Disclaimer: I don't own Ben 10

Chapter 2 – Excuses

Bellwood, New York, October 1st, 2009.

"Hey, champ, nice to see you and your cousin together again," Carl said as Gwen was uncharacteristically silent in response, he grabbed a piece of pita-bread and dipped it in some sauce, "We got that message from your Grandpa, we're sorry you won't get to see him but, I'm sure he'll be around for Christmas," sometimes he was so disappointed in his fathers constant disregard for the feelings of his family, absent at every turn.

"Don't worry, Dad, it isn't that big of a deal…" Ben responded but as a father he knew when his son was just acting strong for the sake of it, he bonded with his grandfather so much on those summer trips but, they suddenly stopped and Ben simply hasn't been the same. Sandra poured Natalie and Frank another half-glass of wine, before setting it down and noticing their slightly off behavior.

"I hope Ben hasn't gotten you two into trouble already, has he?" Natalie asked with a mostly sarcastic tone, knowing full well how crude her sisters son could be but, she did her best to ignore it until she noticed Gwen's heated cheeks, "We've hardly been here an hour… what did he do?"

"Ahem," Ben elbowed her in the ribs lightly as both sets of parents had stopped their chatter when they noticed Gwen staring off and clearly blushing.

Gwen perked up, "Right! Nothing, he just- I mean I just wanted to take a walk to the park around the corner to show Ben it's dead-center in between our houses so I figured we could hang out there sometime," she recomposed herself as quickly as she could and it wasn't surprising to see her demeanor change completely once she'd applied the effort.

"It's getting late, Ben, I don't want you out all night…" Sandra announced as she put down the bottle and grabbed her own glass, "Be back before midnight, please!" taking a sip she was stopped when her sister almost did a spit take with red-wine.

"Midnight?! Are you crazy? He is a thirteen-year-old boy!" Natalie turned and practically shouted.

Carl had half a pita-bread in his mouth and kept chewing to avoid the conversation as Frank decided now was best to speak up, as the two sisters began bickering about raising their children as they always had, "We'd appreciate if you had Gwen back no later than ten-thirty, she still has exam prep tomorrow morning and I don't want her up too late."

"No problem, Uncle Frank," Ben said as they both backed out of the house slowly, announcing their goodbyes as the door shut behind them, leaving them free and clear.

Carl finished his bread and sighed as Frank was glaring at him, "I know, I know! I shouldn't be making excuses for him…" he announced as his brother scoffed, "He works hard though."

"Well, tell me that if he was here now that those two wouldn't spend more time together, or that we wouldn't be here as four people with food for seven," Frank took a sip of wine and gave a long sigh, "All I'm saying is he's probably drunk in the back of that old RV he's always going on about and forgot to get ready in time; you saw the text, it was practically a copy/paste of what he sent on the Fourth of July."

"That man… when will he get his life together?" Sandra sighed.

Alpha-Centauri #3, Unknown Location, October 1st, 2009.

Max never did enjoy the sound his grenades made when they went off but, he had been so used to the ringing that he could let one go off just three or four hundred feet away and keep blasting with his twelve-gauge plasma rifle. He was with a team of six which were down to four now as they were slowly being surrounded by odd creatures.

His partner, Wes Green, fired next to him in the same Plumber suit only he exclusively used the blasters attached like gauntlets to his suit, firing red beams out into the fray, hearing the collapsing bodies but, not seeing any difference in their numbers as they approached through a line of trees. He ducked just in time to avoid a chunk of yellow-adhesive vomit of some kind that sounded like a gagging animal flying from the smoke. Next to him was another man, tapping away at buttons on his belt and gauntlet, trying desperately to send a single message to Earth while they still could.

"Get your shit together, Albright, we don't have all day!" Max shouted as he took a breath and popped back out of his cover, laying out three or four bolts before leaping into a sprawl behind some brush to continue firing.

"I'm working on it, aight?!" the African-American man, geared up identically to Max in head to toe Plumber armor, shouted with frustration as he tapped a few commands into his belt allowing him to send a transmission out, "Signal sent, was it really that fucking important?! I could stop to send texts to all our families if you want!" He chided as he pulled two energy-pistols from his holsters, firing off into the distance.

"Yes! Just follow the orders; I said I'd cover you, didn't I?!" Max shouted as he tossed a sonic-grenade behind him, landing and opening up releasing a high-pitched frequency that shattered most glass structures and threw the horde into a frenzy; they were all yellow-skinned, purple faced, octopus creatures that parasitically control their host, every one of them taken down was once an innocent alien citizen.

Albright looked back at him for a moment, staring at his own reflection in their helmets, "You also said this wouldn't turn into another shit-show like it did in Taiwan! Remember that?"

He heard him perfectly through the communications unit in their gear, "How could I forget when you wont stop reminding me, Go! Go!" Max turned with Wes laying down cover fire with several blasts, hitting his targets in the chest with more accuracy than any trained sniper currently alive.

This sonic attack continued giving them the cover they needed to get to the safe house only a few hundred feet behind them, his fourth and last partner was Amelia Armstrong and she refused to leave, not after what they had done to her husband, a Tetramand who was on this mission with them. She clutched her rifle until her knuckles were white and kept firing as tears streamed down her face but, her blonde hair swayed when she was grabbed by the shoulder, pulled back, forced to retreat. Screaming as she dropped her gun, Max got her over his shoulder and ran her towards the small cabin sized building.

He made it in and Wes shut the door behind them immediately, letting Albright take the frantic Amelia as she kept weeping into her gloved hands after watching what they did to her Emanuel, they had a child at home waiting for them and now she would have to find a way to tell him that he's never going to see his father again. Emanuel was a Plumber for nine-years and knew what he was signing up for but, this? This was an entirely different type of hell that even Max had never seen before, it only took days for it to spread and suddenly they were surrounded.

