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BEN 10 / GENERATOR REX
Heroes United

You need pay an attention.

I'll tell you what I Need.

More training?

Your swing is getting a little
Sloppy.

Not what I was thinking,
but thanks for the tip.

Two words for you, Six --
theme song!

Theme song?

Break my stuff, and I will ruin you.

Things have been pretty
Good for me lately.

I have a home, friends, family.

The only thing I need now is my
own theme song.

I got your theme song.

I'm serious.

Every hero should have
a theme song.

I've been working on one,

though you probably won't hear it
over the ringing in your ears.

♪ It started when the nanites
went Ka-Pow! upon the scene ♪

♪ transforming all the life on
earth like nothing that you've seen ♪

♪ but there's one lucky hombre
who can make them build machines. ♪

♪ He's Gen Rex. ♪

It's... catchy.

It's good to see you happy, Rex.

Just remember that in this
world, right now, all of those

things can be taken away in an
instant.

If that was your attempt
at inspiring me, Six, you need a

little more practice yourself.

How quickly can we get to manhattan?

Providence!
It'll be okay now, sweetie.

Dr. Salazar, what am I looking at?

You want the truth?
For the first time since I was

6 years old, I haven't a clue
what I'm looking at.

What is going on here?

Don't know, but I wish
I'd brought my tanning butter.

Cut the chatter.

I would, but ripping on

Black Knight is the only thing
keeping me from freaking out.

This isn't our usual deal.

Just make sure Providence
doesn't shoot me in my butt

while I'm off saving theirs.

Huh?
So... I smash that?

I don't know.
I -- wait.

I'm picking up bio-organic
energy inside the event.

Whoa! Whoa! Whoa!

Have you anything to say
yourself before I commence with

the face-stomping?

Yeah.

You just made a humungous
mistake.

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Stay down if you know what's
good for you.

I'll show what I'm good at, pale.

Rex, I'm getting more fluctuations from you
next. Something is coming out.

I see it, Doc.

You and your partners
call it quits right now,

and I'll keep the
pounderizing to a minimum.

I was gonna say the same
thing, only in Spanish.

You take the hunk of junk, Six.
"Big ugly" is mine.

Hmm.
You want to learn the hard way?

Lesson one -- dangerous aliens
are not welcome on my planet!

Black Knight, target locked and weapons
are charged. Firing on your mark.

If anything you've got
focused on that rift.

Nothing else comes out of there.

Pawns, get those evos alive.
I need answers.

Caesar...

The physics are
amazing.

Like a star in collapse, it --

I'll buzz you back.

Don't hang up on me, Caesar.

Bring Salazar to me -- now!

Hands full?
My team is here to help.

You'd be well advised to let them.

You'd be
well advised to get off my

screens, White Knight.
I'll see you tried for treason.

While you're
filing the paperwork, we'll be

saving New York.
Join us or stay out of our way.

You can punch.
I'll give you that.

You alien wannabes should know
better by now --

mess with Ben, you get the ten.

Aliens?! The ten?!
Great -- another insane Evo.

Providence is all over your
energy-weapon whatever, so let's

see if I can't knock some normal
back into you.

Good luck with that.

Ok, that's weird.

What did you just do to me?

Not sure, but I like it.

HHoliday, are you seeing this?

"Creature feature" just went
bling on me.

Be careful, Rex.

This is something we've never
seen before.

Dianne Farrah.
Broadcasting to you live,

from what appears to be
the end of the world.

So many of us.
What has happened here?

Holiday, what am I looking at here?

Preliminary scans say non-organic.

It appears to be entirely mechanical.
I'll need a closer look.

I'll see what I can do.

Lucky punch.

Don't believe in luck.
Now hold still so I can cure you.

You're talking crazy, and I'm not sick.

We're wasting time.

Metal, meet magnetism.

Magnets, huh?

Well, there's no metal in pavement.

It's gone, but I found this.

I'm not exactly
sure what we're looking at here.

I don't even know if this is
made with an element I've ever

seen before.
Getting some kind of a residual

nanite signature, but this is
definitely not an evo.

Caesar...

We could use a little help here.
What is it?

The fragment came
from the machine.

Can u tell us
anything about it?

Yes, but not right now.

For the record...
Most scientists are not like that.

Him.
Father?!

We're not finished yet.

Ow!

- Time-out! Innocents!
- Time-out! Innocents!

Thank you -- who are you?

Seriously?!

I'm the cat who's all that --
the Rath attack!

And about a hundred other things.

Time-in!

Thanks for the assist, but say adios
to your nanites for real, el gato.

Will you stop that?

You...
you're not an evo?!

Let me tell you
something, robot boy!

I have no clue what an evo is.
I'm just trying to do my thing.

Destroy our city?

Destroy?!
You really haven't heard of me?

