A/N: My first Generator Rex FanFic, please R and R and correct me on anything I get wrong. I have only see a handful of episodes so if characters are out of place let me know.

Disclaimer: I Own nothing! Generator Rex is property of Cartoon network.

Chapter 1

Rex was enjoying his down time. He had just had a long lecture from Agent 6 about taking off again but hey, he's young. Can't expect a healthy teenage boy to say inside providence's walls all day, every day. Rex sighed and rolled over on his bed. Although the down time was nice, Rex lived for the excitement and adventure that always seemed to find him.

Suddenly a familiar voice spoke in his ear. "Rex? It's Dr. Holiday."

Rex perked up, goofy smile crossing his lips. "Hey doc, what's up?"

"Can you come down to the lab…I want to show you something."

Her voice doesn't sound right, Rex thought. "Everything okay doc?"

"Just…just come down Rex." Dr. Holiday sighed before the comm. link went dead. Rex hurried down the hall. He didn't think anything could seriously be wrong but…but he had never heard Dr. Holiday sound so…disturbed and uncomfortable.

Rex entered the lab, not entirely surprised to see Agent 6 and Bobo waiting for him…Without so much as a greeting White spoke from the main screen.

"We received this distress signal 3 days ago." White face faded into the back round as the message began to play.

"Please…can anyone hear me? Please help me…they won't let me go…please… He's hurting me!" Rex was face to face with a girl, probably his own age, looking quite afraid. Tears at the edges of her eyes. With a crash, rubble and dust burst onto the video screen. Biowulf's blue armor and body outline clearly visible. "N-no! Get away…Let me go…Please…ZZZZZZZZZZZ" The screen goes to static.

"The distress call originated from inside Van Kleiss's castle. " Dr. Holiday added as White returned to the screen.

"There are no records of that girl anywhere. No photos, no online profile, no sign. It's as if she didn't exist before 3 days ago." White shook his head, obviously more thoughts that one occupied his mind. "We need to put a stop to whatever Van Kleiss is planning. I want you, Rex and Agent 6 to check it out…oh and take the monkey with you." Bobo grumbled "And 6 I am sure I don't have to remind you that this could easily be a trap."

"Understood." 6 answered monotone.

It always amazed Rex how fast the Providence transports could go. In only about 5 hours they were nearing the outer edge of Abysus.

"This is our stop Rex." 6 said preparing to jump.

"Just what I need air sickness." Bobo grumbled checking his guns one last time.

"So wait…were just going to jump?" Rex asked.

"Can't risk getting too close. Van Kleiss is everywhere in his little kingdom. Ready kid?" 6 asked straitening his tie.

"Oh yeah!"

"Whooooo!" Rex yelled as he free fell from the transport. Bobo glanced over at him. "Do you just not get the term stealth mission?"

Rex glanced at 6. Three fingers, then two…then one. Rex pulled the rip cord cable on his vest. Sure his way of flying, creating his own jet pack, was fun but Van Kleiss would sense him that way.

Rex shook his head. He needed to get his mind in the game. The girl on the video. She looked so scared. Her life might depend on them.

All three landed without incident on the outskirts of the forest.

"We go quick and quiet." 6 motioned and the trio started out.

They had only gone about a mile when the ground began to shake. "Looks like company!" Bobo yelled as one of Van Kleiss's burrowing worms broke the surface. Agent 6 brought out his katana's and Bobo began to fire his laser guns. The only one who didn't seem to be fighting was Rex…Wait… "Rex!" 6 called out between striking and dodging. As fast as it started the worm withdrew, burrowing deep into the ground.

"Rex?" 6 questioned as the dust began to settle.

Rex was gone.

Rex found himself in Breach's grip as she dumped him into a cell. But not before clamping a metal ring around Rex's neck. In an instant she was outside the cage that held him.

"Why you! Just wait till I get out of here." Rex tried to form his giant hands to pound through the wall but nothing happened. He tried for his strong kicking legs…still nothing.

"Now now my dear boy, do you think I would go to all the trouble of capturing you if you could just escape again?" Van Kleiss slinked out of the shadows.

"Van Kleiss…" Rex spoke the name as if it was poison.

"Such attitude..and might I ask, why you and Providence are invading my home?" Van Kleiss lowered his head towards Rex. Rex looked back defiantly.

"We saw the distress call."

Van Kleiss seemed taken aback by his words. He only flinched for a moment but Rex saw it. Van Kleiss recovered his composer quickly.

"Biowulf! Skalamander!" Van Kleiss growled their names.

"Yes my lord?" Biowulf answered bowing low.

"She sent a distress call! Why was I not informed?" As Van Kleiss began to rant Rex noticed that for the moment he had been forgotten.

"Forgive me my lord…I didn't think the call had left the castle." Biowulf seemed to be shaking now.

