Okay, okay. Before I say anything here is my excuse: went to the Philippines, laptop went haywire, had to delete everything to get fix, was able to save a copy, writer's block, start of senior year of high school, and my lazy attitude. Now that is settled, I have some announcements:

Man of Action will be making a Ben10/GenRex xrossover in the future. Probably in November. For those who didn't know, it was stated in Comic Con. Now my story feels invalid. I feel depressed. But I will continue my story. I just is very long to update. Think of this as an AU of the crossover okay?

And if I hadn't already stated, Dwayne McDuffie had passed on in life. An icon has fallen. I also ask for a moment a silence for my best friend's dad's passing. Rest in Peace.

Now enjoy the story that I do not own the characters of.

Chapter 8: Anger Flares

Ben had tried all day to figure out Rex's problem. When they first met, the two of them really hit it off, but now, the guy just avoids him. When he tried asking him, Rex practically yelled at him. He had no idea what was his problem, but decided to let him cool off while he explores some more.

Providence didn't like the idea of him going off base; nor did they want him in the many rooms and halls of their facility, so with little choice, Ben hung out in Doctor Holiday's office. He made sure to keep out of her work and not to bother her so much, but an occasional question with the nanites would escape out of his mouth. She didn't really mind, but many questions came out of her mouth asking about the Ultimatrix or any other alien tech from his world. He wasn't Kevin or Cooper, so he doesn't know much on tech.

"And you say that Azumth was able to replicate and replace an entire human nervous system?" question Holiday as she wrote down something on her clipboard.

"Yeah, my grandpa was badly shocked and they needed to get him a new nervous system to keep him from dying," explained Ben as he lay on a clear table, his head hanging off its edge. Remembering what happened with his grandfather and Aggregor still unnerved him, but he was grateful that Grandpa Max is better now. He was even more grateful that the power hungry alien is now behind bars. "I don't know how he did it, but when I visited him, he was suspended in a test tube. Sorta like something you see in sci-fi movies."

"I would love to meet with him; maybe his race can help us with the nanites," Holiday responded as she turned her attention to the screens.

"Good luck trying. He doesn't allow me with some of the Ultimatrix functions," explained Ben as he sat upright. "He even has a habit of yelling on how 'foolish and careless' I can be with things."

"They should have been able to find you by now with you gone for so long," stated Holiday with a serious tone. It has been a week now, but the strange dimensional phenomenon has yet to appear again, meaning that his friends have still not found him. It was understandable that the actions that sent Ben here were purely accidental and may take time, but they could have found him by now with the level of technology they had. Ben only shrugged.

"I wouldn't worry. Professor Paradox could just find me if I don't need to be here."


"Time traveling professor who only appears if the universe is going to end; he usually comes to me."

"Okay," Holiday trailed back to her work. Silence fell against the two occupants of the room for a while. "Why aren't you with Rex?" she asked suddenly after some time. Ben only shrugged.

"Don't know. After we handled those last two EVOs, Rex suddenly went ballistic on me. I'm just giving him time to cool off."

"Really, what happened?" questioned the doctor; her worry for Rex showing in her eyes.

"I just helped Rex take out some EVOs, that's all." Holiday thought for a few moments, her project forgotten at the time.

"You should talk to him. Rex usually doesn't get mad at others for no reason. I'll handle Knight," she suggested to the green-eyed teen. Ben stared at her for only a moment before showing a small smile. He then jumped off the table and ran out a hallway.

"Thanks Doc; see ya later!"


Rex and Noah were just doing their usual thing: playing basketball with Rex obviously losing. But this time was different; and it wasn't hard for Noah to notice. Rex came here alone, and Ben was a cool person to hang out with; especially since they both can easily beat him in basketball. Rex himself was having trouble keeping up with him during the whole game. When that happens, it would mean that he's frustrated with something and coming to him to cool off. But Rex wouldn't explain, just saying that he wanted to play ball.

"Rex, you wanna quit now?" questioned his best friend after another failed attempt to shot an open basket. Rex groaned after he missed but still held himself strong.