I'm Ben Tennyson.

Ben 10. Like...
the biggest hero in the world?

Six!

Everybody down!

Six!

Six! Hold on!
Holiday, Six is down.

Six is down.
This is all your fault!

Holiday?

I'm doing
everything I can, Rex.

But we have to focus on the
bigger picture.

Six would want us to.

Figures the only time I do
what Six would want, he's in coma.

I'll be having the pleasure of helping

Providence figure out how to
close the rift.

The rest of you can deal with
that machine.

It got blown to bits
along with Six. Remember?

Don't be so sure.

Someone needs to find out what
that is and where it went.

I can do that.

You ain't doin' nothi'
but sittin' pretty and shuttin' up.

And if Six doesn't pull through,
you won't even be able to do that.

I'm sorry about your
friend -- honestly.

Obviously, he's important to you.

But I have no clue what's even
happening here.

I'never heard of Providence...
or evos or...

One minute I'm doing a tv
Interview, the next --

hole in the sky, flash of light, and I'm
punching out a mecha-monster.

Then I end up in a world where
nobody knows me.

He might
actually be telling the truth.

Ben's nanite-absorption level

indicates that he came through
that rift without any.

I thought White Knight
was the only living thing on

Earth that's nanite-free.

So, you mean I have
those things in me now? Great.

Where's my space suit?

You'll live.

It still doesn't explain how you
got here.

We're probably looking
at a parallel-world thing.

Parallel worlds are a theory --
and a shaky one, at that.

Are you serious?
I go to them all the time.

Maybe if you knew where that

mech-alien was from, it might
help prove --

Quit talking.

Exactly.

Nothing's gonna get answered
sitting around here.

In case you hadn't noticed,
we're holding you under house arrest.

You aren't holding me.
I was staying to see how I could help.

You are the only person worried about
someone close to you.

I got this.

Rex, don't!
I hate kids.

Nanite cloud.
These are being drawn in from

the atmosphere.
Now, where are you?

So, it is you.
This is most disturbing.

Why don't you just go back to
where you came from?

I'm trying to, you doof!

Oh, no.
What?

Mr Smoothie isn't here.
That's messed up.

My partner is in a coma.
If you're stressing over

a frozen drink, you are totally
getting punk-busted!

We're in Bellwood,
my hometown -- or it should be.

But it's all... different.

Part of me hoped it wouldn't be,
but this pretty much proves it.

This doesn't prove
anything!

You know the friend you
care about?

Well, I have a cousin,
a grandfather, a best friend that

I care about.
They don't exist here.

I may never see them again.
I'm totally alone.

So, go ahead.
Do your worst.

Maybe we can...
help each other.

You'd do that?

What's that sound?

- My brother.
- Is he like you?

Uh, no.
Caesar's a little crazy and he's

working for the wrong side, but,
otherwise, not so bad.

What constitutes
"not so bad" here on opposite world?

No!
We need that!

To blow my head off?

To stop that!

What is that?

A bad, bad thing.

Why would you
speak of me so, Father?

I am your Alpha.
I came home.

You are pleased?

No.
Not especially.

What has happend here?
Why so many brothers?

We had an accident.

The bodies I build, Father --
they still do not last.

But my brothers are free.
I can control them.

They could help make me
complete.

Rex, stay back!

I am still weak, Father.
I need more.

Will you help me live?

I don't believe so, Alpha.

That...
is a very disappointing response.

Then you really
won't like this one!

Don't let it touch him!

[ beeping ]

You control nanites,
yet you are human.

How is this possible?
Tell me the secret.

Eh, Caesar?
What is that thing?

Why did it call you "Father"?

It's migrating.
We have to follow it -- now!

These were gathered from the
area of the space-time rift, and

you'll find them everywhere
Alpha goes.

I take it those are nanites?

Dead nanites, drained
by the entity you just fought

and, incidentally, the thing
that dragged you here from your Earth.

His Earth?
He really is from a parallel world?

Science class much?

I believe it's been
searching for a way home.

It was possibly attracted to your
weapon before it found its way here.

A powerful device, no doubt.

It's called the Ultimatrix.
It has the DNA of a million aliens.

R-i-i-i-ght. Aliens.

And leprechauns
gave me these goggles!

I'm curious how big brother

knows so much about a thing from
a parallel dimension.

Because I sent it there.

In the early days of the nanite
program, our goal was simple --

Construct micromachines to cure
diseases, grow new cells,

regenerate bones.
But there was a control issue.

Some thought a human-machine
link was the answer.

Others proposed that the
machines could control themselves.

I was in the latter camp.

I developed the Alpha to command
other nanites.

To maximize its effectiveness,

I had to program Alpha to think
for itself.

Does a long explanation

mean something bad on your
Earth, too?

Yep.

