This story was adopted from charizardatemymathteacher with his permision.

Like him, I don't own Totally Spies or Danny Phantom

Amity Park: Outside the Nasty Burger

They were dead. His parents, his sister Jazz, and even his teacher Mr. Lancer. Danny also lost his two best friends Sam and Tucker. He couldn't save them in time from the Nasty Burger explosion. Stricken with grief, Danny had fought with anger overwhelming his future self.

In the end, Danny won and sucked Dan in the Fenton Thermos. He now looked at the devastated Nasty Burger as tears built in his eyes. He had just lost everything he cared for in mere seconds. Why didn't Clockwork save them?

Just as he was about to fly home at top speed and enter the portal to the Ghost Zone, time froze. Pale blue energy converged around Danny's body before pulling him into the portal. When he was gone, the world began to move again.

Ghost Zone: Clockwork's Lair

Clockwork floated before a still frozen Danny as he shifted between baby, adult, and old man forms. He frowned as he knew the misfortune that he could have prevented, but said misfortune was needed to secure a brighter future. The ghost let out a heavy sigh before collecting himself.

He took the Fenton Thermos containing Dan and put it away with as much protection as he could muster. Once Dan was secure, for the time being, Clockwork returned to Danny and inserted one of his medallions into him like Dan had done before.

The medallion negated Clockwork's time powers on Danny, so he came to looking around until his gaze settled on the time manipulating ghost. In that moment, nothing else about his current situation mattered because the one who could undo all of this stood before him.

"Clockwork, you need to help me." Danny begged. "Please turn back time to save my family, my friends, and even my teacher!"

"I am sorry, but in cannot be done." Clockwork stated gravely. "Rather, I will not nor will I ever undo what has happened."

"W-What do you mean?" Danny was worried and starting to feel devastated.

"The Observants wanted you dead, but they look at time as though it were a parade. One thing after another which passes in sequence." Clockwork explained. "I see that same parade from above. All the twist and turns. What may or may not happen.

I know this is not what you want to hear but losing those close to you is for a better future. One day, far in the future, someone more powerful than Dan or I will appear. This loss will set you on the road ready to combat that person."

"Y-you knew this would happen. Everything. In response, you let it happen, so I could confront some person." Danny shook his head. "No. No. No! I refuse to accept that."

If he accepted everything Clockwork said, Danny would never hear his mom and dad banter about their latest ghost gadget, or what they'll do once they captured a ghost. Never again will Jazz be an overprotective older sister, nor will they ever get into a sibling argument.

Lancer will never again give him detention for being late to class, swear using book tittles, or try to be 'hip'. He might have gotten on Danny's nerves, but he truly did care for his students. It hurt not having his best friend, Tucker, around.

His friend won't be discussing how meat is better than veggies (much to Sam's annoyance) or his newest PDA tech that he treats like his own children. And Sam… she was special. He only just realized his feelings for her.

He'd been so blind with Paulina and Valerie to realize what was right in front of him. He felt so stupid, even his goof of a dad knew before he did. Danny was going to tell her how he felt about her when the time was right.

At that time, he'd give her the ring that had her name engraved in it. Her death hit him the hardest out of them all. He couldn't imagine his life without her. If Clockwork had his way, she'd remain dead like everyone else.

Dany stared at Clockwork with all the rage and determination he had. "I won't accept your reality." The familiar ring, which signified him going ghost, appeared around him. "If you won't reverse what has been done, I'll make you."

Clockwork, despite how bad he felt being passive in this instance, was firm in what should be. "Even if you could beat me Daniel, which you are nowhere near strong enough to do, it will achieve nothing. I will not reverse what is done."

Danny said nothing as his hand glowed with green plasma while Clockwork summoned himself from multiple eras. The current one grabbed his scythe while Danny shout out two plasma beams only for them to sail into blue portals.

"Long range is useless Danny." Clockwork declared. "The Time Medallion in your body loses its effect once anything leaves you."

