In Ben's room in Omni-Manor, he lie sleeping in a cold sweat, tossing and turning in his bed with a groan, but then woke to see a rather familiar shadow sweeping across his wall.

Curious, he got out of his bed and walked over to the window, parting the curtains to see the garden of the Omni-Team's headquarters in the backyard.

Ben sighed as he went back to bed and was just about to fall asleep when suddenly...

"Did you and your sister really think you would be able to get rid of us that easily?"

Ben was awoken easily and shot up to see an old enemy standing there.

"Validus!" he shouted to Victor Validus. "What do you want?"

"This isn't about the microchips or even the queen in her hive," Victor said. "We understand why you did that to us."

"Then why..."

"We're here because of what you wanted to do to Elena!"

"I don't understand."

"Don't lie to me, Ben. A father can tell these sort of things."

Validus glared as he unleashed tons of metallic tentacles from his hands and Ben his Ultimatrix core down and transformed into...

"Humungousaur!"

"Hairicane!"

As the flash of green light died down, the Vaxasaurian suddenly looked up to see that he had shrunken to the size of ants and were standing on Ben's now giant sheet.

"Uh oh," Humungousaur said as he and his sister shouted out and dodged the tendrils as they leaped forwards and hid under his pillow, only for the metal tendrils to simply push the pillow away and the twins found themselves ensnared as Validus brought them up to his face.

"Validus, please!" Humungousaur shouted as the room around him began to distort. "We would never do anything to hurt Elena!"

"We didn't say you wanted to hurt her."

Validus' form suddenly began to distort and deform as he tossed Ben down into an endless void as they screamed in horror... before he suddenly found themselves away in his rooms with everything looking normal.


The next night after completing the Omni=Team completed their hero duties, Jen went to her room in Omni-Manor and turned out the lights before drawing open her curtains, only to see Victor Validus standing outside of her window, scaring the shit out of her.

She quickly backflipped back and transformed into Painwheel, tackling him into the backyard with a shout, only for him to use his metal tentacles to ensnare her as she quickly hit her Ultimatrix symbol and transformed into Goop to ooze through the tentacles and then tackled Validus into the ground with a grunt.

But then, Validus' body dissolved into the nanochips and then the swarm flew away and disappeared into a nearby sewer grate.

However, one chip was left behind on a pipe and Jen quickly changed back and used her telekinesis to grab it before studying it intently as she nodded to herself.


"I must have seen Victor Validuis' shadow in the curtain and that made me dream about him," Jen said as the Omni-Team sans her brother looked uncertain at hearing that.

"If you ask me, the whole thing is a dream," Kevin said.

"I liked the part where Humungousaur was really tiny," Gwen chuckled. "I was dreaming about how nightmares reveal what we're really afraid of."

"Gwen, the part about me being little was just a nightmare, but the rest of it really happened!" Ben shouted.

"Keep telling yourself that, bud," Ally said, not believing them.

"Guys, even if what happened when you guys woke up was real, you two saved Victor Validus was cured a long time ago," Becky agreed. "And those alien microchips were all flushed when you two killed the queen. You know? The day you were appointed leaders of the Earth Plumbers?"

"Oh yeah?" Jen asked before she held the chip she recovered in her hand. "Then what's this?"

Their teammates gained shocked looks on their faces at seeing the chip in Jen's hand.

"We need to investigate," Becky said.


The Omni-Team arrived at Validus Laboratories and the twins turned to their teammates.

"Ready?" Ben asked as Kevin absorbed some metal from a pipe.

"Ready," he said.

"Ready," Lucky Girl said, encasing her hands in mana.

"Ready," Huntress confirmed, twirling her spear.

"Ready," Apex said as she hovered in the air.

The twins fist-bumped as they transformed into...

"Terraspin!"

"Mother Nature!"

Everyone charged as Terraspin and Apex crashed into the lab, but then, the former crashed into a mop bucket and then slid on the resulting spill of the sudsy water before stopping just before he crashed into the janitor cleaning up the lab.

"Where's Validus?" Kevin accused the janitor.

"Who are you?" the janitor asked, pointing his mop at them.

"We're the Omni-Team," Huntress said. "We're just looking for Valadis. We don't want to hurt you."

"You know where Victor Validus is, right?" Apex asked.

