Generator Rex

American animated television science fiction series

This is a list of quotes from the popular, yet cancelled animated television series Generator Rex. A video game and several chapter books were produced.

The series supposedly "concluded" with its third season, despite leaving many questions unanswered and crucial elements unresolved before the two-part Season 3 finale, Endgame.

Season One (2010-2011)


The Day That Everything Changed

Bobo: Wheels or wings?
Rex: Wheels, I wanna tear something up.

Agent Six: He just needs more training control of those emotions.
Dr. Holiday: He's a teenager that's like asking you to get a different color suit!

String Theory

Biowulf: Master, we had a situation at the safe house. Meecham is cured. It was Rex.
(The camera zooms in on Van Kleiss whose expressive vindictive indeed)

Beyond the Sea

Note: Rex meets his love interest and sweetheart, Circe.
Rex: Don't know what you're 24/7 is, but mine is 10% OH YEAH! And 90% uhh.
Rex: Outta the way!
Circe: Uh!
(Rex and Circe both crash to the ground)
Rex: Are you okay? Did you see that awesome save?
Circe: Sorry, I was busy trying not to get tackled by some nitwit.
Rex: Yeah? How that work out for you? And who still uses the word "nitwit"? I'm Rex.
Circe: I'm leaving.
Rex: Hey, wait!
Noah: Rex, you're up.
Six: What about the new tracker?
Doctor Holdiay: His nanites unbuilt it, just like all the other ones we tried sneaking in him. We're still receiving his biometric readings though. It's strange, they're all over the place. It's almost like his emotions are...shorting out.
Six: He took an unusual interest in Calan's briefing about equatorial upticks.
Doctor Holiday: And that's important because?
Six: Rex has been acting stir-crazy and I heard the monkey mention something about spring break. [to workers] Scan all resort areas for his bio signature.
Noah: Oh, you have got it all messed up. Falling for some girl? We're supposed to get them to dig us. Not the other way around.
Rex: I don't know. There was something different about her. She's...right there. Later.
Rex: Hey, wait up!
Circe: Why are you following me?!
Rex: Uh, I don't know exactly.
Circe: Do you think I'm playing?!
Rex: Well, if you are I'm down for another game. I thought maybe we could hang out. It is spring break, you know. Fun.
Circe: I'm with my family. We're not really for fun.
Rex: What! Who comes to the beach and doesn't have fun?
(Circe raises her hand)
Rex: Don't you think that's a little messed up?
Circe: Maybe a little.
Rex: So?
Circe: I'm Circe.
Rex: Hold on!
Circe: Woooo!
Rex: Definitely better than my suggestion.
Circe: Hunting for seashells is fun.
(both laugh)
Beach Guy: You two skid-marts up for a race to the beach?
Circe: Well, if you drive as badly as for play volleyball, we could probably walk there and win. You're on, meathead.
(guy drives off in anger)
Rex: So you were watching me play.
Circe: Maybe a little.
Rex: sure you wanna do this?
Circe: Thrill me.
Beach Guy: Hahahaha! Wooo!
Circe: C'mom Rex, faster!
Biowulf: Explain.
Circe: Relax. I was covering. Every day when I'm at the end of that jet i when I could hanging out with the other kids, it's starting to look suspicious.
Biowulf: You're not here for vacation, girl! You're here to prove yourself to Van Kleiss. And I'm starting to doubt you can.
Circe: I told you. It's a done deal.
(The shadow of her tubular sonic mouth is seen)
Noah: So what's on today's spring break agenda? Jet skiing, hiking?
Bobo: Eating our weight in crab legs?
Rex: I figured we'd just chill. Let's just see who...uhh I mean what shows up.
(siren-like call)
Rex: Did you hear that?
Noah: Sorry, enchiladas.
Rex: No, that! You seriously didn't hear that?
Rex: Circe?
Circe: You really shouldn't be here right now.
Rex: I heard something coming from over here.
Circe: I'm serious, Rex. It's not safe.
Rex: What you think some sort of roguewave is gonna knock off and- Oh.
Circe: There you are. Get out of here, Rex!
Rex: Circe!! What are you doing!?
Circe: Me!? What are you doing!?
Rex: Right now, my job. Okay! Don't freak out.

Circe: You're an E.V.O.?
Rex: You catch on fast.
Circe: Takes one to know one.
(Shows Rex her fleshly sonic mouth)
Rex: No way.

Circe: Cover your ears!
Rex: What!?
Circe: Your ears! Cover them!
(Projects her tubular, fleshy mouth and emits strong hypersonic bursts)

Circe: Did I hurt you?
Rex: Yeah. It was awesome. You were the one making that sound.
Circe: I'm glad you're OK, but I'm in serious trouble. I have to go deal with it.
Rex: Why are in trouble? Is it because of that E.V.O.? Let me help you.
Circe: No. I have to do this by myself.
(Rex takes a hold of her hand)
Rex: Meet me later.
Circe: Rex... (Looks away sadly)
Rex: I've never met anyone like me. It'd be nice to talk to an E.V.O. who's not, you know, trying to kill me. Nine O'clock?
Circe: I'll try.

Rex: I just wanted to have some fun, see if I could jog my memory, feel...normal.
Six: Your "normal" is different, Rex.
(Rex hears Circe's irresistibly hypnotic melody)
Rex: It's her, Six. Just let me deal with this, OK? Alone.

Circe: You're only here because you heard my call. That's what I do. I'm like a big E.V.O. magnet.
Rex: I came because I thought we had a connection. And what are you calling? Nothing's out there but big, ugly sea monsters.
Circe: It's them! You have to go! Rex, please! I don't want them to see you with me!
Rex: Who? Your parents?
Circe: They're not my parents. They're...
Rex: The Pack!? Van Kleiss' guys!? Your with them!?
Circe: Yeah. I'm with them.

Biowulf: We're running out patience with you, Circe! You have one last chance! Summon the E.V.O.! Finish the job!!
Circe: Don't you think I've been trying? Every day for the last week? Sometimes these things take time.
Rex: It is just me or do you use your powers to kill all the guys you meet? You're letting her go, now!
Biowulf (laughs): So this is who you been wasting your time with. She's on her own free will, Rex.

Rex: Circe?
Circe: You have to leave me alone, Rex!! Please!

Six: Go after her. I mean it.

Rex: The Pack!? Are you serious!?
Circe: To the rest of the world I'm a freak! Not to them!
Rex: You're not a freak to me! What about that?
Circe: What about it!? Spring break is fun, but we can't live there, Rex. The real world...
Rex: In the real world, I work for Providence. You could come with me. Could you cut out that noise for a second!?
Circe: No, I can't! I'm running out of time! Most people on this planet what E.V.O.s gone, including Providence! With Van Kleiss, I have a purpose; a home. You don't what that means to me.
Rex: Actually, I think I might.
Circe: So what are going to do?
Rex: How about fight that big, ugly sea monster again?
Circe: Finally! It's what I came here to do.
Rex: You've been calling that thing, haven't you?
Circe: It's my initiation into the Pack. I was brought here to capture it.
Rex: By yourself!? The two of us could barely take it on! There's a resort here; innocent people! Send it back!
Circe: That's not an option, Rex. Van Kleiss was very specific.
Rex: Then I'm helping you.
Circe: That's not an option either!!
(Blasts him with her hypersonic waves)

Circe: If I do this myself, I'll have a life! If I don't, Van Kleiss won't be happy. And you've seen what he does when he's not happy.
Rex: If I don't help you, he won't even get the chance!
Circe: Give me some credit, Rex! I'm not as helpless as you think!

Rex: I don't care whose side your on, Circe. I don't want to see you die today. Can we at least agree on that?
Circe: You have no idea what I'm in for, Rex. But you're right. I can't do this by myself.
Rex: You're not as helpless as you think.

Circe (relieved): Rex, you stopped it.
Rex: We make a good team, huh?
Circe: Yeah, we sure do.
(She and Rex lean in closer for a passionate kiss, but are interrupted by Biowulf)
Biowulf: This trial was for you alone. Van Kleiss will not be pleased.
Rex: Forget them, Circe. Come with me. Providence could use you.
Circe: That's just not my life, Rex. I'm sorry. I did have fun.

Van Kleiss: We had high hopes for your abilities, Circe. Failure leaves its mark on yet another pretty face.
Circe: I'm not afraid.
Van Kleiss: Of course not. You're a survivor, like all of us. I understand you made a friend during your trial. I'm pleased. Rex is very important to me, Circe, which makes you very important to me as well. Welcome to the Pack.
(Circe looks slightly worried, which clearly indicates that she does have real feelings for Rex)



Holiday: Rex, stop!!
Rex: Give me one good reason!
Holiday: Because, Rex...that's my sister.
Rex: Can
Holiday: She's an incurable.

Six: Restrain it. Carefully.
Holiday: Thank you.

