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The Frogs of War: Part 2

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The Frogs of War: Part 2
The Frogs of War Pt 2 Image
General Information
Original broadcast March 16, 2013
Series Ben 10: Omniverse
Season 3
Episode number 27
Episode number in production order 30
Overall episode number 177 (U.S. Airing Order)
180 (Production Order)
Written by Len Uhley
Directed by Jae Hong Kim
Episode Guide
Previous episode The Frogs Of War: Part 1
Next episode Rules Of Engagement

The Frogs Of War: Part 2 is the twenty-seventh episode of Ben 10: Omniverse.


Ben has been exiled as a result of Milleous's threat to destroy Earth, and things are not looking good so far. Floating aimlessly in space, Ben dryly remarks "I hate you universe" as the power in his escape pod runs out.

With his army of Mutant To'kustar, Milleous has all governments and countries under his firm control. Will Harangue speaks good of the "benevolent" overlords while they blow up the White House behind him. Meanwhile, the team of GwenKevinRookBlukic, and Argit attempt to smuggle some weapons, but they are noticed by patrolling Incurseans and are forced to drop their contraband and flee. The team regroups at their temporary headquarters in Mr. Baumann's shop, where they have been attempting to collect weapons for mounting a resistance - without much success. Rook notes that they haven't made much progress while Kevin is adamant about not risking their lives, creating brief tension between the two. Gwen admits that the team is at a deadlock when Argit suggests going after Dr. Psychobos, since he's responsible for mentally controlling the "Way Bads". The others briefly muse at the oddity of Argit actually proposing a good idea before agreeing to go with this new plan.

Bullfrag imagen

Bullfrag debuts

Assembling outside Milleous's damaged ship, the team prepares to hijack the patrolling convoy Psychobos is supposedly on, but Gwen realizes that Psychobos isn't on the convoy and that they've been set up. Argit shoots at the ship, prompting Attea and her bodyguards to arrest the group. Argit pleads for mercy, having already made a deal with Attea to betray Rook and the others, but Attea shoots him anyway. Suddenly, one of the Incurseans (a notably taller, more muscular one at that) disables Attea and the other Incurseans, beckoning to the heroes to follow him. Introducing himself as Bullfrag, he leads them to a spaceship and flies away with them before Attea and the other Incurseans can catch them. On board, Bullfrag jokingly asks where his "thank you" is, only for Kevin to knock him out. The group interrogates Bullfrag, who insists he is an ally, and for some reason Gwen seems to agree after a scan. Bullfrag reveals that he has a plan to reach Psychobos, as well as rescue all the Plumbers imprisoned in the Plumbers' Base.

At the Base, Bullfrag easily passes himself off as one of the Incurseans, with the rest of team held "prisoner". This allows the team in, letting Rook find the Plumber security system so he can free the imprisoned Plumbers. Upon finding that the passwords were reset by the Incurseans, Blukic smacks the console with his wrench, overriding the system and unlocking all the doors. As Argit escapes, unbeknownst to the group, the team finds Driba and a heavily dehydrated Patelliday, realizing that they need to find Max to mount the full counterattack. At Max's cell, Bullfrag helps Max to his feet, addressing him as "grandpa" - in return, Max addresses Bullfrag as Ben. Kevin is shocked at the revelation, Gwen is merely relieved, and an angry voice chimes in. Attea holds the group at gunpoint as Kevin balks at the fact that Bullfrag is, in fact, Ben. Gwen candidly states that only Ben would come up with names such as "Bullfrag", but admits that she guessed his true identity almost as soon as she saw him. Bullfrag explains that he had to maintain his cover, while Attea rants that her father is going to publicly execute Ben for daring to return. Much to Kevin's revulsion, Bullfrag begins flirting with Attea, complimenting her on her rebelliousness and other Incursean traits. Embarrassed but happy, Attea begins flirting back until Gwen knocks her out with a mana blast, admonishing Bullfrag for flirting. Knowing that his cover has been blown, Bullfrag deactivates the "Life Form Lock" on the Omnitrix, returning to his human form.

Max remarks that at this point, the planet is in danger of Milleous's wrath, but nonetheless asks Ben how he managed to escape. In a flashback, Ben reveals that shortly after the power went out on his escape pod, he realized that one of the manacles holding him down was loose and he barely managed to pry himself free. Some hours later, Azmuth showed up in his ship and not only fixed the Omnitrix's Randomizer, but also placed Incursean DNA into the Omnitrix so Ben could infiltrate Attea's forces as Bullfrag, where she became infatuated with him almost immediately.

From elsewhere, Rook contacts the group where he, Driba, and Blukic have been attempting to subdue Psychobos, and confirms that he also suspected that Bullfrag was Ben (to Kevin's annoyance). They explain that Psychobos summoned a mutant To'kustar, headed in their direction. Max tells Blukic that the team is ready to regroup, and Ben turns into XLR8 to deal with the incoming Way Bad, temporarily knocking it down before reverting. Ben is greeted by a fireman who is not only relieved to see him alive, but reveals that humans and aliens alike have joined forces to resist the Incurseans. Ben is pleased at this, but quickly tells everyone to evacuate as the Way Bad prepares to attack, turning himself into Way Big. From his ship, Milleous is furious to see that Ben has returned and calls for liftoff to attack Way Big, despite the ship not being fully repaired. Way Big defeats the Way Bad, only to find that two more have surrounded him - having being summoned by Psychobos. Rook attacks Psychobos from above, shutting down his mind-control; however, Way Big finds that the mutant To'kustars have not stopped attacking. Psychobos gloats that being feral, they will attack everything in sight, forcing the team to come up with an alternative plan.

