Note: first fanfic, will improve as I go along, I have been a gamemaster on my past RP site so the action should be good, and I do not own Ben 10 or anything that is remotely like Ben 10.

AUTHOR'S NOTE OF GLORY: Welcome to my first and still continuing fanfic! For those of you just starting, I welcome you and I hope you enjoy one of the first Ben 10 fanfics of the internet. And, just to clarify here, I have taken the liberty to start fixing the random grammatical errors and poor storytelling devices seen here. I feel that I have improved enough with my English that it is time to recall the past and fix it up. If you don't see a "author's note of glory" in the early chapters, chances are that it has not been edited. I should also mention that a lot of self will not be canonical to the series since this was made early on in Season 1. I hope you all enjoy, "How the Omnitrix Came to be!"

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Upon a solar system distant from our own, lies a mostly green planet that was covered with conifer-like forests and tall, steep mountains. Deep blue oceans surrounded the island continents, basking them with minerals, warmth and water. The planet was calm, cool and considerate, with little modern alien civilization anywhere; it was ripe for adventure and for knowledge. It was known as Vulpin.

What modern civilization was there was surprisingly a school. Though relatively young compared to other, more famous alien schools, this one had already made a name for itself. The Petrosapian Academy (named after the folks who financed and ran it) was destined for victory and promise. It was just before sunrise in the school, and the first glimpses of movement were coming, to greet the cloudless day.

In one of the dorms of the school lies a curious student. He was not made of flesh like you or I was but of electricity and liquid metal. His name was Upgrade, and he was asleep….sort of. His body was in sleep mode as he recharged his energy from the previous day of training. His single eye was closed and he was on his metal bed with the recharger latched onto his chest.

Blissful sleep.

But suddenly, his internal alarm clock went off waking him up. His eye shot open as his sensors booted up. He got out of his cold bed and stretched, almost grazing the ceiling with his lanky arms. He looked outside to see if the sun has risen yet. He peered outside the window and saw the golden rays of the sun just peeping over the forest which surrounded Petrosapian Academy.

Upgrade was in a very special school. Not a kind of school where you learn mathematical equations and English. True this school taught that but it also taught something else instead.

Fighting.

And tons of it. Strategies, weapons, tactics, you name it. The fellow students would train their bodies to improve their endurance, to increase their strength, to be the best.

But these weren't ordinary students. These were students that were from different planets, different solar systems and different sectors. These were the best alien student fighters around and they were here for one purpose. To be the best solider.

Upgrade started making his bed. Early to bed and early to rise makes a biomechanical being healthy, wealthy and wise.

A snort from the corner. Upgrade turned to see Grey Matter still sleeping in his tiny bed. He snorted again and turned on his side. Even in bed he was acting like he usually did. Loud and full of energy, not like your typical Galvan. Upgrade smiled inwardly as he remembered the first time he met Grey Matter.

Several months ago…

"And I want you all to be very clear!" shouted the head master who was a Petrosapian, "this is not a camp! It is a school that trains you hard like little buggers! You better work your rear ends off because we're not going to kiss it! Ya' hear me, you freaks!"

"YES SIR!"

"GOOD! Dismissed!"

Upgrade quickly stood up and saluted the Petrosapian. He slouched back down, not looking forward to this at all. His wondering, ring of an eye gazed both hopefully and sadly across the solemn faces of the students. He wondered if he would find any friends. He doubt it, he was still young in this world. Barely a year old. He finished his traversing gaze and he walked quietly out of the building and picked up his precious few belongings. He then ambled slowly along the abysmal campus to his dorm.

The headquarters are divided into two sections, one for female and one for male. The buildings themselves were then designed to support certain aliens and their characteristics. Tall aliens like a Tetramand would get bigger rooms while others were assigned rooms more suited to their home climate.

Upgrade walked into building 11A (it had yet to be named, the Academy was still young after all) and he stopped at the front counter and waited patiently for the receptionist to come by. Finally, after 10 minutes, the receptionist came over to the desk.

"Name?" she grunted.

"Upgrade."

"Les see…..ah! Room 13L. Shared with Mathew Adams. Heh, good luck with him."

Upgrade did not know what she meant by that but he just nodded his head and headed to his room. After 15 minutes of getting lost and then finding his way again he found his room. From the distance he heard voices.

"Now Mathew darling we want you to take care of yourself when you are at school," exasperated a tiny but shrill voice.

"Yes son," said another tiny but less shrill voice, "it is important to know that you are the one that made this choice, and you are lucky to have enough guts to do this."

"ALRIGHT!" yelled another tiny voice. "YOU TOLD ME THIS A THOUSAND TIMES! I'M SICK AND TIRED OF HEARING THIS AGAIN AND AGAIN! AND CALL ME GRAY MATTER NOT MATHEW! GOODBYE!"

Upgrade knew it was not polite to listen but he couldn't help it. He was surprised to see that the voices were coming from his room. Even more, that it were Galvans that were talking. Small fidget-like creatures who can be scared half out of their wits if frightened.

As he passed the mother and the father who were heading out of the door one of them said, "that's our boy".

Upgrade was afraid to go in but forced himself to do so. When he got in he saw Gray Matter organizing his room, cursing and muttering to himself.

Upgrade cleared his throat (even though he didn't have one, he picked that trait up by observing other people do it), "um…excuse…um….I'm going to be your roommate…"

Gray Matter turned towards his direction and sized him up. He seemed to study him as he looked across his sleek body.

"Hey…your one of those biomechanical things from Galvan B, aren't you? Phhht. Lucky. You don't have to deal with family issues."

Upgrade suddenly felt sad (a trait that he picked up not to long ago). "Yes, I do not have what one might call a family. My mother is not related to me and my siblings are all rejects who weren't properly formed. There are few of my kind that are as complex as I am."

Grey Matter smiled at the liquid-like alien. "My friend, you do not have to worry about being alone! I'll be your friend! Hey, you want to play some Humanoid?"

Upgrade brightened up. "Humanoid is one of my favorite video games! I bet I can beat you!"

Gray Matter laughed. "Alright, but I want you not to morph with the controller otherwise I'll beat the stuffing out of you!"

They both laughed and from that day forward Upgrade was not alone.

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Grey Matter tossed and turned in his bed again, the sun rays were now poking through the window but he was not ready to give in yet. His clock was the alarm, not the sun.

Upgrade smiled to himself again as he viewed Grey Matter's sleepy battle. Turning back to the window, he watched as everything began to bloom in with color and life.

Today was going to be another great day, and, as Upgrade optimistically knew, it was another great day to be alive.