A/N: Here it is guys! Now since the Ben10 Universe has many AUs, I'm making yet another one, this time with both our beloved green-eyed cousins being 13. Enjoy!

Prelude

This was the stupidest thing he'd have ever done.

"Hurry up, Dwight! The cops are comin'!"

Damn. "I'm comin'! I'm comin!" the masked man named Dwight said as he jumped into the back seat of the red Impala.

"Floor it!" Larry, who was in the front passenger seat yelled as he un-locked the safety to his prized possession, his Ak-47.

The red car screamed into action as it sped as fast as it could from the bank that the 3 men just happily pilfered almost every penny from.

"Man, are they here yet?" the driver, Mater, asked as he ran through a red light.

Dwight took one look out the back window. There was no distinct blue patrol car or the dreadful blare of a police siren, so they were safe, for now.

"We're clear," he confirmed as he laid back against the seat.

"How much did we snatch altogether?" Larry asked.

"I dunno. Close to a million, I guess. I've got a bag of gold bars from the vault earlier," Mater said as he pulled off a rather daring curve.

"That's not much…" Dwight commented.

"Bah, that's enough to get us through for awhile," Mater said as he looked at the side mirror.

"Hey, what's that?"

Dwight took one look behind and yelped.

A blue streak passed above the back window and above the car before circling around it.

Nothing happened for the next second, and then something exploded.

"What the hell?!" Mater cried as the car began to swerve out of control before coming to an abrupt halt in the middle of the road.

Getting out of the car, Larry aimed his AK-47 at whatever did that to their getaway vehicle.

"W-What the hell is that?!" Larry yelled as the other 2 clambered out of the car.

Dwight could see a slick-looking blue –there was no other way to call it- alien standing right in front of the road with what appeared to be its face smirking at them.

"I duuno, but it's dead!" Mater yelled as he shot several round from his pistol.

The blue alien didn't fall, like what Dwight expected to happen.

Instead, the thing disappeared. Yes, disappeared.

"What the-?" Larry said as he held on to his gun more desperately than before. Dwight was really hoping he wouldn't catch friendly fire by mistake.

"Too slow, buddy," a raspy voice said from behind Mater. He turned around to glare into the bright yellow eyes of the alien, before he, and the alien were engulfed into a blue tornado, which disappeared as fast as it began.

What was left was a very dizzy Mater, who looked like he was seeing stars, before he fell onto the floor, unconscious.

"W-Where are you?! Show yourself!" Larry said, firing a few shots of his weapon into the air.

"I'm here!" he heard the same menacing voice say before turning back to spray a few rounds at nothing.

"No, I'm here!" the voice said from behind again. Larry yelled as he shot behind him, again hitting nothing.

"Stand still!" Larry yelled. "Okay," the voice said behind him once more. Turning back, the blue alien stood cross-armed in front of Larry.

"Gotcha now!" he said as he fired a few rounds more, or, at least he would have, if not for the fact that the blue alien swerved it's hand like lightning at the gun.

When Larry pulled the trigger, the gun did something it should not have done. It disassembled to pieces.

"W-What in the-?!" Larry gasped as he stood there, frozen by the alien's quick actions.

"Nighty-night," the alien said before twirling around Larry in a miniature vortex, making him nauseas, dizzy, disoriented, and unable to stand, all at the same time.

Both his accomplices now down for the count, Dwight had no idea what to do. Running wasn't an option.

The alien appeared before him in a flash, its arms on its side. Then Dwight took one look at the badge on its chest.

"Wait! You're that alien hero from the news!" Dwight said, dropping his pistol and pointing at the alien.

"My reputation precedes me. So are you going to surrender willingly?" the alien asked. It was an awkward question.

Knowing he had no chance, Dwight then stood up and stretched his arms out. "I-I surrender…" he said, hanging his head in shame.

"That's a first…I've got no handcuffs, so you can just raise your hands up. The cops are here," the alien said before patting the guy on the shoulder. True enough, Dwight could hear the distinct blare of the police sirens coming from behind him.

"You've just made a smart choice. Resisting arrest adds a year further in your jail sentence," the alien said with a smile before zooming off the roads up ahead, and into what Dwight thought was…

"An RV?"

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Chapter 1: Blue Skies

Y'know, I can't believe you followed my idea of puncturing the car's tires first before apprehending them," Gwen Tennyson said as she took a bite out of her burger.

