Family Matters (long Rocket fanfic)

Story by Strega on SoFurry

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Rocket is the only Uplifted raccoon. His parents and siblings died in the lab...or so he thought.

This story takes place after Sanctuary.


Family Matters

By Strega

Rocket is the only Uplifted raccoon. His parents and siblings died in the lab...or so he thought.

This story takes place after Sanctuary.

*****

It was a year since Ego. A year since Nebula and Kraglin joined the Guardians and almost that long since Rocket met his soul-mate Lylla. The Guardians were busy these days, but there were still quiet times. This was one of them. The entire clan - Star-Lord, Drax, Gamora, Mantis, Kraglin, Nebula, Groot, Rocket and Lylla were enjoying a leisurely dinner around the long table in the Quadrant's meeting room.

"How many are there now," Drax asked. "Of the little fuzzy persuasion?"

Rocket blinked and leaned back in his chair, a half torn apart fish in his little clawed hands and shreds of meat stuck to his whiskers. " 'Little fuzzy persuasion'? You been listenin' to Pete."

"C'mon Rock, I don't use words that long," protested Star-Lord. "Drax has been hanging out with our Speaker for the Uplifts."

Lylla gave him her patented Harmless Otter Big Puppy Dog Eyes, her whiskers twitching adorably. Somehow the fact she was dicing up a fish with her sharp fangs at the same time didn't matter and even Star-Lord, who had years of practice resisting the charms of women (and probably otters, knowing Pete) gave in. "All right, turn it off," he grumbled. "You win."

"Back on topic," Lylla said after eating the last of her fish, scales, bones and all. "Including the ones from the lab we shut down this week there are two hundred and sixty-odd Uplifts and another fifty partial Uplifts at the compound on Xandar. The latter will have their Uplifts finished if the the ethics team recommends it on a case by case basis."

"And we get a bounty on every one we find," Nebula observed. Kraglin nodded.

"Normally I'd laugh if someone wanted me to do this sorta thing for free," Rocket said. "But I would. You guys know that. It's all partly my fault. You know that too. An' someone's gotta get these people out of the labs. We're elected. I'm still happy ta get paid, of course. Keeps us in fuel, food an' bombs."

"I am Groot." Nearly-teen Groot looked up from his plate.

"Groot wants to know what's next on the agenda," Lylla purred.

Everyone waited as the cook - the Quadrant was finally properly staffed, and that included a cook - showed up to take away the roast and set down a dessert plate. Drax promptly helped himself to a generous slice of quivering purple "cake." They'd learned not to ask what the food was made of. It tasted good and didn't make anyone sick, which was enough.

"Pickings are thin on the bounty front," Star-Lord admitted. "Except maybe that Brood hive out on...what?"

"Gone," Gamora said as she accepted a slice of "cake" from Kraglin. "I slipped info about that to the Kree and a task group of their Frontier Fleet glassed half of Borath's north continent from orbit. No more Brood."

"That was our bounty, 'Mora."

"The last time we went into a Brood hive," Mantis observed, "You and Rocket both needed emergency surgery to get their eggs out of you."

"Ugh, don't remind me," Rocket groaned. "If I never see another of those slimy krutackers it'll be too soon."

"And I accepted a bribe for the info," Gamora added. "Only half as much as the bounty, but better than nothing."

"We'll call that a win then," Peter said. "Rock? You got anything?"

Rocket leaned back, his eyes going distant as he thought. With a gesture he summoned half a dozen floating screens. "Between us and Nova we've got every Uplift lab I have good intel on shut down," he growled. "I think there are a couple more in hiding, but I need time and info to track them down. They're getting damn good at compartmentalization as we pick off the stupid ones."

"But there is something...?" Lylla, as always, read her mate like a large-print book. There was a reason they didn't play card games on the Quadrant any more. Rocket wasn't allowed to touch the cards or he'd cheat in any number of ways just to stay in practice and Lylla knew your hand almost before you did through her mastery of reading body language. Don't play cards with a diplomat, was the lesson to be learned there.

"Nothin' big," Rocket admitted. "But going over the files we recovered from the last lab we hit I think I got the location of some sort of supply cache. May be nothin' and I doubt there are any Uplifts there, but there might be something useful. Info, something we can sell, whatever."

"Well, it'll kill time until something better shows up," said Star-Lord, and with that it was decided. The next day they took their new satellite ship on its maiden voyage. The Benatar, Peter named it, presumably after some Terran thing or other. Bright red and showroom fresh. As usual with their ships it was recovered from a pirate band but it was by far the most modern flier in their arsenal.

"I still miss the Milano," Pete said half an hour into the flight. "I know this ship's faster, bigger, better armed..."

"...Easier to repair," Rocket continued. "The Milano had so many holes punched in her even I was having trouble keeping her going."

"And she's still on the Quadrant if you miss her," Gamora added from the back row. "In several pieces."

"So let's try out her replacement," Star-Lord said, and grinned as he punched them through a jump gate. Star systems came and star systems went until they were in the interstellar void a parsec from anything of significance. They would never have known to look for the little asteroid if the Uplift lab files hadn't told them it was there, but there it was: only a kilometer wide and charcoal-black. A comet flung from its star system via the vagarities of gravity, most likely.

"Got it," Rocket said from the co-pilot's seat. "Other side of this rock. Scanning for weapons emplacements, I don't see squat."

"Nor do I," Drax said from the back, and Gamora nodded.

"No mines or traps I can see," Rocket went on. Gamora and Drax were following his scans on their screens. The rule in the Guardians was that everyone knew a little bit of everything. While they were looking forward, Mantis's eyes were locked on the rear scanners in case this cache was a trap.

There was nothing. No guns, no traps. Just a metal hatch the Benatar mated to fifteen minutes later, and the stale cold air and weak gravity of a barely functional life support system on the other side. Peter deactivated his helmet and sniffed. There was a faint odor of...rot?

"Ugh," Rocket said from beside him, and Lylla wrinkled her nose. "Something dead here. Just a sec." He snapped his plasma gun onto the magnet in the center of his back and scuttled over to the wall on all fours. Drax was right behind him and wrenched a panel loose even as Rocket reached out. Behind them Mantis, Peter and Lylla stood watch and Groot and Nebula kept an eye on their escape route. After years as a team, or year in Lylla's case, the crew was a well oiled combat machine.

Wires sparked as Rocket worked, and overhead lights came on. "I'm powering these off the emergency reserve, so we don't have long. This whole place is running on fumes."

In the sudden glare the team blinked at crates, lockboxes, open wall panels and an untidy assortment of tools abandoned as though halfway through work. Whoever put this stuff here left in a hurry.

"Rocket," Star-Lord said. "Something in the corner here, some sort of self contained -"

"Stasis boxes," Rocket said as he appeared by Pete's hip as though by magic.

"Rocket," Lylla said, for she'd advanced with Gamora. "Look."

With the exception of Nebula and Groot everyone was, and Pete's eyes widened as he saw the stencil on the side of the closest crate. 86U03. The next one was 87L19.

"Aw, man," Rocket was already there, checking the telltales on the crates. "Both a these are dead. Ran out of power. Whatever Subjects were in 'em didn't make it."

"Rocket," Lylla said, and Pete saw the raccoon go rigid with shock.

"Oh, shit," Rocket growled. "It can't be. I saw the files, they killed them and cremated the bodies." His hands were trembling as he reached for the controls on the remaining stasis box.

"What is it, Rocket? Something bad?"

"Don't you pay attention, Quill?" Drax pointed at the number stenciled on the crate. 86P08.

"So? They all have numbers like that, how am I supposed to know what's going on?'

Gamora sighed. "You really don't, do you? 86-P-08. 86, the year the Subject was born. The middle letter is a species designation. M for mustelids like Sharptooth, L for lagomorphs like Blackjack and so on. P is for procyonid. Raccoon, Peter. There's a raccoon in there. Or something closely related. Subject Eight-Six-Papa-Zero-Eight."

"I thought you were the only one, Rock."

Rocket looked up from the controls. "Stasis field is up. Unless something happened after it was turned on, which is just about impossible, he's alive in there. He's alive."

Peter had seen Rocket terrified, enraged, drunk, in love. But he'd never seen the blood drain from his face before. He hadn't even known it was possible until he saw Rocket's black nosepad go pale and his thin lips blanch. Lylla's hand was on his shoulder, supporting her mate. Peter moved closer, still wondering what the problem was. "Isn't that good news, Rock? Another raccoon?"

"It's not just any raccoon," Lylla said. Rocket looked up and spoke on in her stead.

"Subject Eight-Six-Papa-Zero-Eight," he said in the mechanical way Subjects recited their designations. He'd heard that tone from Lylla soon after they freed her. Never from Rocket. "Is dead. According to every file I found. Dead, cut up for parts and salvaged cybernetics, then cremated a month before I was born."

Lylla's webby hand steadied her mate as he stood and turned to face the crew. "Subject 86P08," he said, "Is my father."

*****

"Your dad? Your dad dad?"

"Stop askin' that question, Pete. I don't know any better than you do."

The lights went out in the storage cache less than ten minutes after they went on. So did the gravity, the heat, and soon the air. That was just enough time to move everything that wasn't bolted down into the Benatar's hold starting with the stasis box labeled 86P08.

The other two boxes went with them, for parts, Rocket said. Peter was sure he meant parts from the stasis boxes and not parts of their dead occupants. He'd be a happy man if he never saw the inside of the L and U crates.

When they had everything stowed - they had to don space suits to get the last few things - it was time to go. Peter tilted his head toward the cockpit and Gamora and Mantis headed up the stairs. Every single Guardians knew how to fly, and fight, and repair the ship. Some were better at certain things but for a simple trip home the less skilful pilots would do.

That left Drax, Groot, Nebula, Rocket and Lylla staring at the stasis box. The wooden frame built around it for transport left the sides exposed and there were the blinking lights that showed the power was still on. It would continue to be on, thanks to no less than three backup feeds Rocket had plugged into it now.

"So, you gonna open it? Let him out?"

"No," Rocket growled. He was scanning the data chip attached to the box. "An' you should know why."

"It's not a trap, Rocket. That box was out here for what," Pete thought for a moment, "Eight years now?" That was about how old Rocket was. The thought always shocked him, but Uplifts operated by different rules. Lylla was probably only two or three and she was an adult and, judging by the sounds that sometimes emerged from the two Uplift's curtained-off cubbyhole, definitely sexually mature. "Who would the trap be for, anyway?"

"Yeah, but gotta be sure. You know what a nova bomb is, right?"

"Antimatter in a stasis field?"

"Neutron star matter, but close enough. Turn off the field, boom. Whatever is in there," Rocket pointed at the box, "Hasn't seen a second tick by since that field went on. Anything could be in there, Pete."

"Including your dad, Rocket."

"I know that!" The little raccoon slammed a tool against the deck plates. "Don't you think I want to know what's in there? But I gotta go slow. Even if it is my dad, there's no telling what he's gonna be like or look like."

"He's right," Nebula said. "That lab made weapons. Rocket is the one that got away and as far as we know no others did, but most of the records about his biological father are faked. If he's really in there someone went to great lengths to make everyone else think he's dead. He may be a weapon project. Another pet monster."

Rocket didn't so much as shrug. He'd long since accepted what he was. A furry, three foot tall living weapon. His life led him to heroism but if he had taken just one different turn he could truly be a villain. If he hadn't met Groot, if it weren't for one kindly man among the monsters who made him, if it weren't for Pete founding the Guardians they could be taking bounties for catching Rocket instead of taking them with him. Assuming they weren't running from him, that was.

Peter would be the first to admit that when he made a list of Guardians ranked by their potential danger level he himself was nowhere near the top. The little raccoon that built a bomb that killed a Celestial in seconds from junk he had lying around was firmly on top of that list. Then Mantis, then Gamora and Nebula, then Groot and Drax, and down near the bottom was used-to-be-a-god Star-Lord.

"So this is how it is," Rocket said. Lylla handed him another scanner. "We go through all these boxes 'cept the stasis ones, we see what we can learn. 'Cos I am not opening that one until I got a better idea what's in it."

Like a Christmas present, Peter thought. You never knew what was in it until you tore off the wrapping. And this time the present might be a bomb, a murderous cyborg, or...what? A cute fuzzy Rocket analog? What if it really was his dad in there?

*****

Christmas didn't usually involve sorting through reams of paperwork and data files as far as Peter could remember. That turned out to be exactly what they did next.

