Alright here is the conclusion of the major flashback/history of Ben's past. No Danny, Sam, Tucker or anyone really in this. This tells how he gets his powers. Somewhat graphic, somewhat repetitive. but gets the job done.

Disclaimer: i do not own danny phantom, just Ben.

Guardian Angel

Chapter 3

How it all happened.

The sight that he just witnessed horrified Ben, his 12 year-old mind couldn't comprehend what was going on at that moment. All he could remember was chugging his congratulatory soda that his father had given him, and then suddenly fell asleep. Ben noticed that the 2 strange men that were driving the vehicle hadn't been aware that he was awake yet.

Ben saw the sign on the side of the building pass, which gave him larger chills down his spine.

"Genetic Testing Facility? What the heck? Where am I why am I in this van? What's going on…"

A large metal door rose up quickly allowing the black SUV to enter the large structure, then quickly closing right behind it leaving an ominous sound of banging metal.

The vehicle same to a sudden halt, and the front doors swung open, and two men walked out the first one handed the clipboard that Ben's father had rigorously signed to a man in a white lab coat, which in turn, walked away. The second man opened up the back door and quickly grabbed an already scared Ben and pulled him across a room, into a chamber that resembled a prison cell. The room was made of concrete walls and floor, with the door made of a stainless steel with a small round window just barely over the reach of Ben's height. There was a cot a toilet, a sink and a small bookshelf with 7 ancient books, one of which was the bible.

Ben was too frightened to think straight, and just listened to the man who threw him in the cell.

"Stay here, and wait for someone to talk to you…" The man trailed off after shutting his door, and walking away.

"What the hell… I mean heck is going on here!" Ben shouted into the empty room, correcting his language through a strict upbringing. Ben, using his optimistic attitude, walked over to the bookshelf and grabbed on of the dusty books.

Ben blew over the top to blow off the dust, and saw the title The Science Behind the Immune system. Ben was confused, he had hoped for it to be some pleasurable fiction to entertain him for the time being. He looked through the other 6 books on the dilapidated piece of furniture. He grabbed the bible and hugged it, and started crying. He was scared; he wanted his mother.

"Mommy… help me… please…" He said with tears running down his face.

Several hours went by, and Ben was getting even more scared by the minute. He pounded on the steel door and screaming for help, it didn't seem to help until the door suddenly swung open causing little Ben to fall on his back on the concrete floor.

"Get up." The man said in a deep raspy voice that sounded like he hasn't had sleep in weeks. Ben obeyed and stood up.

"I understand your name is…" the strange man in a white lab coat searching through a clipboard full of papers. "…Ben Harrington." Ben only nodded and took a step back nervously.

"Well things are going to be different from now on. You're name is 'Test Subject 29' or just 29 for short. You are in a government testing facility in Area 51, a branch that specifies in genetic engineering. You have been specially selected to test some of our experimental projects."

Ben was in shock, and backed away some more. The man summoned 3 guards into the small cell and took Ben to a new room. On the way to the destination that the guards were taking him to, Ben saw horrible mind-blowing images. He saw people, dozens of people, in glass tubes filled with fluid. People were strapped to chairs with gags around their mouths, but he could still hear and feel the blood curdling screams for help.

Ben's mouth was wide open, as well as his deep brown eyes in fear. Was this going to be Ben? The man said he was a test subject, maybe since he was just a little kid; the men wouldn't be so hard on him… he hoped.

The guards dragged him into a room; much more appealing to his eyes, but still scared him. Hell, just being away from his family scared him, let alone being in a top secret testing facility.

Ben was sat down on a chair and once again, another man in a white lab coat sat down in a chair across a desk from him.

"My name is William Alexander, I am in charge of this testing facility. 29, there are some things you are going to have to know. 1st off, you will have 2 meals a day one promptly at 10, another at about 5 in the afternoon. Second, you will remain in the safety of you room at all times unless during testing hours. 3rd: Don't talk to anyone and listen to whatever the faculty here tells you to do." William said in a very intimidating voice.

Ben just nodded and let tears run down his cheek. They stripped him of his clothes, it was nothing much just some dirty old jeans and a cheap t-shirt that was purchased at Wal-mart. He was handed an entirely black one-piece and quickly put it on, under surveillance of rifle-clad guards.

Ben was escorted back to his room where he couldn't sleep on his rock hard cot that was even less comfortable than his futon at home. "I wonder if I'll ever make it back home…"

The next morning at 4 a.m., his door burst open and a pair of guards dragged him out of bed into a room where he was securely strapped to a table. He was stripped of the black one-piece left only in his underwear.

It was dark all around him, except for a blinding light over head that forced him to squint.

He could hear some scientists babbling about something, and then explained to him what they were about to do, casually as if it were routine surgery.

"29, you are here because you have an elevated immune system, meaning that it is preposterously hard for you to get sick. What we are about to do, is test the limits of your immune system and then elevate its power with an experimental drug that will be used by the military."

