Charmed

After returning to their regular lives from their run as fugitives, Ben and Gwen found that their parents had been led to believe somehow that they were both checked out of school by their Grandfather for a long weekend of fun at a resort in New York City to make up for all of the missed holidays; at first, they were only 'on a trip with their Grandpa' but, when he returned the retired Plumber couldn't find a reason not to make himself look a little good. Both of them were more than willing to go along with it so long as Max didn't bring up any of what he might've seen on the Rustbucket and at the base during those few days. Gwen's parents really laid into him for picking her up from school early but, no matter how they ridiculed or shamed him he never once mentioned that she had never gone to school that day in the first place. He easily could have, which would mean telling them that he found Ben showering in their bathroom when he came to pick her up, after staying the night with her…

Gwen appreciated his silence by giving him a big hug and making him promise to see them more often before he left, she wasn't entirely sure but, she could feel his emotions and part of her felt like he knew exactly what was going on between the two but, understood completely. It was an odd sensation to read someone's emotions so, she hadn't completely mastered the art yet and couldn't be very sure of anything.

After only a week of getting settled back into their normal routines, the two were out again as a vigilante duo looking for crime to thwart in Bellwood and the nearby cities of New York, rendezvousing in the park between their two houses that Gwen had mentioned on their first night as heroes nearly every night; meeting up for clandestine hero work or training was pretty romantic, at least in her opinion. Their training had been going incredibly well even becoming quite fruitful as Gwen had been teaching Ben some extra martial-arts tips and tricks along with some Jiu-jitsu, no matter how many times they would get passionately distracted during their sparing sessions, they'd never done more than kiss. Along with that, she'd even managed to finally recreate the Pyrokinesis Charm after many failed attempts over the last several months. It was even more satisfying when Ben surprised her with a mind melting kiss on the lips immediately afterward to congratulate her appropriately; she was giddy finally sowing it into her sleeve, practically modeling it for him once she'd done so. Now she was only missing the Charms of Luck, Electrokinesis, and Resurrection; the last of which being the most dangerous and life threatening to recreate as it dabbled literally in the concept of death itself.

They used their wooded area to test out their new powers as Ben used his Big Chill form to counter her new talisman of fire, waging epic battles of hot and cold; they seemed to be evenly matched for the most part but, almost always ended their battles in uncontrollable laughter with one on top of the other in the snow. As far as Ben and Gwen's relationship went, over the last two or three weeks they only became closer to one another, calling and texting almost all the time and especially when they learned that Gwen was switching into Ben's high-school due to the district change when she moved into the city. After that, he was seriously considering asking Gwen to just be his girlfriend already but, it felt so much better not to think about titles and what it meant for them going forward. When they learned the news they acted mortified and disgusted just until their parents took their eyes away, quickly calling one another to talk about just how excited either was about the situation; being able to see each other multiple times every day was the best circumstance they could have hoped for. They knew they couldn't exactly show their affection for one another out in the open at school but, they would be able to talk and sit next to one another on the bus… just the thought of being able to hold his hand just out of sight while they talked on the bus-ride home made her heart skip a beat.

One night, Gwen decided to pry information from Ben as covertly as possible asking him about his ex-girlfriend, apparently an oriental girl named Julie, whom he dated in middle school for three months; she cleverly guided the conversation to a point where she could organically ask what exactly he liked about her. Other than being a cute girl who was interested in him, he said he thought short-haired girls were cute. This caused unrest later on as Gwen caught herself staring at the length of her hair in the mirror after showers and before school, pulling to see just how far passed her shoulders it had grown… nearly two inches. In just a year, her hair would be down to her lower back which was the exact opposite of what he claimed he found attractive in his ex.

Gwen was the top gymnast at her old school with a four-point-nine Grade Point Average, she tutored College students as a high-school Freshman during her free period, and spent her nights fighting crime with super-powers; she didn't need anyone's approval and couldn't care less about what the doofus thought of her hair… I mean, if he stopped being interested in her because of the length of her hairstyle it would obviously prove he wasn't that interested in the first place. Then again, a part of her wanted to make him happy, wanted to impress him, wanted to look cute for him and she already had a hairdresser's appointment during the first week of February. Caving to that feeling, she opted to get a pixie-cut with bangs leaving a little hair to grow out above the nape of her neck; the bangs over her eyes drew attention to her freckles which were slightly more visible with every passing day. With her hair shortened, it accentuated her double pierced left-ear as her growing hair had started to hide them; now it was more prominent.

Gwen was nervous when she first showed Ben her new hair style but, she'd never seen him smile so wide with that trademarked goofy smile; he spent the entire night telling her how amazing she looked, even while kicking bad-guy butt, and part of her knew that even while she pretended to be humble, its exactly what she was hoping would happen.

…

Rochester; New York; February 10th, 2010; 11:02PM

In an ally-way adjacent to two buildings, six men pulled into a trash-littered path in a large white van, each one wearing ski-masks and armed with assault rifles, acting like former soldiers; "Great, now how do we get in?" the man in the passenger seat opened his door with his weapon at his side. They all got out one by one keeping their exit covered, glancing at the dumpster they'd pulled up to and the building they were supposed to be robbing.

"Boss always has a plan," the hired man on the left responded as two of them pushed the large green dumpster out of the way with bags of trash toppling over, revealing a back-door to the building left unsecured aside from a basic lock, "Bingo."

"Get the door open, I wanna be in and out of there in four minutes," the largest of the group shouted in a whisper, as they hustled to the truck to grab tools; another of the men pulled out a large advanced energy-saw, probably alien technology, from the back that silently began cutting through the metal around the door with sparks glowing in the darkness.

All was going according to plan until they heard an echo of gibberish from above them, "Illuminatus!" Each one of them stopped as two sets of bright lights beamed out from the street, catching the men off guard, and blinding them, drawing all their attention down the alley toward the street.

"Cops?" One of them shouted aiming his rifle up at the lights as he narrowed his eyes, doing his best to see what was causing it.

"I don't see any lights," He looked for red and blue but, the light was an ordinary one, not even a set of head-lights but, as if someone placed a giant spot-light at the end of the alley; they all reacted as the largest man put his hand up, signaling them all to aim their rifles at the source of the lights and approach slowly. What they weren't expecting was a figure to leap down from above, silhouetted by the light and hidden by a bright blue mask and hood, the female figure came down on a man slamming her forearm down into his rifle, aiming the barrel faced down, and allowing her to grip the weapon with her other hand smacking him in the face with it and breaking his nose as he stumbled back.

"Who the hell?" The man cutting the door dropped the saw without hesitation and pulled out his side-arm to aim at her with military precision but she quickly forced it telekinetically from his hand through the air and into hers; she dismantled it like she'd seen Ben do once before, tossing the clip in one direction and turning quickly, pistol whipping him in the side of the head with the end of the handle.

Almost simultaneously, another figure with brown hair, hidden beneath a black mask that covered his nose and mouth, flew from the fire escape about ten feet above them, landing with a roll as he immediately jumped into action before being spotted; without restraint he kicked another man's kneecap out sending a sickening snap through the air with his follow up scream sounding like an alarm, "Kill them!" one of the others shouted.

