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Generator Rex Ben Tenzon full color commission requested by @mschupacabra
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Anya is live and ready to show you everything. Watch her strip, dance, and perform exclusive shows just for you. Interact in real-time and make your fantasies come true.
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On this day 16 years ago both Ben 10 Ultimate Alien & Generator Rex premiered on Cartoon Network. Happy anniversary to both shows, also HAPPY 31ST BIRTHDAY to the King of the Machines and Master of Nanites, Rex Salazar!
The character of the yellow sweater is actually me (Angel DMM) If I was a cartoon character in the Ben 10 & Generator Rex universe. Itâs my birthday today, and thatâs me meeting Upgrade suit Adult Rex Salazar. Also Ben 10,000 & Adult Rex Salazar wish me a happy birthday!
Upgrade suit Rex Salazar meets Kevin Levin and Noah Nixon!
Is this meme dead yet đȘ±

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An Archive of Our Own, a project of the Organization for Transformative Works
Rex tells Noah that he has a long distance second boyfriend.
Pairing: Noah Nixon/Rex Salazar, Referenced Rex Salazar/Ben Tennyson
Words: 2,805
Read on AO3 or below the cut.
Noah is surprised with himself that he isnât as nervous about this as he had expected. He isnât sure if itâs because heâs not the one initiating or if itâs because itâs Rex. Probably both. But Rex had called and asked to shoot hoops at the usual spot and maybe talk some stuff out so Noah of course said yes. Any excuse to completely demolish Rex at basketball is reason enough to meet. Though, Rex did sound a bit nervous over the phone so maybe Noah should have expected the âtalk about some stuffâ part to be heavier in nature.
Rex arrives around the time he said he would with a smile on his face but Noah immediately notices that heâs picking at the seams of his gloves. Heâs restless. Not the bored restlessness that Noah is accustomed to with leg bouncing and over-exaggerated gestures but a more anxious restlessness. Despite it not being his job anymore, Noah canât really help but pin Rexâs behavior as something to smooth over. Heâs not contractually obligated to distract and placate Rexâs ârebellious outburstsâ anymore but as his friend, he hates seeing him upset. Noah raises a brow at Rexâs behavior and figures heâd broach the topic first.
âWe can skip the hoops and just chat now if you want?â Noah asks, putting the metaphorical ball in Rexâs metaphorical court. Rexâs smile drops and he blinks like he wasnât expecting Noah to offer before smiling again, though a little sheepishly. Noah immediately clocks it as Rexâs âIâm feeling guilty for burdening you with my problemsâ look so Noah puts his hand on Rexâs shoulder to reassure him. Itâs still surprisingly easy to comfort Rex with gentle touches and general compassion but Noah blames it on Providence isolating him so severely that most human contact is a relief. Noah leads Rex over to the bench where they sit down, the basketball tucked underneath for later, and Rex is immediately bouncing his leg and messing with his gloves again. âAre you okay? Youâre not breaking up with me, are you?â Noah jokes with a laugh.
âNo!â Rex cries out in alarm at such a volume it makes Noah flinch back. Rex then reels back himself like he didnât expect to have that loud of an outburst. âSorry, no, but it is about boyfriend stuff,â Rex amends, speaking at his usual volume. He closes his eyes, takes a breath, and opens his eyes again. Noah patiently lets him gather his thoughts but he keeps his gaze on Rexâs face to show heâs ready to listen whenever Rex begins.
âSooo, yâknow how I told you it was okay that you didnât have to break up with Claire if you wanted to say yes to dating me?â Rex begins, steepling his hands.
âYeah, I thought it was a little weird but it made it easier for me to talk to Claire about it,â Noah acknowledges. âShe totally got it though and is still fine with it, by the way.â He nods for Rex to continue.
âWell, I havenât been entirely honest with you,â Rex says, moving one of his hands to his lap and the other to rub the back of his neck. Before Noah can ask, Rex keeps talking. âI kinda have a second, secret long distance boyfriend that Iâve been talking to.â He closes his eyes and braces himself behind the arm thatâs already up. It doesnât really sit right with Noah that heâs reacting like Noah will strike him. Rex knows that Noah is far from physically confrontational. Noah is a coward for the most part. He tries not to dwell on it since this likely has nothing to do with him at all. The way Rex reacts to most things has been many a discussion between him and Claire. Noah keeps calm and keeps his expression neutral but he doesnât keep quiet.
âHow long have you been talking to this person? And how long distance are we talking about?â Noah asks casually. Rex opens his eyes and uncurls from himself now that heâs sure Noah wonât lash out. He lowers his hand to join the other on his lap and looks at them with a soft smile on his face.
âAlmost a year now. And uh...long distance as in another universe,â Rex replies, facing Noah with a nervous grin.
âAnother universe?â Noah parrots incredulously. Rex nods.
âYeah. Heâs a guy that kinda helped out during a nanite catastrophe that started because another one of my brotherâs sentient AI decided to wipe humanity from the planet. Turns out CĂ©sar had sent his AI to Benâs universe and in coming back here, unintentionally dragged Ben with him,â Rex explains. âHis name is Ben Tennyson, and heâs his universeâs hero. He has a crazy watch that lets him turn into aliens. Before he went back to his universe, we exchanged numbers and I guess his friend Kevin worked on his phone so he can send inter-dimensional texts.â
Noahâs mind is already spinning because this sounds like something straight out of a science fiction television show. Aliens were real in another universe? And this presumably human guy can turn into them? Noah runs his hand through his hair. âThatâs...a lot to take in. The aliens and alternate dimensions stuff, not the fact you have a long distance boyfriend,â Noah admits. âIâm cool with that by the way. Now it makes sense why you said it was okay that I was still dating Claire,â Noah assures with a smile. Rex returns the smile and straightens his posture.
âAwesome! Yeah, Benâs love life is crazy complicated so you dating Claire too is easy,â Rex explains.
âWhoa whoa whoa, back up a sec. How many people is he seeing?â Noah asks, eyes wide. Rex looks up and away from Noah and puts a hand on his chin as ponders this.
âTechnically heâs currently dating a girl named Kai but he also has a long distance alien boyfriend he calls Reiny. Oh, and he has his work partner but also life partner Rook,â Rex lists off with his fingers before turning his attention back to Noah.
âIs he only dating guys whose names start with R?â Noah asks absently. Rex blinks and he snickers.
âYâknow what, I never thought about that,â Rex laughs. âGuess he is! Iâm gonna ask him that later.â
âDonât you feel jealous? But also, isnât that kind of greedy to be dating that many people?â Noah asks, his brows furrowing. Now heâs kinda glad that Rex started dating him too. It seems like this Ben guy has his attention split in so many directions that Rex might not even get any of it.
âI donât really get jealous. I get sad sometimes that Iâm so far away and heâs with Rook all the time but Iâve talked to Reiny about it,â Rex shrugs. âHe got so mad when I called him Reiny the first time but I canât begin to remember his actual name so I get why Ben calls him Reiny.â
âYouâve talked to Benâs other long distance boyfriend?â Noah gawks.
âYeah, heâs kinda hard to understand. That and he doesnât quite get human emotions and culture yet,â Rex replies with another shrug. âWe bonded over that but at least I live with humans all the time. He just has others of his kind around him.â Right, long distance alien boyfriend.
Noah canât help a sour expression settling itself on his face. It took Rexâs help to start dating Claire and now he has to hear about Rexâs other boyfriendâs partners. With so many, it sounds like he makes dating easy. Like Noahâs personal struggles are diminished because heâs not Ben. Rexâs brows are furrowed now and he looks worried.
âNoah? Whatâs wrong?â Rex asks cautiously.
âI donât know what you see in me if youâre with a guy who has so many partners,â Noah admits as he averts his eyes. From his peripheral vision, Rex looks taken aback. He leans forward and takes Noahâs hands in his. Noah turns his gaze to Rexâs.
âNoah, youâre the one who taught me how to be human. Youâre the one who showed me what love looks like. You explained to me that what I was feeling for you was love,â Rex explains. Itâs probably the most heartfelt and sincere Rex has sounded since he asked to be Noahâs boyfriend. Noah feels slightly comforted by that but something wretched and dark bubbles in his chest that he canât hold in any longer. He pulls his hands out of Rexâs and folds his arms, bodily turning away from Rexâs doe eyes.
âI was only around because White hired me. You wouldnât have fallen in love with me if I wasnât hired to babysit you,â Noah spits. âIt feels like you were forced to fall in love with me. Like I gave you Stockholm Syndrome or something.â He hears the bench squeak and a rustle of fabric so he assumes Rex flinched back. Rex gives a small little gasp and emotionally it feels like Noah may as well have struck him. He almost wants to take back what he said. He knows heâs lashing out at Rex for his own feelings of inadequacy but he canât help it.