Max opened up a panel and fired up a shield generator that put up a barrier between the house and the thousands of creatures gathering around them from every direction, "It won't hold them, not even for ten minutes…" Albright pointed out.

"Yep, we have no other choice; the operation is a failure," he turned around flipping another lever juxtaposed to the shield generator, "We're going home," the entire base suddenly began to transform within the shield, becoming slightly more aerodynamic, letting down metal plating, and sprouting wings akin to a star-ship, "Don't worry, I'll be the one delivering the news…" Max put a hand to his helmeted-forehead as he heard the engines starting up beneath them, feeling it in his boots, he was getting far too old for this and it wasn't getting any easier. In fact, he wasn't sure if this mission would have succeeded even if they were all in their prime, and they certainly weren't. The ship pressurized and began running its own artificial atmosphere for them to breath, oxygen, and such, sterilizing the room as they were now all free to take off their helmets.

Once he did, he wiped the sweat from his brow and coughed as he took a breath and finally settled himself, his back was killing him and his joints were starting to ache the longer he tried to keep up; he turned to the side panel where he noticed something slamming into their force shield. They were only a minute or two from launch but, the beast was a Tetramand fused with one of those squid-faced parasites, as he mindlessly slammed against the shield with all four fists. Max of all people knew how strong an angry Tetramand could get…

Amelia looked away still in tears as Albright took her shoulder and brought her to a cot away from view, "Should you or should I…?" Wes asked from behind Max with a sigh as the shield broke down and they reached t-minus ten seconds; he pulled his helmet on and opened a single panel facing the scene.

"I got it," Max responded.

Pulling out a large cannon, static charged within a tube below its barrel as the sound hummed, the Tetramand charged until he was only ten feet away; Max pulled the trigger letting loose a powerful beam that didn't pierce the skin but, sent the former ally back two hundred feet into a pile of unconscious creatures just like him.

The ship took off as they sealed off the panel and Max was free to remove his helmet again at long last, sitting down and staring off at his boots; the terror in the eyes of those he couldn't save, he could never unsee the people and friends he'd just lost… it was like the ringing from his grenade was still going off only it would flash at him like a cheap horror film.

"Max…" Albright called out as it seemed Amelia wouldn't look at anything other than the wall next to her cot and Wes was busy plotting their course home, "Rossem wants a status report," handing him a disc-like device that projected a holographic image.

"Colonel, I was just about to call-"

"Cut the crap, Tennyson, what happened out there?" He was sitting at a desk with his hat off and it was clearly late, so to hear of such an emergency must have him at the end of his ropes.

Maxwell rubbed the back of his neck trying best to find the right words, "The entire planet is… infested by a parasite known only as a Xenocite; their origin is still unknown but, the plan is obvious. This is only the latest world to be completely over-run by these things…"

"So, the mission was a failure but, the reports were true… what about your team?"

Max gave a long sigh as the pause never meant good news, "We lost Emanuel and Wheels… taken over by the parasites and used against us, we barely escaped; Amelia, Albright, Wes, and I are on a ten day flight home."

Rossem closed his eyes and dragged his hands down his face, "Alright," he rubbed the bridge of his nose under glasses before continuing, "I officially need to involve p.o.t.u.s in this now and your team is going to require a thirty-day quarantine when you get back just to be sure this thing isn't contagious, understood?"

"Yes, sir…" Max sighed.

"I'm… I'm sorry Max, you all have my condolences and have served your country at the highest order, god bless you."

Max ended the transmission, sitting back and unzipping the tight Plumber suit he had on just to take a breath; he had to miss another one of the family events just for this mission which failed anyways, he hadn't been together with both of his grandchildren since that summer ended and it hadn't been the same for him. He couldn't just leave the life behind, their needed to be someone who went on these missions and he made a dumb decision to sign up for the long haul when he was young and ambitious.

Looking up at the metallic shuttered ceiling above which would be his view for the next nine nights, he wiped another drop of sweat from his brow, it was getting harder to catch his breath… He needed to get his life together…

Bellwood, New York, December 24th, 2009.

Ben's Room.

After that first night with Ben, things slowed down a bit as they tried to piece together who had purchased the Vaxasaurian and what they planned to do with it but, otherwise they only went out every other night to beat down on muggers and stop the occasional bank heist. Casting illusionary spells to fool her parents had become second nature now for Gwen and could keep her spell active without any effort, getting to spend all that time with him was more fun than she'd had in years and still gave her butterflies even though she couldn't figure out why just yet.

They exchanged numbers soon after their first night and would constantly message back and forth about their plans or about their day, just talking in general for so long that Gwen had her phone confiscated by her parents twice already for texting during study hour. It was the little things that he would ask that made her cheeks turn bright red, sometimes kicking her bed until she fell face first into her pillow just to scream. Things like asking her how she slept first thing in the morning, almost every morning, and how he would text her in class just to try and distract her.

Ben could have dialed up Greymatter at any point to decipher the contents of the USB and their plans but, Gwen insisted she could do it herself only needing the time off during winter-break to do so.

He kept his promise and decided to wait it out, focus on helping the little people, and always keeping his Dweeb in the loop if he ever went on patrol as XLR8 for just ten or twenty minutes in his spare time. They became very good friends in a short amount of time which wasn't surprising considering how much they had in common now that they both revealed their powers to each other and started training. Feeling totally unsatisfied with her performance on that first night, they took certain nights just to train in the snow with her magic and his aliens. Never forgetting to wear his windbreaker, even if it didn't match her outfit, and never returning it out of a selfish need to tease him. He started wearing a different hoodie, a white one with emerald-trim but, this is the one he gave her on their first night as heroes… and she could swear no matter how many times she washed it, she could always smell a bit of that cologne he wore.