They frantically moved to grab their individual smaller pieces from their belts and holsters for close quarters firearm combat; Ben quickly grabbed the wrist of the man who probably wouldn't be walking anytime soon as he reached for his holster, over powering him, twisting his wrist and pounding the side of his face with bare knuckles, once, twice, three times before kicking him in the chest, sending him into a pile of soggy cardboard boxes, unconscious.

Meanwhile, Gwen approached the next man from behind while he tried to get a good lock on Ben with his glock who was pounding on a man's head before kicking him into some boxes; suddenly, her eyes flashed bright blue and one of her three Charms lit up in the dark with a hum causing his gun to turn red hot in his hands with just a glare from her, burning him even through his gloves, "Agh!"

He shook his hand and removed his smoking glove for a moment as she casually waited for him to turn around and notice her, throwing a right hook which she ducked under followed by a left straight effortlessly weaved through and finally catching one of his punches only to embarrassingly knock him out by pounding his face once with his fist she'd caught, dropping him to the ground at her feet.

Ben turned quickly wearing his black and emerald hoodie which allowed him to blend into the darkness, a belt with little purpose other than to hold up the green cargo pants tucked neatly into his combat-boots, all perfect for fighting crime without bright flashing green-lights, using the Omnitrix on a needed basis only. The assailant had a knife and Gwen was going to step in but, Ben didn't seem to need it as he blocked a downward swing, that would have stabbed his chest, with his right forearm. Catching the man's wrist with one hand and punching him in the face with the other several times, stunning him as they struggled until he wrestled the knife away from him, pushing him up against their van with brute strength.

Gwen glanced at the weapon as it clattered to her feet before keeping her eyes on the fight, all of his anger and frustration came out at once as the fire in Ben's eyes sparked, gritting his teeth and grabbing the dazed man by his collar. He needed something to pull on so that every time he cracked the man's face with his fist it would impact with double the force, the driver's side windshield he had the man's head pinned against cracked with the criminals skull being forced through it after five consecutive punches, the hard way, "AH!" Ben shouted through the mask that barely covered his nose and mouth, punch after punch wasn't enough as it just felt good to let his stress out on someone who deserved it, shattering the windshield with a final punch as he went in for more; his last fist never made it though as Gwen had caught his arm with hers, giving him a concerned look with emerald pupils that doused the fire in his eyes immediately and without issue. He was instantly alerted to his surroundings again, almost as if coming out of a trance, he looked around allowing the man to slip down the side of the van, toppling over into the dirt as Ben stared down at his bludgeoned face, "That's enough, we should go…" He was frozen in place as all he could see was the blood smeared across his knuckles and hands, there was a ringing in his ears while he was totally fixated on the mans deformed face. He had shards of glass sticking out of his cheeks and large amounts of swelling under his eyes and around his lips, the mask was all but torn off.

Gwen glanced over and noticed him staring as she grabbed his hand, feeling safety and comfort snap him from his traumatic daze, "C'mon…" she muttered to him gently.

Ben shook his head and turned around, nodding, "R-Right," glancing once more to the man before popping the dial on his Omnitrix and slapping the face plate as they both fled in the wake of a green explosion.

…

Only less than half an hour later, they both sat side by side on the ledge of a rooftop that looked down on the streets below them; they both sucked from the straws of individual smoothies from a new joint that had opened near-by which Ben happened to fall in love with, "So," Gwen started after a few minutes of slurping in silence, "Are we going to talk about what just happened… or?" she put her hand down on top of his free one on the ledge they shared.

Ben rolled his eyes as he swirled his drink like it was a sophisticated wine tasting, "Only if you make us…" he muttered just as he did last time she tried to have a serious conversation about his addiction to combat; he guided the straw back to his mouth with his tongue without looking, rolling his eyes as he felt her glare from his peripheral.

"I saw the look in your eyes… the same one I saw when you pointed that gun at Deka, and when you were arguing with Grandpa… and when you had that guy point the gun at your head on Christmas Eve, it's scaring me Ben…" Gwen stirred her drink without looking away from it, squeezing his hand in hers with a concerned expression.

He took his lips away from the straw and set the drink down on the ledge, looking away from her at the street, a tad ashamed of himself, "Sometimes I get a little carried away, whatever, I just get caught up in the adrenaline I guess. What's the big deal?" He ended the sentence by pulling his hand away from hers to fold his arms, keeping his eyes on the street in the opposite direction.

"The big deal is you're being reckless, someone could get hurt or you could get… the bottom line is you don't someone's blood on your hands," Ben's expression softened when she said this because he knew she was right, he hated it when she was right, "More importantly though, I noticed that each and every time… I'm the one that snaps you out of it."

Ben's eyes widened as he gasped a bit, he'd already realized it himself but, hadn't planned to say anything until he was sure of it, "I dunno what you're talking about," he said quickly as his cheeks turned bright red; he wasn't expecting a soft hand to graze his shoulder slowly, catching his attention as he turned and noticed she was only a few inches away.

"You're adorable, you know that?" she paused as she watched him only get more aggravated, trying to shuffle away from her but, she just kept scooching closer teasingly, "Ya know, an English philosopher once said that you should never tame your demons but, you should always keep them on a leash just in case," He blinked at her looking into her emerald eyes as they sparkled, reflecting the gleaming city-street lights below, her lips curving into a mischievous smile, "I'm more than willing to be your leash, you dweeb," she grabbed his chin and squeezed it playfully, keeping his eyes locked on her but, his arms still folded.

"I'm a demon now, am I?" Ben chuckled looking down at a fire-truck passing through the streets below, "That hurts my feelings..." he said sarcastically as he gave her a sincerely warm smile, one that said all of the 'thank yous' she could ever personally want.

Her stare was one that could make him melt, as she followed it up by moving her hand down from his shoulder to his arm, slowly unwrapping them so she could glide her hand down his skin, over the Omnitrix which tracing the skin around gave him goosebumps, until she reached his hand again locking her fingers with his. Experiencing waves of calm and warmth, he realized that maybe she really was his tether to reality when he saw nothing but red. He felt safe with her and she reciprocated the feeling, she shifted her other hand up from his chin to where she was caressing the side of his cheek, "Promise me you'll try to control your anger?" he gave her his trademarked goofy grin only it was a bit more tame and his eyes were a tad lower as he reached out and placed his hand on hers still on his cheek.

"I promise," He said as their faces only got closer.

Gwen giggled as she leaned in with low devilish eyes, "My hero…" as they tilted their heads for a sweet kiss at the perfect angle, soft lips brushed up against one another gently at first but, slowly getting deeper as she moved her arms to wrap totally around his neck pulling him in, their lips locked and unlocked and locked again which was par for the course until Ben instinctively moved to bite her lower lip gently, tugging on it ever so slightly which let out an involuntary moan on her part. Gwen pulled away suddenly as an odd sensation flushed through her, turning her completely red and covering her mouth, she'd never made that noise before. Especially not while being given a similar butterfly feeling to the one she was used to experiencing during their kisses only, in a lower part of her body.

"Did I bite too hard? I don't even really know why I did that," Ben chuckled nervously, rubbing the back of his neck with his hand as he noticed Gwen folded her legs and turned bright red all over, "I'm sorry?"

