Ben and Jen 10: Alien Force

by Jake H Voronkov

Five years after Ben and Jen 10, the twins have settled down in Bellwood, trying to live as normal lives as possible. But when an alien conspiracy looms over Earth, the Omni-Team must reassemble, gaining some new friends and enemies along the way. What secrets will be revealed? What sacrifices will be made? And what is this destiny the Protectors see in Jen? Find out by reading.

37. Alien Swarm

In Bellwood, a shiny new green car with black stripes drove down the road, heavy metal music blaring over the stereo as the driver turned on the nitrous, causing the car to pick up speed as it left Bellwood and drove to the outskirts of town and into an old abandoned warehouse district before stopping.

A man walked up to Kevin as he got out of his new car and crossed his arms to him.

"What do you got for me, Fitz?" Kevin asked.

"I knew you'd be the guy to call on this, Kev," Fitz said. "This is big, man. I figured you'd have the connections-"

"Show me."

Fitz panicked and pulled out his cell phone, dialing in a number. Shortly afterwards, a trio of motorcycles drove into the warehouse, stopping in front of Kevin.

"I'm just the middleman!"

Two of the men driving the motorcycles got off and walked up to Kevin's car with a briefcase each.

"You the buyer?" the leader asked.

"Depends. What are you selling?"

"Alien technology. The good stuff."

They were about to place the briefcases down, but Kevin stopped them for a second.

"Watch the paint. This is new from the shop."

The two dealers opened the briefcases to reveal cylinders filled with some kind of metallic shrapnel.

"What is it?"

"You don't know?"

Kevin smirked, rolling his eyes. "You don't, do you? Is it a weapon? Does it fire? Can it blow stuff up? See, this is important information for a perspective buyer."

"It's alien technology, man!" the leader said. "It's gotta be worth something. You interested or not?"

"Hmm..." Kevin thought. "Let me talk with my partners."

"Partners?" Fitz asked. "You never said anything about partners."

"Neither did you."

That was when Ben and Jen walked out from one corner of the area behind Kevin with a smirk and Gwen, now sporting a high ponytail, and Becky walked out from the other corner as Ally came driving up on her new and improved motorcycle by Kevin as she removed her helmet and hung it up as she looked to her younger brother with a nod.

Fitz looked on, shocked.

"You guys working with him?" Fitz asked.

"Actually, me and my sister here are working with the girls," Ben said. "Kevin doesn't really work. He just stands around flexing his muscles."

"Yeah, how about I flex them in your face?" Kevin chuckled.

"Who are these jokers, man?" the lead biker asked Fitz.

"I can't tell you. I'm just the middle man."

"We're just some regular old folks who are beginning to think this is a big fat waste of our time," Gwen said.

"What do we got, Kev?" Jen asked.

"I've never seen anything like it, Jen. They're complex. Must be Grade-9 tech at least."

That was when Ben and Jen groaned out as they looked to their wrists to see the green and pink alien devices starting to go haywire, glowing yellow and going through holograms.

"Whatever they are, they're screwing up the Omnitrixes," Ben said.

"What's with you guys?" the lead biker asked. "I've never seen buyers like you before."

Suddenly, the third biker in a red jacket lifted her helmet up to the dealers.

"You've never met anyone like them before because they're not just black-market lowlifes like you. They're Plumbers."

"You mean they're gonna pay for this stuff by fixing my toilet?"

"The Plumbers are a secret interplanetary security force. Like all other organizations like them, they save the world so we don't have to."

"Oh, right, of course," Kevin smiled sarcastically. "We're cops from outer space. Or maybe, just maybe, we're firemen from Atlantis!"

Becky and Ally chuckled at that.

"Good one, Kev," Ally said.

"How did you learn about these Plumbers you think we are?" Jen asked, folding her arms.

The girl biker then got off the bike and walked over to the Omni-Team, taking her helmet off.

"Everything I know about the Plumbers, I learned the same way you guys did... Ben and Jen."

"Elena?" Ben asked.

"Oh, my God," Gwen gasped.

"No way!" Becky gasped.

"How is this possible?" Jen asked.

"We thought you were gone for good," Ally said.

"Oh, you still remember me. I'm honored."

"Hello, can anyone toss me a clue as to what's going on here?" Kevin asked.

"Kevin, this is Elena Validus," Gwen said. "She's a Plumbers' Kid. Like us."

"Not like you, Gwen," Elena said. "None of my ancestors were aliens. I don't have any cool powers to rely on."

"I don't have any powers either," Becky said. "And I still kick butt in every battle we're in. You don't hear me complaining."

"We hung out for awhile back in the day," Ben said. "Then Elena's dad quit."

"Yeah," Jen said. "Then you two moved away and we haven't heard from you since."

"Is that what they told you? That my dad quit? Considering that the two of you have more power than all of the Plumbers combined, you sure don't know much."

"Then why don't you tell us?" Ben asked. "What's going on?"

Little did they know, a man wearing a fedora and trench coat was standing on the banister above them, glowering down at their conversation.

"What are you doing here with these chips?" Ben asked.

"I'm here to find you two. Plumbers don't exactly advertise."

"No," Ally said. "But they do pay nice."

"You know that we don't do this for money," Gwen said. "We just take the money."

"I need your help, guys. It's my father. He's been abducted."

"Call the cops," Kevin said.

"They can't help. His disappearance is connected to these alien chips."

"We'll help you find him," Ben said. "You're a Plumbers Kid and a friend."

"Am I, Ben? Really?" Elena asked. "Because life's been pretty hard for the past three years and I don't recall you guys ever looking us up."

"Sorry," Jen said. "We were kind of busy saving the entire universe from total extinction."

The chips in the containers started crackling and Jen looked on and the glowing amber and started flowing in them.

"What is that?" Gwen asked.

"Elena, what are you not telling us?" Becky asked.

"I don't know."

"It's a double cross," Ally said.

"It's a trap, guys!" Gwen said.

"No! I swear it, I just wanted your help!"

"I don't want to impose on your little dysfunction, so..." Fitz chuckled before he ran away.

The containers holding the chips immediately cracked and exploded, sending hundreds of chips floating in the air around them, causing a panic.

The twins tried adjusting their Omnitirxes, but they seemed to be malfunctioning due to the chips.

"Kevin!" Jen said. "I think you were right about these not being ordinary computer chips!"

"Hang on!" Ben said as he saw a swarm of them separate and he jumped up on a bike and swung a girder on a chain that hit the chips, sending them scattering.

The chips swarmed past them and regrouped, flying towards the heroes.

"Bring them back to us..." the man on the rafter said.

"Becky!" Ben shouted as Becky pressed her watch, turning into Huntress as she took her crossbow out and blasted the chips with an explosive arrow, sending them crashing down.

Gwen backflipped and pressed her watch to turn into Lucky Girl, blasting away with mana blasts to the chips as she and Huntress stood back to back.

"Guys, I don't mean to backseat drive, but now might be the time for the Omnitrixes!" Lucky Girl shouted.

"Or not!" Jen shouted, continually messing with the controls. "They're having a meltdown or something."

"Well if you can't handle it," Kevin said, absorbing the metal from the girders above and climbing up. "I know someone who can!"

"What's going on?" the lead biker's partner asked.

"They're all like freaks or something!" he shouted as Huntress blasted a freeze arrow, sending the chips scattering to the ground.

"We're not freaks, we're superheroes!" Ally shouted, leaping up and bashing the chips away with her arms morphed into shields.

"Right, let's get out of here!"

They both got onto their bikes and high-tailed it out of there as the chips swarmed around and Ally scooped one up and put it in her pocket as Elena ducked her head and panicked just as the bikers burst through the window and drove away.

"These aren't just chips," Jen realized. "It's some kind of alien nanotechnology."

"The attack is way too organized," Ally said as she pressed her watch and turned into Matter Girl. "There has to be some kind of intelligence behind it."

Everyone looked up onto the rafters to see the man in the trench coat and fedora moving his hands in a certain motion to control the swarm of chips.

"Well, I don't know if he's intelligent, but I think we found the puppeteer," Ben said as he and Jen put their Omni-Suits on.

"That's not good," Kevin said as the twins looked to each other and nodded as they ran up and twisted their Omnitrixes.

The others backed up as Lucky Girl's eyes and tattoos glowed and she generated a large forcefield around them to protect themselves.

"Ready or not, here we come!" Ben said. "Come on, Spidermonkey!"

"Please be Rockette. Please be Rockette!" Jen said as they slammed the cores down and transformed, flying up as they transformed into...

"Big Chill? That'll work," the Necrofriggian said.

"I can deal with AeroForce," the Harpian said as they flew up, circling the swarm.

Matter Girl took Lucky Girl's hand and absorbed a small amount of her mana before they both blasted pink energy blasts forwards, blasting a hole into the swarm.

"Hold on, guys," Big Chill said as Huntress sheathed her crossbow and took another cylinder out of her belt and unfolded it into her regular bow and checked, readying a freeze arrow that she fired forwards, freezing a section of the swarm as Big Chill breathed out his icy breath as AeroForce flew in a circular motion, creating a tornado of icy wind, freezing the swarm before they both flew straight into it, sending frozen shrapnel flying everywhere and bouncing off Lucky Girl's force field.

"Are you okay, guys?" AeroForce asked as she and her brother flew above the team.

"Yeah. Thanks."

"Who is that guy, Elena?" Kevin asked.

"I don't know."

