A/N: We start with our first OC Villain for Rex. Now like and follow this if you want more. Also if you want some Marvel Villains or Heroes to get into the story make sure to let me know in the Reviews or PM online.

This is a fan based chapter not a real canon thing so it's going to happen again soon so don't bother looking for it in AEMH (Avengers: Earth Mightiest Hero's.)


Over the City of New York

We see Generator Rex flying high in the air as he is enjoying his time flying.

Rex: WOOHOO!!!

As Rex seemed to be in flight mode and enjoyed how he loved this feeling free energy.

Rex: This is amazing!

???: Yeah? That's what I thought at first as well.

We then see Iron Man who is in the air with him as he seemed to be flying in the air.

Iron Man: So, do you want to test out to see what your limits are?

Rex: Yeah!

Iron Man: Jarvis, play something from my top five favorite rock and roll musics.

Jarvis: At once, sir.

We then hear rock and roll, being played as Rex seems to like this song.

Rex: My god, I love this song! [To Iron Man.] Your music is amazing!

Iron Man: Yeah? Well I want to see how fast you can go? Ready? You want to tell your AI friend if he wants to come out and play?

Rex: [To Generator.] Generator?

Generator: Rex, I was born ready.

Rex: He said yes.

Iron Man: Alright let's do this.

The two then fly at high speed and Iron Man then looks to Rex as we see he talks to Jarvis.

Iron Man: Jarvis, how fast is Rex going?

Jarvis: Sir, Generator Rex, is equally as fast as you. Possibly can go into outer-space in that suit Bio suit of his and his unique energy signature is quite interesting?

Iron Man: Energy signature, huh? I might need to scan him sometime.

Jarvis: Already scanned him, [Jarvis showed Base form of Generator Rex.] should we get Dr. Reed Richards in helping us?

Iron Man: Yeah, no, I can't always ask him to look into things I'll figure that out myself.

Jarvis: If you wish, sir.

Iron was intrigued by Rex but mostly because of his Technological armor/ suit. It looks like Armor but at the same time it looked like a skin suit, Tony wanted to meet whoever made that and figured out how he could use that to his own suits.

Generator: Hey, Rex why don't I give you more speed?

Rex: I say.. do it.

Suddenly Rex was now faster then Iron Man as he then goes up and up even going above Stark tower as Iron Man was looking up and was shocked to see him go beyond him. He was both shocked and a bit angry as he didn't like anyone who had better tech than him.

Iron Man: Jarvis? How good is his tech?

Jarvis: Well, his tech is a lot better than yours. And he is heading into the stratosphere.

True to what Jarvis said Rex was going into the stratosphere and heading into the blackness of space but suddenly Generator suit was starting to freeze up as Generator was warning him about the icing problem.

Generator: Rex! [His body starts to build up ice.] Our body is starting to ice up! We need to go back!

Rex: Sorry Generator, but we need to know our limits gotta keep going!

As he continues to fly up and he appears to have a death wish as suddenly Rex is covered in ice and Generator Rex jets froze and now Rex is falling backwards and screams out in terror.

As he was falling back from the sky Iron Man sees him and immediately starts to fly towards him.

Iron Man: Hang on, Rex I'm coming!

As Tony Stark continues to fly toward him, Rex was flailing his arms around and panicking.

Rex: Generator! I need some help! Generator!

Generator: [Chastised.] I warned you on the potential ice problem! But you said you needed to test our limits!

Rex: Ok, I get it! Now help a brother out!

Generator then turned him back into base mode as it handled the Icing problem but they were still falling.

Rex: Ok, now what?

Generator: We wait.

Rex: What? What do you mean wait?

As to answer his question Iron Man caught him and decided to take him home.

Iron Man: I think that is enough for today.

As Rex was a bit mad at this being the end of flight training.


Avengers Mansion, The Sub Levels, Training Room

We see Rex in his Base Form as he is now fighting Captain America as the two are training. In an old 1940s boxing ring Ashe requested and has boxing gloves and so did Rex.

Steve: Ok, Rex I want to see you fight?

Rex: Why? I have Generator and his other forms?

Steve: You can't always rely on Generator. What if he is captured and you can't change?

Rex: Ok. So do I hit you first?

Steve: Of course.

Rex: [Unsure.] Ok, you sure you're going to be ok?

Steve didn't look amused as he looked at Rex with a glare as Rex was a bit scared actually.

Steve: [Stern.] Hit me.

