Author's Notes: I saw the movie and immediately made the connection between Elaris and Nefarious, and by god, I was going to get this down.

I realize this isn't the first "Nefarious talks to Elaris about her job" fic out there (and the fics that do exist are all really good!), but I kinda wanted to write a version where Nefarious and Elaris were friends before the whole evil thing kinda split them apart and, despite everything, they still have positive feelings about each other.

It was a challenge writing Nefarious as a mixture of absolutely terrifying and also completely vulnerable and a bit in a fragile state. It's been a bad last couple of days for Nefarious.

Also I was going to explain where Lawrence came from but it also came off as more "fitting" that he just *has* Lawrence.

"Yep, this sure is Umbris alright."

Elaris, technical support of the Galactic Rangers and one of the saviors of the galaxy a mere five days ago, was doing a menial patrol shift above the atmosphere of Umbris with no one to keep her company.

Despite not being in her expertise and despite this being a rather boring shift, Elaris had asked to be on Galactic Ranger patrol today. She got a few questions from her coworkers - after all, today was double XP weekend and a holiday event in League of Legendaries and they expected her to be holed up in her lab for days - but she won out in the end. She took the same spaceship she normally did, a beaten up little thing that could be best described as "dependable" and "cozy" and nothing more.

She didn't want to admit it out loud, but she was getting cabin fever from being in her in the lab, just a glorified broom closet, all day. She was kinda hoping that, by helping with the Deplanetizer and helping to save the galaxy, she would at least get a bit of a laboratory upgrade as a reward. Instead, with the media breathing down their necks and Qwark doing his big apology tour, her tiny comments of "can I please get a proper laboratory?" were written down as "things to do later" as they asked the new rookie Ratchet question after question of his upbringing and his mysterious past.

And she couldn't help but feel that she was going to be in that broom closet for quite a while now.

Sitting alone in a spaceship - with no sound to greet her but the steady hum of all the ship's computers - while keeping an eye on the airspace of a muddy, near uninhabited planet was at least brightening her mood a bit and allowing her to clear her head.

Anything to get her mind off the fact that the weapons technician before her died in the process.

That was the biggest bummer of the whole Deplanetizer ordeal in her eyes. At the end of the day, Dr. Nefarious was dead. He fell from a space station onto the surface of planet Umbris and that was that. Elaris was hoping that they'd be able to arrest him and that she'd get a chance to talk to him somehow, but instead they found a barely identifiable pile of flesh that had his DNA.

She couldn't help herself. She felt sad that he had to die like that.

Her other coworkers in the Galactic Rangers thought that she was being too idealistic about her old science partner and friend, that Dr. Nefarious was too far gone even before he tried to blow up the entire galaxy with a giant laser. But she wasn't asking for any miracles. She just wanted to ask him why.

And if he was thrown into a maximum security cell for the rest of his life after she asked him what was going on in his giant skull of his, that would be enough for her. They haven't spoken in two years and it'd be nice to hear his voice again, even if his voice could not be described as pleasing to the ear.

But now she couldn't, because he was nothing but a pile of squishy goo on planet Umbris.

Fitting to her mood, as she contemplated her now dead friend, the lights in her spaceship began to flicker ominously. "No, no, no, no-" she pleaded with the ship's computer before the lighting system went dead.

"Oh come on!" she shouted to the spaceship as she was enveloped in darkness. The universe sure knew how to tell sick jokes sometimes. Muttering about budget cuts, she got up from her seat and walked towards the back where she could probably whack the power supply with a wrench until it began working again.

She didn't get that far. She entered the hallway connecting the cockpit to the other small quarters of her spaceship while complaining about how she should've checked the fuses before she left headquarters when a shape with glowing eyes detached itself from the shadows, skittered over to her position, and then suddenly pressed her against the wall in the span of two seconds.

"Don't. Sound. The Alarm."