âOh, well, now that you say it like thatâŠâ Rex says weakly. âWhat does it say about me that I fall in love with anyone who treats me like Iâm human?â Rex laments with a wet laugh. Noahâs eyes widen and he turns to face Rex. Heâs staring at his own hands, aglow with the blue circuitry that is associated with nanite communication. His brown eyes are shiny with unshed tears and his throat keeps clenching like heâs physically swallowing back his emotions. When Rex puts it like that, Noah feels bad for yelling. Because how many people actually treat Rex like a human teenager and not an EVO? He can count the number of people on his hands that donât act like Rex is a monster or a freak like the EVOs he fights. Noah unfolds his arms and exhales quietly. He knows heâs being unfair to Rex and that heâs just jealous of his long-distance boyfriend for making relationship stuff sound easy. He takes Rexâs hands hand in his, mirroring Rexâs gesture from earlier.
âIâm sorry, I shouldnât have yelled at you,â Noah starts. He sighs. âIâm just jealous of your other boyfriend. He makes all of this sound so easy,â Noah finishes as he brings Rexâs hands up to his lips so he can kiss his knuckles. Rex laughs to himself but it sounds half-hearted. Thereâs still hurt in his warm, brown eyes but he keeps his gaze locked onto Noah. He squeezes Noahâs hands reassuringly.
âOh, Ben has had his fair share of exes,â Rex points out. âHe and Kai have been on-and-off for a long time too. Heâs mentioned something about time continuity so he and Kai have to get married or else events in the present wonât happen.â Noahâs eyes widen.
âThat sounds like an arranged marriage basically,â Noah balks. Hopefully Benâs time-continuity-wife is okay with all of Benâs boyfriends though Noah supposes she kinda has to be, unfortunately. Noah idly wonders if Kai also has girlfriends sheâs seeing.
âI generally donât talk with him too much about it unless he wants to,â Rex replies with a shrug. âWell, I mostly listen since Iâve only met Kai a few times. Sheâs really hot and Iâve joked with Ben that I would start dating her if they broke up,â Rex says with a chuckle. âKai reminds me a lot of Circe in the âI can and will kick your assâ way yâknow?â Rex wiggles one of his hands out from Noahâs so he can flippantly wave his hand to get his point across. Noah relaxes slightly since Rex is acting more like himself now.
âSheesh, she sounds intense,â Noah shudders. Rex laughs.
âI can tell Ben has a hard time with their relationship. Itâs funny; with me, Rook, and Reiny, he has no trouble at all,â Rex remarks. Noah stares at Rex, now somewhat invested in Benâs love life. How is it that he cannot for the life of him date women but has so many boyfriends? Unless heâs gay and Kai is his beard. Man, thatâd be a bummer since they have to get married. Noah pushes his speculations aside because thereâs something bugging him about one of Benâs in-universe boyfriends.
âUm, Rex? This might be an insensitive question but is Rook human or-?â Noah lets his question hang as he grins nervously. It probably looks closer to a grimace but Rex doesnât seem to care.
âRookâs an alien. He looks like a tall, blue gray cat man without a tail,â Rex describes without any sort of offense.
âHuh,â is all Noah can really say. âAnd Benâs exes...?â
âAll human and all girls,â Rex replies succinctly and knowingly. Noah doesnât want to say his train of thought out loud but it seems like Rex has already come to this conclusion himself. Itâs funny how Ben, a human, is able to form such close relationships with nonhumans of the same gender. Yet heâs struggles with human women. Noah doesnât feel as bad about himself now since heâs still close with Claire and has a nonhuman boyfriend now. Compared to Ben, Noah doesnât have any exes and heâs able to bond with humans and nonhumans!
Noah smiles to himself and wraps his arm around Rexâs shoulder. The motion catches Rex off-guard but he melts into the touch. Rex usually initiates physical contact so Noah knows how much the gesture means to him. Itâs almost laughable how just a few minutes ago, Noah despised Ben for having so many partners but now, Noah feels very smug to have Rex for himself most of the time. Heâs going to be such a good boyfriend to Rex and give him all of the affection heâs clearly starved of. Noah doesnât care that heâs being competitive with a guy heâs never seen. Itâs his competitive nature that brought him to Rex demanding he help him win at table tennis against EVOs. Hopefully this Ben guy isnât also competitive. Or maybe itâd be a good thing? Then Rex would get plenty of attention from both Noah and Ben.
âThank you for telling me about your secret long-distance boyfriend, Rex and Iâm sorry for yelling at you,â Noah says after he gives Rex a soft kiss on his cheek. Rex is positively beaming now and he knocks the side of his head against Noahâs.
âThank you for being okay with it and I forgive you,â Rex replies as he kisses the back of Noahâs hand, repeating Noahâs move from earlier. The two of them sit in each otherâs silence for a few minutes listening to the ambient noise of sneakers squeaking on the concrete and the hum from the vending machines. It reminds Noah of one of the reasons Rex wanted to meet up.
âSooo, are we still on for some hoops?â Noah asks cheekily. Rex groans and leans more heavily against Noah with a huff.
âCan you not right now?â Rex whines. âI donât want my mood ruined twice!â Noah laughs at his expense.
âI already apologized for the first time!â Noah points out. âIâll even go easy on you in HORSE!â He laughs even harder when Rex lightly shoves Noah away from him and stands up grumbling the whole time.
âI donât need you to go easy on me, I can get to S this time!â Rex retorts, jabbing his finger at Noahâs direction. âJust watch me! Youâre not even going to need to chase after the ball afterward!â Noah rolls his eyes, shaking his head.
âWhatever you say, pumpkin,â Noah quips. Rex goes from blushing to offended in a matter of seconds before he grimaces.
âEugh, you need to work on your boyfriend names for me,â Rex gags. âDo you call Claire that? I hope you donât for her sake.â Noah snorts as he reaches underneath the bench and tosses Rex the basketball.
âAs a matter of fact, I donât!â Noah chirps. âClaire doesnât actually like pet names, which means I get to only use them on you!â Rex catches the basketball and readies his shot but he has this soft smile on his face. Like heâs happy that his relationship with Noah is different than Noahâs relationship with Claire. Noah canât help the smile on his face too. Heâs glad that Rex is happier now and that he was able to tell Noah about Ben. Because now Noah is determined to be the best boyfriend he can be for Rex not only because Rex deserves it but because he wants to be better than Ben.
An Archive of Our Own, a project of the Organization for Transformative Works
âYou know you can tell me anything. Thereâs no news cameras here. No one knows you as Ben Tennyson, hero of the galaxies,â Rex says.
"I know, thatâs why I hide here sometimes,â Ben admits.
Pairing: Rex Salazar/Ben Tennyson
Words: 6,797 || Chapter: 3/3
Read on AO3 or below the cut.
The next time Rex finds Ben in his universe, itâs surprisingly when he goes to check on CĂ©sar. Thankfully, Ben let Rex know he was arriving this time so Rex didnât have to stumble upon him again but it was still a shock that Ben was talking to his brother of all people. Ben has his hands in his hoodie pockets slightly leaning over where CĂ©sar is fiddling with...something.
âHey Ben! Hola CĂ©sar!â Rex greets, hoping that announcing his presence doesnât cause either of them to flinch. Not that CĂ©sar would flinch anyway, heâs un-phased by everything to an alarming degree. Including him simply replying a hello without even looking up or stopping what heâs doing. Ben looks up from whatever CĂ©sar is working on and flashes Rex a smile and a wave. He straightens his posture and ambles over.
âHey Rex! I was just about to come look for you!â Ben chirps as he slings an arm around Rexâs shoulder and leads them out of the lab. âBut I wanted to ask your brother to do some maintenance on my portal gun before I went back home.â Ben eventually drops his arm from Rex and they walk side-by-side down the hall. Rex isnât sure where but he lets Ben lead the way.
âWell, Iâm just glad you told me you were coming this time!â Rex comments cheerfully. It had made him feel giddy that Ben had kept his promise to inform Rex of his arrival. But a quick glance at Ben has him confused. Benâs shoulders have tensed and his chin is tucked closer to his chest so Rex canât quite see his eyes underneath his bangs. Then Ben stops walking.
âListen, think you could do me a favor and forget about last time I was here?â Ben asks, his voice sombre. Rex pauses and makes a big show of shrugging his shoulders.