Rex immediately comply as he charges and tries to hook punch him but Steve blocks and hits Rex in the side of the face and falls down.

Generator: Ooh. That's gotta hurt.

As Rex got back up and then looks at Steve and then gets mad and charges him again but tried to left jab and then right jab and then jump kick him but Steve blacks the two and dodge the last one as he quickly sweep him to the ground and Rex gets back up and charges him.

Each time Rex charges he immediately gets knocked down and each time Rex tries a new attack he just immediately goes back down as all his body is hurting bad and Rex immediately gets back up.

Although Rex is looking bruised as his chin had a black and blue mark and a bloody nose as Steve doesn't even have one hit on him.

Steve: Why don't we take a break. I'll admit, you have a lot of guts but it takes more then your suit and guts to take down an enemy. It takes Strategy and using your environment to your advantage.

Rex: [Panting.] Yeah? Well until that day comes I'm just going to wing it through my battles seeing how I handled myself pretty well.

Steve: [Unsure.] That... really doesn't make any sense.

Rex: It doesn't matter as long as me and Generator are together we can beat any supervillain that comes our way. Come on, let's go to the kitchen and get some ice for my face.

Generator: Right behind ya.

As Steve was watching him leave he couldn't help but smirk as he had a lots of guts and doesn't know when to give up.


Avengers, Kitchen

We see Rex grab a bag of ice and put it on his face as he received the most strategic effective attacks from Captain America.

Generator: So, what were his punches like?

Rex: They felt like I was being hit by a truck.

Generator: Yeah? Should've worn helmet gear.

Rex: Yeah, next time, speaking of helmet gear I thought our flight mode could go in outer-space?

Generator: It could but I needed to add a few things to it but you're energy levels are not high enough to create more energy.

Rex: I don't have enough energy? Speaking of which what sorta energy I have?

As they were talking about that Janet is in her regular clothes and entered to hear Rex and Generator talking in the Theater room.

Generator: Well, you have Cosmic Radiation but it's not that as well you have Tachyons as well.

Rex: Cosmic and Tachyons? How did that happen?

Generator: I... do not know.

As they stare at each other in silence we see Janet comes in and talks to the boys.

Janet: Hey, fellas.

As this was enough for them to turn towards the voice especially Rex as he sees her in her casual attire we see she has black straps on her shoulders yellow shirt around her body, blue jeans and tennis shoes and jewelry around her neckline

Rex's heart was pounding a million times per second as Generator was actually monitoring him as he always is with his own eye as it was clear that Rex likes Janet, like "like her," like her.

Generator/Rex: Hi, Janet./ Hi, Janet.

Rex: Why this is an unexpected surprise to see you here?

Janet: Uh, we're on the same team in this place?

Rex then had a hue of red as he seemed to have trouble with small conversation with girls.

Rex: Right, of course. [Clears throat.] So.. is there something you need?

Janet: Actually yeah. You see I'm trying to get Hank to set up his lab in the Mansion.

This made Rex feel a bit conflicted to help but acts like he was fine with it.

Rex: Ok, why.

Janet: Well, I just want to be closer to him and I feel like he can be used for the greater good for the Avengers.

Rex: Why not Tony?

Janet: Uh, Tony and Hank don't see eye to eye since at the beginning they had different opinions on making the world a better place.

Rex: Why me though? I mean there's Cap, he could help Hank get him in here with his... [Mimics Captain America Salute.] Patriotism!

Janet: [Chuckles.] I don't think we need patriotic values to Hank. I just think that Hank doesn't understand the Value he brings to the team, and I believe that with your help you could help me convince Hank to move in and me and him could actually be under one roof, together.

It was clear to Rex and Generator that she was in love with Hank as how she seemed to have dreamy eyes for him and much to Rex's dismay he pushed it aside and decided to help.

Rex: Alright, I'll try to get him here.

Janet: Yes! I knew you wouldn't let me down!

Janet then hugs Rex as he was embarrassed and his cheeks turn a hue of Red and he reciprocates the hug gently as his heart was pounding hard as Generator floats behind Janet as Rex sees him there, We see Generator pixelated an emoji of a smug look as he had glasses and a smirk before he led a heart emoji beating fast and Rex instantly let's go and so does Janet as Rex acts normal.

Janet: Alright, come along guys we need to talk to Hank.

Rex: Wait. I need a disguise.

Janet: Why?

Rex: Well... I don't want people to know who I am in my armor, I just want to enter the place normally as a person for once instead of being Generator Rex.

