by lightning bird

A/N This was written for my dear friend the1hobbit, who decided that I was to be allowed to fulfill her whim and explore the fallout between Ben and Kevin mentioned in Haywire.

FusionFall and the related characters belong to Cartoon Network and their respective creators; Chip Morton was lovingly shanghaied from Irwin Allen's Voyage to the Bottom of the Sea.


First: Fallout


"Hey, Dex! What's up?"

"In a word, trouble."

Ben Tennyson grinned. "What else is new?"

A wry, understanding smile from the younger teen answered. Ben studied the flickering, 3-D image standing on the tabletop comm unit and felt a pang for his friend. Though the hologram was only a foot tall, Dexter still looked bone tired, which came as little surprise given the amount of work he'd been doing lately. Nothing would have pleased Ben more than to tell Dexter to take a month off – better still, swing by and distract him for a weekend – but they were in the middle of a war and rest was a luxury they could not always afford.

Still . . .

"I'm experiencing difficulty in making contact with the Plumbers," Dexter explained, lifting his hands in a frustrated motion. With Ben he tended to be more animated since he trusted his friend entirely and did not have to guard every word and gesture and expression he used. "The Netians were having difficulty with using the Null-Void weapons they were issued. Apparently their bodies have so much metal in them as to make them magnetic, and the fields they naturally generate interfere with the plasma chamber."

"I take it you solved their problem?"

"I believe so. It's a simple adjustment, but a knowledge of the weapons system is a must and time is of the essence. They're trying to retake a colony moon of theirs that was overrun by Fusions."

"Did you try Shaan?"

"He's off world, apparently. Plumbers' business. Normally I would go through him, but I don't know if he's aware of this issue or not. Colonel Dearing hasn't had any more luck than I have trying to reach him."

Ben folded his arms, thinking. "Let me see if I can snag Kevin or Gwen's Plumber's badge. That should put me in touch with the nearest Magister. I'll ask them to contact you or have Shaan call."

"Thank you."

"How are you doing?"

Dexter sighed, gesturing with both hands. "It's . . . been a long week."

"And it's only Wednesday. Hang in there, kiddo. I'll try to get back there this weekend."

The redhead visibly sparked at these words. "We won't be here, but that would be a welcome diversion, Mr. Tennyson."

Ben was fluent enough in Dexterese to translate his meaning: his family was going to Townsville for a few days and the boy genius was thrilled at the prospect of Ben's company. Even on secure channels, Dexter didn't dare reveal his movements. So important to the war against Fuse was he that his every movement was strictly regulated and guarded, but even the government and the Plumbers realized he needed a change of scene now and then. The Utoniums' house in Townsville was about the furthest he was allowed away from his corporate headquarters, and even then he wasn't allowed outside without his ultra super powered sisters to guard him (not that he wanted to go outside – Dexter had no great love for unfiltered air). Ben knew that his presence in Townsville would make everyone from Dexter to his security team to Professor Utonium to the Plumbers to himself happy, and he was already looking forward to the visit. Now that he'd said it, Ben promised himself he'd find some way to swing it. He needed a break from all the fighting and moving and field rations as well.

He nodded his understanding. "Okay. See ya then."

He thought little of it when he caught up with Gwen a bit later and asked to borrow her badge. Barely noticing the tiny frown his brief explanation produced on her features, Ben activated the badge she handed over, waiting close by as Ben established a comm link.

"This is Plumber Communications Station Zetak Minor," came a metallic voice. There was no visual image provided, so Ben had no idea of what species he might be addressing. It was a distinct disadvantage.

"Uh, hi, this is Ben Tennyson from earth. I'm trying to get in contact with Magister Prior Gilhil or General Neelandu Shaan."

"Licentiate Shaan?" the voice asked sternly.

Gwen's green eyes were wide with surprise at the tone. Ben was rather taken aback, but managed to say, "I suppose . . . if that's his Plumber title."

"The Licentiate and the Magister are extremely busy individuals."

"Yeah, I get that, but I have important information for them and -"

"You are not listed in our database as being in possession of a Plumber's badge."

"It's my cousin's. I work with-"

"Relay the information, Ben Tennyson, and I will attempt to contact the Magister."

He frowned. While he didn't expect the Plumbers to fawn all over him, this was a harsh and unexpected reaction. And that word attempt rubbed him the wrong way.

"Uh, no. I need to speak to them directly," he said firmly. "The information is time-sensitive and deals with the situation on Neti."

"Your lack of cooperation will be noted."

