Disillusioned (Ben 10/Generator Rex crossover)

[perhapsormaybe]

Six hadn't said a word since they'd arrived - not that Rex really expected him to. He was used to Six not talking, but the fact they were in a town with no signs of EVO activity concerned him. What are we even doing here? he wondered when Six suddenly turned and walked into the mechanic's shop.

"We didn't even take a car..." Rex muttered to himself, running to catch up to Six.

"Maybe he figures you could use a tune up?" Bobo joked, speeding up himself to match Rex's new pace.

"We need access to the Plumber's base," Six was saying to an overweight man behind the counter. The man (a rather average looking guy with the name "Ed" stitched onto his coveralls) raised an eyebrow as Six.

"This is a garage, we don't have any plumbers here. You tried the phone book?"

"Yeah, that's, probably a good idea," Rex added, coming up to Six's side and yanking on his arm to try to pull him back. "Why are we out here looking for plumbers, anyways? Aren't there plenty near Providence's base, or are toilets able to go EVO now?"

"Now's not the time," Six dismissed Rex's questions without answering any of them, not even bothering to turn away from Ed's direction, though where his eyes were focused behind his shades was a mystery. "I know it's here. Tell me how to access it."

Ed studied Six carefully for a moment. "Look, buddy, I ain't got nothing to do with it. They pay me a fee each month to stay out of their way. Don't know how they get in or out."

Rex had the distinct feeling Ed was lying to them, but he knew that if he thought that, Six was certainly thinking the same. Much to his surprise, Six stepped away from the counter and selected a wrench from a nearby empty coffee container.

"Whaddya need a wrench for?" Bobo asked, though he didn't sound particularly interested.

Six held the wrench up so that both Rex and Bobo could see the key dangling at the end of it before using the key in a nearby door clearly marked 'staff only'. The door opened to reveal a much sturdier metal door. "Rex? Try not to go overboard."

"You mean...?" Rex rubbed his hands together in excitement before willing his nanites to contort his arms into their much larger machine form. He wrenched the door right from the frame before throwing it aside, nearly hitting poor Ed in the process.

"Nice one, but you would have gotten extra points if you'd hit the old man," Bobo said before following Six through the now empty door frame.

"Hey, wait for me!" Rex called as he returned his arms to normal.

"You picked the wrong place to bust into," a group of three teens stood before them, as well as an elderly man. The one who was talking was the tallest, a raven headed, muscular kid who was cracking his knuckles.

"What do you want?" Added a brunette, one hand raised above a device on his arm.

"I dunno, ask him," Rex jerked his thumb in Six's direction. "I'm just as lost as you guys are."

"For now, we would just like to talk," Six said.

"Aww, man," Bobo complained, "If I'd known that I would have stayed back at the base," He returned his guns to his holsters with a disappointed grunt.

"You have a talking monkey," the black haired teen said, his voice slightly bewildered and clearly amused.

"Well hand the kid a medal," Bobo rolled his eyes, "He has observational skills."

"Not now," Rex muttered to Bobo. He found the exchange amusing, but the look on the elderly man's face concerned him. He was eyeing Six with such intense dislike that Rex felt something bad was about to happen.

"If you want to talk, we'll talk," the brunette agreed. His stance relaxed a little. "There are some chairs over there..." Rex and Bobo each took one of the unoccupied chairs, however Six remained standing. "All right, now that we're all comfortable...you said you want to talk, so talk."

"Ben Tennyson, right?" Six asked. The boy, Ben, nodded. "Good. Providence sent me here to ask for your assistance with the EVO problem."

"Not happening," this time it was the elderly man who jumped in. "We know all about your 'cure, contain or kill' policy, and we know what you do to the alien kids you capture."

"You mean this guy works for Providence, Grandpa Max?" the girl finally spoke up. Rex winced when he noticed that she was now giving him the same distasteful look her grandfather was giving Six. "You guys kill people...especially alien kids, any time one of them has their nanites activated --"

"They go rogue and are even less likely to be able to control them than most humans are," Six cut her off. "Providence does what has to be done. We obey orders - just like the Plumbers do. Providence would like your team's assistance with exactly that - the alien EVOs. It seems they don't trust Providence --"

"With good reason, it sounds like," Rex cut him off.

