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. He tries to transform into Way Big but fails when the creature hits the tree Ben is on and Ben transforms into Cannonbolt instead. 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 growls, 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. After Cannonball transforms back into Ben, Khyber proposes for Ben to participate in a hunting challenge and Ben transforms into Ditto and creates clones of himself and he learns from Khyber that Panuncians are the natural predators of Splixsons and originated from a planet called Hathor. Khyber then presses the Nemetrix and splits into four and the Dittos 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 Ditto transformed back into normal, he sees Khyber, who whistles to the Panuncians, causing them to transform into all of the Nemetrix aliens, leaving Ben 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 some drones to defeat them.
At the hunting preserve, Ben tries to transform into Way Big again, but transforms into Astrodactyl instead and flies into the sky, and learns that it wasn't a sky, but a ceiling. Astrodactyl breaks it and then goes through it, reaching Albedo's location. Then, Astrodactyl sees Albedo as Brainstorm, whom he mistook for Dr. Psychobos, and they fight. As Astrodactyl transforms back into Ben, and Negative Brainstorm transforms into his back into Albedo's Galvan form. Ben tells Albedo to leave him alone now that Albedo has what he wanted, which is the power to return to his true Galvan form, Albedo informed him that he wants to have revenge on Ben for his humiliation and imprisonment. Ben tells him to let it go, but Albedo becomes angry and then transforms 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 transforms into Eye Guy, Upchuck, and Goop in order to defeat Ultimate Albedo, but he fails. Ben then transforms into Shocksquatch to battle him, but Ultimate Albedo transforms into Ultimate Spidermonkey who easily defeats him through climbing on a long platform, catching Shocksquatch and tying him up in his web, and allowing for Shocksquatch to fall down to the ground and Shocksquatch transforms back into Ben. Negative Ultimate Spidermonkey then leaps off of the platform and transforms into Ultimate Humungousaur and Ben transforms into Crashhopper and Diamondhead in order fight him, but is defeated and transforms back into normal. Rook and Grandpa Max arrive, and Ben tries to transform into Way Big again, but for the third time mistransforming, he transforms into Feedback instead and defeats Negative Ultimate Humungousaur through absorbing his energy and Negative Ultimate Humungousaur transforms back into Albedo's Galvan form. After Feedback transforms back into normal, Rook and Max capture Albedo, but Albedo declares that Ben and his team haven't really won. but then Khyber arrives with three Panuncians and shows them that they have Azmuth held captive.
- Ben Tennyson
- Rook Blonko
- Max Tennyson
- Azmuth (cameo)
- Tentacle Vendor
- Purple-Worst (first appearance; cameo)
- Slim-Worst (first appearance; cameo)
- Cannonbolt (intended alien was Way Big)
- Astrodactyl (intended alien was Way Big)
- Eye Guy
- Perk Upchuck (cameo)
- Goop (cameo)
- Feedback (intended alien was Way Big)
- Albedo's true form (x2; second time goes ultimate)
- Ultimate Spidermonkey
- Ultimate Humungousaur
- Ultimate Albedo
By Khyber's Panuncian
Naming and Translations
|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.
- This episode aired in Spain on November 21, 2013.
- All Nemetrix aliens appeared in this episode with the debut of Khyber's Panuncian.
- This episode has a light color palette compared with usual episodes.
- It is revealed that:
- Ditto's species and home world are revealed in this episode.