"This file is signed by a Doctor Zilka," Nebula said a little while later, up to her elbows in certificates and surgery reports. "Torkek Zilka."

"Runnin' it now," Rocket said, his fingers flicking across a hovering screen. "Aaaand...public records say Zilka died in an industrial accident on Kree-Lar in '88. He was a power plant medic, 'ccording ta this. Askavarian."

Another dead end. Every name they'd found belonged either to someone Rocket killed during his escape or someone conveniently dead via accident or illness.

"Lie." Drax stated the obvious. "Why would a power plant medic's name be on a file here?" He tossed a handful of plastic document scrip into the air in frustration. "This is no job for a warrior."

"Some of them may be alive under assumed names," Lylla purred. "We have to do the legwork, Drax."

"I do my legwork," the giant rumbled. "Every morning after voiding my bowels I stand under a storage shelf on the Quadrant and lift it one hundred times."

Peter grinned, as usual, at Drax's lack of a vocal filter and failure to grasp metaphors. Just then he found something solid in the box of documents he was digging through. "Got a data slate here, guys."

It was more than a slate, it was a slate and half a dozen storage crystals. Any one of them could hold more information than all the documents put together.

Rocket checked the slate for traps and for safety's sake refused to plug any of the data crystals into the ship's computers. That left the slate, and after five minutes of tinkering with it he slotted a crystal in and activated it.

"Hokay, tons of files here. Texts, audio...video." Rocket tapped a claw on one at random and the video started.

There it was. A furry, mostly brown animal, on all fours. Ringed tail, dark eye mask, clever little hands. And in its mouth, held by the scruff and carried, a helpless little ball of fluff. Following behind the big one were three more cubs, bigger and stronger than the little one.

Peter sucked in a breath as a sudden glare Illuminated the scene. Self deploying trap drones appeared out of nowhere and snapped open around all five animals. The largest chattered angrily, transferring the littlest to its forepaws to bite at the impervious metal mesh of the cage.

"Is that...?"

"Yeah." Rocket nodded as the screen populated with text. The large raccoon, 86P09. The cubs: 89P10, 11 and 12. And the smallest, weakest one: 89P13. "My mom...an' me. Looks like she got out of her cage and this is where they recaptured her."

He jabbed a claw at the video list and the image changed. Now a set of gloved hands held the littlest raccoon still as a needle was sunk in. Audio played, translated by their implants. "...stage one Uplift begins on 89P13 via injection of..."

The squirming, helpless cub was only on the screen for a moment before Rocket flicked it too off. "What? How can you not want to watch that, Rock? It's you!"

"Not relevant," Rocket said. "I'm looking for stuff on my dad."

"We can go through the files later," Lylla said diplomatically. Of course. Diplomacy was her job.

But the search was largely fruitless. 86P08 was mentioned, but only a few still photos of a non-Uplifted animal and one brief video of the creature pawing at a mockup pistol rewarded their efforts. That ended with a black screen and "Uplift failed. 86P08 terminated" from the dispassionate voiceover.

Hours later aboard the Quadrant Peter pulled the slate from Rocket's limp hands. The raccoon and his mate were curled up exhausted in a pull-down flight seat after half a day of going through the files on top of hours of flight and moving cargo before that. Peter took the slate from the sleeping raccoon and retreated to the meeting room, where he could watch the videos without waking his friends.

By memory he found a file he'd seen earlier. 86P09, down to just one cub now, fighting to hold onto cub-Rocket as hands reached for her last surviving child. He'd watched it a dozen times now. The armored hands held her down and a needle stabbed. A moment later she was limp.

The black screen, with its impassive text. 86P09: Uplift failed. Terminated by lethal injection. 89P13: Uplift continuing.

Peter shook his head and hit the replay button again. The video was interrupted by a green finger that reached over his shoulder and tapped the screen.

"This is why we stop them, Peter," Gamora said softly into his ear. "Not because Uplift is always bad. Without it, Rocket and Lylla would never have met. But because they do things like this."

She tapped the screen and one of the depressingly familiar text screens appeared.

86P08: M. Age: est. 3 years (Note: age speculative. See capture notes for this and 86P09.) Terminated due to illness. 86P09: F. Uplift failed. Terminated. Age: est. 3 years 89P10: F. Did not survive surgery. Age: 3 months 89P11: M. Uplift failure resulting in death. Age: 3 months. 89P12: F. Terminated. Failure to thrive. Age: 3.5 months. 89P13: M. Uplift continuing, stage 3 commencing. Age: 7 months.

And a video of Rocket, bigger now, the size of a house cat and cut open as cybernetics were being implanted. Eyes open, strapped down, muzzled, and visibly in agony as they worked on him.

"Who could do this," Peter breathed. "Who could just not care that they are suffering."

"B'cause they're bad people." Kraglin had joined them as well, fresh from his shift as acting captain. "Lots of 'em out there. People who will do whatever they need to for their profit. Even torture." He watched the screen as someone touched Rocket's chest with a white plastic rod. A nerve block, Peter knew. He'd used one on Rocket himself not that long ago. Young Rocket relaxed, but his feral eyes still followed the scalpel as it descended. They hadn't blocked his nerve to stop the pain but just to make it easier to operate.

"I told you to get that nerve, Kin-Kaid," Peter whispered. He was seeing at last the horror that woke Rocket from a sound sleep screaming all those times. His own childhood had been rough. Watching his mother die, then the harsh tutelage of Yondu and the Ravagers. But Rocket had been operated on again and again starting almost before his eyes opened. Operated on by men - Earth men! - who didn't care enough give him comfort and love. Who only gave him pain.

"An' that's why we find them," Rocket said from the doorway. He rubbed his eyes sleepily, but there he stood just the same. "An' kick their asses. Now get out a the seat, Pete. I gotta call Doc Foster."

*****

"Hello, Rocket," Paul Foster said from the screen. He took in the faces staring past his furry little friend's ears. Mantis had joined the crowd. Only Nebula, shut down in what passed for sleep and Lylla, genuinely snoozing, were absent. "Your call had an Urgent flag."

"Yeah, Paul. What do you know about 86P08?"

Paul Foster leaned back in his chair. There was motion in the background as a child ran past with a model of a Xandarian Nova fighter. He'd taken the call at home and, as usual, he wouldn't ask for payment for his time. The Nova Corps paid him well for his work with Uplifts but for Rocket he'd work for free. Guilt has a way of motivating men.

"I saw the notes," he said. "I had to read the files on him when I got hired. He was terminated before I signed on."

"He wasn't," Peter said, and jabbed a control to switch Paul's view to the cargo bay. Paul's brief smile at seeing Lylla curled up snoozing in the jumpseat disappeared as he read the stencil on the stasis box. He sat bolt upright. "That's not right. Everything I read said 86P08 was terminated due to fear it would infect the other P-series with some Earth disease. He was dismantled for parts, sorry Rocket, and incinerated."

"I read the same files, doc," Rocket growled. "An' of course I can't get any readings through the stasis field. Is there any chance they just reused the box?"

Paul shook his head. "Director Randolph was in charge even back then and he was adamant that containers be labeled correctly to avoid confusion. Especially stasis boxes. Not stripping the labels off a box was grounds for firing. Absolutely everyone double checked, even Tschu, and he hardly worked with them at all."

"So." It was Rocket's turn to lean back in his chair. "What's in the box, Doc?"

"I don't know, Rocket. I really don't."

"Thanks, Doc. I'll let you know what we find."

Rocket held out his hand and Peter passed the data slate over without a word. The little raccoon flicked through directories and touched the name of a file.

It was a still picture, two ringtailed beasts under a starry sky. Peter's heart throbbed as he saw the full moon in the background. He knew that moon, all these years later. Earth. He was looking at Earth, and Rocket's parents. The data around the frame carried a time signature and the designation Capture Drone 7.

A flick of Rocket's little clawed hand and a video Peter hadn't seen yet was playing. The female raccoon, Rocket's mom. Half shaved, sutured where she'd been operated on, and limping. But still tending to her cubs, gently licking the middle one. The largest was nowhere in sight, probably already dead or off being operated on. Even tiny Rocket, hardly bigger than a kitten, had no fur on his skull and lines drawn on the skin where they planned to cut into his brain.

Rocket put his hand on the screen in a helpless motion, as though trying to comfort the mother raccoon. She was suffering but she still loved her children.

"She was just an animal, Pete. But I remember her. Warm fur. Safety. She tried to protect me. She died trying."

From some inner reserve he drew strength. Visibly he nerved himself even as he watched the video to the end. With a flick of a finger he moved it to a protected archive. His seeming lack of interest in most of the videos earlier was belied by the dozen already saved there.

Peter put his hand on Rocket's furry shoulder and just for a moment the raccoon tilted his head, rubbing his cheek against the back of Peter's hand. It was a small gesture, but it showed that Rocket appreciated the effort to help. After a moment the raccoon took a deep breath and spoke.

"I don't know what's in that crate, Pete," he said without looking up. "An' I know no time passes in there. But I gotta let him out. If it's really my dad, even if he's just an animal, he's been in that cage long enough."

*****

"Are you sure about this, buddy?"

"Sure I'm sure," Rocket growled, and tugged at the mesh of the cage that surrounded him. He was on one side of the stasis box and Lylla the other, both in hastily cobbled-together cages. Kraglin had dug up watering bottles and litter boxes once used by his pet orloni. As Drax snapped the last side onto Lylla's cage she, too, tugged at the mesh. If you didn't know what was going on it truly looked like they were two animals helplessly caged.

Both the Uplifts were much stronger than they looked but 86P08 might know that and the cages were strong enough to hold them...had they not designed those cages themselves with built in weak points. Just in case.

"We don't know what is in there," Rocket said from his cage. "But if it's really my dad, they probably treated him like hell before they shoved him in. If he sees humies, or close," The raccoon nodded at the nonhuman members of the team, "He's gonna think you're here to operate on him again."

"It could still be a bomb, Rocket. Or an automated turret trap or -"

"It's all right, Peter," purred Lylla from her cage. "We know the risk. You'll be right outside with Drax and Gamora, and there are pop up partitions ready to spring up between us and the box the second Rocket pushes a button. It's a risk but dealing with Uplifts is what I do. And it's his father."

"I gotta do this, Pete. Now go before I wig out and chew my way outta this cage," Rocket said only half jokingly. Being surrounded by a cage was a nightmare only years of healing allowed him to endure.

He and Lylla were stripped naked, unless you counted the fur. They didn't mean they were unarmed. A fur-colored harness made to resemble an animal restraint concealed various small tools and weapons on each and Lylla had her venomous bite and considerable melee skills. The two of them together could give Gamora trouble even without the bite and they should easily be able to handle one Uplift if need be. Peter hoped, anyway.

"We'll be right outside watching for trouble," Star-Lord said as he backed out of the room.

"Ready, honey?"

"Ready, dear," Lylla replied. Rocket pushed the button on his fur-colored bracelet. There was a click as the pattern of lights changed on the side of the box, showing the stasis field had dropped, then a whir as the sides slid upward. Rocket held his breath. What would he see? The searing flash as a bomb detonated, or...?

A cage. A cage much like theirs, but professionally built. He recognized it once. Type 4 travel cage for animals, standard issue. You could buy them at pet stores across the galaxy and the lab had dozens of them as well as the larger sizes 1 through 3 and smaller size 5s. And inside the cage, an animal.

Ringed tail, clever little hands, black mask, brownish fur...what there was of it. Great swatches of 86P08's pelt were shaved, and polished bolts protruded from every joint. He was, surprisingly, a little smaller than Rocket and entirely quadrupedal. 86P08 turned clumsily in his cage, favoring one foreleg, and Rocket winced to see the metallic plates and bolts that replaced one whole side of his face. One forepaw, or perhaps hand, was entirely cybernetic too, and the raw red seams of angry flesh showed how poorly his body was tolerating his modifications. 86P08 sucked in a rasping, painful breath, limping in a circle inside the cage as he looked at them.

It was heartbreaking. He hadn't know what to expect. The files said 86P08 had cybernetics, but they also said he was dead. What he saw was clearly someone's pet project. Some inept hand had worked on 86P08, making what was probably a first draft of what was ultimately done to Rocket. He was his father's son: not just of flesh, but of machine too, and though he had healed and recovered over his short life, 86P08 still suffered from that careless surgeon's hand. Someone who had snuck him, and others out of the lab to be their own little Subject.