"N-No… it felt fine… nice actually," she muttered the last part, biting down on her own lower lip for a second to mimic the sensation but, it wasn't even close to the same, "I guess I just got excited…"

Ben raised his brow at her and grabbed his smoothie, swinging his legs off the ledge and back over the roof so he could hop back down onto the gravel, "If you say so!" He took a sip with one hand and held his hand out to help her down which she apprehensively took.

Meanwhile, on a roof-top adjacent to theirs, a lone sixteen-year-old girl stood hundreds of feet away out of their sight but, still looking down on them; she was a tall, busty girl with long silver hair tied into a pony-tail that hung down passed her hips, sporting a pointed witches hat on top. Her long purple trench coat covered her long-sleeved black crop-top and brown pants equally as she summoned a puff of pink sparkling smoke in the palm of her hands. The smoke revealed an image playing on loop the last thing she'd seen, which was of Ben and Gwen sharing a passionate kiss on a high-rise rooftop, "So, Gwendolyn Tennyson has a taboo secret, does she?" Charmcaster giggled as she crushed the image and dispersed the smoke in her hands.

She pulled from her belt one of many different pouches only this one had gnarly buttons and items sown into it in the shape of a face, unzipping its mouth, she reached her entire arm inside to pull out a five-foot-five long staff with the skull of an ancient bird embedded at the end, "I think I know exactly how to get revenge on that brat for sending me to jail and stealing my spell-book!" her giggles turned into a cackle as she stomped the end of the staff on the ground, vanishing in an explosion of pink glittery fog.

…

Bellwood; New York; February 11th, 2010; 7:35AM

Ben waited at the bus-stop just as his dweeb had reminded him a thousand times to do so over text; he'd already gotten to school but, waited between the sidewalk that connected the student-drop off lane to the bus lane. He knew her Mom would be driving her to school on the first day so, there was a long line of students in cars to wait for as he played with his phone for a few minutes. Gwen was too nervous to walk around the school for the first time by herself so, Ben offered to escort her around and walk her to her classes.

It was only another ten minutes before he saw a car he recognized turn the corner, Gwen stepped out as his Aunt Natalie waved at him from the driver's seat before slowly cruising away; she approached and hugged him tightly, as he blushed he also wrapped his arms around her waist. She dug her face into his neck for just a second and whispered into his ear as she backed away, "I missed you…"

She took a step back as Ben turned bright red, rubbing the back of his neck out of habit, "I missed you too, red," he said as he ran a hand through her head of hair just to tease her, they both instinctually started walking toward the entrance to the school as they talked.

"Is that my new nickname, Red? Just because my hair isn't bright orange like when I was ten?" Gwen giggled and elbowed him in the side lightly, her hair had darkened in the last half decade now resembling more of a light auburn shade.

Ben chuckled, opening the main door for her as they entered a hall filled with students lining the walls; sitting, reading, finishing assignments, eating a quick breakfast, or just generally mingling. Her last school was both a middle school and a private one at that making this experience all the more unfamiliar for her but, she felt his presence next to her as he guided her through the hall and it calmed her nerves a bit. The chatter was as loud as usual so, he answered a bit louder, "I can't exactly call you a dweeb forever, can I?"

She looked away with a sarcastic finger on her chin, "I don't see why you can't…" she continued her sentence but, Ben wasn't listening. He was walking by a classroom where the teacher was doing paper work with the TV on in the background, it caught his attention because it wasn't a local news outlet and they were reporting on something they shouldn't have been, "-Unknown what the source of the blast was but some officials have hinted at a natural-gas leak which could have ignited the explosion leveling the Farmers Hatchery Brand processing plant in Santa Mira," the man speaking was neatly dressed and had his hands folded on his desk next to his female co-anchor who took the reins on the story, "That's right, Tom, the explosion was reportedly felt nearly a hundred miles away and caused an initial quake of a four-point-two magnitude on the Richter-scale just a few weeks ago in the early hours of the morning."

Ben took a step forward and away from Gwen who didn't notice that he'd been distracted yet as she kept walking; he lowered his book to his side, putting a hand on the door-frame and staring up at the TV to get a better look at the footage of the burning blue fires being eventually put out, along with extensive footage of the miniscule damage the quake did to the nearby town, "It was a miracle that only a few people were reported injured due to the resulting quake from this blast; according to the official reports there were no human casualties in this freak farm-explosion," this caused him to look back down to his wrist, even without pulling the sleeve back, he could see a thin emerald light shining through from a fully charged Omnitrix. He gave a deep exhale and tried not to think about what he'd done, what the three of them had done; the logical part of him shouted in his ear that he only did what he had to do, what was necessary but, another part only felt sick to his stomach when he thought about it. In fact, he almost started to feel a knot forming in his stomach when something from behind him startled him senseless.

"Boo!" Gwen shouted from behind him causing him to drop his book on the floor with a loud clap, "What're you watching…?" she didn't finish her question entirely as she noticed the news report on screen of the incident in Santa Mira.

Ben stood up dusting his text book off as he clasped it in one hand and faced her, "Nothing, I just got distracted…" he walked away as Gwen took a glance back at what was playing on the TV before jogging for a second to catch up with him, walking side by side through the hall.

"Hey, don't let that stuff get to you," She insisted looking away with a light blush, trying to whisper as best as possible not that anyone around was paying attention, "Focus on what you and I are going to do for Valentine's Day… maybe…" she touched her two index fingers together while asking, not knowing what to expect from him.

"I dunno, I haven't asked anyone to be my Valentine yet…" he chided sarcastically, shrugging at her with a grin. Gwen didn't hesitate to punch him in the arm, with a smile but, not without enough force to leave a bruise.

"Not funny, Tennyson."

"Relax, I've got it all covered…" Ben rubbed his arm and gave her a certain look, one she rarely saw him give anyone ever, a confident smile that told her he knew she was going to like whatever he had planned, "It's a surprise though," he leaned in close to whisper into her ear.

Gwen's heart skipped a beat as his breath gliding over her ear sent a shiver down her back and her cheeks became even brighter red, "O-Okay…" she wanted to leap into his arms and press her lips against his face over and over for the rest of the day just for being so damned charming but, she obviously opted for a totally plutonic hug. They did still have the same last name and they were both Freshman giving people four years to put two and two together if they weren't clever so, they kept a consistent distance from each other around the horde of other students in the school.

As they separated, two kids walked past them, one tall with a bit of muscle and the other a shorter bulky kid, scowling at Ben as Gwen only recognized them from the way they bullied her doofus during the Baseball game when they saved the former President; Cash and J.T seemed to recognize her but, didn't say a word as they kept walking, which would have been totally normal if she didn't sense waves of fear and apprehension coming off of them in drafts when they made eye contact with Ben.

She raised her brow and looked back at Ben, putting her hands behind her back, "What was that about?"

He only acted confused, looking at their backs to avoid eye contact with her, "What was what?"

Gwen folded her arms, shifting her hips in a judgmental stance, "I thought they made your life miserable but, they seemed scared of you…"

"I have no idea what you're talking about," Ben changed the subject by snatching the schedule she was still clutching out of her hands, "Let's see here, we don't have any classes together but, that's only because you're taking honors in every subject… my smartest dweeb," he pinched her cheek patronizingly as she giggled and slapped his hand away.

