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: Gah. I wish Grey Matter was real. That way, I can have him help me understand Calculus better…

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The alarm clocked buzzed annoyingly in Grey Matter's room. Grey Matter's large, round eyes opened slowly and then he blinked several times. Rising up slowly, he yawned, stretched and jumped out of his little bed. Walking across the floor and then jumping on a nearby table, Grey Matter turned off the loud alarm clock and stretched again.

"Morning Upgrade," he said sleepily.

Upgrade didn't respond, Grey Matter, figuring he was still asleep, repeated himself again in a louder tone, "Good morning Upgrade!"

Still no answer, wondering why Upgrade wasn't getting up, Grey Matter focused his attention to Upgrade's bed.

It was empty.

"Hullo, that's a bit odd," said Grey Matter to himself, "Where could he be?"

It then occurred to Grey Matter that Upgrade wasn't even in his bed when Grey Matter turned off the lights the night before. So if Upgrade didn't sleep in his room, where did he go?

Grey Matter became concerned, this was never like Upgrade. He always slept in this room ever since the first time the two of them met. Hardly ever did he sleep any where else on the campus.

Grey Matter's first thought was to call Upgrade's internal phone. Jumping off of the table, Grey Matter went to his cell phone and called Upgrade's number. After two rings, a mechanical voice said, "The number you have dialed is no longer in service."

After hearing this message, Grey Matter became even more concerned and confused. If he wasn't on the campus, where could he be?

Grey Matter had to get to the bottom of this. Putting his cell phone in his pocket, he began pacing around the room with his mind working full gear. First, Grey Matter tried to remember hard when he last saw Upgrade. Then he remembered that he last saw Upgrade in this very room. It was some time in the afternoon and the two of them were relaxing and playing video games. Then, Upgrade said he had to go somewhere to do some research…where did he want to go?...library, that's it.

Grey Matter stopped pacing. After thinking this, he nodded to himself in pure determination. He would go to the library to see if anyone saw him there.

Forgetting entirely about breakfast, Grey Matter slapped on some clothes and he went straight to the library. When he got outside of his building, a blast of cold air hit him straight on. Pulling down his hat so it would cover most of his face, he took off.

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Diamondhead knocked impatiently on Blizzard's door. He had been knocking for a long time and Blizzard still didn't answer her door. Diamondhead knew that she was a hard sleeper but this was ridiculous. Normally when Diamondhead knocked on her door it usually took five minutes for her to answer it. Now it has been almost ten minutes and she still hasn't answered her door. Frankly, it was ticking Diamondhead off.

Yang thought otherwise.

Ah come on Yin! She probably had a hard night partying and now she's sleeping it off.

Diamondhead shook his head and said out loud, "but this is different Yang, today is our match for the Metal Trial. I got to make sure that all of my teammates are up and ready to go at three o'clock. Including Blizzard."

You know, if I were in your position, I would leave her alone and let her sleep the whole morning. Nothing like a little sleep to get the body working again!

Yin said nothing. Instead, he looked up and down the hallway to see if anyone was there. When he saw nobody, he took his right index finger and made it into a little key. He then took his finger key and stuck it into the lock.

My, my Yin, are you actually going to break in without Blizzard's approval?

"Desperate times…call for…desperate measures…there…got it."

The lock made a clicking sound and Diamondhead tried the knob. He opened the door slowly just in case he caught Blizzard without any clothes on.

With the door opened slightly he called out, "Blizzard? Are you up yet?"

Blizzard didn't respond.

Wondering why on earth Blizzard wasn't talking, Diamondhead flung open the door to see that the room was empty.

"What the?" he said.

Interesting, it appears that Blizzard has already gotten up without us having to wake her.

Diamondhead, who was shocked by her not being here, quickly said, "No…it can't be…she never gets up this early!"

Just then, a cool, feminine voice came forth from behind Diamondhead, "Diamondhead? Why are you in Blizzard'sss room?"

Diamondhead jumped and turned around to see XLR8 standing there.

"Oh, good morning XLR8," said Diamondhead awkwardly.

"Yesss…" said XLR8 suspiciously, "may I ask again why you are in Blizzard'sss room?"

