For a Few Brains More

For a Few Brains More is the thirty-ninth episode of Ben 10: Omniverse.

Plot
Following from the previous episode, Albedo in his Ultimate form and Khyber have captured Azmuth, and Khyber warns Ben's team to stay back. Ben asks Azmuth if he has a plan, and he says that there is no time for that. Ben, Max, and Rook all charge for them, but Khyber orders his pet to multiply and tackle the three down. Ultimate Albedo then says that he will use the cerebral vortex to drain Azmuth's intelligence and transfer it into his mind. Ultimate Albedo activates the machine, and it successfully drains Azmuth's intelligence and it is taken out in the form of a green orb. Khyber then attempts to feed Azmuth to one of his pets, but Rook breaks free and Ben manages to transform into Terraspin. Terraspin knocks away Ultimate Albedo, and Max catches the orb. Khyber attempts to retrieve the orb, but Terraspin knocks him away as well. Terraspin, Max, and Rook all escape and Ultimate Albedo transforms into Arctiguana as he, Khyber, and the Panuncians begin to chase after them. Terraspin transforms back into Ben and is surprised to see Azmuth acting unintelligent. Max explains that it is Azmuth's "pre-brain" that is functioning, and Rook finishes, saying that Galvans have a secondary brain that handles bodily functions. Soon, Negative Arctiguana and Khyber arrive, and Negative Arctiguana transforms into Ultimate Arctiguana, wanting the brain and fires large shards of ice at Ben's group. Ben takes a different path, while Max and Rook head down another one and the Panuncians give chase. Ben manages to take Azmuth safely into a room, and locks it to prevent the Panuncian from getting in. Ben then tells Max that he will find a way to get Azmuth's brain back into place, as Azmuth begins to beat on a machine. However, this sets off the self-destruct function and Ben, Rook, Max, and Azmuth escape into the Proto-TRUK and leave for Earth before the explosion occurs.

In the Proto-TRUK, Ben tells Azmuth that they will get his brain back into place. Suddenly, Azmuth's brain begins to talk, saying that Ben rescued it, and is trying to build a cerebral vortex to restore Azmuth's mind. Azmuth then starts to tell the items that Ben needs in order to construct a cerebral vortex, but Albedo and Khyber being attacking. Ben attempts to transform into Astrodactyl, but transforms into Cannonbolt instead. Cannonbolt holds his breath and heads out into space, where he begins attacking Albedo and Khyber's ship. Albedo activates the tractor beam to pull in Cannonbolt, but Cannonbolt grabs onto the Proto-TRUK to try and get away. Rook manages to steer away from the tractor beam and Cannonbolt re-enters the Proto-TRUK and transforms back into Ben. However, Rook says that he burned out the engine as Albedo and Khyber begin to attack. Suddenly, Gwen and Kevin arrive on the Rust Bucket 3, where they join in the fight. However, both the Proto-TRUK and Khyber's ship begins falling into Earth's atmosphere at high speed. Gwen attempts to slow down the Proto-TRUK with her spells, but Max says that they are still coming in too hot. Gwen loses control of the ship and it crashes roughly onto the ground. Ben exits from the wreckage as Gravattack, who uses his gravity powers to safely carry out Max and Rook. However, Ultimate Albedo and Khyber's ship lands, and Ultimate Albedo asks for Azmuth's brain. Ultimate Albedo attempts to fight, but Gravattack easily pulls him away using his gravity powers, and slams him into a nearby building. Gravattack continues to keep Ultimate Albedo into his orbit, but Ultimate Albedo transforms into Armodrillo and knocks down Gravattack. After Gravattack transforms back into Ben, Negative Armodrillo soon transforms into Gravattack himself and then transforms into Ultimate Gravattack and starts to toss Ben around through keeping him in his own orbit. Meanwhile, Azmuth grabs onto Gwen's glasses and Kevin is fighting Khyber. Khyber is surprised to see his old pet again, and Kevin then says that Zed is a girl and starts to attack Khyber calling him a jerk. The two appear to be an even match, until Zed manages to tackle Khyber down. Khyber then calls for his Panuncian to attack and it attacks Zed. Ben is still seen trapped in Ultimate Gravattack's orbit and accidentally lets go of Azmuth's brain, whom Ultimate Gravattack gladly takes. Zed manages to scare away the Panuncians, and Gwen traps Khyber, even after Azmuth took her glasses.

