One.

With the small vial pinched between his thumb and forefinger, Kevin gave the glass container an experimental shake. He scrutinized the potion inside with a frown. "It doesn't look all that powerful," he said finally.

And he's right. For something that took months to prepare, the result is rather unimpressive. It looks like mud but has the consistency of yogurt. Shimmering flecks of green and blue are suspended in it and they spark ever-so-slightly whenever the two colors meet.

Before Gwendolyn can respond, Rook speaks up. "I do not wish to question your capabilities as a magic user, but… are you certain that this is a good idea?" He hesitates. "In my experience, Ben does not like being forced to speak openly. He has only been emotional with me once when discussing Feedback, but even then, he seemed rather closed up and begrudging about doing so."

"I'm sure," Gwendolyn says with more certainty than she feels. "Think of it as tough love, Rook. He might be mad for a little while, but this is for his own good. Bottling up everything that he feels isn't good for his mental health."

The subject of Ben's emotional state makes Kevin visibly uncomfortable though, to his credit, he's already agreed to stick around for the twenty-four hours that the potion is supposed to last. "Maybe we shouldn't be messing with him, though," says Kevin reluctantly. "I've had my own experiences with Tennyson's "delicate" side. I don't think pushing it will make him thankful."

Their trepidation is understandable. In all honesty, Gwendolyn doesn't like this plan, either. She wishes that she could get Ben to talk to her organically, but it seems like such a thing was impossible.

She sighs heavily, plucking the truth serum from Kevin's grasp and holding it carefully. "You guys, I know how you feel, but… you haven't been there. I've been with Ben since he first got the Omnitrix and our entire lives before that." A pause. She's never told this to anyone before, but if Gwendolyn is going to force Ben to open up, she ought to be willing to do the same. "He's changed," she says finally. "When we were younger, I thought that maybe he was just too immature to understand how serious the situation was. Even though I'd seen how passionate he could get about protecting people — Grandpa and me, especially — I wanted to deny it. Childhood rivalry, you know? But when he lost Feedback… He didn't leave his house for a week, and when he finally did, it was to demand that Asmuth take the Omnitrix off."

It feels wrong to talk about this. It's Ben's story to tell — his pain and his loss. But the silence between the three friends is so tense that it's palpable. Gwendolyn swallows the lump in her throat and continues.

"He got better after that. Aliens stopped trying to kill him regularly and he eventually got used to sitting back and letting the authorities handle criminals. But he was still… changed. Too mature. Too serious. And I know that sounds ridiculous to you, Rook," she says as the Revonnahgander arches an eyebrow, "but Kevin, you joined our group just when Ben got back the Omnitrix. Wasn't he different?"

For a second, her boyfriend looks like he's going to disagree. But then Kevin pauses, considering something, and finally nods. "...yeah. He was way more intense. Couldn't even take a joke for a while there."

Gwendolyn nods. "It was his coping mechanism," she explains in a soft voice. "We thought Grandpa was dead. He hadn't been a hero for years — and the last time he'd used the Omnitrix, he'd gotten cocky and lost something precious to him. But he was expected to pull together a team and stop an empire from invading an ill-prepared planet." She shakes her head. "You weren't there, Rook, but it was… bad. Sometimes he wouldn't sleep for days. I hardly ever saw him eat anything besides smoothies and chili fries. I didn't know how bad it was until his mom mentioned that he was going through their Tylenol like candy…"

Silence. This time, Rook is the one to break it. "What changed?" He asks gently. "The Ben that I know is nothing like that. His Plumber file makes no mention of a drastic shift in personality." Despite the typical formal speech pattern, Rook sounds genuinely concerned.

"He started winning again," Kevin supplies. Realization has dawned in his eyes. "We just took down the Highbreed and stopped a war with a handful of allies. He got an ego. What teenager wouldn't?"

"Exactly," Gwendolyn agrees. "Ben was back on top of the world. Grandpa was alive after all and Ben had succeeded with probably the most difficult task he'd ever had. It went to his head. So his coping mechanism changed. When things got serious again, when he lost the Omnitrix to Vilgax…" she chuckles, weakly. "Oh, you should've seen him, Rook. He was so serious, all over again. I didn't even recognize him. I still don't know what gave him his confidence back, but after that, it was like a switch was flipped. He was cocky and didn't take anything seriously. But when he had to…" The memory of Ben's promise to kill Kevin still makes her shudder sometimes. A part of her had been convinced that Ben would go through with it.

"Now that you mention it," Kevin cuts in with a frown, "he didn't start getting really dismissive until Rook became his partner."

Both humans turn to look at the Revonnahgander, who holds his hands up in surrender. "I have not noticed any dramatic change since becoming Ben's partner," he promises. "The Ben that you know today is the only one I have ever dealt with."

"It doesn't matter," says Gwendolyn before Kevin can reply. She holds up the serum and both men go quiet. "We can hear it all from him once we use this. It's for his own good, you guys. I promise. This beats the alternative."

Rook and Kevin lock eyes. Without opening their mouths, a silent agreement is reached between the two. With a sigh, Rook looks away first, a guilty but firm set to his expression. Kevin manages a weak smile for his girlfriend. "We're in," he supplies. "Let's do this thing."

Two.

Slipping the serum into Ben's system is the easiest thing that Kevin has ever done.

For someone who's been attacked as many times as him, Ben is surprisingly trusting. Kevin offered to get him a refill on his smoothie and just poured the entire vial of foul-smelling serum into it. Tennyson doesn't even hesitate to chug the entire thing.

"How long until that thing is supposed to kick it?" Kevin leans over to whisper to Gwendolyn. Thankfully, Ben is preoccupied at the moment by showing the "straw wrapper worm" trick to Rook.

"I'm not sure," Gwendolyn admits with a frown. "It's forbidden magic, Kevin. Potions, in general, are taboo. A lot of details for most of them have been lost over the ages."

Kevin sighs but doesn't snark back. It's not like she can do anything about it now. The serum's already been ingested, so whether it works or not, they'll be finding out soon enough.

After a few more failed attempts, Rook clears the wet straw wrappers off of the table and throws them away. When he comes back to their table, Ben is laughing good-naturedly.

"Don't worry too much about it, Rook." He grins. "I think it's cute how hard you try to understand human culture."

His statement doesn't immediately register. But when it does, Rook almost falls over. His jaw goes so slack that Kevin worries it's been dislocated. "Did… Ben, did you just call me cute?" Rook asks, dumbfounded.

Even stranger is the unabashed nod that Ben gives. He takes a sip of his smoothie but gets nothing but air from the empty plastic cup. "Yeah, duh. You're adorable, Rook. I think it's because of how "cat-like" you are, but it might just be your personality. I haven't decided yet."

There's a beat. Ben doesn't seem to realize that he's even spoken at first, but it's obvious when he does. His face goes even more shocked than Rook's, eyes big and jaw unhinged and skin flushing with embarrassment. He lets go of the smoothie, letting the container clatter to the table as he slaps both hands over his mouth. "I didn't—" Ben struggles to say, voice muffled, but he never finishes. The serum won't allow him to lie and say that he didn't mean it.

The idea that it might have actually worked is so unbelievable that Kevin doesn't know what to say. He honestly hadn't planned this far ahead. What is he supposed to do now, start asking emotionally-compromising questions? They're in public!

Gwendolyn doesn't have this reservation. She narrows her eyes and, without missing a beat, leans forward and asks, "Ben, do you actually like my new look?"

For a second, Ben looks confused by the question. But uncertainty quickly gives way to horror as he realizes that his mouth is opening without his consent. "I like it in the sense that you're my cousin and I love you, so I'll accept whatever you want to look like, but c'mon. You look ridiculous. What was wrong with the old look? I thought that you were really pretty."

Is that supposed to be a compliment or a criticism? Kevin can't tell. He glances at his girlfriend, but Gwendolyn looks just as torn over whether she ought to punch Ben or hug him.

Before she can decide, the hero stumbles to his feet, empty cup in hand once more. He staggers towards the counter, shaky but relieved when his mouth asks for a refill the way that his brain wanted. Refills are two dollars, so Ben tosses the money through the window and snatches the smoothie away. He removes the lid and, in a move that floors everyone at the table, tilts his head back and finishes the entire thing at once.

The look on Ben's face is weirdly intense for such a ridiculous action, but his eyes are firm and scared when he takes his seat again. "Sorry about that." He manages to mostly hide his unease behind a smile. "I'm not sure what came over me. I didn't mean to say any of that."

Kevin spares a glance at Rook across the table, then at his girlfriend, sitting next to him. They all seem to be thinking the same thing. Should they tell him? Would letting Ben know that it's not his fault make things better or worse? Should they just let him wander around all day, unknowingly speaking his mind for once, or do something to warn him?