"Let's find out," Big Chill said, flying forwards along with his sister as they flew around the swarms of chips the man sent at them.

Big Chill flew in and sent a blast of cold air freezing the banister, sending the man jumping away, but not before he fired a cheap shot of chips towards the others.

"Guys! No!" AeroForce shouted as the twins flew down as Matter Girl and Kevin both ran in and tackled Lucky Girl and Huntress sent them to the floor, Lucky Girl blushing to Kevin.

"You guys okay?" Ben asked as he and Jen changed back.

"Yeah, we're good," Huntress said as she, Lucky Girl and Matter Girl changed back to their civilian clothes.

"Who is that guy?" Ally asked.

"You mean, who was that guy," Jen asked, looking up to see the man was gone.

"Where's Elena?" Ben asked, seeing the red jacketed girl was gone.

"If you're looking for your girlfriend, I think your personal charm was too much for her," Kevin said.

"Elena's not my girlfriend. Julie is," Ben said, crossing his arms with a scowl on his face.

"Kevin was right. She set us up," Becky said.

"Did she?" Jen asked, looking at the frozen debris all around them. "I wouldn't be so sure."

---

Later, the team drove their vehicles towards Aellund Motors, which was actually a front for the Plumbers Communications Center underneath Bellwood as they parked by the building.

"This whole thing is wrong from top to bottom," Ben said as they got out and went into the store.

"Yeah, starting with that crazy biker girlfriend of yours," Kevin said.

"Elena's not his girlfriend, Kevin!" Jen shouted. "He has a girlfriend who's already really cool. And I have a really cool boyfriend, so lay off!"

"Yeah. We were, like, 13," Ben said, walking forwards with a sigh.

"And her story doesn't add up, guys" Gwen said.

"Why would she sell alien tech on the black market just to find the Plumbers when her father used to be one?" Becky asked as they walked into the shop.

"She said that something happened to her dad when she used to live here and we weren't told the truth about it," Jen said. "Maybe she was trying to find us so we could help her with her dad."

"If that's the case, Grandpa Max and Xylene have some serious explaining to do," Ben said, walking in.

"I'm sorry, Mr. Suda," the tattooed shopkeeper, Ed, told the customer at the counter who was with his teenage daughter. "That old girl's gonna need new pistons, there's no getting around it."

"Hey, Ed," Jen said, walking past.

"Hey guys."

"Gotta grab something out of the back," Kevin said and Ed nodded.

"Hey, guys? You going to the game tomorrow?" the daughter asked the twins as they looked to each other.

"Uh, we hope so, Molly," Ben said. "We just got with some serious..."

"Homework!"" Jen said.

"Yeah, that's it."

"You know the twins here. All work and no play," Ally chuckled as she took a soda out of the fridge and walked into the back with the others.

Little did they know, Elena was watching them from behind the window as Ed finished up his order.

"Seriously, that's the best I can do for you. I don't make the price, I just fix the cars."

The team examined the settings on the knob as Becky looked at the chip they had recovered.

"I don't recognize this thing and I really don't like it."

"Me either," Ben said. "The sooner we can get this under a scanner, the sooner we can hunt down this creep and his army of flying chips."

"You mean the chip your gal pal illegally had in her possession?" Kevin asked.

"Alright, Kevin," Gwen said. "I think he gets it."

The team walked into the elevator that led down to the Plumbers new headquarters underneath Bellwood, Kevin munching on a pizza slice and sipping down a soda, much to Jen's disgust.

"I seriously don't get what you see in him, Gwen," Jen said.

"Me either," Becky sighed as the elevator closed and went down to the comm center.

Upon entering the comm center, Ben and Jen walked over to the main computer and sat down.

"Systems up," Ben ordered. "Hey, Courtney."

"Good afternoon, Ben and Jen," the system's A.I., Courtney, said. "Now activating all partitions."

"Did you guys ask Grandpa Max if we could use the comm center?" Gwen asked.

"Hey, do you guys want to start solving this thing or do you want to ask for a permission slip?"

The team spent the next hour scanning the chip they retrieved from the fight at different stations at the comm center.

"Engaging in comprehensive interior and exterior scan," Courtney said. "Biological and inorganic matter detected. Molecular density is inert."

"Austenitic, ferritic and martensitic-phase microstructure," Gwen said, shaking her head.

"Meaning?" Ally asked.

"Both organic and inorganic materials."

"Gwen, you are a credit to the science club," Ben chuckled.

"I've never seen anything like this," Kevin said. "I mean, it's tech, but it's also a carbon-silicon based life from."

"So they're alive?" Jen asked, shocked.

"Man, I'm liking this less and less," Ben said.

"Ditto."

"Well, they were alive," Kevin said. "Kind of. Now they're in alien chip heaven."

"Let me see if I can trace where they came from," Gwen said as she focused and used her mana to try to trace the origin of the chips. "They're completely inert. I can't pick up any mana signature."

"What now?" Becky asked.

"Well, maybe I can jump start an energy pulse from the this slag, but it would take forever and be a total pain in the-"

That was when he looked at Gwen, staring intensely at him.

"I'll get right on it."

"Or, we could just take the simple route and find Elena and ask her where they came from," Jen suggested.

"What makes you think she would tell you guys the truth?" Ally asked. "She could have set us up, Jen."

"She's one of us, Ally," Ben said.

"Correction, she was one of us," Becky said. "You guys have no idea who she is now. It's been too long."

"You can't trust her," Gwen said.

"Yeah, well evidently, we can't trust anyone," Ben groaned. "We can't even trust Max."

"Trust me to do what?" a warming voice said and everyone jumped up, startled as Max walked in eating a bowl of soup.

"Oh! Hey, Grandpa," Becky chuckled.

"We can't trust you to make soup without putting baked moths or lizard gizzards in it," Gwen said.

"That sounds like a pretty good combo."

"Thanks for encouraging him, sis," Becky said, shaking her head.

Xylene walked in from the other room, as she smiled.

"Ben? Jen? Guys? What are you doing down here in the hole on off hours?"

"Hey, Xylene," Kevin said. "We had a little situation come up."

"Commencing scan," Courtney said.

"Hey, what's that?" Max asked, looking at the chip scan on the computer. "It looks familiar. I've seen that somewhere before."

"What? Where?" Gwen asked.

"Max, there's something you need to explain," Ben said.

"Unidentified intrusion at Entryway 3," Courtney alerted them.

"Sounds like we've got an uninvited guest," Max said as Xylene levitated off the ground and Jen and Gwen activated their mana. "Ally, punch up a tracker on the complex."

"No need," Jen said.

"We've got them," Gwen said as everyone ran down the hall and Max loaded his blaster. "They're in Max's office!"

"They'd better not touch my model train set!"

They all ran into Max's office, and looked around as Jen's eyes glowed pink, Max aimed his blaster and Xylene levitated a bunch of debris around her.

"They're over here," Gwen said

"Whoever you are, you picked the wrong place to break into," Ally said, cracking her knuckles and Kevin absorbed the metal from the desk.

"You're gonna be one fried, roasted and baked-"

Elena popped up from under the desk, surprising everyone.

"-babe?"

"It's okay, Max," Ben said, lowering Max's blaster. "You probably don't recognize her. She's-"

"It's not okay, Ben," Max said, raising the blaster back up. "It's a Validus."

"How'd you get in here?" Xylene demanded, still levitating the debris and edging it closer to Elena's throat.

Elena simply lifted up the wrench with the key on it.

"It's time to get Big Ed some glasses," Kevin chuckled.

"Been a long time, Mr. Tennyson," Elena said. "Nice to meet you, Xylene."

"You shouldn't have come here, Elena."

"Max, Elena was the one who set up the sale of those weird chips," Ally said.

"Of course. I knew I'd seen those before," Max said. "It's time for you to go!"

"Mr. Tennyson, I had to do that. I need help and it was the only way I could think of to get it."

"You know the rules, Elena," Xylene said.

"It's my father. He's been kidnapped by whoever or whatever made those chips. I knew that only the Plumbers could help."

"Get her out of here!"

"Grandpa Max, you can't be serious!" Ben said.

"Yeah, she needs help."

"That's an order!"

"You heard the man," Kevin said.

"I don't know what's going on, but he means it," Ally said, grabbing Elena by the arm and leading her out. "Come on, Elena."

"Then I'll tell you guys what's going on," Elena said, taking her arm back.

"Okay," Becky said. "We're listening."

"Your sweet old grandpa turned his back on us three years ago. Threw us out on the street when we needed help and lied to you guys to cover his tracks. Now my father's in serious trouble and Max still won't help us."

"Is that true?" Ben asked. "Can't we just talk to her?"

"No, Ben. Anything she'd say would be a lie. Kevin, Ally."

"Thanks for the help guys. Thanks for being real heroes," Elena said sarcastically. "And Ben, Jen, thanks for being real friends."

Then, the Levins took her back, which she took back before walking her out of the office.

"What is wrong with you?" Jen asked her grandfather harshly.

"There's nothing wrong with me. But there's a lot wrong with her. She's Victor Validus' daughter."

"Still," Xylene said, setting the debris down. "That was pretty harsh. Even for you, Max."

"Okay, we're officially stumped," Gwen said.

"Yeah, what's going on here, Grandpa?" Becky asked.

"You want to tell them?" Xylene asked, raising an eyebrow.

"Sure. They deserve to know the truth," Max said as they walked over back to the comm center.

---

"Dr. Victor Emilio Validus," Xylene read, crossing her arms as everyone looked at Max pull up the file.