Alpha developed its
own consciousness.

It evolved into a unique life
form and wanted a body, but

whatever it built burnt out.
So, when Alpha attempted

possessing living things,
Alpha had to be eliminated.

So, I built a dimensional disruptor.

That sounds like a
"null void gun".

We've got those on my Earth, too.

I designed it to send
the Alpha to an empty space

where it wouldn't do any
more damage.

That's what I was attempting to
do again -- until you destroyed it.

But the null void isn't empty.

It's a prison for intergalactic criminals.

Hmm. I see.

Then, clearly, it found a host
within a mechanical one.

Alpha did always have a way with
machines.

It's been gaining mass and
energy from machines and other nanites.

If it's able to stabilize a host
body, there's no limit to the

amount of damage it can cause.

You've just cooked up
a bazooka thingy, and let's go zap it!

Too late for that, Rex.

We gotta go, brother!

Tell me that's a new weapon.

Caesar!

Do... you... have any idea what it
smells like in there, dude?

I'm sure you can handle

a little arburian musk to save
your nuts and bolts... dude.

Sorry. Thanks.
I'm just -- ugh!

This day started off perfectly.
Now there's aliens, my partner's

in a coma, and my brother's
trying to kill me.

Maybe he was trying to
protect us.

Alpha was right there, and now
it's not.

You're one of those
glass-half-full guys, aren't you?

Here on "crazy earth,"
why not?

Holiday, is Six...?

He's the same,

but the knights have figured out
how to close the rift.

You need to get Mr. 10 back to

New York if he ever wants to see
his home again.

Figures. Just when I
almost considered liking you.

Hold on a second.
You think I'm leaving you like this?

This might not be my Earth, but
it's still Earth... sort of.

Thanks, but this is my
problem, not yours.

Rex, we need you
back at base. It's here.

Come to me, my
siblings.

I'll be back.

The nanites in those creatures --
they are different, powerful.

Your nanites are weak.
I have no use for you.

Where is the boy?

His nanites are off limits.

Do you like give me a hand?

How about four?

I'm starting to like the
way you think, Ben 10.

You cannot keep me
from what I seek.

My brother?
Look around.

He's not here.

The Father is
redundant now that I found you.

I cannot merge!

What makes you so special,
human?

Yes!
You shelter an Omega.

Ya-a-a-h!

That was my leg!

Your move.

The brother wants blow you up,
and she's your friend?

You might be safer on my Earth.

Rex can lose his
builds relatively pain-free.

Are we seriously gonna
just wait around?

It wants nanites.
My nanites.

Holiday thinks it'll come back
for me, but, yeah, I'd rather go

after the thing, knock it into
another dimension.

But your bio-whatevers
need a break. I get it.

Ya missed.

At least you hit the rim
that time.

Yeah, thanks.

So, what happened to
you, anyways?

I was gonna ask you the
same thing.

It started when the
Omnitrix fell out of the sky.

I was 10 years old.

Six years ago, the
nanite event changed everything.

And there's alien dna in
the Omnitrix.

And that's how I can
build stuff with the

micromachines in my body.

Now Kevin, Gwen, and I
are the plumbers.

Plumbers?

I thought "providence" was a
dumb name.

Nice assist.

That's how we get it
done.

Sat scans just
picked up the Alpha.

It's at the bug jar.

The bug jar is shielded.

Not anymore.

So much for waiting.
Let's do this!

Why does my jacket smell like
bananas?

Ugh! This feels tight.

You guys are our best
hope? We're doomed.

If this is the bug jar...

Then where are the bugs?

Whoa!
What do you call that?

I call it the

entire nanite population
of the bug jar.

The power changes life itself --
what foolishness

to give my brothers such a
command.

Preaching to the choir,
buddy.

Don't let it
get to Rex.

If it drains his nanites...

Game over -- understood.

It already tried to eat me.
That didn't work.

That thing was
made to control machines,

and until it burns through them,
it's got every active nanite in

the bug jar at its command.
You think you can stop that?

- We can try!
- We can try!

That thing just hacked
my watch!

You're going to run out
of nanites eventually.

Incorrect, thanks to
the one thing left on this Earth

that can create them --
your Omega.

They thought it could replace me.

Now it will make me whole.

I could use an alien right now!

Great idea, but a certain
nanite monster busted my watch!

Do something --
anything!

Do something better!

I could try calling it names.

Let... Me... Go!

As long as I fight it, it's like

the Alpha and Omega cancel
each other out.

An alternate path is required.

He did it again!

No. It's worse!

Your machine is most
interesting.

Perhaps within I can find a
suitable host.

Can he do that?
I think he just did.

I think he really fried it this time.

Hey!
It's me you want.

You presume so much, brother.

Organics who rely on machines
for their power, I don't need.

The machines themselves --
now, those I will have.