âForgetting things is my specialty at this point,â Rex answers jokingly, a poor attempt to lighten the mood. Ben doesnât laugh but he does raise his head to look at Rex. Thereâs some emotion swirling in the depths of his too-green eyes but that could just be Rex trying to find meaning in them. Or that heâs watched too many telenovelas.
âIâm serious, Rex. It wasnât me,â Ben insists. That has Rexâs attention now.
âWhat do you mean? Like someone was impersonating you?â Rex demands, grabbing Benâs shoulders with both hands. Benâs eyes widen at Rexâs hands suddenly on him but he doesnât flinch. He averts his eyes back to the floor with a mild pout, which Rex knows to mean he was torn between speaking his mind or holding his tongue.
âJust pretend it didnât happen, okay?â Ben settles on as he looks back up with a plastic smile. Rex removes his hands from Ben and sighs. Okay, I get it now. Not an imposter. Ben wants to hide his vulnerable side from me. Rex returns the smile.
âSure, how about we head to the skate park?â Rex suggests, already walking. He hears Ben fall in step next to him.
âWe donât have skateboards though,â Ben points out. Rex smirks at him before building the Sky Slyder and zooming ahead of him before spinning to a stop. Ben chuckles. âOkay, I donât have a skateboard,â Ben amends. Rex deconstructs his build and waits for Ben to catch up. Ben appears to be in way better spirits than the last time he was here. Seeing that Ben isnât nearly as mentally fragile this time, Rex figures a bit of banter should be alright.
âSounds like a you problem to me,â Rex teases. âYou wanna take one of your flyers or you wanna ride with me?â Rex leans his elbow against the wall and attempts a sexy, raised eyebrow smile but Ben immediately guffaws so not the intended response but it was a positive one nonetheless so Rex is happy.
âOh, how generous of you! What a privilege to be offered a ride by the one and only Rex Salazar!â Ben says mockingly. Heâs smiling and thereâs a twinkling of playfulness in those green eyes of his so Rex doesnât take it as an insult. He instead steps away from the wall and offers the same elbow out to Ben and bows with a flourish with his other arm.
âThen step right this way to the Rex Ride!â Rex announces. He straightens from his bow and is pleasantly surprised that Ben does actually take his elbow and let Rex lead them both outside. Though, he does step away from Rex if only to allow him the space to build his hovering motorcycle. Once the Rex Ride was constructed, Ben silently hops on behind Rex and winds his arms around Rexâs waist. Rex dons his goggles and calls out in his best carnival barker voice, âRemember to keep your hands and legs inside the vehicle at all times! There are no seatbelts so hold on tight!â And with that, he speeds off towards the city.
Itâs funny, the way Ben holds onto him compared to everyone else. Noah, Circe, Annie, Cricket, they all cling to him with a sense of urgency, of fear. But Ben is simply holding his own arms as theyâre looped around Rex. He doesnât dig his fingers into Rex for stability. He doesnât press his body flush against Rexâs back. Oddly enough, Benâs grip reminds Rex of that little EVO girl living in Breachâs pocket dimension. She didnât hold onto him very tightly either and she even hopped off effortlessly. Benâs grip is very lax and confident. Whether heâs confident in Rexâs ability to drive or his own ability to stay on is to be determined.
They make good time to the skate park next to the basketball court Rex usually hangs out at and Ben hops off before Rex even stops. As soon as Ben has dismounted, Rex deconstructs his build. Thereâs only a couple people hanging around but for the most part, Rex and Ben have the park to themselves. Rex catches Ben out of the corner of his eye surveying their surroundings to watch the skaters before exhaling. Whether Ben is wary of them because he thinks they could have been fans or enemies, Rex isnât sure. Couldâve been both. What surprises Rex is that Ben simply sits at the edge of the quarter pipe with his legs dangling. Ben pats the ground next to him so Rex takes a seat and gives Ben a puzzled expression. Ben sighs before turning to face him.
âWhatâs it like having amnesia?â Ben asks suddenly. Rex perks up in surprise, his brows shooting up to his hairline. He wasnât expecting this conversation.
âWell, unfortunately I went through puberty after my memory loss so I still remember how awkward it was,â Rex jokes. Ben chuckles before falling silent, his eyes staring into Rexâs like heâs searching for something in his. Rex recalls his telenovela saying the eyes are the doorway or window to the soul or something. His soul must be a mess then given his amnesia; like a house that still had some of the former familyâs personal belongings in it.
âBut before that?â Ben pushes. Rex raises a brow, not entirely sure why Ben is suddenly so interested in his amnesia.
âWhy do you want to know?â Rex counters, feeling guarded. But Ben is still acting nonchalant about the whole thing. He shrugs and looks straight ahead, his posture sinking into a slouch with his elbows resting on his thighs.
âSometimes I wonder what itâd feel like to just...forget,â Ben replies, bringing his left hand up to rest his chin on. Rex waits with baited breath on whether Ben is going to continue speaking. This might be the most honest confession heâs heard Ben say. It has Rex floundering a bit considering Ben just asked him to forget the last time Rex saw him.
âDid...something happen?â Rex ventures cautiously. Ben merely sighs deeply before his eye languidly drifts to look at Rex.
âWhat didnât happen at this point,â Ben replies sardonically. Rex isnât sure how he keeps forgetting that Ben has lived lifetimesâ worth of lives and experiences. Maybe itâs because he looks and is so young. His eyes are the giveaway though. He recalls when he looked into them after Ben told him about the weight of the world. Too weathered. Too tired.
And Rex kinda gets where heâs coming from with wanting to forget. He hasnât asked Ben what all has happened to him in his universe. Itâs clearly stressful but Rex doesnât know the intricate details because Ben never told him. He only tells him of his successes and exciting things that happen. Never of failures or times he was scared. Even here, despite no one knowing Benâs existence, heâs trying to keep up appearances as a hero with Rex. So Rex needs to remind him again that he can just be Ben here. But at this point, where does âBenâ begin and âheroâ end?
Rex slowly reaches his hand out towards Benâs sleeve. Heâs awash in a sense of deja vu. Benâs eye tracks his movement with curiosity, like a cat watching your hand before you pet it. Rex gently tugs on Benâs sleeve to pull his right elbow off of his thigh so Rex could freely clasp his hand. Ben watches Rex with a quiet intensity that has Rex sweating from nerves but he completes the action as his hand curls around Benâs. He refuses to look at Ben directly and keeps his gaze fixed on where their hands are connected. Rex needs to show Ben itâs okay to be honest with him. So Rex needs to be honest with Ben.
âMy amnesia, itâs scary not knowing what causes it because I donât know when Iâm going to lose my memory again,â Rex admits. âAccording to some friends I reunited with in Hong Kong, it used to happen multiple times a year. They would have to remind me who I was, who they were, and where I was.â Ben winces and gives Rexâs hand a squeeze. Rex smiles to himself at the action. âThere was a moment I decided that Iâd risk my memory of the past 6 years to try and save the world.â Rex sees in his periphery Ben lift his head from his hand to face Rex fully now, his eyes wide in shock. Then he settles back down but he doesnât turn away from Rex.
âGuess it worked out for you in the end,â Ben ventures, sounding almost wistful. Rex shrugs with a casual âmhmâ.
âI knew the risks. Itâs pretty much my job to put humanityâs safety over my life. I was treated as a living weapon so I knew my place even though all I wanted was to be treated like I was human,â Rex continues. He doesnât turn to look at Ben but from the corner of his eye, he sees Ben deflate a little.
âDude, you and me both. At first, everyone had to remind me that itâs not my Omnitrex that makes me a hero. But then, it got switched around where my only purpose in life was the Omnitrex. Sure Iâm the one making decisions but Iâm only useful if I have it. Without it Iâm just a human,â Ben replies solemnly. Rex canât help but snort as he looks up at Ben.
âI wouldâve loved to be in your shoes when I was your age,â Rex scoffs. âThe ability to just remove the part of you that made you a monster in everyoneâs eyes? Sign me up.â Ben narrows his eyes and scowls at Rex.
âYeah, well, the only reason I removed it was because of something Iâd rather forget,â Ben growls. He jerks his hand from Rexâs and brings his knees to his chest, hugging his legs close to his body. Like when Rex found him squished between crates at the dam base. Rex mentally kicks himself for upsetting Ben.
âListen, just because I donât remember the two most traumatic events in my life doesnât mean everything is okay with me. Forgetting doesnât get rid of the fact it happened,â Rex says, leaning back and bracing his hands behind him. Heâs going for nonchalant, even though heâs the complete opposite right now, but who knows how Ben interprets it. Rex hopes he understands his intention. Rex takes a deep breath before angling his head towards Ben.
