This is a list of quotes from the American, cancelled animated television series Generator Rex.
- 1 Season 1
- 1.1 The Day That Everything Changed [1.01]
- 1.2 String Theory [1.02]
- 1.3 Beyond the Sea [1.03]
- 1.4 Lockdown [1.04]
- 1.5 The Architect [1.05]
- 1.6 Frostbite [1.06]
- 1.7 Leader of the Pack [1.07]
- 1.8 Breach [1.08]
- 1.9 Dark Passage [1.09]
- 1.10 The Forgotten [1.10]
- 1.11 Operation: Wingman [1.11]
- 1.12 Rabble [1.12]
- 1.13 The Hunter [1.13]
- 1.14 Gravity [1.14]
- 1.15 What Lies Beneath [1.15]
- 1.16 The Swarm [1.16]
- 1.17 Basic [1.17]
- 1.18 Plague [1.18]
- 1.19 Promises, Promises [1.19]
- 1.20 Badlands [1.20]
- 1.21 Payback [1.21]
- 2 Season Two
- 2.1 Rampage [2.01]
- 2.2 Waste Land [2.02]
- 2.3 Lost Weekend [2.03]
- 2.4 Alliance [2.04]
- 2.5 Robo Bobo [2.05]
- 2.6 Divided By Six [2.06]
- 2.7 Mixed Signals [2.07]
- 2.8 Outpost [2.08]
- 2.9 Haunted [2.09]
- 2.10 Moonlighting [2.10]
- 2.11 Without a Paddle [2.11]
- 2.12 Written in Sand [2.12]
- 2.13 Night Falls [2.13]
- 2.14 Hard Target [2.14]
- 2.15 A Family Holiday [2.15]
- 2.16 Exposed [2.16]
- 2.17 Grounded [2.17]
- 2.18 Six Minus Six [2.18]
- 2.19 Lions and Lambs [2.19]
- 3 Season Three
- 3.1 Back in Black [3.01]
- 3.2 Crash and Burn [3.02]
- 3.3 Ben 10/Generator Rex: Heroes United [3.03] [3.04]
- 3.4 Phantom of the Soap Opera [3.05]
- 3.5 Riddle of the Sphinx [3.06]
- 3.6 Double Vision [3.07]
- 3.7 Guy vs. Guy [3.08]
- 3.8 Black and White [3.09]
- 3.9 Deadzone [3.10]
- 3.10 Assault on Abysus
- 3.11 Mind Games
- 3.12 Target: the Consortium
- 3.13 Enemies Mine
- 3.14 Endgame, Part One
- 3.15 Endgame, Part Two
- 4 External Links
The Day That Everything Changed [1.01]
- 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 [1.02]
"Rex what's your ETA?"-Six "Right now!"
- Rex flies over roofs*
"And how can i save your buttocks today agent Six?"
Beyond the Sea [1.03]
- Rex:I don't know what your 24/7 is but mine is 10% OH YEAH! And 90% ah no."
- Rex (after accidentally crashing into Circe): 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.
- [two girls in bikinis walk up]
- Girl 1: Is that your monkey?
- Rex: I call him Bobo.
- Girl 2: Does it bite? [Bobo gets evil grin on his face, cut to the girls screaming and leaving]
- Rex: Did you really have to bite her?
- Bobo: What did you want me to do? She called me an it.
- 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: 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: Meet me later.
- Circe: Rex...
- Rex: I've never met anyone like you...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.
- Circe: You're only here because you heard my call. It's what I do. I'm like a big E.V.O. magnet.
- Rex: I came because I thought were friends. And what are you calling? Nothing's out there but big, ugly sea monsters.
- 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 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: 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 song 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 ugly sea monster again?
- Circe: Finally! It's what I came here to do.
- Rex: You've been calling that thing, have'n't you?
- Circe: It's my initiation into the Pack. I was brought here to defeat 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 (uses his B.F.S. to stop the monster from crushing Circe): I don't care whose side your on, Circe. I don't want to see you die. 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: Rex, you stopped it.
- Rex: We make a good team, huh?
- Circe: Yeah, we sure do. (She and Rex lean in closer; about to 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 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.
The Architect [1.05]
Leader of the Pack [1.07]
- Holiday: 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: Circe? Interesting look. Want to tell me what's going on?