"6255 Pleasant Hills Rd."

"...What?" Terraspin and Mother Nature aske, stunned.

"What's that?" Lucky Girl asked.

"A cemetery," Terraspin answered.

"Wait, so Validus... is dead?" Huntress asked.

"It was a big shock," the janitor said. "One minute he's fine, the next minute. Poof. Gone."

"Did you know him very well?" Ally asked.

"A few years. I helped him with a few experiments. Nice man. Can't believe I'll never see him again."

"Hold it, Igor," Kevin said. "Doesn't it seem a little strange that Validus would suddenly drop dead at the drop of a hat after everything that happened?"

"Anyone can die at any time. Even you, smart guy."


"There's something about that janitor I don't like," Kevin said as the team drove their cars down the streets of Bellwood.

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

"No, it's something else."

"Do either of you know how to get to the cemetery?" Gwen asked.

"I do," Jen said. "But we'll do it later. For now, we have another stop to make."


The team took the Rust Bucket III en route to the Plumbers' Academy as some tests were going on with the Plumbers' Kids.

"Yes, well, a pinch more nutronium oxide next time," a Galvan instructor said to Maddie as her volcano exploded. "Don't forget, your research papers are due tomorrow morning bright and early."

"You got it," Maddie nodded before the team noticed the Omni-Team at the doorway. "Oh, guys!"

"Hey, guys," Jen said as her friends all crowded up to her with a ton of hugs as Jen hugged them back.

"What are you guys doing here?" Jess asked.

"We're here to see Elena," Jen said.

"Oh, yes, Elena Validus," the instructor said. "One of our best students. She would've made an excellent Plumber someday."

"But she decided to drop out," Wade said, shocking the team.

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

"Elena was shattered by her father's death, as you might imagine," the instructor said. "She couldn't concentrate on school."

"Maybe she'll be back once she gets over it?" Gwen suggested.

"Unlikely," Lila sighed. "When her father passed, she went back to Earth and took up his research on the alien microchips. No one alive knows more about them than she does."

"That's why we're trying to find her," Ben said as the team left their friends and followed the Galvan instructor to a computer system and he pressed a button, which caused everyone's Plumber badges to start ringing.

"I just sent her new address to your badges."

"Thanks," Jen said. "We-"

She was cut off when an explosion occurred in the chemistry lab next door to the computer room.

"Not the chlorine, the fluorine!"

"That's why I'm trying to find her," Kevin mocked as the twins glared at their friends.

"It is why!" Ben retorted.

"Admit it. You just want to see her again."

"Hey, Elena and Ben are just friends," Jen said. "That's it. He and Julie have a very serious relationship, just like you and Gwen do."


Elena Validus, now wearing a lab coat instead of her biker gear, opened her door and was shocked to see the twins standing there.

"Ben and Jen Tennyson!" she said, delighted as she gave them a friendly hug as their teammates stood behind them with a scoff.

"Just friends, huh?" Kevin asked as Jen only reached behind her and blasted him in the chest with a pink energy blast from her enchantlet, sending him tumbling over the hood of his car.

"Come in. Let me show you around the lab," Elena said, leading the twins inside as their teammates looked unsure and walked inside.

"Most of this came from my dad," Elena said, showing the Omni-Team around her new laboratory. "The rest, I built myself."

"This is incredible," Ben said. "It's on par with Alexia's technology."

"Well, my dad set the bar pretty high."

"Elena," Becky asked as Kevin messed with some of the computers. "Are you sure you should be doing this?"

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

"You know how dangerous they are," Gwen said. "They can reproduce themselves. Take over human bodies."

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

"Maybe," Ally said. "But it's not worth the risk."

"There's no risk," Elena said as she went to the controls to a chamber with a bunch of the nanochips inside of it. "Watch."

A mechanical claw arm reached down from the chamber's ceiling and Elena ordered the claw arm to go towards a section of the wall that separated as the claw reached out to let the chip out.

"Wait! Don't!" Gwen shouted.

But before it exited the chamber, the chip was shocked with red electricity and was instantly charred to a crisp.

"Force field. My own personal fail safe. None of the chips can ever leave that compartment."

"Oh yeah?" Kevin asked. "Then how do you explain this?"

He showed Elena the chip that Jen had recovered, causing her eyes to widen in shock.