"Rex--" Six's voice sounded like a warning, but Rex ignored him.

"How come you didn't tell me about this? Have any of the EVOs I fought been alien kids?"

"That's not the point of this mission," once more, his questions were ignored and Six continued. "They do however trust Ben 10 - or at least what you stand for. The alien EVOs are often being hidden from Providence by family members and friends. It doesn't work for long, but waiting always makes the problem worse so by the time they can't hide the EVO anymore there's far worse clean up involved, and sometimes people die. You could help with that."

"No deal," Ben said steadily, crossing his arms. "Not with the way Providence has been treating the alien EVOs. How many have you killed?"

Six pulled a manila envelope out of his suit and tossed it on the table before also pulling out a pair of energy cuffs.

"One pair ain't gonna work on all of us," the raven head snorted.

"No, Kevin," the girl said after she'd opened the envelope and scanned its contents, "It's not for all of us...it's just for you."

"What?"

"It's...it's a warrant for your arrest."

"You can't do this!" Ben insisted, rising to his feet.

"Providence is a government agency, and Kevin Levin is still a wanted criminal throughout the galaxy," Six stated. "You'll find everything is legal if you look through the envelope. It also includes a detailed, itemized list of his crimes. It goes on for about twenty pages."

"He served his time," Max snarled, "And the Plumbers put in for his name to be cleared. This is only being brought back so you can blackmail Ben!"

"Is that what this is?" Ben demanded, "If I don't go along with Providence, you'll arrest Kevin?"

"Those are my orders," Six said with his usual stoic air.

Kevin grabbed a nearby wall and allowed the metal to coat his body. "If you think I'm going without a fight --"

"You would be on the team with Rex," Six completely ignored Kevin and even turned his back to the teen.

"Hey! Look at me while I'm threatening you!" Kevin complained.

"Wait, teamed with me?" Rex repeated. "Why?"

"You have a strict no-kill policy, right, Ben?" Six asked. Ben nodded. "Rex is Providence's secret weapon. He can cure EVOs. So far we haven't gotten him close enough to an alien EVO to see if he could do the same for them, but if word gets out that Ben Tennyson is working with Providence, the aliens may be more willing to let us get closer."

"And you'll pardon Kevin?" Ben raised an eyebrow.

"That's the agreement."

"Gwen, Kevin, Grandpa...what do you guys think?"

"I'm against it. There's only three of them, and one of 'em's a monkey...we can take them," Kevin insisted. "I'm not going to be used as a tool!"

"But if we don't help them the alien EVOs are even more likely to be killed," Gwen threw in.

"I don't like this any more than you do, Ben," Max sighed, "But Gwen's right. As much as I dislike Providence's methods, at least with you helping you can be there first hand to stop the killing. Cure or contain only, right?" Max's eyes narrowed at Six.

"You would not be Providence agents, so you would not be bound to our rules, however we follow orders. If the order to kill comes, I will follow it."

"Don't worry about it, I'm going to make sure we get them cured," Rex said determinedly, extending his hand in Ben's direction. "So...teammates?"

"Teammates," Ben agreed, shaking Rex's hand.

"Aww, I'm all warm and fuzzy on the inside," Bobo muttered sarcastically, "If we're done with the making nice, is there anyway we can hop on the next plane out of here and get to the next fight? I'm starting to feel antsy."

Author's note: Yeah, I know I said I'd wait a bit longer. I lied. I'm enjoyed Generator Rex too much and I was really looking forward to writing this. As such, this will only be available to read here until Generator Rex takes its first break, just in case continuity errors come up. Once its edited for any errors it will be put on ff.net.

[dragonelf]

Great start! You've done a great job blending the two shows and I'm excited to see where things go.

Also, I really enjoyed Bobo's lines.

[Lady Lasa]

Mel, you've done it again.

Great start to what I'm sure is going to be a great story. I like the concept and you've combined the two shows very well. Keep going!

[perhapsormaybe]

Chapter Two:

"I'm just saying, if we had a talking monkey on our team," Ben gestured towards himself and then to Gwen, "There'd really be no more need for Kevin."

Kevin rolled his eyes. "Yeah, and without me Tennyson you'd probably lose every fight."

