Disclaimer: I don't normally write fan fiction, actually I don't normally write at all. These characters are not mine; I claim nothing but the twisted inspiration for this tale.

These events take place years after the end of the series. As I am not the creator I consider them completely OOC.

-Prologue-

Dib doodled lightly in his note book, sitting through another boring lecture in his Cultural Awareness class. He was wearing his customary black trench coat with simple black trousers and an E.T. T-shirt, all of which hung loose on his thin frame. His hair was longer than usual hanging down to his nose and it had a bad habit of falling behind his thick black glasses. He sighed heavily, brushing some hair from his eyes, Miss Hornsby had an annoying tendency to drone off topic for most of her lecture period. Ever since he started college two years ago he had classes like this. Required for his degree in Astrophysics, they had nothing to do with his higher education. Suffering through them so he wouldn't have to repeat in later years was his only real option. He finished his hundredth sketch, examining the tiny rocket he'd drawn. Ever since he was little he had been fascinated by the unknown. But then his whole life had changed, he met his first alien. Zim, they had battled when he was younger. For almost two years he had stopped Zim from taking over the earth, until the fateful day they had moved.

He originally expected it to be mere weeks before Zim was in the papers leading an armada against the earth. But nothing had happened, it had been years since then and still not a peep. He guessed his little sister Gaz had been right about Zim, far too stupid to be any real threat to the earth. But seeing the alien had driven Dib to advance his studies into space. Now he knew that there was other life out there and he had to do something to prepare the earth. Not all intelligent life would be as harmless as Zim.

Dib glanced around as the other students began grabbing their bags and getting up. Realizing he had spaced out once again he gathered his things and wandered out onto the campus. He was living in Los Angeles now, a drastic difference from his home town. His dad had gotten a job offer from a major research center out here so they had been uprooted. Gaz never really fit in even back home, but it had gotten worse. She had become more and more aggressive, getting sent home for beating other students and fighting with teachers. If the principle hadn't been quite so scared of her she probably would have been expelled. At first Dib had wanted to help but he never really knew how to relate to Gaz, she was always a mystery to him. Dib found a stone bench near the school park and took a seat.

He pulled out his notebook to try and study some of the material from class, but realized the only thing he had done was doodle. Silently berating himself he tossed the notebook back into his pack. Taking a minute to watch the other students as they passed he couldn't help slipping back into his memories. It had almost been three years now since father had passed away. Dib remembered that night vividly, it had been storming all day so he and Gaz were chilling in their rooms. When there came a strong knock at the front door, he even remembered that it felt wrong. Gaz had come out of her room no game slave to be seen and a strange look on her face. Dib answered the front door, a man in a fitted black suit was standing there holding a simple note out for dib to take. Once he grabbed it the man turned around and walked to his car. Dib remembered being puzzled at the strange behavior.

Gaz had spoken softly, almost too soft for him to hear "what does it say?" that was when he read that awful note.

Dear Mr/Ms Membrane,

We regret to inform you that Professor Membrane died today in a lab accident. You have our condolences, all arrangements for his funeral will be handled.

He had to read it several times before what it said actually registered with him. The rest of that night had blurred over time, he remembered crying and falling asleep at some point. But that note was burned forever into his memory. He never told Gaz, he couldn't speak at the time. She had just grabbed the paper from his hands. She never cried but he knew it had destroyed what was left of his little sister. After that day she rarely left the house and almost never went to school. While he tried his hardest to forget everything by immersing himself into his studies, she spiraled into a dark depression. A year later he moved out of their house and went off to college. He still visited ever chance he could, but she rarely spoke more than a few syllables to him. Over the years he kept trying to snap her out of it, enrolling her into programs and counseling's. She hated them all, and had let him feel her wrath each time. That was until he signed her up for a martial arts class. The prospect of hurting people physically had always appealed to her.

