Title: Little Moments Rebooted

By: Shadows59 & Erico

Summary: The summer is over, they're not. As the pressure of life and heroing builds Ben and Gwen start turn to each other more and more. Eventual Bwen.

Category: Ben/Gwen.

Rating: PG-13

Disclaimer: Ben 10 is owned by Man of Action and Cartoon Network.

Note 1: I know that it's been a long time since I worked on this story, but I've never been able to forget about it. I know that everyone is waiting for the next chapter of Breaking Point and I've tried to work on it again and again, but I could never shake the feeling that there was more that I had to say in Little Moments. As most of you know, this story started out as a bridge between the OS and AF and that only changed when I finished the original version thanks to the feedback I got.

Now, I loved Breaking Point and I think it works a lot better without the time skip, but there were a lot of things that I needed to set up in LM for it that I never did. That and the one thing that I never liked about this show was how small it felt. Ben had the most powerful weapon in the galaxy and the show never dealt with anything but three people being heroes. I wanted to fix that, too.

I always said that Ben and Gwen turned to each other because of real life, so now I'm going to show that. I will get back to Breaking Point, but you're going to get the big Christmas fight between their families and their birthday party after the big kiss now and more because I've redone almost every chapter. I hope that you all enjoy it and I want to thank you for your patience over these years as I tried to figure this story out.

I'm keeping the original version of Little Moments on the site because you all love it so much and so I don't lose all the reviews that you've given it, so keep an eye out for the new version, Little Moments Rebooted starting on Friday and continuing every Friday after.

Thank you all and I hope that you enjoy the new version just as much.

Note 2: This never would have happened without my co-writer Erico and his constant encouragement with being a sounding board and the stories he wrote to get me off of my butt. I know that most of you have read his story Stone in the River, and if you haven't then you should, because it's awesome and because it's the prequel to this series. He's also released the sequel: Kiss Me Goodbye, and should read that because it's heartbreaking and some of the best writing I've ever read. I wish I could post links, but this site eats them. You can find links to both in on my profile page.

Note 3: I'm keeping the original version of Little Moments on the site as Little Moments Classic because you all love it so much and so I don't lose all the reviews that you've given it, so keep an eye out for the new version, Little Moments Rebooted starting on Friday and continuing every Friday after.

Note 4: Little Moments and Breaking Point are also over on A03 now along with Erico's side stories where the reading order is listed and you can download them as e-books. Just look for shadows59 or Ericobard.

Thank you all and I hope that you enjoy the new version just as much.

Story Notes: The story starts 20 minutes after the end of Secret of the Omnitrix. Everything in the original series happened except for Gwen 10 and Goodbye and Good Riddance. I might borrow bits from the sequels and creator interviews, but the OS is king, so Gwen doesn't have an older brother and Verdona is completely human. One of two the reasons I chose 1998 was because Max was supposed to pilot Apollo 11. If he turned just 60, then he would have been 31 for that mission . Anything later would put him in his 20's, and that just didn't work for me, but that's just me. The other is so that they can ring in the millenium in style. If anyone has questions, just ask so I can give you cryptic author answers! Now, on with the show!

Oh, and there's no proofreading. We die like mne.

Little Moments: Rebooted

Chapter One: Back to Earth

Outside of the Lone Star Mall

Tyler, Texas

August 18th, 1998

8:43 pm

There was something seriously wrong with her life.

That thought kept going through her head as Gwen pushed her way through the mob of people who were determined to go the other way, which was so, so wrong. Everything her parents taught her said to go the other way, to find somewhere safe. That she would be beyond grounded if they saw her now. That thought always opened up a pit in her stomach and made her grin all at the same time. That was how she knew that something was wrong. With her. With her life. With everything.

But it didn't start today.

It didn't even start three months ago when the Omnitrix fell from the sky and did what it did, even though it would have been so easy to blame that alien watch for everything, and she did some nights.

But it was just a watch.

No, Gwen knew that her life went wrong ten and a half years ago when her complete doofus of a cousin had been born in the maternity ward right next to hers and seven seconds after she was. She was born first, but it never seemed to matter. It always felt like she'd been chasing after Ben ever since anyway.

Today so wasn't changing that pattern. It was all that Gwen could do just to make out the boy's head and the top of his t-shirt through the crowd of people between them, but she really didn't need anything more. Not because she knew the tangled mess of brown hair or the black and white of his shirt anywhere even though she did.

No, she just had to look for the one person who was running towards the disaster because it was Ben.

It was always Ben.

And there was always a disaster waiting for him, even though they'd just barely gotten back from the last one. She knew that today would be bad just by how happy the reporter sounded on the radio, but she never expected the mall to look like this. The building was huge and as dark as the night. Dark enough that it made the lights burning in the parking lot and the flashing lights over the police cruisers look all the brighter against it.

Usually she hated it when the cops got there first, because then they had to be sneaky and Ben so didn't do that. It didn't matter how many times he got them caught and chased away by people who never believed that ten-year-olds could save the day, he never gave up. He'd just scowl and find a way through. To be a hero.

He was crazy.

She wasn't. Gwen knew that she wasn't, but someone had to keep an eye on the doofus and Grandpa did his best, but…

Usually they had to be sneaky, but not today.

Not when people were still trying to evacuate the mall. Not when she could see them pouring out in groups of ten or twenty people every few minutes through every door she could see. Not when the parking lot in front of the mall was already packed by the people who got out before they even got there. There were so many people she couldn't see the end of the mob and Grandpa had to park the Rustbucket a block away just so they didn't run over anyone.

And Ben ran into that with the same wild grin that he had when the last Sumo Slammer game came out. They were in the middle of a horde and they hadn't even gotten into the mall yet. They hadn't even found the...

The news on the radio used the Z word, but it couldn't be real. Not even their summer was that weird, right?

"Ben!" Gwen screamed at the top of her lungs because she already knew the answer, and she got the same answer she'd been getting since she started chasing him. The doofus didn't even look back.

Her cousin dodged the last line of people who were all standing there and just staring at the mall by sliding across the hood of a car and it so wasn't fair. Not when she was still twenty feet behind. He seemed to melt through the people and she couldn't figure out how because no one would move for her. She glared at the fat man who wandered into her way and didn't even seem to notice her even as she tried to get around and muttered, "It's because I'm a girl, isn't it?" through ground teeth.

It had to be. She was the one who took gymnastics and karate, not Ben, but people just moved for him. Maybe baseball wasn't as slow and boring as she thought. Not if it made him this hard to catch.

Maybe her dad was right and she should look into softball next year...

"Ben!" she screamed his name again, desperately hoping that just once he'd wait, that he'd think…

He didn't stop. He didn't think. He didn't even flinch. If anything he just seemed to run faster. She didn't think he would, but just for once she was willing to give him the benefit of a doubt, that maybe he really didn't hear her. She could barely hear her even as she slid across the same hood that he had just a few seconds ago without even really thinking about it as she shrieked, "Doofus!"

He might have slowed a step at that, but she'd never know because another mob tore out through the main doors of the mall. Literally tore through them. She saw them push one of the sliding doors off of it's rail and watched it fall and explode into a million shiny pebbles against the pavement. The noise made her jump, but the people trying to get out ran over the pebbles like they were nothing. Like all that mattered was getting away from whatever was inside.

