Of Predators and Prey: Part 2

Of Predators and Prey: Part 2 is the tenth and final episode of the first season of Ben 10: Omniverse, and the tenth episode overall.
==Synopsis==
While trapped in Khyber ship, Ben learns details about the origin of the Nemetrix, and the link between Khyber, Malware, and Dr. Psychobos!
==Plot==
The episode starts with Ben being held captive and hanging from the ceiling in Khyber ship with Khyber and his dog nearby. 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 says he 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 Badge being destroyed and that was the only way Rook would track them here. He teases Ben about how his partners always leave him. Ben teases Khyber's pet by saying that his pet 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 Omnitrix wannabe and Khyber states that the Nemetrix was created by Malware, which shocks Ben. Khyber 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. 
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, in a flashback, Ben, Gwen, and Max are by a lake. Gwen practices with her mana while Max fishes. Ben transforms into Stinkfly and knocks Gwen off her mana platform. 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 transforms into Feedback who absorbs Terroranchula's energy webs. Max drives the Rustbucket 2 into Terroranchula, who just pushes it over. Suddenly, Terroranchula begins to foam from the mouth and loses its mind and Feedback 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 Phil was Terroranchula, Max had stated that Phil needs help, but Phil disappears before their very eyes.
In the present, Ben learns that Khyber was behind Phil's attack, and it was 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 pet instead. Ben taunts Khyber and uses Khyber's sword to free himself of his bonds. Ben attempts to transform into Humungousaur, but he transforms into Rath instead who battles Khyber's dog and then Khyber. Khyber subdues Rath with a Hephaestan Neuro Grip and Rath transforms back into Ben. Khyber 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 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.
Ben realizes he got what he chose, so he attempts to transform into Humungousaur again, but transforms into Armodrillo instead. Khyber attacks Armodrillo who overpowers Khyber and punches him before defeating Crabdozer. Khyber whistles to Crabdozer, who transforms into Slamworm and fights Armodrillo. They fall to a lower deck and Armodrillo runs from Slamworm. He collapses the ceiling onto Slamworm. Armodrillo tells Rook to get Khyber's whistle. Khyber is on the bridge, taking the ship off and Rook 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. Delighted that he has finally transformed into the correct alien, 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 wrestles with him. Grey Matter thinks for a minute and climbs onto Tyrannopede. He performs a Hephaestan Neuro-Grip, which causes Tyrannopede to faint. Grey Matter transforms back into Ben and the ship starts to fall and he is 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 the ship, Khyber is about to deliver the final blow to Rook when Big Chill, 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, injured. Khyber curses Ben when Malware and Dr. Psychobos appear. Malware tells Khyber to capture Ben again after his failure. When Big Chill transforms back to Ben, he and Rook start to fall but are caught by Max's Plumber ship.
==Noteworthy Events==
===Major Events===
*Ben learns about the history of the Nemetrix.
*Rook meets Khyber for the first time.
====Character Debuts====
*Khyber (Omniverse flashback debut)
*Malware (Omniverse present debut)
*Phil Billings (Omniverse flashback debut)
====Omnitrix Alien Debuts====
*Humungousaur (Omniverse debut)
*Big Chill (Omniverse debut by 16-year-old Ben)
====Nemetrix Alien Debut====
*Tyrannopede (first appearance)
===Minor Events===
*Terraspin's species is revealed by Khyber.
==Characters==
*Ben Tennyson (11 and 16 years old)
*Rook Blonko
*Gwen Tennyson (11 years old)
*Max Tennyson (60/61 and 66 years old; 66 years old was a cameo)
===Villains===
*Khyber (flashback and present)
*Zed
*Malware (flashback and present; present was a cameo)
*Dr. Psychobos (flashback and present; present was a cameo)
*Phil Billings (first reappearance; flashback)
==Aliens Used==
===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 reappearance)
*Grey Matter (intended alien was Way Big)
*Big Chill (first reappearance)
===By Zed===
*Crabdozer
*Slamworm
*Buglizard
*Mucilator
*Tyrannopede (first appearance)
===By Phil===
*Terroranchula
==Quotes==
==Naming and Translations==
==Cast==
==Continuity==
*Khyber mentions how Gwen and Kevin "abandoned" Ben, referring to the events of The More Things Change: Part 1.
*It is revealed that after the events of Truth, Phil was still stuck in the Null Void and was used as a test subject for the Nemetrix.
*Ben makes a mention of the events from Singlehanded, where he states that his hand was crawling around in the Null Void without him.
*Ben also mentions the events of Secrets, when he says that it took Vilgax about five minutes to capture him.
==Allusions==
*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. The "Hephaestan" name also comes 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 Alien Force and Ultimate Alien. However, in the context of this episode, it's due to the pleasant surprise at using them for the first time in what seems like a while.
*When Malware and Dr. Psychobos confront Khyber and Zed at the end of the episode, Malware says "I certainly hope so Khyber, for your sake." This line is a play on a quote by Darth Vader: "I hope so commander, for your sake."
==Errors==
*During the recap of the previous episode, the "Previously on Ben 10: Omniverse" text has "Ben 10" as one word.
*Before Young Ben transforms into Stinkfly, his silhouette does not appear on the Omnitrix.
*In one shot, 11-year-old Stinkfly has nine stripes instead of four.
*Before Ben transforms into Rath, the icon wheel on the Omnitrix is missing.
*When Rook comes to save Ben by shocking Khyber, the Omnitrix symbol on his Proto-Tool is all green.
*Crabdozer's tongue is purple instead of red in this episode.
*When 16-year-old Stinkfly reverts back to Ben, the rim around his Omnitrix symbol is grey instead of white.
*When Crashhopper fights Buglizard, Buglizard's face is entirely black. When it cuts back to her, the white parts on her face are black.
*Throughout most of the episode, the circle on Rook's back is all black.
*When Ben fights Zed just before he asked the Omnitrix to surprise him, the corners of the Omnitrix's faceplate are white instead of black.
DepreyPresa2P117.png|Nine stripes
DepreyPresa2P177.png|Missing icon wheel
DepreyPresa2P220.png|Symbol error
DepreyPresa2P264.png|Purple tongue
DepreyPresa2P311.png|Grey rim
DepreyPresa2P322.png|Face error
DepreyPresa2P349.png|Rim error
DepreyPresa2P368.png|Corners error
==Trivia==
*The episode's title is listed as Of Predators And Prey, Part II within the episode itself, Of Predators and Prey Part 2 on the Ben 10 Omniverse: A New Beginning DVD, and Of Predators and Prey Part 2 on the Cartoon Network website.
*There is a brief frame from The More Things Change: Part 1 used when Ben turns into Feedback.
*Khyber acquired the Crabdozer's DNA in a game preserve.
*The scene where Big Chill saves Rook from Khyber was storyboarded by Tony Santo.
**Big Chill is depicted with his Alien Force/Ultimate Alien appearance in the storyboards instead of his Omniverse one.
==References==
===Crew Statements===
====Matt Wayne====
====Derrick J. Wyatt====
====Tony Santo====
===Cartoon Network===
es:Depredadores y presa
it:Predatori e prede (seconda parte)
pl:Drapieżniki i ofiary: część 2
pt-br:Predadores e Presas, Parte 2
ro:Vânător și vânat partea 2
Category:Ben 10: Omniverse Episodes
Category:Two Part Episode
Category:Ben 10: Omniverse Season 1 Episodes
Category:Episodes
Category:Episodes Written by Marty Isenberg
Category:Episodes Directed by Dan Riba
Category:Episodes with Flashbacks