"No, I can keep going," the EVO answered as he ran after the ball.

"Everything alright Rex? You seem off," Noah asked with his arms crossed.

"No, I'm bueno." Rex decided to take another shot at the basket. Noah didn't move from his spot and Rex missed the basket completely; the ball bouncing right behind the hoop. Noah just raised an eyebrow as his friend groaned over his bad luck.

"You're not very convincing."

"Seriously Noah I don't want to talk about this."

"Is it about Ben?" questioned his friend suddenly, going by a hunch. Rex just dropped the ball he was able to grab and turn to Noah with a look of surprise.

"We are not discussing this!"

"So it is about Ben," said Noah; ignoring Rex and his glare. "Did you two had a fight or something?"

"Noah, it's nothing don't worry," relented Rex as he tried to act nonchalant. "I don't see the big deal, I mean; everything has to be about Ben since he first came here. He's not all that."

"Dude, are you jealous?"


"You are, aren't you?"

"Dude!" exclaimed Rex with his friend's change in the conversation. "I am NOT jealous!"

"Come on, it's written all over your face."

"Can we NOT have this conversation?"

"Seriously though, is everything okay with you guys?"

"NOTHING IS WRONG!" Rex huffed. Noah shrank back at the angered looked of his friend huffing and panting from yelling. They stayed like that for quite a bit until Rex calmed down and looked at his friend straight at the eye. "I'm just tired of being second best now that he'd showed up."

Feeling a little more confidant, Noah approached him and said, "He's been doing this for years, right? Ben had experience with monsters or other crazy alien things in his world."

"Even Holiday started giving him check-ups; and he isn't even an EVO!"

"But that Ultiatrix or whatever is more advanced than anything on Earth. Holiday's probably just trying to see if it can help with the EVO problem."

"Yeah, I know. Just wish he could leave in the first freaking dimensional portal soon and never come back."

"Is that what you really think of me?" Both boys turned their attention to the green jacket wearing friend who held their basketball in his hands. "Sorry that me staying here is making you feel bad."

"Ben!" exclaimed Noah. "When'd you get here?"

"Just now," Ben approached the two boys, and Noah seems a bit put off that Ben is entirely calm about all this. Either he is really good at hiding his feelings or he has people in his world that shares Rex's thoughts. "Did I do anything to you or something, because you don't have to be such a jerk about it."

"Me the jerk? You're the guy who doesn't know when to mind his own business," Rex retorted as he faced off against the shape shifter. Not good.

"Sorry that me doing my job is making you act like a jerk," sarcastically stated Ben.

"Your job? You've only been here for a couple of days and already you think you're the big shot hero?"

"What about you? You're the guy who just accuses the person who saved your butt on more than one occasion!"

"You know what? I don't need this!" Rex shouted as he walked away. But Ben wasn't going to let Rex have the last word.

"I don't know who you think you are, but frankly, you should try to remember who you were when we met."

Rex stopped dead in his tracks. To Ben, that statement of his was just a harmless jibe off his 'friend'; but to Rex, it was an insult about him being an amnesiac. Rex hated being reminded that he doesn't know who he is, and now this guy has to come in and insult him about him. His anger boiled; he felt all self-control and sense leave him. On impulse alone, he activated one of his Smackhands and punched Ben til he hit through the nearby wired gate and dropped on the sidewalk.

"I had enough of you trying to show me up!" shouted Rex at his ex-friend. Noah and Ben looked at Rex shocked at his sudden change. After a few seconds, Ben narrowed his eyes and got back up.

"You think fighting me will solve anything? Because all you're getting is a serious world of pain!" Ben fought back as he revealed his Ultimatrix. Noah stared down at the two nervously, all thoughts of this settling down gone. How could it when an EVO super weapon and an alien shape-shifter from another dimension are about to battle it out in the suburbs.

"You're the one asking for it!" challenged Rex as he revealed his second Smackhand.