Ben Tennyson only smiled as he nudged his cousin on the shoulder, sipping on his Coke. "Hey, you came up with something brilliant, so I went for it," the 13-year old boy said.

Gwen raised an eyebrow that disappeared into her fringe. "You? Complementing me? Did you get hit on the head or something, Ben?" she asked, putting a hand to his forehead.

Frowning slightly, the brown-haired boy then moved the auburn-haired girl's hand away. "Can't I be a gentleman once in awhile?" he asked, moving slightly from his spot next to Gwen's on the lush green grass outside the McDonalds they were at earlier.

He didn't seem upset, but rather acting upset to get her attention. It didn't fool her.

"Ben, don't gimme that look. I was just playing around, 'kay? Since when are you so sensitive?" she asked, running a hand through her medium-length locks.

Turning back, Ben then swatted her playfully on the shoulder. "Hey! What was that for?" she asked, quite scandalized.

"For seeing right through me, Gwen," he remarked, earning a slap to the shoulder in return.

"Ow! What's that for?" Ben asked, half-laughing.

"For being a major dweeb," Gwen said, huffing as she looked away and took another bite from her burger.

"Hey! That's not fair! I didn't do anything to deserve that!" Ben said with his laugh still in place. He then laid down on the grass, wrapping what was left of his burger for later. Grandpa Max's cooking taught both cousins to always save a little edible food for the fridge, just in case.

"Does it matter? A dweeb is still a dweeb," Gwen said, sticking out her tongue at him. Ben only chuckled as he took his fries and handed it over to her.

"Why are you handing me your fries?" she asked, looking quite skeptical. "A peace offering," Ben said with that grin of his. As funny as it was, Gwen always liked his grin. It was goofy, yet for some reason, reassuring.

The offer of fries was quite tempting, so Gwen took it. "Thanks," she said, smiling at him. Ben knew she loved McDonald fries, just as much as she loved apple pie.

She hid a girlish giggle to herself as she remembered that last week Ben had bought her a slice of New York-style apple pie for no apparent reason.

Was maturity really starting to do a number on Ben? Was it really turning him into a real gentleman?

She noticed Ben was starting to finish what was remaining of burger. Apparently he didn't want to stash it for later, then.

Ben was eating it rather sloppily, since he was actually doing it with his eyes closed as he continued to lie on the grass.

Giggling softly, Gwen then proceeded to watch as her cousin continuously tried eating, and making a bigger mess with each passing second.

Ben was halfway kicking himself on the butt. Couldn't he get this right without having to open his eyes? He could already hear the stifled laughter from Gwen. It was a consolation, then, being able to make her laugh.

Ben did begin to be fonder over his cousin in the past few years. They almost spent all their time together, doing things usually friends would do. Overall, Ben felt grateful that his relationship with Gwen had grown throughout the years, strengthening their bond.

She may still be kind of a geek, but she's my geek…Ben thought cheekily to himself. He still let his eyes sit shut as he daydreamed of wandering thoughts.

Then something soft touched his left cheek, and he opened his eyes. Gwen was holding a napkin to his cheek, wiping off the stray trail of ketchup that stained his face.

She was looking at him with such a look that made him melt. It was like a nurturing mother taking care of her child.

Ben just sat there, enchanted by Gwen's twinkling emerald eyes and that soft smile she rarely showed anyone. Oh, those lips of hers. Ben just wished he could taste them. He's been only looking for far too long. Actions had to be taken, sooner or later.

"Gwen…" he muttered involuntarily, wishing so much to embrace her there and then.

"Hmm?" she replied, still wiping off the stains from the corners of Ben's mouth.

Only then did Ben realize his blunder. He had to think of a comeback.

"Uh…Thanks," he said, regarding the napkin wipe.

"It's ok, Ben. I swear, you sometimes act like you're still a baby," she said with another gentle chuckle.

I swear, Gwen. Womanhood has really done wonders for you…Ben thought with a chuckle of his own.

Gwen stole a glace at Ben as she stopped her chuckle. He was grinning sillily at her again. Oh God, how she loved his smile.

His dark green eyes were so full of life that Gwen felt like a surge of electricity would charge her right up if she just continued to gaze into his eyes.

She then looked away with a slightly pink face. She read somewhere that it was natural to develop…feelings, for your cousin at this age. Puppy love was rather unmerciful.