"Victor Validus was the best Plumber I ever trained," Max said. "We stopped more than our share of invasions. I trusted Vic with my life. And I wanted to trust the running of this place to him too... Until he betrayed me."

"What?" Ben asked.

"He was caught stealing alien technology from our vaults. Tech that he swore he'd protect the Earth from. He was given a dishonorable discharge. He was a traitor."

"Traitor's daughter just left the building," Kevin said as he and his sister walked in.

"What did he steal?" Gwen asked.

"The same stuff Elena was dealing. You still think she's the girl you know?" Max asked the twins.

"Well, she did tell us the truth about one thing, Grandpa," Jen said. "You lied to us. Again!"

"I did that for your own good," Max said as everyone else stepped back. "You were all too young to understand."

"We still don't understand now!" Ben said. "You can't judge her for what her father did!"

"Ben, Jen, stay away from her!" Max ordered. "The Validus family is blacklisted. There can be no interaction between them and the Plumbers."

"That's the way you see it," Jen said. "The way we see it, a friend is in trouble. And she's the best link we had to those chips and the freak who's controlling them."

"A whole lot of people could end up in trouble besides Elena and her father."

"That's why we are going to analyze those chips and take care of this crisis by the book! I am not gonna boot up this whole operation on the word of that one girl!"

"Okay, screw this," Jen said as she and her brother walked off.

"Ben! Jen! That is my decision!"

"Well, it's the wrong decision," Ben said.

"Ben, Jen, I order you two to stay away from her."

"Sorry, Max," Jen said, shaking her head. "We're not following that order."

"Guys!" Gwen said, running up to them. "You can't break Plumber ranks."

"Max, don't let them do this," Becky begged.

"It's not up to me. They've made their choice."

"Kev? Ally?" Ben asked. "You two have anything to say?"

"Someone's got to stay here and look after the old man," Kevin said.

"Kevin! Stop them!"

"No, if this is what they believe, I say let them go for it," Ally said. "They're not going to let us down. They've never let us down before."

"Don't worry. We can handle ourselves," Jen said as she and her brother bumped fists and walked out of the complex as Xylene went over and hugged Max.

"They're deliberately going against orders," Xylene said. "That is a direct violation of Plumber protocol."

"True, but it's the twins. They always fight for what they believe. And if this is what they believe, I say let them go ahead."

---

Outside in Bellwood, Elena drove her motorcycle down the road just as she saw a cloud of dust run up and that was when Ben as XLR8 and Jen as VLOCT zipped up to her while dragging a black motorcycle behind them with a rope before transforming back to human form and stopping in front of her.

"What do you want?" Elena asked.

"The same thing as you," Ben said. "We're going to help you find him."

"What about your gramps?"

"Not to thrilled about it," Jen said.

"And you're helping me anyway?"

The twins simply nodded.

"Nice bike," Elena said.

"It's Max's really. Can't be more mad at him than he already is."

"That's my fault."

"No, it's his," Jen said.

"How'd you get it here?"

"Oh, the Omni-Suits have a grappling hook feature," Ben said. "We just attach one end to the bike and it drags it behind us."

"Let's find your dad," Jen said as Ben got onto the bike and revved it up as Jen transformed into VLOCT again.

"First stop, wherever you got your hands on those chips," Ben said as they drove off into the distance with VLOCT running alongside them, keeping up.

---

In the Omni-Team headquarters, Kevin was on the computer listening to blaring rock music while Ally was rushing around the kitchen with a timer going as he looked to see the whirling dervish that is his sister chop ingredients rapidly, sweat dripping down her brow with a shrug.

"You're really serious about this, aren't you?"

"Ten Gs is on the line, bro," Ally said as she started plating. "Can you imagine what the six of us can do with that kind of money?"

"Grandpa?" Gwen asked before she and Becky walked in to see Kevin and Ally working as Ally finished her dish just as the time ran out.

Becky walked over to Ally's dish and her eyes rolled back in her head.

"Oh, that smells amazing!"

"It's red snapper with saffron risotto," Ally said as Becky tasted it, smiling.

"Delicious! You are so ready for Chopped," Becky said.

"Are we interrupting something?" Gwen asked, turning off the music as she looked to Kevin's computer which showed a lot of codes.

"I'm the team's tech expert, remember?" Kevin said. "You guys find your wayward cousins?"

"They'll be back. Alone, hopefully," Becky said.

"Yeah, so what's the 411 on those guys?" Kevin asked.

"Elena was Ben's second crush after Kai," Gwen said. "She was the only girl on his soccer team in middle school."

"Ben couldn't kick a ball in a straight line to save his life when she was around," Ally chuckled.

"He and Jen were really bummed out when she moved away," Becky sighed.

"Great. So now it's puppy love."

"Our cousins are growing up. It had to happen some time," Gwen said.

"Yeah, I'll believe that when I see it."

"Invalid kodek," the computer said. "Access to mainframe denied."

"What are you doing with these files, Kevin?" Becky demanded.

"I wanted to know what intel we already had on those chips," Kevin said, sitting up. "If Validus took them from the vault, they should be in the system."

"And?" Ally asked.

"All the files are sealed."

"Well, then you should just ask Max or Xylene."

"I tried that. They weren't open to discussion."

"So you just hacked his system and opened up his personal files," Gwen asked, a sly smile creeping on her face. "What did they say?"

"They're sort of locked," Kevin said. "I could try to figure out the password."

"That would be a huge violation of trust," Becky said.

"And regulations," Ally said. "We'll lose our Plumbers badges."

"Well, I guess the twins are really on their own this time," Kevin said, sitting back. "I'm sure they'll be fine."

"Ugh," Gwen said. "Break the code."

"Verdona320," said a voice and they looked to see Xylene and Verdona standing by the wall and they entered.

"Huh?" Becky asked.

"The password. It's Verdona320," Xylene explained. "Verdona here read our boyfriend's mind."

"Thanks, Grandma," Becky said with a chuckle as Kevin entered the password.

"You want to help us, don't you?" Ally said.

"I'm doing what it takes to save the world like a true Plumber," Xylene said. "And if that means going against Max's orders, so be it."

---

That night, downtown, the figure in the trench coat and fedora from the warehouse was walking down the street, seemingly talking to himself.

"No, do not worry. Our work advances nicely. Yes, yes. Our tests are all complete. Please, we must know. Is it time?"

The man walked down the street to see two thugs by a trash can fire.

"Oh, yeah, pal. It's time. Time for you to give us your money!"

Both laughed, but the man didn't flinch.

"Hey, we're talking to you, Looney Tune! Don't you know this is the bad part of town? You shouldn't be out here walking alone."

"Alone? We are not alone. We are never alone."

"Your wallet, fool!"

The man grabbed the fatter thug by the wrist and held him back.

"We offer you so much more than money. We offer you a new life!"

He pushed the thugs back, scaring them.

"Join us. Help us. Rule with us!"

He laughed evilly as he released a swarm of the nanochips from his trench coat, sending them swarming around the two thugs, two of them burrowing into their skin and activating before they glowed and activaetd.

The two thugs stood at attention as the chips continued to swarm around the man as he walked away, the thugs following as if they were zombies.

---

Meanwhile, Jen rode on her brother's bike with a helmet on as they followed Elena down the road through Bellwood before they pulled over near a building and stopped.

"My dad started acting really weird a couple of months ago. I followed him one night to this place," Elena explained.

"Well, hanging out around here certainly classifies as weird," Ben said, unzipping his jacket as they got off their bikes.

"Let's go," Jen said, cracking her joints as they walked into the building.

"That's a good girl," the mysterious figure said, grinning down, showing himself to the light to reveal himself as Victor Validus. "Bring them here to us. They can't help you now."

Victor nodded to his new slaves as they walked down the steps.

As the twins and Elena entered the building, Jen looked a little disgusted.

"What was your dad doing, racing cockroaches?" she asked, disgusted.

"He has a kind of laboratory set up. Whatever he was working on, he didn't want me around for it. And then he stopped coming home at all. Come on."

Elena led the way as the twins shrugged and followed her.

"I don't like this, bro. Not one little bit," Jen said.

"Me either, sis. But what choice do we have?"

As they walked up the steps, Victor and his army walked down the steps opposite them to follow them, carrying large crates with them.

They walked out of the building as a large shipping van pulled up to them and opened up as the slaves started loading the crates into it.

"To the final staging area," he said, turning to the two thugs from before. "Take care of our guests."

The two thugs walked off back to the building that housed our heroes.

Speaking of which, the twins and Elena entered the lab in the building, the twins looking confused.

"What was he doing here?" Ben asked.

"He was studying the chips," Elena explained.

"Boy, when your dad makes a hobby, he doesn't mess around," Jen said.

"Someone's been here," Elena said, investigating the lab. "Taking things."

"Or looking for things," Ben said, looking at the notes as he and Jen used the flashlight settings on the Omnitrixes to look at them.

"Elena, these notes," Jen said. "He wasn't studying the chips. He was upgrading, developing them."

"Look at all this," Ben said. "Your dad was clearly insane."

"You're wrong. He's a brilliant man, he just became possessed by his work."

"Why?" the twins asked in unison.

"He said these things posed some kind of threat. The Plumbers didn't believe him, so he took them. Now they're not lifting a finger to help them."

"Yeah, our grandfather is kind of a stickler about the whole Plumber rulebook," Ben said, looking at a picture of Victor and Elena together.