Elaris stood paralyzed, a cold metallic claw wrapped around her face. The main source of illumination in the dark hallway came from piercing red eyes set in black, empty eye sockets of the most terrifying robot she's ever seen. It was a bony creature with sharp metal claws and fearsome wings, looming over her even in its hunched over position, smelling of the same harsh cleaning chemicals used to remove blood stains off of metallic surfaces. Acid green lighting came from the creature's skull, transparent and revealing the many horrible devices whirring within.

Her immediate thought was that some horrible zombie robot had risen from the grave and came to wreak vengeance for his fallen crew as she stared at the skeletal features. Her mind racing, she wondered just what ancient pirate curse was roaming around this sector as the creature watched her squirm.

"Elaris, it's me." the horrific creature said in a electronic voice that sounded oddly familiar. The voice was high and gravelly and grating to her ears, but it unlocked memories of several years ago when her fellow Galactic Ranger Dr. Nefarious was yelling at Qwark from another room that yes, he was still working on the Combusters, Qwark, and that if he continued rushing him he was going to shove them right up his-

"Nefarious!?" Elaris shouted, which sounded like "Mmmarmemous?" through the hand placed on her mouth.

"I am going to let you go now, and when I do, I want you do not run away or to scream or anything like that! I just want to talk!" Dr. Nefarious continued. "Got it?"

She nodded, her brain immediately noting the cosmic irony in this situation. Gently, he removed his hand from her face and quietly backed up a step, watching her as she shrank against the wall. Immediately he cackled in the kind of laughter that sounded more anxious than joyful.

"Good! Good! You're not calling the Rangers or trying to pull a weapon on me! You're actually going to listen to me that's-" he quickly broke out in a giggle that sounded both nervous and utterly deranged. "You know honestly I didn't expect to get this far!"

As the panic melted away to be replaced with a more cautious fear, Elaris could examine him more closely. She worked with sentient and non-sentient robots on a daily basis - hell, one of her coworkers was one - but he looked...uncanny.

He was breathing for one, something even the most realistic robots never did. His movements were too lifelike, from the way he could set his jaw to the movements of his eyes. He was very twitchy, his parts fidgeting in a way that was normal with organic lifeforms but looked neurotic on robots. This was not a simple consciousness transfer into a robot double as a back-up in case his organic body was destroyed; this robot clearly worked from the same blueprint as his original body.

Or was his original body, just horrifically modified.

Mentally she placed her memory of Nefarious over this creature and could pick out places where things were missing. He was skinnier, his facial features gone as if forcefully removed. If Nefarious had built himself a robot double, he would've remembered his ears and nose. Something about this robot creature seemed...wrong.

'He didn't plan this,' Elaris thought. 'Something else did this to him.'

"What...happened to you with the Deplanetizer?" Elaris asked. 'I thought you were dead' remained unspoken but very much implied. She reached out to touch him and he flinched away from her hand with a tiny yelp, a very fresh and vivid memory of pain flashing through his databanks. She withdrew her hand and he exhaled - there he was doing more things that was really creepy for robots to do - and ran a hand up his glass dome of a head.

"I survived the fall from the space station to the planet's surface. Thankfully my prototype armor suit was able to keep me from not dying, falling from a great height like that, but I was badly injured, and I was swarmed by a bunch of repair droids. They're programmed to help with situations like a rescue but they were confused. They mistook my armor's energy frequencies as a part of me so they..." a tiny sob got caught in his throat from the memory as his shoulders sagged and he looked down at his hands. "-ha...thought I was a robot..."

He paused and looked up at her and a heavy silence fell between them. The very implications of what he said hung in the air. She said nothing but judging by his changed expression, which looked absolutely wounded, her face was betraying just how horrific she found this. Another not-quite-a-robot sigh.

"...I kept telling them to stop. I would black out at times, so I don't even remember how long I was being operated on. Even when my vocal cords weren't online yet, I was pleading for them to stop. They...left a big SQUISHY pile of my removed organs and skin and bone in a corner and still I was screaming at them to reverse it!"

Suddenly he slammed the palms of his hands into the wall and his voice turned into a harsh, metallic yell.

"AT ONE POINT THEY PULLED MY BRAIN OUT OF MY SKULL WHILE I WAS STILL CONSCIOUS!"

