Ben 10 Planet

Showdown: Part 2

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Showdown: Part 2
ShowdownP2 (377)
General Information
Original broadcast February 16, 2013
Series Ben 10: Omniverse
Season 3 (U.S. Airing Order)
2 (Production Order)
Episode number 22
Production number 20
Overall number 172 (U.S. Airing Order)
170 (Production Order)
Written by David McDermott
Story by Charlotte Fullerton
Kevin Rubio
Directed by Jae Hong Kim
Episode Guide
Previous episode Showdown: Part 1
Next episode Tummy Trouble

Showdown: Part 2 is the twenty-second episode of Ben 10: Omniverse.


M ware

Malware absorbing the helix

The episode starts five minutes before Galvan B's destruction. Many Galvanic Mechamorphs swarm in to stop Malware, but he easily blasts them all away. Some Galvanic Mechamorphs attempt to put up huge shields, but Malware simply blasts a hole through them. Malware then heads toward the helix and starts absorbing it, causing Galvan B's destruction.

On Galvan Prime, Ben, Rook, and Azmuth are experiencing the effects of Galvan B's destruction. The shockwave from the destruction causes a high-pitched sound to briefly resonate the area. Rook assumes it is Malware's doing, which Azmuth confirms. Ben thinks that since Malware was on the moon when it blew up, Malware was destroyed along with it. However Azmuth doesn't believe so and states their problems have only just begun. As giant rocks head toward Galvan Prime, a Galvan officer tells Azmuth that their defenses are down. Azmuth tells the group to get armed, while Ben transforms into NRG and he, Rook, and Azmuth all get on the hovercraft. The Galvans start shooting down the rocks, while NRG and Rook blasted away some themselves. One of the shattered rocks hits the cage that contained Khyber's dog and it escapes. A Galvan is flying by and his wings get hit by one of the rocks and it was soon vaporized. Ben notices that those aren't ordinary rocks, which Azmuth says that it's Malware, who has scattered himself over the planet, as Ben sarcastically agrees. Back on Earth, Pakmar is yelling at Max, saying he wants him to pay for all of Ben's damages to his venues. Max decides to look for Ben, but notices that Ben isn't even on Earth anymore, which makes him wonder.

Showdown Part 2 (40)

Malware absorbing Proto-Tool

Back on Galvan Prime, Ben asks Azmuth what to do next. Azmuth is clueless, and Ben complains, saying how Azmuth is the smartest mind over the galaxies. Rook notices something forming in the distance and tries to tell them, but Ben and Azmuth are still talking with each other. Suddenly, a giant-size Malware walks up to the group, saying how he has brought destruction. Azmuth says he's not impressed, to which Malware argues, saying how nothing will impress Azmuth. Azmuth is trying to tell Malware that all he was trying to do is heal his pain, but Malware is soon shocked by orbs. Malware yells out, saying he's lying and it is too late to save him. Malware then destroys the hovercraft Ben, Rook, and Azmuth were on, while Ben quickly transforms into Humungousaur and wrestles down Malware. Malware blasts himself free from Humungousaur, which sends him flying. Rook tries to shoot at Malware, but Malware ends up absorbing his Proto-Tool. Malware then uses his newly, acquired weapon to shoot at Humungousaur, who barely dodges the blasts. Humungousaur continues to punch down Malware, who responds by using energy as a saber-like weapon. Malware quickly blasts away Humungousaur, remarking on how handy the Proto-Tool is. Malware then grabs onto Humungousaur's hands, yelling out that he is going to take over Galvan Prime. Malware slowly starts to form over Humungousaur's body and he tells Rook to get Azmuth out of harm's way. Malware attempts to stop Rook by blasting him, but Rook manages to dodge the blasts and grab Azmuth. Malware's body soon covers Humungousaur, but Malware is suddenly blasted apart. Ben turns back to normal, while a large Plumber's ship hovers down on Ben, Rook, and Azmuth. Max soon tells them to get on and Gwen runs out, helping Ben inside. Kevin, who is piloting the Proto-TRUK, blasts at Malware and escapes.

Rook asks Max how did he know that they were on Galvan Prime and Max replies, saying he knew something was wrong when they didn't show up on any scans and used Gwen to track Ben's mana. Max asks how Ben is doing, and Blukic says that Ben will come around in a few hours. Ben then starts coughing and Driba replies, saying Ben will wake up now. Azmuth is explaining how Malware's parts were spread over a localized area and how the rest is unaffected. Azmuth then says it is a matter of hours before Malware's parts will soon reach the core and that there will be no stopping him, saying he will absorb everything. Blukic and Driba remark, saying how "uncool" that is and Kevin asks what the plan is. Azmuth explains that he designed Galvan Prime to have a series of firewalls to prevent viral attacks and says if they can activate them fully, Malware cannot reach the core. Azmuth tells Ben that he will know more and says that he, Gwen, and Rook are going to go to the remains of Galvan B, hoping to find answers. Ben notices that Azmuth said "if we activated the firewalls" knowing that Azmuth isn't giving all of the information. Azmuth explains that the firewall's controls were damaged by the shockwave, and Ben says that he needs to distract Malware while Blukic and Driba fix the controls. Blukic and Driba are a little confused, while Ben remarks that he and Kevin are going to be fighting side by side again. As the plan is about to get carried out, Max is holding one of the jet packs, asking for anything bigger. 

