"Wow. I didn't know that mammals had so many thin layers," Popigai hummed with a detached sort of interest — as though he was holding a microscope up to petri dish instead of a staple gun right against Ben's abdomen. "Petrosapiens only have a few and we have much more body mass to go around. It's fascinating, how complex this is for such a simple species."

Ben, exhausted beyond feeling pain as Popigai's fingers brushed unhurriedly over the oozing split in his skin, managed a resigned sigh. "Dude, your compliments suck," he muttered. He brought a hand up to his head, massaging the bridge of his nose in a weak attempt to fight off the building headache. "You better not try getting a better look by tearing me open any further. I can and will throw you through a wall, even if it kills me. Which is probably will, at this point. Who am I kidding?"

Laid out on the slightly-too-small sort-of-examination-table in the alien infirmary, Ben felt like he ought to be more concerned about his current state. He knew that it wasn't good. He had lost so much blood that it made his head spin — or maybe that was more cause and effect, not Ben imagining things. He hadn't wanted to leave his care in the hands of an alien who barely knew anything about humans (or anyone's hands except his own) but Popigai actually understood how to use most of the equipment in the room and Ben reasoned that sucking up his pride for a few minutes was better than messing something up and making his situation even worse.

That didn't mean that he had to be happy about it. Ben hated laying shirtless in the eerily cold room, trusting someone that he barely knew to do the job correctly. If he had possessed the strength, Ben might have tried doing the first aid himself, but he had barely managed to do it the first time. And that was when he was running on adrenaline, desperately fighting not to let himself go into shock, and had a single-minded goal along with a tool in hand that he actually knew how to use. As it was, he felt as though he would pass out at any moment. The gradual build of the pain in his side wasn't keeping him from that precipice in the slightest.

"No one," Popigai replied matter-of-factly. Ben didn't feel like explaining that his question had been rhetorical. He closed his eyes and felt the Petrosapien shift next to him, cool fingers pulling away from his overheated skin. When Popigai spoke again, there was a shine of concern to his words. "I know that I'm not an expert on human xenobiology, but you look awful. How long have you been… wandering around with a wound as serious as this, sir?"

He almost snorted when he heard the polite title. He had forgotten that the cadets still had the pseudo-respect thing going on from before. Calling him "sir" with respect felt jarringly out of place with Ben zapped of the strength to so much as sit up.

"Popigai," he managed, tongue heavy in his mouth, "staple me shut or I'll do it myself."

For all of his concerns about his readiness to handle such a procedure, Popigai at least had the sense to realize that letting Ben do it in his current state would be far more disastrous. "Alright, I'll... Manage it. Hold still. I'll need to pull out what's left of your first set of stitches. It's probably going to hurt," he warned.

He grabbed the string before Ben could retort, forcing the teen to bite back a groan of pain as the inflamed skin was tugged on. He tried to remember when something had ever hurt so badly, but he couldn't. Ben had never felt something that made him want to crawl out of his own skin, roll over and vomit until he had nothing else to give and his soul itself rolled out instead. Anything to escape the pain that had quickly become his entire reality.

His hand fumbled blindly for his shirt, set next to Ben's head, and he was glad when his fingers curled around the fabric. Popigai had paused, letting him settle back down, and merely arched an eyebrow when Ben shoved the fabric into his mouth and bit down as hard as he could without setting his jaw on edge.

After a moment of thought, Ben pulled the shirt out and said, "If I do something really pathetic like start crying and begging you to stop… Don't listen to me. Like, lock me down if you have to, I mean it. I won't be mad about that. I just want this done, alright? Humans…" Ben trailed off, searching for the right words. "Humans act irrationally when we're in a lot of pain. If it helps, you can think about it as someone else. Because it's definitely not me, it's just… instinctive."

Looking thoroughly unconvinced, Popigai nodded nonetheless. "Okay," he agreed, looking more unsure than ever. "Bear with me, please. Do what you can to make this easier on yourself. I'll attempt to make it quick."