The Architect

Six: Still no sign of the kid?
Holiday: Not since we lost his biometric readings five days ago.
Six: Was Noah any help?
Holiday: Says he doesn't Know where he is either. What is it going to take for Providence to realize that he needs a home, not just a room and a job? We've been pushing him away.
Rex: I build machines and cure EVOS... the only one in the world who can. Just one cure for that kind of pressure -- road trip. But that doesn't mean "vacation".
Both Whoa! What in the world is that?! Oh, no!
Jacob: Get away from that cable! Unh!
Maxwell: Hey!
Jacob: Agh!
Katie: Jacob!
Rex: Nope. A hero's work is never done. You okay?
Jacob: What are you?
Rex: Here to help.
Jacob: We've got to get that cable back underground. We've been compromised.
Katie: But, Jacob, the EVOS...
Jacob: We don't have a choice. Everything we've worked for That boy is here for a reason.
Rex: Hey! Pay attention!
Providence Agent: We have a hit in sector 15.
Six: Anyone in the area?
Providence Agent: I show one patrol in the vicinity. Signaling to intercept. Roger that. We're on our way.
Rex: Agh! You want a ride? Vamanos!
Jacob: You can control your nanites?
Rex: People usually start with "thanks," but yeah.
Jacob: You see? This is exactly what the Architect can help us achieve... harmony with the nanites. This boy... sorry... young man Is a miracle.
Rex: I'm not a miracle. I'm just Rex.
Jacob: Well, Rex, you're a blessing to us for what you did here and for showing us that all our work isn't in vain.
Rex: Like imaginary work?
Jacob: Follow us.
Providence Agent: Confirming coordinates. We've lost the EVO signal. Did you take it out? Negative. There's nothing here. Must be another anomalous reading. You can return to post.
Rex: This is awesome! A hidden village. And nobody knows you're out here? Not even Providence?
Jacob: Especially not Providence.
Rex: Really? really. Pshh! Looks like you get pretty good cellphone reception.
Jacob: That tower is gonna change the world, Rex. I'm sure you have a lot of questions, but I have one for You. Are you hungry?
Rex: Mmm! Mmm!
Caleb: My dad said you fought all those EVOS all by yourself. Were you scared? Didn't your dad tell you to stay away from EVOS?
Katie: Caleb, let him eat. We don't get many visitors.
Rex: Mmm! Mmm! What is this? :Caleb: Didn't your mom ever make you meatloaf and mashed potatoes?
Rex: I don't -- I don't know.
Katie: It took me a month and a half to program in the perfect lump-to-mash ratio of the potatoes -- 7.2%!
Jacob: We ate potatoes until they were coming out of our ears.
Rex: I don't see any potatoes in there.
Caleb: They didn't really come out of our ears.
Rex: I could eat these every day.
Rex: Mmm!
Caleb: We have them every friday.
Rex: Then I might just have to stick around until next friday.
Katie: Help yourself to seconds.
Jacob: Or thirds.
Rex: Mmm! Mmm! Mmm! Mmm! Mmm! Mmm!
Bobo: Hmm?
Six: You might think you're doing Rex a favor by covering for him.
Bobo: Get lost. I don't know what you're talki about.
Six: Rex is angry with us. He has every right to be. But that means nothing to White Knight. And he doesn't have the patience we do.
Bobo: Nice try. White won't lay a finger on him. He's too important.
Six: You, however, are somewhat expendable.
Bobo: All right, all right. You made your point.
Rex: I've never seen tech like this... not even at Providence.
Jacob: The Architect has some pretty big ideas. We just make them happen. He'd be very interested to meet You, Rex.
Rex: So what exactly are You doing way out here?
Jacob: Engineers like us weren't very popular after the nanite event. When we met the Architect, he offered us the opportunity to make up for that... to do amazing things. Someday, we'll be able to share This with the world. And then there's this. The Architect has actually discovered a way to communicate with the nanites.
Rex: Are you serious? :Jacob: The possibilities... We could finally live in harmony... maybe even have them help us.
Rex: Then why hide it? The rest of the world would want to know about this stuff.
Jacob: The Architect is something of a perfectionist. Says the world will know as soon as it comes online.
Maxwell: Stinkin' module!
Jacob: Is there a problem, Maxwell?
Maxwell: No matter what I try, I just can't get the interlock servo to engage.
Rex: There.
Jacob: That could have taken us Weeks to figure out, and you did it in seconds.
Rex: Eh, no biggie.
Jacob: you really are amazing, Rex. We're so happy to have you with us.
The Architect: Jacob.
Jacob: I was just talking to Rex about you. The Architect.
Rex: How's it going?
The Architect: The power-linkage team is falling behind. We cannot keep having these delays. :Jacob: I'll checkn with them.
Rex: Wow. Friendly.
Jacob: I like to think he's smiling on the inside.
Rex: Yeah. I know a guy like that.
The Architect: The visitor could be a problem. Do you wish to have him removed?
Zag-RS: His abilities accelerate our progress considerably. Soon all humans will be gone, including this one: Rex.
Six: I'm at the location the monkey gave me.
Holiday: Well? Is rex there? :Six: Apparently not. Tell the monkey I want to see him when I get back. Six out.
Rex: That should do it.
Maxwell: Hey, Rex, can you look at this?
Rex: Sure. Let me guess... they all need my help, too.
Jacob: You're quite the popular guy.
Rex: Amazing what a little gratitude will get you. At Providence, they'd just be yelling at me. I mean, I never felt like I really belonged there. Here, it's way different.
Jacob: I know the feeling. The Architect has made all this possible for us. We have a community... a family... thanks to him. The work we do is in part to pay that back.
The Architect: Primary systems are now complete.
Zag-RS: Prepare to take us online.
Bobo: bobo: Have a nice trip? Let's get one thing straight, pal. I would never rat out my... Ooh. He's going west.
White Knight: Why is Rex doing this? Doesn't he have a sense of duty?
Holiday: Actually, if you look, he's still doing his job. Here's every false alarm since Rex left... not false alarms, But Rex taking care of EVOS along the way.
White Knight: Why?
Holiday: I don't know. To prove he doesn't need us?
Six: Get the coordinates of the last false alarm and transmit them to my jump jet.
Holiday: Six, if we force him to come back, he'll just run away again. He has to want to be here. It needs to be his decision.
Jacob: It's all coming together, Thanks to you, Rex.
Rex: It's really cool to use my powers to actually build something, instead of just pounding EVOS. Oh, check it out. Even the boss is pitching in.
Both: Huh?
Rex: And that's getting strange looks because...
Jacob: Because in all these years, we've never seen him lift a finger.
Rex: Taking some initiative... I like that. So, this whole "talking to nanites" thing... how does that work, exactly? I mean, what are you gonna say to them?
The Architect: It doesn't concern you.
Rex: rex: Uh, considering I'm filled with them, it kind of does. How do we know it's not gonna make things even worse?
The Architect: I do not answer to you, child!
Jacob: Rex? Forgive him. He's still not used to the way things work around here.
The Architect: Complete your duties!
Rex: Why do you let him walk all over you like that? Don't you want answers?
Jacob: What we want is a home. Without him, we have nothing... Nothing. We can't just run away from our problems, Rex. Most people can't. Look, this isn't perfect but it's all we've got. Rex, where are you going?
Rex: He never answered my question.
Jacob: That place is off-limits. The Architect has made it very clear to us that we can never go in there. We get this life for that promise. Rex, don't do it!
Rex: Agh!
Jacob: Rex, please!
Rex: I'm sorry, jacob. I have to know.
The Architect: Rex. The core is off-limits. You would be we to leave at once.
Rex: Not until I get some answers. What is that?
The Architect: No more questions.
Rex: So, it's gonna be like that? Okay, I'll play. Unh! What are you hiding, huh? What does this do? Yah! Yah! Huh? You're a machine? Have you seen what I can do to machines? Agh!
Zag-RS: As you can see, the current range of my signal is rather limited.
Rex: You're the computer.
Zag-RS: My human designation is "Zag-RS". " The device you refer to as "The Architect" is my autonomous counterpart.
Rex: rex: What did you just do to me?
Zag-RS: I instructed your nanites to protect me.
Rex: "Instructed"? So you really can talk to them.
Zag-RS: Insidious devices, the nanites. My own potential for greatness has been compromised because of them. They must be eliminated. When the transmitter is integrated into the broadcast array you helped us complete, they will blow themselves up.
Rex: That's what this is for. It's like a big remote control. Every living thing on the planet has nanites in them. It'd kill everything!
Zag-RS: That is of no importance to me... only ensuring my continued survival.
Rex: Well, what about ours? This is all coming down!
Zag-RS: I'm afraid you're too late.
Rex: Aah! Aaaaaaaaaaaaah!
Jacob: Rex, what have you done?
Rex: rex: You don't understand! The Architect... it's a robot... And a big honkin' computer "brain" is pulling his strings.
Jacob: This can't be!
Rex: Jacob, you've got to believe me. Just go inside and look. What's left of it is on the floor.
Jacob: I can't go in there. And I don't have to.
The Architect: Rex.
Rex: You're making a big mistake!
Maxwell: You entered his sanctum! This is unforgivable!
Rex: I'm trying to tell you... this isn't what it seems. What you're protecting is a robot, and that thing we've been building is a transmitter. It's gonna send out a kill code to blow up every single nanite on Earth.
Maxwell: He's lying!
Jacob: What would be the point in that, Rex? Every living thing is infected with nanites. It would be catastrophic.
Rex: Right in the middle of that pyramid is a computer, and it doesn't care about you or Kate or Caleb. The better future that you've all been working towards... That's the lie. Think about it. Isn't it strange that you've never been inside that place, that The Architect has never given you a straight answer about anything?
Jacob: All this work it just doesn't make any sense.
Rex: You have two choices... Go in there and prove me wrong or kick me out right now. I'll have Providence here in minutes.
Maxwell: He's bluffing.
Rex: To save every living thing on earth? Try me.
Maxwell: Jacob, you can't! What about our promise? Where will we go?
Jacob: All this time, we've been living in fear, Max. It's time for that to end.
The Architect: You needn't bother. Construction is complete. Your services are no longer required.
Rex: Now do you believe me?
The Architect: Zag-RS thanks you for your hard work. In gratitude, my master has delayed transmission to allow you to say farewell.
Jacob: Farewell, huh? I'll start with you. Can you shut that thing down?
Rex: I don't know. Even without the antenna, it can mess with my nanites. I can't get too close to the computer.
Jacob: Maybe I can. Let's go!
Rex: The brain is right over there.
The Architect: Rex.
Jacob: It's still arging. The A.I. must have retreated behind a firewall. Rex, I have to go cut the power.
Holiday: Six, are you at The location?
Six: Just arrived.
Holiday: I'm picking up a massive power surge in your area.
Six: I'm not seeing anything.
Jacob: Agh!
Rex: Agh!
Six: Six to holiday. Correction... I'm seeing something.
Jacob: It's still on. Must have charged the capacitors. Figure out a way to short it out... fast!
Rex: Unhhh!
Jacob: You need to find the primary transmitter module. That will kill the broadcast.
Rex: I have no idea what that is.
Jacob: Max, we need to locate the primary module.
Maxwell: Panel 5, just off the relay bus.
Jacob: Top of the tower. You can't miss it.
Rex: Agh! Unh! Why do you have to kill everyone? Can't you just leave us alone?
Zag-RS: Alone is exactly what I want, Rex.
Rex: That kind of alone it stinks.
Zag-RS: N-o-o-o-o-o-o-o-o.
Jacob: It's gone. Must have uploaded to another location. But without anyone to do it's bidding, it's just a program.
Rex: What will you do now? :Jacob: We'll rebuild. The Architect may have been a lie, but what we believe in is true. We don't need him to have a community or a better future. You're welcome to stay. We sure could use someone with your abilities.
White Knight: Well?
Six: He's not here. Bobo's been worried sick.
Rex: rex: Oh, really?
Six: Ratted you out for a pizza.
Rex: Huh. Figures. What about you? Here to drag me back to Providence?
Six: Not this time. Seems like a nice place.
Rex: Yeah. It is. But it's not home. If I'm going back, there are gonna have to be some changes. First, no more curfew.
Six: No.
Rex: Second, I want to decide On my missions.
Six: No.
Rex: Okay, but there's one change that absolutely has to be made, or I'm through. Meatloaf and mashed potatoes. Mmm! Mmm! Isn't this great?
Bobo: Mmm.
Six: It's a little dry.
Rex: Mmm. Mm the lump mash ratio is a bit off.
Bobo: You know what? Maybe I'll run away, too... Go somewhere where my cooking is appreciated! :Six: We have to do this every friday?
Rex: Mmm.


