It was nightime at where Providence HQ/Rex's home was.

Yet in the dessert where Providence was, an epic rematch was about to occur

Rex looked at his opponent in his green jacket and blue jeans

"Supirsed to see you back," Rex said

"I got back with this," Ben said holding up a Null Void portal gun. "My buddy Kev managed to alter it's..."

"Ah," Rex said covereing his ear "Not another lession, Holiday already tutored my brians out today,"

"Okay," Ben said "Besides we didn't come here talk,"

Ben raised his hand over the Ultramatrix. and pressed the button. A green light flashed, and the once human Ben was now the crazy tiger creature alien, Rath.

"Cause let me tell you something! Rath came here to fight! So lets get to brawling, so I can lay the smackdown on you and prove that I'm the better hero! Cause Rath's awesome and I..."

Rex whipped out his giant hand build and sucker punched Ben.

"I thought you said we came here to fight not talk," Rex said

"You just made a big mistake!" Ben said, his Rath part really into it now "You just punched Rath! Let me tell you something about when you punch Rath! When you punch Rath..!

Rex built his big cannon and shot a chunk of earth at the crazy alien

Ben smashed it with Raths super strength

Then charged at at Rex. The Evo teen tried shooting at Ben some more, yet the alien boy smashed everything he threw at him.

Rath pounced in the air and landed on Rex with a thud

"Let me tell you something!" Ben said pounding Rexs face "Rath..!"

Rex built his eletric whip thing

"Rath talks way to much!" Rex said zapping the crazy tiger alien then tossing him away

Just then another green flash, followed by another

"Ultimate Humungasor!" the big green and blue alien said as it fires missiles at Rex.

Rex built his flying wings and dodged the onslaught of explosives. Sadly Ben got a lucky shot and broke Rexs wings

"Ya!" Ben said "Had enough?"

Another giant metal hand met alien face, followed by a huge metal foot

"It takes more than a few lucky shots to beat me and my builds," Rex said

"Man I'm such an idiot," Ben said now knowing how to beat Rex.

Another green flash and Ben was Upgrade now. The tech controling alien covered Rex and began to mess with his builds. Rex tried using his curing power to counter Bens attack

Yet when the Ultramatrix met the Nanties a huge gren and light blue explosion occured

When the dust cleared Ben and Rex where back in their normal forms

"Ow," Rex said

"That could've went better," Ben said rubbing his head

Rex tried to build the really big sword, which he could still do. And the Ultramatrix still worked

"Okay time for round two," Ben said now turing into Ultimate Echo Echo and screamed loudly

"AH!" Rex said, his ears in excrusiating pain

Yet just then, the nanites now activated Rex's defence mechanism and Rex went full evo

"Un oh," Ben said as the giant robo evo smashed Ben and proceeded to go on a rampage. Since like this now Rex had no control over himself

Ben was still alive, he turned into Swamp Fire at the last second.

"My gosh!" Ben said seeing his opponent now. "I'm not sure if any of my aliens can beat that. Unless,"

Ben did the one thing he would only do as a last resort. He sent the Ultramatrix to Alien X, and pressed the button.

X used his omnipotent power to change Rex back to normal, yet after he did that Ben was once again sent to that part in X where Serena and Bellicus where.

"Whoa," Rex said "What just happened?" Since Ben turned Rex back as he was before, Rex hadn't lost his memory as when he was full evo before.

Rex then saw X stading mosenless. Within X Ben, Serena, and Bellicus where arguing about stuff

"Ben?" Rex said confussed "Yoo hoo, you in there?"

Rex poked Ben and he fell down.

"Uh? Did I just win?" Rex said

A half an hour later Ben changed back to normal

"Man arguring with those two is a pain," Ben said

"Oh your back," Rex said eating a pizza. "That alien you were wasn't very useful,"

"Oh ya! Well..." Ben then saw that the Ultramatrix light was red.

"Darn it needs recharging," Ben said "Call it a draw?"

"Ya whatever," Rex said "I'm tired, want some pizza?"

And so "Man of Actions" to best heros ate pizza

The End