"Oh..." She wasn't sure what else to say beyond that. Sorry? Ouch? She wasn't sure if a friendly assuring pat on the back would do it in this situation either since he seemed very adverse to touch right now.

"I needed to talk to someone - besides Lawrence -and well, I knew what your spaceship looked like, figured, oh hey, might as well talk to an old friend!"

And climb into the spaceship uninvited through an airlock and mess with the programming for the lights so that he could surprise her in the cloak of darkness without the risk of her shooting him first (because who can blame her?) but he didn't mention that.

"That's why I'm here. To vent a little and finally tell you stuff I've been meaning to tell you! You know, before my mind snaps and I become a mindless creature of destruction with my new robot body."

Elaris stared at him, trying to decipher if that last part was a joke or an actual worry of his. Nefarious always did have a dry sense of humor. It didn't help like his smile looked absolutely terrifying.

"Like...?"

Another deep robotic breath. Did he have lungs? Did the repair bots keep some of his organ systems intact?

"I want you to quit the Galactic Rangers." he said, pressing the tips of his fingers together.

"Wait, what." was her immediate reply. The gruesome metal skeleton of her former science partner was going to give her career advice?

"Hear me out! I've been meaning to have this conversation with you for a while now after I left but, wouldn't you know it, I was tied up with work." The word "work" was doing a lot of heavy lifting in this conversation. He said it real casually, like the prison escape and the faking of his own death in order to join up with a criminal and start blowing up planets was just another blip on his resume.

"Elaris, I know how they're treating you. They gave you my old office after all. You know, the one that's just a glorified converted broom closet!" She winced, his words cutting deep. "I know exactly how they behave and I know for a fact that they just treat you like a doormat and like an automatic weapon dispenser! They call you a Galactic Ranger but you're not a part of their little friend group! They see you as a nerd, a passive little thing they can push around! You're not one of them!"

"I'm a little confused..." she started, saying the understatement of the century. She didn't get this patrol shift to get a pep talk from an undead robot after all. "You come onto my spaceship, back from the dead, all the flesh torn from your bones, but...instead of asking me to join you, get the recognition you truly deserve and have all your dreams come true by storming the galaxy side by side, yadda yadda, you...just want me to hand them a pink slip and leave?"

"Elaris, despite what it looks like, I'm not trying to sound like a lunatic here." he said, dragging his hand across his face.

"I just want you to get a better job than the one you have now! I don't want you to continue to be abused by those people - by QWARK - until the bitterness inside of you grows and grows until you snap and become just. Like. Me!"

"And I'll be honest - I don't want what happened to me to happen to you! LOOK AT ME!" he said, gesturing at himself.

She was about to respond with a retort that she was positive she wasn't going to land on a planet full of repair droids while wearing highly experimental armor that confuses them and they turn her into a robot in an incredibly gruesome and long surgical procedure, but Nefarious could see she was thinking just that and held up a hand, silencing her.

"Please...just get a desk job or a job working at a computer repair store. Anything where you don't have to work with Captain Qwark. He's using you the way he did me! And trust me, he's never going to stop! He's never going to change! He'll abuse you and think nothing of it because no one cares about people like us!"

"But I won't end up like you!" Elaris shouted back, their faces so close that they were nearly touching.

Nefarious's voice suddenly dropped to a normal speaking volume.

"How can you be so sure?"

Silence fell. She opened her mouth and then closed it again, withering under his gaze as he folded his hands underneath his chin and examined her. The worst part about it was that he didn't look smug or mocking. He just looked tired.

"Why do you even care?" she asked, dodging the question.

"Because I like you, Elaris. All the other losers in the Galactic Rangers can go end up in a black hole for all I care but I don't want you getting hurt!"

Elaris had to admit, she was a little stunned hearing that come out of his mouth. 'Well, chalk that up as one positive trait for Dr. Nefarious, he actually has the capacity to care about other people while he's going about trying to blow up other planets.' she thought to herself as she tried to decipher his concern as genuine or just an insane whim.

"That's all?" Elaris asked.