Gwen tried to imagine what things were like and she almost froze as every horror movie she'd ever snuck with her father competed with all the real monsters that she'd faced with the doofus over the last few weeks all mixed together.

But Ben didn't stop, so neither did she. Not when he needed her to watch his back. Not that he'd ever admit it, the big jerk.

And then her stomach finally twisted in a knot, because whatever was inside was terrible enough that they weren't stopping. There was a woman at the head of the mob, a woman in a torn blouse with blood running down from her hair line - the red so bright against her pale skin - and a little girl wrapped in her arms. The girl was screaming so loud that Gwen could hear her even over the noise of the crowd and the police sirens. And the woman…

The woman was looking at something over Gwen's head. Either the line of police officers or the trees or something even further away than that and Gwen knew just from the look in her eyes that she wasn't going to stop for anything until she got there.

Not even for a couple of kids who were barely two years older than the girl she was clutching.

"Ben!" Gwen shouted again as everyone started to panic and he disappeared in the chaos as the people who were trying to get away ran right into the people who already got out, but were finally realizing that they weren't far enough away. She heard more people scream and an officer shout something into a bullhorn, but it only made things worse.

And then they were on her.

Gwen knew that it was the three years she spent learning gymnastics and the year of karate that saved her. They gave her the moves and the reflexes that she needed to get out of the way. The worst she got was an elbow to the head and the brush burns on her palms after she did a somersault on the pavement, but she knew that she got lucky. It could have been so much worse if she wasn't paying attention.

Ben never paid attention, and her eyes went right to where he'd been last and her glare met everyone who was trampling over the spot now, but it didn't help. It didn't even keep the worried knot in her stomach from going tight as she dodged, pushed and shoved her way over. As she looked for her idiot of a cousin on the ground and hoped...

But he wasn't there. Of course he wasn't. He was already halfway to the mall entrance and going flat out even as a police officer charged at him. Ben dodged him, too, and Gwen could have sworn that she saw him turn and grin at her as he disappeared into the mall.

"I am going to strangle him," Gwen swore as she started her own mad dash, "and hide all of his video games!"

The crowd gasped again and now she knew that it was because she was a girl as they started to call out, as some of the bigger men started to chase after her. The police officer spun and she saw his mouth make the words halt, but she couldn't hear them over everything else.

Over the crowd and the pounding beat that her heart was making.

The officer reached out as she got close and he looked so worried for her that Gwen just wanted to laugh and tell him that he didn't have to worry, it's just been that kind of summer, but she didn't. He looked nice, but he so wasn't in shape. She barely had to spin to get out of his reach and the people behind her didn't stand any kind of chance as she ran for all she was worth. "Be right back! Just gotta get my cousin!" she called out with a laugh as glass crunched under her sneakers.

And then the mall swallowed her and everything went dark.

Literally. The parking lot was lit so bright that it took her a dozen blinks before her eyes adjusted to what seemed pitch black inside. There wasn't a single light on inside that she could see except for some emergency lights that were flashing red strobes everywhere. All they managed was to make the place seem even creepier, and the shadows even darker.

"Mom was right, those movies were bad for me," Gwen whispered to herself just so she could hear something. Maybe if she'd never seen them, or if she'd never seen the mall the way it was supposed to look, when it was full and lit as bright as the sun outside. When she'd just been a shopper instead of a hero yesterday.

"Yesterday?" A couple of days ago? God, it felt like it was just yesterday, but yesterday she'd been out among the stars. Yesterday, she'd helped save the universe. So it was two days ago, or three when Grandpa brought them here so she could be human again. It was after they'd beaten Animo, but before they found out that Ben had doofused up the watch again. She remembered that she squealed as soon as they walked in because the place was huge and wonderful with two floors of shopping Nirvana.

Her eyes went to all the stores that looked so wonderful before and they were all trashed now, with broken glass and trampled merchandise spilled everywhere.

Gwen heard more voices and people crying in the dark, but they could be hiding anywhere and so could the bad guys. She didn't even know where to start and she knew that Ben wouldn't either, but she knew Ben, so she turned right and started to run. She jerked her head this way and that and she tried not to remember that he was always better at hide and seek then she was when they were little.

Something itched as she ran down the wing of the mall as she tried to look everywhere at once. Something familiar, like she'd been down this tunnel before, and her eyes went right for the floor and the monsters she knew were hiding under there now.

So Gwen never saw the thing that reached out of the ruined storefront instead to catch her right arm.

She never saw it, but she felt the shock rock through her. Gwen opened her mouth to let out the shriek that she felt building up when another tendril wrapped around her mouth and caught it and the spells that would have come after as they yanked her into the shop. She tumbled as all of her training left and fell into something soft.

Something that gasped in her ear as Gwen bit down on the tendril around her mouth. She felt the tendril pull away and she was calling mana when the emergency lights flashed again and she saw pink skin instead of the green she was expecting.

Pink. Not green. Pink and purple and…

And Gwen couldn't help blinking when she saw the teen's purple hair. It was laying flat now instead of styled up, but she knew the girl. She'd been banned from the mall because of her. And Ben.

"Sh…. Shoot!" the girl bit out as she shook her hand and stared at Gwen with wide eyes. "Da… dang it, girl! I was trying to help! You were going the wrong way!" the sales girl hissed at her with wide and terrified eyes.

"Sorry," Gwen said as she pulled away and tried to swallow the bitter taste that had suddenly filled her mouth.

The girl waved her hand again. "Kids," she said and she let out a giggle that went on a heartbeat too long. Then she darted her head up so she could look over the window before she came back down and leaned in close. "A - are you looking for your mommy? I'm sure that she's -" The teen girl tried so hard to sound calm that it only made her panic worse.

"No!" Gwen said in a fresh panic as she looked around. God, if her mom was here… Then she shook it off and tried to sound like the hero she was. "I'm looking for my cousin. We're here to save the day!"

The sales girl blinked at her and she looked like she wanted to laugh or cry, but she couldn't figure out which. "I heard… I heard someone come by and heard him say that he was here to…" the girl choked on the next words as she shook her head. "God, I didn't know or I would have grabbed him, too, b - but he was… Maybe he was going to the entrance." The girl let out a shaking breath and then she grabbed Gwen's hand again. "Come on. It's right over there. I was going to go before, but Mark said he'd fire me if I ever left before I locked up and… and then…"

Gwen stared at the disaster in the store and the dark outside and swallowed hard. Ben was out there in it, just charging ahead without even thinking as usual. She had to find him before whatever did this did, but…"What happened?"

"I don't," the teen said with a shake of her head and it took everything that Gwen had to remember when she'd seemed elegant. "I heard them trashing the stores and I locked myself in the back before they…" they both looked around. "And then I heard… I thought I was safe. I thought th - that the police or someone..." She shook her head and whimpered. "I thought someone was saving us."

"Someone is!" Gwen looked over at the scared girl and grinned. "My family and I take care of stuff like this all the time! We're heroes!"

The sales girl looked at her and let out another laugh. "You? You're like eight and - and your shirt…" she said, and she giggled between every word. Then she reached over and grabbed Gwen by the wrist and started to tug. "C - come on. It's safe in the back. I - we can find - I know you're worried, but…"

"I am not!" Gwen snapped as she yanked her hand free. "I'm ten and a half! And a hero!" She said as she stomped her foot. Then her eyes shot down to the cat's face on her shirt."And what' wrong with this shirt? I like this shirt!"

