Disclaimer: I do not own Ben 10.

A/N: A superhero AU inspired by the works 'Cheza-Belle' on Deviantart. If you're a Bwen fan, check out her stuff. Its really neat.

Gwen weaved through the hail of bullets, laughing, purple ribbons trailing her waist and mask as she moved. Most missed, and those that came close were caught on her mana. The charm of luck never allowed for anything more than a grazing shot, and those her shielding could handle.

Turning her run into a slide, she slid in between the legs of the large man trying to shoot her, only to pop up behind him and zap him with lighting. "Try a little harder boys!" She called out, poking her tongue out at the rest of the group as the largest of them went down a spasming mess. "You won't last five minutes at this rate."

That got the desired response alright. Grit teeth, red faces for those that weren't masked… and of course weapons leveled at her, be they gun or knife. Her mother would probably faint if she could see Gwen now, staring down a group of thugs in skintight black suit with a purple sash and a mask. The girl herself smirked, mana pumping through her muscles, lending her strength and speed beyond what any group of random mobsters could deal with.

Before they could really get going with the good stuff though, a voice sounded from the rafters above that sent a spike of annoyance through her.

"You won't last one." A blue and white blur entered her field of vision before descending upon the mobsters who, overwhelmed, barely had time to scream before they were knocked out and tied up.

Gwen glared balefully at the immobilized group of mobsters before turning her angered stare on her 'rescuer.' The helmet that blocked most of his face from her was familiar, as was the white cape. The rest of his uniform was changed in accordance with the form he'd chosen, the one that gave him blue skin, black lips and roller blades for legs.

And a tail, she remembered when it slapped the ground testily, the only indication of annoyance she got from him.

"Ultra." She greeted, cordially but coldly, glaring behind her mask. She never needed that much of a disguise, the charm of Bezel would derail any thought about guessing her identity so she'd luck out of being discovered.

"Lucky Girl." Ultra greeted in return, transforming back into his 'human' form with a flash of green, the strange legs and fore-paws shifting back into those of a boy, clad in silvery white pants and gloves. At least, she assumed he was a boy. Minor voice modification aside, he was slender and just a little bit shorter than her, so he was probably below her own sixteen years. He sure didn't act like it though. While normally she would celebrate a kid that knew responsibility, Ultra always caught her at the wrong time for her to appreciate it: during her donwtime and by bugging into her business.

"I had those." She pointed out testily.

"And now you have them faster. You're welcome."

She almost thought he meant that ironically, but those lips never quirked an inch and the rest of his helmet told her nothing. Her daytime self and him would probably get along famously. Gwen Tennyson always followed the rules, never played around, didn't stay up late and didn't cause trouble. It worked fine most of the time, but sometimes she just needed to let of steam. Lucky Girl had become her escape.

And this asshole comes along and marches boredom right back into my life…

"I didn't want your help, Ultra, I wanted a fight! Would it kill you to leave some for me to have my fun with?"

His mouth curled down a little in distaste. "This is not 'fun', girl. It's duty. If you want to go have fun, go do so at a playground with the other children."

Gwen was about to point out that he was a kid himself, to the best of her estimation, when his helmet made a beeping noise and he tensed, before shifting back into the blue lizard skater form. She needed a better name for that thing.

"What's happening?" She asked, taking a fighting stance and looking around.

"Exo-skull and his cronies near the town hall." Ugh. Not that creep again. Ultra turned to leave.

"Hold up! I'm coming along!" She told him. No way was he stealing all the fun again.

He turned to her and actually smirked, black lips peeling back over fangs. "If you can keep up." With that he raced away and Gwen swore foully before gathering her mana, feeling her hair start to tingle as it glowed pink and a purple aura settled around her, green eyes glowing emerald and the three charms of Bezel humming with power where they were strapped to her thigh.

He was faster than her, but he needed to mind the terrain. She could fly and phase through buildings. Blasting off, aura flaring bightly, she raced in the direction of the town hall, the sounds of fighting quickly finding her. Landing, her aura shifted to its regular (and easier to maintain) blue. Ultra had beaten her there and was fighting a good dozen robotic rhinos, the Exo-skull lurking in the back. She could tell by the crystalline blades that extended from Ultra's arms that he had shifted into one of his stronger forms and he was preoccupied with the tough robots.

