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Ben 10-Generator Rex: Heroes United

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This article is about the crossover. You might have been looking for Heroes United (Online Game).
See Also
An article about Ben 10/Generator Rex: Heroes United can also be found on the Generator Rex Wiki.

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


The story begins with a mysterious rift opening in the skies above New York City, attracting the attention of Providence. 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, at the same time, is unable to do anything before Rex arrives with Six and Bobo. Rex attempts to touch the rift to see if it has something to do with nanites when Holiday then gets a scan that shows something is coming through the rift, and Rex finds himself face to face with Humungousaur, who knocks Rex back into the park beneath them. 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. Just when Rex thinks he has the upper hand on the monster, Humugousaur transforms in a flash of light to into Diamondhead. Rex attempts to cure Diamondhead but to no avail, which surprises Rex.

Meanwhile, Six engages the creature and manages to cut a piece of it off, and when Holiday's scans give insufficient data, is given to Rex's older brother, Caesar. The hero's battle then winds up on the Brooklyn Bridge after Rex lands a well-placed punch. Diamondhead gets up and transforms into Lodestar, attempting to counter his opponent's metal-based abilities. However, Rex quickly adapts and blasts Lodestar with his Slam Cannon into a Billboard. It breaks free of its binding, which forces the two to stop fighting, with Lodestar transforms into Rath to save news reporter, Diane Farah while Rex saves the other civilians. Rex then literally gets the drop on Rath and once again attempts to cure him of his nanites, only for it not to work again. After attempting to explain himself, Rath decides to transform back into his true form, Ben Tennyson. Ben is shocked to learn that no one knows about him. Just then, Six appears with the mechanical creature from before, which self-destructs and renders him comatose and Rex mortified and angered.

Diamondhead Alpha

Diamondhead fighting Alpha.

In Providence HG's infirmary, Holiday explains that the creature was Nanite in origin, but somehow completely different from any EVO they have ever encountered. White Knight points out that part of it got away and that they were now searching for it. Ben says he knows where it's going and then suggests that they are dealing with a parallel universe issue. Holiday doubts this assumption, stating that parallel universe is just a theory to which Ben replies that he has traveled to many of them. Rex threatens Ben and explains that there is no way Ben can escape, but Ben manages to transforms into Big Chill to do so and flies off with Rex in hot pursuit. Big Chill visits the area where Bellwood should be and transforms back into Ben, and finding that himself, Gwen, Max, and Kevin do not exist in this world, nor does Mr. Smoothy (instead it is "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. Caesar 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, the first nanite, and a creation of Caesar's. The Alpha Nanite then begs Caesar to help him stabilize a new body to which Caesar refuses. Ben as Diamondhead knocks Alpha away from Caesar and manages to force Alpha to leave.

After escaping the creature, Caesar explains that he created Alpha as a means of controlling the nanites during the Nanite project, but it's the nanite form which is unsustainable and every body it builds burns out in short amount of time. When Alpha attempted to take organic bodies, this forced Caesar to banish it to another empty dimension.

Ben surmises it must have been the Null Void where it wound up, and that Alpha must have possessed alien life to sustain itself. Caesar explains that the damaged ray gun was to stop Alpha, who then attacks and destroys his research pod. Caesar escapes via the escape pod, leaving behind the two heroes. Ben transforms into Cannonbolt and saves Rex, to which the latter complains of the smell. Alpha then attacks Providence in order to absorb the E.V.Os inside for their nanites. When Ben and Rex arrive, they fight the Alpha where it attempts to absorb Rex's Omega Nanite but fails. Ben and Rex eventually manage to drive Alpha off, and then slowly bond after sharing their origins during a small game of hoops.

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 largest concentration of active nanites on the planet after the Nanite Event. White Knight and the heroes 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 monster that begins to attack the three of them. Alpha is unable to absorb Rex's Omega Nanite so he decides to hack Ben's Ultimatrix which gives him access to his own Nanite corrupted version of it and 3 of Ben's strongest aliens, Heatblast, Four Arms, and Humungousaur. During the battle, Ben transforms into a new alien named Shocksquatch, which only lasts a few seconds but enough to stop Alpha momentarily. Using an odd form of teamwork, 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 calling itself Alpha-Omega; the beginning and the end.


