Title: If You Love Someone
Rating: T
Summary: Takes place a few years after "What Are Little Girls Made Of." Ben and Gwen re-visit Grandpa Max's fishing cove to reflect upon Grandpa Max and Grandma Verdona's relationship, and their own. AU, BxG.

A/N: This story starts out angsty but is mega-sappy in the end. :) It's one of my favorites. I started writing it right after the episode first aired but got distracted by other projects.


Top 8 Reasons Why "What Are Little Girls Made Of" Is My 2nd Favorite B10: AF Episode So Far:

8. It looked like Gwen climbed over Ben to get out of the car (it's a two-door, and he was still wearing his seatbelt after she got out!).

7. Shag Carpeting!

6. Kevin gets his ass kicked by Grandma Verdona. Twice. She literally pounds him into the pavement (woohoo!).

5. Gwen has a framed picture of herself and Ben in her room.

4. Spider Monkey!

3. Now we know where Ben gets his wacky sense of humor – from Grandma Verdona!

2. Ben is so sensitive and supportive of Gwen when they're sitting on the roof.

1. Gwen is part energy-alien. How cool is that?!


Ben looked over to where Gwen was sitting. She looked pensive, and he knew better than to disturb her. He could read her moods as well as he could read his own. She would let him know when she wanted his company again.

He walked over to the tree. Its leafy branches brought him a welcome respite from the warm afternoon sun. All was quiet and still. He stared at the carving wistfully, wishing that he'd had the chance to get to know Grandma Verdona better.

It had been years since they'd last seen her. He and Gwen still frequented the fishing cove from time to time, hoping that she might drop by.

Stepping back from the tree, he felt a mix of emotions. The carving was barely visible from a few feet away, but he knew it was there. It was a monument to the love Grandpa Max and Grandma Verdona had shared, and yet it was also a bittersweet reminder that love had not been enough to keep them together.

And not only their love, for clearly Grandma Verdona loved her sons deeply yet had still felt compelled to leave them. In this, they had all lost so much. She'd had to give up her husband and children. Her sons had lost their mother, Grandpa Max had lost his wife, and the children her sons had borne had never really had a chance to know and love her. She was a stranger to them, and they to her. He'd never even heard anything about her, not even her name, until he was 15.

So many secrets had been revealed then. His parents and Gwen's parents had known Verdona was an alien and where she was, but they'd never told them a thing. She'd come back to visit them when Ken had been born, and then when Ben and Gwen had been born, but Ben and Gwen certainly didn't remember that. There were no pictures, no stories and no memories of her. It was almost like she had never really existed. Grandpa Max had never ever mentioned her.

Maybe it had hurt too much. As a young man, Grandpa Max had prioritized his work over his family. As the years had passed, his priorities had changed, but by then it was too late to change the past with his sons. He had spent more time with Gwen and Ben than he ever had with their fathers, his own sons, possibly because he was trying to make up for his past mistakes.

Perhaps he thought that if he had only been there for his family when they had needed him, Grandma Verdona might not have left.

Then again, perhaps there was nothing he could have done to stop her from leaving. They would never know.

Grandpa Max had seemed so lonely at times, but Ben understood why he had let her go. He'd had to because he'd truly loved her.

Ben wondered what was worse – to lose the one you loved through death, or through their choosing to leave you. In death there was no choice – they had to leave, whether they wanted to or not, and you could never see them again in this life. If they chose to leave you, you could see them again, or at least live with the hope of seeing them again, knowing that they were out there somewhere. Yet you also had to live with the soul-searing pain of the knowledge that they had chosen to leave you, not because they had to, but because they wanted to.

He didn't know which was worse, and he never wanted to find out. He supposed the result was the same – you were left alone with your grief and regret, wondering desperately what you could have done differently and if there was anything that could have happened to change the outcome. You were left feeling guilty, lost, hopeless and bereft. You were left doubting the choices you'd made, and the control you thought you had.

And yet, if they didn't want to be with you because they couldn't be themselves with you, or because they couldn't stand to be with you anymore, as you were… What could you do? You could try to change yourself to try to make it work, but would you really want to be with someone if you knew that they couldn't accept you for who you truly were? And there was no guarantee that it would work out even if you did change.

Love shouldn't be like that. And yet it often was.

He sometimes wondered if Gwen ever felt like she couldn't be herself because she'd chosen to remain human instead of developing her Anodyte powers.

When Grandma Verdona had asked her to leave Earth with her, he'd almost panicked.

