Disclaimer: I don’t own Ben 10/Alien Force or its characters. I don’t own Goo Goo Dolls songs either.
Author note: this is set in the Alien Force timeline.

Could you whisper in my ear, the things you wanna feel
I’ll give you anything, to feel it coming
Do you wake up on your own and wonder where you are?

Lying back on the bed in her cousin’s bedroom in the dark, nothing accompanying her--not even his parents, as they had already been gone when she had gotten to the house--but only the sound of the storming rain outside to keep her company, Gwen continued, as she had been doing for the hour or so, to regulate her breathing back to normal. Her chest heaving up and down with short, sequenced spasms, the redhead repeatedly blinked her reddened, blood-shot eyes as tears continued to leak from them. As one of her hands moved back to her hair, before coiling a few strands of it around her fingers, the teenaged young woman recalled again, with a thrill of terror, the events that had occurred just hours beforehand. The events that were all because of her. Because the truth was that she, at the end of the day, and when needed most, was too inadequate to do a damn thing. And now her grandpa was dead, still lying facedown in a puddle on the grounds of where the high school once stood for all she knew, unless Ben and Kevin had happened to move the body by now.

You live with all your faults…

If only she hadn’t been so stupid in the first place. Grandpa had told her to stay behind in the Rustbucket, and that he’d call her over a walkie-talkie if he and Ben and Kevin needed any help. But she just couldn’t stand it. Couldn’t stand the idea of staying behind. What if something had happened and he didn’t have enough to time to use the walkie-talkie? What if the walkie-talkie itself had been destroyed in the fight in the first place? What if taking care of the monstrous alien invasion that had already taken out the entire brick building that had been her high school was indeed a four-person job, not a three-person one? She had helped take out all of the smaller enforcements, after all. There was really only the leader left… she thought that she’d be helping, by going against orders and leaving the Rustbucket to head for the school grounds.

She couldn’t have been more wrong.

Once she actually got there, it was only a matter of moments before she turned the world upside down and brought upon it a living hell. Running as quickly as she could, Gwen watched as the alien leader, who looked, albeit, very injured, headed for Ben, who was busy taking out the last of the smaller creatures.

“Watch out!” she had shouted at him over the sound of the rain as it down poured around them, causing him to move out of the line of fire just in time, before calling back to her, “Thanks, but what are you doing here, Gwen?!”

About the answer, the redhead opened her mouth to speak, but a mere shriek came out instead as she suddenly lost her footing on the wet grass, causing her to slide down. Taking his chance at once, the alien leader, gravely wounded or not, took aim right at the fallen Tennyson. Closing her eyes, knowing she was about to die, Gwen took in one last breath, before hearing the sound of the alien shooting a fatal laser beam right at her with his high-tech gun. However, when, after the sound had dissipated, and Gwen found herself to still be very much alive, she opened her eyes, before looking down and screaming in horror at the sight before her.

There lay Grandpa Max, dead, motionless, a bit of blood trickling from his mouth. He had, as she knew then at once, jumped in front of her, taking the hit for her; saving her life.

Now crying harder than ever as her hand left her hair to instead stick slightly out through the open window that was affixed near the head of Ben’s bed, Gwen felt the dampness of the still raging rain storm hit her fingers, before biting down hard on her lip as yet another wave of anger, sadness and guilt swept over her.

“…Gwen? Oh, thank goodness, I finally found you…”

Glancing over toward the opposite side of the room when she heard her cousin speaking to her, as he had clearly just entered into the room via the door, Gwen bit down on her lip even harder, the wave of horrifc emotions pounding in her chest. Sobbing even harder in reply to his words, Gwen watched as Ben--who looked muddy, tired, and grief-stricken at best--walked on up to the bed. He was right, he had found her, and she was now particularly glad that she had chosen his room to hide in in the first place, because she doubted very much that she’d be able to stand the sight of anyone else at the moment but him.

