Thankful

This Chapter Contains Mature Content; Viewer Discretion Is Advised.

9 Months Later

Bellwood; New York; November 25th, 2011; 9:32PM

Ben laid out in his bed staring up at the ceiling in a fog of deep thought, or rather, he was more focused on his enhanced senses rather than the flashing TV not ten feet away. After the incident with Vilgax, he couldn't bring himself to transform, he couldn't bring himself to put his life in the spotlight of pressure after what he did. More so, he didn't feel very heroic after committing brutal cold-blooded murder spite assuring Kevin it was a line he'd never cross.

Instead he laid with the feeling of guilt welling up inside of him as he listened to the sirens, counting them one by one as he heard them dispatch officers for different coded reasons, some he recognized and some he didn't, though nothing ever changed. He dug the side of his face into the pillow and exhaled deeply as the light from the television shun over his face. Even after two years of going hero with Gwendolyn by his side, he still felt like he couldn't shake his fundamental nature, finding himself tuning in to the sirens outside his window out of habit. Ben made the mature decision to give up his identity as Shifter, he went the extra mile by pulling the core from the watches gauntlet; he could never part with the Omnitrix again but, he could certainly deactivate it at any time. When he made that choice, Gwendolyn promised to be supportive no matter what he did, however; being the dweeb she was she constantly reminded him of possibly going hero. He understood why she was so persistent about going out as vigilantes every other night, the fights were absolutely thrilling, and that excitement was hard not to miss, in fact he missed it just as much as she did, possibly more.

No matter how hard he tried though, no matter how long it had been since he beat Vilgax, he just felt sick when looking at the core and considering reactivating it. Days turned into weeks and those quickly turned into months and before he knew it, Ben was only a few short weeks away from turning sixteen and already in his Junior year of high school. Ever since he merged with Omnitrix, he found even the most complex of his Algebra One assignments to be mundane at best, even giving Gwendolyn of all people a run for her money; though, she still held the upper hand with her advanced calculus tutor sessions.

Ben sat up with a sigh slipping his feet off the bed and standing up, preparing to shuffle across the room towards his bathroom for a shower but, as he was halfway to the door juxtaposed to the rooms entrance he picked up a sound through his enhanced hearing. A woman shrieked from around the corner of his house as two loud gun shots went off from the street and she collapsed on the sidewalk, Ben turned around tilting his head as he searched for the gunman who escaped around the corner on some sort of motorcycle. He tried not to think about it, looking back up at the bathroom as he heard the echoes of the engine that turned the corner about to pass behind his house. He could forget what he'd heard and let the proper authorities handle it but, it simply didn't sit right with him leaving the woman to bleed out as the gunman escaped.

Ben decided against his better judgement, quickly turning with luminescent emerald eyes, sprinting towards the open window, and leaping through it with no effort running across the roof without losing his stride. He flipped off the roof landing on his feet perfectly in the driveway before tracking the gunman on the street opposite to his house as he ran passed a fence towards the alley he would use to transform out of sight. He jumped planting a foot on the brick wall using it as a springboard to leap over the fence separating the two streets landing in the alley facing the man's get-away route. He sprinted forth as he tracked the motorcycle through the street, approaching him as Ben made an effort to intercept, grabbing an iron rod that stuck out of a dumpster as he ran quickly launching it with perfect timing and impressive precision. The rod slipped perfectly through the spokes of the motorcycle's front rim, jamming the tire, and sending the helmeted driver face first through the air at fifty-miles-per-hour, landing in a roll groaning in pain. He felt the burn of the asphalt road-rash he received from skidding to halt, turning his head to look back at the boy with his identity shrouded by the helmet, he glanced back at the gun which had clattered to the ground by the downed smoking vehicle.

Ben stopped to watch for only a second as he huffed, looking back down the street and listening for the woman's condition, checking her heartbeat; she was breathing but, her pulse was weak though there were three pedestrians who had already called the police looking after her so there was nothing more he could do. He could, however, punish the degenerate responsible who currently attempted to crawl towards his pistol on his hands and knees while Ben was distracted momentarily though it didn't work. He walked over, kicking the gun across the street knocking it out of his hand as he clutched it in pain, Ben tore his helmet off tossing it into the alley before grabbing the collar of his shirt and pulling him in for a right-hook punch to the chin.

His eyes shun bright-green as he struck the shooter again and again in the face with same form of haymaker punch, eventually the crimson blood slicked his knuckles as he whaled on him repeatedly for nearly a minute before hearing the ambulance sirens coming from the other side of the street. Ben gulped as he looked down, noticing the unconscious man was now coughing up blood and trying to breathe through his broken nose. Dropping his shirt allowing his head to collapse back to the concrete, he gulped and backed away slowly looking back to his hands as he couldn't believe what he'd just done. Each of his punches could crack concrete with his extra strength and he wasn't holding back in the slightest when landing those strikes, he stumbled back just lucky that he was fully dressed as he hadn't given that much thought before leaving. The thick crimson liquid splattered his cargo-pants and black t-shirt, getting the white stripe stained with red droplets of blood; he didn't know what to do so, he decided to leave the scene as quickly as possible.

With his enhanced speed and agility coupled with his detailed knowledge and experience with the Bellwood rooftops and streets, he was able to make his way to the Bunker in only an hour; there he called Gwendolyn from his cellphone to meet him, even though it was late he wasn't sure who else to talk to, explaining the situation to her over the phone. With a long sigh Gwen instructed him to clean himself up and wait at the Bunker for her to get there.

