Ben 10 and all associated characters are owned by Man of Action and Cartoon Network.

The following story depicts incest between first cousins, any who would be triggered by such content are advised to stop reading immediately.

The following story is dedicated to shadows59 and Erico.

Ben tossed and turned in bed before grabbing his pillow and shoving his face into it, letting out an angst-filled moan before throwing it aside. No matter how he squirmed, he couldn't get any shuteye. He turned over to see his clock.

10:53 PM

Conceding defeat, he sat up and looked out his window, observing the familiar night sky. It was less clear than it had been during the camping trips on account of light pollution. What he saw now was a more discount view of the experience he'd gotten miles away from civilization, with nothing but the crackling of a campfire and the chirping of crickets to accompany it. Sure, he'd brought a few comics or maybe his game station, but giving those up hadn't been part of the deal.

But the stars' mystique had faded this summer. Hell, he had probably met (or punched) folks who lived on planets orbiting said stars he was looking at. Questions about the universe had been thoroughly answered. Yes, life is common; some of it's friendly, some of it's hostile, and some of it wants to eat you alive. That wasn't the sort of knowledge you can just forget, like whatever they print in a book and expect to be memorized for a test. He knew more about the cosmos than most people alive ever would. The entire universe had suddenly become a lot smaller.

It probably helped he was extremely efficient at punching said universe, but those days were gone and it was hard to tell when they'd be back. They had to come back eventually, right? The Omnitrix wasn't going anywhere, and neither was he. And he'd gotten restless enough just after a few weeks back. Though he'd make up for it next summer with non-stop alien ass-kicking.

Ben produced a small grin as he turned away from his window to stare at the Omnitrix. He thought about going XLR8 and making a quick run to somewhere more hectic, like Los Angeles. There had to be something illegal going on there.

The feeling ate away at him, but he couldn't bring himself to go out looking for trouble, at least, right now. Instead, Ben just pushed the button below the dial and aimlessly watched the alien silhouettes pass by, mumbling their names as they did. He missed the feeling of being in their skins, of being more than just some random-ass kid in some random-ass town that nobody's ever heard of.

He fiddled with the dial until he saw Heatblast appear.

His first alien.

He'd heard people say that your first was always the most special, although what people actually meant when they said that was beyond him. But he did know these aliens were just as much him as he was a ten-year-old human. The Omnitrix may have given him alien DNA and made them part of him, in a weird biology sense, but, perhaps inadvertently, he'd given something to them as well. Some fundamental part of himself that couldn't be found inside DNA. Something that made Ben not just a human, but Ben Tennyson proper. Some sense of his bravado maybe. Or his unmatched sense of humor. Perhaps even something of his good looks too, although he didn't know how much of that was clear when he was, so say, Stinkfly for instance.

He started to wonder what would have happened had he never found the thing, that if it instead went rocketing through space and never even landed on his tiny little planet; how different his life would have been if he'd never once gone hero and fought enough baddies to make his action hero idols jealous.

Well, he wouldn't be as awesome without it. Still awesome! Just not as much.

The dial retracted and Ben tilted back, falling hard onto his bed where his pillow had once been. He stared blankly at his ceiling, pretending it was as vivid as the night sky.

He let out a sore yawn before closing his eyes again, not even bothering to grab his pillow. At this point, he was past caring, just wanting to go to sleep. The night seemed to grow quieter as he did, and he'd resorted to counting alien sheep to pass the time. Eventually, even that became too taxing on his brain. His breathing started to grow softer as he started falling through half-fractured memories of the summer.

Animo and his little pet shop of horrors getting beat into next year.

He saw Hex getting outwitted by 'Lucky Girl' and her own brand of magic.

He saw Sludgepuppies at the only wedding he'd ever been to. Cake wasn't half-bad either.

Zombozo and the crew of horror show rejects. He had less of a fear of clowns by now and more a desire to punch them.

Sublimino and his giant pocket watch. He held a vendetta against all forms of hypnotism after that incident.

There was Animo getting the crap beat out of him. Again. Dude made a good punching bag.

Vilgax. The king of ugly himself. Seems kicking his butt was a Tennyson family tradition.

And there was when he'd rocketed into space with Tetrax to find Azmuth. Where Gwen had been—

Ben's lucid dreaming was cut short as he threw himself upright, struggling to catch his breath. The sound of his heart was almost deafening as it pounded away in his ears. He felt as though he'd just run a marathon despite not having moved an inch.

