BB says: Sorry fans of my D-Gray-man story! I have every intention of continuing it, but for some reason this Generator Rex story has been twisting around in my head. I mean, I don't usually watch Cartoon Network, but Generator Rex has caught my attention. I commend Man of Action ^^. Anyway, I will be updating my D. Gray-Man fanfic so be patient other fans. While you wait you should check out Generator Rex!

*random fan throws can of peas*…ow…

Rating: although the show is on Cartoon Network and is most likely PG, I'm bumping it up to Teen because Rex is like 16. And a guy. So censoring in this fanfic seems pointless. Teen for violence, language, and monkeys making innuendoes later.

Disclaimer: I don't own Generator Rex. Didn't I already tell you that? Look back at BB says. Man of Action rules! I also don't own Alice in Wonderland. That belongs to Lewis Carroll. Who also rules.

"Cheshire-Cat," she began, rather timidly, as she did not at all know whether it would like the name: however, it only grinned a little wider.

"Would you tell me, please, which way I ought to go from here?"

"That depends a good deal on where you want to get to," said the Cat.

"I don't much care where-" said Alice.

"Then it doesn't matter which way you go," said the Cat.

"-So long as I get somewhere," Alice added as an explanation.

"Oh you're sure to do that," said the Cat, "if you only walk long enough."

~Alice in Wonderland, Lewis Carroll

A wisp of mist appeared off the side of a country road in rural, South Carolina. It appeared out of nowhere, twisting and spinning like a leaf in the wind. It moved this way, then that, and finally just spun on an axis of its own. A few seconds into existence, it began to take a solid form.

Hair, thick, plaited, and platinum blond, was first to come, followed by a heart shaped face and skin the color of hot caramel coffee. Eyes opened, big and bright and shockingly blue. A slender neck leading into a sturdy figure clothed in a lavender sundress. Tan sandals. As her hands solidified, she pulled her purple hat and bag out of the air, put them on and dusted off her dress.

She hummed through her nose contentedly, this girl of sixteen, and swiveled her head to look up and down the road again, this time with eyes. "Hope I got it right this time," she grumbled, her voice not matching her sweet smile. "You can be so hard to find." Hearing a loud engine grinding up the road, a grin broadened on her open face.

"Ah. There you are." Lifting her dress to expose a smooth, tanned leg, she hooked her thumb to hitchhike.

The motorist didn't slow in the least, roaring toward her at a speed that couldn't have been legal. The girl didn't even flinch, save to blow a mosquito out of her face.

As he was about to pass her, still going at least eighty, a hand shot out, grabbing her arm and dragging her onto the back of the bike.

"How do you do that?" She wrapped her arms around his waist, grin a smile once more.

"Do what?"

"Find me. No matter where I run, no matter how hard it is for even Providence to follow, you're always there." The grin came back. "Here, there, everywhere, yet not enough to think." The boy in front of her sighed. "That didn't make sense."

"And sense didn't make it either. Sense is such an overrated thing if it didn't make it." He didn't respond, and the girl clung to him tighter as he rounded a sharp turn.

"So where should we go?"

"Where do you want to go?"

"Don't really care."

"Then it doesn't matter, does it?"

"I just want to get away."

"Everywhere is away from somewhere, Rex." They rode into a small town consisting of a gas station, a diner, and several small stores. The people were all clothed in cotton and denim, the air smelling of fertilizer. The primary mode of transportation seemed to be trucks and a dixie flag hung in the window of the tool shop. "Pie then. Let's get pie." The girl hoped off as he brought the bike back into his body. It had always fascinated her how he fit all those machines into his one self. Someday she would ask how he could stand the change, if it hurt to force his body into such shapes and, if so, for how long. He made it seem effortless but logic dictated that such a change in self could not come without a cost. The nervous system simply would not have it any other way.

They sat at the counter, a lazy fan spinning above their heads and an elderly man in overalls watching them warily. A waitress with big hair smiled at them, sauntering over with the grace of a woman half her age. They both ordered a slice of apple with a side of vanilla ice cream, although the girl took the chance to ask for sweet tea as well. "As sweet as a summer smile. It's what we're known for right?" The waitress looked mildly confused as she moved away. Sighing, the girl adjusted her hat and shook out the braids that sat on the back of her neck.

"How've ya been Rex? Having fun?"

"Por supuesto (of course). Punching nasties in the face never gets old. And I just keep getting more awesome, if I do say so myself." The girl tilted her head to the side. He was nervous; he talked fast when he was nervous. "There was this one that spat acid not too long ago. Really slow but quick on the draw. Gave me a few burns, but I walked it off like the man I am."

"Limping and whimpering."

"Hey!"

"That's the man you are. Honest about your feelings." Rex narrowed his eyes. "Were you watching me?" The girl blinked, grinning. "I watch a lot of things. I see a lot, I hear a lot, I say too much." The grin was replaced by a soft smile as the waitress placed tea in front of her. "It's given me a certain amount of sympathy."