Ben only nodded out of fear, after the scientist was done explaining. He saw a ridiculously large needle come into view with a glowing blue fluid inside. He was squirming now, trying to get away, but it was no use. The needle penetrated his skin about 4 inches deep, Ben was screaming and tears were running down his face, kicking and flinching around on the cold steel table. When it was all done with, after the bright blue substance was in his body, Ben began to feel ill. He had never felt this feeling before, probably because he had never been sick in his life.

He started to feel ice cold, he was sweating, his eyes were becoming blood shot, and had lost all feeling in his body. He passed out from the immense pain until he woke up feeling wet.

"What the hell was that? What is happening to me? Where am I now? Oh my god somebody help me!"

Ben was floating in a vat of fluid, his eyes were closed, and he still felt an immense pain that he had never in his life experienced. He managed to open his eyes to gaze into the faces of a half dozen scientists studying him. He managed to hear from inside the tank practically inaudible whispers of "He's alive? That's amazing… The polio virus should have affected him more…he is the perfect specimen…"

If Ben had any energy left in him he would have tried to break open the glass tank and escape, but all he could to is fall back asleep trying to escape the pain.

He had been in the tank for nearly two weeks, staying alive via feeding tubes and other tubes connected to him to take care of "Business". There were dozens of other things being poked and prodded into him.

He was finally released from the tank and collapsed onto his cot in his room. He reached for the bible and started reading, hoping to find somewhere something that would help him. But that wouldn't help him much… just his attitude, which wouldn't help that much either.

He lay in captivity in his room for 2 more days before more testing began. He started to feel better from the injection. Ben concluded that it must have contained lethal diseases to test his immune system. He was thankful for it, but cursed it, because he knew that was the whole reason he was there. "Well, better to have it and live through this than have a bad immune system and die at home…" He tried to convince himself, but he wasn't even fooling himself. He wanted to be back home with his mom, and his dad that cared so little about him. Ben didn't know about his dad, but he would be better off not knowing.

Ben was going stir crazy, not having anyone to talk to, so he naturally starting talking to himself trying to stay sane. That logic didn't work too well. He was hungry, he was practically wasting away, and he couldn't even get 3 square meals a day. His metabolism spiked, he was depressed despite his every persistent optimism. And was going to die of malnutrition in a matter of weeks.

He looked at the analog clock bolted into the wall, his eyes had developed an ability to read things in the dark, he learned this through necessity, as he wanted to read his bible during the night, as it was the only calming thing that helped him sleep. He read that it was 2:30 in the morning couldn't sleep. Haunting memories of needles and pain scared his mind. Before he had much more time to writhe in painful memories that just happened days ago, the steel door out of his room was hastily opened as a pair of guards dragged him out of bed.

He learned not to struggle, as it only caused him more pain from the beatings of their nightsticks. But this was earlier than he thought he would be taken from. "Maybe their taking me home today… maybe…"

He thought that every single time he was taken from his cell and put in the testing room. He thought that optimism could help him today… well he wasn't so lucky.

He was dragged onto another cold steel table and strapped down. He was quickly injected with what the scientists called a pain killer, but he knew it didn't help. Ben had no clue what his body was full of now. Drugs, pain, and even more drugs that were forced into him.

"Today is the apex of all your usefulness 29, this is where all of my hard work will pay off."

Ben was outraged at his remark. His hard work? He didn't have to be stabbed and poked and tested on day in and day out, he got to sit back and handle an needle for 2 hours, that's it.

The man explained to him that this was going to be used by the military if it works.

"So it better be a successful test 29, just fair warning, if this doesn't work as planned, you will die."

Then made been petrified beyond all belief. There he was about to be injected with something that will probably kill him.

"Well maybe not, it might work, whatever it does, and besides, I lived through that polio and small pox injections… I could live…" Ben's flawless optimism always found a way to make him less self-conscious about what was going to happen. That was one of the good things about Ben; you could hardly ever get him in a bad mood, although these scientists at area 51 found a way.

The syringe filled with an ominous pitch black fluid inched near him. He was sweating profusely; this isn't how he wanted to die. He wanted to die a hero, his dream was to take a bullet for someone he loved and fade away in a dramatic scene. Alas, his life isn't like daytime soap operas.

The needle penetrated the skin of his neck, and Ben let out a scream of pain. The liquid inside was searing hot and burning him from the inside out. Cries of pain shot from him, tears of pain flowed like rivers out of his eyes, swear words that the devil himself flinched at were spoken. The pain was far too immense.

Ben nearly passed out again from the pain, but he held on, knowing that if blacked out there is a chance he might not wake up… ever. It was tempting, to give up life, to get rid of the pain and vice versa. Ben loved life too dearly to give up on. He wanted to live, to show to the world that he had beaten the odds.

The pain quickly subsided as Ben raised head up from the operating table. His veins were very visible, and were blacker than they should be. The drug must have done what it was supposed to do.

