I apologize for taking longer than expected to get this second chapter out, folks. Ch. 3 should also be up soon. Enjoy!

2. Suspicions and Secrets

6 April, 1990

Quimby leaned back in his chair, rubbing his eyes as he took a break from the mass of files, reports, and photographs that were spread across his desk. He had been staring at Gadget's latest case report for over an hour, delaying the decision Quimby knew he had to make.

He'd had suspicions that Gadget had been receiving help on his missions for a few years now, and after doing some detailed reading into Gadget's case files and evidence reports it didn't take a chief of police to connect the dots.

Penny.

Of course Penny.

He should have seen it long ago, Quimby thought with a rueful smile. The girl had done a good job of hiding her involvement in Gadget's cases, almost too good. And really, there was no one else more devoted to Gadget than his niece.

Quimby wasn't certain how long Gadget's niece had been helping her uncle - probably a few years, he guessed - but he couldn't allow this to continue. He had kept Gadget on the force out of respect for the man he had once been, secretly hoping that Gadget would somehow snap out of the cloud of obliviousness that had hung over him ever since the surgery.

But he hadn't. Quimby had watched with shock at first, and then with growing despair over the years, as the brave and intelligent man he had known as Detective Inspector John Brown was replaced with a bumbling fool of a cyborg.

It was one reason Quimby couldn't bring himself to call Gadget by his given name anymore. His old friend John was gone with no hope of ever coming back.

His tired eyes drifted to a small, framed photo on his wall. It was one of many photos that Quimby had collected over the years to remember fellow officers, some of whom had been killed in the line of duty. This particular photo was of a young Gadget with his old partner, Sergeant Ramsay.

The chief wearily rose to his feet and walked over to the photo. He took it off of the wall and stared at it before walking back to his desk. Quimby set the photo down and sank back into his chair before reluctantly returning his attention to the stack of papers in front of him.

He'd make sure Gadget would keep his pension so that he could continue to provide for Penny even though the girl was nearly grown by now and would likely be leaving home in another year. Quimby's expression grew grim as his thoughts shifted to another problem. He wondered how Gadget would react if he knew the truth and he couldn't help but worry for both him and Penny.

Gadget was devoted to his niece but Quimby wasn't sure if Gadget's pride would be able to handle that Penny had been solving his cases for a few years now. Quimby rested his elbows on his desk and rubbed his hands through his thinning reddish-blonde hair. Maybe he should consider retiring as well.

He sighed and finally looked at the paper he had been avoiding like it was an exploding message. It was the official order discharging Gadget as a police officer and forcing him into retirement. All it needed was Quimby's signature.

'I'm sorry, John,' he thought as he pulled the paper towards him and signed his name.

7 April, 1990

'Who are you?'

He turned and looked in the direction the voice had spoken. There was no one there.

'I'm Inspector Gadget,' he said in confusion. What a ridiculous question!

'No you're not.'

'Of course I am! Who else would I be?' He was alone in a dark room. He searched for the person who was speaking but there was nothing but darkness around him.

'You're not an Inspector, not anymore. You're just a machine.'

The voice was louder now, closer. Gadget turned and saw a mirror. Instead of his own reflection he saw something else. Something that made him freeze in shock and horror. A fully robotic version of himself, every inch cold gleaming metal, stared back at him, no hints of humanity left in the empty gaze. His reflection grinned at him through a mouthful of metallic teeth.

'They put you back together, just like Humpty Dumpty. Or should we say more like Frankenstein's monster?'

Gadget turned and ran, his doppleganger laughing at him.

Monster! You're a monster!

Uncle...

Monster. Monster...monster...monster...

Uncle...Uncle please…

Monster...

"Uncle Gadget, wake up!"

Gadget jerked awake with a gasp, hardly aware of the sounds of a fierce thunderstorm outside due to the pounding of his heart in his ears.

"Uncle Gadget? Are you okay?" said his niece again. The worry in her voice finally brought Gadget back to his senses. He took a deep breath as he took in the familiar surroundings of his bedroom.

"What time is it?" he croaked, surprised at how hoarse he sounded. He rubbed his eyes with one hand, trying to shake the remnants of the nightmare out of his head.

Penny gave him a concerned look. "Nearly four o'clock. You've been asleep all day, Uncle," she said, sitting next to him on the bed. Brain stood nearby, watching both of his humans with an anxious expression.