"Sub-Ject," Lylla purred from her cage. Her mimicry of Uplift programmed speech was chillingly accurate. She used it often when rescuing new Uplifts. "Sub-Ject Nine-Six-Lima-Zero-Two Re-Ports. Sub-Ject Papa, Re-Port."

It was the monotone speech of early Uplift and it was horribly easy for Rocket to answer in kind. Hard though he'd worked to suppress it that wired-in response was still in there. Today he let it out. "Sub-Ject Eight-Nine-Papa-One-Three Re-Ports. Un-Known Sub-Ject, Re-Port."

Outside the door Peter only just stopped himself from yanking it open. Gamora already had her hand on it to stop him. "This is the plan, Peter. There's nothing wrong with them."

Peter winced as Rocket repeated himself in that same awful monotone. "I know. It's just hard to hear them talk like that. I want to go in and hug them. Make the pain go away." He couldn't take his eyes off the viewer, where Rocket and Lylla moved in ways entirely unlike their usual smooth agility. In clumsy, almost mechanical ways, like any partially Uplifted animal. They turned, tugged at their cages, talked, but it was as though he were looking at two entirely different people than his friends.

"Rocket would bite you if you tried," Gamora said, and Peter smiled. He probably would at that.

"Sub-Ject Papa," Lylla purred, and a spark of something like consciousness finally woke in the mangled raccoon's eyes.

"Sub-Ject Eight Six Papa Zero Eight Reports As Ordered," he growled. But that was all. All he knew how to say. He tugged at the side of the cage and growled, but that was it. Those eight words were his entire vocabulary.

*****

"He's a partial," said Doc Foster from the screen. "Partial uplift. A lot of the cybernetics are implanted, if badly, but most of the cranial implants and drug courses were never installed. They are self sustaining once run but right now...I'm afraid he's little more than a trained animal, Rocket."

"That's what I thought," Rocket said. He hadn't looked up from the data slate since coming to the meeting room with Lylla. His mate sat leaned in close, cheek pressed against his shoulder as Rocket stared at the still image of 86P08 and 09 under the moon. "And he's dying."

"I'm afraid so." Doc Foster looked away from the camera for a moment, studying something out of view. "He didn't get the anti-agapic treatments most Uplifts get either, so his life span...between age and botched cybernetics, he has a year. At most."

"I guess..." Rocket still wouldn't look up. "Take him someplace green. Let him see the trees again, live like he did before...before..."

He was about to start crying, Peter knew. Lylla knew too and snuggled up close. Everyone else was silent. Except Kraglin.

"That ain't gonna work an' you know it." He blinked at the horrified expression on Peter's face. Drax was silent but his huge hand was on the furry shoulder not occupied by Lylla's cheek. "C'mon, someone's gotta say it. The poor little guy is in agony. He can hardly walk or breathe. What's he gonna get out of bein' in the woods?"

"A little comfort before he dies," Rocket snapped, his tears forgotten. "It's all I got to give him. A little comfort and maybe good memories."

"An' then what? You gonna shoot him in the head or leave him to starve? He can't fend for himself."

"It's all I got! What am I supposed to do? Put him back in stasis? 'Cos it's that or he dies!"

"Wait a minute," Peter and Paul Foster on the screen said in unison. There was a frozen moment as they stared at each other. "There's gotta be a third option," Star-Lord said.

Lylla stiffened as she looked at Paul on the screen. She could see that there was one and that Rocket wouldn't like it. And after a year of being around her the raccoon felt her tense. When you live with a walking lie detector you learn to pay attention to her moods.

"Don't say it, doc," the raccoon growled. "I don't wanna hear it."

"Uplifts have progressed in eight years," Paul began. "We have trained medics here at Sanctuary that can -"

"No no no," Rocket chanted, and covered his ears. "I said I don't wanna hear it!" And as Paul Foster tried to talk Rocket slowly curled up into a tight ball in the chair and...stopped. Lylla was talking to him softly, urgently, as Peter and the others stared. He'd seen Rocket fly into insane rages, drink himself into a stupor. He'd seen Rocket kill men in a dozen different ways and he'd watched the raccoon cry and watched him fall in love. He'd seen Rocket operate on himself because he was so scared of doctors he'd cut himself open before he trusted one. But he'd never seen him go completely unresponsive this way.

Rocket would run and hide in the vents or surround himself with weapons if he felt threatened. That meant he trusted, instinctively, that he was safe here. Yet there he was curled up tight. All Star-Lord could figure was that the raccoon was trying so hard not to think about something that he simply shut down.

"God damn," he said, breaking out the Earth swear words he saved for special occasions. "What happened?"

"It's what happens," Lylla said, not angry, not even disappointed, but understanding what was happening, "When you ask a man to give up his soul."

Peter looked across at Rocket, curled in a tight ball in Drax's huge hands and with Lylla stroking the ringed tail that hung out. Groot was there, petting Rocket and softly mumbling something that was almost certainly "I am Groot."

"Oh," Star-Lord said.

"You do see," Paul said from the screen. "There's a way to save 86P08. He needs the rest of his Uplift. But he's old, and his cybernetics are a mess. It's going to hurt. He'll have to be conscious for some of it. We can save him, extend his life, Uplift him...but it won't be a pretty process. And as his only living relative, only Rocket can authorize it."

Mantis stood near Drax, her hand extended. She could bring Rocket out of it, but didn't. Some things you can't force. "That is why he shut down," she said as she pulled back her hand. "You asked him to do to his father the thing that was done to him. You asked him to become the one thing above all that he hates."

*****

"Its all right, Rocket," Peter murmured. "We'll figure it out. We'll find a way."

It was his turn to be with Rocket. Drax had gone to the Uplift's quarters and brought back both Rocket's "Travel bed for Anthropomorphs, Size Four" and Lylla's. The Uplifts slept on the Quadrant in a cubbyhole under a workbench but they took their little padded beds with them when they went elsewhere.

The sight of the beds always made Peter smile because while Lylla's was a full circle, Rocket's was missing a cutout that let the two beds link neatly together. They could move the beds apart, of course, but he'd never seen it happen. They had two beds in case they traveled separately. Whether intentional or unintentional the symbolism of the otter's bed filling a void in Rocket's - and her, filling a void in his life - was clear.

Drax slid Rocket into his bed, which was fragrant with his own scent, Lylla's, and that of the rest of the crew. Rocket had owned up to sewing stolen socks and other clothing bits into his bed. He'd shrugged helplessly when asked why Peter's old socks or a pair of Drax's underwear made him more comfortable. "Don't ask me," he'd grumbled. "It's just the way I'm made." At least he always stole the stuff from the clean bin in the laundry. There was enough of their scent there to satisfy him.

The cuteness value of Rocket curled up in what everyone knew (but no one said out loud) was a padded pet bed was reduced nearly to nothing when the curled-up raccoon was a shivering, traumatized ball. Someone would always be with him until he recovered and Peter took the first shift.

"We'll figure it out," Peter whispered, and sat down cross-legged to pet Rocket as he lay catatonic. Lylla was off talking to Doc Foster on the hypernet and it was just Peter, Rocket...and half a room away, 86P08 in his pen. He, too, would always have someone near, in the hopes he might begin to trust them.

They'd agreed the moment they had the raccoon out of the stasis box that he needed more room but it was also decided that he couldn't be allowed to roam around the Quadrant. Now he had a nest of blankets, a ten by twenty foot run, food and water. Peter looked across at 86P08, curled up in his own bed, and grimaced. Ugly burn scars he hadn't noticed ran down the raccoon's left shoulder all the way to the reddened flesh where skin gave way to metal. There was hardly an inch of 86P08 that didn't show a scar, a protruding bolt or signs of infection. The marks of carelessness and cruelty. Just listening to his rasping, pained breaths made Peter want to find the man who mangled him and beat him senseless.

"We'll figure it out, Rocket," he murmured, and stroked Rocket's soft, thick fur. When they'd met, not so long ago, Rocket's pelt was thin and dingy. Malnutrition, he suspected. In little more than a month after the Guardians formed Rocket had put on a few pounds due to more and better food, and his fur turned a richer, darker brown and filled in. He had healed a lot in the year since then, only for this to happen.

"We'll find a way," he whispered as he petted Rocket. "There's got to be a way."

Fifteen feet away 86P08 crawled out of his nest of blankets, rising unsteadily to all fours and approaching the mesh side of his pen one slow step at a time. Rocket had been a mess when Peter met him. Scarred, underweight and angry. His father was so much worse off it hurt just to look at him. The mangled raccoon hooked his cybernetic paw through the mesh and turned his head so his good eye looked at Peter through a gap. 86P08 tugged on the metal mesh and whined.

"Hey little guy," Peter said. "Sure, I'll pet you too. Don't be afraid."

But the moment he started to stand 86P08 jerked back from the mesh as though he'd been shocked. Never taking his eyes off Peter, but with his head held close to the floor as though expecting a blow he backed into his bed and pulled the covers up over himself, curling into a shivering ball under their thin shield.

Peter had seen this sort of thing before. Some Ravagers kept pets, and this had all the signs of a "pet" trained for instant obedience through equally swift punishment if it did the slightest thing wrong. And given the scars on the raccoon's body those punishments amounted to torture.

He could almost certainly snap orders and 86P08 would obey out of fear of more torment. To the wreck of a raccoon anything on two legs was just a source of orders and agony.

He would never issue those orders. And 86P08 would find no cruelty on his ship. Not if Peter Quill had anything to say about it.

Peter felt something grip his hand and looked down to find Rocket curled around it, both hands holding his wrist against his furry chest. Rocket could grip down hard enough to crack bones but he didn't, even in his long nightmare knowing Peter was a friend. Nor did Peter try to extract his hand from the furry grasp.

"I'm not going anywhere, buddy," he whispered. "Not until you are better. But I'll tell you." He looked through the mesh at the shivering ball under the covers. "If we find the people who did this to him, I'll hand you the knife myself and give you all the time you want."

Fifteen feet away, in the shelter of its bed, 86P08 pricked up an ear. The sound of cruelty he knew well. And of anger. And the man on the far side of the mesh was very, very angry. But not at him and not at 89P13. Who, then?

Yet mixed in with the anger was a different sound altogether. If he'd known the word, he would have called it kindness. All he knew what that for the first time in his life he saw a two-legs treat a Subject gently, lovingly. The tall human was being nice to 89P13. But someone had hurt 89P13, too. Who?

Questions. No answers. And pain, but it was just the old, well known pain. No new pain since the lights flickered and the familiar two-leg was replaced with the Papa and Lima Subjects. No new pain was good. Nor did he hear anyone creeping closer. He had fed, and drunk clean water. It was safe to sleep. As safe as it ever got. 86P08 stretched, curled into a ball and dozed.

*****

Two hours later, and long after Peter came to regret not bringing a cushion to put between his ass and the hard metal deck plates, Gamora showed up for her shift.

I think he's asleep, Peter mouthed, and she nodded. She set down a covered food dish next to Rocket's bed in the hopes he might eat and carried a second over to 86P08's pen. A single feral eye watched from under the covers as she removed the old food dish, picked clean of all but a few scraps, and put down the new one.

Thankfully 86P08 knew how to use the self contained relief station they'd put in his pen. They'd used one from the brig so it was magnetically locked to the floor and lacked any sort of accessible controls. The sort you'd put in with Rocket if you were trying to keep him locked up, though it didn't seem like 86P08 was anywhere near smart enough to worry about.

Years of training told Gamora she was being watched and she saw the one eye peering from the shadows under the covers. The raccoon hunched up in its bed as though to ward off a blow as soon as it saw her turn and she smiled sadly.

"No one's going to hurt you, little one. You can relax."

But 86P08 stayed tense and fearful until she left the pen. Gamora waited for Peter to gently work his hand free of the sleeping raccoon's grip before taking his place. Another relief station was near the bed but when he glanced at it Peter shook his head. Rocket would have to wake at some point to eat and relieve himself and maybe if they left him alone they would, but no one wanted to do that.

Peter touched her shoulder and smiled before leaving and Gamora pulled a grape from the bunch in the food dish. Grapes were one of Rocket's favorite foods though it was best not to ask why. "The pop like eyeballs between my teeth," he'd say with a grin and no one had the nerve to ask if he was joking.

With one hand gently petting his flank she used the other to bring the grape near his muzzle. Rocket sniffed, whiskers twitching, and then snatched the grape from her hands and ate it. She followed that with two more and a stick of soft-dried meat she knew he liked and when that was devoured she tried talking.

