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 event actually happened to me…though I didn't go to the extreme of what Grey Matter did. SORRY I WAS SOOOOOOOOOOO LATE! SCHOOL HAS BEEN BUSY!!!!!

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Upgrade and Grey Matter were walking towards one of their favorite classes, Calculus.

"Sixty-nine?"

"Yes, Grey Matter," said Upgrade, "Sixty-nine. Can you please tell me why that is so funny? The other day, I heard some fellows laughing about sixty-nine, though I didn't know why it was so funny. Maybe I walked in too late on a joke. Have you heard of such a joke that involves sixty-nine?"

"…I…er…well…"

Grey Matter looked at Upgrade's face; Upgrade looked back at him eager to hear the answer.

"I'll tell you when you're older."

Upgrade shrugged and the two of them continued walking. On their way, they met up with Stinkfly, who looked sort of depressed.

"What's up Stinkfly?"

"I'm going to get my Algebra test back today, and I'm worried that I failed it.

"What a coincidence," said Upgrade, "we are getting our last Calculus test back today too."

"Of course," said Grey Matter, "I will get an A+. I always get an A+. I don't even need to study to get an A+."

"Shut up," said Stinkfly.

Later…

Upgrade and Grey Matter were sitting in their Calculus class. Upgrade as always was eagerly waiting to get his back. He hoped he got an A, the last test he got was a measly B-.

"Relax Upgrade," said Grey Matter who was sitting right next to him, "I bet you got an A, unlike me who probably got an A+."

Upgrade nodded.

The mushroom teacher up ahead took out a stack of papers and said, "Alright class. I'm passing back your tests from Chapter 4, I must say, I was quite pleased by everyone's result."

Grey Matter smirked.

The teacher began passing them to the classmates, he stopped by Upgrade and said to him, "very good Upgrade, you got an A."

Upgrade, in shock, took the paper and began to look at it like it was some godly art.

The teacher turned to Grey Matter and said, "You also did well Grey Matter, congratulations."

Grey Matter took the paper with both of his hands and looked at his score.

A B+ was clearly written on the top right corner of the page.

Like Upgrade, Grey Matter was in shock, but unlike Upgrade, it was a bad one.

"B+!" he yelled.

Upgrade looked over his shoulder and saw the grade, he whistled.

"Wow, that's a first, when's the last time you got a B?"

"Never…"

"Wow…that's tough, but hey! I got an A! And this A is for the both of us!"

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After class, Grey Matter felt terrible. Not only that, he felt like he was getting dumber, half the stuff that was taught in math class he couldn't understand. Upgrade suggested it was just him being tired but Grey Matter thought otherwise. Upgrade hadn't seen this pale since the Earth Trial.

"Don't fret about it," said Upgrade who was carrying Grey Matter to his next class, "by tomorrow, you'll forget all about it."

Grey Matter said nothing.

"Hey!" cried a voice.

The two students turned around to see a smiling Stinkfly flying towards them.

"Hey Stinkfly!" said Upgrade.

Stinkfly landed right besides them and held up her math test proudly.

"I got an A on my math test! I am so proud of myself! I was studying like hell last night, I even had to skip my daily poker tournaments! I'm glad I got this damn sonofabitch A."

Grey Matter's eyes widened as he heard this remark. Tears were forming in his large eyes as his mouth was quivering.

"I'm now going to party all night long, get drunk, get laid, and wake up in the morning in a bathroom!"

Stinkfly eagerly flew off leaving a very depressed Grey Matter.

Later…

Upgrade was looking at the old cafeteria lady and was complaining to her loudly.

"Now see here! I demand a refund! When I got this 5 pound battery compound I found out that somebody already emptied half of its contents! I demand a refund!"

The cafeteria lady shrugged her shoulders and said, "Tell it to the judge."

Upgrade stood as high as he could and said, "I will!"

Throwing the battery into a nearby trash can, Upgrade began to walk out of the cafeteria when a fellow student ran up to him.

"Upgrade!" he said, "Come quick! Grey Matter's about to commit suicide!"

"WHAT!?"
Without hesitating, Upgrade and the student ran across the campus towards the math building. Upgrade and the student both stopped and looked up at the building.

There, on the top of it, was Grey Matter who was on the edge of the roof. His hands were held out and his eyes were closed.

"GREY MATTER!" shouted Upgrade.

"GOOD BYE CRUEL WORLD!" yelled Grey Matter.

Grey Matter jumped off and began to plummet to the ground head below feet. Upgrade began to run forward to catch him but knew instinctly that he couldn't reach him in time. As he watched the falling Grey Matter he thought wildly don'tdie dont'die don'tdie don'tdie.

Grey Matter fell past the fifth floor…fourth…third…second…first…he was about to splatter onto the floor when a ghostly hand caught him.

Upgrade tripped and fell to the ground, he quickly looked up to see who caught Grey Matter.

It was Ghostfreak.

"…Well hello Mathew. Pleasure to see you again. Now, I hope you weren't planning to end your time like I thought you were. That would be bad now wouldn't it."

Grey Matter (who had tears in his eyes) looked up at Ghostfreak and said, "…why…did you…save…me?"

Ghostfreak's eye widened as her pupil grew smaller.

"Let's just say, it is not your time to die yet. I do not know what high flung tragedy brought you to this. But remember this, things will always be better in the future. Even when you are treated badly, you are looked down upon and you are doing nobody any good. Just keep living because the best prize in your life is the feeling of being alive. If you are treated like a…freak…there will always be someone there for you. Someone who will make you happy and make you feel good about yourself. So wipe those tears away and let's go get a strawberry shake."

Grey Matter began to cry profusely, "I'M…SUCH…A…FOOL! WAHHHHHH!!! T-thank you Penelope!"

Upgrade ran up to the duo and quickly grabbed Grey Matter out of Ghostfreak's hands. He wrapped his fingers around his neck and began to shake him in midair.

"YOU ASS! YOU SCARED ME TO DEATH! IF YOU DO THAT AGAIN I MIGHT AS WELL SHUT MYSELF DOWN PERMANTLY!"

Upgrade then hugged Grey Matter strongly.

"Thank the maker you are still alive!"