"The Cat's Meow? That show's for babies," the girl said as she tried to smile even as her eyes kept going back to the window.

Gwen's mouth dropped in shock "It is n…!"

"Shut up!" The girl hissed as Gwen felt a hand press against her mouth again. "Do you want them to hear? We… We should go back into the office. They couldn't get in last time and - and I know you're worried about your cousin, but…" her breath caught as she shrank in on herself and reached for Gwen's arm. "S- someone will come and save us soon, we just have to - "

They both froze as a bright green light flashed outside, and the girl gasped even Gwen pulled away and climbed back to her feet. "Someone already has," Gwen said and she tried to be as soothing as she could. "Go back to the back and don't worry. This will all be over soon because Lucky Girl is here!"

God, Ben's crazy was contagious.

But it was such a rush that she actually laughed as she spun on her heel and chased after the dying light.

Gwen could have sworn she'd run past a dozen stores - all of them dark, most of them looked like they'd exploded with broken windows and clothes or perfume bottles or jewelry scattered out everywhere - before she saw anyone else. A man this time, who was crouched over like he was hurt as he stepped out of a store and stood there. There was barely enough light coming through the skylights for her to see him, but she could see his head turn back and forth.

Then he took a step the wrong way, to the center of the mall.

"Wait!" she said as she ran up to him so she could stop him and turn him around. The way back to the doors had to be safer than that way, she just had to…

Had to do something to keep from gagging as the smell that was coming off of the man punched her right in the nose. The stink of dirt and rot was bad enough that it almost matched the worst of Grandpa's recipes and she would have gagged at any other time.

Now she just threw herself at the ground and rolled.

It was almost too late. Gwen saw the man spin and felt him something brush her hair as something cut through the air where her head had been just a second ago.

"So not what price slashing means," the girl said just to hide her nerves as she jumped back to her feet and spun around. It almost worked, just like it almost helped her ignore the sound of her heart pounding in her ears. Then she took that fear, that rush of adrenaline and terror and shoved it all down her arm, down to the palm of her hand.

It shouldn't have worked. She still couldn't believe that it did, but she felt something change in the air, as if lightning were about to strike. It gathered around her hand right as something in the universe twisted.

And then the air around her hand burst to life in a blue glow.

It was amazing.

It was terrifying.

It was magic.

And it wasn't done yet. The energy was still there, was still building up. The lightning hadn't struck yet. All it needed was a word to shape it and her will to cut it loose. Terrible, ancient words that she'd read out of a stolen book and that she could almost feel itching at the tip of her tongue now. She could feel them there, could see what they would do, but she snapped her lips closed.

She had to know what she was fighting first. Ben might rush in, but she didn't. She raised her hand and the glow pulsed with energy and flashed it's blue light over the monster in front of her.

And what she saw was just as amazing as it was terrifying.

Amazing, because for one strobe of the emergency lights she saw the man who used to be there. Even crouched down he was a head taller than her. His skin was bronzed from a lifetime in the sun and his bare chest and arms were covered in tattoos and scars. He shifted his balance from one moccasined foot to the other like a giant cat as he eyed her with dark eyes and she saw him shift the tomahawk in his hand.

Gwen had only ever seen one in a museum before - a real one, anyway - but she knew what the weapon looked like. She'd held a replica once, had used it on a board and thrown it and she knew what it could do.

What it had almost done, just a moment before.

And then the lights stroked again and she saw what was really there. The bones stained by centuries in the soil and the bits of skin that still stuck to them. Bones that should have still been lying peacefully. And his eyes -

- the eyes were empty pits. Or she thought they were, but as she stared into them, she thought she saw a spark of something in there.

A flicker of pink fire…

Then Gwen saw the man again. He stared at her hand and his mouth moved. She waited for the moan that every real zombie made, but instead he said something that had to be a word, even if she didn't understand any of it. Except for the tone, she knew fear when she heard it. And respect.

"I'm sorry, I don't-" she started hopefully.

And then he attacked, his swings so fast that his hand was a blur and the blade a whistle in the wind.

The words screamed in her head, but they wouldn't come out. She couldn't concentrate enough to say them, it was all she could do just to keep the magic she'd already gathered with her and still stay one step ahead of the zombie's attack. The stone blade flashed out again and again as she dodged. Each swing precise and getting closer.

It felt like dancing.

And he made an overhand swing at her that sent her spinning on her left foot to get away from it. The blade came close enough that she could see the chips on the blade of the tomahawk. So close.


She kept spinning as he stumbled closer to her. Spun as fast as she could as she brought her right foot up and drove her heel right into the zombie's temple. She kicked him hard enough that she felt it all the way up to her hips, hard enough that it should have shattered the bones she saw with every other blink, hard enough to knock the zombie down to its knee. And she didn't stop there, she brought her leg down in a scissor kick on the corpse's forearm and the tomahawk went spinning out of its hand and disappeared somewhere in the dark.

If she was fighting anything human, the fight would have been over right then.


She pressed her palms together and entwined her fingers as she backed away. The two black orbs of the skull glared up at her, following her every step, and the bones of its hands were already flexing against the ground as it pushed itself back up to its feet.

She really wished that they fought something human more often.

The zombie lashed out, its fingers like daggers.

Her hands shot up. Maybe it thought she was giving up, or trying to push the monster away. If this was a horror movie, she probably would have been, and maybe it was one.

For the monster.

"Emocha objectia!" It was the simplest spell that Gwen knew, one of the first she'd learned. She hinged her hands back until only the heels of her palms still touched and all the energy she'd gathered erupted from them in something like a laser beam that slammed into the zombie's chest and sent it flying back out of the light.

"Ninja sorceress," Gwen said with a fierce grin when she heard the zombie smash hard into something. She kept grinning even as the rush left with the magic. She didn't stumble, though. Not like she had the first few times she'd actually tried to cast the spell. It stunk, but she could live with being a little lightheaded if it -

Two violet lights burned like bonfires in the dark in front of her.

Gwen quick-stepped back, trying to get some distance and she wished her voice didn't quake as she squeaked out, "I spent a weekend last summer at an archaeological dig! It was so much fun learning about your culture!"

And then it bellowed and she turned and ran.

It chased after her, the violet fire in its eyes burning so bright now that she didn't need her magic or the emergency lights to see the debris in front of her as she ran as fast as she could.

But the light that kept getting brighter.

"Good one, Tennyson," she said, the words spilling out of her in a terror-filled avalanche. "Tell the zombie Native American that you dug up his village. Bet he loves that."

Her mind raced through all the spells she knew - raced over them over and over again because it didn't take long to think of all eight spells that she had memorized and she wished she had her spellbook and about an hour to learn another spell - and her martial arts, but she'd tried them both and neither of them helped.

Her best moves, her best spell and all she'd done was stop the monster for about a minute. She needed to hit it with something bigger, like maybe the whole mall bigger, and she raced into the food court. She dodged and jumped over the flipped tables and chairs that the thing behind her just ran through, but there must have been skylights here because she could finally see again, even if it was just with the pale glow from the moonlight. Her eyes went to one of the pillars that shot up into the ceiling and it only took her a second to see the pipe that was attached to it and ran all the way back down to what looked like a heavy duty electric outlet at the base.