After fighting the Vaxasaurian at the docks, Ben managed to scan its DNA and after two days, was able to access the transformation; using XLR8 to travel into a wooded area only forty-miles away from the city, he trained alongside Gwen with this new transformation and found it had immense strength, more-so than five Tetramand's combined, and could grow twenty-feet taller than his already staggering height.

Gwen learned to wield her telekinesis more precisely and even target faster objects than just bullets, that along with her Keystone giving her super-human physical attributes… she could win gold in every Olympic sport if she did it all with that one Charm around her neck. The main fruits of her labor was her stamina, now capable of using her spells and charms without fatiguing as quickly. She tried to manifest the Charm of Pyrokinesis on several occasions, with explosive and unsuccessful results, hence why she did it in a massive wooded clearing.

"I'm telling you, Doofus, I combed through the drive like five different times," Gwen announced herself sitting against the wall on Ben's surprisingly clean bed, his sheets were recently washed and the comforter made, even after two months of them going over each-others houses it still baffled her at how much they'd both changed. She watched as he sat on the floor, hunched over her laptop, scrolling through information and schematics, different files that were indiscriminately labeled but all the content of the shipments were clearly black-listed narcotics and weapons.

"Man, how many kilos of this white stuff does one person need?" Ben muttered as he only glanced with a smile at Gwen's giggling, trying her best not to look up from the book she was reading but, peaking over it every now and then just to look at him.

She flipped through Charmcaster's spell book for what seemed like the millionth time and yet she still found things she didn't know she was looking for, maybe his tenacity was something they shared?

Ben narrowed his eyes as the zoom function on her laptop was completely useless at this point, the document in question being lazily scanned by a copy-machine, "Here, tell me if this looks familiar," he kept his eyes on it and waved her over, crawling off the bed and settling herself next to him on the floor. He pointed at the screen exactly where he wanted her to look, it was an infinity symbol at the very top-right corner of one of the shipment manifests, almost cut out but not unrecognizable for someone who was familiar.

"The Forever Knights…" Gwen muttered under her breath, "How could I have missed-" it wasn't until mid-sentence that she realized her face was only inches from his, and that their knees were brushing up against one another. He kept his eyes on the screen, biting his thumb as he zoomed in on the symbol as best he could, completely oblivious to the heat rising in Gwen's cheeks.

"I almost didn't see it either, but what would Forever Knights want with an alien like that?"

Gwen shrugged, pulling back and leaning against his bed, looking away as soon as he she noticed their proximity, "Maybe they're gonna pull an Animo and try to control it?" she suggested trying to fight the stupid feelings that kept bubbling up inside of her and part of her refused to continue to call them butterflies.

"That's probably it, that or they plan to try and kill it, which doesn't sound very fun either," Ben exclaimed as he sat back on his hands, tearing his eyes away from the screen finally and relaxing a bit, he noticed her expression and how she tried her best to keep from making eye contact, "Are you okay?"

She almost choked on her own spit, "Hm? Mhm!"

"O-Okay?" He raised a brow, turning back to the computer as he started to bite at his thumb-nail again, "It's been almost a full two months, they might've already-" he stopped when she reached out and grabbed his hand, stopping him from his nervous biting.

Her hand felt warm but, couldn't compare to the heat rising in her lightly freckled cheeks, "I'm sure Humungousaur can take anything the Forever Knights dish out and more, I'm sure he's fine wherever he is."

Without thinking, Ben smiled and took her hand, intertwining their fingers nonchalantly, "Did you just come up with that on the spot?" There they were again, in her stomach, maybe moths or something gross but not… butterflies.

Gwen giggled with a nod, tightening her grip on his hand a bit as some crimson rose to his own cheeks as well but, she wasn't one to judge at this point, "Yea, I mean, I know its lame but you could think of something way cooler than that…" looking back down at his carpet where she felt the texture of it with her other hand.

"I like it; I was thinking something like Titan-Rex or Titano but, Humungousaur is way better," Ben chuckled as their gazes met again where the light from the window gave them both glistening emerald pupils that neither wanted to break away from, "Not surprising when you are the smartest person I know… f-for a Dweeb."

Gwen giggled as their hands got clammy, he pulled away as they both started laughing a bit, rubbing their palms on the carpet simultaneously, "Honestly, before we started going hero together, and the training… I wasn't in a great headspace but, you've helped me a lot since then and I just wanted to say…" he finished his sentence but, it came out muttered and jumbled.

"I'm sorry?" Gwen asked genuinely but, had a clue of what he was trying to say so she stayed as coy as possible, "You'll have to speak up," she finished by putting a finger behind her double pierced ear, aiming it at him.

"I said, thankyou… thank you, okay?" He turned a bit red but, who could blame him, she wanted to tackle him into a hug and just hold him and listen to his heartbeat for as long as she could, however; it would only have been seconds either way.

The doorbell rang and they both knew who it had to be, there was no last minute text message, no static phone calls, no more excuses; Ben leaned forward looking Gwen in the eyes, getting a coy smile of his own on his face as they were centimeters from each other, so close she felt his breath on her lips, "Last one to the door is a total dweeb…" he whispered before taking off towards the door.

He'd left her so stunned that she just sat there for a few seconds, staring at where he'd been but, once she heard him swing the door open she bolted into action; racing just behind him and using her Keystone to flip over him, landing on her feet in front of the door.

"Cheater!" Ben shouted as she stuck her tongue out and opened the door but, not only was it who they expected but, also someone they didn't expect; Wes Green stood next to their Grandfather, Max Tennyson, both of whom practically hadn't changed a bit in the years since that summer.