"Don't you mean empathy?"

"No. I don't feel that very well." Rex's foot tapped in a nervous habit.

"Have you thought about my offer? To join Providence, I mean. I've seen you work. You're reckless." The girl scoffed at his hypocrisy but he kept speaking. "You're not charming and reckless like me. You unpredictable. That makes you dangerous. Eventually, Providence is gonna find you and you know their motto-"

"Cura, captura, o matanza (Cure, capture or kill). Yes, yes. We all know big bad Providence could huff and puff us all off the map. They won't find me. They don't even know I exist."

"Yes, they do." The girl raised an eyebrow, frowning slightly as she dumped a fifth packet of sugar into her tea. "Really now?"

"You're known as 'Evo X'. Mysteriously appearing and mischief making. There's a file about you in the computers. It's no very big, but I've seen some cases where they've even starting connecting you to the world's strangeness; unsolved murders, cold cases. There's even a part where they think you and bigfoot are related."

"Really? I'm flattered." Rex made a face, not bothering to smile as their pie was placed in front of them.

"I was told to look out for you. They want you alive….for now."

"Hide-and-seek then? That sounds exciting! You're it! You have to count to-"

"Damn it! This isn't a game!" Rex slammed his hand on the countertop and the girl jumped a little. The waitress shot them a look and whispered something to the chef. "Do you know what they'll do if they find you? What they'll try to make me do to you?"

"Cure me?"

"The cases they've connected you to, Cheshire…they don't look good. And it's not like you're there to defend yourself. They could try to contain you and if you refuse-"

"You know I will." She grinned.

"Capture will be impossible. You're too much for them-"

"I don't like authority figures."

"-so they'll try and take you out." Cheshire pouted, stirring her tea. "That seems unfair. I didn't even do anything that wrong." Rex sighed for what felt like the millionth time that day, glaring at his pie. "You should come with me. Willingly. Maybe if I take you back to Providence and they see you're not interested in hurting anyone…"

"But I am Rex."

"…you don't mean that."

"My empathy factory is broken, remember?"

"Let Providence analyze you-"

"They'll do tests on me and cut me up and put me in jars." Her grin turned deadly, a crack appearing in her glass from where she was squeezing it. "Cheshire that's not-"

"Why doesn't she look like the others? Where do her powers come from? What are they? Who, what, when, where, why, why, why?" She felt her feet vanish, escaping. "I know scientists, doctors. I know people. Curious creatures with destructive natures. They won't except that I just am, that I'm just me." Now her calves. She ignored it, lifting a forkful of pie to her lips. "They can explain you easily; there're records, tests, videos of you in action. It would require a little more experimental exploits to get into me. Into what I am. What I am turning into. What I've been." Rex grabbed her arm gently, spinning her on her stool to face him. He finally noticed that her legs were almost gone, and his eyes widened slightly.

"It doesn't have to be like that Cee. I would protect you." Her smile disappeared completely. The serious look was rare on her and strangely beautiful. "Yes. And who would protect you?"

"Doctor-"

"And her?"

"Si-"

"And him?" Rex looked down and away. All that was left were her arms, torso and head. "You can't run away forever."

"I'm not running away," her left arm disappeared. "I'm running towards. The future, to be exact." All that was left was her head. "Because I think I deserve one." With a flash of her grin, she was gone. Rex, growled a curse in Spanish and slammed money onto the counter. He could hear a Providence copter approaching but took comfort in the fact that she had gotten away.

Again.

Nekane Warren died six years ago. Half a year after the evo incident. It was sad really. Her father committed double murder suicide, they said, although her body was never found. They say he was coming undone months before. They saw locks and chains lying around the house, bolts on the outside of the girl's door. Her nails were found imbedded in the wood from where she had tried to claw her way out, and the windows were barred, bulletproof glass. All of her toys had smiles drawn on with permanent marker and what she didn't draw on, she ripped the mouths wider. They say he had killed her before ever getting to his wife and that was why her body wasn't in the house. They said it wasn't the sickness that had killed her.

Nekane Warren changed six years ago. A week after the evo incident. The world was still paranoid. Still scared. Nekane Warren, daughter of a chief of medicine changed first, and with her, her father. Her black hair fell out and grew back white. Her brown eyes faded into blue. Her skin faded from smooth mocha into rough midnight black, fingers stretching and pointing into claws. A tail grew. Her ears peels off her skull. New ones, fluffy and feline. This all happened in one week. Every morning she woke up screaming from a new pain, her mother weeping bitterly, her father horrified. The tail was the worst. With all the nerves located in one's back, the extension of her spine had been agony.

Dr. Warren sought the help of his colleagues. Plastic surgery was the answer, he said, the only way to fix this embarrassing problem was science. A week of poking and prodding. A week of stabbing. The week of slicing. Pain. Radioactivity. Daddy didn't care. He wanted his normal, human daughter back. Pain would fade. Only scars would remain.