He didn't even try to hide his ire. "So will yours, pal. Tell Shaan that Dexter wants to talk to him." Cutting off the communication, he handed the badge back to his cousin. "What the heck was that all about?"

"Maybe he's having a bad day," Gwen suggested wryly as she slid the badge into her pocket.

"He was the one with the lack of cooperation skills." Ben shook his head. "Wonder why he was so keen on the fact that I haven't got a badge."

"You don't need one. Don't let him get to you." She smiled as an idea struck her. "Kevin and I are going to sneak away and go to the lake this weekend just to get away. Why don't you come along?"

The invitation was cheering, but he knew he'd just be a fifth wheel, especially in light of Kevin's growing impatience with him lately. Still, he was glad he didn't have to make excuses as he said, "I have plans for this weekend, but thanks. I have to go to Townsville."

"Townsville?" she asked, immediately intrigued. "Do you have a mission?"

"Uh, no. It'll be more like babysitting, actually."

"Babysitting? Do you know the first thing about taking care of children?"

He was eager to lighten his sour mood and he chuckled a bit. "It's only the one kid and I just have to keep him out of trouble."

"Uh-huh." She put her hands on her hips as she regarded him, wondering at his evasiveness. "Whose kid are you watching?"

"Professor Utonium's."

She made a face, catching on. "Dexter." By her tone it was clear that she did not think much of the owner of DexCorp International.

"He's the only one that needs watching," Ben replied, trying not to let her disapproval get to him. As far as he knew, the two had never met and he could not account for her attitude.

"What's wrong? You look annoyed."

"Ben, has it ever occurred to you that maybe Dexter's using you because of the Omnitrix?"

He stared at her, stung at the suggestion. "Has it occurred to you that he's my friend?"


Gwen realized what she had said and regretted the words and the way they made her sound: jealous, angry, resentful. Was she? Maybe a little. She did not understand what her cousin saw in the young billionaire genius and captain of industry, and it disturbed her to think of what Dexter might see in the likes of Ben Tennyson. Aside from an ongoing war and a shared interest in the Omnitrix, she could not imagine what the two teens had in common so much that they would be drawn together and she could not help but think that Dexter was taking advantage of Ben. From her point of view, Dexter was an arrogant, filthy rich brat, a genius polymath, and a hyperactive perfectionist without peer. Ben was middle class, an average student at best, and easygoing to a fault. They weren't even that close in age – Ben was three years older than Dexter, and one year to the next made a vast difference in teenagers.

"I'm allowed to have them, you know," he added a little bitterly.

She lowered her gaze, clasping her arms around her middle. "I didn't mean it like that."

She thought Dexter's birthday gift to Ben – a long weekend down south that included a car race, a day at a water park, a concert, movies, food, and very little sleep – had been excessive and little better than showing off. Was he trying to buy her cousin? She had never met Dexter, but Ben talked about him often. His stories didn't always paint a very nice picture in Gwen's opinion.

"So what did you mean?"

There was a definite challenge in Ben's voice, something that was rarely directed at her in such serious tones. Despite their habitual bickering, she knew her approval meant a lot to him, especially since Grandpa Max had been off world on Plumber business so much in recent years. Ben had always been resourceful, but since they had faced the HighBreed last year and now with the war against Planet Fusion, she had seen her cousin develop into an excellent frontline commander. He had a good grasp of strategy and could think on his feet and he was always at the forefront in battles. The soldiers in this war trusted him with good reason. Despite his skill at leading others, though, there was still an air of hope and innocence and vulnerability about Ben. She knew, because she had just wounded him when she only wanted to put him on his guard.

"It . . . it just seems that he only calls you when he wants something."

"He called for help. And is there something wrong with wanting company?" he replied. My company? his expression seemed to ask.

"Of course not." She wasn't expressing herself well. "It's just . . . Dexter calls at all hours and you just drop everything and go."

"Isn't that what we've been doing for years? Plumbers call, bad guys show up, stuff happens and off we go."

"Dexter's not a Plumber."

Ben gave her a hard look and ended the conversation. "No. They just wish he was."


He could not believe Gwen had actually spoken to him like that. That had not been part of their usual snippy back-and-forth they'd shared since they were little, and it hurt. Even if her intentions were good, she had meant every word. She didn't even know Dexter and she'd already condemned him even though it was unlike her to rush to judgment. Sure Dexter had his moments, but given his situation Ben could understand why at times he had to be ruthless or a tyrant to make a point or get things done. His position was not an easy one despite his intelligence and wealth. Gwen had no idea of the pressures and strain the kid was under on a daily basis. Ben knew, and so he didn't care when Dexter ranted or raged or clammed up and moped because he knew Dexter would endure the same treatment from him without complaint. It had taken a lot for them to get along, but Dexter was one of the best, truest friends Ben ever had.