…

Bunker; Bellwood; November 25th, 2011; 11:01PM

Ben sat hugging his knees tucked into his chest on the training mat, leaning against the wall in relative darkness he stared out into the shadows thinking deeply about what he'd done. He felt like he was losing control, too afraid to be a hero but, too righteous and impatient to stay quiet while the city suffered constantly. His eyes still shun giving off a dim light that was the only illumination in the room aside from the moon light shinning through the windows near the ceiling of the Bunker.

He listened to the cars pass as he heard her footsteps land gracefully on the roof, slowly making her way down to the ally where the side entrance was located; Ben couldn't bring himself to touch the Danger Alert system even if to check on the two injured civilians near his house. Luckily, Gwendolyn had already hacked the Bellwood Police Database herself to check on their condition from her laptop before leaving the house, he could always count on her. She knocked twice out of habit before using her hand-print scan to enter once she noticed no cars passing in the street, it only took a few seconds for her eyes to adjust enough to see Ben's glowing pupils staring up at her from the darkness.

"Ben?" She announced reaching over to pull down a lever on the wall that turned on the artificial lights above them, Gwendolyn sighed and approached him slowly brushing one of her bangs out of her eyes as she sat next to him on the floor, "You okay?"

He had long since washed the blood from his knuckles but, still felt like he couldn't ever get his hands clean enough after doing what he did, the sad part was this was far from the first time he'd done something so rash in the last few months. He shook his head in response to her question, taking a breath as he looked back to her, "Is she okay?"

"She'll live, but the man you beat is in a coma now," Gwendolyn didn't enjoy giving him bad news and certainly didn't take pride in knowing she was right, at least not anymore; she shuffled closer to him bumping his shoulder with hers, "Listen, I don't know what's going on with you but, you need to talk to me, I want to help you…" she reached out and placed her hand over his, noticing that his hands were wrapped incredibly tight around his knees.

"I don't know how to be normal anymore," Ben spoke as he took another deep breath feeling her warm hand on his, turning to look into her eyes, "I can't be Shifter but, I don't know how to be Ben Tennyson…" he thought it would be over once he deactivated the Omnitrix but, now it wont stop, the anger, the rage that boiled over when he heard the sirens blaring through his window every night, it was all too much.

Gwendolyn was silent for a moment as she thought of a good response, or rather worked up the nerve to tell him what she'd been thinking for weeks now, "Maybe, you can't live as either because you were meant to be both, Shifter is as much a part of you as that watch is now…" she reached out to tap the dial of his glowing watch.

"But-" before he could respond Gwen interrupted him.

"I get it, okay?" She sat up to face him, scooching over to sit across from him and pulling his illuminated gaze towards her with a finger on his chin, "You're afraid… of who you are and what you've become and you're running from it, you think you're a monster?"

Ben scoffed sitting up to stand in front of her giving her a serious expression that showed genuine concern for the wellbeing of the people around him, "No, I am a monster, a murderer, I killed Vilgax and I could have killed that man tonight, and who knows how many other people just for being in my orbit."

Gwen stood up after him to face him with an equally concerned expression only it was for his own personal health, noticing his struggle with the darkness brewing within him, "There is a monster inside of you, but it isn't you… it isn't the guy I fell in love with."

"I don't see the difference," Ben responded raising a brow and folding his arms across his chest in confusion.

Gwendolyn responded by nodding her head, "That's right, you need to create one, you need to give the monster an identity… it's only when the monster becomes someone else that you can be free to be Ben Tennyson again," she shrugged and placed a hand on his shoulder, pulling him in to warm embrace as she wrapped her arms around his torso, "Maybe that's why you were able to do it for so long?" he opened his arms to wrap them around her instead, putting his nose and lips to the top of her head.

"I don't know… I feel like Shifter is the worst parts of me, the most violent parts and… I don't like who I am when I'm that person," Ben pulled away tearing his eyes from hers as she pulled back and took his chin in her hand, pulling his eyes to face hers again.

Gwen's eyes were reflecting the glowing aura that radiated off his genetically altered pupils, creating the illusion that her eyes were shinning as bright as his own, "Look what happened when you tried to deny that part of yourself… you need to let the monster out sometimes or it'll build until you explode under the pressure like tonight." She sighed and gave him a warm smile, reaching up from his chin to caress his cheek, "I gave you some time and space but, this city needs you… it's never been worse out there, the world needs a hero one way or another, I know you're afraid but, if you go out there I'll be right by your side the entire time."

"You promise?" Ben muttered raising one of his brows as he placed a hand over hers on his cheek, lacing their fingers together slowly.

Gwendolyn giggled lightly, raising her free hand with her little finger out, "Pinky swear," she responded with a warm smile using his other hand to wrap their single fingers together briefly, sealing the promise.

Ben leaned down placing his forehead against hers allowing their noses to brush up against each other softly, he chuckled a bit as her cheeks grew rosy, "Why do I get the feeling that you've been waiting for this?"