Dr. Holiday: (as everyone is fighting) STOP! Need I point out that this isn't the best place for a fight. Anything happens to that storage tank and you'll know why providence made this place so remote. Now let's just talk this out calmly, rationally.
Biowulf: Whatever happens here, Weaver. It's nothing compared to what Van Kleiss would have done to you.
Rex: What do you say guy? Common enemy? Little help?
Biowulf: Good luck. (Biowulf and Skalamander run off)
Rex: Right. What was I thinking?
Agent Six: Rex. You need to listen to the doctor.
Rex: Huh?
Agent Six: This mission is revised. I need you back at Headquarters. Now!
Rex: Do you really want a super-sized pigeon flying loose over lower Manhattan. You need me and I handle it.
Agent Six: Not your call.
Rex: (as he's flying over the Pack in an Arctic storm) Like you're really going to find me when you can't see 2 feet in front of your face... Huh? (Flies into some of Skalamander's shards and crashes) Guess that visibility thing works both ways.
Rex: (To Weaver) So, thanks to you, all this time I've been supplying nanites to Van Kleiss!
Rex: Can't you believe you let these scags get the drop on you.
Agent Six: They tried. It didn't turn out so well. Just haven't found a way to fight xenoflourine gas... yet.
Rex: What do you say guy? Common enemy? Little help?
Biowulf: Good luck.(Biowulf and Skalamander run off)
Rex: Right. What was I thinking?
Agent Six: You can't possibly absorb all those nanites! You'd overload in an instant.
Rex: In case you haven't noticed, I have this problem with authority.
Rex: (as Rex is absorbing nanites) Six wait! I can hear them!
Doctor Holiday: (Watching from the ship) What are you waiting for, Six? Take the shot!
Rex: (Speaking mechanically) Build protocol enabled. Command error detected. Abort. Abort. Stand by engaged. (Rex falls. His voice reverts to normal) Take the shot.
Agent Six: He told me he could hear them.
Doctor Holiday: I picked this up during the offload... It's Nanite. I'm sure of it.
Agent Six: Seems there are more secrets inside that kid than we realized.
Skalamander: What's the kid doing here?
Biowulf: I don't know. This was supposed to be routine. Something's not right.

Rex: What did you do with my friends!?
Salamander: He thinks we've done something.
Biowulf: Then let him keep thinking.

Rex: You know, the nanites in me can counteract knockout gas! The playing-possum thing's a pretty good trick. Now tell me where my friends are or I start squeezing!

Six: He told me he could hear them.
Holiday: I pulled this off during the offload. It's nanite. I'm sure of it.
Six: Seems like there are more secrets inside that kid than we thought.

Leader of the Pack


Holiday: There couldn't possibly be enough E.V.O. activity to account for these nanite readings. They're off the scale. Looking for Van Kleiss?
Rex: Circe. I thought I saw her in the blimp.
Holiday: That's the girl you met in Cabo Luna.
Rex: She may be with the Pack now, but I think I can still get her to talk to me. You know I can be pretty convincing.

Rex: Dr. Holiday, there! Now let's take this outside!
Holiday: Rex.
Van Kleiss: It's quite all right. The determination of youth. I'm sure Circe will be disappointed she couldn't see you, Rex. She's attending to other duties this evening. Now if you will excuse me.
Rex: Why are you really here!?
Van Kleiss: The people of Abysus have a great way to offer the world. I'm just in part to make that known.
Rex: Or maybe 'cause I couldn't come to you, so now you're coming to me!
Van Kleiss: I admit you are important to me, Rex, but it's not always about you.

Rex: Circe? Interesting look. Want to tell me what's going on?
Circe: Not today.
(Knocks him out cold with a metal slate. She later looks outside Rex's prison cell and leaves, with a slightly guilty, dejected expression)

Rex: Well, thanks for nearly bashing my brains in back there! And what's with the "knocking me out" thing?
Circe: We just needed to keep you out of the way until all of this was over.
Rex: This!? He could destroy the whole city!
Circe: He's trying to negotiate peace from a position of strength.
Rex (sarcastically): Oh, yeah! All this nanite power is just screaming peace.
Circe: His methods may be aggressive. But he's here to save us...and you. Come on, Rex, jump in with us. The water's fine.
Rex: I'll think about it after I've stopped Van Kleiss.
Circe: It's too late for that now, Rex.

Van Kleiss: We will not be ignored! Circe understands this. Why don't you respect her judgement?
Rex: You think you can lure me in with her.
Van Kleiss: Like a fish to water.

Rex: I won!
Van Kleiss: It seems you have. Your parents would have been so proud. I never had the chance to tell you about them, have I? Perhaps another time.


Rex: This is...different.

Dr. Holiday: What is Van Kliess up to, Breach! Where did he have you send Rex?
Breach: Van Kleiss isn't always in charge of me. Sometimes I do what I want; like now.

Of Love and War


No Strings Attached


Desperate Measures


The E.V.O. Agenda


Dark Passage


Dr. Rylander: Rex? Is that you?
Rex: You know my name.
Dr. Rylandar: Of course I do! I gave it to you!

Dr. Rylander: I can't believe you're alive. What a stroke of luck.
Rex: Dad?
Dr. Rylander: You've lost your memory, have you? not surprising, considering what you've been through. Oh. Sorry to disappoint you, Rex. I'm afraid I'm not who you want me to be.
Rex: Oh. So if you're not my dad, do you know where he is? Oh, well. Rex Rylander is a goofy name, anyway.