In the end, Gwendolyn makes the choice for them. She shakes her head, giving Ben a supportive smile. "It's fine, Ben. I'm glad that you're relaxed enough to be truthful."

The hero doesn't look convinced. "Yeah…" Ben says doubtfully. "Guess so…"

They settle into an uneasy silence. The conversation picks back up eventually, but Ben does his best to stay out of it.

Three.

Considering the circumstance, Gwendolyn and Kevin have already gone out of their way to clear their schedules in order to be with Ben and Rook the entire day. Normally, his Proto-TRUK would be cramped from the added passengers, but Rook had planned ahead as well and taken the liberty of widening his cabin somewhat. It wasn't a huge difference, but with humans, every inch of personal space mattered. Especially given Ben's current mood.

Normally, he had the window seat, so it was easy for Ben to pout and stare glumly at the streets if he felt like doing so. But with Kevin and Gwendolyn added to the truck, Kevin takes the window seat and Gwendolyn sits between her boyfriend and her cousin. Ben seems to be equally uneasy around all of them after his earlier statements, but shifts just that much closer to Rook. The space between Ben and his cousin is little more than a sliver of air. Regardless, every millimeter helps Ben breathe easier.

At first, the awkward atmosphere is tense and suffocating. Rook is quick to dissolve it, starting up a strained conversation with Kevin about the legality of tachyon engine modifiers just to keep the silence away. He rolls the windows all the way down, something that Rook hardly ever does, and Ben seems to appreciate the rushing wind. He leans his head on Rook's shoulder and fixates his gaze on the view out the windshield, silent.

The idea is to push Ben, of course, but now that the opportunity has finally presented itself, none of them are entirely sure how to continue. This whole plan was Gwendolyn's anyway, so Rook decides to let her call the shots.

He feels a bit like an outsider in this situation. As much as Rook prides himself in keeping up with Ben's files and being an attentive partner, he can't pretend that reading brief summaries of Ben's exploits could ever compare to actually being there. He isn't sure what he wants to ask now that he's sure to get a truthful answer. How much has Ben been hiding from him, really? And did it justify betraying his trust the way that they were?

Before Rook can dwell further on his guilt, Ben suddenly lets out a groan. He tetters to the side, almost laying on top of Rook. He almost reminds Ben that doing so while he's driving is unsafe, but holds his tongue at the last second. Nothing that Rook is about to say is something that Ben hasn't heard before. He knows that it's unsafe — he just doesn't care.

"Guys, would you stop with the boring car talk?" Ben sighs irritably. "It's like listening to another language, except that the Omnitrix can't translate nerd!"

Kevin snorts. "That's a lot of big talk from someone who still collects dolls," he replies without missing a beat.

Ben bristles, pushing himself off of Rook to heatedly focus on Kevin. "They're not dolls, they're collectibles! I'll have you know, they're incredibly rare and limited edition! You have no idea how fast they sell out — sometimes I have to fly to Japan and wait in line for hours for the chance to get my hands on some."

The atmosphere turns awkward again. Ben looks stricken, but before he can attempt to take any of that back, Kevin forces a chuckle. "Wait in line? With how much they love you over there? I doubt that, Tennyson."

"It doesn't work like that," Ben says, frustrated. "I've had enough experience with my own merchandise to know that it's—" And this time, he catches himself. Looking stupefied all over again, Ben slaps a hand over his mouth to keep himself from saying anything more. A valiant effort, but it comes too late.

"Your own merchandise?" Gwendolyn is stunned. "Really, Ben? How long have you had that going on? Is it just on Earth, or–?"

The answer doesn't come immediately. Words are threatening to spill out from Ben's lips, and it's only his hand and his flimsy belief that no one will wrench his arms back that's keeping him from spilling everything, uninhibited. The anticipation doesn't last long. He keeps it up for a few seconds more before the pressure building in his throat becomes too much.

"I did it right after Albedo had that Ben 10: Live! show a year ago!" He blurts out, fingers clenching like they're desperate to hold onto something. "I didn't want my face being advertised across the galaxy so I've got an official trademark on my identity. I get royalty checks every time someone uses me to sell their product. Most of it fixes the damage I cause when I fight, but I've got mountains of taydenite in a Plumber-secure vault away from base—"

That must be saying too much. Ben suddenly yanks the collar of his hoodie up, shoving it in his mouth and biting down frightfully hard in order to force himself into silence.

Rook spots a good place to pull over and parks the car, turning the engine off. He's not sure if stopping will help Ben relax any, but he doesn't want to risk crashing. His head feels a little too stuffed to focus on the road.

"Wait, so you mean to tell me…?" Kevin starts slowly, "that pretty much this whole time… you've been loaded?"

Speaking is too much. But the serum forces a reply anyway, and Ben meekly nods before pulling his hood tight over his messy hair. Both hands tug on the draw strings until only Ben's nose is still visible. It's like he's trying to sink into a ball and melt into the Proto-TRUK's upholstery. The seat belt must be digging into his side painfully, but Ben hardly seems to notice. Or, he just doesn't care.

Hesitant, like it's their first day as partners all over again, Rook places a hand on Ben's shoulder and gives a reassuring squeeze. "Ben," he coaxes gently, "why did you hide this from us?"

A sigh. Rook worries for a moment that Ben is going to choke back the answer if it kills him but, slowly, he turns his head and loosens the hood enough for Rook to make out his green eyes eerily placed against the shadows of his face. "Because," Ben mutters, barely audible, "you guys barely get public recognition for all you do as it is. I didn't want to give you another reason to resent me. Or worse, another reason to like me."

No one is quite sure how to reply to that, so they don't. Rook turns the TRUK back on and the next hour passes in silence.

Four.

Nothing dramatic has even been said yet, and Gwendolyn is already regretting this. A part of her almost wants to call the whole thing off, but no. That truth serum had taken months to prepare and she'd waited even longer for the perfect opportunity to use it. She's going to stick this through. It's the only moral choice at this juncture. Anyway, it's not like the serum has a cancellation spell or anything like that.

But if this is how she's taking it, when Ben hasn't even gotten to the emotionally vulnerable part, then she doesn't know how she's going to keep herself together for the rest of it.

The silence in the cabin of Rook's vehicle is only broken by the beeping of his Plumbers' badge. Without looking away from the road, Rook activates it. "Yes?"

"Crime in progress," a female voice answers him. Gwendolyn doesn't know her, but it's probably whichever cadet was assigned to monitor duty for the afternoon. "Undertown. Buildings being blowing up. Can't miss it."

"Consider it handled," Ben replies, smug. He's clearly still uneasy, but Gwendolyn is too relieved to see him coming back to himself to care if it's a front. She wants vulnerability, yes, but not when buildings are being blown up. "Floor it, Rook. With Gwendolyn and Kevin helping out, this should only take a minute."

The two partners share a smirk that leaves Gwendolyn feeling oddly uneasy. She's quick to push the thought away, though. She has no right to feel jealous. Leaving was her choice. If she's upset that Ben has bonded so well with a partner over a team, then she only has herself to blame for that. Either way, she keeps her mouth shut as Rook ends the call and whirls them around expertly in the middle of traffic, speeding towards the nearest entrance to Undertown.

Again, the cabin falls to silence, but it's not tense this time. It barely lasts a minute with how fast Rook is going. At one point, Gwendolyn can almost swear that their tires have left the ground. Still, Rook knows how to handle his own truck, and they come skidding to a stop amongst the rumble of one of Undertown's markets without any mishaps.

"There." Ben points to their left where, sure enough, explosions are going off and sending debris flying. "Kevin, get any civilians to safety. Gwendolyn, you try to control the fire and debris. Rook, you're with me. Let's take this guy down."

His voice doesn't leave room for argument. And, surprisingly, Gwendolyn doesn't feel any disagreement. Even Kevin only nods before hopping out of the passenger seat. He absorbs the metal alloy of the Proto-TRUK before darting off to do as told. It feels like old times, having Ben take the lead. It's good to see that he hasn't fallen out of practice.

Fire management isn't the most action-packed job, but Gwendolyn manages it easily in her Anodite form. Fire needs something to burn and air to fuel it in order to keep raging, so she fixes this simply by cutting off its air. From her perspective, floating above the burning buildings, the area is covered in pink bubbles. Mana is air-tight — ironic, for something that's supposed to be the lifeforce of the entire universe. The fire is snuffed out easily and she notices Kevin grumbling as he deposits arm-fulls of small aliens at a safe distance from the smoldering remains of the market.

