The More Things Change: Part 2

The More Things Change: Part 2 is the second episode of the first season of Ben 10: Omniverse, and the second episode overall.
==Synopsis==
Ben and Rook discover an underground city beneath Bellwood populated with aliens! But who is terrorizing them?
==Plot==
Following from where the previous episode left off, the gang of alien criminals are fleeing across the roofs of Undertown and Ben and Rook are pursuing after them. Ben is shocked that Undertown exists and reminds Rook that they are not partners. The two split up with Rook pursuing Fistina and Ben pursuing Liam. The five converge at a transport tunnel and Ben attempts to transform into XLR8, but he transforms into NRG instead. NRG spits on the ground as Rook arrives. Rook hits Liam with a blast from his Proto-Tool and catches him in a net. NRG goes to Liam and Liam says that there is something behind them. Rook mocks him, but a light informs him and NRG that a bus is coming. The duo throws Liam out of the way and are hit by the bus, taking out its brakes. They try to slow it, emerging in Undertown. The passengers flee the bus, and it drives off, despite having no brakes. NRG transforms back into Ben, and he decides to have a look around Undertown.
Meanwhile, back in the tunnel, Khyber calls his pet and picks up NRG's spit. He sees the wrecked track and sends his pet to Ben. Khyber's pet transforms into Buglizard and runs off to find Ben. Ben explores Undertown, though Rook thinks that they should be chasing the gang. Ben tries to buy food, but Rook scares off the tentacle vendor by flashing his badge and trying to interrogate him. As they walk around, Rook tells Ben that he learned to fight protecting wheat from alien rodents on his homeworld and he is anxious to continue the investigation. Ben says that the 'big bad' will eventually send the lowlifes after him and Rook interrogates aliens as Ben looks for food. Suddenly, Buglizard arrives at the marketplace and frightens the citizens.
Ben attempts to transform into Humungousaur to fight the creature, but he transforms into Water Hazard instead and Buglizard knocks him away and roars. Buglizard and Water Hazard fight as Khyber watches. Water Hazard prevents Rook from fighting but reconsidered his decision when Buglizard pins him down. Rook aims his Proto-Tool at Buglizard and fires a net that closes his mouth. Water Hazard tosses the creature off, but Buglizard breaks free and attacks Water Hazard and Rook. Khyber, seeing that Rook has joined the battle, whistles in order to call Buglizard back, and he leaves. Water Hazard transforms back into Ben and says that the 'big bad' must have sent Buglizard and Rook explains that his investigation revealed a bar where Bubble Helmet frequently visits and should be there now. 
They go to a bar filled with poison gas. Rook puts on a gas mask and tells the aliens to put their appendages up. Ben transforms into Terraspin and tells Rook to put down the badge. Terraspin clears the gas, causing the aliens to cough and wheeze. Rook sees Bubble Helmet and Terraspin takes his helmet and gives it to Rook. Bubble Helmet says that he'll talk when he can breathe, so Rook gives him his helmet, much to Terraspin's annoyance. Bubble Helmet flies away and Terraspin and Rook fly in pursuit. Rook says that Bubble Helmet will lead them to the 'big bad'. Elsewhere, an alien gang is working on building many shakedown machines. The 'big bad' and his right-hand man, Tummyhead, oversee this. The 'big bad' says that the point of the shakedowns are to make Undertown fear him. Terraspin, Rook and Bubble Helmet arrive. The gang aims their weapons at them, and they put their hands up as Terraspin transforms back into Ben. The 'big bad' comes to see and reveals himself as Psyphon. Rook is proud that his investigation led them there and Ben stares at Psyphon angrily.
Ben is surprised to see Psyphon and believes that he is still Vilgax's weak lackey. Psyphon states that will soon change and announces his intentions to extend the protection racket he's been running to the human businesses on the surface, and since they lack the Taydenite to pay him, it will inevitably result in dozens of bombs going off in Bellwood, which is Psyphon's intent.
