Author's notes:

I don't own any of the series I may be borrowing for this story. Now with that out of the way:

Please review.

"Text" in double quotations is speech.

'Text' in single quotations means I'm quoting someone.

"Italicized text" or "Italicized text" is thought

Emphasis on a word will be bold and Italicized.

Embarking

Bellwood used to be a quiet place. Nothing much happened on a regular basis. Crime was low and it was a nice place to raise a family. They have a good size mall, any kind of restaurant you could want and there is even a beach. That all changed seven years ago when a ten year old boy found a device the size of a watch while on his summer vacation.

Since that day the existence of aliens, supervillains and even superheroes has been known to everyone throughout the world. Since that day, Bellwood was never the same. Now it wouldn't be considered uncommon to see a four armed humanoid robbing a bank only to be chased by a dinosaur and a young girl in a dark suit throwing energy bolts. Nor would it be unusual to see a spaceship hovering in the sky or land in a park.

The existence of the plumber organization was also revealed to the public as the defenders of earth from extraterrestrial threats. Sort of like space police. Everyone on earth seemed to be generally accepting of the knowledge that such things exist; even if there were still lingering doubts and out right prejudice against such things.

But none of that is the focus of our tale. Our tale takes us to Bellwood high school where the students are getting ready to head home after another long day of learning. The air was buzzing with talk of the upcoming dance held at the end of every spring for everyone who wasn't a senior. In the halls of the institution of learning we find one of the local celebrities, who is frequently seen fighting against what has become affectionately known as 'freak of the week'.

He's a dark haired youth with a muscular build and wears a black t-shirt and jeans. He goes by the name of Kevin. Kevin was currently standing next to his locker… laughing his ass off. "hahaha, dude. I swear only you could be so lucky and unlucky at the same time hahaha."

"I fail to see the humor here Kevin," Ben Tennyson said as he closes his locker after putting his books away, glaring slightly at the taller teen. He is another local celebrity. After the discovery of the omnitrix and all his adventures that summer, Ben and his cousin Gwen continued to do what they do best. Help people and save lives. When their parents found out about their hero work, they were reluctant to allow their activities but Ben and Gwen eventually convinced them otherwise.

The cousins knew Kevin from that fist summer but as an enemy. Once they had defeated him, he had been incarcerated by the Plumber organization for his crimes. After some time had passed he had been released from his imprisonment for good behavior and works with the plumbers on probation. He was put under Max Tennyson's supervision and that's how he got in touch with Ben and Gwen again.

Admittedly their reunion was less than pleasant as both Ben and Gwen clearly remembered all the times Kevin tried to kill one or the other. Ben was furious at first when he found out he would be forced to work with his former nemesis. Gwen was still reluctant but willing to give him a chance so Ben begrudgingly accepted the situation.

For the most part Kevin proved to be an asset to their team and Ben was mistrusting him less. He still would never fully trust him however and kept a sharp eye on the other teen most of the time.

"If you were in my position, you'd be laughing your butt off too. I mean seriously Tennyson, how long did this one last a month, month and a half?" Kevin was still grinning with his hands on his hips.

Ben lowered his eyebrows in thought, and then glanced over at his acquaintance, "two weeks, why."

Kevin shook his head still grinning, "That's a record I think. Bad timing too; I mean three days before the dance."

Ben started walking toward the exit so he could leave. "Who are you telling? Now I have a completely useless ticket unless a miracle happens and I can get a date before Friday."

Kevin walked to his right shrugging his shoulders. "I wouldn't worry too much man. You're Ben 10! You're a hero! You're not on my level yet but you might get there some day." he said grinning like a shark. That was something else that had changed in the past seven years. His fame as a known hero had garnered him a lot of popularity with the opposite sex, Kevin too of course. While at first it was fun and a huge boost to his already inflated ego, now it was a burden he had grown tired of.

Ben rolled his eyes in exasperation, "yes, that's just what I need. Some obsessive fangirl who hangs off of everything I say or some glory hound trying to make a name for herself by dating 'the' Ben 10. Since Stephanie fell in to the latter category I think I'll pass. I swear I should listen to Gwen more often."

