Requested by plazma6

Generator Rex vs Max Steel, Rex Salazar vs Maxwell McGarth, Nickelodeon vs Cartoon Network, Nanites vs Turbo Energy, Providence vs N-Tek. Two Bio-Mechanical Warriors Clash. Will Rex prove himself to be the ultimate living weapon or Will Max Steel be too much for Rex and take this fight from the Get-Go?

Toomi: Rex Salazar, 16 year old EVO from Generator Rex

Megumi: And Max Steel, the Takion-human hybrid Maxwell McGrath and the Ultralink named Steel.

Toomi: In all forms of fiction and real life, machines have always been an integral part of our lives, whether it be for school, work or saving the world.

Megumi: And these two are bio-mechanical, having the means to generate their human body into awesome technology! She's Sachi, Toomi and I'm Megumi.

Sachi: And it's our job to analyse their weapons, armor and skills to find out who would win a Death Battle.

Rex Makes Way for What if Battles

<Cue: Revolution by Orange>

Toomi: Rex Salazar, second son born to Rafael and Violeta Salazar. As young child, Rex came down with terrible injury in industrial accident.

Megumi: In effort to save Rex, parents decide to inject Rex with nanites, saving him and giving him ability to manipulate limbs into weapon.

Sachi: Sadly a few days later, there is a nanite explosion, killing both of his parents.

Toomi: The nanites were created to save humankind by eliminating diseases and starvation across the entire world. This was later proven to be possible, as nanites have saved Rex's life twice: fully healing him after an almost fatal industrial accident when he was young, and restarting his heart

Sachi: However, with the exception of Rex and Black Knight, every living creature in the world is infected with nanites with incomplete programming. This causes their mutations upon activation to often change the helpless individual into a monstrous, bizarre creature with many special abilities manifesting as well.

Toomi: And if you ask how the mutations work? In some cases, creatures mainly grow greatly in size, while many others shift into something radically different. Humans almost always retain some human-like qualities, though a good number of humanoid EVOs appear mindless and bent on destroying anything they can.

Megumi: Hey, Toomi, Sachi, you guys know that Man of Action, the guys who created Ben 10 also made this show right?

Sachi: Yes...

Toomi: What does that got to do with anything?

Megumi: Well...

Rex: It started when the nanites went kapow upon the scene

Transforming all the life on earth like nothing that you've seen

But there's one lucky hombre who can make them build machines

HES GEN REX

Sachi: It's...catchy.

Toomi: I agree as well. Any way, Rex can control his Nanites to the point he can use to form weapons with his own body. Such as The B.F.S aka The Big Fat Sword, which is a giant sword, of course. The Smack Hands, which can be used to break right through solid rock

Megumi: Slam Cannon which picks up debris from the ground and fires it at his enemies. Why can't Rex just create his own ammo you may ask? We will get to that later.

Sachi: And his Rex Ride which is like a in built motorcycle that allows him to travel long distances in a short span of time. And also the Punk Busters can allow him to jump very high and kick his enemies

Rex Salazar

Can manipulate and control the Nanites of other beings

Technopathy

Goggles

Nanite Enhanced healing

Hand to Hand combat

Acrobatics

Smack Hands

Combat Drill

Punk Busters

Slam Cannon

Big Fat Sword (B.F.S)

Battle Saw

Boogie Pack

Rex Ride

Blast Caster

Funchucks

Bad Axes

Block Party

Sky Slyder

Full EVO Form

Omega EVO Form

Toomi: But who can forget his Boogie Pack lets Rex fly through air at fast speed. Blast Caster, equipped with tentacle that extends to far reach and shock opponent. Funchucks are nunchucks at end of Rex's arms, Rex can launch Funchuck at enemy and fire energy pulse from them.

Megumi: And his badass weapon, the Bad Axes, no really, that's what they are called, dual giant ax that slices through any object. Finally, there is Block Party, allowing him to create shield.

Sachi: Rex specializes in manipulating nanites inside himself and others, which he uses to cure other EVOs reverting human and animal EVOs to their original form, initially needing consent before being able to cure them even against their will.

Toomi: Rex also displayed superhuman durability, having survived and tank blows that would have maimed or killed normal humans such as getting smashed through solid concrete, using a space elevator which can reach from earth to space in minutes at immense speeds, causing incomprehensible G-Forces from the speed to pressurize Rex's body. White Knight himself even stated that the G-Force would kill a normal person.

