Rex, I need an update.
I'm right at the edge.
Anything still alive in there is trying to get away from the sandstorm.
It's not the storm they're running from.
The nanites inside them are forcing the animals away.
It's creating a kind of nanite-free zone.
Ha!
We should call White Knight.
Maybe he'll move here and leave us all alone.
It's no laughing matter, Rex.
It could be the most significant development
since the original nanite event.
Yeah, yeah. Possible cure, save the world...
Got it.
I'll check it out.
Hey, doc.
You may wanna get a load of this over here.
Negative.
The storm is moving in too fast.
Just place a sensor and pack it in.
Hey!
No. Couldn't be.
Rex to base... we got trouble of the egomaniacal evo kind.
Van Kleiss is here?
Why am I not surprised?
I think the real question is,
if everything else is in such a race to get out, why is he going in?
Rex, wait.
Don't worry, doc.
It's me.
What could possibly happen?
â™Ş So make way to start the revolution â™Ş
â™Ş make way â™Ş
â™Ş we're gonna have fun tonight â™Ş
â™Ş make way to start the revolution â™Ş
â™Ş so make way â™Ş
â™Ş so make way to start the revolution â™Ş
â™Ş make way to start the revolution â™Ş
â™Ş so make way â™Ş
Rargh! Ptuh!
There's nothing but dirt!
My sensors...
useless in all this sand.
This phenomenon deserves my personal attention.
What we seek is nearby.
I can feel it pushing against me.
Yeah?
How about kicking against you, too?
Rex!
You're not welcome here.
Now, that hurt my feelings!
Aaah!
Whoa!
If I never see your face again, it will be too soon.
Yeah? The feeling's...
Whoa! Mutual!
Rex?
Rex, do you read me?
Okay, we gotta get outta here.
I got sand in places I didn't even know I had places.
Rex, if you can hear me, we're retreating to the safe zone.
Rendezvous with us there.
Aaaah!
Whoa-ohhhhhhh!
Okay, Kleiss... go time!
No evo allies, just you and... whoa!
Uh, sorry, buddy.
Didn't mean to bring you along for the ride.
I don't need my evo allies, when I can simply make more.
Don't get me wrong... I love punching stuff.
But anything you can do, I can undo better!
We can do this all day.
Or you can just spill it.
Why are you causing this nanite-free zone?
How convenient it must be to make me the root of all evil.
I'm not causing it.
I've come to discover the source and destroy it.
This could be the cure to nanites.
And I live off nanites.
What Providence calls a cure, I call death.
Really?
Haven't we moved past this?
Huh?
That is the funniest thing I have ever seen!
Hang on... I got to get this on video.
Something's wrong.
I should be controlling this creature.
Stinks to be you.
Huh?
You ruined my shot!
I believe we've found something more interesting.
You like to point out the obvious, don't you?
Don't get me wrong... I love the kid, but if we don't pull stakes now,
we'll be combing dust outta all sorts of places for years.
Too late.
Hold on to everything that's not tied down.
This is going to be a bumpy...
Ride.
Holiday?
I trust you're all right?
I'm fine, Six.
But Rex is still out there...
with Van Kleiss.
I can't reach him.
We'll prep a rescue party.
Prepare to come aboard.
Hey!
This is not simply a nanite-free zone.
Something is stealing the nanites from our bodies.
If we linger here too long,
we may both find ourselves defenseless against the other.
Well, then, we'd better blow this joint.
And when I say "we" I mean "me."
Aaaaaaaah!
If either of us is to escape this place,
we will have to work together.
What exactly are you suggesting?
A temporary truce.
An extremely temporary truce.
We'll work our way to the center of the nanite storm.
No, we work our way out of the nanite storm
and get Providence in here to figure out what's happening.
Providence?
They can't be trusted.
Them?
Didn't you try to take over New York?
And Europe?
And the world?
You need to listen to me, Rex.
Without your powers, you're nothing but a child.
Oh, yeah?
Truce over!
Okay. This is awkward.
Hey, is it just me, or are you getting really dusty?
It's happening faster than I thought.
What's happening faster?
If you know something, you'd better spit it out, or...
Whoa!
It all looks fossilized.
Like it's made completely out of...
Sand.
Not only are there no nanites here, this is pure silicone.
There are no other elements...
no carbon, calcium, hydrogen.
It appears that this zone not only destroys nanites, but is...
Squeezing the life from the earth.
This isn't sand.
This is me!
These glyphs...
there's something familiar about them.
Sumatran?
Mesopotamian?
Less geeking, more escaping!
We need to find the epicenter of this maze.
These glyphs may hold the answer.
Only if one says "exit sign".
No need to panic, Rex.
We have at least 20 minutes before fossilization... give or take.
"Don't panic"... says the guy who used to be dirt.
We're turning into walking litter boxes,
and you're checking out caveman graffiti?
No wonder I'm always kicking your butt.
You don't have an investigative bone in your body, do you?
So strongheaded... just like your mother.
No, you don't like that, do you...
that I know more about you than you do?
Skip the head games.
Isn't exactly a good time.
No, but perhaps it is time for some truth.
We may perish down here, Rex.
Ask me anything you want about the past, and I'll answer it.
Sell it somewhere else.
I'm not buying.
Oh, so the great and powerful Providence has finally come through
on their promise to help you remember your past.
