Rex than activated his Boogie Packs, as he went up the building with Ben in his hands. After landing, Rex went into his com and spoke to Holiday through it.

"Holiday, are you seeing this?"

"Unfortunately, yes. We're not looking at random destruction. Alpha is synthesizing the matter around him to build his own nanite."

"Thanks to my Omega nanite."

"This isn't your fault, Rex."

"Sure feels like it."

Rex deactivates his com, before looking down very unhappy.

"I woke up this morning on top of the world. Now I'm about to witness the end of it."

Rex than began to feel hopeless on the disaster coming.

"Six was right."

Ben, however, disagrees, as he spoke out to the E.V.O.

"I don't think this was how it was meant to play out. I've seen what you can do

Rex than turns around and speaks to Ben with fear.

"My most powerful Builds came from the Omega Nanite. A lot of people are going to get hurt and I can't stop it."

He than looks at Ben, as he questions out to Ben for hoping that Ben could have a good answer for him.

"What happens when the best you can do just...isn't enough?"

Ben was than deep in thought, until something came in his mind. He than smiled, as he spoke out to him.

"You get an UpGrade."

But Rex believed it as a Nanite, and spoke out to him.

"Haven't you been listening? Alpha has the Omega."

But Ben than began to turn the Dial of the Ultimatrix, as he spoke out.

"I'm not talking about a Nanite."

He than slaps on the dial, and he was right. It wasn't a Nanite he was talking about. It was the Alien that is known as UpGrade.

Upgrade has a black exterior with green stripes that resemble circuitry all over him. He has large hands with 4 fingers, and here his toes should be, are just stumps, slightly shaped as shoes. The green circle on his head is his eye, which also acts similar to his mouth, as it glows whenever UpGrade began to speak. His torso is green with black circuitry patterns and the Ultimatrix symbol on his chest was colored green to match the alien.

The alien than walked up to Rex, and the E.V.O has no idea what UpGrade is planning.

"Wait, what are you-"

Before Rex could finish, Upgrade went inside of his body, as Rex began to hug himself form what happened.

"Wo-oah! Okay, that feels weird!!"

As that happened, a new suit than began to appear. It was black with Green Circuitry-like markings all over the body. When it was done forming, the Omnitrix Symbol is seen on the chest of Rex's UpGrade Suit.

"Woah!!"

Rex was shocked at this new appearance. He than looked at himself.

"What's supposed to happen now?"

Than, Upgrade's head appeared on the left arm.

"Woah, Ah-Ah-Ah! Don't do that! You're feeling me out!"

Ben than spoke out to Rex.

"Build something."

Rex than decide to use the Smack Hands, and oh boy, it got even better. It is now called the Power Fists.

"Sweet, what's the plan?"

Rex spoke out, as he looks at the head of Upgrade. He than answers back to Rex.

"You build stuff, I make them better. Fight, fight, fight! We win."

"Works for me!"

Rex than puts on his goggles, and takes flight with the Hyper Jet.

"Woooo-hooooo!!!"

Alpha-Omega than roared, as he kept up his rampage. But Rex activates the Power Fists, as he then used them like rockets.

"Yeah-ha-ha!!!"

UpGrade said, as he shouted in success that it is now working. Alex looked up and got a bit jealous at that.

"Wish I had a partner that could do that to me."

Rex than went to ground level, used his Blast Launcher this time.

He has shot out 5 rockets, and aimed at everywhere on the E.V.Os body, which caused Alpha to stagger. Rex than used the Hyper Jet again, and shot rockets from the turbines. Rex looked in confident, before seeing Alpha-Omega stand back up.

"Run, run, run, run, RUN!!!"

UpGrade spoke to Rex, who is running as fast as he can. While he didn't get hit, he did get caught in the Building's destruction, causing them both to fall. But Rex isn't the type of person who gives up on this sort of fight yet.

Rex than used his increased speed, and activate the Swift Rocket, which made him go even faster.

In Mid-Air, he than deactivate the ride, and activate the Alien Excalibur.

Rex than amounted Alpha-Omega's arm, which fell to the ground. Alex than joined in, formed his own blade, and cuts off the other arm.

Both Alex and Rex than cut off the legs, before the entire body of Alpha-Omega falls onto a building. Both Alex and Rex turned, heaving that they defeated it, but looked in shock, as Alpha-Omega began to regenerate the limbs that's been amputated. Needless to say, it shows it isn't a good sign.

Both Rex and Alex tried to run away. When Alpha has recovered, it than fired a blast at the trio. Alex got out of the way, but both Rex and UpGrade aren't just as lucky. They got hit, cashing both Rex and Upgrade to separate, and hit a wall behind them. Upon impact, Rex lost his jacket, and Ben changed back to his human form.

But they are not going down without a fight just yet. They are still battling against Alpha-Omega. And due to the attack as UpGrade Rex, Alpha-Omega is weakened. Which means there is a chance to defeating the E.V.O.

"We need direct hit on the Alpha."

He spoke, looking at Alpha-Omega, as he is coming towards the group.

"Got anymore insults? I've got a good one."

Ben spoke out to Rex. The E.V.O than turns around and nodded his head.

"I've got an idea, but you have to trust me."

He said, as Ben than goes next to Rex to hear about his plan.

"When I fire, you got to make your roly-poly thing."

Ben than had a fairly good idea what Rex is planning to do.

Ben: "You're not thinking of-"

Rex: Yup.

Rex simply aid, confirming what he is planning to do.

Ben: "Isn't that dangerous?"

Ben said, looking concerned at Rex.

"Probably."

Rex said in a sarcastic tone.

"On three?"

Ben questioned at the E.V.O. Rex than smiled a little bit, as he spoke out to Ben.