Megumi: Rex has even survived blows from Evos that can destroy buildings, resisted crushing pressure of the deepwater trench beneath Aquania and survived getting struck by actual lightning.

Sachi: Rex's Nanites can do more than build machines as they also provide him a healing factor as the industrial accident that killed his parents healed his wounds instead that allowed to survive.

Toomi: But Rex also has Omega Nanites in his blood that grants him an infinte Nanite supply and even allow Rex to reach his true EVO form, it also enhances his machines, making them much stronger more durable that he can take out stronger EVOs.

Sachi: He has fought the entire Consortium, taking on 6 people with similar abilities, killed Quarry, an EVO made of solid mineral and beaten Breach, Biowulf, Skalamander and Alpha.

Megumi: And he even scored a solid 98% for a very hard trigonometry test. What I would do to be as smart as he is in school.

Feats

Fought the entire Consortium to a standstill. In other words, 6 people with similar abilities

Has defeated and cured hundreds of EVOs

Defeated Breach, Biowulf, Quarry, Skalamander and White Knight

Took on multiple Providence agents while restrained

Stops a falling bus and lifts it back up

Carved a statue of himself with his Big Fat Sword

Rex Ride leaps through flames unharmed

Smack Hands block acid

Smack Hands catch a missile, and tank the resulting explosion, only falling apart afterwards.

Scored a 98% on what was considered a very difficult trigonometry test

Survived getting struck by lightning

Cured himself off sea urchin poison

Launched through a building and tanked an explosion

Omega Nanite resurrected him after drowning

Fought Ben Tennyson to a standstill

Knocks Humongosaur back with one punch

Got Upgraded by Upgrade

Took down Alpha alongside Ben and Ceasar

Killed Quarry

Achieved godhood for a short time

Is the 7th most dangerous human in his world

Punched out a EVO the size of a building

Cured every EVO in the world

Toomi: And in one of the tenth and eleventh episodes of Season 3, Rex even took on Ben Tennyson, in a crossover event where he fought Ben as Humongosaur and teamed up with him to take down Alpha. And yes, that crossover it canon, contributing to Generator Rex's continuity and Shocksquatch's first appearance.

Megumi: He even got an Upgrade. No really, Ben transforms into Upgrade and literally Upgraded Rex's machines. You got to admit that was cool

<Shows footages of Upgrade upgrading Rex>

Toomi: However, Rex's machine builds are tied to his biometrics, should he crack from pressure, his machines can fail at times.

Sachi: And his dependency on his machines makes him weak as a human, as shown when he needed his Smack Hands to do push ups and struggled with sit ups as he has no machines to assist in that.

Megumi: And what goes in must come out as Rex needs to unload Nanites after curing too many EVOs

Weakness

Weak as a human form

Rex's machines are tied to his biometrics. If he cracks under pressure or is otherwise placed under extreme stress, his machines will fail.

This happens with less and less frequency as the series goes on, but never abates completely. By the end, it took a shapeshifter fucking with his head to cause this, but at the beginning it could be caused by the fear of disappointing Six.

Until early Season 3, Rex was limited to one build at a time. It was then upgraded to two at a time, so long as they don't both utilize the same part of his body. For example, he can use the Rex Ride with the Slam Cannon, but can't use the Punk Busters with the Rex Ride.

Rex is limited by the amount of nanites in his body. If he runs out, he can't make more machines. This is solved by the Omega-1 Nanite, which can produce more nanites.

If Rex cures too many EVOs too quickly, he needs to offload his nanites.

Rex's machines make him sink like a rock.

The Boogie Pack can maneuver underwater though.

Toomi: But the machines that Rex create also have weight in them which if he uses them in water, he can sink like a rock.

Sachi: But in the end, when Rex had complete control over all five Meta-Nanites he temporarily became the most powerful being in the universe and was granted godhood using it cure every EVO in the world, ordering the Meta-Nanites to deactivate ensuring no one could ever use their power again.

Megumi: But Rex though now lives as the only EVO in the world, continues to use his powers to protect Earth from any more threats in the world.

Rex: Whoever I was back then, it's not who I am now. Not anymore.

Max and Steel Ultralinks into Max Steel for a What if Battle

<Cue: Unlonely by Jason Mraz>

Toomi: During an Ultralink Invasion on Planet Takion, an Ultralink warrior N'Baro Aksteel X377 (better known as Steel) begun to doubt Makino's destructive ways.

Megumi: After witnessing several Takonian warriors fighting against the invaders, Steel was intrigued by their heroic actions.