"It's nice to see you kids again! Come here," he announced as he wrapped his arms around them, pulling them into a tight Hawaiian-shirt hug, "You two are getting far too old too fast, I can barely get my arms around ya anymore," he let them go as he reintroduced his old friend. They giggled as they wrapped their arms so tight around him, he might've burst but, it wasn't anything he couldn't handle.

"You remember Wes Green, he was a friend we visited in New Mexico," Max gave them a recap as they shook his hands individually, juggling the plate of food he brought in stacked with one of Grandpa's odd meals in a plastic container.

He wore a plain long-sleeved white button up tucked into brown pants, holding his coat over his arm which obscured the face of someone standing just behind him, "Nice to see you two again, you remember my granddaughter, Kai?"

She stepped out from behind him, about as tall as either of them, wearing a short-sleeved red T-shirt with a red and peach colored sweater unzipped and showing off her midriff. Sporting brown boots with a blue stripe down the middle, it was her shorts that were even shorter now, cutting off around her mid-thigh. Her hair swayed in a high ponytail as she jumped into Ben's arms, hugging him immediately, "Ben! I haven't seen you since the museum, how've you been?" it was odd for Gwen to see Kai so interested in her Doofus, even if she only heard one sentence and saw one action, it was like reading a whole book for a girl. And they'd seen each other since that summer? When did that happen?

"I've been hanging in there," he halfheartedly returned the gesture and shrugged as she pulled away, "That's the last time I sign up for a field-trip to a museum, artifacts everywhere and you were the only interesting thing in the whole building…" he chuckled with a gesture of his hands.

"I was only an assistant curator while I was visiting my Dad here in New York, those artifacts are way cooler than anything I could've said…" Kai brushed some of her hair behind her ear and looked away but, Ben just shrugged again with the same goofy smile.

"The fact that you actually think that proves my point," he smiled as they turned to Gwen who just blinked at them, last she heard Kai was only interested in training 'Benwolf' like a pet rather than having him as a friend or boyfriend but, this was something else entirely, "You remember my cousin, right?"

"Hey, Kai, long time no see…" she waved unenthusiastically as Kai closed her eyes for a second, looking away before smiling suddenly.

"It's Gwendolyn, right? We only ever met the one time so I almost forgot," Kai smiled in response, "Sorry if I was ever rude back then, Ben and I talked about it and worked things out so I hope there are no hard feelings…" she looked genuinely matured and ready to move on but, while that was all well and good, something was still off… right? Or at least it felt that way to her.

"No, of course not, it was ages ago anyways," Gwen lied, gesturing to her as if it were no big deal but, something still twisted in her stomach when she grabbed Ben's hand and pulled him into his own kitchen. She was turning fourteen in a few days and this is how she was feeling? Less mature than the Doofus? There had to be something wrong with her…

"Here, let me show you the pork my grandfather bought, it's from an authentic Navaho Market Downtown, you'll love it," Kai announced clasping her hand in his as they both ran out of sight, what was this odd sensation that she just wanted to kick Kai in the pants, I mean, who tells a kid that's crushing on them that they only wanted them as a pet? I guess a ten-year-old might but, it was just her Doofus cousin, why was she so… so… angry?

She went to the bathroom which was a converted closet under the stairs, like a guest bathroom with a toilet, sink, and mirror; she slid the door closed and locked it as the stomach pain went away just as soon as she got them out of her sight. Gwen shook her head and turned the faucet, splashing cold water onto her face, 'He's just a boy… He's just another boy… a very cute boy… but he's a very cute cousin boy… he's the Doofus… why should I ever feel this way about him?... the way he looked at me… the way I looked at him…' more cold water to the face, toss some soap in there, bad brain!

Because both Ben and Gwen's Birthday fell only two days after Christmas morning, both families usually combined celebrations and this year, they decided to celebrate both of their parties together, saving enormous amounts of money, since her family had moved so much closer into the city recently anyways. It was Gwen's idea and expected to need blackmail or her famous pouty face just to convince him to consider it but, he agreed with little hesitation, even going as far as to cancel his plans to do laser-tag with his friends from school.

While Wes and Max greeted Frank, Carl, Natalie, and Sandra; Kai pulled Ben through the kitchen, talking him up, they even shared a laugh over comparing the pork Wes brought against his Grandpa's Warthog Beef Stew, "Sorry but, even if the stew didn't still have the snout in it, the seasoning that goes on my grandfather's pork is famous back home."

"Most of his cooking is an acquired taste, or at least that's how he'd put it," Ben chuckled elbowing her lightly and quickly put his boots on, ready to head outside, "I have no doubt that I'll enjoy seasoned pork over Warthog Snout…" they both laughed together as he tied his laces.

Gwen followed behind after a few minutes in the bathroom, feeling a bit distanced, they opened the door and ran out into the thick layer of snow that covered the grass; it only took a moment to put her boots on but, by the time she was done Ben was already out in the backyard standing under a tree towards the back across the patio. With Kai. She wanted to be the one under that tree and she couldn't tell why, she just channeled all her rage into her most immature instincts. Walking across the patio and into the snow, she scooped up as much ice into her bare hands as she could before launching it like a cannon. Kai was facing her, so she only got a brief second to laugh in advance as the snowball hit Ben in the back of the head, shattering on impact and wetting his hair.

Her heart was thumping in her chest and her face turned bright-red but, she stood strong as he turned around with a half-smile on his face, "You better start running now, Dweeb!" he announced as she sprinted passed him while he was busy scooping up his own ice. Running into a small wooded area behind his house where he followed her, he knew there was a fence at the end so she would hit a dead end in just a few hundred feet.

Ben ran after her and Kai ran after him, all three of them trekking into an area that couldn't be easily seen unless you were at least on the patio; he chucked the snowball at the back of her fiery red head but, before it hit her it slowed to a stop mid-air as she turned around, holding it with her telekinesis.

