A/N: Got interested in Generator Rex lately and I remembered how much I loved Rex and Noah's relationship. Just wanted to contribute to the fan base a little, so here's my AU of the story. Enjoy. May be a one-shot but might update later on. We'll see. Also will be friendship, but they'll be pretty devoted to each other. Loosely based on Zimmy and Gamma's bond from Gunnerkrigg Court. Also, the boys are eleven in this chapter.

This story has been beta'd and approved by Bramblerose4, whom I thank very much for her help.

...

Worlds Colliding

The world had been abruptly changed, transformed into a wasteland by the explosion of the century. The Nanite Event, as the people have been calling it, was the closest thing reality had come to the apocalypse. Half the population injured or killed, the other half Evos, most uncontrollable and primeval. Providence had been working overtime for years, attempting to dilute panic and offer protection.

Six walked through the deserted streets, keeping his eyes and ears clear for any activity, dangerous or otherwise. He and his partner were sent to locate survivors after a report of some giant Evo machine about nine months ago. After a series of debates with the higher-ups, they'd finally sent out a platoon to search, each team given a section to examine.

After a run-in with a nasty jaguar-like Evo, they'd been separated and forced to do their jobs without any immediate backup. Then, somehow, all the machines had fried out, so no confirmation on the other members' whereabouts or well-being were provided. Now the agent walked through the streets, his sword at the ready, a feeling of impending danger overhanging. He could only hope that both he and his partner would make it out okay.

Six sighed as he thought back to what Holiday said, about another way to help them that doesn't require dissecting or killing. Despite his overall nonchalant attitude, that had been on the forefront of his mind for the rest of the day. A more humane and efficient option. A cure.

He could imagine what such a thing would bring to the public. The possibility of getting their loved ones back, of being free of becoming mindless animals waiting to be put down. A cure could give the world something it lost a long time ago. Hope.

Deciding then to get back to work rather than daydream about impossible things, Six looked around, carefully analyzing everything he could see. Dirty air indicated a tainted environment. Scratch marks and scrapes in the dirt suggest struggles of some sort, most likely from an Evo and its victim. Broken windows and quietness of the area meant this section was abandoned. Between what was salvaged by the victims and destroyed by Evos, there wasn't much left... Wait.

Six turned back to find an abandoned factory, looking rusted and a century old. Just as he noticed in his peripheral vision, he saw a wooden barricade on the door, too thin and hastily made to have been anything but recent. Perhaps some survivors?

Walking up to the temporary blockage of weak plywood and frail tree branches, he used his leg to kick it in, knocking most of it down in one move. He carefully stepped through the doorway, taking a moment to search the area. It was an enormous place, the conveyor belts, and boxes confirming the previous use as a package delivery service.

Six took a moment to look around from where he was standing. "Anyone in here?"

...

Rex wasn't sure where he was. Everything was a blank, his name the only thing he was entirely confident about. It was like he'd woken up in the middle of a disaster, the area around him clustered with crumbled buildings and decaying plant life. It was also too silent, as though he was the last person on Earth. Or at least, this city.

It'd been a few weeks, or maybe months since he became aware of his environment, and he hadn't run into another human being once. Most of his days were spent dodging wandering Evos and searching the ruins for food, clothes... Basically, anything to survive. As of now, he'd only found bits of food here and there, but not enough to survive for more than a few days at most.

Now he has just wandered around, beginning to lose any hope of finding any other victims or any substances to survive. It had gotten to the point where everything blurred together, making everything seem like an illusion.

Then, he heard a small commotion behind him. Rex quickly turned around fear at being tracked down by an Evo at the forefront of his mind. He was ready for a dead animal or a disfigured person.

What he saw instead was a blond haired boy with blue eyes.

...

Six proceeded in his explorations of the abandoned building, keeping a steady hand on his weapon and having his eyes darting around every corner. He felt vulnerable, half confident of activity in the area, yet not sure if it was hostile or docile.

Using the light shining through the windows, Six walked to many corners, taking quick glances to ensure that it was empty. Just as he was ready to give up and head towards another section, he heard the clear sign of the scraping of shoes. Sneakers, most likely. And it was coming from the section below him.