Danny floated into the air. "Then, I'll stick to close range!"

He flew at the original Clockwork, but two others flew at Danny from the sides. One kicked him in the right side while the other punched the halfa in the face. They did not let up as many of the Clockworks shot out their own plasma or hit Danny with their variety of weapons.

The halfa was outclassed in every sense of the world and his recent loss kept him from using arguably his most valuable tool in any situation. His mind. The rage, sorrow, and devastation weighed heavy on Danny making him an even easier opponent for the collected Clockworks.

When it seemed like he had enough, a group of Clockworks came together and blasted him into a nearby wall. When the plasma seized, Danny collapsed to the ground bruised and beaten. He wasn't finished yet.

Danny forced himself to his feet prepared to use what he learned through his dealings with Dan. He firmly planted his feet and faced all the Clockworks before letting lose a ghostly whale. The original Clockwork opened another portal that the wail harmlessly entered.

Danny fell to all fours reverting to his human form and panting. "Please, undo it."

All the other Clockworks vanished as the original came to float before Danny. "In one timeline, I did Daniel, but this timeline isn't that timeline. The fate of the Ghost Zone and earth rest on the shoulders of you and those you may come to care about."

"Why can't you trust that my friends and I can handle it?" Danny looked up at him. "Why are leaving me alone?"

"You're not alone, are you Danny?" Clockwork turned away from the halfa and opened a portal beneath him. "Keep that in mind as you decide what to do next."

While it was true that Clockwork couldn't affect Danny with his time powers, due to the medallion within, he could still impact Danny's space. All he needed was for the halfa to be sufficiently weakened. As Danny fell, Clockwork imparted Danny with some of his energy.

Fenton Works Basement

Danny flew out of the familiar portal before landing on the ground. He immediately got to his knees and stared at said portal. As much as he wanted to fly back in there and force Clockwork to undo all of this, he knew the ghost was firm.

Even if Danny were strong enough, he couldn't force Clockwork to undo all of this. As much as he still wanted to try, he knew he had to go somewhere. Where could he go? Well, he certainly knew who he didn't want to go to.

Vlad Masters, aka Plasmius, was an evil fruit loop and his arch nemesis. His house was the last place on earth Dany wanted to be. Especially since ending up there would result in him becoming ending Dan.

No matter what happened, he refused to go anywhere with the chance of that happening. As if to answer that wish, Danny remembered his father mentioning a family member other than his mom's sister (second to last place he wants to go) in a conversation a while back.

Flashback

Danny had walked down into the basement to find his big boned father working on some gadgets. "Hey dad?" his father stopped and turned his attention to Danny with a huge grin. "Can I ask you something?"

"Sure-o Danny-o! Is it about ghosts? Oh, I can go on for hours about ghosts!" His father's smile grew wider at the thought that his boy was interested in learning his old man's line of work.

Danny shook his head. "No that's not it."

His father looked a little disappointed that it wasn't about ghosts, but his smile quickly returned to his face. "Then, what is it you wanted to ask me Danny?"

"I'm just curious about grandpa." Danny stated. I mean he died before I was even born."

The halfa had stumbled across a few, old pictures of the man which made him curious enough to ask about the man. Especially since said man was the reason his middle name was what it was.

Jack grabbed Danny in a bone crushing hug. "Your grandpa was an inventor like all Fenton's. It's in my blood, and your blood Danny-o." Suddenly, Jack's face became serious which rarely occurred. "Sadly, just after Jazz was a year old, my uncle Jerry came over from California.

He told us my old pops died because an invention of his blew up. Now, I haven't spoken to Uncle Jerry in years. I wonder if he still runs his bed in breakfast out in Beverly Hills." Jack grew excited. "Perhaps we could make a family trip out there sometime!"

"Wow, I had no idea." This is the first time he heard his dad talk about this Uncle Jerry, and what his grandfather had done.