"But we're not just Plumbers. We're also superheroes," Jen said. "We tend to help out anybody in need."

"I don't get it," Elena said, looking around. "This is where I found those chips in storage canisters. They were all over the place. But now they're gone."

Ben spied an ad on the desk and took it and showed it to his sister and their friend.

"I think your dad had a business with Ship-It."

"The guys who deliver mail and packages? Fed-Ex's biggest competitor?" Jen asked.

"That's the one," Elena said.

"Do you think he could've shipped the chips somewhere, sis?"

"I don't know, but whoever kidnapped your dad definitely wants these chips."

"Wait," Ben said. "That freak from the warehouse drop point. Do you know who he is?"

"I have no idea," Elena shrugged. "I just want my father back, guys."

"We'll get him, we promise."

"The pair of us haven't broken a promise yet and we're not starting now," Jen said, cracking her knuckles.

That was when the door opened and a group of random civilians walked in single file towards the twins and Elena as they braced themselves, the twins' hands twitching to the wrist in anticipation.

"Who are you?" Ben asked. "What do you want?"

"We want to help you," the civilians said in unison.

"No thanks, we're good," Jen said, creeped out. "Just browsing."

"Whoa, sis. Look at their eyes."

They looked to see the civilians' eyes flash yellow.

"It's not just their eyes," Elena said, flashing the desk light on the people. "Look."

They stumbled back, grossed out when they saw the chips crawling like bugs inside the people's skin.

"They're infected. They're being controlled," Ben realized.

"Really?" Jen asked. "We just dealed with enslaved humans! Now we're dealing with this thing?"

"We want you three to meet the queen."

"And we would love to do that, but all that bowing and curtseying? No, I don't think so."

The people continued to walk into the lab and the twins looked on.

"There's too many of them. Like they were expecting us," Ben said.

"Like it's a trap?" Jen asked, looking at Elena.

"No, I swear it."

"Looks like we could use some help," Ben said as the twins activated their Omnitrixes and tried to transform, but the holograms displayed only showed static, not allowing them to transform.

"From a static squiggly blob? Not good," Jen said as she pressed the button to put on her Omni-Suit and her brother did the same, their armored forms protecting them from the chips as they used their enhanced strength to knock away all of the slaves as they ran out of the lab, only to be met with a ton of Victor's slaves outside by the bikes.

"Oh no!" Elena said. "What do we do?"

"Okay," Omni-Green said, looking at his Omnitrix. "I think I've got it. If these chips are actually alive like some techno-organic interface, then the watches must be in overdrive to scan them."

"Can we do this pop quiz some other time, Ben?!"

"Okay," Omni-Pink said. "Maybe we can redirect the scan back at the chips if we boost the power."

"Got it!" Omni-Green said as he and his sister adjusted the Omnitrix, sending a powerful pulse outwards, sending everyone around them flying back into the brick walls. "Nice!"

"Let's go!" Elena shouted as she and Ben got on the bikes and drove off with Omni-Pink getting onto her brother's bike.

Elena drove off, only to be sucker-punched by one of the zombies, sending her bike flying down the street as Omni-Green pulled his bike over and handed the controls to his sister.

"Elena, get on!" Omni-Pink shouted as she drove off.

"XLR8!" Ben shouted as he transformed into his Kineceleran form, running off into the distance.

Soon, once they were in the clear, they pulled over with Ben transforming back to human form.

"Thanks," Elena said. "You two are pretty good on this."

"And you can hold your own in a fight," Ben said.

"So what do we do now?"

"We visit the Ship-It center and find out what your dad was up to," Jen said.

"We might even find your dad."

"Whatever he sent is long gone by now."

"You sure about that?" Ben asked, pulling the Ship-It ad from his pocket and showed it to the two girls. "This was dated today. I thought you said he's been missing for weeks."

"He has. You two believe me, don't you?"

"We believe we'll find something at the Ship-It," Jen said, stepping off the bike and handing it to Elena. "VLOCT."

"XLR8."

The twins transformed into their Kineceleran forms and then ran off to the Ship-It center alongside Elena, who was driving the bike.

---

Back at the Omni-Team headquarters, the others were watching video footage of Max talking with Victor in an interrogation room.

"Who were you going to sell the chips to, Victor?"

"I keep telling you! I had to take them!" Victor said. "It was for research. Those chips, they're a threat. They're planning something."

"That's a lie!" Max shouted. "They're dead! Lab boys say they're nothing but alien tech. No threat at all. Who's your buyer?"

"The hive, they want us. They're coming for us, Max! They're coming for us all! I'm telling you the truth, Max!"

"You're gonna have to do better than that, Victor. I know you."

Kevin paused the video and turned to the others in the room.

"Your gramps has a real bedside manner there, Gwen," Kevin said.

"He was just disappointed," Becky said. "Validus was like his prized pupil. I think Max really felt his betrayal."

"Hmm," Verdona said as she looked to Xylene and both nodded silently.

"I wonder if," Gwen began.

"You think that Max's getting stabbed in the back by Victor is keeping him from seeing straight?" Ally said, putting her hand on her hip, a mischeivous smile on her face. "But that would make..."

"The twins right?" Becky gasped, turning to her sister. "And you, the great Gwen Tennyson, wrong?! Not possible!"

"That's a scary thought," Kevin said. "And not just because I hate it when he's right."

"I believe it," Verdona said, stepping up. "Those two have better instincts than we give them credit for. And you know it."

"Verdona's right. I was like Azmuth at first," Xylene said. "They've proven they're not just kids who don't know what they're doing with those things on their wrists time and time again.

"So..." Gwen said. "What if this loony we're talking about isn't so loony. What if the chips weren't dead at all?"

"Like some kind of species of insects that can remain dormant for decades?" Kevin suggested, everyone starting to look at him. "I learned that from watching the science channel."

"Your depth of knowledge astounds us," Verdona chuckled.

"Now commencing all thermal and spacial analysis of all targets," Courtney said.

"Thanks, Courtney," Becky said. "Grandma, did you have any luck getting a trace on the chips' energy signature?"

"Nothing. They may have an energy signature, but no mana. I can't pick them up at all."

"Kevin?" Gwen asked.

"Your wish was my headache-inducing project," Kevin said, pressing it in as Courtney projected a green hologram of the globe in the center of the lab.

"Target identified," Courtney said. "Absolute locations displayed in a radial curve commencing at 38 degrees Latitude, 96 degrees Longitude.."

"The chips are showing up in a 100-mile radius," Ally said.

"Kevin, you did it!" Gwen said, giving Kevin a big kiss on the cheek.

"The cheek?" Kevin chuckled. "I find all the big bad alien chips and all I get is a kiss on the cheek?"

"Yes. Yes you do."

Becky looked at the globe and focused in on it, using the degrees that were given to the team.

"The greatest concentration of chips is clustered here."

"A Ship-It distribution center?" Xylene asked.

"The packaging company? That's not good news," Verdona said, scoffing.

"It's only about an hour from here," Ally said. "I'll bet you $10,000 that the twins and Elena are heading there right now."

"You guys thinking what I'm thinking?" Gwen asked, raising an eyebrow.

"That we're going against orders and we're no better than Ben and Jen?" Kevin asked.

"You had to mention it!" Gwen said as she started typing in.

"Destination at absolute distance of 49.87 miles," Courtney reported as the team got up.

"It's okay. You four have our blessing," Xylene said.

"We do?"

"It's not going against orders if you have the blessing of official Plumbers," Verdona said, punching her friend in the arm.

"Let's do this," Ally said.

---

Later at the Ship-It center, the metal door suddenly caved in and was sent flying as Lucky Girl, Huntress, Absorber and Matter Girl stepped in, Lucky Girl illuminating the area with a mana ball.

"Come on, it's open," Absorber said.

"It's open, huh?" Huntress asked.

"It's open now."

Everyone shined their flashlights and Lucky Girl's mana ball to illuminate the center, only to find it totally empty.

"Remind me why we drove all the way out here again, guys?" Matter Girl groaned.

"Hang on," Lucky Girl said, her eyes glowing pink. "The chips were here. We're too late."

"Dang it!" Huntress said as Absorber put out his hand.

"Yeah, that's what I get too."

The group walked through the warehouse, Huntress' hand on her bow.

"Man, there's nothing like here anymore."

"Hang on," Matter Girl said. "There's something here. Let's take a look."

"Files?" Jen asked as they filed through the papers.

"London, Paris, Shanghai... all of these were sent from this location," Lucky Girl said. "And they're headed all over the world."

"Literally," Huntress said. "Air, sea, by any means the company has."

"And those chips are what's being sent," Matter Girl said.

"There must be hundreds of crate orders," Absorber said. "Maybe a hundred thousand.

"Kevin, what do you think it means?" Lucky Girl asked.

"It means we're at least one step behind something disturbingly huge."

"May I help you?" a voice asked and they turned to see a Ship-It employee behind them.

"Um, hi. We just have a few questions," Huntress said.

"Ship-It is closed right now. Please return during regular business hours," the employee said in a robotic voice.

"And what are you doing here in the dark?" Lucky Girl asked.

"We are workers. We live to obey."

"Well, you must be employee of the month," Absorber said.

"Look, sir. We just need a few of these documents for a little school project," Matter Girl said, taking the files. "We'll bring them right back after we turn in our report, okay?"

"No. You will remain. You will join us."

"I'm gonna have to insist," Absorber said, absorbing the wood from the desk and grabbing the employee by the collar.