"Hey don't knock obsessive fangirls. They'll do anything, and I do mean anything," Kevin said with a leer. Kevin, of course, reveled in the attention and flaunted it as much as possible.

Ben stopped just outside the door to the parking lot and turned with one eyebrow raised. "You know there might have been a reason I want to stay a virgin. Oh wait, that is the reason!" he said sarcastically.

Kevin just scoffed saying, "you'll change your tune when you finally get laid dude, trust me. You know Gwen and I broke up because she wouldn't give it up."

Ben wished he could forget that fact. Those two dating that is. When Ben found out Gwen was dating Kevin it had caused the biggest argument of their lives. Gwen had decided to trust Kevin a little too much in his opinion. He even brought up the fact that Kevin had tried to kill her on several occasion. That was something he was never going to forgive. It had gotten to the point where they had been shouting at each other for ten minutes before Gwen's parents had to pull them apart and they didn't speak to each other for a month. They had eventually reconciled, though Ben had given Kevin a stern warning. Not that it did any good. When she broke up with him, Ben had consoled her even though on the inside he was smugly rejoicing while at the same time raging to beat the other teen in to a coma.

Ben glared at him harder, "Since we tell each other pretty much everything… yes I do know that. Besides she broke up with you and you should be thankful. You have any idea what Uncle Frank would have done to you if you had been able to pressure her into having sex? Or what I would have done for that matter."

Kevin scoffed again, waving his hand dismissively, "whatever man."

Ben looked at him flatly before walking off to his car, Kevin following closely. "Remind me again why I talk to you."

Kevin laughed, "haha because I make you look good Benji boy."

Ben closed his eyes and sighed in exasperation, "right. Look, I've gotta run. I'm meeting Gwen for smoothies later and I don't want to be late."

Kevin smirked and stopped so he could turn to his own car. "Say hi to your girlfriend for me when you see her." Without turning or stopping Ben gave Kevin the international sign for good luck on his way to his car. Kevin just shook his head as he walked to his vehicle and drove to his garage.

Getting in his own car, Ben started it up trying to decide what to do about the dance in a few days. His options were limited and time even more so. As he drove toward his house he sighed not knowing what to do.

On the other side of school, Gwen was exiting her last class for the day. As she walked to her locker with her friend, Stacey, she was going over her mental checklist she had to get done before meeting Ben later. She was lost in thought as Stacey chatted about… well she wasn't sure what as she had tuned most of it out. She was brought from her thoughts when Stacey said something that caught her by surprise just as they got to their lockers.

"Man I wish I could find a guy like Ben you know?" she said wistfully.

"Hmm? What do you mean like Ben?" Gwen inquired curiously.

Opening her locker, right next to Gwen's, she rolled her eyes, "Oh come on red. You always talk about how nice and caring Ben is. If I didn't know better I would say it sounds like you want to date him. Not that I would blame you." She said closing her locker.

Gwen blushed brightly, hiding her face inside her locker. "Don't be ridiculous! He's just a really nice guy. I hate that he goes out with high strung floozies like Stephanie Winthrop," she glared at said girl as she walked passed Stacey and herself but the cheerleader never noticed; "when he could do so much better."

Stacey nodded her assent, "I know right? He's nice, caring, good looking and not stupid." Holding her hand up, she counted each point by raising a finger. "What's not to like. I talked to Julie about when they went out and she said she was considering giving it another shot. He would just have to stop talking about you though."

Gwen looked at Stacey skeptically as she closed her locker and the two started toward the parking lot. "He really talks about me?"

Stacey nodded again, "apparently. I've never hung out with him but from what Julie said, he would compare things they did to things you guys did. There were other things too I guess. That kind of seemed like a really big reason they broke up so much." Gwen was really surprised to hear such a thing. "Sooo… if Ben and Stephanie were ever to, I don't know, break up; would you mind if I went out with him?"

Gwen was a little taken aback by the question having never thought about it before. "Well… I-I don't know. I mean, I don't think I would mind, It's just…"

Stacey's hopeful look drooped a little, "Aww what? Is he a raging pervert or something?"