But was it mere puppy love that she had for Ben? Was it something she had for her very own cousin really supposed to be merely fleeting?

Then Ben merely came within inches of her face, gazing deep into her eyes as he looked at her with a skeptical pout on his face. "Earth to Gwen? You there?"

Gwen literally screamed and fell on her back, her arms flailing as she did so. She was so afraid Ben was going to try something she wasn't quite ready for.

"What's up with you?" he asked, leaning over to look at her. So he wasn't being cheeky or anything, then.

"N-Nothing. You scared me by sneaking up to my face like that," Gwen simply said, still flat on her back.

Ben only raised an eyebrow as he leaned over closer until he was virtually on top of her.

"Sneaking up on you? You were practically daydreaming through a tornado," Ben said, admiring his view of Gwen lying sprawled under him. It was practically a dream come true. For both of them.

Gwen's breathing only grown harder as she realized the situation she was in. Ben was on top of her. On top. Oh, the things he could do to her right there and then. It was a rather deserted patch of land. No one had to see them, not even Grandpa, who was busy having coffee with some of his old friends.

But was this what Ben wanted? Did he have feelings for her too? Gwen had no idea.

Underneath that cool façade Ben was pulling, his heart was thumping painfully against his chest a thousand times faster than ever before. He could even hear his own heartbeat. Being on top of Gwen like that, his own cousin…it thrilled him to no limit.

Curse those hormones of his! He wanted to take her right there and then. He wanted to tell her how he felt. How his infatuation for her only grew more with each passing second they spent together.

Oh Ben…Gwen moaned in her mind. Being this close to him was driving her crazy. She didn't even know how the mood changed from innocently enjoying their burgers to being like this, with one cousin on top of the other, and none of them willing to move.

What is she waiting for? Ben thought, expecting Gwen to have kicked him off minutes ago. Wait, has it already been that long?

No, it had only been seconds. Still, Ben wished he didn't have to move, that was until Gwen spoke.

"Umm…Ben?" she asked, avoiding his gaze. "Yeah?" he asked softly, still half-tranced.

"I don't feel so good, y'know, being like this," she said, frowning slightly. She was lying, of course, but she had to draw the line somewhere.

"Oh," Ben said with a hollow expression. "Sorry."

With that, he got up and took up all the remaining rubbish they left behind. Looking puzzled, Gwen got up too and tried to look at his face. She found it quite hard, as he was at least 5 steps ahead of her, and keeping it that way.

What hisproblem? Gwen thought as she crossed her arms. Why was Ben so temperamental out of a sudden?

Honestly, Ben was rather moody. He was enjoying the situation, but forgot that Gwen may not have liked it that way. He felt so stupid, to actually think Gwen would like that to happen.

He knew she was trying to see why he suddenly up-and-left, but he didn't her to see him in such a state. Ben knew he can't hide his annoyance from Gwen. She just knew him too well.

"Ben? Ben!" she yelled at him. Still pretending not to hear her, Ben steadily walked off towards where Grandpa Max parked the RV earlier.

Gwen was really starting to get ticked off now. Was he mad because of that incident? Wait, doesn't that mean he was angry because she just told him to get off?

But…doesn't it mean that he wanted to be on top??

No way! Ben's not interested in me! ....Isn't he? Gwen thought, a thousand thoughts running through her mind as she continued to tail Ben into the RV. He unlocked the door and disappeared in, leaving Gwen behind by mere centimeters.

She noticed he wasn't visibly angry at her, because he didn't slam the door in her face like he did a week ago when they had a large argument over the last piece of pizza.

Smiling at that reality, Gwen then proceeded in to see Ben sitting on the couch, his eyes closed as he nodded his head to the beat of his mp3 player. That was fast…last I remembered he left that thing on his bed…Gwen thought.

She then sat opposite him, resting her head on her arms, just observing Ben with a smile on her face. That boy was honestly easy to figure out.

Ben felt the couch nudge a little from the opposite side and knew Gwen must've sat on it. He purposely put the volume till it was loud enough to drown out anything she might have wanted to say.

But when he opened his eyes ever-so-slightly, he could see her smiling at him. Just sitting there and smiling at him.

Oh God…she's beautiful… Ben thought as his heart began to thump painfully again. No other girl he knew had a smile as beautiful as his own cousin's.