Ben didn't trust himself to say anything so he nodded. He stuffed part of his shirt back into his mouth and did his best to relax. Closing his eyes didn't help, but it helped, he thought, to not have to watch what Popigai was doing. He could convince himself temporarily that he wasn't about to be pulled open and shoved together again, that he was fine…

There was a tug on the stitches across his side and Ben let out his breath as a soft hiss. That time, Popigai didn't stop. He tugged again, a little bit harder, and the fragile knot that Ben had tied came loose. He could feel it dragging through him, catching on his flimsy skin and drawing a reflexive gasp from Ben each time. It was uncomfortable and made Ben want to rip his skin off, just for the sensation to be over, but it was tolerable. He squeezed his eyes shut, grinding his teeth into the shirt so hard that his gums ached from the pressure.

He let out a sharp, choked groan when the last of the half-melted thread came out. He was glad that he had decided to keep his eyes closed — he didn't want to have to see what his wound looked like under the bright, precise lights of the cold infirmary.

He twitched a little when Popigai's chilled, almost lifeless fingers came into contact with his skin. For a moment, Ben had forgotten that he had an audience, small though it might be. He turned his head away from the Petrosapien, doing his best to hold still as he felt the device come to hover over him. He tensed, preparing for the worst. There was the whir of small machinery, the brush of a needle near the wound, and Ben forgot how to breathe.

The first stab of the needle was quick in a way that human hands would never be able to achieve. Popigai lined each shot up, pulling the trigger on the automatic stitcher, carefully but quickly beginning to move his way up. It didn't hurt as much as getting stabbed had but each tug of the string and touch of the needle made the world swim, and Ben couldn't—!

"Mr. Tennyson," Popigai muttered, stopping the stitching. His free hand was on Ben's chest, pushing down with just enough pressure to keep the teen still. Had he been squirming? Ben couldn't remember. He was slick with cold sweat, having taken the makeshift gag out and breathing hard through his mouth because he couldn't get enough air through his nose. "Please, calm down. I know that this isn't an easy experience to go through or move on from. Frankly, I don't know how you're still alive, but…" He seemed to consider something. Somehow, Ben managed to peek an eye open and gaze up at him. Framed against the ceiling lights, Popigai's sharp features were cast in glinting shadows that reminded Ben far too much of the edge of a knife. He bit back a shudder and Popigai managed a tight smile. "Talking might help. Can you tell me how this happened, exactly? It might help with long-term treatment."

Sure. That made sense. Ben nodded absently. He let his eyes close again, forcibly relaxing. When he heard the click of the machine again, he tensed but consciously tried to keep his body still. "It was Murowa, I think," he rasped. Ben had never wanted water more in his life. "I— I couldn't really tell because there was this… space-grade glass used for the viewing window and that stuff's usually pretty hard to see through from the outside. She… well, I was Big Chill. He's my— my Necrofriggian form." Ben mumbled the species name a bit, too tired to bother with all of those syllables. When Popigai's response was only to hum in interest, using the pants that Ben had used as bandages to wipe at some of the blood in his way, he continued his story. "I was pushing Kevin and Rook in an escape pod. They— there wa-was no ships left, so… so we improvised as best we could. It seems kinda stupid now. I was supposed to get them back to Petropia."

There was a bitter edge to Ben's voice. For better or worse, Popigai didn't comment on it. Instead, what he said was, "I saw that the ships were gone, too. After I was separated from Igneous in the escape…" He sighed and shook his head with the sound of crackling of crystal. "Did Murowa hook you with a pod tether? The size is about right and so is the shape."

Ben cringed at the memory. It wasn't as though Necrofriggians couldn't feel pain. He certainly had felt the way his exoskeleton splintered, his body convulsing as he fought back the urge to phase away from it because it was the only thing keeping him from bleeding out, but more than that, the way it had felt to watch his friend's escape pod drift away and know that he had failed them.