He turned to look at his clock, praying to God the sun would rise soon.

12:13 AM

Sonuvabitch.

Ben looked around nervously before giving in to his instincts. He threw open his window with a thud, pausing for a moment to make sure his folks hadn't heard. The rain had gotten heavier as the night progressed, and was louder than anything in the house, so it probably drowned out the noise. The roads would be slick, but probably not unmanageable so long as he kept his wits about him. He just needed to make sure he got home before the weather got much worse.

Reactivating the watch, he spun and slammed down on the dial as a sudden wave of adrenaline flooded his veins. His heart, already thumping like he was high on drugs, started beating so fast it seemed to flatline. He sat blinded for a moment as green light overwhelmed his eyes.

XLR8. Just as the doctor ordered.

Before the green glow had even died down, he was already out the window and blazing through the streets. The traffic seemed almost snail's pace as XLR8 cruised around all of it. Cars, birds, bikes, even the traffic signals seemed to halt. The world had become like a surrealist sculpture, but this exhibit was free to touch.

He didn't even know where precisely he was going, just that he had to get out of his room, he had to punch someone before he went through… withdrawal? No, that couldn't be right.

Instead, Ben just ran. The water droplets hung in the air like ornate glass decor. He paused, or rather, stopped running, and poked one of them. It shaped around his dinosauroid finger, staying that way even as he removed it, forming like clay.

He looked up and saw a bolt of lightning cutting through the clouds. It was still moving, even as he observed the world in slow motion, but almost seemed to be free-floating across the sky. Suddenly, the entire block was illuminated as the bolt broke out of the clouds and hurdled down to Earth.

The light show was followed by the inevitable sound of thunder. Drawn out to almost a hum, growing progressively louder like feedback on an amplifier before the entire rig blows out. It was a disorientating feeling. Even after so many months of using XLR8, this skewed perception of daily life made his homeworld seem alien in its own right.

What he had observed for what felt like minutes on end was little more than a second to the rest of the world. And he was going to make the most of this night. The lights of the street seemed to streak across his vision like color dripping down a wet painting.

Ben reminded himself that he couldn't keep using XLR8 as he'd been doing all summer. Grandpa had informed him that XLR8's native species lived on a planet that spun much faster than Earth, so the blue guy's sense of speed just wasn't synced up for how Earth rotated. The initial side effects popped up a month or so ago, and had simply been the odd headache now and then, but lately, it started becoming full-on nausea, and the results were not pretty. He'd have to start running without the visor after that. Thank God the dweeb hadn't been there for that one.

Okay, where to?

Los Angeles still sounded good, but that might take a while, even at his current rate. He could do a patrol on the freeway. No, in this rain he might go flying off if he kept up even a halfway decent speed. What about…

Gwen could still be awake. She might be up for some late-night hero business. Come to think of it, he didn't actually know what she'd been up to lately. But, whatever it was, couldn't be anywhere near as important as kicking some ass. Besides, she probably wouldn't mind an opportunity to beat something up. But even if she wasn't… it wouldn't hurt just to check up on her.

Ben had no idea if she'd be up at this hour, and he wasn't even certain why the hell he was up himself, but he figured it wouldn't hurt just to check. Getting to her house would easy any other day, but XLR8 had a few rough, or rather, wet, patches to deal with as the rain got more intense. He'd lost his footing on a roadway that had been submerged a few inches, forcing him onto the sidewalk. Ben could have avoided most of the problems had he only slowed down a bit, but restraint had never been a virtue of his.

The rain practically wore down on him by the time he'd gotten to her house. He'd been going so fast he'd needed to bury XLR8's wheels deep into the mud that had previously been Gwen's front lawn. Ben turned to see the trenches in the mud he'd made, rapidly filling up with water, like moats you'd expect around a castle.

Ben attempted more careful steps as XLR8 struggled to avoid teetering over on the spheres that were his feet. Walking round to the side, he could hear the Omnitrix beeping once more as he timed out and turned back into a ten-year-old… in the pouring rain. Ben couldn't help but think he looked like an ad to help homeless children.

He looked up to the dweeb's window, trying to see if any lights were on. The room looked dark, however.

"Gwen!" Ben shouted.

