Hello everyone! Generator Rex is one of my new favorite cartoons, so I just had to write something for it, and of course, when I become a fan of something, I end up sinking my claws into it and twisting it into some unholy messed-up story (I am deranged for a reason).

From what I've researched about the series, the nanite explosion happened five years before the first episode and if I recall correctly, there's been no mention of when Rex actually joined Providence, so with the use of my creative license and at the same time drawing a little bit of inspiration from the comic series this cartoon is based after (a comic series I've only read a synopsis about. Thank you Straya!), I've come up with this little (*snorts* 'little,' right) story that takes place after the explosion but before Rex joins Providence. (If I'm wrong about Rex joining Providence a few years after the explosion, then just suspend your disbelief. This fic is already AU anyway, so why not one more thing?)

Also, this fic will occasionally switch between POVs, but hopefully I'll write it in a way where you can tell.

So here we go, my dark Generator Rex story.

Disclaimer: I don't own Generator Rex. Don't sue me, I'm poor.


.

Epoch

The Day of the Explosion

He awoke to a world of chaos. Rough, wet concrete pressed against his cheek, biting into raw skin. Something warm and sticky ran down across his face, staining his vision red when he hazily blinked his eyes open. As his senses slowly returned to him, he soon became aware of the fact that he was lying on the ground and that all around him there was noise; deafening, frightening noise. People were screaming, alarms were ringing and animals of all sorts were voicing their protests.

Beyond the fear of the noise though was an even greater fear. It was a fear for the pain and discomfort he was in, fear for the confusion he felt. His whole body ached, especially his head; a feeling like fire ants crawling under his skin made him itch, and he couldn't remember...

He couldn't remember anything. Nothing about what had happened, nothing about where he was or even who he was. He couldn't remember his name, he couldn't remember how old he was (nine or ten, he was almost sure it was close to that). He couldn't remember what he even looked like.

Blinking the red from his eyes, he swiped a hand across his face to wipe the wetness away. A combination of the sight of red coating his hand along with the pain he felt from touching his scraped cheek made his breath hitch and tears well up in his eyes. An uncontrollable need to stay lying there and just start crying swelled up inside of him, but he squashed it to the side as best as he could. Whether he remembered anything about himself or not, some part of who he was still remained because at the thought of crying, his mind immediately protested that only babies cried and he was not a baby.

Sniffling a few times, he pulled himself up into a sitting position and took a look at his surroundings for the first time. He was sitting on wet concrete and there was a massive crystal blue pool before him. A spider web of cracks ran through the concrete directly beneath him, as if hit from an impact. Surrounding him and the pool was a tall, concrete wall lined with metal railings. Looking closely past the walls, he saw grass, trees and parts of some buildings. It was the ground, he realized, and if the ground was up, then that meant that he and the pool were down, in a lower level of some sort.

Stumbling to his feet, he crept towards the pool, but was careful to keep his distance since he couldn't remember if he could swim or not. The water was still enough where he could see his reflection. A young face stared back at him and although the color was off due to the blue of the pool, he could still tell that he had short dark hair and dark eyes. Tears wanted to start anew at the sight of his scraped-up cheek and the bloody bruise covering up much of his forehead, but he kept them back.

A splash from up ahead drew his attention away from his reflection. He hadn't realized that there was anyone or anything else around the pool, but sure enough, a dark shape was moving through the water towards him. It was definitely an animal, but he couldn't tell what kind. backing away from the pool, he decided now would be a good time to find a way out of this area.

Eyes darting all around him, he caught site of a door on the other side of the pool and bolted off towards it. He was almost to the door when a sleek grey shape dove out of the water and landed with a splash directly in his path. Quickly backpedaling, he slipped on the wet ground and landed just a few feet away from the animal. An earless, dog-like face stared at him with large black eyes.

'A seal,' he realized. 'I'm in a zoo?'

Not exactly looking vicious, yet at the same time not looking completely harmless, the seal waddled over to him, its flippers making wet slapping sounds against the ground. To an adult, it may not look like much, but to him, it was huge.

Throwing his hands up defensively, the boy shrank away from the seal and yelped, "Go away!"

Suddenly, glowing blue lines ran across his skin, from his forearms up to his fingertips. He sucked in a startled breath and the seal jerked away from him. Just as quickly as it was there, the glow faded, but the seal didn't seem to want to be taking any chances. Barking at him a few times, the seal turned and dove back into the pool. The boy neither noticed nor cared though. Everything else faded into the background as he focused on his hands; the screaming, the noise, the seal in the pool, none of it seemed to matter as much as the glowing that had appeared just moments before. Although he couldn't remember much, he knew that it wasn't normal for people to glow.

'What was that?' he wondered fearfully. 'Am I sick? Is there something wrong with me?'

Not even caring about the fearful tears that escaped this time, he scrambled to his feet and ran the rest of the way to the door. He didn't know what was going on, didn't know where he was going to go, but he did know that he wanted to get away from the pool, away from the chaos around him. His hands wrapped around the doorknob and struggled with it for a few moments before he realized that it was locked.

"No, no," he whispered, sniffling, then snapped. "Open! Come on, open up!"

He flinched when the blue glow returned for a second time, but the sound of the door unlocking drowned out most of his fear. He quickly swung the door open, expecting an adult to be standing on the other side of it, but there was no one, no one who could have unlocked the door. The blue glow faded away once more.

It didn't make sense. Nothing made sense. What had happened? What was going on? Why couldn't he remember? It was all too much to handle.

