The More Things Change: Part 2
The More Things Change Part 2
Vital statistics
Series Ben 10: Omniverse
Season 1
Number 2
Overall in Series 2
Overall 152
Writer Matt Wayne
Dwayne McDuffie
Arc Khyber Arc


Continued from OVS1E1 The More Things Change: Part 1.

The gang flees across the roofs of Undertown, and Ben and Rook chase them. Ben is shocked that Undertown exists and reminds Rook that they are not partners. They split up; Rook chases Fistina and Ben pursues Liam. The five converge at a transport tunnel, where Ben tries to go XLR8 but gets NRG. 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. They toss 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. NRG turns into Ben, who wants to look around. In the tunnel, Khyber calls Francis and picks up NRG's spit. He sees the wrecked track and sends Francis to Ben. Francis turns into Buglizard and runs off. Ben explores Undertown, though Rook thinks that they should be chasing the gang. Ben tries to buy food, but Rook scares off the 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, frightening the citizens.

Ben tries to go Humungousaur, but gets Water Hazard. Buglizard knocks him away and roars. Buglizard and Water Hazard fight as Khyber watches. Water Hazard stops Rook from fighting, but changes his mind when Buglizard pins him down. Rook aims at Buglizard and fires a net that closes his mouth. Water Hazard tosses him off. Buglizard breaks free and attacks Ben and Rook. Khyber, seeing that Rook has joined the battle, calls Buglizard back, and he leaves. Water Hazard turns into Ben and says that the 'big bad' must have sent Buglizard. Rook says that he has found where Bubble Helmet is. They go to a seedy place filled with poison gas. Rook puts on a gas mask and tells the aliens to put their appendages up. Ben turns into Terraspin and tells him to cool it with the badge. Terraspin clears the gas, causing the aliens to cough and wheeze. Rook sees Bubble Helmet. Terraspin takes his helmet and gives it to Rook. He says that he'll talk when he can breathe, so Rook gives him his helmet, to Terraspin's annoyance. Bubble Helmet runs 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, Terraspin turning into Ben. The 'big bad' comes to see, revealing himself as Psyphon. Rook is proud that his investigation led them there.

Ben is surprised to see Psyphon, thinking him a weak lackey. Psyphon shocks Bubble Helmet for leading Ben to him. Psyphon orders his thugs to attack Ben and Rook. They attack and Ben and Rook split up. Ben turns into Armodrillo and battles the gangsters. 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 knocks Armodrillo into Undertown and attacks him. He shoots a ray that causes Armodrillo's arm to swell and start going crazy. Khyber watches and tells Buglizard to end the battle, saving Ben for him. Armodrillo grabs a fuse box and turns into Ben. Buglizard arrives and Psyphon, scared, flees. Rook arrives and chases Psyphon. Ben turns into Shocksquatch. Rook and Psyphon battle, with Psyphon wanting Rook's armor. Shocksquatch battles Buglizard and they fall into the tunnels. 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 turns into Ben and Rook arrives with Psyphon, telling Ben that he made a wisecrack. Buglizard escapes in a cloud of gas. He flees to Khyber's ship, where he turns into Francis. The ship is full of trophies of KHyber's past conquests. Khyber says that Francis did well, and that Ben will be their greatest trophy. Back in Bellwood, the gang is arrested, with Psyphon insisting that he doesn't know what Buglizard was. Rook offers Ben chili fries, causing Ben to embrace him as his partner.


  • Ben transforms into NRG, Water Hazard, Terraspin, Armodrillo, and Shocksquatch for the first time in Omniverse
  • Khyber's Pet transforms into Buglizard for the first time
  • Ben accepts Rook as his partner
  • Patelliday and Psyphon are introduced in Omniverse
  • Tummyhead is introduced
  • The gang is arrested



  • Aliens
  • Ben Tennyson
  • Rook Blonko
  • Magister Patelliday
  • Max Tennyson


  • Liam
  • Fistina
  • Khyber
  • Francis
  • Bubble Helmet
  • Psyphon
  • Tummyhead


  • NRG
  • Water Hazard
  • Terraspin
  • Armodrillo
  • Shocksquatchh

Nemetrix AliensEdit

  • Buglizard