"Feeling better? Want to talk about it?" But he just curled up tight the second she said it and she settled for going back to petting him.

She felt an inquisitive eye on her and saw 86P08's head up out of the covers. Sensing he would flinch away if she so much as approached the cage she popped a grape from the stem and rolled it across the floor and through the mesh into his cage. When he looked at it, and then at her uncertainly she ate one herself.

The raccoon crawled out of his bed, eye never leaving her and ready to bolt out of reach the second she moved, and limped over to the grape. His one cybernetic foreleg was a different length than the other one, a shockingly careless mistake by whoever installed it. It was increasingly clear that whoever took 86P08 from the lab used him as a pet project and that the goal was to play with modifications, not produce a viable Subject.

Worse, the burn scars and other marks of abuse showed that the damage to the little creature wasn't just from carelessness. Gamora unknowingly made the same internal vow as Peter. If they ever caught the people responsible, she was going to feed them to Rocket one bite at a time.

Assuming Rocket recovered. She petted him as 86P06 ate the grape, then rolled the raccoon in the pen another one. She'd never seen her friend shut down like this. She thought he'd healed, especially after meeting Lylla, but the thought of doing to his own father what was done to him shattered him.

Gamora rolled Rocket's father another grape. "Do you have a name, little one?"

Mistake. 86P08 stood bolt upright on his hindpaws the second she said the word 'name'. "Subject Eight Six Papa Zero Eight Reports As Ordered," he rasped, and the sound of the awful monotone made Rocket curl so up so tight she felt the muscles standing out through his fur.

Gamora cursed silently. Stupid, stupid. And stood, though she had to take her hand off Rocket to do it. 86P08 stood silent and shivering as she approached and knelt. From the far side of the mesh she crouched until they were eye to eye.

"No one will ever give you another order, little one. You have my word." And though trembling in fear, when she held out her hand he took the grape from her fingers. But he did not eat it. He just stood, shivering, waiting the next order or task or punishment.

Gamora didn't know what to do. Anything she said might be interpreted as a command. Except one thing.

"I'm sorry," she said as she backed away. "I didn't mean to scare you."

Back at Rocket she petted her friend until he finally relaxed, and on the other side of the mesh his father must have decided no more orders were forthcoming and plopped down on all fours to eat the grapes.

After her shift came Drax's, and after Drax was Groot, who would be stuck to Rocket like a tick (said Peter) if they hadn't convinced him that it might scare 86P08 to have multiple people there, and after Groot, Mantis. Each tried to make friends with their new raccoon friend and each had very limited success. Each tried to comfort Rocket, and though he must know they were there none could get him to say anything.

And then finally Lylla, and Lylla's take on the whole situation was completely different than theirs.

*****

It was something of a morbid tradition now, if you could call something a tradition that had so far lasted less than a day. The Guardians not tied up running the Quadrant or scouting out new jobs on the Hypernet drifted into the meeting room, snacked, talked...and watched the big floating screens that showed Rocket and 86P08.

On one screen Mantis was cooing softly, trying to lure Rocket's father out of his nest of blankets with a treat from the food bowl. A single untrusting eye stared back and as the antennaed alien put one foot closer 86P08 shrank back as far as his blanket fort allowed. She sighed and gave up, placing the treat - a fragment of cooked orloni - on the deck before retreating out the door and closing the pen behind her.

She appeared on the other screen, sat down next to Rocket, who tensed and curled up tighter before ultimately relaxing as she petted him.

"He's got to come out sometime," Peter muttered.

"Perhaps," rumbled Drax. "Remember, he is very young. He is adult for his kind but he is a child by our standards. He's never had to learn to deal with a situation like this."

"And his quandary is that we are asking him to torture his father as he was tortured. To inflict his worst nightmare on his own flesh and blood," said Gamora, who knew all about torture, psychological and otherwise.

Lylla's whiskers twitched as she watched her mate flinch away from even Mantis's gentle touch. She stood up in her chair and tugged her harness back into shape. It always sagged down her long body when she sat too long. No amount of careful tailoring could make it fit her bendy tube of a torso well enough to stay in place.

"All right," she purred. "That's about enough of that." Without another word she dropped to all fours and flowed out of the chair, across the floor and out the door.

On the screen she padded into the room, still on all fours, and exchanged greetings with Mantis that ended with her shooing the alien out of the room. She gave her round padded bed a shove to lock it against Rocket's, flowed into the bed with him, spoke for a moment.

Then bit him.

"Rocket," Lylla said as she flowed into the bed and curled around her mate. They weighed about the same but her weaselly body and long tapered tail made her seem larger in bed. "I know it hurts. But we have to talk."

And when there was no response she found the spot on his neck and bit, hard. Not the usual gentle love bite, nor the bite she greeted him with when he pulled her from the cage, the bite that very nearly killed him. This was something in between, but enough to pierce his hide with her sharp canines. Rocket jumped, startled out of his funk by the sudden pain, and his eyes popped wide open. Only his sense of safety let him fall into catatonia and now his natural defensive reaction was to wriggle free. But not attack her. Never attack her.

Lylla held on until he remembered who she was and settled down, then she whispered into his ear. "Rocket, the monsters in the lab didn't break you. This won't either. Now wake up and make a decision."

And just like that he was trying to curl up again, unable to face the horror, but she held on and said, louder now, "Rocket, if you don't make this decision I will."

At that he froze, and whispered back. "You can't. He's my -"

She cut him off. "Rocket, I am your mate. He is my father too. And I am Lylla. I speak for the Uplifts. I can overrule you and I will. I outrank you, Rocket Raccoon." She gripped him with her webby forepaws and licked the blood from his neck, her saliva full of painkiller from her implanted venom glands. They could make more than poison, those glands.

She was right. He was Rocket, the first successful and well known Uplift. He was almost a legend among that community. But in a sense she was that community. If she chose to override him it would stick.

"But, but..." and he shivered, trying to make a decision, and unable to face the horror of doing to his own blood what was done to him.

"Hurt," came a rasping voice, and they both went rigid where they lay. Rocket rolled over as Lylla let go and they both turned to see 86P08 close on the other side of the mesh, one forepaw hooked through the wire. "Sub-Ject Papa Hurt."

"I know," Lylla purred, and they slowly, softly approached Rocket's father, making no sudden movements. And for the first time he didn't flinch away from a Guardian, didn't hide.

Shoulda thought of that, Rocket thought. Of course he was afraid of humies. But I was too busy eating my own guts out.

"I know it hurts," Rocket said as they sat down on the far side of the wire from him. "We're trying to figure out how to make you not hurt any more."

It was pointless, of course. 86P08 could no more understand him than an orloni could. At least he turned out to have a ninth word in his vocabulary.

And, it turned out, more than that. "No," 86P08 said, looking from one of them to the other. "Not Sub-Ject Papa Zero Eight. Sub-Ject Papa old pain. Sub-Ject Rok-Ket new pain."

He looked from Rocket to Lylla once more. "Who hurt Sub-Ject Rok-Ket?"

"Holy shit," Rocket breathed, and if 86P08 was puzzled before, his bafflement only grew when Rocket grabbed Lylla and kissed her.

*****

When the whiskery kiss was over and Rocket had blinked away the tears his little clawed hand went to the lock on 86P08's pen. It was a simple lock, with sealed electronics and no keyhole. The transmitter built into Rocket's armored wristband pinged and the lock dropped open. A sweep of the same hand pulled the gate open.

86P08 took an instinctive step back as the door swung wide and Rocket and Lylla backed away, giving him room. "Please come out," Lylla purred. "You don't need to be in there any more."

"Hurt?" 86P08 turned his head, looking at one of them and the other with the eye not replaced by a metal plate. "Not come out."

"No one is going to hurt you," Rocket said. "No one will give you orders any more. Please come out."

Hesitantly 86P08 put a paw down past the gate, jerking it back as though he expected a shock. When none occurred he cautiously limped out of the pen, his one eye on Rocket. "Sub-Ject Rocket not hurt?"

"Not any more," Rocket said. Lylla put her hand on his own. "Not any more."

"Pete," he subvocalized, knowing his implanted mike would pick it up. "Bring the data slate and leave it outside the door."

Lylla, whose hearing was far keener than his own, mouthed a word and Rocket went on. "And food. Bring food."

A few minutes later a fingernail tapped on the door and 86P08 jumped, but Lylla distracted him as Rocket opened it. The next in the minefield of bad reactions came when he saw Rocket holding the data slate in one hand and a food basket in the other.

"Master thing," he whined, and backed away. "No touch. Hurt."

"Shh," Lylla purred. "It's all right. There are no masters here."

"No masters?" 86P08 took another step back. "Always master."

But when Lylla and Rocket sat down and began to take food out of the basket he gradually crept closer until they were feeding him with their hands. On top of all the other horrors 86P08 was clearly malnourished. They set about fixing that and Lylla studied the bolts protruding from his skin, the scars, the burns, the reddened flesh where his body tried to reject the implants.

"Rocket," said the voice in his ear, "Doc Foster says he can only think of one way he can be this smart without Uplift implants. It's bad."

"I know," Rocket muttered, so low only his implant and Lylla heard. "Drugs."

At the other end of the com link Peter was cursing. "I swear to God, it's always something horrible. Every time a silver lining shows up near Rocket there's a dark cloud to blot it out."

"There's a reason these drugs are banned," Paul Foster said from the screen as though he hadn't been interrupted. "They can be addictive, they can cause brain damage. But temporarily, with continued doses, they can increase an animal to near-human intellect."

"But why?" Drax rumbled. "Why bother with temporary? If you are going to make an Uplift, why not make a permanent one?"

"Expense," Paul said from the screen. "Everything I've seen shows that 86P08 was just a plaything to whoever had him. Just a toy, an experiment."

" 'I know what it's like to be someone's toy'," Peter muttered. He was quoting Rocket when the raccoon was bonding, weirdly enough, with Nebula.

"Uplifts are often disposable. That's why the experiments are done on animals. In a lot of star systems it's even legal," said Doc Foster. "Then you move on to doing the same modifications to humanoids and make super-soldiers. Until Rocket proved so successful few people seriously considered making Uplifts that were designed to last. Even Rocket wasn't." The shadow of guilt crossed his face. "He's more than we ever thought he'd be."

"If we find the ones that did this," Drax muttered, "I will take great pleasure in hurting them."

"Get in line," Pete replied, and Gamora nodded.

86P08 wasn't built to last. It hurt him just to breathe, a rasping whine that made Rocket grimace in sympathy, he could barely walk and the pain he must be in dwarfed Rocket's back when his cybernetics were deteriorating. 86P08 was a mess. But he was the father Rocket never thought he'd meet. He wasn't giving up this easily.

They'd lured 86P08 close with food and finally convinced him he could look at the data slate without being punished. Rocket opened the protected archive and tapped a claw on one of the files he'd saved.

It was the picture of 86P08 and 9 under the full moon on Earth. Just two little animals, and just before their capture. It was the only picture he had of them together and of the few he had of 86P08 at all.

It took the mangled raccoon a moment to focus but he put his little clawed hand on the screen when he realized what he was looking at. Metal screws protruded from his every joint, some darkened by dried blood. They clicked on the armorglass screen as he touched it. "Old," he said.

"Yes," Rocket said with a catch in his voice. "From before." Before you were torn apart the way I was, and put back together the way you are now, he didn't say.

86P08's one eye brightened as the screen populated with numbers. "Sub-Ject Eight Six Papa Zero Eight," he said.

"Papa is enough," Lylla said reasonably. "Just call yourself Papa."

"Hah," Drax laughed at the other end of the video feed. "It is funny because 'Papa' has two meanings and he does not know the other one."

It was the only laugh they'd had in hours. They took it for the small relief it was.

Papa touched the screen, his claw hitting the protected archive window by chance, and a video began to play. 86P09, his mate, carrying the tiny ball of fluff that was Rocket, and followed by her larger cubs. All dead now, save Rocket, thanks to the monsters who ran the Halfworld lab.

The screen populated with the designations, and Papa tilted his head to focus his eye. "Sub-Ject Eight Nine Papa One Three," he said, and he lifted his head, thinking. His cybernetic hand went out and felt blindly along Rocket's shoulder, then gripped the fur. Lylla, reading his body language like a book, nodded for Rocket to let 86P08 pull him close. Papa sniffed, sinking his nose into Rocket's fur, then pulled back.