She giggled again, pulling away from him and grabbing his hand as they walked off the mat and towards the large computer console; Gwendolyn activated the Danger Alert after sitting down quickly opening certain files that she had clearly been compiling for quite some time now, "Maybe… because I have?" she nervously continued trying to gain his interest quickly after he shot her a disapproving look, "There have been reports of a shapeshifting monster and a witch with mystical powers causing havoc in different cities all across the Eastern Seaboard…" after pulling up eye witness police reports and shaky body cam footage from the now deceased officers that first engaged them, "Normally I wouldn't bother but, every testimony has the same modus operandi, bright flashes of red and pink lights…"

"Charmcaster and… Albedo? I thought the Plumber's escorted him back to Galvan Prime for trial?" Ben shook the fact that she was working on this in secret and folded his arms resting them on top of the chair, reviewing the reports on screen from over Gwen's head as she pulled the Plumber logs from their convoy that was meant to escort Albedo off world.

"It looks like he never even made it to the launch site, their convoy was attacked by Charmcaster on route leaving four designated Plumbers dead or severely injured," Gwendolyn spoke up as she too read the report and looked back up at her boyfriend, still deep in thought on what he was going to do, "I don't have to tell you how dangerous the two of them are together so, should we go after them?"

Ben sighed apprehensively, narrowing his eyes at the pictures of the two villains appearing on screen, "I guess we don't have much of a choice… Charmcaster is your responsibility and Albedo is mine." He took a step back pulling on her chair spinning her around to face him, leaning back to put her hands behind her head as he spoke down to her, "Can you track them with the Danger Alert?"

Gwen raised her brow in response, holding a hand over her heart, "It hurts me that you even have to ask," she used her feet to spin herself back around to face the monitor, quickly tapping over the replaced glass keyboard, "I can hack into the CCTV cameras in the surrounding cities and upload a facial recognition software that'll triangulate their location; the algorithm might take a few days which I think is perfect."

Ben walked around her, leaning against the desk as he didn't necessarily understand most of what she'd said, only getting that it would take a few days to get their location, "How is it perfect, again?"

Gwendolyn started running the program before leaning back again and facing him, folding her hands overlap, "You've been out of practice for nearly a year and its been at least half that time since you trained…" her expression was one of concern her voice not carrying her usual teasing.

Ben raised his brow with a chuckle, "Are you saying I need to start training again?" he asked with a slightly offended tone, still smiling as she shook her head in response.

"All I'm saying is you should start small," Gwen was interrupted coincidently by an alert from the monitor prompting her to sit up and swipe a few keys to check it, "Looks like there's a building fire that erupted on the corner of O'Neil and Jefferson Avenue; will Shifter be making an appearance?" she turned her head from the screen to look up at him.

Ben looked up to the CCTV footage that she brought up of half the building residents standing on the street waiting for the Fire Department who hadn't arrived yet; he narrowed his eyes at the black and white pixeled blaze that erupted from the fourth-floor, if he didn't step in dozens could die, "I guess I don't have much of a choice, do I?" he looked back down at his girlfriend who shook her head, standing up to face the glass case with a dusty sheet tossed over it.

"I've been waiting months to pull this baby back out," Gwendolyn tore the sheet off the casing revealing the mannequin with her Kevlar suit and hooded cape on display, "I missed you…" she muttered as she hugged giant rectangular glass case, almost kissing it.

Ben pulled open a drawer on the desk that held the Danger Alert system, pulling out his black fingerless-gloves and slipping them on, "We're going to need to stop by my house for the Omnitrix core so try not to take forever getting dressed?" he said tightening his left glove.

She scoffed back at him, turning her nose up as she closed her eyes and lifted her hands, "Mihi Omnino Exhiberet Convivium!" she simultaneously snapped both her fingers sending blue electricity over her hands as her aura enveloped her in a blue luminescent energy that temporarily hid her from sight. The light cleared almost as quickly as Ben's Omnitrix transformations with the bright blue beams of light settling and revealing Gwendolyn standing fully suited up flashing her four glowing Charms of Bezel imbedded on the sleeve gifted to her by her boyfriend.

"I forgot just how good you looked in that," Ben noted as he walked over and grabbed the black windbreaker with white trim hanging on the hook by the exit, slipping his arm through the sleeve, "We should get going before the fire department gets there, we don't want any interference…"

Gwen responded by holding her left hand out as her Charms lit up on her sleeve with a yellow energy outlining each of their ancient carvings, "It's a good thing I've been working to master my portal spells then, huh?" her bright blue aura shrouded just her hand this time summoning a symbol akin to the Charms of Bezel spinning in the air until it opened with a loud hum, "First stop is your house, right?" she punctuated her sentence with a confident wink which caused the heat to rise into his cheeks a bit.

"You never cease to amaze me," Ben pecked her on the cheek quickly before jumping through the portal causing her to lift a hand and caress where his lips had brushed, nothing would ever give her the same butterflies she felt when they kissed, and she cherished those sensations now more than ever.

…

Bellwood; New York; November 26th, 2011; 12:32AM

Ben and Gwendolyn flew through an identical circular portal only now they were about a hundred feet above the roof of the building that currently sustained a massive fire from the top floor that was getting out of control, "It's gotten worse, and it looks the fire department is here!" Gwen shouted noticing the large crimson trucks that pulled in from the street, holding her boyfriend under his arms to carry him while she used her telekinetic Charm to simulate flight, "Still down to go hero?"

He glanced down to the Omnitrix on his wrist before taking a second to hesitate staring at the core in his opposing hand, it was dim and lifeless but, still gave him a sense of sentience as he slapped the core into the gauntlet. He felt a sudden jolt of energy course through his body as the sudden connection to millions of genetic samples across multiple galaxies surged within him, his pupils shun so brightly even the whites of his eyes were engulfed in emerald light briefly. When they returned to normal, he took a deep breath and let it out slowly, watching the heat of his breath billow out into the cold winter air, "Yea, let's do this, drop me!" He shouted up at her with a smile, feeling her grip tighten before letting him go entirely.