Jack patted Danny on the back. "Did you know my fascination of ghosts came from your grandpa?" The halfa shook my head. "When I was just a boy, younger than you are now, dad told me stories of secret ghost hunters who used certain ghost gadgets!"

"B-But how did you know they were real and not just stories?" Danny recalled the first time his parents saw a ghost was when he was fighting with the lunch lady.

"Good question son! Strange things happened at home. You see, Uncle Jerry and dad would disappear and appear out of nowhere all the time, so it had to be ghosts. Such thoughts were only cemented by the discovering of gadgets I found in a box within my old man's closet.

I recognized them form the stories he told me, so I knew that meant ghosts weren't just fiction. I've been trying to capture a ghost ever since." He ranted. "In fact, the gadgets you see today were all thanks to gramps with a touch of me added in."

"Now I know you like astronomy and space, but I think you could make your own gadgets one day. Weather that's for ghost hunting or not will be up to you, but I'll bet they'll be gadgets grander than mine or your gramps."

A blue wisp escaped Danny's mouth, but his dad was oblivious to it as usual. "Oh man, I just remembered that I was supposed to meet Sam and Tucker for a study session." He ran for the stairs. "Sorry dad, but I got to go!"

Just like that, Danny was gone.

Present

"Dad's uncle Jerry!" Danny thought hopefully. "It was a long shot, but I must try; otherwise, I'll become Dan under Vlad, and I refuse to let that outcome happen. Dad said Jerry has a bed and breakfast in Beverly Hills, California."

Danny forced himself to move away from the portal as he started packing clothes and pictures of his family and best friends. He then grabbed his school backpack and loaded it with ghost gear just in case he needed it. Lastly, he approached a jar with the word Fenton on it.

It was the family's emergency funds. Considering all that happened, this certainly qualified as an emergency. If his great uncle didn't pan out, at least he would be okay for a while. Danny pulled out a necklace he had on that held the special engraved ring he was going to give Sam.

He rubbed a finger over the ring and tucked it away. The halfa then went ghost before floating above his home. He silently said goodbye to all he knew and flew off towards California with fresh tears in his eyes. Everything Clockwork said was the farthest thing from his mind.

Ghost Zone: Clockworks Lair

Clockwork floated back and watched Danny fly away from Amity Park with two Observants.

"You manipulated that boy and influenced his choice."

"That's a direct violation of temporal displacement."

"In other words, you've cheated."

Clockwork turned to face them. "The choices he made and the things I've done are for a better future. Even if Danny can't forgive what I've done, I don't need him to. Having the earth and Ghost Zone still standing will be all I need."

"You realize the boy is now your responsibility."

"As is his evil self now that he exists outside of time."

"I am aware, but time is not as constant as you two seem to think." Clockwork floated away from them. "Think about that as events unfold."

Once he was gone, the observers vanished as well.

On the Road: With Danny, Night…

Danny had bought some food from a gas station and ate it before traveling for about six hours. He then stopped at a cheap hotel for the night. He would have gone on, but he needed to regain his strength.

He made sure he was Danny Fenton before putting on a simple dark hoodie from his duffel bag to hide some of his features. If the Nasty Burger incident wasn't on the news, it was only a matter of time before it was, and he didn't want to be recognized.

Danny went into the hotel and up to the desk clerk. He was a man that looked like his teacher Mr. Lancer which made him think of things he didn't want to. The Mr. Lancer look-alike narrowed his eyes at Danny who was doing his best to seem unassuming.

The clerk kept his gaze on the halfa. "Where are your parent's kid?"

Danny flinched at the mention of his parents, but he was quick to recover. "They're at home celebrating their anniversary. I decided to give them the night alone, so I'm out looking for a place to stay."

"What's your name?" The man asked not entirely convinced.

"Johnny… Johnny Box." Danny took the names from Johnny 13 and the Box Ghost.