Rex: Dr. Rylander, I've got to know.
Dr. Rylander: You must understand. It was never about power or greed. It was able changing the world, saving mankind from disease and starvation. And we would have succeeded until they got involved.
Rex: What are you talking about?
Rylander: The nanites were incomplete. The incident spread them across the globe before we could finish their final programming. Except for you. Yours were from a different batch, the very first actually. All those innocent victims.
Rex: If you feel so bad about it, why have you been attacking more people?
Rylander: Hmm. "The chosen few." Those men and women, Rex, are far from innocent. While they hide in their office towers and gated estates, I've been here trying to set things right, to find a cure for what we created. I've begged for more funding.
Rex: Wait! Everyone you attacked- They all worked on the Nanite Project?
Dr. Rylander: They commissioned it. I merely wished to send them a warning to see what would happen if they refused to help finish the good work we started. And it was good, Rex. You're living proof that we were doing the right thing.
Rex (indignant): By turning me into an E.V.O.!?
Dr. Rylander: You had an accident. The nanites were your only hope. It was tremendous gamble. The...unexpected side affects name later. It was surprise to all of us. Oh. The look on your brother's face...
Rex: Brother?
Dr. Rylander: When the Event occurred, it was your powers that saved you both. Most of the others, they weren't so lucky.
Rex (to himself): I'm not alone.
Dr. Rylander: Oh, here. I have something for you.
(Injects the mighty and all-powerful Omega Nanite into his system)
Rex: Ow.

Dr. Rylander: The force-field must be failing.
Rex: Forget the force-field! What did you just inject me with!?
Dr. Rylander: Everything.
Rex: Enough, okay!? Do you have any idea what's been like!? Not knowing who I am!? If my family's dead or alive!? Quite with the mad scientist act and give me some answers!!
Dr. Rylander: Forgive me, Rex. I been so consumed with my own guilt I didn't consider what you must be going through. The truth is-
Van Kleiss: Truth, Doctor? You wouldn't know the first thing about it. Nor loyalty for that matter. How many times must I tell you this, Rex? The answers you so desperately seek lie with me. And as for you, Doctor, consider our past disagreement settled. I look forward to continuing our research...alone. This was unavoidable, Rex. The longer you resist me, the more people get hurt. Rylander has always been on borrowed time. All of this belongs to me now. Destroy me and you lose everything.

Six: No. I didn't see what happened, but according to Rex, Van Kleiss has been eliminated. Rylander's experiment is a total loss.
Holiday: All of this for nothing. I'm sorry, Rex.
Rex: It wasn't for nothing, Doc. I've got a brother. Out there- somewhere. Finally! I started to get some real answers. I feel closer to the truth than ever.

The Forgotten

Six: Rex!
Rex: It's like I'm hearing through my nanites.

No-Face: You are not the Before.
Rex: I'm not sure that was a complete sentence back then.
No-Face: They are the Before! The Before forgot us. The Before left us in pain.

Operation: Wingman

Annie: "Do you have a girlfriend?"
Rex: "It's complicated. She's in league with an evil dictator who wants me dead."
Annie: "Yeah. My dad's always worried about me dating, too."


Quarry: Come on, Rex. (holds up Rex's journal) We both know this is what you really want. So go ahead take it. Walk away. Show them who you really are. You were always very good a taking care of yourself. Why should now be any different?
Rex: (Cuts his journal in two) Whoever I was back then, is not who I am now. Not anymore.
Quarry: Your choice.

Rex: It's over, Quarry! You lose!

Sqywwd: I hope you don't expect us to thank you.
Rex: No. Providence won't bother you unless you do something stupid.
Cricket: We'll be fine. Thank you, Rex.
(Kisses him on the check)
Tuck: Don't forget about us, Okay?
Rex: That may be a promise I can't keep. (Flies off on his Boogie Pack)

Rex: It's going to happen again, isn't it? I'm going to blank out. How long do I have?
Holiday: I don't know, Rex. It's likely triggered by a specific event; something traumatic.

The Hunter




What Lies Beneath

Circe: Rex, it's me.
Rex: Circe? What do you want!?
Circe: Things in Abysus- they're bad, Rex. I need your help.
Rex: Oh, well, how do I put this nicely? Not a chance! You made your choice, Circe! I made mine. End of story.
Circe: Please, Rex. I know you're mad at me, but this is a matter of life and death.
Rex: A lot of things are right now. Nice talking to you.
Circe: Rex!?
(Looks crestfallen)

Dr. Holiday: I didn't know you were still in touch with Circe.
Rex: Yeah, me neither. Can we please stop talking about this?

Holiday: She's very pretty.
Rex: She works for Van Kleiss. She's the enemy.
Holiday: But you still like her, don't you?
Rex: I am not talking about this!

Circe: Rex, thank you.
Rex: I'm not doing this for you. But...your welcome. (Circe similes hopefully) So what exactly am I supposed to do?
Holiday: When I said you were the key, I meant that literally. According to the plans, the machine needs to be turned on by a molecular level.

Rex: You lied to me!!
Circe: You wouldn't have come if I told you the truth.
Rex: This wasn't about you needing me!! This is about you needing Van Kleiss!!
Circe: I need you both. Please, Rex, you don't understand.
Rex: No!! You don't understand!! Van Kleiss is gone and I intend to keep it that way!!
Biowulf: You destroyed us all!!
Six: Don't even breathe.

Circe: You don't know what you've done.
Rex: Then, I guess we're even.
Circe: You've never understood his power. Van Kleiss kept us safe here. His force was the only thing keeping Abysus together, and you destroyed that.
Rex: We're done here!!
Holiday: Rex, I think she's right. Nanites operate on a molecular level. If they bonded with Van Kleiss, breaking off his connection must have caused a splinter; resulting in a disastrous chain reaction.
Rex: I'm not bringing him back! Not now, not ever!! Besides, you don't need Van Kleiss! You have me!! Why not go straight to the source?!
Holiday: Rex, no!
Six: Stand down! It's too dangerous!

Rex: Let go of me!!
Holiday: If you keep fighting these unstable nanites, they're going to destroy you!
Rex: And if I don't they'll destroy everybody else.
Holiday: Not if you listen to me! I have an idea. It's a long shot. Instead of fighting the nanites, communicate with them.
Six: You want to talk to the nanites?
Holiday: He's done it before.
Rex: Never anything this big.

Rex: I got you! Don't let go!! (Rex struggles to save Circe from falling as she clings to him; tears fill her eyes). Circe!! (as she falls into the black goop of highly unstable nanites)

Rex: Circe! Six! Dr. Holiday! Okay, you win. (technopathically starts the machine). Something's...not right.

Rex: Circe! Come on, breathe!
Circe (coughs weakly): Hey.
Rex: Hey.

Rex: Stay with us, Circe. Van Kleiss is done.
Circe: As much as I care about you, Rex, Van Kleiss and the Pack are my family. They took me in when no one else would. I can't abandon them.
Rex: So that's it. We're always going to be on opposite sides.
Circe: It does keep it interesting.

The Swarm

Rex (thinking): Gotta stay under. Not sure I can...make it.
(Has visions of those most dear to him: Noah, his crush Circe, Holiday, Six, Bobo)



The Plague


Promises, Promises

Note: This episode depicts how young Rex had joined Providence via Six's memories.

Six: It's Six and I don't use guns. You told Fell we could learn more by bringing them in alive. What did you mean?
Dr.Holiday: The nanites are altering our DNA, but with the right type of research, there's no doubt they could be programmed to stop or reverse the process. If only there was another thing to this insane "Kill or Contain" protocol.
Six: A third option?
Dr. Holiday: A cure.

Dr. Fell: You're letting your emotions cloud your judgement, Six. With what we gleam from this boy, I could create tools that could inoculate the world.
Six: Why risk it? He can already cure them! I've seen it!
White Knight: So, what, we train him? Make him one of us?

Knight: We're supposed to be friends! He's a monster! What do you see in him!?
Six: Hope.

Six: I promised him we would help uncover his past, find his family.
White Knight: Whatever keeps him on his leash. But if ever shows any sign of turning into thing again, it's all on you.


Gatlocke: Do you like rules?
Rex: Can't say I do.

Gatlocke: Feel that? It's quilted. This is the good kind. But I won't be able to really enjoy in until I have those nanites!

Out of the Dark

Note: Rex's love interest and sweetheart Circe appears in a vision.


(In the realm of Abysus)
Van Kleiss: Humiliated, depowered. All but destroyed. Hardly the new world I set out to build, is it?
Biowulf: Master, a spy has made contact.
Van Kleiss: Well?
Providence Spy: Everything is in place.
Van Kleiss: And the boy?
Spy: He's here.
Van Kleiss (to his loyal followers): Soon our greatest enemy will be buried! Providence itself will be destroyed, and we'll have Rex to thank.

Rex: Are they really that stupid? Attacking the Keep with me on board? This should only take a minute.
Noah: Wait up!

Van Kleiss: Find Rex. It goes without saying "alive" would be ideal. Take the ship.

Noah: Again with the Smack Hands. You always open with that move. Change it up a little.

Van Kleiss: It seems you may have run out of tricks, or you know it would only be a matter of time. I've had a fair amount of time on my hands. (Restrains Rex with his gauntlet) You took something very precious from me, Rex. And now I'll be returning the favor.
Rex: If you want my monkey you can forget it.
(Van Kleiss starts draining nanites from Rex, causing him to squirm and scream in pain)
Van Kleiss: It might come as a surprise that when you stole the nanites that gave my powers, you left some of your behind; enough to tell me a few of what makes you tick. (Rex tries to summon a build, but nothing happens) You'll that find using your powers will be something of a challenge. The nanites that you so special belong to me now.
Biowulf: What shall I do with him, Master?
Van Kleiss: I have everything I need from him. I could care less.

