Warning: I do not own Marvel Cinematic Universe, Generator Rex, and Ben 10. Fictional events that I make are mine.


The SHIELD Jet cruised through the cloudy night sky, its quarry in tow. One sociopathic Asgardian, a ninety-three-year-old soldier, a man in a literal machine, a teen who can literally build machines, and another teen who can turn into monsters…yeah typical scenery. Of course, the Quinjet was piloted by a redhead superspy working for whatever government they have in this universe, who was currently on the radio with the redhead.

"Has he said anything?" A man's voice could be heard on the radio.

"Not a word." Black Widow responded as she and her co-pilot flew the Quinjet. She looked back warily at the captured Asgardian seated in the carrier portion of the Jet. Her years of honed instincts told her something was off about Loki, but she was still trying to place her finger on it. A brief glance at Captain America, Steve Roger, suggested he shared the same concerns, unfortunately, the supersoldier was occupied mediating a colorful conversation between her three personal headaches: Tony Stark, Iron Man, Ben Tennyson, and Rex Salazar. They introduced themselves back in Germany when they loaded Loki on the Quinjet. They did try to handcuff them, but the two easily got it out as they pointed out that they could have killed them if they wanted to but wanted to be trusted.

"Just get him here. Along with his potential assailants." The man ordered, a helmetless and maskless Captain America and Iron Man standing near the cockpit and looking towards the handcuffed Loki, sitting in the back seats of the Quinjet. "We're low on time."

The communication ended, Natasha Romanoff, Black Widow, focused on piloting the jet. Her gaze briefly flicked towards Tennyson and Salazar, silently observing the teens being passively interrogated/prodded by everyone's favorite billionaire playboy in the world's most expensive suit.

"So how'd you do it?" Tony asked what everyone was thinking.

"Do what?", Ben replied.

"The whole velociraptor and mechanical hands.", the billionaire inquired, getting a raise eyebrow from the teens who look at each other. "Lemme guess...SHIELD experiment?"

"Uh..what's SHIELD?" Rex asks.

"Strategic Homeland Intervention, Enforcement, and Logistics Division." Steve answered.

"Wow, that's a mouthful." Rex said in surprise.

"We get that a lot." Black Widow hollered out to him.

"But no, as we told you before, we are from different universes." Ben explained to them.

"Still, how do you two do it?" Tony questions the teens. "Gamma Radiation?"

"Nope." Ben said.

"How about a mutant?" Tony ask.

"Not even close." Rex told him.

Tony looks at Rex specifically. "So are you some kind of android or robot?"

"I'm not either of them." Rex answered, but that's when Ben spoke with a smile.

"I like to call him robot kid. Ben said with glee as Rex glares at him.

"See this kid gets it." Tony turns to Steve as he points towards Ben, but the super soldier wasn't too happy.

"Look, it would help a little better if we know about you guys." Steve said wanting to go the nice route of learning from the two and what their intentions are coming to this universe…even if he doesn't understand it completely.

Ben and Rex turn to each other as if they were communicating in their heads, after a few moments, Rex sighs. Almost like winning the argument as they agree to tell their tale.

"I'll go first." Rex volunteers.

"This should be good." Tony commented.

"Well six years ago in my universe, our planet was normal, then out of nowhere WHOOSH! There was an accident. No one knows why it happened. All we do know is that it caused these tiny machines called nanites to get into every living thing. Every once in a while, the nanites turn humans or animals into monsters."We call them EVOs." Rex explains his story. "Most EVOs just want to wreck stuff. And that's why we have Providence. Kinda like your SHIELD. I guess you could say that I work for Providence. I'm their secret weapon. So secret that they have to keep me hidden away, well until I revealed myself to the world under different circumstances. When the situation gets really tough, they have to call on me to handle things with the skill and professionalism of highly trained soldiers. Psh, yeah right. Here's the cool part: I'm an EVO too. But for some reason, we're different from all the others. Instead of my nanites turning me into a rampaging monster I control them. Tell them what to do. That means I can do things like THIS!" Rex exclaimed as he forms his Funck Knucks. Luckily the Quinjet was big enough for Rex to transform his hands into weapons.

"Woah!" Steve said in surprise as Tony was shocked as well.

Ben looks at Tony. "Kinda make your suit look obsolete." He jokes, making Tony glare at him.