Kevin had wasted no time telling Gwen he didn't want her to leave. He was selfish. He'd wanted to have her around because he'd wanted it that way, and he hadn't really cared about what she had wanted. He was completely preoccupied with himself.

Ben had also wanted to be selfish and tell her to stay. He'd wanted to cry out, "No!! You can't leave! You're my best friend, and I don't know what I'd do without you. I'd be lost without you."

But he hadn't.

He'd had to let her make her own decisions.

It hadn't been easy. He'd tried to remain as neutral as possible. He knew how much his opinion meant to her, and he hadn't wanted to influence her unduly. He'd wanted to be as supportive and understanding as possible.

It was the same thing she had done for him. When he'd been trying to decide whether or not to put the Omnitrix back on, she hadn't told him what to do.

A part of her had wanted to tell him not to, he knew, because she didn't want him to endanger his life again. He'd led a normal life for five years, as had she. To put the Omnitrix back on meant giving all of that up – not only for him, for her as well.

Despite her misgivings, she had left it up to him.

He'd had to do the same for her.

Besides, he knew that if he influenced her decision, she'd resent him for it eventually. Of course he had hoped with all his heart that she would choose to stay, but he knew he couldn't force her to. He'd wanted her to freely choose whatever she felt was right for her. If going with Grandma Verdona was what she needed to do to be truly happy… then he would let her go.

He loved her enough to let her go.

Would she make the same choice today if Grandma Verdona were to appear?

He was afraid the lure would be too great to resist and that she would want to go to Anodyne to become a cosmic manna master instead of staying on Earth with him. He was certain that if she left, she would never come back. Why would she? Grandma Verdona rarely did. He supposed being in human form was too constraining for an energy being.

He never wanted to lose her. She was the other half of his soul. And yet, he knew he risked losing her every day. As did she. At any given moment she could be killed during a battle with their foes. Or he could. Or they could be gravely injured to the point where they could no longer fight side by side anymore.

Or she could choose to leave, fed up with his obsession with being a hero.

The way Grandma Verdona had left Grandpa Max.

He turned away from the tree, unable to look at it anymore.

There were other trees in the distance. Younger trees, unmarked and unblemished.

He walked towards a nearby grove, seeking refuge there. Seeking answers.


Gwen sat on the fishing rock, quietly contemplating her reflection in the water.

She couldn't stop thinking about Grandpa Max and Grandma Verdona. They had loved each other tremendously but could not stay together. They'd had different priorities and needs. As Grandma Verdona had said, "We grew apart."

They had been very different to begin with. Verdona had been very young when she had met Max, and had been "just having her fun." Gwen supposed that Anodytes lived a lot longer than humans. Still, Grandma Verdona had stayed with him quite a long time, even bearing and raising their children.

Eventually she'd had to leave to go back to her home and her own people. She'd had to develop her skills and be true to herself, even if it meant leaving her children. Once they had grown up, she had felt like they didn't really need her anymore.

Perhaps they hadn't. Carl and Frank Tennyson were ordinary humans, despite being half Anodyte. They had no Anodyte powers, and they could never understand what their mother needed or wanted to get back to.

Carl and Frank had turned out quite normal, despite the unusual upbringing they'd had with a Plumber for a father and an energy alien for a mother. It was amazing just how normal they both were.

In the past, she and Ben would have said "boring," but they'd learned to appreciate normalcy with all the weirdness going on around them.

It made her angry sometimes that they'd been deprived of the opportunity to really know their grandmother and have a loving relationship with her. It seemed so unfair. Why did Grandma Verdona have to be so selfish? Why couldn't she stay with them? Why couldn't she remain on Earth and teach Gwen how to hone her powers? They were her family. Why did she have to leave in the first place? Didn't she care about them at all?

They'd all missed out on so much.

Gwen couldn't imagine what it would be like to have one of her parents leave the family and rarely keep in touch. Her own parents had been together forever. They were happy and in love, and so were Ben's parents. They were so... normal.

There was nothing normal about Grandpa Max and Grandma Verdona, or their marriage. It was a wonder that it had lasted as long as it had, she supposed. Grandpa Max seemed to have a long history of falling for exotic alien women, and they for him.

Was it worth it? she wondered. Grandpa Max and Grandma Verdona clearly loved each other still and missed each other, but it didn't seem to matter. They couldn't be together.

She knew she shouldn't complain. Her parents – and Ben's parents, for that matter – had always showered her with love, attention and affection. Ben's parents had always treated her like the daughter they'd never had. She'd also had Grandpa Max, and her brother Ken. They'd all given so much to her.

