"Ben 10/Generator Rex: Heroes United"
Season 3, Episode 10-11
Heroes United Opening
Air date November 25, 2011
Written by Man of Action
Directed by Chris Graham
Kenji Ono
Episode guide
"Assault on Abysus"
"Remote Control"
Images | Quotes | Transcript

"Ben 10/Generator Rex: Heroes United" is an extended crossover episode of Generator Rex with a guest appearance of Ben Tennyson from Ben 10: Ultimate Alien. It debuted on November 25, 2011.[1] It is also a two-part episode and the 10th and 11th episodes of season three of Generator Rex.


Rex teams up with an alternate superhero, Ben Tennyson, to save the Earth from a deadly Alpha Nanite that entered New York through a swirling vortex, the same way Ben arrived in the city.


Heroes United-Rift

The dimensional rift in the middle of Manhattan.

Hovering over the city of New York, a mysterious dimensional rift begins to form and imposes sporadic shocks capable enough to destroy skyscrapers. Providence flies over to investigate to get an up close look and on Black Knight's mark, the Keep shoots its main battery (a large energy weapon concealed in the entire front half of the floating fortress) directly at the portal as an attempt to close it.

Via her screen, Black Knight asks Caesar about what exactly that dimensional rift is, but even Caesar replies that he has no clue. Before she can hear more, White Knight takes over her screen and demands that she let their agents assist them.

Meanwhile, Six and Rex train in combat while Rex complains that all heroes except him have a theme song. Rex comes up with his own theme song while defending himself. Then, promptly after Rex finishes his song, Six beats him. He admits that it is catchy, but warns that everything he cares about can vanish. Interrupting their session, Dr. Holiday informs them about the situation in New York.

Quickly, Rex, Bobo and Six arrive at the scene and Rex flies at a close proximity to the rift, trying to destroy it. Suddenly, Ben as Humungousaur falls from it and, mistaking Rex for an alien, punches him hard into the pond. After another creature is churned out of the rift, Rex tells Six that he will take care of Ben (Rex thinks Ben is an EVO) while Six should go after the other unsolicited guest.

With Ben transformed into Diamondhead, the two have a sword fight across the pond and onto the Brooklyn Bridge, then, with Ben as Lodestar, take up their fight all the way towards the city. They accidentally knock a giant sign over the building that nearly kills a group of New York citizens until Rath rescues them, leading to Rex realizing he is not exactly the bad guy.

However, that does not stop Rex from stomping on him and putting him down long enough to cure him of his nanites only for the cure not to work, not because he is incurable, but because he is not an EVO. No one seems to be aware of who Ben is, so he transforms back to his human form with hopes of "clearing their memory". However, it does not work, only getting blank stares when Ben claims to be the biggest hero in the world.

Heroes United Ben contained

Ben Tennyson is contained by the Providence Defect Group.

Rex spots Six in the middle of fighting the other creature. Six sacrifices himself to cripple the enemy, knocking himself unconscious dealing a finishing blow. Rex returns with Six in a coma to base. White reveals that the creature emitted some kind of energy before it blew up and orders Rex to find it.

Ben, being detained in a containment tube, offers to help, but Rex is angry at Ben and blames him for Six's condition. Promptly, Ben escapes the base as Big Chill while Rex is chasing after him, along with a trail of red mist. Both end up where Bellwood should be, revealing that Mr. Smoothy is replaced with Bob's Biscuit Barn and confirming Ben's speculation of being in another universe.

After hearing how the realization affects Ben, Rex and he come to a truce. Then, they come across Caesar, who seemingly poses a weapon aimed at them until Diamondhead deflects its energy and destroys the device. However, Caesar claims that he meant to aim it at the creature behind them in its ghostly form, whom he reveals to be the Alpha Nanite and the same creature that Six knocked unconscious.

Alpha asks for Caesar's help to obtain a stable and lasting physical form, but Caesar refuses and escapes to his mobile lab. He further clarifies to Rex and Ben that he created Alpha to control other nanites as a sentient being during the original Nanite Project, but its pure nanite form was unsustainable, instead trying to make a mechanical body and when that failed tried to take an organic body.

Therefore, Caesar was forced to send Alpha to a parallel dimension, the Null Void, assuming it was an empty space. However, Ben points out that the Null Void is actually an intermensional prison dimension therefore Alpha had plenty of bodies. Before they can continue their conversation, Alpha attacks and destroys the lab, leading to Caesar escaping in an escape pod while leaving Ben to protect Rex using Cannonbolt.

Heroes United Alpha hurts Rex

Alpha tries merging with Rex, but fails.

The two proceed to the Plant where Alpha arrives to attempt to absorb the EVOs' nanites as well as Rex's Omega-1 Nanite. Once Dr. Holiday, Rex, and Ben drive him off, Rex and Ben play a basketball game, bonding as they reveal their backgrounds and life stories. Interrupting their game, White Knight calls the two to inform them that Alpha is in the Bug Jar.

As they both go, they pick up the wrong jackets, causing Rex to mention how his feels tight and Ben to ask why his smells like bananas. Bobo retorts that if they are their only hope, the world is doomed. When White Knight, Ben, and Rex arrive at the Bug Jar, Alpha has already absorbed the entire nanite population of the Bug Jar and develops a stronger form.

Grabbing for Rex, Alpha stops Ben, as Diamondhead, from interfering by hacking the Ultimatrix to transform him back into a human. He proceeds to drain Rex of his nanites until the Omega prevents him from doing so further. However, Alpha absorbs some of the Ultimatrix's power, transforming into corrupt forms of Heatblast, Four Arms, and Humungosaur.