With that compliment, she let him off the hook for now, commenting on what he said with sarcastic chide, "Naturally, doofus," they started walking again as Gwen couldn't help but, wonder what had happened that he wasn't telling her.

Ben looked over Gwen's schedule and eagerly walked her to her appropriate class, agreeing to show her to her other classes afterwards as they could meet up in the halls and talk for the five or six minutes between respective classes; she found herself tapping her pencil and staring at the clock in anticipation, waiting for the bell to let her out even as she took notes and excelled in every subject she was placed in. They unfortunately had separate lunches being in different class periods that aligned them in an A-B lunch scheduling system, but that didn't stop Ben from 'going to the bathroom' just to stop by her table to say hi to her and the few friends she'd made in her first few classes.

As the bell rung for the last class of the day, Gwen folded up her notebook and put away her pencils and highlighters as she stood with her shoulder bag in hand; turning toward the exit she was stopped by two perky blonde girls, "Hi! You're Gwendolyn, right? Ben Tennyson's cousin?" they didn't seem mean or malicious in any way and neither did their tone, so she didn't really hesitate to nod slowly.

"Yea? Who's asking…?" Gwen walked around them slowly since she was supposed to meet with Ben and walk home, prepared for a training session after-school but, they followed behind her quickly with a mission.

"My name is Jennifer," the first blonde introduced herself, having longer perfectly kept hair tied into a long pony-tail, wearing jeans and an expensive blouse with even more expensive shoes; in fact, they both had clothes that seemed far too expensive to wear to school of all places, "This is my friend who has a question to ask, this…" she pulled on the wrist of the shorter girl standing behind her, putting her front and center in front of Gwen, "Is Michelle…" the blonde with much shorter hair and a red bandana waved nervously.

"Jen, I told you that you don't constantly have to play cupid-" Michelle tried to insist but, Jennifer practically forced her to stay when she tried to turn around by tickling her slightly, they giggled as Michelle blushed and cleared her throat to talk to Gwen who simply left her brow raised in confusion with a hand on her hip as she looked at the clock in the class adjacent to them.

"Look, I gotta go… it was nice meeting you guys but," Gwen turned to open the doors to the stairwell when Michelle spoke up stopping her once again.

"Wait! I just wanted to ask you something, about your cousin… I hope its not weird," Michelle took a step forward as Gwen let the door close and folded her arms, waiting for an explanation as to why she was bringing him up, "I just wanted to know if Ben was dating anybody… you're his cousin so you should know, right?"

Gwen was floored by the question, she had no idea how to answer but, for some odd reason her mouth moved for her in the moment, saying exactly the opposite of how she felt, "N-No, I don't think he has a girlfriend or anything," which technically was true considering they hadn't put a title on their own relationship, technically neither was committed in that sense but, part of her wanted to say yes just so they wouldn't bother talking to her doofus.

Jennifer screeched behind her in giddy excitement, pulling out her phone as quickly as possible, "O-M-G, I'm totally texting him right now!" Gwen backed away nervously as Michelle shouted, "Don't!" and almost tackled her friend backwards; before leaving she had a curious thought and turned around interrupting their bickering.

"Hey, can I ask you guys something then?" She directed her question at them both but, Jennifer answered after giving Michelle a quick glance and a shrug.

"Sure, what's up?"

Gwen hesitated for a second before asking but, decided to anyways, "Ben usually gets bullied by Cash and J.T. doesn't he?"

Jennifer blinked a few times in confusion, "Not since the three of them got suspended last semester…" Michelle chuckled as Gwen just raised a brow, "What he didn't tell you?"

"Tell me what?"

Michelle took a less crude approach and just gave Gwen the answer she was looking for, taking a step forwards, "Around December last year, Ben got caught pounding Cash's face in the gym, apparently J.T broke his ankle too but won't tell anybody how… ever since, they just give him weird glares without saying a word," Gwen looked away, narrowing her eyes at the ground, why didn't he tell her about any of this? She was glad he at least held the restraint to not use the watch but, that might've been a bit worse if he took a thrill in beating people senseless while not as an alien hero.

She opened the door and let it shut behind her before either of them could trap her in another conversation, Michelle spotted Jennifer texting on her phone and shouted, lunging to grab it back, giving her the opportunity to escape. Gwen didn't know why but, she suddenly hated them both with an unjustified fury, especially Michelle, she somewhat knew how to handle jealousy but, Kai was the perfect example of the opposite being true. Was she totally crazy for being jealous of some random girls wanting to ask out her doofus?

A pit in her stomach formed as when she approached the bus-loop, she noticed Ben waiting for her… on his phone… texting; had they texted him about Michelle practically drooling over him, had she already asked him out? What if he said yes? why did she hate them so much?

"Hey!" He shouted to her on sight, shutting his phone and putting it in his pocket, prompting a smile as suddenly she realized that if they were texting him, he clearly cared more about her than he did about them. Ben embraced her with his arms wrapped around her waist tight but, as people passed they quickly separated, "How was day one?"

Gwen pulled out a journal that fit in the palm of her hand, "My schedule looks pretty good, I'm taking my SATs later this month so I'm taking free period to study for the next two weeks," she scribbled into her tiny purple notebook as she finally noticed him staring at her from the corner of her eyes.

"What are you staring at me like that for?" She finally noted in a coy manner, pocketing the journal, and dropping her pen back into her bag, "I told you not when people are around," she giggled a bit but, he was still a tad nervous for some reason.

Ben's cheeks turned uncharacteristically red, they hadn't done anything or said anything to each other to spur a moment that would make him blush; she raised a brow as he stuttered, "N-Nothing, you… you just look good is all…"

"Are you sure?" Gwen raised her brow, "You know you can tell me anything right?"

Ben and Gwen started walking down a sidewalk that led away from the school, lined with shrubbery and growth, "I wanted to tell you something earlier but, I chickened out… its about Cash and J.T… I didn't want you to be disappointed in me."

Her face turned red as she smiled, he told her the truth on his own, she couldn't have asked for a more faithful guy to crush on, as painful as it was to admit to herself at this point, "Oh, yea? What happened… I heard you got suspended."

He kicked a rock from the sidewalk into the street, giving a long sigh, "It's stupid… but, they were bullying me as usual and Grandpa always told me that what I learned from Tetrax was self-defense only, never to start a fight unless I need to but-"

"But, what?" Gwen asked, putting a hand on his arm.

Ben rolled his eyes and rubbed the back of his neck, "They were picking on me and they took my phone to read my texts, they saw some of our… flirts… they started calling you… us names…" he took a deep breath and felt the sensation of her skin touching his and calmed down, "So, I saw red and broke Cash's nose… before I cracked navicular-bone under his ankle, he tells everyone it was just a sprained ankle but…" his eyes stared down in shame at the side walk as they continued to stroll through the street, approaching a crosswalk.

"Did they tell anyone?" Gwen asked, as she felt a bit uncomfortable knowing that creeps like those read the embarrassing cutsie things she would call him, and compliment him about, she'd even referred to him as 'babe' once or twice over text.