Before Gwendolyn can help him, she's swiftly reminded of what started the fire in the first place when Rook is sent flying by her. She catches him with a mana platform, dimly impressed that he hadn't been screaming despite being flung like a rag doll. "You okay?" Gwendolyn asks worriedly as she brings him to float at her side.

Scowling, Rook wipes a bit of blood from his cheek. "As Ben would say, it was a lucky punch. Just bring me in low."

He's even starting to sound like Ben. How long has it been since Gwendolyn last visited Bellwood, anyway? She'd never realized before just how much time she spends apart from her cousin. Guilt settles, cold and heavy around her shoulders, like a blanket, but she ignores it.

Together, they speed back towards the fight. Rook gets to his feet, crouching low over the mana platform like he's surfboarding. Once they're close enough to see the enemy, Rook slings his Proto-Tool over his shoulder and takes aim. For a second, Gwendolyn has trouble telling Ben apart from who they're supposed to be fighting. His fault, really, for picking Four Arms to fight a Tetramand in such a cramped, smoke-clogged area.

It doesn't matter. Rook pulls the trigger just as they shoot past, skimming the dirt, and a thick length of rope lashes around the Tetramand's ankle. Gwendolyn faintly recognizes that it's Gorman, the ex-Plumber that was giving their weapons to Psyphon. How he got out of prison, she doesn't know, but those questions can be answered later. Their momentum yanks Gorman's foot out from under him, sending him flying after them and crashing through the heated rumble of already half-destroyed market stands. There are grunts of pain and swears, but most of them are covered by the splintering of wood.

Abruptly, Gwendolyn bings them to an immediate stop. Rook topples so far forward that she has to catch him to keep him from hitting the ground, but Gorman fairs the worst. As soon as they stop, Rook lets the tether free and sends the Tetramand skidding across the ground like a stone over a pond.

Breathing hard but grinning from the buzz of adrenaline, Gwendolyn lets her human skin cover her again. Gently, she lowers both her and Rook to the ground. Gorman won't be getting back up. He stirs in the pile of rubble crushed underneath him, but groans before going limp. The Plumbers who had been on standby take the opportunity to rush forward and get energy cuffs on him.

The Omnitrix powering down sounds from behind her, and Gwendolyn turns in time for Ben to wrap his skinny arms around her. She blinks, stunned, but he pulls back just as quickly.

"That. Was. Awesome!" Ben exclaims, hair windswept and grin impossibly large. Over his shoulder, Gwendolyn can see Kevin approaching, metal covering slipping away to reveal skin. "Man, I thought I was going to have to just keep punching and punching until he dropped from exhaustion, but that was just—! Wow, I really miss doing this with you two." He directs this statement at Kevin as well, looking between his cousin and his best friend happily.

"You do?" Rook asks, one eyebrow arched. He does a good job at looking curious, but Gwendolyn can sense a thin vein of hurt undercutting it.

Evidently, she isn't the only one. "What, is Rook not cutting it?" Kevin is frowning, offended on behalf of his friend. "I saw what happened, Tennyson. Rook did half the work."

Very quickly, Ben is backtracking, hands held up in surrender. "No, I'm not saying that I don't like fighting with Rook! Of course I do!" He protests. "I mean, having a partner instead of a team is still kinda weird, but not in a bad way. I mean—" He glances at Rook, growing more frantic as his words start to slip out without control, and says the only thing that comes to his mind. "In a lot of ways, I think that Rook is a way better match for me than Gwendolyn and Kevin ever were!"

That was the wrong thing to say.

Gwendolyn starts to say something — what, she isn't sure — but Kevin beats her to it. "'Better'?" He repeats, scowling. "Listen up, Tennyson. I can't even begin to count the number of times I've saved your sorry butt, and—"

"I didn't say that you were bad or anything!" Ben cuts him off, frustrated. "Look, I just think that a partner works better for me than a team, and Rook meshes with me really well!"

"If he's really all that, then why did you miss fighting with us at all?" Kevin gestures between himself and Gwendolyn. She starts to stop him, coax her boyfriend into calming down before his hurt makes him say something that he'll regret, but it's too late. "What's the reason, Tennyson? Is it just harder for you to take all the credit? Sick of sharing the spotlight, huh?"

The words hit sharper than a whip. Ben recoils, looking ill, but doesn't hesitate to answer. "I missed fighting with you because I love you guys," he says, voice far steadier than he looks. Speaking doesn't help. The hurt becomes frustration as Ben struggles to swallow the truth, his soft voice building into a shout the longer that he continues. "You don't get it. I wasn't a hero when we became a team again, I was just a guy with an old watch. I couldn't have gotten anywhere by myself, not back then. And I guess not now either, because nothing ever changes, does it? You two are still going to pick each other over me, just like you always have! Just like when you left! I always knew that I was a third wheel, even before you started dating, but you two just left and now you're acting like I'm the bad guy for trying to salvage a bad situation!" He's just about screaming now, red-faced with anger and humiliation. "And why can't I just shut up?"

There's a bright flash of light and before Gwendolyn can do anything to stop him, Ben has sped away as XLR8 and there's only a cloud of dust where he was standing. "Ben!" She shouts after him but he either doesn't hear, or doesn't care.

Either way, all Gwendolyn can do is watch, struck speechless, as her cousin disappears in the time that it takes her to blink.

Five.

As soon as the words have left his mouth, Kevin regrets saying it. He doesn't even know why he's so upset. He refuses to acknowledge the possibility that the source of his indignation might be the hurt settling in his chest. Why would he be hurt? For once, Ben is right. It was Kevin's choice to leave. He chose his girlfriend over his best friend so, if Ben likes his new partner more than their team, Kevin only has himself to blame.

Not that he cares which Ben prefers. What does that matter?

"I can track him," Rook says, breaking the silence. He takes his Proto-Tool into his hands, expertly converting the weapon into a screen. Kevin can't see what it looks like, but he's got a funny feeling that it's displaying the Omnitrix symbol racing across Bellwood. "Kineceleran are fast, but my truck will be able to gain on him with little difficulty. By the looks of this, he is not going very far. I doubt that he will be leaving the city limits. If we leave in the next minute, we can—"

"Can put even more pressure on him than we already have?" Gwendolyn interrupts, frustrated. "No. We should let him go. Ben needs to be by himself right now."

Kevin feels a small inkling of dread as Rook's eyes narrow. Silently, the Revonnahgander places the Proto-Tool back over his shoulder. Nothing is said at first but then, quietly, "I am tired of listening to you pretend as though you know what Ben needs."

Immediately, Gwendolyn bristles. "Excuse me?" She snaps. "Do you have any idea—?"

"What you have experienced with him over the years? Plenty." Rook meets her glare head on. "And yet, only now, after seven years, do you seem to care about what being a hero has done to his mental health. If you had any idea about what Ben needs, then he never should have gotten this bad."

Gwendolyn's face falls as she swallows a discontented rebuttal. Before Rook can say anything more, Kevin steps between the two, doing his best to look firm. In truth though, his thoughts have been nestled on unsteady foundation ever since he saw the genuine hurt that his angered statement had caused his best friend.

"Yelling at her isn't going to fix this," Kevin says warningly. He might not agree with Gwendolyn, but he also isn't about to let someone shout at his girlfriend. Biting back a sigh, he turns to her. "Look, I think Rook's got a point. Not about you being wrong, but… we should go after Ben. I don't think we should let him be alone." It makes Kevin uncomfortable to admit this level of caring, but he's worried. As XLR8, there's nothing stopping Ben if he decides that he should just keep running.

Turning away, Gwendolyn gives a brief nod. "Okay," she agrees. She looks lost in thought so Kevin doesn't push her to reply.

Their walk back to Rook's Proto-TRUK is unhurried. Kevin isn't sure why. The situation is urgent, but the loss of adrenaline has left the world feeling distant and impersonal. They cross over the burned rubble from the fight with ease, thanks to Gwendolyn's mana platforms. At least she's still aware. More or less. When Kevin looks into her eyes, all he can do is wonder how she can make the color green seem so remorseful.

Rook climbs into the driver seat, with Kevin taking the middle and Gwendolyn claiming the window. It takes a minute, but the TRUK's computer monitor is soon displaying a blue and white map of Bellwood. It's simplistic, only showing streets and buildings, and that drawback is probably why it takes so long to get a lock on Ben.

"He has stopped," Rook remarks, relieved. "But I cannot tell where he is. Is this location of some significance?" Both Gwendolyn and Kevin shake their heads, no. As far as Kevin can tell from the map, Ben is far from Bellwood, somewhere off the beaten path.

