The More Things Change: Part 2 is the second episode of Ben 10: Omniverse.
Following from where the previous episode left off, Ben Tennyson and Rook Blonko are chasing Fistina, Bubble Helmet, and Liam through the newly discovered Undertown. Ben enters into a tunnel and attempts to transform into XLR8, but he transforms into NRG instead. NRG spits on the ground as Rook arrives. Rook hits Liam with a blast from his Proto-Tool, catching him in a net. NRG goes to Liam and Liam says that there is something behind them. Rook mocks him, but a light informs him and NRG that a bus is coming. The duo throw Liam out of the way and are hit by the bus, taking out its brakes. They try to slow it, emerging in Undertown. The passengers flee the bus and it drives off, despite having no brakes. After NRG transforms back into Ben, he decides to have look around Undertown.
Meanwhile, back In the tunnel, Khyber calls his pet and picks up NRG's spit. He sees the wrecked track and sends his pet to Ben. Khyber's Pet transforms into Buglizard and runs off to find Ben. Ben explores Undertown, though Rook thinks that they should be chasing the gang. Ben tries to buy food, but Rook scares off the tentacle vendor by flashing his badge and trying to interrogate him. They walk around. Rook tells Ben that he learned to fight protecting wheat from alien rodents on his homeworld. He is anxious to continue the investigation. Ben says that the 'big bad' will eventually send the lowlifes after him. Rook interrogates aliens as Ben looks for food. Suddenly, Buglizard arrives into the market place and frightens the citizens.
Ben attempts to transform into Humungousaur to fight the creature but he transforms into Water Hazard instead. Buglizard and Water Hazard fight as Khyber watches. Water Hazard prevents Rook from fighting, but reconsidered his decision when Buglizard pins him down. Rook aims his Proto-Tool at Buglizard and fires a net that closes his mouth. Water Hazard tosses the creature off. Buglizard breaks free and attacks Water Hazard and Rook. Khyber, seeing that Rook has joined the battle, whistles in order to call Buglizard back, and he leaves. Water Hazard transforms into Ben and says that the 'big bad' must have sent Buglizard and Rook explains that his investigation revealed a bar where Bubble Helmet frequently visits and should be there now.
They go to a bar filled with poison gas. Rook puts on a gas mask and tells the aliens to put their appendages up. Ben transforms into Terraspin and tells Rook to put down the badge. Terraspin clears the gas, causing the aliens to cough and wheeze. Rook sees Bubble Helmet and Terraspin takes his helmet and gives it to Rook. Bubble Helmet says that he'll talk when he can breathe, so Rook gives him his helmet, much to Terraspin's annoyance. Bubble Helmet flies away and Terraspin and Rook fly in pursuit. Rook says that Bubble Helmet will lead them to the 'big bad'. Elsewhere, an alien gang is working on building many shakedown machines. The 'big bad' and his right hand man, Tummyhead, oversee this. The 'big bad' says that the point of the shakedowns are to make Undertown fear him. Terraspin, Rook and Bubble Helmet arrive. The gang aims their weapons at them and they put their hands up as Terraspin transforms back into Ben. The 'big bad' comes to see, revealing himself as Psyphon. Rook is proud that his investigation led them there and Ben stares at Psyphon angrily.
Though Ben doesn't take Psyphon seriously due to Psyphon previously serving the role as Vilgax's lackey, 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.Psyphon shocks Bubble Helmet for leading Ben to him and Psyphon then orders his thugs to attack Ben and Rook. They attack and Ben and Rook split up in order to defeat the criminals. Ben transforms into Armodrillo and battles the alien criminals. Rook shoots at aliens as Armodrillo destroys shakedown machines. Rook is disappointed that he can't think of a wisecrack, and Armodrillo tells him not to force it. Psyphon then knocks Armodrillo into Undertown with a shake down device and attacks him. Psyphon uses a small wrist mounted laser to shoots a ray that causes Armodrillo's arm to swell and start going crazy. Psyphon explains that he stimulated Armodrillo's nervous system. Khyber watches and tells Buglizard to end the battle, saving Ben for him. Armodrillo grabs a fuse box, electrocuting him, and transforms back into Ben where the effects wear off. Then, Buglizard arrives into the market place and Psyphon, who is afraid, flees away. Rook then arrives and chases after Psyphon. Ben transforms into Shocksquatch and fights Buglizard while Rook and Syphon battle each other, with Psyphon developing a craving for Rook's Proto-Tech armor. Shocksquatch battles Buglizard and they fall into the tunnels. Meanwhile, Psyphon fires his laser at Rook, cutting a wooden structure. It collapses on Psyphon. Rook dodges it and makes a wisecrack. The bus with no brakes runs over Buglizard, but he returns. Shocksquatch climbs a ladder overhead and Buglizard follows. He fires a blast of electricity at Buglizard, defeating him. Shocksquatch transforms back into Ben and Rook arrives with Psyphon and he tells Ben that he made a wisecrack. Buglizard escapes in a cloud of gas.
Meanwhile, on Khyber's ship, Buglizard has returned and transforms back into Khyber's dog. The ship is full of trophies of KHyber's past conquests. Khyber tells him that he did well and that Ben will be their greatest trophy of all.
Back in Bellwood, Grandpa Max and Magister Patelliday come in with a team of Plumbers who take Psyphon and his gang into custody, with Psyphon stating that he has no idea about what Buglizard was. 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. Rook has brought Chili Fries for Ben and himself to eat, which causes Ben to embrace Rook as his partner.
- NRG, Water Hazard, Terraspin, Armodrillo and Shocksquatch make their Omniverse debuts.
- Psyphon makes his Omniverse debut.
- Pickaxe Aliens make their Omniverse debut.
- Undertown is discovered.
Omnitrix Alien Debuts
- NRG (Omniverse debut)
- Water Hazard (Omniverse debut)
- Terraspin (Omniverse debut)
- Armodrillo (Omniverse debut)
- Shocksquatch (Omniverse debut)
Nemetrix Alien Debut
- Buglizard (first appearance)
- Ben Tennyson
- Rook Blonko
- Max Tennyson
- Plumbers (cameo)
- ML-E's Mother (first appearance)
- ML-E (first appearance)
- Lepidopterran Kid (first appearance; cameo)
- Tentacle Vendor (first appearance)
- She-Worst (first appearance; cameo)
- Toby Monitor (first appearance)
- Sock Vendor (first appearance)
- Smoothy Vendor (first appearance; cameo)
- Psyphon (first re-appearance)
- Psyphon's Gang
- NRG (first re-appearance; intended alien was XLR8)
- Water Hazard (first re-appearance; intended alien was Humungousaur)
- Terraspin (first re-appearance)
- Armodrillo (first re-appearance)
- Shocksquatch (first re-appearance)
- Buglizard (first appearance; x2)
Naming and Translations
|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.