Janet: But being a Super hero is cool.

Rex: Yeah it is but it also has responsibilities, responsibilities that in case someone finds out about my family or friends, they might get hurt so I like to try to hide my hero identity for time to time.

Generator: Well, let me get the right clothes for you in camouflage mode.

Rex: You can do that?

Generator: Yeah. Watch.

Then suddenly Generator then went to his chest and suddenly a blinding blue light happened to the two and Rex was in Janet's current outfit as Rex screamed in horror, Janet smiles while holding in her laughter as this was weird that Generator used her clothes as camouflage but it was funny that Rex camouflage mode was her clothes currently.

Rex: Oh? [Glares.] I see you think this is funny?

Janet: [Clears Throat and act indifferent.] No. No. I'm just shocked that you-- [Stifle Laughter.] You have similar tastes as me and it's a good look for ya.

Rex: [Sarcastic.] Oh, haha. [Annoyed.] Generator!

Generator: Ok. Got it.

Then we see Rex is wearing a blue jacket with the Generator logo on the front, a watch on the right arm, dark blue jeans and white shoes.

As Rex was now a bit happy as he is now in regular civilian clothing as Janet was actually impressed with his choice In clothes.

Janet: Well the second attempt is great but maybe when you're not busy I could help you with choosing some clothes.

Rex: [Surprised.] Really? I don't want to bother you with choosing clothes for me.

Janet: It's ok, besides, I'm taking college classes for becoming a fashion designer.

Rex: Really? I mean that makes sense.

Janet: Really? Why?

Rex: You seem to have created your own clothes for your superhero outfit.

Janet: I'm actually surprised you noticed.

Rex: I didn't Generator Told me.

Janet: You are pretty an honest person aren't you?

Rex: Just stating the truth.

Janet: Come on we need to get to Hank.

As the three leave with Generator back in his chest they head towards Hank's lab from Grayburn College. As Janet hopes that Rex could help him move to the Mansion so that they could be together.


Grayburn College

We then see the College as students were around and then we see the board members as they plan to evict a certain Scientist like Hank, Dr. Tytus Octavius Xander.


Dr. Tytus Hearing

We see the heads of Grayburn College and Dr. Tytus as he had a small fish bowl with a plastic fish in it.

Professor Sims: Dr. Tytus Octavius Xander do you know why you are here?

Dr. Tytus: No. But I must go back and do more tests on my... [Smirks evilly.] Experiments.

Professor Carson: Yes, that's what we want to ask you l. Your experiments are what we want to ask you? [Takes out a Clipboard.] This is all the complaints sent to us from both students and your colleagues from the campus.

Then Carson puts on his glasses and looks at it.

Professor Carson: It says hear you deal with very toxic materials known and unknown to man and use people in unsafe environments and situations that are deemed so dangerous that people call you insane.

Dr. Tytus: [Annoyed.] What?! I am a Researcher! I am a Scientist! I'm allowed to do what I please in my Lab!

Professor Carson: Not anymore.

Professor Abigail: Frankly, we have decided to evict you from the college since we talked to one of the victim of your gross incompetence to bring In safety measurements to your lab.

Professor Sims: As of right now you will never be able to practice in your lab or anywhere else on this campus or anywhere else.

As Dr. Tytus then looks at the three heads of Campus and immediately had a glare in his eye with hatred as he talks to them.

Dr. Tytus: You will regret this! This ain't over by a long shot!


Outside Grayburn College

We see Rex and Janet take a cave and she pays for the fare and we see they have arrived at the college as Rex was really excited to see where Hank works as a Scientist.

Rex: So this is where Hank works?

Janet: Yep, I handle all the his businesses arrangements. The grants and other things.

Rex: Wow. You must be responsible for a lot of things for Hank.

Janet: Yep.

Rex: I must say I can't wait to see what the rest of the place looks like. From the looks of it I say it's been around 1930s

Janet: Did Generator tell you that?

Rex: No but the plaque did.

As Janet looks at the plaque of the statue of Professor Grayburn as he looks to be an old man.

Janet: So we have some time before we see Hank do you want to see my little workshop in Campus?

Rex: [Excited.] Sure!

Rex then opened the door for her but then we see Dr. Tytus escorting off the college by security as Janet and Rex see him.

Dr. Tytus: I'll be back! I'll show you all! [To Security Guards.] Get your hands off me my name is, Dr. Tytus Octavius Xander and I'll not be treated as a quack!

Rex: Yikes. I suppose he's not going to come back to College again I see.

