The perpetual gray clouds hung over Eternal Meadow's cemetery like a blanket, creating an eerie atmosphere that sent shivers down the spines of even the bravest souls. On a typical day, Alice Spacebyte would be frightened of the place, even if she was walking on the other side of the street. But Alice wasn't frightened, and today wasn't typical.

Today, she was burying her mother.

Sitting perfectly still in a simple black dress and matching black flats, Alice watched Dr. Gale Spacebyte's coffin lower into the ground. The death had come out of nowhere. It had happened on a Monday only three weeks into spring semester at Pokey Oaks Junior High. Alice had been in her third period class when she was called into Principal Goodvibes' office to be given the news by Officer Valerosa. It had been a complete accident. Her mother had been returning home from her shift at Memorial Hospital, using the DexLabs bus sliders as she always did, when the vehicle fell off its railing. There were no safety restraints on the vehicle, and so her mother had fallen off ahead of the vehicle, and was ultimately crushed by it. She was dead before emergency crews could reach the accident site.

The news had numbed Alice to the core; all feeling had left her and had yet to return. Loneliness and grief were all that remained. Her Aunt Muriel had picked her up from school and took her to the middle of Nowhere, where the elderly woman and her husband, Eustace, lived. They were the only closest living relatives she had, especially since she had no father to fall back on. Alice spent her days hiding away in the spare room of the old house, often accompanied by the family pet, Courage.

Sitting through the funeral service was painful for the twelve-year-old. As Gale's only offspring, she was placed in the first seat of the first row, with her aunt to the right of her, holding her hand the entire time. Her aunt was sitting tall with her shoulders back, a sad little frown on her face. She wasn't crying, not like Alice was, but Alice knew her aunt was feeling the loss of her youngest sister all the same. Muriel was now an only child; her other sister, Dorothy, had died years ago. She tried to put up a strong front for her niece, but Alice had heard her aunt sobbing night after night after Eustace would go off to bed. Her aunt was just as affected by the loss as she was; she was just hiding it better.

Her Uncle Eustace was sitting beside his wife. He wasn't in grief like her aunt and she were, but he didn't mock or say something snarky through the service. Her mother and him had an animated relationship, and more than one time they would get into heated arguments over the simplest things. Her mother had explained to her, one day, that this was their way of showing that they loved each other. His silence was probably proof that deep, deep down, he really did love his sister-in-law.

Her cousin Fred wasn't in attendance. He couldn't make it because he was busy overseas with his business, and Alice was slightly glad he couldn't show; her uncle preferred to call him freaky over his actual name, and Alice agreed with him wholeheartedly. He had such an obsession with cutting hair that he'd threatened Alice and Courage with a pair of rusty scissors on many occasions, up until Gale had put her foot down and forbade the man from cutting anyone's hair in the family. Fred was a terrifying figure, but her mother had been a woman no one dared to cross.

The funeral service was attended by hundreds of people who loved Gale, not just the deceased woman's family. Her mother had always been a popular soul in comparison to her daughter's own social life, which was non-existent. Students ignored her and teachers overlooked her entirely. Mr. Green, the permanent substitute teacher since their regular English teacher, Mr. Warburton, was out on medical leave, was the only person who seemed to care about her. Alice couldn't exactly blame them, since Alice didn't like to talk to people. As a little girl she had been bullied because of her unnatural blue hair, which she has had since birth. The experience had her feeling left out, a feeling that stuck with her all her life.

The coffin was fully lowered into the ground, and the cemetery workers began to fill up the hole from the dirt pile sitting beside it. The tombstone would be put up later in the afternoon, and would be viewable at that time for anyone who wanted to visit. That concluded the service, technically, but Alice, her aunt, her uncle, and Courage stood beside the iron gates of the cemetery, thanking the guests for coming and to also receive their condolences. Eustace was situated at the front of the line, with Muriel in the middle and Alice at the end. Courage sat at her side, leaning against her in a show of emotional support.

Guests Alice didn't recognize approached and shared their sorrows with the three. They spoke primarily to Muriel and Eustace, but they did express their condolences to Alice and even told her that she could rely on them if she needed anything. Alice remained silent on the matter, mutely accepting their words and shaking their hands.

A family that stepped forward that Alice recognized was the Xyrespace family. Alice didn't know them personally; she did know that both of the parents were doctors at the same hospital her mom had been employed with. Alice had seen them at the Christmas parties the hospital staff would throw, but she didn't talk to them. Both of them were kind, having a real passion for helping people. With them was their daughter, a young kid with pink hair. Alice couldn't remember her name, even though they had seen each other at the parties; the little girl would usually hang around the other little kids or sit around listening to the adults tell stories about their jobs.

Both adults stepped up and shook hands with Muriel and Eustace, expressing their sympathies while the daughter moved around them and zeroed in on Alice. Without even a bit of hesitation, the kid stepped up and wrapped her arms around Alice in a hug. Alice was stunned by the action, taken aback that someone, let alone someone she wasn't even friends with, would do such a thing. She didn't hug the girl back, but she didn't push her off either.

"I'm sorry about your mom," the girl said after she broke from the hug.

Alice stared at the girl blankly, still surprised by the embrace. Alice had heard the sentiment over and over again, and kept silent with all the others, but because this was a kid, Alice felt compelled to reply back.

"Thank you," she murmured.

The girl's mother ushered the child away, and the Lincoln family approached next. Dr. Lincoln was another good friend and former co-worker of her mother's. Alice interacted with him occasionally at the Christmas parties, and she always found him to be friendly, even if it was hard to understand what he was saying most of the time. His wife, Mrs. Lincoln, was also a kind woman who Alice had caught occasionally dabbing at her eyes with her handkerchief at the service. Next to the couple was their two children, Cree and Numbuh Five. Alice didn't know Cree too well; she was a high schooler and was usually texting her friends when at the parties. Alice didn't know Numbuh Five either, but she knew of her. The girl was a member of the Kids Next Door, and although Alice never had a desire to join the organization, she'd seen the kids that made up Sector V around the Suburbs, fighting off whatever adult tyranny threatened kid kind.

