out by the Hive, but they find evidence that Victor was studying and upgrading the chips. Elena reveals that her father had become erratic before disappearing, and had stopped returning home. He also appears to be the man from the rafters controlling the chips. A mob under the control of the chips ambush Ben and Elena, forcing them to retreat. The Omnitrix again experiences interference around the chips and keeps Ben from transforming, but Ben utilizes a scanning function on it to temporarily repel the mob and allow him and Elena to escape. They head to the Ship-It building to investigate further, though Ben is now somewhat suspicious of Elena himself, realizing the mob expected him and Elena to go to the lab and set a trap for them. Ben finds an order slip made out for that day, when Elena claimed that Victor had already been missing for weeks. Gwen and Kevin, having reached the building first, are too late to stop the distribution of the chips. Instead, they are met by one of the Ship-It employees, who is also under the chips' control. He summons another larger chip swarm, now capable of forming solid, weaponizable shapes, to attack Gwen and Kevin, damaging Kevin's car during a lengthy chase. Ben, upon joining them, uses Humongousaur to defeat the swarm, destroying Kevin's car in the process. By the time they return to headquarters, the chips have spread across the globe, and number in the millions. Gwen realizes the swarm's new ability is a sign that they can adapt to threats and become smarter. The group also deduces the chips have a queen, as the chip's hosts have mentioned her. They believed that they can stop the chips by destroying her, but during their search, Max is possessed. Pulling together, the group notice that while world population centers are all infected, Barren Rock, Missouri, has the highest concentration, an apparent anomaly in their distribution. Infiltrating the factory, populated by multiple infected, including Max, the group discovers that the Queen infected Elena's father, and his body is being used as a hive to rapidly mass-produce the chips. Fearing being possessed by the chips while in his alien forms, Ben uses the Omnitrix to transform into a new alien that he calls "Nanomech", but before he could turn into it he was instead shrunken down as a human. He then notices the giant