No response. He tried shouting a few more times, but the sound of the rain drowned out his voice, and possibly the rest of him soon enough if the weather kept up.

Out of options, Ben turned to the classics. He picked up a small rock and chucked it at her window, hoping not to shatter the glass in the process. It bounced off harmlessly, falling right in front of him. He waited for a moment, but no response. He picked it up again and threw it. Again, no response. He did this another three times, and as he was readying up for a fourth, he saw the window slide open.

"Alright, who in the hell is— Ben?" she called out, rubbing her eyes as she looked below, her voice just audible over the torrent of rain.

"That's my name, don't wear it out," he yelled, grinning even as he stood soaked.

By now, he'd gotten a better look at her, and she looked absolutely exhausted. Her hair was a complete mess and dark circles had formed under her eyes. "Wha— What the heck are you doing here?! It's midnight for Pete's sake!"

"Standing in the middle of the soaking rain by the looks of it. You're the one who always tells me I need to shower."

"Three days without one is an offense to any civilized person… not that you'd know much about that," she yelled.

"Funny, that's how I described anything remotely fun to you."

"Your comebacks are getting rusty, doofus. But you still haven't explained what in God's name you're doing here." Thunder cracked in the background as she spoke, momentarily illuminating the two of them.

"Would you believe me if I said I just wanted to see you?"

"No."

"Good, because neither would I."

"In that case, I'm going back to bed. Goodnight, freakazoid." She began to close the window as Ben started to interject.

"Wait, wait! That was only, like, sixty-percent a joke. I actually did want to talk to you!"

Gwen slid the window back open. "If that were true, and I'm not sure it is, couldn't this conversation be had over the phone? Or held any other time than the literal stroke of fricking midnight?"

"Well, sure, I guess, if you wanna be a sucker about it. But since you're already up, why wait? And it just so happens I would really like to be somewhere dry right about now!"

"And I would really like to be asleep in bed right about now. Seems neither of us can get what we want."

"Gwen, please, can you just let me in?"

"I really don't see a good reason why I should!"

"Because we're family?" he said, thunder bellowing once more.

"Imma take… 'Things That Will Never Convince Me' for five-hundred, Alex!" Gwen said, not even bothering to hide her smugness.

"Would it kill yah to not enjoy this? And I can do without the sarcasm, thanks."

"And I can do without the doofus, thanks."

"Seriously, Gwen, I'll catch a cold at this rate!"

"And whose fault is that?"

"I mean, I'm content pinning the blame on you for this one. But this is honestly important. Do you think I'd be up at this hour if it wasn't? It's takes nothing short of a forklift to get me up in the morning!"

She knew that wasn't an exaggeration, she'd struggled to wake him up almost every morning over the summer, but it also gave credence to what he was saying. "Ugh, fine. Can you go Grey Matter and climb in?"

"Nope, watch is still timed out," Ben said, tapping the dial. "Can't you just open the front door?"

"No way! My parents would definitely hear that! Even in this weather!"

"Then can't you throw down some bedsheets or something?"

"Bedsheets? What do you— You want to climb up like on a rope-ladder?"

"Got any other ideas, dweeb? Your hairdo isn't exactly Rapunzel material."

"And you're no Prince Charming. But here's an idea: just wait for the watch to recharge," she said, letting out a hefty yawn, although Ben couldn't tell if it was real or her poking fun of him.

"That could take another ten minutes at most!" Ben shouted as he held up the watch.

"Not really my problem." Gwen felt somewhat bad for enjoying this, but watching the doofus squirm gave her no shortage of delight. Although she had to admit there was an earnest hazard to his health on this occasion. She looked behind her, trying to see if the hallway lights were on.

"Gwen, please!"

She turned back to Ben. "Oh for the love of… Yah know what? I have a much better idea. Gimme a minute, but you so owe me for this later!"

"What are you doing?" Ben said. By now, he was actually nervous what Gwen had in store.

Gwen returned about a minute later. She placed a hand outside in the rain, and began mumbling, "Aquata Risa… Spackwata."

Ben nearly lost his balance as he was suddenly lifted into the air, falling on his rear and expecting to hit the mud. It was disorientating when he felt like he'd landed on a water bed. Looking down, he saw a geyser had formed beneath him and was rocketing him into the air. The water was… well, wet, but seemed almost solid to a certain degree. Almost as though it was melting block of ice, warmed to room temperature.