Ben closed his eyes in deep shame, "I already had J.T on the ground, when I broke his ankle, I did it while warning them both not to say a word, or I would come back for more…" He sighed and lowered his eyes with a softened expression, "I told you I haven't felt very heroic lately."

Gwen sighed, locking her arm with his nonchalantly, "Well, you'll always be my hero, Ben…" she rubbed his chest with her free hand, "Always…"

Ben chuckled with a goofy smile, she always knew how to make him smile… looking around, noticing they were relatively alone aside for the random passing car so, he scooped her up by the waist and under the knees as she squealed happily and held on around his neck. Ducking behind a thicket of long bushes, all that could be seen was a bright explosion of green energy and a black and white blur dashing out leaving a gust of wind in its wake.

Gwen clutched him close, even his reptilian body felt so strong and warm, placing her ear against his chest; the triple beat of his Kineceleran heart was just as soothing as any of his other alien hearts, the longer she spent with him the more she saw Ben in each of his dozens of faces and bodies. They traveled forty-five miles into a forest where the raw friction created by his speed sent dirt into the air behind him, as she was placed down gently, she looked up to notice that XLR8 had gotten the same make-over that his other aliens were displaying. He was taller and the blue on his skin was now white, his tail longer, and he was clearly much faster as he made the trek from school in less than a single second.

A flash of bright green light exploded leaving Ben in its wake, as he stepped out to face her, he looked down at his Omnitrix shining light into his eyes, "Was it just me or was XLR8 much faster than he usually is…"

Gwen just had to nerd out as she fixed her hair and clothes, "Wow, you aren't just faster… you just traveled, like, forty miles in under a second that's over two-hundred-and-eighty-eight-thousand miles-per-hour, over three-hundred times faster than any man made vehicle ever created…" She chuckled as she reached for his wrist, pulling him closer to her in her nerdy excitement which he couldn't help but find endearing, "I think all of your aliens are getting stronger and faster, if you ask me," Ben's eyes lowered a bit as she'd pulled him close enough for their noses to almost graze one another.

"Are you ready to test that theory?" Ben challenged with a smile.

Gwen pulled away, pulling her sleeve out from her purse-bag before dropping it in the dirt and sliding the Kevlar over her arm, each Charm individually glowing as it sensed its masters presence; "I was born ready, doofus…"

Ben's Omnitrix dial popped up for him with its signature hum but, he never took his eyes off hers for a moment even though she'd backed up a step or two, "Let's see who the real master of heat is around here?" He looked down and twisted the dial three or four times before giving her a devious grin and slapping down the faceplate. The resulting explosion of light was too familiar to her to blind her so, she was perfectly on guard when Heatblast stepped through the light with a broader chest and a bulkier body; two volcanic reactors pultruding from his shoulders.

Gwen used her telekinesis to float backwards into the air, putting distance between them as her hands started to glow bright blue, "Sonum Ignis!" she clapped her palms together emitting a focused beam of heat which was a spell she already knew but, now super-charged by the Charm of Pyrokinesis.

Heatblast's shoulders exploded with fire as a high-pitched wine sounded through the air during his attack, matching her blast with a wave of fire of his own; using one hand at first until she began to over power him, throwing both hands up increased the intensity of the flames but, Gwen's blast managed to push through hitting Heatblast square in the chest. Being made of sentient fire and volcanic rock, the blast only pushing him back on his heels as it could do no damage to his body by nature.

The Pyronite formed orbs of flame in each of his hands, launching them at her as Gwen floated back a bit with a confident smile, having trained to control her telekinetic charm to a degree that almost simulated flight, she dodged between each and every blast, "Is that all you got, dweeb?"

"How about this!" Heatblast shouted as he regained his composure, placing his hands out in front of him he channeled a wave of heat that formed a flaming barrier around him, practically daring her to attack his defensive position.

Still floating above him, she raised a single hand with a smile, "Kemo Char!" firing individual blasts of concussive force down at him, they simply bounced off of his flaming shield which he pretended was easy to hold up, taunting her with a blazing tongue out, "Fine, try this then! Interdamoto Ilaborator!" Another fire-based attack formed around her hands, this time both hands shun with a yellow glow before firing another more powerful beam of heat… exactly what Ben was waiting for.

As the beam slammed into his defense, Heatblast used his more proficient Pyrokinetic abilities to absorb and redirect her blast of heat into an intense beam of fire, increasing it two-fold and sending it back up at her. She managed to form a blue energy barrier at the last second but, the force of the blast bouncing off her shield knocked her out of the air with a shout as she fell fifteen or twenty feet onto her back.

"Gwen!" Heatblast shouted with concern, slapping his chest as a flash of green light consumed him, leaving Ben to sprint over to her in his human form, groaning as she tried to roll over and failed with an added grunt.

Ben got to her side and knelt down onto his knees, holding one of her hands, "Are you okay? I-I'm so sorry…"

Suddenly, her eyes snapped open and she quickly tightened her grip, taking his other hand and, pushing him over to mount his hips in the dirt; "And that's how you perform the proper fake-out, I win… again…" she chided as she looked down on him.

Ben chuckled, realizing that she was faking, "I should've known that fall couldn't hurt you with the Keystone active…" he pulled and tried to move or reach up but, she tightened her grip on his wrists and kept him pinned by either wrist, "You win…"; it wasn't long before they realized how close they were to each other, both of their cheeks heated up as their lips only grew closer unti….

"Actually," A female voice announced from behind them, stepping into sight impossibly from behind a tree, hiding behind a thin foot-long trunk, showing herself as Charmcaster using illusionary magic to hide in the forestry the entire time, she was easy to recognize with her long silver hair, "I win!" she clapped her hands and sent a shockwave out that knocked them both off their hands and knees, tumbling into the dirt in a less fun way.

Gwen pushed Ben off of her as he toppled over comedically, "C-Charmcaster?!" Gwen shouted in a confused manner focused on her old arch-nemesis, looking up and holding her head as she tried to stand, "I thought you were-"

Before she could finish her sentence, Charmcaster stomped the Staff of Ages down on the ground shaking the trees and ground with magical energy, "Rotting in a damned prison cell?!" sparks of pink lightning cackled around her like an aura when her anger spiked but, she quickly took a breath to settle it.

"Well… yea!" Ben finally shouted standing up himself as he dusted off his black and emerald hoodie, looking over his clothes, "You realize stains like these don't come off, don't you?" Gwen was almost surprised to hear him care so much about his clothes, he never used to.

"You can use lemon to get out dirt stains, dab don't rub…" Gwen noted, putting a hand on his shoulder and looking over the stain, "It should be fine…"

"Shut up!" Charmcaster shouted back at them, an echo projected her voice like a shockwave, scaring birds out of their nests for miles, "I know about your little secret, you two are hooking up on the side… I wonder what the rest of your families and friends would think of such incestual disrespect," Charmcaster glanced over her black manicure, sharp finger-nails that could cut through glass, giving them both intimidating glares.

This witch always infuriated her, "We aren't going to be blackmailed!" Gwen shouted back as all three of her Charms lit up, her blue aura shrouding her hands and eyes in mystical energy; Ben popped the dial on his Omnitrix but, didn't reach for the faceplate just yet, waiting for the right moment to transform.