"I think so," Ben whispered as though afraid to admit it. "I— I don't know. I don't really care. Big Chill doesn't have advanced healing. It was all I could do to land inside the ship before the low energy forced me to transform back."

There was a firm tug just below Ben's rips. He recoiled for a split-second until Popigai let out a soft cheer and the whir of the machine in his hand died away.

"The one on the side is properly stitched," the Petrosapien announced. It might have been relieving news, had Ben not been all-too-aware that he still had one other cut that would need to be patched up.

Popigai shifted away, grabbing the tube Ben had found that contained a thick, mostly-see-through gel. It was warm when he applied it but quickly cooled. The feeling of it hardening wasn't too pleasant, what with the way it pinched at jagged pieces of skin and delicate nerve clusters, but Ben could handle that trade-off in exchange for a bandage that would hold.

"That's a relief," said Ben with something that might have been a smile if it hadn't been so difficult. "If I died like this, Kevin would never let me live it down. It'd be pretty pathetic, actually. I always thought that I'd go out in a really awesome explosion, possibly saving the universe again, or at least a planet or two."

He didn't get a response to that, which was probably a good thing. Had Popigai asked, Ben wouldn't have been able to explain why describing his death so colorfully made him laugh.

"It's interesting that this was the result of your Necrofriggian form being run-through. It's easier on your human body, I suppose," Popigai remarked. The needle came to Ben's front and he knew immediately that it was going to hurt worse than his side. He placed the shirt back into his mouth and focused on taking deep breaths through his nose and listening to the Petrosapien's words. "I didn't know that the Omnitrix worked in equivalences. It is the most streamlined method of giving someone the body of a different race, but… I think that it lucked out for you, sir. You have skin and fat and muscle, same as a Necrofriggian, but they don't possess intestines the way that you do. That's probably what saved your life — the hook cut through a mush of liquid and thin tubes but must not have found anything vital to survival. You're quite lucky."

It didn't feel lucky. Ben didn't know how having so many near-death experiences that he couldn't even count them all made him lucky in the slightest.

But he didn't feel like arguing with the guy sticking him with a needle, so Ben nodded absently and tried to focus on the sound of Popigai's voice as the sharp bursts of pain continued up his abdomen. The Petrosapien was talking about the science behind the Omnitrix, theorizing mostly. There were a lot of big words that Ben probably could have puzzled out the meaning of if he cared even the slightest about what Popigai was saying. It wasn't important in the least. The point was that it acted as noise to keep him grounded, glued to that table instead of floating off into space.

It was tempting, though. Ben had lost the script. He didn't know what was happening or why. His stomach was twisting itself into knots and there was a stone sitting in his chest that made it hurt to breathe. He was going to be sick, he was convinced, but maybe that would help calm his stomach. His mouth felt like it was stuffed with cotton balls. Beneath the hazy edge of panic, Ben was desperate for something to drink. He needed water, food, somewhere to rest. Where were his parents? His friends? Why was no one helping?

"...nyso….? ...ir…?" A faint voice stirred Ben's drifting thoughts. He didn't open his eyes or acknowledge it. The lights were so bright that it made his head proud. It was all he could do to keep his breathing regular. If he did that, he thought that maybe everything would stop spinning. It was impossible to breathe in a vacuum so he had to be safe.

Though, it was hard to convince himself to feel safe with an oozing cut in his side.

He stirred when he felt hands on his shoulders. Hard, crystalline hands. Ben understood on some level that it was Popigai trying to get his attention but he couldn't help but hope that he would open his eyes and be looking at Tetrax. He ached for something familiar, craving it so badly that it hurt. His heartbeat fluttered like butterfly wings, echoing in his ears.