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

Ben smiled back and spoke out another name for Rex in return, friendly.

Ben: Same here, robot kid.

Rex than activated his Slam Cannon, as Ben got behind it.

"One..."

The Slam Cannon opens, and Ben gets inside it. Rex than presses the button on his goggles to see where to aim.

"Two...

As he look around, he than was able to spot the Omega-Nanite. Aiming perfectly, he than shouted out loud.

THREE!!!"

He than fired out Ultimate Cannonbolt, who than spins and hits the place where the Omega Nanite was at. Alpha roars in pain, as he began to explode. Rex smiled, but realizing how far the explosion is, he than panicked and ran away as fast as he can run. Thankfully, the Explosion didn't reach Rex, and he was out of harms way for good. Rex than stood up, and saw that Alpha looks like he' been destroyed right now.

"Whoo! Yeah! Oh, yeah! He shoots! He scores! Whoo! And the crowd goes wild!"

But victory was still a long way to go, as Alpha began to form once more. It was now in cloud form, as its face formed. Thankfully, Rex caught on this and went to the Alpha.

"Whoa there, little nanite brothers. Where do you think you're going? Alpha's not the only one who can tell you what to do."

He spoke, as he touched the Alpha. Than, blue circuitry began to form around the Alpha, as Rex than began to control the Nanites. The Alpha than began to cluster together, as it began to form a sphere. Ben, however, caught on something.

"Your Omega Nanite, isn't it I going to be in there, too? "

However, a voice than spoke out to Ben in reassurance.

"I'll handle that."

Caesar than appeared, as he shot a capsule from his gun to search from the Omega Nanite to retrieve it.

"Where are you, little guy."

Caesar than looked at the screen, and the targeting system is showing the Omega.

"Got it."

Than, a ray of light than appeared from the gun, as the Omega Nanite, supposedly, is being retrieved.

After about 5 seconds, another capsule got out, and Caesar held onto it.

"Look. It worked."

Rex continued to shrink Alpha into a small sphere, before finally dropping it. Despite how small it is, it's very heavy. Rex than got exhausted, as he got his hands on his knees from that command.

"And that, my friend, is how you save the world."

Ben spoke out, as Caesar than used his scanner to check on the sphere where Alpha's trapped in.

"Very clever, little brother. The density of this sphere is over 30 grams per centimeter cubed.
It would be extremely difficult for Alpha to slip through the molecules of this, assuming it survived compaction. We need to get rid of it.

Caesar than prepared his Disruptor.

"Caesar, wait!"

But Caesar than spoke out to his brother.

"Rex, I wasn't able to fully repair the Void Gun. I have no idea how long the repairs will hold until it discharges, we only get one shot at this. It's now or never, Rex!"

Rex than looked at Ben, who than nodded his head.

Caesar than opened the portal, both Ben and Rex than did a fist bump, before walking toward the portal.

"How are you going to carry that?! That thing must way 10 tons!!"

Rex shouted out to Ben, who is preparing to take it.

"I'm not going to carry it."

Ben spoke out, as he slapped onto the Ultimatrix once more. He than turns into a really weird alien. This one is called Upchuck.

Upchuck than turns to Rex and spoke out in a deep tone.

"Let's do this again someday."

Rex than gave out a thumbs up, agreeing. Upchuck than used his tounge, and swallows it into his stomach. Needless to say, Rex than looked really weirded out by what Ben had did this time.

"Wow...that's just...wow."

Even Alex was weirded out, as he spoke out.

"I am just glad that the Blacklight can't do that."

Upchuck than goes through the portal and waved at the group, as Rex, Alex, and M'gann waves at him, before the portal closes behind Ben.

"This might be the only time we ever get to see him."

Alex said to M'gann. M'gann than spoke out.

"Yeah...but it is still so great, knowing there are other friend from other alternate earths."

Timeskip...

Now everyone was back at base. Six has recovered, although he was assumed dead at first, due to Bobo not finishing his sentence completely. Needless to say, Rex was overjoyed for this.

"I hear you had a little help."

Six said to Rex, who might have guessed been told by a certain someone here. Rex than nodded, as he spoke out to Agent Six.

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

Rex spoke out. Holiday than decide to ruin his hope, by speaking this.

"Math, the enemy of all things good."

Bobo spoke out unhappily. Six than decide to lighten the mood, by speaking this out.

"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."

Alex and M'gann than looked and smiled. Maybe there is a chance. Before anyone else could speak, Caesar than came into the room, holding a syringe in his hand.

"Caesar?! How did you?"

Holiday spoke out. But Caesar than spoke out

"Okay. Before White Knight comes looking for me here, one last piece of unfinished business."

He than grabbed onto Rex's arm. But Rex was concerned, as he questioned his brother.

"You sure that this is the Alpha? I mean you didn't grab the Alpha by mistake?!"

Caesar than spoke out with a Smile now present.

"100% certain. Well, actually 99.998%. Nothing is 100%."

M'gann than clapped sarcastically, as Alex than spoke out to Caesar.

"Really great to ruin the good stuff, Caesar. Really great."

He than injects the Nanite, and Rex flinches and M'gann hugs her boyfriend, hoping that this isn't what he think it is.

In another dimensional existence...

The dimension...The Null Void...in Ben's Earth, it is a place of blood-red surroundings, floating rock, and connections branches, in where alien criminals from planets stay after a very terrible crime they had committed, with Null Guardians around the place, making sure no prisoners are trying to escape this dimension prison they are in.

Behind many of the rocks and debris in the dimension, the Sphere of where the Alpha is residing inside of is present.

The sphere begins to break...as Alpha is preparing to break free, and unleash his reign of terror towards the his world again.