Gwen blanched before scoffing at the notion, "Ben, a pervert?!" She waved her hands around dismissively to dispel any thoughts on the matter. "No, no, no he's definitely not that. He doesn't even look at porn like most of the boys at this school."

Stacey blinked owlishly back at her friend, "I don't know whether to be relieved by the fact; or disturbed that you know it in the first place."

Gwen coughed looking away with another blush. "Let's go with the first one."

Stacey nodded in agreement. "Right… So why would you have a problem with me dating your cousin?"

Gwen thought about it for a moment. "Why would I have a problem with it? It's Ben's life, he can date whoever he wants." she thought.

"Remember when he dated Julie? You hated all the attention he gave her," said the other part of her mind.

"At first maybe but then I started dating Kevin and it wasn't so bad." she retorted.

"Yeah… that turned out sooo well for you didn't it? Admit it; you only dated Kevin to see if Ben would get jealous." her other side accused.

"So didn't! That doesn't even make any sense." Gwen denied.

"You know; 'denial isn't just a river in Egypt.'" her other side said smugly.

"Oh shut up! We're talking about Ben not me!" she retorted hotly.

Thinking her logical side had won her mental cheer was interrupted by, "You're the one arguing with yourself honey."

Shaking her head she answered with something that was plausible. At least she hoped it was. "Look, I'm just not sure if it's a good idea. You're my friend; he's my friend and my cousin. What if you two don't work out? It could be really awkward whenever we saw each other and I would have to choose sides, and I couldn't do that and…"

Stacey interrupted with a hand on her shoulder, staring at her with a deadpan expression. "Gwen you're rambling again. You know you could have just said you prefer I didn't."

Gwen blew out and exasperated breath that ruffled her bangs. "That's just it Stacey, I don't know. I know it wouldn't necessarily be like I said but it could and I don't want that to happen; to either of you."

Stacey shrugged her shoulders, "yeah I guess. You don't think he would hurt me do you? You said he's become so much more mature over the years." She said a little worriedly.

Gwen smiled at Stacey in reassurance. "No you wouldn't have to worry about that either. He has become a lot more mature and he's loyal to a fault. Believe me I know that from experience. I'd dare say he's even husband material." Both girls stopped walking in the parking lot. Shock was written all over Stacey's face and Gwen's was frozen in confusion. "What the hell did I say that for? Is it true?" She thought of all the qualities she thought would make a good husband and found that, yes, Ben had many of them. She wasn't so naïve to think she would ever find anyone with every single one but Ben had a majority of them, he even had all the most important ones.

Stacey turned toward Gwen with eyes as wide as dinner plates. "Wow! That is such high praise coming from you. Now you have to let me go for it."

Gwen shook her head to get her thoughts back on track. She smiled at Stacey and said, "I guess it is pretty high praise. You know what? If Ben ever does the sensible thing and drops miss stick-up-her-ass; go for it." On the inside though, Gwen's thoughts were a maelstrom.

Stacey gasped then giggled, not being used to Gwen using profanity. The two friends hugged in farewell heading to their vehicles, then home. As she drove home, Gwen kept going through her thoughts since the bell rang. They were still in turmoil having never been down that road before.

When she broke up with Kevin she was distraught enough to almost swear off of dating completely. She was so grateful that Ben was there to give her the support she needed. He had shown a tremendous amount of compassion as she laid her troubles on his shoulders. She knew from the beginning he was against her dating Kevin and could see the fury in his eyes as she told him of how the other teen had wounded her. She actually had to extract a promise from him not to do anything in retaliation, though it was like getting blood from a stone. At the time she told herself it was for the sake of the team; but now she would admit it was because she didn't want Ben to do something he would regret for her sake.

The whole affair left her feeling disjointed so she really had no idea how she would feel about her friend dating her cousin. She wasn't afraid of either one hurting the other. Ben was too much of a gentleman and Stacey was a sweetheart. What bothered her was, "are they right for each other?"

She shook her head to clear it as she pulled in to the driveway of her house. She had some studying to do before she met Ben for their weekly ritual.

