Author's Note: hey I'm back with my next Ben 10: Alien Force fic. I've been working on this one for a few days now and just got finished it. Hope you guys like it. The reson for the subtitle is because I love this song so much I had to do another one. So here's my seonc Ben10 fic. Based on the songby Sister Hazel.

Mandolin Moon: Ben 10 Edition

Ben 10 and his friends were outside of Kansas City on the interstate when Gwen saw a sign for a county fair and music festival.

"Hey guys how you feel about taking a shortcut?" she asked.

"Where at?" asked Kevin.

"They got a music festival close by." she told him.

"I'm in." Kevin said flipping on the turn signal.

"Sure why not?" asked Ben.

The green and black Camero got off the interstate and headed into the city where the music festival was being held on the other side of town. After finding a parking space they went to check out the festival where they had carnival rides in full swing. Kevin took Gwen's hand as they went through the park which didnt go unnoticed by Gwen, who didnt seem to mind. She was glad he was starting to be a little more open with her in public. And walked through the park seeing which rides to check out first. Gwen wasnt the only one to notice. Even though it annoyed Ben at first, he's come to accept that Kevin and Gwen really do like each other. If you were to ask him now, he's pretty cool with the idea of them being together. So it didnt bother him as much as it use to. As they made thier way through the park and saw all the spinning and whirling rides. The first thing they saw was a roundhouse ride.

"Let's go on this one!" said Gwen.

"All right." said Kevin and Ben and got in line.

A while later they were inside a large circular chamber that raises up in the air at an angle. They found thier placed and strapped themselves in as the controler checked all the passengers to make sure they were secured and started up the ride. At first it started out slowly but then it began to pick up speed, spinning them around faster and faster. The controller hit the button and the lift took the ride into the air and spun at top speed as it reached the top holding the ride on it's side and spun a good 30 feet off the ground. The ride continued like that for a few minutes before being lowered back down to earth, the gang yelled as it began to slow down and about 30 seconds later was at a complete stop. The guys were dizzy as they unbuckled themselves and staggered across to the exit barely making it downstairs on thier own.

As they made it through the park when the group ran into someone they havent seen in a while, with short black hair wearing a pink hoodie and white skirt.

"Ben?" she said.

"Julie!" he yelled and enveloped her in his arms. She squealed as he spun her around.

"What are you doing here?" he asked before setting her down.

"I'm vacationing with my family." she told him.

"You must be Ben's girlfriend." Kevin teased.

The dark haired girl blushed upon hearing it and so did Ben.

"Yeah I guess you can say that." she replied.

"I'm Kevin Levin, and this is Ben's cousin Gwen." he said.

"I've seen you at school." Julie said.

"Yeah I'm the one that helped Ben ask you out." she said.

"I guess I should thank you for that, we had a really intrestring first date." she told her.

"She...knows about all my alien forms." he told them.

"So it doesnt bother you?" asked Kevin.

"I think thier pretty cool." she said.

"Better hold on to her Ben. There's no telling when another one like her will come along." Kevin teased.

Gwen elbowed him in the gut and smirked. The dark haired boy smirked back.

"Come on, there's still plenty of other rides we havent tried yet." Ben said taking her hand.

"Ok." she smiled and took off together. Gwen wrapped her arms around Kevin's left arm and they followed after them.

"It's good to see you again Julie."

"Yeah, you too Ben." she said resting her head on his shoulder and her palm on his chest as they walked.

The next ride they went on was the roller coaster. The guys screamed as they flew down the massive hill with Ben and Julie in the lead car and thier friends in the one behind them. The Silver Bullet shot through the loop almost causing Kevin to barf in Gwen's lap, fortunatly he managed to hold it in. Though it may have taken a spell or two to help him.

"Not in here! Not in here!" she yelled trying to kick her legs away from him.

The Silver Bullet raced down the track and into a curve laying the coaster on it's left side and barrelled around a 180 degree ring before climbing another hill and flying down it. The ride took another sharp turn and went into a corkscrew barrel roll finishing the job. The coaster went up the last hill and whipped around the final curve before returning to the station. Thier restraints lifted and they got out, Kevin made a dash to the nearest trash can and stuck his head through the flap as the rest of the gang caught up with him.

