Catfight

Catfight is the forty-ninth episode of Ben 10: Omniverse.

Plot
In their respective homeworlds, the princesses Looma and Attea go through countless suitors looking for someone worthy to marry, becoming increasingly annoyed as none of them fit the bill. Separately, they both decide to search for the only Tetramand/Incursean who has beaten them before, Ben!

On Earth, Ben is on a double date with Ester, Rook and Rayona, the latter visiting Earth for the first time. Despite this, Ben proves to be so engrossed in Sumo Slammers 6, he fails to return Ester's romantic advances. As Rook and Rayona discuss Ben's failure at being romantic, they notice cats roaming the cinema and pickpocketing from the audience, and Rook points this out to Ben. Ben leaves on hero duty with Rook following; after deciding that watching their boyfriends in action would be far more exciting, Ester and Rayona follow as well.

Outside, Ben is surprised to see Nyancy Chan, who Rook points out was the most likely suspect anyway. Ben casually dismisses Nyancy, not considering her ability to mentally control cats a serious power. Nyancy sics her cats on Ben, who tries to change into Wildmutt but ends up turning into Rath instead. This proves disastrous for the heroes as Nyancy instantly hypnotizes Rath into doing her bidding, fighting off the combined efforts of Rook, Rayona and Ester with ease. Ester suggests going after Nyancy to break her mind control over Rath, but Nyancy orders Rath to protect her. Rath succeeds in disabling the others before escaping with Nyancy.

Just as the heroes try to regroup, Looma and Attea show up in their respective vehicles, demanding Ben - which soon turns into an argument as the competitive princesses begin asserting their right for Ben. As Ester tries to calm them down, Rayona suggests that everyone team up to search for Ben. Rook is less than enthusiastic to involve the two villainous ladies, but Rayona annoyedly points out that finding Ben as quickly as possible would allow them to resume their date, as she has limited time to spend on Earth. Rook concedes to collaborating, and calms the girls down, pointing out that Nyancy would likely spend some time before commencing another cat-themed crime. His hypothesis is proved wrong, though, as he receives a Plumber alert about Nyancy and Rath in Undertown. At this, both Looma and Attea drive away in their vehicles, determined to beat each other to the punch.

In Undertown, Rath rolls away with a giant ball of yarn from Pakmar's shop while ridden by Nyancy as a mount. Attea and Looma intervene, but end up fighting each other instead over Ben, leaving Nyancy and Rath to slink away. Rook and the others eventually catch up to them and regroup, pointing out to the angry princesses that they have to work together, just as he receives another alert about Nyancy being sighted at the Undertown docks.

At the docks, Rath hooks a massive fish which Nyancy intends to use for feeding her cats, and they get away on a motorboat. Rook, Ester and Rayona catch up on their own speedboat. Rath tries to attack, but Ester manages to distract him enough for Looma to grab him from behind and disable him. At this, Attea attempts to shoot Rath with her Incursean blaster, but Rath demolishes Rook's boat and throws Looma into Attea's blast, leaving Nyancy to escape yet again.

After regrouping, Rook receives a gadget from Plumber headquarters, programmed by Driba and Blukic: namely, a remote control that can force the Omnitrix to time out, causing Rath to switch back to Ben. Thankfully, Rayona overheard Nyancy's plan before she escaped, giving them her location.

In a warehouse, Nyancy plots her next crime as her kittens play; Rath being disabled with a paper bag over his head. Together, Rook, Rayona, Ester, Attea and Looma gatecrash Nyancy's headquarters, who simply pulls the bag off Rath's head and orders him to attack. Unsurprisingly, the gadget fails to work, allowing Rath to run rampant. In a spot of quick thinking Rook uses his Proto-Tool to distract Rath with a laser pointer, captivating Rath as he tries to catch it. Rook eventually brings it up to Rath's chest, causing Rath to predictably slam onto the faceplate and revert to Ben, visibly exhausted from Nyancy's cutesy cat talk.