Janet: Oh, Yeah, Hank said today was a hearing for Dr. Xander, he was a researcher that was going to help get rid of pollution for the world.

Rex: Oh? An Eco-friendly scientist. I mean I'm all for science and progress but I'm also a guy who likes taking care of the environment.

Janet: Ok, but can we go to my workshop though?

Rex: Anything for you.

As Rex opened the door for Janet as she smiles at him.

Janet: Such a gentleman, maybe Hank should take lessons from you on how to treat a girl.

Rex: [Blushes.] Oh, thanks. Now let's take a look at your workspace.


Janet's Workspace

It was actually a nice and open place where dresses were being made as there were sewing machines, needle point, needle pin cushions and dress stands as Rex was immediately taken back by how beautiful they were.

Rex: Wow~ this is amazing.

Janet: Really? [Looks at her partly finished Dresses.] I haven't exactly finished them.

Rex: Are you kidding these look amazing how long did you want to be a fashion designer?

Janet: Well, I always wanted to be a Fashion Designer when I was young. I always made these weird dresses with wings on my back for my mother to cheer her up.

Rex: Really? She must be really proud of you.

Janet stops what she was doing as she looks at a picture of her and her mother when she was young.

Janet: Yeah... proud.

As Rex notes that Janet was quiet he then touched a nerve.

Rex: Um, are you not on speaking terms with your family?

Janet: No. It's just that their not around anymore.

Rex: Oh. [Realizing] I'm sorry, I didn't know about that I--

Janet: No it's ok. You didn't know.

Rex: No, I shouldn't be asking questions about your family or anything like that and prying into your personal life. That is rude of me.

Janet: You really have this gentleman thing going on.

Rex: It's not like that, I'm just interested in what other people like to have fun with. I bet Hank complimented you on your work time to time.

Janet: Actually he hasn't.

Rex: But aren't you guys together?

Janet: Yeah, I mean after a few dates we became a couple but we don't really do anything special.

Rex was confused by how she said it. It sounds like Hank and Janet were together but for some reason they weren't sleeping together or doing anything fun together it sounds like a really weird relationship thing. Their partners yes, they were together yes, but they don't do anything fun together. It was weird for Rex.


Meanwhile in Dr. Tytus Lab

We see the Lab was empty as we see a manhole grate move out of the way and we see Dr. Tytus in some sorta scuba suit with a helmet on him as he brought along his plastic Fish in a bowl as he puts it on his table.

Dr. Tytus: [Growls.] Those fools think they can keep me out of my own lab?! Never! I'm the most smartest man alive in Chemical Engineering and Biology to handle dangerous chemicals! It's my job to handle pollutants everywhere!Wouldn't you say so Fishy?

Then we see from Dr. Tytus point of view that we see Fishy was actually alive and had a bowler hat for some reason.

Fishy: [Deep Evil Voice.] Yes. Those fools are wrong to get rid of you. If they think they can handle the pollution themselves then why not give them a chance to figure it out?

If it's not clear to himself then he really needs to be in the loony bin as he grabs his fishbowl and smiles evilly.

Dr. Tytus: Yes. Yes~ [Evil Laughter.]

We then see Dr. Tytus then get to work as he grabs a hose and takes off the vent and put it in the ventilation system and heads over to his machine where we see some form of Green Crystal is being put into the chemical system.

Dr. Tytus: If it weren't for this crystal that I found during Russia chemical spill as I was finding out how Chemicals were putting out higher levels then usual Fishy.

Fishy: Yes. I must admit the Crystal power can yield both prosperous and dangerous results.

As he looks back at the tank we see a chain reaction and creates a glowing green chemical and as he takes out the Crystal carefully and then puts it in another batch of chemicals as the purple sludge turned into smoke form and with glee Dr. Tytus then turned a wheel and then we see the chemical smoke.

Dr. Tytus: Now all we got to do is turn this valve a little more and all of Campus shall be polluted with dangerous chemicals that shall make them mindless chemical zombies.

Fishy: Yes. [Shudders.] I like this side of you Dr. Tytus.

Dr. Tytus: Oh, don't stop.

As we then look at the smoke now in the ventilation.

Lunchtime

we see students eating lunch and playing activities or studying homework as they then look up and see some thing purple is coming out of the vents.


Staff Lunchroom

We see teachers eating lunch as well and noticing the purple haze and immediately panicking.


Hank's Lab

We see in Hank was studying his Ant Genomes as he looks under a microscope as then a door opens. As he continues to study we see Janet and Rex are here to see him.