Gadget frowned as he sat up, propping his back against the headboard. "Why didn't you wake me? I'm always-"

"On duty. Yes, I know, Uncle, but it's Saturday, remember? No one has called and you can afford to take a day off." She paused for a moment before adding quietly, "You...you were dreaming a lot last night. I thought you'd want to sleep in."

Gadget nodded as he stared down at his hands, shivering as an image of his ghastly twin from his nightmare flashed through his mind. Just a dream, he told himself. Just ignore it. Just like everything else. But then, ignoring certain things had proven more and more difficult in the past few years.

Penny watched him silently. "How's your head?" she asked after a moment.

"Better, actually," said Gadget in surprise. "I guess I just needed some extra sleep," he added, managing to give his niece a reassuring (if somewhat shaky) smile.

She nodded and Gadget suddenly noticed that her face was pale and drawn, as if she had slept badly. Or not at all.

"Were you up all night watching over me?" he asked softly.

Penny shrugged, not meeting his gaze. She knew he didn't like talking about his nightmares, rare though they were. At least, they had been until recently. She wondered if he knew just how many times in the past four months she had woken to the sound of him crying out in his sleep.

"I checked in on you once or twice," she said, raising her eyes in response to his question. She hesitated and then decided to finally voice what had been on her mind for weeks now. "Uncle, these headaches...I really think you should contact Professor Von Slickstein about them." Brain whuffed in agreement and Penny gave the loyal dog a grateful look.

Gadget scoffed as he pushed back the covers and reached for his robe. "Don't be silly, Penny. There's no reason to bother the professor over something as trivial as a few headaches."

Penny bit back a sigh of frustration. Her uncle was a proud man and could be as stubborn as an ox when he didn't want to admit that he needed help.

"Your health is never trivial to me, Uncle," she said quietly.

Gadget's expression softened. "Tell you what," he said. "If this doesn't get better in the next few weeks I promise I'll call him, alright?"

She nodded, giving him a grateful smile before standing. "I made a pot of coffee - it should be ready by now."

Gadget reached out and gently tugged at her braided hair as he followed her downstairs. "What would I do without you, Penny?" he said with a light chuckle.

Penny hid a wince as her uncle unknowingly gave voice to the growing worry that had been plaguing her thoughts of late. Swallowing, she smiled at him over her shoulder as they sat down at the kitchen table. "I'm not sure, Uncle," she murmured.

The storm hadn't abated since last night and rain lashed at the windows. Penny had spent most of the afternoon outlining her English essay at the kitchen table and she moved her notes and books aside to make room for her uncle as they sat.

"Wowsers, it's really coming down out there. I'm amazed I slept through it!" exclaimed Gadget as he sipped his coffee. Brain barked in agreement, standing on his hind legs as he watched the downpour from the window.

They sat in companionable silence for a while, Gadget watching the rain while Penny worked on her outline until he spoke again. "Say, Penny, isn't your school's spring formal coming up?"

"Er, yes," said Penny, surprised that her uncle even knew that her school had a formal, much less the date. "Why?"

"Well, I was just wondering…" he paused. "If you're planning on going?"

"Er, no," said Penny, glancing down at her notes again. "No one's asked me."

"Really? Not one single boy?" Gadget sounded genuinely shocked and Penny felt touched that he was concerned on her behalf. She hadn't planned on going even if she had been asked. There was no way she would risk not being able to follow her uncle if she had to on short notice. Besides, she didn't want to leave a potential date hanging dry.

"It's okay, Uncle Gadget, really," she said, looking back up at him with a smile. "I have a lot on my plate right now, what with college applications, school, and my tutoring."

Gadget nodded as he took another sip of coffee. "Well, in that case instead of staying home do you want to go to the gala this year?"

"What gala?"

Gadget chuckled. "The Metro City PD one, of course!"

Penny's eyes widened. "Really?"

The Metro City PD annual gala was a very formal affair held every year to help raise funds for the police force, as well as acknowledge retiring officers and graduating cadets. The police commissioner and mayor usually attended and due to the event's formality only children aged sixteen and up were permitted to attend. Penny hadn't been able to go last year as the gala was always held in April and her birthday was in June. Gadget had tried to make an exception for her but Penny insisted that she didn't want special treatment.