Ben has uncurled a little but heâs still sitting with his knees to his chest. Heâs looking directly into Rexâs eyes, yet again like heâs searching for something. Rex leans forward again and shrugs, closing his eyes and standing up to stretch. He places his hands on his hips and looks out over the skate park. The skaters from before have left and shadows are starting to fill the center with darkness. Rex forms his Sky Slyder and tips down the quarter-pipe.
Heâs technically hovering so thereâs no real reason to actually be doing any tricks at all but he just wants to feel the flow of the park. Heâd never actually skated there before. Rex can feel Benâs eyes watching him as he glides around but he doesnât want to address Ben right now. Rex needs to clear his head and calm down. Seeing as he could build his Sky Slyder, his bios are still good. But had the conversation gotten more heated, Rex would likely have gotten a call from Holiday. He doesnât want to explain to her what they were talking about.
âHave you tried getting your memories back?â Ben asks, breaking the silence between them. Rex slides down from the edge of a bowl and turns to face Ben. He deconstructs the Sky Slyder and steps down. Rex walks back over to Ben before he replies. If only to buy himself time before he answers.
âYeah, my brother built a device that was supposed to give me my memories from before 6 years ago, at the time. But it failed. Instead, Six lost 6 years of his memory because he broke me out,â Rex explains. âHe forgot who I was. He forgot that he practically raised me. He forgot he saved me when I only knew my name.â He activates his nanites, just to see, and yep his bios are down. âIt wasnât worth him losing 6 years of his memories for the chance to get mine back. Though, I suppose thatâs what itâs like when someone close to you has amnesia. I know CĂ©sar was just trying to help me but I wish heâd never built that machine. Six got hurt because of my selfish, stupid decision.â Rex rests his hands on his lower back and looks up at the sky. Itâs gradually transitioning from sunset to dusk with gradients of oranges, reds, and purples. Some stars are beginning to dot the sky. Ben is silent. Rex stretches his arms over his head before looking over at Ben.
It always shocks Rex that Benâs irises glow. Not as obnoxiously as the Omnitrex but itâs noticeable. Itâs evidence that Benâs not quite human. Not anymore. The thought is oddly comforting to Rex. He wonders if Ben is aware that his eyes glow in the dark. He probably is and detests it because itâs yet another thing to differentiate him from the humans he once lived among invisibly. Rex walks his way back over to Ben and rests his upper body on the edge of the quarter pipe with his arms folded to pillow his head. Ben is no longer hugging his knees but his brows are definitely furrowed. Rex canât tell if itâs because heâs upset or concerned.
âI know youâve been through a lot that you donât tell me,â Rex begins. âBut please donât take your memory for granted. I know whatever youâve been through haunts you and forgetting it seems like itâd make the pain disappear. But it wonât. I would know,â Rex finishes, tapping his own forehead for emphasis. Ben looks down at him with his too-tired eyes. He stares without responding to the point itâs a little eerie, especially with his subtly glowing eyes. Then his eyelids lower halfway and he has the ghost of a smile on his lips.
âFor what itâs worth, Rex, Iâm glad you didnât lose your memory again. Because it wouldâve been a pain in the ass to have to explain myself to you,â Ben admits, his smile becoming a smirk. Rex pouts and lifts his head to rest it on his palm, somewhat mimicking how Ben had been positioned earlier.
âAs if you wouldnât try and lie about yourself first to give me the wrong impression of you, Mr. Hero,â Rex retorts rolling his eyes. He then hefts himself up over the ledge to sit next to Ben so he can be eye-level with him.
âHey, you donât know that!â Ben insists as he softly hits Rexâs shoulder with his elbow. âIf you actually lost your memory, Iâd tell you the truth! Iâm from another universe, I can turn into aliens, and we saved your world together and became friends.â Benâs smirk melts into a genuine smile. Rex finds himself returning the smile. He sees Ben shiver slightly and scoots himself closer to him. Ben doesnât lean away so Rex wraps his arm around Ben to pull him against his side. Rex feels Benâs right arm snake around his back underneath his jacket and suddenly something freezing cold touches his skin.
âAAAHHH, WHYYY!!!â Rex shrieks as he rears away from Ben so hard he tosses himself back down the quarter pipe. Ben, however, is howling with laughter at Rexâs predicament. âWe were having such a heartfelt conversation, whyâd you have to ruin it with your cold hands!â Rex wails from inside the bowl. Ben doesnât offer him a response, heâs too busy laughing so hard heâs flat on his back and kicking his legs. Rex pouts at Ben as he picks himself up off the ground and dusts himself off. He then marches over to Ben, hoists himself back up, snatches Benâs right hand, and shoves it inside his jacket under his armpit. Benâs laughing immediately turns into a repulsed yell as Rex grins mischievously and doesnât let go.
âEeewww dude! I donât care how warm your pits are, get my hand outta there!â Ben screams. Rex releases his hand with a smug smile. Ben shoots him a withering glare before wiping his hand on his pants.
âItâs only payback for freezing my back!â Rex snarks. Ben childishly sticks his tongue out at Rex, which he does back. Rex then adjusts his jacket and evens out his expression. âIf youâre cold, we can head back,â Rex offers, standing up and offering his hand to Ben who studies Rexâs outstretched hand briefly before his eyes flick up to Rexâs. They stay there long enough for Rex to get a little uncomfortable but Ben does eventually take his hand. Rex pulls Ben up with probably too much force because Ben falls into Rexâs chest. To steady him, Rex wraps his other arm around Ben so they both donât topple down the quarter pipe. Now that Benâs body is pressed against him, Rex immediately lets go of him and practically yanks his jacket off of his body to wrap it around Benâs shoulders.
âYour hands arenât the only things that are freezing! Why didnât you say anything?â Rex asks worriedly. Ben simply shrugs but he does pull Rexâs jacket around him tighter. Something in Rexâs ribs flutter at that. âCâmon, weâre heading back to warm up,â he announces as he builds the Rex Ride.
âCan I drive?â Ben asks cheekily. Heat rushes to Rexâs cheeks and he hopes itâs too dark for Ben to see. Rex nods and leans back to allow Ben to swing his leg over, wordlessly holding his goggles out for Ben and building footrests into the Rex Ride for him. Rex canât see Benâs face but he has a feeling thereâs a smug expression on his face. Itâs confirmed when Ben twists around to hand Rex his jacket back before settling at the front of the Rex Ride and strapping the goggles to his face. Ben even leans back so heâs flush with Rexâs chest like heâs goading Rex into holding him close. Rex takes the hint and hastily shrugs his jacket on so he can hold Ben. He curls himself over Benâs smaller frame and feels Ben shiver so he pulls him a little closer. Rex hearâs Benâs breath hitch and oh, that wasnât an âitâs coldâ shiver.
âYou ready?â Rex asks, pretending he didnât hear Benâs gasp. Ben is quiet before he mumbles a âmhmâ and he throttles the gas. He leans forward which Rex follows. Itâs funny being a passenger to his own build but heâs not upset about it. In fact, Rex rests his forehead on the back of Benâs head and closes his eyes and simply breathes in the smell of Benâs hair. It smells odd but not bad. Not recognizable at all but Rex doesnât dwell on it.
âIâm sorry for what happened to you that you want to forget it,â Rex apologizes to the back of Benâs head. âBut please donât look for ways to lose your memories. Youâll forget who your family is and everyone who loves you. Youâll hear stories about your past but it doesnât feel like theyâre talking about you. I donât remember my mom or my dad and I never will because theyâre dead. All I have is my brotherâs stories about them and I want to feel something when he talks about them butâŠâ Rex tapers off and buries his face into Benâs hair. He doesnât care if Ben isnât listening, he wants to get his thoughts off of his chest. Rex takes a steadying breath to calm himself down so his bios donât crash. Wouldnât want the Rex Ride to collapse while they were both currently on it going approximately 60 miles per hour.
âYou can stop, I get it,â Ben interrupts. Rex flinches. âI suppose I was just trying to run from my past. I didnât want to remember any of my mistakes and decisions that ended badly. I wanted to forget the time I lost one of my aliens and lost a piece of my identity. I wanted to forget the times I got possessed by one of my aliens. I wanted to forget the time I royally fucked up my relationship with Julie and pretty much every other girl Iâve known. There was so much I wanted to forget so I could stop having nightmares and finally shut up every failure screaming in my head.
âThey weigh me down so much but because Iâm a hero, I canât show it. They all depend on me so Iâm not allowed to be weak. I had thought that just forgetting all that stuff would make life easier. But I realize now thatâs just running away from my problems. So, thank you Rex,â Ben finishes. âI may not be able to run from my past but at least I can run away from my responsibilities to see you.â Rex smiles against the back of Benâs head and basks in the fact that Benâs body is slowly warming because of his proximity. He mentally braces himself for Benâs reaction as a question comes to mind.