Instead of driving, they fly there. Kevin wonders if Rook made that decision because Ben isn't near any roads, or because he's just as eager to locate his partner as Kevin and Gwendolyn are. He thinks about that second possibility long and hard. Sure, he gets along well with Rook. They have a surprising amount of things in common. But they're not very close, on an emotional level. Kevin would call Rook a good friend, but nothing like a best friend. Nothing like a brother, the way that he's come to see Ben. He wonders how Rook views his relationship with his partner. Are they best friends now? Had Kevin missed that change? When had they gone from Ben saying, "I don't always get him, but he's cool," to him saying, "Rook is a way better match for me than Gwendolyn and Kevin ever were"?

Ben is right. They really have been away for a while.

The Proto-TRUK touches down on a cliffside. It shifts back from a ship into its unassuming plumber-truck look. Rook steps out first, tense and frowning. "I do not understand," he says finally, as Kevin follows him out. "The tracker said that the signal is coming from here. But I do not see Ben, nor the Omnitrix. He would not take it off to leave a false lead, would he?"

Offering his hand, Kevin helps his girlfriend out. She doesn't really need it of course, but he doesn't want her moving so much when she's trying to track something. Gwendolyn can't see when her eyes light up pink like that, and Kevin knows how easily embarrassed she is. Tripping wouldn't help her feel any better than she already doesn't.

"He's here," she informs them, straightening up as the mana glow from her eyes stops. For a moment more, she says nothing else. Kevin and Rook share a look, then follow her gaze.

The cliffside that they've landed on is a sheer, 90-degree vertical drop straight into the ocean. Bellwood doesn't have a lot of cliffs, mostly residing flat at sea level, but it's only then that Kevin notices just how far out of town they are. The city is far in the distance to his left, cast in shadows by the setting sun. Is that really how much time has passed today? It feels like it's only been an hour since this whole thing started and yet, there's the sun, so low that it looks to be balancing on the gently bobbing waves in the distance. From this position, it looks like the ocean goes on forever. The boats that seem so imposing from the harbors look as small and as insignificant as insects.

Briefly, Kevin wonders why Ben would enjoy a view like this. It makes him feel trivial.

The silent spell is broken when Gwendolyn jerks her head to the side, extending her arm to point out the recently smashed bushes. "He's here," she repeats. "He's just underneath us."

The irony in her word choice makes Kevin grimace, but he says nothing. Rook leads the way forward, following the fresh path stamped into the underbrush. It's well hidden, but years of pounding ocean vapor had worn out a path in the sheer cliffside. The group of three follows it carefully, watching their feet as it winds its way lower and lower.

It empties out into what could almost be considered a cave. Truth be told, Kevin isn't entirely sure what to call it. It's too open to be a proper cave — winds from the sea steadily carve away at it, bringing the shaded area down another few degrees. The "cave" goes so far back that, in the light on the setting sun, they almost miss Ben completely.

Kevin only notices that he's there by the light of the Omnitrix, pulsating a steady, toxic green. He's briefly surprised to find that Ben's eyes aren't glowing, too. They're so bright that sometimes Kevin still gets surprised when they don't light up like glow sticks in the dark.

Nothing is said. Ben sits in silence, perched on a rock low to the ground. His legs are stretched out in front of him, back hunched forward so that his chin can rest on the palm of his hand. The shadows have an odd effect on the lines of his face, digging the creases deeper and making the smooth, unblemished areas shimmer. It's impossible to tell if Ben is looking at them or at the ocean.

"How did you find a place like this?" Gwendolyn asks, breaking the silence as she steps towards him. There's a hush to her words, the kind of reverence that speaks of how precious this all feels.

"During a fight," Ben replies without looking at her. His voice is clipped and his words, careful and deliberate. "It was a year ago, before…" He tilts his head, eyes darting towards Rook. Any further explanation is unneeded. "I don't even remember who we were fighting, just that I got knocked pretty good. Crashed into the mountain. I think there's still a Chromastone-shaped hole there if you wanna take a look. But the point is, I spotted this alcove and was curious enough to check it out a week later." It doesn't look like he wants to continue, but without his permission, the words come anyway. "I've been coming here at least once a week since then. It helps me calm down and think.

"I was hoping that it would help me figure out why I can't keep my mouth shut today, but no such luck, I guess!" Ben is suddenly on his feet, hands thrown up in frustration while he paces the cramped space. "I don't get it! I've handled everything fine for years now, but for some reason, today is the day that I can't hold it all back! What the hell? Ugh!" Finally, words have failed. He's reduced to cursing and muttering, tugging hard on his hair and his shirt like he's no longer comfortable in his own skin.

Kevin can't watch it anymore. He knew this was a bad idea, he knew it, and he's done with watching his best friend have a mental breakdown. So, without thinking, Kevin caves. "Gwen did it!" He blurts out.

His girlfriend whirls, but whether it's to lecture him about using "Gwendolyn" or to snap at him for giving her up, he'll never find out. Her mouth hasn't even opened when Ben goes stiff.

"'Gwen did it'?" He echoes, questioning. When Kevin doesn't acknowledge that, Ben turns his glower towards his cousin. "What's Kevin talking about? Did you have something to do with this? Gwendolyn?"

There's a beat, but then, like a punctured balloon, she deflates. It's not a physical change, but Kevin can see the look in Gwendolyn's eyes change that moment that she decides to be honest. It would be hypocritical to do anything else. Her right hand glows with mana for a moment as Gwendolyn peels away reality to skirt around the laws of physics. Charmcaster's old spell book, which had been left safely in her library back on the college campus, rests comfortably in her palm.

The small book is stuffed with page markers and notes, but Gwendolyn opens to the right spell with ease. It's towards the back of the book, where the pages themselves have been blackened by the cruelty of the forbidden lessons which it contains. Guilt creases Gwendolyn's face, but she hands it over to Ben without a word.

"Remember when we were ten and Charmcaster switched our bodies around?" She asks, looking away. "I ended up with her spellbook, which you know, but I never wanted to risk trying the darker spells until… Ben, I'm so sorry, I just couldn't—" Her apology stops abruptly when her spell book goes flying by her, arcing straight over the edge of the alcove and down towards the ocean. Gwendolyn lets out a choked, panicked sound, and lurches after it. A mana bubble protects the book, but loose paper falls like confetti towards the sea foam.

Bringing it back up, Gwendolyn clutches the book protectively to her chest and turns back to Ben with a heated glare. "Do you have any idea how many years of research that's been? You nearly ruined all of it! Ben, you can't just—!"

"Can't what?" He shouts right back, surprising everyone with his force. "Can't break your trust like that? Yeah, it must really suck, huh, Gwen?"

The use of her nickname causes Gwendolyn to wince. For all of her anger a moment ago, she just as quickly backtracks. "Ben, please—" She tries, but he doesn't give her the chance to say more.

"No! No, you don't get to stand here and make me feel bad for how I live my life when you aren't even around to see most of it anymore!" He snaps at her. "How many times have we seen each other since you and Kevin left? Ten times, maybe? It's been a year, Gwen! We're seventeen now! Do you know when the last time I went without seeing you for even a week was? Way before we were ten! And you just packed up and left and you couldn't even be bothered to tell me ahead of time! You two meant everything to me, and you just—!" Ben lets out a sound like a wounded animal, grasping for his coherent thoughts. They don't come. Instead, he focuses on his anger and lets it pour. "I know how stupid you like to think I am, but c'mon! I'm not brain dead! Your classes started in the fall and college admissions close in the spring! Which means that, for at least five months, you and Kevin knew! You knew that you had been accepted, knew that you would be leaving, knew that I wouldn't be able to come with, and you said nothing to me! Neither of you did!"

Now Ben turns his glare on Kevin, and it's a force to behold. Although he's always been bigger than the hero, Kevin has to clamp down on the urge to take a step back. He feels practically microscopic. That's one thing that hasn't changed, at least, since they were kids — no one can make Kevin feel small quite as well as Ben can.

Gwendolyn looks like she's about to fall over. There are tears in her eyes, but Kevin can't tell if they're from frustration or regret. She opens her mouth. "I don't—"

"Yeah, that's right, you don't!" Ben cuts her off. "You don't have any right to force me into something like this! Did you ever stop to consider that there's a reason I don't talk about everything? Did you think of the possibility that you might not like what I have to say? Or," he snorts, rolling his eyes mockingly, "did you think that this would fix things? That we'd have a heartfelt talk and hug it out and that would repair this gap between us? A gap, by the way, that you caused!"

Maybe that's one accusation too many. Gwendolyn stiffens and she does what Tennysons always do when they're hurt — she gets angry. "This isn't about anything that childish!" She yells back at him. "I'm trying to help, Ben! This thing you're doing — where you bottle everything up and crack jokes in the hopes that no one will notice — it's not healthy! You need to let all of that out!"