Something better...
someone who was actually there at the nanite event.
Aha.
Your brother, Caesar.
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 Caesar.
He's not the man you believe him to be.
What are you getting at?
Oh, no, no. That's not how this works.
It isn't my turn.
Quid pro quo, Rex.
If you want to know more...
Why don't we start with something simple?
Rylander's Omega nanite.
I know it's inside you.
Status update?
Still no fix on Rex.
Scanners can't cut through the storm, so we're moving in to stage a recon.
I will not risk everyone on board that ship for one agent.
Not even that agent.
Whoops. Guess the satellite feed went down.
Nasty sand.
Caesar?
Wanted you to know, we haven't found him yet.
- Found who? - Rex.
Right. Ah. Sorry.
That was, uh, 15 minutes ago.
I've done about 500 tasks since then.
Try calibrating the keep's sensors to search for traces of selenium.
It's something Rex naturally gives off, like dandruff.
I... really?
Hmm.
Okay, thanks.
So what you're saying is,
the motor runs off of gravity and the only exhaust are atoms of selenium.
Now you.
Squid pro... Whatever.
The nanites, the event.
What started all this?
He didn't tell you?
I'm not surprised.
It was Caesar.
Wasteful, Rex.
You're lying!
Hardly.
Your brother is responsible for the most significant catastrophe in human history.
You have to admit that as brilliant as Caesar is, he's...
Not quite right.
Am I telling you something that you haven't already noticed?
Haaah!
You seem to have awoken some sort of defense mechanism.
What are they defending?
Rocks?
Before we're totally devoid of nanites, we need to end this now...
together.
Back to back!
What?
Haven't you ever read a comic book?
Back to back!
No way.
These markings... they're not hieroglyphics.
They're circuit boards.
This whole cave, this valley...
it's one giant circuit board.
These are data conduits...
M.S. Hubs!
You're right.
These spirals are solid-state storage...
the standard design for a firewall in a CPU.
Did you just say I'm right?
Now that I know what we're dealing with, it's a simple matter of...
Hacking in.
This is malo... muy malo.
Van Kleiss, meet the psycho computer who calls herself...
Zag-RS?
How do you know that?
You know Zag-RS? How?
She was designed as a decontamination program
at the original nanite laboratory.
Her task was to destroy any rogue nanites that escaped from the holding tanks.
She did a great job.
Whoever designed her should be taken out and beaten with a tendril.
Caesar designed her.
I'm gonna have to have a chat with my brother when this is over.
Focus, you fool.
If we're to survive this, we have to use whatever nanites
we have left to shut her down.
No problemo!
Ah, come on! Stay up!
Show-off.
Well, this bites.
Didn't I leave you in orbit?
Shouldn't you have burned up in re-entry or something?
Re-entry resulted in a hard desert landing.
This unit faced complete system failure.
Salvation came from integration with the host space station power cells,
where new initiatives were established.
Turning the world into a sandbox?
Correct. The prevention of organic infection
by elimination of organic matter and securing the earth core system.
Soon, this world will function without flaw.
Van Kleiss!
Change of plan!
While I've got Zaggy occupied, you go and warn Providence before it's too late!
There's no time.
Her strength is growing exponentially.
To achieve victory, you must trust me.
Trust you?!
That's comedy gold!
Even if I was that big of a doof,
neither one of us has enough power to fight back!
That's not entirely true.
Huh?
I've not been completely honest with you.
Stunned... really.
The Omega nanite within you has a self-replicating program.
You can create your own nanites.
What?!
Why didn't you tell me!
A calculated omission.
No way.
There... that is the heart of Zag-RS.
Strike while you can!
Oh, yeah!
Now we're talking!
Normally, I don't fight girls, but this time, I'll make...
A big... Giant... Robot...
Exception!
I found him, Six... 20 kilometers northeast.
There's a huge spike in trace selenium.
Charge all weapons.
The storm's starting to break.
But please don't crash.
Yaaah!
That's not fair!
It worked in the movie!
Aaah!
You have miscalculated, human.
The more nanites you replicate, the more energy you supply me.
7.5 seconds until I overtake your production.
4.3 seconds.
Aaaaaaaaah!
Yaaaaaah!
One psycho robot down, one supervillain to...
chicken!
Finally!
What, you never heard the term "fashionably late"?
Your nanite-replicating function seems to be working well.
Most of Zag-RS' alterations have been expunged.
Meaning...What?
You ain't gonna wash away at high tide.
This is my design.
Great... my brother created Zag-RS.
Evidently.
Though her evolution into some sort of sentient nanite-slayer is most curious.
Curious?
What about what Van Kleiss said?
You mean I'm to blame for the original nanite event?
Why don't we ask her?
Wait! Interface protocols.
Code designate Zag-RS.
Respond.
Dr. Salazar.
Good morning.
How may I assist you?
Stand down, gentlemen.
Zag-RS has been successfully rebooted.
But her memory has been wiped clean.
What?
You got to be kidding me!
That's interesting.
Hmm.
Van Kleiss must have implemented a program dump before he left you.
It's the only logical conclusion.
Program dump?
Do not place your trust in Caesar.
He's not the man you believe him to be.
Great.
So now all we've got is a lame decontamination program
with a GPS lady's voice?
GPS lady?
Hardly.
- I was making a joke. - 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.
Mama?