Running to the railing, Six quickly flipped over to land expertly on his feet to the area below, which was basically a floor of steel. Perhaps someplace to load cargo and such. "Who's there?" He demanded. After a moment of quiet, Six heard it. Breathing of one-no, two people. And it was happening in the section to his right. Taking his flashlight to the area, he shined his light around until he saw it. Or, should he say, them.

...

"Don't worry, Noah. Even if we are both alone, we can be alone together." Rex said soothingly to the blonde, who was currently crouched against a dirty building. He internally cheered as a smile appeared on his new friend's face.

Holding one of his hands out, the brown-skinned teen continued, "We can work together from now on. And I promise I won't let anything happen to you." Rex vowed, looking imploringly at the pale-skinned teen. After a moment of transparent debate from the other kid, Noah delicately put his hand in Rex's.

...

Leaning against the far right were two boys, roughly the age of teenagers. One was black-haired with brown eyes, skin the color of chocolate and dressed in an outfit of a red jacket with a black T-shirt and blue jeans, who was attempting to shield the blonde boy with blue eyes, pale skin and was wearing a dark green coat over a brown shirt and murky-brown cargo pants. Both looked more than a little roughed up and dirty. The brown-skinned boy had his arms held out to the sides, trying to block his friend from view.

"You stay away from us!" The human shield yelled, sending an intense and angry glare in his direction. Six took a moment to analyze the situation in front of him. It was evident these boys had taken refuge in here for a short time, two weeks or even a couple of months ago. They probably met each other recently and have been working together to survive. They chose this broken down factory as a means to have a stable shelter, and for recovery, he thought, noting that the blonde boy was holding his wrist close to his chest in a peculiar fashion. As soon as he realized Six's attention was on him, the boy blushed, ducking his head down, so his bangs covered his face and to further avoid eye contact. And then he was completely blocked from view as the boy in front of him moved to adequately hide him from the agent's vision.

"Whoever the heck you are, turn around and leave us alone," The black-haired boy sneered, looking as though he was seconds from attacking while blonde stayed huddled behind, visibly shaking with fear. Making a quick decision, Six sheathed his swords and held his hands up in a typical "exposing the palms to ensure you mean no harm" fashion.

"Relax. I mean you both no harm. I'm here to help. Your friend could use some first aid, and I'm sure you could benefit from some food." Six said soothingly, or as soothing as he could sound while his voice remained stoic. At that moment, the brown-skinned boy's stomach rumbled quite loudly, bringing out a blush from him and a small laugh from his blonde friend. He was quickly silenced once the boy sent a heated glare in his general direction without actually taking his eyes off Six.

"I'm apart of Providence. We'll do all we can to help you both. My name's Six." The outspoken kid snorted at that, a smirk on his face. "Six, huh? What, your parents couldn't just settle for an average name, like Mark or John?"

Rather than indulge the kid, Six asked, "Who are you two?"

The kid confidently said, "Name's Rex. This is Noah." He pointed to the boy behind him who was now peeking from behind Rex to stare at him. Nodding to himself, Six got out his medical equipment as he walked towards the two boys. "Let's patch up your friend and then we can find a safer place for you two."

...

After Noah's wrist was wrapped, under Rex's careful watch, and the two were fed a few pieces of food from his emergency kit, they were all on the move, creeping forward in a single file matter as they worked their way to a safer place. Which would have been easier if the kid, Rex, would stop talking.

"So, is that sword for real? Are you like a ninja? Did you ever kill with that sword? How'd you find our hiding spot, by the way? Is this Mexico, because the first words I ever spoke were in Spanish!" He fired questions as though his mouth was a pistol, and didn't seem as though he would stop at any time. His friend, at least, knew when it was time to stay quiet. Not that he'd actually spoken since Six had encountered the two, though it was probably due to exhaustion if the clear bags under his eyes were any indication.

"Hey, why are we sneaking around like—?" Just as Rex was asking another question, there was a sharp sound up ahead. Moving quickly, Six ran his hand over his mouth and crouched against the corner of the wall, motioning Noah to come beside him with his head. After the blonde was next to him, Six turned back to look for the cause of the sound.

"Dude, you're hand smells like monkey breath, that's gross!" Rex complained in a muffled voice. Six ignored him, too distracted by the sounds of animals very much close by. The kid, Noah, gave a small smile to Rex's observation.