Ben popped the dial on the Omnitrix manually with his thumb as he free fell through the air taking only a second or two to slip through a few silhouettes, slapping the watch with vigor and landing in flash of emerald light that caught some on lookers attention from below. Heatblast landed planting his charcoal knee into the concrete, cracking it with his weight as Lucky Girl landed next to him; the volcanic craters on his shoulders erupted charging a powerful white-hot beam from his right index finger cutting through the roof to give them access to the burning building, "Give me just a sec…" he spoke over his shoulder to Gwen who nodded in response. Heatblast pencil dived in through the hole landing in the blazing hallway, quickly using his Pyrokinesis to absorb the flames in a swirling vortex that sucked the heat from the room in seconds; when Lucky Girl noticed the bright lights simmer down, Heatblast shouted up at her, "Clear!"

Lucky Girl lifted her navy blue cloth mask over her nose and mouth to protect from the ash that littered the air when she floated down gently into the hallway; they heard multiple shouts from opposing sides of the apartment complex, they were trapped in their rooms as Heatblast pointed his palm at the fires shrouding the wooden doors. As he pulled the flames into his sentient magma body, he announced to his partner laying out the most obvious plan, "You clear that side and I've got this side; meet back here for extraction."

Gwendolyn nodded, pulling her hood up as she sprinted towards the first crisp door she came across, kicking it in with her enhanced strength before marching in out of sight; Heatblast glanced towards the stairs that were totally engulfed in flames, realizing they had no escape. He sighed and turned back to the door behind him, kicking it in and finding a mother with a blanket over her and her child in her arms, cowering in fear for their lives.

The burning man was likely a terrifying sight so he didn't bother talking to them, only holding his hands out to ensure he wouldn't hurt them. What they weren't expecting was for the flames around them that made it hard to see and breath to be absorbed into his palms, seemingly dissipating from the room entirely. Heatblast stepped passed them, using the tips of his fingers from both hands to accurately cut out a massive hole in the wall, luckily nobody was anywhere near the building as the bricks fell to the ground below, shattering on the sidewalk. He finally kicked the window out sending the entire frame with even more bricks to the street. The woman had never held her baby so tightly before, as the burning man approached and gestured with his hands for them to stand next to him.

Lucky Girl sprinted in with a ten-year-old girl wrapped around her neck and back, supporting an elderly man with one arm while holding a toddler in another, "Is that all of them?" Heatblast asked her as her eyes illuminated bright blue, sensing out the auras inside the building. She nodded finally in response as her eyes returned to their normal shade of green, approaching the massive hole that the Pyronite had put in the wall, "Industria Pontem!" the civilians watched in awe as the blue aura shrouding her free hand extended and projected into a long bridge or slide resembling what's used by airplanes in emergency landings, allowing Gwendolyn to guide them each down to safety.

Heatblast and Lucky Girl still had two or three people left when the building started shake, the structural integrity of the support beams and walls below were starting to crumble; "I'll head down and try to save the building, make sure they get cleared," without waiting for her response, he strutted out the door looking over the railing of the walkway down at the blazing stairs below not hesitating to leap over it landing in the midst of the flames nonchalantly. He was totally consumed for nearly a minute before the entirety of the fire started to funnel into him through a massive vortex, completely absorbing the heat from the air and walls.

Once the fire had completely gone out, Heatblast dusted his hands together out of habit looking around to ensure he'd gotten it all; Lucky Girl floated down from above landing next to him as a bright explosion of emerald light engulfed him transforming him back into his human form, "Is everyone safe?"

Gwendolyn nodded as she responded, "Yep! C'mon, let's get out of here before this place comes down around us," she landed next to him, prepared to pick him up and fly away until they heard a loud thumping which preceded a loud shout that echoed through the building from outside.

"Breach, breach!" from the exit behind along with every doorway that surrounded them came geared up S.W.A.T officers with shotguns loaded with rubber bullets that could break bones on impact, Ben noticed that he couldn't smell any gunpowder and immediately realized what this was about before they even spoke.

One of the men approached with his side-arm at his hip and a document in the other hand holding it out to them before telling them exactly what it was in a demanding voice, "Don't move! You two are under arrest for violating the Anti-Vigilante Act; any unregistered super-humans operating on American soil are subject to arrest and detainment without hearing."

Gwendolyn knew more about politics than likely anyone in the room, stepping forward and speaking only slightly muffled through her mask, "You can't do that! That's illegal!"

"Not anymore…" One of the officers demanded, pulling a pair of metallic cuffs that were identical to the ones placed on Albedo to render the Omnitrix unavailable, there was only one person who wanted Ben badly enough to prepare officers with rubber bullets and customized shackles, "Surrender peacefully or we will open fire." Ben's pupils quickly illuminated a bright neon green as he counted at least a dozen assailants around him all armed with projectile weapons but, also geared up in bullet proof body-armor so he didn't have to worry about accidently killing them on the way out. He nodded over to Gwendolyn still standing next to him, as her own pupils lit up with a yellow flash, her Electrokinesis Charm of Bezel hummed as did the buzzing of the artificial lights that still worked in the corridor around them.

