Showdown: Part 2

Showdown, Part 2 is the twenty-second episode of Ben 10: Omniverse.

Plot
The episode starts with five minutes earlier before Galvan B's destruction. Many Galvanic Mechamorphs swarm in to stop Malware but he easily blasts them all away. Some Galvanic Mechamorphs attempt to put up shields but Malware simply blasts a hole through them. Malware then heads toward the generator and starts to absorb it which causes Galvan B's destruction.

On Galvan Prime, Ben, Rook, and Azmuth are dealing with the effects of Galvan B's destruction. The shockwave from the destruction causes a high-pitched sound to briefly surround the area. Rook assumes that it is Malware's doing which Azmuth confirms. Ben thinks that since Malware was still on the moon when it blew up, Malware himself was destroyed as well. Azmuth doesn't believe so and says that their problems are only beginning. As giant rocks head toward Galvan Prime, a Galvan officer tells Azmuth that their defenses are down. Azmuth tells the group to get armed while Ben transforms into NRG and he, Rook, and Azmuth all get on the hovercraft. The Galvans start shooting down the rocks while Ben and Rook blasted away some themselves. One of the shattered rocks hits the cage that contained Khyber's Dog and it escapes. A Galvan is flying by and his wings get hit by one of the rocks and it was soon vaporized. Ben notices that those aren't ordinary rocks which Azmuth confirms that it's Malware who has scattered himself over the planet. Back on Earth, Pakmar is yelling at Max saying he wants him to pay for all of Ben's damages to his venues. Max decides to look for Ben but notices that Ben isn't even on Earth anymore which makes him wonder.

Back on Galvan Prime, Ben asks Azmuth what to do next. Azmuth is clueless which Ben replies saying how Azmuth is the smartest mind over the galaxies. Rook notices something forming in the distance and tries to tell them but Ben and Azmuth are still talking with each other. Suddenly, a giant-size Malware walks up to the group saying how he has brought destruction. Azmuth says he's not impressed which Malware argues saying how nothing will impress Azmuth. Azmuth is trying to tell Malware that all he was trying to do is heal his pain but Malware is soon shocked by orbs. Malware yells out saying he's lying and it is too late to save him. Malware then destroys the hovercraft Ben, Rook, and Azmuth were on while Ben quickly transforms into Humungousaur and wrestles down Malware. Malware blasts himself free from Ben which sends him flying. Rook tries to shoot at Malware but Malware ends up absorbing his Proto-Tool. Malware then uses his newly, acquired weapon to shoot at Ben who barely dodges the blasts. Ben continues to punch down Malware who responds by using energy as a saber-like weapon. Malware quickly blasts away Ben and remarks on how handy the Proto-Tool is. Malware then grabs onto Ben's hands while yelling out how he is going to take over Galvan Prime. Malware slowly starts to form over Ben's body and Ben tells Rook to get Azmuth out of harm's way. Malware attempts to stop Rook by blasting him but Rook manages to dodge the blasts and grab Azmuth. Malware's body soon covers Ben but Malware is suddenly blasted apart. Ben turns back to normal while a large Plumber's ship hovers down on Ben, Rook, and Azmuth. Max soon tells them to get on and Gwen runs out helping Ben inside. Kevin, who is piloting the ship, blasts at Malware and escapes.

Rook asks Max how did he know that they were on Galvan Prime and Max replies saying he knew something was wrong when they didn't show up on any scans and used Gwen to track Ben's mana. Max asks how Ben is doing and Blukic says that Ben will come around in a few hours. Ben then starts coughing and Driba replies saying Ben will wake up now. Azmuth is explaining how Malware's parts were spread over a localized area and how the rest is unaffected. Azmuth then says it is in a matter of hours before Malware's parts will soon reach the core and there won't be any stopping him saying he will absorb everything. Blukic and Driba remark saying how "uncool" that is and Kevin asks what the plan is. Azmuth explains that he designed Galvan Prime to have a series of firewalls to prevent viral attacks and says if they can activate them fully, Malware cannot reach the core. Azmuth tells Ben that he will know more and says that he, Gwen, and Rook are going to go to the remains of Galvan B are hoping to  find answers. Ben notices that Azmuth saying "if we activated the firewalls" knowing Azmuth isn't telling everything. Azmuth explains that the firewall's controls were damaged by the shockwave and Ben says that he needs to distract Malware while Blukic and Driba fix the controls. Blukic and Driba are a little confused while Ben remarks that he and Kevin are going to be fighting side by side again. As the plan is about to get carried out, Max is holding one of the jet packs asking for anything bigger. Blukic and Driba fly off while Max is following behind them trying to maintain his balance. Azmuth explains to Ben and Kevin that Malware is ahead and they both head out to face him. Ben and Kevin end up falling out of the Plumber ship and Ben tries to transform into a flying alien but gets Way Big instead and lands right on top of Malware. Kevin is wondering what happened to Malware and Ben says that he splattered him. Kevin, absorbing some of the metal on Way Big's shoulder, says it's never that easy. Ben tells Kevin to search for the troops while he looks out for Malware. Kevin starts to head out but Khyber's Dog stops him in his tracks.

