Malefactor is the fifteenth episode of Ben 10: Omniverse.
The episode starts with Ben and Rook walking to the Olde Bellwood Days festival, where Ben is making an appearance. The duo then encounters and meets Natalie Alvarez, the organizer for the festival, and she tells them that she was going organize for Kangaroo Kamando to make an appearance, but the children wanted for Ben to appear at the festival. Although, Ben admits that Kangaroo Kamando's special appearance would have been cool as well. On the way to Ben's appearance, they see a large commemorative wooden bell. Alvarez shows Ben what he is doing: being the star of a 'Dunk Ben 10' attraction. Ben is not pleased and thinks its some kind of mistake due to the fact that he saved the world many times. But Natalie explains that the money was for charity and that the kids would get a chance to dunk him. Ben tries to leave the dunk tank only for him to get dunked by Rook into the water below. Ben then stares angrily at Rook, only for him to say its for charity. Children arrive to the dunk tank in order to dunk Ben. Then, a boy who is in front of the dunk tank and asks for Ben to transform into Big Chill, but he then reconsiders his request and asks for Ben to transform into Brainstorm. Ben dials and transforms into Brainstorm and he comments on how the Omnitrix is now allowing for him to transform into the aliens that he selects.
The boy attempted to throw the tennis ball at the target in order to dunk Brainstorm, but he missed the target. Then, another boy came to the dunk tank and hits the target, causing Brainstorm to fall into the water below and he transforms back into normal. The second boy then orders Ben to transform into Stinkfly, then Wildmutt, and then Spidermonkey and easily dunks all of them. Lastly, The boy commands Ben to transform into Humungousaur and after Ben transforms into Humungousaur, he manages to dunk him again, but Humungosaur was to big to fit inside of the dunk tank. The boy assumes that Humungosaur isn't actually the real one and that he was just in a costume. Humongosaur states that the boy saw him transform but the boy doesn't believe him and walks away. After Humungosaur transforms back into normal, Ben exhaustedly asks Rook where he was and tells him that he is getting soaked. Rook tells Ben that he went to get more tickets and that its for a good cause. Ben states that he had already paid for the tickets and that charity still gets the money even if he doesn't get dunked. Rook then asks where is the fun in that.
Suddenly, the festival is attacked by Khyber's Pet in the form of Buglizard and it climbs onto the Wooden Bell.Rook attracts Buglizard's attention by throwing a tennis ball at it and Ben states that he thought that they had defeated the creature. He assumes that Khyber is responsible and sends Rook to find him while Ben battles Khyber's Dog. Ben manages to direct Buglizard's attention onto him and the predator uses its tail in order to knock down the Wooden Bell, causing Natalie Alverez to faint. The Wooden Bell rolls around the the festival and pursues the boy who had previously dunked Ben repeatedly. Ben is upset that he has to save the boy and attempts to transform into Humungousaur, But Ben transforms into Heatblast instead and dodges Buglizard's tail. Heatblast then flies away in order to save the boy from being crushed by the Wooden Bell and uses strength to prevent it from moving. Heatblast is then knocked down by Crabdozer and it knocks the Wooden Bell away. Heatblast shoots fire at Crabdozer, but it has no effect on Crabdozer and it grabs Heatblast with it's mouth.
Meanwhile, Khyber is watching Heatblast in the shadows until Rook tries to attack him from behind only for Khyber to knock him into a wooden wall and throw him into some Nitrogen tanks. Khyber warns Rook that no one can attack him from behind and The two engage in a sword fight.
Meanwhile back at the battle, Julius tries to revive Natalie Alverez only for her to wake up and tell Heatblast to save the Bell while Heatblast tries to slow Crabdozer down by holding onto his horn. After Heatblast transforms back to normal, Ben leaps back and transforms into Armodrillo and then uses a drilling attack that knocks Crabdozer (along with himself) away along with creating a shock wave. But, Crabdozer gets back up on his feet and transforms into Slamworm, which surprises Armorillo. Armodrillo contacts Rook through the Omnitrix, telling him that he has to fight Khyber in order to make him stop whistling commands for the dog. During the battle, Rook notices and informs Armodrillo that Khyber is not whistling and Armodrillo states that he has to be because it keeps transforming from predator to predator and uses his drilling powers to cause a small earthquake in order to save everyone from the bell and redirects the bell into a different direction. Slamworm grabs Armodrillo, but Armodrillo drills in its mouth and escapes. As Armodrillo dodges Slamworm's attacks, he notices that Khyber's Pet has been able to transform into the predators of his aliens by now and decides to try a new tactic through transforming into an alien that it has never encountered before. Armodrillo then quickly transforms into Big Chill through slamming the Omnitrix. As Big Chill flies in order to avoid being attacked, Slamworm quickly transforms into a Psycholeopterran named Hypnotick, a rare and almost extinct predator of the Necrofriggians, and attempts to have Big Chill under her trance. Narrowly resisting Hypnotick's first attempt to mesmerize him through covering his eyes with his wings, Big Chill then remembers the first time that he encountered one five years ago.
