Showdown: Part 1

Showdown: Part 1 is the twenty first episode of Ben 10: Omniverse.

Plot
On Galvan Prime, Derrick J. Wyatt explains to other Galvan about the history of their own natural predator: Omnivoracious. He says how an asteroid collision and a sudden climate change wiped out the entire species. As he is taking out the others to a different room, Dr. Psychobos, with Khyber, Khyber's Dog, and Malware, take a DNA sample from the fossil of an Omnivoracious saying that the Galvan are more lucky than smart. Khyber then says their luck is about to run out and uploads the DNA sample into the Nemetrix. Suddenly, two Galvanic Mechamorphs appear in the room but Malware quickly absorbs their energy. Malware says that the entire Galvan race will wish they have been gone along with their own former predators.

Meanwhile, Ben and Rook are driving through Undertown and Ben is very bored. Ben starts pushing random buttons until Rook tells him to stop. Rook then proposes to pass time with conversation feeling he and Ben don't know enough about each other. Ben agrees telling Rook which he wants to know about him but Rook actually knows most things about Ben. Ben is open to more ideas until Rook wants to know what happened to Feedback. Ben grows silent while Rook wants to know more saying that Feedback was Ben's most used alien back then. A flashback happens with the Rustbucket and a policecar chasing two crooks down a highway. Grandpa Max recommends Ben to use XLR8 but Ben uses Feedback instead. Gwen blasts at Feedback saying how is he supposed to catch a turbo-charged car. Feedback says it doesn't matter how, only if he looks good doing it. Feedback starts running on the power lines and blasts energy toward the crooks. The scene changes to the Rustbucket arriving at a building that is on fire. Ben once again transforms into Feedback which Gwen says that Heatblast absorbs fire and asks why he likes Feedback so much. Feedback replies saying that he's awesome and  then runs off to put out the fire. The flashback ends and Rook says he would like to see Feedback, but Ben still remains silent.

Ben then notices something, a truck on fire. He tries to turn into Water Hazard but gets Heatblast instead, telling at the Omnitrix saying how opposite Heatblast is to Water Hazard. Heatblast then starts to absorb the fire and the trunk owner is revealed to be Pakmar who tells Heatblast to stop, thinking that Heatblast is trying to set the truck on fire. Pakmar notices the Omnitrix symbol on Heatblast's chest, now knowing it's Ben, he starts to drive faster. Heatblast then says he was trying to put the fire out and starts to fly after him (with Rook following behind as well). Heatblast lands on the truck and Pakmar screams to Heatblast that it is a barbecue. Heatblast tries to tell Rook but Rook already blasted one the truck's tires and it goes into the lake along with Heatblast and Pakmar. Heatblast notices Pakmar is still in the truck and dives back down and saves him.

Back on Galvan Prime, Azmuth, along with Derrick J. Wyatt, is investigating the Galvanic Mechamorphs. Azmuth confirms that Malware is around and tells him to alert everyone and search. As Azmuth is observing the Omnivoracious fossil, the doors suddenly close. Azmuth thinks it's Malware's doing but high above, Dr. Psychobos tells him he's wrong and goes on to say how the Galvans think they're the smartest beings in the universe. Dr. Psychobos then explains that his species, the Cerebrocrustaceans, are the most intelligent. Then, Khyber's Dog confronts Azmuth with Dr. Psychobos explaining the Nemetrix on her collar and how it took him only mere weeks to create it while it took Azmuth a few centuries to create the Omnitrix. Dr. Psychobos then asks how Azmuth will fare against his natural predator. Khyber then whistles, to which the dog transforms into Omnivoracious, which corners Azmuth. Azmuth attempts to teleport out but Dr. Psychobos has made him unable to, he asks if he also prevented him form teleporting someone in. Back at Undertown, Pakmar is telling Humungousaur to put down his truck before he does anymore damage. As Humungousaur holds the truck for Rook to clean with a hose, he asks how he could do anymore damage and suddenly, he and Rook are teleported out of Undertown. The teleportation took most of the truck as well, leaving only the front part of the truck, making Pakmar extremely angry.

On Galvan Prime, Humungousaur and Rook land on top of Omnivoracious with Dr. Psychobos saying how Azmuth cheated. Khyber then says how this is an opportunity for him to claim Ben as his trophy. Dr. Psychobos yells at Khyber to only focus on Azmuth but Khyber explains that he will "kill two birds with one stone." Khyber then whistles to which Omnivoracious transforms into Tyrannopede to which Humungousaur battles her. Humungousaur manages to dodge Tyrannopede's attacks and reverts to Ben. Ben transforms into Ball Weevil attempting to hit Tyrannopede with a large, explosive goo ball but she turns into Terroranchula to block the attack. Ball Weevil then gets trapped in one of Terroranchula's webs, he reverts to Ben, yelling for Rook to help. Rook tries to but Azmuth stops him saying Ben can handle himself. Azmuth then plans to make something while Ben turns into Big Chill to escape the web. However, Terroranchula then transforms into Hypnotick and quickly has Big Chill in her trance. Azmuth is finally done with his invention and whistles on it causing Hypnotick to revert to normal. Khyber yells out saying Azmuth cheated and whistles again turning his dog back into Hypnotick. Azmuth tells Rook he has a plan and gives the whistle to Rook. While Rook and Khyber exchange whistles back and forth, Azmuth manages to jump on Khyber's dog's back, rubs her neck, stopping her doing anything and tries to reach for the Nemetrix. Dr. Psychobos is upset and uses his electrical powers to control Khyber making him whistle and turning Khyber's Dog back into Omnivoracious, holding Azmuth captive. Rook then throws the whistle to Azmuth and he blows on it causing Khyber's Dog to transform into Vicetopus: the natural predator of the Cerebrocrustaceans. Azmuth then blows on the whistle again causing Vicetopus to grab Dr. Psychobos. Dr. Psychobos screams for Khyber to help him but Khyber says that the "greatest intellect in the universe" can outsmart his mindless natural predator. Rook believes that Dr. Psychobos has teamed up with Khyber but Ben notices Khyber is gone saying Khyber has ditched him. Dr. Psychobos then says that he and Khyber were in league with someone else to which Ben quickly realizes the other is Malware. Azmuth wants to know how Dr. Psychobos and the others broke through Galvan Prime's planetary defenses. Rook then remembers Malware broke into his van to get information. Ben wants to know where Malware is but Dr. Psychobos doesn't want to say. Azmuth then blows on the whistle causing Vicetopus to tighten his grip. Azmuth then lets him go. Ben wants to go out and find Malware, but Azmuth tells Ben that he doesn't want a repeat of what happened to Feedback which brings back up Rook's suspicion.

