Genesis Part Three

Disclaimer: I don't own FF7 and Ben 10 or intend to make money off of this.

A/N: The Omnitrix is this story has more improved features such as longer hero time and needs less time to recharge. Also for alien descriptions I usually use the ultimate alien design.

With Jet Ray's amazing flying speed, he made the trip to Midgar in record breaking time (only stopping to let the Omnitrix to recharge); leaving him with several extra hours of late night snooping to enjoy.

The trip; however, raised even more questions the high viewpoint allowing the high power teen to see the land's weird contrasts with his extremely sharp eyes.

Past the dark foamy waters of the sea, plants greeted the hero's eyes for a couple of miles before gradually transforming in a wasteland.

He would have called it a desert, but it lacked vegetation of any kind; no bushes or cactus, just dry barren land.

Spotting a nice place to set down along the city's outskirts, the manta ray like alien landed, only stopping to switch back to Ghostfreak; his continued flight guided by the numerous lights that lighted Midgar's interior.

Invisible to the naked eye, he flew over Midgar; the city looking unnaturally designed to his opinion, a metal monstrosity located in an area of devastation; various places riddled with obvious signs of unfinished construction.

Truthfully, the place looked more like a large industrial park or factory; the surrounding wedges of land hosting run down looking buildings hardly contradicting the idea.

Shaped like a sliced pizza, the crude metal factory look is completed with eight large looking smokestacks or mako reactors, (according to Lucrecia) used to harvest mako, a natural energy source of the planet. The reactors are located near the outer edges of the city's walls, each one numbered from 1 to 8 clockwise.

In the center is the jewel of Midgar: the Shinra Building, the tall landmark proudly displaying the Shinra logo in the center, connected to the rest of the wedges with thick pipes.

The structure is thicker at the bottom before becoming thinner at the top, two smaller towers leveled at the middle on each side; all three skyscrapers lined with numerous windows and lights. Two tower looking tanks are attached to the right side of the main building ¾ of the way up. The rest of HQ is shaped like a barrel before thinning to a needle like shape.

Strangely the base of the structure also glows green like the mako reactors. Could they have a reactor under the building?

As he passed the smoked filled reactors, Ghostfreak couldn't help but cringe.

"Ugh, all this pollution, I'm so glad that I don't have a nose right now", the teen thought gratefully.

Ghostfreak shook his head in sheer disbelief thinking, "How could anyone come up with the bright idea that having eight reactors in a city could be a good idea. No one could be that stupid…" he nearly stops in mid-flight as he thought of the unsavory practices Lucrecia had told him about.

"No, they simply don't care", he said aloud grimly.

He survey his target up and down carefully, "Top or bottom… well important people's offices are usually on the top floors so top floors it is"

Floating to the top, Ghostfreak enters the building, his intangibility bypassing security with ease.

The first floor he arrives in looks like a high executive office; it's interior decorated with various pillars around the wall and velvet rugs lined the two set of stairs leading to the next floor.

The creepy alien immediately saw his quarry, an elaborately designed computer desk with an extremely comfortable looking chair.

"Let see if you have what I need know", he said quietly before slamming the dial on his chest.

"Upgrade", he whispered; the four fingered techno-organic melting into the computer and accessing the building's mainframe.

As Upgrade interfaced with the computer, he gained access to the Worldwide Network, which he figured is their equivalent to the internet.

Inside the mainframe, the surroundings take on a scene of virtual reality posing as green and red lines of code as Upgrade, a melted pool of black with green lines of circuitry, slides through Shinra passcodes with ease examining various types of data along the way.

"Hmm, so this is the President's personal office, heh I guess my line of reasoning worked"

His amusement quickly turns to disbelief as his access to the computer shows that only the President has access to the cameras on this floor.

"What the… why? Is this guy that arrogant or does he just like watching himself on camera", he thought to himself, shaking his head before getting back to the task at hand.