After she had looked down to find her grandpa gone, Gwen had tried fruitlessly to revive him, using any and all spells she could think while Ben and Kevin, once and for all, took care of the alien leader, their power undoubtedly strengthened by their anger at the loss of Grandpa as they destroyed the monstrous creature once and for all. One she looked to see that the creature was gone, and after realizing with one of the most horrifically sinking feelings she had ever had in her entire life that there simply no way to bring Grandpa back, Gwen had done the only thing she could think of: she had gotten up to her feet and took off running, unable to think, speak, hear or act on anything anymore. She needed a place to hide away from life itself; all she was capable of doing was feeling--feeling her heart sink to the bottom of her stomach like a stone, before shattering into ten thousand tiny pieces.

“Come on,” Ben said quietly, his voice temporarily bringing the redhead away from her grief-stricken thoughts. “Slide over, Gwen.”

“B-Ben…” she began, feeling quite sure that she would never come up with the right words to get across how incredibly, undyingly apologetic she was for what she had caused, but whatever she was going to say was cut off when her cousin sat at the edge of the bed, a finger moving to place itself gently against her chaffed-from-crying lips.

“Shh… it’s not your fault, what happened… I know you didn’t mean for it… You came to help… you did help, you saved me remember? Grandpa did what he did to save you and I’m sure, wherever he is right now, he doesn’t regret doing it… so just slide over now, because if you’re anything like me at all, you need me right now, because I know that I need you…”

I wanna wake up where you are
I won't say anything at all
So why don't you slide

Doing as she was asked, and moving over more closely to the window, Gwen rolled over onto her side, facing away from Ben as she felt him sidle up behind her, his arm wrapping around her middle as he held her. Still crying, shaking from head to toe, Gwen suddenly felt strangely comforted as she felt Ben’s breath begin to hit against the nape of her neck.

“I don’t blame you for what happened…” he said quietly, still breathing against her skin as he spoke. “Kevin doesn’t blame you… Grandpa wouldn’t blame you, like I said, he’d just be glad you’re safe, so… don’t blame yourself…”

Tightening his arm around her further, Ben paused for a moment, before continuing on,

“We’re gonna make it through this, Gwen, because we have each other… And I know that all you wanna do right now is to keep beating yourself up over it, but I’m telling you right now, it’s gonna be okay, because as much as it makes me want to go to the hospital now, where Kevin and I took his body, and lay down beside him and die myself, it’s not what he’d want. And if you’re thinking you’d wanna too, then it’s kinda silly, because he’s not here anymore just to make sure you could live…”

Feeling Ben's fingers begin to caress slightly at her middle, Gwen felt her breathing start to calm a bit, her crying slowing down as the calming affect that Ben’s breath had against her skin continued working.

“So from this moment forward, we’re gonna be sad, and we’re gonna be heartbroken that we don’t have Grandpa anymore… but Gwen, we’re gonna let go of the reason that we don’t, and instead, we’re just gonna hold onto each other, and make it through together… some things in life will kill you slowly from the inside out if you let them; you can‘t let that happen, sometimes… you just gonna let things slide.”

Yeah we're gonna let it slide...

Continuing to brush his fingers against her stomach through her shirt, Ben tightened his hold around Gwen as he closed his eyes, his breath still warm and constant as it hit her skin in an even pattern.

And I'll do anything you ever
Dreamed to be complete
Little pieces of the nothing that fall…

“Ben…” Gwen murmured, her own eyes closing as the rain storm continued to rage on outside. “Please… keep your arms around me…”

Moving to slide his other arm around her, drawing her more closely against himself as he held her, Ben kept his eyes closed, tears, unbeknownst to Gwen, escaping from the corners of his eyes as his thoughts led him back to the sadness of losing Grandpa. But at the same time, having Gwen to hold onto was helping him cope with it, in a far better way than he might’ve thought possible.

What you feel is what you are
And what you are is beautiful

“If you still feel tomorrow like you do tonight,” he murmured against her neck. “We can run away.”

And I'll do anything you ever
Dreamed to be complete
Little pieces of the nothing that fall…

“We’ll see in the morning…” she whispered back, her breathing still shaky, but far less uneven, as a strange, hypnotic state of sleep began to settle itself over her. “For now just keep your arms around me…”

I wanna wake up where you are
I won't say anything at all…

Slowly drifting off into a strange state of sleep himself, Ben did just that, in fact tightening his arms around her further, holding onto his only source of light in the dark sadness that had formed in his heart.

Yeah slide
Why don't you slide into my room
Just slide into my room
Oh, we'll run away, run away, run away…