Sachi: He observes one of the warriors, Ja'em Mk'rah fend off the attack of a Xenoshok using his T.U.R.B.O. Energy, and hesitantly prepares to Ultralink with him.

Toomi: However, the warrior stops him and questions why his people were attacking his homeworld. Steel replies to him that it was simply within an Ultralink's program to absorb and expand, for the glory of their master, Makino.

Megumi: Ja'em questions Steel further, causing him to conclude that Makino's ways are wrong. The Ultralink wonders what he could do against his master's ways, but he is struck down by the Xenoshok.

Sachi: The Xenoshok prepares to attack Ja'em, but before it has the chance, Steel Ultralinks with him, causing a large T.U.R.B.O. energy explosion that knocks down the creature which builds a bond between them only for it to be too late as Makino had already begun the planet-linking process using his Alphalink. Ja'em Mk'rah and Steel were forced to evacuate and planned to arrive at Makino's next target: Earth.

Toomi: When the pair eventually arrived on Earth, Ja'em Mk'rah took on the name James (Jim) McGrath. They created the top secret organization known as N-Tek alongside Miles Dread, Forge Ferrus, and Molly McGrath to defend Earth from the forces of Makino. They worked on projects to stop Makino and his armada of Ultralinks, such as the Turbo Star and the Morphos project -- although the latter was shut down due to its immense power.

Megumi: During the first Makino invasion of Earth, Jim and Steel successfully defeated Makino's troops alongside the forces of N-Tek. Where after the battle was won, Molly and Jim became married and had a son named Maxwell McGrath

Sachi: Later, N-tek began to work on a T.U.R.B.O powered weapon called the Turbo Star which would be used to defeat Makino should he ever return to Earth. However, during one of the tests, Miles Dread (one of N-Tek's founders) used a device that he had constructed to absorb Jim's T.U.R.B.O Energy for himself

Toomi: But it goes horribly wrong as it triggered a massive explosion. The blast teleports Jim into deep space and sends Dread across the planet as well as all the pieces of Turbo Star. The blast also leaves Steel disabled for the next 16 years, and damages his memory core

Megumi: Which by then, Max has turned sixteen. But of course, he then starts to generate large amounts of T.U.R.B.O. energy as a teenager like all teenage superheroes do.

Sachi: After causing a massive explosion, Max is introduced to N-Tek, a secret organization led by his uncle, Forge Ferrus. He is placed into a chamber to keep his power under control, but things go awry as he starts to overload and damage the place.

Toomi: As he tries to escape, he unintentionally reactivates Steel, who, like his father before him, Ultralinks with him and thus, births the second Max Steel.

Sachi: While Max and Steel's relationship had a rocky start, they eventually became good friends. They learned to live, work and fight together. Using their powers for good, they fight villains such as Miles Dread and later the Elementors, Toxzon and Extroyer, as well save the lives lives of many people including Max's closest friends Sydney and Kirby.

Toomi: Due to Max's half-alien nature, his strength and other attributes such as speed and stamina are increased considerably, making him stronger than an average individual. As Max Steel, his strength is harnessed in combat via Steel's Turbo Modes, with varying levels of power

Megumi: Max Steel's SteelSuit is incredibly resistant and durable, being able to resist dangerous and corrosive toxins. In addition, the suit seems to be able to automatically repair itself.

Sachi: But linking with Steel gives Max a large arsenal of battle armors named as Turbo Modes, with each having different abilities. While Max generates the T.U.R.B.O. energy, Steel feeds on it and harness it on combat, using his alien technology to create various armors.

Max Mcgarth

Super Strength

Superhuman Durability

TURBO Energy

Green T.U.R.B.O. Energy

Turbo Modes

Turbo Base Mode

Turbo Strength Mode

Turbo Camouflage Mode

Turbo Flight Mode

Turbo Scuba Mode

Turbo Super Mode

Turbo Speed Mode

Turbo Stealth Mode

Turbo Cannon Mode

Turbo Clone Mode

Turbo Heat Mode

Turbo Rocket Mode

Turbo Spike Mode

Turbo Nova Mode

Turbo Titan Mode

Turbo Cannon Spike Mode

Connect-Tek Armor

Turborang and Turbo Pulse

Turbo Blaster

Turbo Sword

Turbo Lash

Turbo Drills

Turbo Star

Connect-Tek Sword

Turbo Cycle

Turbo Car

Turbo Jet

Cyclo-Spin Bike

Turbo Mobile

Toomi: Some of the Turbo Modes need more energy to function, while others don't need and/or drain as much power. In Turbo-Charged, Max Steel's modes became completely technological.

