Disclaimer: Don't own Fusion fall or the cartoon network show. Wouldn't be work and would have a lot more type for my stories if I did. : P

Ok, in my last chapter I realized that I didn't relay to my reviewers, so here goes:

Lyle: thanks for the nice review, and good guess on the nanos, but the three I was talking about were Number 2, eddy and Eduardo. After all Dex was there at the creation of nano Buttercup.

Lady Lyre: Thanks, glad to know I stay within the guidelines. Hope you liked the last chapter and this one. Also thanks for helping with my grammar, (rubs back of head), I'll keep an eye out for stuff like that, but I'll take any help I can get.

FusionFaller01: (Laughing) I can so see Mr. Herramin doing that.

MusicStar21: Yeah I did beat up on Dexter, but hope the second chapter was to your liking. Though I did beat him up some more.

Now on with the story.

"Where are they?" yelled Ben, as he leaned over the edge of the carrier and watched as section after section of Tech Square turned into a sea of fusion matter.

"Relax Ben, you know Dex. He'll try everything he can think of before he'll give up on the square," replied Number Five, but she looked just as worried, as she looked over the edge herself.

"Look, here comes the scamper!" shouted Ben, as he jumped up, relief coloring his voice. That relief turned to confusion when the only ones to step off the scamper were Number 2 and the kid from the past.

"Where's Dexter? Bubbles? Blossom?" asked Ben, his gaze going from one to the other.

"I don't know about Blossom or Bubbles, but Dexter stayed behind. That's what the kid told me in the scamper, said Dexter told them to go on ahead, that he had to make sure the fusions didn't get his inventions," Number 2 voice trailed off towards the end, as he caught sight of the angry look in Ben's eyes. Ben didn't seem to notice the discomfort that he had caused his friend, as his heated gaze fixed on the kid next to Number 2.

The same kid that had already put a good distance between themselves and Ben, sensing that Ben's anger was now directed at them. Seeing the kid's defensive posture and the guilt in their eyes, Ben felt his anger melt away to be replaced by his own sense of guilt. Ben knew that Dexter was an unstoppable force once his mind was set on a goal. So Ben couldn't bring himself to blame this kid, who had done nothing more then exactly what Dexter had wanted them to do. Besides there were really only two people to blame for this mess, Fuse for attacking the plant in the first place, and himself for not being there to help Dexter.

"I'm sorry." Ben then turned and ran for the side of the ship. Even as he heard his friends calling his name, he turned the dial on the Omnitrix, and slapped it down he jumped over the edge. Then the others voices quickly faded, as the form of Jetray sped away form the ship. He headed for the only section of the square that was left, determined to find his friends and bring them back to safety.

Despair slowly began to fill Ben's heart, as he flew back and forth over the only section of land left, and saw no sign of his friends. Then he suddenly stopped dead in the air, a movement to his left having caught his attention. For a moment, he was disappointed to see that it was just a group of fusion mechs, but that changed as he caught a flash of white and red in the middle of their group.

Changing directions, Ben managed to catch the first two mechs by surprise, and sent them into the fusion sea below them. The others of the group were quick to try and shoot him with their lasers, but Ben was faster and soon had destroyed all the mechs in the area. His victory was short lived, when he realized that Dexter's fusion double had been in the group, and was now holding the body of his unconscious friend near the edge of the cliff they were on.

"Land and transform back into your human self. Or the boy genius will die." Knowing the Fusion was not making an idle threat, Ben quickly landed and transformed, placing his hands behind his back as he did so. "Lord Fuse will be pleased, the boy genius and the Omnitrix all in one day. This attack couldn't have gone better. Take him to the transport, and secure his hands, we don't want him changing into one of his aliens."

Ben said nothing as the restored mechs grabbed one of his arms and started to drag him away. Looking up, he could just make out the carrier slowly turning away, and start in the direction of Sector V. A small feeling of relief fleetly filled him, knowing that at least some of his friends were going to be safe, for he knew that Dexter and he would probably not last long. Especially himself when Fuse found out he had made the Omnitrix worthless. Amaeth had told him a long time ago, not long after he had stopped the Omnitrix from self-destructing, there was a way to fry the Omnitrix. By pressing several key places on the underside of the devise, it would make the design unreadable and erase all the DNA info stored in it memory.

As he watched the last piece of Tech Square disappear into the fusion sea, Ben couldn't help but wonder about two things, how long before the Fusions realized the Omnitrix was now completely dark on his wrist, and how much longer his friends could survive.

Author's notes: Well I'm not sure I'm really happy with how this chapter turned out. I may have to rewrite it, but if people like it I'll leave it alone. So there's your hint, review. Pretty Please!