Later, Elena studied the chip under a microscope and winced at its encoding.

"It's not one of mine."

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

"That's what we have to find out," Ben said. "And we're going to need your help, Elena."

"You know more about these things than anyone else in the world," Jen said.

"Guys, I'd like to help. But what I'm doing here is just too important. But maybe you could help me. This could change the whole world, you know."

"Yeah, and these things could change the whole world too," Ally said as she took the chip from the microscope with a glare. "But not in a good way."

"Ben and Jen have to help us find out where they came from," Gwen said. "They don't have time to be lab rights, right?"

"Right," Jen said as she walked over to her teammates. "Come on, Ben... Ben?"

Ben only looked down at Elena, only to be snapped back to reality as Jen snapped her fingers in his face.

"Oh, right. Right."


Later on, Gwen, Kevin and Becky were having a conversation at a table at Burger Shack as Ally was outside on the phone with the contractor to start construction on her and Jen's new restaurant.

"It's just too dangerous," Becky said.

"I wouldn't go that far," Kevin said. "Disappointing, maybe."

"Elena and those microchips she's working on?" Gwen asked.

"Oh, them. Yeah, they are dangerous. Without question."

"What were you talking about?" Becky asked.

"Elena and Ben."

"What are you talking about?" Gwen asked.

"She's totally into him," Kevin said. "Anybody can see that. But she's gonna be a problem."

"Why?" Becky asked.

"Elena's the type of girl who makes people think she cares about them. But once they start caring about her, poof. She's gone. I've seen that type before. Lots of times."

Just as he was about to bite into his burger, the two sisters only gave him an unamused frown.

"I mean... I've heard about them. From friends."

"Better," Gwen said.

No one noticed the form of Victor Validus as he stepped out into the parking lot with a glare as Ally was still on the phone. Validus only dissolved into a swarm of microchips and took off into the horizon.


The next morning, Ben sat on the couch of Omni-Manor and did his homework as Jen was on the punching bag with a several grunts as she gave several quick jabs. Suddenly, they heard the doorbell ring and Ben went over to see Julie standing there with a blush as Justin stepped in and smiled to Jen.

"Hey, babe," Ben said as he and Julie.

"Hey," Jen said as she and Justin shared a kiss as well. "What are you guys doing here?"

"We were just passing by. Just wanted to see what you were doing."

"Homework, believe it or not," Ben said as Jen nodded.

"I got mine done this morning. Come on in."

Julie and Justin stepped in as Justin gave a concerned look to his girlfriend.

"You guys look kind of upset."

"It's this problem we've been working on," Ben said.

"Calculus?" Julie asked with a concerned tone.

"I wish. Then, we could just ask you to help us with it," Jen chuckled. "It's like the answer's right in front of me, but I can't see it."

"What is the problem exactly?" Justin asked. "A hero problem?"

"Yeah. The microchips from before are back," Ben explained. "I'll show you."

Ben went to his jacket and searched the pockets, but was stunned to see the microchip was gone.

"What's the matter, Ben?" Julie asked.

"Oh, man!" Ben realized. "Kevin has it!"

The Omni-Twins ran for the door, but then stopped as they turned to their significant others with a wince as Jen rubbed her neck.

"It always feels like we're running off somewhere, doesn't it?" Ben asked.

"It's starting to," Julie said. "But that's just your job. We understand."

"Can we meet up tomorrow?" Jen asked Justin. "I can ask some of our hero friends to help if there's a problem."

"I'd like that," Justin smiled as he and Jen shared a hug as Julie gave a soft smile as the twins ran off to Burger Shack.


The rest of the Omni-Team struggled in Validus' tentacles as he hoisted them into the air before tossing Kevin into the streets as Apex used her super strength to burst out of the tentacle and then took off towards her brother and caught him just as the DX-Mark 10 and Pink Angel pulled up and Ben and Jen stepped out of their cars and looked to see Validus.

"Let's do this," Jen said as she and Ben readied their Ultimatrixes and transformed into...

"Water Hazard!"

"Discharge!"

Discharge gave a powerful shock to Validus, sending him flying and causing him to drop Lucky Girl and Huntress and Water Hazard used a stream of water to break their fall. The twins then gave a combined blast of water and lightning out, which Validus avoided by dissolving into a swarm of microchips and he escaped into the sewers.