"Ewww!" a couple girls said as they walked by.

"Oh man..." he groaned as he slid his head out of the trash can.

"You feeling all right?" Gwen asked.

"Think I left some of my breakfast in there." he said holding his stomach.

"Oh boy...time for Round 2!" he said and rushed back to the can.

"And there went the rest of it." he said inside the trash can.

"I got some medicine in my purse if you need it." said Gwen.

"Me too." said Julie.

"No, no it's cool. Think I'm almost done here." he said waving them off.

Ben flinched as he heard him learch in the trash can.

"Hey guys..." Kevin said weakly.

"Yeah?" asked Ben.

"What's it mean if there's blood in your vomit?" he asked.

"Let's get him to the nurse's station, if they have one." Ben said.

A while later the young man was laying down on a cot with a bag of ice on his forehead.

"He should be fine, she just threw up a little hard." the nurse told him.

"I think I'll stay with Kevin, you guys go on ahead and have fun." Gwen said sitting down next to him.

Ben and Julie looked at each other before deciding.

"All right, we'll catch you later." said Ben.

"Hope you get to feeling better." Julie said.

"Yeah thanks." said Kevin. And were gone. Kevin looked out the corner of his eye at Gwen.

"You know you could have gone with them." he told her.

"I know." she smiled. He smiled back, seazed up and puked into a basin next to him.

"Still?" she asked.

"Uh-huh. Me and roller coasters dont get along." he said weakly.

"You big dork, why didnt you tell me?" she asked.

"I didnt think it'd bother me." he said.

"I didnt think it'd bother me. Oy, Kevin you are something else." Gwen said imitating him.

"How about some Pepto-Bismol to soothe your stomach?" the nurse asked.

"Oh not that stuff." he whined.

Ben and Julie were walking through the park a while later.

"You sure he'll be all right?" she asked.

"Yeah he should be fine, he's a tough guy." he said.

Well right now Mr. Tough Guy was fighting off a nurse trying to feed him Pepto-Bismol. Gwen pried his jaw open and the nurse jammed it in, he swallowed in disgust.

"Your hopeless, you know that?" asked Gwen.

"Come on, this one looks like fun." said Ben and led her to the swing ride.

"Ok." she said.

The two got into a pair of swings adjacent to each other and held each other's hand as the swing took off and began picking up speed till they couldnt hold onto each other any longer and laughed as they flew through the air. The tower of the ride raised up taking them high above the trees. Julie screamed in delight the wind blowing through their hair as they spiraled around in the air.

Kevin groaned and sat up on the bed.

"Feeling better?" Gwen asked.

"Actually yeah!" he said.

"Now was that so bad?" she teased. Kevin shot her a look.

"Dont push it, come on let's go find the others." he said.

"You sure your all right?" she asked.

"You should probably rest a bit more before getting up." the nurse advised.

Ben and Julie got off the ride awhile later.

"Let's go on the Scrambler ride over there." said Julie.

"Cool, I love those." he said as they walked over.

A while later Kevin and Gwen checked out of the nurse's station and went to locate their friends. While Ben and Julie got into the Scrambler ride which was a citrofuge. The ride started up and went around in circles coming within inches it seemed of touching the other rides as they spun around on independent arms. The guys yelled as they were tossed around in the bench seat sitting apart from each other and occassionally sliding into each other as the ride reached the farthest length before being pulled back to the core and out again. All they had to hold them in was a bar and some seat belts which were optional. He smiled at his girl as she sat on the other side and screamed in delight as they went round and round. And went to the outside again.

"Are you having fun?" he yelled.

"What?" she yelled back.

The ride pulled them back to the middle and she was pulled forward.

"I said are you having..." thier lips crashed into each other suprising the both of them, till she broke away.

"" he said. Julie smiled and blushed.

"Yeah I think I am." she said. He smiled back and laughed.

"Well, well, well. What do we have here?" Kevin said on the sidelines and crossed his arms.

"Aww, that's cute!" said Gwen.

