Wow! I'm now on chapter 4:) I hope you like it. Oh, and the hint from chapter 3 is revealed. There will be a bit of swearing in later chappies. And I've realized that I made Ben think a lot! Ben? Think?! Holy flip! And I've definitely noticed that I'm writing the word "female" heck of a lot. And "alien". And "girl". And "human". You get the idea. Since Grey Matter is going to be like Ben's age, I'm gonna make him a preteen. Thanks to those who have reviewed so far. :)

Once again, I don't own Ben 10 (ooh, that rhymes), and yadda-yadda-yadda.

Chapter 4: New Lives

"Where are we?" muttered Heatblast, his eyes blinking in confusion. The pain had left him, and he wasn't screaming anymore.

Then the memories flashed in his mind.

Oh no, he thought, worries filling his head. Heatblast was about to call for help, when he caught sight of a boy, under a table. He was unconscious, and he looked hurt. Heatblast, who was sitting on a floor of some sort, crawled over to the boy. He was about ten-years-old, and had brown hair and baggy clothes. That's when the Pyronite saw it.

On the boy's wrist was a device that was his prison.

The Omnitrix.

Heatblast gasped. This boy . . . this was Ben Tennyson, the holder of the Omnitrix, the one that used the aliens's powers for good, the one who had saved countless lives.

The one Ghostfreak had tried to possess.

The Pryonite thought about the Ectonurite. Ghostfreak was Heatblast's first friend in the Omnitrix, then XLR8, then Fourarms and so on. They both trusted each other, but their trust faltered when Ghostfreak told him his plans about possessing Ben . . .

Flashback

"What did you say?!"

Ghostfreak sighed. He was expecting this reaction from his friend.

"I said," he started again, "that I shall break out of this infernal prison and possess the boy that is the holder of the Omnitrix. With his body and the power of the Omnitrix, I shall hold power over this pathetic world."

"Are you insane?!' Heatblast exclaimed, which attracted the attention of the others. "Why do you want to do this?!"

"Because, my friend, I want my freedom," the Ectonurite replied. He put his 'hands' on Heatblast's flaming shoulders.

"Do you not see, Heatblast, do you not want your freedom? Do you not want power? Do you not want revenge on the boy who misused our powers? Do you want to stay here?"

Ghostfreak lowered his 'hands' to his sides and said, "My dear friend, I am offering you a chance at power, to rule this world alongside me. We can do it together."

The Ectonurite stuck out his 'hand', waiting for Heatblast's answer. The Pyronite thought about it. The offer sounded very tempting, but will he really enjoy having power? Will he enjoy hurting his friends?

Heatblast pushed Ghostfreak's 'hand' away, and replied, "No! I won't do it! It's just wrong!"

Ghostfreak blinked and sighed. "Very well."

And he floated away, leaving Heatblast to think about their conversation.

End flashback.

Ben groaned slightly, interrupting Heatblast's thoughts. He rubbed his eyes, and he looked around. Ben looked surprised to see Heatblast sitting in front of him.

"Uh, do I know you?" he asked, rubbing his head.

Heatblast was taken aback. "Ben, don't you recognize me?"

Ben shook his head, but something was twigging at the back of his mind. Where did he hear that voice before?

"It's me! Heatblast!"

The ten-year-old blinked a few times, before he found himself hugging the Pyronite.

"It's really you!' he said, sounding more like a question than a statement. "But . . . what happened to you?"

"What do you mean?" asked Heatblast asked, breaking away from the hug and scratching his head. He stopped. There was something on his head. It was . . . hair?

"I, uh, think you should look in the mirror,' Ben said, his eyes wide. He led Heatblast one of the cupboards, and he opened it, revealing a mirror on the inside. Heatblast looked at reflection, and he nearly dropped down in shock.

He wasn't the flaming, lava-rocked skinned, fire-like alien anymore. He looked like . . . like a human! His skin was tan and his body wasn't fire anymore. He had flame-red spiky hair that stood up, and his eyes were a reddish-brown color.

"Holy flipping crud, what happened to me?!" Heatblast cried, his hands touching his tan face. "Why do I look like a human?!"

Ben was about give an answer when he heard a groan coming behind them. Both he and the shocked Heatblast turned to see a girl standing there. She was about Heatblast's height and looked very fit. Her skin was pale and her hair . . . it was blue and the tips were black, and it went down to her waist. Her eyes were electric green, just like Ben's, and it looked confused.

"Where am I?" she asked, looking around a bit before her eyes rested on Ben and Heatblast. "Who are you?"