Janet: Sorry we're late I was taking Rex here a tour to a few places around the college.

Hank: Oh, it's ok. Janet I found some more interesting genome from these Ants colonies isn't that cool!

Janet: [Unenthused.] Yeah. Cool.

As Rex could understand the concept "opposites attract" but these two were completely different. Janet was more lively, playful, opinionated, outgoing, and quick witted. She can also be rather childish but so was Rex. She is very taken with Hank for some reason, but fails to enjoy her boyfriend's interest in science.

Hank was completely the opposite of Janet. He was focused, shy, doesn't seem to have much interest in Janet's passion, totally into science and insects and doesn't understand childish humor.

As Rex looks up we see Purple smoke coming in from the vents.

Rex: Uh, Hank? Is there something wrong with the vents today?

Hank: [Looks up and notices that as well, Unsure.] I have no idea.

As Hank, Janet, Rex back away we see the the door opens up and see some poor male student inhaling to much of the smoke and as he got back up we see his skin is purple and his eyes are white as all three are horrified by what they see.

Janet: What has happened to him?

Hank: I don't know.

The student charged inside the room and tackled Rex as he then kicks him off further in the room and what is worse is more Zombies college students were coming in and Hank with his quick thinking shrunk Rex and himself and Janet as well as all her clothes fell to the floor and Zombies look around wondering where they are.

Now as Ant-Man, and Wasp leaving Rex in his casual clothes.

Rex: Quick thinking. But now what about that fog?

As Ant-Man looks at the smoke as it quickly chases after the three as Wasp carries Hank.

Rex: Generator!

Generator: On it!

Rex then crossed his arms and then put them aside as now Rex and Generator were now Generator Rex and all three are small as Rex goes into flight mode and so all three get away from the Toxic fog. As they reach a ledge Generator then came out and scanned the fog as he received terrifying results.

Generator: This isn't good. According to my readings on the Smoke it seemed to be some form of Toxins that can effect the nervous system of these humans.

Rex: That doesn't sound good.

Generator: Worse, if we don't find a cure for them soon and stop the toxic smoke...


Outside Grayburn College

We see the Toxic Smoke leaking outside and is effecting the entire campus and possibly the city.

Generator: ...New York will become... a dead city.


Back inside

As the three now look at each other with a grim thought in their eyes as they need to find the cure before all of these people and the city are going to become Zombies.

Ant-Man: I don't understand how did this happen?

Then Rex had an idea.

Rex: What about Dr. Xander? That pollution scientist research guy.

Wasp: Dr. Xander? What about him?

Rex: He maybe have some sorta cure for this toxic pollution.

Ant-Man: Actually that is a smart idea.

Rex: I have my moments. [Turns around and sees a Zombie.] Uh-oh.

As Generator Rex and Wasp carry Ant-Man as they fly in the air.

Rex: So where is Dr. Xander's lab?


Outside the Grayburn College

As we see it spread outside and toward the city we see people coughing and then falling down as their skin turns purple and their eyes turn white as we see then chase other people and bite them and claw them as they then turn into zombies as well.

Then we see the rest of the Avengers, such as Captain America, Thor, and Ironman as they fly over the situation in their Quinjet.

Iron Man: Jarvis, what am I looking at?

Jarvis: Sir, it appears to be a cloud of Toxin that will cover the city overnight and turns every civilian into some form of Toxic Zombie.

Iron Man: Where's Rex, Janet and Hank?

Jarvis: Well according to Janet Van Dyne, she said that she was going to take Rex and Generator to see Hank and bring him to the Mansion.

Iron Man: So their somewhere in there? Let's find out. [Pressed a few buttons to activate Coms.] Rex? Janet? Hank? You in there? Are you zombies?

After a few seconds of nothing they feared the worse when Rex called them back.

Rex: [Coms.] Generator Rex here, so is Wasp, and Ant-Man.

Iron Man: Good to hear your voice Rex. We thought that you guys were caught in that toxic haze.


Inside Grayburn College halls

We see Rex and Wasp and Ant-Man as the latter two are still carrying him.

Rex: [To Iron Man.] Well we're currently running from the Toxic pollution right now but we know where to go we need to get to Xander's lab?

Iron Man: [On Coms.] Ok, just be careful we'll handle things on the outside.

Ant-Man: There's the faculty board.

As they look to find Xander they notice that he was actually a duct tape and we see he's bellow the schools standard.