"Your desires are irrelevant. The queen's will supersedes all."

"Well tell your queen to supersede this!" Huntress shouted as Absorber tossed the employee through the glass wall and Huntress blasted him with an arrow that unfolded into a bola to snare up his legs, sending him sprawling to the ground.

"Let's get out of here," Huntress said as they ran away into the car and Matter Girl got onto her bike, only to look behind to see the employee standing up and raising his arms up and down repeatedly.

"What is that guy doing?" Lucky Girl asked.

"Don't know," Absorber said. "Praying to the great god of bubble wrap?"

"Kevin!" Huntress shouted as everyone looked up to see hundreds of chips flying above them, swarming around in patterns.

"Okay, these chips are now officially an issue," Matter Girl said, gulping as she shifted her bike's clutch.

The chips started swarming together in small ball shapes.

"That's new," Lucky Girl said. "They couldn't form solid shapes before."

"Could those chips be learning?" Huntress pondered before the balls started pelting the car, cracking the windshield.

"Come on!" Absorber shouted. "Not the glass! That's custom!"

"Get us out of here!" Lucky Girl and Huntress shouted as Kevin pulled the car and drove away as Matter Girl pulled after him, activating her bike's nitrous, speeding alongside him.

"Thank you for using Ship-It," the employee said as they drove away onto the highway.

"You should teach a driving class," Lucky Girl said to her boyfriend.

"Defensive drivers are the safest drivers," Absorber said, looking at the hula dancer decoration on the dashboard.

Soon enough, a large metallic ball made of the alien chips broke through the gate on the side of the road, rolling after the heroes as Huntress looked back.

"We've got company!"

The ball broke apart into two separate balls and continued chasing them.

"I think they're getting smarter," Lucky Girl said.

"Then so will we," Matter Girl said before adjusting her clutch and peeling into a doughnut that caused one ball to destroy itself against the bridge before her brother drove the girls through the tunnel, the second ball destroying itself as well with her following.

Unfortunately, they looked behind to see the balls reform themselves and then grow spikes, following the team as they looked at each other, nervous.

"Okay," Absorber said. "So we got to get smarter and faster."

Absorber activated the nitrous on his car and sped away, not noticing a car pull in from the opposite end.

"Watch out!" Huntress shouted.

Absorber and Matter Girl barely drove past the car as the spiked balls slammed into it, tearing off the roof and surprising the driver.

---

Meanwhile, Ben, Jen and Elena were parked on the side of the road with Elena as they looked up the info on Ship-It on their phones.

"The Ship-It office is right up over here," Ben said before they heard a familiar roaring of an engine.

"What is that?" Elena asked.

"The most obnoxious muscle car in the world," Jen groaned as she and Ben transformed into XLR8 and VLOCT again and Elena got back on the bike.

"We're gonna have to take a detour," XLR8 said, getting into a running position.

---

Absorber tore through the streets, shouting out as the spiked balls continued following him and his sister as she gulped.

"I can't lose them!"

"Head down and hold on!" Huntress shouted as everyone ducked, the balls surrounding them on both sides, slashing the tires as Matter Girl was thrown from her bike and was sent sprawling into the gravel as she witnessed her brother's car crash and start flying, landing on its roof as her friends stumbled out, dazed and confused from the whole ordeal.

"Ow..." Lucky Girl said weakly as she stumbled out.

"You okay?" Absorber asked.

"Yeah. It hurts when I laugh, but I don't think that'll be a problem."

"Argh!" Huntress grunted as she suddenly hit the floor and felt at her right leg, clutching it, clearly unable to move it much.

"Oh man," Matter Girl said as she ran up to the pelt-clothed hero on the ground. "That's not supposed to bend that way."

"Yeah, no shit!" Huntress shouted, her face clearly showing she was in pain.

"Can you stand on it? Or even move it?"

"Hang on," Huntress said, trying to move her leg, only to whimper in pain, trying to hold back her tears. "Yep, that is definitely broken."

"Hang on," Lucky Girl said, taking her sister and hoisting her up bridal style as she smiled.

"You're a great sister, Gwen."

"Thanks, Becky. You're a great one yourself."

"I don't know who's behind all this, but they're gonna FIX MY CAR!" Absorber shouted, looking at the wreckage.

Everyone looked around, not finding so much as a single chip.

"You think they gave up?" Matter Girl asked.

"I don't know," Lucky Girl said. "Maybe they just wanted to scare us."

"After breaking my leg? Fat chance," Huntress groaned.

"If that's the case," Absorber said, looking up at the bridge. "They succeeded."

They looked up to see the final giant ball grow more spikes and roll down to them.

Lucky Girl passed Huntress to Absorber and started blasting the ball with her mana blasts to no avail.

Close by, Elena sped by with XLR8 and VLOCT flanking her sides.

"Hang on!" VLOCT said, transforming into Painwheel and started rolling, smashing into the ball, sending the chips scattering away as XLR8 transformed into Humungousaur and roared sharply, growing his stegosaurus features as he started smashing the ball and tossing his sister into it, her bouncing off like a volleyball.

"Perfect timing," Huntress winced as Lucky Girl turned to Elena and nodded.

"Give me your jacket."

"What?"

"My sister broke her leg in the car crash. I need something to wrap it in, your jacket's the best thing available."

"Fine," Elena said, taking her jacket off, revealing her black tank top and Lucky Girl wrapped Huntress' leg in it.

As Humungousaur laid waste to the ball, it broke apart into several razor sharp wheels that started spinning around as Painwheel shouted out and slammed into them with her shell-covered body, roaring out in anger.

"That's kind of whatev," Absorber said as the group ducked for cover.

"It's kind of a nightmare!" Matter Girl shouted.

The wheels started firing chip projectiles at Humungousaur and Painwheel, only to completely deflect off of their armored bodies as Humungousaur slammed them with his spiked tail, sending debris flying everywhere.

Painwheel bounced up into the air and slammed won onto one of the last wheels.

That was when more wheels rolled into the area, blasting projectiles everywhere at the twins.

They shouted out and looked on as they were surrounded on all sides by the wheels as they started forming a chip cyclone around them.

"It's got Humungousaur and Painwheel!" Elena shouted.

"I wouldn't count on that," Huntress grunted.

A flash of green and pink light flashed out, sending chips exploding everywhere as Stinkbomb and Heatblast flew out of the chips and looked as the chips formed into a razor-sharp cyclone, capable of destroying anything.

"Okay, sis," Heatblast said. "Plan B?"

"Sorry, Kev," Stinkbomb said as Heatblast transformed into Four Arms and lifted the ruins of Absorber's car over his head.

"Oh, no," he said. "Don't do what I think you're gonna do!"

Four Arms shouted out and slammed the car into the chip, cyclone, creating a giant explosion and sending chips and car parts raining down on them. He shouted in victory before the twins transformed back along with their teammates.

"That was so cool!" Elena told the twins.

"Are you guys okay?" Gwen asked, carrying her sister in her arms bridal style.

"You destroyed my car! It was brand new!" Kevin shouted.

"What are you guys doing here anyway?" Jen asked.

"Well, I had the sudden urge to ship something overnight and suddenly, we're up to our neck in your girlfriend's chips and that's about the point that you two came along and annihilated my car!"

"And I broke my leg in the car crash," Becky said.

"Those chips aren't mine! I was trying to warn you!" Elena said.

"Thanks," Kevin said. "I'll consider myself warned."

Everyone looked on as Jen hugged Ben and he hugged her back.

"Those chips are more than just autonomous tech. We found an entire hive of them at the Ship-It office and they'd infected the clerk. Absorbed him."

"Yeah," Ben said as Kevin kicked the wreckage of his car. "We just ran into his extended family and they wanted to adopt us."

"No kidding," Elena said. "Those things must have analyzed the threat and evolved to completely adapt to every one of our moves."

Kevin knelt down and picked up the unblemished hula dancer ornament.

"They're clearly a highly advanced species," Ben said.

"And it looks like they still have some life in them after all," Jen said.

"We've got to get some of these chips back to the lab right away," Gwen said. "And get my sister to the medic."

"Please?"

"Maybe they'll give us a clue about what happened to Victor," Ally asked, putting a hand on her chin.

"We'll give Elena a call," Kevin snapped. "Because she's not coming with us. You're trouble in a jug."

"Oh, I'm coming with you guys alright."

"Ben, Jen? Didn't Elena just lead you two into a nest of techno-organic zombies?" Gwen asked.

"She's coming," the twins chorused.

"What? Why?" Ally asked.

"Two reasons," Jen said. "One, she's in too much danger on her own now."

"And two... we trust her."

"More than your own teammates?" Becky asked. "Your family?"

"No, not more than you guys," Jen said. "We just trust her."

"Speaking of which..." Elena said, reaching into her pocket and handing a paper to Kevin.

"What's that?" Gwen asked.

"A quick and trustworthy cab service."

---

Later on, Max was in the Plumbers' comm center with his girlfriends behind him, crossing their arms as they looked to see the world activity and news reports from across the globe going into chaos quickly.

"This is horrible," Xylene said.

"I've been around a while, but I've never seen anything like this."

That was when everyone came rushing in as Jen held Becky.

"Where in the Sam Hill has everyone been!"

"Not now, Grandpa," Ben said. "Becky broke her leg in a car accident. She needs medical attention badly."

"Oh, my sweet child," Verdona said, taking Becky bridal style. "I'll take Becky to the medic. You guys stay here."

