Ben 10 Planet

Ben 10-Generator Rex: Heroes United

Revision as of 14:37, August 14, 2012 by Andreas smithers (wall | contribs)

3,470pages on Ben 10 Planet
Ben 10-Generator Rex: Heroes United
Heroes United Opening
General Information
Original broadcast November 25, 2011
Written by Man of Action
Directed by Chris Graham
Kenji Ono
Gallery Cast [[Errors/{{{series}}}#Ben 10-Generator Rex: Heroes United|Errors]]

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

Diamondhead fighting 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 controlling the nanites during the Nanite project, but it's nanite form is unsustainable and every mechanical body it built burnt out in short amount of time. Alpha attempted to take organic body forcing Caesar to banish it to another 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. Ben saves Rex by becoming Cannonbolt, and the two return to base when Alpha invades to absorb the E.V.Os inside for their nanites, hoping to gain control of Rex's as it knows he holds the key to it creating a sustainable body. 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 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 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; absorbing 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, "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.
  • 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.


Flashback Characters


  • 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!
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 go 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 appear on Rex's left arm, make Rex shock) 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: Theres no Mr. Smoothy here. Thats mesed up.

Rex: My partner is in a coma. If your stressing over a frozen drink, YOU ARE TOTALY 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 Alpha Humungasaur) : 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


Ben (as Humugousaur to Rex) : You and your partners are gona 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


  • When Ben and Rex were on the building, Lodestar's mouth was open when the billboard started to fall.
  • When Ben transformed into Upgrade, the Ultimatrix symbol wasn't there at all, but when Upgrade merged with Rex, the Ultimatrix symbol appeared.
  • 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 one scene, Diamondhead's head has an error.
  • 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 one scene, Rath has five fingers.
  • 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, 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, and Wildmutt is missing teeth in the middle.
  • In the flashback, Rath's fur is gone, while when not in the flashback, his fur is there.
  • In the flashback, Ben twice implied that the DNA is inside the Omnitrix\Ultimatrix. But it's really inside the Codon Stream on Primus. So in other words it's connected to a server. Which makes it a little strange how the Ultimatrix can connect to a planet that's not even in the same dimesion. He also refers to the watch as the Omnitrix in the flashback.
  • When Ben reverts from quite a few aliens in this crossover, the sound of the Ultimatrix being activated and then hit down is played.
  • In the flashback, Ben says that Kevin, Gwen and he are the Plumbers and did not mention that it is not just them who are the Plumbers. Also, even though Grandpa is shown in the picture of the Plumbers, Ben does not mention him.


  • Rex's "theme song" is taken from the theme song of the original Ben 10 series.
  • 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.
  • After XLR8 saves Holliday, he could have easily transformed straight into Four Arms. It is unknown why he didn't do this.

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 gone rogue ...
    • 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. ***Good main villain. ***Thorough action scenes. ***...
    • My pros and cons on the crossover: Pros: *Upgrade *New alien debut *XLR8 *Upgrade *Amazing fight scenes *Awesome animation *New awes...

Around Wikia's network

Random Wiki