Dr. Lincoln and his wife were talking to Muriel, expressing their sorrows and talking about a good memory they had of Dr. Spacebyte. Cree bypassed the adults and stood in front of Alice. She didn't shake hands with the girl, and Alice wondered if she was nervous, based on the way she was standing. The older teen wouldn't even look her in the eye.

"Sorry," the older teen said, and then she walked out the gates, away from the cemetery.

Alice should have felt some sort of anger at the way Cree had spoken to her, because she didn't sound very sympathetic for Alice's loss, but Cree's younger sister was taking up her spot before the emotions could register. Numbuh Five sent a quick glare at her sister's back, before smiling empathetically at Alice. The kid shook hands with her.

"Sorry 'bout my sister," she started off with. "She's not good at funerals."

Alice remained silent, not sure what she was supposed to say to that. Numbuh Five probably wasn't looking for a reply, because she was already continuing with the conversation. "'M real sorry about your loss."

She was sincere, and then she reached in and gave Alice a hug. Alice remained motionless, but allowed the girl to hug her. When Numbuh Five pulled away from the embrace, she gave Alice an assuring pat on the arm. She ran off after her sister, a glare set on her face. Alice watched for a moment before her attention was pulled away. Dr. Lincoln and Mrs. Lincoln gave Alice their own condolences, and then left with their children.

Dexter and his sister approached the family next, completely throwing Alice by surprise. To her recollection, Alice and he had never had a single conversation, not even in school. Computress, Dexter's scientifically advanced artificial intelligence secretary, stood - or rather, hovered - at the gates of the cemetery, waiting on her creator. Dexter offered his hand to Eustace, but the old farmer refused to take it, even scoffing at the gesture. Muriel was more amiable, and shook hands with the teenage genius.

"Thank you for coming," she told him, just as she told all the other guests.

"On behalf of DexLabs Inc., I'd like to express my deepest and sincerest apologies for the tragedy you and your family have gone through. I would like you to know that I have looked into the incident extensively and am working on changes to provide better safety features for the slider system, so that this does not happen again," Dexter addressed the older woman in a professional manner.

"Lotta good that did," Eustace grumbled, his glare dead set on the redhead.

Dexter turned to look at the grumpy farmer, and Alice half-expected Dexter to get into an argument with her uncle. The boy's bouts with Mandark were legendary, and it was often done over the pettiest of things. However, to her surprise, Dexter remained silent on the matter and allowed Eustace's jab to go unscathed.

"Now there'll be none of that, Eustace," Muriel scolded her husband, taking up Dexter's defense. "The boy already apologized several times over. Don't forget that this whole thing was an accident out of his control."

Her uncle didn't seem to appreciate the talk down. He crossed his arms and grumbled further under his breath, but it was too quiet for anyone to actually hear. Muriel ignored her grumpy husband and proceeded to pull the teenage entrepreneur in for a hug, thanking him for coming and reassuring him that she had no hard feelings regarding him. While DeeDee went and hugged Muriel, Dexter stepped over and held out his hand to Alice.

"I deeply apologize for the tragedy that fell upon you."

Alice stared at the boy blankly. Should she shake hands with him? Accept his apology? Was she mad at him? Should she be? It was his technology that had resulted in her mother's death, after all. That would mean she had every right to be angry, didn't it? If that was indeed the case, why didn't she?

Maybe it was because of what her aunt had said. This was an accident. Dexter didn't pick out her mother to die; it was an accident that the slider malfunctioned. Nothing more, nothing less. So, Alice followed in her aunt's footsteps and shook hands with the teenage genius, and she thought she saw his shoulders deflate a little in relief.

Dexter hadn't even released his grip when his sister shot off like a rocket at Alice, wrapping her into a big hug. The action was becoming a common theme of the day, and so Alice wasn't entirely surprised anymore (though Courage did jump back with a surprised yelp due to the suddenness of the action).

"I'm so sorry this happened to you!" DeeDee said through her tears. "If you want to talk, you can visit me in Genius Grove anytime!" She pulled back and rummaged through her purse. "Here, here, let me give you my address."

It wasn't necessary, since Alice wouldn't take her up on the offer, but she didn't say so. DeeDee seemed so eager, and Alice didn't want to take that from her. So she stood by quietly, watching DeeDee search her purse for a scrap of paper and pen, and then accepted the slip of paper once DeeDee had written her home address down. Underneath it was the young woman's phone number, no doubt to call her if she just wanted to talk.

The siblings left, joining their A.I. on the way out of the cemetery. Dexter was not to be the last surprising guest in attendance. Following up after him were Ed, Edd, and Eddy, known around the neighborhood as the Eds given their similar names. Their attendance was surprising but not incredibly so, considering the three were neighbors of hers, living in the cul-de-sac across from her home.

Double D led the trio, which was very understandable. Eddy was the leader of the trio in normal circumstances, but this wasn't a scam that they were running. This was a formal event, one that was out of Eddy's element. Double D, on the other hand, was skilled in this area. He stepped up to the family, with Ed glued to his side and Eddy standing just a few steps off. All three were dressed in tuxedos, though Double D's sock hat was still firmly on his head.

"I am so sorry for what's happened to you and your family," Double D expressed to the matriarch, shaking hands with her. "Please accept my deepest sympathy."

"Awh, thank you for coming, dears," Muriel expressed to the three boys, shaking hands with Double D. "You three are her neighbors, yeah?"

"Yes," Double D answered. "We came to support Alice."

Alice blinked; they came for her? Well, it did make sense. She was in their grade level, and they were unaccompanied by any adults, so they had to of come for her rather than her mother. The thought still stumped her, though.

Although it was normal for students at school to avoid her, Double D was very kind to her. Whenever they crossed paths with each other in the school's hallways, he'd often greet her and ask how she was doing. Perhaps they could have been friends, but he was usually busy during school with the school paper he was running and after school he was busy helping run one of Eddy's schemes. She and Ed didn't have any classes together, but he was also kind to her.

"How kind of you!" Muriel cried, wrapping Double D in a big hug. "How very kind of you all."