âI have noticed that you act very...unbothered in your universe. Is that to cover up for how afraid you are of letting people down?â Rex asks cautiously. He feels Ben take a deep breath before answering.
âYeah. Especially since Iâm not even afraid of getting hurt or dying anymore. Itâs failing that Iâm afraid of and Iâve already failed everyone more times than I can count. It always hurts regardless of how many mistakes Iâve made,â Ben replies. âNot to mention, the press loves shoving my mistakes right back in my face so I couldnât forget them if I wanted to! It all sucks.â Ben huffs and shakes his head as if to clear his thoughts. Rex gives Ben a squeeze to try and reassure him.
âI get what you mean,â Rex laments. âBack when there were EVOs, I hated it when there was one I couldnât cure. Thatâs my whole job! And I failed. Because of me, someone wasnât able to get their loved one back and theyâre stuck as a mutated, violent monster. Sure, I cured hundreds of EVOs but it was always the incurables that really messed with my head. Especially since theyâd have the family there when I would try and cure them.â Rex sighs. âThereâs really only one news network we ever deal with and they donât say half the garbage yours does. They had gotten insider passes to Providence once for a news break. They filmed me failing to cure an EVO but I didnât care that I looked bad on camera. I asked them to delete the footage because I wanted to respect the familyâs privacy. They were already grieving enough, they donât need the world knowing that too.â Ben is quiet after that so Rex shuts his mouth and they ride in silence.
The stars are bright now that theyâre away from the city so Rex tilts his head back from where itâs been buried in Benâs hair to look at the sky. Holiday had taught him the basics of astronomy if only to identify which stars he could use to find his way without GPS. It sort of helped but Rex never minded too much that he was lost. He wonders passively if the stars look the same in Benâs universe. Ben probably doesnât have the time to stargaze anyway. Or maybe he does.
âDo the stars look the same in your universe?â Rex asks to change the subject. Ben glances up towards the sky and stares a bit before turning his eyes back to the vast expanse of desert rock in front of them.
âIâm not sure. I think so? I see the Big Dipper and thatâs the only constellation I really know,â Ben replies. âOnce youâve flown around in space enough times, it all becomes a blur.â Rex sighs a bit longingly. Heâs only ever explored Earth. What would other planets even look like? Did they exist in this universe? Was there life on other planets as numerous as Benâs universe? Maybe itâs for the best that Rex hasnât explored space that much. Heâs not sure he wants to after the mishap with ZAG-RS in the space station.
The Providence headquarters begin to loom in the distance and Rex guesses they have maybe 5 more minutes of alone time to talk before someone might be waiting for Ben inside. Or Holiday will ask to run some tests on his nanites. Seeing as Rex canât see Benâs face and Ben canât see his, he goes for it.
âWhy do you want me to forget I saw you last time? And donât give me the âit wasnât meâ excuse,â Rex asks. He feels Ben tense up in his arms. âItâs okay that you run away here, I love seeing you! But since this is my Earth, itâs my job to make sure youâre taken care of.â Rex insists, poking Ben in the stomach to accentuate the point. âRemember, youâre not a hero in this universe. Youâre just Ben and thatâs okay.â
Ben doesnât respond but Rex doesnât really mind. He knows Ben is mulling what he said over in his head and weighing his options. Ben has always been fairly guarded about being sincere, especially in his universe. And especially with news cameras and fans everywhere he goes. Rex has to guess that the only private space he has is his own room and sometimes not even that. According to Kevin, there once was a time Ben was very open about his feelings. In private conversations, Ben had talked to Kevin about how proud Ben was of Kevinâs progress and that he was glad they were friends. Rex wonders what happened in Benâs universe that changed that. Well, thereâs the obvious answer of Kevin and Gwendolyn leaving for college.
âOld habits I suppose,â Ben responds after a sizable pause. Luckily Rex figures out what Ben was even replying to and heâs not very satisfied with Benâs answer. They arrive outside the Providence headquarters so Rex deconstructs his build at the same time Ben dismounts. Rex then places his hand over a side door and unlocks it. He gestures for Ben to go first before following behind. The halls are fairly empty except for a grunt here and there on night patrol. Rex waves at one that passes by but they donât return the motion.
âWhy did you tell me so much about yourself?â Ben asks once the grunt is out of earshot. Rex furrows his brow and frowns.
âWas I not supposed to?â Rex questions self-consciously. âDid I talk too much? Iâve been trying to be better about that. Noah usually tells me if Iâm getting too personal.â Ben bumps his shoulder against Rexâs.
âNo, itâs not that. I guess Iâm just surprised that you were so honest with me,â Ben admits. âIt really puts into perspective that I havenât been to you.â Rex stops.
âYouâve been lying to me?â Rex whispers, not hiding how crestfallen he feels. Not again. Please not again. Ben raises his hands up and his eyes are wide with alarm.
âNo! No, I havenât been lying to you! I like spending time with you and youâre probably the only person I can actually talk to about hero stuff without them treating me like Iâm made of glass,â Ben corrects hastily. âItâs just that, Iâm so used to hiding parts of myself that I forget that I donât have to do that around you.â Rex blinks in shock at Benâs confession. Now that he says it out loud, Rex gets it. Ben hasnât been lying per se. He was just being selective with the truth. He only shows what he wants others to see. Rex releases the breath heâd been holding and half-smiles. It really shouldnât be a surprise since Rex is already aware of it but itâs good to hear Ben say it. Plus, at least Ben wasnât just acting like he was his friend.
The Ben he rescued from the dam base is probably the closest Rex has gotten to seeing Ben authentically even if it was an emotionally vulnerable version of him. No walls, no masks, no bravado. Just a lost, tired, teenager looking for a way out. He wonders when the last time Ben let himself feel such raw emotion was. Given the state of him, probably not for a long time. Thinking of it, Rex hasnât really let himself feel that vulnerable in a long time either. He wouldnât really visit Benâs universe if he were feeling bad though. Thatâs a great way to feel even worse given the publicity that follows Ben everywhere he goes.
âSo, weâre good?â Rex asks hesitantly. Ben smiles at him and pulls Rex into a hug. His body is still somewhat chilly from being outside but the warmth in the action has Rex tearing up.
âWeâre more than good,â Ben confirms as he pulls away from the hug. His eyes are glowing, figuratively this time and his cheeks are tinted pink. Rex isnât sure if itâs from coming inside somewhere warm or emotions. He doesnât want to jump to conclusions so he keeps his mouth shut. âThanks for not calling me girly for talking about my feelings,â Ben says as he resumes walking down the hallway.
âWhy would I call you girly for that?â Rex asks, jogging slightly to catch up. Ben looks at him incredulously before shaking his head.
âKevin does. I dunno, something about how only girls talk about their feelings,â Ben huffs. Rex wrinkles his nose and scowls.
âI donât have much reference for how true that is but it sounds dumb to me,â Rex grumbles. âIn all the telenovelas I watch, everyone talks about their feelings. All the time!â Ben laughs and takes Rexâs hand in his. He swings them as they walk and Rex gets a brief flashback of watching Noah and Claire during one of their âdouble datesâ. Itâs reassuring knowing that his feelings for Ben remind him of Noah and Claire.
âTelenovelas? Like, soap operas? Dude, I donât think those are the best examples of how people normally act,â Ben points out with a chuckle.
âItâs the best Iâve got!â Rex laughs. Benâs chuckling dies out and Rex wonders if he said something strange again. He looks down at Ben and sees him staring. Only this time, he looks pensive. âWhat?â Rex questions. Ben shakes his head.
âNothing. Why donât you come to my universe sometime?â Ben suggests. Rex smiles.
âDo you have time for that?â Rex asks cheekily.
âIâll make time,â Ben replies with a smirk. âI made time to come here and see you after all.â Rex smiles and lets go of their held hands so he can give Ben a one-armed side hug. What surprises Rex is that Ben threads their hands together after.
âDo you want to check on my brotherâs progress on your portal gun?â Rex asks. âCanât really make the time to visit me if you canât get here.â Rex smirks and quirks one of his brows. Ben mirrors the expression.
âSure, but even if itâs finished, Iâm not leaving until they drag me back,â Ben declares.
âSounds good to me!â Rex agrees. He walks them to the elevator and punches the button for CĂ©sarâs labâs floor and they settle into a comfortable silence. Ben even leans against Rex with his cheek resting against Rexâs shoulder! âYou tired?â Rex asks softly. Ben simply nods and mutters a quiet âmhmâ. Rex hums in acknowledgement. âWe can go to sleep after this,â he promises.