"Okay," Jen said as Verdona hovered away with Becky.

"Good luck, guys."

"We're getting reports on alien activity from installed Plumbers all over the globe!"

"Max, we-"

"We can settle our problems later," Max said, pointing to Elena. "And she stays in the brig!"

"It's the chips," Jen said. "Validus' chips."

"She told you that?"

"It's true," Gwen said, walking up with Kevin and Ally. "The chips Validus stole have become active."

"Very active," Kevin agreed.

---

"Well, doc?" Jen asked as the medic looked to her and nodded. "How bad is it?"

"She'll be just fine. She just has to stay in that cast and her leg will be good as new soon."

"What does 'soon' mean?" Gwen asked.

"About ten days."

"Ten days?!" everyone shouted.

"She's extremely lucky. It could've been so much worse," he said, walking away.

"Well, you know what this means, right?" Ally asked.

"The Omni-Team's down a member for now," Ben announced. "Becky needs to devote her time to her recovery. So for now, Huntress is benched."

"Agreed," Jen nodded. "Sorry, Becky."

"It's fine," Becky said, folding her arms and gesturing at the cast on her leg. "I'm pretty much useless to you like this and I'm just as susceptible to those chips without any powers anyways."

"Speaking of the chips," Gwen said. "Xylene?"

Xylene stood with Max and Verdona at the scanner as he scanned the chip he had.

"These things were nothing more than extraterrestrial hardware. This is impossible!" he said, lifting the lid of a container and putting the chip he had in, not noticing as a single chip scurried out of the container.

"They also have a nasty habit of burrowing into people and taking over their minds," Ben said.

"They have an unusual energy signature. Can you use that to pinpoint it?" Verdona asked.

"Already done," Kevin said, pressing a button on the computer.

"Targets reanalyzed," Courtney said. "Absolute targets appear in a radial curve. Targets experiencing exponential growth at an absolute rate of 10,000 to 1 on an extended curve."

"Whoa," Ally said, stunned. "That's no hundred-mile radius."

"Millions of them," Ben said.

"And spreading at an increasing rate," Gwen said.

"Like a virus," Jen said. (wink-wink)

"Not a virus," Ben said. "Parasites."

"So in other words, they are a threat," Elena said. "Just like my father said."

"Those things were not alive three years ago. Your father's tinkering probably activated them somehow!" Max shouted, not noticing the chip crawling along the desk. "Now they're a threat to the entire world."

"You're wrong. They were hibernating. Just ask your know-it-all granddaughter."

"Knock it off! Both of you," Ben said.

"Ben's right," Jen said. "Let's try working on a solution, not blame."

"Well," Gwen said. "At least we know where they are."

"Well, what are we waiting for?" Kevin asked, preparing his blaster. "Let's start shooting."

"What about those innocent people who were already infected?" Elena asked.

"If it's between me and a Ship-It clerk, I'd rather pick me," Ally said, raising an eyebrow.

"No, Ally. There's got to be another way," Gwen said.

"Genocide isn't the answer," Xylene said. "It's never the answer as you know."

"Oh, we're committing genocide... on those chips! Not the people!" Ben said before he and Jen looked at each other, eyes widened.

"The queen!" they both chorused.

"What?"

"That's right," Elena said. "The infected people. They all went on about their queen."

"You mean a queen like an insect colony?" Verdona asked.

"Precisely," Jen said.

"In a beehive or an anthill, there's only one queen," Kevin said. "She lays all the eggs, produces all the offspring and tells everybody what to do."

"You watch way too much of the Science Channel," Ally chuckled.

"Kind of like Clancy six years ago," Jen said. "He controlled all those insects and now that he's an actual insect mutant, he is their queen... slash king."

"Do you think he has something to do with this?" Gwen asked.

"Unlikely," Ben said. "He only works with actual insects, not insects like these."

"How do you destroy a hive?" Elena asked.

"Remove the queen, the bees disband," Ben said.

"The queen dies, the hive dies," Jen nodded. "We have a few insectoid aliens in our arsenal. We tend to know how insects act."

"So the only way we can win is to find the queen and destroy her," Gwen said.

"Alright people, nobody sleeps tonight," Max said. "I'm gonna dissect these chips to find out what they're made of. Kevin, Ally, we need to find a more effective way of getting around those drones."

"Gwen, find a way to shut down the connection between those things and their human hosts," Verdona said.

"Yes, Grandma."

"Ben, Jen," Xylene said. "Gonna be like finding a needle in a haystack to find that queen."

"Forget about finding a needle in a haystack," Ben said. "It's finding a needle in a needle stack. But we'll do it."

"And Elena," Max said. "Since you're here, you'll help too. I don't want her going two feet without an escort."

"Okay, people, let's move!" Jen ordered as everyone got to work on their mission.

"Linear growth is increasing at a comparative rate of 800%," Courtney reported. "My calculations recommend a point-specific analysis rated to unique regional demographics as related to current geographic coordinates. Now commencing all thermal and spacial analysis of all targets."

No one noticed as they were working that the single stray chip had crawled onto Max's arm and started scurrying up it.

---

Later on, most of the team had fallen asleep at the desk, minus Ben, Gwen and Elena.

"Gwen, why don't you get some shut-eye?" Ben asked. "We need that brain of your's working if things get hot."

"Just for a few minutes," Gwen yawned. "And you'd better wake me up."

Gwen laid her head down on the desk and instantly fell asleep and Ben turned to Elena at her station.

"You too. Get some rest."

"Not a chance. I won't sleep until my dad is home safe and sound," Elena said. "Thanks, Ben. You and your sister took the risk to help me. You went against your team."

"Just like old times," Ben chuckled. "The guys back in middle school didn't want you on the soccer team and I stood up to them for you to join. You ended up being our MVP."

"You're not doing this for old time's sake."

"No. Jen and I are doing it because we know what it's like to be on our own in a tough situation you never chose to be in. We didn't ask to get stuck with these things. It just happened. And no one but the two of us know how that feels."

"I think I do."

Ben chuckled and went back to work.

---

Later on, after Jen woke up, she and Ben walked into their grandfather's office, looking concerned.

"Max, we need a map analysis," Jen said.

"Sis, look," Ben said and the pair looked down to see the chips in a petri dish moving like insects. "Max?"

"Ben, look out!" Jen shouted as she noticed her brother about to be crushed by Max with a computer monitor.

"Whoa!" Ben shouted, dodging as he grabbed the zombie Max's arms and everyone else ran in.

"Ben, stop!" Gwen shouted. "Max!"

"We have to restrain him," Verdona said. "But be careful not to..."

She stopped when she saw Ally absorb some rubber and karate chopped Max's neck, sending him down.

"...hurt him."

"What? He's restrained," Kevin said.

Everyone rolled their eyes as Gwen used her powers to tie Max up to a chair in mana ropes.

"Max," Ally said. "Are you okay?"

"We're fine," Max said. "Never better. Why are you all looking at us like that? We're great. We're happy. We're going to colonize Earth."

"He usually has a lot of odd jobs for us," Kevin said. "That one's new."

"Grandpa!" Jen shouted.

"Fight it, Max. Come on!" Xylene said

"You can't stop what's coming. The Plumbers are finished. Mankind is finished!"

Max then pressed a button from his restraints and a bunch of smoke was sent into the office, sending everyone into a coughing fit before Gwen used a spell to blow the smoke away. When it was lifted, Max was gone.

"Max!" Verdona shouted, illuminating the room.

"Where'd he go?" Elena asked.

Xylene sighed as she heard a bang.

"No one knows these tunnels better than Max does. He's long gone by now."

"Like it or not, he usually tells us what to do," Kevin said. "We need him."

"No we don't. He needs us," Ben said. "We need to find the queen and stop her or helping Max is going to be the least of our problems."

"Wherever this alien queen is, that's where we're going to find your father and Max," Jen said. "We stop her, we stop the spread of these chips."

"And how do you suggest we do that, great leaders? We don't know where she is," Ally said, crossing her arms as the twins looked to each other.

"Courtney?" Ben asked. "Give us the map again."

"Current geographic coordinates displayed."

"Does anything seem weird to you about this map?"

"Well, the color choices are a bit drab. Try seafoam blue," Kevin said.

"No, look at the highest concentration of the chips," Jen said. "London, New York, Paris, Munich... and Barren Rock, Missouri?"

"Sure. There are millions of people in all those cities, but that part of Missouri is..." Elena began.

"The middle of nowhere," Ally said as Gwen typed in some commands.

"Barren Rock is barely even a town. The only thing there is..." Gwen said before everyone's eyes instantly widened. "The world distribution center for Ship-It."

"Right!" Ben said. "Those shipments from the local hub would've been the first wave of sentry soldiers! Now we're talking total immersion."

"And they need a big enough wave to send that many chips across the entire planet."

"I'll bet you $10,000 that's where the queen is," Jen said to Ally.

"Come on," Gwen said. "They're taking over the world by 24-hour shipping?"

"What's your brilliant theory?"

"That's where the chips are being manufactured and distributed. That's where the queen is," Ben said.

"Sounds like we're in for a road trip."

"What do you mean 'we?'" Gwen asked as the twins glared. "Fine, she's coming too."

"Now we just have to find a way to get there," Jen said. "With Kev's car out of the picture, how do we get to Missouri?"

Kevin smirked and chuckled.

"Good luck, you six," Verdona said, hugging her grandkids.