"Guess my memory's a bit foggy, who saved who from Vulkanus?" Ben pretended to look thoughtful, then snapped his fingers as though the answer had just come to him. "That's right, I saved you!"

"Don't let them fool you," Gwen leaned in towards Rex, "Deep down they actually care about each other."

"Do not!" Kevin and Ben called in unison.

"Sorry for all the waiting around," Rex apologized, "Usually Providence doesn't let too many outsiders in. Well, Noah, but uh...found out that was a 'special' case," he finger quoted the word 'special' to accent it further.

"Man, this is boring," Kevin complained, throwing his head back. "Isn't there something we could be doing right now?"

"I've got some ideas, but ain't like any of 'em are legal," Bobo muttered, "Not like you probably care, though, right kid?"

"Depends, what kind of ideas you got in mind?" Kevin asked, leaning forward, suddenly looking intrigued.

"Kevin!" Gwen chided.

"Have you guys dealt with EVOs before?" Rex asked. It amused him a bit to watch Kevin squirm, but another part of him wanted Max Tennyson's approval. The old man had been quiet since they'd arrived at Providence, but he looked agitated. He kept glancing at Rex, clearly trying to figure him out. Something in the very way the man carried himself made it clear to Rex that this was a professional, but lacking in the hard edge that both White Knight and Six had developed. This man was a leader, and yet he was still so human that Rex wanted very much to be liked by him.

"A little bit here and there," Ben said, tapping his chin as he tried to remember, "Not long ago the alien who created the Ultimatrix, Azmuth, showed up and ran some diagnostics. He was able to remove the nanites from the Ultimatrix and so long as I keep it on the nanites in my body will stay dormant."

"Could he do this on a global scale?" Rex's mind started whirling with possibilities. If this alien was brilliant enough to do this once, why not more times? Sadly, though, Ben shook his head.

"I already asked him. It's not possible to do on that scale. It's the Ultimatrix's unique system that allowed him to code it to keep my nanites from turning me EVO, but because it's so powerful there can only be one Ultimatrix in existence. It's not something he would trust with the average person and he refuses to make more, even to combat the EVO problem."

"Downer," Bobo noted.

"White Knight's waiting for you inside," Six emerged leading Doctor Holiday. Kevin's eyebrows shot up slightly at the site of the doctor before Gwen elbowed him hard in the ribs.

The group was lead together to another room where an elderly man in a white room was sitting forward, his hands folded together as he rested his head on them, his gaze falling quickly on Max. "Hello. It's been a while."

"Not long enough, if you ask me," Max snorted. "How many alien EVOs did you order killed last week, hmm?"

"I've done what needed to be done. Haven't you done the same? What was it you did to a uh..." White Knight glanced down at the papers on his desk, "Victor Validus?"

"I didn't have him killed!"

"No, but you did effectively make things harder on him for several years. He was financially ruined and had a hard time making ends meet. The point is Max, we have policies here. Sometimes killing is necessary. Better one than millions."

"You're not dragging my grandson into this," Max's eyes narrowed. "I'm not letting him do the dirty work for you!"

"Grandpa, calm down," Ben put a hand on his grandfather's shoulder, "We understood coming here what their beliefs are --"

"Glad to see someone making sense," White Knight muttered.

"You didn't let me finish," Ben continued, "We also know they're wrong and at least if we're out there with them we can stop them from killing someone."

"If they can be saved by other means," White Knight said calmly. The image of White Knight faded as a picture of a teenage girl replaced him. At first she was normal looking - skinny, average height, long blonde hair with soft brown eyes. A moment later she changed - the picture was still the girl, but her mouth had split open until her mouth was the full length of her jaw, her teeth elongated so they looked more like spears. Her eyes had taken on an almost cat-like shape and the palms of her hands were black. White Knight's voice explained. "This is Katrina Mena. 14. Mutated today...her alien ancestry is with something called a 'necrofriggian' --"

"Don't tell us. Her power has something to do with ice?" Kevin interrupted.

