Malefactor

Malefactor is the fifth episode of the second season of Ben 10: Omniverse, and the fifteenth episode overall.
==Synopsis==
Khyber and his dog attack Ben and Rook while they're at the "Olde Bellwood Days" festival, but does the hunter have other plans?
==Plot==
The episode starts with Ben and Rook walking to the Olde Bellwood Days festival, where Ben is making an appearance. The duo meets Natalie Alvarez, the organizer for the festival, and she tells them that she was going to organize for Kangaroo Kommando to make an appearance, but the children wanted for Ben to appear at the festival. Ben admits that Kangaroo Kommando's special appearance would have been cool as well. On the way to Ben's appearance, they see a large commemorative wooden bell. Natalie shows Ben what he is doing: being the star of a 'Dunk Ben 10' attraction. Ben is not pleased and thinks it's some kind of mistake due to the fact that he saved the world many times. Natalie explains that the money was for charity and that the kids would get a chance to dunk him. Ben tries to leave the dunk tank only for him to get dunked by Rook into the water below. Ben stares angrily at Rook, only for him to say it's for charity. Children arrive to the dunk tank in order to dunk Ben. Then, a boy who is in front of the dunk tank and asks for Ben to transform into Big Chill, but he reconsiders his request and asks for Ben to transform into Brainstorm. Ben dials and transforms into Brainstorm, and he comments on how the Omnitrix is now allowing for him to transform into the aliens that he selects.
The boy attempts to throw the tennis ball at the target in order to dunk Brainstorm, but he misses the target. Another boy comes to the dunk tank and hits the target, causing Brainstorm to fall into the water below and he transforms back into normal. The second boy orders Ben to transform into Stinkfly, Wildmutt, and Spidermonkey and easily dunks all of them. Lastly, the boy commands Ben to transform into Humungousaur and after Ben transforms into Humungousaur, he manages to dunk him again, but Humungousaur is too big to fit inside of the dunk tank. The boy assumes that Humungousaur isn't actually the real one and that he is just in a costume. Humungousaur states that the boy saw him transform but the boy doesn't believe him and walks away. After Humungousaur transforms back into normal, Ben exhaustedly asks Rook where he was and tells him that he is getting soaked. Rook tells Ben that he went to get more tickets and that it's for a good cause. Ben states that he had already paid for the tickets and that charity still gets the money even if he doesn't get dunked. Rook asks where the fun in that is.
Suddenly, the festival is attacked by Khyber's pet in the form of Buglizard and it climbs onto the bell. Rook attracts Buglizard's attention by throwing a tennis ball at it and Ben states that he thought that they had defeated the creature. He assumes that Khyber is responsible and sends Rook to find him while Ben battles Khyber's pet. Ben manages to direct Buglizard's attention onto him and the predator uses its tail in order to knock down the bell, causing Natalie to faint. The bell rolls around the festival and pursues the boy who had previously dunked Ben repeatedly. Ben is annoyed that he has to save the boy and attempts to transform into Humungousaur, but Ben transforms into Heatblast instead and dodges Buglizard's tail. Heatblast flies away in order to save the boy from being crushed by the bell and uses strength to prevent it from moving. Heatblast is knocked down by Crabdozer and it knocks the bell away. Heatblast shoots fire at Crabdozer, but it has no effect on Crabdozer and it grabs Heatblast with its mouth.
Khyber watches Heatblast in the shadows until Rook tries to attack him from behind, only for Khyber to knock him into a wooden wall and throw him into some nitrogen tanks. Khyber warns Rook that no one can attack him from behind and the two engage in a sword fight. Meanwhile, Julius tries to revive Natalie, only for her to wake up and tell Heatblast to save the bell while Heatblast tries to slow Crabdozer down by holding onto his horn. After Heatblast transforms back to normal, Ben leaps back and transforms into Armodrillo and uses a drilling attack that knocks Crabdozer (along with himself) away along with creating a shock wave. Crabdozer gets back up on its feet and transforms into Slamworm, which surprises Armodrillo. Armodrillo contacts Rook through the Omnitrix, telling him that he has to fight Khyber in order to make him stop whistling commands for the pet. During the battle, Rook informs Armodrillo that Khyber is not whistling and Armodrillo states that he has to be because it keeps transforming from predator to predator. He uses his drilling powers to cause a small earthquake in order to save everyone from the bell and redirects the bell into a different direction. Slamworm grabs Armodrillo, but Armodrillo drills in its mouth and escapes. As Armodrillo dodges Slamworm's attacks, he notices that Khyber's pet has been able to transform into the predators of his aliens by now and decides to try a new tactic through transforming into an alien that it has never encountered before. Armodrillo transforms into Big Chill and flies in order to avoid being attacked. Slamworm transforms into a Psycholeopterran named Hypnotick, a rare and almost extinct predator of the Necrofriggians, and attempts to have Big Chill under its trance. Narrowly resisting Hypnotick's first attempt to mesmerize him through covering his eyes with his wings, Big Chill remembers the first time that he encountered one five years ago. 