"I'll tell you what I need! What I need is for you to stop acting like my mom! You don't get to decide what's best for me — not anymore, Gwen! You forfeited the right to anything close to that as soon as you jumped in your boyfriend's muscle car and left me on a street corner!" Ben steps dangerously close to her, eyes narrowed and irises so bright that it burns. "You left me to handle things on my own, so guess what, Gwen? I'm handling things on my own! You don't get to decide after barely seeing me for a year that the results aren't meeting your expectations!"

The indignation is gone. Now, Gwendolyn looks stunned. Hollow. "...I never meant to abandon you, Ben," she whispers. It looks like it takes Herculean effort to hold eye contact with him, but she manages. "I just… I just had to start putting myself first. I had to focus on my life outside of… of here."

Ben stares, impassive. "Outside of me," he corrects, so quiet that his words are nearly lost in the breeze.

A wince, but Gwendolyn doesn't reply. She doesn't need to.

Silence. Ben doesn't move, lost in thought. Then, slowly, he lets out the breath that he had been holding. "What I need," he says softly, "is to be alone. Leave. All three of you." It isn't a request. He walks by them without making eye contact, sitting at the edge of the alcove with his legs dangling over the ocean. When he glances back to see that none of them have moved, his gaze hardens. "Leave," Ben repeats, holding up the Omnitrix, "or I will. And don't think finding me is going to be that easy the second time around."

Something in the way that he says it makes Kevin believe him. Wordlessly, he takes Gwendolyn by the hand, leading her back out the narrow path that they came from. She's shaking with the effort of not crying, leaning into Kevin and squeezing his hand like he's the lifeline keeping her from drowning. And maybe he is. But he doesn't ask about it — he keeps his mouth shut and leads Gwendolyn away from the splitting suture.

Six.

Rook doesn't move.

He lets his eyes track Kevin and Gwendolyn as they leave, but he doesn't think for even a second about following them. Despite Ben's outburst, Rook's opinion on the issue hasn't changed. Leaving his partner alone at the moment would be detrimental to the friendship that he's worked so hard to develop. The past year would be worthless if Rook let all that they had built together crumble at the first provocation of a storm.

So his feet carry him forward, until he's close enough to lean down and put a hand on Ben's shoulder. The human says nothing but he also makes no move to leave. Perhaps he wants to talk as much as Rook does, or maybe he's too tired to bother running.

"You are angry," he says to Ben after a long minute. "I have never seen you act quite so brutal in your anger. You worried us by running off. You upset Kevin. You pushed Gwendolyn to the edge of tears. And…" Rook is watching Ben's back, watching how he curls in on himself at every accusation. He's wound like a coil and seconds from snapping, primed to lash out the instant that Rook gives the final say-so, but that moment never comes. "...you are right," he finishes, grim.

The fury is yanked out from under him like a rug, and all Ben does for several seconds is sit there, limp without anger to hold him up. Then, slowly, he turns to Rook with the oddest look in his eyes. "...I'm what?"

And even though Rook knows that Ben heard him, he repeats himself. "You are right. Using a potion to force you into emotional vulnerability was, as you would say, "not cool.""

Ben snorts. Clearly, he finds this to be an understatement. "Yeah, no kidding…" he mutters. He turns back to the view of the ocean and Rook follows his gaze. There's silence again, but there's no rush to break it. Rook can see his partner fidgeting, so he waits patiently for Ben to come into the words himself. "Why did you do it?" He asks eventually. "Go along with the whole thing, I mean. If you think it wasn't cool."

It's the question that Rook was expecting, so he doesn't hesitate with his answer. He can't afford to. Doing so would sacrifice what little faith Ben still has in him. "Selfish reasons. I admit, Gwendolyn's story of your personality change since you regained the Omnitrix at 15 was concerning to me. I was worried."

Unconvinced, Ben shoots him a look out of the corner of his eye. "Worried enough to magically drug me?" He asks sarcastically.

Their gazes lock, both equally as firm. Rook is deliberate. "Yes."

That wasn't the answer that Ben was expecting. Maybe he was waiting for tears and apologies and pleas for forgiveness, because the human only blinks. His mouth opens and closes a few times, lost, and then Ben scowls. He decides that he has nothing further to add, turning his back to Rook with a huff.

And now comes the difficult part. Ben won't want to hear it, but it's the truth. They might as well learn to be okay with that. "I would do it again—" Rook starts.

"Seriously, dude?" Ben cuts in with a groan. "After everything that just happened? I—"

"—and I would hope that you would do the same for me," he finishes.

The emotional whiplash is jarring to witness. More proof, in Rook's opinion, that Ben needs more help than just "talking things out" with friends. His anger is gone like Rook flipped a switch, and now Ben only looks confused. "You… you what?"

But at least now Rook has his attention. He keeps his face set in a serious scowl, hoping to silently convey everything that they're both too scared to say. "Ben, your behavior is deeply unhealthy. Your need to keep everything bottled up and hide your feelings with jokes speaks of much more serious mental health problems." He pauses. Then, expression softening, Rook continues, "I am glad that you yelled at Gwendolyn. It seemed like you needed to say all of that."

Ben is quiet. He drags his nails along the stone ledge absentmindedly. The rock, soft from millions of years of being soaked in water vapor, peels like clay under his fingers. "...yeah," he finally admits, shame creeping into his voice. "It felt good. Like I should've done it a long time ago. I didn't want to upset her, though."

A smile on his face, Rook gives an amused chuckle. "And what is so wrong with being upset?"

"I don't know, it's just— not nice." Ben tries to seem sure of himself, but the attempt falls flat. His statement comes out more as a question. He looks as confused as he sounds.

He had avoided it up until now, but Rook lowers himself to Ben's height, sitting down gracelessly. It's always made awkward by his clunky armor and disproportionate limbs, but Ben is kind enough not to say anything about it. Once situated, Rook sighs. "You spend too much time thinking about what is nice, rather than what is necessary," he says gently.

"I…" Ben struggles for the words, but they don't come. He looks away, head hanging in defeat. "I guess you have a point." A beat. That could have been the end of their talk, but Ben surprises him when he asks, tentatively, "Would it be weird to hug you?"

A hug? They weren't something typical back on Revonnah, but Rook understood the significance of what Ben was asking from a human perspective. Humans needed physical comfort. They got this from individuals that they trusted and felt safe with. And Rook was supposed to be Ben's best friend, so who better to hug? He quickly grew uneasy, avoiding Ben's questing stare and shifting where he sat. "Have we ever hugged before?"

"Not that I remember," Ben replies, biting his lip, "but we could give it a shot?"

Rook almost bursts out laughing. Ben sounds so unsure and worried and just the faintest bit hopeful. He desperately wants laughter to dissolve the tension like it always does. Instead, Rook says, "You are remarkably bad at this."

It doesn't make Ben laugh, but he manages a smile. And considering what his mood had been before they had this talk, Rook will consider that progress. "Yeah, I know," he replies earnestly.

The uncertainty doesn't stop them. And while it's a little clunky at first, Rook soon figures out how to best fit his long arms around Ben's small frame. His Proto-Armor can't be very comfortable, but Ben presses close like he needs this more than he needs air. After a moment, one of Rook's hands settle in Ben's hair, fingers gently stroking down his scalp. The action makes the human tense, unsure, but Ben just as quickly relaxes back into it. He doesn't seem to care if there's armor between them or how weirdly their body proportions fit together. So, out of respect for this tender moment, Rook closes his eyes and lets Ben enjoy it.

For a moment or two, anyway. "You should speak with Gwendolyn and Kevin," Rook tells him. "They would be relieved to know that you are alright."

A petulant shake of the head and Ben's reply comes muffled as he tries to work his way closer. "I don't wanna."

Though Rook sighs, it's more fond than exasperated. He could easily push Ben off of him, but it would accomplish nothing. This is something that Ben needs — actually needs, and Rook can tell by the way that his partner unconsciously squeezes tighter whenever he threatens to pull away. "You cannot avoid them forever. You are not the type to hold a grudge," Rook tries to sound chastising, but his amusement gives him away.

Keeping his head down, Ben bites back a chuckle of his own. "At least," he replies, "not for longer than a few minutes."

A few minutes is doable, Rook decides. He keeps his arms around Ben, eyes focused on the dying sun framed against the horizon. Maybe they should have a few minutes to waste like this more often.

Seven.

Gwendolyn refuses to cry. She's not going to get misty eyed over what Ben told her. But she still sniffles, shaking, and leans heavily into Kevin's embrace. He's quiet, letting her ramble, and she appreciates it more than he'll ever know.