"That's cheating!" he shouted pointing at her glowing gems underneath her blouse.

"My grandfather told me about the spell-book and I obviously saw the Omnitrix in action but, sometimes I forget you two have super-powers," Kai huffed once in the cold as the sun was blocked by an expansive overcast that didn't look to let up anytime soon, she rubbed her arms in her short sleeved shirt and thin jacket, "It's just about the coolest thing I've ever seen and I've seen giant alien wolves build satellite equipment."

"It only gets cooler from there."

Ben turned to her, pulling his white sleeve back to show her his watch and how it had further bonded to his DNA, as Kai stepped forward, touching his arm around the watch, "How many can you turn into now?" she asked as she glided her finger over his skin and quickly up his arm as a tease.

"U-Uhm, about twenty… maybe twenty-one," he rubbed the back of his neck a bit nervously as she didn't back out of his personal space until she poked his nose, with a 'boop' sound she made aloud.

"Look's like someone is Ben 20 now? Or is it Ben 21?" Kai giggled as they both blushed, even more so than when he was with Gwen, which she didn't have trouble noticing, she just couldn't understand why she cared so much.

Scoffing a bit and folding her arms across her chest, Gwen responded, "It's just Ben Ten actually and we don't really use hero names anymore when we fight crime," she almost bit her tongue off as she was trying to avoid that topic altogether, and she was being so rude and had no clue why.

"You guys fight crime?!" If anything, this finally got Kai to back up a bit as she jumped for joy in excitement just considering it, "That's really cool, do you like, catch purse snatchers and muggers and stuff?" she turned to Ben who sheepishly smiled.

"Mostly, yea," he lied, and Gwen obviously knew they were tracking something much bigger than just purse snatchers, which would have blown her mind but, he was keeping it a secret, "We try to keep a low profile, only at night."

"Smart but, I'm guessing you're the brains of the operation," Kai announced turning to point at Gwen who was scowling uncontrollably when the conversation shifted to her and she blinked, "I mean, I'm sure this knucklehead isn't coming up with any complex strategies…" she chided sarcastically jabbing her thumb at him, as though it were the obvious.

"Actually-" Gwen started as she was going to give Ben the credit for their Forever Knight data theft and the blue-prints he took on his own, without the Omnitrix, prior to her even involving herself but, he stopped her before she could finish her sentence.

"We should show you where we practice our powers, it's pretty much the coolest thing ever," Ben put a hand on Kai's shoulder walking passed her and wincing at Gwen out of her sight-line as if telling her to drop it in the cutest, hottest way he possib- she would have faceplanted in the snow if she thought that would be any less suspicious than being red-faced in the cold weather.

"My Grandfather won't mind if we 'take a walk' so it's up to you guys…" Kai stuffed her hands in her sweater pockets looking over at Gwen as she was seemed to be the deciding vote.

"Sure, I don't see why not," Gwen responded as Ben dialed up XLR8 in his playlist, slapping the Omnitrix with finesse and sending waves of emerald energy across his skin, through his veins as his skin shifted textures and he grew a five foot long stripped tail behind him; Kai didn't hesitate to jump on his back and wrap her arms around his neck as Gwen simply stared with red cheeks.

"Coming?" he gave her his best fanged smile before his visor flew down over his face; she allowed him to scoop her up bridal style as she placed her head against his chest, hearing the heartbeat she couldn't get enough of. Something was a tad different though, was he holding her tighter than usual? It felt like his claws were simply clutching her a tad closer, which only made her feel even more safe in his arms; Kai ducked down behind XLR8's neck as he took off, barely keeping herself clung to his torso, she practically giggled the entire way there. Forty miles in twenty seconds was slow for him but, he was keeping his attention more on the precious cargo in his arms.

Kai jumped off of him, trying to straighten out her hair, and still a bit dazed but, over all okay; a flash of light exploded leaving Ben holding Gwen in his arms, smiling down at her as he put her down gently, "So, this is it?" she had her eyes on her surroundings so she didn't notice the obvious flirting that they were doing just a few feet away.

Ben backed away a bit and pulled back his sleeve, "I got a new transformation that I've been eager to show off, the only other person whose seen it is Gwen," he activated the dial and spun half a dozen times before selecting the Vaxasaurian's silhouette, "You guys might wanna…" he gestured for them to move back.

Gwen motioned for Kai to take a few steps back with her as he slapped the Omnitrix dial with less reckless strength than he once did, the flash of light that followed was more expansive than usual and for good reason as Humungousaur let out a booming roar that shook the trees around them when he stomped through the clearing light.

"Woah!" Kai shouted as Ben stood about twelve feet tall, almost half the height of the tree-line, and nearly twice as large as Fourarms; she was impressed as he snorted out pressurized steam from his nose.

Gwen smiled, having already seen it before, she gave a long dreamy sigh, "He's definitely impressive but, it gets better…"

"How?" Kai asked, turning at the tone of her voice.

She cupped her hands around her mouth and shouted up at him, "Show her!" Humungousaur responded with a thumbs up and with a single gesture of his arms, his size increased up to nearly forty-feet tall, towering over the trees as his back and arms grew a protective armored shell.

"He might as well be a Kaijuu from Japanese folk-lore!" Kai shouted out of Ben's earshot, looking over his reptilian skin even though they were too far to see in greater detail, "After the whole Yenaldooshi thing turned out to be aliens, I wouldn't be surprised. If I could look closer at his skin…"

"Huh?!" Humungousaur grunted.