And to Ben. Ben was close to her parents and brother as well. When they'd been younger, he'd been at their house every day after school to hang out with Ken. And with her. That was obvious to their parents, especially after Ken had left home for college and Ben was still hanging out at her house all the time.

She wondered if she and Ben would ever grow apart.

She hoped not.

They'd grown up together. They shared the same values and beliefs, and they had similar wants and goals.

They were both outsiders, in their own way. But with each other – they belonged. It was everyone else who was an outsider then.

She understood why Grandma Verdona needed to go back. Gwen couldn't even bring herself to leave her family and friends, her life on Earth, at all. Grandma Verdona had left her home and family, and stayed with the man she loved, for over twenty years before going back home.

Grandpa Max had seemed to understand. He couldn't go with her, after all. And he'd known that she needed to go back home, that she would never be truly happy if she didn't. He had let her go. Even though it was hard. Even though he missed her. Even though she missed him.

Love had brought them together, but it wasn't enough. They'd had to let each other go, even though they'd never stopped loving each other.

She could tell it had not been easy for Grandma Verdona to give up her husband and children. No matter how much she loved her sons or how much she wished they would develop powers, they remained Earthbound. They were human, with no powers like hers.

Life on Earth must have been incredibly foreign to her. She'd had to give up so much.

She hadn't seemed to want to get too attached to her grandchildren either, after finding out shortly after their births that they didn't have powers either. It wasn't until Gwen had started developing her powers that Grandma Verdona had shown any interest in her.

Gwen was the only one who could go with her, after all. The only way Verdona could have back part of the family she'd lost.

She was glad she'd had the chance to meet her, at least.

Grandma Verdona was a character. She was high-spirited and had a wicked sense of humor. She loved excitement and adventure, and caused a lot of mischief. That must be where Ben had gotten it from. She'd always wondered where it came from, before they'd met Grandma Verdona. Everyone else in their family was more on the serious side. They were sensible, practical and responsible.

Though from what Grandma Verdona had said, Grandpa Max had been quite a troublemaker when he was younger. He had "the spark."

Ben had it too. He was Max's grandson, after all. Grandma Verdona had seen that and clearly respected him for it. She'd seen how loyal he was to Gwen and how he'd stood up for her. How much he loved her.

Gwen closed her eyes. She never wanted to leave her home and her family. She was lucky – she would never have to choose. The man she loved was always by her side, and already part of her family. They'd been inseparable for years and would continue to be.

She knew what she wanted, and she had wanted to stay. She had never regretted her decision to not go with Grandma Verdona. She knew she would not have truly belonged on Anodyne, the way she belonged on Earth.

It had been the right decision. And it had been purely her decision. Her parents had wanted her to choose whatever made her happy, as had Ben. The only person who had told her otherwise was Kevin. He'd told her under no uncertain circumstances that he didn't want her to leave. She'd wanted to hear that. At 15, it had sounded so romantic, but as she had gotten older, she had realized just how selfish and immature it was.

Ben had been much more mature and supportive. He'd told her he'd miss her if she left, but he could understand the appeal of Grandma Verdona's offer and would respect whatever decision she made.

She knew now how difficult it had been for him to do that.

It meant that he loved her so much that her happiness mattered more to him than his own.

He loved her that much.


They stared up at the sky, knowing that somewhere in the galaxy beyond, Grandma Verdona was there.

"I wonder what she was doing in Saint Louis," she said after a while. "When she first met Grandpa Max, I mean."

"I guess he caught her eye."

It was ironic the secrets Grandpa Max and Grandma Verdona had kept from each other over the years. Grandpa Max had already been working as a Plumber when they'd met, but he hadn't told her. He'd never told her. And Grandma Verdona had disguised herself as a human. Grandpa Max had only found out later that she was an alien.

"Grandma Verdona could have joined the Plumbers. She could have used her powers to help protect Earth. Great-Uncle Gordon and Great-Aunt Betty Jean were Plumbers together."

"And so was Joel."

Joel had even met his wife Camille through his work as a Plumber. Camille had made her home on Earth and had used her abilities to protect the humans she loved.

It was not easy to make an alien-human marriage work, though Joel and Camille seemed to be managing it fairly well. Like Grandma Verdona, Camille had to keep herself disguised in human form. It had to be uncomfortable, not ever being able to be your true self, physically and emotionally.