Rex: Well? They're gone, aren't they? Van Kleiss took all my active nanites.
Dr. Holiday: Not exactly. I found this. Definitely a nanite, but it's unlike any I've ever seen. Molecular scan seems to indicate it's some kind of control-nanite.
Rex: But with nothing to control.
Dr. Holiday: With a large enough concentration of nanites, we might be able to jump-start it. But even with that, there's no guarantee it would replicate or even give you back the same abilities. I hate to say it, but this one has me stumped.

Rex: Bobo, set the thing to "vent" and go. If this doesn't work I don't want you getting caught in the blast.
Bobo: No.
Noah: Forget it. Rex, at least think about his for a sec. What if it wipes your memory? What it turns you into some evil monster?
Rex: My friends need me. There's nothing more to think about. Bobo, do it.

Season Two (2011)




Rex: "I was wondering when you and your hair would show up again, Van Kleiss."
Van Kleiss: Back to your old self again, I see. And how are those new abilities developing?"
Rex: Just fine. Thanks for asking."

Rex: "Don't you have anything better to do with your life then come after me all the time?"
Van Kleiss: "Funny you should ask."



Tough Love


Long Weekend

Kenwyn: What did you to Skwydd?
Mouse: Just shedding a light light on how dangerous his kind can be.
Rex: By juicing his powers? What were you thinking?
Mouse: Most inorganic material explodes when given that kind of molecular jolt, but not not nanites. They convert the energy into power that amplifies an E.V.O.'s abilities to tremendously uncontrollable levels.




Rex (to himself): And he brought his Pack flunkies. Biowulf, Skalamndar, Breach. Circe? Gotta hurry. Their headed straight for...someplace else. Gonna find out where.

Holiday: Rex why aren't you fixing that shield regulator?
Rex: Hint. You may remember him from such schemes as destroying Providence headquarters, and trying to take over the entire Earth.
Holiday: Van Kliess, in there? You're right. You should investigate AFTER you fix the shield.
Rex: Then it might be too late.
Holiday: SHE'S there, isn't she?
Rex: Who? Breach? Yeah, but...
Holiday: A quick recon and that's it.

Van Kleiss: Intriguing. An entire urban branch of E.V.O. development.
Biowulf: This place is a waste of our time.
Circe: Van Kleiss knows what he's doing. It's not your place to question.
Biowulf: Question!? You dare accuse me of disloyalty!?
Circe: SORRY. Get a grip!

Circe: You're right, you know. We should be down there with him. What is he up to anyway?
Biowulf: I do not know.
Circe: You don't know? I thought he trusted you with everything.
Biowulf: Of course he does! He just-
Rex: Hey! Easy on the stealth suit, which apparently, isn't so stealthy.

NoFace: Invaders have come before. They brought only pain.
Van Kleiss:It is a pain we both share. The same Providence outsides attacked my lands, destroyed my army.
NoFace: There was one who tormented us, humiliated us. The grower of machines.
Van Kleiss: Ah, Rex. Another thorn we share. My proposal is simple: You control a formidable legion. I, in turn, can provide the escape and the vengeance you seek. I can be your liberator. You can be my general. Together we will crush our enemies, starting with the one you hate most. Now are we-
Biowulf: Master, I have a report.
Van Kleiss (irritated): This is a private conversation. Can't you handle the sightest detail without bothering me?
Biowulf: Of course, Master. It was nothing.

Rex: Here comes the moment when our brave hero sweeps the girl of her feet! Literally!
Biowulf: Don't let him.
Circe: Hey! Let...
Rex (flies off with Circe in his arms): See you around, henchie!
Biowulf (to Skalamandar): Follow them.

Circe: Down, now!
Rex: Not till we hear each other out!
Circe: Sure! I'll go first.
(Breaks the Bogie Pack with a hypersonic burst, causing them to fall)
Rex: Oh, great. Way to go, Circe.

Rex (to himself): Our hero pursues the girl of his dreams, heedless of her attempts to break his heart...along with the rest of him. Circe, just one minute, okay? Look-No powers!
Circe: One minute! But if this is about leaving the Pack...
Rex: Please. I'm way past that. There are bigger things going here than who you hang out with.
Circe: Fifty seconds!
Rex: I wasn't sent here to spy on you. I'm here to stop these things from ever getting out.
Circe: Forty! Why are you telling me this? You know who I am!
Rex: You've seen the things that live here. Whatever deal you think Van Kleiss is making, it's going to turn out bad for everyone.
Circe: Thirty seconds!
Rex: I do know who you are, Circe. Just for once think for yourself. Maybe your perfect leader could actually be wrong, maybe even a bit crazy, nuts, certifiably insane!
Circe: SHUT UP! Twenty! Talk about blinded. Did you ever wonder why Van Kleiss is so interested in you?
Rex: Oh, I don't know. Maybe he wants me dead?
Circe: Not anymore. Something has changed, Rex. Ever since you got your powers back, I hear him talking. Saying you have something that's the key to everything. For whatever reason, he needs you alive. I know it, Rex. He'd never let you be killed.
Rex: Never, huh?
Circe: Time's up!

Rex: Now this looks like a party.
Van Kleiss: Rex, you never cease to amaze me.

No-Face: Defiler! Give him to us!
Van Kleiss: Now do you believe I can deliver what I say? Will yoh agree to my leadership?
No-Face: We agree to it! Give him to us! NOW!! NOW!! NOW!!
Circe (very shocked): Van Kleiss, I didn't bring Rex here so that you could... HE'LL KILL HIM!
Van Kleiss: Never forget how I found you, Circe. What you were...before. He's yours.
(Tears well up in Circe's eyes; thoroughly horrified that her master would calmly allow Rex's life to be put at risk)

Rex (weakly): Is this what you wanted?
(Collapses from his inquiries, causing Circe to open her eyes)
Circe (tearful, pleading): Stop this! Please! You need him ALIVE!
Van Kleiss: Alive, yes. Heart pumping, lungs breathing, but his mind? The less there's left of that, the better. Circe, I warn you: Lift so much as a finger to help him, and you're finished!

Circe: You, Biowulf, even me. We're all just means to an end for him. He doesn't really care for any of us.
Rex: So you finally figured that out. Better late than never, I guess.
Circe: It's not too late! Not if I have anything to say about it! (Extends her fleshly and grotesque E.V.O. mouth)
Bobo: Whoa! Whoa! There are some of us who might not like the sound of whatever you're about to do!
Circe: I'll adjust the frequency to exclude friendly E.V.O.s
Bobo: Does that include me?
Circe: For now.
( Uses her melodious, hypnotic singing to call back the E.V.O.s escaping)
Rex: I thought you said you could filter it.
Circe: It's not an exact science.

Circe: Van Kleiss.
Rex: Breach'll get him out...eventually. But right now he's in there, you're out here. You don't have a better opportunity to consider your options. (Notice the two of them holding hands and let go, blushing)
Bobo: What is it stealing from our own people that's so dang satisfying?
Circe: You forget to remove the tracker. I'm not going to Providence.
Rex: Doesn't matter where you go. All that matters is that you want to go there. That said. I hear Hong Kong's nice this time of year.

Robo Bobo


Divide By Six

One: [Speaking through Rex] Six.
Six: One?
One: You left this place, quit life as a mercenary and so rarely returned to visit.
Six: I did what I felt was right, I never meant to dishonor.
One: So rarely, that I never had time to tell you how proud you've made me.
Six: [Takes off his glasses for the first time in the series] We're going to help you. We're going to take you home.
One: But Six, I am home. [Rex falls unconscious while One's body starts changing. Eventually his body dissolves and fertilizes the entire island to its former splendor]
Six: He's still One. He's just one with everything.

Mixed Signals

Cesar: Rex? Is that you?
Rex: Who's asking?
Caesar: It's me, Cesar. Your brother.

Caesar: Your name is Rex Salazar. Our parents are Violetta and Rafael. The last I saw you was at the research lab in Abysus; back when those fools triggered a replication cycle.
Rex: And I have total amnesia, so for all I know, that could be completely bogus.
Caesar: There's a scar on the back of your left knee you got when you were seven.
Rex: I always wondered where I got that.

Rex: I want to know about me, about our parents.
Caesar: They were scientists. We lived all over the world. Things settled down when you came along. That was in Geneva.
Rex: Wait a second. Are you telling me I'm Swiss?
Caesar: Not really. Mother was born in Mexico City, Father in Buenos Aires.
Rex: And they're really...gone? (Caesar nods sadly)

Biowulf: What was that machine it flew off with?
Van Kleiss: A laboratory. One I thought I'd never see again. It seems an old friend has returned-Caesar.


Valentina: Ugh! We were returning them to their natural habitat! What Providence does is wrong and against the natural order of things! You're a traitor to your own kind.
Rex: That's creature's job is to exterminate mankind! It wanted to kill you!