Sachi: Max had access to a large arsenal of weapons and vehicles, all of them built by N-Tek's genius, Berto. Those includes Turbo Blaster which can shoot out energy, Turbo Sword which is a blade made out of pure TURBO energy

Megumi: Max can launch Steel like a boomerang in his adversaries, dealing large amounts of damage and causing a large T.U.R.B.O. explosion. In the Turbo Pulse, he is able to blast away enemies with a large pulse made out of T.U.R.B.O. energy.

Toomi: Max's Turbo Modes allows him to gain many advantages in battle, Turbo Strength Mode, an armored Mode that gives Max incredible striking strength, Turbo Clone Mode, though at first no different from his base mode, allows Steel to create clones in battle.

Sachi: Max also have a Turbo Flight Mode that gives Max the power of flight, allowing him to travel in the air in high speed. It is able to reach beyond the stratosphere. Turbo Cannon Mode that he can launch himself like a cannon ball, with large sturdy armor, making him unstoppable.

Megumi: Max Steel's fifteenth transformation, the Turbo Titan Mode. Max becomes a giant and is has a pair of floating blades on his back that can work as swords. It was created to match Makino's second version of Turbo Annihilation Mode.

Toomi: On and all, Max is incredibly strong, shown to be was able to lift 72,000 tons with air and gravity pushing him down. Surviving dropping from skyscrappers and even survived nuclear blasts.

Sachi: Max took a blow from the annihilation form of Makino empowered by the power of Jim McGrath, he was at the epicenter of the explosion of the Alphalink which can destroy planets.

Feats

Able to lift 72 000 tons

Survive drops from a skyscrapper

Defeated Miles Dread, Morphos, Elementors, Mortum, Terrorax,

Casually charged a Turbo Nuclear missile with the force of destroy Copper Canyon

Stood next to magma

Survived nuclear blasts

Easily defeated Morphos using the Turbo Cannon Spike Mode

Able to withstand attacks from Terrorax

Connect-Tek sword blocking Mortum's most powerful attack who possessed the brain power of 11,000 million people

Cannon Mode was unaffected by a combo attack from Elementors

Travel from the Earth to the Sun at super speed

With his Turbo Green energy, Steel compared his power to a "Small Sun" that could overload him, he reversed a terrifying wave of energy that shut down all the technology in the world

Able to wield the Turbo Sword with little difficultly against a person possessed by a master legendary swordsman of the past, despite it being his first time wielding such a weapon

Green Turbo Energy Charged Technology can resist Terrorax's Terror Energy, which is capable of Drain and destroying technology at molecular levels

Toomi: But some of Max's most impressive feat is defeating Terrorax in Turbo Armor Mode and even match Terrorax Dragon Mode in his Turbo Devastator Mode, with Terrorax being stronger than the Elementors who are capable of destroying the planet.

Megumi: Damn, this is one unstoppable human and robot pair.

Toomi: Indeed, however, their bond is also their weakness, if Max is separated from Steel for more than 8 hours, Max will explode due to too Much Turbo Energy

Sachi: And he can also be stuck in specific Turbo Mode if separated from Steel, which can be bad depending on the occasion, such as the time in Turbo Deep Star Sea, Max got stuck in Turbo Scuba Mode, which made it very difficult to defeat Metal Elementor and the other Ultralinks, since the mode doesn't have super-strength or any special attribute other than its underwater capabilities

Megumi: Which basically means he needs Steel close to him in order to switch between modes.

Weakness

If separated from Steel for more than 8 hours, Max will explode from too much Turbo Energy

Turbo Cannon mode drains a lot of power

If Max is separated from Steel, he can get stuck in a specific Turbo Mode

Needs Steel to change between modes

Max can still get tired.

Steel will be permanently deactivated if he runs out of T.U.R.BO. Energy

Steel can be vulnerable to viruses

Steel has been kidnapped by lots of villains, such as Extroyer, Dread, Makino, the Elementors, Ragnok and Mortum.

Toomi: Steel discovers about the true intentions of his kind and stays deeply upset, as he considered himself nothing but a weapon made to mass destruction but with their bond, the two teamed up manage to stop the second invasion, and spend the next months training their abilities to fight against the Ultralinks.

Sachi: The two also live their lives together, going to school, and becoming a Superhero for the common folks.

Megumi: Take on the bad guys, save the world. You know, hero stuff. They are...Max Steel.

Max: Let's go Turbo!

