Ben 10-Generator Rex: Heroes United is an extended episode of Generator Rex with a guest appearance of Ben 10. It aired on November 25, 2011, Black Friday.


File:Ben-10 Generator-Rex-Crossover.jpg

The story begins with a mysterious rift opening in the skies above New York City. Meanwhile, Rex is sparring against Agent Six, while musing about his need for a "Theme song" (and briefly performing a take on the original Ben 10 theme song) before getting the alert about the rift. Providence appears on the scene to stop the rift, but are unable to do anything before Rex arrives with Six and Bobo. Holiday then gets a scan that shows something is coming through the rift, and Rex finds himself face to face with Humungousaur, and the two begin battling it out in Central Park. During their skirmish, a strange metallic creature also appears and heads into the city, with Bobo and Six on its trail while Rex continues to battle Humungousaur, who changes into Diamondhead, much to Rex's shock. Rex is also troubled by the fact that his ability to cure has no effect on his opponent.

Meanwhile, Six engages the creature and manages to cut a piece of it off, which is then taken by Rex's brother, Caesar. Rex and Diamondhead then wind up on the Brooklyn Bridge, where the latter changes into Lodestar before the fight takes to the rooftops. However, a falling Billboard forces the two to stop fighting, with Lodestar becoming Rath to save news reporter, Diane Farah. Rex then literally gets the drop on Rath and once again attempts to cure him of his nanites, only for Rath to change into his true form, Ben Tennyson. Ben is shocked to learn that no one knows about him, despite his claim of being famous, but Six appears with the creature, which self-destructs and renders him comatose, leaving Rex mortified and angered.

At the hideout, Holiday explains that the creature was Nanite in origin, but somehow completely different from an EVO. Ben, who has been contained by Rex, escapes as Big Chill after failing to gain the group's trust, and flies off with Rex in hot pursuit. The two clash, while being tailed by a strange ball of red energy. After visiting the area where Bellwood should be, and finding that himself, Gwen, Max, and Kevin do not exist in this world, nor does Mr. Smoothy, Ben finally comes to grasp that he must be in an alternate dimension, and Rex and he finally come to a truce. Cesar then appears and seemingly prepares to attack the two with a ray gun, which was actually intended for the energy ball, which is revealed to be the Alpha Nanite, a creation of Caesar's.

After escaping the creature, Caesar explains that he created Alpha as a means of manufacturing nanites that could adapt for any scientific need, but became unstable as it developed sentience, forcing Caesar to banish it to another dimension. Ben surmises it may have been the Null Void where it wound up, and that Alpha must have absorbed alien life to develop its current form. Caesar explains that the damaged ray gun was to stop Alpha, who then attacks and destroys his flying lab. Ben saves Rex by becoming Cannonbolt, and the two return to base when Alpha invades to absorb the EVOs inside for their nanites, hoping to gain control of Rex's as it knows he holds the key to it obtaining perfection. Ben and Rex eventually manage to drive Alpha off, and then slowly bond after sharing their origins during a small game of basketball.

White Knight then reveals that Alpha has gone to the Bug Jar, which is the second-largest concentration of active nanites on the planet after the Nanite Event. Rex, White Knight, and Ben arrive, only to find they are too late to stop Alpha from absorbing the nanites of all the EVOs that were in the Bug Jar to become a colossal giant that began to attack the three of them. After an intense battle, Alpha begins to attack Rex in order to take control of his Omega Nanite. During the battle, Ben gains the form of Shocksquatch, but then temporarily loses his powers when Alpha hacks into the Ultimatrix through the inactive nanites that Ben absorbed earlier in order to create his own corrupted version that allows Alpha to take on Nanite powered versions of Heatblast, Four Arms, and Ultimate Humungousaur. After a tough battle, Rex is able to disable Alpha's imitation Ultimatrix powers, but is ensnared by his enemy and robbed of his Omega Nanite, leading to Nanite Alpha to transform into a colossal crab-centaur-like being that called itself Alpha-Omega; the beginning and the end.

As the now nearly unstoppable Alpha-Omega rampages through the Bug Jar; absorbing the ruined structures in order to create new nanites for itself, Rex has doubts about himself now that most of his builds are gone. Ben however comes up with a plan, and transforms into Upgrade and merges with Rex, "You build stuff, I make it better. Fight fight fight, we win." The duo then take on the Alpha-Omega, weakening it
enough for Rex to finally condense Alpha into a sphere of matter that weighs several tons. While this happened, Caesar appears and extracts the Omega Nanite. Attempting to dispose of Alpha, Caesar then opens a rift for Ben, who changes into Upchuck and swallows the compacted Alpha as he departs to the Null Void and back to his own Earth, but not before weirding out Rex one last time.

In the epilogue, Rex is overjoyed that Six has recovered, and wonders if he'll ever see Ben again. Six suggests that they possibly will, if fate had ordained for them to meet once already. Caesar appears and reinjects the Omega Nanite into Rex, who fears that it may actually be the Alpha Nanite, although Caesar assures him that there is a 99.998% chance that it is Omega. Finally, in the depths of the Null Void, Alpha begins to stir within its prison of matter, causing it to glow and crack apart.

Major Events

  • Ben travels to an alternate universe and meets Rex Salazar.
  • Ben transforms into Shocksquatch for the first time, and Rex uses the Upgrade Suit for the first time.
  • Two of Ben's original aliens return (XLR8 and Upgrade).
  • Ben turns into Upgrade and merges with Rex.



