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," they are interrupted and sent to close the 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 of Humungousaur. During their skirmish, a strange metallic creature also appears and heads into the city, with Bobo and Six on its 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 horrified 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 he created the creature, whose name is "Alpha". He created Alpha as a means of manufacturing nanites that could adapt to any scientific need, but it 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?
This special is Canon to both, and even introduced a new alien for Ben, Shocksquatch, that was then used in the new series Ben 10: Omniverse. It was generally well-received by fans of both series and has hit the top 100 on iTunes.
While the special ended on a potential Sequel Hook, it was ultimately never followed up on in animated form, though a sequel story was produced for issue 65 of Cartoon Network Action Pack. Another crossover between the two shows — this time set in the Ben 10 (2016) universe — aired in 2021.
As this special was semi-live-troped, unmarked spoilers abound.
Tropes in the cross-over:
- Action Duo: Guess who?
- Alternate Universe: Ben and Rex's Earths are parallel to each other.
- Arbitrary Skepticism: With everything they've gone through, Rex is still resistant to the idea of aliens or parallel worlds. Mitigated by the fact that (with the exception of that one Cryptid Episode) everything he's seen so far has been a result of terrestrial technology in his own dimension. Though it's worth noting that Rex did eagerly consider the possibility of alien technology while being beamed instructions for a machine in "Mixed Signals", incidentally the episode that introduced Caesar.
- 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 and his aliens more detailed.
- 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.
- Attack of the 50-Foot Whatever: Alpha's final form.
- 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 Ben as Big Chill. He lampshades this by saying he could have left any time he wanted.
- Alpha's incredibly dense sphere that Rex created to trap him turns out to be one of these.
- Casual Danger Dialogue:
- After Alpha has just gone Heatblast:Ben: Can he do that?
Rex: I think he just did.
(*Alpha roars and breaths fire, causing the two to runaway*) - Later:(*Alpha has gone Four Arms*)
Ben: Okay, you got to admit, that looks pretty cool. (*tires to transform, but the Ultimatrix still won't work*) Should I try those insults now?
- After Alpha has just gone Heatblast:
- Composite Character: Alpha is effectively an EVO, and then, at the climax, hacks the Ultimatrix, allowing him to turn into some of Ben's aliens.
- Create Your Own Villain: Alpha was created by Ceasar as a way to control nanites. He then sent it into the Null Void to try and get rid of it. Unfortunately, Ceasar didn't realise the Null Void was inhabited, allowing Alpha to get hosts and eventually return.
- Danger Room Cold Open: When Rex and Six are sparring.
- Diegetic Soundtrack Usage: Several times; one episode has Rex trying to write his own theme song at the beginning of the episode, the result being one to the melody of the first Ben 10 series.
- Does This Remind You of Anything?: Alpha: "The beginning and the end of all things, I am AlphaOmega!"
- Fastball Special: Twice:
- The first time, Four Arms!Ben throws Rex so his Smack Hands can have more "oomph".
- The Second time, Rex fires normal!Ben from the Slam Cannon, with Ben transforming into Cannonbolt mid-flight.
- Fire-Forged Friends: When they first meet, Ben and Rex end up fighting each other and keep arguing for a good part at the beginning of the story, but gradually come to become friends as the episode goes on.
- Fusion Dance: Between Rex and Upgrade!Ben. This form comes complete with a super jetpack, Rocket Punch (perfect for Eye Scream!), Macross Missile Massacre, a full-on rocket cycle, and improved Cool Sword.
- Heterosexual Life-Partners: Ben and Rex, by the end of the episode.
- How Do I Shot Web?: Ben gets Shocksquatch for the first time, and doesn't know what he does.
- Just Eat Him: How Upchuck!Ben deals with the super-heavy nanite sphere. Rex's reaction is priceless:Rex: Wow. That's just... wow.
- Let's You and Him Fight: Ben thinks Rex is an alien, Rex thinks Ben's an EVO, you get the picture. It ends in a draw.
- Luke, You Are My Father: Alpha thinks Cesar is his father. Cesar is less than convinced.
- Motif Merger: As seen in the page image, Rex's gear and Ben's Ultimatrix are shown fused in promotional material. This also happens in the special, namely when Upgrade merges with Rex's nanites.
- Negative Space Wedgie: Sets off the plot.
- One-Winged Angel: Alpha does it several times:
- When he absorbs all nanites in the Bug Jar, this cause him to turn into a massive, bulky, skull-faced being;
- When he hacks the Ultimatrix, he is able to steal its abilities and turn into Evos giant versions of Heatblast, Humungousaur, and Four Arms.
- Finally, when he absorbs the Omega nanite from Rex, he is able to turn into an ever bigger and more powerful Evo, calling himself AlphaOmega
- Our Vampires Are Different: Like Van Kleiss, Alpha drains nanites from other things. The difference is that his victims turn to dust instead of getting Taken for Granite.
- Phlebotinum Breakdown: Alpha manages to knock out Ben's Ultimatrix, so he's reduced to throwing rocks.
- Play-Along Prisoner: Ben when Providence "captures" him right after their fight.Rex: In case you hadn't noticed, we're holding you under house arrest.
Ben: *grins* You aren't holding me. I was staying so I could see how I could help. *turns into Big Chill and walks out* - Power Copying: Alpha manages to copy Ben's Ultimatrix, giving him versions of Heatblast, Four Arms and Humungousaur.
- Psycho Prototype: Alpha the prototype nanite program.
- Sentient Phlebotinum: Alpha.
- Sequel Hook: The special ends with many potential elements for a sequel; Ben is explicitly mentioned to have been infected with nanites upon his arrival in Rex's world, Alpha is shown breaking out of his prison inside the Null Void, and Six suggests Rex and Ben could meet again at the end of the special. However, Generator Rex's third season ended up being it's last, and the showrunner for the Ben 10 installment following Ulimate explicitly stated he wanted nothing to do with these ideas (and never did), making this an Aborted Arc.
- The Stinger: Alpha is showing signs of breaking out of the nanite sphere it's trapped in.
- Stomach of Holding: Ben uses Upchuck to transport the compressed Alpha who now weights a few tons.
- Superhero Origin:
- Ben and Rex explain theirs to each other at the same time.
- Also, Alpha's origin is narrated by Ceasar, though in this case, it's more of a Supervillain Origin.
- Teeth-Clenched Teamwork: Between Rex and Ben, for a while.
- Three-Point Landing: Done by Six early on, when fighting Alpha's original build.
- Transformation Name Announcement: Averted in this case. Ben doesn't do it.
- Transformation Sequence: Unlike Ben, Alpha gets one for his Heatblast transformation.
- Trapped in Another World: Ben.
- Vein-o-Vision: Alpha can see the nanites in other creatures.
- Weak, but Skilled: Rex compared to Ben. Ben's aliens give him a wider array of abilities and they are on the whole stronger than Rex, but Rex is more creative with the skills he does have. For example, he uses the Slam Cannon to launch concrete to bypass Lodestar's magnetic abilities.
- What Happened to the Mouse?: Black Knight is never seen again after her attempt to close the rift fails.
- Worf Had the Flu:
- Six was critically injured during the initial fight with Alpha, putting him out of commission for the rest of the special.
- To a minor extent, Ben lost to Rex in their fight only because he was distracted saving civilians, and spent part of the fight with Alpha with his Ultimatrix malfunctioning.
- You Have GOT to Be Kidding Me!: Ben gets extremely annoyed that no one in Rex's world knows who he is, saying indignantly that he is a superhero. He eventually finds out he is in a parallel universe.