Toomi: Alright, the combatants are set, let's end this debate once and for all.

Sachi: Don't forget to vote, comment what you think of the fight.

Megumi: Yeah, but right now, it's time for a Death Battle!

Fight

City

The setting sun shines over the city as everything seems to be at peace.

However, at that moment, Max drives his Turbo Cycle across the street, driving at super speed.

VROOM!!!

As he is driving, at the same time, Rex takes a hotdog from a hotdog vendor, licking his lips as he prepares to take a bite.

However, right at that moment...

VROOM!!!

Max drives past Rex, causing his to drop his hotdog.

Rex turns his head, noticing Max and instead of getting mad, he dashes onto the road, morphing his nanites.

VRR!!! VRR!!! VRR!!! VRR!!!

The nanites in Rex's bloodstreams began shifting, allowing Rex to morph his legs into his Rex Ride.

VROOM!!!

Rex closes in onto Max, greeting the guy.

Rex: Hey, nice ride.

Max looks at him, surprised as he admits.

Max: Thanks, kinda like yours as well.

Steel: Is doing all that with an Ultralink?

Steel asks Max as Max replies.

Max: I don't know, we better be careful.

At the same time, Rex proposes.

<Cue: 決戦スピリット by HoneyWorks>

Rex: Hey, wanna race? The last one to reach downtown buys the other guy a hotdog.

Max: Oh you're on!

VROOM!!!

Both Rex and Max drives across the streets just as the announcer announces out.

Announcer: Fight!

VROOM!!!

Both Rex and Max speeds across the streets, neither willing to give each other the upper hand.

That is until Rex closes in and he slams his Rex Ride into Max's TURBO cycle, knocking into him.

CRASH!!!.

Max: Hey! No fair!

Max then draws out his Turbo Blaster before opening fire.

THOOM!!! THOOM!!! THOOM!!!

Rex dodges the blasts, shouting.

Rex: Hey! I saw that.

Rex then morphs his Rex Ride back into his legs, morphing his hand into his Big Fat Sword before swinging it at Max, forcing him to jump up.

The blade instantly slices the Turbo Cycle, destroying it.

KABOOM!!!

Steel then remarks out.

Steel: Whew! That was close!

Max: Yeah.

Max then draws out his Connect-Tek Sword, declaring out.

Max: Let's make this interesting.

Max charges forward, rolling across the floor as Rex swings his Sword at him.

Max thrusts his blade forward only for Rex to parry it.

CLANG!!!

CLANG!!! CLANG!!! CLANG!!!

Max and Rex clashes blades before Rex thrusts his leg out, kicking Max back.

WHAM!!!

Max lands back before pulling out his Turbo Blaster, firing at Rex only for the latter to shield himself with his Big Fat Sword

CLANK!!! CLANK!!! CLANK!!!

Rex then morphs his Sword into his Slam Cannon, hitting the ground before pointing it at Max, firing a chunk of concrete at him.

BOOM!!!

Max swings his Turbo Sword down, slicing the concrete clean into half.

SLASH!!!

Max then dashes forward, closing in before throwing one hard punch, striking into Rex.

POW!!!

The impact sends Rex crashing back, his Slam Cannon exploding into chunks of metal as he falls flat onto the ground.

Max: Had enough?

Rex: Nope, just getting started.

BOOM!!!

Rex fires again, causing Max to dodge as Steel Ultralinks into Max's Clone Mode, creating two more clones as the three charges forward.

BOOM!!! BOOM!!! BOOM!!!

Rex fires more shots, each one hitting each clone before the last shot strikes onto Max, causing him to grunt out in pain.

Max: OOFFF!!!

Rex watches as the projectile sends Max flying before crashing into the ground.

BOOM!!!

Rex morphs his Slam Cannon into his Combat Drill before closing in onto Max, only for Max to at that time, allows Steel to Ultralink with two drills, creating two Turbo Drills that destroys the rocks.

CRACK!!!

Both Drills clashes into each other, running before Max's Turbo Drills destroys Rex's Combat Drill.

CRASH!!!

Rex: WHOA!!!

Max then swings the drill across, smacking into Rex.

WHAM!!!

Rex falls flat onto the ground as Max closes in, preparing to finish Rex off with his Turbo Drill when Rex morphs his arms into his Smack Hands, catching Max mid punch.

Max: What the...whoa!

Rex tugs Max close to him, punching him hard in the body.

BAM!!!

Max was sent flying up as Rex launches himself upwards, the two uses their weapons to exchange blows in the air.