"He was willing to fight us, but not you guys," Apex said as she flew towards the rest of the team.

"It doesn't make any sense," Huntress said, righting herself on her spear.

"Something else doesn't make sense either," Kevin said with a confused look.


The Omni-Team changed back to their normal forms and entered the cemetery where Victor Validus was reported to be buried.

At his tombstone, Kevin absorbed the concrete and gave the twins a look.

"If you guys want to transform into Armodrillo and exhume him from the grave, now's the time."

"I'm not sure this is such a good idea," Jen said.

"How else are we gonna prove Validus isn't dead?" Ally asked.

Gwen then closed her eyes and focused as she sensed the mana underneath the tombstone.

"There is someone down there," she said. "And it's Victor Validus."

"I could've told you that."

The team looked behind them to see Elena step out from the shadows with a glare.

"Elena? I thought you didn't want to help?" Jen asked.

"I changed my mind."

"But I thought your research was more important," Becky asked.

"Friends are important too," Elena said.


Later on, the group had met up at Mr. Smoothie to discuss their current situation.

"What I'm wondering is why these new chips would take the form of your late father?" Becky asked.

"It's out of habit," Elena explained. "They know it from when they attacked us the first time."

"But what do they want?" Ben asked. "Last time, they tried to take over everyone and everything on the planet. But this time..."

"I know what they want," Kevin sighed. "They want to kill me."

"And me," Gwen said. "And Ally and Becky too."

"But not us," Jen noted.

"How so?" Elena asked.

"They ran away from us twice."

"Maybe they're afraid of all those aliens you two have in your arsenal?"

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

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

"Well, we are," Kevin said. "I'm gonna go do some detective work."

"You guys coming?" Becky asked as she stood up from the table.

"Can't," Ben said. "I'm supposed to meet up with Julie later."

"And I have a date with Justin," Jen said. "Although, we probably need to find a restaurant that doesn't have a hole in it."

"Suit yourself," Ally sighed as she pat Jen on the back and walked over to her bike as she drove away as Kevin, Gwen and Becky did the same as they went to Kevin's car and left in a different direction.


"Did you see the face Elena made when Ben mentioned Julie?" Gwen asked as Kevin's car travelled down the road.

"That's just the way girls are. You gotta take advantage, play one against the other," Kevin said, instantly drawing ire from his girlfriend and her sister. "Or at least that's what my friends said."

"Which friends?" Becky asked, arcing an eyebrow.

"The ones I don't see anymore?"

"Uh-huh," Gwen said, not believing him in the slightest as the trio and Ally pulled up into Validus Laboratories.

"What are we doing here again?" Ally asked as she took off her helmet and shook her hair out.

"I noticed something suspicious about that janitor," Kevin said as the janitor appeared again.

"Oh, it's you kids again. What do you want?" he asked.

"I wanna know who you really are!"

"Kevin!" Gwen scolded.

"He knows what I'm talking about! Don't you?"

"I do not! You're crazy."

"Oh yeah? Then what about this?" Kevin asked as he reached up and grabbed the janitor's hair, which was revealed to be a toupee and he stumbled back in shock and tripped over his sanitizing bucket, groaning as he hit his head and fell unconscious. "I spotted it last time we were here. When he wakes up, everything's gonna be a whole lot clearer."

"Are you sure about that?" Becky asked.

"Absolutely. I saw something like this on TV once."

"Tell me it didn't involve a talking dog and a gang of kids from the 60's," Ally begged.


Meanwhile, Julie walked up to the Burger Shack and looked in in suspicion as a perimeter was set up around it as smoke was escaping from the place as the fire department was finishing up its work.

"Ben?" a worried Julie asked as she looked around the corner for her beloved boyfriend. "Ben?"

Suddenly, the tennis star screamed in fear as she was attacked by a massive swarm of nanochips.


Ben suddenly pulled up in his car and was shocked at the boarded up restaurant and he got out of his car and stepped out in confusion.

"Has anybody seen Julie?" Ben asked.

"She just stepped out back," one of the teens said.

"Thanks."

Ben then stepped into the same alleyway Julie stepped into and looked around for his girlfriend, confused as to why she didn't show up.

"Julie?" he asked. "Julie?"

