Showdown: Part 1 is the ninteenth episode of Ben 10: Omniverse and the two part season final of season 2.

Showdown: Part 1
General Information
Original broadcast February 9, 2013
Series Ben 10: Omniverse
Season 2
Episode number 19
Episode number in production order 19
Overall episode number 169
Written by Marty Isenberg
Directed by Dan Riba
Episode Guide
Previous episode [[Rules of Engagement]]
Next episode [[Showdown: Part 2]]


On Galvan Prime, Derrick J. Wyatt explains to others about the history of their own natural predator: Omnivoracious. He says how an asteroid collision and a sudden climate change has wiped out the entire species. As he was taking out the others to a different room, Dr. Psychobos, also with KhyberKhyber's Dog, and Malware, takes a DNA sample of the fossil of Omnivoracious saying how Galvans are more lucky than smart. Khyber then says their luck is about to run out and uploads the DNA sample into the Nemetrix. Suddenly, two Galvanic Mechamorphs appear in the room but Malware quickly absorbs their energy. Malware then says that the entire Galvan race should've wish they have been gone along with their own predators.

Meanwhile, Ben and Rook are driving through Undertown and Ben is very bored. Ben starts pushing random buttons until Rook tells him to stop. Rook then proposes to pass time with conversation feeling he and Ben don't know enough about each other. Ben agrees telling Rook which he wants to know about him but Rook actually knows most things about Ben. Ben was open to more ideas until Rook wants to know what happened to Feedback. Ben grows silent while Rook wants to know more saying that Feedback was Ben's most used alien back then. A flashback happens with the Rustbucket and a policecar chasing two crooks down a highway. Grandpa Max recommends Ben to use XLR8 but Ben uses Feedback instead. Gwen blasts at Ben saying how is he supposed to catch a turbo-charged car with Feedback. Ben says it doesn't matter how only if he looks good doing it. Ben starts running on the power lines and sends energy toward the crooks. The scene changes to the Rustbucket arriving at a building that is on fire. Ben once again transforms into Feedback which Gwen says that Heatblast absorbs fire and says why he likes Feedback so much. Ben replies saying he's awesome then runs off to put out the fire. The flashback ends and Rook says he would like to see Feedback but Ben stays silent. Ben then notices something which is a truck on fire. He tries to turn into Water Hazard but gets Heatblast instead yelling at the Omnitrix saying how much Heatblast isn't needed. Ben then starts to absorb the fire and the trunk owner is revealed to be Pakmar who tells Heatblast to stop. Pakmar notices the Omnitrix symbol on Heatblast's chest now knowing it's Ben and starts to drive off fast. Ben then says he was only trying to put a fire out and starts to fly after him (with Rook following behind as well). Ben lands on the truck and Pakmar explains to Ben that it is only barbecue. Ben tries to tell Rook but Rook already blasts one the truck's tires and it goes into the lake along with Ben and Pakmar. Ben notices Pakmar is still in the truck and dives back down and saves him. 

Back on Galvan Prime, Azmuth, along with Derrick J. Wyatt, is investigating the Galvanic Mechamorphs. Azmuth confirms that Malware is around and tells the tour guide to alert everyone. As Azmuth is observing the Omnivoracious fossil, the doors suddenly close. Azmuth thinks it's Malware's doing but high above, Dr. Psychobos tells him he's wrong and goes on to say how the Galvans think they're the smartest beings in the universe. Dr. Psychobos then explains how his species, the Cerebrocrustacean, are the most intelligent. Then, Khyber's Dog confronts Azmuth with Dr. Psychobos explaining the Nemetrix on his collar and how it only took him mere weeks to create it with it took Azmuth a few centuries to create the Omnitrix. Dr. Psychobos then says how Azmuth will fare against his natural predator. Khyber then whistles which his dog transforms into Omnivoracious which corners Azmuth. Azmuth then uses a remote to teleport out but reveals to Dr. Psychobos he could teleport someone else in. Back at Undertown, Pakmar is tell Ben (as Humungousaur) to put down his truck before he does anymore damage (Rook was cleaning the truck with a hose). Ben then says how can he do anymore damage and suddenly, he and Rook are transported out of Undertown. Ben actually took most of the truck with him leaving only part of the front leaving Pakmar extremely angry. 