Upgrade, using his extremely advance processor, shifted quickly through the massive droves of data discarding anything deemed not worthy of interest, his attention turning to codes coated with massive firewalls and passwords.

The teen's bored methodical scanning came to an abrupt stop as he began to read memos and research notes depicting very disturbing intent.

Even hearing Lucrecia's personal experience with Shinra hadn't prepared the superhero for this…

The recordings, pictures, and disturbing Projects performed by the Shinra Science Department's top scientists boggled Upgrade's mind.

If he had been an organic being at that moment, the teen would have probably lost his dinner.

Even though he's emotionally thrown thru a loop, his processor is still at work analyzing various projects; notably Jenova Project S and Project G.

The breaking point comes however, when he discovers a link within Project G to something called Project Deepground.

He surges into Project Deepground, absorbing the data in milliseconds; the moment Upgrade had finished processes the information, his resulting rage nearly crashes the entire system…

"These people are monsters…. I don't even…" he thought in disgust.

The mere thought of the so called 'research' made his circuitry boil with rage moving himself even closer to overloading.

Angered beyond belief, Upgrade could not calm himself down quickly enough. Just as he is about to overload the system, he registers a virtual back door opening.

A single green eye turns to regard two blue mako ones.

"Shelke Rui", he thought numbly, the sight of the young girl being a Deepground soldier pushing the hero over the edge.

His last conscious thought is to push her back through the back door before everything turns a bright green…

The super powered hero awakes to a piercing headache and a loud ringing sound… an alarm.

He is back in the President's office, the computer that he had interfaced with now a hot melted mess.

Upgrade's inner programing tells him that he has only been out for 30 seconds; apparently rebooting after having a massive meltdown.

The office is now mostly dark with only emergency lights on, but that didn't matter to Upgrade…

No, he has bigger fish to fry in the Shinra building's archives; he refused to leave this godforsaken place without hard evidence… one way or the other the people in charge are going to pay.

With a quick hit on the dial, Ben changes back into Ghostfreak, a malevolent glint in his eye.

Sinking through the floor, the angry hero makes his way down to the 45th floor.

20 Minutes Earlier…

Angeal replayed the footage from their last fight. He shuts off the footage just as the broken piece of blade cuts Genesis's shoulder.

He sighed shaking his head; everything had gone downhill after that, Genesis being more secretive than usual and trying to hide the fact that his wound hadn't healed.

Angeal rubbed his tired eyes, knowing that having these thoughts weighting down on him would not let him sleep.

Just as he was about to retire for another sleepless night, the power went off and the emergency lights clicked on.

Surprised the First Class SOLDIER is even more astonished when he spots Turk operatives racing towards him.

The first, a man with red hair lazily tied back with a horizontal red line on each cheek slid to a stop panting lightly.

Still fighting to regulate his breathing, the red head pointed a finger at his newly arrived companion, "How are you even breathing right now Rude; those stairs are horrible yo"

"I told you to pace yourself Reno", Rude grunted in annoyance, a tall bald darker skinned (compared to Reno) man.

"First Class, you're to accompany us, we have an intruder yo", Reno said gesturing with his stun baton.

On Ghostfreak's way to the 45th floor…

The alien's arrival to the Science Department's main laboratory is immediately greeted with the presence of several different people in either lab coats or suits; the suits (Turks Ben's mind supplied) all listening to a man with a vial in his hand rant at them.

"The Turks' duty is not to make excuses; it is to complete the tasks men set for them, like me…"

The rest, various scientists of some sort, stood around listlessly like puppets with their strings cut; both groups ignoring a poor man moaning pitifully and foaming at the mouth, his skin appearing to bubble turning a disturbing blue color.

The man is contained in a large circular containment cage in the center of the room.

Ghostfreak stops in disgust, hiding by a wall while he switches to invisibly; his anger starting to border on hatred as he beholds the mad scientist himself, Hojo, a tall thin unpleasant man with a scowl permanently etched on his face.

