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: So I did some calculations on how long the story is going to be. I came down to the conclusion that it is easily going to be more than twenty chapters long.

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Upgrade was looking down at the pool that was shimmering in front of him. He was wearing his swimming trunks and had his goggles on.

Thank the creator that I was given water proof skin., he thought.

He looked to his left, other classmates had their swimming gear on, Upgrade look down the line further, there stood a student who looked like she was made to swim in the water.

Typical, he thought, she probably signed up because it was going to be an easy class.

At this school, it was required for a student to sign up on any extracurricular activities. Naturally, he chose water since he was a good swimmer and loved to swim.

He looked at the instructor who was walking behind them,

"now I want each and everyone of you to swim to the other side and back in less then 5 minutes, if you can't achieve this goal, your going to have to do this exercise again!"

Upgrade sighed, so much work, so little time. He got into a diving position, ready to spring off from the side. The instructors voice rang out against the auditorium,

"ready, begin!"

He blew his whistle. At the sound of it, Upgrade jumped in and started swimming as fast as possible. His large hands pushed back the water that blocked him, he kept surging forward every time he took a stroke. The water would slide off his skin like glass as he sped through the water. After much stroking, Upgrade finally reached the side. He turned around and saw the marine like student already swimming back to the other side.

Dang she's fast. Thought Upgrade, he touched the wall and swam back to the other side using the same moves as before, he reached the wall worn out.

"All right you swimming maggots!" cried the Instructors voice, "lets now try back stroke!"

Upgrade groan, maybe this was not as easy as I thought it was. After an hour's work of swimming Upgrade was pooped. With what little strength he had left he went up to the marine student. She was already packing up her swimming gear as he held out his thick hand.

"You're a very good swimmer. If we had tournaments, you could easily beat one of us!"

She looked at him, her beady red eyes studied him for a moment, she then nodded and went back to packing up her swimming gear.

"My name is Upgrade, what's yours?"

He was caught by surprise by her voice he thought it would sound light and soft but instead it was the complete opposite. When she spoke, her throat sounded deep and guttural. Even though she uttered one word, it sounded loud and harsh.

"Ripjaw", she said.

"Oh…," said Upgrade taken aback by this tone in her voice, "uh…nice to meet you…".

She did not respond to his comment, feeling a little timid from her present he quickly and quietly left.

Ripjaw looked back up on where Upgrade just stood.

Thank goodness he left, what would I say? Gah, never really was good with strangers, don't know what to say what to do! Oh well, luckily I'm not the leader of my group, I have good old Blizzard and Diamondhead with me. They can protect me, and tell people off.

She looked at the clock while she was picking up her backpack.

Got to get going to the meeting, don't want to be late. Otherwise Diamondhead would be angry…or at least Yang would be.

She started walking fast through the slick auditorium. Her claws would sometimes hit against the hard floor making a loud clink!

Down the hallway, through a door, down another hallway and out the main door. She breathed the fresh air that slapped at her face, she started walking again to the spot that their meetings were usually held, under a large tumtum tree.

She stood at the spot waiting.

Hm, that's odd, they are usually here by now…wait…

In came running Blizzard, she panted as she ran right to where Ripjaw was standing.

Ripjaw always found her looks both interesting and appealing. Her skin was that of a light bluish color. Her long hair was that of brilliant white, her eyes were that of a deep blue ocean, and she looked dainty in appearance. Despite of her originating from the same planet and have the same ancestry as Diamondhead's, her body built could hardly be more different. Interesting how these things happen.

"Sorry I am late!" she said panting, "class sort of held me back."

Ripjaw replied meekly, "It's okay."

Ripjaw looked around, "Where's Diamondhead?"

Blizzard went off in a frenzy.

"Oh you know him, one moment he wants something, and the next he hates it. Wait…" she held up her hand clearing her throat, "let me try that again. Well basically, yesterday he was all hyper and wanted to have some fighting done, and he did not want to beat up me so he went to go sign up for some training exercises. And wouldn't you know it but that day was full, and he was all pouty about it and said he wanted to fight something really badly. So he signed up today and it had to interfere with today's group meeting. But guess what?"

Ripjaw shrugged though she had a pretty good idea what Blizzard was going to say next.

"Well today he was Yang and before he left he said to me that we should get ready for the Earth Trial. Not a happy camper!"

She finished this brightly and smiled, though Ripjaw couldn't see why anyone would smile after all of this, so she just shrugged and said,

"Typical."

"Well," continued Blizzard, "since this meeting has no more use I guess I better going!"

She waved a happy goodbye which Ripjaw returned, though not as enthusiastically.

Ripjaw stood at the same spot not moving, hmmm…what can I do now? Usually, after the meetings I go over to the sports arena and watch Heatblast play. But it is still too early for that to happen…so…I guess I'll just walk around.

Ripjaw started walking, even though she didn't know where she was going she would eventually see to it that she should get to the sports arena, but right now she just felt like admiring the nice weather.

Apparently she was so enthralled with the weather that she bumped into someone.

"Sorry…" she muttered, the creature did not return the apology. She kept on walking not really wanting to see who she bumped into.

Apparently, she bumped into Stinkfly, which in this case, she saw who she bumped into. Stinkfly looked at Ripjaw walking away with a look of annoyance and shock on her face.

Crap, she thought, damn liars. Said that they would be only recruiting my kind to this place. What in Queen's name is a Crocodilian doing here? My mother was right, "never trust other species that do not have six limbs!"

She flew under the same tumtum tree that Ripjaw was at earlier. She waited for her teammates patiently to show up. It wasn't long before DCELR8 showed up.

"'ello!" he said.

"Hello DCELR8," she looked around, "where's flame boy?"

"I don't know, you know him, he can be distracted if he sees a pretty dame."

He chuckled, Stinkfly looked at him sourly.

"Stop that, you know how I don't like that attitude of his."

"Hey, hey I was just making a joke…don't get your eyestalks all up in a twist."

Stinkfly did not respond, they waited for five minutes until Heatblast finally showed up.

"Hey guys," he called, "I didn't know we started so early…hey can we make this quick? I was going to play some sports."

"Fine," said DCELR8, "I'll make this quick."

He handed out a slip of paper to the two of them.

"Read that slip of paper, that is the date of the Earth trial. It is also the place we have to meet before we are transported to our destination. Do not lose it."

"I'm sorry," said Heatblast, "I already caught mine on fire."

DCELR8 sighed.