"Old," he said. "Old." He was thinking, and they waited to see if he'd put it all together. He did.

"Sub-Ject Rok-Ket," he said his rasping voice, and Rocket's own eyes went wet as he saw a tear run from his father's eye. "It is you."

"Yeah, dad," Rocket said, and for the first time 86P08 didn't flinch away as Rocket and Lylla leaned close to hug him. "It's me."

*****

The meeting table was stowed up against the wall, and the Guardians sat in chairs pulled back in an arc from the door. Sitting would make them look a little smaller and less threatening, was the thinking. Dishes of food were set near the door for their guest, hopefully to make him feel more comfortable.

The door slid open and Lylla's whiskery face appeared. She looked back over her shoulder and nodded. Rocket appeared next to her, also on all fours and like her still wearing only a harness rather than his usual armored outfit. And between them a half-metal face, the scarred, one-eyed visage of Rocket's father.

"C'mon dad," Rocket said gently as Papa drew back on seeing the waiting Guardians. "These are my friends. You're safe here."

With Rocket and Lylla urging him on Papa limped into the room, and promptly sat down as far from the other Guardians as he could. His one fleshy hand went out to a food dish to recover a grape, which seemed to be one of his favorites. Like father, like son.

"This is Pete," Rocket said, and Star-Lord raised his hand. It'd been decided not to approach Papa, but let him be the one to come forward if he decided he trusted them. "He got us all together. He'd an idiot but he's a good guy. Mostly."

Peter smiled and looked Papa over. He'd only seem him on a screen up until now and the mangled raccoon looked different now that he was half covered in bandages. Rocket and Lylla spent an hour treating what injuries they could reach without operating, once he let them touch him. Hopefully he was in less pain now, but in the end making him more comfortably was almost a cosmetic treatment. He needed more dramatic help than bandages.

"Drax," Lylla said, and the giant nodded. "He's our friend. I know he's big, but he helped Rocket when he was hurt."

"Old pain?" Papa rasped.

"Old pain," Rocket agreed. "These are Gamora and Nebula. They are sisters. They are like us. Old pain, bad master."

The old raccoon's one good eye studied Gamora and especially Nebula. The latter's massive cybernetic modifications made it obvious that her old master was as unkind as his. "Bad mas-ter," he agreed.

"Mantis," Rocket said, and the alien smiled and waved. "She's weird but nice. She can touch you and make you feel better if you want."

"No touch," rasped Papa.

"Only if you want," Mantis agreed. "I only touch Rocket when he wants."

"This is Kraglin, he helps run the ship and used to work with Peter's father." Kraglin nodded, silently studying their newest Uplift friend.

Papa was silent, looking at the crew. One was left out. Rocket left Groot for the last.

"An' this is Groot," the little raccoon said. "He's my son."

There was a long moment as Papa looked from Rocket, to Lylla, who he must know were mates from their mutual smell, then at Groot.

"Rocket cub? Lylla cub?" He tilted his head as he stared at the little tree quizically. "How..."

He flinched back as the Guardians began to laugh. Even in this moment of levity there was sadness. That he should feel fear just at the sound of laughter! Lylla and Rocket snuggled up to him from each side to calm him.

"No no," Rocket grinned. "Not Rocket-Lylla cub. He's adopted. He's sorta everybody's son," he said, and waved a hand at the circle of Guardians.

"I am Groot," the half-grown tree said gravely.

"He says his dad was with me," Rocket said. He paused, and the laughter ebbed. "His dad saved me, Papa. Without him I woulda been bad. I woulda hurt people."

"Rok-Ket hurt?" Papa peered at his son.

"Good people can make you good, Papa. The doc helped me," he gestured at the screen where Paul Foster silently watched, "Groot helped me. This gang a idiots helped me. When someone hurts you you want to hurt them back, but when someone helps you want to be good."

"Now dad," Rocket went on. "Paul there is a doc, but a good one."

"Doc?" The cyborg raccoon turned his head to focus his one good eye on the screen.

"Yeah, he's a doctor -"

"Doc-Tor!" Papa jerked back, and only Rocket and Lylla's presence kept him from running out the door. The otter purred comfortingly and Rocket leaned his flank against his father's bandaged side to support him as he limped.

"Wait dad," Rocket pleaded. "Listen. Old pain," he touched a bloodstained bandage, "Then new pain, but then no pain. New pain but then no pain, understand? You'll be better."

Papa turned his head and stared at Rocket. "Make Papa better?"

"Yeah dad, if you want. You're hurt, and Paul will make you better. Sometimes pain is for your own good." He was emphatic, knowing he was right, knowing he'd gone through that pain himself to get better. In his haste and worry he put too much emphasis on the words. Almost like an order.

"Papa hurt for own good," Papa said, and there was a mechanical quality to the recitation. Lylla tensed as she realized what was happening, but for once the Speaker for Uplifts was too slow. Papa was already rising to his hindpaws and by the time she opened her mouth the fatal words were already spoken.

"Sub-Ject Papa Obeys," Papa said, and stood bolt upright at attention. "Mas-Ter Rok-Ket."

*****

"Oh, shit," Peter mouthed silently, and he was already coming up out of the chair as Rocket flinched away from his father as through he'd been stabbed. And he had, right through the soul. Rocket stumbled and Peter bent down to catch him before he could hit the deck.

Papa was watching, even when frozen at attention, as Pete rushed forward to help his friend and the only reason Lylla wasn't at Rocket's side was that she saw Peter already in motion. She stayed with Papa, speaking to him gently and petting the few patches of fur that showed among the scars and bandages as she tried to get him to relax.

Peter felt Rocket tense in his grip and was sure the raccoon was about to curl up into a ball and shut down again. But anger saved Rocket. Anger and hate had kept him alive more than once and they did this time. Not anger directed at his father, and never hate aimed there. He knew who to hate. He had a lifetime's experience knowing where to aim that weapon.

"There are no masters here," he growled as he pulled himself from Peter's grasp. "Dad, listen." And he knelt down in front of his father the way he'd never knelt in front of a man. Only to pick up or help Groot when he was little had Pete seen him do that. And now, to save his dad. "There are no masters. No orders. Never again."

It was not hate on his face but love as he took his father's one flesh and one cybernetic hand in his his own. "Old hurt," he said, as he led his dad to touch the bolts protruding from his collarbones. "Old hurt," he said as he turned his back, and at the same time Lylla did as well, so Papa could see the line of bolts running down each spine. "Then new hurt, but now no hurt."

"No hurt?" Papa said, and reached out to feel the bolts set in his son's spine. "But mas-ter said..."

"No masters!" Rocket repeated. "We stop masters! It is what we do!" His ears kept going down with rage at what they'd done to has father, then back up as he saw once more a living relative he never thought he'd have. "An' if I ever catch the guy who did this to you he'll never be a master again."

"Stop mas-ter?" Papa looked from Rocket's back. The fur was regrown there but Peter knew you still feel the scars under it, even if surgery had mostly repaired them. "Hurt mas-ter?"

"Yeah, dad." Rocket turned on his knees to face his father once more. "But you gotta be around to see it. What Paul's gotta do will hurt," he nodded to the hovering face of Doc Foster on the screen, "But if you don't let him do it you're gonna die."

One way or the other; Paul said that in a week at most the drugs would wear off and then Papa would just be a crippled, suffering animal. And without knowing which drugs were used, even if they weren't hugely illegal, they couldn't keep his mind going without surgery. On top of that he had no more than a year before his body just quit on him. It was Uplift or nothing.

"No more hurt?" Papa reached out and felt Rocket's cheek ruffs, full and healthy compared to his missing one and the thin, ragged fur of the other.

"Yeah, dad." Tears welled up in Rocket's eyes. "No more hurt. Either way, no more hurt. Please stay with me. Please do it. It has to be your choice. No more masters."

"Rok-Ket stop mas-ter?" He was back to that, but for a reason. "Take." He held out his one cybernetic hand. "Take."

"Take what...wait." Rocket looked at the jointed metal of the hand and forearm, and a tool appeared in his hand as though by magic. "Hold still."

There was a concealed compartment in the forearm, disguised as one of several access panels. Rocket's marvelously clever hands had it open in a moment and his claws plucked out the object within.

"Data tag," he growled. "The fucker put an owner tag on Papa. Pad! No, slate! 'Mora, there's a blank slate in -"

Gamora already had the data slate in her hands. A more primitive version of the data pad, Rocket always kept one or two blank ones around in case he had to decipher dangerous data. Blank slates were not connected to the ship network and were often destroyed after one use. That was fine; he just made more. Rocket snapped the data tag into a port and powered up the slate.

As with the data crystal a series of directory folders appeared. "Okay, names, addresses...five 'l get ya ten all these names are aliases for the same guy. Stupid of him, he shoulda just had one like a lawyer or somethin' so he didn't give so much away. An' here..." he tapped the slate and a face appeared.

Rocket almost dropped the slate. "Fuck no, it ain't possible." He tapped the screen to bring up more data. "This is almost a year after I escaped. Can't be."

Peter looked over his shoulder at a pink face, brown hair. Whoever the man was could easily pass for human. "Novar Re," he said. "Never heard of 'em, but that's a Kree name."

"That ain't Novar Re," Rocket growled. He turned the slate around so everyone could see. "That is Pavel Ernst."

Everyone blinked blankly for a moment. Except Lylla. "It can't be, honey. Ernst is dead."

"Wait a minute," Peter said. "Ernst like the E in your name?"

"That's right," Rocket said. "As much as anybody, he's the man who made me. Chief Surgeon Ernst. I carved him up like a roast. 'The littlest surgeon,' he called me right before he died. At the time I was sorry I didn't know enough to keep him alive longer."

When he looked up he was smiling, but there was no humor in it. When his fangs showed like that it was not about humor. "But somehow he's still alive, and y'know what, I'm a lot better with a knife now than I was then."

*****

Rocket sat back, the feral grin fading. "Now, who's goin' to Xandar with us?"

"Xandar?" Peter blinked. "I thought you'd want to hunt this guy down."

"I do," Rocket growled. "I killed him last time we met and I'll kill him worse for what he did to Papa. But he can wait. He probably doesn't even know we found the box an' even if I missed an alarm he's not important right now. I don't know how long my dad has. I gotta get him to Doc Foster right away."

"Good," Paul said from the screen. "Send me a new set of scans and I'll get a team ready."

"Papa hurt?" Papa, finally relaxed from his bolt-upright posture of attention, rasped out a question. "Hurt, then no hurt?"

"Only if you want, Papa." Rocket took his dad's hands, the cybernetic one cool in his. "I'll be there with you the whole time. I won't lie, it's gonna suck. An' we won't make you do it. It's up to you. No masters, Papa."

Peter held his breath, and Lylla put her webby little hand on Rocket's shoulder. Whatever Papa decided, even if it was to devolve to a mere animal and die in agony, that was what would happen. He had just enough Uplift to decide for himself and Xandar law, as well as Rocket's promise, said that he got to choose.

There was a long moment as Papa stared into Rocket's eyes with his one good one, before he finally spoke. "Papa stay with Rok-Ket. Pain, then no pain."

"Yeah dad," Rocket said, and he blinked away tears. "Rocket stay with you too."

An hour later the Guardians were on the Benatar, for it went without saying that everyone was going to be there for Rocket and his dad. Only Kraglin stayed behind, because someone had to captain the Quadrant in Star-Lord's absence. They plotted a series of jumps through the clear, well patrolled lanes that led to Xandar and sent Drax and Mantis on the bridge for some flight practice.

Papa retired to his blanket bed and Lylla to her round bed nearby. Papa would not be left alone until they got to Xandar. He'd spent enough time by himself in that box. Star-Lord found Rocket tinkering in a corner and showed him the bottle and glasses he'd brought.

"It can't be him," Rocket muttered, and slugged back a shot of pale Askavarian liquor. "Even if he somehow survived all those cuts, I had the only working key card and the whole place went up fifteen minutes later. I'd a seen him if he tried to follow me out."

He looked up, and for a moment his eyes were cold and distant. "But I know that face. I'll never forget it. All those hours, days, weeks strapped to the table, looking up at him as he cut me open over and over. Just about the first thing I remember when I was little is that face. 'Scalpel please, doctor'." He shuddered.

He looked Peter in the eye. "You know I've killed a lotta people, Pete. I'm good at it. It was one of things they made me for." His mouth twisted. "But I've never hurt a guy like I hurt him. He's dead, Pete. He's gotta be."