Gwen didn't know what kind of magic did all of this, but she knew it did a number on the electricity in the mall. Maybe, if she was very lucky, a big enough jolt would do the same thing to the spell. She turned and ran for the pillar even as the violet light flared behind her and she saw her shadow spill out in front of her in sharp lines.

Of course, she wouldn't have to do any of this if Ben…

And, just for once, it was like he read her mind.

She didn't see him coming, there wasn't a shadow flying over her head like she'd seen in so many movies and he didn't shout anything to let her know he was coming because her cousin could be a jerk like that. No, she didn't know he was there until she felt him hit the ground behind her.

Hit like a cannonball.

She spun around and expected to see the black, white, and yellow giant roly-poly bug alien - and how Ben had hated it when she'd called Cannonbolt that - but instead she looked up.

And up.

And up.

The zombie writhed, not that it did any good, not with four hands locked onto the monster's arms and legs. It helped even less when Fourarms spun the thing around like it was the world's oldest discus and threw it. The monster disappeared into the dark and this time it seemed like forever went by before she heard glass shatter.

"Try to walk that off, you 60's snorefest knockoff!" Fourarms shouted and his deep voice echoed in the open mall. Then he glanced down at Gwen and she felt a wave of relief that she'd die before she admitted to when she saw his green eyes. Ben had other aliens that looked a lot more alien than Fourarms, but everything about this form still screamed alien, from the scarlet skin and extra arms. Alien except for his eyes. Somehow, despite all the changes the Omnitrix made, every alien form still had Ben's eyes. Well, at least as long as the alien had eyes. He didn't know how much she depended on that, on still being able to see that much of him even if everything else went beyond weird. Even if those eyes were creased with worry right now as he stared after the zombie he just tossed. "He's totally going to walk that off. These guys won't stay down."

"Tell me something I don't know. And where were you?""

"I was fighting a bunch of them on the second floor - " Ben started and her stomach twisted as she finally really looked at him. She couldn't see much, not in this light and Fourarms was tough, but… Was he holding his bottom left arm against his chest? And why wouldn't he look at her straight on? She was just about to call up the magic again just so she could see, could stop her imagination from running wild, when he took a step back and she made herself listen, "- they all just turned and started running this way. The bad guys usually only get that mad at me or you, and I knew that they weren't mad at me this time, so..."


"Oh, yeah. And we're surrounded." The boy said those words like they were just as much of a joke as that plastic spider she found in her bed last week, and Gwen felt her eyes go just as wide as she looked around. She couldn't see the zombies' bodies, not in the dark, and the fires didn't burn like they did in the one she blasted, but she could see the twin violet sparks in the dark around them now that she finally looked around.

Dozens of them.

"What? You didn't know that," Fourarms said. She could just see his smirk, she didn't even have to look back, but didn't dare to, not when the zombies moved as one. The first one caught a magic blast to the chin and went flying. The second was grabbed up by Fourarms, who barely even looked at the thing before he leaned back and threw the thing straight up as hard as he could. Hard enough that it went right through the skylight overhead.

The zombies in front of them were driven to their knees as the thick glass rained down them, but Gwen spun as the rest started to make that weird grunting sound again before she heard their feet pound the tile floor and then, just like that, the zombies moved…

Gwen's hands shot back up. "Vort-" Gwen started to chant when two arms grabbed her from behind. Her heart pounded, but she didn't scream. She knew she didn't, and that Ben was lying if he ever said anything any different.

"You didn't know I could fly, either," Ben said as he picked her up and jumped. And maybe, just maybe she screamed as the two floors of the mall rushed by them. The two floors and then the ceiling as he jumped right through the skylight he broke a second before.

The glass crunched under foot as they landed and she shoved her way out of his arms. "What's with you?"

"Nothing but my usual awesome." Ben didn't even glance at her as he looked down through the skylight. She did, too, and she shivered as more and more of the violet fires stared up at them. "Aw, look at them try to jump up after us. They're like puppies."

"Evil dead puppies. And something is so up. You left me behind in the parking lot…"

"Not my fault you couldn't keep up."

"You could have waited."

"You could have run faster."

"We could have gone up against them together!" she said with a frustrated stamp of her foot. "And then you run away?!"

"Hey, I didn't run! We needed space to think."

"Think? Since when do you want to do that?"

He finally looked at her with a four-eyed glare. "I could put you back."

Gwen shivered as she looked down at all the violet sparks under them. "People could be getting hurt…"

She saw Ben's fingers sink into the windowsill and she grabbed his shoulder because she knew him. She waited for him yell or just swat her hands away so he could jump back down and tear into the zombies even though if he couldn't hurt them. Instead he shook his head and asked, "You really got them mad. What did you do?"

"Sorceress stuff. What do you think I did?"

"...You talked to them?"

"You are such a…" Gwen sighed as she shifted her glare from her cousin's eyes to the disk that had settled over his heart and the green hourglass on it. "Nineteen aliens. You would think that the Omnitrix would have one that could give you some manners. Or common sense."

"What fun would that be?"

"Fun!?" she shouted and waved her arms wide to take in the whole mall, "What about this is fun?"

"Aw, come on. Don't be such a dweeb." Somehow he managed to grin even wider as he said, "Zombies! This is awesome!"

And she hated him so much right then. And hated him even more because she could feel her the corners of her lips twitch up. "Zombies are a bad thing, doofus."

"Zombies are mega-cool. What do you think it is? Russian satellite?"

"Its a..."

"I know!" Ben said, and he somehow got the deep voice that the alien form gave him to shake, "Maybe hell is full..."

"Benjamin Tennyson! Wait until I tell Grandpa!"

"Oh please. Tell him what?"

"That you said hell!" Gwen said, and she covered her eyes as he laughed at her. "Fine. It's probably a virus."

It was worth it just to see his eyes get that big and the panicked dance he did as he tried to wipe all four hands off on his pants at the same time. "What?! Do you think? WhatdoIdowhatdoIdo?!" Fourarms was huge and scary and it was all she could do not to fall over when she started laughing at the big baby. "What's so - ?"

"It's a spell, Ben," she said with a shake of her head a few. "Didn't you see the glow in their eyes?"

"Oh yeah..." Ben said as he rubbed his bald head with one hand, and she could tell he never noticed. She didn't even know why she was surprised. "So Charmcaster again."

"Or Hex," Gwen said. Probably Hex. They hadn't seen him when they were fighting the Negative 10 and they'd left Charmcaster tied up outside for the Park Rangers with the rest, but it wouldn't be the first time that the girl got away. "Or someone else. Or something else."

Ben let out a snort. "Grandpa would know."

"Grandpa told us to wait in the Rust Bucket while he took a look around."

Ben's face flickered at that. "You saw everyone," he said as he looked down. There were more zombies coming from the far corners of the mall, but she knew what he was thinking, could see the worry he'd been trying so hard to hide despite what he said.

"If anyone's still in there, this is their best chance to get out," Gwen said. "And you were… not wrong about this giving us our best chance to think."

"Not wrong? Don't you mean…"

"Not wrong."

"You mean I was ri-"

"Really annoying?"

"That's not what you said when you were going all damsel in distress."

