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 and Khyber have captured Azmuth and Khyber warns Ben's team to stay back. Ben askes Azmuth that he has a plan and Azmuth says that there is no time to think of one. Ben, Max, and Rook all charge for them but Khyber orders his pet to multiply and tackle the three down. Albedo then says that he will use the cerebral vortex to drain Azmuth's intelligence and transfer into his. Albedo activates the machine and it successfully drains Azmuth's intelligence and it is taken out in a form of a green orb. Khyber then attempts to feed Azmuth to one of his pets but Rook breaks free and Ben is able to tranform into Terraspin. Terraspin knocks away 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 Albedo transforms into Articguana and he, Khyber, and the Panuncians begin to chase after them. Terraspin transforms back into Ben and he is surprised to see Azmuth acting like this. Max explains that is Azmuth's "pre-brain" and Rook finishes saying that Galvins have a secondary brain that handles bodily functions. Soon, Albedo and Khyber arrive and Albedo transforms further into Ultimate Articguana 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 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 and Azmuth begins to beat on a machine. However, this sets off the self-destruct function and Ben, Rook, Max, and Azmuth all escape into the Proto-TRUK and leaves for Earth before the explosion occured.

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 as rescued him and is trying to build a cerebral vortex to restore him. Azmuth then starts to tell the items that Ben needs in order to contruct a cerebral vortex but Albedo and Khyber being attacking. Ben attempts to transform into Astrodactyl but gets Cannonbolt instead. Cannobolt 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 and Albedo and Khyber's ship begin to attack. Suddenly, Gwen and Kevin Levin arrive on the Rust Bucket 3 where they attack Albedo and Khyber's ship. 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, Albedo and Khyber's ship soon lands and Albedo askes for Azmuth's brain. Albedo attempts to attack but Gravattack easily pulls him away using his gravity powers and slams him into a nearby building. Gravattack continues to keep Albedo into his orbit but Albedo transforms into Armodrillo and knocks down Gravattack. Gravattack tranforms back into Ben and Albedo soon transforms into Gravattack himself and then even Ultimate Gravattack and starts to toss Ben around. 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. The two appear to be even match until Zeb manages to tackle Khyber down. Khyber then calls for his Panuncian to attack and it attack's Zeb. Ben is still seen trapped in Ultimate Gravattack's orbit and accidently lets go of Azmuth's brain whom Ultimate Gravattack gladly takes. Zeb manages to scare away the Panuncians and Gwen traps Khyber even after Azmuth took her glasses.

Gwenthen  threathens to take Khyber to the Null Void and Ben askes Khyber where Albedo is taking the brain to. Khyber, not wanting to take, 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 the Nemetrix isn't limited to just predators 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 putting of 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 saying 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 on top of the Rustbucket and Max is telling a younger Gwen and Ben 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 needed somewhere to build the cerebral vortex that has a laboratory. The dream sequence ends and Pesky Dust transforms back into Ben and 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 and Kevin breaks the Nemetrix. The Ultimate Panauncian transforms back to normal as well as Water Hazard into Ben. 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 arrive where they spot Albedo who is currently tranferring Azmuth's brain into his very own. Albedo then says that they are too late and will use his new brainpower to make the universe "perfect". Gwen attempts to hit Albedo with an energy blast be he easily deflects it back at her. Kevin charges as well but Albedo then lifts up him and the rest and traps them in an energy-like forcefield. Suddenly, Azmuth starts to see the universe for what it is and admits his hatred for Azmuth is pointless. Azmuth then falls on Ben's Omntrix and selects an alien which turns out to be Bloxx. Bloxx then pulls the switch which causes Albedo's newfound brainpower to drain away and blastes everyone else but Ben and Azmuth away. 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 askes Azmuth to choose an alien for him saying 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 Humugousaur away and tosses Azmuth to Max. Albedo 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 Missile" and sends him backwards. Atomix askes 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" causing him to revert back to Ultimate Albedo and then back to his normal, Galvin form and Atomix reverts back into Ben.

Gwen and the others arrive who 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 askes Azmuth that he used to get the aliens he want everytime and wants to know why he can't. Azmuth says that Ben needs to stop hitting the Omntrix so hard whenever he transforms into an alien as the impact causes the timer to set to random. Azmuth then takes the Ultimatrix from Albedo and messes with it before placing it back onto Albedo. Azmuth then askes Max to call whenever something is important 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 from. Albedo then says that is there nothing worse than being a 16 year old Ben and he reverts back down to 11 years old. Albedo then cries as Ben and the others watch him.

Major Events

 * Atomix makes his debut (accidentally unlocked by Azmuth).
 * Ultimate Gravattack and Ultimate Articguana make their debuts.
 * Ultimate Panuncian makes his debut.
 * Khyber's Panuncian loses the Nemetrix.
 * The Rust Bucket 3 makes its Omniverse debut.
 * Ben finally learns from Azmuth why he kept transforming into the wrong alien.
 * Khyber and his Panuncian escape with the Nemetrix.
 * Albedo is taken back into Plumber custody.
 * Azmuth modfies Albedo's Ultimatrix, so he turns into an eleven-year old clone of Ben.
 * Vilgax makes his Omniverse flashback debut.

Omnitrix Aliens Debuts

 * Atomix (first appearance)

Recreated Ultimatrix Alien Debuts

 * Ultimate Articguana (first appearance)
 * Ultimate Gravattack (first appearance)

Nemetrix Alien Debut

 * Ultimate Panuncian (first appearance)

Characters

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

Villains

 * Albedo
 * Ultimate Albedo
 * Khyber
 * Khyber's Panuncian
 * Ultimate Panuncian (debut)
 * Vilgax (past; dream cameo)

By Ben

 * Terraspin
 * Cannonbolt (accidental transformation, intended alien was Astrodactyl)
 * Gravattack
 * Perk Upchuck
 * Pesky Dust
 * Water Hazard
 * Bloxx
 * Atomix (debut)

By Albedo

 * Articguana
 * Ultimate Articguana (debut)
 * Armodrillo
 * Gravattack (cameo)
 * Ultimate Gravattack (debut)
 * Ultimate Humungousaur
 * Ultimate Spidermonkey

By Khyber's Panuncian Pet

 * Crabdozer
 * Ultimate Panuncian (debut)

Errors

 * In the scene where Albedo is being taken into custody, he looks like Azmuth with red eyes.
 * When Ultimate Spidermonkey falls down after Atomix beat him, he has 4 fingers on each hand instead of 3.
 * In the ending of the last episode (and in the previous segment of this episode), Albedo was in Galvan form, held by Rook, facing towards Azmuth. In the next segment, he's Ultimate Albedo and next to Khyber.

Allusions

 * The name of this episode is a reference to the cowboy film "For a Few Dollars More".

Trivia

 * This episode aired in Spain on November 25, 2013.
 * It is revealed that Khyber is afraid of Nemuinas.
 * It is revealed that Galvans have a second brain to control their motor functions.
 * As stated by Ben (as Upchuck) Gourmands do not have a predator.
 * It is revealed that Albedo wasn't fired from working with Azmuth, he actually quit working with Azmuth.
 * At the end of the episode, Azmuth turned Albedo into an eleven year-old Ben as he would not do as much harm as the sixteen year-old version.
 * During his few brief moments of enlightenment Albedo saw what he described as a "Omniverse" which spanned every possible scenario past, present, and future, an obvious reference to the title of the show.
 * in Khyber's Dream, Ben and Gwen are in their 11 year old appearance, yet Vilgax appears as he did in Vilgax Must Croak.