He sighed. "So I don't know what's goin' on. But if it's really him..."

He reached behind himself and unsnapped a tool kit from his belt. He flipped the flap back to expose a collection of glittering surgical tools. Some, Peter knew, were from the lab itself, among the few things he took with him when he escaped. Peter had seen this kit before and saw the additions, unfamiliar tools added to the mix. Rocket was ready for his next encounter with Ernst, or the man who looked like him.

"If it's really him, after what he did to Papa, I'm going to make the last time I met him seem like a picnic."

And with that he slugged down a last shot and joined Lylla in their little round bed, a few feet from Papa in his nest of blankets. It was there the nightmare found him, and it changed things.

Nightmares and Rocket were old friends. The first indication Peter and the others had of how damaged their new friend was when he woke screaming in the night. Groot had once kept the worst terrors at bay but after Ronan it'd been Peter and the others that slowly helped him heal.

They knew now what woke him in the night, shaking, a strangled scream bubbling up in his throat. And over the last year and a half his once frequent night terrors became thankfully rare. They'd helped a lot. Lylla helped even more. She knew those terrors herself, even though her Uplift was gentler than his own. She knew what made him shake in the night because she, too, sometimes woke screaming.

"It's all right. It's all right," she murmured, nibbling her favorite spot on his neck. "They aren't here. They can't hurt us any more."

Rocket clung to her desperately. This had been a bad one. "It wasn't them," he said. "Not them."

Lylla held him tight, there in their little conjoined bed, and slowly the shaking subsided. "Who was it then, love," she purred, but she thought she already knew.

"Me," Rocket said as tears formed in his eyes. "It was me."

*****

"Welcome, Guardians," said the pleasant voice of the female Xandarian flight controller on the comm. "Proceed to beacon gamma for priority lane."

"Priority lane," Star-Lord chortled from the pilot's seat. "That is never gonna get old."

"Don't get too cocky," Gamora said from the seat immediately behind him. She always sat behind him, partly so she had a clear field of fire in case she wanted to yell at Rocket in his seat opposite Peter, or throw something at him. Not that it happened much these days. "We are on a medical emergency run. Anyone would get priority."

"An' the big cheese is with us," said Rocket, twisting around in the co-pilot's seat to grin at Lylla. "She gets a priority lane too."

"Only when on official business," the otter purred. "Which I am. Technically."

"Spoilsports," Peter grumped. "Any way you shake it we've got a priority lane."

Without saying anything he turned his head to stare at the speed gauge. Rocket was in control at the moment and was three points over the lane limit. He usually sped, but not this much. And he couldn't blame it on Golden Earring this time. Ever since they found Rocket's dad the little raccoon was focused on family, not music. Even his favorite songs hadn't brought him out of his shutdown. Only Lylla managed that.

"If you go much faster they're gonna complain," he said out of the side of his mouth.

"Let 'em complain. You know I can fly faster than this in a narrower lane an' not crack into anything."

"Is good," Papa said as he stared out the view ports. He and Lylla were together in a seat, the otter steadying him occasionally as he wobbled. He wasn't built to stand upright for long periods but had to for a good view. "Pretty."

He watched as a Xandarian battle cruiser, star shaped like their fighters, passed them going the other way. The ship was a hundred times the size of the Benatar and had its own complement of Nova fighters escorting it. Someone on board flashed the running lights at the Benatar and Peter touched a control to reply. Maybe they were being nice, maybe they were complaining about them speeding. Either way, when someone with that much firepower says hello you say 'hello' right back.

Xandarian orbit, once nearly vacant, was now thick with warships and orbital forts. It would not be left naked again as it had when Ronan tricked the fleet out of position and just sailed right in. There was a lot for Papa to stare at, chief among it the glittering lights of the cities on the planet below. Papa had never seen that before, or much of anything but the inside of a lab.

"City center spaceport, this is the Benatar," growled Rocket as Peter opened his mouth to do the same. "Request southwest docking pad. Medical emergency on board."

This was amazingly polite for Rocket and he got a polite response back. "Benatar, you are cleared for Pad 94. There is an ambulance waiting."

"Papa emer-," his father said. "Emer-gen-cee?"

"Yes," Lylla purred. "You are."

Rocket dropped them so fast their landing looked sure to end in a crash before bringing the Benatar to an abrupt halt inches from the ground. Only the artificial gravity kept them from bouncing around the cabin like popcorn in a popper. Drax let out a laugh.

"Good!" He shouted. "Again!"

"I am Groot," said the four-foot-tall tree sitting next to Mantis.

"Yes," Lylla purred. "Your daddy is in a hurry."

And that hurry didn't stop with the landing. Rocket was down the gangplank the second it dropped, holding Papa's cybernetic hand as Lylla held the furry one. Paul Foster and his chief nurse were waiting.

"Let's go Doc," Rocket growled. "We gotta start work soon as we can."

Groot, Lylla and of course Papa followed. There was room in the ambulance for three more and that turned out to be Mantis, in case Papa needed her powers, Peter and Nebula, as a kindred soul of sorts to the little cyborgs. Gamora and Drax ended up on the hot spaceport tarmac by themselves just as Denarian Day showed up in a Nova aircar.

"Left in the lurch?" He grinned broadly, but it faded in a moment. "Hope its not too bad. We got told you have a really screwed up Uplift here to get worked on."

"He has all too many screws," Drax rumbled. "That is part of the problem. Too many screws sticking out."

"It'll work out," Gamora said. "Hopefully."

"I'll give you a ride to Sanctuary," Dey said, and they nodded and got in.

Sanctuary had grown since they first saw it a year ago. Once just a collection of air-transportable temporary structures in a corner of Memorial Park, now it was a semicircle of permanent buildings around a lawn. A running track circled the periphery with a sport field beyond that and a line of trees blocked view of the lake where Ego's spawn once burst out of the ground and nearly consumed the world. There too were statues of the Guardians and Yondu, right where Ronan died. Two nearly apocalyptic events in Xandar's recent past took place in almost the same spot and the Guardian's efforts, along with Yondu's sacrifice, had not been forgotten.

Closest to the entry path was the clinic with its Welcome to Sanctuary placard. This was the first stop for most rescued Uplifts, whether they needed surgery or just a checkup before they went on. Past that was the technical annex, the military liaison, the social center, various training buildings to help Uplifts find a way to make a living, and dorms and apartments. At the very back was Lylla's office when she was acting as Speaker for the Uplifts. Over fifty rescued Uplifts and almost as many humanoids of various races worked here as doctors, technicians, counselors, assorted staff or teachers.

Gamora was aware of being watched but not by who until a furry brown-black head rose into view on a porch. Sharptooth stood, wearing a form fitting armored harness on his long cylindrical body. They saw him because he chose to allow it; Sharptooth-type Uplifts could use active camouflage to become virtually invisible. Lylla could do that too, as part of her diplomat-spy-assassin power set. Sharptooth's combat skills made him a natural choice for the campus security force.

"Guardians," the sable purred. A great mass of brown fur stirred nearby and the second biggest Uplift Gamora ever saw rose to its feet. She'd met Wal, the huge, wrinkly aquatic Uplift whose keen mind put him firmly in charge of Sanctuary's technical annex whenever Rocket wasn't there. This one she hadn't seen before. It stood twice as tall as Sharptooth, who himself was a full head taller that Rocket or Lylla, and sported huge clawed forepaws and a great blocky head with cup-shaped ears and a short thick muzzle full of fangs. If it hadn't also been wearing an armored harness and security badges she would have thought it a common animal.

The four foot tall sable and eight foot tall Uplifted grizzly smiled pleasantly, as pleasantly as they could around all those fangs. "Your friends are in the operating theater," Sharptooth purred. "And no one else is allowed in for now."

The bear spoke next in an almost subsonic rumble that made Drax's basso profundo seem soprano by comparison. "Daughter of Thanos," she rumbled. "Destroyer. May we help you pass the time?"

Drax looked up at the towering, almost certainly cybernetically augmented bear, and Gamora at the smaller, but, she knew, completely lethal sable. The two Guardians walked to the porch and set down a sword and a pair of knives respectively.

"Absolutely," Drax rumbled back to the bear. It - she - wore the nametag Breaker on her harness. "We're at your disposal." He smiled. The bear smiled back.

"Uh, have fun you two," Dey said from a nice, safe distance just as Breaker slammed a paw down on Drax so hard the green-gray humanoid's feet sank two inches deeper into the grass. Drax hit her even harder an instant later and there was a shout as Uplifts and a few human staff came running from the sports field. More spilled out of buildings as word spread of these exciting events.

"Ten Units on Sharptooth," chattered a gray bunny Uplift as the sable moved with inhuman speed on all fours toward Gamora.

"I'll take that action," said a human staffer. "That's Gamora."

"And that's Sharptooth," said a big-tailed black and white Uplift. "Twenty units."

Dey shrugged helplessly and accepted a frosty glass from a white ferret Uplift who appeared as if by magic with a cart full of cold drinks and snacks. Technically betting on fights was against the law on Xandar, but he wasn't going to the the one to enforce that rule.

*****

It was a clean, white room, prepped for surgery and full of scanners, medical instruments and one little bed sized just right for Papa. Peter had been in this room before, when Lylla was operated on to correct faults with her cybernetics. Before that, in another room much like this one, it'd been Rocket under the knife. And Rocket, who swore the next time time he was unconscious in a room like this one would be the day they put him in a box, lay there with eyes open on the table and watched it all happen.

That operation had taken ten hours. Peter thought he'd seen the worst he could see. He was mistaken.

"C'mon dad," Rocket said as he helped Papa up onto the operating table. "The first part isn't bad."

That first part was Doc Foster watching the screens as Rocket and Lylla quickly and professionally scanned Papa. They did this every week regular as clockwork to each other and Peter had seen it fifty times now. Shallow scanner, deep scanner, probe inserted into the data port all Uplifts had on their back. Look for anomalies. Build up the scans on the floating screens and compare them to ones already taken. Nothing bad.

"There, there, and there," Doc Foster said as he studied the screens, and Rocket nodded. The scan of Papa built up in 3-D and Peter could see all the cybernetics hiding in that battered body. Every limb, every bone and every joint had a bolt, and actuator or metal reinforcement. He'd seen scans of Rocket and Lylla before their operations and remembered how some of the implants were shaded red. On Rocket, that was maybe a third to a half. Even more of Papa's were flagged as faulty and some sort of massive apparatus in his chest was pure red.

"What a mess," Paul said. "Some of this is lab work and not bad. We could leave it in there for a year or two. But most of this..." he waved at the blood-red sections. "Someone with surgical skill but none at all in cybernetics did this. Most of these implants are pointless in a quadruped. All they do it make things worse. I could do better work that this on myself, with no assistants."

"So could I," Rocket growled. "I have."

"Mantis," Rocket said, and she reached out and put her hand on Papa's shoulder. "Keep him calm. Can't use nerve blocks during this series and it's gonna hurt. Might zap you a little, sorry 'bout that in advance."

He knelt next to Papa. "Dad, I have to zap you. The only way to get good reads on your nervous system, to see what they did to you, is electric shocks. There are better ways if we had more time but we don't."

Papa nodded and Rocket grimly accepted a tool Lylla pulled from his tool pouch. Before he could apply it Paul Foster spoke up.

"Wait, Rocket. I know you know how to do this, but you shouldn't have to. I'm not going to make a man shock his own father. You and Lylla hold his hands and I'll do the check."

Rocket looked up, his ears sunk down as though expecting a blow down but determined. "Doc, I told him I'd be here. If I'm here I should be useful."

"Sometimes being useful just means being there to comfort someone, Rocket. You know that," Peter said. There was a pause as Rocket looked at Lylla, then nodded. Each knelt down on either side of Papa to grip his hands and Mantis stood with hers on his shoulder as the torture began.

The high thin whine of pain from Papa as they began to test his nervous system tore at Peter's heartstrings. He wasn't sure how Rocket bore the sound. Peter saw the raccoon's lips moving and realized he was murmuring "I'm sorry" over and over, but he didn't look away from his father's face. Lylla was likewise whispering "It'll be all right." Some of the shock communicated itself through flesh and metal and the three occasionally flinched as the next nerve was shocked but no one let go. Peter leaned forward to pet Rocket, to offer what comfort he could despite the powerful static shocks he got in response.