Aliens Used

By Ben

By Alpha

Rex's Machines Used



  • Rex: You'd like to give me a hand?
  • Ben: How about four? (Transforms into Four Arms)
  • Rex: I'm starting to like the way you think Ben 10.

Quotes Right


  • Rex: You are totally getting punk-busted!

Quotes Right


  • Rex (singing): It started when the nanites went ka-pow upon the scene

Transforming all the lifeforms like nothing you've ever seen but there's one lucky hombre that can make them build machines He's Gen Rex.

Quotes Right

Ben: There's no Mr.Smoothy.

Rex: You are totally getting punk-busted!

Rex: I could use an alien right now! (being absorbed by Alpha Nanite)

Ben: Great idea! But a certain nanite monster busted my watch!

Rex: Do something-ANYTHING! (being absorbed by Alpha Nanite)

Ben: (Throws a tiny rock at the Nanite Alpha, with no effect)

Rex: Do something-BETTER!

Ben: I could try calling it names!

Ben: It started when the Omnitrix fell out of the sky; I was only ten years old.

Rex:Six years ago, the Nanite Event changed everything!

Ben: And there's alien DNA in the Omnitrix!

Rex: And that's how I could build stuff with the micro machines in my body!

Ben: Now Kevin, Gwen and I are the Plumbers!

Rex: Plumbers? And I thought Providence was a dumb name!

Both: HA HA HA!

Rex: But the Bug Jar is shielded.

White Knight: Not anymore.

Rex: So much for waiting. Let's do this!

Ben: If this is the Bug Jar - where are the bugs?

Ben (as Diamondhead): Whoa, what do you call that?

White Knight: I call the entire nanite population of the Bug Jar.

White Knight: Don't let it get to Rex-if it drains his nanites. (speaking about the Nanite Alpha)

Ben (as Diamondhead): Game over. Understood!

Rex: It already tried to eat me-that didn't work. (Talking about the Nanite Alpha)

White Knight: That thing was made to control machines. (Talking about the Nanite Alpha)


  • Rex: Sweet, so what's the plan?
  • Ben: (as Upgrade) You build stuff, I make it better. Fight fight fight, We win!

Quotes Right

Rex: What happens when the best you could do just isn't enough?

Ben: You get an upgrade!


  • When Ben transformed into Upgrade, the Ultimatrix symbol wasn't there.
  • When Ben and Rex were on the building, Lodestar's mouth was open.
  • In the flashback, Stinkfly's Ultimatrix symbol is on his head (though since it is his original design it could be argued this was intentional), both Echo Echos have different lip colors, Goop's anti-gravity disk is gone, also Big Chill's wings are gone, Chromastone's mouth is green, Upgrade's lines aren't glowing, and one of the eyes of Ripjaws is pink while the other is green.
  • When Rex is first holding Six his glasses are off and his eyes are closed, then when Rex tells Ben it was all his fault Six has his glasses on.
  • In the flashback, Rath's fur is gone, while when not in the flashback, his fur is there.
  • XLR8 was bigger than usual. However, this could just be because Ben is now older and bigger himself.


  • Ben and his alien counterparts are animated in the art style of Generator Rex.
  • The crossover is "a part of Generator Rex's regular production cycle".
  • A lake where Rex was thrown by Humungasour resembles the symbol of the Ultiamatrix.
  • Diamondhead turns his arm into a diamond cluster when fighting Rex that is similar to a toy part coming with the new Diamondhead action figure.
  • This is the first time we see Ben turn into Shocksquatch.
  • This is the first episode since the original series where Ben doesn't call out any of his known alien's names.
  • Gwen, Kevin, and Grandpa Max appear in flashback as well as a variety of Ben's aliens. A flashback of 10-year-old Ben was also shown.
  • There is no transformation sequences of Ben's aliens, however there is a transformation sequence for Alpha Heatblast.
  • Ben seems to revert back to human form, then transform into another alien right after being captured by Providence.
  • The Null Void is seen at the end of the special, hinting at Alpha's return. Ben's World was also revealed during Ben's Flashback.
  • None of Ben's Ultimate Forms appear in the special, even though three aliens that do appear (Humungousaur, Big Chill and Cannonbolt) have Ultimate versions.
  • AmpFibian is the only alien in the flashback to be from the Andromeda 5.
  • Alpha's form, color and constant need of energy is similar to P'andor's.
  • When Alpha nanite takes the Omega, Rex says "My most powerful builds came from the Omega nanite. A lot of people are going to get hurt and I can't stop it. What happens when the best you can do just isn't enough.", Ben says "You get an upgrade". This parallels to when Ben got his Omnitrix taken from him by Vilgax and he had to get "an upgrade" by taking the Ultimatrix from Albedo. However, here Ben is talking about using Upgrade.
  • Rex's "theme song" sounds extremely similar to the one sang in the original Ben 10 series.

See Also

Start a Discussion Discussions about Ben 10-Generator Rex: Heroes United

  • Alternate Universes

    28 messages
    • Well I heard it straight from my TV and here's what Ben 10,000 exactly said-"Ben, where's Paradox? The Chronosapians have g...
    • Maltruence, you mean. XD I do like your theory, though.
  • Heroes United vs T.G.I.S

    5 messages
    • *''Heroes United'' **Pros ***Good designs for the ''Ben 10'' characters. ***Good flow of the plot. ***G...
    • My pros and cons on the crossover: Pros: *Upgrade *New alien debut *XLR8 *Upgrade *Amazing fight scenes *Awesome animation *New awes...
Community content is available under CC-BY-SA unless otherwise noted.