Ben 10: Alien Swarm Page #2

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trust anyone.

l can't even trust Max.

Trust me to do what?

Hey, Grandpa.

We can't trust you to make soup

without putting

baked hummus,

or lizard gizzards in it.

Hmm.

That sounds like

a pretty good combo.

What are you guys doing

down here in the hole

on off hours?

Uh, we had a little

situation.

COMPUTER:

Commencing scan.

Hey, what's that?

Looks familiar.

l've seen that

somewhere before.

You have?

Where?

Max, there's something

you need to explain...

Unidentified intrusion

at entryway three.

Sounds like we've got

an uninvited guest.

Kev, punch up a tracker

on the complex.

No need.

l've got 'em.

They're in Max's office!

They better not touch

my model train set!

l just painted the caboose!

Over here, guys.

Whoever you are, you picked

the wrong place to break into.

You're gonna be one

fried, roasted and baked...

babe?

lt's okay, Max.

You probably don't recognize

her, she's...

lt's not okay.

lt's a Validus.

How'd you get in here?

lt's time to get Big Ed

some glasses.

Been a long time,

Mr. Tennyson.

You shouldn't have come here,

Elena.

Max, Elena was the one

who set up the sale

of those weird chips.

Of course.

l knew l'd seen those before.

lt's time for you

to go!

Mr. Tennyson,

l had to do that.

l need help,

and it was the only way

l could think of to get it.

You know the rules!

lt's my father!

He's been kidnapped by whoever,

or whatever made those chips.

l knew that only

The Plumbers could help.

Get her outta here!

You're not serious.

She needs help.

That's an order!

You heard the man.

l don't know what's going on,

but he means it.

Come on, Elena.

Then l'll tell you

what's going on, Gwen.

Your sweet old grandpa

turned his back on us

three years ago...

Threw us out on the street

when we needed his help,

lied to you

to cover his tracks.

Now my father

is in serious trouble,

and Max still won't

help us.

ls that true?

Can't we just

talk to her?

No, Ben.

Anything she said

would be a lie.

Kevin.

Thanks for the help.

You guys are real heroes.

And, Ben,

thanks for being a real friend.

What's wrong with you?

There's nothing

wrong with me,

but there's a lot wrong

with her.

She's Victor Validus' daughter.

Okay, l'm sufficiently stumped.

What's going on here?

COMPUTER:

Dr. Victor Emilio Validus.

Plumber l.D...

Victor Validus was

the best Plumber l ever trained.

We stopped more than

our share of invasions.

l trusted Vic

with my life.

l wanted to trust the running

of this place to him.

Until he betrayed me.

What?

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.

A traitor.

Traitor's daughter's left

the building.

What did he steal?

Same stuff Elena

was dealing.

You still think

she's the girl you know?

She told us the truth

about one thing,

you lied to us.

l did that for your own good.

You were too young

to understand.

l still don't understand.

You can't judge her

by what her father did.

Ben, stay away from her.

The Validus family

is blacklisted.

There can be no interaction

between them and the Plumbers.

That's the way

you see it.

The way l see it,

a friend is in trouble.

And she's the best link

we have to those chips

and the freak

who's controlling them.

A whole lot more 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!

l am not gonna boot up

this whole operation

on the word

of that one girl.

Ben.

That is my decision!

Well, it's the wrong decision.

l order you

to stay away from her.

Sorry, Max, l'm not

following that order.

Ben!

You can't break Plumber ranks!

Max, don't let him

do this.

lt's not up to me.

He's made his choice.

Kev?

Somebody's gotta stay here

and look after the old man.

Kevin! Stop him!

Don't worry.

l can handle myself.

What do you want?

The same thing as you..

l wanna help you find him.

What about your Gramps?

Not too thrilled about it.

And you're helping me

anyway?

Nice bike.

lt's Max's really.

Can't get any more angry with me

than he already is.

l'm sorry.

That's my fault.

Nah, it's his.

Let's find your dad.

First stop.. wherever you got

your hands on those chips.

Grandpa.

Am l interrupting something?

Find your wayward cousin?

He'll be back...

alone, hopefully.

Yeah, so what's the 41 1

on those two?

Elena was Ben's first crush.

She was the only girl on his

soccer team in middle school,

and Ben couldn't kick a ball

in a straight line

when she was around.

He was really bummed out

after she moved away.

Great,

so now it's puppy love.

Cousin Ben's growing up.

lt had to happen

some time.

Yeah, l'll believe that

when l see it.

COMPUTER:

lnvalid codec.

Access to mainframe

denied.

Kev, what are you doing

in Max's office?

l wanted to know what intel

we already had on those chips.

lf Validus took them

from a vault,

they should be in the system.

And?

All the files

are sealed.

Well, then you should

just ask Max.

l tried that.

He wasn't open to discussion.

So you just came in here

and opened up

his personal files?

What did they say?

They're sort of locked.

l could figure out

the password?

That would be a huge

violation of trust.

And regulations.

Well, l guess Ben is

really on his own this time.

l'm sure he'll be fine.

l mean, he's all grown up

now and everything.

Break the code.

COMPUTER:

Now implementing search

for variable internodes

based on random

numeric ciphers.

Don't worry.

Yes, yes,

our tests are all complete.

Please, we must know.

ls it time?

Oh, yeah, pal,

it's time.

Time for you

to give us your money.

[ chuckling ]

Hey, we're talking to you,

loony toon.

Don't you know this is

a bad part of town?

You shouldn't be out here

walking all alone.

Alone?

We are not alone.

We are never alone.

Your wallet, fool!

We offer you so much more

than money.

We offer you

a new life!

Join us!

Help us!

Rule with us!

[ evil laughter ]

[ both grunting and groaning ]

[ laughter continues ]

My dad started acting

really weird

a couple months ago.

l followed him one night

to this place.

Well, hanging out around here

certainly classifies as weird.

[ sighs ]

MAN:

That's a good girl.

Bring him here to us.

He can't help you now.

What was he doing,

racing cockroaches?

He has a laboratory set up.

Whatever he was working on,

he didn't want me involved.

Then he stopped

coming home at all.

Come on.

To the final staging area.

Take care of our guests.

What was he

doing here?

He was studying

the chips.

Boy, when your dad

takes up a hobby,

he doesn't mess around.

Someone's been here...

taking things.

Or looking for things.

Elena, these notes,

he wasn't studying the chips,

he was upgrading,

developing them.

Look at all this.

Your dad was crazy.

You're wrong.

He's a brilliant man, he just

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