He finished talking to the Turks and walked to the cage to study the poor victim like an interesting bug he wants to dissect.

The teen floats to the cage as well, his mind racing on how to help the guy; however, the luxury of being incognito is taken away by the Omnitrix, "Warning, major DNA damage detected"

Assuming that the watch is talking about the guy in the cage, the hero gives his consent; giving away his position as the other occupants of the room look around wondering where the voice came from.

"Omnitrix, repair the DNA", the alien ordered causing a green bream to emit from the Plumber logo and run down the vial.

"DNA repair complete, commencing new DNA scan now", once again the green bream sweeps down the vial.

Surprised beyond belief, the teen's attention on the Omnitrix is promptly taken away as the poor victim in the cage breathes his last with a loud wet choking sound.

The teen's invisibility completely drops as he floats into the cage to see if he can save the guy's life… but there is no pulse.

As the rest of the room's inhabitants scream in shock or get their weapons ready (the Turks), Hojo quickly comments, reaffirming his heartlessness to the young hero, "Hmm, a new test subject for the price of one, very acceptable"

That tasteless comment is the last straw for the anger hazed mind of Ghostfreak; he doesn't care what that no good piece of scum with glasses has within the vial in his hand nor the inconsequential scanning and repairing of said DNA by his Omnitrix…

No, he is more interested in the satisfaction of using his enhanced strength to throw Hojo (he refuses to call him Professor) and his minions back and forth into various walls. The satisfaction of the vial breaking and turning into a useless mess on the floor is just an added bonus.

"Ah the satisfying sound of bones snapping", he thought crazily, lazily turning intangible in order to dodge bullets. "It's only the screams of terror that breaks Ghostfreak from his thought blocking rage.

"Whoa, Ben get yourself together, you're a hero not a murderer", the alien teen cautioned to himself; releasing various scientists from his painful grip.

Cooling down slightly, he reassessed the situation: Hojo and the other scientists lay unconscious on the floor in undignified heaps; a single Turk remaining to loyally block the exit.

"Hey where did that red haired and bald guy go? Ugh never mind I'm on the wrong floor anyway; back to the mission", he mentally sighed, wondering what Lucrecia is going to think of this.

At the sound of a gun clicking, he turns to look at the only Turk left to attack him.

The Turk is a tall man with long black hair tied back into a ponytail and a dot in the center of his forehead; rapidly reloading his gun.

Annoyed beyond belief, Ghostfreak turns intangible again as a burst of flame is fired at him.

"I don't have time for this", he says in frustration and then sinks down to the next floor.

As he pasts by, he is promptly greeted with the sight of another group of lab coats all grumbling about the lack of power…"Why are all these people here, do they ever sleep?" the super hero thought incredulously.

Ready to get out of the Shinra Building, the teen ignores the rest of the floors that he passes through, only stopping to see the red haired and bald Turk rush by accompanied with a First Class SOLDIER that he recognized from the files: First Class Angeal Hewley.

The 45th floor is a huge library filled with shelves of folders and rows of filed cabinets.

Ready to leave the Shinra Building, Ghostfreak sets to work immediately gathering up classified files. In his hurry, the superhero fails to notice that he is not alone in the archives.

Instinct (cultivated by several battles) is his only warning, as a massive red blade heads towards his body.

He dodges the attack by turning intangible quickly; the red blade and red trench coat with studded black shoulder pads quickly revealing the red haired attacker to be First Class Solider Genesis Rhapsodos from the Project G files.

"No such luck, monster", the sword darts forward in its master's hand; the appearance of a creature looking to steal Shinra secrets, a minor inconvenience to Genesis. Who had sneaked in the archives earlier to discover if what Hollander had told him was true.

His minor problem of a wound that refused to heal quickly, turns sour as the stylish SOLDIER starts to feel under weather. Common practices/exercises done for years without effort now results in creaking joints and skin more susceptible to wounds than usual, requiring several uses of high level healing materia in order to heal.