"He's not a history book, ya know… he's a person," Gwen responded as kindly as possible, which was impossible with the attitude lined in her voice. Ben tried to hear them but, was too far up and only caught every fifth word… making no sense, he decided to use that time to focus on the horizon he could see from that height, it was a nice scene of the city in the distance behind him and the expansive state out in front.

Kai derided, turning on her toes, "I know that, look I told you, I worked out what happened with Ben already," she responded with a bit of irritation in her own tone, "I don't know what your problem is…"

"My problem? Is that the last time I saw you, you hurt Ben's feelings and I dunno, just because he forgave you doesn't mean that I automatically do," Gwen bit her lip and turned away, "I was only trying to be civil for his sake."

Kai folded her arms across her chest as Humungusaur thumped around looking at the scenery, "Why should you care this much? Last I heard, you hadn't spoken in years…"

"We've gotten close lately," she rubbed her arm nervously, avoiding her gaze, "And I still care about him, he's my cousin," Gwen responded almost choking on that word now that she had to say it out loud.

"Really?" Kai asked sarcastically, putting a hand on her hip precociously, "Because if I didn't know better, I'd say you were jealous…"

Gwen's cheeks went red and she turned on a dime, "Jealous of what? I don't know what you're implying…"

"For some reason? Ben being with me seems to bother you…" Kai responded nonchalantly, rolling her eyes, "I'm not blind, I don't know if you're crushing on him," she looked up at the giant alien creature, "Or if you really care this much about your cousin's love life and I don't really care."

"Y-You don't?"

"No, I go back to New Mexico in two or three days, I was just having a little fun and I think he's old enough by now to know that," Kai chuckled ironically as Humungousaur shrank down, "Shouldn't you?"

This left Gwen thinking as he transformed back into his human form with a flash of light after returning to normal-size, "I could barely hear you but, you should have seen the view from up there," she was surprised as he approached her instead of Kai as he spoke his lips moved but, she didn't hear anything he said, she just glanced back over at Kai who raised a brow. What she said was pretty accurate, most of which hard to deny, leaving her wondering if she was crushing on her cousin.

"Earth to dweeb?"

"Sorry, repeat that?" Gwen chuckled, "I spaced out…"

Ben gave a fake hearty laugh as he wrapped his arm around her shoulder, pulling her in as he walked with her back toward Kai, "It's okay, most people are left in awe at my raw power, I know it's a lot to take in," she giggled in response pushing him away but, still punched him in the arm as he backed up.

Kai approached them and glanced over at Gwen, who couldn't keep her eyes off Ben now that she'd gotten to thinking it was almost like she couldn't stop, "What about you? Are you gonna show us some magic?" she asked putting the Tennyson girl on the spot.

Gwen shook the blush from her cheeks quickly enough as she stammered, "W-Well, I mean I-I don't want to wear myself out before dinner and all that…"

Ben grabbed Kai's shoulder and pointed directly at Gwen's nose, his finger centimeters from her sun-kissed cheeks, "She can bench, like, ten times her weight and cause huge blue explosions…" he made a mocking example of an explosion with his hands which made Kai giggle, "She made that crater over there…" he turned her and pointed at a huge four foot deep burnt hole in the ground surrounded by broken twigs where she had attempted to recreate the Charm of Pyrokinesis.

Gwen let her eye twitch but neither of them noticed, thankfully, as she approached a thick tree, she finally decided to channel her anger into something other than snowballs, "Alright, you wanna see what I can do?" Ben and Kai turned, watching her Keystone of Bezel light up as her every physical muscle became tighter, the magic flowed like a river through her body using it as a conduit until she balled up her fist and punched straight through the bark of the tree. Following up with a round-house kick that tore through the trunk, completely snapping the tree in two with her boot as it came tumbling down with dead leaves and snow raining around them.

She huffed once during the collapse of the three foot thick tree and received a clapping reception, they were both impressed but Ben had the same goofy smile she'd grown to love over the recent months plastered across his face, "If she wasn't such a goody-two-shoes, she could be the top athlete in the world; in fact, I think she could do it without the Charm if you ask me," he pulled out his phone at the sound of a vibration and walked away to check it, texting someone as Kai gave Gwen a wink, seeing obviously that she was pleasantly surprised by his compliment, rosey cheeked and all.

"Seriously?" Ben shouted as an emerald flash surprised them both, not even bothering to pull up his visor at all, the velociraptor stepped from the glow as he must have slapped the watch without either seeing.

"XLR8?" Kai asked as he scooted closer to them.

He looked at them through his visor as he scooped Gwen up by the legs and back, "Hop on, Kai, our Grandfathers are leaving… again," noticing his lack of the casual term grandpa that he'd always used, Gwen could feel the rift between them growing.

"I'm so sorry, sport, it's an emergency that Wes and I have to deal with personally," Grandpa spoke down to Ben, no longer needing to kneel down to talk to him was a step up and something he was ashamed he missed over the last few years.

"Are you sure you don't need… help?" Ben implied as heavily as he could to the two older men as Kai and Gwen stood behind him, between them and the parents who had already written the two off as guests, being yet another time he left his grandkids hanging. Ben thought maybe the reason Wes was even here in the first place was because of some Plumber business but, his Grandfather just shook his head awkwardly.

Wes gave Max a glance as he rubbed the back of his neck, "It's not that type of emergency sport; your Aunt Vera, she fell down a flight of stairs… you two enjoy your Christmas together while we go see if she's doing okay."

Wes took Kai's hand with a solemn sigh, "I'm sorry, honey, I'm sure your Grandmother can find something for you to do in the meantime…" they waved goodbye as Ben and Gwen were left standing with their Grandpa, not expecting much but, more than that lame excuse. There had to be a better reason that he would leave only less than an hour after having arrived in the first place, if he'd known he would have asked more questions, he wouldn't have gone to show Kai his training…

"Are you serious, Grandpa? It's Christmas Eve and our Birthdays… We haven't even had time to make fun of your stew yet," Ben looked down to his shoes as Max put a hand on his shoulder, trying his best to make him understand that some things were necessary and this was one of them.

