Of Predators and Prey: Part 2

Of Predators And Prey: Part 2 is the second part of a two-part episode of Ben 10: Omniverse. It is the season finale of season 1.

Plot
The episode starts with Ben being held captive in Khyber's ship with Khyber and his dog. Ben starts telling Khyber that he would be unsuccessful since so many other villains have failed. Khyber thought that Ben was trying to gain time for Rook to find them, but he doubted it since he saw Ben's Plumber's badge being destroyed and that was the only way Rook would track them here. Then Ben starts offending Khyber of sending his dog to do all the work and calls khyber's pet a "mutt". Khyber says that he is not a "mutt" and that the Nemetrix was created by Malware. He then tells how Malware had created the Nemetrix with the aid of Dr. Psychobos. It was missing predator DNA so they sought Khyber to obtain DNA. Then they searched for a test subject in the Null Void and found Phil. Phil later appeared as Terroranchula when Ben was on a fishing trip when he was 11. Gwen was trying to practice her powers when Ben transforms into Stinkfly and knocks Gwen off her mana. Then Phil (as Terroranchula) attacks them. Stinkfly says he doesn't need any back up until he realizes he can't defeat Terroranchula and reverts back to human. Ben then transforms into Feedback who absorbs Terroranchula's energy webs. Grandpa Max then drives the Rust Bucket into Terroranchula, who just pushes it over. Feedback then wrestles with him until the Omnitrix times out, Terroranchula reverted to Phil as it did. Phil eventually flashes and disappears.

Back in Khyber's ship, Ben finds out it was just a test run for the Nemetrix. Since sentient beings were unable to withstand the Nemetrix it was given to Khyber's Dog instead. Ben then uses Khyber's sword to free him of his bonds. Ben then transforms into Rath who battles Khyber's dog and then battled Khyber, but Khyber defeats Rath with a hephaestan neuro grip. He then grabs Ben and prepares to cut off his Omnitrix. As he's about to do so Rook shocks him in the back. Khyber is shocked to realise that Rook found his ship. It turned out that Ben had his Plumber Badge with him the whole time and the one broken by the van was a decoy. Khyber then calls his dog who transforms into Crabdozer who attacks Ben. Rook rushes to help but is taken down by Khyber. Ben then decides that he shouldn't turn into Heatblast but since he thinks the Omnitrix never gives him the alien he asks for, he smashes down on Heatblast, but he does turn into Heatblast. Crabdozer then eats Heatblast and spits him out as Ben.

Then, Ben realized he got what he chose, so he goes for Humungousaur, but instead he turned into Armodrillo. Khyber attacks Armodrillo who overpowers Khyber and punches him before defeating Crabdozer. Khyber then calls his dog who turns into Slamworm and battles Armodrillo. Rook then went after Khyber. Armodrillo reverts back to Ben and transforms into Stinkfly who avoids Slamworm. Slamworm turns into Buglizard who grabs Stinkfly with his tail and he reverts back to Ben. Rook finds Khyber and battles him. Ben turns into Crashhopper who gets free of Buglizard and starts kicking him. Rook shoots Khyber who deflects one of his blasts and knocks Rook out. He then whistles to his dog again, turning Buglizard into Mucilator which traps Crashhopper. Ben finally transforms into Humungousaur, who battles Mucilator and gains the upper hand. Khyber eventually blasts Rook with some solid fumes trapping him to the floor. Rook realises, Khyber is the whistle. Khyber whistles again and Mucilator turns into Tyrannopede who overpowers Humungousaur and traps him in a web cocoon.

Ben then tries to transform into Way Big but instead, turns into Grey Matter. Khyber then tries to whistle again but Rook blasts some goo at him. Khyber then wrestled with him. Grey Matter then defeated Tyrannopede by using a hephaestan neuro grip. Ben then went flying when the ship started shaking so Ben wanted something that could fly and he transformed into Big Chill. In the fight Khyber was about to deliver the final blow when Big Chill froze him and saved Rook. The ship then crashed after Rook and Big Chill escaped. Khyber and his dog, having survived the crash, were injured. Khyber curses Ben when Malware and Dr. Psychobos appeared. Malware said that Khyber should capture Ben again after his failure. When Big Chill transforms back to Ben, he and Rook fell but were caught by Grandpa Max's Plumber Ship. Ben said "not one word" and Rook said "What about two words - Told you!"

