Disclaimer: The characters belong to Cartoon Network, and Chip Morton comes from Lightening Bird's AU, and I'm just borrowing him.

A/N: This missing scene takes place during lightning bird's story 'Lie of Omission' which I suggest you read to understand this story. Also the dialog between Ben and the Professor is used with her permission.

Sitting in the back of the limo on the way back to DexLabs, Morton could not help but cast worried looks at his young employer. Dexter had not said a word since he had told the sergeant to call his father and cancel their night out. When he had told the Professor who they had run into, he told the blond to bring his son straight home. Casting another concerned gaze at the boy, Morton saw that he was staring out the car window, his face carefully blank. Most people would have thought the unexpected meeting with Max Tennyson had not affected the owner of DexCorp, but the former SEAL could see the turmoil in his eyes, and noticed the slight flexing of his hands. It made him wish that he could have done something more than just act as a barrier between Max and Dexter.

When Max had first approached them it had taken every bit of his self-control not to knock the (in his eyes) traitor flat on his back. When he realized just what Max had done to Ben- who Morton had truly come to like- only two things had allowed him to keep his cool. One, he would never cause such a scene that could come back to embarrass his employer, and two, Ben had asked Morton to let him handle the situation. Even though he knew Ben mostly meant the kid who had run into the middle of the confrontation that had been brewing, Morton also knew on some level the burnet also meant the rift that had formed between his best friend and grandfather.

As they drove into the parking garage of DexLabs, Morton pulled himself from his thoughts, and decided to try one more time to get Dexter to talk about what happened. He knew it would be bad for everyone if the redhead continued to hold in his anger. The blond also knew that he would feel terrible if he didn't try to help in every way he could, so just before Dexter opened his car door, Chip reached out and placed a gentle hand on the boy's shoulder. Most people would have been given the full force of the teen's wrath, (if they could get close enough to touch him in the first place) but the sergeant only got a slight tensing before the teen relaxed again and gave him a questioning look.

"Sir, about this evening…"Morton trailed off as Dexter gave a sharp shake of his head. Locking eyes for a moment, the sergeant could clearly see the churning emotions present and realized that his employer did not want to take his frustrations out on the older man. So sighing silently, the blond nodded and followed him to the elevators. Once they reached Dexter's floor, Morton walked him to his door and only when the teen waved his hand in dismissal did Morton turn and head to his own room. He needed to change out of this monkey suit, and then get down to the check-in station. He wanted to be there when Ben came. After all, the kid could probably use all the support he could get.

Once Dexter was sure Morton couldn't see him anymore, he allowed himself to slump the tiniest bit and reached up to tiredly rub at his eyes. Fixing his glasses, Dexter tried to pull the tattered remains of his control together as he punched in the code to his family's quarters. Stepping in, Dexter could see the Professor standing in the middle of the living room, his face full of concern and worry. Breaking eye contact, Dexter quickly realized that he was fighting a losing battle with his emotions. So he walked up to the man he considered a father, and in a move the Professor wasn't expecting, buried his face into his chest while wrapping his thin arms around his waist. The older man's shock only last a moment before he placed his own arms around Dexter and pulled the distraught boy tightly to him.

"Tell me what is wrong, Dexter. I can tell this is more then just seeing Max again," said the Professor, his tone gentle and coxing.

"He never told him!" Dexter raged, his form going rigid with fury in Utonium's hold. "Max never told Ben anything about his friend being in trouble. Reinrassig and his people could have died, and Ben would have known nothing about it. I'm sure Ben would have realized that there was nothing he could have done, but at least he could have given his support. That is what would have mattered most to Ben; being able to be there for his friends, but Max denied him even that! Just like he lied to you and denied you the chance to be here for me." This last part was said softly, fine termers going through the boy's body as he tightened his grip on his father.

The Professor took a moment to decipher Dexter's muffled speech before he gently pushed his son back so that he could kneel down at eye level with him. Staring into his eyes, the Professor was not surprised to see the slow burning anger, but he was shocked to see guilt and sadness mixed in with it. Knowing that there was far more to the story, Utonium placed his hands on Dexter shoulders and gave them a comforting squeeze.

"What else is there, Dexter?"

He felt Dexter stiffen under his hands before reaching up to adjust his glasses. Utonium was saddened to see him do this, since the boy had not used that particular delaying technique on him in a long time. Putting his hand down, Dexter was about to reply when the entrance opened and the Powerpuff Girls walked in.

Their cheerful air dimmed as they took in the positions of their father and brother and felt the tension hanging in the air. Just as Blossom opened her mouth to ask what was going on, Dexter pulled away from the Professor, and walking passed them, went down the hall and disappeared into his room. Turning back to their father, the three girls saw him staring worriedly after Dexter before he stood up and gave them a tired smile.

"Professor?" questioned Bubbles.