Gwen then threatens to take Khyber to the Null Void, Ben asks Khyber where Albedo is taking the brain to. Khyber, not wanting to comply, orders his pet to transform into Crabdozer. Ben transforms into Upchuck and easily eats Crabdozer, remarking that Gourmands don't have a natural predator. However, Khyber says that thanks to his alliance with Albedo  the Nemetrix isn't limited to just "Natural" predators anymore, but has an Ultimate feature as well. His pet then transforms into Ultimate Panuncian and escapes from Upchuck. Upchuck transforms back into Ben, and the Ultimate Panuncian begins to attack. Gwen manages to hold off the attacks by placing a force field, while Ben is trying to select an alien. Azmuth falls onto the Omnitrix and causes Ben to transform into Pesky Dust, much to his displeasure. However, Khyber appears to be afraid of Pesky Dust, hoping for anything but a Nemuina. Pesky Dust then uses his powers to put Khyber to sleep and views his dreams. In the dream, Vilgax can be seen tied up on top of the Rust Bucket and Max is telling a younger Ben and Gwen how great a job they have done, and even Khyber as well. Ben and Gwen compliment Khyber and they manage to get Khyber to say that Albedo, in order to build the cerebral vortex, had to go to a place that has a laboratory. The dream sequence ends and Pesky Dust transforms back into Ben. Ben informs the group that Albedo went to a lab somewhere. The Ultimate Panuncian breaks through the forcefield, but Rook manages to get it's attention, while Gwen holds it's legs down and Kevin is on the beast itself. Ben transforms into Water Hazard and fires a bunch of water into the Ultimate Panuncian's mouth, while  Kevin breaks the Nemetrix. The Ultimate Panuncian transforms back to normal (although bloated), and Water Hazard transforms back into normal as well. Rook then says that he could only think of two laboratories that has the materials needed to build a cerebral vortex: the one at Plumber HQ, and the one in Billions Tower.

At Billions Tower, Ben's group arrives and spots Albedo in his Ultimate form, who is currently transferring Azmuth's brain into his very own. Ultimate Albedo then says that they are too late, and will use his new brainpower to make the universe "perfect". Gwen attempts to hit Ultimate Albedo with an energy blast, but he easily deflects it back at her. Kevin charges as well, but Ultimate Albedo then lifts up him and the rest and traps them in an energy-like forcefield. Suddenly, Ultimate Albedo starts to see the universe for what it is, as his brain has gotten bigger, and admits his hatred for Azmuth is pointless. Azmuth then falls on Ben's Omnitrix and selects an alien and he transforms into Bloxx. Bloxx then pulls the switch which causes Ultimate Albedo's newfound brainpower to drain away and blasts everyone else but Ben and Azmuth away. Ultimate Albedo then transforms into Ultimate Humungousaur and starts to attack Bloxx. He then tosses Bloxx away, who then transforms back into Ben. Azmuth appears by Ben and Ben asks Azmuth to choose an alien for him, saying that he has better luck. Ben is then transformed into a new alien, which Azmuth dubs Atomix. Gwen and the rest reappear and Ultimate Humungousaur charges at Atomix. Atomix easily punches Ultimate Humungousaur away and tosses Azmuth to Max. Ultimate Humungousaur then reappears as Ultimate Spidermonkey, who attempts to trap Atomix with webs. Atomix uses his nuclear powers to burn though the webs and attacks Ultimate Spidermonkey with "Fissile Whistle", which sends him backwards. Atomix asks Gwen to shield the others, which she does and Atomix kicks them away to safety (not knowing his strength). Atomix finishes off Ultimate Spidermonkey with the "Nuclear Winner", destroying the Billions Tower causing him to transform into Ultimate Albedo and then back to his normal Galvan form, while Atomix transforms back into Ben.