Machines not sold
separately, Alf-alfa.

And stop calling me your brother!

Okay. You got to admit
that looks pretty cool.

Should I try those insults now?

Whoaaa!
Wow, this is unexpected.

Well, blast it or something!

I have no idea what this
alien does. I've never seen it before.

You're not filling me
with confidence.

Oh, yeah. Ye-e-e-s!
Yes, yes!

No, no, no, no, no, no, no!
Oh, man!

Your face looks fractured, White.

Get out of here before it
cracks through.

Not a chance.

Six would have your back.
I'm here in his place.

Rex, your biometrics are dangerously low.
You need to get away.

Listen to me.

Alpha controls nanites.
So do I.

Why don't I just shut him down?

Hey, jerk-asaur!
You're a loser!

Ha! You see that?
Hero time!

Oh, yeah!
Let's cause some pain!

Wait!
Not while they're linked!

Oh, you did not just
stop me!

The power you hold is
impressive.

You mean the power to
kick your butt?

The power to create machines.

You are not worthy of such a gift.

The Omega nanite is mine.

Take this and this!
What do you think of that?!

I was misguided to place my
trust in a Father that did not want me.

I never needed him.
I simply needed the energy and

means to do what I have always
done -- evolve.

You okay?

No.
Definitely not okay.

It took my Omega nanite, and I
think I know what it wants.

Behold,
organics...

the beginning and the end
of all things.

I am Alpha-Omega.

This is the twilight of humanity.

Alpha-Omega destroys all.

Holiday, are you seeing this?

Unfortunately, yes.

We're not looking at random
destruction.

Alpha is synthesizing the matter
around him to build his own nanite.

Thanks to my Omega nanite.

This isn't your fault, Rex.

Sure feels like it.

I woke up this morning
on top of the world.

Now I'm about to witness the end
of it. Six was right.

I don't think this is
how it was meant to play out.

I've seen what you can do.

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?

You'll get an upgrade.

Weren't you listening?
Alpha has the Omega.

I'm not talking about a nanite.

Hey! What are you --

Okay.
That feels weird.

Whoa!

What's supposed to happen now?

Don't do that!

You're freaking me out!

Build something.

S-weet!
So, what's the plan?

You build stuff, I make it better,
fight, fight, fight... we win.

Works for me.

Whoo-hoo!

Ye-e-e-ah!

Nice shot, Rex!

Run, run, run, run, run, run!

We need direct hit on the Alpha.

More insults?
I've got a good one.

I've got an idea, but
you have to trust me.

When I fire, you got to make
your roly-poly thing.

You're not thinking of...
Yup.

Isn't that dangerous?
Probably.

On three?

I've officially decided
I like you, monster guy.

Same here, robot kid.

One...

Two...

Three!

Whoo! Yeah!
Oh, yeah!

He shoots! He scores!
Whoo!

And the crowd goes wild!

Whoa there, little nanite brothers.
Where do you think you're going?

Alpha's not the only one who can
tell you what to do.

Omega man, are you
going to be in there, too?

I'll handle that.

Where are you, little guy?

Got it!

Look! It worked!

And that, my friend, is
how you save the world.

Very clever, little brother.

The density of this sphere is
over 30 grams per centimeter cubed.

It would be extremely difficult
for Alpha to slip through the

molecules of this, assuming it
survived compaction.

We need to get rid of it.

Caesar, wait!

Rex, I wasn't fully
able to repair the void gun.

I'm not sure how long my repairs
will hold before it discharges.

We only get one shot at this,
and we have to do it fast.

It's now or never, Rex.

How are you going to carry it?

That thing must weigh 10 tons!

I'm not going to carry It.

Let's do this again someday.

Wow!
That's just...

Wow!

Six?

He's gone...

Gone?

...to the little ninja's room.

He's going to be
fine, Rex.

He is?!
All right!

Yes!
Oh, man, I knew it!

I knew the whole time!

I mean... cool.

I'm glad you're alive.

Me too.

I was so scared, Six.

I've never done anything so hard
in all my life.

I really thought the world was

going to end, and then I totally
kicked butt!

I hear you had a little help.

Yeah, when his monster
watch wasn't conked out.

Ben was a cool kid.
I wonder if I'll ever see him again.

With infinite

dimensions, the math doesn't
work in your favor, Rex.

Math -- the enemy of
all things good.

Although... the cosmos
works in mysterious ways.

I think certain people are meant

to meet, to fight side by side,
to be friends.

You may see one another sooner
than you think.

Caesar?!
How did you...?

Okay.
Before White Knight comes

looking for me here, one last
piece of unfinished business.

You're sure this is the
Omega, right?

I mean, you didn't grab the
Alpha by mistake?

100% certain.

Well, actually, 99.998%.

Nothing is 100%.

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