I do not own Ben 10 or any of the characters. This story takes place just before the episode Voided.

Italics mean thoughts.

Late Night Visit

Ben yawned, opening his eyes and staring at his alarm clock. It was late. About one in the morning. His brow furrowed. Why'd he wake up? He'd been having a great dream. He coucouldn't remember it, but he'd been having a great dream.

He sighed, closing his eyes again. A crash echoed from outside, followed by the sound of trash spilling across the ground. He sighed. Probably a raccoon. He closed his eyes again, but his brain wouldn't shut off now. It kept replaying the sound. something sounded off about it. He couldn't place what, though. He just somhow knew that there was. His brain began to conjure images. DNAliens digging through trash for hidden laser guns. Probably the most likely scenario, since the others included a zombie, those mushroom aliens Ben killed with foot powder as a child, and some kind of mutent racoon with four arms and porcupine quills on its tail.

He sighed, pushing himself up and walking to his window, looking out of it. The closest trashcans were across the road from their house, a pair of those noisy metal ones that always seem to be trying to make the neighbors mad. Now, however, they were tipped over, spilling across the road in the light of the street lamp. However, the bottom half was still wrapped in shadow, and he could just make out a form slumped across them. He slipped his shoes on and silently dropped out his window, raising his Omnitrix as he cautiously made his way toward the road. It wasn't until he had reached the road until he could make out the red hair, and at that same moment, he heard the voice.

"Ben...please."

Barely a whisper, but more broken and frail than he had ever heard anyone. He was at her side even before he had registered the intention to move. Her clothes were tattered, and most of her usual outfit completely missing. She had on the tattered remains of a tank top, but it was ripped off from just below her breasts, though when she had fallen it had slid up, and a pair of tattered panties that were only barley hanging on. both articles of clothing were filthy, however, stained almost completely brown, except for dark spots that he seriously hoped weren't actually blood, but that he knew, barely deeper than surface level, was definitely blood. Aside from that, at a cursory glance, he was able to make out scars, cuts, bruises, and blood over everything. Her hair was a rat's nest, matted with blood, mud, and tangled into multiple balls. It would have to be cut well above shoulder level to get rid of all the tangles.

"Gwen?" Ben rasped, choking up at the sight of his cousin so mangled and abused.

He knelt, gently lifting her into his arms before turning and looking around, suddenly afraid that whoever, or whatever, had done this to her might still be there. However, the world around them looked normal. He turned, walking quickly back toward his house, avoiding the light of the streetlamp on instinct, then heading for his room. He glanced down at her as he walked, doing a more detailed inspection. What he saw only served to increase his distress, and also confused him. He didn't understand how this could have happened to her. She had gone off on a date with Kevin not five hours ago. Unless Kevin was hurt too, or worse, nothing would have ever done this to Gwen. For all his faults, Kevin truly was both powerful and protective of Gwen. But the thing that confused Ben more wasn't the fact that Gwen was hurt, it was the scars. She had dozens of scars marring her body, anywhere she had exposed skin except for her neck, face, and hands. And all of them were a pearly white, as though they were months old. What the fuck had happened to her? And how had he not known?

He felt guilt start to crush him. He was her family. He was supposed to protect her. She had always protected him, but when she clearly needed him, he had never even noticed something was wrong. He stopped as he reached his window and looked between her and the window a couple of times. This would be tricky.

"Gwen, are you awake?" Ben asked. "Can you hear me?"

Gwen winced but didn't respond. Ben sighed before lifting Gwen and sitting her on the window sill before jumping and slipping his feet through, being careful not to drop Gwen in the process, then gently and carefully brought her through after him. He laid her gently on the bed, and then stopped, staring down at her, mind struggling to process the situation. After a moment, her eyes fluttered before opening slightly and her head lulled to the side. As she stared up at him, his eyes widened at the milky film in her eyes. She looked like she was dead.

"Gwen?" Ben asked, voice cracking.

"Ben," Gwen breathed, raising a hand as tears ran out of her eyes.

He took her hand instantly, tears of his own falling as fear gripped him. he couldn't lose her. He couldn't. He needed her to be okay. "I'm here," he rasped. "I'm here Gwen. You're safe now."

Gwen's tears began to fall faster, but she gave his hand a slight squeeze and smiled. "I...was...afraid."

"You don't need to be afraid anymore," Ben promised. "I won't let anyone hurt you again. I swear I'll protect you from now on!"

Gwen managed a small smile before grimacing and slowly struggling to sit up. Ben reached out instantly to hold her down.

"Don't try to move!" Ben said worriedly. "You're hurt really bad! You have to rest! I...I should get bandages!" He felt foolish for not having thought to bandage her before, instead letting her bleed out on his bedding.