Mantis flinched as Papa whined and Peter couldn't keep quiet any more. "Is all this really necessary, Rock?"

"Not now, Pete," Rocket growled, and Peter shut up. Another layer built up on the floating diagram of Papa as they zapped his nerves and though not a drop of blood was shed Peter was drenched in sweat just watching the three. Papa as he flinched and shuddered, Rocket and Lylla as they somehow kept their composure and watched as things were done to their father that were once done to them.

They were at it for two hours, two hours of agony for Papa, two of Rocket's teeth-gritting anguish as he helped torture his father. And then it got even worse.

"I'm so sorry, dad," he said, leaning forward so he was face to face with his patient. "That's the worst of the pain. But you have to be awake for the next part too. We'll be here."

"Over to you, doc," Rocket said, and he and Lylla moved to the side to let Paul Foster approach Papa's head. Paul's nurse pushed up a cart loaded with glittering surgical instruments and what were probably implants. Rocket and Lylla each plucked white plastic disks he recognized as nerve blocks from the tray and stuck them in various places on Papa's upper body and neck, then knelt down and held his hands.

This won't be too bad, Peter thought. I've seen Rocket cut himself open and be cut open.

He thought that right up to the moment Paul Foster cut off the top of Papa's head with four swift slices of a vibe scalpel and he found himself looking over Rocket's shoulder into a raccoon's head. And then Papa looked at him as Paul was cutting into his brain...

Peter found himself in the waiting room with no memory of getting there, heaving, trying not to throw up. It took him a couple of minutes to realize Gamora was there.

"Howdy," said the black bunny Uplift sitting next to Gamora. The goggles pushed up onto the furry forehead told Peter this was a Sharptooth-type Uplift that needed them to see while invisible. The bunny passed Gamora a smart bandage from the open medical kit on his lap and she stuck it onto a scratch on her shoulder. She was covered in scratches, some bleeding, some not.

"Hey, uh, Blackjack," Peter said, and wobbled his way to a chair. "What the hell happened to you, Gamora?"

She shrugged. "Sparring." She stuck a smart bandage on a line of five parallel oozing scratches on her side. "Sparring with someone who has sharp claws and uses them to climb you."

"You did good," the bunny said. "Not many people can stand up to Sharptooth even when he stays visible and doesn't use poison." There was a hole in her top and the bunny stuck a bandage on her right breast through it.

Peter bristled and the bunny grinned. "Don't get all hot and bothered. I'm not hitting on your girlfriend. Not furry enough for my taste."

"She's not my girlfriend," Peter said, at which Blackjack laughed and sniffed theatrically.

"What's that I smell," the bunny said. "It's Gamora, and the smell's coming from you. And I smell her, but it's coming from -"

"All right already," Peter snapped as Gamora swatted one of the bunny's tall upright ears. 'Where's Drax?"

"Off drinking with a bear," Gamora said. "He was sparring with this big bear security guard and when they tired each other out she said she had a collection of booze squirreled away for special occasions."

"Drax went home with a -bear?-"

"I'm sure it's all perfectly innocent," Blackjack said, then once again sniffed. "But you want me to tell you if -"

"No no no," Peter said hurriedly. "None of my business."

Rocket appeared from the operating theater a moment later, hands freshly washed, and sat next to Peter. The droop of his ears told him just how low the raccoon was feeling. "Wanted ta make sure you're all right," he growled as he sat. "I've only got a minute."

"Do you really have to do any of this yourself, Rock? There are plenty of good doctors here."

"I told him I'd stay with him," Rocket said without looking up. "An'," he paused, "If he's gonna hate anyone for this it should be me. I'm the one who talked him into it."

"Assuming," he said as his muzzle drooped toward the floor, "He even remembers me. We can Uplift him, Pete. The drugs worked, so his brain's up for it. But we're bootstrapping implant Uplift on top of drugs. There's maybe a fifty-fifty shot that he'll forget everything since they put him on the drugs."

"An' then," he said as he sat with his hands between his knees and his ears drooping, "All he'll remember is pain at the lab and then waking up here. He'll think we did it all to him. If that happens, I just hope he'll forgive me someday."

Rocket let Peter scratch his ears for just a moment before he stood, stretched, and turned back toward the door. "One bit a good news. Kraglin's had some guys going through all the paperwork we found and comparing it to info on the data tag. An' we've got a match. I know where the guy is hiding."

It was four hours after that before they saw Rocket again, and a full day before the first series of operations was done. The Guardians gathered in the recovery room, marveling at how much better Papa looked. He had fur now, and a much better cybernetic hand, and a cybernetic eye to replace the one he'd lost. They lingered briefly, watching him breathe without the pained wheeze, before heading out.

"An' now," Rocket growled, "Since I got a few days before he wakes up, I got someone I need to hurt."

*****

The name on the address plate said Erda Za, who lived in a row of large but low rent apartments in a suburb of the capital city on Tolvek. Tolvek, usefully, was only half a day's jump travel from Xandar.

Inside, it was a thoroughly pedestrian place, with a few medical certificates on the walls (all under the name Erda Za), an old style large screen display, and various computer nodes. You'd never know anything of import happened here, but the security system was top-notch. It took Rocket almost a full minute to disable it.

It was a quiet little place with the monotony broken only by the mewing of a genuine Terrain house cat. Such little beasts were something of a luxury on a few worlds, imported pests on others. More than one gang of ne'er-do-wells had gone to Earth and brought back something to sell. Sometimes it was treasure, sometimes animals, sometimes people. That was, after all, how Pavel Ernst and his team got into space.

He came home from work that day, tired, but content. He didn't know that it was the last time he'd ever step through that door.

"Comet," he said as he closed the door behind him. "Comet? Where are you, girl?"

He didn't see the shadowy figure close to the floor. A long, long-slung thing, it was given away only by a faint distortion in the air. In daylight it would cast a shadow. Against carpet it was nearly invisible. He didn't even know Lylla was there until four sharp fangs sank into his calf.

"Shit, what?" But his leg was already too weak to support his weight. He clawed at his phone holster as he fell but something snatched it from his belt and by the time he hit the floor he was nearly paralyzed. He could still feel; the impact hurt, but he could barely move. As he looked up and saw the second figure in the shadows Pavel Ernst knew he was about to die.

"89P13," he breathed as Rocket stepped forward. He'd seen tridee video of "Rocket", along with the other Guardians, but to him he would always be Subject 89P13. The failed Uplift who turned out to not be such a failure after all. The one who'd killed him once and was about to kill him again.

"That's not my name any more," Rocket growled, his ears swiveling back and down and his fangs coming out. "You know that." His left hand compulsively unsnapped and resnapped the flap of a tool kit on his waist. Pavel saw the glitter of surgical tools, some polished, some homemade but still functional. Soon he would see more of those, he expected.

"It's really you," said Rocket as he knelt down an arm's length away. He examined the link-phone he'd snatched away from Pavel before shutting it off and setting it aside. Half a dozen metal spheres rolled into his hand from a different pouch and rose into the air, spreading out to form a hovering ring a body length around Pavel. "Acoustical dampers. Your security system and comms are already down. Now we have privacy. H'llo again doc, it's been a while."

The otter in the armored harness padded over next to Rocket and stood up. They were about the same height and there was only one Uplifted otter as far as he knew. "And the Speaker for Uplifts. What do I owe the honor?"

"You know why I am here," Rocket growled. "You just couldn't stop, could you? Somehow you survived, and you'd already smuggled my dad out, so you just kept cutting even though you know fuck all about cybernetics. Without assistants you're just a butcher."

Lylla knelt down and rose, petting Comet as she held her. The house cat's tabby fur was interrupted by the cybernetic implants Pavel installed. All four legs, one eye and half of the tail were metal now. Each of her legs was a different length. Cybernetics, he'd learned, were a lot trickier to install without Osterman or Foster handing you just the right part at each appropriate moment.

A scalpel slid out of the tool kit into Rocket's hand. "I don't know how you survived. Last time we met I only kept you alive a few minutes. I'm a lot better with a knife now, though."

"Wait, 89P13," Pavel said from the floor.

"Rocket," the Uplift growled. "I'm not a Subject any more. Least of all yours."

"I have useful information," Pavel said, his voice speeding up and going higher pitched as Rocket approached with the scalpel. "We can make a deal."

"There's only one thing I want to learn from you, doc," Rocket growled as he raised the blade. "An' that's how long I can keep you screaming before it stops."

"Just a moment, Rocket," Lylla purred. "Let me get the cycler set up so he doesn't bleed out too fast."

"Good," growled the raccoon, whose eyes were cold and dead, just as Pavel would soon be. They were each so focused on each other that they were equally surprised when Lylla, passing by Rocket's left side with the blood pump, bent smoothly over in midstep and bit the raccoon's shoulder. She took the scalpel from Rocket's hand as he stumbled and went down, as limp as Pavel.

"Lylla, what're ya doin'," he growled from the floor.

"I'm sorry Rocket," Lylla said. "I can't let you do it."

The raccoon growled inarticulately, the paralysis taking away his speech, as Lylla stepped forward. When she looked down at Pavel he saw the cold resolution in her eyes.

"You almost destroyed my love before I even met him," she purred. "Not just by what you did to him, but what he did to you. I wake next to him and feel him shaking, hear your name. Even now, years later. What he did to you almost broke him. Almost turned him bad forever. I can't let him walk down that road again."

Her webby hand moved and the scalpel rose. "Even if it takes this to stop it. I'll make it as painless as I can, I promise."

"Lylla, no," Rocket growled. "He's mine."

"Speaker to Uplifts," Pavel Ernst said as the blade approached his neck. "I have vital information that will be lost if I die. Uplifts will die, Speaker."

The resolution in those dark eyes did not waver, but the blade stopped a fingerbreadth from his skin. "We will find it in your files."

"Personal encryption," said Pavel. "Guarantee my safety and I will give you the key. There are other labs, Speaker. I've corresponded with them and their location is in my files. Kill me and those Uplifts will be lost."

The knife moved away from his sweaty neck as Lylla touched her harness. There was a beep as recording started. "I, Lylla, Speaker for Uplifts, under Xandar law..."

"No," Rocket growled as he tried to rise. "He hurt Papa, he's gotta go."

"...guarantee the safety of Pavel Ernst, or whoever this man is in front of me, provided he unlocks his encrypted files and they prove to contain the information he claims is there."

"Good," Pavel said, and rattled off a long string of numbers and letters. "All three data nodes use the same key, but if you get it wrong more than twice they will self erase."

"I understand," Lylla said as she set down the scalpel. She pulled a stunner from her harness and sat down facing Pavel. "Rocket."

The raccoon climbed to his feet looking none the worse for wear. "On it, honey."

"What..." Pavel looked from one to the other as Rocket tapped keys rapid-fire on one data node after another.

"Got it," Rocket said a moment later. "Tons of data. Audio, video, contacts, addresses, personnel files." He popped a data crystal into a slot. "Making a backup in case it goes blooey."

"You can come in now," Lylla said to no one in particular, and from his bedroom appeared more Guardians. Gamora efficiently manacled his wrists and ankles and Drax picked him up effortlessly by his collar.

"I am Groot," said the four-foot tall tree.

"Yeah," said Rocket as he exchanged one data crystal for another in the socket, "I did want to kill him. But killing isn't everything. Sometimes the cost is just too high."

He slipped the crystals into a pouch and rose. "Groot, get these data nodes and stick 'em in Dad's stasis box. Gams, tell Pete we need extraction." The raccoon walked over next to Lylla and faced Ernst where he hung from Drax's grip.

"You're going to jail," he said. "That is 'safety'. Especially for you. Stay there. You ever get out, I'll be waiting with my surgical kit. And Lylla won't stop me that time."

And with that he grinned, leaned over and kissed the otter on the cheek. "Thanks, honey."

*****

"Stupid cat," Peter muttered. The cyborg housecat curled up at the foot of the hospital bed was temptingly close, but every time he extended a hand to pet it the ears went back and it growled. Even half asleep it wouldn't let him approach. "Look, I'm sorry I yelled at you for pooping on the Benatar, okay?"

Comet glared at him out of one real and one cybernetic eye. When he pulled his hand back she went back to washing her mechanical forepaw.

Her legs were the same length now, smooth and jointed metal thanks to work by Sanctuary's current class of cyberneticists. They had plenty of practice making mechanical parts for Uplifts of various sizes but had never made one for a mere animal until now. Just the same, they'd done a great job. Comet was completely comfortable with her metal legs and tail and treated them just as she would her flesh and blood ones. They even talked about putting synthetic fur on the metal.