The hands squeezed tighter. Ben felt that he was being shaken but the feeling was slow to register and came off muggy. It was as though a dense fog had settled in his head, making everything from his temples to his toes numb. It didn't have to be his body or his pain — it could be someone else's, for a little while. Just until Ben no longer had to see Murowa peering over the examination table to leer at him or his own blood smeared so thoroughly over the walls that it could have been a coat of paint.

"Ben!" Came a frantic shout and then — as reality righted itself and all of his senses slipped back into focus — the flat of someone's palm smacked him hard, catching on Ben's jaw and sending his head whipping around.

It didn't hurt as much as Ben was expecting it to. With all of those sharp edges and a lot of surface area, he was surprised to idly reach up and feel only a tender bruise beginning to form. Then again, that was far better than losing more blood.

He avoided looking up at Popigai, instead focusing so intently on the ceiling light that Ben thought it was going to be burned into his retinas. "Thanks for finally using my name, dude. I don't really like being called "Mr. Tennyson" or "sir." Rook tried that, our first day of partnership. Did you know that?" He turned to look at the Petrosapien then and his breath caught in his throat. Maybe it was the concern on Popigai's face, or the way he was shaking, or how he looked on the verge of stress-induced tears as his bloodied hand hovered poised to slap Ben again. Whatever the reason, when he finally managed to find his breath again, all Ben could manage was, "...We're not partners anymore. I told Rook that we were over."

Ben had never admitted that aloud to himself before. It was true. He couldn't rewind time and swallow those damning words. And, even worse, Ben wasn't sure if he even wanted to.

The thought brought a prickle of tears that were immediately blinked away. Ben didn't know what it looked like when Petrosapiens cried, but he had a feeling that Popigai wasn't fairing much better. Fluid the same color as his blood pooled in the corners of the Plumber's eyes but Ben said nothing. He figured that Popigai would know how his own body worked and he didn't want to call attention to it.

"You were going into shock," Popigai said eventually, voice far more even than his expression would have otherwise betrayed. He didn't respond to what Ben said about Rook, which was a bit of a relief for the teen. He hadn't meant for that to slip out. "I'm sorry for slapping you, s… Ben. I don't have any experience in treating humans. You were pale and cold and weren't breathing normally…" Popigai had to stop. He made a noise in the back of his throat that Ben recognized, on some instinctive level, as choking down a sob. "I thought that you were dying. That I had done something wrong." He managed to quirk his mouth upward into a little smile. "How ironic would that have been, though? I'm a Plumber and I would have had to watch the greatest hero in the universe die because I never bothered learning the medical procedure for carbon-based lifeforms. How ignorant can I be, huh?"

"I'm fine," Ben said, the response so reflexive that he almost didn't notice it. "Don't beat yourself up about it. Humans are kinda… uh, fragile. It probably would've happened at some point, anyway. It's not like I've been doing a great job at taking it easy. It's pretty obvious, unless you think this is what humans in tip-top condition look like." He gestured at himself for emphasis. Sweaty, clammy, and blood-splattered, Ben knew that he had to make for a hell of an ugly picture.

But at least Popigai didn't look on the verge of laughter anymore. Had he laughed, Ben knew from experience that it would have devolved into tears, and if that happened, then the teen wasn't sure that he would be able to keep himself from joining in.

Popigai stayed quiet, watching Ben pull himself back together. With the stitches and adhesives in place, he felt better than he had since getting the wound in the first place. The bleeding had finally begun to slow and everything was manhandled into place so that it could heal back up. Ben wasn't going to sit around waiting for a miracle, but he wanted to get back on track and hunt down that comm room while he still remembered where it was.

As soon as he sat up, though, Popigai stiffened. When Ben swung one leg over the side of the table, attempting to stand, the Petrosapien was already there to stop him mid-motion and gently force Ben's foot back down onto the table. "What are you doing?" Popigai asked, eyes narrowed.

At his voice, Ben almost snorted. It seemed that the "we both know exactly what you're doing and I'm not about to let you get away with doing it" tone was universal. He nearly made a joke about his mom but thinking about her made Ben's throat tight with longing.