"Her normal powers, yes...but the nanites have further evolved the powers. Not only are her normal ice abilities increased, but it seems she's developed a new ability -" the picture was replaced with security camera footage. As a police officer tried to get near Katrina, she reached out and grabbed his arm. Where her skin made contact his skin started to smoke as he screamed and backed away. The screams continued even as the footage cut out. "Her skin is so cold it burns. Once skin-to-skin contact is made, the victim suffers instantaneous frost bite. If the victim stays in the same area as her the frostbite spreads to the rest of their body. It seems her breath makes the area around her colder as well, but we did manage to save some of the team by removing them from the area after she attacked them. Those who remained alive had to have limbs amputated."

"Maybe I should put on pants for this one," Bobo said as White Knight finished.

"Is she aware of what she's doing?" Gwen asked. "I mean, is she doing it on purpose or are the nanites controlling her?"

"I don't know," Rex admitted, "Let's go ask her ourselves."

[Lady Lasa]

I love the descriptions here, especially with the new EVO and her abilities. Great job, Mel!

[dragonelf]

Excellent job! I enjoyed the interactions between the characters as well as the description of the EVO and her powers. Necrofriggians have always been a favorite of mine, so I was excited to see the first alien EVO would be part Necrofriggian.

[datdude]

Nicely done.

[perhapsormaybe]

Chapter Two (as the other chapter two merged with chapter one...the nanites did it!)

The streets were bewilderingly quiet for an EVO outbreak site. Even though Rex had traveled all around the world, he thought this may have been one of the creepiest cities he'd ever visited. The buildings here were abandoned, their wood beginning to rot away and fall in, and a thick fog rolled in at waist level. They couldn't see their own feet and Bobo's hat was the only sign the monkey was still with the group when the fog was at its worst. The quiet seemed to ring through Rex's ears; he kept glancing around, expecting an ambush at any moment. None came, but he still couldn't bring himself to relax.

Six had a tracker in hand and was scanning the area as Gwen and Kevin did the same with their Plumber's badges but no matter how far they walked, how many of the buildings they searched they found no signs of Katrina, or any other life.

"We even sure she's here?" Bobo grunted after another half hour of searching. He gave an unintentional shiver. "I'm freezing my tail off here."

"She's here somewhere," Six insisted.

There was the distinct sound of something snapping. The group paused at once. "You guys hear that?" Ben asked. The others nodded. "Think that was her?"

"I think whoever it was has a nice surprise for them coming, Bobo-style!" Bobo lifted his guns in the direction the noise had come from.

"Don't shoot!" came the immediate reply. The shape was blurry through the frog but even at the distance it was obvious the figure was certainly not human.

"I know that voice," Kevin said, squinting his eyes as though it would help him identify the unknown speaker. The shape continued towards them, until finally he was close enough to be seen. Argit, Kevin's old partner-in-crime, his sometimes friend and often enemy stood there, his hands up, palms out as though in surrender. "Argit! Long time no see," he said with a quick smile. Suddenly his face grew dark. "You still owe me a couple hundred, by the way."

"Yeah, yeah, later, Levin, I'm gonna score a bit pay off and we'll make some uh...arrangements then. Just came to tell you you're in the wrong spot."

"Wrong spot?" Gwen repeated. "Just what do you think we're looking for?"

"It's been all over the news. Famous Ben 10 workin' with Providence. Some aliens are really ticked at you guys for it, too," he crossed his arms and shook his head, "Sheesh, Kevin, even when you're on the good guy's side you end up making people mad."

"We don't have time for this," Six cut in. "If you know the location of the alien EVO --"

Argit shook his head. "Nope. No idea where she is."

"Argit," Kevin said slowly, grabbing ahold of one of Six's swords to absorb the metal and then changing his extended right arm into a sword, "None of us ever said it was a female alien," his sword arm pointed straight at Argit. "So would you like to spill the info now, or do I have to beat it out of you?"

Argit gulped and timidly reached out to push the sword away. "Heh...don't suppose I could convince you to split part of the profits so you'll back off?"

"You took pay to hide an EVO?" Rex repeated, stunned. "Do you know how much damage they can do?!"