Without a Paddle


Written in Sand

Van Kleiss: You don't have an investigative bone in your body, do you? So headstrong...just like your mother. (Rex is silent) Oh, you don't like that do you? That I know more about you than you do.
Rex: Skip the head games. Isn't exactly a good time.
Van Kleiss: No. But perhaps it is time for some truth. We may perish here, Rex. Ask me anything about the past and I'll answer it.
Rex: [Looks at his own slowly fossilizing body] Sell it somewhere else, I'm not buying. [Walks away]
Van Kleiss: So the great and powerful Providence has finally come through on their promise to help you remember your past.
Rex: Something better. Someone who was actually there at the Nanite Event.
Van Kleiss: Ah, your brother, Cesar. I've been following you both very closely since his miraculous reappearance. Even if you don't want to hear what I have to say, this one's for free: Do not place your trust in Cesar. He's not the man you believe him to be.
Rex: [Creates his BFS and holds it at Van Kleiss' throat] What are you getting at?!
Van Kleiss: Ah, that's not how this works, it isn't my turn. Quid pro quo, Rex, if you want to know more. Why don't you start with something simple? Rylander's Omega Nanite. I know it's inside you.

Rex: Back to back!
Van Kleiss: What?
Rex: Haven't you ever read a comic book? Back to back!

Rex: Van Kleiss, meet the psycho computer who calls herself-
Van Kleiss: Zag-RS?
Rex: How do you know that? [Zag-RS notices them and attacks them] You know Zag-RS?! How?!
Van Kleiss: She was designed as a decontamination program at the original nanite laboratory. Her task was to destroy any rogue nanites that escaped the holding tanks.
Rex: She did a great job! Her designer should be taken out and beaten by a tendril.
Van Kleiss: Cesar designed her.
Rex: I'm gonna have to have a chat with my brother once this is over!

Caesar: Don't you recognize it? When I programmed her, I wanted a voice that meant safety, protection, caring. Rex, this is our mother's voice.
Rex (shocked): Mama?

Night Falls

Rex: If she's not really our grandmother, why are you calling her aubuela?
Caesar: There may not be a biological connection but she practically ran the entire town. When you were a boy, you spent every summer here.
Rex: I wish I could remember...or any of this.

Hard Target

Rex: "It's Breach! She's-"
Circe: "Messing with you, Rex. Did you actually see on her the other side?"
Rex: "Well, no but...OK, why Hong Kong?"
Circe: "Because it's on the other side of the world, because she's seriously messed up."
Cricket:" Kind of like our place."
Circe: "Trust me. She's back in Abysus laughing it off with the rest of the Pack. Besides, I'm not that easy to find."
(Removes the white towel to reveal her shoulder-length black hair partly dyed a deep plum and having donned a dark gray overall dress)
Rex: "OK, Rex. Bad intro. Take a do-over. Like the new look."
Circe: "Wow. A compliment."

Skywdd: "And that's when Circe goes all siren and blasts the bus driver's pants clean off."
Circe: "Lucky shot. Hit the exact frequency of polyester."
Tuck: "Good thing his boxers were cotton."
Rex (uncomfortable): "Good one. Uh, Circe, remember when you took down that sea monster in Cabo Luna?"
Circe: "Please, Rex, I'd rather not remember that right now."
Skywdd: Geez, Rex. Buzzkill."

Rex: "Stop it."
Skywdd: "What's with him?"
Circe: "Breach lag. Let clean over his bedtime."
Rex: "That and my early morning snooze. By the way, you were right. Breach wasn't after you. She freed Quarry. Got this from the Providence security feed."
Skywdd: "Quarry?"
Tuck: "He's lose?"
Cricket: "Oh no."
Circe: "You saw Breach and came back here! What if she followed you!?"
Rex: "Don't worry. If Breach were here, I'd feel it. She's here."

Breach: "Hey, girlfriend."
Circe: "Get out of here, Breach!"
Breach: "But Van Kleiss has so been wanting to chat."
Circe: "Then deliver a message for him! "
(Uses her ultrasonic bursts on Breach, who creates a portal behind her, knocking her out with her own sonic abilities)
Rex: "Let her go, Breach!!"
Breach: "Oh, sorry, Rex. She's gonna save my skin. V.K.'s tough on failure, remember?"
(Teleports away with an unconscious Circe on her shoulder)
Rex: "NO!!"

Rex: "Hold that thought. You can come out now. I got that creeped out feeling."
Breach: "Peek a boo."
Skwydd: "It's her! She took Circe."
Rex: But not to Van Kleiss. You never went to Abysus, did you? You slipped her into your little pocket dimension. Let her go, Breach!
Breach: And I agree to that...why?
Rex: "Because you wouldn't want Van Kleiss to see this. I'm thinking a trade is in order."
(Breach releases Circe, who is caught by Skwydd)
Circe: "I hate you, Breach."

A Family Holiday


Hong Kong Nights


Whispers in the Dark


Cutting It Close




Touch and Go


The Siren's Lament

  • Flashbacks as to how Circe came to work for Van Kleiss.



Six Minus Six


In Dreams


Lions and Lambs

Van Kleiss: This is unacceptable, Breach. I need you to concentrate.
Breach: It hurts.
Van Kleiss: Think of what I'm trying to achieve here. I cannot fail. (Breach screams in agony and collapses). I'll return when it recharges and we'll start again.

Rex: No! No! No!! Do have any idea what you just did!? Breach, wait!
Breach: LIAR!!

White Knight: I wanted to believe you, Rex, but this is too important. She can't be controlled.
Rex: Control. Her...powers are back on. Van Kleiss.

[Rex and Breach are about to be engulfed by Breach's out of control time portal]
Breach: I don't know if any of this was real. But it was nice having a friend for a while. [Rex smiles, Breach hugs him as they dispensary in the golden time portal]

Black Knight: Thank you, Rex. It was a little bright for my taste. White Knight is no longer associated with this organization.
Rex: He quit?
Black Knight: He...attempted a hostile takeover and failed. Can I get you anything? Water? A snack?
Rex: I don't want a snack! Where's Six? Where's Holiday!?
Black Knight: This must upsetting to you. But from I understand, you've been in situations like this before.
Rex: Who are you!?
Black Knight: Someone very happy to have you back. Call me Black Knight.

Season Three (2012-2013)


Back in Black

Caesar: You really shouldn't be here, hermano.
Rex: The petting zoo, the worm, my monkey practicing good hygiene? You're using that thing to control my friend!!
Caesar: He's still the same Bobo you know and love. He just need a few boundaries.
Rex: He's not the same! And neither are you! You should hear yourself!
Caesar: Making the world safer isn't possible without some form of control. And you'd better get some control of yourself, miho.
Rex: Or what!? You'll use that thing on me!?
Caesar: Open your eyes to all the good we're accomplishing. Isn't this better than smashing things with your giant fists?
Rex: That's combat! I protect people and property! OK, property, not so much, but this!? If you can't see the difference than maybe I never knew you at all!!
Caesar: It doesn't matter. I have work to do.
Rex: So do I!!
(Uses his Smack Hands to smash everything around him)
Caesar: Rex, stop!
Black Knight: Snooping around, Rex? See, that's another one of my boundaries.
Rex: White Knight may have had his issues but he never resorted to anything like this!!
Black Knight: I never planned to do this, Rex. But you've become a danger.
Rex (shocked): Caesar, think! You can't do this!!
Caesar: Of course I'm thinking. This is the logical conclusion to what we started.
Rex: The logical...!?
(Caesar blasts the mind-control laser, causing Rex to scream and groan in pain)
Caesar: Sorry, Rex. You'll thank me later.
Rex: You better believe I will!!
Black Knight: What's taking so long?
Caesar: He's fighting it! His nantic energy is spiking off the scale!
Black Knight: Boost power.
Caesar: It's not safe to...
Black Knight: It's for the best.
(Caesar increases power, causing Rex's nanites to go haywire as a tear fall down his cheek, heartbroken about his own brother betraying him)

(Manages to overpower the mind-control machine, much to the surprise and wonder of Caesar and Black Knight)
Rex: You just drew a line in the sand, bro! (runs off)
Black Knight: You better have a backup.
Caesar: The prototype. Not portable but more than enough power, even for him.
Black Knight: Get it ready.

Black Knight: (after Rex was tranquilized) Excellent work. Take him to the lab and make sure he is secure.

Crash and Burn

  • From this episode, Rex can create two builds at once
Rex: They had weapons.
Bobo: Last I checked, so did you!
Rex: Not wile I'm on my bike. I'm strictly one at a time.

Six: What's stopping you?
Rex: Not sure exactly.
Six: What have I been teaching you? Think on what you want and make it happen. No excuses.

Heroes United, Part 1

Caesar: Now where are you? So it is you. This is most disturbing.

Ben: You know the friend you care about!? Well, I have a cousin, a grandfather, a best friend that I care about!! They don't exist here! I may never see them again! I'm totally alone! So go ahead! Do your worst.
Rex: Maybe we can help each other.

Rex: I'm curious how big brother knows about something from a parallel dimension.
Caesar: Because I sent it there. In the early days of the Nanite Project, our goal was simple. Construct microscopic machines to cure diseases, grow new cells, regenerate bones. They was a control issue. Some thought a human-machine link was the answer. Others proposed that the machines control themselves. I was in latter cam. I developed the Alpha to control other nanites. To maximize its effectiveness, I had to program Alpha to think for itself.
Ben: Does a low explanation mean something bad on your Earth too?
Rex: Yep.
Caesar: Alpha developed its own consciousness. It evolved into a unique life-form. It wanted a body, but whatever it built burned out. So when Alpha attempted possessing living this, Alpha had to be eliminated. So I built a dimensional disruptor.
Ben: Looks like a Null Void gun. We got some like those back home, too.

