Showdown: Part 2

Showdown: Part 2 is the tenth and final episode of the second season of Ben 10: Omniverse, and the twentieth episode overall.
==Synopsis==
Ben must deal with a past failure while a deranged Malware launches his final attack on Azmuth.
==Plot==
The episode starts five minutes before Galvan B's destruction. Many Galvanic Mechamorphs swarm in to stop Malware, but he easily blasts them all away. Some Galvanic Mechamorphs attempt to put up huge shields, but Malware simply blasts a hole through them. Malware heads toward the Helix and starts absorbing it, destroying Galvan B.
On Galvan Prime, Ben, Rook, and Azmuth experience the effects of Galvan B's destruction. The shockwave from the destruction causes a high-pitched sound to briefly resonate in the area. Rook assumes it is Malware's doing, which Azmuth confirms. Ben thinks that since Malware was on the moon when it blew up, Malware was destroyed along with it. However, Azmuth doesn't believe so and states their problems have only just begun. As giant rocks head toward Galvan Prime, a Galvan security officer tells Azmuth that their defenses are down. Azmuth tells the group to get armed, while Ben transforms into NRG and he, Rook, and Azmuth all get on the hovercraft. The Galvans start shooting down the rocks, while NRG and Rook blasted away some themselves. One of the shattered rocks hits the cage that contains Khyber's pet and it escapes. A Galvan security officer flies by, and his wings get hit by one of the rocks and are vaporized. Ben notices that those aren't ordinary rocks. Azmuth says that it's Malware, who has scattered himself over the planet, as Ben sarcastically agrees. Back on Earth, Pakmar yells at Max, saying he wants him to pay for all of Ben's damages to his venues. Max decides to look for Ben, but notices that Ben isn't even on Earth anymore, which makes him wonder.
 
Back on Galvan Prime, Ben asks Azmuth what to do next. Azmuth is clueless, and Ben complains, saying how Azmuth is the smartest mind in five galaxies. Rook notices something forming in the distance and tries to tell them, but Ben and Azmuth are still talking with each other. Suddenly, a giant-sized Malware walks up to the group, saying how he has brought destruction. Azmuth says he's not impressed, to which Malware says that nothing will impress Azmuth. Azmuth tries to tell Malware that all he was trying to do is heal his pain, but Malware is soon shocked by orbs. Malware yells out, saying he's lying, and it is too late to save him. Malware destroys the hovercraft Ben, Rook, and Azmuth were on, while Ben quickly transforms into Humungousaur and wrestles down Malware. Malware blasts himself free from Humungousaur, which sends him flying. Rook tries to shoot at Malware, but Malware absorbs his Proto-Tool. Malware uses his newly acquired weapon to shoot at Humungousaur, who barely dodges the blasts. Humungousaur continues to punch down Malware, who responds by using energy as a saber-like weapon. Malware quickly blasts away Humungousaur, remarking on how handy the Proto-Tool is. Malware grabs onto Humungousaur's hands, yelling out that he is going to take over Galvan Prime. Malware slowly starts to form over Humungousaur's body, and he tells Rook to get Azmuth out of harm's way. Malware attempts to stop Rook by blasting him, but Rook manages to dodge the blasts and grab Azmuth. Malware's body soon covers Humungousaur, but Malware is suddenly blasted apart. Humungousaur transforms back to normal, while a large Plumber ship hovers down on Ben, Rook, and Azmuth. Max soon tells them to get on and Gwen runs out, helping Ben inside. Kevin, who is piloting the Proto-TRUK, blasts at Malware and escapes.
Rook asks Max how he knew that they were on Galvan Prime and Max says he knew something was wrong when they didn't show up on any scans and used Gwen to track Ben's mana. Max asks how Ben is doing, and Blukic says that Ben will come around in a few hours. Ben starts coughing and Driba replies, saying Ben will wake up now. Azmuth is explaining how Malware's parts were spread over a localized area and how the rest is unaffected. Azmuth says it is a matter of hours before Malware's parts will soon reach the core and that there will be no stopping him, saying he will absorb everything. Kevin asks what the plan is. Azmuth explains that he designed Galvan Prime to have a series of firewalls to prevent viral attacks and says if they can activate them fully, Malware cannot reach the core. Azmuth tells Ben that he will know more and says that he, Gwen, and Rook are going to go to the remains of Galvan B, hoping to find answers. Ben notices that Azmuth said "if we activated the firewalls" knowing that Azmuth isn't giving all of the information. Azmuth explains that the firewall's controls were damaged by the shockwave, and Ben says that he needs to distract Malware while Blukic and Driba fix the controls. Blukic and Driba are a little confused, while Ben remarks that he and Kevin are going to be fighting side by side again. As the plan is about to get carried out, Max is holding one of the jet packs, asking for anything bigger. 