Charmcaster held a hand over her heart, looking offended as she tossed a strand of long silver hair over her shoulder, "Blackmail?! No! That's low, I'm hurt that you have such a negative opinion of me! I support your relationship with Ben completely," she announced as behind her back, she held one of her many pouches with unknown supernatural properties within each, her smile was mischievous.

"Well… we aren't exactly in one just yet," Gwen interrupted tapped her two index fingers before shaking her head and trying ignore the flustered crimson shooting up her cheeks, "But, our lives should hardly matter… you could be robbing banks or collecting mystical items anywhere in the world, why are you here?!"

Charmcaster closed her eyes with a bit of frustration, pointing directly at Gwen, "Look, I just want to make Lucky Girl's life absolutely miserable, for locking me up and stealing my spellbook, and part of doing that…" with just a gesture, she lifted Ben off of his feet with some sort of telekinetic force, he tried slapping his watch but, as she pulled him through the air, she reached out and grabbed his left-arm, keeping him from using the watch just yet.

"H-Hey! Put me down, psycho witch!" Ben shouted, struggling to pull his hand free in mid-air but, his floating kicks couldn't reach her and while floating with no gravity, he had no traction to even attempt an escape, simply pulling on her grip on his arm to no avail.

"Put him down, Charmcaster!" Gwen shouted as she took a step forward and aimed her palms directly for the witch's arm, to sever her from clutching her doofus, "Meena Goh!"Her Pyrokinetic Charm expelled a blast of heat which Charmcaster used another sort of telekinetic force to redirect it into a nearby tree exploding in flames that quickly died down, splitting it as it toppled to the ground behind her.

"Herba Vites!" She aimed her gesture for the ground at Gwen's feet, summoning large roots and vines to restrain her, binding her by the wrists and ankles; even as she pulled with all of her strength, she felt powerless for a moment, almost panicking.

Charmcaster scoffed, "Seriously? Even with the Charms you've recreated that's still the best you can do? What a novice!" she pulled out the pouch and used a bit of magic to undo its tied knot, as the linen fell apart it revealed a pink pile of sparkling dust in the palm of her hand. She didn't waste a second to gesture Ben to float closer as she pursed her lips and exhaled with a long sweet breath blowing the contents of the pouch into Ben's face; Gwen watched but, felt too afraid to do anything to free herself as he was finally dropped to his feet, coughing for a few seconds as he pounded on his chest but, slowly caught his breath without moving.

"How do you feel, Ben?" Charmcaster asked with a coy grin, watching as he stood up slowly but, wasn't facing Gwen so the results of whatever concoction he was exposed to weren't clear to her yet, "Oops, he can't answer," Caster approached and put her hands on his shoulders, turning him around to show the sorceress the pink energy clearly clouding the whites in his eyes and an otherwise blank expression of trance on his face.

Charmcaster chuckled a bit, "Isn't it funny? Look…" she waved a hand in front of his face but, his eyes blankly stared ahead without noticing her hand at all, "It's like he's not even there; I could do with my new slave whatever I want…"

"Whatever you… want," Ben muttered under his breath as Charmcaster pinched one of his cheeks.

Giggling to herself, "That's right you will…"

"Atherfo!" suddenly the vines that trapped her sprouted sunflowers, each one detaching from and floating around her, spinning at impossible speeds until they became razor sharp, six to eight of the flowers flew passed her shredding the vines for her; Charmcaster started to giggle as Gwen took a step forward now free, her hands still glowing and her expression only becoming more furious with every second she even talked to her doofus; "If you hurt him I swear I'll-"

"Hurt him? Again, you're breaking my heart Gwenny… I don't want to hurt him… I want to hurt you," Charmcaster pulled on Ben's chin and looked him in the eyes, noticing his hypnotized state, she giggled, "He is pretty cute, though I've never been into younger guys but there is a first time for everything… kiss me now," she commanded with a snap of her fingers as he acted in accordance with her command and without a word of protest.

Ben didn't hesitate to grab the silver-haired beauty by either side of her face, pulling her black-lipsticked lips onto his own as they both closed their eyes and he melted into the kiss as he was ordered to do; Gwen tightened her fist at her sides as her eyes watered a bit at the same time, the same knot feeling in her gut of hatred and envy returned bubbling beneath the surface just as it had when Michelle considered asking Ben out earlier only, this was much worse. She watched as Charmcaster stuck her tongue into his mouth, passionately exploring the unexplored before pulling away.

"Mmm, that tasted… satisfying," Charmcaster let go of Ben and focused on the expression on Gwen's face with a raised brow, the look of defeat was delectable for the vengeance hungry witch, "What's wrong, he's just your cousin, all I did was give him a little kiss and you look like you're about to explode."

"W-Why would you do that…" Gwen shouted in a confused stutter, her face as red as a tomato, a tear starting to drop down her right eye, "Snap him out of it! Now!" she shouted with tears streaming freely.

"Ya know," Charmcaster gently caressed Ben's throat with her sharp fingernails slowly, nails that could easily slit his throat, grabbing his throat seductively and kissing his lips once again quickly this time, "The plan was to make him fall in love with me and then make you constantly jealous but, I think I'm going to go with the easier route instead… where I use him to kill you too, Kalecky Erupt!" from the mouth of the birds skull attached to the Staff of Ages, shot a blast of molten fire at her feet, forcing Gwen to jump back on the defensive, focusing on a spell to protect her while a green explosion went off next to Charmcaster.

"Transform and attack her!" Charmcaster shouted degradingly at Ben, who complied and slapped his prepped Omnitrix to transform in an explosion of green energy. Blitzwolfer leaped from behind the witch, landing behind Gwen before she could turn around, grabbing her arms with his sharp claws, "Ben, you have to snap out of it!" she struggled but, his furry grip was far too strong for her to break, even with the Keystone amping her, she was almost totally helpless. Any way she could use to get out of this hold would severely injure Ben and she couldn't risk doing that.

Charmcaster chuckled as Blitzwolfer released one of her hands in favor of tossing her overhead and into a tree, instead of bright neon-green eyes, the wolf-like alien turned flashing bright hot-pink eyes clearly still charmed by her spell-bound enchantment. She cackled from behind them like a true witch as he extended his claws, growling angrily on approach like a wild animal, "Sick her, boy!" Caster pointed at the red head.

Gwen held her head as she regained her equilibrium, holding her hands up and backing into the tree again, realizing she was cornered by the approaching Blitzwolfer growling; she could run into the trees, escape to find help but, if she did that not only would Charmcaster have a super-powered boy-toy to wreak havoc with but, she'd also be alone with her doofus.

"C'mon, Ben, I know you don't want to hurt me…" she pleaded as Blitzwolfer was on all fours, stalking closer to his prey, showing his teeth in anger, "Wait a minute, you don't want to hurt me, I sure hope this works…" Gwen took a small risk stepping forward, reaching her hand out as the growling continued he didn't attack but, just sniffed her hand until she reached behind his ear and ran her fingers into his fur, "You're a good boy…" scratching behind his ear, her fingers running through his hair, the feeling of calm rushing over him spontaneously caused his eyes to flash bright green, closing his eyes in animalistic euphoria.

"What?!" Charmcaster shouted, stomping her foot in the dirt, infuriated.