He ran. Finding his way out of the building from the seal enclosure, he raced through the zoo and hunted down an exit. There was pandemonium all around him. People and zoo animals were injured or disturbed; some laying twitching on the ground. Other people raced around screaming or calling out to someone they knew. A few machines he even passed by were sparking erratically. It was beyond frightening to wake up to a world in panic and not know what had happened, what had led to it. Whatever it was though, it had to have been big. Even after leaving the zoo far behind, he couldn't escape the bedlam going on around him.

So he just kept running.

.


.

Four Months Later

He still couldn't remember anything about himself, but he had pieced some things together as to what had happened that day he woke up in the seal enclosure that he was sure at this point he must have fallen into. By reading discarded newspapers and listening to people on the streets talk about it, he learned that there had been some sort of massive explosion. It was different from your usual fiery explosion, but the force of it still caused quite a bit of damage to the areas closest to it, the city he had been living around for the past four months being one of those places.

The other big thing that made this explosion different were the tiny little machines it had spread to everything around the world. People were calling them nanites and apparently they were in everything living and otherwise. People, animals, plants, and more. It all had nanites. The newspapers were telling everybody that there was nothing to fear with the nanites, that they had no effects on the things they inhabited and that life could continue on as normal, but the people he had heard talking were still skeptical and suspicious.

He himself knew that the nanites did something that not only caused him to sometimes glow blue, but he found that if he concentrated enough, he could affect objects around him. He could make the washer and dryer at the laundry mat work without having to put in quarters. He could get vending machines to give him food for free too. He could unlock doors to get inside closed businesses during the night when it was too cold to stay outside.

It was all very helpful for living on the street.

Days after waking up in the seal enclosure, when he had finally stopped running and calmed down enough to think clearly (as clearly as any nine or ten-year-old can), he realized that there was probably somebody looking for him. Parents or guardians of some sort, someone who could remember who he was. He thought about going to the police on more than one occasion, but whenever he seriously considered going, some part of him would glow blue and he would decide against it. It was clear to him that he wasn't normal and he was afraid of what they police might do to someone as not-normal as him.

As time stretched on, he met a few other kids who were living on the streets like him or had bad home-lives and they only further cemented his decision to not go to the police by telling him their own horror stories with dealing with them or the foster homes they would most likely send him to. Instead, he kept an eye on the newspapers (televisions too whenever he got the chance) and watched out for any missing persons notices they had. His face never came up though, and his dreams of someone randomly recognizing him on the streets never happened either. He could only guess that something happened to his parents or guardians, or that they simply didn't want him enough to look.

Instead, he quickly learned how to survive on the streets. A lot of it was due to trial and error and the rest of it he learned from the lessons the other homeless people, many of them older kids, taught him. They taught him about the soup kitchens, about taking from the Lost and Found of different stores, and all the shelters in the city you could stay at just as long as you didn't stay too many nights in a row or else the adults running the place would start to ask questions. As he was learning this all, he soon discovered his ability to manipulate machines, and began practicing said skill in secret.

Always in secret. He didn't even tell the other homeless kids what he could do. He was too afraid of how they and everyone else might react. The newspapers said the nanites weren't supposed to have any effect on anybody or anything and he didn't really want to know how people would react to living proof that that wasn't true (or worse yet, maybe it was true and he was just some sort of abnormal freak).

"Damn it!"

There were some instances though when he debated over whether or not to make an exception to his 'no telling' rule.

"I can't believe you locked the keys in!"

Now for example. One thing he found himself doing to pass the time was 'people watching', and for the past few minutes, he had watched this young couple race out of a store, clearly in a hurry (for some sort of important appointment, he was sure), only to be stopped short by the locked doors of their car, the keys to said car unfortunately inside the vehicle and out of their reach. For him, unlocking the door would be simple. He'd done it quite a few times when choosing to sleep inside a car rather than out on the street. It was something he barely even needed to concentrate on anymore.

"Just smash the window!" the girlfriend (or wife?) snapped.

Just as the man was getting ready to pull off his shoe to break in the window, the boy shouted, "Wait!"

The young couple froze, eyes snapping over to him.

Shrinking under their gaze, the boy said shyly, "I can unlock the door for you."

The man eyed him for a second, and a quick glance was exchanged between him and his girlfriend before he said hurriedly, "Well, what are you waiting for, kid? Come over here and help us out."

Already knowing that the couple was in a hurry, the boy raced across the street and stopped before the driver's side door. After a moment's hesitation and a quick glance up at the man, the boy reached out and pressed his fingers against the car's door. Blue lines of light flowed over his skin, even his sleeve and his fingerless gloves lit up. With a quiet click, all the doors unlocked and he pulled the driver's side door open for the man. Taking a few steps back, his gaze darted between the man and the woman, ready to bolt at any sign of a negative reaction.

Instead of fear or disgust at the sight of his abnormality, a grin spread across the man's face.

"That's a pretty neat trick you got there," the man said. "You got a place to stay for the night, kid? My girlfriend and I can cook you dinner too if you want."

It was a combination between the man's genuine acceptance of the boy's weirdness along with the offer of a home-cooked meal that over-rode any suspicion he might have normally had. Smiling himself, the boy asked, "You really mean it?"

"Sure, it's the least we can do," the woman said with her own kind smile as she opened up the passenger's side door and hopped inside.

"Hop in," the man said, gesturing to the backseat.

Climbing into the backseat at the same time the man sat down in the driver's seat, the boy buckled up just as the man pulled away from the curb with a screech. Speeding down the street and weaving in and out of traffic, the man continuously checked his mirrors (being an extra careful driver, the boy thought, since he was driving so fast).