"Why don't you call your home base or whatever. You know, HQ or 911?" Rex inquired as he moved Six's hand from his mouth. "Or, you know, anyone helpful?"

"All the machines have been made obsolete, so we're on our own. And honestly, even if they could get here, they would take too long and we'd all probably be in an Evo's stomach right now." Six replied, still on the lookout.

"Hey, hey, he said probably," Rex said soothingly, and Six turned to see the brown-skinned kid was talking to Noah, who suddenly looked very worried. "Come on, Noah. Worse we'll go through now is a long walk to a safe location. Right?" And here, Rex turned back to Six, seeking reassurance for himself and his blonde friend.

Six breathed sharply through his nose, trying to keep calm in this uncertain situation. "Don't you have a home I can put you two in? Mom, dad, maybe a grandma?" He was met with intense silence. He turned to see Rex hunched over, looking forlorn, while Noah put a hand on his shoulder in comfort. "Something I said?" Six drily asked.

Rex sighed as he answered rather roughly, "Besides my name, and a few months ago, I don't really remember anything. No family or old friends. I was wondering around aimlessly before I met Noah."

Six turned his focus to the other kid. "What about your friend? Any family?" Rex shot a hard look at Six as the blonde visibly flinched, moving his head down till his bangs covered his eyes from view, and leaning against Rex's shoulder.

"His dad's been gone a long time. And when this whole thing started, he was with his mom. And they were attacked by an Evo. She... She didn't make it." Rex explained solemnly, looking worriedly at the blonde as he concluded his statement.

"I'm sorry for your loss," Six said to Noah before he turned his attention to Rex, "but you're probably in shock. I should find somewhere I can hole you two up until I can get some help so we can get to Providence."

"What, want to get rid of us?" Rex questioned somewhat defensively. Six turned to look at him to set him straight. "Look, I'm separated from my team and friend, and I don't know for sure who's dead or alive. The last thing I need is for anyone else to be hurt or to be slowed down." Scooping the two boys up with his arms, Six quickly moved forward, partially opening the door with his shoulder to take a look.

Once he had determined the environment was evident, he moved to where the base of operations Providence had set up should have been. But it was devoid of any of the people or machines they had set there. Only faint footprints and tire marks were left to prove anything had been there. Placing the two down, Six moved forward, noting that all the vehicles had been driven away. Which hopefully meant there were no severe casualties.

Turning to address the two teens, he said, "Look, our destination isn't too far, so try to remain calm and quiet. We'll be somewhere safe soon, and then we'll do what we can to find your family, Rex." He said as reassuringly as he could. Then he moved forward to lead the two away from the site. Not long after they had started running, they heard the clear sound of loud growling and frantic shuffling, practically coming from all around them.

Six turned his head to look around, while Rex asked, "What's making those sounds?", The blonde looking apprehensive as he held on to Rex's sleeve. Just as they were halfway to more cover, the shuffling grew louder, revealing an eyeless wolf-creature with sharp teeth. It gave off a roar and lunged at the three of them.

"New plan: You two, run!" Six ordered as he pulled a sword out and faced the Evo. Rex didn't need to be told twice. He grabbed Noah's wrist and took off running, half-dragging the blonde behind him. Meanwhile, Six was struggling with the creature. After it had sprayed some noxious and slightly burning liquid on him, it quickly took him down, temporarily paralyzing him and leaving him utterly vulnerable to the creature's sharp teeth.

"He'll be fine, Noah, we have to get-" Six could distinctly hear Rex's loud voice as he tried and failed to argue about something, then gave off a big, exaggerated sigh. "Fine!" Then he was unmistakably hearing the sound of someone rushing towards him.

"Hey, ugly! Leave him alone!" Rex screamed, slamming his right hand on the Evo's chest before Six could do more than sit up. Just as Six prepared to jump to Rex's defense, he watched in complete shock as Rex's hand lit the body and the creature slowly, but surely regained a human form. He could only stare with his mouth agape as Rex turned to where his friend had taken refuge, shaking his "contaminated" hand as he loudly complained. "Are you happy now? That thing probably gave me rabies."

