Of Predators and Prey: Part 2

Of Predators and Prey: Part 2 is the tenth episode of Ben 10: Omniverse.

Plot
The episode starts with Ben being held captive in Khyber's ship with Khyber and his dog. Ben starts telling Khyber that he won't succed, since so many other villains have failed. Khyber thinks that Ben is trying to buy time for Rook to find them, but he doubts 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's method 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 the DNA. Then they searched for a test subject in the Null Void and found Phil Billings. Phil later appeared as Terroranchula when Ben was on a fishing trip when he was 11 years old. 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 the Omnitrix times out, causing Stinkfly to revert back into normal. 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 transformed back into Phil just as Feedback reverted back into normal. After Ben, Gwen, and Max learn about the fact that Phill was Terroranchula, Max had stated that they should help, But Phil then 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. After Rath transforms back into normal, Khyber 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 realize 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 Proto-TRUK 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 transform into Heatblast but since he thinks the Omnitrix never gives him the alien he asks for, he selects Heatblast, but he does transform into Heatblast. Crabdozer then eats Heatblast and spits him out as Ben.

Then, Ben realized he got what he chose, so he attempts to transform into Humungousaur, but he transforms into Armodrillo instead. Khyber attacks Armodrillo who overpowers Khyber and punches him before defeating Crabdozer. Khyber then calls his dog who transforms into Slamworm and battles Armodrillo. Rook then goes after Khyber. Armodrillo transforms back into Ben and transforms into Stinkfly who avoids Slamworm. Slamworm transforms into Buglizard who grabs Stinkfly with his tail and he transforms back to normal. Rook finds Khyber and battles him. Ben transforms 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, transforming Buglizard into Mucilator which traps Grasshopper. After Crashhopper is released from the slime and transforms back into normal, 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 realizes, Khyber is the whistle. Khyber whistles again and Mucilator transforms into Tyrannopede who overpowers Humungousaur and traps him in a web cocoon.

Ben then tries to transform into Way Big, but he transforms into Grey Matter instead. 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 (cameo)

Flashback Characters

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

Present Villains

 * Khyber
 * Zed
 * Malware (cameo)
 * Dr. Psychobos (cameo)

Flashback Villains

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

By 11 year old Ben

 * Stinkfly
 * Feedback

By 16 year old Ben

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

By Zed

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

By Phil

 * Terroranchula

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.
 * 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.
 * Ben makes a mention of the events from Singlehanded, where he states that his hand was crawling around in the Null Void without him.