"I hate this," she whimpers, curling her fingers into his shirt and gripping tight. "I c-can't even say that he was just angry. Thanks to that stupid potion, I know he meant every word. How long has he resented me for leaving, Kevin? I didn't think that it would affect him this— this much! How would I have known? He never to-told me!"

Rough, calloused hands stroke through her hair. Gwendolyn stops talking just long enough to breathe. "This was an awful idea! If I could take it back, I would, but what if he never wants to talk to me again after this, Kevin? Wh-what if he's mad at me for the rest of our lives? We were already drifting apart, but— but what if he doesn't believe me when I say how awful I feel about doing this to him?"

From behind her, there's a snort. "Honest?" Ben asks, voice mocking.

She turns just in time to see Rook elbow her cousin in the side. It makes Ben wince, but he remembers himself. His angered expression softens into one of hesitance. He glances at Rook, who gives the human an impatient gesture to continue. And even though Ben really doesn't want to, he still sighs and gives in.

"Look, I…" Ben steadies himself before looking her in the eyes. "I'm still really mad at you. At both of you." He gives Kevin a pointed look. "And you," he adds, tilting his head towards Rook. "But I want to talk to you, Gwen. Alone."

Alone? That doesn't sound good. Gwendolyn turns around to look at Kevin, but all he does is shrug. He looks as unsure as she feels. Ben has never been like this before. It's uncharted territory and she's worried that they won't come out of it the same. But then again, that's her fault, isn't it? The least she can do is face her mistake.

"Sure," Gwendolyn agrees. She steps away from Kevin, closer to her cousin, but it feels like there's miles between them.

Ben makes no effort to move. He looks between Gwendolyn and Kevin, before turning towards Rook. There's a pause, but then the Revonnahgander seems to understand what Ben wants. He nods, walking over and grabbing Kevin by the elbow. "Enjoy your talk," Rook says as he opens the doors to his truck. "We will wait here for you to conclude." Luckily, Kevin takes the hint. He gives Gwendolyn one last reassuring look before climbing in. Good thing that Rook landed with the truck facing away from the cliff.

She's brought back to herself by the sound of Ben's footsteps. Gwendolyn turns to him, but he's walking away from her, towards the edge of the cliffside. For a moment, she isn't sure if she should follow or not. But when Ben stops just a foot from the sharp drop, she takes a deep breath and finds the courage to join him.

Nothing is said at first. Ben is lost in thought, transfixed by the setting sun. Anxiety is building, but Gwendolyn knows that she has no right to interject. She's done enough pushing for one day. So, she waits.

Next to her, Ben shifts. How long have they been standing here now? One minute? Ten? "Sometimes," he says thickly, "on really bad days, I dream about trillions of people screaming while the universe tears itself apart."

Stunned, all Gwendolyn does is blink, lips parted with surprise. "You've been having nightmares?" She puts her shock at the back of her mind, trying to focus her thoughts. "Ben, why didn't you tell me? I would have—"

"It's not a nightmare," Ben interrupts, looking uncomfortable. "It's a memory."

Well, this isn't at all how Gwendolyn was expecting this conversation to go. Her mouth feels dry and her body goes cold as she pales. "Memory? Of what?"

Ben sighs. When he does that, it feels to her like he's far older than his seventeen years. It makes her wish that she had never been so eager to draw the ugliest parts of him into the light. "I've created the universe twice, Gwen," he tells her, and he sounds so tired. "And only one of those times did I actually save it."

Then it clicks into place. "You mean when you were put on trial by the Celestialsapiens for recreating the universe?" She asks. Even after the trial, she had to admit, there was a part of Gwendolyn that still didn't quite believe it. Sure, Ben was powerful, but not that powerful. Right?

"You don't sound like you believe it." He turns to her then, one eyebrow arched. "Didn't you watch the trial? It was viewed all over the universe."

Gwendolyn feels her face heat with embarrassment. She looks away, nervous. "Well, there were midterms going on that week and one of my grades had slipped to a B and Kevin had gotten in trouble for behavioral issues at his new job and…" They aren't looking at each other, but Gwendolyn can feel Ben's gaze drilling holes in the back of her head. She gives in, trailing off with an apologetic shake of her head. "I heard about it. Kevin filled me in."

There's silence for a moment while Ben decides whether or not he should be upset with her for that. He must realize that he's already got plenty to hold against her at the moment, because Ben only sighs before continuing. "Yeah," he confirms, voice hollow. "It happened a few weeks after you left for college. One of the Contemelia ships appeared in the sky and anchored itself to Earth. Me and Rook went to check it out. There was a lot of hassle, but we ended up finding the Ani— the, um, Aran—"

"Anihilaarg," she corrects gently.

"Yeah, that." It sounds like he couldn't care less. "It was set off. I turned into Alien X, but I was too late. I couldn't stop it. Alien X protected me from being erased with everything else, but I could see everything being torn apart and hear everyone in the universe dying." The way he recounts this story, so detached and impersonal, makes her chest ache.

"Oh, Ben…" Gwendolyn reaches out to put a hand on his shoulder. He looks so solitary, his profile framed next to the darkening sky, and it's so not Ben that it's upsetting. "That's not—"

"That's not the bad part." Frustrated now, he turns from her, and she lets her hand fall back to her side. "The bad part was that I couldn't bring it all back. I just had to do my best to remake it. All of it. And I couldn't even do that correctly." He kicks a rock resting next to his foot, glaring after it as it tumbles into the ocean. "I got the grape smoothies flavor wrong, I got my own hoodie wrong… what else did I get wrong? Kevin? Rook? You?" The anger falters. He turns remorseful, unable to look at her anymore. All Ben can manage is quick glances between her and the horizon — as though she'll vanish if he looks at her directly. "Gwen… you're not even really my cousin. You're not the Gwen that I spent that summer with when we were kids.

"I asked Paradox about it once, you know." He pauses to take a deep, shaking breath. "I wanted to know what you and Kevin would have been like in my universe. I just… wanted to be sure that I didn't— didn't get you wrong."

Gwendolyn shudders. She feels cold, for a reason entirely separate from the breeze and ocean spray. ""Wrong"?" She repeats. Her voice sounds like it belongs to someone else.

If he hears her, Ben makes no acknowledgement that she's spoken. "Paradox couldn't tell me. He said that he couldn't see the future of something that didn't exist." He looks at her finally, but she wishes that he wouldn't. That look in his eyes is so empty that it can't possibly belong to her cousin. "It's gone. Gwen, I can't even go back in time to see it all again. This is it. This wrong universe is all I have left. I'm not a hero," he tells her, and he says it with such conviction that she wonders how often he's said it to himself before. "I let everyone I care about die and then I replaced them."

"Ben, don't say that!" Gwendolyn clamps her hands down on his shoulders, whirling him to face her. He looks surprised, but doesn't try to pull away or protest. "You can't control everything. You were just making the best of a bad situation! Blaming yourself for something like that won't fix anything!"

But he's already shaking his head, shrugging her hands off. "I should have done more. If I'd tried harder, found another way, then maybe…" His mutterings trail off as he glances sadly to her. "But then you wouldn't exist. And you're still Gwen, I still love you like my cousin, it's just…"

The words don't come. Somehow, Gwendolyn manages to smile for him. "Different?" She guesses, stepping closer.

He blinks, unsure, but smiles. It must be relieving to have someone understand. "Yeah."

This time, when Gwendolyn touches him, Ben relaxes into it. She wraps her arms around his neck, pulling her cousin into a tight hug. And if either of them shed a tear or two, then the other is kind enough not to mention it.

"I'm sorry, Ben," Gwendolyn whispers into the crook of his neck. She holds him closer, as if she can undo all of their mistakes if she can just keep them here, like this. "I can't fix your problems. It was naïve of me to think that it would be as easy as just getting you to talk."

He chuckles, but it sounds weak. Forced. "You meant well," he says, smoothing her hair down and leaning his cheek against the side of her head.

It's almost forgiveness, but not what Gwendolyn wants to hear. She's unsure if she should even be asking this but the need to know is burning in her chest. "Do you forgive me?" She asks him softly.

If it were possible, Ben only hugs her tighter. "...not now," he admits, and to his credit, he does sound sorry about it. "Later, maybe. I don't want to think about it right now. I just want to keep doing this." To emphasize his point and make sure that there's no misunderstanding, he gives a gentle squeeze.

When was the last time that they hugged like this? When Gwendolyn left for college? The memory of his downcast face in the rearview mirror makes her bury her face in his neck. "I think that can be arranged," she mutters.

In response, Ben places a kiss on the top of her head.

Eight.

