A/N: Thanks so much for the kind reviews, your words make my heart happy X3


Chapter 2

Zim headed towards the lift that would take him up and out of his lab, door before another realisation struck him. Out of reflex he had reached for his contact lenses and wig, but his disguise… it was awful! He couldn't leave the base like this. He knew this sudden fear was fairly irrational, as his costume clearly had been enough to avoid detection - he'd been wearing it for years after all. But now that he could see how meagre it was it stopped him in his tracks.

He became aware that his fear of the humans was much more acute than it had been before. When functional the inhibitor filtered a fair amount of fear out of the Irken body, leaving only enough that the fight or flight defence still worked, keeping the body safe and motivated. A dash of fear of their Tallest didn't go amiss either, just to instil loyalty. What he felt now was something else entirely. Never before had he been gripped in the demobilising icy claws of terror. Logic told him the humans were too dumb or disinterested to ever capture him, but the thought of being chased, caged and experimented on chilled him to his core.

He took a step back and tried to clear his mind. He would make a new disguise now - he was sure he could have it ready by morning. He needed to stop getting so worked up about everything. The Dib would be fine for tonight. He'd been well enough to run from his base, and there hadn't really been that much blood so he couldn't have cut him that deeply. He clenched his fists in aggravation at his shaking nerves.

He turned back towards his lab. The sooner he got on with making the disguise the sooner he could check on Dib. It gave him an idea – he could go into the school tomorrow under a new alias, a fresh start. He liked the sound of that, if only it could be so easy with his own people. But humans were easy enough to fool. Though the thought of being surrounded by those loud, filthy juveniles made his skin crawl more than it ever had before, he knew he would just have to get over it. He couldn't stay hidden away in his base forever. It would even give him a chance to observe the Dib without his scrutiny, after all 'keep your enemies close' was the oldest one in the book right? He was sure Dib would work it out quite quickly though, he didn't miss a thing that boy.

He began the work right away, trying to still his trembling hands as he grabbed his tools. He would make a holographic disguise similar to the one Tak utilised - it shouldn't be too hard to make in one night. He tried to focus on his task as much as he could, but despite his newfound smarts his unsettled mind made quite an impact on his progress. His concentration was clouded with anxiety and his thoughts kept straying to whether or not the Dib had sought medical attention.

It took him far longer than it should have done, but come morning the device was complete. The screen came up with the options for his appearance. He had uploaded the data he had collected on what humans deemed 'normal' but he also used images of Dib for the computer to work from, so that it would give him something that would fit in well with him. He just wanted the Dib to trust him was all, it would be easier that way. Besides, everyone always ignored Dib so it must be a good look for blending in to the background.

He chose messy black hair which was longer in the front but short and spiky at the back, pale skin and as inconspicuous a nose and ears as he could manage. For the top he didn't branch out too far from his invader uniform but decided on a long-sleeved top, with black arms with thin red stripes and a red body with a simple Irken-esque motif in black on the chest. Humans didn't normally wear gloves all the time so those had to go. His pants he kept the same but for his boots he chose a slightly more human shape – shorter, chunkier and with buckles. For his pak it would just have to look like a human backpack, there wasn't much else he could do. He would just have to hope no one noticed that he never took it off, it had worked for Tak.

Feeling quite pleased with his new look he downloaded his selections to the device before ejecting it from the console. A metal arm slipped out of his pak ad took the small contraption before withdrawing back inside, slotting it neatly inside the mechanisms of his pak. Zim's body shimmered as the new disguise loaded. He looked at his reflection in the screen, finding it immensely strange seeing another species staring back at him. It had never occurred to him before now, but he supposed humans didn't actually look all that different to Irkens. He even quite liked the clumps of fur they had on top of their heads, but he did miss seeing his antenna poking out.

He took a deep breath. It was time to face the school.

Zim cowered as he squeezed his way down the busy corridor towards his classroom. He couldn't help but flinch every time someone shoved past him or shouted over his head. The disguise was working perfectly though, and no one paid him a blind bit of notice.