A flashback appears and presents 11-year-old Ben accompanying Gwen and Max in the Rustbucket 2 as they are going to Mt. Rushmore for a surprise. Ben and Gwen get into an argument, and she states that it is Ben's fault that the heads on Mt. Rushmore were destroyed and mentions Upchuck being responsible for the destruction of the heads on Mt. Rushmore. Ben responds through saying that he had to defeat the Forever King when the king had absorbed the Sub-Energy. As they arrive, Max types in the passcode into a computer and the group enters into Mt. Rushmore. While inside, Max tells them that it is now a fully functioning Plumber base and they enter and see Plumbers everywhere, at work. Max assures the children that he personally is still retired and gives Ben and Gwen a headset each and presents to them an injured creature called Psycholeopterran, saved by Plumbers from smugglers. Max says that they are almost extinct, and that it has the power to hypnotize its prey. Ben removes his headset and begins to be hypnotized, seeing himself as a famous hero. Suddenly, an alarm goes off and Max tells the kids to stay there. Ben refuses and he and Gwen follow Max to see the Plumbers fighting Malware. Malware absorbs their weapons and attacks them. Unwilling to allow for Malware to destroy the base and everyone in it, Ben transforms into XLR8 and runs at Malware while Gwen saves the Plumbers from danger with her spells. XLR8 saves the Plumbers from a blast and attacks Malware. Malware shoots at XLR8, but XLR8 dodges. Unfortunately, the Omnitrix times out and XLR8 reverts back into Ben just as Malware is about to kill Ben with his blaster. Seeing his grandson in danger, Max attacks Malware with a Tachyon Cannon, which disrupts his structure and blows him to pieces. Max explains that the gun disrupts a target's every cell after keying into their DNA.
However, Malware, due to his mutated DNA, laughs as regenerates and absorbs the Tachyon Cannon, mutating into a monstrous reptilian form. Malware attempts to blast Max, Ben, and Gwen with his new weapon, which Max says that human DNA is similar enough that the weapon would be devastating, but Ben transforms into Feedback and blocks the ray through absorbing the blast. As Feedback fights Malware, Khyber sneaks into the Psycholeopterran's chamber to sample its DNA. After Malware loses the battle, he tells Feedback that he already got what he came for. As Malware flees through destroying the roof above him with his cannon, Feedback reverts back into Ben and Max says that the cannon would be easier to get elsewhere, so Malware wanted something else. Max realizes that he was after the Psycholeopterran and they run to the Psycholeopteran, but Team Tennyson discovers the creature as it is. However, the creature is excited, and Max assumes that Malware or someone that works for him had been there.
Back in the present, Big Chill realizes that Khyber and his allies were obtaining samples for the Nemetrix and tries to escape from Hypnotick as he flies through the city. After Big Chill wonders why Khyber himself isn't there and flies through Billions Tower, but Hypnotic flies through as well and memorizes Big Chill. Big Chill then sees himself as Ben and a famous hero once again, but Big Chill realizes that being a hero isn't about fame and Dream Ben lectures his fans about this. Big Chill snaps out of it and then transforms back into Ben and he lands on a building below, but Hypnotick seems reluctant to land a killing blow, leading Ben to realize that Khyber and his dog are just wasting his time and then realizes that it was a diversion. He calls Rook and tells him this, and Khyber says that Rook should go to his truck. Khyber whistles and Hypnotick flies away from Ben.
Ben jumps off of the building and transforms into Heatblast again and flies to the truck. After he arrives to festival where the truck is located, Heablast transforms back into Ben and discovers Malware absorbing part of a truck, which shocks Ben. Rook arrives and Malware flees. Ben tells Rook to check the Proto-TRUK and chases Malware. Ben transforms into Humungousaur, but Malware sends a gas tanker towards a school bus. While Humungousaur goes to save the bus, Malware escapes. Back at the Proto-TRUK, Rook reveals that the TRUK's memory core was destroyed, along with the auxiliary power systems. He asks Ben about Malware. Ben tells him that Malware is a sociopathic Mechamorph. As Ben is about to elaborate, he is interrupted by one of the boys from the festival, who thanks Ben for saving his life.
After Humungousaur picks up the wooden bell and returns it back into its place, he transforms back into Ben and resumes his charity duties, encouraging spectators to come and dunk Four Arms. Much to his dismay, the only comer is Rook, with an entire bucketful of balls. Ben asks for any other volunteers, but he is still dunked by Rook instead.
==Noteworthy Events==
===Major Events===
*Mt. Rushmore makes its first appearance as an active Plumber base.
*It is revealed how Malware turned into his current form.
*Ben encounters and fights Malware for the first time in five years.