- Circe: Not today. (Knocks him out cold with a metal slate)
- 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. (Disappears through Breach's portal)
- 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.
Dark Passage [1.09]
The Forgotten [1.10]
Operation: Wingman [1.11]
- Quarry: Come on, Rex. (Quarry 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 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 [1.13]
What Lies Beneath [1.15]
- 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.
- Rex: You lied to me!!
- Circe: You wouldn't have come to if I told you the truth.
- Rex: This wasn't about you needing me!! This 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 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: 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 as 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.
The Swarm [1.16]
Promises, Promises [1.19]
(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?
- 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.
- 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.
Waste Land [2.02]
Lost Weekend [2.03]
- 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: Here comes the moment when our brave hero sweeps the girl of her feet! Literally!
- Biowulf: Don't let him.
- Circe: Hey! Let...
- Rex (with Circe in his arms): See you around, henchie!
- Biowulf: Follow them.
- Circe: Down, now!
- Rex: Not till we hear each other out.
- Circe: Sure! I'll go first. (Breaks the Bogie Pack with her ultrasonic bursts, causing them to fall)
- Rex: Oh, great. Way to go, Circe.
- Rex: Our hero pursues the girl of his dreams, heedless of her attempts to break his heart...along with the rest of him. Circe, just me one minute, okay? Look, no powers.
- Circe: One minute! But if this 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 Van Kleiss is going, it's going to turn out bad for everyone.
- Circe: Thirty seconds!
- Rex: I do know who you really are, Circe. Just once think for yourself. Maybe your prefect leader could actually be wrong, maybe even a bit crazy, nuts, serifiocly 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. Says you have something that's the key to everything. I know it, Rex. He'd never let you be killed.
- Rex: Never, huh?
- Circe: Time's up! (Knocks Rex unconscious with a good kick)
- No-Face: Defiler! Give him to us!
- Van Kleiss: Now do you believe I can deliver what I say? Will 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 you could...He'll kill him!!
- Van Kleiss: Never forget how I found you, Circe. What you were...before. He's all yours. (Circe is horrified; tears fill her eyes)
- Rex (severely hurt and weakened by No-Face): Is this what you wanted? (Falls unconscious)
- 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 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.
Robo Bobo [2.05]
Divided By Six [2.06]
- Rex: ¿Eres de Mexico?
- Dos: [Draws his sword] ¡España!
- 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 [2.07]
Without a Paddle [2.11]
Written in Sand [2.12]
- 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 powerfull 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. [Rex stops] [Laughs] 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 tendrill.
- Van Kleiss: Cesar designed her.
- Rex: I'm gonna have to have a chat with my brother once this is over!
Night Falls [2.13]
Hard Target [2.14]
- 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 a white towel, revealing her black shoulder-length hair partly dyed deep plum and wearing a gray overall dress)
- Rex: OK, Rex. Bad intro. Take a do-over. Like the new look.
- Circe: Wow. A compliment.
- 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! NOW!
- 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: 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)
- Circe: I hate you, Breach.
A Family Holiday [2.15]
Six Minus Six [2.18]
Lions and Lambs [2.19]
- Van Kleiss: This 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, 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."
Back in Black [3.01]
Crash and Burn [3.02]
Ben 10/Generator Rex: Heroes United [3.03] [3.04]
- 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! [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 [3.05]
Riddle of the Sphinx [3.06]
Double Vision [3.07]
Guy vs. Guy [3.08]
Black and White [3.09]
- 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
- 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. Something 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). 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 offensives.
- 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 reveals 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, promising him 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?
- 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.
Target: the Consortium
- Rex: Forget the Consortium! I know where we can find a Master-Control Nanite.
- Six: Were?
- 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!?
- 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.
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 kill 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: 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. (Returns to the laboratory) 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!!
Endgame, Part Two
- Black Knight: Science has give a tremendous gift-nanites. We've seen what they can do; the good and the bad. 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.
- Rex: What about the robot? The one I can build? Don't play dumb, Six.
- Six: Come with me.
- White Knight: I assume you're seeing what I'm seeing."
- Six: White...
- White Knight: Before you say anything more, Six, whatever agreement we had regarding this situation no longer applies. Am I clear?
- Six: Understood.
- Holiday: What was that all about?
- Six: A second chance.