Ben 10 Planet

Showdown: Part 1

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Showdown: Part 1
Omniverse S3E01 Vicetopus
General Information
Original broadcast February 9, 2013
Series Ben 10: Omniverse
Season 3 (U.S. Airing Order)
2 (Production Order)
Episode number 21
Episode number in production order 19
Overall episode number 171 (U.S. Airing Order)
169 (Production Order)
Written by Marty Isenberg
Directed by Dan Riba
Episode Guide
Previous episode Special Delivery
Next episode Showdown: Part 2

Showdown: Part 1 is the twenty-first episode of Ben 10: Omniverse.


On Galvan Prime, in the Galvan Museum Hall of Predators, Derrick J. Wyatt is leading a small tour. He shows the other Galvan the skeleton of their own natural predator: Omnivoracious. Wyatt explains that an asteroid collision and a sudden climate change wiped out the entire species, allowing Galvans to rise to prominence. As he leads the others to a different room, Dr. PsychobosKhyber, Khyber's Dog, and Malware arrive at the skeleton. Khyber takes a DNA sample from the Omnivoracious skeleton as Psychobos sneers that the Galvan are more lucky than smart. Uploading the DNA sample into the Nemetrix, Khyber declares that the Galvan's luck is about to run out. A pair of Galvanic Mechamorphs appear in the room, but Malware quickly absorbs their energy. Tossing the dessicated husks aside, Malware says that the entire Galvan race will soon wish they had been buried along with their own former predators.

Meanwhile, Ben and Rook are driving through Undertown and Ben is very bored. Ben starts pushing random buttons until Rook tells him to stop. Rook then proposes to pass time with conversation, feeling like he and Ben don't know enough about each other. Ben agrees, telling Rook to ask him anything concerning himself, only to find that Rook actually knows most things about Ben. Grumbling about Plumber files being "T.M.I. thorough", Ben is open to more ideas, until Rook asks what happened to Feedback. Ben grows silent while Rook wants to know more, saying that Feedback was Ben's most used alien back then.

In a flashback, the Rust Bucket and a policecar chase two crooks down a highway. With the criminals using a rocket engine to escape the pursuit, Grandpa Max recommends Ben to use XLR8. When Ben uses Feedback instead, Gwen asks how he plans to catch a turbo-charged car; Feedback says it doesn't matter how, only if he looks good doing it. Feedback starts running on the power lines and blasts energy toward the crooks. The scene changes to the Rust Bucket arriving at a burning building. Ben once again transforms into Feedback and Gwen complains, saying that Heatblast absorbs fire, and asks why her brother likes Feedback so much. Feedback replies saying that he's awesome and then runs off to put out the fire. The flashback ends and Rook says he would like to see Feedback, but Ben still remains silent.

Ben then notices something: a truck on fire. He tries to turn into Water Hazard, but gets Heatblast instead, mad at the Omnitrix because Heatblast is opposite to Water Hazard. Heatblast then starts to absorb the fire and the truck owner is revealed to be Pakmar, who tells Heatblast to stop, thinking that Heatblast is trying to set the truck on fire. Pakmar then notices the Omnitrix symbol on Heatblast's chest. Now knowing it's Ben, he starts to drive faster. Heatblast then says he was trying to put the fire out and starts to fly after him (with Rook following behind as well). Heatblast lands on the truck, and Pakmar screams to Heatblast that it is a barbecue. Heatblast tries to tell Rook, but Rook already blasted one the truck's tires and it goes into Spaceman's Wharf, along with Heatblast and Pakmar. Heatblast notices that Pakmar is still in the truck and dives back down and saves him. 

Back on Galvan Prime, Azmuth, along with Derrick J. Wyatt, is investigating the Galvanic Mechamorphs. Azmuth confirms that Malware is around and tells him to alert everyone and search. As Azmuth is observing the Omnivoracious fossil, the doors suddenly close. Azmuth thinks it's Malware's doing, but high above, Dr. Psychobos tells him that he's wrong. He goes on to say how the Galvans think they're the smartest beings in the universe. Dr. Psychobos then explains that his species, the Cerebrocrustaceans, are the most intelligent. Then, Khyber's dog confronts Azmuth, with Dr. Psychobos explaining the Nemetrix on her collar and how it took him only mere weeks to create, while it took Azmuth a few centuries to create the Omnitrix. Dr. Psychobos then asks how Azmuth will fare against his natural predator. Khyber then whistles, to which the dog transforms into Omnivoracious, which corners Azmuth. Azmuth attempts to teleport out, but Dr. Psychobos has made him unable to, he also asks if he prevented him from teleporting someone in. Back at Undertown, Pakmar is telling Humungousaur to put down his truck before he does anymore damage. As Humungousaur holds the truck for Rook to clean with a hose, he asks how he could do anymore damage and suddenly, he and Rook are teleported out of Undertown. The teleportation took most of the truck as well, leaving only the front part of the truck, making Pakmar extremely angry. 