They all looked to the ceiling as she sucked the electricity out of the building, with wiring already damaged by the fire, it didn't take much to suck that residual energy into her hands; they raised their shotguns as she lifted her hands slowly, quickly surprising them with an explosion of light meant to blind them like a flash-bang. Ben turned towards the exit, grabbing the shotgun closest to him, and ripping it out of the officer's hands before bashing him in the forehead with the wooden grip, knocking him out. Lucky Girl clapped her hands together after blinding the men in front of her, using telekinesis to force push them all off their feet onto their backs through the soot covered narrow hallway. Ben proceeded to snap the gun in two over his knee, turning and launching it as though he were pitching a baseball, hitting one of the officers that took aim at Gwen in the head stunning him long enough for her to sidekick him in the chest, sending him through a sheet of burnt drywall.

They were groaning and recovering when Ben popped the dial on his Omnitrix quickly slapping it as another green flash of light exploded, leaving a five-foot-tall red stingray-like alien in his place, spreading his arms which had long yellow flaps hanging down to his tail seemingly for flight, "Let's go!" he blasted the door with emerald neuro-shock beams to avoid taking the time to open it, tearing a hole in the wood and drywall big enough for the alien Ben had dubbed 'Jetray' and Lucky Girl to escape through the air. They both ducked out of the building and curved upwards into the sky passing a police helicopter that attempted to follow them but, they flew upwards out of its range, utilizing a versatility the chopper couldn't mimic.

Once they were out of sight, Gwendolyn pulled her mask down to get a breath of fresh air, "Phew! That was close, new alien?" she looked back to him with a smile noticing that he remained quiet.

Jetray was deep in thought, focusing on his forward flight as he looked back and regretted his less than rational decision to storm the White House and demand an audience with the President, it clearly had ramifications he didn't foresee. This anti-vigilante law was clearly retaliation for the threats he made just before the Vilgax incident; Gwendolyn noticed that he was lost in deep thought when he didn't answer her, prompting her to float out in front of him.

The moon light cascaded around her as she drifted into his line of flight, causing him to slow to a cruising speed in front of her; Gwendolyn could see the apprehension on his face, the feeling of self-doubt and shame that came with making a massive mistake, "I know what you're thinking, that wasn't your fault…"

Jetray looked back down to the clouds below, sighing deeply as his gaze drifted upwards to the clear blue atmosphere that was sprinkled with twinkling lights decorating the sky around them, "How could it not be? You heard them, being super-human is illegal now, who knows what comes next? And it's all thanks to me and my big mouth," he took off again drifting down through the clouds as Gwen followed him to the ground, they dropped through the white puffy barrier that led to the Bellwood sky-line where they could just barely see the roof of their Bunker growing closer by the moment.

"Your only other option was to let the Government cease us both as weapons which would have been no better for the world than this," Gwendolyn switched her flight position so that her feet were facing the ground still keeping her eyes down as she defied gravity, landing gracefully with Jetray beside her. He exploded in a flash of emerald light with Ben emerging in his human form, walking across the gravel rooftop to stare out at the city he felt he could no longer protect even if he tried.

Ben looked down still feeling ashamed for being so immature, it wasn't until he felt a warm gloved hand on his shoulder that he turned to look up into her eyes, still keeping his head down, "I know this isn't the outcome you wanted but, we need to make the best out of it if we're going to-"

Ben shut his eyes tight as he swung his arm shaking her hand away aggressively, "Going to do what, Gwen?! I don't know about you but, I don't plan to fight the BPD every time we try to save lives!" it was only after he had shouted that he noticed she recoiled, with a sorrowful expression on her face, he obviously had hurt her feelings. "I'm sorry, I shouldn't have yelled," he muttered turning back around to face the city again prompting her to reach a handout again this time intertwining his fingers with her own.

"It's okay, babe, just… look at me," Gwen pulled on his hand turning him around to face her as she placed her opposing palm on his cheek, caressing his skin with her gloved thumb; just knowing it was her was incredibly comforting to him, letting his glowing eyes close as his head fell into her hand, "Breathe…"

Ben took a deep breath in through his nose slowly letting the air out of his mouth, feeling the warmth coming from her as she pulled him in for a hug, wrapping her arms around his neck, "We'll work this out, we always do… in the mean time we should get some sleep, we have Thanksgiving dinner tomorrow so it should be a good distraction." He pulled his head back and adjusted his posture to look down into her eyes, stretching his back a bit as he leaned his forehead onto hers and suddenly tickled her sides with his fingers, forcing a giggle out from her lips that glistened in the moon-light, "Stop it…" she cried through the sweet sounds of laughter, "dweeb attack!" Ben hadn't heard her use that term since they were ten years old but, it held an entirely different sensation now than it had in the past.

Gwendolyn was too distracted by her fit of giggling to notice him as he raised one of his hands up to her chin, holding her smile in place so that he could brush his lips against her; feeling his free hand that was relentlessly tickling her seconds ago suddenly grip her side firmly pulling her closer to him. She melted into his lips as her arms fell limp barely locked around his neck, feeling his tongue invade her mouth, caressing her own tongue with passion as it swirled through her saliva. Gwen couldn't help but smile when she felt him shudder into her mouth, goosebumps spreading over the nape of his neck and down his back as he pulled away staring down at her with a heated expression. He noticed the way her nose crinkled when she giggled, how the moon light glistened off her emerald jewel pupils even when her bangs fell in front of them, and her lips always tasted pleasant like a strawberry-minted flavor. He was kicking himself for pulling her so close even though it felt amazing to have her breasts pressed up against him, they still seemed soft while tightly wrapped in her suit. Ben found that her natural acrobatics, martial arts training, and gymnastic background all led to her entire body having a fit and firm build from her rear to her almost hourglass curves. How could he have gotten so lucky? He surely didn't know what she saw in him as he couldn't see it for himself.