Ed happily received his hug from the woman, commenting on how "Hugs are nice." Eddy looked like he wanted to be anywhere but there, but still, he accepted Muriel's hug with only faint grumbling about the ordeal. Double D and Ed moved over to Alice, expressing their same words of sympathy. Double D shook hands with her, and Ed hugged her, nearly crushing her lungs with his strength. Double D had to pull him off before she could lose the ability to breathe. Eddy stood back, scuffing his shoes on the brick path. Double D elbowed the shorter boy to get his attention and then motioned his head in Alice's direction. Eddy rolled his eyes, but stepped forward so that he was standing in front of her.

"Sorry about your mom dying," Eddy said to her, sounding somewhere between uncomfortable and sympathetic. "That...bites."

Double D released a huff of annoyance, glaring at his friend. Alice stared, not entirely surprised. Her and Eddy, after all, weren't anything close to friendly ever since he had scammed her out of her money when she was a little girl. So, instead of saying anything, she merely nodded at him. Eddy immediately took that as his cue to leave, and he was gone and out the gates like Cree had moments earlier.

"Eddy!" Double D called after him in exasperation. He sent Alice a sympathetic look. "I'm sorry about him. We'll see you back in school." He grabbed Ed's elbow and led him out of the cemetery. "C'mon, Ed."

"Are we going to the comic shop now, Double D?" Alice heard Ed ask as the boys left.

Alice's attention followed the Eds for a moment, until she heard a loud groan coming from her right. A boy in a red baseball hat was standing in line, waiting his turn. He had been the source of the groan, and Alice recognized him on sight. Billy was an oddball guest, especially because Alice had no classes with him. This was probably because of the fact that he had a negative IQ score, which she hadn't thought possible until she met him.

"This is so boring," the boy complained, earning a few dirty looks.

Alice wasn't surprised by his outburst. Billy didn't have a filter in his brain that warned him whenever he was about to say something rude. He usually had Mandy there to correct him, but Alice didn't see the girl in attendance.

"Hey, you know what would lighten this party up? A karaoke machine! Who's go-YEOUCH!"

Billy was rubbing his arm, his face twisted up in pain. Standing beside him was a boy his size and age, and Alice recognized him since the two did share a class together. Nergal Junior was glaring at his cousin in annoyance, and was saying something to him that Alice couldn't hear. When it was their turn to approach the three, Junior was guiding his cousin by the wrist, whispering one more thing to the other boy before he was shaking hands with Eustace. Eustace refused to shake Billy's hand, which didn't bother the boy a single bit. His eyes wandered over until they landed on Alice, to which they brightened in recognition. He skipped past Muriel and came to a stop right in front of her.

"Hiya Alice!" the cap-wearing boy shouted. "I didn't knows you was here. What a small wo-YEOUCH!" Billy rubbed his other arm, glaring at his cousin. "What'd ya do that for, Junior?"

"I told you to behave," Junior hissed at his cousin, his brows furrowed in a glare.

Billy frowned and huffed loudly, crossing his arms. "I am. I just didn't think I'd see Alice here. Why would she be?"

Junior's eyes darkened and he punched Billy in the arm again, resulting in a yelp of a pain from the victim.

"This funeral is for her mother, idiot!" his cousin hissed, trying to keep his voice from raising but he was struggling.

"Oh," Billy said lamely. He swiveled around to look at Alice once again. "Your mom got buried? That's gotta suck, right?"

Alice blinked at the question, mildly surprised that this was the second time someone used that phrase or something similar to it. Junior was not content with the response, but he didn't want to make another scene; Eustace was giving the boys a dirty look, as were some of the remaining guests. So, instead, he took in a deep breath and turned his own attention on Alice. Whatever nerve he might have had seemed to disappear. Taking in another deep breath, he reached out his hand.

"I'm sorry about your mom," he said, his voice not sounding as strong as it had been when he spoke to his cousin. "And I'm sorry about my idiot cousin."

Alice shook hands with him and nodded. People seemed to be apologizing on the behalf of others lately.

"Thank you," she murmured.

Junior nodded back in return, and pulled his hand away. With his other hand, he grabbed his cousin by the arm and dragged the boy out of the cemetery, but not before Billy was able to shout out "See ya later, Alice!" Eustace grumbled rather unkind things under his breath until Muriel shushed him.

The final guests to approach the family were equal parts surprising and equal parts expected. Professor Utonium led his two famous daughters, Blossom and Bubbles, forward to shake hands with Eustace and Muriel. Seeing them at the funeral wasn't terribly surprising considering what good friends the Professor and her mother had been. The surprising part was that the family had come at all, considering they had lost a family of their own.

It had been four months since Buttercup had been missing. Although the Utonium family classified her as M.I.A., everyone figured she was dead; four months was an awfully long time to be missing. The community set up a memorial for her by commissioning statues of the girls to be placed in Pokey Oaks park, in front of the gazebo. Buttercup's statue had been (and still was) flooded with flowers and candles and cards from the community. Sometimes, when Alice was passing the park on her way from school, she'd catch the Professor standing in front of Buttercup's statue, staring at it and bringing fresh flowers to lay at its base. She had often wondered what it must feel like to lose your child. She didn't know the answer first hand, but she now wondered if it felt the same as losing your parent.

Her mother had been friends with the Professor ever since Alice had been little; her mother would invite the Powerpuffs to her birthday parties, and the Professor would usually hang around and chat with her mother. The same thing would happen whenever she was invited to the Powerpuffs' birthdays. Alice had mistaken it as love at one point, but her mother corrected her that they were simply friends. When Buttercup had gone missing, and the Professor became a shut-in, her mother would bring meals to the family to help them get by, and sometimes her mother would invite the three of them over for dinner. It didn't fix the situation, but it seemed to help lessen the pain.

It was strange for Alice to think that she had known the Powerpuffs her whole life, but she didn't classify them as her friends. They weren't mean to her (although Buttercup had occasionally said insensitive comments to her when they were younger), but they were so popular that Alice didn't want to compete with the other kids who would vie for their attention. Even at her own birthday party, the kids' attentions would be on the Powerpuffs instead of on her. She never felt any jealousy, though, because the Girls were heroes and it wasn't their fault for being heroes.

The Professor and Muriel shared a hug while Blossom and Bubbles spoke with Eustace.

"Oh, thank you for setting this all up," Muriel spoke kindly to the man. "I don't believe I would have had this all done so well."