Malware vs ben

Way Big being absorbed by Malware

Blukic and Driba fly off while Max is following behind them, trying to maintain his balance. Azmuth explains to Ben and Kevin that Malware is ahead and they both head out to face him. Ben and Kevin end up falling out of the Plumber ship and Ben tries to transform into a flying alien, but gets Way Big instead and lands right on top of Malware. Kevin is wondering what happened to Malware and Way Big thought that he splattered him. Kevin, absorbing some of the metal on Way Big's shoulder, says it's never that easy. Way Big tells Kevin to search for the troops while he looks out for Malware. Kevin starts to head out, but Khyber's dog stops him in his tracks.

In a Galvan building, Max is observing Blukic and Driba as they look over the damaged controls. Back outside, Way Big is trying to crush Malware with his foot, but his part starts to form over Way Big's foot. He manages to get it off, while Malware starts to form behind him. Kevin is seen walking while dragging Khyber's dog, who is biting on his foot and tells it to get off. Blukic and Driba start getting small parts from Max including a penny, his belt buckle, and even his shoe laces. Meanwhile, Way Big is tossed backwards by Malware, calling Ben a fool. He then charges at Malware, throwing punches then kicking him backwards. Malware fires one of his parts at Way Big, but he destroys it using a cosmic ray that also hits Malware. Kevin looks back at the blast while Azmuth, Gwen, and Rook are back at the remains of Galvan B. Azmuth observes the helix, saying how it is in good condition and asks for pocket change. Back on Galvan Prime, Way Big is walking toward Malware, but is soon caught by his feet by Malware's part and most of his body starts to get consumed. Malware barks at Ben, saying that his loyalty to Azmuth is what brought his destruction and how his parts have nearly reached the core. Max tells Blukic and Driba they're running out of time, but the two have finally finished the controls. They turn it on, activating the firewalls and stopping Malware from reaching the core. Malware is upset and he grows even bigger, fully absorbing Way Big into his body.

Ben 2x

Ben and his younger self shaking hands

Inside Malware, Ben soon drifts into his subconscious, as he sees himself back home. He then notices a young Gwen and his 11 year old self emerging from the Rustbucket. 11 year old Ben is depressed and Max tells Ben to head inside. Azmuth soon talks with 11 year old Ben and 16 year old Ben, says he now remembers this moment. Azmuth explains to Ben that Ben never learns anything from winning and that losing Feedback was hard for him. 11 year old Ben says that Feedback was like a part of him but Azmuth says that Ben could learn something from losing Feedback. 11 year old Ben soon starts talking with 16 year old Ben, saying hasn't learned anything yet. 16 year old Ben says that he/they have and learns to forgive themselves.


Feedback used by Present Ben

The two Ben's exchange hands while Malware is still on a rampage. Suddenly, Ben emerges from Malware's head, who has acquired Feedback again. Malware is shocked, but says that he will destroy Feedback again. Feedback absorbs Malware's energy blasts and sends them back at Malware, damaging him. Feedback flies toward Malware, dodging his attacks and blasts at him, but ends up flying into the water. Kevin notices Khyber's dog trapped under rocks and Kevin decides to rescue it. Feedback admits that he isn't hurting Malware in any way, and needs a new plan before the Omnitrix wears out. Suddenly, hundreds of Galvanic Mechamorphs rain down from the sky and they land on Malware, weakening him and turning him back into his normal size. Feedback then decides he needs something to take down Malware once and for all and Azmuth appears behind him with a suggestion. Feedback realizes that Azmuth saved the Galvanic Mechamorphs and Azmuth offers Feedback the energy from the helix to finish off Malware. He then absorbs the energy and launches it at Malware, while in turn Malware launches energy at Feedback. His energy blast cuts through Malware's, destroying Malware in the process. Ben turns back to normal, with everyone celebrating Malware's defeat.

Omniverse S3E02 petrified Malware

Malware destroyed

Ben, along with Kevin and Gwen, tells Azmuth that they are ready to leave. Azmuth just tells Ben to go, not wanting to stoop down to thanking Ben every time he saves the world. As the group is about to leave, Kevin calls over Khyber's former dog, much to Ben's surprise. Kevin also says that the dog is female, much to Gwen's shock, asking him how he knows. Kevin replies by telling Gwen that she hasn't paid enough attention in health class. Max (whose pants are still down), Blukic, and Driba all leave with Ben's group and they fly out of Galvan Prime. Ben notices the Galvanic Mechamorphs rebuilding Galvan B and the group flies back home.

Noteworthy Events

Major Events



Aliens Used



Azmuth: Malware. He's been scattered over half the planet by now.
NRG: Wonderful! It's raining psychopaths!