It had been easy to ensure he was placed into Dib's class – conveniently one of the other students had just left on exactly the same day. As the bell rang kids all crammed themselves into their respective rooms, jostling to get through the doorways. Zim hung back a little until the dust had settled, before following the last teen in through the door.

In that split second of passing through the doorway he felt his mind whirl with a sudden influx of dreads – what if the Dib wasn't in school today? What if he was fighting for his life in the hospital? What if he was already dead?

But no, there he was. He looked a little paler even than usual but he was certainly alive enough to be in school. Zim exhaled in relief. He walked apprehensively up to the teacher – a scrawny, irritable man who was undoubtedly more than a match for Ms Bitters.

"Oh great, another new one." He grumbled, barely even sparing Zim a glance. "Class this is Red, he's new. Go sit down in that empty chair, now." He ordered with distaste, and Zim obediently headed towards the vacant desk – his old one of course, he hoped that wouldn't help give him away.

At this Dib actually began to pay attention. He had been mildly curious about the new kid – he was dressed quite cool, but for some reason he looked really familiar. But something wasn't right here.

"But that's Zim's seat." He protested, frowning.

"Zim has left the school, he won't be returning. Now don't talk out in class." The teacher snapped.

"He's… left?" Dib's face fell, his mouth hanging open in disbelief.

"Awwwwh Dib's gonna miss his booyfriiieeend!" One of the popular girls trilled drolly, much to the delight of the class who all giggled profusely. But Dib couldn't care less about the mockery. The cruel laughter and teacher yelling at them all faded into the background.

Zim was gone? His brain didn't know how to process the information. He felt… sad. Really sad. But Zim was annoying as hell, so shouldn't he be happy he wouldn't have to put up with his nonsense any more? Especially after what had happened last night - that had been just plain scary. He'd never seen Zim look so incensed before. He wondered whether it meant Zim had just moved to somewhere else on Earth or whether he had completely left the planet. The letters on his page swam before his eyes – man he'd lost a lot of blood, maybe he was just going delirious.

Zim watched Dib's reaction to the news with great curiosity. He looked so woeful, but why? Maybe Dib was angry that he wouldn't be able to get revenge for Zim slicing him open. But no, he really did look more sad than cross. He couldn't make sense of it, but then again he still hadn't made sense of why Dib had saved his life either.

The teacher droned on, oblivious to the drama he had unleashed upon the two students, and the lesson seemed to crawl by at a torturous speed. Zim continued to subtly observe Dib, who only seemed to look more despondent and pallid as the seconds ticked by. He thought about what his next move should be. He wanted to stay near to the Dib – for starters he didn't like how ill the boy was looking, but he didn't know if he should introduce himself or just keep a safe distance. Surely he would recognise his voice right away, and he didn't even know what to say. What did humans talk about?

He still hadn't decided when the bell rang for the end of class. He saw Dib wince as he stood up whilst clutching his front, and the guilt made him feel nauseated. When his hand moved away Zim could see specks of blood staining the boys top. Zim scowled and got up as Dib began to put his things away into his backpack, approaching the boy cautiously.

"Are you okay? You're hurting," Zim asked pointing towards Dib's belly, praying his voice didn't betray how nervous he felt. He tried to keep his voice low – it should be enough to keep him from discovery for a short while at least considering he used to be incapable of talking at a normal volume.

"What? Yeah I'm fine," Dib glanced at the new boy, feeling confused that someone was actually speaking to him – a rare occasion – but feeling far too distracted by all his racing thoughts, and the fact that the room was starting to spin.

"Have you been to the nurse about that?" Zim probed.

"No, I told you I'm fine. What's it to you anyway?" Dib insisted moodily, not waiting for a response before storming out of the classroom as steadily as he could manage.

So it looked like the senseless human hadn't sought any medical attention. Zim felt a spark of irritation at being brushed off so hastily, but shadowed Dib out of the room and down the corridor. He needed to do something about that wound and soon, but Dib was in no mood to take help from a total stranger. He stopped at his locker, forcing Zim to stop behind him. Dib sighed exasperatedly.