Rex: Man, seems Xander had it rough then you Hank.

Ant-Man: Can we focus on finding out where his lab is.

Wasp: Found it it's at the... basement of the college?

As Rex looks at the corridors and notes that both hallways are filled with Toxic Smoke.

Rex: Well, we're trapped. [Then looks at the Landry chute.] But I may have found a scenic route to the basement.


The Laundry Room

We see Wasp, Rex, and Ant-Man go down the chute as they then reach the ground they go back to normal size.

Generator: Nice, quick thinking.

Wasp: Great, we got got into the Laundry Room, so if I was a Lab where would I be?

Ant-Man: [Points to the cables.] How about looking at the cables.

As all three follow the cables they see Dr. Tytus Xander turning the pipe wheel as it was in Aerosol form.

Dr. Tytus: What do you think is that enough Fishy?

Fishy: Well, once more isn't going to hurt... much.

As Xander then moved it once more a zap hits his hand and grasps it in pain.

???: Hold it right there pal!

Then Xander sees Wasp, Ant-Man, Generator Rex as his AI partner comes out of his chest.

Dr. Tytus: Who are you?! What are you three doing here? This is my Lab!

Wasp: Well, we're the people that's going to kick your butt.

Ant-Man: Now hold on Jan, we should at least talk to him before doing anything else.

Rex: You're kidding right? This guy poisoned the whole school and now, the entire city is in danger of being poisoned.

Dr. Tytus: [Shocked.] The City is in danger... [Smirks Evilly.] Excellent.

Ant-Man: Excellent? It's bad we just want the antidote you have.

Wasp: Or, we take it from you.

As Xander walks backwards and we see he put his helmet on the ground when he went back in and Rex noticed it as he warned him.

Dr. Tytus: No! I'm not just going to give the antidote! I'm--

Rex: Xander! What out for your--

Then Xander trips as his Fish fell out of his fishbowl even if it was a plastic Fish we see Xander was reaching out to grab it.

Dr. Tytus: No! [Tries to grab Fishy but lost it in the sewers.] NO! FIIISSSHHHHYYYYY!

This made everyone there look at each other as they look at Xander and they thought the same thing. "Who's Fishy?" As Ant-Man tried to calm him down.

Ant-Man: Dr. Xander we need your help. We want you to fix the pollution you caused.

Xander didn't listen to him he was angry he then grabs Ant-Man and threw him back as Rex catches him.

Dr. Tytus: [Angry.] Look at what you've done. Your like all the rest. You NEVER appreciate my genius, I made toxins more dangerous you could ever imagine to help CLEAN the world worst pollution. I've lost by lab, I've lost my job, and you hurt... MY FISHY!!YOU WILL PAY!!

Generator: Well he's not in the right state of mind.

Then Xander took out the Viles of that Toxic green stuff he made earlier and throws it at them as they all dodge the stuff as they hide from Xander.

Wasp: Well, it's safe to say he isn't going to help us.

As Xander continues throwing the toxic chemicals at them we see the toxins go into the sewer system and it created a glow as Xander put on his protective pollution suit and grabs his helmet.

Dr. Tytus: Hold on Fishy! [Takes off Sewer Manhole.] Help is coming!

Rex noticed the green Toxins in the sewer.

Rex: No! Xander don't go in!

It was to late as Xander want in to find Fishy his body started to react to the Toxins as it made his body glow and he cry out in extreme pain as he felt his body change.

Meanwhile back in Xander's lab we see Ant-Man, Rex, Generator, and Wasp look down the Manhole with a bewildered look on their faces.

Rex: Generator? Is he?

Generator: I don't know? But can you guys promise me something.

Wasp: What?

Generator: If I start talking to an inanimate object or creature? Shut me down please. Promise?

Wasp: Promise.

Ant-Man: [Heads towards Xanders desk.] We may not get info from Xander but we can find some information from his lab?

Generator: Let me help. I'm a genius when it comes to science.

Ant-Man: Any help is appreciated.

Then Wasp ID card beeps and we see Iron Man talk to the team.

Iron Man: [Through Avengers ID Card.] Hey, uh, not to rush but did you find the Lab?

Wasp: Yes, but uh, we are currently trying to find the antidote.

Iron Man: [Through Avengers ID Card.] Well can you hurry it up though the city is getting more and More zombified by the second.

