Ben 10 Planet

A Fistful of Brains

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A Fistful of Brains
General Information
Original broadcast November 23, 2013
Series Ben 10: Omniverse
Season 4
Episode number 38
Production number 39
Overall number 188 (U.S. Airing Order)
189 (Production Order)
Written by Charlotte Fullerton
Directed by Jae Hong Kim
Episode Guide
Previous episode The Ultimate Heist
Next episode For a Few Brains More

A Fistful of Brains is the thirty-eighth episode of Ben 10: Omniverse.


The episode starts as Ben and Rook are chasing Albedo in Undertown. Albedo runs into a building and Ben goes in too, and just as Rook was about to get in, they realized that it was a spaceship and it flew away. In Plumber Headquarters, Rook informed Max that Ben is missing. Meanwhile, Ben is trapped in Khyber's personal hunting preserve and encounters a wild Slamworm and tries to turn into Way Big but fails when the creature hits the tree Ben was on and turned into Cannonbolt. Then the wild Slamworm was nervous after a Crabdozer walks up behind Cannonbolt,afraid. It then hides underground leaving a flower on top of it. Then, the Crabdozer growled, making Cannonbolt afraid to look behind him, hoping if it wasn't his natural predator. Meanwhile, Rook and Max are trying to search for Ben's DNA across the galaxy.

Cannonbolt later encounters Khyber and his newest pet, a Panuncian. Ben turns into Ditto and realized that the Panuncians are the predators of Splixsons. He splits into four and runs away from it, with one going into an iceland, one going into a desert and two going into a cave. The Ditto in the cold area runs into a Panuncian, but manages to escape when he splits into three and the trio swims together to get away from the predator. In the desert, the other Ditto digs underground, playing Whack-a-Ditto with the Panuncian. At the cave, the other Dittos split into three, going into three tunnels. The Panuncian then splits into the same amount to chase them. One of the Ditto clones sees the end of the cave, and the other Dittos follow, with the Panuncians on their tail.

Meanwhile, Rook and Max land themselves on Khoros. Rook and Max find a white hair which matches Ben's DNA, but is instead Albedo's. Then they go back to the spaceship and tries again to search Ben's DNA. Magister Patelliday then shows up on a computer to inform the two that he didn't find Ben's DNA, but Rook and Max already found his DNA and follow it. Back at the desert, the Panuncian realized that the Ditto split into ten, and the Panuncian splits into ten as well. They then chase the ten Dittos, but they manage to escape through the Panuncians. Back on the iceland, the other Dittos manage to escape through a tunnel after merging all Dittos into one. After Ben turned back, he saw Khyber who turns the Panuncians into all of the Nemetrix aliens, leaving him surrounded. Rook and Max finally reach the galaxy where Ben's DNA is located, then Albedo shows up on their computer, informing the two that he sent them some drones to defeat them. 

At the hunting preserve, Ben tries to turn into Way Big again, but gets Astrodactyl and flies into the sky, and learns that it wasn't a sky, it was a spaceship. Astrodactyl breaks it and then goes through it, reaching Albedo's location. Then, Astrodactyl sees Albedo as Brainstorm, of whom he mistook for Dr. Psychobos, then they fight. Astrodactyl reverts back to Ben, and Albedo takes his Galvan form and then turns into Ultimate Albedo and shows Rook and Max that they are in trouble. He then shows a device so that Rook and Max won't able to find Ben and he tries to shoot lasers on Ben, but they instead hit the device. Meanwhile, Rook and Max encounter Albedo's drones, as the spaceship shows up where Ben was on.The drones followed them to the spaceship, but were defeated by Max. Meanwhile, Ben tries to fight Ultimate Albedo as Eye Guy, Upchuck, and Goop but fails. He then turns into Shocksquatch to battle him, but Albedo turns into Ultimate Spidermonkey who easily defeats him. Albedo then turns into Ultimate Humungousaur and Ben turns into Crashhopper and Diamondhead but is defeated. Rook and Grandpa Max arrive, and Ben tries to turn into Way Big again, but for the third time mistransforming, this time into Feedback and defeats Ultimate Humungousaur and reverts Albedo to his Galvan form. Rook and Max capture Albedo, but then Khyber arrives and shows them that they have Azmuth held captive.

Noteworthy Events

Major Events

Character Debut



Aliens Used

By Ben

By Albedo

By Khyber's Panuncian



Ben: (Selecting Omnitrix's alien form) No.. No.. Armodrillo is Slamworm's prey, Way Big will be overkill.. Umm what the heck. Bigger is better!