She had gone to the classes reluctantly at first but soon that became her life. She began using the inheritance that father had left her to sign up for every type of fighting she could. Dib was glad that she was getting out of her room but he wasn't quite sure that learning new ways of hurting people was really the best thing for his slightly psychotic sister. But he couldn't really argue with progress. Dib shook his head, too much thinking and too many memories. He stood up, slinging his pack over one shoulder, it was about time he went back to his dorm room. On the way there he passed the mail room, requesting any mail from the clerk he was handed a considerable pile. He ruffled through them as he climbed the stairs to his room, most of the letters were for his roommate but he saw one small envelope addressed to him. He got to the door and punched in his key code, stepping into the shared living room he tossed his pack onto the couch and his roommates mail onto the coffee table.

He investigated the strange small letter, it had no return address. He peeled it open to find a small folded note inside he read it once then had to go over it again to ensure he wasn't losing his mind.

They are coming.

Zim.

-End of Prologue-

-Chapter 1 Changes-

Gaz woke up to her alarm, exerting immense self control she slowly and deliberately grabbed the alarm and turned it off, setting it gently back onto the nightstand. Her first instinct was always to smash the damn alarm against the wall watching it shatter into hundreds of tiny pieces. But the temporary joy that would bring would be squashed later as she was forced to go purchase another and set it up all over again. She took a few deep breaths, her chest rising and falling gently under her shirt, before tossing the covers off and sliding out of bed. She glanced into the mirror, frowning slightly at the girl she saw staring back at her. She had always thought that once she turned eighteen she would change, she wasn't naive enough to think it would be something drastic. But she always hoped she might at least grow an inch or two. At five foot four she felt downright puny, even her pathetic older brother had made it to five foot ten.

She took some solace in the fact that her body may be small but her muscles were developing beautifully. Standing still you couldn't really tell the difference between her and an average young girl but once she flexed the clear lines of definition formed on her muscles, and her boobs were actually getting pretty big too. She tossed her shirt onto the floor with the rest of her dirty laundry. Walking over to her dresser she grabbed a clean set of underwear, her favorite set of matching skull bra and panties, before looking through her closet for something suitably dark and foreboding. She selected a simple black tank top and a short purple and black skirt with ripped fishnet leggings underneath and a short black leather jacket. Grabbing her black sneakers she went downstairs, rustling her hair to give it a slightly crazy look. She had discovered early that boys tend to stare at girls who care too much about their appearance and she had gotten into enough trouble hurting dumb little boys for staring too much.

So now she just looked a little insane and boys were usually far too freaked out to bother her. As far as she was concerned the less people bothered her, the better. She went into the kitchen, debating making breakfast until she remembered that it was after noon. She shrugged and grabbed some cold pizza from her fridge and wolfed it down on her way to the TV. She clicked it on just in time for her new favorite show, A Thousand ways to Die, to start. She never set her alarm for anything less than her shows or her fighting. She was a good ten minutes into the program when she heard an incessant banging on her door. Suppressing the urge to destroy whoever was on the other side she just turned up the volume on the TV. The banging continued, louder and faster with every passing moment, until she could stand it no more. Punching the power button on her television she stormed over to the front door, almost ripping it off of its hinges as she growled "What do you want."

Dib pushed right past her, not even noticing the waves of fury flowing out from her body. Dib began yelling frantically "You-need-to-pack-right-now-there-is-no-time-to-ex plain-all-i-know-is-that-something-bad-is-happenin g-soon-and-its-all-Zims-fault-" Her fist slammed into his chest, knocking the wind out of him and dropping him to the floor. Gaz's temples were throbbing as she tried to master her rage, her brother always brought out the worst in her.

Gaz "Calm the fuck down, and speak slowly before I break your damn skull dweeb."

Dib, tears streaming down his face, tried to stand as he wheezed in gulps of air. He tried to speak for several moments before giving up. He pulled a small note out of his pocket and handed it to Gaz. Her fury finally calming she grabbed the note and read it out loud "They are coming, Zim." She flipped it over looking for more writing her customary scowl never left her face as she asked "Is that it, what does it mean?"

