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Plot
(At night, on Los Solodad, Upgrade, Gwen, and Cooper are inside one of the old labs having a discussion.)

COOPER: So this is the alien you were briefly saw the Null Void, correct?

UPGRADE: That's right.

COOPER: And you want me to figure out where these Rooters are?

GWEN: If you could narrow it down the best you can. That would be great.

COOPER: Of course. Anything for...uh...for the two of you.

 (Upgrade bends down for Cooper, allowing him to places his hands on the sides of Upgrades head.)

COOPER: Ok. Now I want you to think about that particalar moment when you saw the Null Void. I want you to keep that image in your head for as long as you can. That will make it easier for me to focus.

UPGRADE: Alright.

(Cooper closes his eyes. After a few moments, his eyes become robotic-like.)

COOPER: I almost got it. I can see the Null Void...and something else.

GWEN: What is it?

COOPER: It's some sort of object...floating in space...I...

(Cooper winces, he removes his hands from upgrade and nearly passess out. Gwen grabs Cooper. Upgrade reverts back to Ben.)

GWEN: It's alright, I got you.

COOPER: Thanks.

BEN: Did you see what the object looked like?

COOPER: I think...I think it was a space station.

BEN: That narrows it down. Hopefully it makes our search a lot easier. Are you going to be okay?

COOPER: I'll be fine.

BEN: Thanks for the help.

(Meanwhile. In his Garage. Kevin is cleaning the front of his car. He hears footsteps coming from outside. He walks out and notices three male thugs walking ackwardly towards him.)

KEVIN: Hey! What are you doing here?

THUG #1: We are looking for Ben Tennyson.

KEVIN: If you want his autograph you should go somewhere else. He's not here.

THUG #2: We want him to join us.

KEVIN: I'm sure he would love to, but he's busy right now.

THUG #3: We have something for him...

THUG #2: ...a gift.

(The third thug walks ackwardly towards Kevin, handing him a small, cardboard packet. Kevin slowly takes it from him.)

KEVIN: Thanks? I guess.

(The thugs turn around and walk off. Later, Ben and Gwen are at the area with Kevin.)

BEN: So they just...walked off?

KEVIN: Yep. Nothing else to it.

(Kevin takes the packet from his pocket and hands it to Ben.)

KEVIN: Here it is.

(Ben opens the packet, revealing a small photograph inside.)

GWEN: What is it?

(Ben takes the photograph out and flips it for Gwen and Kevin to see. The Photograph is an image of Elena and her father.)

BEN: I think we need to take a trip.

(The gang enter Elena's abandoned laboratory, and search inside the building.)

KEVIN: Do you think Victor Validus is alive still?

GWEN: Elena said that he died.

KEVIN: I know but that doesn't mean it's true.

BEN: We don't know what's going on. If those thugs knew about Elena and her father, and they knew where she was, this is the place they would go to.

KEVIN: That's what you think anyway.

BEN: Better start somewhere. Right?

(Ben transforms into Wildmutt and sniffs around. Gwen uses her mana to illuminate the interior, while Kevin checks around the dusty equipment. Wildmutt transforms into Ultimate Wildmutt and continues to look around. He notices something, then reverts back to Ben.)

KEVIN: Find anything?

BEN: We're not alone. I know someone else is here.

?????: You would be right.

(The gang looks towards the entrance. They are shocked to see Elena, wearing her red jacket, black leather pants. and black heels.)

BEN: Elena?!

ELENA: Hello, Ben. Did you get my packet?

BEN: I...I did. But...what are you doing here? I thought you died!

ELENA: I did. In a manner of speaking.

BEN: What happened to you?

ELENA: Before I can answer that, I have to explain why the chips did what they did. After you killed the Queen, the surviving chips became erratic, they were lost without a someone to guide them. Eventually, they decided to search for you. They saw you as a potential King.

BEN: Why me?