"Just got to make one quick stop and drop the car off with a friend," the man explained. "Then we can head back home and make you a nice big dinner as thanks."

The boy smiled. The closest thing he'd ever had to a home-cooked meal was what they served at the soup kitchen, and he had a feeling that something made specially for only a few people was a whole lot better than something mass-produced for well over a hundred people.

"What's your name kid?" the woman asked.

Smile dropping, the boy answered quietly, "Oh, I don't have one."

A lot of the homeless kids he had come across had picked their own names, but he had never done so for himself in the hopes that he would remember his original name.

"Well that's not right," the man said. "A special boy like yourself deserves a name."

The boy shrugged helplessly, not really knowing what to say to that.

"I wouldn't feel right just calling you 'kid' all the time," the woman said. "How about, you come up with a name you like, at least just for us to use now, or we suggest some names and you can tell us if you like them?"

"You can suggest some names," the boy said shyly after a moment's pause. It would almost be like having parents come and find him and tell him what his name is.

The woman smiled at him, "Sounds good."

They drove in silence for a brief moment before the boy even thought to ask for the young couple's names.

"Matt Corridew," the man, Matt, said, "and this is my lovely girlfriend Kristen Weathers."

"Happily together for three years," Kristen said, throwing Matt an adoring look.

"Nice to meet you two," the boy said with a small smile.

.


.

One Month Later

His first home-cooked meal that he could actually remember having had been spaghetti and meatballs. It was the greatest, most-filling thing he'd ever tasted. He couldn't have possibly asked for more. He wouldn't ask for more, but Matt and Kristen didn't stop the giving there. They asked him to stay. Not just for that night, but for every night. They offered him a place to sleep on their couch, they offered him a roof over his head.

When he asked why, they told him they wouldn't feel right sending a ten-year-old boy out to live alone on the streets, that as adults, it was their responsibility to take care of him. Children should be children, and shouldn't have to worry about the responsibilities of adults, not yet at least. Despite the fact that he didn't like being called a child (He wasn't a baby!), the boy couldn't help but silently agree with them. He didn't like having to worry about getting food or finding a place to sleep for the night, and when he saw all the happy kids in the park with their parents, he'd felt envious. It was the sort of life he'd dream about, a life where someone would care for him and look out for him, especially during the times when he didn't know what to do in a situation. Matt and Kristen were offering him this life, or at least something like it.

So he stayed with them. They gave him a pillow and some blankets for the couch and every night he got to sleep in comfort and without fear. There was always food available and a few times a week, they cooked a nice filling dinner. The boy even got to help with the food preparations.

Matt and Kristen also bought him more clothes to wear. They were used and some of them didn't fit quite right, but he didn't care because they were clothes bought for him, not something he had to take from the Lost and Found of a store. Living this new life, the only thing he had to worry about was being a kid.

The young couple did everything for him, so it was only fair that he repaid their kindness, right?

"Are you sure about this?" the boy asked, uncertain.

"Sure I am, Ernie," Matt said as he knelt down next to the boy, a reassuring smile on his face.

"'Ernie'?" the boy questioned with a look of distaste.

"You don't like 'Ernie'?" Matt asked.

For the past month, Matt and Kristen had tossed out potential names for him left and right. So far though, the three agreed that none of the choices seemed to fit.

"Ernie's a stupid puppet's name," the boy replied, crossing his arms stubbornly.

"You don't like Sesame Street?" Matt asked with mock horror. "You wound me!"

The boy had learned quite a lot about the mannerisms of Matt and Kristen during his first month living with them. In the mornings, they were like zombies and would remain that way until they had a cup of coffee. The boy always made sure the coffee machine was running when they woke up. After coffee, they became happy cheerful people, always smiling at him, and during the day, they would take turns going to work while the other stayed home with him.

They also joked a lot and teased each other quite frequently. It was unnerving at first, seeing the young couple teasing or even full-out insulting each other while using a tone-of-voice that didn't match what they just said, but the boy soon learned how to tell when what was just said was in no way serious. He had just recently begun to warm up to Matt and Kristen enough to be able to joke and tease back.

Sighing, but still keeping a smile on his face, Matt rested a hand on the boy's shoulder and said, "Listen, kid, Kris' and I really didn't want to have to bother you with this. We didn't want you to worry, you know? Because there's nothing to worry about. However, Kris and I don't always make enough money, and we were just hoping you could help us out with that. Nobody will be hurt by us doing this. The bank will be refunded any money that is lost, and the money would be going to important things like keeping a roof over our head and food in the fridge."

The boy supposed it wasn't too different from all the times he made the laundry mat wash his clothes for free or when he got free food from the vending machines. Every theft he had been responsible for in the past had been for survival's sake. In fact, the very first thing he stole had been a first aid kit to tend to his cuts and bruises from his fall into the zoo's seal enclosure. This would be for survival's sake too, so there was really nothing wrong with it. Right?

"Okay, I'll do it," the boy finally agreed as he stepped up to the ATM machine.

"Attaboy," Matt said, patting him on the back. "Make sure you erase all nearby camera footage too."

"Kay," the boy said, nodding, before pressing both hands against the machine's side.

Glowing blue lines of light ran down his arms, spreading into the machine. The first thing he took out was every nearby camera, and he made sure to erase any footage the camera had of them being near the ATM machine. Once that was taken care of, he moved onto the machine itself. Within seconds of him concentrating, the machine began spitting out all the cash it had inside it. Matt made quick work of gathering it all inside the many deep pockets he had hidden inside his trench coat. When the machine was empty, the boy stepped away.

