Ben 10 Planet

Creation of the Nemetrix Arc

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Malware Reborn

The Omnitrix was malfunctioning, and Ben was turning into a different alien every week. Grandpa Max took him and Gwen to Galvan Prime to ask Azmuth for help. Azmuth and Albedo were working on a helix to cure a corrupted Galvanic Mechamorph, Malware. Azmuth eventually fixed the Omnitrix. Max told Ben and Gwen to wait outside Azmuth's lab. Suddenly, Malware came to Galvan Prime and attacked the city. Ben used Four Arms and Feedback to stop him, but he made it to Azmuth. The helix was not yet complete, so Malware captured Albedo to finish it. Heatblast, Max, and Azmuth tried to stop him, but Albedo finished the helix on Galvan B. Malware's life code was rewritten, and he thought he was superior compared to other Galvanic Mechamorphs. Ben used Cannonbolt and Diamondhead to stop Malware, which he did by trapping him in diamond.

Return of Malware


Malware presents Dr. Psychobos with an Omnitrix blueprint

Malware managed to escape custody. He attacked Four Arms in the forest. He gained a corrupted blueprint of the Omnitrix. Ben then used Feedback to defeat him. Malware then went to Dr. Psychobos, who created the Nemetrix using the blueprint of the original Omnitrix that Malware brought.

Predator DNA

Malware and Dr. Psychobos contacted the galaxy's greatest huntsman: Khyber. Khyber went to various planets to collect the DNA of the predatory species of the Omnitrix's aliens. He hunted down many ferocious species, such as a Crabdozer, a Buglizard, and more. Khyber uploaded their DNA into the Nemetrix. But they still needed someone to test it.

The Test

They used Phil Billings as their test subject. He, as Terroranchula, attacked Ben, Gwen, and Max. Ben used Feedback, but eventually Phil was driven insane by Terroranchula's feral nature. With the test clearly being a failure, Malware, Khyber, and Psychobos needed a test subject who could handle feral nature. So they chose Khyber's Dog to be the new wielder of the Nemetrix.

Khyber Attacks

While he has been targeting Ben since many episodes Khyber finally comes and fights Ben when he and Rook break up their partnership and when Ben's plumber's badge is destroyed in Of Predators and Prey: Part 1. After a long fight Ben is defeated by Khyber and he is taken aboard Khyber's ship. Khyber reveals to Ben that Malware is involved in the creation of the Nemetrix. Rook then comes to rescue Ben revealing that their fight was a ruse so as to lure Khyber out and Ben's plumber badge wasn't destroyed. After a long gruesome fight Rook manages to prevent Khyber from signalling to Zed and Grey Matter defeats Tyrannopede. Khyber's ship crashes down and Ben and Rook are rescued by Grandpa Max. Khyber and Zed having survived the crash are confronted by Dr. Psychobobs and Malware.

Perfection of the Nemetrix

In Outbreak, recently after Khyber was trashed by Ben in Of Predators and Prey: Part 2, the Nemetrix starts malfunctioning. Dr. Psychobobs invades the Plumber Headquarters and steals an Omnitrix component. The Nemetrix is fixed using the component and it has now achieved perfection.

The Distraction

In Malefactor, Khyber and Zed invade a fair being held in Bellwood with the help of the modified Nemetrix. While Ben as Big Chill is battling Hypnotick, he goes into a flashback in which he remembers that when he went to the plumber base in Mt. Rushmore, he saw a Smuggled Psycholeopterran and then Malware attacked. While he was seemingly killed by the Tachyon Cannon, it just results in him getting a more powerful form. Eventually he is defeated. Back in the present Ben realizes that Malware was just serving as a distraction so that Khyber could collect the Smuggled Psycholeopterran's DNA. With this realization, he figures out that Khyber's attack is a distraction and he goes back to the Proto-TRUK to find Malware stealing data from it. Eventually Malware escapes and The Faction prepare for their final plan.


With the stolen data from the Proto-TRUK, The Faction infiltrates Galvan Mark II and collect Omnivoracious's DNA, which are predators of the Galvans. They plan to capture Azmuth but Azmuth calls upon Ben and Rook for help and together they defeat Dr. Psychobobs. He and Zed are arrested whereas Khyber gets away with the Nemetrix. Suddenly Galvan B destructs as Malware takes on a more horrific form. Kevin, Gwen, Max, Driba and Blukic come to help. Even Way Big is overwhelmed by Malware and Ben is swallowed. Another Flashback takes place and this shows how Feedback was Ben's favorite alien until it was destroyed by Malware causing Ben to get depressed. Past Ben forgives his future self and future Ben manages to re-unlock Feedback which manages to kill Malware. In the Aftermath Zed is adopted by Kevin and Galavan B is reconstructed by its inhabitants.

Khyber causes Trouble

Khyber teams up with Albedo with his new pet, a Panuncian. The Nemetrix is modified by Albedo which allows the Predators to turn into their Ultimate forms. Albedo had escaped from prison thanks to Khyber and he had Ben trapped instead. Albedo had pretended to be Ben so that he could get the Polymorhic Crystal from Inspector 13 and he used it to recreate the Ultimatrix . However he was defeated thanks to Ben, Rook, Argit and his employees. Khyber rescues Albedo and together they ambush Ben and he is trapped in Khyber's personal hunting preserve. However Ben manages to escape from there. It is also revealed that there are a total of 10 predators in the Nemetrix. It is revealed that Azmuth has been kidnapped by Albedo and Khyber so that Albedo could obtain his brain. The chase leads down to Bellwood and Kevin, Gwen and Zed come to help in the Rustbucket III. Together they confront Khyber and his ultimate Panuncian. The Nemetrix is taken out of the Panuncian's neck and Khyber is manipulated by Pesky Dust into revealing Albedo's location. Albedo is defeated by Ben as Atomix and Azmuth is given his brain back. The Nemetrix, Panuncian and Albedo (who has been converted into 11 year old Ben) are taken into Plumber's custody however Khyber is still loose.

Khyber's New Recruitment

Khyber breaks into Plumber's Headquarters and he steals the Nemetrix. Since he no longer has his Panuncian, he recruits Skurd the Slimebiote so that he could turn into different predators without losing his sanity. Together they attack Ben. Fortunately, Driba and Blukic teleport him away. Ben and Rook are then teleported to Khyber's Ship where Skurd abandons Khyber and joins Ben as the Omnitrix has more DNA samples. However this causes Khyber to transform into Tyrannopede and without Skurd, he loses his sanity. With the help of Skurd Ben defeats Khyber and transforms him back. Afterwards Khyber is arrested with the Nemetrix back in Plumbers custody. The Faction is now officially disbanded.

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