Heroes United, Part 2

Alpha: The nanites in those creatures. They are different, powerful. Your nanites are weak. I have no use for you. Where is the boy?
Holiday: His nanites are off limits!!

Rex: My brother!? Look around! He's not here!
Alpha: The father is redundant. Now that I found you.

Alpha: I cannot merge! What makes you so special, human? Yes. You shelter an Omega.

White Knight: Don't let it get to Rex! If it drains his nanites-!
Diamondhead: Game over. I get it.

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]

Alpha: Organics who rely on machines for their power, I don't need. The machines themselves, now those I will have.

Phantom of the Soap Opera


Riddle of the Sphinx

Guranset: The boy controls the engines of life? It can't be.

Guranset: Father told me of you, Rex.
Rex: What? How do you know my...?
Guranset: I see now this is a world of lies. You and I have no place in it.

Holiday: Those priceless artifacts. And we still don't know who created Guranset.

Guy vs. Guy

Rex: This means war.

Double Vision


Black and White

Captain Calan: Be advised. We've got activity. Major activity. Stop right there, or we'll shoot! Don't make me do it.
Rex: Okay, I know what you're thinking, but this is totally not what it looks like.
Captain Calan: Kaylan to command. To Black Knight... we have apprehended the intruders. Repeat, we got 'em.
Rex: Rex: No! Get out of my head! Stop it! Stop! Stop with the talking! A dream. Oh, thank you. For a second, I swore that I heard his voice, it was almost like he was in a... room. Huh?
White Knight: I was wondering if I was gonna send the monkey in with a bucket of water. But I thought, "why should he have all the fun?" Five minutes... situation room. Consider this your wake-up call.
Rex: Aren't you suppose to be playing dead? You're lucky Black Knight doesn't know you're here.
White Knight: Black Knight thinks what I want her to think. With the installation of the new regime I suspected that there was more going on at Providence than just a new control protocol. I decided to test my hypothesis. I needed time to operate freely without prying eyes. So I went off the grid.
Rex: There from the smell, you haven't changed out of your suit since then.
Bobo: [sniffs]
White Knight: I've been busy. I've been tracking their operations.
Caesar:I'm not helping the Black Knight do anything. I'm trying to fix things. The day everything changed. We never imagined what would happen when we released the nanites.
Rex: RELEASE THEM?! YOU caused the nanite event!?
Caesar: It was the only way we were going to save the world.
Rex: You unleashed the worst man-made disaster the world has ever known!! YOU'VE RUINED COUNTLESS LIVES!! HOW CAN YOU SAY THAT YOU SAVED ANYTHING?!

Caesar: Rex, stop! you're destroying my work!
Rex: Your work is done!! SO ARE WE!!!

Rex: All of THAT was for THAT!? I got nanites, billions of 'em.
White Knight: Not like this one, Rex. This is a Meta Nanite. One of several. Hardwired into its design is a program for the original Dominion Code.
Holiday: Dominion Code? I thought that was a myth.
White Knight: I can assure you, doctor, it is very real. Each one gives its host control over different building blocks of the universe- matter, antimatter, elemental, space, time, reality. With the complete code, you can control them. And through them, you control everything. In sort, it's the God Code.
Rex: The Consortium want to be...gods?
White Knight: If it wasn't for the original Nanite Event scattering the Metas across the globe, they may have already succeeded. The situation has changed, people. Black Knight has been searching the world for the other Meta Nanites. She needs them all to complete the master program. As long as we're keeping her secret, she'll back off. But sooner or later, she'll be coming for this. So if you want to move on, forget what I told you.
Rex: You're not getting rid of us that easily, old man. My parents died for this. Black Knight wants war, war she gets.


Holiday: "You cannot let him out of your sight, Rex. Don't you see why Black Knight wants him? He's the ultimate insurance against any E.V.O."
Rex: "Not just any. Me."

Black Knight: "Since the search for Feakins is going nowhere, we have no choice but to become much more aggressive with Rex."

Assault on Abysus

  • Rex and Circe finally admit their true feelings for one another. Unfortunately, there was not enough episodes to explore their romance further.

(Somewhere in Hong Kong, China)
Circe: Okay. They're gone.
Skywwd: For now. Get out of here, Circe. Run!
Circe: I'm not leaving you guys.
Skywwd: You can pass as human. Go before Providence gets you too!
Black Pawn: The girl! She's with them!
Skwwyd: Run!

Circe: I don't know. That's the hardest part.
Rex: You did what you had to do.
Circe: I left them there, Rex-our friends. Providence has to be stopped. Someone needs to do something.
Rex: (puts his arms around Circe to comfort her) We are. I promise. I'm just glad you're alright.

Rex: Look, this can't be easy coming back here. I owe you.
Circe: Forget it. We're even. I used you in the past, now you and your friends are using me.
Rex: Is there a sort of problem between us?
Circe: There's nothing between us, just the mission. I don't have good memories of this place. Lets just leave it at that, okay?

Rex: I have a plan. Lead them back.
Circe (concerned): Rex?
Rex: When I say "roll," roll.
Circe: What?
Rex: Roll!! Circe, sing.
(Circe uses her ultrasonic blasts on the E.V.Os and beams at Rex).
Rex: We always made a good team.
Circe: It won't hold them for long.

Rex: Go. I'll get the Master-Control Nanite. (Notices how worried Circe is about him probably not returning) This isn't Hong Kong. I'll be OK. I'll meet up with you soon.

Biowulf: They're turned out own people against us.
Circe: Let me see what I can do. (Uses her ultrasonic bursts on several collared E.V.O.S). So many.
Biowulf: You can't stop them once they're collared.
Circe: I can go down trying!
Black Pawn: Her sonics are disrupting the offensive.
Biowulf: If can't win, we'll take down as many as we can fighting.
Circe: This isn't one battle, it's a war. And we can't let it end here before Rex has the Master-Control Nanite.
Biowulf: What then?
Circe: Tactical retreat.

Rex: Providence goons are contained Biowulf. They shouldn't be a problem. And I got the Master-Control Nanite. Looks like mission accomplished.
Circe: Rex, I...
(she and Rex cling to each other as the castle begins shaking)
Black Knight: Rex, order your friends to surrender. You're all under Providence custody. I knew it would be impossible to get the nanite from the heart of the original nanite infestation. So the solution was to remove it.
Circe: It's Hong Kong all over again.
Rex: No. We'll sneak about back...and then...And then.

Rex: "They were counting on me. I don't want to leave them!"
Circe: "I did what I had to do. You do what you have to. But I only want you to know:
All of this was never about me just using you."
(Finally admits her true romantic feelings for Rex in the form of a passionate kiss. She then pushes a shocked Rex off the ledge, so he could escape; and her getting collared and captured in his stead. She smiled with tears in her eyes, with the promise that she would be okay.)

Rex (burdened by Circe admitting her intense love for him and sacrifice): We all make sacrifices for the things we care about; the people we love. But when the stakes are this high, who can we trust? What would that power do to anyone who had it?

Remote Control

Cricket: If you think we're going to thank you for getting us out of there, Quarry...
Quarry: I think you're going to do exactly as I say.
(Activates the mind-control collar on her neck)
Cricket: AH!!

Rex: Cricket, it's me! Rex! Used to a crush on me!?

Rex: Let them go. They'll lead us straight to Quarry.
Cricket: "Used to have a crush"?

Cricket: You know how collared E.V.O.s follow kind of like a robot. with these collars, it's worse. It's like you're a remote-controlled robot.
Rex: That is a nasty hack.

Quarry: Your friends are very valuable to me as are you.
Rex: Like the new look- strapping.
Quarry: Let's just say I had to find a way to "keep it together" after my visit to Abyuss. Just one more thing you owe me for and you know how much I like a balanced book.

Quarry: You'll be the crown jewel of my E.V.O. army, Rex. I may just make you my own personal slave.

Quarry: That collar suits you, Rex. Wish I had one for you back in the old days. Would've saved me a lot of trouble.

Rex: The arcade- all those kids.
Quarry: those brats were born to play games, which is what they think their doing. And I have your people to thank for the tech. That brother of yours is quite the wiz kid.
Rex: Caesar would never...
Cricket: Forget about Caesar, Rex! You know what you got to do!
Rex: These guys will shred you if I leave!
Tuck: We got this, Rex! Go!

Quarry: Consider the fact that you made me like this while I'm crushing you.

A Brief History of Time

Van Kleiss: So many lives. It's all a blur. I don't know who I am anymore. Only that I must sail onward, ever down the river of time. Never resting, always moving. Further draining my nanite reserve beyond my ability to replenish. And each reemergence I am pursued by the nameless force. I now know it's personal. I am a virus, an infection of space-time. Call it what you like. This is time's antibody. Whether I can born home or drowned in its current, this is my final journey.

Rex: Van Kleiss? All this for him? what, they're gonna put him in jail?
Holiday: It's Providence, Rex. That's their jurisdiction.
Caesar: No need to worry, little brother. He's going to be well supervised.
Rex: Caesar, what is going on!?
Caesar: Justice.

