|This article belongs to the Classic Continuity|
Of Predators and Prey: Part 2 is the tenth episode of Ben 10: Omniverse.
The episode starts with Ben being held captive and hanging from the ceiling in Khyber's ship with Khyber and his dog. Khyber says that he is the ultimate predator, and that Ben is the ultimate prey before slicing off a piece of Ben's hoodie. Khyber then plans to cut off Ben's Omnitrix arm.
Ben starts telling Khyber that he won't succeed, 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. He then teases Ben about how his partners always leave him. Then Ben starts offending Khyber's method of sending his dog to do all the work and teases Khyber's pet through saying that it is the brains of the operation and calls it a "mutt". Khyber says that he is not a "mutt" and that he is a properly trained Anubian Baskurr. Ben states that Khyber's pet is wearing an Omntrix wannabe and Khyber states that the Nemetrix was created by Malware, which shocks Ben. Khyber then explains how Malware had created the Nemetrix with the aid of Dr. Psychobos. It was missing predator DNA so they hired Khyber to obtain the DNA, five years ago. Then they searched for a test subject in the Null Void and found and kidnapped Phil Billings in order to use him as a test subject for the Nemetrix. On that same day, Max, Ben, and Gwen were fishing. Gwen was practicing with her mana, so Ben transforms into Stinkfly and knocks Gwen off her mana and distracts her. Then Phil, who was watching from the bushes, transforms into Terroranchula attacks them. Stinkfly projects slime at Terroranchula and Gwen throws mana at him, but he breaks free of both and covers himself in an energy web. When Stinkfly stings Terroranchula with his tail, he is electrocuted and sent flying back and the Omnitrix times out, causing Stinkfly to revert back into Ben. Gwen manages to use her mana in order to catch Ben in order to prevent him from receiving an injury through falling onto the ground hard and he falls to ground softly. 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. Suddenly, Terroranchula begins to foam from the month and loses its mind and Feedback then grabs and wrestles with him until the Omnitrix times out, Terroranchula transformed back into Phil just as Feedback reverted back into Ben. After Ben, Gwen, and Max are surprised to learn about the fact that Phill was Terroranchula, Max had stated that Phill needs help, But Phil then disappears before their very eyes.
Back in Khyber's ship, Ben learns that Khyber was behind Phil's attack and it was just a test run for the Nemetrix. Khyber explains that since sentient beings were unable to withstand the savage mindset of the Nemetrix it was given to Khyber's Dog instead. Ben taunts Khyber and then uses Khyber's sword to free him of his bonds. Ben then attempts to transform into Humungousaur, but he transforms into Rath instead who battles Khyber's dog and then battled Khyber, but Khyber subdues Rath with a hephaestan neuro grip and Rath transforms back into Ben. 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. Ben and Rook explain that they faked their fight, using a soda can as a fake badge. As Ben and Rook start to argue about rescuing each other, Khyber then whistles to his dog who transforms into Crabdozer and pins Ben to a wall. Rook rushes to help Ben but is taken down by Khyber. After Crabdozer frees Khyber, Rook cautions Ben not to transform into Heatblast, as Crabdozer is the natural predator of a Pyronite. Ben, in an attempt to take advantage of the Omnitrix's frequent habit of mistransforming him, deliberately selects Heatblast in hopes of transforming into a different alien, but ends up being transformed into him anyway. Crabdozer then eats Heatblast and spits Heatblast out as he transforms back into Ben.
Then, Ben realized he got what he chose, so he attempts to transform into Humungousaur again, but he transforms into Armodrillo instead. Khyber attacks Armodrillo who overpowers Khyber and punches him before defeating Crabdozer. Khyber then whistles to Crabdozer, who transforms into Slamworm and fights Armodrillo. They fall to a lower deck and Armodrillo runs from Slamworm. He then collapses the ceiling onto Slamworm. Armodrillo tells Rook to get Khyber's whistle. Khyber is on the bridge, taking the ship off and Rook then goes after Khyber and suggests to Armodrillo that he should transform into another alien form as Armodrillo transforms back into Ben. Ben attempts to transform into Humugousaur, but he transforms into Stinkfly instead, relieved that Slamworm is not Stinkfly's predator, and Slamworm tunnels out of the ship. Stinkfly follows it only to be grabbed by Buglizard, who crawls to the top of the ship. Rook bursts into the bridge and Stinkfly transforms back into Ben. Ben transforms into Crashhopper and frees himself from Buglizard's tail. He then falls away from the ship.