He wouldn't last if the mutant decided to step in though, so she decided that her fun for the night would be to mess up that big jerk. Charging a lightning bolt, the charm of electrokinesis focusing her mana, she let it loose at the giant creature, effectively gaining its attention. Sauntering closer, she put a hand on her hip and smirked cheekily, raising one finger to beckon. "Ready for a real challenge, freak?"

Exo-skull huffed, red mechanical armor snapping into place. "I came her to gore Ultra, but I guess you'll do as an hors d'oeuvre, Lucky Bitch." Without further ado, the monster charged and she barely managed to dive out of the way. Hearing him crash into a building behind her (and hearing the building break) she decided that she needed to keep its attention focused on her, and keep it still.

She might be in it for the mayhem, but hero work was just that: hero work. And heroes didn't let innocent people get hurt. It was one of the few things she and Ultra could agree on; and seeing as they had run into each other several times a week for the last three years and never agreed on much else, that was quite the accomplishment.

Turning around, she zapped the monster with a lightning bolt again, sustaining it this time. The beast screamed, but she paid it little mind as it struggled to lumber up to her again, fighting its way past the shocks running all over it. With a cry of effort, she doubled down on the amount of mana she put into the attack and was satisfied to see the lightning strike become even more intense, damaging its armor in places. When it finally managed to make its way to her, it raised its fist to slam down on her. She stopped the attack and evaded the blow just in time, shaking her head to clear the dark spots from her vision. She might need actual sleep to recharge later. The monster noticed.

"Wasting all your power on an attack that only slowed me down. Not the brightest, are you girl?" He goaded. Gwen only smirked in response, panting slightly.

"That was rather the point, moron."

Before the beast could respond, it was picked up by Ultra, who had shifted into his largest, four-armed form, and slammed into the ground with enormous force, shattering the creature s damaged mechanical armor… as well as the pavement and causing a shockwave that might as well have been a small earthquake.

As it lay dazed amongst its broken armor, Ultra pulled out a null-void projector and aimed it at him. Flipping the switch, Exo-skull was sucked in. Gwen was just in time to wave cheerily at him before he disappeared.

In the ensuing silence, Gwen looked around the battlefield, seeing a lot of wrecked buildings and even more wrecked robots. No human casualties though. Turning to Ultra, she took a flourishing bow. "You're welcome." She sang at him, only to curse inwardly when her tiredness got the better of her and she started to tip over. Guess I overdid it on the stalling tactic…

Before she could fall though, a steadying hand found her shoulder and Ultra, now in his human form, helped her stand upright. Looking around, the boy probably noticed the encroaching sirens. Police were never that happy with vigilante justice, even if it worked. Buzzkills. "Hang on." He told her, before shifting into his fiery form, the heat emitting from his chest doubling easily. But not so much that Gwen couldn't latch onto his neck when he launched himself into the air, using flames to propel them at high speed.

Gwen found the flight rather exhilarating in its own right, but would probably have enjoyed it more if she wasn't avoiding the ridiculous heat coming off his face. She thanked the luck charm again for making all the flames narrowly miss the arms she'd thrown around his neck.

Flying up to the top of a tall building, Ultra landed and returned to his human form. A long moment of silence passed where they stood in front of each other before he sighed, annoyed. "Are you going to let go?" In response, she just clung on to his neck tighter.

"Nope." She grinned, sleepily but cheekily.

He merely shifted into his ghostly form and slipped through her arms. The sudden loss of his anchoring form caused her to lose her balance and fall on her butt. Ow.

She could feel his amusement as he changed back and flipped her middle finger at him. This prompted an actual snort of amusement from the stoic hero. Huh. Well hello, Mr. Emotion, my name is Gwen, how do you do?

"We need to send you back to boy factory. Throwing a pretty girl out of your arms? Clearly defective." She asserted, rising to her feet.

He hummed, but didn't rise to the bait. The helmet told her nothing. "You did good today." He said instead, inclining his head. "You handled it cleverly, and made my job easier. Thank you."

She flushed slightly at the rare praise, but rolled her eyes as well. "I didn't do it for you."

Ultra smiled a small smile at her. "Of course. That's why you're a hero, despite your best attempts to be a troublemaker." He turned to leave, but she stopped him with a question.

"Is that why you helped me?" He froze in response, but did not turn around. She continued, shivering slightly in the cold breeze. "I was tired, am tired. If you'd left me, the police would've overpowered me and exposed me." She explained. "Would've gotten me out of your hair. So why?" She eyed his billowing (ridiculous) cape with intensity. He turned around to face her again.