"Do you know how much five grand can buy me?" Argit shot back. "Not that I'm gonna get that money now," he added bitterly. He jerked a thumb in the direction of a building over his shoulder. Even through the fog the group could make out the silhouette of a house - it stood taller than the others and when they got closer it was obvious this building, unlike the other houses, was still in use. It appeared to be a factory of some sort and, while dirty on the outside, there was no outward damage. "I'm scramming before the fireworks start. Look me up later, Kevin. Got a few deals you could be interested in." Just as quickly as he'd come the con man slunk back into the fog, disappearing from sight.

"We sure this is the right place?" Rex asked. He shivered as a cold breeze hit him.

"I'm detecting an EVO in your area," Doc Holiday's voice came over their radios. "Be careful, there also seems to be a temperature drop when you enter the building - well below freezing. Find Katrina, do what you have to do and get out. Don't stay any longer than you need to."

"Got it, Doc," Rex responded, going to the front of the pack. He lead the way through the door and into the factory. "It's...some sort of meat packing plant," he said as he looked around. Cow carcasses still dangled on hooks, but the bodies appeared, at first glance, to be the only occupants of the factory.

"She's here," Six said, glancing once more at his tracker. "Spread out. You two," he indicated Kevin and Gwen, "Ben with Rex. Monkey, you're with me," Bobo shrugged and joined Six. They headed for the right of the factory, Gwen and Kevin went to the left.

"Looks like we're the ones stuck with searching through the bodies," Ben grumbled. "Figures," he twisted the face plate of the Ultimatrix until a tall, plant like figure came on screen and he slapped the face down. A green light enveloped him as his frame grew taller and his features turned plant like. "Swampfire!" he loudly proclaimed when he'd finished his transformation.

"Whew," Rex waved one hand back and forth quickly to try to disperse the scent Ben was now giving off. He finally gave up and pinched his nostrils to try to avoid inhaling the fumes. "Shoulda called him 'Stinky'."

"Sorry," Swampfire muttered. Rex responded to Ben's metamorphosis by matching it with one of his own. His arm grew longer as the nanites inside him build the machine around it - a giant, metal sword. "Show off," Swampfire snorted.

"It's like a scene out of a horror movie," Rex noted as they made their way further into the factory. "Dangling hooks, cow bodies...all we need now is a masked murderer. Or a ---wait, what's wrong with those?" he nodded his head in the direction of the last few cadavers - their meat had turned black. "She's gotta be close...it feels colder now."

"Doesn't feel that cold to me," Swampfire insisted.

"Just trust me, she's clo--" before he could finish the sentence a meat hook came at break neck speed towards his face. Rex managed to stop it at the last moment by deflecting it with his sword hand.

"Big mistake giving away your position like that," Swampfire threw a few seeds in the direction the hook had come from. There was a yelp as the girl, Katrina, was dragged forward by the vines that sprang from the seeds. Before Ben or Rex could make a move to fight her, the plant froze over and died, crumbling away from her leg.

"Leave me alone," she hissed, sinking down through the floor and out of site.

"How'd she do that?" Rex asked, blinking.

"Necrofriggian power....intangibility."

"Ah. Would have been helpful to know that sooner," he pointed out. Swampfire shrugged. "So how do we catch something we can't touch?"

"Not sure..." Swampfire snapped his fingers. "Vilgax was able to touch me while I was intangible once. If we could find some way to duplicate that...but I don't know how he did it..."

"Well," Rex snapped his goggles on, "I think I have an idea how we can pull this off...."

---------------------------------------------------------------

Katrina waited hours, after she figured the boys had certainly gone home, before slipping back up through the floor boards. She heard, rather than saw the chain hook - the very one she'd sent flying at Rex earlier - headed for her. Her natural instincts kicked in and she went intangible. The hook somehow jolted her with electricity, and she screamed as it still hooked her shirt. The tip of the hook scraped at her back, but it didn't draw blood. "H-How?" she stammered.

"A little nanite induced manipulation," Rex said, "Along with electrifying the hook. You pass right through material, but the electric current still passes through you."

"You think this one can be cured?" Ben asked. Rex shrugged and jumped down from the level where he'd been controlling the crane to the hook. When he reached Katrina, he extended his hand towards her until it was touching her arm.

To his relief, she seemed more than willing to allow his nanites to clear up her own. It took only a few seconds before her face returned to normal and the flesh on her hands went from black to a normal, healthy pink color. The air in the room was suddenly a bit warmer, though still frigid. Rex helped her down from the hook.