"That's all." he replied. Elaris couldn't help but make a little snort of disbelief in response, causing the robot to instantly be defensive. "What?"

"Oh nothing. Just a little amused that you look like the specter of death and climb into my spaceship after returning from the dead, emerging like a horrendous butterfly out of a fleshy mound of rotting flesh, one of the most wanted criminals in the entire galaxy, but you came into my spaceship to admit you still have feelings for me."

She immediately regretted saying that for two reasons. The first reason was that she realized that she shouldn't be making fun of the madman who had just been turned into a robot. The second reason was that caused Dr. Nefarious to start ranting very loudly, and that made Elaris realize that one of the side-effects of being turned into a robot was the loss of the ability to have an indoor voice.

"Yes, YES, it sounds crazy!" he screamed. "I sound crazy right now! That's the problem with this new robot body! Instead of being emotionless, like what you'd expect when you're transformed into a robot, it's like the exact opposite happened! All of my emotions have been intensified a thousand degrees! This worry became a paranoia! My hatred is now burning with an intensity of a thousand angry suns! My bitterness is like raging venom in my heart!"

"You have a heart still?"

"I DON'T KNOW! See? SEE? I'm SHOUTING! I'm MONOLOGUING! I don't MEAN to shout but then it just comes out ALL LOUD AND INTENSE AND GOES ON FOREVER aaaaaand oh GOD I am losing my mind aren't I?" His last vestiges of sanity - tiny and rapidly going extinct, but still there and doing a valiant effort to keep him from being totally lost to reason - suddenly halted his rant in mid-sentence, causing him to drag his hands across his face. It's been a week for Dr. Nefarious, where being hit in the face with a wrench by a Lombax was the least of his worries.

"-please tell me I don't look like a complete nutcase right now."

Elaris sucked in air through her teeth and looked away from him in embarrassment. "Uh...do you want the truth or a little white lie?" she asked.

"I don't know! Give me whatever makes me feel better!"

"You don't look like complete nutcase."

Nefarious narrowed his eyes at her as she smiled innocently back and he looked ready to say something when suddenly a very crusty, digitized version of the pop song "Your Eyes Are Like Quazars" started playing.

"Hang on." He pulled out a cell phone out of his belt - flip phone model - and held it to the closest thing on his metallic skull that could be called "an ear". He shot her a "I'm sorry I know this looks rude but this could be important" look at her as a very dignified voice rang out from the other line.

"I do hate to bother you, sir, but you might want to wrap up whatever it is you're doing to that Galactic Ranger-"

"We're just TALKING, Lawrence!"

"-right. Anyhoo, there is another patrol ship heading your way and I'd hate for your current plans of lying low for a couple months to plot out your next scheme of horrible vengeance to be ruined because you wanted to talk to your old girlfriend."

"SHE'S NOT-ugh, fine. FINE, I'm GOING!" he said, and hung the phone up with an undignified clack of the flip phone closing in-between two metal claws.

"Just think about what I said, Elaris!" he yelled dramatically while pointing at her as he shoved his phone away in his back pocket. She wasn't going to question why he had pockets as a robot. There were a lot of things about this situation she was just not going to question.

"I wouldn't do this if I didn't have this fear that you're going to walk the same path that I did! Call it weakness or the last remaining thread of my former organic self! ...or craziness. I dunno. I'm kinda playing it by ear at this point." he said, twirling a finger in the air, as he started to move his way towards the airlock.

"Wait, before you go-"

She reached out and grabbed his hand, and when he turned to glare at her, eyes filling the hallway with a harsh red light, Elaris briefly wondered if she made a horrible mistake and that this was going to be the moment where he snaps and uses his cold metal claws to claim his first victim in a gruesome robotic rampage. But then his expression softened and he just looked grumpy, the killer robot expression fading away.

"I know you're planning something! Just promise me that your next mad scientist-"

"-Vengeful-" he corrected.

"-Vengeful scientist scheme doesn't involve the mass murder of millions of innocent people like last time. Do something, I don't know," she gestured in the empty air as she looked for the right word, "-nonlethal this time? I'm asking for the bare minimum from you. Please?"