Quotes Right


Pakmar: Pakmar demands satisfaction!! Pakmar demands restitution!!! Pakmar demands . . . AN APOLOGY!!! YOU, colorful shirt man, you are related to that . . menace, that hooligan, that queezart in Pakmar's marflarb!!!
Max: Uh, you must mean Ben.
Pakmar: The very one. You know what this scoundrel has did?
Max: Now, Mr. Pakmar, I'm sure Ben had some reason--
Pakmar: Pakmar is but a simple merchant, trying to provide for his wife and...487 children, but Ben Tennyson makes this impossible!

Quotes Right


Ben: Seriously? You're the smartest guy in three galaxies?
Azmuth: Five, actually, but who's counting?

Quotes Right


Azmuth: Sewing chaos doesn't take any special talent Malware. If that's the best you can do I'm not impressed
Malware:No! Nothing I do could ever impress you could it Father. In your eyes I am nothing but your failed experiment, your Shame.

Quotes Right


Kevin: Hey, don't go and get any ideas about my girl.
Rook: Not to worry, Gwen is only attractive by Human standards.
Gwen: Umm- (gets interrupted by Ben)
Ben: It's true. I've seen Rook's homeworld, no comparison.
Gwen: (gets annoyed) I'm sitting right here!
Kevin: So to him, Gwen's like what, an Orangutan with glasses? (Ben laughs and Gwen shows her mana. The Proto-TRUK opens the door and Ben and Kevin are released from the ship)
Gwen: Love ya! Bye! (The Proto-TRUK closes the door leaving Ben and Kevin skyfalling)

Quotes Right


Blukic: Would all the geniuses in the room kindly raise their hands? (Blukic and Driba raise their hands)

Quotes Right


Feedback: Hey everybody! Did ya miss me?
Malware: A Conductoid? Pathetic, I destroyed you once before and I am 100 times more powerful now.

Quotes Right


Feedback: NOW I remember why I liked this guy! Feedback RULES!!

Quotes Right


Feedback: I'm not making a dent in this creep! And sooner or later, I'm gonna run outta gas!

Quotes Right


Malware: Curse you Ben Tennyson!

Quotes Right


(Ben, Gwen and Kevin stare at Max's boxers in confusion)
Max: Don't ask.

Quotes Right


  • Ben missing the Omnitrix from his arm.
  • NRG's missing handle.
  • Azmuth's feelers are missing
  • Proto-Tool in Rook's shoulder
  • Azmuth wasn't in there
  • Grandpa Max's eyes error 1
  • Grandpa Max's eye's don't match.
  • Go to Kevin had no hair on his chin.
  • Right as Ben pointed to Azmuth saying "Seriously? You're the smartest guy in three galaxies," the Omnitrix was missing from his arm.
  • When Malware knocked down Way Big the red in his face was white.
  • When NRG, Rook and Azmuth landed after destroying the rocks, the handle on NRG's top was missing.
  • While the team was in the Proto-TRUK, Rook had the Proto-Tool on his shoulder, even though it had already been absorbed by Malware.
  • At one point during the flashback with Ben and Azmuth, Azmuth's feelers are missing on his head.
  • Before Ben and Kevin dropped from the Proto-TRUK, Azmuth was missing.
  • In most of the battle between Malware and Way Big, Way Big's lower eyes were completely grey instead of being green at the bottom
  • In one scene, Grandpa Max's eyes were not in the correct order.
  • When Feedback was looking at Malware his back had a green stripe.
  • In one scene, Grandpa Max's eye's didn't match.
  • When Ben and Kevin fell, Kevin had no hair on his chin.
  • When Feedback appeared from Malware's head his fingers were round instead of cubed.

Naming and Translations

Language Name Origin
Hungarian A leszámolás, Második rész Showdown, Part 2
Polish Ostateczna Rozgrywka, Cz.2 Showdown, Part 2
Portuguese (Br) Confronto, 2ª Parte Confrontation, 2nd Part
Spanish (HA) Confrontación, Parte 2 Confrontation, Part 2
Spanish (Spain) Enfrentamiento, 2ª Parte Showdown, 2nd Part


  • When Zed's gender was revealed, Kevin makes a reference to Ben 10: Alien Force episode Unearthed, in which fifteen-year-old Gwen had said "You really didn't pay attention to health class, did you?" by the time she revealed Tiny's gender.


  • Way Big's cosmic ray blast is changed to green instead of blue.

Start a Discussion Discussions about Showdown: Part 2

  • Malware

    37 messages
    • Maybe Maltruance is a Malware from a different dimension, or maybe a combination of Malware and someone else? Maybe Khyber tracked down what ...
    • Malvare sure did transform into a stone but we should not forget that other Galvanic Mechamorphs which also turned into stone were re-energized...
  • Ben (16) and Ben (11) merge watches?

    21 messages
    • Time travel paradoxes are fun to speculate about. There are a lot of possible solutions, from the multiverse theory, to complete annihilation...
    • Feedback100 wrote:Actually I did, thats why I wrote it. Its obvious because time travel is not possible in those conditions and there was not ...

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