Rex attempts to hold him off while Ben continues to try to reactivate his watch. Eventually succeeding, he turns into a new alien named Shocksquatch and manages to stun Alpha temporarily but quickly reverts to his old self.

Heroes United Rex contains Alpha.

Rex contains Alpha by communicating with his nanites.

White Knight holds off Alpha for a while until Rex disables his Ultimatrix copy. However, Alpha whisks away Rex's Omega Nanite and evolves into an even stronger form, absorbing ruin structures to increases its nanites. Although Rex loses some hope with his Omega builds gone, Ben manages to come up with a solution. Transforming into Upgrade, Ben merges with Rex to enhance his builds and the two heroes rush to combat Alpha.

Despite managing to cut it down, Alpha restores his limbs and is unaffected by their attempts. As a last minute plan, Rex summons his Slam Cannon, using Ben as Cannonbolt as his ammunition, and aims directly at the Omega Nanite with his enhanced goggles. They succeed in damaging Alpha's form long enough for Rex to condense Alpha into super dense ball when Caesar arrives, retrieving Rex's Omega nanite just in time.

Caesar opens another rift to the Null Void, prompting Ben to contain Alpha as Upchuck and depart back to the Null Void on his way back to his world, though weirding out Rex at the same time.

Heroes United-Omega injection

Caesar injects Rex with his Omega-1 Nanite.

Returning to the base, Rex attempts to visit Six, although Bobo and Dr. Holiday notify him that he is fine. Relieved, Rex attempts to conceal his happiness when Six arrives, but then proceeds to hug him. Rex expresses hope in seeing Ben again, but Dr. Holiday is quick to point out that, with infinite timelines in the multiverse, running into the version of Ben who knows him is next to impossible.

Six, however, believes some meetings are destined to occur and assures Rex that he may yet see Ben again, until Caesar surprisingly appears, bypassing their security system. Caesar then re-injects the Omega Nanite into Rex's bloodstream, assuring him it is not the Alpha. Meanwhile, swirling in the Null Void, Alpha somehow glows and manages to crack its compact shell.


Voice Actor Role(s)
Daryl Sabara Rex Salazar
Yuri Lowenthal Ben Tennyson (debut)
Upgrade (debut)
Wally Kurth Agent Six
Grey DeLisle

Rebecca Holiday
Diane Farrah

John DiMaggio Bobo Haha
Rath (debut)
J. K. Simmons White Knight
Jennifer Hale Black Knight
Freddy Rodriguez Caesar Salazar
Dee Bradley Baker Humungousaur (debut)
Diamondhead (debut)
Lodestar (debut)
Big Chill (debut)
Upchuck (debut)
David Kaye Shocksquatch*[2]
Michael Emerson Alpha (debut)
Non-speaking role(s)
Rafael Salazar (flashback/cameo)
Violeta Salazar (flashback/cameo)
Van Kleiss (flashback/cameo)
Peter Meechum (flashback/cameo)
Gabriel Rylander (flashback/cameo)
Gwen Tennyson (flashback/cameo)
Kevin Levin (flashback/cameo)
Max Tennyson (flashback/cameo)


  • 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.
  • As Rex holds unconscious Six in his arms, Six does not have his shades on but in the next scene they are present on his face.
  • When Ben is talking about his aliens, in the picture of the aliens, one of Ripjaw's eyes is violet, while the other is green.
  • When Ben turns into Upgrade, the Ultimatrix symbol is not on his chest.
  • For some reason when Ben and Rex seperated after merging Rex was not wearing his jacket


Heroes United Park

A lake that resembles the shape of the Ultimatrix.

  • This crossover is "a part of Generator Rex's regular production cycle".
  • At the beginning of the episode, as the Keep enters the scene, a neon light of the EVO Guys is present on a billboard on one of the buildings.
  • Rex's and Ben's cities are both named Bellwood, but they are different towns. [3]
  • While training with Six, Rex tries to come up with a theme song for himself. The tune he comes up with resembles the original Ben 10 theme song.
    • Rex also shortens "Generator Rex" in the name of the show to "Gen Rex".
  • Ben and his alien counterparts are animated in the Generator Rex art and animation style.[1]
  • The episode is approximately 43 minutes 54 seconds long.
  • Ben's team, his cousin Gwen Tennyson and Kevin Levin, do not appear in this special, though they are mentioned by Ben to Rex as people he cares about along with Grandpa Max. They are shown in a group shot of the four plumbers as Ben explains his Earth.
  • Ben transforms into a new alien, Shocksquatch, who was first shown as a TKO robot.
  • A flashback of Ben as a 10-year-old kid is seen and mentioned, specifically the scene where Ben gets the first Omnitrix.
  • A lake where Rex is thrown by Humungousaur resembles the symbol of the Ultimatrix.
  • When Ben says his name to Rex, the Ben 10: Ultimate Alien theme song is heard.
  • In his own series, Ben almost always cries out the name of the alien he has just turned into, and also uses the Ultimatrix's ability to evolve aliens to their "ultimate" forms, which are stronger and more combat-oriented than their original forms. He does neither in this crossover.
  • This episode made it to the Top 100 on iTunes.
  • Every fight Ben and Rex had with Alpha was ended by Ben using an alien from the original series.
  • It is interesting to note that the episode in which Rex meets Ben is the 10th of the season, as the number 10 is a major arc number for Ben.

External links


  1. 1.0 1.1 Harris, Jeffrey (2011-07-25). "SDCC2011: Generator Rex/Ben 10 Crossover Special Set For Thanksgiving". Toonzone. Retrieved 2011-07-25.
  3. Information taken from [1] based on live chat with Man of Action

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