In a Galvan building, Max is observing Blukic and Driba as they look over the damaged controls. Back outside, Ben is trying to crush Malware with his foot but it's part starts to form over Ben's foot. Ben manages to get it off while Malware starts to form behind him. Kevin is seen walking while dragging Khyber's Dog who is biting on his foot telling it to get off. Blukic and Driba start getting small parts from Max including a penny, his belt buckle, and even his shoe laces. Meanwhile, Ben is tossed backwards by Malware calling Ben a fool. Ben then charges at Malware throwing punches then kicking him backwards. Malware fires one of his parts at Ben but Ben destroys it using a Cosmic Ray which also hits Malware. Kevin looks back at the blast while Azmuth, Gwen, and Rook are back at the remains of Galvan B. Azmuth observes the generator saying how it is in good condition and asks for pocket change. Back on Galvan Prime, Ben is walking toward Malware but is soon caught by his feet by Malware's part and most of his body starts to get consumed. Malware barks at Ben saying that his loyalty to Azmuth is what brought his destruction and how his parts have nearly reached the core. Max tells Blukic and Driba they're running out of time but the two finally finished the controls and turns it on activating the firewalls and stops Malware from reaching the core. Malware is upset and he grows even bigger and absorbs Ben into his body.

Inside Malware, Ben soon drifts into his subconscious as he seen himself back home. He then notices a young Gwen and his 11 year old self emerging from the Rustbucket. 11 year old Ben is depressed and Max tells Ben to head inside. Azmuth soon talks with 11 year old Ben and 16 year old Ben says he now remember this. Azmuth explains to Ben that Ben never learns anything from winning and that losing Feedback was hard for him. 11 year old Ben says that Feedback was like a part of him but Azmuth says that Ben could learn something from losing Feedback. 11 year old Ben soon starts talking with 16 year old Ben saying has he learned anything yet. 16 year old Ben says that he/they have and learns to forgive themselves. The two Ben's exchange hands while Malware is still on a rampage. Suddenly, Ben emerges from Malware's head who has acquired Feedback again. Malware is shocked but says that he will destroy Feedback again. Ben absorbs Malware's energy blasts and sends them back at Malware damaging him. Ben flies toward Malware dodging his attacks and blasts at him but ends up flying into the water. Kevin notices Khyber's Dog trapped under rocks and Kevin decides to rescue it. Ben admits that he isn't hurting Malware in anyway and needs a new plan before the Omnitrix wears out. Suddenly, hundreds of Galvanic Mechamorphs rain down from the sky and they land on Malware weakening him and turning him back into his normal size. Ben then decides he needs something to take down Malware once and for all and Azmuth appears behind Ben with a suggestion. Ben realizes that Azmuth saved the Galvanic Mechamorphs and Azmuth offers Ben to use the energy from the generator to finish off Malware. Ben then absorbs energy and launches it at Malware while in turn Malware launches energy at Ben. Ben's energy blast cuts through Malware's and Malware is finally destroyed. Ben turns back to normal with everyone celebrating Malware's defeat.

Ben, along with Kevin and Gwen, tells Azmuth that they are ready to leave. Azmuth just tells Ben to go not wanting to stoop down to thanking Ben everytime he saves the world. As the group is about to leave, Kevin calls over Khyber's former dog much to Ben's surprise. Kevin also says that the dog is female much to Gwen's shock saying how does he know. Kevin replies by telling Gwen that she hasn't paid enough attention in Health class. Max (whose pants are still down), Blukic, and Driba all leave with Ben's group and they fly out of Galvan Prime. Ben noticed the Galvanic Mechamorphs rebuild Galvan B and the group flies back home.

Major Events

 * Malware absorbs the Proto-Tool.
 * Khyber's Dog escapes and eventually gets tamed by Kevin.
 * Malware is finally defeated and destroyed.
 * Feedback is restored and used for the first time by 16 year old Ben.
 * The Galvanic Mechamorphs are brought back to life and repair Galvan B.
 * The Faction is defeated with Khyber being the only member still active.

Characters

 * Ben Tennyson (11 and 16 years old)
 * Rook Blonko
 * Azmuth (past and present)
 * Max Tennyson (61 and 66 years old)
 * Gwen Tennyson (11 and 16 years old)
 * Kevin Levin
 * Blukic
 * Driba
 * Kevin's Dog
 * Pakmar
 * Derrick J. Wyatt (cameo)

Villains

 * Malware (death)
 * Dr. Psychobos (flashback, arrested; cameo)

Aliens Used

 * NRG
 * Humungousaur
 * Way Big
 * Feedback (first re-appearance by 16-year old Ben)

Errors

 * Right as Ben pointed to Azmuth saying "Seriously? You're the smartest guy in three galaxies," the Omnitrix was missing from his arm.
 * When Malware knocked down Way Big the red in his face was white.
 * When NRG, Rook and Azmuth landed after destroying the rocks, the handle on NRG's top was missing.
 * While the team was in the Proto-TRUK, Rook had the Proto-Tool on his shoulder, even though it was already absorbed by Malware.
 * At one point during the flashback with Ben and Azmuth, Azmuth's feelers are missing on his head.
 * When Malware is in his gigantic form, as he was blasting Feedback, Feedback's eye was red, then seconds later it was green.

Trivia

 * Khyber's Dog is revealed to be a girl.
 * When it is revealed, Kevin makes a reference to Ben 10: Alien Force episode Unearthed, in which fifteen-year-old Gwen had said "You really didn't pay attention to health class, did you?" by the time she revealed Tiny's gender.