ELENA: Because they realized they could turn their greatest enemy into their greatest leader. But that all changed when I sacrificed myself for you. When I jumped inside that chamber I thought that would be the end. But as you can see, I didn’t die. I couldn’t. And so, because of my sacrifice I’ve become more than what I was. Because of my love for you, I've changed.

BEN: Changed in what way?

ELENA: The chips chose me as their new queen, and I want you to join me.

BEN: That's not possible! You can't be!

ELENA: I had a hard time accepting it too. But then, I realized I had the power to harness them. They answer to me. Come with me, Ben. Together we can mold the world in our own image as King and Queen.

BEN: I can't do that Elena. I won't.

ELENA: You trusted me once. What's stopping you from trusting me again?

BEN: The chips are influencing you! I know you wouldn't want infect the entire population of Earth. You helped us stop it, remember? Now you're planning to do the exact same thing the Queen wanted to do! Don't let history repeat itself, please!

ELENA: We can't let that happen.

(Elena shape shifts her entire body. She becomes slightly taller, her body is covered in golden circuit lines. Her eyes are completely white, her face is golden, and four large spikes are on top of her head.)

ELENA: Perhaps my children will help you understand.

(Half a dozen thugs enter the laboratory, all of them surround the trio.)

INFECTED THUG #1: We want to help you.

INFECTED THUG #2: We want to make the world a better place.

INFECTED THUG #3: A place of purpose.

INFECTED THUG #4: It is purpose that created us.

INFECTED THUG #5: Purpose that guides us.

INFECTED THUG #6: Purpose that brings us together.

ELENA: Don't make this hard on yourself, Ben. Just give in.

BEN: You should know that I don't give up often.

(Ben transforms into Chromastone. Kevin absorbs the crystalline material from Chromastone. Gwen covers the trio with a mana shield, then expands it, hitting Elena and her followers. Giving Chromastone and Kevin enough room to manuever. One of the thugs catch Kevin with a chokehold, but the half Osmosian grabs the thug by the head and throws him against the ground. Gwen covers Chromastone using her Mana projectiles against the other infected members. As Chromastone reaches Elena, the Queen launches a swarm of chips towards him, swirling around like a bunch of bee's.)

CHROMASTONE: Stop this, Elena! This isn't you!

ELENA: You don't understand. But you will if you'd simply be with me again.

(Chromastone changes into into Goop. The Polymorph springs out of the swarm, driving them off. He wraps himself around Elena. Using his weight, he forces the two of them to collide with the floor.)

GOOP: Snap out of it!

ELENA: Or else what? I feel your heart, Ben. You love her. You love her more than you ever loved me. She's poisoned your thoughts long enough. There's still time for a second chance.

GOOP: Julie has nothing to do with this!

ELENA: It has everything to do with her!

(Elena rips Goop off of her, throwing him across the room.)

ELENA: It's not over, Ben! One way or another, you will join us! You will learn to love us again!

(Elena unleashes a wave of Nanochips, surronding the trio. After a moment, the chips escape inside the sewers, Elena and her servants are nowhere to be found.)

KEVIN: Where did they go?

(Gwen use's her mana to check for Elena.)

GWEN: Wherever they went, they're long gone. I can't sense them. I'm sorry.

BEN: You don't have to be sorry. Elena sacrificed herself for me, and she became the very thing she helped to stop. I'm responsible for what happened to her. When she comes back, I will do everything I can to set things right.

GWEN: We'll be right behind you to make sure that happens.

BEN: Thanks.

Major Events

 * Elena Validus is revealed to have survived her apparent death and has become the new Nanochip Queen.

Minor Events

 * Cooper Daniels makes his debut.
 * Wildmutt and Ultimate Wildmutt make their debuts.

Characters

 * Ben Tennyson
 * Gwen Tennyson
 * Kevin Levin
 * Cooper Daniels

Villains

 * Elena Validus
 * Nanochips

Aliens Used

 * Upgrade


 * Wildmutt
 * Ultimate Wildmutt
 * Chromastone


 * Goop