"Blizzard wasn't answering her door so I…barged in to see if everything was alright…"

XLR8 raised an eyebrow, she then walked forward and said, "I'm sssuprised you checked to sssee if she wasss in here."

"What do you mean?"

XLR8 raised her other eyebrow and said, "Don't you know? Blizzard didn't come back last night. In fact, hardly anyone hasss ssseen her for awhile."

Diamondhead frowned, "this is serious," he said, "We have to find her. If she's not here in today's match and they call her up to fight then…"

Diamondhead trailed off not wanting to finish his statement but XLR8 knew what he meant. She nodded and said, "then come on, we got to find her before itsss three o' clock."

Diamondhead nodded back and said, "Right, let's get to it."

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When Grey Matter climbed up the long steps of the library he discovered that it was closed.

"DAMNIT!" he yelled, "Then when the hell does it open?"

A sign on the door answered his question. The sign said, "Due to the importance of the Metal Trial, the library will be closed until the end of today's matches. Have a nice day!"

Grey Matter read the sign several times; it then dawned on him that today was his team's Metal Trial.

"Ah crap," he said, "one more thing to worry about…"

Grey Matter stood on the library's steps for almost a minute thinking. The library was his only hope in finding Upgrade. If today wasn't the Metal Trial, he would have waited until the library opened and then asked if he was there. However, since the Metal Trial was today, he couldn't take that kind of risk. He would have to think up a new plan.

Suddenly, his stomach gurgled and groaned. It then occurred to Grey Matter that he hadn't eaten breakfast yet. He was so concerned about finding Upgrade that all thoughts about eating were forgotten about. Grey Matter, who really wanted to continue searching for Upgrade, decided to go eat breakfast to fill his stomach up. After all, he couldn't think on an empty stomach.

As he was walking across the campus, he saw something strange up ahead. At first, it looked like two discolored lumps of rocks; however, a closer look told Grey Matter that they were backpacks. As he got near to the backpacks, he saw that one of them was Upgrade's.

Grey Matter stopped. He stared at the backpack like he was hypnotized by it.

He then quickly moved forward and inspected the backpack thoroughly. Just as he thought, it was Upgrade's. This puzzled Grey Matter even more, what was Upgrade's backpack doing in the middle of the campus?

Grey Matter looked at the other backpack, perhaps the other backpack would tell him who was with Upgrade.

It took him awhile, but he eventually found a daily planner in the backpack. Opening the backpack he discovered that it was Blizzard's.

Upon discovering this, Grey Matter couldn't help but say out loud, "Blizzard? What the? Why the hell was Blizzard with Upgrade?"

Many perverted thoughts then entered Grey Matter's brain after he had spoken that question. However, he chose to ignore those thoughts for he deemed them too disgusting.

"Grey Matter?" said a deep voice, "what are you doing?"

Grey Matter turned around and looked up to see Diamondhead and XLR8 standing there.

"I…" he said while standing up to his full height, "am looking for my friend Upgrade."

"What a coincidence," said Diamondhead, "we're looking for Blizzard. Any idea where the two might be?"

Grey Matter shook his head, "No, I don't. However…" he then pointed to the two backpacks behind him, "I have found their backpacks."

Diamondhead scowled, he then said, "You found their backpacks right here?"

"Yep."

"Curiouser and curiouser…" he said scratching his chin, "I suppose you didn't see Upgrade for all of last night?"

"As a matter of fact I did not…why…has no one seen Blizzard for awhile…"

It was this time that XLR8 answered, "We haven't ssseen her for a long time. In fact, everyone we have talked to sssaid they didn't sssee her last night."

"Hmm…that is interesting…what do you think Diamondhead?"

Diamondhead didn't respond, instead, he was looking at the ground.

"Diamondhead?" said Grey Matter who was annoyed, "Did you hear me?"

While still staring at the ground, Diamondhead said, "The ground is very clean…"

Grey Matter looked at Diamondhead like he was nuts, however, XLR8 responded to this with, "what do you mean Diamondhead?"

Diamondhead, who was still staring, said, "Look at the ground. It's entirely devoid of dust, sand or leaves. Compared to the other parts of the campus, this little spot seems very clean."