On Galvan Prime, Humungousaur and Rook land on top of Omnivoracious, with Dr. Psychobos saying how Azmuth cheated. Khyber then says how this is an opportunity for him to claim Ben as his trophy. Dr. Psychobos yells at Khyber to only focus on Azmuth but Khyber explains that he will "kill two birds with one stone." Khyber then whistles, to which Omnivoracious transforms into Tyrannopede. Humungousaur proceeds to battle her. Humungousaur manages to dodge Tyrannopede's attacks and reverts to Ben. Ben transforms into Ball Weevil, attempting to hit Tyrannopede with a large, explosive goo ball but she turns into Terroranchula to block the attack. Ball Weevil then gets trapped in one of Terroranchula's webs, and he reverts to Ben, yelling for Rook to help. Rook tries to, but Azmuth stops him, saying that Ben can handle himself. Azmuth then plans to make something, while Ben turns into Big Chill to escape the web. However, Terroranchula then transforms into Hypnotick and quickly has Big Chill in her trance. Azmuth is finally done with his invention and whistles on it, causing Hypnotick to revert to normal. Khyber yells out, saying that Azmuth cheated and whistles again, turning his dog back into Hypnotick. Azmuth tells Rook he has a plan and gives the whistle to Rook. While Rook and Khyber exchange whistles back and forth, Azmuth manages to jump on Khyber's dog's back and scratches her behind the ears, placating and stopping her from doing anything as he tries to reach for the Nemetrix. Dr. Psychobos is upset and uses his electrical powers to control Khyber, making him whistle and turns Khyber's dog back into Omnivoracious, holding Azmuth captive. Rook then throws the whistle to Azmuth and he blows on it, causing Khyber's dog to transform into Vicetopus: the natural predator of the Cerebrocrustaceans. Azmuth then blows on the whistle again, causing Vicetopus to grab Dr. Psychobos. Dr. Psychobos screams for Khyber to help him, but Khyber says that the "greatest intellect in the universe" can outsmart his mindless natural predator. Rook believes that Dr. Psychobos has teamed up with Khyber, but Ben notices Khyber is gone, saying that Khyber has ditched him. Dr. Psychobos then says that he and Khyber were in league with someone else, to which Ben quickly realizes was Malware. Azmuth wants to know how Dr. Psychobos and the others broke through Galvan Prime's planetary defenses. Rook then remembers that Malware broke into his van to get information. Ben wants to know where Malware is, but Dr. Psychobos doesn't want to say. Azmuth then blows on the whistle, causing Vicetopus to tighten his grip. Azmuth then lets him go. Ben wants to go out and find Malware, but Azmuth tells Ben that he doesn't want a repeat of what happened to Feedback, which brings back up Rook's suspicion.

Ben finally decides to tell the story, saying how Feedback was his go-to alien. Another flashback happens and shows 11-year old Feedback shooting down car batteries in the junkyard. The Omnitrix times out and Ben decides to head back to the Rustbucket. When Ben enters the Rustbucket, he finds Max, Gwen, and even Azmuth all sitting in a circle. Azmuth explains to Ben that using Feedback over and over again could affect how Ben controls his other aliens. Ben storms out of the Rustbucket and yells at Gwen, saying how she's jealous that he has the Omnitrix and he could transform into any alien he wants at any time. Suddenly, Malware shows up and blasts away the Rustbucket, saying he is here for Azmuth. Ben has had enough of Malware, with Gwen saying that the only time Ben defeated Malware was with Diamondhead. Ben doesn't listen and transforms into Feedback. Feedback starts to absorb Malware's energy blast, but Malware suddenly starts merging with Feedback. He then takes Feedback out of the Omnitrix and destroys him. Ben, greatly upset, punches Malware with his overloaded Omnitrix, causing Malware to explode.

The flashback ends and Azmuth says that they all thought Malware was destroyed and says that the Omnitrix will never accept Conductoid DNA again. Ben says it was all his fault and tells Rook that he doesn't want to talk about it again. Suddenly, smoke starts to surround the area, but Rook sucks it up with his Proto-Tool. Ben thinks it is Malware's doing, but Rook notices that the Nemetrix is gone from Khyber's dog and realizes it's Khyber's doing. Outside, Dr. Psychobos is been taken into custody, along with Khyber's dog. Ben wants to know what to do next and Azmuth suggests using Khyber's dog to seek out his master. Dr. Psychobos issues one last threat to Azmuth as Galvan B is suddenly destroyed. Azmuth, Rook, and Ben all look at it with horror and shock.