On Galvan Prime, Ben and Rook land on top of Omnivoracious with Dr. Psychobos saying how Azmuth cheated. Khyber then says how this is an opportunity for him to claim Ben as his trophy. Dr. Psychobos yells at Khyber to only focus on Azmuth but Khyber explains that he will "kill two birds with one stone." Khyber then whistles which his dog transforms into Tyrannopede to which Ben battles him still as Humungousaur. Ben manages to dodge his attacks and turns back to normal. Ben then transforms into Ball Weevil attempting to hit Khyber's Dog with a large, explosive goo ball but Khyber's Dog quickly turns into Terroranchula to block the attack. Ben then gets trapped by one of his webs yelling for Rook to help. Rook tries to help Ben but Azmuth stops him saying Ben can handle himself. Azmuth then plans to make something while Ben turns into Big Chill to escape the web. However, Khyber's Dog then transforms into Hypnotick and quickly has been in his trance. Azmuth is finally done with is invention and whistles on it causing Khyber's Dog to turn back into normal. Khyber yells out saying Azmuth cheated and whistles again turning Khyber's Dog back into Hypnotick. Azmuth tells Rook he has a plan and gives the whistle to Rook. While Rook and Khyber exchange whistles back and forth, Azmuth manages to jump on Khyber's Dog's back and tries to reach for the Nemetrix. Dr. Psychobos is upset and uses his electrical powers to control Khyber making him whistle and turning Khyber's Dog back into Omnivoracious preparing to eat Azmuth. Rook then throws the whistle to Azmuth and he blows on it causing Khyber's Dog to transform into a new predator called Vicetopus: the natural predator of Cerebrocrustaceans. Azmuth then blows on the whistle again causing Khyber's Dog to grab Dr. Psychobos. Dr. Psychobos asks Khyber to help him but Khyber says that the "greatest intellect in the universe" could help himself. Rook believes that Dr. Psychobos has teamed up with Khyber but Ben notices Khyber is gone saying Khyber has ditched him. Dr. Psychobos then says that he and Khyber was in league with someone else to which Ben quickly realizes the other is Malware. Azmuth wants to know how Dr. Psychobos and the others broke through Galvin Prime planetary defenses. Rook then remembers Malware broke into his van getting information to Galvin Prime. Ben wants to know where Malware is but Dr. Psychobos doesn't want to say. Azmuth then blows on the whistle causing Khyber's Dog to tighten his grip. Azmuth then lets him go and Ben wants to go out and find Malware. Azmuth then tells Ben he doesn't want a repeat of what happened to Feedback which brings back up Rook's suspicion.

Ben finally decides to tell the story saying how Feedback was his go-to alien. Another flashback happens and shows 11-year old Ben (as Feedback) shooting down car batteries in the junkyard. The Omnitrix times out and Ben decides to head back to the Rustbucket. When Ben enters the Rustbucket, he finds Max, Gwen, and even Azmuth all sitting in a circle. Azmuth explains to Ben that using Feedback over and over again could affect how Ben controls his other aliens. Ben storms out of the Rustbucket and yells at Gwen saying how she's jealous that he has the Omnitrix and he could transform into any alien he wants at any time. Suddenly, Malware shows up and blasts away the Rustbucket saying he is here for Azmuth. Ben has had enough of Malware with Gwen saying that the only time Ben defeated Malware was as Diamondhead. Ben doesn't listen and transforms into Feedback. Ben starts to absorb Malware's energy blast but Malware suddenly starts merging onto Ben's body. He then takes Feedback out of the Omnitrix and destroys him. Ben, greatly upset, punches Malware with his overloaded Omnitrix causing Malware to explode.

The flashback ends and Azmuth says that they all thought Malware was destroyed and says that the Omnitrix will never accept DNA from the Conductiod species again. Ben says it was all his fault and tells Rook that he doesn't want to talk about it again. Suddenly, smoke starts to surround the area but Rook sucks it up. Ben though it was Malware's doing but Rook notices the Nemetrix is gone from Khyber's Dog and realizes it's Khyber's doing. Outside, Dr. Psychobos is been taken into custody along with Khyber's Dog. Ben wants to know what to do next and Azmuth suggests using Khyber's Dog to seek out his master. Dr. Psychobos issues one last threat to Azmuth as Galvan B is suddenly destroyed. Azmuth, Rook, and Ben all look with horror and shock.

Major Events



Aliens Used

By 16 year old Ben

By 11 year old Ben

Nemetrix Predators Used


  • In one scene the Omnitrix is on Humungousaur's shoulder.
  • During the flashback right as Ben enters the Rustbucket, to the left, a log, a campfire, and rocks can be seen. In that shot, the log is furthest to the right. In the next scene right after Malware blasts the Rustbucket, the log is now between the campfire and the rocks.


  • This episode happened before Store 23 chronologically, as 16 year old Ben hasn't unlocked Feedback yet.
  • It is revealed in this episode that Feedback was 11-year-old Ben's favorite and most used alien. It was later removed and destroyed by Malware with an additional error of not allowing the prototype Omnitrix to accept any new Conductoid DNA.

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