====Character Debuts====
*Natalie Alvarez
*Zorian
*Bel Biv Kaboom
*Smuggled Psycholeopterran
====Omnitrix Alien Debut====
*Brainstorm (Omniverse debut)
====Nemetrix Alien Debut====
*Hypnotick
===Minor Events===
*It's explained how Bellwood was founded, and that it was named after wooden bells.
*This is the first episode in which Zed was able to switch forms without Khyber whistling for her to do so.
*Slamworm's name is revealed.
==Characters==
*Ben Tennyson (11 and 16 years old)
*Rook Blonko
*Natalie Alvarez (first appearance)
*Julius
*Madison (cameo)
*Gwen Tennyson (11 years old)
*Max Tennyson (60/61 years old)
*Plumbers (flashback)
**Jerry
**Molly Gunther
**Zorian (first appearance)
**Bel Biv Kaboom (first appearance)
*Smuggled Psycholeopterran (first appearance; flashback)
*Mr. Baumann (dream; cameo)
*Pakmar (dream; cameo)
===Villains===
*Khyber (flashback and present)
*Zed
*Malware (flashback and present)
==Aliens Used==
===By 16-year-old Ben===
*Brainstorm (first reappearance) 
*Stinkfly (cameo)
*Wildmutt (cameo)
*Spidermonkey (cameo)
*Humungousaur (x3; second and third times were off-screen activations; third time was a cameo)
*Heatblast (x2; first time intended alien was Humungousaur)
*Armodrillo
*Big Chill
===By 11-year-old Ben===
*XLR8
*Feedback
===By Zed===
*Buglizard (off-screen activation)
*Crabdozer
*Slamworm
*Hypnotick (first appearance)
==Spells Used==
*Vortress nebulae
==Naming and Translations==
==Cast==
==Quotes==
==Continuity==
*Ben blowing up Mt. Rushmore as Upchuck while fighting Sir Driscoll in Ben 10 vs. Negative 10: Part 2 is referenced during the flashback.
*The Tachyon Cannon appears after being referenced in Ultimate Aggregor.
==Errors==
*The closed captions on the Ben 10 Omniverse: Heroes Rise DVD misspell "Olde Bellwood Days" as "Olde Belwood Days".
*When Ben and Rook enter the Olde Bellwood Days festival, the sign says "Olde Belwood Days".
*In one shot, the top of Stinkfly's left wing is cut off.
*When Ben and Rook look at Buglizard, the tennis balls are bigger than they should be.
*In the flashback, the Rustbucket 2 has its predecessor's appearance in some shots.
*After Max gives the visor to Young Ben, there is an extra frame of Young Ben's head.
*When Malware absorbs the Plumber rifles, the two circles are black with a red middle on his left arm.
*In the flashback, immediately before Ben selects XLR8:
**The button on the Omnitrix is on the wrong side.
**The dial doesn't open up, only the core.
**The Omnitrix's core angle is off. It is upright when it should be somewhat tilted on its right (otherwise, some of the core would be visible when the dial isn't popped up).
*When the Omnitrix times out and XLR8 reverts back into Ben, 16-year-old Ben's Omnitrix time-out sound is heard.
*In one shot, Big Chill's Omnitrix symbol is not drawn.
*When Big Chill and Hypnotick reach Billions Tower, Nemesis Tower is not next to it.
*Four Arms is listed in the end credits despite not appearing in the episode.
OV HR DVD Bellwood Error.png|Incorrect closed captions on the Ben 10 Omniverse: Heroes Rise DVD
Malefactor (3).png|Misspelled sign
Malefactor (135).png|Ball size error
Malefactor (275).png|Rustbucket instead of Rustbucket 2
Malefactor (294).png|Rustbucket instead of Rustbucket 2
Malefactor (420).png|Circle color error
Malefactor (427).png|Button error
Malefactor (428).png|Dial not moving
Malefactor (572).png|Missing Omnitrix symbol
Malefactor (575).png|Missing Nemesis Tower
Malefactor Voice Credits (1).png|Four Arms in the credits
==Allusions==
*The logo for the Dunk Ben 10 game at the Olde Bellwood Fair is stylized like the Original Series logo.
*One of the stalls is called 'Lucky 7 Seven'. The logo alludes to the popular international grocery store chain 7-Eleven, whilst also referencing the character SevenSeven.
==Trivia==
*Zed does not appear in her regular form in this episode.
==Notes==
==References==
===Matt Wayne===
===Cartoon Network===
Category:Episodes
es:Factor Malware
it:La fiera di Bellwood
pl:Znowu Malware
pt-br:Malfeitor
ro:Factorul răului
Category:Ben 10: Omniverse Episodes
Category:Ben 10: Omniverse Season 2 Episodes
Category:Episodes Written by David McDermott
Category:Episodes with Flashbacks