Then as everyone wasn't watching the Manhole Fishy was thrown up and into the Fish bowl and then we see a hand that was covered in toxin green and then we see a head as it had Toxic flame coming out of it as it was like a Mohawk and his eyes were green and there was toxin sludge pumping through his entire body as Rex looks back and then taps Wasps shoulders as she follows his gaze and stares wide eyed at whatever it was.

Rex: [Panicking.] Uh, Generator?

Generator: Not now Rex, me and Hank here are trying to figure out on what to do.

As Rex and Wasp prepare to fight as Wasp talks to Hank as to get him to listen.

Wasp: [Panicking.] Uh, Hank?

Ant-Man: [Excited.] Unbelievable, Dr. Xander figured out how to cure most pollution around the world they could have been used for good! No oil spills! Getting rid of plastics in oceans. It's unbelievable that a Genius such as him, could have a warped mind that could only focus on making chemical weapons of war!

???: [Deep inhuman voice.] WARPED!!!

This made Generator and Ant-Man look behind and see a monstrous mutant that was completely made out of Toxins.

Toxic mutant: You call Dr. Tytus Octavius Xander mind... [Angry.] WARPED!

Ant-Man: [Shocked.] Dr. Xander? What happened to you?

As Xander looks at himself through the mirror he had there he grabs his face in panic as he sees the mutant toxic monster he has become as he suffered the mutation, the armor was permanently infused with him, increasing his size and mass.

His upper torso is notably bigger than the rest of his body. His armor became light green and hoses are connected to it. A line of toxins is made on his head, forming a mohawk and barrels on his back that contains his toxins are seen.

Dr. Tytus: [Horrified.] No. NO!! How could this happen I was unsoiled, I was clean. And now... now I'm UNCLEAN!!! [Turns to Wasp, Ant-Man, and Generator Rex in Anger.] YOU!! You did this to me now you will PAY!!

Xander then created three large claws made out of his current toxin in each forearm. As he then jumps forward and tries to slash them.

Wasp: Woah! This guy is crazy.

Wasp tries to blast Xander but his Bulky armor and Toxic body didn't even feel that as he then retracted his claws and then used his gauntlet to aim at Wasp and Toxic chemicals then stuck her to the wall as she tries to get out.

Dr. Tytus: Why don't you stick around until I handle your friends! [Laughs.]

Then Rex comes in with his speed and attacks him with rapid punches but it doesn't do squat with him as he just shrugs them with little effort and laughs and then throws into the wall and little of his Toxin seemed to have hurt Rex as he wipes it off of him.

Rex: [Groans, To Generator.] Do I even want to know what this is?

Generator: Nope.

As Xander walks towards Rex Ant-Man goes to full size and punches him in the face and again until he grabs Ant-Man's wrist and he cries out and breaks it with his new strength and throws him into the wall and shoots his Toxin projection at Ant-Man and traps both arms and body and mask as to not call for help and transform his size as Xander then grabs Rex and holds his head in his hand.

Dr. Tytus: Do you know what you have done to me?! You turned me into a Toxin with you three's meddling!

Rex: [Groans.] Us? Oh no, this was all you and your stinky smell, and for the record you being a Toxin isn't exactly what I would call you. You seem more like a Toxzon then Toxin.

Rex Grabs his Wrist and double kick him on the head. As it drops him Rex then gets ready to battle Dr. Xander.

Rex: I'm thinking something heavy duty will take you down! Generator!

Generator: On it!

Rex: Strength Mode!

Then Rex then turned into Strength Mode as he then charged into Xander but grabs Rex and throws him around and then used his Toxin projectile and trap Rex in it and sent him close to the Toxic manhole and Dr. Xander plans to push him down in it.

Dr. Tytus: Oh, this will be a sweet irony for me to destroy one of you into this Toxic manhole of mine and show you what it means to be a Toxic freak!

Rex: [Groans as part of his head is burning.]

Janet: [Fearful.] Rex!

Rex: [Groans.] Well, Generator, I guess we should've listened to Steve, he told us to be strategic and use our environment.

Generator: Environment? Rex that's it! Look over there!

We see Rex looking at his right and we see a Water Main as Generator highlights the pipe.

Dr. Tytus: [Laughs Evilly.] Your finished! You wannabe heros!

Rex: Wannabe? My name is Generator Rex and those two are Wasp and Ant-Man and only one that is finished is you!

Rex then kicks him back and used his strength to remove the Toxin projectile from his body and ran towards the Water Main as Dr. Xander then sliced the Water Main with his claws and then water hits him as it dazed him before Rex comes in and punched him so hard he was spinning in the air and falls to the ground hard and knocked him out.