"W-What?" Ben said as he backed up a little. He knew Gwen had something in store for him. She always did.

Gwen just smiled even warmer and shook her head. "Nothing~" she said in sing-song. This was a simple tactic. Just act nice to Ben until he can't stand it.

It's worked a few times, and he was blissfully oblivious enough to not know it's one of Gwen's tricks. Bless him.

Ben tried to peer his eyes away, but it was just as good as trying to swim in quicksand. He kept looking at her every few seconds. He was addicted to that smile, and he just wanted more.

"Ben~? Are you staring at me~?" she sang. Oh that voice…

"N-No! Why should I?" he defied defiantly (LOL?)

He was trying to defend himself, then. Ah, Gwen knew a way to break through his already flimsy barrier.

"Aww…is Ben acting all defensive over his adorable lil' cousin?" he asked, nudging her shoulders in such a cute way that Ben almost wanted to cuddle her like a kitten. What was going on here??

Shaking his head to clear his thoughts, Ben then closed his eyes and concentrated on the music. At least that would sooth him down.

Why do I keep running from the truth
All I ever think about is you
You got me hypnotized, so mesmerized
And I just got to know~

Do you ever think when your all alone
All that we can be, where this thing can go
Am I crazy or falling in love
Is it real or just another crush
Do you catch a breath when I look at you
Are you holding back, like the way I do
Cause I try and try to walk away,
But I know this crush ain't going away~ going away~

Opening his eyes wide, Ben groaned inwardly as he pressed the 'next' button on his mp3 player. Oh, that's just great. Even David Archuletta needs to poke fun at me...Ben mumbled in his mind.

Gwen peeked over the table to see Ben lying down on the couch, his eyes shut as he looked like he was about to doze off. Oh, so this was how he was going to play this, then.

Ben was quite certain Gwen had given up with her games, for now. It was since they started maturing did they begin to take their teasing to a more…physical level, for who knows what reason. Ben just blames it on the hormones.

He lay peacefully on the couch as he began to clear his mind again. The past 15 minutes were rather too messy, and he was better forgetting it all. All, except the sweet images of Gwen's lovely smiles. Now those were meant to last.

As Ben opened his eyes after what seemed to be a few minutes, he felt the RV already rocking up on the road. He slowly moved himself up and rubbed his eyes. He was rather groggy, and the first thing Ben noticed was the sunset behind him.

Was he asleep for that long?

"Hey Ben, good to see you're finally awake. When I came back both of you were already snoozing on the couch," Grandpa Max said as he looked through the rear-view mirror.

"Both of us?" Ben repeated in question as he looked over to the opposite couch to see Gwen sleeping up straight, a novel loosely in her hands.

Ah, she fell asleep while reading. Again…Ben thought with a smile on his face. He leaned forward to take the book gently for her and marked the page with the bookmark on the table.

He then stole a glance at her dozing face. She was so delicate no matter what face she gave. Her sleeping look was no different.

Ben smiled wryly as he edged closer to her. Would this magnificent girl ever be his? Would she try and ignore how society looks down upon something like this? The same way he did tried to ignore it?

Well, if Gwen could never be his, at least he could settle for one little thing. The couch was rather shielded by a tinted glass platform, so getting caught by Grandpa was unlikely.

Ben moved closer to Gwen, inch-by-inch. He was within tasting range of her lips, but he decided to forgo that sweet trap. Instead, he gave her a soft kiss on her cheek, letting his lips remain on her soft, smooth skin for merely a second.

Nevertheless, it felt like an eternity to Ben. He wistfully removed his lips from her skin and moved away, satisfied with his daring act.

Unknowing to him, as he went to the bathroom to take a shower –a cold one, mind- a faint hint of a smile crept up Gwen's lips as she moved from her spot ever-so-slightly, still unfazed from her dreams.

"Oh Ben, kiss me again…" she groaned in her sleep as she ran a finger across the spot where Ben's lips grazed her soft skin.

"Mmm…just my cheeks? How boring…" she mumbled with a scowl.

Was it really a good thing that she was asleep when Ben did that?

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A/N: Okay, Chapter 1's done, guys. Please R&R on this one, kay?

Tell me what you think about this one, eh? =)

Oh, and if you have the time, please try and support the Bwen movement more, please? We really need as many hands on deck as we can.

Cheers/