Of Predators and Prey: Part 2 is the tenth episode of Ben 10: Omniverse and the final episode of the first season.

Of Predators and Prey: Par 2
234px-Predators and Prey part 2 (30)-1-
General Information
Original broadcast November 17, 2012
Series Ben 10: Omniverse
Season 1
Episode number 10
Episode number in production order 10
Overall episode number 160
Written by Marty Isenberg
Directed by Dan Riba
Episode Guide
Previous episode [[Of Predators and Prey: Part 1]]
Next episode [[Many Happy Returns]]


The episode starts with Ben held captive in Khyber's ship with Khyber and his dog. Ben starts telling Khyber that he would be unsuccessful since so many other villains have failed. Khyber thought that Ben was trying to gain time for Rook to find them, but he doubted it since he saw Ben's Plumber Badge being destroyed and that was the only way Rook would track them here. Then Ben starts offending Khyber of sending his pet to do all the work. Khyber says that he is not a "mutt" and that the Nemetrix was created by Malware. He then tells how Malware had created the Nemetrix with the aid of Dr. Psychobos. It was missing Predator D.N.A. so they sought Khyber to catch all of the D.N.A. needed. Then they searched for a test subject and chose Phil. Phil later appeared as a Terroranchula when Ben was on a fishing trip when he was 11. Gwen was trying to control her new powers when Ben transforms into Stinkfly and knocks Gwen off her mana. Then Phil (as Terroranchula) attacks them. Stinkfly says he doesn't need any back up until he realises he can't defeat Terroranchula. 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. Feedback then wrestles with him until the Omnitrix times out. When it times out it turns Terroranchula back into Phil. Phil eventually flashes and disappears.Back in Khyber's Ship, Ben finds out it was just Khyber doing a test run. Since Humans were unable of withstanding the Nemetrix it was given to Khyber's Dog instead. Ben then uses Khyber's sword to free him of his bonds. Ben then transforms into Rath who battles Khyber's dog and then battled Khyber, but Khyber defeats Rath with a feston neural grip. He then grabs Ben and prepares to cut off his Omnitrix. As he's about to do so Rook electrocutes him in the back. Khyber is shocked to realise 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 van was a decoy. Khyber then calls his dog who transforms into Crabdozer who attacks Ben. Rook rushes to help but is taken down by Khyber. Ben then decides that he shouldn't turn into Heatblast but since he thinks the Omnitrix never gives him the alien he asks for, he smashes down on Heatblast,but accidentally, he does turn into Heatblast! Crabdozer then swallows Heatblast and spits him out as Ben.Then, Ben realised he got what he chose, so he goes for Humungousaur, but instead turned into Armodrillo. Khyber attacks Armodrillo who overpowers Khyber and punches him before defeating Crabdozer. Khyber then calls his dog who turns into Slamworm and battles Armodrillo. Rook then went after Khyber. Ben transforms into Stinkfly who avoids Slamworm. Slamworm switches into Buglizard who grabs Stinkfly with his tail. Rook finds Khyber and battles him. Ben turns into Crashhopper who gets free of Buglizard and starts kicking him. Rook shoots Khyber who deflects one of his blasts and knocks Rook out. He then whistles to his dog again, turning him into Mucilator which traps Crashhopper. Ben finally transforms into Humungousaur, who battles Mucilator and gains the upper hand. Khyber eventually blasts Rook with some solid fumes trapping him to the floor. Rook realises, Khyber is the whistle. Khyber whistles again and Mucilator turned into Tyrannopede who overpowers Humungousaur and traps him in a web cocoon.Ben then tries to transform into Way Big but instead, turns into Grey Matter. Khyber then tries to whistle again but Rook blasts some goo at him. Khyber then wrestled with him. Grey Matter then defeated Tyrannopede by using a feston neural grip. Ben then went flying when the ship started shaking so Ben transformed into Big Chill. In the fight Khyber was about to deliver the final blow when Big Chill froze him and saved Rook. The ship then crashed after Rook and Big Chill escaped. Khyber and his dog, having survived the crash, were injured. Khyber curses Ben when Malware and Dr. Psychobos appeared. Malware said Khyber should to captures Ben again. When Ben turned back, he and Rook fell but were caught by Grandpa Max's Plumber Ship. Ben said not one word and Rook said "What about two. Told you!"

Major Events


  • Phil (Omniverse debut)

Omnitrix Alien Debut

Nemetrix Alien Debut


Flashback Characters


Flashback Villains

Aliens Used

By 11 Year Old Ben

By 16 years old Ben

By Khyber's Pet

By Phil (Flashback)


  • In one scene when Rook is handcuffing Khyber, the Plumber symbol on his back was all black.
  • In the scene where Crashhopper was fighting Buglizard, Buglizard's face is entirely black. When it cuts back to him, the white parts on his face are back.
  • When Ben slammed the Omnitrix and got Rath, the Omnitrix face was at the right side while Omnitrix core was at the top.
  • When Ben was about to turn into Rath, the Omnitrix faceplate fell directly off the Omnitrix as if it was detached.
  • When Rook came to "save" Ben by electrocuting Khyber, the Plumber symbol on his Proto Tool was all green.
  • When Ben changed back to human from Stinkfly his Omnitrix symbol was grey like the Prototype instead of white.
  • When Ben was fighting Khyber's Dog just before he asked the Omnitrix to surprise him, the corners of the faceplate where white instead of black.