"Ben! Rex!" Noah broke off. "Now's not - "

But it was too late when a green light flash and a deep voice shouted: "RATH!"


"So tell me green man, just why are miles out here in the desert again?"


"Fer what?" demanded the EVO chimp as he jumped down the rock cliff he was on to a rock below so that he was eye level with Agent Six. Six just ignored him and stared off towards the distance with his binoculars. "Hey! I'm not joining in on the surveillance until I know what I should be looking fer!" Bobo yelled half heartily. In truth, he would rather stay back at HQ or try to laze around and not get sand in his suit again, but Mr. Sunshine here dragged him off for recon without telling him what he should be looking out for.

He was just silent, even more than he usually is. Bobo was seriously considering taking the man's jump jet and leaving out here in this overcooked sandbox when his next words quickly answered him.

"Hunter Cain."

"What? They let that ding-bat, EVO-phobic nutcase out of lockup?"

"No, he escaped."

"Ah, this is just great," the chimp sarcastically commented. Knowing humans, they are probably being fed with that rubbish 'EVOs are a disease and must be gone' speech by the wack-job and started following everything he says; just like a flock of sheep. "The kid ain't gonna like this."

"Just keep watch," the man ordered as he continually scanned the desert terrain. Silence fell upon the chimp and man as they scanned the sand and rock formations for any signs of a human roaming its horizons. Six knew that with Hunter Cain out there, Rex will be a target by not only him, but also the general worldwide public. He did not want Rex to go through that hardship again; being treated that he didn't belong, that he was something that should be destroyed.

Six also knows that he must keep his and Rex's relationship strictly professional. Getting attached to a 'weapon' isn't good when handling situations with EVOs. He knows that, but he was still a teenager and a human being. Besides, he was the reason Rex was in Providence in the first place.

"Hello! Earth to green bean!" Six stopped his train of thought to see what the monkey wanted.

"Found anything?"

"Yeah, more sand and a rock that looks like Roosevelt," sarcastically stated Bobo. Six just angrily glared at him. "I'm just wondering if you told the kid yet."

Six shook his head. "No. We have orders on not to tell Rex as long as there is a threat to him. For now, it's best that he is kept in the dark."

"You do realize that he ain't gonna be happy once he finds out?"

"Providence doesn't need any rash decisions from him now. For now, this is to keep him out of trouble."

After saying that, Six's com-link beeped rapidly. A message from Holiday sound at his ears; and she seems both worried and irritated at the same time. "Rex is in a fight. Get in there before it gets too far."

"An EVO?" questioned the agent as he and Bobo; who was glad to leave the oversized sand trap, to his jump jet.

"No," announced another voice on the line. It was Noah; he was frantic and sounded a bit out of breath. The connection signal showed that he was using his cell phone and was still in his neighborhood. "He and Ben are tearing down the whole block after trashing the basketball court."

"Explain." Six always believed that not everyone is who they say they are. That something so ordinary can be so dangerous to everyone. Ben being a prime example: he had access to technology far greater than theirs and came from some other world. Unknown factors continually surround him; and he has yet to see the motives and nature of this boy. For all he knows, Ben could be the biggest threat to their plane of existence.

"They sorta had an argument, and it just snowballed to a giant brawl from there."

"So much for keeping him out of trouble," commented the monkey as he hopped on the aircraft.


Rex was thrown into the wall hard; the force was enough to leave a good piece of the building missing and on the ground. Shaking his head, he readied his Smackhands once again, waiting for his opponent to come out of the corner of the building…

Or come crashing down to create a crater in the pavement. He took a glance at his foe. He can be best described as a humanoid tiger with a weightlifter's body mass. He had a single protruding, black claw on both his hands. His green eyes were narrowed as his face was made in a sort of permanent scowl. On his chest was the Ultimatrix symbol.


"Dude," huffed Rex as he regained his bearings. "It's still the middle of the day. Besides, I'm not backing down!"