"Why are you following me?" He complained without bothering to turn and look as he angrily shoved books in his locker. Zim narrowed his eyes, unsure what to say in response. "Trust me you don't want to be seen hanging around with me, it's social suicide. So you might as well go and find someone else to bother."

"Maybe I don't care what anyone else thinks." Zim answered simply.

"Ok… but still. Why me?" Dib stopped what he was doing and turned to look at the boy, genuinely curious now. Zim thought for a moment, and gave a small shrug. Dib sighed again. "You're annoying." He slammed his locker shut and resumed walking, quite aware the strange youth was still trailing behind him.

He should have cared more. Isn't a friend what he'd always wanted? He knew he was potentially spoiling a once in a lifetime opportunity, but he was still too busy thinking about Zim leaving so right now he just didn't care. And so the day progressed much the same. Dib wobbled about the school, not feeling entirely in the land of the living, while Zim kept a close eye on him. By lunchtime Zim had had a few lessons during which to think about the things he wanted to ask Dib, so when he spied the gloomy teen hunched over at one of the tables in the cafeteria he plonked himself down on the bench next to him.

Dib didn't know whether to be more frustrated or surprised that Red had sat next to him. No one else had ever shared any table with him, let alone sat next to him. Why did this guy have to pick today when he just wanted to be left alone. Just looking at his food was making him want to hurl, and it was getting hard enough just to stay awake. He decided not to say anything and let Red make the first move. This resulted in quiet for some time, neither of them actually eating any of the food but just pushing it around their plates.

"What are you so sad about?" Zim eventually plucked up the courage to ask, keeping his eyes down on his food. Dib started, he had almost drifted off.

"What? Oh.. is that really any of your business?" He didn't even have the energy to be angry anymore so he didn't sound very threatening. Zim just shrugged again and Dib sighed, caving in. "The person you replaced… he left and I didn't know until you sat in his seat this morning."

"So… you liked him?" Zim swallowed nervously, though he didn't really know why this was making him so nervous.

"No… but… yeah it's really complicated. I guess I'm just wondering why he left so suddenly, and whether I'll ever see him again." Dib wilted. Saying it out loud made it seem more real.

"Why was it complicated? If you didn't like him why do you care." Zim tried to keep his voice level, not wanting to reveal the emotions churning in his belly. He'd made Dib's life a living hell, what right did he have to feel hurt that the human didn't like him? This was madness.

"Jeez you're nosey. He was just… cool. But in a way that's really hard to explain. You'd just say I'm crazy and I'm trying to shake that stereotype. He was really annoying though, like you." He couldn't very well say, 'he was an alien and my only hobby was obsessively observing him'.

Zim tensed at that last bit, finally stealing a glance at Dib. He was surprised the Dib human hadn't worked out it was him yet, but the boy was clearly not all there. The bloodstain on his top had grown since this morning, enough that he was surprised no one had forced the boy to go to the nurse yet. He felt a pang of something at the realisation that no one else seemed to care enough. He watched Dib push his food around some more.

"You should eat, you don't look so good."

"You're not eating either." Dib retorted stubbornly. He finally set his fork down, giving up. "No… I can't face it. I think I'm gonna go get some air." Dib shakily got to his feet, heading for the door. Zim quickly leapt up to follow, watching carefully as Dib swayed awkwardly through the crowd.

Dib reached the exit at last, pushing through the double doors clumsily and finally feeling the cool air brush soothingly against his face. His relief didn't last long as Zim emerged through the doors behind him.

"Look would you just leave me alone?" Dib whipped around angrily, but it was more than he had the strength for. Black spots danced across his vision and he felt the ground rising up to meet him.

Zim caught the falling Dib nimbly, gently setting him down against the wall. Carefully he peeled the bottom of the moist t-shirt up to inspect the damage. Dib had wrapped some gauze around himself, but that looked about as much as he had done and the bandage was soaked through. Zim winced. Stupid human. At least he had fainted outside where no one was around to see. There was nothing else for it, he had to take care of this. He delicately picked the boy up and headed out of the school grounds. Once he was sure no one could see he used his spider legs to assist in the carrying, hurrying back towards his base.


