Ben 10-Generator Rex: Heroes United is a crossover episode animated in Generator Rex's art with an appearance of Ben Tennyson.


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. Just then, Six appears with the creature, which self-destructs and renders him leaving Rex mortified and angered.

Diamondhead Alpha

At the hideout, Holiday explains that the creature was Nanite in origin, but somehow completely different from an EVO. Ben, who appears to be 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 (instead that's "Bob's Biscuit Barn"), 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.

Rex Ben Jackets

Rex and Ben accidentally wear each other's jackets.

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 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.


Upgrade merged wih Rex

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, meets Rex Salazar, and meets other characters of his Universe.
  • Ben fights with Rex against Alpha.
  • Ben transforms into Shocksquatch for the first time, and Rex uses the Upgrade Suit for the first time.
  • Two of Ben's aliens in the original series return. (XLR8 and Upgrade)
  • Ben turns into Upgrade and merges with Rex.
  • Alpha absorbs Rex's Omega nanite and becomes Alpha-Omega.



  • Alpha
  • Alpha/Omega (Evolution)

Aliens Used

By Ben

Flashback only aliens

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 (singing a theme song to the tune of Ben 10): 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


  • Rex: 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: You get an upgrade! (transforms into Upgrade)
  • Rex: Hey, what are you.. (Upgrade go inside Rex's body) Whoa, okey, that feels weird. (Upgrade changes his body into a suit) Wow, what suppose to happen now? (Upgrade's head appear on Rex's left arm, make Rex shock) Uaa.. don't do that, you freaking me out.
  • Upgrade: Build something!
  • Rex: (Rex made a smack hand on his right arm) Soweet, so what's the plan?
  • Upgrade: You build stuff, I make it better. Fight fight fight, We win!
  • Rex: Works to me! (Rex make a Boogie Pack an flying) Woohoo..

Quotes Right


Ben: There's no Mr.Smoothy.

Rex: You are totally getting punk-busted

Quotes Right


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

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

Quotes Right


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

Ben: (Tries to throw a tiny rock at Alpha, but misses, and hits Rex)

Rex: Do something - BETTER!

Ben: I could try calling it names!

(Later) Ben (to AlphaHumungasaur) : Hey jerkasaur ..... you are a loser.

Quotes Right


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!

Quotes Right


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

(Large swirl of gray wind appears)

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

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

Quotes Right


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)

Quotes Right


Rex: What happens when the best you could do just isn't enough?
Ben: You get an Upgrade!

Quotes Right


Ben (as Humugousaur to Rex) : You and your partner is quick going right now and I will keep the pounding to a minimum.

Rex: I was gonna say the same thing only in spanish

Quotes Right


  • When Ben transformed into Upgrade, the Ultimatrix symbol wasn't there at all.
  • When Ben and Rex were on the building, Lodestar's mouth was open when the billboard started to fall.
  • In the flashback, Stinkfly's Ultimatrix symbol is on his head (though since it is his original design it could be argued if this was intentional), both Echo Echos have different lip colors, Goop's anti-gravity disk is gone, also Big Chill's wings are gone and so is his chest plate, Chromastone's mouth is green, Upgrade's lines aren't glowing, one of the eyes of Ripjaws is pink while the other is green, Diamondhead's spikes are missing, the dashes coming off of Cannonbolt's eyes were green instead of black, Spidermonkey has no arms, Brainstorm is tiny, Wildmutt is missing teeth in the middle and Heatblast looks like the one in the original series because the rocks on his body don't seem as dark and the flames look less bright although the eyes are not connected to his head unlike the original series,AmpFibian's face/head patern is different,the zigzags on Jetrays body are straight lines instead.
  • 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.
  • When Big Chill was talking to Rex after escaping from Providence the inside of Big Chill's eyes were light green and the outside was dark green, but when he froze Rex's fist the inside of his eyes were dark green and the outside was light green.
  • In the flashback, Ben twice implied that the DNA is inside it. But it's really inside the Codon Stream on Primus. So in other words its connected to a server.


  • This special is the second Cartoon Network crossover after the 2007 crossover special: The Grim Adventures of the KND.
  • Rex confirms that Ben's jacket is very tight. However, it should be noted that Rex is noticeably taller than Ben which also explains why Rex's jacket looked bigger on Ben.
  • However, Ben said that Rex's jacket smells like bananas. It is unknown why.
  • Ben and his alien counterparts are animated in the art style of Generator Rex.
  • In the flashback, if you look in the background, you see Way Big's head.
  • The crossover is "a part of Generator Rex's regular production cycle".
  • The lake where Rex was thrown by Humungousaur resembled the symbol of the Ultimatrix.
    File:Ultimatrix like lake.png
  • 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 episode since the original series where Ben doesn't call out any of his known alien's names. The only reference to the names was when Humungousaur said "You just made a HUMUNGOUS mistake!", when Rath said "The Rath attack." and when Ben said "You get an Upgrade."
  • 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 sung in the original Ben 10 series.
    • Rex also shortened Generator Rex in the name of the show to Gen Rex so the song can sound alike.
  • Since the original Ben 10 series, the crossover episode has shown the most transformations Ben has ever made into the original 10 line-up in a single episode.
  • When Caesar ejects Ben and Rex from the ship and Ben returns to human form from Cannonbolt he mentions Cannonbolt's Species.
  • Ben gained nanites from his time in Rex's world. Also if you notice the scene where Rex was trying to cure him he injected his nanites and was left in their by accident in their battle. Also the nanites are inactive at this time.
  • the Title might have been based on the Superman/Batman Heroes United mobile game.

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...
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