No wonder Grandma Verdona had left. Life on Earth had likely been too stifling and limited for her.

At least Carl and Frank had been able to have their mother around while they were growing up. They'd had her love and attention throughout their childhoods.

"I don't think Grandma Verdona wanted to be a Plumber," he said at last.

"She said that Anodytes help lots of people."

"Well, she wasn't talking about helping humans, obviously. Maybe she only said that to get you to go with her, because she knew how important it was to you."

It was upsetting to think about. Grandma Verdona was so powerful. She could have helped them. Why hadn't she? She knew the danger Earth was in from the threat of DNAlien invasion, but it hadn't seemed to bother her. She could have intervened. Maybe Grandpa Max would still be here if she had. But she had seemed detached and unwilling to get involved. Even if it meant the impending destruction of her children and grandchildren.

It was difficult for them to understand. Maybe Anodytes lived by a completely different set of values. Maybe love and family were not as important to them as they were to humans.

To him, they were everything.

"Grandma Verdona seemed to think humans were inferior to her species," he mused.

She snorted. "So do 99.9% of the aliens we've met," she reminded him.

Most aliens looked down on humans and considered them a primitive species. After having seen much of the rest of the universe, it was understandable. Earth really was primitive compared to the advanced technology and abilities of most alien civilizations. But Earth was his home planet, and he was honor-bound to protect it. Besides, there was a lot of good to appreciate about this backwater dirtball.

Most the disdain came from ignorance and prejudice, anyway. He'd had to prove to the rest of the universe that humans were not a lower life-form. Over the years he'd earned the respect and admiration of many aliens who'd scoffed at him and his human weaknesses. It had helped change their opinion of Earth and humans in general. Along the way they usually discovered that they really weren't so different after all.

Still, he couldn't help worrying that if she ever did leave to go to Anodyne and saw the universe as an energy being, she'd find him inferior too. After all, without the Omnitrix he was just an ordinary human.

"Do you ever feel like I'm holding you back?" he asked tentatively, almost afraid to hear the answer.

"No, of course not. Why would you think that?"

"Well, as an energy being, you could experience things we can't even imagine. It seems wrong somehow not to live up to that potential…"

"Not if it's not what I want."

She belonged here. Everyone she loved was on Earth.

Her parents had been relieved that she had decided to stay, she knew. Her mother had never approved of Grandma Verdona. She thought she was too much of a free spirit. She didn't like it when she came to visit. Not that it happened very often.

Her father had been seemed a little envious that she could go with Grandma Verdona. As the eldest son, he'd been extremely close to his mother and always wanted her attention and approval. Verdona had been disappointed that he hadn't developed her powers, but she loved him just the same. Their closeness had probably contributed to some of the friction between her mother and Grandma Verdona.

She was glad she'd never have that kind of conflict with Ben's mom. Aunt Sandra was like a second mother to her, and she never treated Gwen like she was competition for Ben's love and affection.

"I can't promise I'll never leave," she said softly. "But I'd never be gone for long, and I'll always come back."

Her words seemed to reassure him.

After a long silence, he finally stood up.

"Come here. I want to show you something."

Mystified, she followed. She suddenly realized that she had no idea what he'd been doing all that time while she'd been sitting on the fishing rock by herself. Knowing him, he'd had to have been doing something. He never could sit still for long.

They walked to the grove of trees, hand in hand. She was conscious of how warm his hand was, and the way his larger fingers intertwined with hers.

At first she thought he was taking her to Grandpa Max and Grandma Verdona's tree, but he led her past it to a smaller cluster of trees. One tree stood slightly apart from the others. It was relatively young, but tall and sturdy.

They stopped in front of the tree. She looked at him questioningly. She didn't see anything out of the ordinary about it.

"Look." He pointed to the trunk, slightly below eye level. Freshly carved into the rough bark was a heart, and inside it, "Ben + Gwen."

She stared at it for a long moment. Tears filled her eyes. She hadn't expected this. Sometimes he could be so romantic…

She hugged him tightly. "It's beautiful, Ben. Thank you."

He hugged her back and held on.

She knew what he was thinking. Someday they would bring their grandchildren here.

This tree was a monument to their love, just as Grandpa Max and Grandma Verdona's tree was a monument to theirs. But while Grandpa Max and Grandma Verdona's tree symbolized love between two people from different worlds whose paths had converged only briefly and then diverged, Ben and Gwen's symbolized love between two people whose paths had always been intertwined and always would be.

Their love would endure.

~The End~