"What?" She asked with a warm grin, pulling her hand from around his neck to play with his ear as she noticed him staring for a moment after their kiss; she was able to actually see the change in shade his skin took when the heat rose to his cheeks after the goosebumps subsided.

Ben shook his head, smiling back at her as he pulled away, "Nothing, I'm just excited to see you tomorrow…" he rubbed the back of his neck as she separated from him, folding her arms across her chest when he turned.

Giggling first, Gwen spoke up in response with a coy smile, "Excited about that or just excited in general?" she referred to what he had hoped she didn't pick up on, taking a step forward and rounding him to cut off his walk away; she glanced down at the minor tent bulging in his pants which only made him even more embarrassed.

Ben chuckled nervously and tried to turn away prompting Gwendolyn to raise a brow in a bit of confusion, "Don't be gross, doofus," he seemed to only get redder as the seconds passed with her staring down at it, any longer and she might've started drooling.

She laughed off the feeling, realizing that he was probably as new to these feelings as she was but something stirred inside of her still finding it hard to take her eyes off the bulge that jumped a bit in his pants; it was an intense heat that started between her legs and rose to into her chest, she instinctively bit her lower lip when he covered it with his shirt. Gwen was confused because her nipples were actually starting to become erect, had she not been wearing a bullet-resistant suit, he probably would be able to see them. His blush only got deeper as he tried to hide the boner with his hands, "I said not to be gross, Gwendolyn!" he referred to the obvious insatiable look in her eyes, using her full name to snap her out of it, "It'll go away in a second…" he turned around ensuring that she couldn't see it which disappointed her more than it should have.

She huffed and folded her arms, scoffing at him before complaining, growing just as red as he was, "Ya know, we've been dating for over a year and a half and there's only one place for our relationship to progress to… it's totally okay if you aren't ready but, I hope it's not me," her voice lowered an octave or two as she finished the sentence, finding her confidence fading as she figured maybe she was the problem, "Is it because we're… ya know… cousins?"

"It isn't that…" Ben muttered as he finally settled down, flattening his lap and pants before turning around to face her, only now noticing her worried expression, "No, I mean, it's me… I've never done anything like that before, hell, I don't even think I've ever really looked at porn…" he rubbed the back of his neck still trying sheepishly to explain himself, "Is that something you… do?"

Gwendolyn blinked at him, not realizing that she'd just sentenced herself to this awkward conversation, her cheeks turned a deeper crimson as she tapped her index fingers together which he still found adorable, "I… I've looked at it before, a lot actually, it looks like it could be… fun?" she gulped figuring it would be better off if she were just honest rather than bottling it up, though she wanted nothing more than to burry her head in the dirt at the moment, "Some of which I might wanna try with you one day?" Ben chuckled, finding it ironic that she was the one pushing for something that seemed so uncharacteristic for her; he honestly couldn't imagine what sex would be like with someone he was as in love with as Gwen, it just wasn't something that usually caught his mind, "What? Don't laugh…" she muttered looking away slightly embarrassed.

"I'm only laughing because it seems so unlike you, since when did you become so bold?" Ben chuckled as she began to pout, "I guess I never pegged you as the type to be into that stuff."

Gwen narrowed her eyes at his comment, she knew she could be just as freaky as any other girl; she didn't want to seem like a prude and couldn't help but admit her hormones were amping any arousal she came across. It had been driving her crazy for weeks, finding herself fantasizing about different scenarios all of which included him. "Oh yea?" a devious smile curved over her lips, as she took a step or two forwards, "I'll show you bold, dweeb," she lunged herself into his arms, pressing her lips against his as her tongue almost immediately found its way into his mouth, she pushed herself against him until she could feel the bulge growing against her pelvis again. His eyes shot open as he stepped back, tripping over a discarded rock and falling back pulling Gwen along with him.

"Agh!" Ben shouted as the fall forced them to separate looking up at the giggling girl practically mounting him, the moon light gleamed down around her as the stars only accentuated her freckles, her giggling ceased when he reached up to drag his hand over her cheek slowly running through the short red hair that he'd grown to absolutely adore, "I love you, Gwen."

"Awe," Gwendolyn closed her eyes with a warm smile, tilting her head with a light blush, "I love you too, Ben."

…

Bellwood; New York; November 26th, 2011; 3:00PM

Ben absent mindedly played his Sumo Slammers Grand Slam video game on the TV in his room, laying against one of the bean bags that used to be in the garage; he flipped through the controls while still thinking deeply on what happened last night, from having to fight police officers to the intense rooftop make out. His character fell into a pit in the game, the words 'game over' flashing in bright neon colors as he dropped his head back against the bed; he had never taken things that far with Gwendolyn before and couldn't get it out of his head for some reason.

Even after a year and a half he had never even touched her chest without a layer of clothing between their skin before, and Gwen had certainly never touched him between his legs before; he shook his head and tried focusing back on the game, restarting the level altogether. It wasn't until his mother shouted out to him from downstairs, breaking his concentration and causing him to fall into the same virtual pit that he knew he couldn't escape these feelings, "Benjamin! Natalie and Frank are going to be here any minute, make sure your room is picked up for your cousin!" it always bothered him that his parents referred to everyone in his family by their first name except for Gwen, she was always his cousin, never anything else.