Smiling down at the boy, the inner pockets of his coat heavy with cash, Matt said, "Come on, the old hag's waiting for us in the car down the street. If we don't hurry up, she'll leave us here to rot."

"Maybe I should tell Kris' that you called her an old hag and she'll only leave you here to rot, but give me extra ice cream tonight," the boy said with a mischievous smile.

"You're diabolical!" Matt said with a horrified gasp. "You wouldn't sell out you best bud like that, would you?"

The boy could only keep a serious look on his face for a short moment before he began laughing at Matt's puppy-dog-eyed expression and said, "Nah. Then who would watch cartoons with me?"

Chuckling, Matt wiped the ATM of fingerprints before they began their trek down the street. For several minutes, they walked in a comfortable silence before Matt ruffled the boy's hair and said, "Good job, Rex."

The boy slowed his walk, watching as Matt leisurely walked on ahead before pausing and turning back to look down at him.

"'Rex'?" the boy asked curiously.

"Yeah, ya' know, the T-Rex is king of the dinosaurs and you're like, I dunno, king of the machines*" Matt said with a casual shrug. "Why, do you like it?"

"Yeah," the boy (Rex?) said, for some reason feeling dumbfounded. The name wasn't really a common one, not that he knew of, yet for some reason it just seemed... right. Almost familiar in a way he couldn't quite explain. "Yeah, I like it."

Matt smiled, "Then 'Rex' it is."

The name stuck, and from that moment on, he was always known as Rex.

.


.

Five Months Later

It seemed strange to Matt, the way things had developed. When he and Kristen had taken Rex in off the streets, it had simply been because they could use him for his abilities. Having had a long history with cons and theft, finding a little homeless child who could unlock a car door with one simple touch had been the greatest discovery they had ever made. It was a lucky one too considering they had just finished up a well-paying con and had been expecting to make a quick getaway before the cops came when they discovered that Matt had stupidly locked the keys in the car.

Although Rex had been a very quiet child when they met him, he was starved for attention and all it had taken was a little kindness to win him over. Noting Rex's hesitation when he first helped them unlock the car's doors, Matt and Kristen fully encouraged him to use his powers and in doing so, found out that the boy had other skills aside from unlocking doors. With a little bit of concentration and encouragement, Rex could control machines and make them do just about whatever he wanted them to do.

After taking a month to earn the boy's trust, they took him out and got him to rob an ATM. The whole thing had gone spectacularly with not a trace of evidence left behind, and as a bonus, they finally decided on 'Rex' as a permanent name. Soon after, they involved Rex in other thefts. It was never anything dangerous though, just jobs where they could discretely get the money and go. At the time, Matt had thought that was just because he and Kristen didn't want to risk injuring their perfect little robbery tool.

Now though, he wasn't so sure if that had been the case...

Matt picked a toy up off of the store shelf in front of him. It was an action figure of a character from one of the cartoons Rex loved to watch.

Matt wasn't quite sure when it had happened, but somewhere along the way, Rex had stopped being a tool for their admittedly shady trade and had turned into... their kid. Somehow, someway, the ten-year-old had wormed his way into their hearts.

"Do you think Rex would like this for Christmas?" Matt asked, turning to Kristen and holding up the toy for her to inspect.

"He'll love it," she stated simply after a moment of serious consideration. A malicious grin spread across her face as she continued, "It's nowhere near as cool as what I'm getting him though!"

"No way, what are you getting him?" Matt asked with a childishly stubborn look.

"Not gonna tell you!" Kristen sang as she danced away down the toy aisle.

"So that's how it's going to be? You sure you want to start this Kris'?" he shouted down the aisle, speed-walking after her. "I will out-gift you like nobody's business!"

He received only a mocking laugh in return.

.


.

One Year Later

They had been hearing about it in the news for the past few months now. The government had tried to cover it up at first, assuring everyone that everything was fine, but it was a bit hard to cover up something as big as this.

People's nanites were going active, and rather than assist the people they inhabited like Rex's did for him, they were rebelling, turning people into hideous, destructive monsters. The term EVO, or Exponentially Variegated Organism, was soon created for these unfortunate people and their as-of-yet incurable condition. Apparently it was happening to a lot of animals too, but at the moment, everyone's concern was for themselves. In Matt and Kristen's case, Rex could tell that their concern was for him. He's had active nanites for awhile now and they were worried about what effect it could have on him. Every single day, they would tell him to let them know if he was feeling even the slightest bit off.

Seeing the footage of the aftermath of one of these attacks, seeing snapshots of the monsters these people turned into, it was all so surreal to Rex, like it was some impossibility that couldn't happen to him. His nanites had been active for a long time now and they had never done anything like what the news was describing. If anything was going to happen to him, he was sure it would have happened by now. He wasn't worried.

He should have been though. Maybe if he had been worried from the start, he wouldn't have been so blindsided. Had he been expecting something bad to happen, maybe he could have prevented... this.

A disfigured hand pressed against his throat, stealing away his breath. Razor sharp claws well over a foot long were buried into the wall around his neck, effectively pinning him in place. Tear shamelessly spilled from his eyes as his fingers scrabbled at the large hand wrapped around his neck, feet kicking helplessly in the air.

He choked and gasped, and after several precious seconds of struggling, he finally managed to rasp, "Matt... please."

A long, narrow snout inched forward, sniffing at Rex curiously, before lips pulled back in a snarl, revealing needle-like teeth dripping with blood and saliva. Three pairs of narrow black eyes glared at him

"Matt..."

