The More Things Change: Part 2
Rook and Ben running
General Information
Original broadcast September 22, 2012
Series Ben 10: Omniverse
Episode number 2
Overall episode number 152
Written by Matt Wayne
Dwayne McDuffie

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


Rook jumping

Following where the previous episode left off Ben Tennyson and Rook Blonko are chasing Fistina, Bubble Helmet, and Liam through the newly discovered Undertown. The duo eventually corner Liam in a subway tunnel and demand answers. Unfortunately 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 Ben 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 when the market place comes under attack by the Shape shifter he encountered earlier taking on the form of Buglizard.

Help me!

Water Hazard battling 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. The shape Shifter's master Khyber soon realizes that the fight is two against one and recalls his pet until a time where he can attack Ben alone. Rook explains that his investigation revealed a bar where Bubble Helmet freqents and should be there now.

Terraspin in More Things Change

Terraspin in the bar

The bar in question as it turns out is for patrons who require a toxic atmosphere to breath. 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 reattach's 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 bussinesses 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 in More Things Change

Armodrillo battling Psyphon and his gang

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 berzerk and forces Ben to turn back to normal. The fight soon spills out into the market place again. At this point Khyber sends in his pet as Buglizard again to separate Ben from Psyphon and Rook the latter two taking the fight to a abandoned part of Undertown.


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 electrocuting 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.

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 whom 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.

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

Major EventsEdit

Omnitrix Alien DebutsEdit

Nemetrix Alien DebutEdit



Aliens UsedEdit

By BenEdit

By Khyber's PetEdit



Water Hazard: Ow... Water Hazard? Why can't I ever get Humungousaur?
Quotes Right


Kineceleran: Hey mommy, I got a bloody nose.
Kineceleran 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 ok, 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 scuzzbuckets (turns into NRG)
Quotes Right


NRG: Nice going Rook eh for a newbie I mean, (walks over to Liam) now talk whose behind those alien shakedowns?

Liam:Bah bah 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


  • The colors of the Omnitrix symbol are interchanged in four scenes:
  • 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 missing.


  • The title of this episode is based on the saying "The more things change, the more they stay the same."


  • It is revealed that Terraspin can survive poisonous gas.


See AlsoEdit

Previous episode Next episode
The More Things Change: Part 1 A Jolt from the Past

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