"You really mean it, Uncle Gadget?" she said, unable to hide her excitement.

Gadget smiled. "I really mean it. And Brain, you're coming too," he added as Brain hopped up onto a chair between them.

Penny's smile grew as she stroked Brain's head. "They allow animals now?"

"Not as a rule, but service dogs are certainly the exception," said Gadget, bending down to scratch under the dog's chin. "I wouldn't forget about you, Brain!" The dog barked excitedly, jumping up to lick Gadget's face.

After showering and changing into a pair of sweatpants and a t-shirt Gadget returned to the kitchen to make himself a sandwich, suddenly feeling ravenous.

He stopped short when he saw Penny slumped over her notes and books at the table, fast asleep despite the pounding rain and thunder that hadn't let up all day. Gadget felt another twinge of guilt that she had lost sleep worrying over him and quietly approached her. He winced at the position she was in - her neck and back would be sore if she stayed that way - and carefully closed the textbook. He stacked her papers in a neat pile before gently gathering her into his arms.

Gadget held her close for a moment, recalling all the times over the years he had carried Penny to her room or the sofa when she had been small. Sighing and mentally scolding himself for being a sentimental old fool, he turned towards the den.

She stirred slightly as he settled her onto the sofa. "Wha...Uncle…?" she mumbled, blinking owlishly up at him.

"Shh," he soothed, kneeling so he could brush her hair away from her face. "Go back to sleep."

She caught his hand as he stood, glad that he wasn't wearing his gloves, something that he had done more often over the years but only ever in front of her and Brain.

"You should lie down too," she murmured. "You still look really tired."

Gadget started to protest but again thought about how little precious time he had left with Penny. Nodding, he grabbed the blanket off the back of the sofa and stretched out next to his niece. Penny shifted to give him room and once he was settled he pulled the blanket over them, remembering how easily Penny felt the cold compared to him. He wrapped his arms around her torso, drawing her close.

Penny went willingly, wrapping her arms around his neck with a contented sigh. She brushed an affectionate kiss against the sharp angle of his jaw before resting her face against his throat. Touched by the gesture, Gadget pulled her closer so that her small body was resting more on top of him, safely bracketed by his arms and legs.

Gadget stroked her hair with one hand, occasionally feathering light kisses against the soft strands as she dozed. He stroked her back with his other hand, a soothing gesture that never failed to calm Penny.

"I'm worried about you, Uncle," she murmured after a while, surprising him. He had thought she was already asleep.

Gadget thought back to his nightmare and fought back a shiver. "I am too," he said quietly. Just the fact that he was admitting that much spoke volumes to Penny. "I don't know what's wrong with me. I…" he paused and swallowed before adding in a whisper, "I don't feel like...like myself sometimes."

Penny caught the unspoken fear in his voice and lifted her head to look him in the eye. "I'm not afraid of you, Uncle Gadget. Never have been, never could, never would," she added firmly. "I always feel safe when you hold me - like nothing and no one can ever hurt me."

Gadget couldn't find the words to respond to that sort of devotion. All he could do was hold Penny close as she rested against him, her breath warm against the skin of his throat.

She fell asleep like that, wrapped in an embrace of steel and titanium, lulled by large, gentle hands stroking through her hair and feeling utterly safe and secure despite the raging storm outside.

16 April, 1990

The following week passed in a blur for Penny. She and Brain had followed her uncle on an undercover mission and had barely escaped being noticed as Gadget tracked down a renegade M.A.D. agent. The mission had been a success and Penny had managed to avoid missing any classes and thus drawing attention to herself while still ensuring the agent was apprehended.

It was Monday afternoon and after picking her up from school Gadget had driven them to the police station so that he could finish up some paperwork that was past due before heading home.

While Gadget was busy with the exasperated secretary downstairs in the filing room Penny waited for him in Quimby's office. He had a small TV set in the corner turned on to the evening news while he scribbled determinedly at some forms on his desk. Penny smiled as the reporter recounted the famous Inspector Gadget's latest success against M.A.D.

"It sounds like it was quite the mission," said Penny.

"Hmm, yes, indeed," said Quimby, shooting Penny a brief look over his glasses. "It's a wonder that Gadget was able to apprehend the agent so quickly."

Penny nodded, preoccupied with watching the news cast. "I heard this particular agent was a master of disguise."