A second clawed hand, this one as stained by blood as the man's (the Evo's) teeth, rose up to Rex's face and trailed shallow cuts along his cheek.

"Please," Rex whispered again with the last of his breath. Black spots danced in his vision.

Matt's jaws snapped open in an ear-splitting roar before he tore his claws free from the wall and effortlessly tossed Rex across the room. Pain exploded across Rex's side as he hit the counter separating the kitchen and living room, flipping over it and landing with a thud on the other side-

-directly into a puddle of blood. Kristen's blood. Deep claw marks ran across her face and her forearms, matching the defensive wounds Rex had carved into his own arms. Her most serious wound though was a large bite mark that tore up her side. There was blood everywhere... and she was entirely too pale and still.

Body elongated, spine hunched up like a lowercase 'n', Matt slunk up over the separating counter on all fours. The many spikes jutting from his back quivered and rattled as he crept down into the kitchen after Rex. His long snout weaved back and forth as he sniffed the air, long strings of drool hanging from his open mouth. Two long muscular tails with spikes and webbing dragged against the floor behind him.

Hands sliding in the blood, Rex shakily pushed himself into a sitting position. Coughing and gasping as he regained his breath, Rex continued to plead with the Evo that Matt had become.

"She needs to get to a hospital, Matt."

He refused to believe that it was already too late.

"You gotta fight this. You gotta let us go."

Matt growled in protest at the suggestion and Rex was only able to get out a quick "Wait-" before the man slammed him up against a kitchen cabinet with enough force to splinter the cabinet door. White spots replaced whatever black spots had remained in his vision and before he could recover, needle-like teeth sunk into his left wrist and dragged him back into the living room, crying out from the pain.

"No, stop it, Matt! Stop!" Rex shouted repeatedly as the sharp teeth dug deeper and deeper into his wrist to the point where he was worried his hand might come off completely.

Reacting in the only way he could think of, Rex's free hand pulled back for a strike, fingers curling into a fist, and as he swung his hand forward, something shocking happened. Metal wrapped around his hand, seemingly coming from nowhere, and expanded to form a giant metal fist. Slamming the metal fist into Matt's side, Rex knocked the man away and across the room.

Rex stared down at the metal hand in horror, fearing that he was becoming an Evo like Matt too, an uncontrollable monster. Nothing happened though. Several tense seconds passed, yet the metal failed to grow and consume his body and mind the same way Matt's own nanites had. He flexed the large metal hand. He was fully in control.

An enraged snarl tore him from his thoughts and he looked up just in time to see Matt lunging toward him. He quickly raised the metal hand up, catching Matt before he could attack and holding him back. Sharp teeth angrily tore at his metal hand, but failed to do much damage. Running on instinct, Rex forced more metal down to one foot, forming a massive metal boot, and kicked Matt away.

Claws digging into the wood floor, Matt caught himself as he landed. Chest low to the ground, back arched up into a loop in the air, Matt swung out with the twin tails. Catching Rex in the side, Matt knocked him back into the kitchen, sending him sliding across the bloody kitchen tiles and directly into Kristen's path.

Covered in blood, both Kristen's and his own, Rex opened his eyes to find himself face-to-face with the woman. He could feel her now, feel the cold stillness of her body. There was no heartbeat, no breath of life left in her.

Inching away from her, Rex choked on his own breath.

Dead. She was dead. She was never coming back.

He backed directly into Matt's arm, not even realizing that the man had been coming up behind him. Looking up, Rex saw Matt hunched over him; long snout snarling, black eyes wide with rage and insanity. When the man struck this time, the metal in Rex's hand and foot easily crumbled under claws and teeth. Try as he might, Rex couldn't bring the metal back.

A massive clawed hand slammed Rex into the ground, slowly crushing him. Matt's jaws stretched open wide, his hot breath ghosting across Rex's face. One bite was all it would take to finish the boy off. Desperate, Rex wrapped shaky hands around the wrist of the hand pinning him and squeezed as tightly as he could. Nanites were just machines after all, and he could manipulate machines, so this shouldn't be any different, right?

Concentrating hard, Rex focused inwards to the inner-workings of the nanites the same way he'd focus on the inner-workings of any machine. He could almost sense them, the millions of tiny nanites quivering within Matt's being. There were the usual nanites, the ones that everyone and everything had, and then there were the corrupted ones that were the ones that had twisted Matt's body and mind into the Evo before him. Pulling at the corrupted nanites, Rex tried to see if he could remove them completely. He gasped as they suddenly sprung forward, as if magnetized to him. They traveled into him through his hands, latching onto his own nanites, but rather than be overpowered by the corruption, Rex could feel his nanites doing something to them, something that seemed to neutralize the corruption.

With a sickening noise of cracking bones and shifting muscles, Matt's body slowly morphed back to normal. When the transformation was complete, the man was panting heavily and he was staring down at Rex with a look of horror on his face.

"Oh god," Matt breathed, jerking his hand away from Rex as he scrambled back. "What- what have I done?"

The man's eyes traveled over to his long-time girlfriend and he choked out with a sob, "Oh god, Kris'."

Crawling across the floor, Matt stopped at her side and checked her for any signs of life, all the while sobbing," No, no, no. God, no. Kris'. Kristen, please wake up. Oh god, what have done?"

Sniffing tearfully, Rex sat up and crept over to Matt, trying to keep his own sobs at bay as he said, "S'okay Matt, you weren't yourself. You- you didn't know what you were doing."

