Taking place months after the events of Alien Swarm, Victor Validus attacks Ben at night. But, when Ben defends himself he finds a Nanochip. Ben, Kevin and Gwen find Elena Validus and see what is going on. Elena is now a scientist, taking over her father's place after he previous death. When Ben goes on a date with Julie by Victor Validus. Ben goes to Elena and finds Julie. Elena turns into the Hive Queen. It is revealed the the Queen in Alien Swarm was a false Queen and Elena was the real one. Elena made versions of her father to destroy the ones that Ben loved, so she could keep him all to herself. The Nanochips attack Ben and try to kill him. Elena destroys herself in order to stop the Nanochips, in order to show her true love for Ben. However at the end of the episode the Nanochips begin to reform.