"Yes," said Quimby, scrawling his signature across several more forms. "Good thing Gadget was able to see right through him."

She nodded in agreement, her attention still on the TV. "The agent almost got away, but Brain and I were able to…"

Penny froze as she realized what she had just said. Her heart pounding, she slowly raised her eyes to look at Quimby. The chief leaned back in his chair, the leather creaking loudly in the suddenly silent room. Quimby looked deathly serious as he crossed his arms over his chest.

"How long, Penny?"

She felt her heart slam against her chest. "You...you know?"

"I've had my suspicions for some time now, but didn't have any actual proof until recently." Quimby sighed. "How long? A year? Two years?"

"Longer," Penny said in a low voice, swallowing hard.

"How much longer, Penny?" Quimby's tone had grown firm and she knew she couldn't lie to him.

"Since I was about ten," she whispered, finally looking up at Quimby. The chief was staring at her, open-mouthed with a horrified expression.

"Does he know?" Quimby said after a moment.

"No," said Penny quickly, desperately. "Please, please don't tell him, Chief Quimby."

"Penny, you've been putting yourself in danger for him for years! My God, had I known that this was going on since you were ten I would have put a stop to it!" he exclaimed standing up and leaning over his desk.

"It was my choice, my decision, Chief Quimby," said Penny, a cold fear rising up in her throat. "I'd do it all again."

"No, you won't," growled Quimby, his tone growing hard. Penny felt her throat close up with fear. "Now that I have proof of my suspicions, I'm going to put a stop to this," he added, pointing a finger at one of the papers on his desk. "I'm sorry, Penny, but I can't let your uncle stay on active duty any longer. I have to retire him."

"No!" Penny exclaimed, barely able to keep her voice low. "Please, please don't do this, Chief Quimby," she pleaded.

Quimby stared at her before sighing heavily and sitting back down. He suddenly looked very old and tired. "There are other factors to consider, Penny," he said. "Knowing what I do, I can't in good conscience keep your uncle on the force. He's not competent to continue being a police officer. He's a hindrance more than anything, a danger-"

"My uncle is not dangerous!"

"He's so clueless that he can't even see what you've been doing right under his nose for years!"

"That's not his fault! Professor Von Slickstein told me once that the surgery had unexpected side effects...that his memory was permanently damaged." As she spoke she thought she saw a glimmer of guilt in Quimby's eyes but couldn't be sure.

"Listen, Penny, when your uncle was recovering from his...surgery," Quimby paused before continuing, "No one thought he would survive the operation, much less become so self-sufficient. I had hoped that, given enough time, Gadget would recover his full mental faculties."

Quimby ran a hand through his thinning hair before looking back up at the distraught girl. "But that's not the case, and hasn't been for a long time."

"But he has gotten better over the years!" exclaimed Penny. "I spend more time with him than anyone, except for Brain, of course. You don't understand, Chief Quimby...there's been moments over the past few years where I think...I know that he's more aware of things than he lets on."

Quimby shook his head. "You should never have been left in his care to begin with."

"That's not fair," said Penny, feeling her eyes burn with tears. "He's taken the best of care for me for years!"

"Tell me this, Penny, how many times was your life in danger whenever you snuck after him?"

Penny glanced away at that. She had lost count but had never cared about the danger. "Please don't do this," she whispered, struggling to keep her voice from shaking but failing. "This will kill him, you know it will."

"John Brown has been dead for years, Penny," said Quimby quietly. "I wish you could have known your uncle as the man he used to be."

Penny looked up at that, quickly wiping at her eyes. "Who he was in the past doesn't matter to me," she said quietly. "I've only ever known him as 'Uncle Gadget'."

Quimby sighed. "Listen, Penny. I know you love your uncle and want to protect him, but this isn't something you can change. There are other factors at play here, and don't ask me for more details because I won't give them to you," he added firmly.

She closed her eyes, feeling more tears brimming but refusing to let them fall. "At least let me tell him," she said once she was able to find her voice again. "He deserves to hear the truth from me. I think I've earned at least that from all I've done over the years."

Quimby nodded. "Alright. I'll wait until you've had a chance to talk to him."

Later that night…

Gadget had dropped Penny off at home, saying that he needed to investigate a call that had come in and not to wait up for him. If he noticed that Penny seemed quiet and subdued he didn't press her for answers. Instead he just kissed her cheek and reminded her not to stay up late before driving off with a wave of his Gadget hand.