After the kid had finished grumbling and rubbing his hand to get rid of non-existent germs, Rex finally noticed Six's staring. "What?" He demanded.

...

After that crash course in danger, they all quickly made it back to Providence. Six took the opportunity to immediately check on his fellow workers, including his best friend and teammate.

"Glad to see you're still kicking, partner." His brown-haired friend greeted him as they walked through the room full of caged Evos, a smug smile on his face at their apparent survival. Six could only grunt, relieved to see everyone was unharmed but slightly annoyed with the nonchalant attitude his friend was exhibiting. Just as his partner started to complain about not finding anything else to rip apart in the lab, they heard the unmistakable sound of one of the cages being opened.

The two men turned to see the repeat offender, Bobo Haha, was out with the two boys Six had almost forgotten about in his relief. Noah was looking worried, tugging on Rex's jacket, while Rex was talking to the chimp. "No, I don't know where the keys to—" Then the brown-skinned boy stiffened, looking to see Six and his companion staring at him.

Just like that, the two soldiers sprang into action, White moving the chimp back to his cell, while Six pulled the two boys to the side. "Hey, not so rough!" Rex complained with annoyance, ripping Six's hand off of Noah and then rubbing his own shoulder.

"What are you two doing in here?" Six heard his partner demand behind him, sounding angry and suspicious. Just as Rex opened his mouth, to probably say something curt or sarcastic, Six quickly interrupted. "They're with me," he explained, "I found them out in the field. I wanted to have a friend check on them quick."

Despite his friend squeezing his face in frustrated disbelief, he still let Six and the two boys go, quietly noting how the two of them seemed unable to be apart from each other.

…

"So, not that I'm not happy to help fellow workers with their jobs, but why couldn't a nurse handle their injuries?" Holiday questioned with irritation as she wrapped up a few injuries for the brown-skinned boy. He continuously groaned and complained about going to a real doctor, while his blonde friend was silently complacent. Just as turned to study some research, she heard the unmistakable sound of a nearby cage door opening.

Holiday turned to see Six wrestling a big-eyed bluish gray Evo towards them. "What are you doing, Six? This Evo is scheduled for processing." Ignoring the doctor's assistant, Six brought the Evo in front of Rex. "Show her." He ordered.

After getting a small nod from Noah and releasing a put-upon sigh, Rex laid his hands on the Evo. Holiday watched in pure astonishment as the Evo became a human right in front of her eyes. "What… How, I—" she began to ask faintly.

Six, taking on a standard soldier position, explained as the boys came to stand behind him. "Meet Rex, Holiday. He's the third alternative, the cure, just like you hoped for." Holiday ran forward to hug him, unfazed at Six's awkward response or Rex's side comment of being "sick," which may have been for Noah's benefit, as he started laughing quite freely after that. "This changes everything. Thank you so much, Six."

…

Some time later, after a few test Rex had reluctantly agreed to, and a few he outrightly refused to comply with, the boys were asleep in bed. Well, Noah was in bed, which Rex had loudly demanded he have despite some soundless debate the two had, and Rex had a little cot on the floor.

"Boys sleeping now?" Six questioned as Holiday approached him. Sporting a warm smile, she responded, "Fifteen burritos and a bucket of hot sauce will do that. I can't wait to tell Phil about—"

"No." Six said flatly, stopping the thought before it could finish. "No one can know what those two are here for. Not everyone will like working with an Evo."

"Evos." Holiday corrected a slightly surprised and disappointed look on her face. "But if we don't get started now, more people will die while still being Evos because Providence doesn't know what we do."

"Trust me, if we time this wrong, it could end ugly for all of us. Including those kids." The soldier than paused as he realized something Holiday had said. "Wait, Evos? As in, plural?"

"Yes, Evos. That boy, Noah, is one as well."

"Does he have the same abilities?"

"No. It's quite complex actually. I can't really confirm or deny much of anything right now. I can tell you that the two of them are connected."

"Meaning?" Six questioned bluntly. Holiday rubbed her head in frustrated as she attempted to explain. "Well, notice how the two of them see to communicate without actually saying anything to each other? Their nanites are linked somehow, so they can 'talk' to each other just as easily as you and I are right now. They're connected on some level. Also, it's like Noah's nanites are in tune with the world around him. He seems to instinctively know what's good and bad. Not to mention, he's the only one Rex's actually listens to. Like they're dependent on each other somehow."

