Ben 10 Planet

The More Things Change: Part 2

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The More Things Change: Part 2
Buglizard 1
General Information
Original broadcast September 22, 2012
Series Ben 10: Omniverse
Season 1
Episode number 2
Overall number 152
Written by Matt Wayne
Dwayne McDuffie
Directed by Jae Hong Kim
Episode Guide
Previous episode The More Things Change: Part 1
Next episode A Jolt from the Past

The More Things Change: Part 2 is the second episode of Ben 10: Omniverse.


Following where the previous episode left off, Ben Tennyson and Rook Blonko are chasing Fistina, Bubble Helmet, and Liam through the newly discovered Undertown. Ben dials XLR8, but transforms into NRG instead. The duo eventually corner Liam in a subway tunnel and demand answers. However, a tour guide's tour tram rams into Rook and Ben and though they survive, thanks to NRG's bulky armored body, Liam gets away.

The car takes the two to Undertown's market place and seeing as how Liam has already gotten away, they stop chasing him. Once NRG transforms back to Ben, he decides to look into getting something to eat. While Ben looks for food, Rook questions some locals about the trio they were chasing. When Ben finally settles on some tentacle on a stick, the market place becomes under attack by the shape-shifter he encountered earlier taking on the form of Buglizard.

Ben attempts to turn into Humungousaur to fight the creature but instead gets Water Hazard. Rook is able to use his Proto-Tool to muzzle the creature. Khyber soon realizes that the fight is two against one and recalls his pet until the time when he can attack Ben alone. Rook explains that his investigation revealed a bar where Bubble Helmet frequently visits and should be there now.

Terraspin OV 4

Terraspin and Rook chase Bubble Helmet

The bar in question as it turns out is for patrons who require a toxic atmosphere to breathe. Ben uses Terraspin to vent the toxic atmosphere and threatens to suffocate Bubble Helmet if he doesn't tell them who he's working for and where he is. Bubble Helmet seems to agree to the terms so Rook reattaches his helmet. Before Ben can stop him, Bubble Helmet gets away and Ben and Rook give chase.

The two chase Bubble Helmet to his gang's hideout, where they discover that the gang is led by Psyphon. Though Ben doesn't take Psyphon seriously, he states that will soon change, Psyphon announces his intentions to extend the protection racket he's been running to the human businesses on the surface, and since they lack the Taydenite to pay him, it will inevitably result in dozens of bombs going off in Bellwood which is Psyphon's intent.

Armodrillo OV 3

The effect of Psyphon's attack

The duo proceeds to fight the gang, Ben utilizing Armodrillo. Psyphon uses a small wrist mounted laser to over stimulate Armodrillo's nervous system which causes his powers to go berserk and forces Ben to revert to normal where the effects wear off. The fight soon spills out into the market place again. At this point Khyber sends in Buglizard again to separate Ben from Rook and Psyphon and they (Buglizard and Ben) take the fight to an abandoned part of Undertown.

Lou Thesz press

Shocksquatch battling Buglizard

Ben proceeds to fight Buglizard as Shocksquatch in the subway tunnels, first he holds him in position in front of the tour tram which causes it smash into Buglizard followed by luring it into a pipe and shocking him into submission, though on Khyber's orders he retreats. Rook meanwhile is fighting Psyphon whom has developed a lustful craving for Rook's Proto-Tech Armor.

Meanwhile on Khyber's ship, Khyber's dog has returned and turns back to normal. Khyber tells him to be patient, since Ben will be their greatest trophy of all.

Rook however is still able to sneak up on Psyphon and knock him out. Grandpa Max and Magister Patelliday come in with a team of Plumbers who take Psyphon and his gang into custody. Max explains that the reason why he paired him up with Rook was because he felt Ben was ready to be a mentor, but if he doesn't want a partner it's his choice. Ben however has grown rather fond of Rook, whom as it turns out has bought some Chili Fries for Ben.

Noteworthy Events

Major Events

Omnitrix Alien Debuts

Nemetrix Alien Debut



Aliens Used

By Ben

By Zed



Water Hazard: Ohh... Water Hazard? Why can't I ever get Humungousaur?

Quotes Right


ML-E: Hey mommy, I got a bloody nose.
ML-E's Mom: Well, did you expect me to cook it for you here?

Quotes Right


(shop owner packs up and leaves)
Ben: What about my tentacle?

Quotes Right


Ben: Whoever sent the monster to kill me, he's the big bad.

Quotes Right


Grandpa Max: So what do you think of your new partner?
Ben: He's fights okay, kind of a doughnut-hole though.
Rook: Is that good?
Ben: Oh sure... See?
Max: Well you've been doing this for a while, maybe it's time for somebody else to be the doughnut-hole.
Ben: Huh?
Rook: I know you haven't eaten yet, Magister Tennyson says you prefer these "chili fries", Care to join me?
Ben: (smiles, shakes Rook's hand) Partner!

Quotes Right


Rook: Appendages in the air.
Terraspin: Would you cool it with the badge? We are not cops... (sucks up the poisonous gas, aliens coughing) Well.., You might be a cop, I'm a superhero (winks)

Quotes Right


Ben: XLR8 can catch those scumbuckets! (transforms into NRG)
NRG: NRG? Really?
Rook: What happened?
NRG: Ugh, New Omnitrix, Im still figuring out the controlls.

Quotes Right


NRG: Nice going Rook, eh for a newbie I mean. (walks over to Liam) Now talk. Who's behind these alien shakedowns?
Liam: Bawk bawk, behind you!
Rook: I wouldn't fall for that and this is my first day on earth.
NRG: Rook quick!!!
Alien tour-guide: Hey you took out my brakes!
NRG: Well you ran us over!

Quotes Right


  • Error Omnitrix symbol
  • Portion is colored yellow instead of silver
  • The colors of the Omnitrix symbol are interchanged in four scenes:
    • In the scene where Water Hazard is talking to Rook.
    • In the scene where Armodrillo is knocking down a wall.
    • In the scene where NRGLiam and Rook are shown looking at the train.
    • In the scene where Terraspin and Rook are looking at aliens.
  • In one scene, the Omnitrix's dial is missing from Ben's wrist.
  • While Terraspin and Rook were chasing Bubble Helmet, the Omnitrix symbol was colored black.
  • In one scene, Terraspin looks bigger than usual.
  • In the scene after the one in which Rook says "Ben behind you", the metal circle on Armodrillo's head is yellow instead of silver.

Naming and Translations

Language Name Origin
Arabic عندما تتغير اللعبة, الجزء 2 When the Game Changes, Part II
Bulgarian Колкото повече се променяш, част II The more you change, Part II
French Plus les choses changent: 2ère Partie The More Things Change: Part 2
Hebrew ככל שהדברים משתנים חלק ב When the Things Change, Part II
Hungarian A dolgok változnak, Második rész Things Change, Part 2
Portuguese (Br) Quanto Mais as Coisas Mudam, 2ª Parte The More Things Change, 2st Part
Spanish (HA) Muchas Cosas Cambian, Secunda Parte Many Things Change, Second Part
Spanish (Spain) Cambiar para que nada Cambie, Parte 2 Change So That Nothing Changes, Part 2


  • The title of this episode is based on the saying "The more things change, the more they stay the same."
  • Among the trophies inside Khyber's ship, there's a hook that belongs to Lockdown; and the fire sword of Grimlock; both featured in Transformers Animated.


  • It is revealed that Terraspin can breathe poisonous gas.
  • Rook used contractions in this episode, despite the fact that it is later revealed that his species considers it bad language.
  • This is the final Ben 10 episode written by Dwayne McDuffie before his death.

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