âNo, Iâm not sleepy. Just tired,â Ben clarifies. Rex nods. He understands that. Heâs a bit tired himself too. They both were pretty emotionally vulnerable with each other today and itâs pretty exhausting having such mental highs and lows in such a short time span.
The elevator dings and the doors open. No one appears to be patrolling the main hallway and everything is silent except for their footsteps. Rex walks them to CĂ©sarâs lab and simply unlocks the keypad with his powers and walks inside. CĂ©sar is unsurprisingly still awake. Heâs typing away on a computer so at least heâs in a different spot than when they left him.
âHey CĂ©sar, did you finish Benâs portal gun?â Rex asks, letting go of Benâs hand to approach him. CĂ©sar doesnât look up from where heâs working.
âSi, itâs finished and sitting on my work table,â CĂ©sar responds, his eyes still glued to his screen. Rex looks around and sees the portal gun perched on a stand. Ben walks over to it and pockets it, not even bothering to inspect it before he leans back on the table with his hands in his pockets. Rex shrugs before giving Ben a mischievous look on his face and leans over his brotherâs monitor.
âHow long have you been here?â Rex asks. That causes CĂ©sar to stop typing. CĂ©sar blinks then blinks again hard before he looks up at Rex with mild confusion on his face. He frowns and looks back down at his computer. Rex is positive heâs checking its clock. Then CĂ©sar deflates a little and rubs at his eyes.
âI didnât realize how long ago I actually filled my cup with coffee,â CĂ©sar mutters as he runs a hand through his hair.
âDo you want me to refill it for you?â Rex offers. CĂ©sar stares at him, likely processing the question, before slowly handing Rex his empty mug.
âGracias mijo,â CĂ©sar says with a somewhat awed expression as he gets back to whatever he was working on. Rex motions with the mug for Ben to come along. He steps away from the table and follows behind Rex.
âI take it you donât offer to bring him coffee all that much?â Ben asks once the doors to CĂ©sarâs lab close. Rex shakes his head.
âNot really. But I figured this is a good way to kill some time and talk some more,â Rex says with a shrug. âBesides, he fixed your portal gun no questions asked. I might as well do something nice for him.â Ben hums in agreement.
âHe did point out that I took it from him,â Ben admits sheepishly. âBut he still fixed it for me.â Rex looks owlishly at Ben.
âHuh, I had thought that someone in your universe made it,â Rex muses as they walk into the communal kitchen. Rex is too busy smelling the fact that someone made a fresh pot of coffee that he nearly has a heart attack because Gwendolyn and Kevin are sitting at a table. Ben quickly rushes over to check on Rex before poising his hand over the Omnitrex.
âOh, itâs you two,â Ben says with relief as he lowers his hand from where it was ready to slam on his wrist. âThe kitchen again? Seriously?â Gwendolyn rolls her eyes.
âI was hoping that you wouldâve checked on Rexâs brother hours ago,â Gwendolyn sighs. âHeâs even more oblivious than you are sometimes, Ben. He finished that coffee a long time ago.â
âYou were spying on my brother?â Rex asks incredulously. Gwendolyn shrugs.
âItâs not really spying if the door is wide open,â Kevin points out. Rex nods at that. He has a point. âSo, what, you two having a heartfelt conversation under the stars or somethinâ?â Kevin demands. Rex frowns and folds his arms. Heâs about to retort but Ben beats him to it.
âSo what if we were? Itâs not like youâre around to tell me to stop,â Ben snaps. Rex notices Gwendolyn avert her eyes as if sheâs ashamed of something. Probably leaving Ben behind. Rex unfolds his arms and goes back to being ignored.
âThatâs not fair, Ben,â Gwendolyn insists, hurt still evident on her face. Benâs scowl softens and he deflates a bit.
âYeah, sorry. I do like seeing you when you come to get me but I can get back on my own. I know youâre both busy,â Ben apologizes.
âKevin wonât say it but I like seeing you too. Itâs why we volunteer to pick you up,â Gwendolyn says, a soft smile reaching her features. Ben smiles back and looks over at Kevin, who folds his arms with a pout. He chuckles at Kevinâs response and looks over to Rex.
âYeah yeah, you know where to find me,â Rex jokes. Ben surprises him by walking over and hugging him in front of Gwendolyn and Kevin. Rex returns the hug probably tighter than he really should but Ben doesnât complain. Together like this, Rex can feel Benâs heart beating against his chest. Itâs funny how different their heartbeats are. Theyâre not quite in sync since Rexâs is a bit slower than Benâs but theyâre not discordant either. Itâs comforting. All too quickly, Ben pulls away with a smile on his face and a glow to his eyes.
âSee ya âround, Robot Kid,â Ben quips, giving Rex a mock salute. Rex returns the gesture with a grin.
ââTil next time, Monster Guy,â Rex mimicks as he raises CĂ©sarâs empty mug to Ben. âIt was good seeing you too Gwendolyn, Kevin.â Gwendolyn waves goodbye to Rex while Kevin gives him a curt nod as she forms a portal with her mana and the trio walks through. Rex is alone in the kitchen again and thereâs that deja vu again. Rex takes a breath, feeling lighter and more fulfilled this time. Benâs doing better and knows that Rex is someone he can run to when the world gets too heavy to bear. And thatâs all Rex can really hope for. He smiles to himself as he pours coffee into his brotherâs mug before walking back to his lab.
When Rex opens CĂ©sarâs lab, he finds his brother hunched over his keyboard with his head resting on his arms. Rex huffs in amusement and places the mug onto another table then searches for the blanket CĂ©sar keeps hidden away for when Rex accidentally falls asleep waiting for him. Rex quietly drapes the blanket over his brotherâs shoulders and turns off the lights before exiting. Rex sighs fondly to himself once outside and shakes his head. Leave it to the people closest to him to run themselves ragged to the point they fall. But itâs alright, Rex will be there to catch them when they do.
An Archive of Our Own, a project of the Organization for Transformative Works
âYou know you can tell me anything. Thereâs no news cameras here. No one knows you as Ben Tennyson, hero of the galaxies,â Rex says.
"I know, thatâs why I hide here sometimes,â Ben admits.
Pairing: Rex Salazar/Ben Tennyson
Words: 3,9077 || Chapter: 2/3
Read on AO3 or below the cut.
âThere has been activity detected at the dam. I need you both to investigate and report back to me. If there is a threat there, eliminate it,â White Knight orders through Rex and Sixâs earpieces. Rex turns to Six and quirks a brow. Ever since Rex cured all of the EVOs, they havenât really needed that base anymore but White Knight was paranoid enough to keep the location of their splinter base secret from Providence even after he was reinstated as the head of the company again. Rex simply shrugs and follows behind Six as he walks towards the hangar. He picks the small jet they usually fly out in for covert missions and without much fanfare, theyâre in the sky heading towards their destination.
Once they arrive, there really isnât much to see. Six surveys the hangar for any disturbance but seemingly finds none. He looks to Rex and he nods in understanding. Rex walks in one direction while Six walks in the opposite direction. Rex lowers his goggles to scan the hall heâs in but doesnât see anything of note. No footprints in the layer of dust on the ground or anything. Nothing is out of place and itâs so quiet one could hear a pin drop. Wait. Rex pauses and holds his breath. What was that? He thought he heard a gasp coming from one of the rooms up ahead. As he approaches the sound, it becomes louder until he can make out the sound of someone sniffling and whimpering.
Not wanting to frighten whoever snuck into the base and was currently crying, Rex flips his goggles back onto his forehead and tries to walk as quietly as he can. He tiptoes his way into the room and peers inside. The noise is loudest in the room but Rex canât see anyone. Itâs a room full of crates and boxes with no obvious signs of life. With how long Rex has been listening to the rapid breathing and squeaks, heâs realizing it sounds familiar but it couldnât be. He leans down and nearly gasps himself when he sees Ben tucked underneath some of the crates.
Ben is curled up on himself looking very cramped in the small space. And Ben looks miserable but heâs the source of the crying. Rex crouches and fully takes in Benâs appearance. His eyes are glassy, his hair is a mess, and heâs wearing a hoodie and sweatpants that have ruddy stains on them. His arms are folded up between his chest and his bent knees, hugging himself tightly. Rex thinks he looks both younger and older at the same time. Younger because of the posture but older because of the wear of his face. Ben seems to finally notice that Rex is there and flinches.
âGreat, Iâve been caught,â Ben grumbles as he tries to regulate his breathing.