There was an honest to god teasing smirk on his face as he stepped closer and crossed his arms. "Maybe I just felt like saving the pretty girl."

She stepped closer herself to smirk in his face, relishing the half an inch she had over him. His helmet made him look taller though. Her daytime self would never bother to step this close to any boy, and she'd probably put any boy who tried in a headlock. But, to be fair, Ultra had saved her life on more than one occasion. When you work the hero night shift together for a few years, you reach an understanding, even if she still didn't like the boring sod. All duty this, duty that. But he was familiar to her, comfortable.

Feeling her energy slowly return, she crossed her arms, mirroring him. "You telling me you actually felt like doing something? Because I'm still not sure if you're even human, or just a really, really advanced robot." She deadpanned. This was familiar at least. Ultra would admonish her for being reckless and selfish with her power, she would call him a bore who didn't know how to enjoy his power. It had been their routine for years, with very few exceptions. It was old hat. It held no surprises.

Which was why it shocked her when he leaned in and kissed her on the lips.

And those lips were definitely human. Like, woah.

Before she could really deepen the kiss though, he pulled back to smirk at her, breath ghosting over her face. What she could see of his was flushed pink. "How's that for a robot, Lucky Girl?" With that parting shot a stepped back and dipped into a bow before he spun on his heel and leaped of the side of the building, transforming into his fiery form to jet himself away. She watched him go until he was a distant light before she sat down on the roof, a little dazed.

Well… damn. There might be an upside to Mr. goody two-shoes after all.

Rubbing her temple to stave of a tired headache, Gwen fixed her eyes ahead, waiting for homeroom to start. Usually, she didn't need sleep on account of her magic, but tonight she'd used too much mana to keep herself running. The measly hour of sleep she'd managed to sneak in after getting back to her house and dispelling the illusion of her sleeping soundly on the bed wasn't nearly enough to restore all of her reserves.

Seeing something shift from the corner of her eye, she turned to the desk next to her, a familiar small form taking his seat beside her. Turns out Ben was on time for a change.

"Morning brainiac." He greeted, though there was a definite hint of cheeriness to the insult.

"Morning, freakazoid." She mumbled back. "What's got you in such a good mood?"

"Eh, I had a good night." He told her, waving her off. She shrugged, not really caring. Ben was tolerable at best, and they hung out because they were family, but they weren't exactly close.

"So," she started. "ready for the algebra test today?"

"The what now?" He asked, looking absolutely clueless.

Gwen facepalmed and immediately regretted it when a spike of pain shot through her skull. Wincing and taking a steadying breath she snapped at her cousin. "How did you ever pass grade school, doofus?" She muttered as she turned to glare at him.

His concerned face turned to annoyance before she could even process it. "By being awesome, duh. I'll be fine. I always am."

She sighed, exasperated. "That's not the point, lame brain! You gotta study if you actually want to make something of yourself, its not just to get a passing grade." She swore that sometimes, they'd messed up a birth certificate somewhere. No way that this idiot was related to her.

Then he looked her in the eye and she had to conclude that, yes, they were related. You just didn't get the exact same eyes by accident. Damn it. "Oh would you lighten up? Seriously, do you ever unwind?" He asked her testily. Her left eye twitched.

"I'll have you know that I take plenty of time to unwind every day." By punching bad guys at night and throwing lightning bolts around, but he didn't need to know that-

He snorted. "Now you just sound like a pervert."

It took half a second for the implication to sink in and when it did she flushed red. "Benjamin Tennyson-!"

"Ms. Tennyson! Settle down if you would. You can needle your cousin on your own time." The homeroom teacher scolded when she walked through the door, the class quieting down with a snicker at her expense. She shot a venomous glare at her cousin. He just grinned back. Gwen groaned.

"Would it kill you to be a little more serious?" She hissed to him. He shrugged in response.

"Sure. The day you unwind, I'll be serious."

Gwen pinched the bridge of her nose. She couldn't believe she was thinking it, but, sometimes, she really wished Ben was a little more like Ultra.

A/N: This plotbunny has been bouncing around in my head for a while so figured I'd better get it out of my system. Might continue it, but Reminder remains top priority. Hope you enjoyed! EDIT: I made some grammer fixes and aged them up to be 16. As a friendly reviewer pointed out, I have them act like it and it does open a few more doors for this story.