"I made a promise… to Vera… a long time ago that I wouldn't stop making sure she was safe no matter how little it meant I would see… her… or the rest of my family," Maxwell did his best to keep the story he'd given consistent and give a proper analogy that wasn't a total lie. He did make a promise to someone and it was a self-sacrifice that he would make again in a heartbeat if he had to, "I promise next time-"

"Next time there'll just be another excuse for you to leave," Ben shoved him out of the way, surprised at the boys growing strength, watching Kai stare at him from the window of Wes' truck which Max had carpooled in, as he walked out into the drive and off into the sidewalk.

"Ben, Ben!" Max shouted.

Gwen put a hand on her Grandpa's chest, "Do what you need to do, Grandpa, I'll take care of Ben…" she didn't give him the opportunity to say anything as she passed him and did her best to catch up to her frustrated cousin, hoping he hadn't already gone XLR8. She nearly passed him as she found him on the floor of an alley just two blocks down, sitting and hugging his knees, looking down at his reflection in the dirty puddle below his feet.

"Hey…" she announced.

"Don't even try to defend him," Ben said softly but, she didn't. Instead, his Dweeb of a cousin sat down next to him and sighed, putting a hand on his arm still wrapped around his knees.

Gwen sighed, "You know he's Plumbing again, right?"

"It couldn't be more obvious but, he needs to tell us, at least don't lie to our faces…" Ben turned away as if he'd been spat in the face.

Seeing this expression on his face made her entire composure soften as well, he was genuinely frustrated, fueled by hormones and anger he couldn't explain, he needed to channel that rage somewhere like she'd done earlier into the tree, they came to the same conclusion as he picked his head up, "Ya know what I'm gonna do?" Ben spoke up finally, without waiting for her answer, he continued by looking into her eyes, "I'm gonna punch someone until I don't feel angry anymore…"

He stood up, holding his hand out for Gwen to grab and pull herself up to eye level with him, he was prepared for her to talk him out of violence, or scold him for being so crude but, she didn't, "I'm about as ready to go hero as you are at this point," she folded her arms and kicked a crushed soda can by her feet with her boots once she was back on her feet.

Detroit; Michigan; December 24th, 2009.

A woman in a hot-pink party dress fled through an abandoned ally littered with trash and dumpsters; as she ran, she turned her head to look behind her to see if she'd lost her pursuers but, alas, the four large men who were harassing her in the bar turned the corner after her. Unlike the poor woman, they knew the narrow ally was a dead-end so, they didn't bother running, "Where'ya goin sweet cheeks, you wanna wear a dress like that, ya gotta expect some attention!" one of the men flipped open their flashy pocket-knives as they approached the end of the corridor.

The woman, blonde with make-up smeared across her face, the light drizzle of rain made it hard to see and the night silhouetted everything aside from the single lamp-post light projecting shadows down around her, "Now," one of the men wearing a black beanie and leather vest stepped up, "Are you gonna take that dress off or am I going to cut it off?"

She trembled and backed away, placing her back against the brick wall that blocked her escape; the men approached laughing, likely intoxicated as their breath smelt of liquor almost causing the blonde to gag as he and his buddies got within arm's reach of her. Suddenly, her eyes darted to behind them, she didn't scream for help because she likely couldn't tell if it was help or more trouble. The men didn't hesitate though, turning to question the figure standing between them and the streets, "Just keep walking, kid," he was noticeably shorter than them but, it didn't seem to bother his demeanor and neither did waving around a pocket knife.

"Please..." the woman muttered as one of the men turned and backhanded her across the chin sending her plummeting to her face, in a dirty puddle. She'd been hit hard but, not hard enough to see someone moving like a blur, yet he was so fast he might as well have been one; she watched as the first man approached with the knife out as if nothing could be done so long as he had it. He was proven dead-wrong when the figure reached out and caught his wrist in a pressure-point, twisting it to the left until the metallic weapon clattered on the ground at their feet. He could have made it so that he never held anything in that hand again but, instead he pulled his foot up and brought it down on the assailants knee-cap, breaking it in an unnatural direction before turning and breaking his nose with his free hand.

The street lamps above suddenly flickered, revealing a boy barely fourteen with brunette hair hidden beneath a white and green hoodie, he didn't look at her as he analyzed the man groaning on his knees, and bright green eyes that nearly knocked the other men back alone; instinct told him to reach for his wrist when the other three men looked prepared to attack but, anger prevented him from touching the device.

The three pulled guns on him, each an amateur revolver or pistol, as one got close to try and scare him only, he didn't realize that, at this point, he'd need a much bigger gun to scare Ben. He didn't move as the guns were telekinetically ripped from their grasp, into the air as they all looked up at a woman with glowing blue hands and eyes standing on the roof above. She pushed her palms together in the air and crushed their guns into a pile of scrap dropping it in front of them, as they followed it down, Ben moved in.

He used the distraction to jab the first guy in the nose followed by another quick jab to his chest as he ducked avoiding a second man's swing and blocking the follow up attempt with his right-forearm against his head. Pushing it away, a front kick knocked the drunk back into a set of aluminum trashcans as the third guy was about to attack, Ben didn't even attempt to defend himself. Knowing that Gwen would drop down in between them, and roundhouse kick him hard enough to knock him out cold in one hit.

"I'll blow her brains out, I swear, man!" The drunken man with a now broken nose held a gun, a smaller one that wasn't initially pulled during the stand-off, against the temple of the weeping blonde.