"That drug we just gave you is supposed to increase the potency of you platelets. The cells in your blood that heal up wounds. The drug looks like it has taken full effect." The assistant of the man handed him a long scalpel, which he was closing in on the strapped down arm of Ben. "Let's just see if it works…" The assistant took out a stopwatch and was looking at the scalpel waiting for it to make a cut into Ben.

He screamed and writhed in pain, though not as severe as the injection, but still enough for him to cry his eyes out. He looked at his bicep, which had a 1-inch cut in it, and looked back up at the assistant, who was looking at his bicep as well. When Ben looked down, the cut had stopped bleeding. Ben was shocked. Had the drug worked? Would he be free to go? Ben looked back up the assistant who was quickly taking notes, looking at the arm and at his stopwatch. When Ben looked back down, he realized that the cut had almost completely healed. It was still defiantly there, but it wasn't hurting anymore, it had significantly shrunk in size. He could still feel the pain. He had become used to pain, it didn't bother him as much as it did as the beginning of the whole ordeal, but he still hated it.

He looked up at the scientists which all had grins on their faces, Ben's face was sweaty, red, beat up, and bruised. He Ben had no smile, his eyes were bloodshot, and more rings under his eyes than a 6-year-old tree.

He wanted to get revenge on those who treated him like a lab rat. He couldn't budge from being strapped to the table, but he could squirm enough to start to loosen the straps around his hands. The scientists were too busy congratulating each other. Ben breathed a breath of relief as he pulled his right hand from the strap, he grabbed one of the scalpels from the nearby workbench and used to quickly slash open his left hand free, unaware that he even slashed hand severely.

He quickly got out of the table and made a run for it. He almost made it unnoticed until one of the celebrating scientists spotted him running across the large room.

"Guards! Stop him!"

"Oh, shit…"

The security guards that were patrolling the area quickly spotted him and shot many tranquilizing darts in his direction. Several hit him, causing him to trip, but he quickly got up and ducked around the corner of the hallway. Ben yanked out the darts, with half-inch long needles, and started to feel a little dizzy.

Ben made a run for it. He snuck around the facility, until he made his way to the entrance. He remembered it clearly from first being introduced to this horrible place.

He was dodging out of the way of dozens of guards, and the alarm system was initiated. Soon he would be in deeper trouble. He though fast, and made a quick prayer…

"Dear God, please… help me after all of this hell I have been through… I need a miracle."

He soon heard the sound of hundreds of stomping boots heading towards him. He rushed for one of the black SUV's and jumped in the drivers seat. He found what seemed to be a garage door opener on one of the visors in the vehicle and pressed the button, the large metal door quickly opened and Ben had found his way out of this hell-hole. All he needed to do was turn the keys and…

"Oh shit…keys! I don't have keys…"

Ben wanted to get out and risk running in the desert, but he would die… he quickly looked to the key hole, hoping that he could miraculously hot-wire it when lo and behold, the keys were in the ignition. "Thank you God…" Ben said out of breath, while he turned on the car.

He zoomed out of there as fast as he could, leaving that place for good.

He finally made it to a recognizable road and started driving until he ran out of gas.

After about 4 hours on the barren road, he stopped in some city, got out of the car, and collapsed, ironically, in front of an adoption agency.

2 years later.

Ben was now living in Oregon. He didn't want to leave, but he couldn't go back to his parents. He heard on the news somehow that his dad was under arrest for murder of his son. Which Ben found strange because he was still alive. (Charles couldn't release the info about area 51, so was assumed he murdered him.) His mother commit suicide after all that and Ben wound up in a foster family. He had just hit the pinnacle of puberty when he felt strange. A pain that he only felt 2 years ago soon arose, he fell backward onto his comfortable bed and started to get dizzy. Ben fell asleep, and decided it would have to wait till tomorrow to worry about.

Now present Day.

Ben had gotten used to living in Amity Park. He saw much of the stories of Danny Phantom on the news, and didn't believe a word they said. Ben didn't think that the ghost boy was evil, he saw him do good for the greater cause of the city.

Ben was happy always on the outside, but never had many friends. He was depressed a lot when he came home from school, he was glad he met Danny, Sam, and Tucker. They were his first real friends. But the stress was too much for Ben to handle. Memories form area 51 still haunted him, and the loss of both his father and mother didn't help.

His foster parents suspected that something was wrong, and they always tried to help him. Ben turned them down, denying that anything was wrong. His depression had gotten so bad, that he found himself shaving one morning, after his shower with bits of shaving cream still on his face, with his razor in his right hand, staring at the underside of his wrists…

A/N: Don't worry he'll be fine! Please, i know this was a somewhat crummy chapter, but i promise next ones will be more DxSxBen. Remember this story is still mostly about Danny, i just need everyone to know the history behind Ben, and how he becomes helpful to Danny.

Please review! I want constructive criticism... and i know there are some mechanical errors like grammar and spelling. But please, some tips on how to guide this story...

plz and ty