"You're definitely going to need it," Xylene said. "We'll be here watching over things."

---

Later on, after changing into new attire, the team met up at the garage near the Comm Center.

Kevin wore a short-sleeved light blue oil-stained mechanic's jacket with his name on it over a white muscular shirt, blue pants, and his black combat shoes.

Gwen wore a red shirt paired with a black vest, gray pants, and black flats and her hair in her high ponytail.

"Ben, Jen, Kevin made these babies for your birthday," Ed told the twins, who stood off to the side, confused.

"...Our birthday was two months ago," Ben said.

"You can't rush genius," Kevin chuckled, throwing the sheets off of the two cars as the twins eyes widened in shock.

"Oh..." Ben began.

"My..." Jen continued.

"God," they both said simultaneously.

In front of them were two black Mazda RX-8 model cars with a green and pink X-shaped pattern on the hubcap spanning across the sides. Their bodies was heavily modified to look as sleek and stealthy as possible.

"Man, Kevin, this is beautiful!" Ally said as Jen looked over her new car, practically frothing at the mouth (not really.)

"She. She's beautiful. You call a car a she. And you're right. Both these babies are beautiful."

"I'll treasure her forever!" Jen said, hugging the front. "Thank you so much!"

"Don't be jealous, babe. You've got some good qualities too," Kevin told Gwen, only to be slapped away.

"Cars. Your friend built you cars for your birthday," Elena chuckled, now back in her jacket, completely clean.

"Wait until you see what the weapons and defense systems are like," Ed said.

"Shut the hell up!" Ben said.

"The fact is, they'll eat up anything in their path," Kevin said.

"I don't know what to say," Ben said. "I can't wait to test her out."

"Oh, you two aren't driving," Kevin said. "I said I was going to give you the cars. That was before both of you bailed out on the team. I'm keeping her."

"No you're not," Jen said, blasting her mana eye beams at Kevin, stopping him in his path. "We're driving alright."

"How do you figure?"

"Well," Ben said, winking to his sister. "Humungousaur would be happy to throw the cars to Missouri."

Kevin groaned and tossed the keys to the twins.

"Let's do this, bro!" Jen said, quickly hopping in the front seat of the pink car as Ben got into the front of his car. "Get in you guys!"

"I'll take my bike," Ally said as she walked off.

---

Soon enough, the two cars got on the road to Barren Rock, Missouri. Elena and Kevin were driving in Ben's new car, the DX Mark 10, while Gwen was riding in the front seat of Jen's car, the Pink Angel.

"Nice wheels, cuz," Gwen said as Jen smiled, the wind blowing her hair back.

"Hey, Pink Angel here is a beauty to behold," Jen said, patting the side of her door. "Yes, you are. Yes, you are."

"You're turning into Kevin over his car."

"Oh, I'm not going to that level... yet."

"I like it," Ben said.

"I'm thrilled," Kevin said, annoyed as the twins drove down the road with Ally driving behind them on her bike.

"Wait till they see the modifications I made to my ride."

---

The team parked beside the railroad tracks in Barren Rock and looked on.

"Missouri in February," Gwen said, crossing her arms. "It's my dream vacation only 40 degrees colder."

Everyone looked up over the hill to see tons and tons of workers in the Ship-It distribution center with a lot of trucks and planes.

"Let me get a closer look," Ben said as he looked through their binoculars to see the amount of chips. "It's like a small army."

"Or not so small," Jen said, taking the binoculars to see the amount of chips. "Check it out, Ally."

"We're going to be fighting some serious odds down there."

"Those people," Gwen realized. "They're all infected."

"We can't hurt them," Ally said.

Kevin saw someone drop the crate on the ground, breaking the chip containers on the ground.

"Oops. That's coming out of your zombie paycheck."

"All those crates are filled with chips," Elena said. "There must be millions."

"Probably six billion. That's how many humans there are on Earth," Ben said. "Okay, let's get inside."

The team ran down to the center and then ducked for cover behind the crates, sneaking past all of the zombies as they looked at where the crates were coming from: inside the building.

"Looks like that's where we want to be. Right in there," Elena said.

"Oh no," Gwen said, looking up to see Max talking with another zombie. "Grandpa."

Jen quickly shushed her cousin and grabbed her back to stop her.

"No, Gwen!" Jen whispered. "If he sees us, he'll alert all of the others that we don't belong here."

"He's one of them now," Ben agreed. "A hive mind. It's all up to us now."

"Let's go," Ally whispered as they snuck into the building.

---

The team looked on from the rafters to see the development and packaging of the chips.

"Look," Kevin said as they looked to see the man in the center of the room with tons of tubes with the chips flowing out of him and the hive mind slaves packaging the chips into crates to be sent out all over the world.

"It's like a human assembly line," Gwen said.

"There's no sign of her royal higness, the Queen," Ben said, mentally preparing himself.

"But there's someone we do know," Jen said, gesturing to the man in the center: Victor Validus.

"It's the creep from back at the mill," Ally said.

"That's Victor Validus," Gwen realized, recognizing the picture.

"I knew it!" Kevin scolded the twins. "I told you two not to trust her."

"It's not that simple," Elena said.

"You knew your father was behind this the whole time, didn't you?" Gwen asked.

"You said you didn't know that guy," Ben said.

"I don't! That's not my dad. He's become some kind of freak."

The twins looked over to see the numerous amounts of chips falling out of the man and nodded to each other.

"Well, I think we found out how they're making those chips," Ally said.

"No," Elena said in horror.

"You expect me to believe she's on our side?" Kevin asked.

"I knew not to trust you," Gwen said. "Becky did too!"

"No, you're wrong. You don't understand."

"You've got a lot of explaining to do."

The twins looked down to see a kid and his mother pass under them before the kid looked up to them.

"Not here, she doesn't," Ben said.

The kid and his mother looked up to see the team vanish from the railing before shrugging it off and getting back to work.

---

After getting to the ground floor and hiding again, Kevin absorbed the hard metal from a beam and raised his fist to Elena.

"They're both in this together, it's not like that."

"NO!" Jen shouted as she tackled Kevin and struggled as he tried to get her off his back. "It's not like that!"

"It's okay."

"How is this okay?!" Ally asked.

"Ben, Jen, her father is reproducing those chips. He's the one controlling this whole operation."

"Is he?" Ben asked. "Because it looks to me like the chips are the ones controlling him. Just like Max."

"It's not a trap," Jen said. "But we trusted you, Elena."

"I had to lie. I knew you'd react like this: refuse to help me, treat me like the enemy, just like the Plumbers did to my father."

"Then I guess you don't know us as well as you thought," Ben said. "Right, guys?"

Gwen, Kevin and Ally looked to each other and they whistled sheepishly.

"I'm sorry. I just wanted this whole nightmare to end."

"Well, looks like it's just beginning," a familiar voice said and they looked to see Becky walk towards them, albeit with an obvious limp as she glared.

"Becky? What are you doing here?" Gwen asked.

"How are you here?" Jen asked.

"It took you about three days to get here, remember?" Becky said. "In that time, Grandma healed my leg with her mana and then teleported me here to help you guys. Did you really think I would miss out on a time like this?"

"No we didn't," Ally said, jabbing her friend in the shoulder. "You're sure your leg's good enough for you to fight?"

"Still got a limp, but it's nothing worse than anything I've had," Becky winced.

"So that's what those plans were for," Ben said, looking at the chips as everyone informed Becky on the new info. "Victor was conducting tests on himself! He's the hive!"

"His own body's producing the chips by the thousands every minute!" Jen said.

"But wait," Gwen said. "In a colony, only the queen can reproduce."

"So that means," Becky began.

"The queen is inside of my dad," Elena said.

"We've got to shut him down, guys," Kevin said. "You two destroy him, you destroy the queen."

"No, you can't!" Elena shouted.

"I'm sorry, Elena," Gwen said. "But Kevin may be right. It's a choice between one man and the entire human race."

"You two said you'd save him! It's not his fault, he's being controlled by the queen!"

"Guys," Ally said, taking the twins by the shoulders. "I know this is hard for you. But if you don't take this guy out, the whole world falls."

"You know what your grandfather would do," Kevin said.

"We don't know what Max would do," Jen said, sighing. "...But we know what we wouldn't do. We don't destroy victims, we save them. We only destroy enemies."

"So what's your plan, Ben and Jen?" Elena asked.

"Okay," Ben said, activating his Omnitrix. "It looks like all the soldier chips have been rendered dormant for shipping."

Jen activated her's as well and started dialing. "If we can stop the queen before she activates them, we may stand a shot at beating this thing."

"Wait," Becky said. "What do we do if Alien X or Way Big gets absorbed by the hive? Then it's all over."

"Actually..." Ben said. "Absorbed by the hive is pretty much what we had in mind."

"Huh?" Ally asked.

"Remember when the Omnitrixes scanned the chips' DNA?" Jen asked. "The two of us can fight them from the inside if we become one of them."

"The watches have been baking this up the whole time. Now it's time to take it out of the oven."

"Guys," Kevin said. "This isn't like anything you two have ever become before."

"Kevin's right," Gwen said. "It's a hive mind-based organism."

"So?" Jen asked.

"So I'm sure that the Omnitrixes can turn the two of you into one of these things, but I'm not so sure they can keep you in control once they do. You may become permanent slaves to the hive."

"Turbo-charged killer weapon slaves," Kevin said.

"Don't do it," Elena said. "I don't want to lose you guys too."