Gwen wanted to pull the gun from his hands but, his finger was already so close to the trigger, snatching it would have risked blowing the woman's face clean off.

Ben took a step forward as the shaking man tried stepping back, realizing he was now the one backed into a corner, "I mean it, I'll do it!" he drove the barrel of the gun into the side of her head with his finger shaking on the trigger; the brunette vigilante got within arm's reach of the frightened attempted-rapist, grabbed the barrel of the gun and pointed it directly into his own forehead.

"Ben!" Gwen shouted in a whisper as she took a step forward but, watched as he held a hand out signaling her to stay back.

"What're you waiting for?" He asked with an unnatural calmness, "Do it..." The man shook nervously and pulled the hammer down as a warning that didn't at all scare Ben who scoffed throwing his palm up diverting the gun upwards into the air and breaking the man's trigger finger before turning and pistol whipping him in the side of the head, knocking him unconscious into the same puddle he knocked the girl into earlier.

The woman backed into the corner between the wall and a dumpster, she feared for her safety slightly less but, was still unsure of what to say or do, "Thank you..." she muttered trying to stand up straight, "I t-think they were d-drunk..." but when she stood to see who they were, just like that, they were gone, a flash of green might've erupted before they vanished or… maybe she was the one who was too drunk?

Bellwood, New York, December 24th, 2009; 11:49PM

XLR8 came to a stop on a cliff over looking the city, it was beginning to snow again but, Ben didn't seem to notice as he just huffed after transforming back into his human form and sitting down on a large smooth boulder imbedded into the ground facing the city.

He didn't look at the twinkling lights but, instead his bleeding knuckles which were shaking as his breath huffed visibly into the cool winter air; Gwen noticed all of this and came to sit next to him, scooching herself close enough for her to reach out and grab his palms, looking over his wounds.

"What're you…" he hesitated at the slight sting of her touch but trusted her anyways.

She closed her eyes as they lit up blue when she reopened them and clasped his hand a bit tighter, "Sanitatem…" he looked into her eyes as they flashed back to their usual color and Ben felt a wave of euphoria spread over the muscles that were twinging in pain just seconds ago. This caused him to moan just a bit with a sigh of relief as he leaned over uncontrollably into her shoulder.

"That feels… good," he gave a warm smile, as he melted into her, she just giggled in response, how could she refuse? Neither were nervous or embarrassed to be seen because they were all alone. Gwen started combing her hands through his hair and he felt it again, the same sensation he felt last time she did this where it must have just been instinctual but, being pet by her soft yet firm hands was like being in heaven. It only lasted a second or two before but, now it was going on for more than a few minutes as they just enjoyed each other's company.

He opened his eyes and they both looked out at the lights that sparkled, being on a cliff hundreds of feet above sea level, they over looked the George Washington Bridge and had a good view of the Manhattan skyline, decorated for Christmas as most buildings had some form of colorful lights or another, part of the city was simply dancing red and green, "Did you know, we're on the Palisade-Cliffs and the word Palisade is derived from the same root as the word pale, ultimately from-" she was interrupted.

"Nerrrd…" he over enunciated the word but, she couldn't help but giggle, assuming it to just be another joke, "A very cute nerd…" he muttered from buried into her shoulder, poking her cheek from her lap which he fell into as her eyes widened a bit when he slurred and complimented her at the same time, giggling at nothing.

Gwen kept a nonchalant smile for a second, before taking a moment to think, "Ben, how do you feel?" she asked almost chuckling, hoping she wasn't responsible for accidently drugging a superhero.

"I feel dandy… L'cky Girl," he slurred his words, digging his face into her thigh, as her spell may have had a slight side effect that she wasn't expecting, "You sm'll good," it was possible that it might have been working almost like a light morphine injection, releasing dopamine and serotonin into the bloodstream to assist the healing process, "I'm sure you'll be fine, it's Christmas so my parents and I are sleeping at your place and probably managed to drink themselves to bed by now…" Gwen wasn't totally oblivious to her mothers Wine habit but, chose to ignore it deliberately.

"I m'de you a pre'snt," he said as he propped himself up as best he could to look at the stars and dig in the various pockets of his cargo pants at the same time, "I figured… that s'nce you are totally gonna get those other ch'rms working," he pulled out a small black-box that looked as though it was for necklace at one point, "You'd need someth'ng to hold em in, ya know?" he handed it to her.

Gwen had to cover her mouth to avoid laughing at his language as he slid back on the rock, shaking his head and looking over his knuckles as the spell slowly wore off; she pulled open the box and she found a folded up light-weight Kevlar sleeved glove, with six distinct slots for the talismans she drew her power from, "You made this? Yourself?"

Ben slapped his cheeks a bit, "Yea… Yeap, I used Upgrade on one of the suture machines in my moms room," he let out a long yawn before finally shaking off the effects of the spell completely, "And I may have borrowed some materials as XLR8, no biggie, I put em all back."

Gwen looked down at it as the heat burned her face like she'd spent the day at the beach, glancing back up at Ben with a half-smile, "Even though this is just another step in the direction we saw the future take?" she asked apprehensively.

Ben gave a long sigh and watched his breath billow out into the night sky, "Can't out run the future," he smiled as he was already leaned pretty close to her, he finally looked out at the view without being high as a kite and felt the cool air on his lips; that's when he got the idea, noticing just how nice this place was, he bit his lip with anticipation before deciding to go through with it and move up, planting a two or three second kiss against Gwen's rose-red cheek.

There was no way Gwen could avoid her entire face turning red now, as her cheeks heated up, she just stared out at the lights of the city with a curved smile like she could start drooling at any moment. Holding her gift in one hand and slowly caressing the spot he'd brushed his lips against with her fingertips as Ben locked his arm with hers, "Merry Christmas, dweeb."