Agent Six: You need to pay attention.
Rex: I'll tell you what I need.
Agent Six: More training? Your Swing is getting a little sloppy.
Rex: Not what I was thinking, But thanks for the tip. Two words for you Six, Theme Song!
Agent Six: Theme Song?
Dr. Holiday: Break my stuff, and I will ruin you.
Rex: 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.
Bobo Haha: I got your Theme Song. (Bobo makes farting nosies).
Rex: I'm serious. Every hero should have a theme song. I've been working on one. Thought you probably wouldn't hear 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!
Agent Six: (Six kicks Rex backwards) Its...Catchy. It's good to see you happy Rex. Just remember this world, right now. All of those things can be taken away in an instant.
Rex: If that's your attempt to inspire me Six? You need a little more practice yourself.
Dr. Holiday: How quickly can we get to Manhatten?

Young Woman: ('gasps) Providence! It will be okay now sweetie.
Black Knight: Doctor Salazar, What am I looking at?
Caesar: You want the truth? For the first time since I was six years old I haven't got a clue what I'm looking at...

Rex: What's going on here?
Bobo: Don't know, But I wish I bought my tanning butter.
Agent Six: Cut the chatter
Rex: I would, But wipping on Black Knight is the only thing keeping me from freaking out, This isn't our usual deal. Just make sure Providence doesn't shot me in my butt while I'm off saving theirs.

Rex: Huh? So I smash that?
Bobo: Coming back around kid, I think it likes you.
Rex: Holiday, What is it? And where do I hit it?
Dr. Holiday: I don't know...but. Wait? I'm picking up Bio-organic energy inside the event.
(A mysterious figure came out of the event, Rex immediately responded and then releases his Smack Hands, but the mysterious figure caught Rex's attack and then counter attacked. Thus, sending Rex flying.)

Rex: Have anything to say for yourself befor you comence with a face stomping

Humungosaur: Yeah, you just made a humungous mistake

Rex: Destroy our city?
Rath: Destroy? You really haven't heard off me?
Ben: I'm Ben Tennyson. Ben 10. I'm like, the biggest hero in the world?

Ben: Mr. Smoothy isn't 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!
Ben: We're in Bellwood, my hometown, or it should be. But it's all...different. Part of me hope it wouldn't me but this pretty much proves it.
Rex: This doesn't prove anything!
Ben: Do you know your friend you care about? Well, I have a cousin, a grandfather, a best friend that I care about. They don't exist here. I might never see them again. I'm totally alone. So go ahead. Do your worst.
(Rex feels sympathetic after hearing Ben's words and finally decides)
Rex: Maybe we each other.
Ben: You'd do that? (Hearing a loud sound) What's that sound?
(Ben and Rex froze as they see Caesar's research pod lands)
Rex: My brother
Ben: Is he like you?
Rex: Uh no, Caesar's a little crazy and he's working for the wrong side but otherwise, not so bad.
(Door of mobile lab opens. Caesar standing in door with a large gun)
Ben: What constitutes “not so bad” here on opposite world?

(A creature flies out of the portal)
Humungosaur: (after being hit) You and your partners are gonna quit right now and I'll keep the pounderizing to a minimum!
Rex: I was going to say the same thing, only in Spanish! (hits Humungosaur again)
(Humungosaur goes flying)
Rex: (talking to Agent Six) You take the hunk of junk Six, big ugly is mine!

Black Knight: Don't hang up on me, Caesar. Bring Salazar to me.
White Knight: Hand's full? My team is here to help. You will be well advised to let them.
Black Knight : You will be well advised to get off my screens White Knight. I will see you try for treason.
White Knight: While you file paperwork, we'll be saving New York. Join us or stay out of our way!

(Holiday watches through the cameras on the television, shocked. She bends down to kiss Six's containment tube while he is comatose. She bends down and picks up a large firearm weapon)
Dr. Holiday: I'll be back!
(Holiday encounters Alpha)
Alpha: The nanites in those creatures. They are different—powerful. Your nanites are weak, I have no use for you... Where is the boy?
Dr. Holiday: (Lifts gun) His nanites are off limits! (fires)

Rex: (While Alpha is absorbing his Nanites) Agh! I could use an alien right now!
(Alpha grabs White Knight and throws him away)
Ben: Great idea! But a certain nanite monster busted my watch!
Rex: (While still being shocked) Do something! Anything!
(Ben looks around for a moment, sees a rock, and throws it, it hits Rex on the head, a loud "clonk" is heard)

(Alpha is causing massive destruction around the abandoned city, Rex and Ben (As big Chill) lands on the highest building and looks at Alpha's Destruction)
Rex: (Presses his ear communicator) Holiday, are you seeing this?
Dr. Holiday: Unfortunately, yes. We're not looking at random destruction. Alpha is desynthesizing the matter around him to build his own nanites.
Rex: Thanks to my Omega Nanitie.
Dr. Holiday: This isn't your fault, Rex.
Rex: Sure feels like it. (Cuts the communication) I woke up this morning at the top of the world and I'm gonna witness the end of it. Six was right.
Ben: I don't think this was meant to play out, I've seen what you can do.
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 the best you can do just...isn't enough?
Ben: (Gets an Idea) You get an upgrade!
Rex: Weren't you listening? Alpha has the Omega.
Ben: (Switches his Ultimatix) I'm not talking about a Nanite. (Slams the Ultimatrix, Then shows an Alien, Upgrade then approaches to Rex)
Rex: Wait, What are you- (Upgrade overshadows Rex) Okay, That feels weird.
(Rex's bodies starts to be covered with black with green techonopathic patterns slowly covers his body then with an Omintrix symbol appears in his chest)
Rex: Whoa. (Rex looks at himself) What's suppose to happen now? (Upgrade's head show on Rex's Left Arm) Ahh! Don't do that! You're freaking me out!
Ben: Build something. (Rex Builds his smackhands with a newly upgraded spikes on it.)
Rex: Sweet! (Unbuilds his Smack hands) What's the plan?
Ben: You build stuff, I make it better, fight, fight, fight, we win!
Rex: Works for me.

Community content is available under CC-BY-SA unless otherwise noted.