The enraged fire was quelled once more by the touch of her dainty hand, petting around his face and scratching under his chin, "Can you hear me, Ben?" glancing down, Gwen noticed that his Omnitrix had shun purple with a bolt of pink electricity cackling across the faceplate before Ben transformed back in a random explosion of green light.

"W-What just happened?" Ben asked as he stumbled forward, still slightly delirious and holding his head as Gwen caught him by the shoulder before he could fall over completely.

Charmcaster held her hand out with a white aura enveloping it, her spells were usually refined enough to cast without speaking but, this was no ordinary situation, "No, No! Silicus Milez Sasitatio!" she blasted the ground at their feet with the white-light energy leaving no visible damage, however; she enriched the soil with mystical energy that summoned entities from another dimension from the ground, fists of stone sprouted as four golems with glowing pink outlines inscribed into their bodies pulled themselves from beneath the dirt, "Destroy them!" she shouted pointing at the two cousins.

Gwen backed away pulling Ben along with her across their training grounds, guiding him as he tried to shake his head of the clouded thoughts, "Explain later, for now, we have butt kicking to do!" She pushed him aside and turned around, blasting one of the bulky rock-creatures in the chest with a wave of heat, pushing it back but not even knocking it over. It didn't bother to look over its own chest but, there was no damage either way as it started its mindless march forwards with his three stone brothers.

Ben popped the dial the old fashioned way by pressing the button beside the faceplate, making a distinct sound as it did, he scrolled through his alien silhouettes but, couldn't see them well enough as his balance was off and his mind was foggy for some reason, he remembered sweet lips and then… He instinctively slapped his Omnitrix allowing its genetic-altering energy to course through him taking an oddly familiar unfamiliar form, his entire body crystalized only, instead of bright teal blue, his entire body became a darker purple shaded crystal with dark lines and spots across his torso leaving only his hands and face to be a bright magenta color. He blinked with his one bright green eye and looked down over his hands, reaching up to feel out the crystal horn pultruding from his head.

"Who the heck is that?!" Gwen asked taking only a moment to glance before forming a shield that blocked a rock throw by one of the beasts, firing another beam at the creatures who blocked it with one of their palms, walking through her blast. She focused and pushed them all back several feet with a telekinetic wave of force.

Ben shouted in his unfamiliar new form, the voice a bit raspy but, also deep and demanding as he looked himself over, "I-I dunno! I never used this guy before! I don't even know what he does!" He looked himself over, trying out different abilities like telekinesis or heat beam eyes, but to no avail.

Charmcaster narrowed her eyes and scoffed, frustratedly shouting at them, "You probably should have transformed into someone you know how to use then! Tempestus Impaetus!" She gestured to the sky with a single hand where two clouds darkened quickly and generated a bolt of lightning to strike Ben with a clap of thunder to follow, as it did though the energy created a rainbow prism briefly as it generated pink sparks through his body, "What!?" she shouted at the result.

"I think I've already got a good name for this one," Ben spoke up as smoke drifted off his durable crystal body, the bolt of lightning wielding three-billion joules of energy having no effect on his body shocked both mages as Gwen only blinked in response, "How does Chromastone sound?" she watched as the energy cackled like electricity between the magenta colored crystals sticking out from his back before channeling through his arms and firing at one of the golems, destroying it completely in a single shot.

Gwen curved a bright smile as she noticed the properties this new alien was displaying with the redirection of power through refraction, "It sounds perfect, hold on, I've got an idea!" she stood behind him and raised both of her glowing blue hands, aiming them for Chromastone's back.

"Are you sure about this?!" He turned over his shoulder and shouted back at her as the other two rock creatures began marching towards them again.

Gwen looked into his single green eye, giving him the same expression that he gave her at the Hatchery, the one he knew better than anyone else, "Do you trust me?"

He nodded without hesitation returning the favor, turning back around to face the two attackers and their mistress, "Eradiko!" Gwen shouted summoning a bolt of blue energy between her palms and firing it like a bolt of lightning, his crystalline body absorbed the energy without even being fazed by it. He felt it surge into him and amping his every physical and offensive aspect.

"Woah!" Chromastone announced as the energy flowed through every joint in his body, he felt it cascade up and down his crystal-skin at will; one of the golems threw a punch at his face but, before it could reach him the horn on his head emitted a beam so intense it completely vaporized the creature in one shot. The second one sprinted forward slowly, swinging for a right-cross but, missing horribly as Chromastone side stepped him and blasted it through its chest with a beam of rainbow-colored light energy.

The shattered remains of her henchmen flew through the smoke of the explosion and onto the ground at Charmcaster's feet, "Useless!" she shouted stomping her staff into the dirt, "Sinnyu Invisibus," without even gesturing, two large boulders were ripped from the ground by a pink aura that sent both as projectiles at her enemy.

As Gwen used the Charm of Telekinesis to slow down the boulders, Chromastone effortlessly punched through them both with a right-left cross combination; as the rubble and smoke cleared, Charmcaster had vanished in a faint flash of purple light, just in time as the Omnitrix sounded its warning alarm followed by a crimson flash of light.

Ben rubbed the back of his neck, "I remember everything…" he said out loud as Gwen stared at the dirt, he took a few steps toward her, "I-I'm so sorry, are you okay?" he clearly regained his senses after transforming into that new alien; he approached her and placed a hand on her shoulder, "Gwen…"

"I'm fine…" She answered quickly wiping the tears from her eyes before jumping into his arms for a quick hug but, suddenly pushed him away, "Y-You didn't enjoy any of it… did you?" Gwen looked away nervously with a saddened glare.

Ben chuckled and shoved her shoulder, "Her breath smelled like an old tuna-melt…" he plugged his nose and made a funny face with his goofy smile that never failed to make Gwen giggle, he could never fail to make her smile, "Yet, for some reason when I kiss you… all I taste are strawberries."

She chuckled with a nervous giggle, looking away and rubbing her sleeve of Charms, "Stop that… you're gonna make me blush again."

Ben chuckled as he pulled his phone out, flipping through several messages, "Oh and by the way, Jennifer and Michelle say hi," he noted as he looked over his unread text messages. Gwen nearly gasped as she turned around, looking toward him, holding her hands behind her back.

"Oh, yea? What else did they say?"

Ben chuckled as he closed his phone and took a few steps closer into her proximity as she turned a deep red, "Well, Michelle wanted to know if I wanted to go out on a date with her, she said you told her I was single," he kept a coy smile curved across his lips the entire time.

"Well, I… I didn't know what to say," She responded, frankly but, realized that he was being uncharacteristically quiet with that same coy smile looking down on her, "What did you say?"

"I told her I was taken but, since I'm not a dweeb that gets caught up in peer pressure, I didn't explain to her who or where," He took her by the waist and pulled her body close to his, the only thing separated were their faces, "Remember what I said, we don't have to explain anything to anyone that we don't want to… it's none of their business."

"R-Right," Gwen nodded sheepishly, leaning her head up against his shoulder, they would wait another eight-ten minutes in the silence of the wooded area before being able to transform into their favorite speedster to head home.