Ben turns into Blitzwolfer and prepares to apprehend Nyancy, but Looma and Attea begin arguing over Ben's hand in marriage, claiming that they need a husband to fully assume positions as leaders. They both reveal to have brought their attack fleets to Bellwood, ready to fight on their command. Ester angrily rebuffs them, pointing out that they don't even like Ben romantically. Ben agrees, willing to resume their date, but Looma insists that Ben fight for his love. In response, Ben turns into Terraspin, blasting Looma with his wind and pushing her back. As the others watch on, Rook reports to Plumber headquarters that despite all appearances, the Earth is not under attack, and Ben is merely having "girl trouble".

Attea manages to secure the discarded remote control and gets it to work, forcing Ben to change abruptly into Bullfrag. Bullfrag and Attea fight it out, and Rook candidly reports that the situation is less than serious, broadcasting footage of the fight back to headquarters, where the onlooking Plumbers groan and return to positions (the imprisoned Milleous is visibly the only one enjoying the fight). Looma, grabbing the control, turns Ben into Four Arms, forcing him to fight her instead. Ester regains control of the remote, but quickly loses it as Nyancy jumps back into the fray, wanting to turn Ben back into Rath. The situation soon turns into an all-out catfight as the three villains fight over the remote, forcing Ben to switch between his three forms. Eventually, this overloads the remote, which blows up after a push by Rayona, turning Ben back to normal.

Rook arrests Nyancy, along with all of her cats. Looma and Attea resume arguing, and Ben finally learns of the reason for their fight. Baffled, Ben suggests that neither princess needs to marry him to ascend their thrones, since they've both beaten him before and are powerful warriors and leaders in their own right. Unfortunately, this turns into another competition as Looma and Attea wash their hands of Ben, insulting each other as an ineffective leader desperate for a husband. Rook breaks them up, asking the rival princesses to call off their armadas, which they quickly turn into another contest and pull out from Bellwood. Ben and Rook comment on the surreality of what took place, but their girlfriends are more than happy that their date can now resume.

Major Events

 * Rayona comes to Earth for the first time.

Characters

 * Ben Tennyson
 * Rook Blonko
 * Ester
 * Rayona
 * Raff (cameo)
 * Pakmar
 * Derrick J. Wyatt (cameo)
 * Plumbers
 * Max Tennyson (cameo)
 * Blukic (cameo)
 * Driba (cameo)
 * Molly Gunther
 * Magister Patelliday (cameo)
 * Tetramands
 * Gorvan (cameo)
 * Incurseans
 * Major Glorff (cameo)
 * Milleous

Villains

 * Princess Looma Red Wind
 * Attea
 * Nyancy Chan

Aliens Used

 * Rath (first time, accidental transformation; intended alien was Wildmutt; x4)
 * Blitzwolfer
 * Terraspin
 * Bullfrag (unintended transformation; x4)
 * Four Arms (unintended transformation; x3)

Allusions

 * The fish that Rath is carrying resembles the Pokémon Magikarp.
 * One of the cats resembled Oliver from Disney's Oliver and Company.

Errors

 * In one scene, one of the Omnitrix symbols is missing from the Proto-Tool.
 * In one scene Attea's spots on her cheeks were gone.

Trivia

 * It is revealed that Nyancy Chan's powers can work on Ben when he is Rath unlike Rook, implying that Rath has more cat-like traits than Rook.
 * With the exception of Four Arms, Ben only used animal-based aliens in this episode.
 * Each villainess wanted Ben through his Omnitrix aliens for their own reason:
 * Nyancy Chan wanted Rath as her servant and as a feline companion in crime.
 * Attea wants Bullfrag as her Emperor consort.
 * Looma Red Wind wants to marry Four Arms again.
 * Even though this episode was not produced as a part of the Galactic Monsters arc, it had the Galactic Monsters theme song at the beginning.