When he turned to leave, however, her grip suddenly tightened from barely there to painful. He spun, seeing the terror in her eyes and the tears flooding down them.

"Don't leave me!" Gwen pleaded.

Ben sat beside her, pulling her into a hug, since she was already sitting up anyway. As if on cue, Gwen began to sob, her entire body shaking and trembling as she buried her face in his chest to muffle her sobs. Ben stroked her back comfortingly and gently, trying not to aggravate her wounds, and her hands clutched at him. His shirt, his neck, his shoulders. Anything she could reach, seeming to need to reassure herself that it was really him. That he was really here with her. Finally, after nearly an hour, Gwen pulled back, still crying but not sobbing.

"Gwen, what happened?" Ben asked.

"I...I didn't mean for it to happen," Gwen cried. "I'm sorry. I tried to get away. I wanted to tell you I was still alive."

Ben's brow furrowed in confusion. Still alive? What was she talking about?

"What are you...talking about?" Ben asked. "Still alive? Gwen I just saw you a few hours ago."

"You...what?" Gwen asked. "But..."

"What happened Gwen?" Ben asked, reaching up and cupping her cheeks gently, making her look up at him.

"I...I can't," Gwen said, tears beginning to run out of her eyes again. "Please don't make me."

"Okay," Ben nodded, pulling her into another hug, Gwen only barely able to keep from sobbing again. "I'll wait." He lifted his hand, staring at the blood on it. "We need to bandage your injuries."

Gwen shook her head. "Not yet."

"What?" Ben asked, confused. "Why?"

"Ben, look at me!" Gwen snorted, Ben allowing his eyes to scan her, unsure what she wanted him to look for, but knowing there was something.

He was about to say he didn't understand when it clicked. She was filthy. Dried blood, fresh blood, dirt, grime, sweat. From what little first aid she had taught him, if they bandaged her injuries like this, she was liable to get an infection. She needed a bath.

"Right," Ben nodded. "Bath first."

Gwen's eyebrow rose before a knowing smirk grew on her face. "I think you're still missing something about the situation dweeb."

"I am?" Ben asked, brow furrowing.

"Ben, I can barely move, let alone wash myself," Gwen pointed out.

Ben's face flushed scarlet and he squeaked out an, "Oh." After a moment of awkward silence, he sighed and nodded, standing and lifting her into his arms again. This time, Gwen's arms wrapped around him and she buried herself closer to him, her face betraying just how vulnerable she was right now, despite her clearly trying to put on a brave face for him.

Ben silently made his way tot he bathroom and opened the door, slipping inside and closing and locking it before gently setting Gwen on the toilet. He turned away, toward the tub, so that he could start the water, only to hear Gwen hiss sharply and a muffled cry of pain to escape her. He turned back to her instantly, seeing tears running down her face, one hand covering her mouth and the other holding a particularly bad wound on her side. Ben took all of one second to understand the situation.

"Can you stand?" Ben asked.

Gwen looked up at him in surprise before nodding. She tried to stand but her legs buckled almost instantly. Ben, having been prepared for it, caught her, holding her against him and sighing.

"I didn't think so," Ben sighed. "Here. Let me help."

Gwen nodded, pushing off of him slightly and Ben used one hand to support her while carefully pulling her top up with the other, making it a point not to look at her as he did. Finally, she managed to slip an arm free and pulled it the rest of the way off herself, dropping it on the floor before ben sat her back on the toilet, keeping his gaze averted.

"I'll get the water running," Ben said, only for Gwen to catch his hand.

"I...I'm so sorry," Gwen said. "I should have warned you. I...I want to take a shower."

"What!?" Ben asked, panic starting to set in at what that would mean instantly. "Why?"

"It's faster, and better," Gwen said, staring at the ground. "If I take a bath, I'll end up sitting in my own filth by the end and won't get clean. If I shower, I can get it all off."

Ben sighed. "I hate it when you use logic."

Gwen smiled. "One of us has to."

Ben managed a chuckle before sighing and nodding. "Okay. Shower it is."

He stood, turning the water on and adjusting the temperature until he thought it should be warm enough to be bearable but cool enough to not aggravate her injuries. "Alright, the water's ready."

"Okay," Gwen said. "Just let me...get these..." she gasped harshly again before a ripping sound filled the bathroom. After a moment, Gwen sighed and dropped the ripped panties with the ruined tank top. "I guess I was never going to wear them again anyway."

Ben's face darkened again. You can do this Ben. Chill the fuck out. It's just a shower. And she clearly needs your help. Stop freaking out. Besides, this is Gwen. And she's hurt. And it's all your fault. You were supposed to protect her, so since you failed at that, the least you can do is help her take a shower without worrying about whether or not you're going to see her naked. She's your cousin for Christ's sake.

