Teaser: As a flashback to the episode "The More Things Change" (Part 1), it is revealed that during a fight with Eleven-Year Old Ben Tennyson, Malware touched the Omnitrix symbol on Four Arms. After the battle, he went to Dr. Psychobos and made him create a prototype Omnitrix, the Nemetrix. Dr. Psychobos plans to create the Nemetrix so that he can best his rival Azmuth and prove that the Cerebrocrustaceans are much smarter than the Galvans.
Main Plot: Back in the present after a heated argument, Ben and Rook go their separate ways giving Khyber his best chance to capture Ben. After a long battle, Ben is forcibly changed back into his human form and supposedly falls unconscious. A victorious Khyber intends to take Ben to his employer.
Omnitrix Alien Debuts: Stinkfly (16 Year Old Ben), Ball Weevil (official debut)
Nemetrix Alien Debuts: Terroranchula (Predator to Ball Weevil) 
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