Janet: Nice work Rex!

As Rex then immediately got his teammates down as he released Ant-Man as he holds his arm.

Rex: You alright?

Ant-Man: I'm alright. Though I have to say I'm impressed that you used the Watermain to neutralize him.

Rex: Thanks. Now I want you and Generator go and figure out a cure.

Generator: Come along, Hank.

As the two were working on a cure Rex immediately working on freeing Janet as she smiles at him.

Wasp: Well, I say this [Rex frees her and she returns to normal size.] was quite a weird day.

Rex: Yeah, I'll say I'm glad that you're ok.

Wasp: Thanks. Although you will need to take a shower.

Rex: Duly noted. [Looks at himself and disgusted.]

As Rex wipes himself he then sees a crystal glowing green in the purple toxin gas.

Rex: Hey what's that?

As Wasp and Rex move in close we see a crystal glowing in the tube.

Rex: Is it me or is that a Crystal in the Tank?

Wasp: It ain't you.

Generator: Ok, we're done.

Ant-Man: This chemical Xander used is difficult but thanks to Generator helping me we figured out how to reverse engineer it.

Wasp: Great. Now let's go save the college and city.

As they put in the formula we see Xander has woken up and looks to see Fishy out of his fishbowl as he sucks it up and then escapes from the Manehole and the Purple gas plus the crystal energy turned it to blue and then cheered.

Rex: Alright! Nice work you two! You know you guys together could stay at the Mansion and actually have some good time together.

Generator: Why, that's great two genius's together talking hours and hours on scientific discoveries.

Ant-Man: That sounds great. Speaking of which can I study your AI components they really intrigue me.

Generator: Uhhh... [Looks at Rex and Janet and both do a thumbs up and nod their heads.] Sure. I don't see why not.

Ant-Man: Oh this is great! Let me get my portable lab and we'll do amazing things.

Wasp: [Whispers to Rex.] Thanks for your help Rex.

Rex: [Whispers back to Janet.] Anytime.


Grayburn College, Moments later

As we see all the Zombies in Grayburn College are in the hallways as now blue smoke of the cure enters the hallways and everyone returns to normal with only a headache as they stand up wondering what happened.


Outside

We see the effects of the cure Exit outside and everyone who was turned into Zombies are now back to normal and have headaches or are tired.

We see the Rest of the Avengers outside and see them turning back to normal as they are relieved.

Iron Man: [Through Coms.] Nice work you guys.


Back in Xanders Lab

Iron Man: [Through Radio.] Now who's responsible for the zombie outbreak.

Rex: [To Tony.] Well, he's right... [Looks to where Xander was as he escaped.] Uh-oh.

As they look to where Rex was looking they now see no trace of Xander.

Iron Man: [Through Radio.] Uh-oh, what?

Rex: [Through Radio.] We seemed to have lost the person responsible.

Iron Man: [Through Radio.] What?!

Rex: [Through Radio.] But we have something for you. [Looks at Crystal inside the tube.] Something for you to look at.


Avengers Mansion

We see Rex is in the shower as he has some Well defined body he just finished and grabs a towel and wraps it around his waist and used another towel to clean his hair.

As we see him actually resting he grabs some pajama clothes and rested as he then starts to dream.


Rex's Vision

We see Rex is in his Generator Rex Suit and was fighting an unknown man and then things start to flash back and forth as it was disoriented and unclear and it resulted the end of the dream as he used the mans cannon arm to destroy a sword.


Rex's Room

Rex Gasps as he had a terrible nightmare and was sweating as he tries to sleep after such a long day.


In the Sewers

At night we see Dr. Tytus Octavius Xander in his Mutant form and talks about the days events.

Dr. Tytus: I gave them my genius and what do I get? [Angry Yelling.] A DISGUSTING TOXIN FORM!

Fishy: Yes, they need to pay for they did to us!

Dr. Tytus: Yes. They haven't heard the last of Dr. Tytus Octavius Xander they haven't heard the last of Toxzon!

???: Quite right my friend.

Then Toxzon looks to his right and sees Baron Zemo, Enchantress, and Executioner.

Baron Zemo: They took everything from us and we want to help you achieve our revenge.

This made Toxzon quite interested in revenge against those three individuals especially Generator Rex who stopped him from his original revenge.

Toxzon: You have our undivided attention.


A/N: I based Toxzon from Max Steel so it isn't mine but I will say this isn't as bad fan Chapter as I thought it would be.