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: You know how in some stories you can guess what's going to happen next but the author does something completely unexpected? Yeah, well that's going to happen.

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Upgrade looked at the time; he had been in the Academy's library for so long that he completely forgot what time it was. A clock on a nearby showed that it was 9:04. Upgrade looked at it and nodded to himself.

I better leave and go to bed, otherwise I won't be prepared for tomorrow's fight, he thought.

It was already the second day of the Metal Trial at the academy. However, the day's events have already past by. By total, four matches have been fought so far which means twelve matches were left to be done with. Upgrade's team's match was tomorrow in the afternoon. That left him plenty of time to sleep and recharge himself.

Speaking of recharging, Upgrade checked his battery power to see how much electrical energy he had left. He was surprised to see that only 10 remained.

"Woah," he said to himself, "When was the last time I recharged myself?"

Leaving that question unanswered, Upgrade got up from his seat and stretched. Even though he didn't feel tired like real biological creatures do, he sometimes acted like it because it made him feel more human.

With his large smoothed hands, he swept up his books from the table and plopped them into his backpack. Zipping up the backpack, he hoisted it rested it upon his back. His single eye gazed thoughtfully around the library in a respectful way. Many times he has been to this great library. Could this be his last time?

Upgrade shrugged and walked towards the exit of the building.

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Blizzard was lying on the grass in the Academy's park. Her shoes were off so she could spread out her toes and her hair band was undone so her hair could flow freely. She looked up into the starry night wondering if her team had any chance of winning or not. Whenever she wanted to think or to brood about something, she would always lie down upon the ground and look up to the stars. The stars had a way of opening her mind and letting her thoughts go.

It was quite relaxing.

The sound of footsteps suddenly caught her attention. She raised herself up to see who it was that was making the noise. To her surprise, she saw Upgrade walking through the park with books in hand and a large backpack on his shoulder. Even though Upgrade was walking towards her, he had not yet spotted her. For a split second, Blizzard wanted to hide herself from him so she wouldn't be seen. However, she decided against that quickly and she stood up.

"Hello Upgrade," she said.

Upgrade, startled by her sudden presence, stopped quickly. With slight hesitation he replied, "Good evening Blizzard."

"Mind if I walk with you to our dorms?"

Upgrade looked at her oddly and said, "…Okay…sure…"

Blizzard and Upgrade then started walking upon the grayish sidewalk towards their dorms. Somewhere off in the distance, Blizzard could hear the wind howling through the land. It moaned like a poor soul that was trapped in the mortal world forever. The sound made Blizzard shiver in anxiety as it reminded her of a bad memory.

She looked up into the sky once again and saw the stars twinkling back at her, she turned to Upgrade and said, "Upgrade, point to me the star in which you come from."

Upgrade stopped and looked up, with one of his fat, slim fingers, he pointed to a bright star.

"See that star? The one that's very bright and blue?"

Blizzard followed Upgrade's finger to the sky and found which star he was talking about. She then said yes.

"Well, go two stars to the right and that's the star that my home planet…or moon…comes from."

"You were born on a moon?"

"Well…yes, the moon is called Galvan B and it orbits the planet Galvan Prime. Also known as the planet that is home to the Galvans, or Grey Matter's species."

"So was it the Galvans who made you?"

"Partly, they were the one's that introduced the nanotechnology to the moon. The nanotechnology bonded with the unique minerals of the moon and it made a life form. However, it was Wildvine, my mother, that took this life a step further and made it complete with A.I. I am the first, and possibly will be the only, of my kind."

Upgrade lowered his hand but he still looked up into the sky with silence. Blizzard suddenly felt shame and pity for Upgrade. Any bad thoughts that she had of him were suddenly lifted and gone.

Feeling that she needed to change the subject quickly, she said, "Beautiful evening out."

Upgrade looked down from the sky and looked at her with his round, single eye. He then looked forward and said, "My senses tell me that it's negative one degrees Celcius."

"And a good temperature too! Back where I come from, we had to suffer temperatures that were far lower than that. Do you know what kind of things cold temperature does to one's makeup?"

Upgrade shrugged and said, "I wouldn't know since I never did put on any makeup."

Blizzard ignored that comment and continued by saying, "Plus, I heard that it will snow tomorrow, that would be good wouldn't it? I haven't seen it snow for such a long time."

When Blizzard was done talking she noticed that Upgrade was looking at something in the distance. Blizzard, curious at what he was looking at, turned and saw a figure approaching them. She could hear the figure talking in a low and putrid voice while it was stumbling across the grounds.

"…shitty team…" he said, "…why did it have to lose the damn match…? Now…now…I'm done for…damn…shitty…team…"

As the figure hobbled closer, Blizzard grabbed Upgrade's arm tightly. Whoever this guy was, he looked and acted drunk.

As the figure walked closer, Upgrade whispered, "Come on, we don't need to get in his way, let's get out of here."

Blizzard nodded and the two of them quietly began walking away. However, it was too late for the figure spotted them.

"Hey! You…Stop!"

Upgrade and Blizzard began walking faster hoping that they would lose him. However, this proved of no help for the figure began a combination of running and stumbling towards them. Blizzard and Upgrade saw no other option except to stop and face him to see what he wanted.

When they turned around to face him, Blizzard finally got a good look at their pursuer and was somewhat surprised at what she saw. A nearby sidewalk light post faintly illuminated some of the chaser's features. Their pursuer looked like a Detrovite for he was very big, orange and ugly looking. Right after she saw him, she noticed that he had no left arm; instead he had what appeared to be a mechanical arm with a mace in place of his hand. He reeked of alcohol and something else that smelt very bad. Upgrade then said, "What do you want?"

