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: Several of you have been asking me about Ghostfreak and her…er…problem. Not to worry my find fellow friends, all that will be explained once the time has come.

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"Sensei!"

Grey Matter ran forward up to the recovering plant alien.

"Sensei Wildvine! Something's wrong with Upgrade!"

"Really? What seems to be the trouble?"

"I don't know! He was trying to get the door to open by tapping into the controls…and he got shocked by no apparent reason!"

Wildvine nodded her head in a concerning manner.

"Yes, I see…well. Nothing to worry about."

"Nothing to worry about?"

"He's not dead. Not yet at least."

"Oh…well…can you turn him back on?"

"Can do-OH MY GOD YOU DEFEATED HIM!"

Everyone was caught off guard from this comment since it was quite apparent that SEAN was dead because he had no head and he was not moving.

"Err…yeah…" said Diamondhead, "we defeated him."

"WHOA!...but wait! Where's the bomb?"

"What bomb?"

"There was supposed to be a bomb that was supposed to go off after you defeat the bad guy…"

"There was? Oh well. Good thing it wasn't activated…hey…wait…what are you doing?"

Wildvine walked over to the dead robot and started tampering it.

"Relax…I'm just seeing what's the problem. If I can find the bomb, maybe I can see what's wrong with it."

"Wait! STOP!" shouted Diamondhead.

Diamondhead, Blizzard, Stinkfly and XLR8 jumped on top of Wildvine to get her away from the robot. However they knew they were too late when a computer voice said;

"Bomb activated. Bomb will go off in 120 seconds…119…118…"

"IDIOT!" everyone yelled.

"Oops…my bad!"

"What are we going to do! What are we going to do!" shouted Blizzard.

"We'll have to blow ourselves out!" said Heatblast who was preparing a fire ball.

"I'm afraid you can't do that," said Wildvine who looked very calm, "these walls are absolutely thick. The only exit is through that door."

"But the door is locked!" said Grey Matter, "we tried everything to unlock that door!"

"Everything…?"

"Sensei!" said Diamondhead, "do you know how to get out of here?"

"…Maaaaaaaaaaayyyybeeeeeee…"

"100 seconds left," said the computer voice.

"GOD DAMNIT! YOU TELL US HOW TO GET OUT OF HERE OR I'LL BURN YOU TO HELL!" yelled Heatblast.

"Alrightalrightalrightalright! You got to press the color coded buttons in the correct rainbow sequence! Please don't burn me…"

Grey Matter looked around, he then pointed to the purple button and said, "You mean…buttons like these?"

"Yes!"

"GO EVERYONE! GO! GO! GO!"

Four Arms ran to the red button and pressed it with his foot.

Heatblast jumped to the orange button and slammed it with his fist.

Diamondhead shot a diamond shard at the yellow button to activate it.

Stinkfly flew up to the green button and pressed it.

Ripjaws dove into the water and pressed the blue button.

Grey Matter ran up to the controls by the door. He jumped for the purple button but couldn't reach it.

"DAMNIT!"

Grey Matter quickly climbed the wall and pushed the purple button.

The door opened.

"60 seconds left…"

"LET'S MOVE EVERYONE! MOVE! MOVE! MOVE!" yelled Diamondhead.

XLR8 was the first out the door. Four Arms grabbed Wildmutt and quickly followed her. Heatblast, Stinkfly, Blizzard and Diamondhead also ran out the door as fast as they could.

Wildvine picked up Ripjaws and said to Grey Matter, "aren't you coming?"

"I'll never leave without Upgrade!" shouted Grey Matter who was holding the hand of Upgrade.

"Oh yes…I knew I forgot about something…"

Wildvine placed her finger on Upgrade's eye, she tapped it three times and Upgrade started to glow.

He sat up quickly.

"Oh…my head…what happened?"

"Upgrade! Your alright!"

Grey Matter hugged Upgrade's finger.

"45 seconds…"

"Wait…what's 45 seconds?"

"No time to explain! Let's move Upgrade!"

Upgrade slowly got up despite Grey Matter's warnings.

"I don't know what's the hurry…but I'm guessing it's bad."

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Meanwhile, up ahead, XLR8 ran into the large room that they were in before hand. She looked around and saw the door. She quickly ran to it and tried to open it but found out it was locked.

"SHIT!" she yelled.

Twenty seconds later, the rest of the group joined her. They tried the doors in despair though they know in their hearts that it was locked.

"Sensei!" said Heatblast, "are these walls very thick?"

"No, they are not but…"

Heatblast quickly powered up a fire ball and shot it at a wall. The fire ball burst the wall into pieces.

They could see outside.

Wasting no time, XLR8 ran as fast as she could. She got outside in no time.

The other aliens were about to make the same exit when something stopped them cold in their tracks.

BOOOOOOOM!

Immediately, the walls behind them began to crumble due to the sheer shock force that the bomb was creating. The whole building began to shake dangerously as the bomb made its explosion.

"LET'S GET OUT OF HERE!" yelled Four Arms.

Diamondhead and Blizzard quickly put shields over their heads and run to the exit as the debris began to fall from the sky. Four Arms held onto Wildmutt tightly as he hunkered over and ran forward. Stinkfly took flight and began to dodge the falling pieces of rock and cement. Wildvine made sure that Ripjaws was holding onto her well before she too ran forward to the crumbling exit.

By now, everyone was out except for Ghostfreak, Grey Matter, Upgrade and Heatblast.

Rummmblleee……..

The four looked up to see that the ceiling was collapsing. It gave one final loud CRACK! before it tumbled down towards them. Heatblast heated himself up as hot as he could before he jumped towards the falling ceiling. Like a hot knife cutting through butter, Heatblast burst through the ceiling easily.

When Heatblast landed on the sandy beach outside, he quickly fell down in exhaustion. He could hear the building collapse as he lied there on the hot sand.

"Thank god its over."

"But without a price," said XLR8.

"Huh?"

XLR8 slowly stepped forward to the dead house. She looked at it in an almost depressed way.

"Grey Matter, Upgrade and Ghostfreak were caught up in the chaos of the bomb. I'm afraid that in our panic, we forgot about them."

"A mistake that we shall never forgive ourselves with," said Diamondhead, "from now on, let's be a team. One for all…and all for one."

"That's a good idea," said Upgrade.

XLR8's heart almost leapt out of her chest. She quickly turned around to see Upgrade, Grey Matter and Ghostfreak standing there (or in Ghostfreak's case, floating).

"What! How?"

"Ghostfreak's transparent power helped us get through the wreckage."

XLR8 stormed up to the trio and said, "don't you ever scare me like that again. You know how important you are to this team?"

"Hmmm…" said Grey Matter, "Me thinks that XLR8 is getting soft…"

XLR8 looked offended.

"ME? Get soft? Never! I only say that because you are valuable to us!"

"Rrrrright…"

XLR8 suddenly looked angry.

"God damnit…let's get the hell out of here!"

"How?" said Stinkfly.

Ding! Ding!

The twelve aliens heard a bell ringing off in the distance. They looked up to see Captain Foofoobender in a tug boat aptly named "Mr. Princeton."

"Are you students ready to go home yet?"

Four Arms smiled, "I know I am. I had enough for one day."

The students nodded in agreement.

When Captain Foofoobender landed his ship, the students carefully got on eager to get back to camp.

XLR8 sat in the middle of the boat.