He sat on a table at the Mr. Smoothy outside the Anytown Mall, sipping a turnip-wheatgrass smoothy, pondering his conversation with Gwen, and trying to get over his shock. It was a bright, late winter day and almost warm in the sun. Kevin was supposed to pick him up here in half an hour and they were going to join up with some KND operatives from Sector T to check out a rumored Infection over in Splitsville. It was so strange to look around the busy plaza and to think that two hours away from this spot they had fought and destroyed some Fusion monsters just last week. He supposed life went on for people not directly involved in beating back the invasion. He'd felt much the same when they had been fighting the HighBreed, only somehow this fight against Planet Fusion seemed bigger and more desperate. Perhaps because more people knew about it or more armed forces were involved.

Or perhaps it was because Ben had so many friends among the ranks that were so deeply embroiled in the conflict and who looked to him for leadership.

If the Fusion War had done nothing else, it had introduced Ben to an amazing array of people he never would have known otherwise: Samurai Jack, Number One, Juniper Lee, Mandy, the Powerpuff Girls, the list went on. Heck, he never even would have made friends with Dexter if Professor Utonium hadn't decided that Ben Tennyson was exactly what his lonely, sick, and depressed ward needed. Knowing the difficulties he'd faced in school with bullies and the responsibilities that came along with wearing the Omnitrix, why wasn't Gwen happy he had friends beyond their small circle?

In a rush of realization and emotion, Ben suddenly understood what the problem with his cousin was. He had friends beyond their small circle and somehow that didn't make her happy. He almost dropped his drink as he sat there in stunned amazement. Could that possibly be right?

It had taken him a bit of time and a lot of analysis to figure out that the person Dexter liked and looked up to was Ben Tennyson – not the wielder of the Omnitrix, not the grandson of Magister Tennyson, not the savior of the universe. There was no denying these aspects of Ben and his life were a source of fascination for Dexter (the Omnitrix in particular), but Ben could not help but believe that given the chance they would have been friends regardless. Wealth and genius and alien heritage and devices aside, he and Dexter appreciated one another for themselves and all the nerdishness that entailed. All that other stuff just made them more interesting, not more valuable.

The sensation of simply being liked for himself was, for Ben Tennyson, a new one, which was probably why it took him so long to figure it out. In school he hadn't had very many friends and usually the ones he had weren't very close. Exposure to Dexter and the Utoniums had shown him (as it had shown Dexter) the way friendship should and could be, just as the young soldiers in this war had shown him a deep and genuine respect.

These were all good things, and yet Gwen didn't seem to think so. He wanted to give her the benefit of the doubt. Perhaps his confidence (not so newfound by now) gave her cause to worry, but why would she worry now when she hadn't in the past? Gwen had the annoying habit of needing to be right, of usually being right, and of reminding him (and often Kevin as well) about his shortcomings. Lately she had been highly critical of him. He hadn't really noticed because he had become so used to it, but it was there and her unfounded attack on Dexter made him suddenly aware of how hurtful her conduct could be.

"Hey, Tennyson!"

He was already frowning when he looked to see Kevin pulling up in his sleek green car. The older teen caught the unmistakable expression on his face.

"What's eating you?"

"Thinking," he replied.

"Sure." Kevin smirked in amusement. "Well, cut it out before you hurt yourself. Come on."

A sigh escaped him as he slid off his perch on the table. Maybe Kevin would have some insight.


". . . and she acted as if Dexter only stayed my friend because he wants to get his hands on the Omnitrix."


"And what? She never met him and she jumps to conclusions about him."

"You know Gwen. When she thinks she's right, she usually is."

"What is that supposed to mean?"

"You don't think it's weird some super genius nerd with more money than god wants to hang with you all the time?"

"Well, you sure seem to think so."

"Uh-huh. I've looked into this Dexter kid. He's the scary kind of smart."

"I know. I got to fight his Fusion, remember?"

"Yeah, you told me a million times. Now a million and one. What I'm saying is this one kid's attracted as much attention to this dirt ball planet as any of us, maybe even more. He's an arms dealer."

"Thanks to the Plumbers, yeah. Big deal. You do the same thing."