Crashhopper grabs a spike and starts kicking Buglizard in her face. Rook shoots at Khyber who deflects one of his blasts and knocks Rook out. Khyber sees Crashhopper kicking Buglizard and whistles to his dog, transforming Buglizard into Mucilator, which results in Crashhopper getting stuck. Meanwhile, Khyber and Rook duel with a sword and the Proto-Tool, but Rook shocks Khyber and starts to pilot the ship. After Crashhopper is released from the slime and transforms back into normal, Ben gives up and tells the Omnitrix to surprise him. He finally transforms into Humungousaur and punches Mucilator away. Humungousaur is delighted to see that he has finally transformed into Humungousaur and Humungousaur and Mucilator battle while Khyber eventually blasts Rook with some solid fumes, trapping him to the floor, and Rook realizes that Khyber is the whistle. Khyber whistles again and Mucilator transforms into Tyrannopede, Humungousaur's predator, and Humungousaur and Tyrannopede fight, which shakes the ship. Khyber tells Tyrannopede to kill Humungousaur, so Tyrannopede wraps Humungousaur in a cocoon and tears it apart. Inside of the cocoon, Ben is safe. He tries to transform into Way Big, but he transforms into Grey Matter instead. After observing the events that occurred outside of the ship through a screen, Khyber tries to whistle to transform Tyrannopede, but Rook stops him through blocking his whistle with goo and Khyber then wrestled with him. Grey Matter thinks for a minute and then climbs onto Tyrannopede. He performs a Feston Neuro-Grip, which causes Tyrannopede to faint. Grey Matter transforms back into Ben and the ship starts to fall and he was then sent flying.
Ben hopes that the Omnitrix to transform him into something that could fly and he transforms into Big Chill. In the fight taking place inside of the ship, Khyber was about to deliver the final blow to Rook when Big Chill, while he was intangible, freezes Khyber and saves Rook. The ship falls, so Big Chill makes a hole in it and flies out of the ship with Rook. The ship crashes into a forest and Khyber and his dog stumble out of the ship's remains, having survived the crash, and fall to the ground and they 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 start to fall but were caught by Grandpa Max's Plumber Ship. Ben said "not one word" and Rook said "What about two words - Told you!"
- 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
Nemetrix Alien Debut
- Tyrannopede (first appearance)
By 11 year old Ben
By 16 year old Ben
- Rath (intended alien was Humungousaur)
- Heatblast (accidental transformation)
- Armodrillo (intended alien was Humungousaur)
- Stinkfly (intended alien was Humungousaur)
- Humungousaur (first re-appearance)
- Grey Matter (intended alien was Way Big)
- Big Chill (first re-appearance)
Rook: (destroys the door) It would appear, Khyber, that the hunter has become the hunted! (to Khyber) That is not a bad entrance line, is it? (to Ben)
Naming and Translations
|Hungarian||Ragadozók és zsákmányaik, Második rész||Predators and Their Preys, Part 2|
|Polish||Drapieżniki I Ofiary Cz.2||Predators And Victims Part 2|
|Portuguese (Br)||Predadores e Presas, 2ª Parte||Predators and Preys, 2st Part|
|Spanish (HA)||Depredadores y Presa, Segunda Parte||Predators and Prey, Second Part|
|Spanish (Spain)||Presa y Depredador, Parte 2||Prey and Predator, Part 2|
The title of this episode is a play on Of Mice and Men, a novella written by author John Steinbeck.
- Khyber's "Hephaestan Neuro Grip" is a play on the Vulcan nerve pinch from Star Trek.
- When Rath begins fighting Khyber, he tells him it's "Khyber the Huntsman Season" to which Khyber replies back that it's "Appoplexian Season". While fighting, the two go back and forth with "Khyber Season!" and "Rath Season!" which alludes to the Bugs Bunny and Daffy Duck's "Duck Season/Rabbit Season" gag in Looney Tunes.
- Ben says the names of Humungousaur and Big Chill after transforming, which is similar to how he had the tendency of shouting out the names of his aliens after he transformed into them in Ben 10: Alien Force and Ben 10: Ultimate Alien. However, 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.
- The hook hand of Lockdown from Transformers Animated cameos in Khyber's ship again. In addition, Grimlock's flame sword can also be seen at one point in the ship.