That was when he spotted a single stray microchip resting on the sidewalk. He then pulled his phone out and dialed up his sister, who immediately answered.

"Julie's gone missing!"

"Shut up! Because Justin's not picking up any of my calls either!" Jen said. "Did you find anything?"

"Yeah... another chip."


In Elena's lab, as the heiress to Validus Labs was working, a massive pounding was heard and Elena walked over to open the door to see two very pissed Omni-Twins standing there.

"Ben! Jen!" she said as she noticed the glares on their faces. "What's wrong?"

"We found another one of those chips," Ben said.

Elena looked absolutely stunned before walking over to examine the chip under a microscope.

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

"Prove it," a disbelieving Jen said as she snatched the chip back.. "Let's compare it to one of yours and then try to explain yourself."

"...Mine are on the-"

"They're the same, aren't they?!" Ben shouted.

"...Yes."

"You've learned to control the chips," Jen said accusingly. "And you've been using them to try to get rid of anyone who stood between you and Ben!"

"That's why they tried to fight our teammates, but they wouldn't fight us!" Ben said.

"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 them in the force field. I... I didn't think they would do any harm."

"Well, you definitely didn't think at all!" Jen accused.

"I'm sorry! I was selfish. I didn't want to stop my work to go look for them. You two know how much this means to me. And to the world. We'll go right now. With what I've learned about the chips these past few months, it shouldn't take more than a few hours to find them and deactivate them, okay?"

"...Fine," Ben said as Elena smiled and then walked away as the twins turned to each other and shook their heads. "I don't trust her."

"That makes two of us," Jen said. "Let's play along for now."

"You got it, sis."


"Come on, Igor," Kevin said as he slapped the janitor in the face, causing him to stir awake. "Up and at 'em."

The janitor groaned as Apex lifted him up by his collar.

"Why you do that to me?"

"You did that to yourself. Who are you?" Apex asked.

"I am janitor, idiot heroes!"

"Oh? Then what's this?" Huntress asked, tossing the janitor his toupee.

"For hiding! When hair start to fall out!" the janitor exclaimed as he put his toupee back on "That's how I explain! Maybe your boyfriend need one someday too."

"Kevin, I think an apology is in order," Lucky Girl scolded.

"No way. This guy's got to know something."

"Why? Because that's how it works on TV?"

"I don't know nothing. All I do is clean Victor's lab. Then help crazy daughter move equipment."

"Wait a minute. Why do you think Elena's crazy?" Huntress asked.

"The way she talk, saying 'we' or 'us' when it's just her in the room. Who she think she is? Queen of England?" the janitor explained before walking away from the scene.

"No. Not the Queen of England. The Nanochip Queen," Apex realized.

"I thought the twins destroyed the queen," Kevin said.

"...Long live the queen," Lucky Girl said.

"We gotta get to Elena's lab," Huntress said.

"No shit!" Kevin said.


"I guess I got a little paranoid," Ben said. "For a minute there, I thought that Julie and Justin-"

"What about Julie and Justin?" Elena asked suspiciously.

"Nothing. They just failed to show up for our dates is all," Jen said.

Little did either of the twins know, their significant others were currently bound and gagged in the closet, squirming and struggling to get free.

Elena smiled and closed up her briefcase with a soft smile.

"I'm so glad we're going to be together now," Elena said.

"Working together, Elena," Ben corrected.

"It won't always be work."

Elena leaned in to give Ben a smooch, causing all sorts of red warning lights to go flashing in Jen's head as she was about to stop this nonsense, only for the trio to flinch in shock when a loud bang sounded out from the closet.

"Don't," Elena said.

Ben and Jen ignored her as they ran to the closet, causing a very angry Elena to morph into a new form. She was much about 6'6 feet tall and her body became black with blue stripes. She had horns on her head that resembled a crown and her outfit changed to a slight gown with a cape, similar to a queen.

"We said don't!"

"It was you," Ben said as he and Jen glared and got into fighting stances.

"Us, Ben. Us. Some of the chips hid in me so that the ones inside my father could be sacrificed. We built the false queen to mislead you."

"And we bought it," Ben said as his sister facepalmed.

"And I feel like a complete idiot," she said, shaking her head.

"Elena, the chips have been controlling you. You've got to fight it!" Ben said.