After days of searching for a cure and failing, Hollander appears proposing a partnership and telling a tale that Genesis refused to believe without proof.

The next few minutes of 'battle' quickly turns into a meaningless chase around the room… a standstill caused by intangibility and Genesis's reluctance to use materia spells that could damage important Shinra documents.

Thus, Ghostfreak simply evaded Genesis's blows by turning intangible and the First Class countered by attacking the moment he solidified; the red hair's speed so quick that the teen could not waste using his few precious seconds to change form.

"Warning: Minor DNA damage detected", the Omnitrix droned, causing Genesis to pause his assault in interest.

Seeing his chance, Ghostfreak solidified and slammed on the dial, "XLR8"

A green flash lights up the room and reveals a black and blue velociraptor with a blue striped black tail. He wears an angular helm, the face blue with black lips and a black angled line running through each eye; stopping the follow the curve of the cheekbone. The alien has three fingered sharp claws and a long pointed spike growing from each elbow.

XLR8 moves, his two toed feet with a black wheel jutting from the middle of each foot (in between the two toes) accelerating so quickly that to his perspective, time has come to a stop.

Genesis stood still, his sword in position for another lunge. The speedy alien relieves him of his weapon, casually gathering the rest of the documents that he needs, and then proceeds to help Genesis by allowing the Omnitrix to fix his DNA…

Only to stop before the words leaves his mouth…; this man's DNA had been tampered with most of his early life…does he really have the right to take away what choice this guy has left?

No, but the science reports on degeneration revealed a horrible fate for those with unstable genetics …

"I don't have time to explain, and would he even believe me", the teen thought his brain thinking at lighting speeds.

He mades an executive decision: "Omnitrix, repair damaged DNA", XLR8 said firmly.

To Genesis's point of view, he had only started to lunge before a green beam ran over his form leaving him feeling strange…. he only catches a glimpse of Ben's new form before it vanishes.

A blur passes by and Genesis is now alone, the ransacked room and his sword (to his astonishment and ire) its tip buried in the floor by the door is the only evidence of battle.

He takes a moment to take it all in; an elite First Class has failed to defeat a single creature and allowed it to get away with sensitive material.

Furious, he grabbed his sword and rushed down the hall, his speed quicker than ever before, he felt stronger… faster… perfect.

If someone had been in the hallway with him, they would have seen his eyes change for a second to silted blue green eyes.

"So Smug… but for how long", he fumed, his ego taking a major beating (he could just see Sephiroth's smirk).

The monster is fast and (as much he didn't want to admit it, faster than himself) will probably require a haste or a slow to defeat it.

By now, it was probably already halfway to the exit or had changed again; the last few seconds had happened so fast that he could barely comprehend it. One second he had his sword and then the next second it was gone.

As he walks, his mind continues to ponder the question of the strange voice coming from the weird emblem on the creature's chest and what that green beam did to him…

Rhapsodos rotated his shoulder experimentally and peeled away his coat for a better look, the lack of pain bringing a smile to his lips.

"Infinite in mystery is the gift of the Goddess", he breathed in wonder as he took in the unblemished skin…

"Warning: Power down 70%, recharge advised", the watch monotones, the switch from XLR8 back to Ghostfreak then later Jet Ray drawing what power the Omnitrix has left.

He needs to get to the outskirts of Midgar before the Omnitrix has to recharge or risk being stuck in an unknown city or caught by Shinra.

As he flew to his destination, he couldn't help but wince at the thought of the lectures and outrage that he is going to receive from Lucrecia.

Meanwhile…

In the secret Reactor 0, as Shelke Rui continues to sit unconscious in her synaptic net dive gear, all of the Deepground computers glowed green as the plumber badge briefly appears.

A/N: This was a hard chapter for me to write and I hope you enjoy this.