Ben finally decides to tell the story saying how Feedback was his go-to alien. Another flashback happens and shows 11-year old Feedback shooting down car batteries in the junkyard. The Omnitrix times out and Ben decides to head back to the Rustbucket. When Ben enters the Rustbucket, he finds Max, Gwen, and even Azmuth all sitting in a circle. Azmuth explains to Ben that using Feedback over and over again could affect how Ben controls his other aliens. Ben storms out of the Rustbucket and yells at Gwen saying how she's jealous that he has the Omnitrix and he could transform into any alien he wants at any time. Suddenly, Malware shows up and blasts away the Rustbucket saying he is here for Azmuth. Ben has had enough of Malware with Gwen saying that the only time Ben defeated Malware was as Diamondhead. Ben doesn't listen and transforms into Feedback. Ben starts to absorb Malware's energy blast but Malware suddenly starts merging with Feedback. He then takes Feedback out of the Omnitrix and destroys him. Ben, greatly upset, punches Malware with his overloaded Omnitrix causing Malware to explode.

The flashback ends and Azmuth says that they all thought Malware was destroyed and says that the Omnitrix will never accept Conductoid DNA again. Ben says it was all his fault and tells Rook that he doesn't want to talk about it again. Suddenly, smoke starts to surround the area but Rook sucks it up with his Proto-Tool. Ben thinks it is Malware's doing but Rook notices the Nemetrix is gone from Khyber's dog and realizes it's Khyber's doing. Outside, Dr. Psychobos is been taken into custody along with Khyber's dog. Ben wants to know what to do next and Azmuth suggests using Khyber's dog to seek out his master. Dr. Psychobos issues one last threat to Azmuth as Galvan B is suddenly destroyed. Azmuth, Rook, and Ben all look at it with horror and shock.

Major Events

 * Omnivoracious and Vicetopus make their debuts.
 * It is revealed why Ben stopped using Feedback.
 * Galvan B is destroyed.
 * Dr. Psychobos and Khyber's Dog are taken to custody, while Khyber escapes with the Nemetrix.
 * Azmuth makes his present day re-appearance.
 * Rook meets Azmuth for the first time.

Nemetrix Alien Debuts

 * Omnivoracious (first appearance)
 * Vicetopus (first appearance)

Characters

 * Ben Tennyson (11 and 16 years old)
 * Rook Blonko
 * Gwen Tennyson (11 years old)
 * Max Tennyson (61 years old)
 * Derrick J. Wyatt
 * Azmuth
 * Pakmar
 * Fergi

Villains

 * The Faction
 * Malware
 * Dr. Psychobos (arrested)
 * Khyber
 * Khyber's Dog (later tamed by Azmuth)
 * Violet Offenders (first appearance; seen during flashback)

By 16 year old Ben

 * Heatblast (accidental transformation; intended alien was Water Hazard)
 * Humungousaur
 * Ball Weevil
 * Big Chill

By 11 year old Ben

 * Feedback (x4)

By Khyber's dog

 * Omnivoracious (x2; first appearance)
 * Tyrannopede
 * Terroranchula
 * Hypnotick (x3)
 * Vicetopus (first appearance)

Errors

 * During the flashback right as Ben enters the Rustbucket, to the left, a log, a campfire, and rocks can be seen. In that shot, the log is furthest to the right. In the next scene right after Malware blasts the Rustbucket, the log is now between the campfire and the rocks.
 * For a brief moment when Humungousaur steps on a display, his briefs disappear.
 * When Vicetopus let go of Dr. Psychobos, the tip of her tentacle was the same color as Dr. Psychobos pincer.
 * It was said that Patty Berkenfeld from third grade was Ben's first crush. This contradicts the events of Ben 10: Alien Swarm, where Gwen said Elena was Ben's first crush.  It also contradicts the meeting of Ben and Kai (though this took place after Ben was in third grade, and it was never explicitly stated if Kai was Ben's first crush)
 * In one shot before Ben puts his arms behind his head, the Omnitrix was missing from his arm.

Allusions

 * The enhanced speed that Feedback shows while running across the power lines is a reference to the power 'Induction Grind', shown by the protagonist in the video game series inFamous.

Continuity

 * It was revealed that what Malware stole from Rook's Proto-Truk were Galvan security codes when Rook revealed he is part of Plumber's special forces.
 * It is revealed that Feedback was 11-year-old Ben's favorite and most used alien. It was later removed and destroyed by Malware and, because of a fail safe, the prototype Omnitrix would not accept any new Conductoid DNA.

Trivia

 * Although in this episode it's revealed that the prototype Omnitrix wouldn't accept any Conductoid DNA, Ben used Feedback in the previous episode. This is because the episode was aired out of order, in accordance with the production order and chronology.