"Uh, standing up?" Ben replied, almost sounding bored. "Or, trying to, at least."

He made another move to lift his leg over the side of the table but, to be honest, it wasn't much of a struggle. Popigai was, after all, made out of solid crystal and Ben was still grappling with losing what felt like a good chunk of the blood in his body.

"I can see that." Popigai's expression was tight. "I can list the things that I know about human anatomy and still have fingers left over... and even I know that you're in no condition to be pushing yourself. Mr. Tennyson, sir, please allow me to help you. It won't do either of us any good if you push yourself to exhaustion but we can't stay here."

A part of Ben understood the sense of what Popigai was saying. He wasn't an idiot. There was a benefit to letting himself be helped, at least temporarily, so that he could conserve his strength. Popigai didn't say it, but Ben was thinking about Murowa and Argyle. If he met up with either of them... Ben wanted to have the strength to finally deal with them properly.

Had it been Gwen or Rook or, hell, even Kevin making that perfectly valid argument, Ben might have conceded. He would have let them support him or carry him or drag him so that he wouldn't have to walk and strain his body any more than he already had. Ben had been considering it until pride reared its ugly head and the teen grimaced. It was his first day of working with Rook all over again. Here was a perfect, by-the-books Plumber cadet, all star-eyed and admiring over the fabled Hero of the Universe. And how had their spectacular partnership started off? Popigai had already had to stitch Ben up because he wouldn't have been able to do it himself and then helped the "hero" from sinking into shock.

It was humiliating. Ben felt himself turn red from his neck to his hairline, clenching his teeth against an odd mix of frustration and mortification. No. He could walk. He had been walking perfectly fine before Popigai showed up and he could continue to do so.

"Are you suggesting that you carry me?" Ben snapped, eyes narrowed. "Because I'll definitely pass on that one, thanks. How do you think I even got here? I managed just fine."

Popigai, for once seeming sure of himself, arched an eyebrow. Or, the crystal equivalent. "Yes, I know. How do you think I found you? You left a very obvious smear of blood everywhere you went, Ben. And that was only a few hallways but most of it was dry when I came across it. That means that you've been walking that short distance for a very long time." He folded his arms across his chest, unfazed. "And, yes, I am suggesting that I carry you. What other options do we have?"

Ben huffed, unimpressed. "Dude, I said that I can walk. Why are you being so pushy?"

"It's the smartest of our options!" Popigai shot back, frustrated. "I don't understand humans at all. You can even ride on my back if that is easier than being carried, but we're not going to get anywhere with you like this! I know that I don't have any control over you or your decisions, sir, but I would think that you would want to do what would end all of this the fastest, regardless of how you personally feel about it."

That sunk in. Ben was quiet for a long minute. He knew that he was being played, having his own logic twisted against him, but... The more Ben thought about it, the more ridiculous his protests seemed. He may not be leaking blood everywhere anymore but that didn't mean that he had healed. Was he really going to burden their mission by being prideful?

Finally, avoiding eye-contact with Popigai, Ben gave in. "Fine," he mumbled. "Whatever. Go ahead and... just do it. It's fine."

Apparently, Popigai was not clued into a subtle yet important nuance to human communication: that "I'm fine" meant "I'm miserable and agreeing because I don't have the energy to elaborate on the reason why I'm so upset right now."

The Petrosapien took Ben's agreement at face-value without hesitation, grinning. "Excellent! Thank you, sir. I can assure you that I'll never mention this to anyone if you don't want me to."

He turned his back to Ben, kneeling down to be at a better level for the teen to climb onto his back. Luckily, he had a Plumber suit on, so that Ben didn't have to be pressed up against all of those points and edges. Popigai pressed a few buttons on the chest of his suit and the back split open in small circles to allow the crystalline spikes that all male Petrosapiens had to jut out. They must have been held back by Popigai's will, which made Ben wonder how uncomfortable that was or how long it could be held for. But that suit design was the most streamlined and had the fewest possible complications with space travel involved.