Major Events

Nemetrix Alien Debuts



Aliens Used

By 16 year old Ben

By 11 year old Ben

By Khyber's dog

Naming and Translations

Language Name Origin
Portuguese (Brazil) Confronto, 1ª Parte Confrontation, 1st Part
Spanish (Latin America) Confrontación, Parte 1 Confrontation, Part 1
Spanish (Spain) Enfrentamiento, 1ª Parte Showdown, 1st Part
Polish Ostateczna Rozgrywka, Cz.1 Showdown, Part 1
Hungarian A leszámolás, Első rész Showdown, Part 1



Ben Tennyson: "Oh, you want more personal stuff! Worst fear, first crush, distinctive body marks..."
Rook: "Peacocks, Patty Berkenfeld 3rd grade, scar on your lower backside in the shape of something called New Jersey."
Ben Tennyson: "Huh?"
Rook: "I read your Bio."

Quotes Right


Pakmar: *After seeing Heatblast absorb the fire from his truck* You there! Stop it!
He sees the Omnitrix symbol on Heatblast's chest.
Pakmar: Ben Tennyson!? NOOOOOOO!!

Quotes Right


Pakmar: Ugh! put Pakmar's truck down! before you do any more damage!
Humungousaur: How could we possibly do any more damage? (gets teleported along with half of Pakmar's truck)
Pakmar: Ughhhh!

Quotes Right


Pakmar: No! Not flaming vehicle! Barbecue! Can't you read?
Heatblast: Uh, Rook?

Quotes Right


Pakmar: Go away!! Leave Pakmar alone, or Pakmar call Plumbers on you!!
Heatblast: It's me, Ben Tennyson!
Pakmar: Pakmar knows Ben Tennyson. (*spits) You ruin Pakmar's new business venture, AGAIN!!!

Quotes Right


Ball Weevil (To Tyrannopede): Eat exploding gummy ball thing!

Quotes Right


Rook: Oh, right. I must stop the hunter who controlls the Nemetrix with his whistling.

Azmuth: Oh, is that all? (pick up one fossil) Cover me, I got a plan.
Rook: What about Ben?
Azmuth: That kid can handle himself.(Climb up vichle to Rook's Proto-tool) Mind if I borrow this?

Quotes Right


Azmuth: Gentleman, meet Vicetopus! The natural predator of all Cerebrocrustaceans! (Whistling to controll the Vicetopus) As smart as you claimed to be, Psychobos, I'm sure you knew that already, but do you know how to defeat him?

Quotes Right


Dr. Psychobos: This is no way to treat your intellectual superior!

Galvan Soldier: Get in, Dummie.

Quotes Right


  • The log before Ben entered the Rustbucket.
  • The log after Malware blasted the Rustbucket.
  • Humungousaur's briefs are gone.
  • Vicetopus' tentacle is purple.
  • The Nemetrix is white.
  • Ben missing the Omnitrix from his arm.
  • During the flashback right as Ben enters the Rustbucket, to the left, a log, a campfire, and rocks can be seen. In that shot, the log is furthest to the right. In the next scene right after Malware blasts the Rustbucket, the log is now between the campfire and the rocks.
  • For a brief moment when Humungousaur steps on a display, his briefs disappear.
  • When Vicetopus let go of Dr. Psychobos, the tip of her tentacle was the same color as Dr. Psychobos pincer.
  • It was said that Patty Berkenfeld from third grade was Ben's first crush. This contradicts what Gwen said in Ben 10: Alien Swarm about Elena being Ben's first crush.
  • In one shot before Ben puts his arms behind his head, the Omnitrix was missing from his arm.


  • It was revealed that what Malware stole from Rook's Proto-Truk were Galvan security codes when Rook revealed he is part of Plumber's special forces.
  • It is revealed that Feedback was 11-year-old Ben's favorite and most used alien. It was later removed and destroyed by Malware and, because of a fail safe, the Original Omnitrix would not accept any new Conductoid DNA.


  • Although in this episode it's revealed that the original Omnitrix wouldn't accept any Conductoid DNA, Ben used Feedback in a previous episode. This is because the episode was aired out of order, in accordance with the production order and intended chronology.

Start a Discussion Discussions about Showdown: Part 1

  • ERROR error

    2 messages
    • in he eror section it says VICETOPU"S tenctacle tip is the same colour of sychobos pincer but the mistaken tanctacle tip is the pincer
    • Hey I just noticed that (jks) that is obvious ya ding dong

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