Generator Rex, Season Three (2012-2013)

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:
You get an Upgrade.

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

Ben:
I'm not talking about a nanite.

(Transforms into Upgrade)

Rex:
Hey, what are you- [Upgrade merges with Rex] Whoa, okay, that feels weird. [Upgrade covers Rex's body like a suit] Wow, what supposed to happen now? [Upgrade's head appears on Rex's left shoulder] Uh...don't do that, you freaking me out!

Upgrade:
Build something!

Rex:
[Builds a Smack Arm, which is modified by Upgrade] Sweet, so what's the plan?

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

Rex:
Works for me! [Rex builds a Boogie Pack and blasts off]