The Professor smiled and shook his head. "Please, don't even worry about it. It's the least I could do."

Alice's brows dipped a little in confusion. She had assumed her aunt had been setting up the funeral service, but it was actually the Professor? Why? The Professor and her mother had been good friends, but that was it. Why would he put so much effort for them? She didn't voice these concerns and stood by silently.

"Will Alice still be in Nowhere this weekend?" Professor Utonium inquired.

"Oh no, we're currently residing in my sister's house," Muriel answered. "Alice will be going back to school on Monday, and so we're easing her back in."

The Professor nodded.

"If it's alright with you, I'd like to come by and pick her up. Her mother wanted me to tell her about you-know-what," the Professor said, his voice dropping an octave at the 'you-know-what' part.

Alice's confusion only grew. Her mother had made a request of the Professor? And it involved her? Muriel nodded easily, not looking confused at all.

"Of course," Muriel answered. "What time can we expect you?"

"Eight."

Muriel nodded with a smile. "Splendid. I'll have her up and ready by then."

Alice looked even more confused, and wanted to know what they were talking about, but her attention was pulled away by the sudden arrival of Blossom and Bubbles. It was strange seeing the girls out of their iconic red and blue colors and in black dresses for the formal affair. Blossom had a serious look to her, and Bubbles had tears in her eyes. She looked like she wanted to throw herself at Alice, but was holding herself back.

"As leader of the Powerpuff Girls, I want to extend my sincerest apologies for failing to save your mother," Blossom addressed. "I'm sorry we couldn't do anything for her. She was a good woman, and her loss will deeply impact us."

Bubbles took this as her cue (or she couldn't hold herself back any longer) and she launched herself at the orphan, wrapping Alice up in a hug. Thankfully, unlike Ed, Bubbles was aware of how strong she was and didn't suffocate the blue haired girl. The girl's tears began to fall like a pipe had burst.

"I'm so sorry, Alice!" she wailed. "We were in Downtown when it happened, and we arrived too late!" Bubbles pulled back from the hug so that she could look Alice in the eye. "Please forgive us."

Alice stared at the pig-tailed Puff in surprise. Looking over at Blossom, the long-haired Puff's serious look had cracked to reveal the guilt she felt over the situation. It hadn't ever crossed Alice's mind that they would feel any sense of guilt over her mother's death. Should it? No. It was an accident. That's what she said to Dexter, wasn't it?

Alice's eyes dropped to her shoes. "It was an accident. It wasn't your fault."

She spared a glance, but found that both girls still looked guilt-ridden, and they actually looked even sadder after her words. She screwed up. Of course they'd feel horrible; they were heroes. No, not heroes. Superheroes. That meant they were supposed to do more than the regular hero. Alice couldn't help but feel pity for the high standard they were putting on themselves. It wasn't their fault; it was no one's fault.

Thinking quickly, Alice muttered out, "I don't blame you."

This response seemed to do the trick. The girls' shoulders relaxed just a bit, and the guilt on their faces lessened. There were still remnants that shone in their eyes, but they seemed to be relieved that Alice didn't put the fault on them. Breaking her somber expression, Blossom sent a small smile at Alice.

"Why don't you come over for dinner this weekend? You'll be in the neighborhood, yeah?" the leader asked.

Alice immediately wanted to say no, a similar reaction to DeeDee's offer of talking it out. She couldn't, however, and not because the girls were eager to do this kind gesture (even though they were; Bubbles' eyes had lit up excitedly at the offer). The reason being was because it was a role-reversal. Only months earlier it had been her mother offering to cook them dinner, and now the Girls were offering the same. It would be rude to deny them such a request.

"How about this Saturday?" the Professor suddenly jumped in, catching his daughter's request. He looked to the elderly couple. "We'd love to have all three of you be our guests."

Alice looked up, suddenly remembering that the Professor had been talking to his aunt about picking her up that Saturday. Her aunt jumped on the idea, clapping her hands together in joy.

"Why that's a marvelous idea!" she remarked. She looked over to her husband. "What do you say, dear?"

"Free food is free food," Eustace remarked, which was his way of agreeing.

"We'll be there. Will six be good?" Muriel asked, once again having a conversation with the Professor.

He nodded. "Perfect timing. We'll have dinner ready."

"And I'll bring a salad," Muriel stated. When the Professor looked ready to protest, the elderly woman held up her hand. "Now there'll be no protest. It'd be rude to come without bringing some sort of dish."

The Professor consented, not wishing to argue with the woman. With the matter settled, the Professor turned back to Alice, his daughters moving to talk with Muriel and Eustace (but mostly Muriel).

"Alice, I am sorry for your loss. If you need someone to talk to, I'm always available," He smiled a bit sadly, looking older than he really was. "I know how you feel."

Alice dropped her gaze for a moment, pity and sympathy running through her. She didn't want to burden him, not while he had his own problems to deal with. But she couldn't just deny his offer; it'd be rude.

"Thank you," she said, meeting his eyes again.

He smiled at her, but a hint of nervousness entered his smile.

"Alice, did you happen to overhear what I was talking about with your aunt?" he asked.

Alice didn't immediately answer his question, because she wasn't sure if she should tell the truth. How much would he tell her if she said she had? How much would he actually tell her if she said she hadn't? Alice looked to Courage for a second opinion, and he nodded, conveying his message: Tell the truth.

"You mentioned about picking me up Saturday morning," Alice answered. "My mom wanted you to tell me something."

The Professor nodded. "Yes, it's something very important. I've already discussed it with your aunt, but I would like to get your confirmation on this. It does concern you. Will you be alright with me picking you up this Saturday?"

Alice thought about it. Maybe she should be mad they were making these arrangements without her consent, but that wasn't Alice. Her mother and aunt obviously trusted the Professor, so she would, too. She nodded, and he smiled just a bit wider.

Whatever the you-know-what was, she'd find out Saturday.


The car ride early Saturday morning was silent. Painfully, awkwardly silent.

Professor Utonium had arrived at the Peach Creek Commons home at the time he had promised, eight o' clock. Just as her aunt had promised, Alice was up, dressed, and full from the oatmeal she had been fed. Her aunt wouldn't be joining her to wherever the Professor was driving her to; she was going to the local Malphs store to pick up ingredients for that night's dinner. It was only going to be her and the Professor.