A couple of hours later Ben sat in the parking lot outside Mr. Smoothie contemplating all that had happened today. Not that a lot happened, he was still pondering over his break up with Stephanie and how or even if he was going to try for another date before the dance. Drumming his fingers on his steering wheel he sighed before turning the car off and began to spin the keys on his finger.

"Of all the rotten things to happen, she had to break up with me today. Now who the heck am I going to get to go to the dance." Leaning back in his seat he started to go over possibilities. "Let's see… Julie? No, she said I was too high profile. How 'bout… Caroline? Nope, she's too high maintenance. Susan would be a good one but she has a date." Running out of ex-girlfriends he was quickly becoming bored.

Sighing again and giving up for the moment he got out of his car and walked to his favorite place to get refreshment. He opened the door to Mr. Smoothie and immediately spotted Gwen. She was sitting in their usual spot sipping on her drink, reading The Great Gatsby. Probably an English project but with her one never knew. He stared for a moment noticing the sun reflecting off her vibrant red hair. It looked like a waterfall of pure copper cascading down her shoulders. Her eyes, which sparkled like the clearest of emeralds, stared intently at the book.

Shaking his head from his reverie he continued to the table with a bright smile. "Hey dweeb, sorry I'm a little late."

Gwen just noticing him for the first time placed her book and smoothie on the table so she could greet him properly. "Hey doofus, I was starting to wonder if you were going to stand me up today."

They had been calling each other 'dweeb' and 'doofus' for as long as they had known each other. They used to be insults used to annoy one another but had become their own term of endearment over the years. He was pretty sure they would never stop calling each other names.

Ben chuckled lightly, "nah I just got hung up a little. I have my final in Mr. Son's class tomorrow and I have to make sure I'm ready. You have his wife for Chem right?"

Gwen nodded lightly, "Yeah, but everyone calls her Mrs. Satan (note 2) behind her back. If anyone asks it's because that's her maiden name, but really it's because of how hard her class is."

Ben nodded at her reasoning and chuckled again. "Yeah that sounds about right. You know I wouldn't stand you up though. This is about the only time I can really catch up with my favorite red-head during the week," he said as he embraced his cousin and best friend warmly.

Gwen returned the hug with a smile though he couldn't see it. Ben was a couple of inches taller than Gwen, him having hit a huge growth spurt when they were twelve. They rested their heads on each other's shoulders just before releasing the hug and sitting at their table.

Once seated Gwen slid a cup with a smoothie to him, and he gratefully took a huge sip. Sighing in satisfaction he slumped in his chair to get a little more comfortable. "Thanks… you have no idea how much I needed that," he said with a nod and smile toward her. She smiled back just enjoying spending time with him. "So I found out I passed my Bio final today, thanks for all your help."

Gwen smirked, "no problem. I knew you could, you just needed the right push." They had alternated studying at each other's houses until the night before the exam. He had practically sweated through the entire test, at the end still unsure if he would even pass or not. "What did you get on it anyway?"

Ben coughed to the side, mumbling his answer which prompted Gwen to raise an eyebrow in question. Huffing slightly he spoke loud enough for her to hear but not anyone else, "I said I got a 96."

Gwen smirked knowingly. "Now was that really so hard to say?" Glaring slightly he took another sip of his drink so he wouldn't have to answer. Still grinning Gwen continued their conversation. "So what else happened today? I heard Julie mention something about you and Stephanie earlier but she ran off before I could ask her." Of all his ex-girlfriends, Julie Yamamoto is the only one he really talks to still. She is actually a friend to both him and Gwen even going so far as to help them out occasionally.

"I should have known Stephanie wouldn't keep her mouth shut," he thought. Tapping his finger on the table he said, "I guess there's no point in denying since the whole school will know by tonight… Stephanie broke up with me today."

Gwen was surprised to note he didn't sound all that disappointed about that fact but was glad to hear the news herself. She never liked the blonde chit. She was the stereotypical cheerleader type who looked down on anyone not in her circle of friends and even that was no guarantee. She suspected the only reason she dated Ben was to increase her popularity and told him so almost weekly. "So what happened this time?"