"Why Elaris, I'm shocked." he said, placing his one free hand on his chest. "I'm surprised you didn't aim for something higher like 'quit being evil' or 'turn yourself in'. You could be saving the whole galaxy right now by stopping me!"

"You asked for something smaller, so I'm asking for something smaller. I'll keep what you said in mind. At the very least, I'm going to ask for an actual office rather than the broom closet the next time I come into work. I'll quit if they-" The 'they' meaning 'Qwark' in this case, "-start pushing me around again, I promise."

"If they push you around, push back. Push back until they bleed." he hissed.

There was something in that statement that reminded her of a day that happened at Galactic Rangers Headquarters two years ago. Dr. Nefarious - the Nefarious that still had flesh and skin - was busy stirring his coffee and talking to his trainee Elaris about the new episode of Annihilation Nation when Captain Qwark 'accidentally' bumped him while walking past, spilling it on his shirt. This caused Nefarious to throw down his coffee mug down on the ground and yell "It's a good thing we're on the same side or else you'd be DEAD, Qwark! DEAD!"

He quit several days later to start plotting an evil scheme that involved atomizing all of Aleero City.

"I will." she said with that comforting memory still hanging about in her brain. "Thanks for still looking out for me." And with those words, she let go of his arm and let the supervillain go.

He stood there, looking like he had something more to say, but then he decided to turn around and skitter into the shadows, disappearing from her sight. There was the sound of an airlock opening in the distance and then he was gone, disappearing like a bad nightmare.

Two minutes later, Elaris was able to get the lights working again in her little spaceship just as Cora radioed in and asked if everything was alright. Elaris cheerfully lied and said "sure, everything's fine, nothing's happened since you last checked in, lighting's a bit funky but otherwise nothing new!" and then she was alone again, still staring at Umbris.

As she sat back in the driver's seat and stared out at the endless sea of stars and planets stretching out in front of her, the rest of her patrol shift weighing down on her shoulders, she had to give voice to a lingering thought in her head.

"If this is just a really weird dream I'm going to be so mad."

Back in the current makeshift lair of Dr. Nefarious (a repurposed garage situated on the surface of planet Umbris littered with the broken corpses of several dozen repair droids), the vengeful scientist-turned-robot was brooding dramatically in a chair as his butler Lawrence polished him. He sat there, hand propping up his skeletal chin, and sighed. Giving an old friend some helpful life advice never turned out the way you wanted it to.

"So how did it go, Sir?" Lawrence asked in a tone of voice that implied that he really couldn't care less.

"I asked her to quit the Galactic Rangers, and in return, she asked me to not kill anyone in my next evil scheme." he said nonchalantly as his butler sprayed him with cleanser and started wiping his glass dome of a head. "I think she's worried about me, Lawrence!"

He didn't say it out loud, but he was worried for Elaris too. Maybe he should've asked her to join him after all. He saw the news articles coming out involving the Deplanetizer incident. All the praise was aimed at Ratchet and Qwark with nothing mentioning Elaris. He was certain that she had a hand in moving the entire space station. At least if she was working by his side, two vengeful scientists, both outcasts from the Galactic Rangers, she'd get the recognition she'd truly deserve!

The irony of him plotting out her delightfully evil future after warning her not to become evil like him didn't even cross his mind.

"Did you tell her 'why don't fret, my dear, my next evil scheme merely involves turning all organic lifeforms into robots with a giant non-planet destroying laser'?"

Dr. Nefarious laughed maniacally.

"Of course not!" he yelled, springing from his chair and knocking Lawrence aside. He was practically strutting like a peacock, his feet crunching as he stepped on discarded robot parts, as he marched his way towards a wall, where a giant red button just waited for him to slam his fist into.

He cackled in glee as the room was suddenly illuminated with the hologram of a massive, planet-sized device, the latest of evil concoctions pulled from his brain, now converted into wires and chips by the cruel hand of fate.

He called it the Biobliterator.

"I want that part to be a surprise!"

END