I literally thought about this kind of crossover, when I was about to write chapter eight of Girl of Steel Wolf of Lightning. Don't own Generator Rex nor the Avengers, Ben 10 character might be used since him and Generator Rex are made by same people.

Ch. 1- The Arrival

Loss was something Rex was used to at this point, but he didn't expect to lose so much so quickly. He's fought so many E.V.O's, but not anything like the E.V.O bomb that took out almost every living thing on the planet, and he couldn't do nothing about it. 'Six, Dr. Holiday, Bobo, Caesar... Circe.' "I couldn't save you, I couldn't save anybody, I failed," He grew his hand into big robotic fist and punched through a building. He knew he couldn't off himself, he'd just get glared for eternity by Six, and Circe would probably beat the crap out of him. So he'd live on, alone on this wasteland, or so he thought.

"I know this may not be the best time," Rex turned towards the voice, ready to slash whoever it is, only to stop to see a man, who looked a whole lot like a professor, "but I got quite a proposal for you, Rex."

"Who the hell are you," was Rex's reply.

"Paradox, Proffesor Paradox, and I have an offer for you."

"Yeah, I heard you the first time, and how in the hell do you know my name?"

"From a mutual friend of ours, goes by Ben Tennyson, plus I'm a time keeper, I know a lot of things," explained Paradox.

"Okay, so you know Ben, now what's this proposal you are speaking of," Rex asked.

"A chance to start anew, in a new place, a new universe," explained Paradox, "a universe full of other heroes."

"Why are you offering me this, I just failed to save the people closest to me, I don't deserve it."

"You might not deserve it, but it sure beats living in a wasteland."

"So, what if I take this offer, what happens to me," asked Rex.

"You will be going into a time when a team is being assemble, their enemy's name is Loki, the God of Mischief, soon to lead an army against Earth. You will be teleported to Germany, where you will meet a man that will help you, any questions?"

"Well yeah one, how will I find this guy?"

"So you except the offer?"

"Not like I have any other choice, so are you gonna answer my question?"

"Why yes, look for the man with the shield," responded Paradox as he opened a portal.

"Are you coming," asked Paradox. Rex hesitated for a moment, then followed the man through the portal.

When they came out, they were on a roof of a building, the people below are frozen but seem to be in panic. Then Rex noticed a guy dressed in green and gold, with a weird horned helmet on.

"I take it that that guy is Loki, right," asked Rex.

"Indeed, but don't let the look fool you, that staff is very dangerous, filled with a power that even he has no idea of." Rex nodded in understandment.

"Anything else before I get started?"

"You will meet the man with the shield soon. Now I must go, I have other matters to contend to."

As he started to walk through another time portal, Rex called him out one last time.

"Hey Professor," he called out, resulting him to turn around, "Thank you." Paradox nodded before walking through the portal.

The moment Paradox left time started going again. Rex watched on the roof, waiting for the right moment to intervene.

"Kneel before me," Loki said to the crowd, who were still panicking, so Loki duplicated himself surrounding the crowd.

"I said," him and his duplicates hit the ground with their staffs, "kneel!!" The crowd, out of fear and cinfusion, kneeled.

"Is not this simpler," Loki started monologuing, earning a groan and an eye roll from Rex on the roof, "is this not your actual state? It's the unspoken truth of humanity. That you crave subjugation, the bright lure of freedom diminishes your life's joy in a mad scramble for power. You were made to be ruled. In the end, you will always kneel." As Rex was about to jump off a building, he noticed an old man standing up.

"Not to men like you," the old man said to Loki.

"Their are no men like me," Loki replied.

"Their are always men like you," was the man's response, resulting with an applause from Rex on the roof before juming off and activating his boogie pack.

"Look to your elder people, let him be an example." As Loki tried to zap the old man, something dropped down and sent the energy back to Loki. Rex looked in amazement at what he saw land, a man dressed in red, white, and blue with a shield with the same colors with a white star in the middle of it, this man is known to the world as Captain America. 'Dam, that must be the guy Paradox was talking about,' thought Rex.

"You know, the last time I was in Germany, and saw a man stand above everybody else, we ended up disagreeing," said Cap .

"The soldier," was all Loki was able to say when a boulder hit him, thanks to Rex's Slam Cannon. Most people were shocked by this, including the man with the shield, who looked in awe at Rex as the Slam Cannon changed into his Smack Hands.

When Loki started getting back up, a black jet-like aircraft appeared and pointed a laser gun at him, "Loki drop the weapon and stand down," said a voice of a woman.

Loki zapped at the jet, which easily dodged it, then Cap threw his shield, which hit Loki in the shoulder. They then trade blows until Loki knocked Cap to the side, leaving him open for a metal fist hitting him in the side, sending him flying.

"As much as you like to talk, you don't have much to show for it," taunted Rex as he formed his hands into Big Fat Sword. Before he struck, music started playing, Rex looked in the direction the music was coming from and saw a steel man in red and gold fly through the air, that is Tony Stark, Ironman. Tony then struck Loki in the chest with a repulsor blast and landed, aiming his entire arsenal at Loki.

"Make a move reindeer games," he dared Loki. Cap then ran up to Stark's right side, Rex to his left as Loki raised his hands in surrender as his clothes changed back to normal.

"Good move," said Tony as his weapons went back into his suit.

"Mr. Stark," Cap said.

"Captain," replied Tony, "and you are," he turned to Rex.

"Name's Rex," Rex answered.

"Never heard of or seen you before, and S.H.I.E.L.D keeps tabs on all inhumans and enhanced individuals," said a red haired woman walking out of the recently landed jet, "so where did you come from?" Rex knew he had to gain these peoples trust, so he gave them the truth.

"I'm from an alternate Earth that's now dead, and I was offered a chance to start anew." The three others were shocked by the answer, and how calm he said it.

"It might be best if we talk about this back at the Helicarrier," said Cap. The other two nodded in agreement, while Rex just gave him a thumbs up. They then took Loki and took off in the jet.

Took a whole day to make this one, had too watch this part of the movie as I wrote this. I hope you guys like it. Don't forget to review.