FlaraShadowora- Yeah, it was a whole big thing that made it take so long. Let's just say I had to replace a whole computer and one and a half internets before I could even start working on that chapter again. As for Sargon...... well, don't count him out just yet.

Forte Kamei- Glad ya like it, boss.

Just Janelle- Well, Ben's definitely good. For now, anyway......

Lisazure- Eh, it's not so big a mistake, since most fanfic writers are girls and all.

Blue Glass Rose- Glad you're making your way through and enjoying the story.

Chappa time.

Chapter Thirty-Seven: Incoming

Daverik was cut off as a massive beam of energy tore his ship in two.


"It's this way!" Gwen grabbed her cousin by the sleeve of his ratty jumpsuit, directing him through the twists and turns of Mertak. She spared a glance over her shoulder to make sure their aging grandfather was keeping up. He was red in the face and obviously winded, but he was still with them.

"How much farther?" Ben was throwing glances at Max as well, though his carried a certain degree of paranoia. "We can't keep avoiding the security teams forever, y'know!" Of course, they could probably fight through anything Mertak could throw at them, but it went without saying that the trio was terrified of what a battle might wake up.

"I…" Gwen came to a stop at an intersection of hallways, looking back and forth between the different paths. "I'm not sure……" She bit her lower lip.

"To the right!" Max caught up and overtook them, waving for them to follow him. "Your friends are this way!"

"Are you sure?" Ben asked suspiciously as the cousins followed the old man.

"I never visited the brig on my own," Max explained, slowing to run beside his grandchildren. "But, when I first came here, I was given the grand tour; I'm positive it's down this hall, down the hall to the left, and past a security checkpoint!" Whether or not he was correct quickly became a moot point, however, as they turned to the left hall only to find it a collapsed mess of metal, wires, and piping. The damage from the explosion had obviously not been repaired yet. Ben let out a low curse, surprising Max considerably. Apparently, Ben's time away had expanded his vocabulary.

"Is there another way we can get there?" the boy demanded. Max frowned, trying, and failing, to picture a route around the debris.

"I don-"

"There are two." A soft voice came from behind them, causing the trio to spin around.

"Takin!" The Tophgler stood before them meekly, thankfully without a contingent of security personnel.

"I-if we hurry," She shifted nervously from foot to foot, staring at the floor. "We can avoid the teams patrolling the route."

"What are you doing here?" Max took a cautious step forward, trying to glance around the corner behind the fish alien.

"I, ah, I'm not sure, really." The researcher confessed. "I know I was ordered to stay in my quarters, but I just felt……" She seemed to be at a loss for words.

"Called?" Gwen guessed, releasing the grip on Ben's shoulder that she hadn't realized she'd taken. Takin nodded.

"L-like I should be here." She shrugged. "I can't really explain it; I've never really felt anything like it."

"So that's why we ran right to them……." Gwen thought back to what she had yelled at Seven in that bizarre, stretched moment and shuddered. They'd been pulled along like marionettes on their strings.

"We need to get the others." Ben pushed his way past his cousin and grandfather, standing in front of Takin. "Show us the way."


Arlune giggled to herself as she spun around, years of mercenary work allowing, even in her inebriated state, each shot to accurately find its mark in one of the many ships that surrounded them. She couldn't believe how much fun this was! The bright colours, the whooshing explosions, Miskin watching expectantly; It was all so great!

In the back of her mind, something was nagging at her about her actions and what Miskin had said, but she couldn't bring herself to care. It had been so long since she'd played an actual game, even if logic and reasoning told her that her target/keeper wouldn't bring her all the way out here for something so frivolous, that she couldn't help but allow herself to become lost in just having fun as she continued to fire.


"Fire the forward thrusters!" Daverik yelled at the techs, not caring which one complied, only that it happened. "Get us out of here!" He hoped his half a ship would hold together well enough for them to retreat out of the effective range of the planetoid's defenses. "Get the fleet-wide online!"