It was quite possibly the most awkward situation Alice had ever been in.

The Professor was a nice man; one would have to be to create the Powerpuff Girls. He was always very kind to her while she was growing up. He'd ask her how she was and how school was doing and if she was participating in any sports or clubs and if she had any hobbies. Alice's shy nature would usually kick in right around the second question, and her mother would step in, picking up a conversation with the man that would distract him from her daughter for the rest of the visit. Given the fact Alice hadn't been in school for a couple weeks and the recent tragedys they had both suffered in the timespan of only a few months, the Professor didn't have many conversation starters to pick from, and Alice was getting the idea that the scientist was nervous, based on the way he was tapping on the steering wheel. So, Alice made herself as small as possible in her seat, and spent the trip staring out the window, watching familiar locations fly by as the car moved from the Suburbs to Downtown. Interestingly, there were no buses on the slider system running.

It was as they were turning left onto Sunny Bridges Street that Alice realized they were headed in the direction of Memorial Hospital. The right-hand turn onto Memorial Drive confirmed Alice's suspicions. A wave of panic crashed over Alice as she saw the back of the hospital come into view. Was that their destination? Why? The Professor knew that her mother used to work there. Why would he do something so cruel? She still wasn't over the death; he of all people should understand!

To Alice's immense relief, the Professor didn't take the winding road up to the hospital that was tucked up against Offworld Plaza's mountain side. To her confusion, he made a left, and drove up to the gate of the Space Port, a launching site for rockets and space shuttles. The Professor rolled down his window and announced to the guard on duty that he had a meeting to see Max Tennyson. Alice didn't know who Max Tennyson was, but the last name sounded eerily familiar. The guard waved them through after handing over two visitor passes to the Professor and telling him where to go. Alice took in the sight as they drove past, staring in wonder at the shuttles lined up. She'd been to the place a few times for school visits, but seeing the shuttles never failed to amaze her.

The Professor parked them near the building in the back, handing over one of the two visitor passes to her. The two entered the building, finding a pristine hallway empty of any other soul. The tiled flooring was so shiny, Alice could actually see her reflection. The Professor led the way, his dress shoes' click-clacking drowning out Alice's softer tapping in the quiet space. Nervous about what would be coming next, and of who this Max Tennyson was, Alice dropped her gaze to the floor.

The two arrived at the end of the hallway, coming upon a door guarded by two men dressed head to toe in a red jumpsuit, wearing a helmet over their heads. Alice found their getup strange, especially since the guard at the front post hadn't been wearing the same uniform. One guard opened the door for the two of them, giving them a nod as they passed. The Professor nodded back respectfully, but Alice dropped her gaze nervously. They entered the small room, finding it empty save for a circular platform in the middle. After they stepped onto the platform, it descended, surprising Alice. It was moving swiftly, and because there were no safety features on the platform, Alice scooted a little closer to the middle of the platform. The Professor reached out and rested a hand on her shoulder, keeping her balanced.

The platform reached its bottom, the metal doors opening sideways like in a sci-fi film. The elevator had dropped the two guests into what Alice could only guess was a control room. A large screen was positioned on the wall directly opposite of them, and situated under it was one long station with several computer screens designed into it. Situated in the middle of the room was a rectangular conference table, lined with eight chairs. There were two metallic doors on opposite sides of the room, leading to who knows where.

Waiting for the two guests at the bottom of the steps were greeted by an older man wearing a red Hawaiian tee shirt. The man had a kind smile on his face, which turned into a toothy grin when he saw them. The Professor led the way down the steps, extending his hand out to the man with a matching grin of his own.

"Thanks for agreeing to this," the Professor said as a greeting.

"It's not a problem," the man answered easily. "It's better now than never, right?"

The Professor nodded, and then he reached out and guided Alice closer, despite her hesitation. The only thing keeping her from running, aside from the fact that the elevator doors were shut, was the hand the Professor kept on her shoulder.

"Hello, Alice," the stranger greeted her kindly.

Alice dutifully shook the elder man's hand, murmuring out a meek, "Hello." She felt embarrassed to be meeting a leader of an organization wearing a simple blue shirt and capris, but she figured he didn't care considering his taste in clothing. Plus, he was smiling at her kindly, so that helped to ease her worries.

"Alice, this is Max Tennyson," the Professor introduced for her. "He's the leader of a secret organization known as the Plumbers."

"Why is it a secret?" Alice asked, her curiosity getting the best of her.

Both men shared a brief glance, which confused Alice more. Were they unsure of telling her? If so, why did the Professor bother to bring her all this way?

"Because we deal with aliens," Max finally answered.

The surprise hit Alice pretty hard, since it was so out of left field. However, on some level it made sense. This was the Space Port, where shuttles and rockets went up into space. Aliens came from space, so of course an organization that dealt with aliens would be operating there. But then Alice began to wonder why she was there. Why had the Professor brought her to meet the leader of the Plumbers? They dealt with aliens. So, if he had brought her there, to the Space Port, to the leader of the Plumbers, to a man who dealt with aliens, then that had to mean...

"Why am I here?" Alice asked meekly, hoping that her line of thought was wrong.

Again, the men shared a look. Perhaps they heard the fear in Alice's tone and were trying to figure out what to say. The worried looks they shared with each other certainly seemed to indicate this was so.

"Because you're an alien, Alice," the Professor told her as kindly as possible, to lessen the blow, but it was no good.

For a brief second, the lights in the underground facility flickered. Alice's world narrowed as she repeated the revelation in her head. She must have gone pale in the face, because the two adults were suddenly hovering over her with alarmed looks on their faces. If it wasn't for the Professor holding her up, she would have certainly fallen to the ground, perhaps even fainted. She actually felt like throwing up.

An alien? she thought.

"Let's go and have a seat before we continue our conversation," Max suggested.

The Professor helped Alice walk to the conference table, helping her into her seat before he took one next to her. Max sat on Alice's other side, leaning back in his chair. He was trying to look relaxed, but his eyes were alert and watching. The Professor took in a deep breath, collecting himself.