âWhy didnât you tell me you were here?â Rex asks, somewhat hurt. Ben huffs before resting his cheek on his knees. He avoids Rexâs gaze.
âI didnât want anyone to know,â Ben replies. Why wouldnât Ben want people to know?
âWhat do you mean?â Rex prods. Ben seems reluctant to answer by the way he simply exhales through his nose and keeps his face away from Rex.
âAre you hurt?â Rex asks softly. Ben winces and tries to shrink in on himself but given how scrunched he already is, it doesnât really work. âPlease Ben, tell me how I can help you,â Rex pleads. Ben scowls.
âI donât need help,â he hisses belligerently, finally looking at Rex. âJust leave me alone and pretend Iâm not here.â His eyes quiver causing Rex to frown. Something is definitely up.
âYou know you can tell me anything. Thereâs no news cameras here. No one knows you as Ben Tennyson, hero of the galaxies,â Rex says.
âI know, thatâs why I hide here sometimes,â Ben admits. Rex pauses.
âHow often have you hidden here?â Rex asks slowly. Ben gives a non-committal shrug. He fidgets with his sleeve behind his knees. Rex doesnât need to see to know that Ben is twisting the fabric over the Omnitrex.
âA few times,â Ben replies. âI donât always hide in this building. Sometimes I go outside.â Rex isnât sure what to say but he canât help the hurt worming its way into his heart. He adjusts his crouched position to get closer to Ben but all that does is make him tense up. Seeing this, Rex instead mirrors Benâs posture but he hugs his knees instead. Ben stares at him with an expression that Rex canât place at the moment. He was never as good at reading people.
âWhy?â Rex finds himself asking. Ben raises a brow.
âWhy what?â Ben counters, clearly not understanding what Rex is prying for. Or maybe he does.
âWhy are you hiding?â Rex asks. From me, Rex wants to add. Ben averts his eyes and fidgets with his hoodie strings behind his knees.
âThe weight of the world gets pretty heavy,â Ben replies cryptically as he looks back up. Rex blinks in confusion. He stares into Benâs eyes and fully takes in how deep and weathered they are. Like Ben has seen the ends of both space and time before, which he probably has. Then, what Ben said clicks.
Rex gives Ben a sad smile. âIt really does, doesnât it?â He internally cheers at Benâs returned smile. Ben then takes a deep breath and looks away, the smile slipping from his face like it was too heavy to keep up.
âI just need a few more minutes, then Iâll leave you alone,â Ben announces. Rexâs expression falls.
âNext time you come, will you let me know?â Rex asks hopefully. Ben shrugs and Rex canât help feeling rejected.
âNot when Iâm like this,â Ben murmurs under his breath.
âHuh?â Rex questions. He definitely heard Ben but he needs Ben to explain himself.
âNothing,â Ben says. âIâll let you know when Iâm in your universe again.â Ben offers Rex a tired smile but it doesnât reach his eyes. If anything, it looks artificial and plastic. It reminds Rex of the fake smile Ben wears in front of the cameras and reporters sometimes. Rex isnât sure what his face looks like but apparently itâs crestfallen enough to have Ben shuffling uncomfortably and averting his eyes. âDonât look at me like that,â Ben grumbles. He buries his face in his knees so he physically canât see Rex.
Rex doesnât know what he could possibly say that wonât have Ben retreating from him. So he opts for reaching out and gently tugging on Benâs hoodie sleeve. Ben only curls into himself even more and Rex hears him take a shuddery breath. He swears he hears Ben sob, âI donât deserve this.â He doesnât press. He doesnât attempt to decipher what he means. Seeing as Ben didnât flinch away this time, Rex steels himself and slowly, as slowly and gently as he can, as gently as though he were handling a cornered animal, pulls Ben from his hiding spot into his arms. Ben doesnât resist and allows himself to settle against Rexâs chest and in his arms. He doesnât move his arms from his face though, keeping himself hidden and muffled as he cries into his sleeves.
Rex mutters a soft, âI got youâ as Ben tries to hide himself in Rexâs chest. Rex hears footsteps approaching and sees Sixâs green suit in his periphery. Their eyes meet and Six simply nods and walks away. Rex returns his focus to Ben and finds that heâs fallen asleep. Distantly, Rex can hear Six reporting back to White but he canât make out what heâs saying. Rex leans back and shuffles so his feet are underneath him before he gingerly moves Ben so he can carry him. He hooks one arm under Benâs knees and braces his shoulders in his other arm. Ben is worryingly light in his arms. Normally Rex would boast at being able to carry Ben but itâs always been in the back of his mind that it felt too easy. Rex walks as smoothly as he can so as not to jostle his passenger. He finds Six and merely nods to him and they fall into step with each other.
Six is silent the whole way back to the jet and wordlessly gets into the pilot seat. Rex sits in the adjacent chair and adjusts Ben so heâs laying against his chest in his lap again. He then buckles the both of them up in the seatbelt despite the anticipation of Ben freaking out at being constrained. He hopes that running his fingers through Benâs hair will keep him from waking up afraid.
âDo you know what heâs running from?â Six asks suddenly. Rex flinches at the sudden question then looks down at Ben for fear heâd woken him. Thankfully, Ben is still dead to the world. âI donât know, he didnât really give me a straight answer,â Rex replies.
âDid you get the impression it would be a threat to us?â Six presses. Rex hums in thought before shaking his head.
âIt didnât seem like it,â Rex settles on. He recalls the haggard sound of his sobs and how Ben hid his face from him. No, this isnât a physical danger chasing Ben. They land without incident and Rex carefully carries his cargo to his room, delicately laying Ben in his bed and tucking him in. He then dims the lights and walks to Holidayâs lab with the hopes he can confide in her. Rex finds that Six is already there. Holiday looks up at Rexâs arrival and her lips are pursed.
âHow is he?â she asks. Rex shrugs.
âI tucked him in bed so weâll see when he wakes up,â Rex replies. âHopefully heâll tell me whatâs wrong.â Holidayâs expression evens out and she smiles weakly.
âIt kind of reminds me of when you first were brought to Providence,â Holiday reminisces.
âHuh?â Rexâs eyes widen. He looks at Holiday expectantly, waiting for her to elaborate.
âWe used to find you hiding in the Petting Zoo,â she explains. âSix would have to go fetch you and tuck you back into bed. I had assumed it was because you were in a new place without any memories, which was partially correct.â Holiday gives Rex a warm smile before continuing. "Then I hypothesized that you were doing it as a way of reassuring yourself that we wouldnât forget you even if you forgot us. That we wanted you here with us enough that we would take the time to look for you,â Holiday finishes. âThatâs probably not the case anymore now that youâre older but Six has told me you have this soft expression whenever he found you on your escapades from Providence.â
âWhat are you getting at besides telling a super embarrassing story?â Rex asks, feeling his cheeks warming. He refuses to look at Six to see what expression or lack thereof he was making. Holiday laughs.
âWhat Iâm trying to say is, maybe Ben is hiding so someone can find him and reassure him that heâs wanted,â Holiday deduces.
âI donât know, Doc. He seemed like he didnât want to be found when I found him,â Rex counters. âBen told me heâs hidden in our universe before and goes back to his when heâs feeling better.â
âThen if heâs not waiting to be found, we need to know what heâs hiding from,â Six insists. âIt could pose a liability to our universe if itâs putting him in this much distress.â
âI donât think itâs an enemy. I-I think heâs just dealing with too much pressure,â Rex retorts, feeling the need to defend Ben. Holiday puts a hand to his chest, a calming gesture. He hadnât meant to get riled up but Six was being unnecessarily cautious. âThe one answer he gave me when I asked him why he was here was that âthe weight of the world gets pretty heavyâ. I think heâs just looking for a break and the only place he can have a break is in a universe that doesnât know who he is! Do you have any idea how tough it is to defend a freakinâ universe? I only defend Earth and it sucks sometimes! Iâm able to run away and no one recognizes me but Ben canât! So maybe chill out and let him run from his responsibility!â
Six turns his eyes towards the doorway abruptly just as Rex finishes his justification for Ben, which has Rex whirling to face it. He hears a soft gasp and a shuffle of fabric before he can turn completely but he has a guess as to who was listening in. Rex walks over to the doorway and peeks around and he feels a warmth spread from his heart all the way down to his toes. Benâs bright eyes are staring up at him, his messy, brown hair sticking out all over the place from under his hood. He looks so young; a vast difference from how he carried himself when they fought Alpha together. Rex feels conflicted because either Ben is comfortable enough with Rex that he can drop his walls like this or Ben is that exhausted that he doesnât have the energy to keep up his walls. Regardless, Rex will do what he can to make sure Ben knows heâs welcome and safe here.