Ben wasn't deterred by the spikes. It was a good idea, actually, seeing as how they were helpful for him to grab onto. They were spaced widely enough on Popigai's back that they would actually be very useful as handholds and somewhere for Ben to rest his legs. He didn't even have to try to know that there was no way he would be getting his legs around Popigai's waist the way that he could on a human.

"Yeah, you'd better not," Ben muttered half-heartedly. He rolled his eyes, still not happy with the arrangement, but swallowed his protests to wrap his arms around Popigai's thick neck and carefully heft himself up.

He worried about choking the Petrosapien for a moment before realizing that, to Popigai, Ben probably weighed little more than a sack of flour. He pulled a little harder, needing a tighter grip, but the Plumber didn't wobble. Only once Ben was situated, perched with his knees hooked over the protrusions from the man's back, did Popigai move.

Straightening back up, he idly reached a hand up as though to be sure that Ben was actually there. The hero was annoyed for a moment — he wasn't that light-weight! — before he realized that, more likely, Popigai was checking to be sure that Ben hadn't split himself open all over again with the climb alone.

The thought made Ben press his lips into a thin line, swallowing the familiar pang of embarrassment. He wasn't fragile, he was just injured. But, for once, he didn't feel like repeating that.

Regardless, once Popigai was satisfied that Ben wasn't about to bleed out against his back, he turned to the door to the infirmary. It was shoved open easily, the cadet not bothering to use the touchpad. Why waste time covering their tracks? Murowa obviously knew that they were there and she would probably be able to find them easily through the base's cameras if Ben's blood everywhere didn't clue her in.

Not that it was much of a clue — it was more like a smack upside the head.

"Where to?" Popgai asked as they exited. He automatically went left, opposite of the way that Ben had come from. There wasn't much down that way, save for the already opened doors and dried russet stains.

"I used Upgrade to sneak a peek at some of the info in their main computer hub," Ben said. "Not a lot of it was super useful. Mostly, it was ones and zeroes. But they had this blueprint of the area we're in. The original design shows that there's a comm room with a strong satellite only about a mile's walk from here. You're already headed the right way, just so you know. I think that Argyle is blocking satellite feed off of the station so that we can't call for help with any other method, but it'll be easy for some of my aliens to bypass that once I'm actually near a satellite." When he finished, Ben noticed that Popigai had slowed his pace. His head was turned ever-so-slightly to look at Ben out of the corner of his eye, expression drawn tight. Taken aback, it didn't take more than a second for Ben to scowl with impatience. They didn't have time to be wasting by standing around! "What? You're not going to insist on carrying me in your arms so you can watch for any bleeding, are you?"

Popigai returned the glare — or, he tried to. He must have been out of practice with having to look intimidating because his animosity quickly slipped away and, with a sigh, he turned back to facing front. To Ben's relief, he also resumed the same faster pace from before. "No, no. It's nothing like that. I was just wondering… Your injury. It affects your alien forms. Is using the Omnitrix really a good idea, sir? You could bleed out as a smaller alien. There wouldn't exactly be a lot of blood there to lose." He grimaced at the morbid thought.

Unbothered, Ben waved a dismissive hand. "It's fine. The Omnitrix makes sure to keep stuff proportional. Besides, Upgrade doesn't really have any internal structures that humans have. As him, this life-threatening cut is basically just a long scratch." He didn't feel the need to mention that, regardless of the extent of his injury as any given form, energy certainly carried over. Upgrade hadn't even been able to hold himself together at the end of Ben's search through the computer. He'd practically fallen apart and would have, had the Omnitrix not timed Ben out when it did.

But saying all of that probably would have only gotten Popigai worked up all over again so Ben chose to stay quiet.

