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: CANNON BOLT ROCKS! I got an excellent idea for him. Hehehehehehehehehe.

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Gray Matter still felt queasy. He didn't know why but he had an odd feeling that a wild animal licked him recently.

With his large beady eyes still shaking, he got up and looked around in the cave that he found himself in. His mind started rolling faster and faster, how did he get in here? Why did he smell like saliva? Where were his friends?

"Correction," he said suddenly, "Only Upgrade is my friend."

He wiped the sweat off of his head and yelled, "H-Hello?"

Only his echoes answered his call, and to him, they weren't that much comforting.

His slits of pupils grew wider as they adjusted to the semi-darkness, his queasy feeling was ebbing away and the urge to throw up was growing less.

Gray Matter took a deep breath and started walking forward in a general direction.

"I have no idea where I'm going but it is better than staying put!"

He laughed a nervous laugh only to be answered once again by his echo which seemed to have shut him up. Gray Matter tried to think of stuff to past the time with.

Love!

Love?

Why love? Questioned Gray Matter.

A slight pause in his brain.

Well, love is said by many organisms to be one of the greatest thing in life. It doesn't matter who you are or what you love, it is a combination of feelings such as trust, happiness, and other junk.

But love is for wussys. I'm a scientific Cranian! And love is just some stupid emotion that can only be found in semi-intelligent creatures.

Gray Matter did a pompous snort.

Love…who needs it?

Without thinking, Gray Matter accidentally bumped into something, he looked up to see a large white creature looking down upon him. It gave a large snarl as it was looking at him with its…er…nostrils.

Without thinking, Gray Matter said,

"Er…good morning?"

Before he realized it, a lot more of them were surrounding Gray Matter. Gray Matter could feel the warmth that was emulating from there bodies. He saw saliva, slowly oozing downwards from there gaping jaws. Like a scared mouse, he put his hands to his chest and hunched down his head.

"Er…help?"

The nearest one to him crouched down and leapt towards him. Gray Matter screamed but just as he did so, a green/black/white blur jumped in front of him and tackled the creature.

"Upgrade!" shouted Gray Matter.

It was indeed Upgrade, after kicking the creature to the wall, he turned to him and said, "Where have you been, buddy? We were worried about you!"

"Except me," said an unpleasant voice.

Gray Matter turned around to see XLR8. Two creatures turned towards her and ran to attack her. XLR8 sniffed the air and raised her foot.

"Die furballssss."

Her left foot smashed into the creature's jaw breaking it in half, with such forces going at each other in opposite directions, the creature's body crumbled and the spinal cord snapped. XLR8 then jumped up in the air and did a drop kick on the other creature's back. It slammed to the floor and made a dying whimper.

Upgrade picked up Gray Matter and turned around to face the entrance of the cave, he started to run but was stopped by ten of Albino's Teeth.

"Oh crap," said Gray Matter.

"Not quite…Wildmutt! Four Arms!"

Out of nowhere came Wildmutt and Four Arms, with their brute force they tackled down the animals. Four Arms then picked two up at once and threw them against the wall. Wildmutt then jumped upon another one and bit on the back of the neck. The creature roared and fell to the ground like a sack of potatoes.

Four Arms turned towards Upgrade and said, "Did somebody call us!"

Just then, another creature jumped upon his back, the claws gleamed in mid-air as it started to swipe at Four Arms. Four Arms screamed and grabbed hold of the brute by the scruff of its neck. With all his might, he slammed it down to the ground. He once again turned towards Upgrade and said, "We have to get out of here!"

Upgrade nodded and started to run. He turned his head back and yelled, "Come on XLR8!"

"Right!"

XLR8 kicked one of them in the stomach and started to run, however, since she was standing on ice, she slipped and fell onto the floor. One of the creatures saw this and started running towards her.

Gray Matter saw this and yelled, "XLR8!"

Gray Matter then jumped out of Upgrade's arms and landed on the floor. Standing as tall he could, he got out a small gun and aimed it at the running creature.

"Die, bitch."

Gray Matter fired the gun. The force of the shot made him fall backwards. The bullet did a mini scream through the air and impacted onto the creature's head. The creature stopped running. It then started making funny sounds with his mouth and all of a sudden, it started foaming in the mouth and fell to the floor. It twitched violently and then stopped moving.

XLR8 got back up and started to run again, on her way she picked up Gray Matter. While she was running she said, "What wassss in that bullet?"

"Arsenic!" said the smiling Gray Matter.

Soon, the five of them managed to get out of the cave in time. Without hesitating, Four Arms smashed the wall of the mountain with his bare hands. Rocks started to pile in the cave as the five of them backed away from the entrance. Right after that, Gray Matter made a sound of surprisement and jumped out of XLR8's arms. It was until then that XLR8 realized that she hadn't held a man in her arms for all of her life. Turning around so that the boys wouldn't see her, she blushed until her face turned purple.

Gray Matter meanwhile, found an Earth Flag in the snow.

"Hey!" he exclaimered, "look what I found!"

"It's the Earth Flag!" said an astounded Four Arms.

"Way to go Gray Matter!" said a happy Upgrade.

Wildmutt licked Gray Matter.

XLR8 turned around and faced him, donning her serious look, she said, "Well done Gray Matter. Lookssss like your not completely worthlesss after all."

Gray Matter smiled.