"Thirteen summers ago," the scientist began, "I was studying the stars. I'm not an astronomy buff, but I wanted to give it a try. It just so happened that I spotted what I thought was a falling star that night. I was following its descent when I realized it was heading for the ground. I jumped into my car and followed it, eventually coming to Peach Creek Estates where it had landed. When I approached the impact site, I was expecting to find a rock. To my surprise, it was a baby girl with a full head of blue hair. That baby as you." He paused in his story, gauging Alice and her reaction. She wasn't going to faint, but the surprise was evident in her eyes. Seeing that it was safe, he continued. "I was in a panic. I've never had a kid before, and I wasn't entirely sure what I was supposed to do. I finally calmed down enough to think things through, and decided to bring you to the hospital; if anyone would know what to do with a baby, it would be them. When I arrived and asked for a doctor, your mother approached and asked how she could help. She had already seen your blue hair, surprising her like it did me. I didn't tell her anything, at first. All I told her was that I found you on your own and wanted to have you checked on. She disappeared with you for almost an hour, probably running every sort of test on you that they could do on a baby. She left me in the waiting room."

"At this point," Max broke in, startling Alice because she had momentarily forgotten his presence, "I arrived. Our satellites had picked up on your arrival, but by the time I arrived at your landing spot, the Professor was getting into his car with you. I followed him, but at a safer distance. I wasn't sure of what he was going to do, so I tailed him to ensure your safety. I entered the hospital when the doctor, your mother, took you to test your health. It was at this point that I approached the Professor. I asked him what he knew and what he was intending to do."

"Given the strange turn of events that night, I was a little surprise to be addressed like that," the Professor picked up his side of the story again. "But I answered honestly. I didn't know much, except that you had come from off planet, making you an alien. I wasn't intending anything."

"I believed him," Max contributed. "Even though I was a Plumber, and should have taken you into my custody, I believed the Professor. Something in my gut told me he could be trusted, so I left you in his care."

"After meeting Max, and getting a number from him in case I needed his assistance in the future, I waited for your mother to return with you. And when she did, she wanted answers."

"You told her?" Alice asked, speaking for the first time since her heritage had been revealed to her.

"She sorta forced it out of me," the Professor answered sheepishly. "She's a hard woman to lie to, so I told her everything. She didn't laugh or think me crazy. She asked if I intended to raise you. I answered no." He flashed her a guilty smile, worried that he may have hurt her feelings by admitting that he had passed on raising her. "You see, I wasn't ready at the time to take on the responsibility of being a father. I thought for sure your mother was going to berate me for it, but she surprised me. She declared she was going to raise you."

"Even though I was an... an alien?" Alice asked.

The Professor smiled gently at the girl. "She didn't care. Human or alien, all she saw was a baby who needed someone to raise her."

"Why didn't she tell me?" Alice questioned, feeling betrayed. Her mother had told her she'd tell her no lies, so why hadn't she told her the truth of her past?

"She didn't want to make you feel like an outsider," the Professor answered. The Professor glanced away, a painful look settling on his face. "It can be hard on a child when they feel like they don't fit in."

Alice dropped her gaze to her lap, feeling terrible for bringing up a painful memory. It hadn't been her intention. Her mother's own intentions were good, but it did little to help Alice because she had felt like an outsider since she was little. Why not tell her the truth sooner?

Wait, why was the Professor telling her now?

"Why are you telling me this?" Alice asked, not looking up from her lap.

"It was a request from your mother," the Professor answered. "She had meant to tell you when you turned thirteen, but she made me promise to tell you the truth in the case something happened to her."

"Where do I come from, then?" Alice asked, looking up.

"That's why you were brought here," Max answered in the Professor's place. "Because I left you in the Professor and your mother's care, I didn't get a chance to test your blood and analyze it. With your permission, I'd like to do that now."

"It's up to you, though," the Professor added.

Alice looked at Max, then the Professor, and then her lap. She wasn't sure she actually wanted to know where she came from, but what harm was there? She might as well get some more answers.

"Okay," she answered.

Max smiled and stood to his feet, disappearing for a moment before returning with a cylinder-shaped item in hand. Alice froze at the sight of it. Growing up with a doctor for a mother, Alice didn't have the normal fear of needles like other kids did. When Max had talked about retrieving blood, she had assumed he'd return with a needle. The cylinder-shaped device wasn't at all what she had been expecting, and that momentarily had her panicked. Max saw the look on her face and smiled in that grandfatherly way to set her nerves at ease.

"Don't worry, it won't hurt you," he assured her as he approached. "It'll be like pricking your finger on a pin. I only need a little bit."

Alice nodded, feeling ashamed for freezing up at the device; it was just a super-advanced needle. She held up her arm expectantly, and he pressed the cylinder to her skin. True to his word, the pain was as minimal as her finger getting pricked, and it only lasted for a few seconds. He pulled back his object, just as the elevator opened and revealed a famous teenage boy.

"Hey Gramps," Ben Tennyson addressed his grandfather. "Sorry for being late."

Max shook his head at his grandson. "On the contrary, you're on time." He jerked his head in Alice's direction. "Would you mind keeping Alice company while I go over this? It'll be a while, and I don't think she wants to be bored by our conversation."

"Not a problem," he called back to his grandfather, coming to a stop next to Alice's seat and extending his hand out to her. "Hey there, you're Alice? I'm Ben. You've probably heard of me?"

Who hasn't? Ben Tennyson was a celebrity like the Powerpuff Girls and Imaginary Man. He was the boy who could turn into aliens. His identity had been outted months ago on Harangue Nation, ran by its host and namesake, William Harangue. Since then, his heroic deeds had made him a media darling (aside from Harangue Nation), and a teenage heartthrob for teenage girls. Practically every girl at her junior high had a picture of him in their locker, fantasizing about the day they would be called "Mrs. Tennyson."

Alice nodded at Ben's question, but kept her hands to herself. Ben pulled back his hand and used it to rub the back of his neck, his smile not diminishing in the slightest. The Professor pulled the teenager to the side, holding a discussion in hushed tones. Max was at the station underneath the large screen, placing the cylinder into a panel on the console. He took a seat in the swivel chair, beginning to analyze the blood sample.