Quotes Right


Ditto 1: Hah! Good luck!
Ditto 2: Chasing all of us!
Ditto 3: At once!
Khyber: (Jumps off from the Crabdozer) Fascinating creature, the Panuncian, native of the planet Hathor.
Ditto 2: Hey! That's Ditto's home planet!
Khyber: Where it's the natural predator of the Splixson.
Ditto 4: Hey! That's Ditto's species!
Khyber: Is it now? Huh, fancy that.

Quotes Right


Khyber: After its done, I will grant you a merciful end.
Ben: And all this time I thought you didn't like me.
Khyber: Choose wisely, Tennyson. Whichever alien you pick, will be your last!
Ben: Now it would be a really good time for Way Big! (transforms into Astrodactyl, then flies)
Astrodactyl: But at least Astrodactyl can fly! So long, suckers! (hits the ceiling) OH! What the...what? Who ever said "The sky's the limit", never met Astrodactyl!

Quotes Right


Ben: What is it with you anyway, Albedo? You got what you wanted, you're a Galvan again! So go away and live out your little Galvan life somewhere, away from me!
Albedo: And what? I am supposed to just forget the imprisonment? The humiliation? And the...chili fries!?
Ben: Um...yeah! Chili fries are awesome, get over it, dude.

Quotes Right


Shocksquatch: Hey! Let me go!
Negative Ultimate Spidermonkey: Hah, if you insist. (releasing the web, Shocksquatch turns back) Had enough? (Ben detransforms)
Ben: Bad guys always say that.

Quotes Right


Negative Ultimate Humungousaur: Let's finish this once for all!
Ben: That's another one villains use too much!
Negative Ultimate Humungousaur: There is nothing wrong with the classics! (Ben transform into Crashhopper)
Crashhopper: And there is nothing wrong with the newbies, either!

Quotes Right


Ben: Had enough?
Negative Ultimate Humungousaur: Why do the good guys always say that?

Quotes Right


Rook: You are finished! Once and for all!
Feedback: Ha! Ha hah! See? It's funny cause that thing he said before! Um...never mind, you had to be there.
Albedo: I was there, it's still not funny.

Quotes Right


  • In one scene, black stripes on Rook's head are gone.
    • Ultimate Albedo's armor has the wrong color
    • The Ultimatrix symbol is crooked
    • The Ultimatrix symbol is crooked
    • Ditto's Omnitrix symbol
  • In one scene, when the Panuncians' were chasing the Dittos there were 5 Panuncians instead of 4.
  • In one scene where two Ditto clones vanish before the Panuncians and says "Three against one?", there are only two Panuncians.
  • When Shocksquatch attacked Ultimate Albedo, part of his suit has the same color as his skin, instead of red.
  • After Ben detransforms from Shocksquatch, Ultimate Spidermonkey's web was gone.
  • In three scenes, Negative Ultimate Humungousaur's Ultimatrix symbol was not crooked.
  • The credits say that Ultimate Echo Echo and Ball Weevil appeared, but neither one did.
  • When the Panuncians were chasing Ditto's on ice age and the Dittos fell into water, one of Ditto's Omnitrix symbol colored into green.

Naming and Translations

Language Name Origin
Hungarian Egy maréknyi agyért For a Handful of Brains
Portuguese (Br) Um Punhado de Cérebros A Fistful of Brains
Spanish (Spain) Un Puñado de Cerebros A Fistful of Brains


  • The title of this episode is a reference to the cowboy movie A Fistful of Dollars.
  • Ben's note on "surviving until sundown" is a reference to the 1924 short story The Most Dangerous Game. The episode had many similarities to the story, such as Khyber's Panuncian being similar to General Zaroff's hounds.
  • Ditto's line "I knew we shouldn't have taken that left turn at Albuquerque", alludes to Looney Tunes as it is a line frequently said by Bugs Bunny whenever he ends up in a drastically different location to what was intended.
  • Ben's continuous attempts at transforming into Way Big in this episode is similar to the running gag of Ben trying to become Humungousaur during the first arc of Omniverse.



Start a Discussion Discussions about A Fistful of Brains

  • What happend to the other dittos?

    3 messages
    • They were killed by the predator.
    • DarkMonster wrote:They were killed by the predator. Yikes
  • Duel of the Duplicates is over!

    88 messages
    • Xanton wrote:Madlooney6 wrote: 6f5e4d wrote: Duel of the Duplicates is also an online video game on Cartoon Network's website A fun game...
    • Doctor Aloysius James Animo wrote:Batboyexe wrote:being a canadian that doesn't have access to Cartoon Network or Teletoon makes it really hard...

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