"I was not!" She shouted as her cheeks burned. "I had a plan. I had two plans! You were just plan B at best!"

"Plan B?! You can't make something as awesome as me plan B!"

"If my good plan didn't work I was going to hit the zombie with something dense and you're the densest thing I know." He opened his mouth and she almost wanted to her his next insult, just for the game, just to see if she could keep topping him again, but she saw the zombie horde under them shift, almost like they'd all had the same thought. A few of the lights in the back went out and she knew that they'd walked away. She didn't know if they were looking for more prey or a way up and it didn't really matter. They had to stop them somehow either way. "Ben…"

"I see them," Fourarms grinned and he braced himself to jump back down. "So, I'll take the fifty on the right."

"It won't help," Gwen said as she grabbed his arm. He gave her a look and she added, "We have to take out the necromancer, not the zombies."

"A necromancer?" Fourarms repeated and the words were almost a whisper as he crouched there. Then he scooped her up as he bounced back to his feet and threw his top two arms high into the sky. "This summer rules!" He shouted as he spun them around.

And she couldn't help laughing with him, even as she hit him on the chest to make him let her down. As soon as her feet hit the roof he was half dangling through the skylight and looking around. "What am I looking for? Skull mask, robes and an evil laugh?"

She knelt down next to him and looked down. Way down. Way down. They were high enough now that she most of the main hall of the mall and even with the bad light she should be able to see something. "Look for wherever the zombies dug their way out of. That's the best place to start."

And it was, but… But that was cement. The zombies were tough and fast, but…

But, but, but...

"One of the stores?" Ben asked, but she could hear the doubt in his voice. "They moved the headstones, but they didn't move the bodies?"

"Maybe..." Gwen said as she bit her lip and ran her hand through her short red hair. She frowned and thought... "It doesn't make sense... They would have found a grave site this big when they were building the mall… Unless..." she shoved herself back to her feet and thought. Not the front, they would have seen something on their way in. Not the sides, she'd seen those parking lots when they drove in and there were just as huge and hard to drive through as the front, but the back...

The trees in the back were lit by flashing red and blue lights. There were police there already, of course there was. They'd have to be there to evacuate the mall and keep the zombies inside.

The trees…

She ran, she ran and she finally heard the popping sounds that were lost in the expanse of the roof and the noise bellow. There was a road back there, and some employee parking, but the forest was barely twenty feet away. A forest and a huge hill that was close enough that it was almost butting up against the mall. "They didn't move anything, they didn't have to!"

Gwen knew she was right before she even saw the holes that pockmarked the hill or things that had to be zombies still making their way down the slope. "It's a burial mound!" she said as Ben ran up next to her. "They probably didn't even know! They'd been there since forever! Like, fifteen hundred years at least! I read about it in…"

"Nerd," Fourarms said, barely paying attention as he pointed down at the police. There were maybe fifteen officers down there, one on a radio while the others shot into the zombie horde. Fourteen officers and a man in a bright red Hawaiian shirt with a shotgun in his hands.


"He was supposed to come get us!" Ben said, and Fourarm's voice made it a growl. "We have to do something!"

Gwen stared down. The smart thing to do would be to wait and watch. Maybe the guns would work better than her spells and Ben's fists. That maybe the city they were in had even more cops than the ones here or out front. More police or the army and that they could just be smart for once.

She watched her Grandpa twitch from the recoil of another shotgun blast and a zombie drop as the buckshot tore through it. And then she watched it get right back up again.

"I hate it when you're right," Gwen said with a sigh as she wrapped her arms around Fourarm's neck again and concentrated until her hands burned with blue light again.

He lifted her up with all four arms this time, backed up a dozen steps and charged forward. "Heroes coming through!" Ben shouted as he jumped.

She didn't know if it was the words or the huge alien suddenly appearing in the sky, but the zombies and the police both froze and looked up. All but her Grandpa, who gave them one look and charged into the horde after them.

And then there was just the hill and the undead that swarmed over it.

They'd landed halfway up the side of the hill and she jumped out of his arms. Her lips made the words and twin whirlwinds burst to life on either side of them before her shoes even touched the dirt. Their winds tore at the hill and the monsters alike, tossing them both into the sky. It wouldn't keep the zombies back for long, but it would give her just enough time to look for…

She didn't know.

The hill looked like it had been torn apart by an army of mutant prairie dogs, with pits and piles of dirt everywhere and the smell from the ripped grass made her want to gag. Dirt and trees and undead, but…

"I don't see any skull ma - Hey, no passengers!'

Gwen spun around and saw the zombie on Fourarms's back, saw it claw at his face while he grabbed at it and a dozen more charged up at him. She raised her fists and was just about to charge back when he caught the zombie on his back by its leg and swung it like a baseball bat into the rest, but there were always more right behind them.

And more spilling out of the mall. More heading their way.

Instinct and a book that Gwen barely remembered reading drew her eyes up the hill. "A temple… Burial mounds usually had a temple at the top!"

"King of the hill time!" Ben said, and the two moved like one. He fought with the wild abandon that made her shake her head and mutter 'boys," as she blasted hit anything that he missed with a well timed punch or kick or burst of air or lightning. They fought as hard as they could as they inched their way up the hill, but she never stopped looking around for the thing that she knew had to be here.

The thing or the person.

It seemed like they'd been fighting zombies forever, and then they were on the top. And it was just as empty as the rest of the hill. If there had ever been a temple here, it had rotted away a long, long time ago. And the other side of the hill was just the same mess of holes and dirt and the more of the same pulsing violet light that burned in all of the zombies eyes that she could see staring up at them.

Except one of the lights wasn't moving and it wasn't paired and it so wasn't little. It burned like a bonfire in a pit barely twenty feet down the hill.

"Ben! Over there!" Gwen shouted as she ran. She felt him turn behind her, felt his steps shake the ground behind her as he tried to catch up. Then she felt him stumble and the ground shake as something knocked him to his knees.

She looked back and saw three zombies on Fourarms's. The three clung to and scrambled up the huge alien as they tried to claw at anything they could with their hands made of bone with wisps of skin still on them. She wanted to turn, to help him fight them off, but the pit was so close. Close enough that she could feel the magic coming out of it and she knew that breaking whatever was inside would end the whole thing.

And then she heard Ben howl and it didn't matter.

Gwen spun around on the ball of her right foot and her mind raced through everything that she ever read in her spellbook for something that would knock the things off of the doofus. She wanted to throw magic at them like a real sorceress would, but she couldn't think of any spells that would help. Lightning, the wind vortex, even throwing rocks would all hurt him more than the they would any of the zombies unless her aim was perfect. Even her shield spell would just trap him in a bubble with the dead things. The only thing she could do was…

"What are you doing?!" Fourarms bellowed at her as she started to run back, her eyes already locked on the zombie on his back as she got ready to launch herself at it. "Break the spell already, you dweeb! I got these!"

He grabbed the one she'd been ready to kick off of his shoulder and drove it into the ground just to prove his point in the world's most devastating piledriver. The thing hit hit ground so hard that she felt it through the soles of her shoes even though she was still ten feet away and they were standing in grass.