As soon as she was in the privacy of her bedroom Penny found Brain and tearfully explained to him what Quimby had told her. The dog listened attentively and when she was done pointed at her computer book.

Penny understood instantly what her friend was telling her. 'Call the Professor. Maybe he can help.'

Von Slickstein had moved back to his native Germany about five years ago but had reassured both Gadget and Penny that he was always available by phone and to call him at once if they needed his help. Penny was able to use a video application on her computer book to call the professor and glanced at the clock on her nightstand. It was early morning in Berlin and she hoped Von Slickstein was awake.

She turned on her computer and waited anxiously for the dial tone to put her through. The professor's face suddenly appeared on her screen after a few moments.

"Penny," said the old man warmly. "Good morning! Or rather, good evening, I should say."

"Professor…" she gulped and swallowed, blinking back more tears.

Von Slickstein's smile faded as he took in her distraught expression. "Are you alright, child? What's happened?"

Penny told him everything, suddenly desperate to relieve some of the burden she had carried alone (with Brain's help, of course) for so long. The professor listened silently and when she was done he said simply, "I knew this day would come, ever since the adventure in the Amazon."

Penny's eyes widened. Of course...how could she not have known?

"It was you, wasn't it?" she said. "You sent me the watch and computer book all those years ago."

"Yes. I'm glad they've been of use," he said with a gentle smile. "My dear, I've known about you and Brain aiding your uncle for years."

She nodded and took a deep breath before finally asking the question that had been plaguing her for years. "Professor?"

"Yes, Penny?"

"Why is Uncle Gadget...that is, how come you've never been able to…"

"Why is your Uncle so different from the man that everyone knew him as?"

She nodded. "I don't want to invade his privacy, but I'm so worried for him, Professor. His headaches have been getting worse. And he's been having nightmares."

Von Slickstein straightened, his gaze growing sharp. "Nightmares?" he repeated.

"Yes. He's tired all the time too - he slept nearly all day a few weeks ago, and during a huge thunderstorm."

"I see," said Von Slickstein, his mouth turned down in a worried frown. He stared down at his worn hands before looking back up at the girl who was watching him anxiously.

"What should I do, Professor?" she said, suddenly desperate for guidance.

The old man gave her a compassionate look. "That I cannot answer for you, Penny. As to your other question about your uncle's state of mind…" he sighed and shook his head. "Modern science has barely begun to explore the depths of the mind. And there are other reasons, things that I cannot explain to you. I am sorry, child, but I cannot say more than that."

Penny bit her lip. Why all this secrecy? Why were there suddenly questions that neither Quimby nor Von Slickstein wanted to answer? It unnerved her deeply.

"What if...what if he hates me for it?" she whispered after a moment of heavy silence.

Von Slickstein fixed her with his keen green eyes that were still penetrating despite being faded with age. "Do you truly believe he would, Penny? Deep in your heart, do you truly think your uncle would be so petty?"

"No. But he'll be upset."

"Perhaps," admitted Von Slickstein. "But not for the reasons you think, I daresay."

Penny yawned suddenly and rubbed at her eyes. Brain nudged her arm with his nose, his expression worried, and she patted his head before turning back to the computer screen.

"I have to go now, Professor. Thank you, and not just for tonight, but for everything you've done for both of us."

"It's my pleasure, my dear. I am sorry I cannot be of more help to you, but please remember that I will always help you, and your uncle, in any way that I can." Von Slickstein paused and smiled gently at Penny.

"You're growing up into such an incredible young woman. I know Gadget is very proud of you," he added gently.

"There's nothing incredible about me," said Penny, feeling her face flush. "I get good grades, but I still have to study really hard to keep up."

Von Slickstein chuckled. "I imagine so, especially with chasing after your uncle all the time," he said, making Penny smile despite her turbulent thoughts.

"I wasn't referring to only your intelligence Penny, although you are certainly brilliant," the professor continued. "What makes you so incredible, child, is your capacity for love and empathy. Your ability to see beyond the surface and see the actual person. Never lose that, Penny. Science is nothing if we lose sight of our humanity - if we do then we're just playing God. Do you understand, child?"

"I think so."

"Very good. Good night, child, and remember what I've told you."