Ok so this story has been rooting around in my mind for a while now, so it's going to go onto full on flashback mode for at least two chapters and then it's going to come back to present day, but because the flash back isn't short but very long, it's not going to be in italics.

Sherman whimpered his back against the door to the warehouse that he and his new 'friend' had escaped to, something from the outside trying to get in. It was casing the door to rattle and shake.

Sherman's school vest was torn to shreds, his pants were covered in mud and leaves and little bit of blood was trickling down his neck from the scratch on his face. Sweaty and dusty Sherman shut his eyes, scared of whatever was on the other side of that door that was trying so hard to get in.

"Ben! Hurry!" He cried for his new 'friend' to hurry up. The door pounding even harder against his back, it was getting close to giving away on the boy. He, Sherman, yelped loudly when the door actually managed to open about two inches. He saw the inhuman claws try to claw its way inside, seeing a chance, Sherman managed to slam his back against the door with all his might, smashing the monster's fingers between the doorframe and door. He heard it's inhuman like screech.

Benjamin came running back, Sherman felt icy cold grip him when he realized that Ben had nothing in his hands. Ben ran pass Sherman, Sherman turned his head and watched as Ben ran up to a metal desk that was placed next to the door. Watching the other boy push the desk with his back towards the door. Sherman quickly got off of the door and ran to help Ben push. By the time the monster managed to free it's finger's the desk was in place.

"That's not gonna hold for long, C'mon!" Ben said, breathing heavily. He then ran towards the next room, luckily, the warehouse was empty, either abandoned or just empty for the time being.

"Do, you mind telling just what that thing was!?" Sherman demanded as he ran with Ben.

"Werewolf." Ben said simply as they raced upstairs. A loud clash sounded from down stairs followed by an angry roar. Ben grabbed Sherman's hand and ran faster up the stairs. Getting to another room, he, Ben, slammed the door behind him. No desks this time.

"Quick! get the chair!" Ben yelled, this time his back to the door as it rattled and shaked violently. Following orders, Sherman grabbed the chair, Ben placed it under the door knob and then ran towards the one window in the room.

"We have to jump." Ben said, out of breath, as the other boy wiped his brow with his arm, Sherman quickly looked at him, his mouth opened in agape.

"ARE YOU NUTS!?" Sherman screamed at Ben. The chair faltered and soon the door burst open, the beast roared loudly again. Sherman felt his hand be grabbed and before he knew it, he felt weightless, he watched as the ground drew closer, shutting his eyes, his mind flashed before his eyes, he wished he could tell Mr. Peabody he loved him one last time.

"Oof!" was all he could say as he landed on something soft and bouncy, a mattress...what in the world was a mattress-

"GAH!" Before he could finish his thought, something heavy landed on him, causing him to scream out and clutch his stomach.

Ben blinked and then smiled.

"See that wasn't so bad." Ben told Sherman, getting off of the boy.

"You aren't the one with who just had your stomach rocket into your throat." Sherman groaned.

"C'mon, before it gets us!" Ben yelled grabbing Sherman's hand again, him and the ginger boy started running down the darkened alley that was only lit by the dim yellow street lights. Sherman sighed deeply, he really had to wonder how this even happened in the first place, he hardly knew Ben! Ben just came to his school that day! Now he was running from creatures that shouldn't exist with this boy! How in the world did this all happen?

-Full on flashback transition-

"Class, we have two new students today, I want you guys to give a nice big warm welcome to Benjamin and Guinevere Greenbloom!" The teacher introduced the two kids, there was a small clap that circled around the class but it didn't exactly feel warm and welcoming.

Sherman looked at the two, Guinevere looked to be, like everyone in the classroom, seven maybe eight years old. She had long brown hair that swept well passed her shoulders she had a smile plastered on her face. She looked so happy to be here, she around Penny's height and maybe even the same weight as Penny. Then, there was her brother.

Benjamin, he looked normal, poofy black hair, pale skin. Really pale skin, like he doesn't go out in the sun at all. He looked...older than most of the students in the room, everyone looked around seven or eight, Ben looked like he was ten. He was tall, normal body size and weight. He had on a blue hoodie over his school uniform, that was kind of odd concentering the fact that it wasn't even cold out.

"Benjamin, Guinevere, why don't you two tell us a bit about yourselves. Now, you two aren't really siblings, is that correct?" Mrs. Coal asked them, that caused a bit of a stir around the class room. What were they then? cousins?

"No, we aren't, you see, Benny here was adopted by my dad just a couple of months back!" Guinevere said happily, Ben looked almost embarrassed, Sherman watched as his eyes darted down towards the floor and he kicked a the air a bit. Guinevere then threw an arm around Ben's shoulders and drew him into an awkward looking half hug. That made Ben smile and Guinevere smiled back.

"Oh, that's nice, Ben, where did you live before you were adopted by the Greenblooms."

Ben spoke, his voice threw everyone for a loop, when he spoke, his voice actually had an accent to it, Sherman guessed it was a British accent.

"Oh, uh, you, uh really, uh, don't want to know." Ben said, as he smoothed out his sweat jacket.

"Sure we do!" Mrs. Coal told him happily, a few of the students, whose interest where peaked by the fact that he was refusing to tell where he last lived nodded as well.