Within moments he was standing at eye level with Gwen, who extended a hand to bring him inside, which he gracefully accepted. She pulled him into her room, tripping as he passed through the window frame and landing on a floor laden with towels.

"You're welcome," Gwen said, now lording over him.

"A little warning next time?" Ben said as he brought himself to his feet.

"You wanna be the pot or the kettle? A warning would have been you telling me you were coming over, so don't even start, doofus. And you haven't even told me what it is you want to talk about," Gwen said as she sat down on her bed, stretching her arms.

"Um, yeah, right…" Ben realized he wasn't even certain just what his reasons for coming here were anyway. "I…"

He wanted to say he missed the antagonism. He missed having someone to bounce insults off. He needed someone to match wits with who wasn't interested in bullying him or talking school. What he needed was an equal who understood him, at least on a superficial level. He needed a… friend?

"Need to talk with you about this summer."

"You're going to have to be more specific. This summer was a lot."

"I mean, have you been getting an itch? Like, something you can't quite scratch?"

"I don't follow."

"I… It's tough to explain, but it's almost like I miss it."

"Miss the whole hero gig?" Gwen could empathize, but she was more content projecting sympathy to keep up appearances. She didn't need him pestering her to go out chasing down robbers or rogue aliens.

"Not just that. I miss the sense of… You're going to think I'm insane if I tell you this."

"I already think you're insane, doofus."

"No, I mean proper, 'WTF' shit."

"Spill." Ben was being uncharacteristically cautious with how he spoke, which only further fueled Gwen's curiosity.

"It's almost like… like I miss the sensation of being on the receiving end of a gun. Like I miss the idea of getting shot. Of having rockets homing in on me. Of being in mortal peril. I miss the fact I could die at almost any given moment. And I get it, that sounds so fucked up, but I don't think I was ever this anxious around, so say, Vilgax, then how I've been at my own house! I want something to sneak up behind me and shoot me! I want to be in danger again. I'm checking my flanks in class every day because I expect someone to pull out a blaster!" Ben turned to look at Gwen, behold a wide-eyed glare containing both fear and wonderment.

"Are you being honest? Like, you're not just saying this to get under my skin?" Gwen said.

"Why would I lie about that of all things? If I was trying to screw with you, I can think of some funnier ways to do it."

"You're... right. Then you're going to have to treat that feeling you have seriously."

"What are you on about?" Ben asked.

"I, uh, God, I don't even know where to start," Gwen said.

"I figured you'd say something like that," Ben said as he shrugged.

"But I do want you to understand that you're not alone in this. I know we both processed what happened this summer… very differently, but you don't have to isolate yourself from us."

"Gwen, it's not a huge deal. Hell, if anything it shows how tough I've gotten! I'm so badass I can't even be normal anymore! I've got a drive to kick some evildoer ass."

"Ben, I don't think that's the right takeaway from all of this—"

"Why wouldn't it be? Just goes to show I'm in this business for the long run!"

"Ben, I know this won't make much sense to you, but you should see someone about this."

"What? Other than a reporter for an interview?"

"No, I mean like a doctor. What you're talking about is… It's not something most people ever know about," Gwen tried to think of better ways to phrase the matter, but knowing Ben, anything that sounded remotely sentimental would send him packing.

"No duh! I've got a watch that turns me into aliens!"

"I didn't mean that, doofus. I meant the part about… You just need to see someone."

"Okay, let's assume for the sake of argument, I do. Then what? What doctor would ever believe a story about turning into aliens? And even if they did believe me, what's gonna stop them from telling the whole world?"

Gwen was about to object, but realized he had a point. No adult would ever believe the story of his life, of their lives. It would just be written away as some overactive imagination. And any way he could prove it would also advertise to the world their double-lives.

"Then see Grandpa about it."

"Why drag him into all this? The man has enough things going on in his life to keep him busy for a while. Besides, who even cares so long as I'm saving lives?"

"Apparently you. You cared enough to come here at midnight and talk to me."

"You're right, and that was clearly a mistake on my part. And it looks like the watch recharged. See yah, dweeb," Ben said as he walked to the window.

Gwen reached out to grab him, but by the time she'd done so, he'd already been consumed by green light. A sharp wind came through the window, which she could only imagine was from the rush of XLR8 taking off at high-speeds. She withdrew her hand and peeked outside her window, observing as the rain poured down on the vacant street.