"Okay Johnny, I'll let it slide tonight, but I don't want to see you here again without a guardian." The clerk stated. "A room will be fifty bucks or you're not staying."

Danny sighed in relief as the man was letting him have a room. He took out the fifty dollars from his bag and passed it over to the man.

"Room 13." The man stated giving him a room card.

What a coincidence? The room he got was 13 after he'd just used Johnny 13's name. Once he got into the room, Danny instantly fell asleep, but his rest was anything but peaceful. All night, he would see that awful event he couldn't stop.

Morning

Danny woke up with tears staining his face. Despite the terrible nightmare, the halfa at least felt rested, so he got ready to start traveling again till he hit his destination. He grabbed a sprinkled donut from the hotel's free breakfast.

After eating it, he quickly checked out and found an area with no people. Once Danny was certain he was alone, the halfa transformed and started flying again. Even with Danny's speed, it would take half the day to reach Beverly Hills, California.

Beverly Hills: Jerry's Bed and Breakfast

Dany, as Fenton, had spent a couple of hours looking for the building. After getting some helpful directions, he found himself standing before a hotel that looked 20x better than the place he stayed at last night. The halfa walked into the building with his hood down.

Danny approached a young lady with her blond hair in a ponytail. "Excuse me?" He said getting her attention. "Is Jerry Fenton available? I really need to talk to him."

The women seemed surprised that he was asking for the owner but smiled after a few seconds. "Sorry, Jerry isn't here right now. Should I leave him a message?"

"Please, I need to talk to him." Danny pleaded. "I'm actually his great nephew."

The woman was taken aback by the sudden revelation. She looked at him more closely than before and noticed the bags under his eyes. She also noticed that he seemed rather desperate to talk with Jerry, and there was something about this boy that made her want to help him.

"Okay, I'll call him right away." The woman stated. "I'm sure he wouldn't mind because you are family."

The woman dialed the number on her phone hoping she wasn't disrupting important business.

WHOOP HQ: With Jerry

Jerry had just gotten back after arresting an Archaeologist which the girls, Alex, Sam, and Clover, stopped from becoming immortal. Those three are the best team WHOOP has, and he knew their talents would be useful on future missions.

He'd just sat at his desk when his wallet phone rang. The caller id showed that it was Jerry's Bed and Breakfast which exists as a cover for people who don't know he works for WHOOP. People like his mother for example.

Wondering what it could be about, Jerry answered, "Yes?"

"Sorry to bother you sir, but there is a boy here claiming to be your great nephew. He wants to speak with you." The clerk stated.

Jerry was surprised. Of all the things he thought she might say, this sure wasn't one of them. He did have family, but he hadn't spoken to them since his brother died. Sure, he kept a small tab on them, but he had no idea why his great nephew was here.

"Sir?" The clerk asked concerned.

"Oh, please forgive me." Jerry stated. "Learning that my great nephew is here was a bit shocking. Tell him I'll be over in five minutes to hear what he has to say."

"I'll go ahead and tell him that. Bye Jerry." The clerk hung up.

Jerry started the short walk over. He purposely had the hotel close to WHOOP just in case his mother dropped by or something else came up. As he walked, Jerry couldn't help but feel bad for not keeping in better touch with his family.

Being a WHOOP agent made you rather busy. Another possible reason was when his brother died, he became more and more distant from them. His brother was the anchor that held them together. Without that anchor, everyone drifted away to live their own lives.

Jerry's Bed and Breakfast

Jerry had arrived at his cover place and entered. On one of the couches in the lobby sat a black-haired boy who looked sad. He must be the boy who said he was his great nephew. Jerry could notice a resemblance.

As he approached, the boy's head shot up. "Are you Jerry?"

"Yes, I'm him." Jerry stated. "From what I've heard, you are my great nephew. Who might you be?"

"Danny. Danny Fenton." The boy replied right away. "Jack Fenton was my dad."