"No, Mrs. Coal, you really don't." Guinevere said this time, the teacher just waved her off a bit.

"If it was an orphanage, there's no need to be shy, why I think Sherman lived in an orphanage at one point."

Oh sure, bring Sherman into this.

"Yeah, for like a month, but I was just a baby, I don't remember it." Sherman grumbled to the teacher, Ben, seeing no way around this awkward conversation, sighed heavily.

"Fine. I was homeless. I lived well, nowhere, on the streets I guess."

Oh boy, did that shut Mrs. Coal up. The teacher, opened and closed her mouth then awkwardly pushed her glasses up.

"Oh, I see...well...I'll just give you two your seats then..." She said, trying to react calmly to the news she just heard.

"Told you, you didn't want to know." Ben said with an eye roll, he then crossed his arms and stood there. After a few minutes the teacher gave them their seats, Sherman had to wonder if she picked the seats on purpose. Guinevere got near the back of the class, and Ben, well Ben got to sit next to Sherman. The two just looked at each other, nodded and then went back to focusing on class.

Before Sherman knew it, it was time for lunch, good he was starving. Getting up from his seat, he started to walk. He then felt a hand on his shoulder, looking up he saw it was Ben.

"Hey! Sam is it?" Ben asked.

"Sherman."

"Ah, Sorry, no good with names..."

"It's alright. Truth be told, I'm not good remembering names either."

That caused Ben to chuckle, he looked up and smiled.

"Looks like Guinevere found a friend already." He, Ben, said as he noted his sister with Penny.

"Oh, That's Penny...Can I ask you something?"

"Does it have anything to do with me being homeless?"

"No."

"Ask away."

"How old are you?" Sherman asked, that got him a look from the other boy, followed by another smile.

"So, it's obvious that I'm a little older, huh?" Ben asked, rubbing the back of his head awkwardly as they walked towards the cafeteria together.

"You're a giant compared to the rest of us." Sherman said, a small smile on his face, Ben blushed a little at that.

"Ah, Well, ok, I'm ten, You see. I had to be held back a couple of grades because of the fact that I was...you know."

"Ah, gotcha, so you where homeless for that long, eh?" Sherman asked before he could stop himself, he quickly slapped his hand over his mouth. "Sorry, sorry, ignore that question." He told Ben quickly waving his hand.

"Can't ignore it, you already asked, yes, I was homeless for...a long time." Ben told him, they opened the doors to the cafeteria, a slight silence between them. Sherman then smiled.

"Would you like to sit with me and my friends?" Sherman asked him, Ben blinked then nodded, a small smile on his face.

"Since you asked me about being homeless, I get to ask a personal question about you." Ben said as they sat down, Carl and Mason looked up at Ben, but said nothing to him, just yet.

"Sure, ask away."

"How where you adopted?" Ben asked, taking out his lunch box, Sheman laughed as he laid his own lunch box on the table.

"That's not personal! Almost everyone knows how...Ok...I was found in a box."

Ben gasped slightly at that. Sherman, Carl, and Manson only laughed at him.

"Please, it's alright, As far as I can remember, I lived with Mr. Peabody. You know he still keeps the newspaper hanged on the wall?" He asked Carl and Mason, that confused Ben a bit.

"I think my dad remembers that day, he said his favorite newspaper when that happened was 'Doggy wants to be daddy.'" Carl said with a giggle, it caused Sherman and Mason to just burst out laughing, then there was Ben, just beyond confused at this point.

"Ok, I'm confused." Ben said as Sherman took a bite of his lunch. Then with his mouthful, Sherman spoke.

"about what?"

"Everything, I mean, Newspapers? Doggy wants to be daddy? what?"

Sherman took another bite, and, with manners that would surely get him scolded by Mr. Peabody, spoke with his mouthful once again.

"You dom't mo? Ma da's a 'og"

Ben sighed heavily.

"Say that again, please, but this time, finish eating so I can understand you." Ben told him, Sherman nodded, chewed his food quickly, swallowed, then spoke again.

"My dad is a dog."

"That's not a nice thing to say about your dad."

"No, you don't understand. He is literally a dog."

"..."

Ben only blinked, and raised an eyebrow at this. Sensing Ben's skepticism, Sherman reached into his pocket and pulled out a picture.

"I like to keep this on me, this and the whistle he gave me." Sherman told Ben as he unfolded it. It was just a normal picture of him and Peabody standing beside each other, Sherman's arm around the dog's shoulder's, both smiling at the camera. He showed it to Ben, he watched as the other boy's eyes just widened in disbelief.

"Wow, I've seen a lot of strange things, but this...this takes the cake and eats it." Ben said.

Sherman laughed, an awkward laugh.

"Takes the cake and eats it, hahaha...I don't get it..."

The bell rang, lunch was over, it was now time for recess, kids ran out, Carl and Mason turned to Sherman, waiting for him.

"You coming, Ben?" Sherman asked the black haired boy, Ben shook his head.

"No thanks, I think I'm going to the library, I need to research something." Ben told him as he packed up his lunch. Sherman shrugged and ran off with Carl and Mason. Ben sighed and then smiled.

"A talking dog, I wonder what the professor can make of this..." Ben mumbled to himself as he left for the library.

End of this chapter I enjoyed making it.