"Got it, boss!" one of the techs called out a moment later. "Com open!"

"This is Daverik," the Combronite addressed his fleet, sparing a glance at the now cannon-covered planetoid. "All captains, report!"

"In'O and the Jotek here." The large-toothed alien answered first. "We've taken a glancing blow to our aft side, but we're still operational. Ten percent of our ships have been lost."

"Yarzak with Kine's Pride, sir!" A Binarai reported. "We're okay, almost all ships intact, but the Plymin has been destroyed, along with most of its unit."

"Enro with Maddos," An Increnoid began.

"And Jenro with the Saanli," His twin chimed in, before they both continued.

"Damage is within acceptable ranges, ships reduced to fifty percent."

"Does anyone have status on the Nova's Lance?" Daverik demanded when his last captain fail to report in.

"One of my lieutenants reports that it's been destroyed," In'O said after a moment. "But it loosed several escape pods; I'm instructing my personnel to pick them up. Most of its unit is still intact."

"Very well," Daverik nodded. "Everyone else, regroup at my position and maintain a safe distance at all times."

"Sir," Yarzak replied. "Why not attack? With a concentrated fire, we could-"

"No!" Daverik cut in. "We need the Repromag alive and undamaged; we can't risk it. Just regroup and await further orders. Daverik out." He motioned to the tech, who cut the com.

"What now, boss?" Klecks finally rose from his chair, releasing his death-grip on the armrests. "Should we try and sneak a team down there to grab 'em?"

"No," Daverik shook his head, collapsing back into his out chair. "With that defense, we can't touch Miskin." He thought for a moment. "However, that planetoid of his doesn't seem to have any propulsion system of it's own, meaning it can't change speed or heading."

"So that means…?"

"We can't touch him, but he can't escape us." Daverik frowned. "But, he's too smart for that……… He wants this. We're being led somewhere."

"A trap?"

"That seems likely." Daverik stood back up. "Chart out the planetoid's course and send some of the Plymin's remaining ships out to scout it." He started heading for the door. "Have the rest of them, along with those under Nova's Lance, merge with Enro and Jenro's units."

"Where you going, boss?"

"I need to think……."


"Hey, nice shooting there, kiddo." Miskin commented as the last of the ships blinked away. He hit another button on the pedestal, causing the walls, floor, and ceiling to reappear.

"Aww….." Arlune pouted. "C'mon, lemme have another go! I wanna beat the high-score!" She stared at the dogmatic alien's outstretched hand, clutching the gun tightly.

"Congratulations," Miskin deadpanned. "You've beaten it. Now give me the target acquisition device." Arlune stared at him blankly. "….. The gun, kiddo."

"What'll you give me for it?" She rocked back and forth, a teasing edge to her voice.

"Give it to me and I won't kill you, sound good?"

"Man, that's what you always give me." Arlune tossed the gun to him, ceasing her rocking.

"It's a gift for all occasions." The dogmatic Repromag responded flatly, placing the device back on the pedestal. "Besides, a job well done is its own reward, right?"

"I wish my jobs were like that." Arlune sighed. "Usually I gotta stake-out some stupid boring moon or tail a really boring political type or shoot some boring thugs or-"

"Yeah, I'm seeing the pattern." Kaizon cut in before she could get too carried away. "Well, aren't you lucky, then? Once you're accepted into my Lord's ranks, no more boring jobs!"

"Oh, yeah, no, I can't even wait." The tipsy mercenary nodded. "I am all about serving the mysterious third party whose only member I've met is flat out nuts." She stopped, breaking into giggles. "That came out so wrong."

"…..Yeah, sounded that way." Miskin shook his head, rolling his eyes and sliding up his mask. "I'll have you know I'm perfectly sane, thanks."

"Aw, come ooooooon," Arlune sauntered awkwardly over, tossing and arm around his shoulders. "You know I love you, man. Well, I mean, I don't love you love you. Though, you are kinda cute, in a science-y sorta way. And you're, like, really smart, so you got that going for you."

