Ben 10/Generator Rex: Heroes United
Vital statistics
Series Generator Rex
Ben 10: Ultimate Alien
Season 3
Number {{{number}}}
Overall in Series {{{overall1}}}
Overall {{{overall2}}}
Writer Man of Action
Arc {{{arc}}}


A portal opens over Manhattan, panicking the inhabitants and causing destruction with energy blasts. Elsewhere, Generator Rex is training with Agent Six. Rex makes up a theme song for himself. Six and Bobo are not impressed. An alarm goes off. Providence arrives at the vortex. Cesar, Black Knight, Rex, and Bobo have no idea what the vortex is. Rex flies up to it and tries to punch it before realizing what it is. He touches it and it zaps him away. Humungousaur comes out of the portal. He attacks Rex, punching him into a nearby park, and lands next to him.

Humungousaur and Rex fight. Something else comes out of the portal and leaps away. Humungousaur tells Rex to give up, but Rex punches him. Rex tells Six to take care of whatever comes out of the planet. Humungousaur says that dangerous alien aren't welcome on his planet, confusing Rex. Black Knight tells her agents to get the EVOs that came out of the portal alive. White Knight calls Black Knight and tells her to let his team help and to stay out of their way. Humungousaur and Rex fight in a lake. Rex drags Humungousaur under, so he turns into Diamondhead. Rex tries to cure him, but nothing happens. Diamondhead and Rex fight. Holiday tells Rex to be careful. The creature is wrecking Manhattan. It scans all of the nanites present, confused. It sees Rex and Diamondhead fighting on another building when Six attacks it, as do Providence agents. Six knocks it off of the roof. Holiday says that it is entirely mechanical. Rex and Diamondhead fight on a bridge. Diamondhead turns into Lodestar. Lodestar magnetizes Rex's builds, but Rex builds the Slam Cannon and shoots Lodestar. Holiday comes up to Six and Six says that the thing has gone. Holiday scans a piece and says that it is not an EVO. Cesar arrives and Holiday asks him what it is. He takes the piece and flies away. The creature watches him fly into a Providence ship, calls him father, and follows, taking over a Providence fighter. Six climbs onto it. Rex and Lodestar fight on a roof. A billboard falls to the street. Rex and Rath save the people underneath it. Rex then tries to cure Rath, but when that fails, he realizes that Rath isn't an EVO. Rath turns into Ben. Ben gets confused when no one recognizes him. Six and the creature arrive and the creature blows up with Six on it. Six is injured and unconscious. Rex calls Holiday and blames Ben.

At Rex's headquarters, Ben is locked up and Six is placed in a medical chamber. White Knight says that he will be helping Providence close the rift, and tells them to find a piece of the machine that flew away. Ben volunteers, but the team tells Ben to shut up. Ben says that he has no idea what's happening. Holiday scans his nanite levels and says that Ben might be telling the truth. Ben says that he must be from a parallel world. Rex tells Ben to stop talking and that he is currently under arrest. Ben laughs and turns into Big Chill. Big Chill walks out of his prison and says that Rex isn't the only one worried about someone close before flying away. Rex chases Big Chill around the city. Cesar searches for the creature and recognizes its nanite signature. He flies off to find it. Big Chill flies to Mr. Smoothy, only to find that it is not there. Big Chill turns into Ben, convinced that he is not in his world. Ben tells Rex to do his worst, as he is all alone in this universe and may not ever get home. Rex offers to help Ben when Cesar arrives. Cesar shoots Ben. Ben turns into Diamondhead, destroying the weapon. Suddenly, a creature flies in. It is Nanite Alpha, and it calls Cesar its father and grabs him. Alpha says that his bodies do not last, but that his brothers can make him complete. He asks Cesar for help, but Cesar turns him down. Diamondhead attacks Alpha. Cesar tells him not to let Alpha touch Rex. Alpha is confused as to how Rex controls nanites. Diamondhead attacks and he flees. Diamondhead turns into Ben. They follow Alpha in Cesar's ship. They can track it with nanites. Cesar says that Alpha dragged Ben there from his world, attracted to the Ultimatrix. He explains how he created Alpha in the early days of the nanite program, but when he got too powerful, banished him to an empty dimension. Ben recognizes Cesar's weapon as a Null Void projector and says that Alpha must have gone to the Null Void. As they talk, Alpha absorbs the nanites from a bat EVO. It attacks the ship, melting the ceiling. Cesar gets in an escape pod and leaves Rex and Ben on the ship. It explodes.