The wonder twins have been off on their own for about twenty minutes now. Ordinarily, Kevin wouldn't mind being excluded while the two hugged and cried or something like that, but he had a problem of his own. See, he had been left alone with Rook, and the guy hadn't stopped staring at Kevin since they got into the Proto-TRUK.

It would have been unnerving in the best situation, but as much as Kevin tries to pretend that Rook isn't there, it doesn't work. He can't ignore the holes being drilled in his skull. He can't even turn the radio on as a distraction, all too aware of Rook's presence. Kevin doesn't want to move or talk — hell, he barely even bothers to breathe. It feels like even the slightest twitch will make this stand-still crumble.

Rook coughs. Kevin stiffens, then cracks.

"What's your problem?" He snaps, whirling on Rook. "Dude, seriously, just look out the window like normal people! The staring is really creeping me out!"

And that asshole has the nerve to be amused. Rook chuckles, but frustratingly, still doesn't look away. "I believe the better question is, what is your problem?" He asks. "Ben may be talking to Gwendolyn, but it is clear to see that you have something that you need to tell him, too." The grin fades, replaced by a serious look that makes Kevin's stomach drop. "You and Ben do not talk a lot, though you both clearly have a cell phone and care deeply for each other. I have often wondered why that is."

Under the intensity of Rook's gaze, Kevin has to fight not to squirm. "I don't know, man, I just—" he groans. "What am I supposed to do, huh? Send him a picture every time Zed does something cute? Text him whenever something funny happens at work? Call him when Gwendolyn's too busy studying to talk? Who's got time for all of that?"

Kevin knows that he's said too much the second that Rook smiles. For a guy who's only been on Earth for a year, he's gotten scarily good at picking apart human emotions. "You have time for that," Rook says matter-of-factly. "It is perfectly alright to miss him, Kevin. You do not have to pretend that you do not care. You and Ben have been friends for long enough that he would not think less of you for it."

"Yeah, well—" Kevin struggles for words, glaring, before turning from Rook with a huff. "Who asked you, huh?" He mutters, crossing his arms.

He can feel Rook's scowl, even without turning back. "Need I remind you," he lectures, "that forcing Ben into honesty and then refusing to match those expectations yourself is both hypocritical and cruelly deceitful."

"Ugh!" Kevin throws his hands up with a shout of frustration, turning to Rook with a scowl. "What do you want me to say, huh? My relationship with Ben isn't like that! We're not the kind of guys who just— talk. Even before everything changed and we hung out, we were doing something. Like watching a movie or playing video games or training his newest aliens. What we had was— it was nice, alright? Is that what you want me to say? There's been enough change already, and I'm not gonna risk ruining a good thing."

Rook is quiet. At first, Kevin hopes that that will be the end of the conversation, but that soon proves not to be the case. "Have you considered that not changing it will hurt your friendship?" He asks. "Ben misses you and Gwendolyn both. I believe that he has made that abundantly clear today. You should talk to him more often. He would like that."

Frustrated, Kevin squeezes his eyes shut and lets out an annoyed groan. "I don't— I don't know how to do that," he admits. It's completely foreign for him to have to be this open, but he can tell with a glance at Rook that he has to keep going. "I've never had someone as important to me as those two, alright? Ben and Gwen… don't ever repeat this, or I swear you'll regret it, but… I think I'd die for them, if it came to that." He pinches the bridge of his nose, struggling to keep talking.

It takes enormous effort, but every word feels like ten pounds have been lifted from his chest. "Things with Gwen are good right now. Really good. I've never felt so comfortable with someone before. I'm always worried that I'm gonna say or do something that'll ruin it. Like maybe the next time I go crazy is the last time she'll vouch for me. Ben, he's… it's easier to keep him away. You may be his best friend, Rook, but you don't get it. He's like a brother to me. I'm only here today because he saw enough good in me to give me a chance. I don't want to mess all of that up. My life has been a struggle from day one, but things have never been this good before. I can't— I can't risk it. I don't know what I would do if I lost them."

He's surprised when a hand lands on his shoulder, giving a gentle squeeze. Kevin looks up, blinking owlishly as Rook smiles at him. "That is a beautiful sentiment," he commends. "You should tell him. Both of them. And more importantly, you should apologize. I believe that Ben will be more than forgiving."

Kevin starts to refuse. He can't say any of this to them. What if they don't feel the same? What if they laugh at him? What if everything he says is for nothing and they all end up drifting apart anyway? No, he can't risk it. Emotions are vulnerability. And he's lived enough years on the streets to know what happens when someone leaves themself vulnerable.

Before Kevin can say any of this though, a sharp tap on the window causes him to jump. He turns, and is relieved to see the smiling face of his girlfriend on the other side of the glass.

She's saying something that he can't hear, so when Kevin opens that door, all he gets is, "—learned my lesson about black magic, at least, and Ben—" Gwendolyn doesn't finish, clamping her mouth shut with surprise when Kevin steps out and wraps his arms around her.

She laughs, dizzy with alleviation as she wraps her arms around him in turn. "This isn't like you," Gwendolyn murmurs in his ear, but she doesn't sound upset. Actually, her voice is fond as she strokes her fingers through his hair. "Did you talk with Rook while we were busy? He must have said something really moving to get you like this."

It would be easy to brush her words aside or just ignore them. Kevin could keep holding her and she wouldn't think twice about it. And it's tempting. The words that came so easily with Rook stick in his throat now. The thought of Gwendolyn rejecting him, of his friendship with Ben fading… Sure, honesty has always been a risk, but aren't they worth that risk? After all they've done for him, don't they deserve that much?

Abruptly, Kevin pulls back. Gwendolyn frowns, looking up at him curiously. "Kevin?" She says his name so casually. He's never told her how nice it sounds in her voice. "Are you alr—?"

For the second time, he cuts her off. But this time, it's by pressing their lips together. She's addicting, like this. Sometimes, Kevin can feel the tinges of mana that kept the likes of Michael Morningstar so fixated on her. Energy hums between them, but Kevin knows that it isn't her magic. It's just her. When Kevin kisses her, all he can feel is her weight in his arms, her hands around his neck, the softness of her skin and her curves. When they kiss, they're just two humans in love. It's magical in a way that her mana can never replicate.

"You know," she mutters against his lips, pulling back just enough to speak in between her quiet pants, "I'm getting pretty tired of people cutting me off."

He chuckles weakly. "I'm sor—" Kevin goes to say, but she surges into him like a wave, reconnecting them so that they only sound is their soft breathing. He can't bring himself to be annoyed, grinning as he runs a hand through her hair and pulls her closer.

"I did so not need to see that!" Ben's loud complaint ruins their moment. Just as quickly as she was drawn into him, Gwendolyn pulls back, glasses lopsided and face red with embarrassment. Despite Ben's disgusted tone, he looks amused as the two smooth their clothes back down. "C'mon, guys. This could've been a nice moment, then you had to go and do something like that. Did you forget that there were other people here?"

Behind Ben, Rook is standing with his arms crossed. He seems content to watch, but when he locks eyes with Kevin, he gives an incline of the head. "Come on," Rook's stare seems to say. "Tell him. You will regret it if you do not."

Rook is right, of course. He always is, even when he's not talking.

So Kevin takes his advice. He steps forward, swallowing his nerves. Ben tilts his head back to make eye contact when Kevin stops in front of him, looking unsure and a little confused.

"Listen," he says when Ben starts to speak. Surprised, the hero obediently shuts his mouth. "I'm going to tell you some things that I've never said before and that I'll probably never say again, so listen go." This is it. The moment of truth. Kevin takes a deep breath. "I'm sorry."

Ben is so taken aback that he has to bite back a laugh. ""Sorry"?" He repeats. "You? Kevin, I don't—"

"I'm not done yet," Kevin cuts him off, placing a hand on Ben's shoulder. The touch must communicate that he's being sincere, because the amusement on Ben's face vanishes, leaving an unreadable expression in its place. "I'm sorry for going behind your back with this little stunt. I'm sorry for a lot of things. I've made a lot of mistakes in my life, Tennyson, but one of the biggest is that I didn't tell you sooner how important you are to me."

Both of them are equally surprised by that statement. Kevin hadn't been planning to take it this far, but a glance at Rook gives him the encouragement that he needs to keep going. So, determined, Kevin sets his face in a scowl. "I mean, I started dating your cousin in less than a year but it took me almost twice that you call you my best friend. I wouldn't be here if it hadn't been for you. I should have been more honest about that a long time ago. And, something else…" Kevin forces himself to make eye contact with Ben, so he gets a front row seat to the look on his best friend's face when he finishes, "I love you, Ben." Turning around, he takes Gwendolyn's hand with the one that isn't on Ben's shoulder, pulling her closer. "And I love you, too," he tells her. "I should've said that to you a long time ago."