Both boys were caught up in their anger and rage; all their rationalization and feelings of friendship were buried beneath their thoughts of beating the other up. Rex was known to have a temper in Providence with a stubborn streak to go by. Say one wrong thing to him or cross him in any way when he is in that mood, and you will get punched in the face with a dense metal alloy. It didn't help with the fact that he can create multiple weapons from his body.

As for the alien facing against him, Rath is well known in the galaxy back in Ben's dimension. His very species were labeled as the most temperamental, and the most dimwitted. That is also bad news for everyone once he transforms into Rath, even to Ben himself. He has no self-control, no judgment of the aftermath of his actions. He just handled problems with violent, raw emotions and his fists.

Now Providence's secret weapon and the wielder of the Ultimatrix are at a standoff. It is going to get a lot more hectic from there.

Rex made the first move. He rushed for to give Mr. Pussy Cat a good punch with his oversized fist. Rath just stood his ground; crouching down and grabbing a hold of the teen as they connect. Rath sunk into the cement road a couple of feet, but that did not deter him. Using his strength, the alien lifted Rex into the air and straight to an office building. Rex just deactivated his Smackhands and quickly shifted his nanites to form his Boogie Pack, allowing him to stop himself from crashing face first into a window. Now hovering above his foe, Rex landed a ways off the street and used his secondary function of the jet pack. With a click of his mind, the pack shifted gears and straighten towards Ben. With another thought, Rex launched the missile grapplers off the pack. Rath couldn't move; he was in too deep in the cement, and was knocked back a couple of feet.


"Que? I don't even know what you just said!" bellowed Rex as he decided to use his Punk Busters to kick the loud mouth. Rath just launched at him without getting hit with the teen's oversized foot. "Hey! Paws off!"

"NOT IN THIS LIFETIME JUNIOR!" roared Rath as he held Rex in a headlock. The EVO teen retaliated by using his Smackhands once again and threw off the mammoth sized house cat. He then proceeded to tackle him to another area of their battlefield.

Nearby, Noah cautiously followed the two fighting friends. He did not want to end up their next punching bag. Considering the damage they are already doing to the place, they are going to have to find a new place to hang. 'That is if this whole thing blows over.'

"Why don't you just get out of my way?"


"Enough with all that!"

Noah can only sigh. 'Looks like things will only get worse before they can get better.'

The blond teen had called Dr. Holiday to get some back-up because a normal human like him has no chance against two super powered teens with hot-tempered anger. He didn't understand how things turn out so bad. Before, Ben was their friend; and now, Rex treated him like enemy number one! That just showed Rex had some rivalry issues when it comes to be the big hero. He had just hoped that someone could break them up, but Six is still in the middle of the desert doing who knows what and the nearest Providence team is at their headquarters that might not get here if things get really hairy.


Noah once again focused on their fight. Right now, Rex decided that the nearby lamppost would be a good weapon. It didn't really look like it was doing much damage to the alien tiger beast, but it repeatedly groaned out in a bit of pain. Having enough whacking, Rath grabbed a hold on the blunt weapon and toss it and its handler to the closest structure: a tree. Rex just stood up unsteadily and started to use his BFS's buzz saw mode. He was able to cut the tree down before he ran off after the tiger. Rath just picked up the nearest post box and threw to him, who only just used the saw to tear it in two before it reached his face.

"Come on, come on!" panted Noah as he watched near the alleyway's opening. "Just when are they getting here?"

"Eat this!" exclaimed Rex as he swung the buzz saw at Rath's head. Surprisingly, Rath did just that: catching the spinning blade with his teeth. With a chomp, he broke the metal blade into pieces, leaving Rex to back up a few steps and clutch his hand. "Ugh, I didn't mean literally!"

"TOUGH BREAK!" yelled Rath as he swung a punch at Rex. The teen literally flew a long distance off the horizon with Rath jumping to catch up; leaving Noah to grudgingly follow after them.

Rex landed on the grounds of the park, creating a crater of earth as his landing spot and managing to scare a bunch of kids and people. He soon felt a quake and soon saw the hulking tiger alien at the gates.