âDid you mean it?â Ben asks. He clears his throat. âAbout...um...that itâs okay that Iâm running away?â Rex smiles and runs his hand through Benâs hair, a motion to soothe but also to fix his hair a bit. He notes that Ben doesnât flinch when he does it so he internally cheers.
âYeah. I ran from my responsibilities at Providence all the time and either I came back when I was ready or Six came to fetch me when he thought it was time to come back,â Rex assures. Ben takes a breath and nods.
âIs it okay if I stay here? Until someone comes to pick me up? I donât think Iâm ready to leave yet,â Ben asks with pink dusting his cheeks so Rex finds himself nodding.
âLetâs get you some water and we can wait together,â Rex offers. Ben allows Rex to drape an arm over his shoulder and lead him to the communal kitchen. He doesnât care to see how Holiday and Six reacted. Right now, Ben is his priority. When Ben leans into his touch as theyâre walking, Rex considers it a win that he didnât trip over himself with how delightfully surprised he was. Ben is definitely acting differently than he usually does, less guarded and egotistical, so Rex decides itâs fine if he indulges in caring for Ben. He hasnât complained about being cared for like he has in the past so Rex takes that as a sign to continue.
The communal kitchen is thankfully empty so Rex sits Ben down at one of the tables as he retrieves a glass of water and an electrolyte drink from the fridge. He sets both down in front of Ben and takes a seat beside him. Ben raises a brow at the unlabeled, opaque bottle Rex has placed next to the glass of water.
âWhatâs that?â Ben asks, lifting the bottle to inspect it.
âOh, one of my brotherâs electrolyte drinks. He first made them after I was brought 6 months into the future by Breach to help me with...something. But heâs kept making them and he keeps them in the communal fridge. The grunts donât touch them since theyâre not labeled and the last time one of the drank from my brotherâs unlabeled bottles it turned out to be EVO piss,â Rex explains. He smirks at the memory of White Knight chewing out CĂ©sar for not labeling his belongings but also for endangering employees outside of his lab. Since then, CĂ©sar has done his best to remember to only keep edible things in the fridge and has a separate fridge for inedible things.
Ben spits out the water he was sipping on and coughs out a laugh. Heâs holding his chest and cackling with mirth now, tipping back in his chair. It sounds a little wild but itâs unrestrained and Rex loves it. Rex breaks out in a wide grin. âYou shouldâve seen the guyâs face! All big and tough reduced to spitting and wiping his tongue on a napkin!â Ben is trying to catch his breath between giggles so Rex keeps going. âHe got all up in my brotherâs face and demanded what he was playing at! Ooh, he was so mad when my brother told him what he drank!â
Benâs wheezing now with how hard heâs laughing and Rex feels proud of himself for getting Ben out of whatever dark place he was in. At least for a little bit. Ben gets a couple gasps for breath in before tapering into giggles. âDid your brother get beat up for that?â Ben asks eagerly.
âOh definitely. The next day when I saw him, he had a black eye,â Rex recalls. âAnd you know what? He said to me, âIt looks bad but you should see the other guy!â Turns out, CĂ©sar had played dirty and tased the guy before scurrying away to his lab and locking the door. I was so proud of my big bro,â Rex chuckles. Ben snorts and laughs along with Rex.
âI didnât take your brother as the type to fight like that,â Ben comments.
Rex shrugs. âHeâs unpredictable, thatâs for sure.â Ben takes a couple deep breaths before sipping his water again. His cheeks are still flushed from his laughter as opposed to how much he was crying earlier. Rex isnât sure he wants to know how long Ben was alone with his thoughts tucked between the crates.
âYouâre sure you didnât hand me EVO piss?â Ben asks, clearly dubious of the bottle after Rexâs story.
âYep. EVOs arenât really a thing anymore,â Rex replies. Ben hums in response before finishing his glass of water. He then fidgets with the glass, spinning it slowly with both hands. Rex waits for him to gather his thoughts and idly reaches over for the bottle. Heâs fairly confident itâs just electrolytes but just to be sure itâs not something hazardous, he takes a sip knowing his nanites will break it down if it is. Yup, just electrolyte drink. He wordlessly hands the bottle to Ben who slowly drinks from it.
Just as Ben is about to speak, an inter-dimensional portal rips its way into the empty space in the middle of the room. Ben immediately frowns and clicks his tongue. âAlready? Seriously?â Rex glances over at him to gauge how serious Ben thinks this is but given that heâs still sitting idly, it likely isnât that big a deal. Especially not since Gwen- wait no Gwendolyn steps through the portal with Kevin in tow. Ben corrected him a few times on her using her full name now. Ben turns away from her petulantly and goes back to sipping the electrolyte drink, comically hunched over the table.
âBen, câmon, itâs time to go home now,â Gwendolyn insists. âHi Rex,â she tacks on belatedly.
âTch, what, is Will Harangue begging for me to save his ass or is this orders from Grandpa?â Ben snaps, straightening his body and slamming his fist on the table. Gwendolyn sighs and folds her arms, seemingly prepared for him to be moody.
âYou kinda ditched Rook yâknow,â Gwendolyn counters. Ben winces and looks away. He runs his hand through his hair pushing the hood from his head and groans in defeat. It always amazes Rex that they both know what pushes each others buttons. What works to break down each otherâs resolve. Must come with the territory of being cousins. Not that Rex would know.
âI didnât mean to make him worry,â Ben mumbles. âIt hasnât even been that long though.â
âYeah, well because you ran off with your tail between your legs on live TV, the Incursions thought it was a great opportunity to try and take over Earth again,â Kevin steps in. Benâs frown deepens before he takes a breath and stands from his chair.
âFine, Iâll go do my job,â Ben grouses, jamming his hands into his hoodie pockets. Rex doesnât particularly enjoy that Ben is already being asked to go back. He hardly spent any time at all with Rex! And all of his hard work at lifting Benâs mood has gone to waste. He also doesnât appreciate that everyone is ignoring him.
âDoesnât Ben get a say in any of this?â Rex asks the room. Gwendolyn and Kevin turn towards him like they forgot he was even there.
âSorry Rex, but Iâm sure you understand the importance of Benâs position,â Gwendolyn replies. Rex huffs. He knows damn well how important Benâs position is. But he never gets a break. Rex knows this from how sparse Benâs texts are.
Benâs sixteen. Sure, Rex at sixteen was way less experienced in combat as Ben currently is but to have only one person be able to handle every major conflict in the universe? At least Rex has Six to have his back. Gwendolyn and Kevin used to have Benâs back but theyâve, what, retired now? And Rook, as far as he could tell, isnât made of magic like Gwendolyn. Heâs just a well-trained soldier. Heâs no where near Sixâs caliber! Ben is all alone in his universe trying to hold it together and for what? Thereâs no end goal it seems. Not like with what Rex had going on. Rexâs entire job was to cure EVOs and heâs done that already. Is Benâs job to take care of intergalactic conflict every day, every hour, every minute until he dies? Rex canât help but feel sorry for Ben. He thinks heâd crumble under that much responsibility resting on his lonely shoulders. In fact, he ended up falling out of the sky from exhaustion when it was just him and White Knight protecting Earth because of the sleep sickness. If Ben's job is anything like that, no wonder he ran away.
Gwendolyn must take his silent rumination as resignation because she offers him an apologetic smile before ushering Ben towards the portal. Rex searches Benâs face for any resistance or- or- hesitation or something! But all he sees is how exhausted he is. Whatever fight Ben had in him just bled out.
Rex watches Ben step into the swirling energy and Rex feels his heart ache. He takes a single step towards him, which has Ben faltering before the portal. Ben flashes him a weak, tired smile before he disappears. Itâs not long after that Gwendolyn and Kevin walk into the portal without even a glance in Rexâs direction and quickly blink out of existence.
Rex drops into Benâs chair and drags both hands down his face before hanging his head. No wonder Ben ran to this universe. He has no where else to run to. It really puts things in perspective and Rex really hates how small he feels in the grand scheme of things. But then again, didnât he always feel small? Didnât he always feel insignificant? Rex shakes his head and straightens his posture. He glances towards the table and realizes that Ben took the electrolyte drink with him to his universe. He sighs with a slight smile on his face before getting up to tell Six and Holiday that Ben had gone home. But Rex is confident that Ben will return sooner than later and that Rex will be waiting for him with open arms and a warm, solid embrace. Someoneâs gotta catch the hero of the universe and it sure as hell doesnât seem like anyone in his is going to.