With watery eyes, Gwendolyn nods. "Yeah," she agrees hoarsely, "you really should've."

Kevin is the one to pull them both into a hug, but neither cousin seems eager to pull away. He glances at Rook, and though the alien looks apprehensive, it only takes a jerk of Kevin's head to convince him to step forward. Ben easily makes room for Rook, pulling him into the hug with a surprising amount of strength. And it's awkward, of course. Group hugs aren't really their thing. There are elbows jammed into uncomfortable places and a lot of reaching so that their height differences aren't so obvious. Kevin doesn't mind. He feels Gwendolyn rest her head on his chest, Ben's arm locked around his waist, and Rook's soft exhales as silence settles around them.

When they finally pull away, it's because Ben is squirming. But he's also laughing, grinning even when he gets his arms free and punches Kevin in the arm. "That's for agreeing with Gwen," he says jokingly. And he holds his fist up for a bump, which Kevin happily returns. "I love you, too. Even if you'll probably punch me if I ever bring this up again." Ben takes a deep breath. Maybe, like the rest of them, he's feeling an enormous weight fall from his shoulders.

"I'm going," Ben announces suddenly. He actives the Omnitrix, taking a few steps back as he cycles through his playlist.

"Going?" Worried, Gwendolyn steps towards him. "Going where? Ben?"

Unlike his girlfriend, Kevin isn't concerned. He shares a look with Ben, trading smiles, and knows immediately that things are going to be fine.

He waves his hand dismissvely towards his cousin, turning from them. "Just going to get a smoothie and fly around. I could use some time to think. By myself, this time. Seriously, guys. I'm actually really glad that we talked about this, but give me some time alone. Alright?" Ben waits for them to nod before he relaxes. "Thanks. I mean it."

The three of them hang back. Kevin keeps a hold on Gwendolyn's hand, giving a gentle squeeze. There's a flash of green light, and Ben stands in front of them as Big Chill. He hesitates a moment, staring at his friends, before spreading his wings and taking off into the sky.

Once he's disappeared from sight, Rook lets out a sigh. "I will make sure that he is home safely by midnight," he promises them. "But some time alone will probably help all of us."

Gwendolyn nods in agreement, eyes still fixated on the sky. "You're right," she says. "And after that… we've all got a lot of work ahead of us, rebuilding that trust."

It probably won't be easy or fun, but Kevin doesn't mind. For the rest of the evening, he would be unwinding with his girlfriend. Come sunrise though, he would start taking Rook's advice to heart.

These people were too precious for him to let them slip away.

Nine.

The moon is low in the astronomical twilight by the time Rook tracks Ben down.

He hadn't been at Mr. Smoothies, hadn't been had home, hadn't been at the Plumber base, and even though Rook knew that checking would turn up nothing, Ben hadn't been at his secret alcove either. It would be easier with the tracker, but it feels like a betrayal to use it now.

It's only through luck that Rook actually manages to find his partner. He's driving near Bellwood's harbor when a faint green light in the distance catches his eye. When it remains steady, Rook pulls over and parks his Proto-TRUK by the boardwalk. He steps out, an untouched smoothie in hand, and begins to navigate his way down the craggly rocks. It's slow going in the dark with only one hand, but Rook manages.

He approaches the water's edge. The stone gives way to smooth rocks, rounded by the ocean currents. Through his armored boots, Rook barely notices. He spots Ben's shoes and socks a safe distance from the water, kept dry. He wonders, briefly, why Ben wouldn't choose to relax in the soft sand, but soon receives his answer in the form of a loud splash.

Standing only a foot from the lapping ocean, Ben picks up another rock and throws it as hard as he can. He spares a glance at Rook when his partner stops at his side, but otherwise doesn't seem to be aware of him.

Several more rocks are thrown and swallowed by the waves before Rook finally finds his voice. "There is a strong possibility," he says slowly, "that you will be the last person to touch that rock until the end of the world. Assuming that humans never evolve to be aquatic."

Ben grunts in acknowledgement. He picks up a flat pebble, running his thumb over the smooth surface before flicking it sharply into the water. It skips three times before a small wave catches it and it finally sinks. "That's pretty depressing for you, Rook," Ben remarks. He doesn't take his eyes off of the water. "I always thought of you as more of an optimist. Well, compared to me, anyway."

The act of rock throwing doesn't seem to be very productive, but Rook gives it a try, anyway. He picks one up, tossing it underhand. The splash does nothing for him, but Ben sees this and tosses another one of his own.

"I disagree with both of those statements," Rook tells him. "I find there to be a certain peace in knowing that no one else will touch that rock for the three billion years until the sun expands and swallows this planet. In a small way, are you not leaving your own mark on this world?" He watches Ben throw another rock before adding, "And you are nothing if not an optimist, Ben. I have never known anyone to fight as hard as you do."

After that, Ben goes quiet. He throws another rock, but it seems more half hearted this time. Automatic, rather than something that he actually wants to do. The legs of his pants are rolled up and cuffed just below his knees. Even in the darkening twilight, Rook can see that his legs are wet and so are his pants. Still, Ben steps forward into the water. The rocks can't be very comfortable on his feet, but he doesn't seem to notice.

"Sometimes," Ben says, cranning his head back to look at the stars, "I wonder if we would still be such good friends if I hadn't recreated the universe. You were more serious back then. I can't help but think that I might've made you different. Like, more willing to be my friend. Maybe I was so lonely without Gwen and Kevin that I forced you to replace them." He laughs bitterly. "When did you stop being my partner, Rook, and start being my best friend?"

Luckily, Rook's armor is waterproof. He sets the smoothie down safely on the rocks and steps into the ocean, walking forward to place a hand on Ben's shoulder. The human doesn't turn, but Rook can feel the way that he relaxes, almost against his own wishes. "If that is the case, then that version of myself has missed out on something wonderful," he says honestly.

Caught off guard, Ben turns to face him. Nothing is said at first, but then Rook smiles. If Kevin can say it, then so can he. Here, in the moonlight with the ocean slowly beating against him, Rook feels isolated from the rest of the universe. There's no imminent threat, no one demanding their attention, and nothing to distract Rook from what he's been denying for so long.

How hypocritical of him.

"I love you, Ben. You are the best friend that I have ever had and I cannot thank you enough for that." And before Rook can change his mind, he pulls Ben against his chest and hugs him tightly.

Ben's mouth moves soundlessly for a moment. "I…" he starts to say. "Rook, I—"

He doesn't get to finish. Rook clamps his hand down over his partner's mouth, shaking his head as he pulls away from the hug. "Do not say it," he says firmly. "Not now. Gwendolyn's potion only lasts for twenty-four hours. You can say it as often as you want, once you have control of your mouth again. Are we in agreement?"

Behind Rook's hand, Ben is grinning. He nods quickly and, once they're both sure that his treacherous mouth won't take off without permission, Rook pulls his hands away. "I brought you a smoothie," he says, so that Ben won't have to speak. Rook walks the few feet back to where he left it, turning to hand it to Ben. "Gwendolyn recommended this flavor."

Skeptical now, he only takes the smoothie when Rook gives it a pointed shake. Ben takes an experimental sip through the straw, making a face. "It's grape," he says, frowning. "It's… it's still so…"

"Different," Rook finishes for him, sympathetic. Looking away, Ben only nods. After a pause, Rook continues. "Is different really so bad?"

Instead of answering, Ben takes another sip. "No," he admits quietly. "I guess it's not."

They stand there, comforted by the rocking waves and cool air, until the smoothie is long gone and Ben has lost all feeling in his feet, Even though Rook promised to get Ben home safely by midnight, they sit by the ocean until the sun finally begins to peek over the horizon.

It's not perfect, but it's progress. And Rook will take that for one day.

Ten.

A/N: I'm awful at writing good angst, but this idea just wouldn't leave me alone. Truth potions drawing out the ugliest parts of people? Hell yes. I hope that it was good for a read, though. It ended up so much longer than I planned it. This is the longest oneshot I've ever written.

I've been on a Ben 10 kick recently, guys. I've got a lot of other oneshots lined up and some multi-chapter projects in the works. I've listed a few of them on my profile, actually, if you want to take a look at them. I made a poll at the top of my profile to see which people would be most interested in, so answer that to be sure that I get your feedback!

Side note, does anyone even know where Bellwood is? It's so inconsistent. It looked landlocked in the original series, then in AUF it has an evergreen forest and it's close to a desert, and in Omniverse it's got a harbor by the ocean. What the hell is with this city?