So consumed with grief, Rex's words didn't register to the man. Trying to get Matt's attention, trying to break the man out of the daze he had fallen into, Rex rested his right hand on Matt's shoulder, his injured left curled up against his chest protectively.

Flinching away from Rex, Matt snapped, "No! Keep away from me, Rex. I'm dangerous, I could hurt you again."

Police sirens shrieked faintly in the distance. One of the neighbors must have called the cops. In an apartment with walls as thin as this one, it wasn't a stretch to say that someone had heard the screaming and the snarling.

"We gotta go, Matt," Rex whispered. "The cops are coming."

A hollow look passed over Matt's face as his eyes fell back down to Kristen. It was the look of a man who had given up.

"Get out of here, Rex," Matt said dully. "It's not safe for you here anymore."

"I'm not leaving here without you," Rex said adamantly.

Matt gave no response, just rose to his feet and walked zombie-like down the hallway and into the bedroom.

"Where are you going? We have to go!" Rex shouted after him. The sirens were getting closer and whether Matt was in his right mind or not when he had attacked, the police would still arrest him.

In the apartment's only bedroom, Rex heard a brief shuffling noise before all went quiet.

"Matt?" he called again, getting more and more nervous as the sirens grew louder.

A gunshot echoed out from the bedroom, sounding deafening in the night. Rex's heart dropped into his stomach as he raced down the hallway to where Matt had retreated. He was afraid to open the bedroom door, afraid to see what he could already guess had happened, but he needed to make sure there was a chance the man was okay. The bedroom door creaked open before him, and it was just as horrifying as he had guessed. Blood and brain matter painted one of the bedroom walls from a point-blank shot to the head. Matt lay still on the ground, his eyes wide open even in death.

Rex couldn't stay any longer. He had to get away before the police showed up. What if they blamed everything on him? For what seemed like the hundredth time in his short life, he ran, and by the time the police pulled up in front of the apartment, he was already a block away.

.


.

His gun drawn, Officer Daniels broke down the door to the apartment the disturbance had been coming from with two well-placed kicks. From the threshold of the apartment, he only needed to take one quick look before swearing colorfully and turning to his partner to say, "Get Providence on the phone quick."

.


.

Rex was standing before the fountain in the park, staring down at his reflection when he suddenly realized that he was still covered in blood. He felt disconnected from the world, like his mind was in a haze. He couldn't even remember walking to the park. He hardly even remembered running away from the apartment. He welcomed the haze though because he didn't want to remember. It was too much, too much to take in. He was only eleven after all, nearly twelve (he guessed. That was another thing he would never truly know).

'Forget. Forget it all,' he told his mind as he stepped into the fountain, fully clothed, and sat down. With dull eyes, he watched as the water carried the blood away. His arms ached too much from the cuts to make too much effort at cleaning himself off, his left wrist being the most painful thing of all.

Instead, Rex lay down in the shallow fountain so that only his face was above the water. He reveled in the feeling of numbness that the cold water caused as it washed the blood away. Raising his right hand, he feebly washed off the cuts on his face, but otherwise lay still in the water. After losing track of time and lying there for who knows how long, he sat up and examined himself. Satisfied that he was clean enough, Rex climbed out of the fountain and headed to the nearest convenience store/pharmacy.

.


.

Jen had seen a lot or strange people due to working the night shift in one of the city's few twenty-four-hour CVS's (most closed at Ten or Eleven at night), but this one was definitely going on her mental list of 'Weird Customers.' It was also going onto her much smaller list of 'Customers I'm Actually a Little Concerned About.'

The kid couldn't have been older than thirteen, and at nearly one in the morning, he had walked into the store by himself, completely soaked to the bone despite the fact that it wasn't raining out. Judging from his torn-up looking clothes, Jen guessed that there was a high chance he was a street kid, something that would explain what such a young child was doing out so late. Because of this, Jen decided to keep a close eye on him in the store just in case he tried to steal something. Whether she felt sympathetic for the child or not, nothing was going to get stolen on her watch.

She didn't even need to watch him very closely because the boy simply walked down into the first aid aisle and without trying to be discrete at all, he grabbed an armful of bandages and headed straight for the door.

"Hey!" she shouted, doing a clumsy attempt at a ninja-leap over the front counter that looked a whole lot cooler when she pictured it in her mind. Undeterred by making a fool of herself, Jen raced over to the kid and grabbed him by one shoulder, spinning him around in place and causing him to drop the goods.

The self-righteous rant she had building up on her tongue died instantly when she got a better look at the kid. A massive bruise stretched all the way around his neck, several shallow cuts raked across one of his cheeks, his left wrist looked mangled and chewed on, and she could see now that the tears in his sleeves, in the rest of his clothes, were stained with blood. Despite the pain he must have been in though, his eyes were oddly blank.

"Ah, kid," she sighed. "You should be going to a hospital, not trying to bandage those up yourself."

He gave no response, just stared up at her.

Not about to be put off by the silent treatment, Jen said, "Come on, bud, you can go sit down in the employees lounge and I'll call you an ambulance."

When she tried to lead him away though, he jerked away from her and snapped, "No, leave me alone!"

Then to her shock, glowing blue lines ran from his elbows down to his fingertips.

'Evo,' she thought, taking a few cautious steps back. The boy didn't turn into a monster though, and he didn't go on a rampage in the store. He just stood there, his stance stubborn and his eyes untrusting.

Frowning, Jen sighed again before gathering up the bandages and holding them out to the boy, "Here, just take them."

Stepping forward like a skittish deer, the boy snatched up the bandages before stepping back from her again.

