Of Predators and Prey: Part 2 is the tenth episode of Ben 10: Omniverse.
The episode starts with Ben being held captive and hanging from the ceiling in Khyber's ship with Khyber and his dog. Khyber says that he is the ultimate predator, and that Ben is the ultimate prey before slicing off a piece of Ben's hoodie. Khyber then plans to cut off Ben's Omnitrix arm.
Ben starts telling Khyber that he won't succed, since so many other villains have failed. Khyber thinks that Ben is trying to buy time for Rook to find them, but he doubts it since he saw Ben's Plumber's badge being destroyed and that was the only way Rook would track them here. Then Ben starts offending Khyber's method of sending his dog to do all the work and calls Khyber's pet a "mutt". Khyber says that he is not a "mutt" and that the Nemetrix was created by Malware. He then tells how Malware had created the Nemetrix with the aid of Dr. Psychobos. It was missing predator DNA so they hired Khyber to obtain the DNA, five years ago. Then they searched for a test subject in the Null Void and found and kidnapped Phil Billings in order to use him as a test subject for the Nemetrix. On that same day, Max, Ben, and Gwen were fishing. Gwen was practicing with her powers, so Ben transforms into Stinkfly and knocks Gwen off her mana and distracts her. Then Phil, who was watching from the bushes, transforms into Terroranchula attacks them. Stinkfly projects slime at Terroranchula and Gwen throws mana at him, but he breaks free of both and covers himself in an energy web. When Stinkfly stings Terroranchula with his tail, he is electrocuted and sent flying back as the Omnitrix times out, causing Stinkfly to revert back into Ben. Gwen manages to use her mana in order to prevent Ben from receiving an injury through falling onto the ground hard. Ben then transforms into Feedback who absorbs Terroranchula's energy webs. Grandpa Max then drives the Rust Bucket into Terroranchula, who just pushes it over. Suddenly, Terroranchula begins to foam from the month and loses its mind and Feedback then grabs and wrestles with him until the Omnitrix times out, Terroranchula transformed back into Phil just as Feedback reverted back into Ben. After Ben, Gwen, and Max surprised to learn about the fact that Phill was Terroranchula, Max had stated that Phill needs help, But Phil then disappears before their very eyes.
Back in Khyber's ship, Ben finds out it was just a test run for the Nemetrix. Since sentient beings were unable to withstand the savage mindset of the Nemetrix it was given to Khyber's Dog instead. Ben then uses Khyber's sword to free him of his bonds. Ben then attempts to transform into Humungousaur, but he transforms into Rath instead who battles Khyber's dog and then battled Khyber, but Khyber defeats Rath with a hephaestan neuro grip. After Rath transforms back into normal, Khyber then grabs Ben and prepares to cut off his Omnitrix. As he's about to do so Rook shocks him in the back. Khyber is shocked to realize that Rook found his ship. It turned out that Ben had his Plumber Badge with him the whole time and the one broken by the Proto-TRUK was a decoy. Khyber then calls his dog who transforms into Crabdozer who attacks Ben. Rook rushes to help but is taken down by Khyber. Ben then decides that he shouldn't transform into Heatblast but since he thinks the Omnitrix never gives him the alien he asks for, he selects Heatblast, but he does transform into Heatblast. Crabdozer then eats Heatblast and (after Heatblast transforms back into normal while inside of the predator's mouth) spits him out as Ben.
Then, Ben realized he got what he chose, so he attempts to transform into Humungousaur, but he transforms into Armodrillo instead. Khyber attacks Armodrillo who overpowers Khyber and punches him before defeating Crabdozer. Khyber then calls his dog who transforms into Slamworm and battles Armodrillo. Rook then goes after Khyber. Armodrillo transforms back into Ben and he transforms into Stinkfly who avoids Slamworm. Slamworm transforms into Buglizard who grabs Stinkfly with his tail and he transforms back to normal. Rook finds Khyber and battles him. Ben transforms into Crashhopper who gets free of Buglizard and starts kicking him. Rook shoots Khyber who deflects one of his blasts and knocks Rook out. He then whistles to his dog again, transforming Buglizard into Mucilator which traps Grasshopper. After Crashhopper is released from the slime and transforms back into normal, Ben finally transforms into Humungousaur, who battles Mucilator and gains the upper hand. Khyber eventually blasts Rook with some solid fumes trapping him to the floor. Rook realizes that Khyber is the whistle. Khyber whistles again and Mucilator transforms into Tyrannopede who overpowers Humungousaur and traps him in a web cocoon.
Ben then tries to transform into Way Big, but he transforms into Grey Matter instead. Khyber then tries to whistle again but Rook blasts some goo at him. Khyber then wrestled with him. Grey Matter then performs a Feston Neuro-Grip, which causes Tyrannopede to faint. Grey Matter transforms back into Ben and he was then sent flying when the ship started shaking, so Ben wanted the Omnitrix to transform him into something that could fly and he transformed into Big Chill. In the fight Khyber was about to deliver the final blow to Rook when Big Chill, while he was intangible, freezes Khyber and saves Rook. The ship falls, so Big Chill makes a hole in it and flies out of the ship with Rook.In a forest, Khyber and his dog stumble out of the ship, having survived the crash, and fall to the ground and they were injured. Khyber curses Ben when Malware and Dr. Psychobos appeared. Malware said that Khyber should capture Ben again after his failure. When Big Chill transforms back to Ben, he and Rook start to fall but were caught by Grandpa Max's Plumber Ship. Ben said "not one word" and Rook said "What about two words - Told you!"
- Big Chill and Humungousaur make their Omniverse debuts.
- Tyrannopede makes her debut.
- Phil returns.
- Malware appears outside of a flashback for the first time.
- Ben learns about the Nemetrix.
Omnitrix Alien Debuts
Nemetrix Alien Debut
- Tyrannopede (first appearance)
By 11 year old Ben
By 16 year old Ben
- Rath (intended alien was Humungousaur)
- Heatblast (accidental transformation)
- Armodrillo (intended alien was Humungousaur)
- Stinkfly (intended alien was Humungousaur)
- Humungousaur (first re-appearance)
- Grey Matter (intended alien was Way Big)
- Big Chill (first re-appearance)
Rook: (destroys the door) It would appear, Khyber, that the hunter has become the hunted! (to Khyber) That is not a bad entrance line, is it? (to Ben)
Naming and Translations
|Hungarian||Ragadozók és zsákmányaik, Második rész||Predators and Their Preys, Part 2|
|Polish||Drapieżniki I Ofiary Cz.2||Predators And Victims Part 2|
|Portuguese (Br)||Predadores e Presas, 2ª Parte||Predators and Preys, 2st Part|
|Spanish (HA)||Depredadores y Presa, Segunda Parte||Predators and Prey, Second Part|
|Spanish (Spain)||Presa y Depredador, Parte 2||Prey and Predator, Part 2|
- When Rath begins fighting Khyber, he tells him it's "Khyber the Huntsman Season" to which Khyber replies back that it's "Appoplexian Season". While fighting, the two go back and forth with "Khyber Season!" and "Rath Season!" which alludes to the Bugs Bunny and Daffy Duck's "Duck Season/Rabbit Season" gag in Looney Tunes.
- Ben says the names of Humungousaur and Big Chill after transforming, which is similar to how he had the tendency of shouting out the names of his aliens after he transformed into them in Alien Force and Ultimate Alien. However, in context of this episode, it's due to the pleasant surprise at having them back.
- Ben makes a mention of the events from Singlehanded, where he states that his hand was crawling around in the Null Void without him.
- The hook hand of Lockdown from Transformers Animated cameos in Khyber's ship again.