"Sorry, Elena," Jen said. "We're out of options."

"It's time to put our faith in the Omnitrixes," Ben said, before he was pushed by Gwen.

"It always has to be the Omni-Twins' way, doesn't it, you two? Just like walking out on the Plumbers."

"Okay, so maybe we should've stayed and talked it out," Jen said. "But this is different!"

"Why?!" Becky shouted.

"This is something we don't want to do. We just don't see any other way!"

Suddenly, Elena was grabbed from behind and immediately decked the slave holding her, sending him crashing to the ground... just as the alarm sounded and everyone quickly suited up.

"Our cover's blown!" Huntress shouted, twirling her spear as the others got ready for battle.

"Elena!" Omni-Green shouted as they saw all the slaves walking towards them as the twins readied their Omnitrixes.

"What do you want us to do?!" Lucky Girl asked.

"Keep them busy!" Omni-Pink shouted.

"How?"

"Any way you can," Omni-Green said. "We trust you."

"Let's do this," Omni-Pink said as she and her brother both closed their eyes and slammed down the cores.

When they opened their eyes, they looked up to see everyone towering above them and they were still in their Omni-Suits.

"Huh?" Omni-Green asked. "What gives?"

"We're just small?" Omni-Pink asked.

Suddenly, the twins felt the energy surge into them as their forms instantly morphed into their newest alien form.

They were about a centimeter tall with grey skin with a gree n circuit-like design for Ben and pink for Jen. They had green and pink wings as well as one large, green and pink cyclopean-eye. Their bodies were made of a carbon or silicon-based alloy, with triangular feet and the Omnitrix symbols on their chests.

"What is that?" Absorber asked.

"They've turned into some kind of nanomechanical organism. Just like the chips."

"Nanomech," Ben said as he turned to Jen, who smiled and started hovering.

"I like it," she said.

The twin aliens, now dubbed Nanomech, flew through the air, unseen by the hive mind due to their size as they flew towards Victor's body.

"Time to get smaller," Ben said as he shrunk down some more and Jen did the same as they flew towards Victor, who took notice of them, looking on oddly.

"Even smaller!" Jen said as they shrunk down some more and flew into Victor's nostrils, dodging all the mucus that flew at them as Jen looked on, disgusted out of her mind.

"This is officially the grossest thing we've ever done," she said, deadpanned.

"True that."

They flew through the crevices in Victor's head and looked to each other and nodded before they felt an aching in their heads.

"Argh!" they both shouted.

"Listen to my voice," the queen of the chips said in their heads. "You must obey."

"Never!" Jen shouted, fighting it. "We have to fight this."

"Both of you are one of us now, Ben and Jen Tennyson."

Victor groaned, getting a headache as the slaves ran after the heroes as Becky swatted them away with her spear (albeit with some difficulty) and Elena punched them away as Lucky Girl blasted them with mana and Matter Girl slammed them away with her strong punches.

"Sorry!"

"How can you two care about the humans when all the power in the universe is yours?"

"Because we're human!" Ben shouted as he blasted a green energy blast and Jen fired her pink ones as well at the queen as she flew around to dodge it.

The queen raised her stinger and blasted the twin Nanomechs with an energy blast.

Lucky Girl created mana platforms under her feet and backflipped over a group of the slaves before sending them flying back with a mana wave.

Elena grabbed two pipes and twirled them alongside Huntress, who winced at the annoying limp in her leg as they swatted all of the slaves back with their weapons and Absorber and Matter Girl did the same by absorbing the concrete.

"Hurry up, guys!" Huntress shouted.

"You are different from these other drones," the queen realized, blasting at the twin Nanomechs as they dodged all her blasts and fired their own green and pink blasts at her. "Stronger. Together, we can rule everything!"

"Sorry," Ben said. "Not gonna happen."

"We're just not ready for that serious a commitment," Jen said.

"Then you will die along with all the other humans!"

The queen released several energy tendrils from her body, shocking the screaming twins to heck.

It looked like Victor was having a meltdown as Lucky Girl sent out several energy charged punches to a bulky man, but only ended up hurting herself in the process.

"What are the twins doing in there?" Elena asked as they looked to Victor.

"Whatever they're doing, they'd better hurry up!" Absorber shouted.

The team looked as the chips started glowing orange, signifying the obvious.

"The chips are activating," Huntress said. "We don't have much time!"

The rest of the Omni-Team looked to see they were instantly surrounded on all sides by the hive mind slaves.

The twins struggled in the queen's grasp as she ground them against Victor's inner skin.

"You two were fools to transform into drones. I can easily defeat any puny drone!"

"Well we're not just any drones!" Jen said as she slammed the queen out of their grip with her strength.

"We're half drone-half human," Ben said as the twins held hands and grew the same energy tendrils the queen used against them. "Drones can adapt."

"And humans never give up!" Jen shouted as they joined their power and fired a massive green and pink blast at the queen, instantly destroying her.

With the queen's destruction, the entirety of the hive mind stopped in their tracks as the chips glowed orange before detonating themselves, freeing the slaves from the queen's control.

Victor then regained control of his body as well as he sneezed as the twins transformed back, rolling right up to the others as they looked disgusted.

The humans all around them looked completely confused, wondering how they got there and what happened to them.

"They did it!" Lucky Girl said as the rest of the team immediately looked for a place to hide to keep their identities intact.

Elena, however, ran up to Victor, happy now that he was free and took his hand.

"Dad!"

"Elena?"

"He's alright!"

The twins, now back in their normal clothing, came running up and smiled at their handiwork.

"What are we? Chopped liver?" Ben asked as Jen chuckled.

"Hello! The two of us just saved the world again!" she said. "How many times does that make, bro?"

"Hmm... I'd say about six. At least."

"Don't look at me," Kevin said. "I'm not hugging you."

Elena smiled and hugged the twins lightly before they chuckled.

"Actually, you might not want to hug us so tight," Ben laughed. "We flew through a lot of snot."

Everyone chuckled before Becky realized.

"Wait a minute. What about..."

"Grandpa!" everyone said as they ran forwards and the garage doors opened.

"Max?!" Ben shouted as he and Jen walked through the area. "Max, where are you?!"

"Grandpa!" Jen said, before they felt a hand on their shoulder to see Max scolding them.

"You've got a lot of gall. Disobeying orders, defying my authority."

"Grandpa, please," Ben said.

"You know what that kind of behavior gets you?" Max asked, before he pulled his twin grandchildren into a loving hug.

Everyone walked out of the building and started wandering the grounds of the shipping center as Elena led her father over to the team as Max chuckled.

"I'm sorry, Victor. None of this would've ever happened if I had trusted you. My grandkids taught me that lesson today. Sometimes, you just have to go with your gut."

"No, Max," Victor said. "It wasn't right to go it alone. Ben, Jen, thank you. I'm forever grateful to you, Omni-Twins."

"Thank you, Mr. Validus," Jen said, shaking his hand followed by her brother. "We learned from the best."

"But you should be thanking your daughter. If it weren't for Elena, we'd be at a school soccer game right now."

"They're just being modest."

"Ben? Jen? Modest?" Kevin asked. "Not possible."

"They're too proud of themselves to be modest," Ally said, jabbing her arm. "Now I need to get to New York. I'm going to be competing for $10,000."

"In another kickboxing match?" Max asked.

"No. It's a cooking competiton," Ally said.

"You know, we make a pretty good superhero team," Becky said, shaking her leg out.

"We make a great team," Elena said.

"We're more than a superhero team," Gwen said, smiling. "We're Plumbers. And the Plumbers have two pretty great leaders."

"Indeed they do," Max said, turning to the twins. "Ben, Jen? What would you say if I asked you to step in as the leaders of the Earth Plumbers installation."

"Huh?" Ben asked.

"Well, I'm not getting any longer. And believe me, I've been waiting for this moment long enough."

"But Grandpa, we couldn't take over," Jen said. "We're only 16."

"You already have in a way. Those Omnitrixes could've gotten to anybody's wrists. We can count ourselves lucky that they found yours."

"I hate to say it, but Max is right," Becky said.

"Can we at least get a 30-day trial period?" Kevin asked.

"*sigh* Okay," Ben said. "We'll do it."

"And our first order of business will be to deny Max's resignation," Jen said as Max looked to her. "Sorry, old man. You're not getting out of the Plumber business that easily. Your girlfriends would agree with us."

"Eh, you're probably right. Now, what in blazes did that zombie me do with my ride?! I have a date with Verdona tomorrow!"

The twins chuckled as they walked over to their new cars.

"What did you mean when you said 'we're a great team?'" Gwen asked Elena. "You're not on the team."

"I am now, red. I've earned my place and you're going to have to move your locker at the Plumbers far from mine."

"I don't think so!" Gwen said as Kevin chuckled to Ben as they walked to the new cars.

"You'd better get used to that, man," Kevin said. "It's the sound of things to come."

"I already have a great girlfriend, you know," Ben said.

"Yeah, I know. But with how many girls like you now, it's going to be a real hoot. Now give me back my keys," Kevin said.

"Not a chance. From now on, we're driving," Jen said. "You have your own car to rebuild... again."

"I call shotgun!" Kevin said as he jumped into the passenger seat of the DX Mark 10 as Gwen rolled her eyes and leaped into the passenger seat of the Pink Angel as the Omni-Team drove off into the sunset back to Bellwood.

---

Next time on Ben and Jen 10: Alien Force:

Vengeance of Vilgax