"Really?" Six said, managing to convey his skepticism with his monotone voice.

"Well, he didn't do those test for me!" Holiday exclaimed shortly, sighing as she moved back to her lab. "The two of them are Evos. And you're right, they will be caged and killed if word gets out." Another sigh followed the defeated speech. "Sometimes, I truly hate this war." As Six turned to go in the other directions, he was internally surprised to see his partner.

"What are you doing in the medical ward?" He asked flatly. "I thought to hated germs?" He could already tell his partner was here about the boys but made sure to be stoic and give him the benefit of the doubt. They were friends, after all.

"Made an except today. Anything I should know about?" His friend asked point-blank, his eyes moving to the door they had come out of. "No. Just another day at the office." Six quickly answered, retreating as fast as he could without looking suspicious. His partner grabbed his arm before he could get too far. "You know you can trust me, right Six?"

"I know." The solider simply answered, still leaving without a word about the cure and his friend, somewhat doubtful that things would end there.

…

Six didn't know how or why, but he knew something was up as soon as he had finished training. Something bad. Moving from his station to the boys' room, he was unsurprised to discover the boys were gone. Knowing exactly who took them and where Six started moving fast to get there before it was too late.

Just as he was almost there, he could both hear and see the lights fizzing out all around him. That can't be a coincidence, Six thought darkly, getting to the lab just as he heard his partner say, "Finish this quick. I want to know everything about these two." and the doctor reply, "Prepare for disassembling."

Moving into the room, Six asked, "What are you doing?"

Turning to face him with a stern and slightly betrayed face, his partner answered, "Not letting my partner lose his career over a bad call, is all." Six watched as the examination table turned to reveal Rex was strapped to it, obviously sedated and powerless. "Uhhh…Noah?" He mumbled dazedly. Six could see the blonde wrists were tied together, leaning against the wall in a drugged state as well.

"Thought I couldn't get your doctor friend to blab?" Six heard his partner sneer as he moved to stand in front of him. Ignoring him for now, Six moved around him to get to the boys. The good doctor stood in his way. "Your emotions are clouding your judgment, Six. With what I could get from this boy and his friend over there, it would allow me to create tools to inoculate the world."

"Why risk that? He can cure them the way he is now. I've seen it, and so has Holiday!" Six demanded. His partner spoke up then, "So what, we train him? Make the two of them one of us? Is that your plan for them, Six?" Suddenly, the two soldiers heard the sound of something metal. They turned to see a broken scalpel on the floor and Phil looking at Rex with surprise.

"What happened? I thought he was sedated, how'd that happen?!" Six's partner inquired. "I did." The doctor answer gravely. "It's his nanites. They're protecting him. But how can he—" Just then, a small mechanical arm came out of the brown-skinned boy, grabbing the doctor in a bone-breaking grip and throwing him away. Then several big machines and weapons started growing on his body, breaking away the resistants and freeing him before disappearing suddenly. "How'd I just—"

"One of us, huh?" Six's partner said mockingly as he indicated to the blonde. Six and Rex turned to see Noah's eyes were glowing white, the machines around him starting to haywire. Then the room around them began to become darker like they were back outside, in the factory Six had first found them in. But the alarms to alert Providence of a dangerous Evo were still ringing.

"Oh, no." Six heard Rex say, watching as the kid ran his friend. "Hey, Noah. Noah, wake up. You're changing the room again. Come on, stay calm buddy."

"What the heck is that thing doing?" His partner said, watching as the room slowly went back to the way it was before and Noah's eyes became its standard blue. Six could already speculate what had happened here, and he knew his friend wouldn't like it. Noah had nanites that were somehow connected to the world at large. Noah was the one who caused Rex's nanites to grow those robot parts and weapons from across the room. It seems the blonde had unique nanites, with the ability to distort the reality around them, or something to that effect. Another thing for Holiday to figure out.

"Enough of this." The partner said, grabbing his gun and holding it to the two boys. The two huddled together at the threat, Rex mostly shielding the blonde with his body as Six watched his friend fire a shot at them. Moving fast, Six got in front of the boys and slashed his sword in front of them, defecting the bullet. "No!"