"Not like he does. He goes in the front door, not the back. Why do you think the HighBreed invaded? It wasn't just for their brand of urban renewal and expanding their empire. They knew about Planet Fusion, they knew about Daving Su, and they wanted to get their mitts on your pal to get a leg up. Same with Fuse, I hear."

"Fuse just wants him dead."

"Huh. All these intergalactic bad guys gunning for him and you think he wouldn't want to get his hands on something as powerful as the Omnitrix? Come on, Tennyson, wake up."

"So what, you think Gwen is right? You think Dexter is just using me?"

"How would you explain it?"

"Uh, he's my friend."

"Keep tellin' yourself that."

"Just because he's rich and smart doesn't mean he doesn't need friends."

"So he picks the only person on earth with instant access to level ten alien tech. You sell yourself pretty cheap, Tennyson. If only I'd known."

"You're unbelievable."

"I'm just saying you're not using this friendship gig to its fullest potential."

"That's not the point of friendship, Kevin."

"It's not?"

"And you hang out with me . . . why?"

"Good question."

"You are such a jerk."

"Lighten up, Benjie. You know what Gwen can be like."

"Too well."

"Yeah. So what had Baby Utonium's knickers in a twist?"

"An adjustment for the Null-Voids given to the Netians. He was pretty anxious to get the word out."

"Have you heard back?"

"Not yet. Why?"

"Neti is a special case. There's lots of politicking involved, but basically the Plumbers are really eager to keep them safe and happy. Sort of like your boyfriend."

"I'll ignore that."

"Your call. The Netian system has got more mineral resources than most, and they provide the cores for the propulsion units of the Plumbers' deep-space fleet. So Dexter is probably just as anxious to protect his supply lines as his paying customers."

"And is there something wrong with that?"

"Not a thing."

"Is it possible he might want to, oh, I dunno, prevent as many deaths as possible?"

"Possible. Personally, I doubt he wants to lose any more paying customers."

"You would. I know Dexter. He'd be worried about the weapons working properly so the Netians are safe, not to make a profit."


"Whatever. Just do me a favor and stop talking about Dexter like he's done something wrong to you. You've got no idea what his life is like and how much he's sacrificed for this war we're in."

"Pfft. This war we're in thanks to him-"

"Thanks to the Plumbers. They're the ones that pushed him to make the Null-Voids in the first place."

"And I'm sure he fought them every inch of the way. Not. With the kind of money that he's made out of Fuse, he's probably looking for every way to drag out the fighting."

"You know, you couldn't be more wrong if you tried. Just do me a favor and drop it."

"I'll be happy to. Why don't you do me and Gwen a favor and just shut up about Dexter? As a matter of fact, just shut up, period. He's just about the only thing you can talk about anymore. You talk about him more than you talk about Julie. I'd actually rather hear you go back to your 'savior of the universe' egofest. Do you know how annoying it is listening to you gush over Dexter like he's the only one fighting in this war? Why don't you just marry the little dweeb and get it over with?"

"If you want to criticize me, fine, that's one thing. Leave my friends out of it."

"Or what?"


Or what?

He never answered. There was no point. He just turned and looked out the window of Kevin's car and watched the road pass. He was sick of arguing, sick of being criticized, sick of defending himself against people that were supposed to be his friends. It was that day, the culmination of months of putting up with Kevin's snide comments and cocky posturing that Ben gave up. Looking back, he realized their shift in attitude had started when he first befriended Dexter. His own attitude had been adjusted for him as association with the boy genius made him understand the enormity and strength of the enemy they were facing. There was no time for his old conceit and swagger (though his overconfidence lingered). Ben was part of the vanguard against Planet Fusion and that called for his absolute commitment.

Why his cousin and friend should feel so threatened because he had grown close to Dexter and his adopted family, Ben could not imagine. Was Gwen intimidated because Dexter was smarter than she was? He was smarter than everyone. It wasn't as if he could change what he was and he certainly didn't flaunt it in front of Ben. Was Kevin envious of Dexter's wealth? Ben knew perfectly well that Dexter had worked long and hard for what he had and he had seen the headaches that went along with owning and running so huge a company as DexCorp International. Were they threatened by someone new entering into the little team they'd formed? Ben had told them - repeatedly - of the events that had brought him and Dexter together. If the things they had shared couldn't bring two people close, Ben couldn't imagine what would.

If Kevin wanted him to stop talking, he'd do it. He just hoped that Kevin remembered he was the one who ordered Ben to shut up.