"Dexter saw Max at the science fair and learned some things that have upset him. Blossom, sweetheart, if you would please call the restaurant and cancel our reservations, I doubt Dexter will feel up to going out again tonight." Watching his daughters nod their acceptance, he started down the hall. He knew that they had questions, but he couldn't answer them, not when he still had his own to ask. Reaching the door to Dexter's room, he knocked loudly, waited a minute, and than entered, only to see Dexter standing in the middle of his well-ordered room, back turned to the door, his hands curled into fists. Closing the door, Utonium stepped further into the room.

"Dexter?"

"I doubted him," came the softly spoken, guilt-ridden reply. "For just a few seconds, when he greeted Max so freely and so happily, I felt so betrayed. I thought he was just like my parents, and that he did not truly care about me. Then…" Dexter turned to face him, and Utonium finally understood that not all of the redhead's anger was directed at Max, a large portion of it was for himself. "He looked so confused, and there was such genuine concern in his eyes for me. He's going to be hurt enough by his grandfather. What if I just added to it? What…..what if he doesn't want to be my friend anymore?"

Seeing how worried Dexter was and wanting to clear up this misunderstanding as soon as possible, Utonium took him by the shoulders and pushed him to sit on his bed. Taking the chair from the desk, he sat across from Dexter and reaching over, he placed the phone on the nightstand on speaker and dialed a familiar number.

"Hello."

"Ben," Professor Utonium said. "I'm sorry if I'm interrupting anything. Are you all right?"

"Yeah, I'm…." They could hear Ben sigh, and that sigh seemed to carry all the hurt, confusion, and weariness that he was now feeling. "I'm okay. I guess. How's Dex?"

Utonium couldn't help the small smile that appeared on his face. Ben and Dexter were so alike; both more concerned for others than themselves. Also he could see the small glimmer of relief and hope that had surfaced on his son's face.

"Hiding in his room. He's pretty distressed and from what he said happened, I figured you were probably in the same boat."

"Yeah, I've got a lot to think about."

"I'm sorry this interrupted our plans for tonight. I was hoping for the chance to talk to you privately about this."

Utonium had hoped to tell Ben first to spare his feeling as much as possible and to avoid any more stress being placed on Ben or Dexter's shoulders. Now he could only help to clear things up between the two boys.

"I…yeah, I think I need to talk, Professor. I don't want Dexter to think…I dunno. I don't want him to be upset with me."

Utonium frown to hear the uncertainty and slight fear in Ben's voice. He was smart enough to hear the unspoken, 'I don't want to lose my friend. Am I still welcomed there?' Judging by the look on his son's face he could hear it too, and Utonium just knew that Dexter would blame himself for Ben's doubts.

"Don't worry, Ben," assured Utonium. "He isn't. You're welcome here whenever you want or need Ben. You know that."

"Can I come tonight?"

"Of course. We'll be here in the suite. We'll see you later." As Utonium hung up the phone, he felt glad that he could give Ben a small relief from the strain he must be under. Looking over at Dexter, he could only sigh at the look he saw on the boy's face.

"You're going to brood, aren't you?" Utonium watched Dexter's head snap up in his direction before he looked away, and gave a small nod. Sighing again, Utonium slowly stood up and replaced the chair under the desk. He knew that for once he wasn't the one that could make things right for his son. Dexter needed the reassurance of an alien-device welding brunet that he hadn't ruined a friendship he valued highly. He also knew Ben would need the same thing from his son, though neither one truly needed to worry about such things. They both balanced each other out one's weakness was the other's strength, when one needed support the other was there to give it no questions asked. Yes, Utonium knew it would take more than this little misunderstanding to ruin so valued a friendship.

"Since I know my comfort is not what you need right now, I'll give you this advice. Some people deserve to feel guilty. Some people do not." He caught Dexter's eyes as he stressed the last word. "For those people, they have done nothing to feel guilty about, and should not take up the burden that belongs to those that have done something. Also most people are not worth the effort or time it takes to be angry with them." Reaching out, Utonium pulled Dexter into another hug, and dropped a kiss on the top of his head.

"I'll send Ben in after I've had a chance to talk to him. I promise you, Dexter, everything will work out. I'm going to go tell your sisters that Ben will be here soon." Dexter nodded his head against Utonium's chest in acceptance before pulling away and walking into his private work room. Watching him go, Utonium couldn't help but wish he could do more to help his son. Shaking his head, Utonium turned and exited the room. He may not be able to help with the big problem, but he could help with the small things. Right now that meant making sure to try and settle his daughters' curiosity and answered their questions. Watching his daughters from the shadows of the hallway, Utonium couldn't help the worry that surged through him. His family was very important to him, and Ben had become as much a son to him as an older brother and friend to Dexter. Pushing the worry aside, Utonium let determination fill its place. He would not allow Max's mistakes to cause more harm to the people he loved, and he would never allow either of his sons to know the pain of losing a trusted friend. Utonium had felt that pain when Max Tennyson had lied to his face and had kept the Professor from his son when Dexter needed him most. No, that would not happen to his two boys. With that decided the Professor placed a smile on his face and went to join his daughters.