"Yeah right." Tony scoffs at that. He then decided to turn the tables on to Ben. "So I'm guessing it does have something to do with that fancy not-a-wristwatch you're wearing?", Tony surmised, pointing down at the device on the teen's wrist.

Ben's hand instinctively went to the Ultimatrix. "Yeah, thought so", Tony said smugly, "I mean it wasn't screaming designer label or fashion choice anyways. I would know, I've dated way too many models in my time. Probably not the best thing to do in your youth, mind you. Tends to leave a mark, and not the good kind. More like a psychological scar from trying to fill a wanton need in your soul, and it doesn't age well. Hey, mind if I touch that? "

The billionaire's hand inched towards the alien device, only for Ben to snatch his wrist away, the device out of Tony's grasp. Cap shook his head, glaring at Tony.

"Yeesh, touchy! Did you make it? Probably not. So how does it work, exactly? Bio-inhibitor? Nanotech? Molecular Refraction? Magic? The last one was a joke by the way. Your generation's definition of humor's pretty weird. Ever hear of Reddit? Absolute nightmare, can't even begin to understand. The language alone's probably gonna give ole' stars and stripes over here an aneurysm", Tony quipped as he gestured towards Captain America, now currently observing the exteriors near the windows with a cautious glance at their quarry.

"It's Advanced Alien tech", Ben stated flatly. Tony was already reaching Dr. Animo's levels of "creepy scientist curiosity". Both Captain America and Tony were equally dumbstruck.

Tony blinked. "Seriously?",

Ben nodded, arms folded as he leaned on the walls of the cockpit.

"Alien? As in E.T.? UFOs? Please don't tell me Fury Almighty's been nuttier than I think he is...".

Ben merely raised the device in question, "It's called the Ultimatrix, and it basically turns me into aliens."

"Wait, as in aliens? There's more? We're talking intelligent life other planets?" Tony ask.

The teen hero gave a smug grin.

"Yeah, I was skeptical too." Rex said. "But after a while, the things he can do just make sense."

"Uh-huh..." For the second time that day, Tony was stunned. He'd seen reports of supposed alien creatures all over the news, not to mention the "classified" footage Coulson presented to him when he broke into his Tower (typical SHIELD agent) and dumped a fat pile of boring work files on his lap, completely ruining date night for him and the lovely Miss Pepper Potts.

But before he or Steve can ask the teens on why they are her in this universe, another voice spoke. "You seem rather surprised, Stark." Loki's voice piped up, the man not even glancing in their direction.

"Don't recall anyone talking to you, Ruldoph..." Tony retorted.

"Does it frighten you? It always does, to lesser creatures, the idea of their world being bigger than their feeble minds can comprehend. You are but a worm, that crawled from the earth and now seeks to comprehend the sun." the Asgardian monologued.

"Okay, anyone else getting ominous vibes?" Rex asked.

Steve huffed and looked to the front of the Quinjet. "I don't like it." Steve said.

"What, Rock of Ages giving up so easily?" Tony questioned.

"I don't remember it being that easy." Steve responded, looking back at Loki, suspiciously. "This guy packs a wallop." After having Ben and Rex explain their origins, he can tell that they are telling the truth. Mostly because of his instincts to trust people as well as their body language on how they explain their powers. So he can definitely tell they weren't working with Loki.

"Still, you are pretty spry, for an older fellow." Tony complimented. "What's your thing? Pilates?" He asked as the two looked at each other.

"What?" Steve questioned.

"It's like calisthenics." Tony clarified. "You might have missed a couple things, you know, doing time as a Capsicle."

Steve stared silently at the armor-suited billionaire with a cold stare. "Fury didn't tell me he was calling you in." Steve spoke.

"Yeah, there's a lot of things Fury doesn't tell you." Tony responded with a shrug as he is used to it.

"Oh, so you guys have that here too." Ben said as he thought about the time when Max didn't tell them things when they needed to know.

Steve was about to retort, when a torrent of lightning bolts cut through the dark clouds, causing the plane to jerk abruptly , the atmosphere becoming unnaturally turbulent. A loud rattling in the interior coupled with a loud whine as the engines fought to stabilize the plane drew everyone's attention.

"Where's this coming from?" Black Widow asked out loud. Nothing in the radio briefing services, broadcasts, pilot reports, satellite, and weather radar imagery had indicated the arrival of a storm.