CLANK!!! CLANK!!! CLANK!!!

Rex catches Max's drill before punching him, sending him flying across the air.

POW!!!

Max recoils from the pain, Ultralinking with Steel into his Turbo Strength Mode

Max: You wanna get nuts, let's get nuts!

Both Rex and Max closes in, the Smack Hands and Turbo Strength Mode seemingly evenly matched as the two circles each other, boxing with their armored fists.

Max thrusts two jabs, forcing Rex to blow with his Smack Hands.

CLANG!!! CLANG!!!

As Max is sent flying, Rex creates his Boogie Pack to fly after his opponent.

WHOOSH!!!!

Max then activates his communicator calling out.

Max: TJ, I need you.

At that moment, the Turbo Jet flies across the air, catching Max as he jumps into the cockpit, allowing Steel to Ultralink with it as they fly straight towards Rex.

Rex notices the jet and he laments.

Rex: No way! You get your own jet! How come White Knight never gives me one?

Max: No idea but at least you create your own rides. I can't.

Rex: Eh true.

Rex flies in the air as the Turbo Jet fires a barrage of shots at Rex, prompting the latter to swerve in the air, dodging shot after shot before throwing a punch at the Turbo Jet.

BAM!!!

Max: Whoa!

Max's quickly regains control before turning around, activating Turbo Slide.

SHING!!!

Two blades appears at the side of the Turbo Jet as both it and Rex clashes in the air.

CLANK!!! SLASH!!!

As Rex cuts the armor of the Jet, at the same time, the blade cuts into Rex, causing him to cough out blood.

Rex: HUARGHHHH!!!

Max: It's over for you!

Max flies the jet forward, only for Rex to create his Battle Saw, slicing the jet into half.

RRRRZZZZZ!!!

Max: Hey!

Max screams out in anger as he jumps out, Ultralinking with Steel into his Turbo Flight Mode.

Now flying in the air, Rex remarks out.

Rex: Now you're talking.

Both Rex and Max flies across the air, clashing with each other, only for Max to dodge Rex with a much better precision, grabbing onto Rex before firing a blast.

THOOM!!!

Rex: ARGHHHHHHH!!!

Rex screams out as he crashes onto the floor, damaged from the attack.

Max lands across of him, stepping towards Rex and he asks Steel.

Rex: Is it over?

Steel: No. I'm afraid not.

Max and Steel watches as Rex pushes himself up, his healing factor healing him as he growls.

Rex: Okay, now I'm mad.

Rex then creates his Blast Caster prompting Steel to Ultralink with him once more as Max creates his Turbo Lash.

Both Rex and Max cracks their whips at each other, snapping and cracking as the Blast Caster strikes Max, electrocuting him.

BZZZTTTT!!!

Max: ARGHHHHHH!!!

Rex then creates his funchuks before swinging it across, striking into Max.

WHAM!!!

As Max falls flat onto the ground, Steel unlinks from him as Max takes the Ultralink, throwing his friend at Max like a boomerang, only for Rex to dodge the attack.

Rex then morphs his nanites, shifting his machines back to human limbs before throwing a downward punch into Max.

WHAM!!!

Max: Ow!

As Max drops onto the floor, Rex puts his hand on him and he says.

Rex: Alright, it's time to remove those nanites in you.

Rex then proceeds to cure Max, only to find out...

Rex: What?

Max uses Rex's brief moment of distraction to push him back just as Steel returns, hitting Rex in the back of his head.

WHAM!!!

Rex: Ow!

As Steel Ultralinks with Max, Rex looks at the boy, remarking out.

Rex: I don't get it, why didn't it work? Unless, you're...not an EVO aren't you.

Max: EVO? What is that?

Rex: Whatever, EVO or not, I'm still taking you down.

Max: Oh you're on.

Rex then morphs his hand into a Bad Axe while Max brandishes his Connect Tek-Sword before the two lunges at each other.

Both their blades clashes into each other, neither side willing to give their opponent the upper hand.

Rex parries a blow from Max before swinging his axe upwards, cutting into him.

SLASH!!!

Max: ARGHHH!!!

Though hurt, Max spins in the air, dodging a swing from Rex before closing in, splitting his sword into two as he swings it across.

SLASH!!!

Rex: ARGHHH!!!

Rex screams out in agony as Max closes in, cutting at him with his blades.

SLASH!!! SLASH!!! SLASH!!!

Blood splashes onto the floor as Max cuts into Rex once more, causing the EVO to stagger.

SLASH!!!