Gwen and the others arrive, and Gwen tells Ben that she and the others almost passed out from the altitude. Ben and the others activate the cerebral vortex and transfers Azmuth's brain back into Azmuth, who regains his intelligence. Ben then asks Azmuth that he used to get the aliens he want every time, and wants to know why he can't now. Azmuth says that Ben needs to stop hitting the Omnitrix so hard, because whenever he transforms into an alien, the impact of his hit causes the timer to set to random. Azmuth then takes the Ultimatrix from Albedo and alters it, before placing it back onto Albedo. Azmuth then asks Max to call whenever something is important, initially asking Ben, and teleports away. Ben is happy that Azmuth's back and Albedo wakes up. Rook picks up Albedo and starts to take him away, while Molly Gunther informs Max that Khyber has gotten away. Soon, Albedo's stabilizer starts to malfunction and transforms back into his Ben form. Albedo then asks what is worse than being a 16 year old Ben and suddenly regresses into an 11 year old Ben. Then he cries as Ben and the team watch him.

Major Events

 * Khyber's Panuncian loses the Nemetrix.
 * The Rust Bucket 3 makes its Omniverse debut.
 * Vilgax makes his flashback Omniverse debut.
 * Khyber and his Panuncian escaped.
 * Azmuth modifies Albedo's Ultimatrix, so he turns into an eleven-year old clone of Ben. He is then taken back into Plumber custody.

Omnitrix Alien Debut

 * Atomix

Recreated Ultimatrix Alien Debuts

 * Ultimate Arctiguana
 * Ultimate Gravattack

Nemetrix Alien Debut

 * Ultimate Panuncian

Characters

 * Ben Tennyson (11 and 16 years old)
 * Rook Blonko
 * Max Tennyson (61 and 66 years old)
 * Azmuth
 * Gwen Tennyson (11 and 16 years old)
 * Kevin Levin
 * Zed
 * Plumbers
 * Molly Gunther
 * Other Plumbers

Villains

 * Albedo
 * Ultimate Albedo
 * Khyber
 * Khyber's Panuncian
 * Ultimate Panuncian (first appearance)
 * Vilgax (dream; cameo)

By Ben

 * Terraspin
 * Cannonbolt (intended alien was Astrodactyl)
 * Gravattack
 * Perk Upchuck
 * Pesky Dust (intended alien was Way Big)
 * Water Hazard
 * Bloxx
 * Atomix (first appearance; accidental transformation)

By Albedo

 * Arctiguana
 * Ultimate Arctiguana (first appearance)
 * Armodrillo
 * Gravattack (cameo)
 * Ultimate Gravattack (first appearance)
 * Ultimate Humungousaur
 * Ultimate Spidermonkey

By Khyber's Panuncian

 * Crabdozer
 * Ultimate Panuncian (first appearance)

Allusions

 * The name of this episode is a reference to the cowboy film For a Few Dollars More.
 * The scene where Albedo used Arctiguana's ice breath to fly is similar to how Godzilla used his atomic breath as jet propulsion to fly in Godzilla vs. Hedorah.
 * Albedo's "understanding" is a parody of a scene in All-Star Superman, where Lex Luthor has a similar realization.

Trivia

 * It is revealed that Khyber is afraid of Nemuinas.
 * It is finally revealed Ben is the reason why the Omnitrix keeps giving him the wrong aliens, as Azmuth tells him he handles it too roughly.
 * It is revealed that Galvans have a second prebrain which controls basic motor functions.
 * As stated by Upchuck, Gourmands do not have a natural predator.
 * It is revealed that Albedo wasn't fired by Azmuth; he actually quit.
 * This episode marks the first time Zed has been referred to by her name.