Sorry it took awhile for this one to come. No introducing new characters in this chapter. Sorry to disappoint any of you alien fans out there. Oh well.

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.

IMPORTANT NOTE: not really just want to grab your attention. During this time XLR8 does not have her gear on, and Four Arms is wearing a backpack.

-Heatblast is not dead. That was just one of his kind. 

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Grey Matter smiled to himself.

Aww…one of the useful advantages for Upgrade being friend. Transportation!

He sat on the shoulder of the walking liquid-like alien as they (or rather everyone except Grey Matter) walked through the dense forest. It has been thirty minutes since they left the campus, and no one had spoken yet. Grey Matter liked it like that, it gave him time to think, to plan, to humble his little self. He was daydreaming about who-knows-what when he was finally given a wake up call from his mind from Upgrade.

"Well, now that we are a team, we should get to know each other, I am Upgrade and my buddy here is Grey Matter, what's yours?"

XLR8 said nothing. Four Arms though suddenly looked smug.

"My name is Prince Four Arms. I will soon be king of my country, and my people. I am looked highly upon by my race and by XLR8's race. I am the best of the best and my father, the king, looks upon me proudly. I am smart and can win at any battle. This is my royal pet Wildmutt. Who is the strongest of his kind around."

"WOW!" exclaimed Upgrade.

Grey Matter didn't buy it.

Prince eh? He may be a prince but that's it. Upgrade my have fallen for your trap buddy but I can tell you're just a regular foolerounder.

"…and I have several fiancés waiting for me when I get back home. All of them as beautiful as a flower."

"Really! That is so cool!" replied Upgrade. "Do you wish sometimes that you just had the life of a regular person instead of having royal blood?"

"(Snort!)"

Grey Matter looked up to see who said that. Apparently it was XLR8 who still hadn't looked at them yet. Four Arms looked annoyed and said,

"Would you like to say something XLR8?"

XLR8 stopped by a tree. She turned around to them, they too stopped.

"Prince Four Arms there wants to be a doctor."

"Really?" enquired Upgrade who was scratching his head with his thick finger. "Why?"

Four Arms looked embarrassed, gone was his look of power. He suddenly looked like a child who was telling his parent the awful truth, he was twisting his hands back and forth with his head hunched down.

"Yeah…I want to help save lives and not kill them. Though wrestling is fun, I would never kill."

XLR8 walked up to him. Keeping the same look she had since they left the campus.

"I still can't believe that a member of your species wants to help lives and doctor them. Above all, to help the weak."

Grey Matter then said, "Why is that strange?"

"It is strange because on our planet, the two races are divided into two categories." She pointed a blue finger to Four Arms, "His kind are the best for ruling and for fighting, since they are strong, brave, and know what is best for their kind." She then put her hand on her chest. "My race on the other hand are more of the working class, they provide the food, the money, the medical aid, etc. Also since we are not bad fighters ourselves, we are sometimes hired to be royal guards, such as in my case."

"Grrrrrrrrr…..rarghhhhhhhhh…"

They turned around, apparently Wildmutt lost interest in their conversation and started chewing up a dead animal. He was wrestling to tear off the leg but it would not move, so he had to settle for the stomach instead.

Upgrade turned away from Wildmutt and spoke to her.

"I don't get it. Why is that such a big deal?"

XLR8 looked like she was slapped in the face, "THE BIG DEAL? It is like an insult for him to become a doctor! It is so embedded in our genes to become who we are! We honor the positions that we are given by the high command. But he" she yelled pointing her finger again at Four Arms, "Destroyed that honor. He became something that everyone despised. It was a disgrace to him and to his royal family!"

She was now boiling, she turned to Four Arms and screamed, "Why can't you be more like Diamond He-"

She stopped, her face expression changed from rage to a concentrated look. She got into a fighting position.

"We're not alone."

Wildmutt knew it too, he also got into a fighting position with his back arched up and his fur on end. Grey Matter and Upgrade looked around, they couldn't see anything in the dark forest but they heard a twig snapping. Grey Matter looked around some more frantic to spot them.

"I don't-"

"Shhhhh." Interrupted XLR8.

They waited and they heard the sound of growling, and out of the forest came two hairy creatures. They looked like Wildmutt except they were dark green in color.

"Bring it on furballs," said XLR8. She got into a leaping position when all of a sudden, two other creatures jumped from the trees and landed on top of her. The projected weight of the two of them made her slam to the ground.

"Grrr….get off of me you furballs!" she kicked one of them in the side and was able to heave the other one away. But a third one came from the trees and head butted into her making her fly through the air and with a loud crunch, into a tree, knocking her out.

Crap, Thought Grey Matter. The four aliens looked around and saw that they were surround by twenty of them.

"So Grey Matter" said Upgrade, "Got any ideas?"