This episode starts with a Galvan teacher telling the children of the Galvan about the Omnivoracious. Meanwhile The Faction takes the DNA of an Omnivoracious for the Nemetrix. On Earth Ben and Rook are patrolling and Ben tells Rook to ask him anything and Rook asks about Feedback, which Ben doesn't want to talk about. In present day The Faction infiltrates the museum and try to take Azmuth but instead he teleports Ben and Rook to the museum. Azmuth copies a whistle from a bone and Khyber whistle again and again making Zed tired. Khyber and Dr. Psychobos have a fight and Zed turns to Vicetopus and takes Dr. Psychobos.
Ben tells the secret of Feedback: When Ben was eleven years younger, he liked Feedback so much that Azmuth, Max, and Gwen warned him not to over use it. He had a fight with Malware and he took him out from the Omnitrix and killed him. Angered, Ben puts his Omnitrix into Malware and he seemingly perished from the overload. Back in the present, Khyber's takes the Nemetrix from Zed and mysteriously escapes. The group arrests Dr. Psychobos, who warns Azmuth that the planet and his species are about to become extinct. Galvan Prime's moon, Galvan B explodes with everyone shocked and surprised.