"Still," the Petrosapien insisted in a way that made it really hard for Ben to not roll his eyes. "When we do get to the comm room in about ten minutes or so, I want to try my hand at the controls first. You may not need to use your aliens at all and I would feel much better if you would let yourself rest, Mr. Tennyson."

He snorted, idly leaning the side of his head against the back of Popigai's neck. It wasn't very comfortable, but after the day that Ben had, he found it near impossible to keep his eyes open. He let them close, though stubbornly refused to fall asleep. "Only if you start calling me my actual name. I've told you at least a dozen times by now, dude," he muttered in a tone that wasn't sleepy in the slightest. Not at all.

That got a chuckle from Popigai — which was funny because Ben hadn't been joking. "I accept your terms, Ben," he said far more cheerfully than anything else he had said since they met up. Then, more seriously, "I hate to keep you awake, but do you think that you can keep your head up long enough to navigate? It won't be far."

Stubbornly, Ben kept his head down. But, because Popigai had actually used his name, the teen amended it with, "Take the next left. I memorized that part of the map. I don't actually need to be watching." He could tell where they were mostly by guessing based on how fast Popigai was walking. The hallways didn't look different from each other.

"You can do that?" Popigai questioned, sounding impressed. That brought a faint smile to Ben's face and earned the Petrosapien some brownie points.

Ben shrugged. He twisted his position on Popigai's back, settling into a position that was more comfortable on his sore and tingly body. Of course, Ben wasn't about to fall asleep — he wasn't even tired, so why would he? "Sure," he replied. "Wasn't all that hard. It's really just memorizing the patterns of lines." He blinked his eyes open against his own desires, biting his lip to hold in a yawn. "So, since we're walking and talking… What are you still doing here? How come you didn't leave when the others did?"

"Well, it wasn't for a lack of trying," he grumbled. Popigai shifted his weight as he let out an unhappy groan, jostling Ben and sending a shock of pain up his spine. "When we got back to the hanger, there were mercenaries and other low-lives trying to steal our ships. Not too surprising — Plumber cruisers have very valuable parts that can go for a lot of taydenite on the intergalactic black market. I was on the same team as your Anodite friend, Gwendolyn."

That was an easy way to gain Ben's attention. He immediately perked up at the mention of his cousin, swallowing against the awful surge of longing in his chest. "You were? How's she holding up?" It came out more desperate than Ben would have liked but he didn't care.

Popigai smiled in a way that said the slip hadn't gone unnoticed. "Fine, as far as I can tell," he said gently. "She's worried about you. All of your friends are. Not that she spoke about it much in front of us, but… it was in the set of her face. And her eyes. Even while she worked, I think that she was only able to really focus on you."

Using a snort to mask his smile, Ben let himself relax again, satisfied. "Yeah, sounds like Gwen," he agreed. He considered whether or not he should speak again. Popigai didn't seem to mind the silence. Ben wasn't exactly eager to talk to him or anything, but he didn't want to risk falling asleep. A part of him couldn't help by think that if he did, he wouldn't wake up. Having something to focus on helped. "So, uh, how'd you get separated from the others in the first place? And end up here?" He gestured around them with a flick of the wrist. Whether Popigai took "here" to mean "the station" or "this specific hallway," Ben was only hoping to get a story out of it.

That wiped the smile off of the Petrosapien's face. He grimaced. "Ah, yes. Well, I… It was all going well. Gwendolyn had been counting the prisoners that we rescued, and—"

"Okay, wait," Ben cut him off, feeling only slightly bad about it. "Prisoners? On this station? How many?"

He got an incredulous look for asking, but all Ben could do was shrug. He hadn't gotten whatever memo everyone was referring to — he might have, had he not been busy being kidnapped and threatened and tied down.

"You remember how you and Rook discovered that Petrosapiens were being kidnapped and going missing?" He shot Ben a glance, waiting for the human to nod before facing forward. "We found out that they're being kept on board here, in the millions, at least. Rook recovered some documents that went into more detail but they never listed how many were being kept in total," he explained.

