The More Things Change: Part 2 is the second episode of [[Ben 10: Omniverse|Ben 10: Omniverse

The More Things Change: Part 2
General Information
Episode Guide

]] =='Plot Following where the previous episode left off Ben Tennyson and Rook Blonko are chasing Fistina, Bubble Helmet, and Liam through the newly discovered Undertown. The duo eventually corner Liam in a subway tunnel and demand answers. Unfortunately a Tour guide's tour tram rams into Rook and Ben and though they survive thanks to NRG's bulky armored body Liam gets away.The car takes the two to Undertown's market place and seeing as how Liam has already gotten away Ben decides to look into getting something to eat. While Ben looks for food Rook questions some locals about the trio they were chasing. When Ben finally settles on some tentacle on a stick when the market place comes under attack by the Shape shifter he encountered earlier taking on the form of Buglizard. Ben attempts to turn into Humungousaur to fight the creature but instead gets Water Hazard. Rook is able to use his Proto-Tool to muzzle the creature. Khyber soon realizes that the fight is two against one and recalls his pet until the time when he can attack Ben alone. Rook explains that his investigation revealed a bar where Bubble Helmet frequently visits and should be there now. The bar in question as it turns out is for patrons who require a toxic atmosphere to breath. Ben uses Terraspin to vent the toxic atmosphere and threatens to suffocate Bubble Helmet if he doesn't tell them who he's working for and where he is. Bubble Helmet seems to agree to the terms so Rook reattaches his helmet. Before Ben can stop him Bubble Helmet gets away and Ben and Rook give chase.The two chase Bubble Helmet to his gang's hideout, where they discover that the gang is led by Psyphon. Though Ben doesn't take Psyphon seriously he states that will soon change, Psyphon announces his intentions to extend the protection racket he's been running to the human bussinesses 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.The duo proceeds to fight the gang, Ben utilizing Armodrillo. Psyphon uses a small wrist mounted laser to over stimulate Armodrillo's nervous system which causes his powers to go berzerk and forces Ben to turn back to normal. The fight soon spills out into the market place again. At this point Khyber sends in his pet as Buglizard again to separate Ben from Rook and Psyphon and they (Buglizard and Ben) take the fight to an abandoned part of Undertown. Ben proceeds to fight Buglizard as Shocksquatch in the Subway tunnels, First he holds him in position in front of the tour tram which causes it smash into Buglizard followed by luring it into a pipe and electrocuting him into submission, though on Khyber's orders he retreats. Rook meanwhile is fighting Psyphon whom has developed a lustful craving for Rook's Proto-Tech Armor.Rook however is still able to sneak up on Psyphon and knock him out. Grandpa Max and Magister Patelliday come in with a team of Plumbers whom take Psyphon and his gang into custody. 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. Ben however has grown rather fond of Rook, whom as it turns out has bought some Chili Fries for Ben.Meanwhile on Khyber's ship Khyber's pet has returned and turns back to normal. Khyber tells him to be patient, since Ben will be their greatest trophy of all.

Major Events

Series Debuts

Omnitrix Alien Debuts

Nemetrix Alien Debut



Aliens Used

By 16 year old Ben

  • NRG (First Reappearance)

By Khyber's Pet


  • The colors of the Omnitrix symbol are interchanged in four scenes:
    • In the scene whereWater Hazard is talking to Rook .
    • In the scene where Armodrillo is knocking down a wall.
    • In the scene where NRGLiam and Rook are shown looking at the train.
    • In the scene where Terraspin and Rook are looking at monsters.


  • Ben's liking for chili fries returns.
  • Terraspin is shown to be able to survive toxic gas.

Watch Episode

Ben 10 Omniverse S01E02 The More Things Change Part 2 (HD)

Ben 10 Omniverse S01E02 The More Things Change Part 2 (HD)

See Also