"They're not controlling me. They are me! And I am them. They give me what I want. They grant my deepest desires, even the ones I don't know I had!"

She then cupped Ben's cheek as he grimaced in compete disgust.

"We could grant your deepest desires too. You like your cars? Wouldn't you like a few more? Or something else?" Elena asked as she commanded several nanochips to form things like a car, a gaming system and tons of other things many teenagers would want. "Anything else? We can give it to you, Ben."

The Omni-Twins only gave a fist-bump and broke off to the closet.

"Don't!"

Elena sent a swarm of microchips at the two heroes that formed into her father, blocking their path to their others.

"Make him go away, Elena!" Jen shouted.

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

As Julie and Justin slammed against the closet door several times, their boyfriend and girlfriend slammed their Ultimatrix cores and transformed into...

"Armodrillo!"

"AeroForce!"

AeroForce sent a powerful gale outwards that sent the projection of Victor flying as Armodrillo bore into the closet wall to reveal the bound and gagged Julie and Justin.

Irritated at this, Elena commanded the chips to split into ten more copies of her father as AeroForce turned her Ultimatrix core and slammed it, transforming into...

"ULTIMATE AEROfORCE!" the evolved Harpian cawed as Armodrillo slammed his drills into the ground, sending out a massive quake of rubble as Ultimate AeroForce circled around and around, creating a massive funnel of wind that sent sent right at the clones and the combined attack sent them all crashing into the walls as they dissolved into the mircochips.

It was at that point that the doors burst open wide and the rest of the Omni-Team filed in with a shout.

"Okay, Elena! We know what's going on here!" Apex shouted.

"What did I tell you guys? From now on, you can call me Sherlock Levin," Kevin said smugly as massive tendrils flew into the walls.

Apex and Huntress shouted out as they used their immense strength to combat the Victor projections as Kevin dodged and blocked the tentacles while Lucky Girl flew up in her Anodite form and let loose tons of mana bolts with a shout of effort as the twins turned to Elena with a glare.

"You have to make them stop," Armodrillo said.

"I can't."

"Then we'll have to stop you!" Ultimate AeroForce cawed as Elena smirked and formed two cannons on her arms.

"You know I love your brother Jen. But not that much."

She then fired out two bursts of nanochips out from her arms, that swarmed all over the twins and caused them to shout out in agonizing pain as htey crashed dolwn to the ground, prompting Julie and Justin to run out of the safety of the closet and ran over to Ben and Jen with concerned looks plastered all over their faces before they glared at the mircochip queen.

"Is this really what you want?!" Justin shouted.

"It... must be!" Elena shouted, clearly struggling with herself.

"No!" Julie shouted, stepping up to face her. "If there's any Elena Validus left in you, she could never want something like this!"

"Julie... Justin... We can't stop!"

"...Then you never really cared about the twins at all," Justin said with a glare.

"We did! I did!"

"Isn't there some part of you left? The real Elena Validus?" Julie asked. "Who still cares enough to stop this madness?!"

Elena gave a horrified look at the twins groaning in pain on the ground as Julie and Justin desperately tried to get the microchips off them. She steeled herself as she walked over to the chamber holding the microchips and typed in the code, opening the door and several microchips flew towards the force field and were instantly destroyed.

"Elena! No!" Huntress shouted.

Elena only gave a soft smile to the team and then walked into the force field and she shouted out in agony as her entire form was disintegrated and the rest of the microchips fell lifelessly to the floor.

Ben and Jen changed back to human form and the rest of the Victor projections were dissipated and the Omni-Team looked on in shock at what just happened as they let their guard down.

"Oh no," Ben said as he looked into the chamber as Jen ran up to him and gasped as she saw just what had happened.

"It's not as bad as it seems, guys," Justin said. "Whatever was destroyed there wasn't Elena. The nanites got her a long time ago."

"You're wrong, hon," Jen said. "There was enough of our friend left in their to save our lives."

"...Goodbye, Elena," Ben sighed as everyone bowed their heads and left.


Shortly after the Omni-Team's vehicles left the scene, little did any of them know, the microchips started suddenly sparking to life again and swarming along the ground of the laboratory and gnashed at the camera.


Next time on Ben and Jen 10: Ultimate Alien

Creature From Beyond