Ben and Julie were resting against one another's shoulder as the ride came to a stop. The ride operator undid the chain lock and let them out. The bar swung to the outside and Ben helped her out and walked to the exit together resting her head on his shoulder where they met up with Kevin and Gwen.

"Hey feeling better?" Ben asked.

"We saw what happpened." he smiled.

"Oh that...uh. Well uh...heh heh. You know." he shrugged.

"You guys were so cute." said Gwen. Ben's face glowed crimson and looked away when his cousin saw something in the distance.

"Hey look at that." she said pointing to her right.

The guys looked up and there was a stage with several guys on guitar.

"Come on let's go check it out!" she said pulling on Kevin.

"Wait up!" he yelled. Ben and Julie followed them.

When they got to the stage there was a sing offering people to sing for a dollar.

"You guys should get up there." Gwen told Ben and Kevin.

"What us?" said Ben.

"Oh no." said Kevin.

"Come on, I've heard you on guitar you sound great." she told Kevin.

"Come on Ben, I want to hear how you sound. Could be fun." said Julie.

The guys looked at each other for an excuse to get out of singing. When they saw there wasnt one, they gave in and went up on stage muttering to each other. When they came up on stage they paid the guy in charge and went through the song selection.

"Let's go with this one." said Kevin.

"All right let's do it." said Ben.

The two men took their seats and each picked up a guitar. Kevin with a green electric guitar and Ben with a black one and started playing.

Kevin: Everything changes in face of the moon

Ben: Now nighttime's here and your in full bloom

Together: When you move me, my lunar girl

Kevin:My feet two feet from the ground

Ben: I'm tasteing colors and I'm seeing sounds

Together: When you take me, out of this world

Kevin: Well I, I count my blessings

And hug my luck like an old brass penny

With two heads up

Ben: Its all right if your late

I just hope that you find your way soon

Together: Shine down light it up, wash it over

Wait around for my Mandolin Moon

Come around to the sweet, sweet morning

Come around I'll be waiting for you

Kevin: You pull the tide up around me

So much that it could drown me and

You surround me my luna girl

Ben: Dont tell me I dont want to hear

Wake me up before you disappear

Wont you take me out of this world

Kevin: Well I, I count my blessings

and hug my luck like an old brass penny

with two heads up

Ben: Its all right if your late

I just hope that you find your way soon

Together: Shine down light it up wash it over

Wait around for my Mandolin Moon

Come around to the sweet, sweet morning

Come around I'll be waiting for you.

Together: I'm waiting, still waiting

Ben: If only you can stay awhile

Together: I'm waiting, still waiting

Ben: If only you can stay awhile

Together: I'm waiting, I'm waiting

Ben: If only you can stay a while!

Kevin: Shine down

Ben: Light it up

Kevin: Wash it over

Together: Wait around for my Mandolin Moon

Come along till the sweet, sweet morning

Come along I'll be waiting for you

Shine down light it up wash it over

Wait around for my Mandolin Moon

Come along till the sweet, sweet morning

Come along I'll be waiting for you

Shine down light it up

Wash it over

Wait around for my Mandolin Moon

Come along till the sweet, sweet morning

Come along I'll be waiting for you

Shine down light it up

Wash it over

Come along I'll be waiting for you

The audience cheered as the song came to an end. Ben and Kevin held thier hand in the air in triumph. Gwen and Julie were cheering wildly with Gwen jumping up and down. Ben and Kevin jump off the stage as he engulfed Gwen in his arms and Julie put her arms around Ben's shoulders as he spun her around slightly.

"That was great Ben." she said.

"Yeah well, I should be thanking you guys for getting me up there." he said. She smiled and kissed his cheek.

Gwen hugged Kevin as tightly as she could.

"Told you, you were a great singer." she assured him.

"Yeah, who knew right?" he said.

"Well I knew all along." she smiled and enveloped him in another hug. He smiled and covered the back of her head with his hand as she kissed his cheek.

"I should sing more often." he said.

AN: All right so what did you think of that? I hope you guys liked it. I've been wanting to post this one for a few days now I think it turned out great. dont you? Let me know what you think.

Please review

Green Gallant