Grey Matter looked at the ground and noticed it too, he then said, "yeah…it looks like a vacuum cleaner came by and sucked everything up…"

"Do you sssuppose that thisss hasss sssomething to do with Blizzard and Upgrade?" questioned XLR8.

Diamondhead shrugged, "I don't know. However, seeing how their backpacks are right here. They could have something to do with it."

A gust of cold wind slapped Grey Matter in the face, tightening his scarf, he said, "Let's get going to the cafeteria…I'm starving and it's freakin' cold out here!"

Diamondhead nodded and said, "Right, maybe we'll find our teammates there. Perhaps they know what happened to Blizzard or Upgrade."

However, after they got to the cafeteria and had talked to Four Arms, Stinkfly and Ripjaws, they soon realized that nobody knew where Upgrade or Blizzard was.

Even Ghostfreak, with her magical powers, didn't know.

"I'm sorry Matthew," she said, "but I have cast my locater spell several times and I haven't been able to locate them yet."

Grey Matter cursed under his breath. It had been midday and they still hadn't found them.

"If only we could go back in time and try to find out where they had gone…" Grey Matter grumbled.

"You can," said Ghostfreak, "though not literally of course."

Grey Matter looked at her oddly and said, "How so?"

Ghostfreak pointed a ghastly finger at a nearby security camera. She then said, "If we looked at the security camera's video tapes. Maybe they can help us clear up this mystery."

Grey Matter thought about it and replied, "You know…I think that will work. We'll be breaking several school rules though for seeing them illegally but that has never stopped me before! Come on Penelope! To the security department!"

Since it was still midday, most of the campus was at the stadium watching the morning Metal Trial round, this made it easier for Ghostfreak and Grey Matter to sneak into the security department and have a look around.

After having Ghostfreak magically unlock some doors, knocking out a few guards, and Grey Matter hacking into the computers with the stolen passwords, the duo finally got the security cameras room.

Grey Matter jumped on a nearby table and said to Ghostfreak, "I'm going to track down Upgrade, take the video tapes over there and track down Blizzard. With any luck, we'll find out where they have gone to."

So with that, the two started working hard to find their missing comrades. Grey Matter was eventually successful in locating Upgrade on the cameras and he was able to track him down to the library. After fast-forwarding much footage, Upgrade eventually walked out of the library with his books and backpack in hand. With Grey Matter's watchful eyes, he followed Upgrade all the way to the park where he met…

"Blizzard…" he said underneath his breath.

After he said this, Ghostfreak then stated, "I too found the two of them together. By what I have seen, Blizzard was at the park for the entire evening last night."

Grey Matter put his hand to his mouth and thought hard, he then pressed the fast-forwarding button on the machine.

"Okay…so they met at the park…the question now is…where did they go after that?"

After briefly talking Upgrade and Blizzard eventually walked out of the park, as they were walking the two of them suddenly stopped and for no apparent reason they started moving in another direction.

"Hello…" said Grey Matter, "that's odd…"

Then, another figure came into view, Grey Matter whose heart thumped faster and faster, leaned forward and viewed the scene in anticipation.

After an exchange of words Upgrade, who had dropped his backpack at this point, and the figure suddenly got into a scuffle. After several precious moments, Blizzard threw something (Grey Matter couldn't tell due to the blurriness of the camera) at Upgrade. Upgrade caught it and his body slowly transformed into something round. Then, he shot a laser beam out of his eye which made something that began floating in midair. This thing (Grey Matter had no idea what it was) began sucking everything up. At first, the backpacks were moving towards it but their straps caught onto a bench and they were latched onto it. Then, the attacking figure was the first body to go into it followed by Upgrade and Blizzard. When their bodies went through it, the thing disappeared and everything became still again.

Grey Matter, who was stunned by what just happened, said, "Woah…that's intense…"

"I think we might have found the solution to our problem."

"Yeah…I think so…"

"Judging the scenario I say that whatever caused this was the item that Blizzard threw at Upgrade. When Upgrade morphed with it perhaps he created some sort of portal that transported them somewhere else."

"Yes…but where?"

"Alas, for now, we do not know. Hopefully, we can find that out soon."

Grey Matter nodded. Even though he was a bit sad that Upgrade was gone. He was not worried about him. He knew that Upgrade was a sensible guy and he could be relied upon. If Upgrade got himself into this mess, he could get himself out of it.