"Are you okay?" Gwen asked, resting a hand on his shoulder. "If...I can take a bath."

"No," Ben said. "No, it's alright. You need to get clean." And why are you asking me if I'm okay? Look at yourself!

Gwen nodded, using her arms to cover her chest and crossing her legs to cover the rest. Ben kept his eyes off to the as he took held Gwen by her sides, Gwen's own hands resting on his shoulders, Ben pretending he didn't see anything in his peripheral vision, and pulled her gently to her feet. Once she was standing, Ben stepped around behind her and helped her into the shower before stepping in after her. Gwen felt the water and winced as it ran down her arm, but apparently decided it was good enough. She glanced back at Ben and stopped.

"What are you doing?" Gwen asked as Ben was about to use one hand to pass her the body wash, his left hand still helping her support her weight.

Shit, shit, shit! Ben thought. Please tell me she's not mad that I got in. "Uh...I was going to...help you."

"Ben, you're still wearing your clothes," Gwen said.

Relief flooded Ben at that. "Wet clothes never hurt anyone."

"It will if it gets you sick!" Gwen argued.

"Gwen, I'm a big boy," Ben said. "I can handle having we clothes for one night. And if not, I can change later."

"There's no need for that," Gwen said. "Just take them off."

"What!?" Ben asked, stomach twisting into nervous knots, though he wasn't sure why. "No way! I'm fine getting them wet."

"Ben stop being ridiculous!" Gwen said, turning and reaching for the buttons of his pajama shirt.

"What are you doing?" Ben panicked.

"Helping you take them off!" Gwen said. "Since you're acting like a child, I'll make you take them off."

"Gwen stop it!" Ben said, taking a step back, only for his foot to squeak loudly as it went out from under him.

He sucked in a loud breath as he started to fall. Gwen tried to catch him, but without him supporting her, she couldn't even hold herself up and ended up going down with him. Ben wrapped his arms around her on instinct, curling forward, and slammed his head into the wall on the way down, groaning but relieved she wasn't hurt.

"Are you alright?" Gwen gasped worriedly, reaching up to his head.

"I'll probably have a bump tomorrow," Ben said, wincing as her fingers found the spot he had hit. "Ow."

"It's your own fault for acting like a child!" Gwen scolded. "If you would have just taken them off like I said, you wouldn't have fallen!"

"You did it again, you know," Ben said.

"What?" Gwen asked.

"Asked me if I'm okay," Ben said.

"Why is that weird?" Gwen asked. "I care about you Ben. I always want you to be okay."

Ben blinked, staring up at her. The sincerity in her voice had caught him off guard, but as he looked into her eyes, he saw more conviction of it than he had ever seen in anyone. "I...uh...I'm not...I'm more worried about you."

Gwen's eyes widened as she stared down at him. "You are?"

"Yeah," Ben said, brow furrowing in confusion. "You scared the hell out of me when I saw you outside. You looked so hurt, and weak, I was afraid you might...but, ever since you woke up, you've just been asking me if I'm okay, when you're the one who's hurt."

He stopped, staring up into her eyes, seeing the tears running down her cheeks, yet the pure joy shining from her eyes. He was about to ask if she was okay, but he was cut off by her lips meeting his. His eyes shot wide open as she kissed him, too stunned to even respond at first. However, there was something off about the kiss, besides the tears flooding even more freely down her face. He could feel her separation, and her need from the kiss. And her frailty. Somehow, he knew that if he pushed her away, he would break her, and yet, he had to. After all, they were cousins. They couldn't do things like this. With a start, Ben realized that his body had already made up its decision and was already kissing Gwen back. Gwen sighed into the kiss, pressing herself closer to Ben, one hand moving to the back of his head and pulling him deeper into the kiss.

Ben's head began to spin rapidly as it struggled to catch up. He was kissing Gwen. His cousin. And he was enjoying it. So much so that when he felt her tongue against his lip, his own met hers instantly, beginning to slide against hers as they both deepened the kiss, beginning to map out the contours of each other's mouths. Ben's head began to spin faster. This was wrong. He shouldn't be doing this. He shouldn't be enjoying this. This shouldn't feel so perfectly right. But even as the kiss began to grow more intense and heated, still he could sense her need, her frailty. But more than anything, he felt love. That was probably the thing that finally broke him. That, or his constant need to help people who were suffering, as he could feel Gwen so clearly was. Or maybe it was just hormones. but either way, he surrendered himself fully to the kiss, one hand pulling Gwen's head in place as the other moved to the small of her back, pulling her tighter against him, Gwen exhaling a soft puff of air, sucking his bottom lip into her mouth.