Ben tried not to think about it as he responded, "Sure thing, Sandy!" he cracked a smile as he moved to shut his door, hearing her shout back at him just as it closed.

"It's Saundra!"

He only chuckled as he turned back to face the room he hadn't given much thought to picking up as of the last few days; he popped the dial of his Omnitrix before slapping it quickly, emerging from the flash of light as the speedster alien XLR8, "This shouldn't take more than a nanosecond…" and he was right, in that miniscule time frame he turned his entire room into a black and white vortex of air emerging from the winds with a satisfied smirk.

His bed had been made, his clothes were either neatly folded or placed in the dirty laundry bin, his garbage was taken out and his desk was neatly organized; he slapped the symbol on his chest, exploding in an instant and dropping back onto his bed as a human. He sighed looking up at the ceiling fan slowly spinning from the funnel of air that had just consumed the entire room moments ago; suddenly, he couldn't take his mind off of Gwen's lips… the way her tongue took charge of their kiss at the end of the night, the way she seemed even more sexual than most guys he knew, and how she managed to seem adorable while doing it. Ben was starting to get dizzy from constantly shaking the wild thoughts from his head. He was lucky to hear the doorbell from downstairs interrupting his thoughts prompting him to stand up, approaching the door to open it as he heard his parents greet his Aunt and Uncle as they entered.

He only heard her voice briefly talk to them as she walked in waiting only until they became caught up in their own boring adult conversation as they always had before he could hear the dainty footsteps stomping up the stairs towards his room; Ben took a step back as she turned the handle, swinging the door open, and shutting it behind her leaning her back against the wood as she caught sight of him. Gwendolyn was wearing her favorite navy-blue blouse with a golden zipper running a few inches down the torso coupled with black leggings.

"Hey…" Ben muttered with a raised brow wondering what had her so worked-up as she glanced up at him and bit her lower lip; her mind was currently racing a thousand miles a minute because even though she managed to control herself while they were together yesterday but… she found herself impossibly aroused the entire night afterwards and the following morning, anticipating the moment where they would be alone again. With no crime to fight, no mystery to solve, and no drama to unravel; it would be just her and him, alone together but, how would she even initiate something so intense?

Gwendolyn realized she had been quiet for far too long, staring at him with a flustered expression and flushed cheeks; she cleared her throat and spoke up, "H-Hey…" she felt so stupid, maybe she was being too freaky? Maybe he hadn't thought about it a single time since last night? What if she pushed him away like this? She was far too used to being proud and confident in herself to know how to handle insecurities like these.

"So…" Ben muttered, rubbing the back of his neck as they stood in his bedroom, staring at one another with almost identical emerald eyes.

Gwen stood up straight, tucking her hands behind her back as she kicked an invisible rock at her feet, "So," she only hoped that he didn't notice her eyes drifting down to his lips and occasionally even his crotch. It was only a minute or two before Ben decided to pat his legs once, turning around to move towards the beanbags attempting to sit down in one of them. He didn't realize that Gwendolyn had finally snapped, walking across the room quickly and placing her hands on his shoulder, turning him around to face her.

"Ah, what?" Ben announced with a bit of confusion in his voice but, he didn't get much opportunity to speak before his lips were cut off with a familiar taste of strawberry and mints. She closed her eyes practically throwing herself at him again, only it was far more passionate than it was last night. Their lips interlocked in a union that could only be broken for air, taking a deep breath as she stuck her tongue back into his mouth, exploring every crevasse and nook that she could fit into, even flicking her tongue with his while she moaned lightly. Ben tripped back just like the night before only purposefully so that he could collapse onto his neatly made bed, what he wasn't expecting was for Gwendolyn to be so invested that she wrapped her legs around one of his impulsively starting a grinding motion.

He pulled back out of surprise, realizing that in only a few short seconds the blood would rush back in between his legs, feeling her smooth-leggings hump against his jeans was more than he expected so soon, "W-What are you doing?" he announced, looking down into her eyes as he noticed a sudden insatiable fire in her eyes, an expression he had only ever seen a woman make in the porno movies he found online. He had never been the type of guy to spend his early high-school years jerking off to porn but, that didn't mean he had never done it before, he was still a bit surprised to recognize the look of uncontrollable arousal in her eyes.

Gwendolyn curved another mischievous smile, licking her bottom lip and furrowing her brow a bit as she looked as though she had concocted some evil plan to use against him, which wasn't very far from the truth, pressing her lips up against his neck slowly, "Shh, just go with it…" feeling her tongue graze across the skin that led up his neck, slowly dragging it up to his ear.

"Y-Your parents are right downstairs though," Ben shuttered again as he felt the tent in his pants starting to rise, poking into her thigh; her hands ran down his chest before reaching under his shirt to run her fingers over his defined muscles.

Gwen winked in response, pulling his shirt up slowly to kiss his heated skin, slowly placing sweet subtle smooches down his abdomen to his pelvis, noticing his excitement caused her to pull back and sit up in front of him; still mounting his leg, "I know…" she whispered leaning down to press her lips against his, slowly caressing his bottom lip with her tongue before pulling away, "I just really wanna show you how thankful I am, that's what tonight is all about, right?" her voice also sounded a bit different, like she was begging for something, craving something that only he could give her.

"W-Wow," Ben gulped as her hips swayed again, grinding against the boner that grew beneath the hem of his jeans; he couldn't believe how lewd she was being, maybe she had waited long enough for him to make the first move and decided to act? "I know what I'm thankful for…" he mumbled as she smiled down at him, blushing as a thought came to her head, something she had never done for a person before.

