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: Sorry Satsu, the chapter was too long to put Heatblast in, but I'll guarantee that he will be in the next one.

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Wildmutt could hear them quite well, there were twenty of them. Five from the east, five from the north, six from the south and four from the west. The carnivores were circling the aliens, drawing nearer and nearer, their hot bodies pulsating with blood as their hearts beat quickly. He was glad that he can finally do some real playing.

Four Arms was nervous,

How in the world can we beat twenty of them when were out numbered 5 to 1? Crap, I should have trained harder and listen to XLR8.

His muscles tensed as his heart started beating faster.

Which one of them will strike first?

Upgrade was shaking hard.

I can't do this! I am worthless when I face against nature! Curse my biomechanical body! Oh well, if I have to die, might as well die fighting. Must get psyched up, be the hero in Humoniod. Be Jack Smith and his intelligent ways. Yes! I shall win against the evil Communs! Wait…unlike in the video game….if I lose a life…I'm done for….

Grey Matter's mind was working fast.

Okay, think now…what are these creatures disadvantage? They can't see, and they have a strong sense of smell and hearing. So if we can turn their advantage into a disadvantage we could win. But how? Where can we get that kind of technology all the way from out here!

He looked at Four Arms' backpack.

Maybe…

Suddenly, two of the creatures leaped out of the forest and toppled Four Arms over, he was able to shove both of them off and was able to get back up. With quick reflexes he picked both of them up and slammed them together making a bone crunching sound as their bodies made contact. He then hurled their limp bodies into the forest.

"TWO DOWN!" he yelled. But this brief triumph was quickly squashed as all of them leapt from the forests. Wildmutt jumped and tackled one in mid-air. As they were fighting they slammed onto the leafy ground, rolling around on top of the dirt. Wildmutt slashed at his enemy leaving blood everywhere, with another tackle he brought the creature down.

Grey Matter was having not as much luck. He dodged all the falling paws that came from the sky but it was of no use. One of them finally pinned him down, the creature opened its gaping mouth and swallowed him whole.

"NO!" Upgrade knocked down one of the creatures and ran up to the one that swallowed his friend. As he was running he yelled, "give him BACK!" he gave the creature a swift kick to the side making him spin through the air. As the creature landed, Upgrade himself jumped in the air.

"BODYSLAM!", Upgrade slammed on top of the creature making him throw up Grey Matter and knocking the creature out.

"Bleah!", said Grey Matter who was covered in bodily fluids, "If I have to go back in there again I'm going to kill myself."

Upgrade picked him up, "my friend it is not safe for you to be by yourself."

"Shut up." He replied.

Grey Matter looked at Four Arms, who was battling several of them at once.

"Upgrade throw me to Four Arms' backpack!"

"Right!" Upgrade said as he was kicking another of the creatures. He threw Grey Matter towards Four Arms. He landed on him and climbed into his backpack.

"Hey little dude!" yelled Four Arms as he was punching a creature that was glued on to his leg. "what are you doing!"

Grey Matter did not hear him because he was deeply concentrating. He looked around his backpack trying to find it.

If this guy really is a foolerounder then he should have a….

He saw it.

Bingo.

Upgrade jumped out of Four Arms' backpack with a music player in his hands.

"Upgrade, catch!"

He threw the Music player towards him, Upgrade was about to catch it when one of the creatures jumped up and caught it in its mouth.

"Damn! Get back here!" Upgrade started chasing the creature around.

Wildmutt was faring better than the others, after he punctured the neck of one of them he easily took down another by doing another head butt. He gave an almighty roar to show his victory and his strength. He was about to continue fighting when the leader of the dark green creatures approached him. His brother.

Four Arms jumped up in the air, because of this sudden movement, Grey Matter fell off of him. Meanwhile Four Arms came crashing down doing a mini-earthquake with his four giant hands. This intense shaking sent everyone off balance including Four Arms. Four Arms was the first to get up, he got back into a fighting position when he saw something.

A green flag.

Wondering what that was doing all the way out here Four Arms picked it up. But he could not wonder any longer for one of the creatures jumped onto his back digging its claws in. Four Arms screamed as it tried to get it off of him.

Upgrade was the next to recover from the mini-earthquake. He ran over and kicked the creature that had the music player, he picked it up and smiled.

"Payback time."

Meanwhile Wildmutt was having a stale mate with his brother. They snarled at each other as they rolled around the foliage. Claws were flashing in the air as teeth were trying to bite into their opponents flesh. Wildmutt kicked his brother and was able to get back onto his feet. His brother looking at him with rage.

Over the loud battle a voice cried out, "Four Arms! Pick up Wildmutt and hold his ears."

Four Arms was about to do so when he suddenly called out, "Why!"

"JUST DO IT!" screamed Upgrade. Four Arms did as he was told and picked Wildmutt very carefully, he then held his ears. Upgrade then morphed with the music player, his body melting into it as his veins became wires, his nervous system became electricity, his brain became a computer chip. His body became more boxed like, his arms grew rounder and rounder and flatter and flatter. He became a boom box.

He tuned in to the nearest radio station and started playing music. Slowly he would turn up the music louder and louder until it was almost ear splitting. During this time, the creatures were preparing another attack, however, since the sound was far too great for their hyper-sensitive ears they retreated back into the deep forest.

Upgrade reverted back to his original form,

"Yay! We won!" he jumped up in the air and did a victory dance. But a thought struck him,

"Hey, where is Grey Matter?"

Four Arms was about to respond but one of the creatures who were knocked out started doing odd retching movements, it quivered back on its feet and threw up Grey Matter. The creature then fell down again.

Grey Matter himself tried to stand up again but fainted. Upgrade picked up his tiny friend, he turned to Four Arms,

"Lets get out of here."

Four Arms nodded, he picked up XLR8 carefully, and the two started walking back to the campus with Wildmutt happily skipping along.

When they got back to the campus, Upgrade and Four Arms carefully set down their knocked out comrades. Four Arms then set down his backpack and took out a spraying bottle.

"This should wake them up." He said.

He sprayed the formula onto their faces. Nothing happened for fifteen seconds then the two of them started waking up. Their eyes blinked opened, they looked calm for a second but that was about it. XLR8 sprang to her feet.

"What happened! Did we win! I can't believe you dorkssss are still alive! Please tell me did you get the marker or the flag!"

She spoke very fast, and was shaking very hard. She looked at Upgrade and Grey Matter.

"Please tell me you got the flag!"

The two of them shook their heads. XLR8 fell down to her knees crying.

"NO! I have failed! I can not graduate now in the highest position, I'll be a failure to my kind. They shall hate me forever, cursesssss! WAHHHHHHHHH!"

Four Arms never saw XLR8 cried before, for once he felt bad for her and that she had to team up with us. He looked down to the ground and put his hands in his pockets.

Hello, what is this. He thought.

He pulled out a dark green flag, he must have put it in his pocket without knowing it. He looked at the flag and then to XLR8. He held out the flag to XLR8.

"Is this what we are looking for?"

XLR8 looked at the flag, and then she jumped to her feet.

"Where did you get thisss!" she said trying to wipe the tears off of her blue face.

"Uh…I found it."

"You. Found it."

"Yeah sure in the forest. I guess we can stay here. We can still be a team!"

XLR8 cried harder.

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IMPORTANT NOTE: I am going to be extremely busy this week so it will be a while before the next chapter comes. I know you are eagerly waiting for Heatblast, but I will guarantee he and Stinkfly will come in the next chapter.