"If it wasn't for the fact I still need you, You would be stone by now." Van Kleiss spoke coldly. "Get out of my sight."

Biowulf did not need to be told twice, faster than Rex could follow he was out of sight. It was only then Rex could see into the cage across from him. Inside lay the girl, some kind of strange green plant held her in it tangled vines. A large flower bloom seemed to be dropping purple pollen onto her face. She appeared to be unconscious. Shoulder length brown hair tumbled over and her bangs seemed cut just above her eyes. Her clothes were torn and ripped. Small cuts and bruises covered her arms and legs.

"What did you do to her?" Rex demanded, his anger overpowering his brain signaling him to stay quiet. His outburst immediately drew Van Kleiss attention and his wrath.

"You little worm! If I were you, I would worry about my own skin." Van Kleiss spit into Rex's face. Rex wiped it away. Suddenly a look that was nothing but pure evil crossed Van Kleiss's face. "but since you asked…that EVO plant is a little creation of mine, like that little collar you are wearing. Only instead of nullifying ones nanites, that plant erases memories." Rex gasped. He couldn't remember anything before 6 had found him, hungry, cold and all alone, it was hard, not having memories. And Van Kleiss was stealing someone's else's memories away.

"Why?" Rex found himself asking with a sadness in his voice, a sadness Van Kleiss misinterpreted as submission.

"Because my dear boy, she's going to be the most powerful being in the world. Whoever controls her controls everything. Won't it be glorious Rex? A world made for EVOs by EVOs. You could sit join us Rex? Be part of the greater picture."

"I'll pass."

"Suit yourself, but you might change your mind. I doubt your pet monkey or agent 6 can find you here. You're deep deep below my castle. Were the sun never shines…" Van Kleiss smiled once more. "It's been 3 days Rex, let's see if my little guest has any memories left."

"No, Wait…!" Rex called out struggling against the bars.

The door easily opened for Van Kleiss and the plant, bowing, recoiled from her form, leaving the girl unconscious at Van Kleiss feet. He nudged her with his foot and she opened her eyes, purple pollen fading away into her skin.

"Where are you from?" Van Kleiss asked.

She blinked at him a few times before answering. "I don't know."

"Where are you now?"

"I don't know."

"What's your favorite color?"

"I-I'm not sure."

"What is your name?"

"Em…Emily." She answered, looking pleased she could answer him. Rex stared at her. He has never seen someone so vulnerable looking as this girl looked.

"Emily." Van Kleiss repeated her name and leaned down to stroke her cheek with his hand. "What a pretty name for such a special girl. I've got big plans for you Emily."

"No!" Rex shouted "Don't listen to him! Van Kleiss, he's the one who brought you here, who hurt you! Try and remember!"

"Quiet!" Van Kleiss commanded turning towards Rex. "Or important to me or not Rex, I will leave you down here forever."

At that Rex found he has lost the ability to speak. He wasn't afraid of torture, or any kind of punishment Van Kleiss could come up with. But what he was afraid of was abandonment. It was a stupid unreasonable fear. He knew in his heart that Dr. Holiday, 6 and even Bobo cared about him very much, loved him even, and they would never just leave him but still, he hated being alone.

Please that Rex was no longer making eye contact or talking, Van Kleiss let out a dry chuckle and turned his attention back to Emily. Also please she didn't seem to understand what was happening.

"Now then my dear. How about we get you something to eat hm? And some beautiful new clothes? I have a lovely room set up in the tower for you. You can overlook all of Abysus from there. You'll be the princess of this land." Van Kleiss pulled her to her feet and linking his arm with her's, lead her passed Rex and towards the exit of the underground lair.

He stops just with in hearing and calls back. "Oh and Rex, do try to behave." Laughing the two disappeared.

Rex waited…and waited. A few hours passed then a few more. It had to be late at night by now and Rex found himself lightly dosing in the corner. He was hungry and thirsty but the need to sleep over whelmed all other feelings.

Rex slowly became aware of the lightest of clicks, someone was coming. His mind hurried to shake off sleep. When his vision became clear, he was shocked. Emily was outside his cell. Alone, as far as he could tell.

"Em?" Rex questioned. She looked around, afraid, before speaking.

"I-if I can get you out, will you take me with you?" She asked.

Rex looked into her eyes, and felt the strangest desire to protect this fragile beinging.

"Yes." Rex promised. And he felt this promise all the way to his nanites.

Oddly she still wore the torn clothes she had one when Van Kleiss took her out of the cells.

"I thought Van Kleiss was going to give you nice clothes?" Rex remarked as Emily began to pick the lock with a pin from her hair.

"He did, gowns with jewelry, even a crown but…but I don't want anything he has to offer." Emily spoke without looking up.

Rex couldn't stop himself from asking. "Why?"