He watched Gwendolyn bite her bottom lip in apprehension, hesitating as she reached for the hem of her blouse, clutching it tightly for a second as he felt like he knew what she was going to do next only, didn't believe she would go through with it. To his surprise, Gwen went through with it, pulling her shirt over her head as her bangs were pulled up and fell back over her eyes, she blushed intensely as she sat in front of him wearing nothing to cover her breasts but a light-blue lacey bra.

"Don't just stare…" Gwen turned her head away keeping her arm wrapped across her chest, her facing flustering into a bright red shade, "Say something…" she lowered her hands to her side so he could see the small bulges pointing out in her C-cups where her nipples poked through.

Instead of saying anything, Ben placed his hands on either side of her hips causing her to jump a bit at the touch of his cold hands, or cold in comparison to the heat radiating from her skin; his touch sent goosebumps over her body as he ran his hands upwards across her stomach, grabbing her chest in his palms, squeezing only a bit. Still, even the slightest bit of pressure forced a light moan from her lips, the squeak was so adorable that he couldn't help but lean upwards to kiss her chest above the bra. Leading himself up her neck as she arched her back a bit, leaning her head back looking upwards as he licked her outstretched neck gently.

"Fuck, Ben…" Gwendolyn whispered louder than she expected to, suddenly finding her hands moving across her body and reaching up to unhook the bra from behind her back, moving without her instruction, her body reacting totally out of her control. The heat of the moment swelled as before she even realized what was happening, she was tossing her bra to the floor behind them.

Ben took his lips from her neck as she slowly adjusted herself to glance back down at him, noticing that he was staring forward at her breasts, his eyes glowing brightly as the emerald neon light symbolized the growing arousal boiling beneath the surface. He took one of her nipples into his mouth slowly, pressing his lips up against it first and noticing how warm it was in his mouth; he felt himself twitch again as he became fully erect from hearing her moan with a growing pleasure. Gwendolyn once again felt herself moving without even thinking, like her arousal could lead the way and it only felt better as she placed her hand against the bulge in his pants. She felt herself growing damp in between her legs, a jolt of arousal surging through her as she felt his member jump twitch in his underwear.

Ben licked around her areola slowly before kissing the creamy skin surrounding it, slightly paler than the rest of her body likely from lack of exposure, it was still smooth to the touch as he dragged his tongue across it. Gwendolyn grinned uncontrollably feeling a tickle as he kissed and licked between her tits, she couldn't believe they had spent over a year together without trying this. She reached down to cup the sides of his cheeks, pulling his face up to look into her eyes, filled with love and passion reflecting the emerald light from his own pupils back at him.

"Kiss me, doofus…" Pulling his lips towards her caused them to topple over onto their sides, cuddling and caressing one another as their tongues intertwined and as though time had sopped right there, with their bodies pressed against each other's, lying half naked in his bed, glued to one another. As if no one else existed and there was no risk of her parents watching the show from behind their curtains.

Though that wasn't entirely the case, as they suddenly heard a few footsteps walking up the stairs, snapping them out of it as Gwen came to her senses. How could she let herself get so caught up in the nearly irresistible arousal when their family was right outside? Even though she knew the entire time what she was doing, she felt out of place in way as she stumbled out of his bed toppling to her stomach just barely out of sight from the door.

Ben looked over the ledge at her as she laid on her back topless, sensing the aura of the parent that approached his door, he chuckled at her a bit but, before he could say anything his mother opened the door, "Hey… where did your cousin go?" peaking her head in and looking around, she thankfully didn't notice the blue blouse lying loosely on his desk chair.

He only took a brief second to consider his options, "T-The bathroom, I think…" he quickly spoke up as Saundra simply raised her brows and shrugged, she swore the bathroom was empty when she passed earlier but, maybe she was mistaken?

"Maybe she went to the guest bathroom downstairs, if you see her tell her we're going to carve the turkey soon," Saundra closed the door and walked away, back down the stairs and into her small dinner party.

Gwendolyn huffed, sitting up almost forgetting entirely about her top for a moment, taking a deep breath thinking of how close she was to getting caught… it was almost a bit thrilling as she felt the familiar goosebumps run over her chest, realizing that she was still topless. Ben couldn't help but stare, watching with a warm smile as she covered her nipples with her arm and stood up grabbing the blouse off his desk chair. "How many times have I told you not to stare like that," she finished with a giggle, throwing the top over her chest as her head and arms slide through it.

"A bunch but, I cant help it when you look that good…" Ben explained as he picked up her bra, handing it to her as she realized she'd totally forgotten to put it on first. She snatched it out of his hand with scowl but, still smiling as she tossed it behind her, "That's more I like it," he said confidently.

"Shut up, doofus," Gwen only wore the bra for him in the first place, and even though they were almost sixteen, their parents never thought twice about her not wearing one around family; though she usually wore a more comfortable plain bra, her breasts were getting a bit too big for it. "So…" she spoke up hesitantly, "Have you figured out what your thankful for?"

Ben noticed the light blush rising into her cheeks as she glanced away, tapping her index fingers together nervously; this prompted him to smile as he grabbed her hands and yanked her back onto the bed, melting his lips over hers as her eyes fluttered shut in the moment, "Yea… I have…" he muttered after pulling his lips back only to press his forehead against hers gently, "It's you, dweeb."