Ben hit the zombie as hard as he'd ever hit anything and it still didn't matter. The violet fire in its eyes flared bright in its ruined skull and she could see it pulling itself back together even as she turned. Even as she saw more swarming up the hill at them. There were so many now and her brain wouldn't shut up, it just kept running the numbers and she knew…

They couldn't win. Not by fighting the zombies.

So she did what she should have done to begin with, what anyone who was even a little bit of sense would have done the second that they saw that pit and the monsters around it and put it all together. She spun again and magic flickered around her fingers as she ran all out so she could end this before anyone else got hurt.

Before Ben used up all of his luck.

The whole time she started to chant the words that gathered her magic so she could release it into one burst that would break whatever it was that was powering all of this.

It had to. If it didn't…

She chanted louder to make the spell stronger and to drown out the sounds of Fourarms fighting behind her. His jokes and trash talk were coming at a mile a minute and he only did that when he was scared. Ben scared. He wasn't ever…

Not that he let it stop him. She knew it wouldn't just from the thunderous sound his fists made every time they connected and the way the ground shook as he jumped to block more.

As he bought her time.

At least the gathering spell worked. Gwen never could figure out why the air around her hands glowed with a blue aura every time she started to cast, but it was burning bright now as she kept saying the words.

Not that it made her feel any better. Now when the guilt in her belly burned hotter still as she ran. As she left him behind like they'd both done before when they had to, but that never made it any easier. Then the pit was there was there and she had to forget about everything but the next spell.

The violet energy was almost blinding now that Gwen stood at the edge of the pit, but she could still see shapes where the light burned hotter on whatever the thing was that was lying at the bottom. Shapes that almost looked like words or drawings. The thing pulsed again as it let out a storm of energy that tore at her hair and clothes, but she ignored that like she did everything else. She just raised her hands at it and started to say the words that would let out every bit of magic she'd called up in one laser-like burst of energy.

She barely got the first of the three words out that the spell needed when the boy in an alien's body screamed her name. "Gwen!" and the other two words froze in her mouth for a heartbeat as she fought down the need to spin, to run back and save him like he always saved her.

Three words. She could help more with three words. She knew that, but it didn't stop her heart from hammering or keep her from remembering the last time that she'd heard her cousin sound so panicked.

- teeth and tendrils and she was trying so hard but she couldn't get out of the thing's mouth any more than Ben could keep the doors from closing and the last thing she saw before the light went away was his face as he screamed her name as the teeth closed and and and -

And she screamed the first two words of her spell again as Ben howled, "Gwen! Dweeb! Look ou - !"

The zombie slammed into her side a heartbeat later.

It hit her so hard that it knocked her right off of her feet even as it wrapped it's boney arms around her. Gwen heard Fourarms's scream tear through the night as they hit the ground together with the zombie's arms still around her, but somehow she managed to get her foot against it. Somehow she managed to kick away.

She kicked hard enough that she slid across the slick grass until that went away, too, and she fell again. It felt like she fell forever, but it couldn't have been for long before she hit the loose dirt and torn grass that covered the bottom of…

Her eyes went wide as the blue light in her hands burned like stars as she stared at the dirt walls that seemed to tower around her even though her foot was still on the lip of the pit. It didn't matter because she knew.

A grave. She was in a grave.

They were.

It might have been a new zombie or it might have been the same one that just tackled her, Gwen couldn't tell and didn't care. She just knew that it just there, crouching over her with burning eyes that looked so much like the stars that it just blocked out. The thing had to be a foot taller than she was and so much heavier as it threw itself at her, but she fought like a cat against it anyway. She twisted and clawed at its hands and when that didn't work she tried all the dirty tricks Sensei taught her in case she was ever in a real fight. She kicked and clawed at its chest as she tried to find its face. It's eyes. She didn't know what touching the magic fire she saw there would do to her and she didn't care.

Neither did it. It didn't even notice as she dug her fingers into the ruins of it's shoulders.

But Gwen didn't stop. Not even when she felt cold metal under her fingers instead of the bones or leather she was expecting. She looked up at the zombie, at the glowing violet fire in its eyes she'd been ready to claw at even though she didn't know what the spell would do to her if she touched it, and for the first time she saw the helmet it was wearing. It was pitted and rusted red by time, but it was still a helmet.

A helmet that didn't belong here on a zombie that must have been just as far from home as she was. A laugh slipped out of her mouth at that thought that she never would have recognized as hers if she'd heard it.

She fought even harder even as she let out that noise. Hard enough that she could finally pressed a hand against the rotted cloth on his chest that must have covered the chain mail once in a wild attempt to shove the thing off of her. Then the light in its eyes flashed violet and she saw the man that the zombie had once been. She looked up into his tanned face with it's thick black beard, all of which was almost hidden behind a helmet so new that it still had hammer marks on it.

Violet light still burned in his eyes, but they were blue now and not just black voids in a skull. Blue and drawn to the light that flared around her hands that revealed the soldier over her as he was when he was alive. Whatever spell was reanimating him even restored the cloth that he wore over his chainmail even though she had her hands pressed into it. The wool felt new under her fingers, new enough that she could see the red snake that was eating it's own tail that someone emblazoned into it. A snake that was slithering around a blue circle. Gwen stared at it and almost wondered…

And then the violet laugh flashed again and it was a monster again. One that somehow managed to snarl a single word from between lips so dessicated that they were pulled tight against its crooked teeth.


The word burned in her head and magic blazed in her hands as the zombie pressed in and her world shrank down to just those teeth. She could just see them tearing at her, closing around her.


"Ben!' She shrieked as what felt like the whole world collapsed into her chest before it exploded out of her in light and thunder.

- o - o - o - o - o -

"- pened to her! She just cast the spell and - " Gwen heard a raspy voice shout as she felt hands grab at her.

Her eyes opened and she saw something huge crouching over her, felt its hands on her shoulders and she moved. She clawed at the arms, but her short fingernails only got caught on material that seemed to glow with color even under the moonlight. Glowed in a horrible mish-mash of colors that she...


"Pumpkin!" Grandpa Max shouted, and she could hear the relief in his voice even as he scooped her up and hugged her tight. She buried her face in his shoulder and let his warmth be her world as she tried to make everything else stop spinning around her.

He didn't say another word as she held onto him. Not to her anyway. She thought she felt him shake, just once, but his voice sounded just as steady as it always did as he said, "Ben, time to go!"

"Got it!" Ben said, his voice twisted as the hug got even bigger. Four arms bigger. Ben lifted them both up like they were weightless and jumped.

Jumped once. Twice. Three times.

Jumped away.

"Wait!" Gwen gasped out as soon as Ben landed and she shoved them both away. Her head swam, but she had to stop them before they got further from the field, before they had to fight their way back again. "We have to - We - " she said as she stared up into Fourarms four eyes, which were so wide as they stared down at her.

She heard metal scrape against metal and her head spun again as she turned to look. She watched Grandpa lean into the passenger door of the Rustbucket and pull a box the size of a big lunch box out from under the seat and yank it open. He reached in and grabbed something that looked like a pen and another box the size of a deck of cards out like he'd done it a thousand times before.

She watched him do all of that before she realized it didn't make any sense. She shook her head because it felt so fuzzy and she needed to think. That was her job. Why were they - ? There were zombies out there!

"Grandpa?" Ben asked and he sounded so worried even with the way Fourarms' voice rumbled.