A flashback appears and presents 11 year old Ben accompanying Gwen and Grandpa Max in the Rust Bucket as they are going to Mt. Rushmore for a surprise. Ben and Gwen get into an arguement and she states that it is Ben fault that the heads on Mt. Rushmore were destroyed and mentions Upchuck being responsible for the destruction of the heads on Mt. Rushmore and Ben responds through saying that he had to defeat the Forever King when the king had absorbed the Sub Energy. As they arrive, Max types in the passcode into a computer and the group enters into Mt. Rushmore. While inside, Max tells them that it is now a fully functioning Plumber base and they enter and see Plumbers everywhere, at work. Max assures the children that he personally is still retired and gives Ben and Gwen a headset each and presents to them an injured creature called Psycholeopterran, saved by Plumbers from smugglers. Max says that they are almost extinct, and that it has the power to hypnotize its prey. Ben removes his headset and begins to be hypnotized, seeing himself as a famous hero. Suddenly, an alarm goes off and Max tells the kids to stay there. Ben refuses and he and Gwen follow Max to see the Plumbers fighting Malware. Malware absorbs their weapons and attacks them. Unwilling to allow for Malware to destroy the base and everyone in it, Ben tranforms into XLR8 and runs at Malware while Gwen saves the Plumbers from danger with her magical spells. XLR8 saves the Plumbers from a blast and attacks Malware. Malware shoots at XLR8, but XLR8 dodges. Unfortunately, the Omnitrix times out and XLR8 reverts back into Ben just as Malware is about to kill Ben with his blaster. Seeing his grandson in danger, Max attacks Malware with a Tachyon Cannon, which disrupts his structure and blows him to pieces. Max explains that the gun disrupts a target's every cell after keying into their DNA.
However, Malware laughs, regenerates and absorbs the Tachyon Cannon, mutating into a monstrous reptilian form. Malware attempts to blast Max, Ben, and Gwen with his new weapon, which Max says that human DNA is similar enough that the weapon would be devastating, but Ben transforms into Feedback and blocks the ray through absorbing the blast. As Feedback fights Malware, Khyber sneaks into the Psycholeopterran's chamber to sample its DNA. After Malware loses the battle, he tells Feedback that he already got what he came for. As Malware flees through destroying the roof above him with his cannon, Feedback reverts back into Ben and Max says that the cannon would be easier to get elsewhere, so Malware wanted something else. Max realizes that he was after the Psycholeopterran and they run to the Psycholeopteran, but Team Tennyson discovers the creature as it is. However, the creature is excited and Max assumes that Malware or someone that works for him had been there.
Back in the present, Big Chill realizes that Khyber and his allies were obtaining samples it for the Nemetrix and tries to escape from Hypnotick as he flies through the city. After Big Chill wonders why Khyber himself isn't there and flies through Billions Tower, but Hypnotic flies through as well and memorizes Big Chill. Big Chill then sees himself as Ben and a famous hero once again, but Big Chill realizes that being a hero isn't about fame and Dream Ben lectures his fans about this. Big Chill snaps out of it and then transforms back into Ben and he lands on a building below, but Hypnotick seems reluctant to land a killing blow, leading Ben to realize that Khyber and his dog are just wasting his time and then realizes that it was a diversion. He calls Rook and tells him this, and Khyber says that Rook should go to his truck. Khyber whistles and Hypnotick flies away from Ben.
Ben jumps off of the building and transforms into Heatblast again and flies to the truck. After he arrives to festival where the truck is located, Heablast transforms back into Ben and discovers Malware absorbing part of a truck, which shocks Ben to see that Malware is present. Rook arrives and Malware flees. Ben tells Rook to check the TRUK and chases Malware. Ben transforms into Humungousaur, but Malware sends a gas tanker towards a school bus - while Humungousaur goes to save the bus, Malware escapes. Back at the Proto-TRUK, Rook reveals that the TRUK's memory core was destroyed, along with the auxiliary power systems. He asks Ben about Malware, Ben tells Rook that Malware is a sociopathic Mechamorph. As Ben is about to elaborate, he is interrupted by one of the boys from the festival, who thanks Ben for saving his life.
After Humungousaur picks up the wooden bell and returns it back into its place, he transforms back into Ben and resumes his charity duties, encouraging spectators to come and dunk Four Arms. Much to his dismay, the only comer is Rook, with an entire bucketful of balls. Ben asks for any other volunteers, but he is still dunked by Rook instead.
- Mt. Rushmore makes its first appearance as an active Plumber base.
- It is revealed how Malware got into his current form.
- Ben encounters and fights Malware for the first time in 5 years.
Omnitrix Alien Debuts
- Brainstorm (Omniverse debut)
Nemetrix Alien Debuts
- Hypnotick (first appearance)
- This is the first episode in which Zed was able to switch forms without Khyber whistling for her to do so.
- Ben Tennyson
- Rook Blonko
- Natalie Alvarez (first appearance)
- Madison (cameo)
- Mr. Baumann (dream; cameo)
- Pakmar (dream; cameo)
- Julius (cameo)
- Ben Tennyson (11 years old)
- Gwen Tennyson (11 years old)
- Max Tennyson (61 years old)
- Smuggled Psycholeopterran (first appearance)
By 16 year old Ben
- Brainstorm (first re-appearance)
- Stinkfly (cameo)
- Wildmutt (cameo)
- Spidermonkey (cameo)
- Humungousaur (x3; third time was cameo)
- Heatblast (x2; first time intended alien was Humungousaur)
- Big Chill
By 11 year old Ben
Naming and Translations
|Polish||Znowu Malware||Malware Again|
|Spanish (HA)||Factor Malware||Malware Factor|
- One of the Plumbers had a visor like Cyclops from X-Men.
- The Tachyon Cannon appears after being referenced in Ultimate Aggregor.
- Heatblast shouts his name in this episode, like in Ultimate Alien and Humungousaur and Big Chill in Of Predators and Prey: Part 2.
- The logo for the Dunk Ben 10 game at the Olde Bellwood Fair is stylized like the original series logo.
- It's explained how Bellwood was founded, and that it was named after wooden bells.
- In the flashback, Malware's cannon is on his left hand, while in the present, it's on his right.
- This is because Malware is able to switch which hand he's using the gun for.