Rex: HUARGHHHH!!!

As Rex pants in exhaustion, Max then says.

Max: Alright, then, let's bring this to a finish shall we?

But before he can do that however, at that moment, Rex lets out a loud scream.

Rex: AAAAHHHHHH!!!

THOOM!!!

Inside his body the Omega Nanites began reacting as Rex's body causing his body to grow, equipping itself with a full body armour.

Max looks up in sheer horror as Rex continues to grow bigger and bigger until he stood towering over Max.

Rex has transformed into his Omega Form!

Max charges forward to attack only for Rex to swing his leg out, delivering a hard kick into the boy.

WHAM!!!

The kick sends Max flying into the air before crashing back first into a building.

CRASH!!!

Max pushes himself up, blood dripping from his face as he groans.

Max: Man, that hurt.

Max looks up, noticing the Omega Form charging towards him, forcing him to summon his Cyclo-Spin Bike, flying away as the giant gives chase.

As Rex is in pursuit, Max says to Steel.

Max: We can't defeat him like this, there's only one thing we can do.

Max and Steel Ultralinks into Max's Turbo Cannon Mode

Now in his suit, Max faces the giant EVO, though not large enough to fight him, the suit however, still gives Max an edge.

Max swerves his body, dodging a swing from Rex before he throws a punch, striking the giant in the shin.

WHAM!!!

The Omega Form staggers from the blow as the Max launches himself like a cannot, striking into Rex.

THOOM!!!

As Rex staggers from the blow, Max launches himself upwards, screaming out.

Max: Here goes!

As Max closes in for a punch, Rex turns and he swings his hand, smacking into Max.

WHAM!!!

The impact send Max crashing into the ground, slamming into a building as it begins to collapse.

CRASH!!!

However, it is still not the end.

Max pushes himself, pointing a finger at Rex and he declares out.

Max: You may have gotten bigger and stronger, but, I still have one more ace up my sleeve.

Max then Ultralinks with Steel as he began growing bigger, his armored body reinforcing as his mass continues to grow, growing to the point he can stare eye to eye with Rex's Omega Form.

Max has now entered Turbo Titan Mode!

Max then flies forward, throwing a punch straight into Rex.

POW!!!

Rex retaliates with an upper cut.

POW!!!

Max delivers a kick into Rex's side.

WHAM!!!

Rex retaliates by thrusting his leg out, hitting Max in the torso.

WHAM!!!

Both Rex and Max throws a punch, striking each other at the same time.

BAM!!!

Max then grabs Rex before throwing him across the street, Max then pulls out the Turbo Star, saying to Rex.

Max: I don't wanna do this, but you leave me no choice.

Max then fires a powerful blast at Rex, striking onto the giant EVO.

THOOM!!!

The blast incinerates Rex's armored body, reducing him back to his human form as Rex lets out one final scream before his body went off in a massive explosion.

Rex: AHHHHHHHHHH!!!

KABOOM!!!

As the smoke clears, Steel splits up with Max as the two reverts back to their original form, with Steel asking.

Steel: Are you alright?

Max: I'm fine. Never better.

KO!

<Cue: Island Song by Ashley Eriksson>

Megumi: What do you know, mechanized fights just never cease to amaze me.

Toomi: Both Rex and Max are incredibly skilled and powerful with their machines, with Rex's experience and nanites against Max's experience and Steel's Ultralinks, it may seem like the two are evenly matched.

Sachi: Except for a few factors, one is strength, while Rex has shown incredible level of strength taking down building size EVOs, Max also has incredible building level strength taking down Elementors, beings that are not only just as big but are even more powerful than a Regular Evo.

Megumi: I mean Ultralinks like Steel can already destroy buildings easily but Max has fought the likes of Miles Dread who can destroy planets, literal planets.

Toomi: Though Rex doesn't have the same weakness of relying on a Ultralink like Max does with Steel, he however does over rely on his Nanites as shown when he lacks physical strength in his human form whereas even without Steel, Max has displayed incredible level of strength and stamina.

Sachi: While both definitely have survived lightning strikes, crushing pressure water and extreme velocity that would kill a normal person, Max has survived worse, surviving planet level attacks from Mega Elementor, Miles Dread and Terrorax while Rex hasn't survived anything similar to that.

Megumi: Now some of you might say Rex should win because he fought Ben Tennyson, but there are a few issues to that we will address.

Toomi: One, while impressive that Rex can match Humongousaur, Max has beaten enemies larger than Vaxasaurians such as the Elementors , Makino and Terrorax.