"It'll be okay, Ben," Grandpa said, his voice calmer than his eyes as he pointed the pen at her and did something that made the end of it glow. "Gwen, Pumpkin, everything's going to be okay."

Gwen blinked at the words and shoved the laser pointer away and it was all she could do to keep from falling over from the push. Her knees never felt so weak before, but she made them work, made herself stand because she knew that if she fell over they'd try to save her instead of everyone else and she hated it when they did that even though she'd do the same thing for either of them. She made her knees hold her up as she spun around because Ben would understand. She made her hands stop shaking and her heart slow down and her lungs work so she could force out the words she needed to say. "Wait! I'm fine! I'm fine. We have to break whatever it was that was in that pit! That's what..."

"We know!" Ben shouted back. His voice shook and she would have sworn he was just as mad as she was at Grandpa for making them run away if it wasn't for what he said next. "I smashed it already! I did it after your spell knocked everyone over.'

"But…" Spell?

"It's over, Gwen," Grandpa said as he waved the pen at her and stared at the box. Then he let out a sigh before he put them both in his pockets and reached over so he could brush the dirt from her hair. She tried to pretend that was all he was doing, but she could feel his fingers searching for a bump, that he was watching her and waiting for her to jump. "The zombies all collapsed the second Ben broke the stone. The police can clean up now."

"They are? Did you see what was on the stone!? Was it a ch - ? I'm fine!" Gwen shouted, her mind spinning as she pushed his hands away again. She was. She knew she was. Nothing hurt. Nothing physical anyway. She was glad it was dark. Dark enough that they couldn't see the blush that she was sure was burning its way up her cheeks because they were treating her like a baby when there was a bad guy out there! "Ben, tell him - ! "

Fourarms looked at her, but there was a flash of red light and it was Ben who answered in a mumble, "Just let him check," before he turned and kicked at the ground.

"It's fine, Gwen. Deep breaths."

And the words rankled. She wasn't made out of glass. "Gran-!"

"Deep breaths," Grandpa Max said again and he gave her the look. Gwen rolled her eyes, but she stopped trying to squirm away as he ran his hands over her head. At least he dropped the silent treatment as he did it. "I've seen stones like that before. The people who lived here probably buried it to protect the grave site."

"Unless it was - "

"I don't think so," Max said. He cut her off like he knew what she was going to say because he did. Because he was Grandpa Max and he knew everything. "I didn't see them, anyway. The stone had probably been buried there all this time and some animal just happened to dig it up today. It happens."

"It happens. Zombies just happen."

"You would be amazed," Grandpa said and he finally gave her a smile as he reached down and squeezed her shoulder.

"I told you I was fine." Her voice was firm as she pushed what happened away. "It was just… I think that spell needs more work."

"Yeah, the spell," Ben said and it should have sounded like he was agreeing with her, but it so didn't.

"The spell," Grandpa Max repeated. He'd heard Ben's tone, too. She knew he did just from the way he looked at them both. Then he frowned and shook his head and she could feel Ben tense even if she couldn't see his face. "This is why I told you two to -" he stopped himself there. Stopped himself and took a deep breath. He reached over again and squeezed Gwen's shoulder as his smile went away and the worry came back. "You've never… Neither of you. You… Did something - ?" he asked, his eyes flickering between her and Ben before they went to the sky.

To the stars.

And just like that she knew what he was asking. They barely got home before this happened, and they never even had a chance to talk. About how they found the creator of the Omnitrix, about fixing the Watch or Vilgax or the things they saw, or - or -

She heard the Doofus let out a hissing breath behind her and she shuddered again as her eyes went to the dirt before she slammed them shut, but that didn't stop the memories of being dragged under it, of being pinned against it and the teeth…

Gwen felt it all come bubbling up as her stomach twisted and she felt the words just at the tip of her tongue.

Then there was a whirl of police siren down the road and the moment was gone, just like that.

"Okay," Grandpa said a moment later, his voice low as he followed the car. Then he let out a little grunt as he stood up and started to herd them to the side door. "Okay. I just… I'm so proud of you two. And you can always talk to me. About anything, but right now we have to go."

"Even about doing a victory lap?" Ben asked as he opened the side door and jumped in. He sounded so obnoxious as he asked, but Gwen saw him run his hand through his hair and his grin didn't meet his eyes.

Grandpa let out a little laugh, but she could feel his eyes on her as she jumped in after Ben. "Not today, Sport. Sorry." The worry didn't leave his eyes even after he made sure that they sat down in dining booth. She was sure it was still there even as he made his way to the front of the R.V. That it was still there as he pulled the Rustbucket back into the street and drove them away from the mall as fast as he could.

Not to anywhere, not yet. Gwen knew that if they asked he'd say he was heading for some landmark or some city and they would be in an hour or so, but for right now all that mattered was getting away. "The life of heroes," she sighed. It wasn't what she wanted to say, wanted to ask, but it didn't matter.

She knew that Ben was okay just by the way he grinned when he looked at her and threw his hands up. The smile she felt spreading across her face was real, but only a little bit of it was because he always acted like not getting to strut for the cameras was the end of the world. The rest of it… He could act like a doofus all he wanted to for right now as long as he was okay. "I know! Like one bow would have ki-"

"Right?" Gwen said with a laugh before he could finish. A laugh that died when she saw the drawn look on his face as he stared at her. "Ben? I'm… It's…" She tried to say the words, but she felt her heart start to pound again as her eyes darted over him.

"Whatever." He shoved himself to his feet like it was nothing and if he was hurt then she knew he'd play it up for all it was worth, not turn his back on her. Not storm away.

"You're just jealous!" Gwen shouted before he could get more than a couple of steps. "Zombies and a cursed graveyard? Its official. My magic is way cooler than your watch." She plastered the biggest smirk she could on as she waited for him to explode, for them to spend the next hour shouting insults at each other until today was just a normal day. Normal for them anyway.

She needed him - needed him to act like everything was normal and she didn't know why.

He froze and she knew she had him even before he spun around. "It is not! The Watch is way cooler than your hocus pocus!" Ben shouted as his hands flew everywhere.

"You wish!" Gwen said, and she felt so relieved that the doofus was being a doofus that she could have cried. She laughed instead as she eyed the red light that was glowing away under the Omnitrix's faceplate. "My spells are way cooler and they don't have to recharge after I use them."

"No, you just have to take a nap," he said as he crossed his arms and he got that little smirk that he always did when he thought he won.

"I didn't - !" she started as she stomped her foot. Then she shoved her chin in the air and sniffed. "At least my magic won't blow up the universe."

His eyes shot open so wide that she could see the whites of them all around them. They were so wide that she could almost see the monkey's in his head trying to think of a burn as good as the one she just gave him and some sick part of her couldn't wait to hear it. Her heart fell when he shoved a hand through his hair and spun around as he shouted over his shoulder, "I'm getting a shower, Grandpa! I've got Zombie dust everywhere!"

This - this wasn't how they played the game. "Ben…" He didn't… It was just a game. He knew that. He wasn't -

"Gwen gets first shower!" Grandpa called from the front before she could think of anything else to say. Ben didn't argue with Grandpa or even pretend he heard her. He just stomped his way to the back of the Rust Bucket.

He already had their bunks down and a comic in his hand when she finally got the courage to stand up again and follow after him. "Ben…" she said, and her heart thumped in her ears as she said it.