"Thanks," she said softly. "Do I ...the cops...I'm under arrest, aren't I?"

"You couldn't help it," Rex said sympathetically, "But there will be an inquiry. Don't worry, nothing will happen to you."

"We missed the fight," Bobo, Six, Gwen, and Kevin had arrived all at the same time. Bobo was the one complaining.

"Yeah, you did," Rex agreed, "Where were you guys, anyways?"

"Couldn't find anything and we ended up searching the basement," Gwen said, shaking her head. "Looks like you guys handled it pretty well on your own, though."

"Yeah, guess we did," Rex nodded. "...I did most of the work, though."

"Right, but I still provided the alien info to help you figure out how to stop her," Ben pointed out. "How about you, Six? What were you and Bobo looking at?"

"He got some strange alert from the Doc and he won't tell me what it was about," Bobo explained for him. Six raised an eyebrow at Bobo, and the monkey rolled his eyes. "What? Is that supposed to be a secret? Not like I can give anything away..."

"This mission's over," Six said crisply. "Katrina, you will need to come back with us to Providence."

She nodded and followed solemnly behind Six. Rex watched her go, wondering what kind of alert Six had received that he'd felt more important than the present mission. It certainly wasn't like Six to get distracted.

Rex had a sinking feeling in his stomach that something was headed their way, and that this wouldn't be nearly so easily solved as today's adventure had been.

--------------------------------------------------------------------

Van Kleiss's sanctuary was not normally the sort of place one broke into, much less the type any would choose to visit. But today's guest was no ordinary person, and he had business to attend to here.

"You can't be here!" Biowulf snarled, taking a running leap. He was clotheslined and tossed aside as though he were no threat. He got up and brushed himself off and took another flying leap at the intruder. This time he was caught by the leg and thrown down.

"Dog," the visitor growled, "You will show me to your master now."

"The only think you'll do today is die! Van Kleiss is not in the mood for company at the moment!" he clawed at the intruder's face, startling him and forcing him to drop Biowulf.

"Is that any way to treat a guest, Biowulf?" Van Kleiss's voice made him pause in his tracks. "Vilgax, I presume?"

"Van Kleiss," Vilgax returned the greeting. "Let's cut to the chase. I know you've been looking into information on Ben Tennyson. I've been looking into Providence's so called 'secret weapon'. We can help each other here."

"I've heard what happens to those who accept your help," Van Kleiss turned and took a few steps away from the alien, flowers blooming with each step he took.

"I just want information. Then I go after what I want and you go after what you want. None of those ridiculous team ups. They always end up in a double cross."

"True, true," Van Kleiss agreed. "Very well. If you will tell me all there is to know about Ben Ten, I'll return the favor."

"What do you want with Tennyson anyways?"

"Rumor has it that watch on his wrist is canceling out his nanites. If this were replicated there would be...serious consequences..."

"But you also want the ability for yourself to duplicate it..." Vilgax guessed.

"I have my own ways of dealing with EVOs I encounter," he smirked, "But I will admit that having the ability to deactivate their nanites if I so choose would be a valuable asset to have. Your interest in Rex?"

"I simply want that damn watch removed from Tennyson's arm. From what I understand he can talk to machines, manipulate them....if he can get the Ultimatrix off Tennyson, I'll be able to kill him once and for all."

Van Kleiss's smile grew, the wicked intent gleaming in his eyes. "If you'll come with me, I'll tell you all I know..."

[dragonelf]

Hooray for another awesome chapter! Van Kleiss and Vilgax would make a terrifying team, but I'm glad to see that both know a double cross will happen if they actually teamed up.

Great job on thinking up the tactic used to beat Katrina. It was a good use of Necrofriggian weakness.

[Phoenix_Wings]

Very nice chapter. Hmm, Van Kleiss AND Vigax? Now that would be scary...

[Lady Lasa]

Great chapter. Now I'm curious what Six was looking for. Also, I love the idea of Vilgax and Van Kleiss working on the same page. Two awesome villains being awesome. It seems logical that they both know that the other would double cross them in a heartbeat.

Loved it.