Major Events

 * Big Chill and Humungousaur make their Omniverse debuts.
 * Tyrannopede makes her debut.
 * Phil returns.
 * Malware appears outside of a flashback for the first time.
 * Ben learns about the Nemetrix.

Omnitrix Alien Debuts

 * Humungousaur (Omniverse debut)
 * Big Chill (Omniverse debut)

Nemetrix Alien Debut

 * Tyrannopede (first appearance)

Present Characters

 * Ben Tennyson
 * Rook Blonko
 * Max Tennyson

Flashback Characters

 * Ben Tennyson (11 year old)
 * Gwen Tennyson (11 year old)
 * Max Tennyson (60-61 year old)

Present Villains

 * Khyber
 * Khyber's Pet
 * Malware (cameo)
 * Dr. Psychobos (cameo)

Flashback Villains

 * Dr. Psychobos
 * Malware
 * Khyber
 * Phil (first re-appearance; controlled by Dr. Psychobos)

By 11 year old Ben (flashback)

 * Stinkfly
 * Feedback

By 16 year old Ben

 * Rath (accidental transformation; intended alien was Humungousaur)
 * Heatblast
 * Armodrillo (accidental transformation; intended alien was Humungousaur)
 * Stinkfly (accidental transformation; intended alien was Humungousaur)
 * Crashhopper
 * Humungousaur (first re-appearance)
 * Grey Matter (accidental transformation; intended alien was Way Big)
 * Big Chill (first re-appearance)

By Khyber's Dog

 * Crabdozer
 * Slamworm
 * Buglizard
 * Mucilator
 * Tyrannopede (first appearance)

By Phil in a flashback

 * Terroranchula

Errors

 * In the scene where Crashhopper was fighting Buglizard, Buglizard's face is entirely black. When it cuts back to her, the white parts on her face are back.
 * When Ben slammed the Omnitrix and got Rath, the Omnitrix face was at the right side while Omnitrix core was at the top.
 * When Ben was about to turn into Rath, the Omnitrix faceplate fell directly off the Omnitrix as if it was detached.
 * When Rook came to "save" Ben by electrocuting Khyber, the Plumber symbol on his Proto Tool was all green.
 * When Ben changed back to human from Stinkfly his Omnitrix symbol was grey like the Original instead of white.
 * When Ben was fighting Khyber's dog just before he asked the Omnitrix to surprise him, the corners of the faceplate where white instead of black.
 * Just before slapping Khyber's dog across the room, Rath's claws were the orange color of his fur.
 * Throughout most of the episode, Rook's Plumber's Badge was all black.
 * In one scene, 11 year old Stinkfly had nine stripes instead of four.

Allusions

 * When Rath begins fighting Khyber, he tells him it's "Khyber Season" to which Khyber replies back that it's "Appoplexian Season". While fighting, the two say to each other Khyber and Rath Seasons, alluding to the Bugs Bunny and Daffy Duck "Duck Season/Rabbit Season" gag in Looney Tunes.
 * During this very sequence, the hook arm of Lockdown, a character from Derrick J. Wyatt's previous series Transformers Animated who is similar to Khyber in both characterization and design, can be seen quite prominently on a shelf before Khyber comes into frame and blocks it. Also, Grimlock's sword from Transformers: Animated is seen hanging on the wall in several scenes.
 * Ben says the names of Humungousaur and Big Chill after transforming; in context of this episode, it's due to the pleasant surprise at having them back. However, both are aliens who had, until now, only appeared in the Alien Force and Ultimate Alien seasons, where Ben announced the names of all of his transformations.
 * Ben makes a mention of the events from Single-Handed, where he states that his hand was crawling around in the Null Void without him.