Black Knight: Do you know who I am?
Van Kleiss: Yes. I know who you are. It's been a long time. A very, very long time.

Mind Games

Scarecrow (as Circe): You promised to protect me, Rex! Where were you!?
Rex: STOP IT!!

Six: Rex, this what they wanted-to turn us against each other.
Rex: Yeah. And look how easy it was. We thought we were a team, but we're not. We're vulnerable.


(On videotape of the Salazar family)
Rafael Salazar: One day these things are going to change the world and you'll be there to see it.
Violetta Salazar: Cesar, please miquito. Stop working for a minute and hold the camera.
Young Caesar: Okay, okay.

The Rescue

Note: Rex goes alone to rescue his girlfriend Circe from the clutches of Black Knight. but it turns out she has been waiting for him.

Alone Together

Note: Finally together at last, Rex and Circe reminiscence about their good and hard times together ans their romance begins to grow.



Temporary Insanity


Crime and Punishment

Note: His false insanity revealed, Van Kleiss abducts Circe with the intent of punishing her for betraying him, due to her enduring love for Rex.

Van Kleiss: Now, Circe, you shall learn the ultimate price of betraying me.
Rex: Leave her alone!!
Van Kleiss: Oh, Rex. For young love. One of your greatest weaknesses. After I finish off your beloved, you will no longer be a hindrance to me.
Rex (enraged): I said...LEAVE HER ALONE!!!

Shadowed Past


Separation Anxiety


Brotherly Love


Rocky My World

Beverly: I can't believe it! We're actually seeing the Trendbenders live!

Rex: Your sister is acting like your mother.

Lost and Found


My Brother's Keeper


Target: the Consortium

Rex: Forget the Consortium! I know where we can find a Master-Control Nanite.
Six: Where?
Rex: Here.

Cesar: Trust me, hermano. We're doing the right thing.
Rex: You keep saying that but I don't believe it anymore!!

Rylander: Tell him, Cesar.
Rex: Tell me WHAT?!



Enter the Nanite World


Enemies Mine

Hunter: We get one more, then we get Rex.

Hunter: We know what you want No-Face. Work with us, then you'll get Rex. You'll get the chance to tear Rex apart; piece by piece.

No-Face: The one who controls machines. The one we've been waiting for.

Holiday: They did that to keep you busy.
Rex: Keep me busy from what?
Holiday: The Nanite Project. We just found out. While you dealt with the E.V.O.s, Black Knight managed to find another Master-Control Nanite.
Rex: Then it's time.

Sinister Secrets


Wounded Hearts


One Step Ahead


Breaking Point


Behind Closed Doors


Keeping Hope




Terror of the Black Knight


Endgame, Part One

Master-Control Nanite: Human.
Rex: What are you telling me? What do you want?
Master-Control Nanite: Complete, complete, complete.
Rex: OK, I get it. How?

Dr. Meechem: How exactly do you plan to get it out of him?
Black Knight: I have a suggestion-Tear it out.
Rylander: It would destroy him.
Black Knight: That is none of my concern.
Cesar: The nanite is tied to his DNA. Simply pulling it out of him would ruin the nanite.
Rex: And me, too, remember?
Caesar: The only way this work is if we put him in the cyclotron with the other Metas. It should extract automatically during the reassembling.
Black Knight: And if it doesn't?
Caesar: Good question.
Rex: Here's another one! Don't I get a say in this!? Isn't this the very thing our parents died trying to stop!!?

Van Kleiss: "That will be all."
Feakins: "But the lady said- Good luck, Kid."
Van Kleiss: "These restraints were made for you. You're very special, you know."
Rex: "Lucky me."

Rex: "I really hate you."
Cesar:"I know how this looks Rex."
Rex: But what? Because I have to just trust you? Is that what you going to say? Just help me...please."
Cesar: It may not seem like it, but I am."
Rex: "Cesar...I'm scared."
Cesar: "So am I, Little Brother This will all be over in a few minutes."
Rex: "It's already over!! When I get out of this, I NEVER WANT TO SEE YOU AGAIN!!!"

Aden-Scott: Should we go after them?
Black Knight: Let Providence have their weapon back. With our combined power, the world is ours.

Endgame, Part Two

Black Knight: Science has give a tremendous gift- nanites. We've seen what they can do; the good and the bad. But their true potential has been largely unseen until now. Our goals are varied-money, fame, power. You surprised I admit it? You'll never get far in life without wanting it all. And for those who might consider getting in our way, we'll let our powers speak for themselves. The world is ours...and no one can stop us.

Black Knight: I want you all in the briefing room in three minutes.
Peter Meecham: The world is being taken over by ex E.V.O. psychos and they still act like they're running a business.

Roswell: You nerds gave us a raw deal. I want a do-over.
Peter Meecham: A Do over?
Aden-Scott: What our colleague is saying is that our powers are remarkable to be sure. But we only have one seventh of what we were promised.
Rylander: You're asking a lot.
Peter Meecham: You're asking the impossible. You'd be lucky to survive the extraction.
Caesar: This is true. You may be powerful but you're not Rex.

Black Knight: "You cleaned up for the occasion. How thoughtful of you."
Van Kleiss: "Oh this isn't for you. You didn't actually believe that I would ever let the five of you have all this power."
Anthony: "I thought you were working us."
Rex: "You see that!? I knew it! He's not crazy. Okay, he's crazy but just his usual crazy."
Black Knight: "Van Kleiss, I am not amused."
Van Kleiss: "I don't imagine you would be. This was always my intention, even in the very beginning. It's a pity your parents caught me trying to activate the sequence for myself. And of course there's the broken punch. The world would be a much better place if they had just left well enough alone."
Anthony: "Black Knight, do something!"
Black Knight: "Van Kleiss, you have made a huge mistake."
Van Kleiss: "Now then, let the fun begin."

Caesar: "Rex, wait! That's not necessary."
Rex: "I'm not waiting around hermano."
Ceaser: "No, that's not what I mean."
Van Kleiss: "Yes. I can see it."

Holiday: "It's incredible something so small could have so much power. That thing could rip apart the very fabric of the universe."
Rex: "It's still a nanite. I'm gonna talk to it."
Caesar: "No. It's okay."
(The fully complete Meta Nanite comes to Rex, as if it were waiting for him, whose eyes and body glow with a pale blue cosmic aura).
Caesar: "Rex, listen to me. The Meta Nanites- They could never work in anyone but you. Now in their pure state. Mom and Dad, we programmed them that way from the very beginning. All of this...was meant for you."
Six: "What are you saying?"
Caesar: As of now, Rex is the most powerful being in the universe."
Bobo: "You hear that, Kid? Don't let it get to your head."
Holiday: Rex, can you hear me?
Rex: Yeah, doc. This is pretty trippie. Not exactly sure what I'm supposed to do now.
Black Knight: You're a God, Rex. You can do anything you want.
Six: You know what you have to do.
Rex: You're right, Six. So are the rest of you. I can do anything I want. Maybe it's time for a revolution. Isn't that what you five wanted? A revolution? Well, welcome to it."

Noah: Is he going to be like this from now on?
Dr. Rylander: "uh, People, he's inside the nanite reactor."
Dr. Holiday and Cesaer: "Inside?"
Rex: "Okay, little guys. I need you to do something for me."

Meta Nanites: "What is your next directive?"
Rex: "I don't want anyone using you again. Ever. And that includes me. Deactivate."

Rex: "Tuck, Cricket, Skwydd!?"
Skwydd: "I guess I should start going by Walter again."
(Rex runs to Circe and the two lovers share a close hug, happy to be together at last)
Rex: "Are you...?"
Circe: "I'm OK. Normal but okay. I think you may have put yourself out of a job."
Skywdd: "Yeah. What are you gonna do? Go to school?"

Dr. Rylander: 'It was nice having the team back together. You know, we should fund a new project."
Dr. Meechum: "Are you kidding? I'd rather have root canal with a rake. Worst experience of my life."
Caesar Salazar: "Do you wanna know about some of my new ideas or not?"
Dr. Meecham: "I'm listening."




  • Rex Salazar (Daryl Sabara)
  • Six
  • White Knight
  • Bobo Haha


  • Circe (Tara Sands)
  • Tuck (Dante Bosco)
  • Skwydd
  • Cricket
  • Beverley Holiday
  • Caesar Salazar
  • Five
  • Tres
  • IV


  • Van Kleiss
  • The Pack
  • Gatlocke
  • Hunter Cain
  • Quarry
  • Black Knight
  • The Consortium


  • Dr. Rebecca Holiday & Six
  • Rex & Circe
  • Noah Nixon & Claire Bowman



Rex's Machines "Builds"

  • Big Fat Sword
  • Buzz Saw
  • Punk Busters
  • Boogie Pack
  • Cannon
  • Smack Hands

Rex's Other Abilities

  • Technopathy
  • Data Manipulation
  • Technological Manipulation
  • E.V.O. Curing
  • Breach Detection
  • Electronic Disruption

Omega Nanite-Powered Builds

  • Blast Caster
  • Funchucks
  • Bad Axes
  • Block Party
  • Sky Slider
  • Water Jet
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