Sachi: And two, Ben isn't exactly going all out, especially since he has shown no interest in fighting Rex. Including the fact the crossover wants the two to team up, not fight to death.

Megumi: And three, Ben didn't use all his aliens due to the limited amount of aliens allowed to fit with the episode's schedule, the art style needed to redesign Ben's aliens into the Generator Rex's art style and what aliens can be used. Cause Rex certainly wouldn't beat Way Big or Alien X in a fight and if Ben can use Upgrade to upgrade him, if he wants, he could even kill Rex with the same tactic.

Toomi: There is also a crucial factor of this fight, such as Rex's Nanite manipulation he can use to cure EVO, which is useless since nanites does not exist in the Max Steel universe and humans and Ultralinks in the series are not EVOs.

Sachi: And there is Rex's Omega Form and Max's Turbo Titan Form, both their giant mechanized forms certainly makes this matchup very fun and interesting. But Rex's Omega Form hasn't really displayed the same kind of power and speed Max's Turbo Titan Form has as the Consortium though powerful, has never displayed the same speed and strength Makino has.

Toomi: Rex's only way to beat Max would be his Godhood but not only has he already lost that power but it is not in his character to just use such power to erase Max and Steel from erasure since he certainly did not with his enemies and instead just cured them. Overall, Rex and Max's control of machines is very impressive to boot, but Max's higher level of strength, speed, durability and power is what gives him the victory in the end.

Megumi: Rex may have the nanites in him, but that doesn't stop Max from Steeling his victory Turbo style

Sachi: The winner is Max Steel. Or should I say, Max and Steel.

Steel: And once again, Steel saves the day, and the crowd goes wild! HAAAH!!! HAAAH!!! HAAAH!!!

Toomi: Hey guys, thank you so much for checking out our battle in What if Battles 2.

Sachi: If you want more content like this, don't forget to add this in your library and comment if you have any idea for a fight.

Megumi: Until then, next time on What if Battles...

Up Next

Baki Hanma

VS

Iron Fist

Baki vs Iron Fist

Trivia

* The connections between Rex Salazar and Max McGarth is that both combatants are young teenage boys who possesses biomechanical traits that allows them to transform themselves or parts of themselves into weapons used for offense, defense, armor and travel. The two even uses a form of energy to create their weapons, Omega Nanites for Rex and TURBO energy for Max and the weapons involves blades, armour, projectiles, flight and speedy travels

* Both combatants also lost both their parents in a tragic event that lead to the start of their series with Rex's parents killed by a Nanite explosion while Max's father James was left stranded in space after an explosion. The two even began working with an organization that strives to protect the planet, Providence for Rex and N-Tek for Max.

* Interestingly, both boys way of using their powers are a heavy contrast of each other, with Rex using the Nanites in his own biometrics to create weapons while Max ultralinks with Steel to create weapons through Steel.

* Shockingly, the two even have a form that turns them into a mechanized giant, Omega Form for Rex and Turbo Titan Mode for Max

* Coincidently, despite being the same race as the villains of the series, both Rex and Max spends the entire series opposing them, EVOs for Rex and Ultralinks for Max and Steel.

* This is the first time a Generator Rex character fights a Max Steel character

* This is the first time a Max Steel character wins a What if Battle

* This is the first time a Generator Rex character loses a What if Battle

* Rex's analysis is a reference to the line of "Revolution" from Orange, "Make Way and Start a Revolution" a lyric from Generator Rex's theme song

* During Rex Salazar's analysis, Megumi even references Rex's "Theme Song" while mentioning Man of Action is due to the fact that Man of Action created Ben 10 and Rex sang his version of the Classic Ben 10 theme song

* During Max Macgarth's analysis, Megumi's way of rounding off the analysis is a reference to Max Steel's Season 1 opening.

* During the battle, the way how Omega Form Rex kicks Max Steel with his foot is a reference to a scene in Attack on Titan where the Colossal Titan sents the Attack Titan flying with a kick

* During the fight, Max's quote," You wanna get nuts? Let's get nuts!" is a reference to Micheal Keaton Batman's quote in the 1989 Batman movie

* The way how Omega Form Rex and Turbo Titan Max clashes is a reference to Goku's fight with Majin Vegeta in Dragon Ball Z

* Interestingly, despite Max and Steel fighting as one, Steel is the one who says a victory quote at the end, most likely to acknowledge the fact that Steel and Max works together as a team, especially with Max saying the end quote of their analysis and Steel closing off the battle.