"Don't spend all day in there this time," was all that he said before he rolled away from her. Before he even gave her a chance.

"Whatever," she snapped back as she grabbed up her pajamas and stormed into the bathroom and what whoever designed the Rustbucket laughingly called a shower. It got the dirt off of her, and there was so much that the water looked black under her feet. Almost like she was sinking - or being pulled under and - and -

And the Rustbucket did its best, but the water heater must have given out again because she shivered through the whole thing even with the heat turned all the way up. She stayed under the water for as long as she could stand, but she was so cold that her hands were shaking by the time she almost felt clean. They shook enough that she barely pulled on her pajamas, enough that it took forever before she trusted them enough to wipe the steam off the mirror so she could brush her teeth and put on her moisturizer. Still, she almost normal as she stepped back out and shouted, "All yours, Dork."

Ben didn't say a word back.

"Whatever," Gwen said again before she turned and stomped away from him. She didn't look at where she was going. She didn't care where she was going as long as it was away from him. Three months. She should have him figured out after three months, she had everything figured out after three months.

But she didn't. She so didn't.

She didn't look at where she was going, but her feet knew the way. She'd made the trip so many times that she knew the feel of the worn carpet under her bare feet and she wasn't even surprised when she finally collapsed into the passenger seat.

It was her favorite seat in the whole world - their favorite seat. They'd fought over it almost as much as they did the top bunk over the summer and - and she shoved the doofus out of her head as she let herself sink into the seat. The upholstery was just as worn as the carpet or the rest of the Rustbucket, but it felt like home.

And now it was all hers. Now she'd finally get five minutes of peace without any more monsters or her cousin - she was repeating herself, she knew she was - bothering her and it was a vacation.

"Gwen," Grandpa asked from the seat next to her. "Are..."

"Why does he have to be so..." her lips moved as she tried to find some word to describe Ben... and she picked the worst one she knew, "so Ben?"

"Gwen," Grandpa repeated, this time with a sigh.

"It should have been just the two of us," she said in a rush. "It was my turn!"


"He had you to himself last summer," she said, and she didn't know why everything went blurry, but it did. "It should have been my turn this year."

"A four day camping trip isn't all summer, Gwen," Grandpa said with a sigh. "And I heard the same thing from him after I took you to Los Angeles."

"For, like an hour. It's not the same," she crossed her arms and stared out the window.

"Gwen. Pumpkin," Grandpa said and she sunk into the seat because she knew what was coming, that was trying to find the words and she hated it when Grandpa couldn't find the words. The only way things could have been worse was if he used her full name. "What happened?"

No, that question was way worse.

"Its my fault," she said, and she heard her Grandpa shift at those words, "I should have practiced that spell first. It worked though."

"You've had spells backfire on you before, and you never..."

"Zombie movies freak me out," Gwen said, the words rushing out of her before the man could finish that sentence. Somehow, somehow she knew she couldn't let him finish it.

That it would be real if he said it.

"I know that isn't true," Grandpa said and he made another one of the sounds that should have been a laugh, "not after the marathon you two insisted on last month."


"Did something..." his voice caught. "You two were gone with Tetrax for almost three days. Did something happen?"

And her stomach twisted. Three days? It couldn't have been... Three days in space? She looked out the windshield at the stars in the sky and... God, she'd been out there for days. She wanted to grin. She wanted to tell everyone, tell her parents, rub it in the faces of everyone at school. God, she'd been in space. She'd been out in the stars. She'd been...

A flash of teeth and tendrils and the world going black as the alien dragged her away. As she called for Ben and he tried so hard to save her.

As the light went away and she knew that she'd never -

"Gwen? Look at me. Everything's okay. You can tell me."

Gwen shivered and made herself look at her Grandpa, really look at him like she'd been trying not to ever since they got back a few hours ago, back when the radio report about zombies at the mall was a relief. And she saw what she always did, the laugh lines and the eyes that always lit up every time he saw her and had enough patience in them to put up with her cousin and…

And the worry lines around his eyes that she was sure weren't there before she'd stowed away on Tetrax's ship with just a note on his pillow telling him where she was so he wouldn't worry. A note that so didn't work, that she knew wouldn't work, but she couldn't let that stop her. Not when Ben - not when the universe needed saving and she just couldn't leave all of that up to the doofus. That he shouldn't - that he couldn't handle it all by himself anyway.

He needed her. He would never say it, but she knew that he did.

And Grandpa looked so tired when they got back. He looked so tired and Ben...

And Ben...

"I was stuck in a spaceship for Ben for three days. What could be worse than that?" Gwen asked and she made herself grin as she said it because she should have been. It should have been a joke. It would have been one a summer ago. She thought Grandpa was going to laugh or yell, not go pale as his fingers went white around the steering wheel.

"I thought I lost you both," Grandpa said in a voice that was barely a whisper, "that I'd have to go home and tell your parents that I - I knew I couldn't go with Ben, not after what Tetrax told me - that if anyone even thought I was out there they'd… but you were gone for so long and I… I should have... "

Grandpa looked at her after that and his eyes went right through her like she was a ghost and -

And there were teeth and the light went away and she was too scared to even try her magic and she just wanted to go home. She just wanted -


Gwen blinked at the sound of her name, and blinked again when she saw Grandpa staring at her instead of…

It didn't matter. Not when the old man looked so worried that Gwen made herself smile because the truth would just hurt her Grandpa even more, hurt him even though he couldn't have done anything then or now to change it, and it always felt like her world was going to end when her Grandpa got hurt.

So she got up and wrapped her arms around him in a hug and tried not to notice that he was shaking just a little. "I'm okay, Grandpa," she whispered and he reached up and squeezed her hand. His hand, the one that always dwarfed hers and felt so strong when she held it, shook even worse than his shoulders did and kept shaking until she kissed his cheek and declared in a firm voice, "We're fine, Grandpa. We handled it. We saved the universe."

They had. She had. She handled that, and if Grandpa could handle that kind of worry then she could handle… whatever this was. She knew she could. For the first time in a day, the knot in her stomach went away just a little.

Grandpa must have seen it, too, because some of the worry finally left his eyes. "And then you came back to be Zombie bait."

"Well, that's my own fault," Gwen didn't have to fake the laugh this time as she let him go and sank back into the passenger seat with a smirk. "Look at who I was with. Who would snack on Ben's brains when mine are right there?"

"Gwen," Grandpa Max said again, except this time he had a long suffering sigh instead of the worry. "Do you really wish that?"

"That zombies would eat my brains?"

"No, that it was just the two of us this year."

And she opened her mouth to say yes. To say yes over and over because things would have been so much better if Ben wasn't...


"Grandpa," Gwen said, her voice dangerously close to a whine as she turned away and stared at the stars again.

"I didn't think so," Grandpa said, and his smile was back and she hated it. She hated even thinking about it.

But she was in her favorite seat in the whole world and it didn't matter what happened at school, or at home, or out in the stars, not when she could sit there and talk about anything while Grandpa had that smile and just listened to her ramble because he was the best listener. Then, when she finally ran out of words, he would say something that would make her laugh or roll her eyes and everything seem okay again.

It was a kind of magic that only he had.

So she stared at the stars and talked and waited for that magic, for that feeling to come back.