It was here that Grey Matter looked at the clock which read 2:35.

"Holy smokes!" he exclaimed, "The Metal Trial starts in fifteen minutes! We got to get to the stadium!"

Not bothering to turn off the videos, Grey Matter and Ghostfreak rushed out of the room and the building. The two of them then took off to the stadium hoping they'll get there on time. When they finally got to it, they saw that many students that just got back from lunch were entering the building. Grey Matter turned to Ghostfreak and said, "Great! We got here on time! Now we got to find our team!"

Just then, Stinkfly came zipping up to them. With eagerness in her voice she said, "Where were you two? We have been waiting for you! Come on, we got to get to the balcony!"

"Balcony?" said Grey Matter who began to quickly follow Stinkfly, "What do you mean balcony?"

"The two teams that are facing each other in the match get a special balcony that is located near the top of the stadium. It's sort of a special privilege thing."

Grey Matter nodded and kept running after Stinkfly. Once they were in the building, they went up several flights up stairs and down several halls until they got to a door that was marked "V.I.P. only", Stinkfly opened the door and the three of them went up the long fleet of stairs.

Once they got to the top, Stinkfly opened a door and they walked into a small room. The room was very rectangular in shape with concrete walls, floors and ceilings. There was a large pane of glass that was at the front of the room which overlooked the entire arena and most of the stadium. On the right side of the room was an elevator that said "To Arena Floor" while the left side of the room had a water cooler. Inside the room, was Diamondhead, XLR8, Four Arms, Wildmutt and Ripjaws.

When Grey Matter saw them, he rubbed his hands and said, "Great! Besides Upgrade and Blizzard are we missing somebody?"

In unison Diamondhead, XLR8 and Four Arms said "Heatblast."

Grey Matter's jaw fell open, "You mean he's still not back yet?"

XLR8 snorted, "Typical," she said, "He'sss never around when you need him."

"Nobody has heard from him since he left," continued Diamondhead, "not even Ripjaws."

Ripjaws made a sad face and mumbled an apology.

"Well…" said Grey Matter taking in the situation, "we're screwed."

BAM!

Everyone jumped. The door suddenly swung open revealing Blizzard and Upgrade. They looked unclean and dirty, and they smelt faintly of soot and ash. Blizzard's hair was in a mess and she was breathing hard.

"Are we too late?" said Upgrade.

"Actually…" said Diamondhead looking at the clock on the wall, "you're on time."

"Oh thank heavens!" said a relieved Blizzard, "We're on…haha…ha…we're on time…"

It was here that Blizzard finally took a good look at everyone in the room; she then burst into tears and began sobbing uncontrollably. While she was doing that, she began yelling, "No! Please forgive me! I didn't mean for you to die!"

Upgrade grabbed Blizzard and held her tightly in his arms. While he was doing that, he whispered something into her ear which Grey Matter couldn't quite pick up.

Just then the announcer came on and XLR8 said in her cold voice, "We'll have to worry about thisss later, for now, we got a Trial to do."

"Ladies and Gentlemen!" cried the voice, "Welcome to the sixth match of the Metal Trial!"

The crowd erupted into an applause with many screams and whistles.

"The teams that will be facing each other are Team A and Team N. The rules are simple. There will be at least three rounds and at max five rounds. The first team that wins three rounds is the winner of the match! A round is won if a fighter is thrown out of the arena, or if the fighter falls to the ground and fails to get up in ten seconds or if the fighter admits defeat. Now, it's time to announce the contestants for our first round!"

Once again the crowd erupted into cheers; everyone in the room became tense as they waited for the first name to be chosen. Grey Matter rubbed his hands in excitement, his heart was pounding harder than ever and his nerves were on the edge. Soon, his team's Metal Trial will begin…

"First off…in Team N its Wolfy!"

The crowd erupted into cheers when Wolfy the Loboan entered the arena in a calm, demon-like way. He neither waved to the crowd or respond to it. He just stood there, waiting.

"And for Team A…Blizzrard!"

Everyone in the room turned their attention to Blizzard who froze on the spot. Her tears rolled down her cheeks until they eventually froze upon her chin.

"Me…?"