Blukic and Driba fly off with Max following behind them, trying to maintain his balance. Azmuth explains to Ben and Kevin that Malware is ahead and they both head out to face him. Ben and Kevin end up falling out of the Plumber ship and Ben tries to transform into a flying alien but transforms into Way Big instead and lands right on top of Malware. Kevin wonders what happened to Malware and Way Big thought that he splattered him. Kevin, absorbing some of the metal on Way Big's shoulder, says it's never that easy. Way Big tells Kevin to search for the troops while he looks out for Malware. Kevin starts to head out, but Khyber's pet stops him in his tracks.
In a Galvan building, Max observes Blukic and Driba as they look over the damaged controls. Back outside, Way Big tries to crush Malware with his foot, but his part starts to form over Way Big's foot. He manages to get it off, while Malware starts to form behind him. Kevin is seen walking while dragging Khyber's pet, who bites his foot and tells it to get off. Blukic and Driba start getting small parts from Max including a penny, his belt buckle, and even his shoelaces. Meanwhile, Way Big is tossed backwards by Malware, calling him a fool. He then charges at Malware, throwing punches then kicking him backwards. Malware fires one of his parts at Way Big, but he destroys it using a cosmic ray that also hits Malware. Kevin looks back at the blast while Azmuth, Gwen, and Rook are back at the remains of Galvan B. Azmuth observes the Helix, noting that it is in good condition and asks for pocket change. Back on Galvan Prime, Way Big walks toward Malware, but is soon caught by his feet by Malware's part and most of his body starts to get consumed. Malware barks at Ben, saying that his loyalty to Azmuth is what brought his destruction and how his parts have nearly reached the core. Max tells Blukic and Driba they're running out of time, but the two have finally finished the controls. They turn it on, activating the firewalls and stopping Malware from reaching the core. Malware is upset and he grows even bigger, fully absorbing Way Big into his body.
Inside Malware, Ben soon drifts into his subconscious, as he sees himself back home. He sees a young Gwen and his 11-year-old self emerging from the Rustbucket 2. Young Ben is depressed, and Max asks him to head inside. Azmuth appears and speaks with him, while 16-year-old Ben realizes that he remembers this scene. Azmuth explains to Ben that Ben never learns anything from winning and that losing Feedback was hard for him. 11-year-old Ben says that Feedback was like a part of him, but Azmuth tells him that Ben could learn something from losing Feedback. 11-year-old Ben from his subconscious starts talking to him, saying that 16-year-old Ben hasn't learned anything yet. 16-year-old Ben replies that he has and learns to forgive himself.
The two Ben exchange hands while Malware is still on rampage. Suddenly, Ben, in the form of Feedback, emerges from Malware's head, Malware is shocked, but says that he will destroy Feedback again. Feedback absorbs Malware's energy blasts and sends them back at Malware, damaging him, while Ben remembers why he loves Feedback. Feedback flies toward Malware, dodging his attacks and blasts at him, but ends up flying into the water. Kevin notices Khyber's pet trapped under rocks and Kevin decides to rescue it. Feedback admits that he isn't hurting Malware in any way and needs a new plan before the Omnitrix wears out. Suddenly, hundreds of Galvanic Mechamorphs rain down from the sky and land on Malware, weakening him and turning him back into his normal size. Feedback decides he needs something to take down Malware once and for all and Azmuth appears behind him with a suggestion. Feedback realizes that Azmuth saved the Galvanic Mechamorphs and Azmuth offers Feedback the energy from the Helix to finish off Malware. He then absorbs the energy and launches it at Malware, while in turn Malware launches energy at Feedback. His energy blast cuts through Malware's, destroying Malware in the process. Feedback transforms back to normal, with everyone celebrating Malware's defeat.
Ben, along with Kevin and Gwen, tells Azmuth that they are ready to leave. Azmuth just tells Ben to go, not wanting to stoop down to thanking Ben every time he saves the world. As the group is about to leave, Kevin calls over Khyber's former pet, much to Ben's surprise. Kevin also says that the pet is female, much to Gwen's shock, asking him how he knows. Kevin replies by telling Gwen that she hasn't paid enough attention in health class. Max (whose pants are still down), Blukic, and Driba all leave with Ben's group and they fly out of Galvan Prime. Ben notices the Galvanic Mechamorphs rebuilding Galvan B and the group flies back home.
==Noteworthy Events==
===Major Events===
*Malware absorbs the Proto-Tool.
*Zed escapes and eventually gets adopted by Kevin.
*Feedback is restored.
*The Galvanic Mechamorphs are brought back to life and repair Galvan B.
*The Faction is defeated, with Khyber being the only active member.
*Malware is defeated and destroyed.