Left alone, Alice allowed herself to think about everything that had been revealed to her. She believed everything she learned was the truth; the Professor was too kind a man to be playing a cruel trick on her. The reveal made some sense, when Alice really thought about it. Her sense of loneliness, her hair color. But all of this meant one important thing: her life was a lie. Her mother and her aunt and her uncle and her cousin weren't actually her family; not her blood family, anyway. They had been lying to her for almost thirteen years, and that thought brought on a feeling of betrayal that had her tearing up, but she wouldn't let them fall. She didn't want to cry in front of strangers.

"So, how're you holding up?"

Ben's question brought Alice out of her thoughts. He had taken the Professor's seat next to her, looking at her with concern. A quick sweep of the room found that the Professor was at Max's side, glancing over his shoulder so he could see the work being done.

Ben watched Alice carefully. When his grandpa had asked him to come to Plumbers HQ to meet a new alien, he had been excited. With the negative press Harangue was pressing upon the public about aliens (him in particular), Ben wanted to reassure new aliens that they had nothing to be afraid of. Of course, that's when his grandpa had explained a little bit about the girl. Losing a family member and then learning that you were actually an alien the whole time would be a giant burden on anyone's shoulders. He was being brought in as a fellow youth to help her navigate the strange waters.

Alice blinked away her tears and dropped her gaze to her lap. She didn't want to admit to Ben how she was holding up; he'd judge her poorly, because she wasn't holding up well.

"It's okay to be scared," Ben said, taking her silence as an answer. Her head snapped up, looking at him in bewilderment. He frowned at her in sympathy. "I heard about what happened to your mom, and I'm sorry that happened to you. It's probably not easy going from losing a family member to learning that you're actually an alien."

Alice nodded her head slowly.

"I can't necessarily say I can relate, because I'm still human, but I do have this nifty watch that lets me become whatever alien is in it," Ben continued, holding up his Omnitrix to show off to the girl. "Though, my family has a history with aliens. My grandma's an alien, and her DNA passed on to my cousin." He grinned when he saw Alice's eyes widen. "Hey, do you have a phone on you? I could give you her number so you could talk to her about your concerns. She can relate to you better than I can. I was brought in because I was available."

Alice's shoulders drooped a little, like she was disappointed in what he said. Reaching out, Ben clasped his hand on her shoulder, giving her a wide smile that had her looking at him in surprise.

"Hey, just because I can't relate as well doesn't mean I'm not going to help out," Ben told her. He gave her a thumbs up. "What kind of hero would I be?"

"The results are in," Max declared, interrupting the youths. He looked over at the young pair from over his shoulder.

"Are you ready, Alice?" the Professor asked softly.

Alice slowly nodded. He motioned with his hand for her to come closer, and she obeyed with Ben following at her side, his hands resting on the back of his neck. He was remarkably more relaxed than she was, but then again, he wasn't the one about to learn his heritage. Alice stopped behind Max's chair, staring up at the screen that was showing off the results.

ARTHENADITE - 100% MATCH.

Alice, Ben, and the Professor were stumped on the meaning behind the name, but Max's eyes widened and a gasp escaped him.

"It can't be," he muttered.

"Arthenadite? Never heard of it," Ben said, crossing his arms over his chest.

"No, you wouldn't," Max replied, shaking off his shock. "Their planet, Arthenia, was wiped out completely almost thir..." Max paused, swiveling in his chair to look at Alice with dawning recognition. Alice edged closer behind the Professor. "Thirteen years ago."

"Wiped out? You mean they're gone?" the Professor asked, surprise coloring his face.

"Them and their planet," the Plumber replied with a nod of confirmation.

"Except Alice," Ben noted, looking at the girl. She didn't meet his gaze.

"As far as we know, she's the only Arthenadite alive," Max theorized. "Based on her arrival, I'd estimate that she was sent here before the planet disappeared."

"Do you know what caused the planet to disappear?" the Professor asked, his curious, scientific mind on overdrive. "A black hole? A supernova?"

Max shook his head. "Unfortunately, no. The planets within the Olyquis galaxy were wiped out, but from what is still a mystery. There's several theories, but none proven right."

"Could you tell us a little more about the people?" the Professor asked.

"They were isolationists, so there aren't any records coming from the people themselves," Max began the history lesson, crossing his arms as he recalled what little he knew of the peoples' history. "What we know about them comes from other species that attempted to overpower their planet. None were ever able to conquer them."

"Any special abilities?" Ben asked, also curious. He hadn't come across an Arthenadite in his Omnitrix, and he wondered if Azmuth would even bother to add one.

"There's nothing concrete, but digging through the records from these would-be conquerors point to a few powers," Max explained. "Some psychokinesis, some telekinesis, some energy manipulation, and more. It's unknown how common one or all of these powers are, but based on the records, they are incredibly powerful."

"So, Alice could have one or all of these powers?" Ben asked, his eyes widening.

Max nodded in affirmation. "It's very possible."

"Have you experienced any abilities, Alice?" the Professor asked, addressing the girl who had been content to stand in the background.

Alice's first response was to decline, but something stopped her. A small memory not too long ago. After Officer Valerosa had given her news on her mother, and the officer and Principal Goodvibes had left the room to give her privacy, the lights had flickered. It was brief, and Alice hadn't thought about it at the moment, too overwhelmed with the loss of her mother, but was that an indicator? Had she unknowingly used her powers in that moment? Alice wasn't confident it was a good example, so she kept it to herself and shook her head.

"No," she answered.

Ben looked a little disappointed in the answer, but he shrugged it off and looked to his grandfather for an answer. The Professor also looked to the aged Plumber for answers.

"It's possible that she hasn't unlocked them yet," Max explained, hearing the unspoken question from both Ben and the Professor. "Or it's possible she doesn't have them. Without testing them out, we don't know for sure."

The Professor turned to Alice, about to open his mouth and ask a question, but stopped when he saw how pale Alice was. Although he really wanted to see what sort of power she may have (and knew from personal experience about how bad it would be to let a young girl run loose without proper control of her new powers), he wasn't going to push her into anything she wasn't ready for. Besides, there would be time later to experiment such things.