"SO ARE WE GONNA SIT HERE ALL DAY OR YOU'RE READY FOR ROUND TWO?" questioned the transformed Ben as he cracked his neck.

"I think you already know," stated Rex as he got up and decided to use his Rex Ride. Activating the battering ram feature, he rushed to the alien. Having no time for a counterattack, Rath was run down and being carried off to the edge of town before Rex stopped suddenly; leaving the alien to continue moving forward before he hit ground, face first. At first Rath just laid there, unmoving. Rex deactivated his hover bike and just stood there, watching him make a move.


"Enough with the stupid insults!" yelled Rex. "I'm sick and tired of you taking over my job as the main hero here! I don't need you telling me that I need to hit the road!"


Rex was utterly confused with that last one until an idea hit him. "Ohh, so Mr. ET Hero is sick of being the 'oh mighty superhero of the world'? Well just boo who. Let me be the shoulder you can cry on," mocked Rex, pretending to cry. That got things going; Rath was going nuclear in anger.

"DAT'S IT TINY MAN! I JUS' HAD ENOUGH OF YER BIG, UGLY MOUTH!" he bellowed as he rushed forward with his single claw in his fist.

"Like you're one to talk!" retorted Rex as he activated his Smackhands and proceeded to do the same. Rex got the first couple of hits before Rath manage to grab a hold of his head and preceded to slam Rex into the ground numerous times before tossing him a couple of feet into a rock formation. That really hurt. Shaking off his headache, Rex then shifted his Whip Arm and wrap the tentacle around the giant tiger. He then followed up with an electrical surge overtaking the metal in whip. Too bad for Rex that it didn't do much but gave the alien a twitch here or there.

Rath then used his strength to break free of the bindings; shattering it like it was nothing. He suddenly grabbed the broken appendage that was still attached to Rex, deciding to spin him around and sometimes drag him on the dirt before pulling him straight to the tiger alien himself. Rex barely had enough time to regain his bearings before Rath knocked him out with a punch to the face and causing him to land ten feet in front of him before losing consciousness.

Rath panted and huffed before making his way back to the EVO kid. He fought tough opponents, but Rex is definitely one of the strongest of the bunch. Not many aliens or demented bad guys had ever lasted as long as their battle had. In fact, he seemed like the only human that wasn't afraid to face him. Walking up to him, Rath's usual scowl of rage was softened that he almost looked guilty. It was at that moment that the Ultimatrix powered down, leaving a human with a horrified face of guilt and shock. His head now cleared, Ben could only stare at the unconscious form of Rex; just realizing what he had done.

He didn't have much time to think what to do as he caught the sound of he thinks were Providence jets. He was right on the money; because right at that moment, a few dozen of them were coming his way. His instincts kicked in and Ben fearfully ran out of there, careful not to be seen and blending to the world of the city landscape. Running was all that he was doing, but blame filling his head with regrets.


On another part of town, where it was abandoned and rundown because of their accursed monsters they call EVOs, a small army gathers for the war against the disease; and the department that lets one sick creature among them.


A burly man with several scars paused polishing his new gun and looked up to one of his subordinates.

"We got word dat Providence's filthy EVO pet gat ruffed up in a' EVO fight," he explained with respect to the man. "Shall ye' head in to git rid of the disease before he infects somebody else?"

The leader just smirked, ready to take justice after that filthy runt placed him in confinement. "I want everyone to be armed and set. We move out to free everyone of the disease Providence gives us in three hours."

The entire army cheered in anticipation for the return of their leader on the EVO problem: Hunter Cain.

I was a little worried for the Rath bit. I know people love his violent tendencies and I wanted to make it just the taunts that no one gets. And for those how wonder why I made Ben and Rex enemies, have an extreme amount of patience okay. Good friendships tend to start sour. I took me a long while on how to get them fighting.

So if there isn't anyone going to assainate me for being a bad writer with horrible update schedule, please review and tell what you think. For now, I hope you enjoyed today's chapter. Late!