"You sure you don't want me to call an ambulance?" she asked with a raised eyebrow. "Looks like some of that needs stitches."

The boy said nothing.

"Alright, fine," she consented, eyeing the supplies the boy had in his arms and knowing that it wouldn't be a permanent fix. Noticing something, she said, "Hey, wait, you didn't grab any antiseptic. Let me get you some."

When she came back from the first aid aisle though with the antiseptic in hand, the boy was already gone.

.


.

Five Days Later

The haze over Rex's mind had grown thicker as the days passed by, taking memories with it and making reality seem like a disjointed dream. He was hurting, he could feel the wounds hiding underneath the ratty bandages, but he couldn't remember what had happened that got him hurt in the first place. He could barely recall bandaging himself up. Rex could only guess that whatever it was was related to what he kept telling himself to forget.

'Forget. Forget it all.'

For days the words had echoed in his head like a broken record, over and over, to the point where he couldn't even remember why he was thinking them at all.

"Nothing left to forget," he mumbled out-loud to himself as he wandered down the street. "No reason to even keep thinking about it."

His one small comfort in this all was that it was at least fairly nice and warm out despite it being the beginning of winter. He was hungry though, hungry enough to keep something down for the day (for some reason, he had been throwing up for the past few days). Had his mind been clearer, he would have realized he could have just stolen some food from a vending machine or even some cash from an ATM, but the thought never occurred to him and he couldn't remember where the soup kitchens were either. Instead, he fell back to one of the things he had learned how to do when he was first living on the streets, and that was asking people for money.

'First, Pick out people who look like they have money.'

He had already managed to scrounge together some spare change from sympathetic passers-by, but he knew he'd need more if he wanted to get something that was more filling than a candy bar. Shifting the coins around in his pocket with his right hand (his left wasn't working as well as it could be), he saw his next target. The man was dressed in a green suit with sunglasses on even though it was a cloudy day and he had an air of importance around him. People in suits tended to have money to spare, and if the business man didn't want to give him anything, Rex was sure he could bug him enough into changing his mind.

"Excuse me, sir, could you spare some money for a sandwich?" Rex asked, tugging on the man's sleeve to get his attention. If the man was the type of person to get grossed out by a street kid touching his clothes, he might just pay Rex to leave.

"Beat it kid," the man said, waving Rex off without even looking at him. "Things are about to get messy here and you won't want to stick around for it."

Rex opened his mouth, about to say something else to plead his case, when the man pulled out what looked like a police radio and spoke into it.

"Agent Six here, what's its location?"

"Third on Broadway," a voice crackled over the radio. "It's coming your way."

Mouth snapping shut, Rex backed away from the man in the green suit. It figured that one of the people he asked for money worked for the authorities. What were he and the voice on the radio talking about though?

That's when Rex heard it, a pounding noise that was steadily growing louder. As his mind registered the noise, wondering how he had missed it before, he began to notice a few other things, like the fact that the streets were practically empty. Aside from the pounding noise, it seemed oddly quiet for the usual hustle and bustle of a city. It seemed that everybody but him knew to leave the streets and hide, and as a massive head peered around the corner of a building, Rex knew just why that was.

It was a monster.

'Evo,' his mind quietly supplied.

It was massive, bigger than any living thing he had ever seen. The six-legged creature lumbered down the city street, three gaping mouths fused onto one head with scaly bumps running all across its body.

Rex backed up into the wall of a building and slid down to the ground, his heart thudding in his chest. Phantom screams echoed in his head, sounding louder than the Evo's heavy steps, and he couldn't figure out why.

'Forget. Forget it all' the words repeated in his head hysterically.

'It's going to kill us' he thought to himself, but it wasn't a fearful thought, it was simply a realization. One of that Evo's hands could easily squash him and the man in the suit. Survival didn't look too likely.

The man in the green suit however, seemed to think otherwise, for he pulled out two katanas, the sharp blades glinted in the daylight, and charged at the Evo before them. Each of his attacks was quick and calculated, and he always hit his mark. Rex had never seen anything quite like it, not even on TV. Even when the man took a hit that had Rex wincing in sympathy, he always got up and got back to the fight.

'He might actually stop it,' Rex realized with awe, but then his thoughts turned dark, 'He might kill it.'

The thought wasn't a happy one, for within all those nanites, Rex knew there was a scared person, unable to control their actions. Killing that Evo would mean killing the person within. As Rex thought this, a fragment of a memory flitted back to him.

'I can stop this' he realized.

He could control the nanites the same way he could control machines, and not just the nanites in the infected Evo, but the nanites within himself too. He didn't know how he knew any of this, but he did, and at the moment, he wasn't about to question it.

As the man, Agent Six, swung in for another strike, the Evo opened its three mouths and shot out a blast of some sort of energy. The blast hit Agent Six dead-on and knocked him to the other side of the street.

'If I can change the person back, then they don't need to be killed,' Rex thought as he watched Agent Six struggle to get to his feet after that last hit. 'And while that Six guy is down, now's my best chance.'

.


.

"Note to self: Avoid blasts from its mouths," Six groaned out loud to himself as he sat up. "Shake it off, Six."

Gaze snapping back over to the Evo, his eyes widened beneath his sunglasses at the sight of a kid, the same street kid from before, he figured, running straight for the massive Evo.

"Wait, kid!" he shouted, mentally swearing at the boy's stupidity. 'What the hell does he think he's doing?'

Then to his great shock (the sign of which was only shown on his face by a single raised eyebrow), the kid raised his hands and morphed them into massive, orange-plated metal fists. Before the Evo, or even Six for that matter, knew what was happening, the kid had delivered several quick strikes that pushed the creature back.