…

Bellwood; New York; February 14th, 2010; 9:45PM

In Ben's garage was a large box-tv with a Gamestation plugged in to it and bean bags set up for them, giving them all the excuse they needed to use it as a spot to hang out when they weren't out fighting crime together, considering Gwen's parents were far too strict to talk about hero work or get romantic around. Saundra and Carl were much more forth giving with Ben's freedom and always had been, even sometimes smelling the aroma of marijuana lingering in the backyard before family cookouts.

This meant they had total privacy for Ben to set up Gwen's Valentine's day surprise, "Are you sure I have to be blindfolded?" Gwen asked as Ben stood behind her, tying up a headband that covered her eyes to keep their destination a secret; she wore a blue low-cut blouse with jeans and his wind-breaker which she couldn't help but keep wearing at times like these till this day along with the Keystone of Bezel on a necklace around hanging across her chest.

Ben was only wearing his normal attire of a black hoodie and jeans as he chuckled and tightened the knot, "I'm positive… it wouldn't be much of a reveal if you saw it on arrival…" he rounded her to hold her shoulders, taking her blindness to his advantage as he snuck a kiss to her forehead.

"Valentine's Day isn't that big of a deal… you don't have to do anything special," Gwen giggled as she was enjoying every moment of anticipation as she heard him fiddling with his Omnitrix, summoning a speedster. Knowing Ben, it would probably be ice-skating, laser tag, or a Sumo Slammers reenactment. Seeing glimpses of the green light through her blindfold, she felt reptilian claws gently scoop her back into his arms. With her eyes totally covered, all she could hear was the beat of his heart and, if his surprise was that she could sit and listen to his heartbeat all night, that would be more than enough for her.

…

New York City; New York; February 14th, 2010; 9:51PM

They zipped up an incredibly tall building at incredible speeds, controlled enough to avoid doing any damage as they landed on an observation deck that had been decorated in one of the most spectacular ways she could have imagined; the deck was closed after hours and the doors were locked as no-one expected a break in on the eighty-second floor of the Empire State Building.

"What is all of this…?" Gwen looked up and around her at the lights strewn about above her, giving them a warm atmosphere as there was a table with roses in between two dishes and two seats with a view one could die for; the dishes were covered by heat collecting metal trays and coverings like one would see in a fancy restaurant.

Ben transformed back into his human form as he approached the railing, looking out at the massive city still flickering with lights, police sirens, and emergency all over but, such was the city and all its beauty, "This is where I come to think when I don't know what to do… only this time I know exactly what I want to do."

Gwen approached the railing, gazing out at the amazing view of twinkling building lights and the flickering of the traffic hundreds of feet below them, "Ben, I don't know what to say… this is all so…" she was seriously at a loss for words as he took her hands with the expansive city behind them, her cheeks turned bright red, "You're amazing…" he reached out and grabbed her hands to get a better look into her eyes.

"I know we said we'd keep from setting titles and all but, Gwendolyn Tennyson, do you wanna maybe be my girlfriend…?" Ben practically choked on his words as he tried his best to say what he knew he needed to before he lost the confidence.

She looked around at the set up which was beautiful and had so much heart put into it, then she looked at him and noticed he was waiting for an answer; Gwen turned and pulled away from him, looking over the decorations… a radio, the lights, the table-cloth, the flowers strewn about, rounding the table, dragging her finger tips across the tablecloth and placing them flat on a romantic dinner set for two, "You did all of this just to ask me if I would be your girlfriend?"

"Well…" Ben muttered nervously unsure of what to say, "It is Valentines and I just thought- It's too much," He looked around and covered his eyes as he leaned back against the railing, "It's totally too much for something so dumb, I'm sorry for being lame…"

Gwen giggled before out right breaking into laughter as she rounded the other side of the table approaching Ben and grabbing his hands out of his face, surprising him by pulling his chin up by her index finger for a sweet kiss. Luckily he was leaning on the railing so, he was a tad shorter than her from this perspective; she pulled away but, only by an inch or two, "I would love to be Ben Tennyson's girlfriend any day…" she hummed.

Ben leaned forward for another passionate kiss as Gwen squealed through it and tossed her arms around his neck, pulling him in deeper and this time when he bit her lip she only giggled as he pulled back in a bit of concern, "Do it again…" she muttered but, he didn't comply.

"I would but, our dinner is getting cold," Ben pulled himself away as Gwen furrowed her brow a bit, now he was teasing her; he lifted the silver tray covers revealing bags of fast-foot, "Burger Shack by Ben Tennyson, bonne appétit," he mimicked a French accent only forcing another giggle out of Gwen as she sat down across from him, unwrapping her burger.

It didn't take long for them to start conversation, even as they ate; Ben tossed napkins at her and no matter how annoying it once was it only felt that much more endearing to her. They finished their burgers and fries and Ben downed a soda in just a few gulps letting out a massive burp. He did say 'excuse me' but, something like that would have infuriated her in the past but, it once again only made her laugh… because it was him. She even tried to burp in return but, it only ended up as a light hiccup, causing even more laughter as the two had only the stars as witnesses.

Ben wiped his face and hands from the grease and stood as Gwen followed his examples, watching him move toward the radio he's set up with an IPod docked into it, "I know you're into all of those old-fashioned romantic songs so…" He turned a dial or two and pressed play on the stereo as the beginning riff to Fly Me To The Moon by Count Basie played lightly immediately causing Gwen's cheeks to flush as she stood, the piano accentuating every action they took.

Ben held his hand out towards her in the moon light, "May I have this dance?" he said as formally as he possibly could, which felt weird but, he knew it was that type of stuff that made her knees weak, and from the look in her eyes, it was working.

A light giggle erupted but, she couldn't help but nod anyways with a light blush, giving him her hand as he pulled her in and grabbed her waist with one hand and intertwined his fingers with hers in the other, "Someone's been practicing?" She noted as they stepped on key.

Fly me to the moon, Let me play among the stars, Let me see... what spring is like… On, Jupiter and Mars…

They stepped in rhythm with one another, one step after the other as neither stepped on the others foot, it reminded them of the sweet dance they had back during the wedding they were forced to attend when they were ten, a tender moment that planted seeds they probably didnt even realize until this very moment. The music and Moon light made the moment one she thought might've been straight out of a movie as she looked up into his emerald eyes, sparkling down at her brighter than the stars behind him in the night sky; she had no idea he could be this sweet, this thoughtful, this kind… this handsome.

In other words, hold my hand; In other words, baby, kiss me.

Gwen leaned her head into his shoulder, as they swayed back and forth, hearing a bit of his heartbeat that only made the moment sweeter as they danced, turning in place as their swaying position gave her a view of the entire city of New York out in front of her, glistening from their altitude; this was the perfect moment, this was everything she ever wanted to do with Ben.

Fill my heart with song and let me sing for ever more. You are all I long for, All I worship and adore…

Gwen could stay in this moment for the rest of her life, his warmth against her body, the brisk air with a view looking down on a sparkling city, the music humming in her ears sweet melodies; and as she pulled her head up, she noticed him looking down at her with low eyes as if he was simply marveling at her perfection, she knew it all too well at this point. They both closed their eyes as her hands moved to wrap around his neck again, letting his hands grasp firmly around her hips as their lips melted into the moment where they finally knew what they wanted, and it was each other.

In other words, please be true; In other words, I love you…

…