====Character Debut====
*Chadzmuth (Omniverse present debut)
====Omnitrix Alien Debut====
*Feedback (Omniverse debut by 16-year-old Ben)
==Characters==
*Ben Tennyson (11 and 16 years old)
*Rook Blonko
*Max Tennyson (60/61 and 66 years old)
*Gwen Tennyson (11 and 16 years old)
*Kevin Levin
*Galvanic Mechamorphs
*Galvans
**Azmuth (past and present)
**Galvan Security Officers
**Blukic
**Driba
**Y-it (cameo)
**Fergi (cameo)
**Chadzmuth (cameo)
*Zed
*Pakmar
*Plumbers
**Bryk (cameo)
===Villains===
*Dr. Psychobos (cameo)
*Malware (death)
==Aliens Used==
*NRG
*Humungousaur
*Way Big (accidental transformation)
*Feedback (first appearance by 16-year-old Ben)
==Quotes==
==Naming and Translations==
==Cast==
==Allusions==
*When Zed's gender is revealed, Kevin makes a reference to the Alien Force episode Unearthed, in which Gwen had said "You really didn't pay attention to health class, did you?" by the time she revealed Tiny's gender.
==Errors==
*During the recap of the previous episode, the "Previously on Ben 10: Omniverse" text has "Ben 10" as one word.
*When Galvan B was destroyed in the previous episode, several cracks erupted through the moon in sequence before it exploded in segments. When it is destroyed in this episode, several cracks are formed simultaneously, and it explodes in one go.
*The same side of Galvan B is shown in space and on Galvan Prime, when the other side of the moon should be seen on Galvan Prime.
*When NRG, Rook, and Azmuth land after destroying the rocks, the handle on NRG's containment suit is missing.
*Right as Ben points to Azmuth saying "Seriously? You're the smartest guy in three galaxies," the Omnitrix is missing from his wrist.
*In one shot, Max's eyes are not in the correct order.
*In one shot, Max's eyes don't match.
*While the team is in the Proto-TRUK, Rook has the Proto-Tool on his shoulder, even though it had already been absorbed by Malware.
*Before Ben and Kevin drop from the Proto-TRUK, Azmuth is missing.
*When Ben and Kevin fall, Kevin has no hair on his chin.
*Throughout the episode, Way Big's cheek eyes are colored like the metal tubes encasing them.
*When Malware knocks down Way Big, the red on his cheeks is white.
*At one point during the flashback with Ben and Azmuth, Azmuth's feelers are missing on his head.
*When Feedback appears out of Malware's head, his fingers are round instead of cubed.
*When Feedback looks at Malware, his back has a green stripe.
SD2 (26).png|Galvan B explodes in one go
SD2 (27).png|Same side of Galvan B is shown on Galvan Prime
SD2 (74).png|Missing handle
SD2 (76).png|Missing Omnitrix
SD2 (167).png|Eyes error
SD2 (177).png|Eyes error
SD2 (180).png|Rook has the Proto-Tool
SD2 (195).png|Azmuth is missing
SD2 (201).png|Missing chin hair
SD2 (206).png|Miscolored cheek eyes
SD2 (246).png|White cheeks
SD2 (326).png|Missing feelers
SD2 (368).png|Fingers error
SD2 (375).png|Back stripe
==Trivia==
*The episode's title is listed as Showdown, Part II within the episode itself and on the Ben 10 Omniverse: Heroes Rise DVD, and Showdown Part 2 on the Cartoon Network website.
*This is the seventh and final time Ben reobtains a DNA sample that was removed from the Omnitrix.
*Some of the asteroids that rained down on Galvan Prime were dead Galvanic Mechamorphs.
*Azmuth's plan of breaking the team into three separate missions was inspired by Return of the Jedi.
**The Gwen, Azmuth and Rook mission was cut severely, probably something to do with the dead Galvanic Mechamorphs.
*The flashback scene was an addition after the outline was approved. Cartoon Network wanted changes after seeing the script for Showdown: Part 1.
**Azmuth's pep talk was inspired by a conversation Kevin Rubio had with his high school drama teacher in 1985.
*Charlotte Fullerton, Kevin Rubio, David McDermott, Matt Youngberg, Matt Wayne and Derrick J. Wyatt all contributed to the scene in which Ben talks to his younger self.
**Kevin Rubio believes that Ben was able to talk to his younger self because Malware absorbed a little bit of Ben's genetic code when he destroyed Feedback. Thus, part of him really was missing. However, Kevin Rubio stated that Matt Youngberg's interpretation would supersede his.
*Matt Youngberg and Derrick believe that Ben reabsorbed Feedback's DNA when he was floating inside Malware.
*The episode was supposed to end back at the museum with Y-it showing the kids the petrified Malware, but the scene was cut.
==References==
===Crew Statements===
====Matt Wayne====
====Kevin Rubio====
====Matt Youngberg====
====Derrick J. Wyatt====
===Cartoon Network===
es:Confrontación
it:La resa dei conti (seconda parte)
pl:Ostateczna rozgrywka: część 2
pt-br:Confronto: Parte 2
ro:Cu cărțile pe față partea 2
ru:Ультимат: Часть 2
Category:Episodes
Category:Ben 10: Omniverse Episodes
Category:Two Part Episode
Category:Ben 10: Omniverse Season 2 Episodes
Category:Episodes Aired Out of Production Order
Category:Episodes Written by David McDermott
Category:Episodes Directed by Jae Hong Kim
Category:Episodes with Flashbacks