Ben hesitated for a moment then sighed resignedly, "I'm probably going to regret this but… you were right. She only wanted the popularity points by dating a known celebrity. She even called me a 'class A loser' when she broke it off."

Gwen put her hand on top of his in comfort, smiling sympathetically. "Well she's wrong Ben. You are definitely not a loser. I think you were the best thing to ever happen to her." He smiled in thanks so she continued, "You know it wasn't about being right and it wasn't even that I never got along with her. I really did hope I was wrong that she was eventually going to let you down and for what it's worth… I am sorry."

Ben sighed tiredly, "no it's ok and don't be sorry. You were right and to be honest I'm glad. I should have listened to you; she is kind of a bitch." Gwen giggled cutely when he said that. He paused to take another sip of smoothie before putting it down. "Besides it's not like we were engaged."

"Thank God for small miracles," Gwen thought in relief.

"The only problem is now I have a ticket to the spring formal, two actually, but no date. So my options are A: go by myself or B: hope that I can find someone willing to go with me who won't stand me up."

Gwen thought for a moment with her chin in her hand. She couldn't really think of a good solution to his dilemma. "What about asking Julie. I'm sure she wouldn't mind."

Ben shook his head having, of course, considered this. "Already thought of that. I don't really want to ask her because the whole reason we broke up is because I'm too high profile for her. Plus there's the whole we dated off and on for a year… awkward~. Besides she's going with a few of her other friends and I don't wanna be a heel."

Gwen had to admit he had valid points on that. Nodding in concession to his reasoning she was determined to help him figure out what to do. "Right, so no ex-girlfriends, got it." Thinking a moment she had an idea. "Too bad cousin Lucy doesn't go to our school. She'd be more than happy to go."

Ben looked at her in surprise, "wait, she didn't tell you?"

Gwen raised an eyebrow and frowned, "tell me what?"

Their cousin Lucy, who was actually an alien and the cousin of their Cousin Joel's wife, moved with Cousins Joel and Camille to Bellwood about a year ago. Since then they tried to spend as much time with her as they could and became quite good friends. She was easy to get along with, having a quirky, and very curious personality. They went to different high schools though so had to limit their time during the week to video calls and hanging out around town.

Ben raised an eyebrow at Lucy's forgetfulness. "She may not be going to our school but she's definitely going to the dance. Her boyfriend goes to our school."

Gwen frowned in disappointment though Ben could see the astonishment behind it. "She neglected to mention that the last time we spoke. Ooooh she is so going to get it next time I see her."

Ben had to laugh at her expression and couldn't help but feel sorry for Lucy. Just a little anyway.

Meanwhile Gwen switched her irritation to Ben saying, "oh don't think you're off the hook either mister. Why didn't you tell me before now?"

Ben's laughter died down to slight chuckles. With a shrug he said, "hey relax, don't blame me. I thought she told you already. I figured I was the last of the two of us to know." When Gwen didn't seem to be appeased, he tired a different approach. "To be fair, I only found out Monday when I talked to her on the phone and she's been dating the guy for a few months apparently."

The irritation left Gwen in that instant, unable to stay mad at Ben. It wasn't his fault Lucy didn't tell her. "You're right Ben, sorry." She apologized as her face became more relaxed.

Ben waved off her concern with a smile to let her know it was ok and she smiled back. Still unable to come up with a solution to his original problem, he began to ponder on what to do when his gaze strayed to Gwen. She was currently sipping on the remainder of her smoothie not really doing anything when an image suddenly came to him.

Superimposed over Gwen he saw her sitting in the same position but her hair was done up in a bun held by two chop sticks with a little hanging down her back. She also had on a flowing purple gown with blue sequins that hugged her curves. She had on a slight dusting of blush on her cheeks and her lips were shimmering from the gloss she wore. He vaguely thought he detected the smell of strawberries but that might have just been her smoothie. The dark eye shadow she was wearing brought out her vibrant emerald eyes. It almost looked like they were glowing.

As soon as it was there, the image disappeared but Ben couldn't get it out of his head. It did however give him an epiphany. "Hey Gwen, how about if you go with me?" he asked with a thoughtful look on his face.

