Author's Note: Okay, then. I might as well explain this. I recently became immersed in FusionFall again, and now I've started to write this fanfiction about it. It is... essentially taking FusionFall and casting it into the deepest pit of dystopia that my imagination can generate. It contains most of the CN cartoons, but I'll be focusing more on a few key ones. There will be several plotlines going on at once.

Also, this contains a bit more than FF. Heads-up, I'm mixing up Ben 10 with some Grim Tales from Down Below ideas. If you want to understand the madness I'm putting him through, see if you can check out the comic by Bleedman. I'm also introducing some dark backstory and bizzare, pulled-out-from-my-insane-imagination mythology. Added to that, this is DARK. the world has pretty much gone to HECK and on top of that, the heroes are getting laid down.

I might put more info on my profile later, but this is the summary of what I'm planning on. Now, enough of my rambling! On with the story!


CHAPTER ONE

Black.

Benjamin Kirby Tennyson, Wielder of the Omnitrix, one of the chief commanders of the World Protection Agency and galaxy-recognized superhero, could only see black. But he remembered how he'd gotte into this void, hovering in nowhere. He remembered...

He could still feel the heat of battle, see the pools of blood, practically inhale the scent of outright fear in the air... he could still see the Beast, looming overhim, reaching towards him with the intent of ripping him to shreds...

But she had stepped in fron of him. Sandra White, a recruit who had fairly quickly worked her way up the ranks of the WPA to become a Commander's Assistant. Specifically, his.

From Day One, they had established a manageable routine, for official business at least. During their down-time, she... could become very annoying. But, apart from those two things, they had plenty of other things to worry about. If they started arguing about what to do with ther little battalion, it would starrttaxing on their sanities.

Instead, they barely interacted during the business of war and combat. Sure, at that particular time they had an official respect for each other, and she was nice at times but nothing else was going on! No matter what the gossippers insinuated.

The point was, nothing serious. Nothing at all.

Then she willingly got dismembered in his place.

He saw her getting carried up; she could dismantle the darn thing if she was angry enough. She stared at it, determined, her fierce expression mocking it, daring it to do its worst. She was going to end it. She would. She'd played the 'Damsel in distress' ploy on several monsters, and she ended up ripping them to pieces in the end.

But then a clawed tentacle came out of nowhere, getting right in his face... ... and taking his right eye with it as it retracted He yelled, stumbling to the ground. He was half-blind, he had an empty eye socket and oh dear God, THE BLOOD WAS RUSHING OUT, THERE WAS SO MUCH BLOOD, OH GOD-

-and then a second, louder meaty rip came from above. A leg fell on the ground before him, the tissue spilling out of ont end, dripping red blood onto the ground. A well-abused neaker along with the leg of the faction's 'Plumber' uniform.

Her battle-tentacles came next, twitching as green blood dripped from them. He raised his head up, and it felt as if it was in slow motion. Sandra looked down, her expression trying to be strong but failing, pleading, crying...

"SANDRA?!" His vocal cords choked out her name, strangled though they were.

"BEN, RUN!" Red and green blood dripped out of her mouth, onto her chin, choking her slightly. "GET OUT OF-"

-her arm was ripped off, cutting off her statement with a scream. Second leg, with more tissue; some things that looked suspiciously like organs and bone protruded from one end.

More tentacles.

More blood.

Red and green blood.

Black and green tentacles.

Rips.

He continued staring in shock. Her face was covered in blood. The agony in her eyes was heartbreaking. Unshed tears shone, but she was too proud to let them out. She'd be brave, 'til the end.

Then the rest of her was dropped, directly into a pool of her own blood, a bizzare mix of red and green, pointing her out as somone with supernatural powers.

Maimed, she looked at him, begging him to end her misery...

"Why?" She was just a recruit, maybe a fangirl, but still. Dying in his place, for nothing? No... that made no sense, why would she do that?

She seemed to hear him. Or maybe she'd guessed.

She morphed, her appearance shifting to a more familiar one. Gray eyes became green, a teenage body turned to an adult, the one remaining arm supporting her. Black hair became blonde, the face changed to one that was even more familiar to him...

"M-mom?" His mother. His mother was dying in his place. Then it hit him, things about "Sandra White" that he'd noticed.

She had come, fighting beside him from the start. In battle, always clear-headed, in planning convincing him not to risk himself too much. Everything apart from battle and planning, she was there to push him. Watching him, taking care of him. They'd had a very brother-and-sister-like dynamic, like he and Gwen had had when they were kids. He'd never suspected it, not for a second...

She'd always teased, joking around. But despite all that, if he did anything that could potentially be risky, she jumped on his case. It had gotten to the point that the mocking phrase, "Who do you think you are; my mom?" had come as one of his favourite retorts to her incessant nagging. She'd never replied to that; at times she looked away, almost as if she was hurt...

"Mom... I... I..." Ben Tennyson had sworn to protect people. Sworn to protect the planet Earth. Sworn to protect them, no matter what. He was even planning to see if he could get some interplanetary patrols later on, when he was older.

And here he was, looking at his mother. He couldn't even protect his own mother, and here he was, parading as a superhero when he couldn't even protect his own family, for God's sake!

Sandra Tenyson watched as her son broke down, his tears mixing with blood ans sweat as he grit his teeth, no doubt blaming himself...

Selflessness. Both his greatest strength and weakness.

"Ben... listen to me..." He looked up.

"Mom, I'm so sorry..."

"Don't be. I wanted to protect you and make sure you were safe. I did, and you are safe."

But... But you're gonna die... it's all my fault..."

"Stop that," she hissed. Her teeth lengthened into fangs and her eyes glowed an ominous green. "None of this is your fault. I bargained for this. I knew that I could die. It was my choice, Benjamin."

"...it should be me dying, not you..."

"No. Even if you were dying now, I would be doing everything I could to save you." Her features returned to normal. "Ben... forgive yourself. You cannot save everone."

"But... But I..." God, the boy was taking it much harder than he was supposed to. If she didn't do something soon, he would hold this as his fault as long as he lived...

She felt a twinge. Her time was running out. A rumble shook the earth. And that thing was still there. She had to remember that.

There was no time. She could either explain beforehand, or just do it. Another rumble. No explanation. Nergal could handle it. She needed to do it, and do it now. Luckily, Carl wouldn't know. The clone was an exact copy. Ben would know that soon, but the additional mental scar tissue...

Not like she could do anything about it. Her decision was final.