Psyphon shocks Bubble Helmet for leading Ben to him and then orders his thugs to attack Ben and Rook. They attack and Ben and Rook split up in order to defeat the criminals. Ben transforms into Armodrillo and battles the alien criminals. Rook shoots at aliens as Armodrillo destroys shakedown machines. Rook is disappointed that he can't think of a wisecrack, and Armodrillo tells him not to force it. Psyphon then knocks Armodrillo into Undertown with a shakedown device and attacks him. Psyphon uses a small wrist mounted laser to shoot a ray that causes Armodrillo's arm to swell and start going crazy. Psyphon explains that he stimulated Armodrillo's nervous system. Khyber watches and tells Buglizard to end the battle in order to save Ben for him. Armodrillo grabs a fuse box, electrocuting him, and transforms back into Ben where the effects wear off.
Then, Buglizard arrives at the marketplace and Psyphon, who is afraid, flees away. Rook then arrives and chases after Psyphon. Ben transforms into Shocksquatch and fights Buglizard while Rook and Psyphon battle each other, with Psyphon developing a craving for Rook's Proto-Tech Armor. Shocksquatch battles Buglizard and they fall into the tunnels. Meanwhile, Psyphon fires his laser at Rook, cutting a wooden structure. It collapses on Psyphon. Rook dodges it and makes a wisecrack. The bus with no brakes runs over Buglizard, but he returns. Shocksquatch climbs a ladder overhead and Buglizard follows. He fires a blast of electricity at Buglizard, defeating him. Shocksquatch transforms back into Ben and Rook arrives with Psyphon and he tells Ben that he made a wisecrack. Buglizard escapes in a cloud of gas.
Meanwhile, on Khyber's ship, Buglizard has returned and transforms back into Khyber's dog. The ship is full of trophies of Khyber's past conquests. Khyber tells him that he did well, and that Ben will be their greatest trophy of all. Back in Bellwood, Max and Magister Patelliday come in with a team of Plumbers who take Psyphon and his gang into custody, with Psyphon stating that he has no idea about what Buglizard was. Max explains that the reason why he paired him up with Rook was because he felt Ben was ready to be a mentor, but if he doesn't want a partner, it's his choice. Rook has brought chili fries for Ben and himself to eat, which causes Ben to embrace Rook as his partner.
==Noteworthy Events==
===Major Events===
*Undertown is discovered.
====Character Debuts====
*Orange-Worst
*She-Worst
*Toby Monitor
*Whalium Whalace
*Sock Vendor
*Tentacle Vendor
*Buzz
*T8-M
*ML-E
*Smoothie Vendor
*Sponge Gorb
*Psyphon (Omniverse debut)
*Tummyhead
*Pickaxe Aliens (Omniverse debut)
*Thunderpig
*Tummyhead
*Sweet-Eels Sparklefunk
*Bug-Lite
*Bouncer
====Omnitrix Alien Debuts====
*NRG (Omniverse debut)
*Water Hazard (Omniverse debut)
*Terraspin (Omniverse debut)
*Armodrillo (Omniverse debut)
*Shocksquatch (Omniverse debut)
====Nemetrix Alien Debut====
*Buglizard
==Characters==
*Ben Tennyson
*Rook Blonko
*Atrocians
**Orange-Worst (first appearance; cameo)
**She-Worst (first appearance; cameo)
*Toby Monitor (first appearance)
*Alien Incidental 15 (cameo)
*Whalium Whalace (first appearance; cameo)
*Gilford Bromley (cameo)
*Sock Vendor (first appearance)
*Tentacle Vendor (first appearance)
*Buzz (first appearance; cameo)
*Max Tennyson
*Plumbers (cameo)
**Magister Patelliday (cameo)
**Molly Gunther (cameo)
**Morty (cameo)
*Kinecelerans
**T8-M (first appearance)
**ML-E (first appearance)
*Smoothie Vendor (first appearance)
*Sponge Gorb (first appearance; cameo)
===Villains===
*Psyphon (first reappearance)
*Psyphon's Gang
**Liam
**Bubble Helmet
**Fistina
**Tummyhead (first appearance)
**Pickaxe Aliens (first reappearance)
**Thunderpig (first appearance)
**Sweet-Eels Sparklefunk (first appearance)
**Bug-Lite (first appearance)
**Bouncer (first appearance)
*Khyber
*Zed
==Aliens Used==
===By Ben===
*NRG (first reappearance; intended alien was XLR8)
*Water Hazard (first reappearance; selected alien was Humungousaur)
*Terraspin (first reappearance)
*Armodrillo (first reappearance)
*Shocksquatch (first reappearance)
===By Zed===
*Buglizard (first appearance)
==Quotes==
==Naming and Translations==
==Cast==
==Allusions==
*The title of this episode is based on the saying "The more things change, the more they stay the same".