Cannonbolt shields Rex as they fall to Earth. Rex complains about the smell. Cannonbolt turns into Ben. Rex calls Holiday and she says that the Knights have figured out how to close the rift. Ben says that he isn't leaving until Earth isn't in danger from Alpha. Holiday says that Alpha is at base. She goes out to meet it. It grabs her. Rex rides in and cuts off its arm, and XLR8 runs in and catches Holiday. Rex asks XLR8 for help, so he turns into Ben, then Four Arms. Four Arms throws Rex at Alpha. They come to a standoff. Alpha says that it wants Rex's nanites. Four Arms attacks it, but is blocked. Alpha tries to merge with Rex, but fails. He sees that Rex has the Omega nanite and tries to take it. Holiday frees Rex and Four Arms gets Alpha away from him. He flees. Four Arms turns into Ben. Later, while waiting for Alpha to return, Ben and Rex explain their origins to each other and bond. Rex gets a call and they run off. White Knight says that Alpha is at the Bug Jar. He accompanies Ben and Rex there. They find it deserted, with all of the EVOs drained of their nanites. Ben turns into Diamondhead to fight one before realizing that it is dead. Alpha appears with a new, more powerful body. White Knight tells Diamondhead to keep Alpha away from Rex. Rex and Diamondhead attack Alpha. Alpha grabs Rex. Diamondhead tries to save him, but Alpha absorbs the Ultimatrix. Diamondhead turns into Ben.

Alpha starts absorbing Rex. Ben can't help him because he can't transform. Alpha fails to absorb the Omega. The Ultimatrix recharges and Ben turns into Big Chill. Alpha drops Rex and Big Chill catches him. Big Chill turns into Ben. Alpha grows an Ultimatrix and turns into Heatblast. Heatblast attacks Ben and Rex and they run. Ben can't transform. Rex saves Ben from Heatblast. Heatblast turns into Four Arms. Rex kicks Four Arms. The Ultimatrix recharges and Ben turns into Shocksquatch, a yeti. Shocksquatch has no idea what his powers are. Rex fights Four Arms. Shocksquatch fires a powerful electrical blast at Four Arms and defeats him before turning into Ben. Four Arms turns into Humungousaur. White Knight topples a building on it. His faceplate is cracked and Rex tells him to leave, but he refuses. White Knight fights Humungousaur. Holiday tells Rex to get out, but he attacks Humungousaur and turns him into Alpha. He attacks Alpha, but Alpha tries to absorb Rex. Ben turns into Rath. White Knight tells Rath not to attack. Alpha takes the Omega and transforms into Alpha-Omega. Rath attacks him, but does nothing. He is blasted away and turns into Ben. Alpha-Omega absorbs nanites from the environment.

Alpha-Omega rampages. Big Chill flies Rex and himself to a higher vantage point and turns into Ben. Rex loses all hope, but Ben comes up with a plan and turns into Upgrade. Upgrade merges with Rex and tells him to build something. Rex does, and Upgrade improves it, making it more powerful. Upgrade and Rex use Rex's enhanced builds to fight Alpha-Omega, but it is not enough. Alpha-Omega knocks them away. Upgrade comes out of Rex and turns into Ben. Rex comes up with a plan and tells Ben to turn into Cannonbolt. He does, and Rex fires him at Alpha-Omega with the Slam Cannon. Cannonbolt hits Alpha-Omega in just the right spot and he explodes into his component nanites. Cannonbolt turns into Ben and Rex commands Alpha-Omega's nanites to condense around the Alpha. Cesar arrives and retrieves the Omega just before the Alpha becomes enclosed in a small, ultra-dense ball too heavy for Rex to hold and too tightly packed for Alpha to escape from. Cesar has a partially-repaired Null Void gun. He opens a portal and Ben turn into Upchuck. Upchuck eats the Alpha ball and walks into the portal. The portal closes. At headquarters, Six has recovered. Rex wonders if he will ever see Ben again, and Six says that it is entirely possible. Cesar comes in and injects the Omega into Rex, despite Rex's fears that it may be the Alpha. Cesar assures him that it is not. In the Null Void, Alpha begins to break free of his prison.


  • Ben transforms into Shocksquatch
  • Ben transforms into XLR8 and Upgrade for the first time in Ultimate Alien
  • Ben transforms into XLR8, Shocksquatch, and Upgrade for the final time in Ultimate Alien
  • Ben meets Rex, Dr. Holiday, Agent Six, Bobo, and White Knight



  • Rex Salazar
  • Agent Six
  • Rebecca Holiday
  • Bobo Haha
  • Black Knight
  • Cesar Salazar
  • White Knight
  • Diane Farrah
  • Providenc Agents
  • Ben Tennyson


  • Nanite Alpha


  • Humungousaur
  • Diamondhead x3
  • Lodestar
  • Rath x2
  • Big Chill x3
  • Cannonbolt x2
  • XLR8
  • Four Arms
  • Heatblast (Alpha)
  • Four Arms (Alpha)
  • Shocksquatch
  • Humungousaur (Alpha)
  • Upgrade
  • Upchuck

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