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An Intercontinuity Crossover between the two Man of Action Studios series Ben 10 Ultimate Alien and Generator Rex that aired November 25, 2011.

A mysterious rift begins to open in the skies of Manhattan. Meanwhile, Rex is sparring against, Agent Six. While musing about his need for a "Theme song" before getting the alert about a mysterious rift. Providence appears on the scene to stop the rift, but are unable to do anything before Rex arrives with Six and Bobo. Doctor Holiday, then gets a scan that shows something is coming through the rift, and Rex finds himself (unknowingly) fighting against, Ben Tennyson, in the form as Humongousaur. During their skirmish, a strange metallic creature also appears and heads into the city, with Bobo and Six on it's trail. Ben is finally defeated by Rex, when trying to protect bystanders, revealing his true human form. Then, Six appears with the creature, which self-destructs and renders him comatose, leaving Rex mortified and angry at Ben.

At Rex's hideout, Ben is locked up in a containment unit, while Doctor Holiday explains that the creature was Nanite in origin, but somehow completely different from an E.V.O. Ben offers help but is denied, escaping into the night. They are both confronted by Caesar, who explains the creature's origin. Having, created the creature, whose name is "Alpha". Saying that he created Alpha as a means of manufacturing nanites that could adapt for any scientific need, but became unstable as it developed sentience, forcing Caesar to banish it to another dimension. Alpha invades to absorb E.V.O.'s for their nanites, hoping to gain control of Rex's as it knows he holds the key to it obtaining perfection.

Will Rex and Ben be able to stop Alpha, before they kill each other?

As this special was semi-livetroped, unmarked spoilers abound.

Tropes in the cross-over:

  • Alternate Universe: Ben and Rex's Earths are parallel to each other.
  • Arbitrary Skepticism: With everything they've gone through, Rex and co. still don't believe in aliens or parallel worlds.
  • Are You My Mommy: Alpha thinks Cesar is his father. Cesar is less than convinced.
  • Art Shift: For Ben and his aliens. They're done in the Generator Rex (more detailed) style. This has the effect of making Ben look older.
  • Aside Glance: Holiday after Cesar takes off with the metal fragment without an explanation. She's probably talking to Six, but is looking right at the audience.

  Holiday: For the record, most scientists are not like that.

  • Big Applesauce: Figures Manhattan would be first to get smashed up.
  • Big Damn Heroes: White Knight, believe it or not.
  • Cain and Abel: Rex and Cesar, to a certain extent. Also, in some twisted way, Alpha considers himself Rex's brother.
  • Call Back: Cannonbolt!Ben saves Rex and himself from the exploding hovercraft the same way he protected Gwen and Max from re-entry in the original series.
    • Rex's attempt at creating his own theme song in the opening uses the same tune of the original Ben 10 series with Rex adding his own lyrics. Six admits it's kind of catchy.
    • Alpha first act after adapting the Ultimatrix to himself is to turn into his own version of Heatblast. This calls back to Ben's own very first transformation(Heatblast), as well as his first transformation in Alien Force(Swampfire, another fire alien).
  • Cardboard Prison: Pretty much anything for a guy who can pass through matter, like Big Chill!Ben.
  • Casual Danger Dialogue: After Alpha has just gone Heatblast:

 Ben: Can he do that?

Rex: I think he just did.

(*run away*)

    • Later:

 (*Alpha has gone Fourarms*)

Ben: Okay, you got to admit, that looks pretty cool. Should I try those insults now?

 Rex: Ewww!! idea what it smells like in there, dude?!

Ben: I'm sure you can handle a little Arborean [Pelarota] musk to save your nuts and bolts, dude.

  Rex: Wow. That's just... wow.

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