The news was sobering — like being splashed with a bucket of ice-cold water. Ben's expression didn't change, but only because he was determined to look calm and put together. In reality, his mind was spinning and he suddenly found it hard to breathe. He knew that it was millions, but so many people on one station? Right where Ben would be able to help them the easiest? It seemed too good to be true. Too convenient.

Were they being played?

Ben didn't ask, knowing already that Popigai wouldn't have an answer. "So what happened once you guys got on board?" He asked instead.

"I was with Igneous," Popigai supplied. "We were working with Gwendolyn to free some of the prisoners — as many as we could. I might have mentioned that already. If I have, my bad. I can be forgetful. Anyway, it was partly to serve as a distraction, partly to help innocent victims, and partly because a few thousand testimonies will be more than enough to make the Plumbers drop their tangles of policy and come to our assistance. Especially now that our Lead Magister is a bit… preoccupied." He stiffened, seeming to remember something. "Right! I was telling you about how we got separated! Well, the power in the section of the station that we were in began to give out so we took what people we had saved and rushed back to the makeshift hanger. Once we got there, we found some mercenaries and the other lowlifes paid to be here trying to break into our ships and hotwire them to make an escape. They got away with enough of them that our options were… limited. I was helping to load some of the former prisoners into the ships when I saw Igneous get flung through a wall. I went to help him fight off his attackers. We managed, but…" His pace slowed but, unlike before, Ben didn't mind. "His helmet was damaged. I got him onto one of the ships too and hung back to defend them during takeoff. By the time I realized that the last ship was leaving…" Popigai shook his head with a grimace. "It's my fault. I wasn't paying enough attention. I've been wandering around searching for a functional escape pod or left-over ship ever since. But I don't think the odds of finding anything are very high."

It wasn't a very appealing thought, but Popigai had a point. The few escape pods that Ben had managed to find were out of commission. He doubted that he would be well enough to fly any time soon. He again thought of Alien X, but if Bellicus and Serena didn't want to help, changing back to Ben was a whole different argument and he didn't want to waste time standing around stationary. That was begging for another capture.

They had practically zero options other than taking control of the station or contacting the Plumbers. Ben clung to the latter idea — it was all that he had to focus on.

"Were there any others left behind?" Ben asked. He felt a shot of guilt, thinking about how he had been about to leave with Kevin and Rook without even considering the others they no doubt brought with them. He had no idea how many soldiers were originally brought to the station to begin with and mentally chastised himself for it. Wasn't he supposed to be the hero?

Popigai shrugged. "Possibly," he responded, unconcerned. "I wouldn't worry about them. If they're still here, that's because they want to be. Remember, Ben, the people that your friends brought with them are all soldiers or incredibly dedicated to the cause. If there's a vendetta to be dealt with, a Petrosapien won't rest until they're satisfied. There isn't anything you can do about that other than stand back and try not to get caught in the crossfire." Sensing that Ben wasn't soothed, Popigai turned his head to look up at Ben with kind eyes. "And if something is wrong, there's no greater honor in our society than dying in a righteous battle."

"Nothing wrong with living through one, either," Ben replied with a huff.

His words had no effect on changing the Petrosapien's mind, but Popigai nodded anyway. "Yes," he agreed absently. His tone sounded distant, as though his thoughts were millions of lightyears away while each step carried them forward down the near-silent hall. "Nothing wrong with living."

Ben knew better than to ask what Popigai was thinking about. He had the feeling that he wouldn't like the answer. He instead settled his chin on the cadet's shoulder and dimly decided that maybe falling asleep was better than forcing conversation.

A/N: It seems that I simply cannot stop writing character development with my OCs. Oh, well. Maybe they'll punch something in the next chapter.

Chapter Thirty-One: Give and Take