Dib shook his head "I don't know. It just came in the mail yesterday, I told my teachers you became seriously ill and I had to leave. Gaz he must have called his people. The invasion is coming and Zim will destroy us all!" Gaz motioned as if to slap Dib, he cowered and shut up. She thought for a moment "there is no way that idiot could destroy us. This is just him trying to get back into your old games." She wasn't sure she believed what she said, but it seemed like a plausible explanation. She thought back to Zim, how stupid he had been with his obvious green skin and those weird teeth. Nobody could ever fall for his disguise, well at least nobody with a brain. She felt a strange sort of nostalgia thinking of Zim, it felt like better times, innocence and ignorance. She noticed Dib shaking in front of her, fear plastered on his face. She rubbed her temple with two fingers, tossing the paper onto the table. Gaz "Fine, what do you want to do about this dweeb."

Dib replied, shaking like a leaf, "We should go find some sort of old abandoned missile silo, stock it full of canned and freeze dried food. Then lock it and wait the invasion out." Gaz couldn't decide which infuriated her more, his ridiculous idea or his moronic smile. She grabbed him by the front of his jacket, pulling his face to within an inch of her own "If you ever utter anything that stupid again I will send you into oblivion. Now we are going to go over to Zim's place and you are going to ask him nicely what the Hell is going on." Dib tried to protest but Gaz just dragged him out the front door. She roughly slammed him into the passenger door of his geo metro and made her way to the driver's side. Looking pretty subdued Dib sat in the passenger seat of his own car rubbing his chin. Gaz cranked up some screaming punk rock on the radio as she prepared for the long drive to their old town.

Dib's face and chest were still sore almost two hours later when they arrived at their old neighborhood. Some of his discomfort was forgotten as they drove past familiar streets and shops. They came to their old street and Gaz seemed to slow as they drove past their old house. Dib saw most of his childhood flash before him as he passed the home of his youth. Memories both good and bad began running through his mind, most painful of which were the few times he spent quality time with his father. It was strange since he never spent much time with anyone in his family besides Gaz, and he wouldn't consider that quality time, but their absence seemed to leave a gaping hole in his life.

He was jarred from his reverie as Gaz slammed on the brakes, "were here numbnuts." Her flat tone let him know her displeasure with this whole chain of events. Dib stared at his feet as he exited the car and walked onto the sidewalk, stopping just short of running into Gaz. He risked a peek and saw her staring in surprise at the house in front of them. He turned and his jaw dropped. He quickly double checked the area and the address, verifying that both were right. This is where Zim's house was but the house before them was, for lack of a better word, nice. Around the yard was a black iron fence, the front gate was open, the grass was freshly cut and green with no lawn ornaments to be found. The house itself was painted a light shade of blue and was missing the tubes and wires connecting it to the neighboring structures.

Dib thought aloud "he must have moved too." Gaz shoved him forward growling "We are not leaving until you at least ask." Dib walked cautiously up to the front door, wincing at every imagined defense that could pop up, but nothing happened. He rang the doorbell, waiting apprehensively. For a few moments nothing happened and Dib relaxed a little. Then from inside they heard a strange sound, it started like a high pitched whine but soon became clear.

"Wheeeeeeeeeee!" something slammed into the door "Visitors!" now something was repeatedly slamming into the door from the other side. Dib thought that voice sounded familiar but couldn't quite place it, plus he was getting a little freaked out by the strange slamming.

"Gir, the door opens inwards. You can't open it that way." Dib recognized that voice at once, it was Zim, he squared off his stance getting ready to confront the alien and demand answers. Girs giggling became softer as Zim called after him "Gir where are you, oh damn it." The door handle turned and Dib held his breath. Dib thought he was ready but the figure that greeted him stunned him into complete silence. Standing at what must have been six feet was an apparently human male, with black hair cut short and disheveled he had blue eyes and pale skin. He was wearing black slacks and white sneakers with a tight fitting T-shirt showing his fairly athletic body. They stood there for several moments, Dib and Gaz staring in utter silence while Zim waited patiently in the doorway. Finally Zim spoke "what do you want Dib-stink."

That settled it, this was definitely Zim. Nobody else referred to him using that name, and the disdain with which he spat out the words was all too familiar. He tried to form the right words but all that managed to fumble out was "Zim? Is that you?" Zim shook his head muttering "humans" before turning around leaving the door open "you two can come in." They exchanged a look before Dib hurried inside and Gaz followed, the door closed automatically behind them. Dib tensed waiting for some sort of ambush but after several moments of nothing Gaz shoved him to the floor, walked over him and sat gingerly on the couch. As Dib rose dusting himself off Gaz began playing her game slave.

