Ben is visited in the middle of the night by Victor Validus, who uses alien microchips to attack him. Ben is able to drive him off, and acquires one of the microchips in the process. He consults Gwen and Kevin, who insist that Validus was cured a long time ago after Ben destroyed the queen of the microchip hive during the events of Ben 10: Alien Swarm. They agree to investigate Validus’s old lab, where they find a janitor who claims that Validus is dead. The group visits Elena at her lab, where she reveals she is studying the nanochips in order to apply them to better the world. Elena claims that she doesn’t know where the nanochip they encountered came from. Later, Kevin and Gwen are attacked by Victor Validus, who flees after Ben appears. Ben then meets with Julie, and agrees to have lunch with her at Burger Shack; however, Julie is attacked and captured by Victor Validus. Realizing the truth, Ben confronts Elena, who is revealed to be the true queen of the nanochips; she created the fake Victor Validus clones and kidnapped Julie out of jealousy, and wishes to have Ben to herself. Elena begins to suffocate Ben, and loses control of her powers; realizing she must destroy herself in order to save him, Elena disintegrates her body with a nearby force field. Julie claims that Elena was already gone, but Ben nonetheless laments the loss of his friend.