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Ben Tennyson: We're probably looking at a parallel world thing.

Dr. Holiday: Parallel worlds are a theory, and a shakey one at best.

Ben Tennyson: Are you serious? I go to them all the time. Maybe if you knew where that mecha-alien was from it might prove...

Rex: Quit talking!

Ben Tennyson: Exactly, nothing's going to get answered sitting around here.

Rex: In case you hadn't noticed, we're holding you under house arrest.

Ben Tennyson: You weren't holding me. I was staying to see how I could help.

[Ben activates the Ultimatrix]

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Ben Tennyson: [Not realizing they've switch jackets] Why does my jacket smell like bananas?

Rex: Ugh. This feels tight.

Bobo Haha: You guys are our best hope? We're doomed.

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Ben Tennyson: Mr. Smoothie isn't here. That's messed up.

Rex: My partner's in a coma. If you're stressing over a frozen drink, you are *totally* getting punk busted!

Ben Tennyson: We're in Bellwood - my hometown, or it should be. But it's all different. Part of me hoped it wouldn't be. This pretty much proves it.

Rex: *This* doesn't prove anything.

Ben Tennyson: You know that friend you care about? Well, I have a cousin, a grandfather and a best friend that I care about. They don't exist here. I may never see them again. I'm totally alone. So go ahead. Do your worst.

Rex: ...Maybe we can - help each other.

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Rex: I've got an idea, but you have to trust me. When I fire you gotta make your roly poly thing.

Ben Tennyson: You're not thinking of...

Rex: Yup.

Ben Tennyson: Isn't that dangerous?

Rex: Probably.

Ben Tennyson: On three?

Rex: I've officially decided I like you, monster guy.

Ben Tennyson: Same here, Robot Boy.

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Rex: Have anything to say to yourself before I commence the *face* stomping?

Humungosaur: Yeah, you just made a *humongous* mistake!

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Diane Farrah: [to Rath] Thank you... You - who are you?

Rath: Seriously? I'm the cat who's all that. The Rath attack. And about a hundred other things.

Rex: [Rex stomps on Rath] Time in!

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Ben Tennyson: I'm Ben Tennyson... Ben 10?... Like the biggest hero in the world.

[Six appears fighting Alpha]

Rex: Six!

Agent Six: Everybody down!

Rex: SIX!

[Alpha explodes. Rex rushes to Six]

Rex: Six, hold on.

[to his communicator]

Rex: Holiday, Six is down! Six is down!

[to Ben]

Rex: This is all *your* fault!

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Dr. Holiday: REX!

[Holiday fires her weapon freeing Rex]

Rex: Ye-aah. THAT WAS MY LEG!

Dr. Holiday: [to Alpha] Your move.

[Alpha leaves]

Ben Tennyson: Your brother wants to blow you up, and she's your friend? You might be safer on my Earth.

Dr. Holiday: Rex can lose his builds relatively pain-free.

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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 when the best you can do just... isn't enough.

Ben Tennyson: You get an Upgrade.

Rex: Weren't you listening? Alpha has the Omega!

Ben Tennyson: I'm not talking about a nanite.

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Rex: What's the plan?

Upgrade: You build stuff. I make it better. Fight, fight, fight, we win.

Rex: Works for me.

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Rex: How are you going to carry it? That thing must weigh 10 tons.

Ben Tennyson: I'm not going to carry.

[Ben activates the Ultimatrix. Upchuck swallows the sphere]

Upchuck: Let's do this again someday.

[Upchuck enters the portal]

Ben Tennyson: Wow. That was just... wow!

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Rex: It started when the nanites went ka-pow upon the scene. Transforming all life on Earth like nothing you've ever seen. But there's one lucky hombre who can make them build machines. He's Gen Rex.

Agent Six: It's... catchy. It's good to see you happy, Rex. Just remember, in this world, right now -all those things can be taken away in an instant.

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Black Knight: Bring Salazar to me - now!

White Knight: [Appearing on the monitors] Hands full? My team is her to help. You'd be well advised to let them.

Black Knight: You'd be well advised to get off my screens, White Knight. I'll see you tried for treason.

White Knight: While you're filing the paperwork, we'll be saying New York. Now join us or stay out of our way!

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Caesar: The fragment came from the machine.

Dr. Holiday: Can you tell us anything about it?

Caesar: Yes, but not right now.

[Caesar takes the fragment and flies off in his ship]

Dr. Holiday: For the record, most scientists aren't like that.

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LodestarRex: [as their fighting, both notice a sign about to fall on some people] Time out! Innocents!

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Rex: [Caesar's ship lands near them] My brother.

Ben Tennyson: 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.

Ben Tennyson: [Caesar emerges carrying a weapon] What constitues "not so bad" on opposite world?

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Alpha: Why would you speak of me so, father? I am your Alpha. I came home. You are pleased?

Caesar: No. Not especially.

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Ben Tennyson: Does a long explanation mean something bad on your Earth too?

Rex: Yep.

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Dr. Holiday: But the Knights have figured out how to close the rift. You need to get Mr. Ten back to New York if he ever wants to see his home again.

Rex: Figures. Just when I almost considered liking you.

Ben Tennyson: Hold on a second. You think I'm leaving you like this? This may not be my Earth, but it's still Earth - sort of.

Rex: Thanks, but this is my problem.

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Alpha: The nanites in those creatures are different -powerful. Your nanites are weak. I have no use for you. Where is the boy?

Dr. Holiday: *His* nanites are off limits!

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Alpha: The power to change life itself. What foolishness to give my brothers such a command.

Rex: Preaching to the choir.

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White Knight: That thing was made to control machines, and until it burns through them, it's got every active nanite in the Bug Jar at its command. You think you can stop that?

RexBen Tennyson: We can try!

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Rex: [Alpha's got Rex] Do something - anything!

[Ben throws a rock at Alpha]

Rex: Do something better!

Ben Tennyson: I can try calling it names.

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Rex: Your faceplate's fractured, Knight. Get out of here before it cracks through.

White Knight: Not a chance. Six would have your back. I'm here in his place.

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Agent Six: I hear you had a little help.

Rex: Yeah, when his monster watch wasn't conked out. Ben was a cool kid. I wonder if I'll ever see him again.

Dr. Holiday: With infinite dimensions, the math doesn't work in your favor, Rex.

Bobo Haha: Math - the enemy of all things good.

Agent Six: Although, the cosmos works in mysterious ways. I think certain people are meant to meet - to fight side-by-side - to be friends. You may see one another sooner than you think.

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See also

Trivia | Goofs | Crazy Credits | Alternate Versions | Connections | Soundtracks

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