Emily paused in her work, hair pin still tight in hand. "Because it…it feels wrong. I may not be able to remember anything but that man, Van Kleiss, he feels wrong. He was telling me all this stuff but I think…I think he was lying." She began working again in silence for only a moment. "You…you feel right. Your eyes are bright and clear and when you said earlier that Van Kleiss had been hurting me…I believed you. Got it!" With a resounding click Rex's cage door swung open.

"Wait, if you have no memories…how could you pick the lock?" Rex said stumbling out.

"It's like, when Van Kleiss asked what my favorite color was? I don't know but I do know what colors are. It's like I can remember everything, except anything directly involving me."

Rex nodded, it made sense, if Van Kleiss had taken all of her memory, she would have been useless, having to be taught everything again. "Alright, just stay close to me. We'll be okay."

"This could help." Emily held up a small silver key. "I…I think it goes to the nanite controller around your neck. I stole it from Skalamander."

With another click, Rex was free and his nanites charged. "All right!" He formed his giant fists. "We'll be out of here in no time." Rex glanced back at Emily, she had taken a few steps away from him. He did not like the look in her eyes. "Whoa, Em. I won't hurt you."

"How? How can you do that?" Emily asked coming closer. Rex sighed, fear had been replaced by curiosity. Emily gently reached out to touch his huge hand.

"Nanites, I can control mine. Make things and get us out of situations like this." Rex allowed Emily to explore his large hand with hers. Glad that she wasn't afraid.

"What are nanites?" Emily asked.

"Wait wait wait…you don't know what nanites are? About the day everything changed? Or about EVOs?"

Emily shook her head no.

"Wow… okay that's weird, well Dr. Holiday can explain everything when we get back to Providence."

Emily nodded as they slowly began there ascension to the surface. It went smoothly and soon Rex found himself bathed in the light of the full moon. Creeping from shadow to shadow Rex and Emily were soon at the castle entrance, just a few more feet to freedom. "Rex! Over here!" A voice called in a loud whisper. Rex smiled, it was 6.

"Where have you been kid?" Bobo asked. Before the noticed Emily hiding slightly behind Rex. "Hey you found her."

"Good now let's get out of here, I've already call Providence for pick up." Agent 6 turned to lead the way. Emily gently grabbed at Rex's coat arm. "It's okay, there my friends." Rex assured.

With just a few steps to go the exit closed into a wall of stone.

"Leaving so soon Rex? And without so much as a good bye." Van Kleiss smiled from the staircase, Skalamander, Biowulf and Breach near him. Emily tried to duck behind Rex but Van Kleiss saw her.

"Emily, my girl, what are you doing with these ruffians? Come here." The last part was said in such a way Emily felt her legs want to move towards Van Kleiss, She even took a step before Rex grabbed her arm, bringing her back to her senses. She whimpered slightly and Rex released her. "Bobo protect Emily." Was all he said as he and 6 went to attack the pack.

"Don't worry sweetheart. Uncle Bobo's here." Emily crouched behind Bobo, as he began to fire his laser guns.

Agent 6 raised an eye brow. Since when had Bobo ever been so…compassionate. The monkey tended to live for his own skin.

As the battle progressed it was obvious neither side was getting the better hand. Agent 6 heard a beeping in his ear piece, back up had finally arrive. "Rex exit!"

"You've got it 6!" Rex back handed Breach, knocking her out, before pounding an opening in the wall.

"Must I do everything myself?" Van Kleiss grumbled as the four made their escape. Rex grabbed Emily's hand with Bobo shooting cover fire.

They were so close, Providence staff were shooting laser fire now, keeping Biowulf and Skalamander back. The transport was just up ahead, when Rex felt Emily pulled from his hand.

"Rex!" she screamed as brown vines tangled her and pulled her away.

"Emily!" Rex yelled forming a large sword on his arm. Before he could act, one of 6's Katana's sliced through the vine roots holding Emily and she dashed back towards the protection of the others. The transport closed and Rex swore he could hear Van Kleiss cursing them.

In an instant Dr. Holiday and other scientist surrounded Emily and she found herself being lead off.

"Rex?" she called, Suddenly he felt a strange twinge inside. "It's okay Emily, that's Doc Holiday. I told you about her, she'll explain things." Emily nodded and allowed Dr Holiday to being to give her a check up.

"Rex you okay?" 6 asked.

"Yeah I'm fine…is Emily?"

"She's in good hands Rex. So what happened?" 6 asked.

And Rex explained to him and Bobo everything, sparing no detail.

"No memories…shame kid." Bobo said grabbing a banana.

Rex shook his head. "What do you think White will do with her?"

"Don't know, but we will find out soon enough."

Rex didn't like the way 6 answered that question.

And he like White's answer even less…

A/N: Please R&R.