While Way Big is caught in a headlock by the Way Bads, Argit inadvertently knocks one out with his spikes in his escape. Rook, Driba, Blukic and Patelliday drive by, shooting the Way Bads with a Null Void Projector and sending them to the Null Void. This allows Way Big to fire his own laser beam to intercept Milleous's conquest ray, forcing the Incursean emperor to escape before his ship is blasted to bits. Rook's group leaves to catch all the Way Bads on Earth, while Ben, Kevin, Gwen, and Max confront Milleous, with Attea and Psychobos in chains.

Milleous angrily states that he still has his regular Incursean army, but Max reminds him that Milleous is now under capture. From behind, Attea picks her handcuffs free, declaring that with her father arrested, it now leaves her in charge of the Incurseans, which was her master plan all along - much to the surprise of everyone present. Attea reveals that she was the one who loosened Ben's locks so he could escape, knowing that he would return to Earth and overthrow Milleous in order to save Earth, thereby defeating her father for her. Ben is mortified at the extent of Attea's vicious plot, but Attea retorts that ever since their first encounter, Milleous kept her under close watch, forcing her to take drastic measures to usurp her father's position. Attea then demands that Ben let her go free, in exchange for the Incurseans pulling back to their original territories, goading Ben on since she knows that the heroes want to avoid a war. Max and Ben grudgingly accept Attea's terms as she offers to pay for damages, having secured her position of power. Milleous is torn between anger and pride for Attea as he is taken away.

Attea wink

Attea winks at Ben

Before leaving, Attea briefly flirts with Ben, asking him to join her as Bullfrag. Disgusted, Ben declines as Attea shrugs him off, stretching her tongue to kiss him at the back of his head. As Attea's forces take off, Rook calls him to say that news of Ben's latest heroic exploits have spread through the galaxy, and that the Incurseans have pulled back. Mildly amused to note that Attea kept her word, Ben wonders if any Mr. Smoothy stores were damaged since he hasn't been back on Earth in a month. Gwen can only state "Ben Tennyson is back" as the episode ends.

Major Events

Omnitrix Alien Debut




Aliens Used

Naming and Translations

Language Name Origin
Arabic ضفادع الحرب, الجزء 2 The Frogs Of War, Part 2
Spanish (Latin America) Las Ranas de la Guerra, Parte 2 The Frogs Of War, Part 2
Spanish (Spain) Las Ranas de la Guerra, 2ª Parte The Frogs Of War, 2nd Part
Portuguese (Brazil) Sapos de Guerra, 2ª Parte Frogs of War, 2nd Part
Hungarian A Békák háborúja, Második rész The Frogs' War, Part 2



Attea: The Emperor's gonna want a public execution for you, Tennyson!
Kevin: Hang on, hang on! Bullfrag is Ben?
Gwen: Who else would come up with a dumb name like "Bullfrag"?
Bullfrag: (walking over) Whatever, Bullfrag is awesome.
Gwen: I knew it was you as soon as you showed up
Bullfrag: I know, but I couldn't risk the Incurseans findin' out I was back on Earth. That's why I couldn't say nothin' until I knew we were in the clear
Attea: Oh, you'd better believe it! My daddy will fry you alive for coming back. And the rest of this miserable planet!
Bullfrag: 'Course, you're kinda mixed up about me, aren't you? (walks over to Attea) It's exciting, going against what Daddy says, huh?
Romantic music begins playing.
Attea: (blushing) What?! Well uh... I, eh, uh...
Bullfrag: Now that I'm an Incursean, Attea. I'm seeing you in a whole new way.
Attea: (nervous) Which... way... how... say what?!
Bullfrag: You're special. Those big eyes, that cute little cap, that vicious indifference...
Attea: (sheepishly happy) Oh, well... it's an instinct, y'know. I'm just naturally cold-blooded! (hit by Gwen's mana blast) Ugh... (faints)
Kevin: I'm gonna throw up. (gags, glares at Ben) That was disgusting.
Bullfrag: Don't blame me, blame this DNA.
Gwen: Ugh, that's what you boys always say. (Kevin grins sheepishly at this remark.)
Bullfrag: Now they know I am here...(Opening the chest Omnitrix cover) Command Code 1010 Tennyson Benjamin Disengage Life-Form Lock. (Bullfrag changes back)

Quotes Right


Driba: Simpletons? The SIMPLEST Galvan is still smarter than a Cerebrocrustacean.
Blukic: Yeah. And WE ought to know.

Quotes Right


  • Rooks Plumber symbol is all black
  • Dr. Psychobos and Milleous are not shown again
  • When the team goes to Mr. Baumann's shop Blukic is not shown with them.
  • For a split second the top of Way Big's head was white.
  • While Ben is talking to Milleous, Attea's hands are cuffed in front of her. When she picks the lock, they are behind her back.
  • While Attea is talking to the team in few scenes Dr. Psychobos and Milleous are not shown.
  • At the end of the episode, the Proto-TRUK is seen although Rook, Blukic, Driba and Patelliday had taken it to send the Way Bads to the Null Void.
  • Zed is mistakenly credited when she didn't appear at all.
    • According to Derrick, she was supposed to appear. However, her scene was cut due to time restraints.


  • When Gwen and Rook use their communicators, they use the same sound as a Star Trek the Original Series Communicator.
  • When Attea breaks out of her handcuffs, her hands form the Vulcan Salute from Star Trek.
  • Both when Bullfrag pretends to capture Gwen, Kevin, Rook, and Blukic and when he says "rebel scum" are references to Star wars
  • the episode is similar to star wars 4, 5 and 6.


  • It's revealed that Omnitrix has a Life-Form Lock function, which allows Ben to stay in an alien form for an extended period of time without a time-out.

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