Dib looked to Zim who was smirking, still a little wary of Zim's new look Dib asked "if you're really Zim then you will take off that disguise." Zims smirk was quickly replaced by a grimace, Zim "I would rather not." Dib blinked "What? Why not?" he crossed his arms "so then you aren't really Zim. I know, you are one of those robots he used to use to fool adults at school." Dib walked up to the now suspected Zim-bot and began poking his body, looking for obvious robotic parts, Zim grabbed his forearm. Zim "do not touch me, Human. Fine if you are too stupid to recognize the mighty Zim I will drop the disguise." Zim released Dibs arm and Dib took a few steps back. Zim grabbed his watch, clicking a few buttons and a blue field shimmered around his body. Once it faded Dib was once more surprised by what he saw.

Zim was tall and built just like his 'human' disguise with his customary green skin and burning red eyes. But there were some noticeable differences, mainly the large scar on the left side of Zim's face. It appeared like a large beast had clawed Zims face, cutting from the middle of his forehead down to his jaw. Dib couldn't quite place what it was but something was very strange about the scar. That was when Dib noticed Zim's metal Pak was missing, Zib had definitely changed since the last time they met. Zim was wearing a skin tight suit with what looked like thin armor over his chest and shoulders, with gloves and boots made from a slightly thicker version of the same material. His outfit was black save for the armored or thicker sections which were a glossy red.

They stood there, across from each other for several moments before Gaz chimed in "Dweeb are you done oogling the alien, or did you not come here to find out whats happening with the whole earth invasion shit." She muttered something else under her breath but Dib didn't catch it, Zim on the other hand seemed to hear. It made him crack a small smile displaying some wicked looking fangs that Dib was pretty sure weren't there before. Dib "What the hell happened to you Zim? Or do all aliens turn in to scarred monsters after puberty?" Zim fixed him with a glare so full of hatred that dib was actually scared for a moment, Zim "your Ignorance no longer amuses me you lower life form. You will refrain from asking Zim such imbecilic questions from now on, or Zim will bring you to an early doom." For once Dib believed him and shut up.

Zim began to relax a bit once he saw that Dib had taken him seriously, much of the rage left his eyes and he sighed. Zim "I'm guessing you're here to find out why I sent the note?" Dib just nodded a yes and Zim continued "well that's glaringly simple isn't it? The invasion fleet is on its way. Before you start doubting, just follow me, I'll show you." With that Zim walked into his kitchen stopping in front of a large garbage compacting unit. Zim "I had to replace the toilet a few years ago, Gir had an.." he paused for a moment searching for the right words "… accident, with the fridge." Offering no other explanation zim pressed a green button on the garbage compactor, the front opened to reveal a cicular platform that could hold two comfortably but would be a little tight for all three of them.

Zim entered and motioned for them to join him, Dib stepped in first and pushed to the extreme opposite of Zim. This forced Gaz to get squished between the two of them, she kept her elbow firmly jabbed into Dibs ribs to show her appreciation. The door closed in front of the trio and the capsule started moving down. After a few layers of dirt the area around them became visible, the sides of the capsule were made of some sort of see-through plastic, they passed through dozens of levels. Robots were working in every section, all of them looked like metallic spiders. There were factory sections where robots made more of themselves, some sections where they made what looked like weapons and even small fighter ships were being mass produced. Next they traveled through what looked like laboratory's dozens of chemical and biological samples were stored in vast shelves lining the walls.

Dib was at a loss for words, and even his sister relaxed her elbow as they went deeper and deeper into the Earth's crust. Dib was glad he wasn't the only one amazed by what he was seeing. All this time Zim had been amassing an army and from what he could see Zim could easily take over the earth. So why did he call in the fleet? Dib was getting more and more confused by the minute. Hopefully some answers waited at the bottom of this endless underground base.

-End of Chapter 1-