His partner could only stare at him in angry disbelief. "What are you doing, Six? They're dangerous, you saw what the blonde did to just this room! And the kid could kill us all if he powers up enough. We have to destroy them before they destroy us." Firing another round at the kids, the brown-haired man watched as his friend once again blocked the bullet, sending it back inches from his head. Face turning grim, the two soldiers faced each other. "So, it's like that, huh?"And then the two faced off, gun against swords.

The boys could only watch the two fight with wide eyes, Rex doing his best to keep Noah in the present while also looking for an escape route. The blonde wasn't looking good, leaning against Rex in worrying exhaustion, the machines around them still going haywire for some reason. And the two loudly talking men were very distracting.

"Stand down, Six, now. We need you in this war."

"What's the point of winning the war if we can't live with ourselves after it's over?" Then it was gun-to-sword and hand-to-hand combat, with Six being knocked down by the other guy. After a severe round of kicks and punches, the man forced Six to his feet. "We're supposed to be friends, Six. They're freaks, monsters. What do you see in them?" Six lifted his head to see the two boys, watching him with fear in their eyes, although Rex still continued to guard Noah in the event the attacks started headed their way.

"Hope," was Six's reply, just before he twisted out of his partner's grip and knocked him back with the heel of his head, sending him crashing into a desk of computers. Then, another fistfight proceeded, with Six the clear winner. Just as he prepared to deal the final blow, the good doctor shot a tranquilizer at his back, sending him crashing to the floor.

"Thanks for talking some sense into him, doc. Now to finish this." The partner said, grabbing Six's sword and walking towards the boys. He stopped in front of them, towering over them with no sympathy in his eyes as the one called Rex continued to stay in front of his friend, feigning courage as he said shakily, "S–Stay back." Just as the soldier was starting to lift the weapon up to attack them, a separate alarm started ringing. The cycle was beginning.

"We're all going to burn," Phi declared before he ran from the room as the doors started closing around them. The partner turned to see the two boys being lifted up by some grabbing machine, courtesy of Holiday.

"No," he hissed, taking a look at his fallen friend just as he was starting to wake up. Moving fast, the partner grabbed Six and threw him out, just as the doors closed, and the procedure was ready to start. Six got up, pressing his hands on the glass as he looked at his trapped friend. "Why?"

"I know what side I'm on." Were his partner's final words before he was screaming, the room filled with blinding light. Six grabbed the doctor's collar in desperation. "Can't you do something?"

The doctor looked remorseful as he gravely explained, "Once the cycle starts, it's impossible to shut down." Just then, the cycle stopped, the lab returning to the state it was in before the trouble had started.

Holiday and Bobo Haha turned to see Rex holding his hand to the console, Noah standing behind him. "Impossible? Yeah, right."

"How'd you—" Rex interrupted somewhat arrogantly, "Told it to shut off, it did. Happy?" He directed that last snappy question at Noah, whose only response was to hug him securely around the neck. Rex could only blush while also trying to act like he didn't care for his smiling audience.

…

Later that day, as Six watched the two boys and the monkey play in the training room, he heard back from his partner, now called White Knight. "How's the training going?"

"Slow." Six answers, ignoring the mocking tone Knight had adopted. His former friend replied, "Not all you hoped they'd be, huh. Still, who would have thought the gentler approach would appeal to more people. The idea of a cure being available has gotten Providence funding and good PR. Your new proteges, or at least one of them, may be the best thing to happen to this operation. Funny, I'm stuck in this chamber as the new poster boy of Providence and the last pure human left on earth, because of you. I suppose I should thank you."

"I promised him I'd find his family. For the both of them." Six countered.

"Whatever keeps him happy and obedient. Just remember, the slightest sign of turning into that thing again, it's on you." Six looked up to see that Rex was being held down by Bobo Haha while Noah was laughing. Despite the ominous threats against them, the future was looking pretty bright from where he was standing.

…

So, what do you think? Next chapter, Kwenyn Jones will be the Noah of the original Generator Rex, someone to befriend Rex and Noah and make them complacent for White Knight. Give me your honest feedback and I will work on the next chapter when I get the chance.