Though Ben trusts Elena, Gwen and Kevin don't (believing she set them up). At Max's headquarters, she is detected sneaking inside of Max's office and is caught.
She tries to explain herself, but Max tells Ben and the others that they can't trust her.
Gwen told Kevin that Elena was Ben's first major crush, but she was forced to leave Bellwood after her father was caught stealing alien tech from the Plumbers (Max never told Ben or Gwen why Elena and her father moved away from town).
Elena, Ben, Gwen, and Kevin sneak into the main warehouse, where they discover Validus hooked up to a machine.
Ben saves Gwen and Kevin (destroying Kevin's car in the process).
Elena shows them some of the alien chips they found at her father's lab, and they all head back to HQ to study them.
They are confronted by Max, who is angered by Elena's presence.
Ben, Gwen, and Kevin show him the active chips, and realizing that Validus may have been right all along allows Elena to help them.