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: This is probably going to be one of my favorite chapters. For in this chapter, you must keep you eyes peeled open. There are going to be a lot of references to later chapters from this memory.

Note: the memory takes place before the memory in Chapter 2.

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We now return to Four Arms' group. XLR8 went on a walk to find some fire wood. Grey Matter is in his tent and Upgrade is listening to a story that is told by Four Arms. A story about XLR8.

"Well," said Four Arms, "It all started many long years ago on my planet. XLR8 and I were little tykes then…"

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Ten years ago…

King Four Arms III sat on his royal throne, his mind was in deep concentration as his subjects looked at him wearily. He gave a huge sigh and got up from his royal chair. His subjects tensed, they dare not talk because it is considered highly rude to talk before the king does. Finally, King Four Arms III said.

"DSEL."

"Yessss, your Royal Highnesssss?"

"What is your advice on the situation?"

DSEL cleared his throat, and thought for a little bit. He wanted to make a good decision, after all, he was the head royal guardsman. One of his many duties of that job was to help make strategic planning in times of war.

"Well ssssir, we can attack from the west. Even though that area is full of swamp, we can try out our new weapon which should surprisssse the enemy and therefore, we can get the upper hand. Furthermore…"

"DADDY! DADDY! DADDY!"

DSEL and the rest of the members turned to see who yelled that. Bursting out of the door and running down the large room as fast as her little legs could carry her, XLR8 ran up to her father. She held out her arms revealing a bouquet of flowers, neatly picked and beautifully arranged.

"I pick these out for you Daddy!", said XLR8 whose face was beaming with joy and happiness.

DSEL smiled.

"There lovely XLR8."

"Can you come and play with me?"

"No sweetie, daddy has some work to do with the nice gentlemen."

XLR8 looked at her father curiously, "Issss it "war" again daddy?"

A look of sorrow overcame DSEL's face but it was quickly squashed by a kind smile.

"Yessss, daddy is talking about war."

"What'sss war daddy?"

DSEL coughed. He looked at King Four Arms III who looked highly amused. XLR8 cleared his throat again.

"I tell you later. In the meantime why don't you play with your cousin DCELR8?"

"Oh…but Daddy!", whined XLR8, "he playssss rough!"

"Fine then…why don't you play with Prince Four Armsss…if that is alright with you your Royal Highnessss."

"It is. It is. Right now he is in the Royal Garden."

"YAY!", screamed XLR8. She ran as fast as she could to the great garden.

After five minutes, she finally reached it. She looked around seeing if she could find the great prince.

"Four Armssss!", she cried, "oh Four Armsssss!"

"Over here!"

XLR8 ran to the voice. She brushed aside tree leaves and jumped over fallen logs. After some running, she found him in a clearing. His back was turned to hers and it looked like he was holding something.

"Hi Four Armssss!", yelled XLR8, "What'cha got there?"

Four Arms turned around.

"I'm holding a butterfly!", he said opening his hands to reveal a gorgeous insect, "I always liked butterflies…in fact I liked any sorts of butterflies!"

"Do you want to be a butterflyologist Four Armssss?"

"No silly! I want to be an insectotoligsts! I think bugs are the greatest animals ever!"

"Does that mean were going to go hunting for bugssss again?"

"Yep!"

"YAY!", shouted XLR8.

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"XLR8 was one of the happiest girls ever," said Four Arms who was reviewing on the past, "she was one of my best friends ever. Even though we were different races and sexes, we were so young and innocent that we didn't mind."

Upgrade sighed warmly.

"XLR8's father was DSEL, he was the Head Royal Guardsman, one of the highest positions that anyone could take. He earned that position just like my father earned his. Through royal blood. DSEL was one of the greatest fighters of his race, and an elite strategist too. During the war, my father would ask advice from him, DSEL would know what to do and lead the army to victory. DSEL loved his daughter so much, and XLR8 loved her father with as much love. XLR8's mother died when she was very young leaving her to be the only heir to her father's position. It looked like it was going to be a happy life for XLR8, until that faithful day…

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We were outside in the royal garden with XLR8's father. It was a hot day and so we decided to swim in the river to cool off.

"Now XLR8," cried DSEL, "Don't swim to far, there are dangeroussss animalsss in the river!"

"I'm okay daddy!" shouted XLR8, who was part way in the river.

"Hey XLR8!" said Four Arms, "Lets play Parco Molo! You can be it!"

"OKAY!"

XLR8 closed her eyes. She held out her hands and cried, "Parco!"

"Molo!" said Four Arms.

"Parco!"

"Molo!"

DSEL, who was sitting on the bank watching them couldn't help but smile.

"Live to love and love to live.", he said to himself.

He couldn't help but beam at the sight of the two royal children. Playing in the stream without a care in the world.

But something was amiss.

DSEL began to sense that something was wrong, the waves began to ripple oddly, the water changed color.

"Parco!"

"Molo!"

"Kidssss!", shouted DSEL getting up, "time to get out!"

"Oh but daddy!"

A giant, red tentacle broke the surface of the cool water. It raised upwards into a menacing position ready to strike.

"GET OUT NOW!" shouted DSEL.

The tentacle lunged at XLR8, but just as it was about to hit her, DSEL ran in front of it and blocked it.

XLR8 screamed, Four Arms saw the tentacle and froze in his tracks, to scared to move.

"GO!", shouted DSEL as another tentacle rose upwards.

Finally getting the feeling back into her legs, XLR8 ran back to the bank as fast as she could.

She turned around and saw her father blocking another tentacle attack. But a third one came up from his behind and grabbed him. The tentacle was squeezing the life out of him and it was taking him back down underwater. It looked like the monster was going to win if it wasn't for DSEL taking out a knife and slicing the tentacle open. A ghastly screech was heard as the tentacle let go of DSEL. He swam back to the surface as fast as he could but he was stopped. Another tentacle grabbed his leg and it was pulling him underwater again, he struggled with all his might but a dull SNAP! was heard as his leg was broken.

The last few moments XLR8 saw of her father was his face. It looked at her and with a solemn face he whispered.

"Goodbye…XLR8."

He was pulled downwards to the watery darkness. Bubbles rose up….and then…silence.

XLR8 broke down in tears crying for daddy to come back.

Four Arms was stunned.

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"After the incident," said Four Arms who looked gloomier then ever, "XLR8 was kicked out of the royal palace. Since she no longer had her father in the castle and has not come of age, she was considered worthless. Ever since that incident, XLR8 grew a deep fear to hydrophobia, she always gave rivers, ponds, lakes, oceans a wide berth. Never wanting to have what happened to her father, happen to her. She was raised in an orphanage and a rough one of that. There she was trained to be cruel, to be strong, to truly learn the meaning, "Survival of the fittest". When I came back in contact with her, she was no longer the happy child that she was."

Upgrade sighed this time a mournful sigh. Realizing that he was tired, he got up and went to the tent that was for him. He left Four Arms looking at the dying fire with a look of deep thinking within his eyes.

After awhile all was silent, and then Upgrade screamed. He rushed out of the tent and looked around frantically. His single eye bulging as he began to look for something.

"What is it?" said Four Arms who was looking at Upgrade.

"No…no…", said Upgrade to himself, "where is he?"

"Who?"

"It's Grey Matter!", said Upgrade with a note of panic in his voice, "he's gone!"