"What is it you wanted to speak with me about?" Jerry stated.

That 'was' put a bad feeling in the pit of Jerry's stomach.

"Yeah I…" Danny struggled to get his words out.

"Perhaps we could talk somewhere more private. Would that help?" The WHOOP agent suggested.

Danny nodded. "I think it would."

The halfa picked his bags up and followed Jerry. "This is my office Danny. No one will hear our conversation, so whatever you have to say, I'm all ears."

"There was an accident." Danny stated. "My mom, dad, and sister, along with three others, died yesterday. Besides a sister I don't want to stay with, you're the only family I have left!"

Danny broke down and put his face in his hands. He just couldn't hold it in anymore. Jerry himself visibly paled at what he just heard. His nephew Jack, his nephew's wife, and their daughter… last time he had seen their daughter, she was just a toddler.

Looking at the weeping boy in front of him, the WHOOP agent managed to speak. "Wha-What exactly happened?"

Danny took a few minutes to compose himself. "E-Explosion… I'm the only one who survived." He cried. "After that happened, I knew I was going to be sent to live with Vlad, but I like him less than my mom's sister. That's why I came here to find you."

Vlad? It clicked in Jerry's mind. He remembered that Jack went to collage with a Vlad. So, that must mean Danny left as soon as the accident happened. Jerry briefly wondered if anybody knew he was still alive.

Probably not. Amity Park was a quite the trip from Beverly Hills. That did beg the question of how Danny got here so fast? Jerry could travel rather quickly when need, but that was because of his occupation.

"So, you're asking me to be your guardian?" Jerry questioned. "How old are you?"

Jerry looked at the broken teen and knew he had lost so much.

"I was hopping you'd be my guardian, yes, and I'm sixteen." Danny replied.

Jerry didn't have any experience taking care of a kid, but he did know young Danny wouldn't be happy with those he didn't want to take care of him.

"Very well Danny." Jerry nodded. "I'll take you in, but there are some calls I must make. For one, we can't have people thinking you're dead. I assume you left before anybody saw you were okay."

The halfa nodded. "I got out of there as soon as possible."

"It's going to be difficult, but I'll help you as much as I can. " Jerry stated reassuringly. "For now, follow me, and I'll show you where you'll be staying.

Danny got up to follow. As they walked, Jerry resolved to find out everything he could about this incident in Amity Park, but for now, he had to focus on Danny.

Jerry's Apartment

Jerry lead Danny inside an average sized two-bedroom apartment. The agent's mother usually took the guest bedroom when she visited.

"Have you eaten yet Danny?" Jerry asked. "

"Not since this morning, and only a single donut." Danny replied.

"Please, help yourself to whatever you want in the kitchen." Jerry stated. "This will be your home from now on." After Danny ate, Jerry gave him a quick tour before showing him the guest bedroom. "This will be your room. Soon, we'll go shopping to get anything you may need."

"Okay." Danny sat down on the bed

"Once you're settled, you'll be going to Beverly Hills High." Jerry knew the girls would try to befriend the boy, and right now, the boy could use all the support he can get. "If you ever need to talk, I'll be here."

Danny nodded before looking at Jerry uncertainty. "Oh… um Jerry?"

"You can call me Uncle Jerry if you want." Jerry stated after seeing his hesitation.

"Okay. Uncle Jerry." Danny smiled for the first time since the incident. "I just wanted to say, thank you."

"You're welcome Danny." Jerry grinned back and let him be.

Danny took the engraved ring off his neck and held it lovingly while wishing things were back to normal. "Sam, I'm going to need all the strength you can give me."

In this continuity, 'Reign of Storm', the two parter before the Ultimate Enemy, has yet to happen while 'Kindred Spirits' happened before Ultimate Enemy. Danny never gave Same the ring to hold onto.

To close this out, this story's starts at the end of Danny Phantom's: 'Ultimate Enemy' and after Totally Spies: 'I Want My Mummy'