Dib sluggishly blinked his eyes open. Thick tangled cables in hues of dark red and purple swam into focus overhead. Where the hell was he? He tried to think what the last thing he could remember was. He had been at school, he thought. It was so hazy, like the whole day had been a dream. He think he'd made a friend, so that couldn't have been real could it?

He looked around some more and realised that he recognised the distinctive decor. He was in Zim's base! How the heck had he got here? Did that mean Zim wasn't gone after all? For a brief moment he felt excited, but then again he recalled his predicament and what had happened the last time he had been down here, and the fear returned. With relief he realised that he wasn't restrained, so he carefully tried to sit up and was very surprised to find that the movement wasn't painful, though the room did spin sickeningly. He looked down at his bare front. What had been a long angry slash down his front now looked like a pale, faded scar.

"Wow," He whispered, running a finger gingerly along it. It didn't hurt at all. Zim must have done this, but why? He glanced around the room and started when he realised the alien was sitting huddled on a chair in the shadows, watching him through narrowed deep red eyes.

"Be careful, your laceration is healed but I couldn't do anything for your blood loss - I don't make a habit of storing human blood." Zim said very quietly, giving a shudder at the thought.

Dib looked again at the clean scar, stunned. "It's incredible… how did you do this?"

"Oh please, that was smeets-play. Do you think we can take over half the galaxy and not have better medical equipment than humans? If an Irken nearly died every time they cut themselves we'd hardly be the best soldiers in the universe." Zim ranted irritably.

"Thanks…" Dib muttered nervously, ignoring the slight. "But why? Why did you fix me up?" There was silence for a moment as his question hung in the air.

"An apology." Zim's voice was muffled as he hid his face partially behind his gloves, arms hugging his legs close to his chest. He looked away shiftily, unable to hold Dib's gaze. Dib couldn't believe his ears. One minute Zim was trying to kill and the next he was apologising? Was he hallucinating?

"You're…. sorry?" Dib was flabberghasted, but Zim just ignored him. "But… how did I even get here? Wait…" Dib had finally put two and two together, "Was that you?"

"Finally worked it out did you? I had to keep an eye on you somehow. It was imbecilic not to treat your wound properly. What were you thinking?" Zim scolded testily.

"I didn't want to go to the hospital, they'd only ask too many questions. They might even have gotten the police involved if they'd thought I'd been attacked." Zim's scowl softened as he realised the boy had been looking out for him. Yet more guilt. "Why did you have to keep any eye on me anyway? I don't understand any of this. First I save you, so you try to kill me. Then you fix me up again, then you apologise?! What the hell is going on? What happened to you last night? You've… changed..." Dib was starting to get wound up by all the confusion and his head already hurt enough from the blood loss. At first he thought Zim was just going to ignore him.

"I suppose I owe you that much…" Zim muttered, conceding. The thought of confiding in Dib both terrified and disgusted him, but another part of him wanted to talk. To have someone else understand felt like it might be reassuring. He took a deep, shaky breath.

"Several years ago I was given an existence evaluation. In short I was on trial to fight for my life, because I had been deemed a defective Irken. Defectives are those who are fitted with damaged paks. This usually makes them inefficient but I was dangerous - I'd done so many stupid things and the Tallest wanted rid of me. Irken's don't care about waste or trying to fix things, they just wanted me gone. Individuals aren't important." Dib swallowed nervously. He hadn't expected Zim to be so honest, and it was heart wrenching to hear of such brutality.

"I managed to get away by some miracle and came back here, and since then I've been trying to fix my pak myself. But I was too stupid to do it." He clenched his fists, digging his claws into his arms in anguish. "That night I had gone too far, I nearly killed myself I was so reckless. If you hadn't found me and fixed me I would have died. Th-thank you for that." Zim refused to meet Dib's eyes as he stuttered the last part out. Apologising and thanking was a hard thing for an Irken to do, he surely couldn't have done it without the emotions. He couldn't decide if that was a good thing or not.