Gwen's eyes widened and she had to cough because the smoothie tried to go down the wrong way when she inhaled. When she got her coughing fit under control she glared lightly at Ben. He was looking sheepishly at her in apology. "Next time you ask something like that… wait until I don't have a mouth full of smoothie!" Her contrite cousin mouthed 'sorry' and put his head down blushing. "Why would you ask me that anyway?"

Ben shrugged his shoulders not really seeing a problem with the question. "Why not Gwen? Give me one good reason why you can't go with me."

Gwen stared at him incredulously, "Oh gee, let me think… I'm you cousin."

Ben stared back at her deadpan, "you literally just suggested I ask Lucy and she is also our cousin."

Gwen blushed and looked away having momentarily forgotten that. "So not the same thing. She's barely related to us and she's a full Lenopan."

Ben had the same expression on his face as he leaned a little toward Gwen with his elbow on the table. "What does that have to do with anything? You and I are a quarter Anodite."

Gwen stared at the table trying to come up with a good comeback but was hard pressed to counter Ben's logic, which for once was sound. "It's got nothing to do with it. Look… why do you want to go with me?"

Ben thought he was starting to get the picture now. Sitting back he folded his hands behind his head in a semi relaxed manner. This was just so he wouldn't be seen wiping his sweaty palms on his pants. "Why the hell are my hands so sweaty?" Aloud he said, "Why wouldn't I want to? I know you. I know you can dance. I know you look good in a formal dress." She blushed again when he said that but he was looking at the ceiling so didn't notice. "Probably the best reason is you know me. You aren't going to expect anything spectacular, or… anything else. We can just go and have fun. No pressure."

Gwen had glanced at him about halfway through his explanation and had a bewildered expression on her face as well as a deep blush. In all their time together he had never said anything to her like that. "That's probably the sweetest thing anyone has ever said to me." All the other reasons to say no in her head were being slowly destroyed. All she had was one thing, "b-but… we're cousins." She said weakly.

Ben moved his head slightly to gaze directly into her eyes. "We're also best friends. There's nothing wrong with friends going to a school social function. I can't think of a better person to take if you want to know the truth."

Gwen's gaze was locked on her cousin's. Her throat felt dry and she swallowed to moisten it. "What if I said no?" she croaked. Her mind was racing. She couldn't understand what was going on with her at the moment. "Why is what he is saying affecting me so much?" Ben smirked and started leaning his face toward hers never breaking eye contact. They used to do this when they were younger to see how far the other would go before one of them would back off. "WHAT IS HE DOING?!" her mind screamed in a panic as he came way closer than what they usually did.

When their noses were a mere five centimeters apart he lowered his voice to just above a whisper. "Then I'll just keep asking until you do say yes. Not like I'm proposing marriage here," he said. His warm breath wafting across her face sent a shiver down her spine and she could smell the blueberry and banana smoothie he had been drinking.

For some reason the words 'proposing marriage' made her head feel like it was full of cotton. He moved back and she let out a very shaky breath she didn't realize she had been holding. "I-I guess I'm not really doing anything on Friday." Inhaling deeply she steadied her breath. "Sure, sure… I'll go with you," she nodded with a smile in his direction. She quickly grabbed her smoothie, the drink cooling her hands, which were very warm for some reason. Taking a sip she gazed at the smiling face of her doofus cousin and couldn't help but smile in return.

After finishing their smoothies both Tennysons stood and with a final hug in farewell they parted outside to head to their respective homes. Ben was filled with joy that he was able to convince Gwen to go to the dance with him. For a moment he stopped to think why but shrugged it away. Gwen was filled with happiness and something else she couldn't identify. It's something she's never felt before and she didn't know whether to be terrified of it or not. It wasn't a bad feeling, it was just… different. She was also feeling a little unsettled by their interaction. "What the hell was that about? Doofus has never been able to fluster me that easily."

As she lay down to sleep, Gwen decided to give it thought some other time. With that thought she drifted in to a restful slumber completely unaware that a new journey was about to begin for her.