It all grew back barely a week later. Nekane was healed and physically whole again, molded into the body of a monster. She was put in her room. Locked away like her abnormalities were contagious. Mommy read to her through a door. A slot was put in for food. She had always had her own bathroom anyway, connected to her room. She had been quite the princess before becoming the dragon.

It was so lonely. So quiet. Her heavily window had been sealed shut and it was hard to see between the bars. Her television only had three channels and she would listen too canned laughter all day long. She understood, then. Happiness was never an organic thing. It was something to be created, contained. Smiles were sewn on, laughter was forced out. When Mommy stopped reading to her, she gave her books. They never had pictures. Maybe she didn't want Nekane to remember what she had lost? But she did like Alice in Wonderland. She liked the cat.

Months, weeks. She missed mommy's birthday. She got cake through the slot.

There was a funeral. For Nekane. Her parents told everyone she died of pneumonia. Everyone but her parents cried.

Sometimes the walls would attack her and she would scream and cry and scratch the door but Daddy would yell and Mommy would cry louder than her and so she learned to be quiet. Nekane stayed quiet. And hidden. She kept all her laughter, all her smiles, in a box under the bed.

One night, when the moon was bright enough to cut into her room, Nekane heard dishes smash to the ground. There was a rukus in the house, Mommy screaming and sobbing and Daddy so strangely silent. It all went quiet with the sound of a gun, right outside her door. Nekane stayed quiet. The locks started coming undone for the first time in months and the door swung open and there was daddy, crying and bloody and lifting a gun to her face. Nekane stayed quiet. But she wished long and hard and she looked him in the eyes and he shivered, fighting it, but the gun put itself to his head.

And Nekane faded. Cheshire smiled, because if she didn't, who would?

She faded in and out of life, into and out of stores and homes. She only took what she needed, because she only needed what she took. She watched people from afar, watched them love and open their cans of laugher. She wondered if there was an invisible puppeteer, pulling the corners of their mouths up.

Cheshire could lift things without touching them, she could tear something apart into its barest molecules, and if she closed her eyes and imagined really, really hard, she could still remember her mommy's smile, sometimes. But it hurt, so she let the picture get tattered at the ends.

She stayed in empty hotel rooms, pushing herself to the limit and traveling further and further with her abilities. Her ears were hidden in hats, her tail hidden in skirts. Eventually her skin returned to its normal color, normal texture. She wasn't sure why. Didn't look into it, either.

She traveled all over, learning customs and languages and people. By thirteen she could speak five languages and struggled through Hungarian. She had read Shakespeare and Sophocles and Homer and Euripides and Rostand.

She still hated math.

When a giant thing (they were called evos now) attacked the city she was in, she watched in awe as it destroyed building after building, its huge arms and torso dwarfing a tiny body with six legs. It roared in either pain or anger and rampaged, not caring who was hurt. People pushed past her screaming and clawing to get away. Cars were thrown, bullets were fired. Cheshire didn't move. Although the fourteen year old did take a picture.

A giant hand flew towards her. "Hey! Watch it!" She ignored the voice, still gazing upwards. Watching as the giant's hand smashed towards her, watched it freeze in midair.

The boy had olive skin with dark hair and light brown eyes. Latino, maybe. He was barely taller than her and possibly a little older. He had a look in his eyes that suggested he had maybe seen too much but his face was open and kind. She took a picture of him too.

Cheshire walked over to him as he stood above what had been a monster. The shivering young woman on the ground accepted his jacket, tears in her eyes. She was naked except for the jacket "Thank you so much." He shrugged and modestly looked away from her bareness, blushing. A virgin. "It's what I do." He turned and jumped three feet in the air. Cheshire was really close to him, this boy who was an evo like her but not like the others. She could sense it. She grinned.

"I'm Cheshire." The boy narrowed his eyes. "You were almost 'Dead-Girl'. What were you thinking?" Chesire shrugged, still grinning brightly. She was wearing a yellow sun dress and a straw hat, her bag slung over her shoulders. "The thoughts of a curious thinker."

"What?"

"You can call me Cee."

"…I'm Rex. And you're weirding me out." She lowered the watt of her grin, letting it smooth into a smirk. "Nice to meet you." People were running towards them. A man in a suit and a monkey with guns. She took another picture.

"Rex."

"Hey Six. Did you see me totally handle that evo? I was all like wham! Oh! You want some? Smash!"

"Yeah kid. Just remember to leave the monkey out of it next time, will ya?"

"Hey! Bait was a very important role in this operation." Six listened to something in his communicator. "Come on. We need to get back to Providence."

"Yeah, yeah. Hey,I have to-" She had disappeared. A piece of paper floated by and for a reason Rex couldn't explain, it flew into his face and stayed there until he touched it.

C ya l8r, amigo.