Suddenly, the door handle jiggled and Gwen jerked back, eyes wide as she clapped a hand over her mouth, a mortified horror shining from her eyes. After a moment, a knock sounded.

"Ben, are you alright in there?" Carl's voice asked. "You've been in there for an hour, and we heard something fall."

"Uh, yeah, I'm fine," Ben said, hoping his voice didn't sound as panicked as he felt. "I just slipped. I'm alright. I couldn't get back to sleep so I figured I'd take a shower and hope it helped."

"Alright, well, try to hurry," Carl said. "You've got school in a couple hours."

"Alright," Ben said, Carl walking away, judging by his footsteps. Once he was gone, Ben let out a slow breath he hadn't realized he'd been holding.

"Ben I'm so sorry!" Gwen said, tears flooding down her face. "I didn't mean...I should have never done that! I don't know what came over me!"

"Hey," Ben said, pulling her into a hug, Gwen stiffening before melting into the embrace. "I'm not mad, Gwen. In case you didn't notice, I didn't exactly try to stop you."

"But...I shouldn't have-"

"Gwen," Ben said sternly. "I'm not angry, so don't apologize. I want to help you however I can. And speaking of helping, I think we got sidetracked from our original purpose for being in here."

Gwen's face flushed scarlet instantly and she quickly climbed up off of him, Ben's own face darkening even more as doing so put her entire body in his line of sight. He pushed himself up, still keeping his gaze averted, only to blink several times as his vision went black and his head numb. After a moment, he blinked the darkness away and found himself sitting in the tub again, an extremely worried Gwen kneeling in front of him.

"Ben, oh my God, are you alright?" Gwen asked.

"I think so," Ben said. "I guess I stood up to fast or something. I'm sorry."

"No, I'm sorry," Gwen said. "I didn't mean to, I swear."

"Gwen, I told you, don't apologize," Ben said. "I'm not angry that we kissed."

"It's not that!" Gwen said, on the verge of tears again. "While we were...I was...I accidentally stole your mana to heal myself. I didn't mean to, I swear. It just kind of...it was instinct."

"You...stole my mana?" Ben asked, eyes dropping to her body, unbidden, and realized that she was , in fact, completely healed.

Her hair was still a mess, but her body was completely free of open wounds. Instead, she had even more scars. Ben swallowed hard, tearing his eyes away from her body and blushing bright red again.

"We should shower," Ben said. "It's why we're here in the first place."

Gwen nodded and both stood, turning away from each other, Ben finally glancing down to where his pajama bottoms were pushing outward slightly. He swore internally. This was so wrong. He took them off, deciding to just do what Gwen had told him to before, and both of them quickly cleaned themselves, taking care to stay out of each other's way. Finally, Ben was done just as Gwen spoke.

"Ben...I need you to do my back," Gwen said. "And, see if you can untangle my hair. I don't want to have to regrow it."

Ben blushed scarlet but nodded, taking her shampoo and body wash, which she kept at his house, along with a duffle bag of spare clothes, in case she had to spend the night after a late night of hero business. He started with her hair, using the shampoo to try and loosen it, before trying to work the tangles out. However, after five minutes of absolutely no progress, probably actually making it worse, he sighed. "I can't untangle your hair."

Gwen sighed and nodded. "Alright. "Just get my back for me, please."

Ben nodded and used her body wash to gently and carefully scrub the grime off of her back, Gwen bracing herself against the wall with her hands to avoid slipping. ben fought to ignore what the position reminded him of. After another second, he let his hand fall.

"I'm done," Ben said.

Gwen moved to stand, only for her legs to buckler. In the blink of an eye, Ben had his arms around her, one around her waist, and the other about level with her lower ribs. As a result, however, the erection he had been trying to hide pressed firmly against her rear. Gwen gasped harshly and Ben's entire face turned scarlet. He released her as soon as he was sure she wouldn't fall, and turned away.

"I'm sorry!" Ben said.

"I-It's alright," Gwen stammered. "I-It happens. I-It's natural."

Ben nodded, and after a moment, Gwen got out, grabbing one of the folded towels on the wall rack to dry off while Ben rinsed himself quickly before grabbing his own towel and drying. Then, he pulled his wet pajamas back on as Gwen wrapped her towel around herself. They peeked outside before quickly heading back to his room. Once there, Ben locked the door and waited for Gwen to get dressed before turning and pressing his back against the door, watching her as she folded the towel and draped it over the back of his desk chair.

"Gwen," Ben said. "Tell me what happened to you."

Tell me what you think about the first chapter? How's it hold up to the original? For the most part, it's probably going to follow the original's story line, at least for as far as the original got, but after that, you'll have to keep reading to find out.