"Thank you for everything, Max, but we'll have to bow out for now," he answered on Alice's behalf, reaching out and putting a comforting hand on her shoulder. "I think Alice has had more than enough excitement for the day. Besides, I need to help the girls with dinner tonight."

Max nodded easily, understanding perfectly. Ben frowned momentarily at the answer, but seeing the look on Alice's face, he changed it to an easy-going grin.

"Guess we'll have to see what you got later," the celebrity teen said teasingly.

Alice didn't hear him. She was too focused on what the Professor said. In all the excitement of learning she was an alien, she had forgotten about dinner with the Utoniums. She hadn't been excited to go to the dinner when it was proposed and now, with this bombshell, she was absolutely dreading the visit.


Alice stepped into her home quietly, carefully closing the door behind her. It was nearing lunch time, so Muriel was most likely back from the store by now, and Eustace would be in front of the television watching the local news channel so he could complain about the stories. She didn't want to be noticed by the adults yet, though Courage had heard her despite her efforts. The trusty pink dog walked up to her, sensing something off with her. She gave him a quick pet, and then made her way for the stairs. She was moving as quietly as possible, but it wasn't quiet enough. Muriel heard Alice's footsteps as the girl passed by the kitchen.

"Alice, dear, is that you?" the woman called to Alice, stopping the girl in her tracks. "Are ya home so soon?"

Alice closed her eyes, took in a deep breath, and entered the kitchen. She didn't want to confront her aunt so soon, but she might as well get it all out. No time like the present, right?

"Yes," Alice answered simply.

Muriel paused from making the salad to look at her niece. Something in Alice's tone tipped the woman off that her niece was not doing well. A look in her direction confirmed Muriel's suspicion. The girl was pale as bone, and her shoulders were slouched forward. Muriel frowned in sympathy, having an idea of why her niece was looking so glum.

"Alice, dear, are you alright?" she asked, approaching the girl.

Alice shook her head slowly, worrying the elderly woman.

"What's the matter?"

"How..." Alice cleared her throat and tried again. "How long have you known?"

Muriel stared at the girl, but she didn't need further clarification on what Alice was asking about. She knew where Alice had gone to that morning. She knew what Alice had learned. She knew what Alice was asking.

"Your uncle and I have known since my sister brought you to our home," Muriel answered, a soft smile on her face. "She was so excited to show you off to us. Of course, the color of your hair raised a question on where you came from, not to mention that my sister hadn't had a date since her high school days. Your mother told us everything."

"Didn't you think it was strange?" Alice asked. "That I was an alien?"

"Yes, that was surprising for the first few seconds. But you were such an adorable little thing, that it didn't matter. Human or alien, you were our niece." Muriel smiled. "You were the cutest baby I'd ever seen."

Alice's eyes watered up at her aunt's declaration, and she averted her eyes.

"W-why did mom keep it a secret from me?" she asked. "Why did no one tell me?"

Muriel's smile dropped. "Your mother wanted you to be part of this family, and she was worried you wouldn't feel like you were if you knew the truth," Muriel answered, and Alice flinched by how true that statement was. "She wasn't going to tell you, but after that young boy was revealed to be all those aliens runnin' around, she eventually decided you deserved to know the truth. She talked it over with myself and with Professor Utonium. She wanted to tell you on your thirteenth birthday."

Alice's tears were beginning to fall slowly, but Alice was doing her best to hold them back. Courage, who had been at her side the whole time, whimpered out of sympathy for the girl. Muriel approached her niece and pulled her into a bear hug.

"This is all so new to you, but understand this. Your mother loved you with her heart and soul. You were her pride and joy, and she wouldn't have traded you for anything in this world or others."

"B-but she's gone," Alice choked out. "I'm all alone."

Her aunt tightened her embrace, rubbing her niece's back to comfort her. Courage joined in on the hug, holding tightly onto Alice's leg, conveying his love and support for her.

"You're not alone, dear," Muriel assured the distressed child. "You have so many people who love you and will support you. Remember that no matter what happens, you will always be loved, forever and ever."

Alice's restraints broke. No longer holding back her tears, Alice buried her face in her aunt's shoulder and sobbed, releasing everything she had been feeling since the news of her mother's death. Her aunt tightened her hold on her niece, petting her niece's hair to calm the upset teenager. After her tears dried and her sobs subsided, the girl pulled herself away from the embrace, rubbing at the stains on her cheeks.

"Feel better?" Muriel asked, receiving a nod from the teenager. "Talk to me whenever ya feel down, alright dear? I'll be here for you."

Alice smiled faintly and nodded. "Of course, Aunt Muriel."

Muriel grinned back. "I'm almost finished with the salad. Once I'm done, why don't I help ya find an outfit for tonight?"

"Okay," Alice agreed. "I'm going to go wash my face."

"I'll be up in a moment," the elderly woman told her, turning back to the salad bowl.

Alice scooped up Courage into her arms and walked up the stairs. It hadn't been planned, but her conversation with her aunt helped her feel better. She was still hurt over losing her mother, and learning she was an alien explained her feeling of separation from her peers. But for the moment, she didn't focus on any of that. The future was still scary, but knowing she had her family backing her up made it seem just a little bit less scary.


Back in 2010, I published one of my longest stories at the time, What Gets Me Through the War. Now over ten years later, after seeing that my dear friend Austin was continuing to write his Roxie story (all of you should definitely check out A Girl Named Roxie if you haven't already), I decided to completely remake it. The original story followed the game pretty closely, while this one will be following its own path with a combination of the original story, original game, Retro, and Legacy.

Fair warning for you all, not all Cartoon Network shows will be represented in this story, and not all shows that are in this story will be represented equally.

The hospital in Offworld Plaza, to my knowledge, never had a name, so I dubbed it Memorial Hospital after the hospital that Dr. Lincoln works at in "Operation: H.O.S.P.I.T.A.L." Ben's portrayal is his Alien Force portrayal, like he is in the game. In the game, his identity as the alien boy was public information, so I just used Ultimate Alien's explanation that Harangue had exposed him. I will not be using Ultimate Alien or Omniverse or the Reboot for his portrayal, and the same goes for all Ben 10 characters that will be in the story.

Alice's drawing in the cover was done by a member on Discord by the name Lumpy.