"What Lies Beneath"
Season 1, Episode 15
What Lies Beneath
Air date October 22, 2010
Written by Marsha Griffin
Directed by Chris Graham
Episode guide
"The Swarm"
Images | Quotes | Transcript

"What Lies Beneath" is the 15th episode of season one of Generator Rex and the 15th of the overall series. It debuted on October 22, 2010.


Following Van Kleiss' demise, Abysus has begun to fall apart, so Circe calls on Rex for help. However, what she and the Pack really want is for Rex to revive Van Kleiss, so that Abysus can return to normal, but Rex has no intention of bringing him back.


115-Circe calls Rex

Circe calls Rex for help.

Rex and Bobo sneak outside of Providence late one night, planning to get some fast-food. Suddenly, Rex gets a phone call from Circe stating that there is a problem in Abysus. At first Rex angrily refuses to help, hanging up on Circe. However, he later changes his mind.

When Rex tries to steal a Providence shuttle to fly to Abysus, Agent Six catches him red-handed. Rex explains what he is trying to do, and to his surprise, Six agrees to help him--on the condition that he and Dr. Holiday accompany him. Six assigns Bobo Haha the job of being a distraction for White Knight, who has not authorized the mission.

When the group arrive at Abysus, Dr. Holiday discovers that the anomaly she detected is causing every nanite in Abysus to become unstable. The once lush forest is dead and withered and there are pools of black goo which Holday says are highly unstable nanites that are replicating fast.

115-Holiday and EVO

The group encounters an EVO.

Suddenly, a giant one-armed EVO attacks them. They put up a good fight, but are soon overwhelmed. Rex spots Circe, Biowulf, and Skalamander and shouts "It's a trap!" However, they are actually there to help, fighting the one-armed EVO until it dissolves.

Circe tries to explain what is going on, but Biowulf curtly cuts her off. Rex, Six, and Holiday follow the Pack to the castle of Van Kleiss, which is now crumbling into ruin. Biowulf explains that when they lost their master, Van Kleiss, Abysus itself became unstable. They pull a scroll out of a machine; it states that Rex is the chosen one to re-stabilize Abysus.

Rex agrees to fix a machine that will help stop the spreading of the unstable nanites. However, it turns out to be a plot to revive Van Kleiss. The Pack try to explain to Rex that Van Kleiss is the only one who can keep Abysus together. When Rex discovers this, he stops the machine mid-cycle, causing the half-formed Van Kleiss to dissolve. Skalamander shouts in dismay to his disappearing master. Despite misgivings, Holiday tells Rex there may be no other option but to revive Van Kleiss, as his system is the only thing that can absorb the unstable nanites and reign them in for good.

115-Rex revives Van Kleiss

Van Kleiss is revived by Rex.

Rex refuses to continue, until the collapsing Abysus puts Six, Holiday, and Circe in grave danger. Rex revives Van Kleiss but he seems weakened and in pain as soon as he comes in to contact with the unstable terrain. Rex tries to fill his foe in on what is going on, but Van Kleiss claims he already knows what is happening as the unstable nanites suddenly converge on him. Rather than devour him, the unstable nanites are absorbed into him, restoring his strength.

Van Kleiss re-stabilizes Abysus, but refuses to save Rex's loved ones (including Circe), unless Rex swears his eternal allegiance. Rex pretends to agree, and Van Kleiss lets everyone else go. However, Rex uses the celebratory handshake to discover that Van Kleiss' nanites have changed by the reviving process, making him curable.

Rex cures Van Kleiss, poking fun at his now helpless state. Van Kleiss brags that his true strength and power was not his nanites, but his intellect. Before Rex can take him into custody, Breach returns and gives Rex a smirk before pulling Van Kleiss to safety through a dark red portal.

115-Circe leaves Rex

Circe flees from Rex.

Rex tries to persuade Circe to join Providence, but she once again refuses, deciding to stay with the Pack, as they took her in when no one else would. She says they are her family and she cannot abandon them. Disappointed, Rex says, "So that's it, then. We're always going to be on opposite sides then." Circe replies, "It does keep it interesting." Rex leaves, unable to understand girls (something that he and Six share in common), while Circe watches the Providence shuttle fly into the distance.


Voice Actor Role(s)
Daryl Sabara Rex Salazar
Wally Kurth Agent Six
Grey DeLisle Dr. Holiday
John DiMaggio Bobo Haha
Troy Baker Van Kleiss
Tara Sands Circe
Non-speaking role(s)

Series continuity

  • The reactor that brings Van Kleiss back to life is seen in Rex's dream in "Frostbite". This supports Van Kleiss' statement in "The Day That Everything Changed", when he said that Rex had been to Abysus before.


  • Rex states he had the flu once.
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