*Outside the gas house, there is graffiti which says "Reg Show", which is a reference to Regular Show.
*Among the trophies inside Khyber's ship is Lockdown's hook and Grimlock's fire sword from Transformers Animated.
The More Things Change, Part 2 (312).png|Regular Show reference
==Errors==
*The colors of the Omnitrix symbol are reversed when:
**NRG, Liam and Rook look at the train.
**Water Hazard talks to Rook.
**Terraspin and Rook look at aliens.
*One of the background characters in Undertown changes skin colors between shots.
*In one shot, there is a layering error, where Rook's arm is clipped halfway through his torso.
*In one shot, the top of Water Hazard's chest is red instead of grey.
*Outside the gas house, an Alien Vermin is supposed to run up a pipe in the foreground, but its position is offset such that it looks like it runs on air.
*While Terraspin and Rook are chasing Bubble Helmet, his Omnitrix symbol is colored black.
*In one shot, Terraspin looks bigger than usual.
*In various shots, there are duplicates of the Bouncer, Sweet-Eels Sparklefunk, Bug-Lite, and Thunderpig.
*When Ben is about to transform into Armodrillo, the sound of him looking through his aliens is heard, but the hologram wheel is not shown.
*In the shot after the one in which Rook says "Ben, behind you", the metal circle on Armodrillo's head is yellow instead of silver.
*In one shot, Sweet-Eels has an extra tentacle.
*In one shot, the Omnitrix's dial is missing from Ben's wrist.
The More Things Change, Part 2 (44).png|Omnitrix symbol color error
The More Things Change, Part 2 (129).png|Miscolored background character
Water hazard error.png|Omnitrix symbol color error
The More Things Change, Part 2 (216).png|Chest error
The More Things Change, Part 2 (261.5).png|Floating vermin
The More Things Change, Part 2 (291).png|Omnitrix symbol color error
Error Omnitrix symbol Terraspin OV.png|Omnitrix symbol color error
Terraspin OV 5.PNG|Size error
The More Things Change, Part 2 (350).png|Two Bouncers
The More Things Change, Part 2 (359).png|Three Bouncers/Two Sweet-Eels
The More Things Change, Part 2 (393).png|Head error
The More Things Change, Part 2 (395).png|Two Bouncers/Two Bug-Lites/Tentacle error
The More Things Change, Part 2 (402).png|Two Thunderpigs
==Trivia==
*The episode's title is listed as The More Things Change, Part II within the episode itself, The More Things Change Part 2 on the Ben 10 Omniverse: A New Beginning DVD, and The More Things Change Part 2 on the Cartoon Network website.
*It is revealed that Terraspin can breathe poisonous gas.
*This is the final Ben 10 episode written by Dwayne McDuffie before his death.
*The scene where Terraspin and Rook talk at the gas house was storyboarded by T.J. Collins, whereas the scene where Terraspin and Rook chase Bubble Helmet was storyboarded by Steve Ahn.
**Terraspin has eight holes and Rook is slimmer in the storyboards.
==References==
===Crew Statements===
====Matt Wayne====
====T.J. Collins====
====Steve Ahn====
===Cartoon Network===
es:Muchas cosas cambian
fr:Plus les choses changent, Partie 2
it:Più le cose cambiano (seconda parte)
pl:Wiele zmian: część 2
pt-br:Quanto Mais as Coisas Mudam: Parte 2
ro:Schimbări cu surprize: Partea 2
ru:Всё Меняется: Часть 2
Category:Episodes
Category:Ben 10: Omniverse Episodes
Category:Two Part Episode
Category:Ben 10: Omniverse Season 1 Episodes
Category:Episodes Written by Dwayne McDuffie
Category:Episodes Written by Matt Wayne
Category:Episodes Directed by Jae Hong Kim