The elder Repromag let out a frustrated sigh, sliding his mask back down. "We are not having this conversation." He shrugged off her arm, turning to the wall as a panel opened to reveal another passageway. "Come on, let's get you to bed so you can sleep this off."

"Inviting me to bed? You haven't even bought me a drink yet, Kaizon!" Miskin groaned. This was going to be one long, long trip.


Distracting the guards at the checkpoint was a simple matter of Takin approaching and screaming she'd found the renegade projects, before pointing them down a random hall.

The fish alien quickly led the way through the cellblocks, intently keeping her focus ahead of her. She appeared to be cautiously checking ahead for more security, but it was obvious she was avoiding the very people she was leading. Gwen couldn't blame her. After all, the woman was practically betraying everything and everyone she'd ever known, including her creators. The only thing she wasn't betraying at this point was her own conscience, though Gwen was sure she was doubting that.

The redhead began to recognize more of their surroundings as they drew closer to where the others were being held. Her steps slowed slightly as the scene from the last time she'd been here came back to her. The alarms blaring, the smell of blood, Seven on the floor…….. Gwen swallowed nervously, looking away from the cells on either side of her and staring at the floor as she walked.

The other girl's death dominated her mind, blocking all thought with a building pressure comprised of an amalgamation of emotion, almost physical in its intensity. Like a thick fog, it pressed in around her, impenetrable and opaque, cutting off her senses. Terror pushed at the forefront of the emotions, screeching madly about the fate that she, that all of them, would surely share with Seven. It warned against returning to the place of death, lest death be found.

Sorrow wailed from just beyond terror, mourning a loss it hadn't had the chance to know, wishing the whole ordeal undone. It cried at the cruelty of Seven's makers and wept for the girl's sacrifice. For what they had become, for what they always had been, and for what they would become, it wept.

And churning behind the rest, whipping the fog into obfuscating tendrils and increasing the pressure behind her eyes, was the knowledge Seven had left her. This sacrifice was not the last that would be made and if Gwen could not find it within herself to kill, the whole universe would pay the price.

She looked ahead, to her cousin. He was different, had been different, for a while now. When they'd been running, Gwen had had no choice but to ignore Ben's altered state. Now, Seven's warnings had given her no choice but to face it. How much of the boy before her was Ben? How much The Wanderer? Did he know what infected his very being? Was he aware of it, resisting it?

Or was he already Him, wearing her cousin as a disguise?

Could she trust him?

Could she trust herself?

Could she even trust what Seven had told her?

"Gwen….." Ben was walking beside her now, though she hadn't noticed him slow down, wearing a sad, almost broken smile. All the sorrow, terror, and doubt Gwen felt was reflected in him, as though his smile was the only mechanism holding him together. She had no doubt he knew exactly what she was feeling.

Gwen shook her head sadly, returning his broken smile with her own.


"Penelope!" The brunette's head snapped up as Takin called her name. She quickly jumped to her feet as Ben and Gwen came into view and was out of the cell before the Tophgler even reached the bars.

"What the bloody 'ell took you lot so long?" She exclaimed, slipping the keycard she'd swiped earlier back into her pocket and tossing her arms around Gwen's shoulders. "I was gonna go flat out starkers waiting in that box, y'know!"

"We got a little sidetracked." Ben supplied quietly, a bit of a smirk on his lips. Pen let go of his cousin and slugged him in the arm. "Hey!"

"Brilliant idea, ya knob-head!" She barked, though her tone spoke of relief. "Let's go and 'and ourselves over to the aliens, that'll be just fine!" She let out a short laugh, giving him another, lighter bop. "Next time, we listen to me, got it?"

"Yeah." Ben nodded, all traces of humour gone from his face. "This was just stupid. I thought maybe we could talk with them and show them we're not evil or something….. I didn't think they'd be so ready to just….." He shook his head. "C'mon, we gotta get the others and find a way out of here."

"Roight." Pen took notice of Max. "Who's the old guy?" Max was old enough to no longer be bothered by being called old.