Upgrade merged with Rex

As the now nearly unstoppable Alpha-Omega rampages through the Bug Jar; synthesizing the ruined structures in order to create new nanites for itself, Rex has doubts about himself now that his most powerful builds are gone. Ben, however, comes up with a plan, and transforms into Upgrade and merges with Rex, After a couple seconds, the duo then take on the Alpha-Omega, to which they hold their own for a short while. At the last minute, Rex and Upgrade do a final bout of teamwork, manage to nail Alpha-Omega directly in his Omega Nanite, which forces the monstrosity into a large cloud-like entity. Rex then uses his ability to begin to dense the nanite cloud into a ball. While this happened, Caesar appears and extracts the Omega Nanite. Attempting to dispose of Alpha, Caesar then opens a rift for Ben, who transforms into Murk 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 epilog, 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.

Noteworthy Events

Major Events

  • Ben travels to an alternate universe and meets Rex Salazar, as well as other characters from his universe.
  • Ben fights with Rex against Alpha.
  • Shocksquatch is unlocked and makes his first appearance.

Ultimatrix Alien Debuts


Flashback Characters


Aliens Used

By Ben

Flashback Only Aliens

By Alpha



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 to the theme of the Ben 10 theme song) 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!
Rex: Weren't you listening? Alpha has the Omega.
Ben I'm not talking about a Nanite here. (transforms into Upgrade)
Rex: Hey, what are you... (Upgrade goes inside Rex's body) Whoa, okay, that feels weird. (Upgrade changes his body into a suit) Whoa. What suppose to happen now? (Upgrade's head appears on Rex's left arm, making Rex shocked) Uaa.. don't do that, you freaking me out.
Upgrade: Build something!
Rex: (Makes a Smack Hand on his right arm and it grows spikes) Sweeeet, so what's the plan?
Upgrade: You build stuff, I make it better. Fight fight fight. We win!
Rex: Works for me! (Rex make a Boogie Pack and goes flying) Woohoo!

Quotes Right


Ben: There's no Mr. Smoothy here. That's messed up.
Rex: My partner is in a coma. If your stressing over a frozen drink, YOU ARE TOTALLY GETTING PUNK-BUSTED!!!

Quotes Right


Rex: I could use an alien right now! (gets 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!
Ben: (to Alpha Humungousaur) 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)
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... (talking about Alpha)
Diamondhead: Game over. Understood!
Rex: It already tried to eat me - that didn't work.
White Knight: That thing was made to control machines.

Quotes Right


Humungousaur: You and your partners are gonna call it quits right now, and I'll keep the pounderizing to a minimum.
Rex: I was gonna say the same thing, only in Spanish.

Quotes Right



  • The Ultimatrix symbol is shown to be a glowing yellow (instead of green) and black throughout the episode.
  • Ben does not shout the names of any of his transformations in this crossover.
  • The part where Ben transforms into Rath for the second time was cut in the Asian and Polish version.
Ben 10: Ultimate Alien Episodes
Season 1
FameDupedHit 'Em Where They LiveVideo GamesEscape from AggregorToo Hot to HandleAndreas' FaultFusedHero TimeUltimate AggregorMap of InfinityReflected GloryDeepWhere the Magic HappensPerplexahedronThe Forge of Creation...Nor Iron Bars a CageThe Enemy of My EnemyAbsolute Power: Part 1Absolute Power: Part 2
Season 2
The Transmogrification of EuniceEye of the BeholderViktor: The SpoilsThe Big StoryGirl TroubleRevenge of the SwarmThe Creature from BeyondBasic TrainingIt's Not Easy Being GwenBen 10,000 ReturnsMoonstruckPrisoner Number 775 Is Missing
Season 3
The PurgeSimian SaysGreetings from TechadonThe Flame Keepers' CircleDouble or NothingThe Perfect GirlfriendThe Ultimate SacrificeThe Widening GyreThe Mother of All VreedlesA Knight to RememberSolitary AlignmentInspector 13Enemy of My FrenemyCouples RetreatCatch a Falling StarThe Eggman ComethNight of the Living NightmareThe Beginning of the EndThe Ultimate Enemy: Part 1The Ultimate Enemy: Part 2
Heroes United

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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