Dib was stunned, he'd never expected anything like this to happen. "So… you're not broken anymore? Because of what I did?" Zim grimaced.

"Depends how you look at things." He muttered bitterly. Dib looked at him in confusion, and Zim sighed, trying to control his temper. "Somehow you managed to deactivate my emotional inhibitor. All Irkens are fitted with them - they stop us from feeling unnecessary sensations. But now I can feel everything." Zim said the last part through gritted teeth.

"Woa…" Dib was speechless. He'd always known Zim didn't feel human emotions – that much was obvious – but he'd never realised it was by design. Now Zim was just like him, and it was clear to see as the Irken scrunched up his face in frustration, curling himself into an even tighter ball on his chair. "If you don't like it, can't you fix it?" Dib asked apprehensively. Did he really want Zim to turn it back on?

"I had to leave it off to save you. If I'd reactivated it I wouldn't have cared any more that I injured you, and you'd probably be dead." Zim admitted sullenly, his voice small.

"I don't think I would have died Zim, they'd have just taken me to hospital."

"Pff. Where you probably would have caught some deadly virus." Zim scoffed. Dib felt moved. It was an odd feeling having someone suddenly care about you, even if it was your old arch nemesis.

"So… are you thinking about leaving it off?" Dib ventured bravely.

"Why would I want to feel like this?" Zim snapped.

"Hey, you're the one who hasn't turned it back on yet!" Dib fired back angrily. He could see how confused the alien was feeling. Zim had no come back to this.

"I… I don't know what to do." Dib's eyes widened at how tiny Zim sounded, it was so unlike him it was almost frightening. Silence hung in the air between them for a time. Dib considered the question stuck on his lips. He was almost afraid to hear the answer, but he had to know.

"Are… are you still going to take over the Earth?" Zim simply shrugged despondently, uncurling himself from the chair. Having Dib in his base was so strange, but for some reason it also made him feel better. He'd never lonely before - yet another new emotion he wasn't too keen on.

"You need to rest, go back to sleep." Zim muttered, still not meeting Dib's eyes as he slunk back into the shadows and out of sight.

After the Irken left Dib tentatively settled himself back down, feeling uneasy about sleeping in this place and not entirely sure if he was safe from Zim. He had so much to think about, but despite it all the feeling at the forefront of his mind was how glad he'd been to see Zim, and discover that he hadn't left after all. He smiled slightly to himself. Before he had even realised it his eyelids were drooping shut, the blood loss taking its toll.


Dib jumped awake. He blinked his blurry eyes in the dim light, trying to make sense of anything. Instinctively he reached out for his glasses from his bed side table, but it was only when his hand successfully landed on them that it made him realise he was back in his own bed. Had he dreamt all that? He looked down at his chest, the silvery line of the scar glinting in the dark room.

Zim must have taken him home he realised. He still didn't know what to make of it all. It both excited and worried him. Was Zim still a threat? If he was no longer 'defective' as Zim had put it, surely that made him so much more deadly. And yet all he'd done in response to Dib's question had been to shrug, which suggested he at least wasn't as keen on conquering Earth as he had been.

If Zim was more human now could they even be friends? Did he want that? He looked at the glasses in his hand. Zim had even taken the care of taking them off for him, it was so endearing. He wondered if he was just susceptible to the attention, as no one had ever taken care of him before. Would he feel like this if anyone had done it?

At some point Dib fell back asleep, his head still whirling with thoughts and strange feelings, unaware of how similarly they were being echoed in another's mind not so far away.


A/N: Thanks for reading! I will try to keep updating as regularly as I can, I promise. I've also added a cover image, although it's not really a cover for the story. It was more I needed to work out how Zim's new disguise was going to look and I couldn't work it out until I drew it. I was also super lazy with the shading so I apologise for that, somehow it looks better as a scruffy doodle in my notebook :S But anyway I thought I would share it to help give an impression of how I imagine Zim when he's in his new disguise!