'Another Evo,' Six thought as he watched the boy fight. 'But this one can control his nanites.'

Having worked for Providence for well over a year now, Six had never heard of such a thing. When he had been called to this city to help assist with a recent Evo outbreak, he never guessed that he'd find something like this. Amazement over the boy's ability aside, Six noted that the kid was no fighting genius, he was hardly even an amateur at it. The kid was staggering a lot, wasn't very quick on his feet at all, and he was favoring his left metal hand quite a bit.

He decided the boy could use some help. As he stood up to assist, readying his katanas, the boy knocked the Evo to the ground for the first time.

Then the boy did something even more amazing. Metal fists morphing back to normal, the boy pressed his hands against one of the Evo's nearby arms. Blue lines of light lit up on the Evo as well as on the boy's arms, and as the lines of light began traveling across the Evo's form and down into the boy's hands, the massive creature began shrinking until all that was left in it's place was a middle-aged man.

"He can change them back," Six realized, this time raising both eyebrows in both shock and disbelief. Pulling out his radio, he called up the agents nearby and said, "I need a pickup down on Spinster Street. Middle-aged man, blonde hair and nude. I'll explain later."

Shutting the radio off to prevent any interruptions, Six frowned as the boy turned and stumbled off down the street. Striding after the boy, Six caught up to him quick and called out to him, "Hey, kid."

As the boy stopped and slowly turned to face him, Six blinked at the sight of his condition. He'd been too distracted by the Evo to notice before, but the boy looked like death warmed over. A large bruise wrapped around his neck. A dirty bandage was clumsily taped over one cheek and he had even more dirty bandages wrapped around his hands and wrists, running up his arms and disappearing under his torn sleeves. Many of those bandages had been torn from when the boy morphed his hands into massive metal fists, revealing infected cuts and a rather serious looking wound stretching across his left wrist. The infection certainly explained the obvious fever that flushed the boy's face (the only color he had on his too pale skin).

Six could have easily called a Providence medical bus down to pick the boy up and take him away. Six could have easily dragged the boy back to Providence himself, but beneath those glazed eyes was obvious distrust and forcing the boy back to Providence like that wouldn't be helping anybody.

Putting his katanas away in a move that was too quick for the boy's eyes to follow, Six asked, "What's you name, kid?"

The distrust in the boy's eyes grew, but he answered none-the-less.

"Rex."

"Still want that sandwich, Rex?"

.


.

Six casually sipped at his coffee as he watched Rex shovel food into his mouth as if he were afraid someone might take it away. He had already voiced his opinion on how eating so much so quickly would probably make Rex sick, but had only received a glare in response and let the matter drop. He did wonder though when the last time was that Rex actually ate anything.

The waitress that walked over gave Rex a curious look before turning to Six and asking if he needed a refill on his coffee. Shaking his head and absentmindedly waving her away, Six kept his attention focused on Rex.

"Got any family I should call, Rex?" the agent asked.

Glazed eyes snapped up to Six as Rex paused in his eating. The distrust was still there, but it had faded a little bit since Six had said that he was paying for lunch and that Rex could order whatever he wanted.

"No," Rex said after a moment's pause. "I dunno. Don't remember."

"You don't remember if you have any family?" Six asked.

"Don't remember a lot," Rex confirmed before going back to his food.

'Interesting.'

Deciding not to press for more answers, at least not right now, Six pretended to be interested in only his coffee, but was in reality keeping a close eye on the boy sitting across the table from him. It was how he had noticed when Rex's eyes rolled back and was able to catch the boy when he slumped out of his chair. Laying the unconscious boy out on the floor, Six pulled out his radio.

"Oh god," the waitress said from behind him. "Should I call an ambulance?"

Flashing her his Providence badge, Six said, "Don't worry, I'm with Providence. I got it covered, ma'am."

Realizing what Providence was known for dealing with, the waitress eyed Rex warily before nodding and stepping back to let Six work.

Turning back to Rex, Six gingerly rested his fingers on the boy's bruised throat and counted his pulse. Switching the radio on, he said, "Six here. I need a medical pick-up back to Base. You're not going to believe this one."

Years later when Six would look back on this day, sometimes he'd wonder if Rex would have been better off if he'd just dropped the kid off at the nearest hospital and left him there.

.


End of this one-shot. Holy freakin' crap that was long! (and then having to edit it *cries*) So, yeah, I don't even know what to say after writing all of this. Hopefully Six was in-character and hopefully Rex seemed like he was starting to become the character he is in the show. Constructive criticism is accepted since I'll probably write for this fandom again. Seriously though guys, after taking the time to write this freakin long thing out, I'd greatly appreciate it if I could get some comments on it.

*That little thing about Rex's name (him being the king of machines like the T-Rex is king of the dinosaurs came from the comics (so says the synopsis. Thanks again to Straya!)

Also, if you're wondering why Rex woke up in a zoo when in the show it's said that he was at ground zero of the explosion, well that's just part of the mystery. Maybe I'll write a one-shot for before he woke up at the zoo, maybe not. *shrugs*

As of right now, I don't have any other ideas in mind for this particular one-shot, so at the moment, just consider this one complete. However, I'm leaving the status for the story as incomplete because I'll most likely write more one-shots for this fandom and post them here. I already have another idea for another one-shot in mind, I just don't have the time to work on it right now.

EDIT: If anyone has any suggestions for oneshots, I'd be happy to hear them!

So again, review please and tell me what you think! ^^