"Who gives a cyborg cat sharp metal claws," he grumbled, and rubbed the bandage on the back of his hand. Comet seemed to like everyone. Everyone except him.

"Making friends?" It was Cleva, Doctor Foster's Xandarian head nurse. Once his only nurse, but now he had Sandy the Uplift cat and a couple of other humanoid assistants as well. Weirdly, Sandy looked a lot like a larger, anthropomorphic version of Comet.

"Not hardly," Peter said. "She doesn't like me."

Just then the monitor beeped and their eyes were drawn to the panel next to the hospital bed. Cleva reached for a control but Peter's hand was already there. Rocket had explained what everything did and much as the raccoon liked to poke fun at him he knew perfectly well that Pete knew his way around machines.

"He moved!" Peter watched the cybernetic hand on top of the covers twitch and the bed's occupant shiver in his sleep. And then the patient's eyes opened.

"Call Rocket," he said. "Call everybody."

"Dad," Rocket said a few minutes later as he stood next to the bed to take Papa's hand. Lylla was at his side and the remaining Guardians filled the room, along with Doc Foster. Mantis had Comet in her arms and was petting the half metal tabby cat.

"Do you know who I am?" Rocket looked down at his dad's face, now missing the burns and scars. Only a cybernetic eye, hand and a few exposed bolts revealed him as a cyborg. The staff at Sanctuary were very good at repairing surgical fuckups and outright abuse like Papa's.

"Rocket," Papa said, and there was a collective exhalation. It was a 50-50 shot for Papa to remember meeting them at all and it looked like they'd won the flip. "Papa better?"

"You tell me, dad."

"Yes, I..." Papa touched his forehead with his free hand, and stared at the much improved cybernetic member. Wonderingly he twisted his wrist and flexed his fingers. It was a thing of beauty, masterfully engineered and polished, with coarse-textured pads where a real raccoon paw's palm and fingertips would be. It was also the correct length, compared to the previous one that made him walk with a limp, and neatly connected to his forearm without reddened, angry flesh at the join. "This is better."

"I damn well hope so," Rocket said. "I made it." He collected cybernetic body parts. Everyone knew that. What Peter only found out recently was that he also made them and had various Rocket-sized bits already made "Just in case." Papa's new eye and hand were only two examples.

Papa turned his head, taking in the faces looking down at him. Paul Foster, Cleva, Drax sporting numerous bruises and scratches, Gamora with smart bandages stuck all over her, Mantis, Groot, Rocket and Lylla. Even Nebula a step behind her sister.

"Rocket..." he looked at his son, gripped his hand. "I'm better."

"What about master?" It was half an hour later and several Uplifts had joined Rocket, Peter, Papa and Lylla at an outdoor table. Papa was enjoying his new lack of pain and adjusting, rapidly, to his intellectual Uplift.

"He isn't anyone's master any more, dad." Rocket took a drink from Alyssum, the white ferret Uplift who ran the dining hall, and handed it to his father. "He's in jail. He won't get out."

A hundred feet away a circle of Uplifts were undergoing hand to hand combat practice thanks to Drax and Gamora. Drax demonstrated how to throw a larger opponent by rolling Breaker the grizzly bear over his hip and slamming her to the ground. She continued the lesson by twisting with unexpected speed, pulling him down and pinning him beneath her superior bulk. Gamora and Nebula were discussing battle tactics with several military and combat Uplifts including Sharptooth and Corpsman Foxtrot, the gray cat Uplift they saw the first time they visited Sanctuary. He was now the Nova Corps military liaison to the compound.

"What if he gets out?" Papa's mouth twisted with remembered agony as he reached for the drink. For a moment he shivered. "You said you would hurt him."

"Dad..." Rocket set down the drink within Papa's reach. "I know he hurt you. He hurt me too. He was one of the team who made me after you went into stasis. We're still trying to figure out how he survived when I..." His voice trailed off and his eyes went distant.

"Dad, when I got loose I killed everyone I could catch. Almost the whole team that made me. I got to 'master' and I had a knife. I kept him alive just as long as I could. When I caught him again two days ago...I'm much better at surgery than I was years ago. I was going to do it again. I was going to hurt him and keep hurting him."

He blinked back to himself. "Dad, I was going to do to him what he did to you. I could keep a man alive for months, years. I could do it now. Mangle him, keep him in agony, replace bits with metal. But then I had a dream. A nightmare. I was the one with the knife. I was the Master."

He reached out and took his father's cybernetic hand, the one he'd built for himself. "Dad, I did that once. When I cut him up the first time I was crazy. All I had was hate to keep me going. It almost turned me into a monster. Not just the way I look." He gestured at himself with his other hand. "But inside. When you torture a man to death it changes you. I was lucky, I met good people." He smiled fondly at Groot, nodded to Peter, nuzzled Lylla. "They brought me back, saved me."

He gripped his father's metal hand. "I'll kill, dad. I'll kill to protect myself or others. dad. But I won't torture. I know I promised, and I understand if you hate me for it. But I won't do that to a man. It's not who I am. Not any more."

The metal hand gripped his. Papa shifted where he sat and Peter noted again how...feral?...he was. They had replaced his faulty components and given him a better hand and eye, healed his burns and infections and scars. But he was still built like a real raccoon. Turning an animal into an upright Uplift took more than a day of work. They'd have to dismantle him and put him back together and on the rare occasions that had to be done at Sanctuary it was always the new Uplift's choice.

"If he gets out...you'll be waiting, right? Watching?"

"Dad, I promise. And this time I'll keep it. If he gets out, I will kill him. An' if I don't, Lylla or Gamora or one of the others will. He's never going to pick up a scalpel again, dad."

"Okay." Papa watched Drax throw Breaker against a wall that already had a bear-shaped hole and a smaller Drax-shaped one. "I'll want to talk about this more sometime."

"You got it, dad."

Paul Foster appeared from the clinic, accepted a frosted glass from Alyssum and sat down next to Papa. "I know we've met, Papa. But I wanted to say it officially." He shook the little Uplift's hand.

"Welcome to Sanctuary."

*****

"You didn't see my second victory against the bear," Drax rumbled to Peter. "She tore my clothing away with her claws, but I rolled her onto her belly and lay atop her until she submitted."

"Dude," Peter complained. "Too much information."

Rocket snickered, winked at Drax (carefully using the eye on the side away from Peter) and gestured with the hand on that side. Drax saw the hidden hand signal and continued down the script.

"Ah, but she is formidable. She replied by straddling me and bouncing atop me until I had to concede."

"All right already," Peter groaned. "That's enough about you and the bear."

"What," said Drax with a perfectly innocent expression. "I was merely talking about wrestling." He tilted his head a fraction to the side as though mimicking an confused Uplift. "What did you think I was talking about?"

"You and the bear!" Peter gestured helplessly. "Naked bear wresting. Bear!"

"An Uplift bear," Drax rumbled. "And if it were so, how would that be different than you and the askaviarian?"

"That was one time, man!"

Having milked the situation for about all it was worth Rocket drifted over to Lylla. It was night at Sanctuary and the Uplifts and staff were out on the lawn for a social mixer. You could see the cliques, the military and combat Uplifts chattering, the techies discussing trade publications and the latest things they'd made, the medical and social groups. More than a dozen species were represented including the enormous Uplifted walrus at the center of the tech crowd and eight-foot-tall bear schmoozing with the combat clique. Most Uplifts were smaller than human, but not all.

"Today I got a call from a reporter," purred Lylla. "She wants to do a story about Papa."

Rocket glanced at his dad. The feral cyborg was chatting with Alyssum and absently petting Comet, who was circulating through the crowd begging for handouts. "How does she even know about him?"

"She doesn't know he is your father. Just that he's the most abused Uplift yet and was rescued recently. It's a juicy story, but we'd have to give her some fake names and get a guarantee it's not released for several months. Nova is still squeezing information out of Ernst and we need time to hit the other labs he identified. One of them seems to be quite large."

Rocket's eyes narrowed as he did an internal calculation. Lylla, of course, noticed, but said nothing. "All right. I'll ask Papa. It'll be good, what's it called, public relations to let this out, right?"

"Yes, dear. It'll draw attention to how badly some Uplifts are treated. That kid's show makes things look a bit simple for us."

"Mm." Rocket leaned his head into the crook of her neck. "That's the third show they've made with me in it. Rocket and Groot, then Rocket and the Guardians, now this one with all the Uplifts. I should charge more for the rights."

Three, and that didn't count the, shall we say, adult versions of himself that'd appeared in various media. Uplifts were popular on Xandar now. Cute, fuzzy, very useful...it was a good thing they had rights now or else people would be making Uplifts as servants and slaves. Some civilizations did that. It never ended well.

"What a weird story," he mused. "Almost weirder than mine." They'd gone though the computer nodes. They knew the story now.

Pavel Ernst led an interesting life. Kidnapped from Earth along with two others by a bored Ravager band and thrown into an alien teleporter for fun. Or what they thought might be a teleporter, anyway. One abductee disappeared, one was reduced, according to the diary he kept, to a "nonviable state", and then there was Pavel. Or rather, the Pavels. Pavel 1 and Pavel 2, identical in every feature, right down to the memories.

When the little band of Ravagers was caught by local authorities Pavel 1 and 2 were freed, picked up by the Halfworld Lab as surgeons, and they in turn recommended other Earth doctors for kidnap. As a reward Pavel 1 and 2 alternated days, working half time for full pay. Pavel 1 (or maybe 2) met a sticky end thanks to a psychotic Rocket and a very sharp utility knife, and the other took what he had left, made a new life...and in his spare time, tinkered with Papa and took his anger out on the little raccoon.

"It's a juicy story," Rocket said. "Papa was sort of the start of it all. They worked on him and I got the next generation of cybernetics after they found some things that worked. Bad as I had it, Papa had it even worse. An' the other early ones...I barely even met them. They're all gone. It's a miracle Papa and I got out."

Papa was grooming Alyssum with forepaws that were fully functional hands when he stood upright, feet when he went on all fours. Maybe he'd choose to be made bipedal like Rocket. Rocket could go on all fours too and often did but Papa didn't have much of a choice. He was a natural quadruped and would remain that way unless he got a hell of a series of operations. Most Uplifts already had those by the time they got here but some hadn't and a few chose to stay feral, like Wal and his chest pack full of manipulatory waldoes.

Nebula and Kraglin, fresh from the Quadrant, were chatting with some of the tech Uplifts. A big-tailed black and white one that Rocket vaguely remembered giving some pointers was using Alyssum, Papa and Nebula respectively as examples of all internal cybernetics (The ferret didn't even have any bolts sticking out), mostly internal and mostly external ones. There were advantages and disadvantages to each, the skunk was saying. There were some really good techs here. None as good as him of course. Well, maybe Wal.

"Papa and Alyssum are hitting it off," he murmured. "Good for him. He deserves some happiness."

Lylla was nibbling on his neck, that old spot where her bite once killed him. It was so different now. He'd started out alone, angry and afraid, a bloody, murderous thing. Bit by bit, as one good soul after another helped him, he'd healed. Doc Foster, Groot, Pete and the gang, Lylla, and now Papa. He had so much more now than when he escaped.

"It's good to not be alone," he said, and Lylla smiled and kissed him.

He knew what was going to happen. He plotted the data points out. Lylla probably had too. He could do the math, but she knew people.

It was a juicy story all right. The most abused Uplift ever. They'd do a story about Papa and some eager young investigative reporter would dig into his background. Some of the information was out there if you knew where to look. With enough digging they'd put it all together.

Papa. Halfworld Lab. Papa's son. And the nameless surgeon who mangled them both. No matter how hard Nova tried to keep it quiet, sooner or later - probably sooner - Pavel would be identified as the man who hurt Papa. Pavel, by then in a prison full of angry men, men who thought of Uplifts almost as children. Prisoners, by and large, did not like people who hurt children.

Lylla knew. She could be as cruel as he was, when her family was hurt. She could pull levers and manipulate people into doing whatever she wanted. This time, she didn't need to do a thing. Neither did he. All they need do is nothing and it would all play out.

Rocket wouldn't torture men any more. And he hadn't killed Ernst. But he wouldn't save him, either. Papa would have a long and hopefully happy life now, and soon he wouldn't have to worry about 'master' escaping to hurt him again. Sometimes cruelty is a self correcting problem.