The boys just stared at this girl, before Heatblast, who started smiling like an idiot, ran to her and hugged her tightly as he could.

"Okay," the girl said, looking as if she would explode. "This is really hurting me."

Heatblast, still smiling, said, "It's me, XLR8!"

"XLR8?" said Ben, raising an eyebrow. "Are you telling me that this girl is XLR8?"

But Heatblast wasn't listening, as he was being hugged by the girl, who looked as though she never saw him for years.

"What happened to you? You're changed!"

"Ha! You should talk! Look at yourself in the mirror and you'll see."

Heatblast led XLR8 to the mirror, and the girl's jaw dropped when she saw herself. "What the heck's happened to us?! Why are we like this?!"

Ben replied, "Maybe I should tell you guys something."

Then came a scream from behind them in the storage cupboard, and more screams were heard. Ben, Heatblast and XLR8 rushed to the cupboard, and they were shocked to see the others there, but not as themselves.

Five boys and two girls were sitting there, all talking at once and screaming a bit. One of the boys was tinier than the others, about Ben's height, with shortish brown hair and yellow-black eyes, which undeniably belonged to Grey Matter.

Next to him was obviously Upgrade, his hair a funky combination of black and white, with green lines going through the black. His eyes was a green-black color as well.

No doubt the next boy was Fourarms, as his muscles gave him away. He had short reddish hair, thought not as dark as Heatblast's hair, and had only one pair of yellow eyes. He was very tall and muscular, as though he worked out everyday.

The next boy had fair skin, citrine-colored eyes and shiny crystal-like hair. He was handsome, and looked very serious. This was Diamondhead all over.

The last boy looked very wild. He wasn't speaking or screaming at all. Instead, he was sniffing the floor and growling a bit, like a dog. His hair was a wild orange color, very long and all over the place. His eyes were green and wild, focusing on the floor and his body went into a pounce position whenever he growled.
There was no trouble guessing that this was Wildmutt.

The two girls, like XLR8, were very pretty. One of them had shoulder-length blond hair with a hint of gold shining and her eyes were citrine-colored. Heatblast remembered seeing those eyes before when they were in the void. It was Stinkfly, all right.

Ripjaws was the girl next to her, with a mane of sea-green hair and bright violet eyes. She looked stunningly beautiful, like a mermaid.

The group stopped talking/screaming/growling and looked at Ben, mostly staring at the Omnitrix. Suddenly, they started talking at once, moving towards with him to get a closer look at him.

"Is that really him?"

"I don't believe it!"

"How could this be?"

"How come we're like this?"

"What happened?

"Grrr!"

"Do you know?"

When he heard that last question, Ben felt his cheeks go a bit red. Somehow he got the what happened, but wasn't going to explain yet. Not now. He'll wait for Gwen and Grandpa first, though he knew they would be dead angry.

I got to find that stupid monitor thing, and fast, he thought.

Meanwhile, Heatblast and XLR8 were bombarded with hugs and questions and comments about their new looks. The Pyronite quickly looked at them all and thought, Hmm, everyone's seems to be here, except . . .

"Benjamin!"

Ben gulped as he recognized the voice of his Grandpa. He and the "aliens" turned to see him and Gwen standing there, with angry looks on their faces and their arms crossed.

"And what were you doing in the storage cupboard?" Grandpa asked, his eyes narrowing.

"And who the heck are these people?" said Gwen, pointing at them. She sounded just as angry as her Grandpa.

Ben gulped again. He wasn't usually this scared, but the looks on both their faces filled him with fear. Just then, he heard a sound coming behind within the cupboard. Grandpa, Gwen, Ben and the others turned around. What was in her hands made the ten-year-old boy's eyes widen with shock.

Standing there, holding a now broken monitor with a little smoke coming out of the shattered screen, was a girl. Her raven-purple hair and dark, dark eyes made her pale skin look luminous. She didn't look like the smiley-happy-nice type. She was scowling, and her unblinking eyes were on Ben.

"I believe you have a lot of explaining to do, Tennyson," she said, her voice sounding cold.

Heatblast did a double-take. Her voice sounded ghostly and threatening. It sounded like . . .

Could it possibly be . . .?

The Pyronite could utter only one word, or in this case, one name:

"Ghostfreak?"

Da da da! I was evil for making GF a girl, but anyway. And the when I wrote that bit about HB uttering one word, I was not really sure about it, cause Ghostfreak is two seperate words, so sorry about that.
Reviews are welcome:)