"Ah, this," Gwen waved a hand at the elderly plumber. "This is our Grandpa Max."

"The evil Grandpa Max?" Penelope blinked.

"We're thinking it was more not-evil-just-confused, actually." The redhead smiled nervously. "Long story."

"We can get into that later." Ben cut back in. "For now, let's find the others." He looked expectantly to Takin, who managed to not look too terrified.

"Y-yes." She nodded, pointing down the hall. "Project Six and Kevin should be in the last block, past another security checkpoint."

"What about the other one?" Ben asked. "The girl?" No one spoke for a moment. Gwen looked away, eyes filling with tears as Pen turned white as a sheet. Takin stared at the floor and even Max appeared uneasy.

"Ben…." Gwen spoke quietly, almost inaudibly. "Seven, she……"


"Where's our support?!" Private Persley backpedaled towards the end of the T-junction as quickly as his oceanic feet would allow, continually squeezing the trigger of his rifle. "We can't hold this thing back, Malk!"

"All the coms are dead!" A Gypin, Malk, shouted back, using all four arms to wield two enormous, bazooka-like cannons. "The alarms are out, too!"

"At this rate, we're going to- Ah!" Persley cried out in pain as a foot-long shard of crystal embedded itself into and through his shoulder, pinning him to the wall behind him. He hefted his rifle with one hand, resuming fire.

"I got you!" The Gypin dropped one of the cannons, using one hand to hold Persley still and another to pull the shard out. He tossed the crystal back down the hall, for all the good it would do. If lasers did little more than bounce off the abomination before them, a sharp rock wasn't going to help. ", we gotta move!" He left his discarded cannon, instead opting to pick up the Private as he turned the corner and sprinted away from the monster behind them.

"Grenade out!" Persley twisted around in Malk's grip, tossing the grenade over the giant's shoulder before Malk ducked into a small alcove. It detonated just as the creature rounded the corner of the hall, bathing it in an eruption of heat and light. It was silent for a moment as the hall remained obscured.

Then the monster began to laugh.


Someone had punched him in the stomach. At least, it felt like someone had. Ben couldn't breathe. He couldn't move. He felt sick and his heart was pounding so loudly he could hardly hear anything else. He felt like a piece of him had been ripped right off, leaving him incomplete. He couldn't understand why.

He barely knew the girl. They'd said maybe three words to each other. He didn't even know her name. Yet, his heart wanted to explode in his chest. Why did this hurt so much?

Ben didn't understand, but He did. He knew the girl better than her creators, better than Gwen, better than anyone. She was a part of Him and He a part of she.

And He had known her name: Sister.

Ben was at a complete loss. The being in his mind was wailing, screaming, and bellowing with rage. If that had been all, Ben would have not been so confused. Rage, hatred, and bloodlust had always been a part of EP-713. It was what was laced through the noise in his head that kept him still and unbreathing. Pain, loss, and mourning. EP-713 was grieving the girl's death.

Ben was on his knees, hands clapped over his ears. Gwen was kneeling next to him, with Pen mimicking their shared pose a few feet away. Takin was breathing in shallow gasps, tears of pain and fear trailing down her face as she lay collapsed on the ground. Max was kneeling in front of him, trying to discern what had happened to everyone else. His face showed fear and worry, but he was obviously not experiencing the effects of EP-713's breakdown.

Then, as quickly as it has began, it stopped.

"Ben…." Gwen breathed shakily. "W-what was that?" He opened his mouth to answer, but stopped short as something else lanced through his head.

It was foreign and familiar at the same time. It was powerful and dark. He turned and stared past his Penelope and Takin, down to where the hall split off in different directions. His ears picked up a sound he had before only heard come from himself.

It was a dark, sinister chuckle.

"So there you are." A massive, clawed hand reached around the corner, followed by a shape that could no longer be called even an abomination. "We've been looking for you, twerp."


Man, that Private Persley can't catch a break.

Catch ya next chapter.