The Detrovite looked at Blizzard with a pig-like grin and said, "Her."

Once he said that, Blizzard shivered again not because of the cold but of the disgusting sound that filled his voice with that single word.

But Upgrade, not deterred by this, stood in front of her and said with a calm voice, "I suggest you kindly leave sir for you are offending and scaring her."

It was here that the Detrovite raised his mace hand and swiped it at Upgrade. The mace connected with his torso head on and it sent Upgrade flying through the air. Blizzard screamed as Upgrade fell to the ground and rolled to a stop. Frightened on the spot, she watched in horror as the Detrovite slowly walked towards her with a stupid grin upon his face. But after taking two steps, Upgrade ran up and tackled him to the ground. While the two were down, Upgrade shouted, "Run Blizzard!"

Blizzard shook her head and said, "No, I won't leave you Upgrade!"

It was here that the Detrovite threw off Upgrade. He quickly got back up and in a drunken rage, ran right towards Upgrade with his mace held high in the air.

Upgrade however was too quick for him and he dodged the attack easily. The Detrovite was too slow to react to this movement and he tripped and fell to the ground.

Upgrade began to slowly back away as his foe struggled back up, "This is bad," Upgrade said, "I can't defeat him unless I have something with technology nearby. Otherwise we're going to have to make a run for it."

Blizzard at first was too scared to even think about running but then she snapped out of it and said, "Right, let's get out of here!"

"Oh no you don't!" said the Detrovite who got back up, "you're going to be mine pretty little lady!"

He then screamed and ran right towards her, Blizzard also screamed but with horror instead of rage. Before he could get to her Upgrade ran up and tackled the Detrovite again and was once again successful enough to teeter him off balance and throw him to the ground. However, the Detrovite had other plans and he quickly tossed Upgrade off like he was paper and he put his foot on him.

"This will be the last time you mess with me green dude!" he said.

Blizzard ran up to him and began hitting him with her fists while screaming, "Get off of him! Get off of him!"

The Detrovite looked at her and smiled evily, he then pushed her over like she was nothing and he focused his attention back to Upgrade.

Blizzard didn't know what to do, but then she remembered something. To make sure she was right, her right hand grabbed her left wrist to see if she was correct.

There, on her wrist was a watch.

It wasn't much but it would do, taking it off, she yelled, "Upgrade! Catch!"

She threw the watch through the air. Upgrade raised one of his hands up and he caught it. The watch slowly absorbed into his skin and he began to transform.

Though his legs, arms and head remained the same, his body began to distort and flatten out. It slowly rounded out and became a circle with numbers appearing on the sides. Then, popping out of his chest were two clock hands that whizzed about. When he was done transforming he made a slight ticking sound.

The Clock Upgrade pushed off the Detrovite with amazing strength and he got back up. Upgrade then said, "Times up my friend! Your clock has just been cleaned."

Blizzard groaned at the puns.

Upgrade then closed his eye and began making a weird noise. The hands, slow at first, began to speed up faster and faster, his ticking sound gradually quickened and his body began to glow brighter and brighter. When his hands were running at a super speed, he opened his eye and shot out a laser beam. The laser beam, instead of hitting the Detrovite, stopped in midair and began to flatten out. The beam made a weird whirling sound and slowly it grew and became a vortex. When it was done growing, the vortex was large and spirally like a hurricane and electricity pulsated from it as it hummed. Then, it howled loudly and it began to suck everything in like a horrible vacuum. The vortex's first victim was the Detrovite. He tried to hold his ground against the wind but he was too weak. He was then lifted off of the ground and he flew through the air and into the vortex. Blizzard was also being pulled in too along with Upgrade, when she grabbed Upgrade she yelled, "WHAT DID YOU DO?"

"I DON'T KNOW!" he yelled back, "BUT WE'RE GOING TO FIND OUT!"

Blizzard then hugged Upgrade tightly and yelled, "HOLD ME! DON'T EVER LET GO!'

Upgrade also hugged back tightly and said, "DON'T WORRY, YOU'RE SAFE WITH ME…HANG ON!"

Blizzard felt herself being lifted into the air along with Upgrade. The two of them shot through the air and into the vortex.

The vortex closed leaving everything quiet as it once was.

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Blizzard had her eyes closed the whole time, hoping with all her might that things will be alright. Her grip upon Upgrade was stronger then ever.

She then felt the sensation of falling through the air and the landing onto the ground. The two of them rolled to a stop. When Blizzard opened her eyes, she realized that it was day time.

But then she noticed something else.

By the looks of it, the whole academy was in chaos. Buildings were on fire and people were running about screaming in horror. She heard the screaming sounds of a spacecraft and she looked up to see one hurtling through the air while shooting down students all over the place. Blizzard gasped and said, "Upgrade! Where are we? This can't be the academy can it?...Upgrade?"

She looked down and saw that Upgrade was still on the ground not moving.

"Upgrade!" she repeated in hysteria, "Upgrade what happened to you?"

She knelt besides him and raised his head up to see if he was alright.

Upgrade groaned and raised his hand up to touch her face softly, he then said, "No…you're wrong Blizzard…not where…when…when are we?"

"When? What do you mean 'when' Upgrade?" she yelled.

"Power…gone…sorry…Blizzard…I leave you alone…in this cold world…forgive me for not…protecting you…"

His hand fell to the ground and his head became limped. His bright green lines became a dull green color and he became lifeless. Blizzard looked around at the chaotic scene and said slowly as it dawned on her, "when…when…we're in the future…"

Suddenly, Blizzard felt very, very alone.