Even Steve, Tony, Ben, and Rex look outside the windows when Rex noticed Loki, who had an emotionless face, appeared concerned as he leaned forward, his eyes cast towards the roof of the carrier, as if awaiting something. "What's wrong?" Rex asked, drawing Ben, Tony, and Steve's attention. "Scared of a little lightning?" The EVO taunts almost in a mocking way.

"I'm not overly fond of what follows." The Asgardian replies, his attitude strangely laid back given the circumstances.

Rex was going to retort as Ben, Steve, and Tony stared at each other in confusion when the turbulence only became worse, before some unseen force, a figure, impacted the SHIELD jet's roof with uncanny speed, causing everyone standing in the cockpit to wobble before scrambling to find their balance.

Tony reached for his helmet and put it on, the eyes lit up with blue as Ben dials up the Ultimatrix. Rex forms one hand of his hands into Smack hands as Black Widow got the Quinjet to stabilize. Steve immediately puts on his helmet when he notices what Tony is doing.

"What are you doing?" Steve questioned as Iron Man walk forward and open the ramps.

They were immediately greeted with a blast of wind from the storm-filled air. A blond, viking caped figure appeared, the same that had landed on the jet, wielding a giant hammer in his right hand. The viking walk forward without a word passing his lips. Loki stared at the man with wide alarm and hints of fear.

The viking slapped Ben to the side, who was about to transform. Iron Man tries to stop him by raising his hand towards the approaching the viking, the hum of his repulsor blast charging up. But the man was having none of that as he slammed the top of his hammer onto Iron Man's chest, sending the Iron Man flying back towards Rex and Captain America, which made them collided with one another as they landed on their backs with a grunt.

Thor reached out and grabbed the cuffed Loki, his large strong hand around his neck. He switched the hand to God of Mischief's shoulders, turned to the outside and flew out with Loki. Thunders and lightning left their path.

Black Widow looked back with surprise as Iron Man climbed back to his feet with a groan. "Now there's that guy." He said.

"Is that who I think it is?" The teen shapeshifter asked as he got up.

"Another Asgardian?" Black Widow deduced from the pilot's seat, as she attempted to keep the plane's flight path in the storm.

"That has to be Thor, right?" Rex questions as he wasn't expecting to meet a God. "The one from Norse mythology?"

"Think the guy's a friendly?" Captain America asked further.

"Doesn't matter." Iron Man said, looking back before marching to the open bay doors. "If he frees Loki or kills him, the Tesseract's lost." Iron Man got ready to jump off the jet to chase after Thor.

"Tony! We still need a plan of attack!" Ben cautioned as he scroll threw his aliens for the job

"I have a plan. Attack." Iron Man declared as he jumped out of the jet and boosted himself out with his propulsion jets to chase after Thor, disappearing into the storm.

"That could of gone better." Rex said as he and Ben walk towards the ramp.

Ben and Rex turn back to Captain America who calls out to them. "And what are you two doing?" He questions.

"Planing on stop Iron Man before he does something stupid." ben answered before turning to Rex. "Wanna go first?" He ask.

"On three." Rex said with a smirk as he wants them to both jump at the same time.

"One."

"Two."

"Three."

And with that Blak Widow and Captain America watch as Ben and Rex willingly jump out of the Quinjet to fall out of the sky. The super soldier immediately run over to the ramp on to see something amazing happen.

Rex's body began to glow bright blue on his skin before it morph into what looked like ajetpack with giant robotic parts of a rocketship.

Ben's case was different as he slams down his Ultimatrix and he disappeared in a flash of green light. And before Steve can see what Ben has turned into, the shapeshifter and EVO disappeared from his sight into the clouds.

Captain America let out a frustrated breath before running to grab a parachute. "I'd sit this one out Cap!", Black Widow warned from the cockpit.

"I don't see how I can." Captain America replied, buckling the straps of his parachute on his back.

"Rex and Ben seem to be on our side and from what I can tell, they aren't that careless. Plus, these guys come from legend." The spy advised. "They're basically gods!"

"There's only one God ma'am", Steve stated, marching briskly towards the open hatch, "And I'm pretty sure he doesn't dress like that!" The super soldier finally grabbed his shield, and promptly dove out through the entrance. He began to free fall from the side with his shield strapped in his left arm, thrusting the shield out and zooming toward the ground.


So what do you all think of this chapter? Hope this was long enough for you all. originally this was going to be longer as it includes Thor fighting Rex, Ben, and Tony, but decided to crap it and make it, it's own chapter since it would be a long one. Until next time, UltraPhantom out!