Alright so I watched the episode 'What are little girls made of?' and coupled with the fanfic 'When You're Gone' by doc boy. Great fic btw, gave me some inspiration. I've made an alternative to how this day goes. Now I've made it so Kevin is out on 'business' i.e. dealing illegally and a few other minor switches. Enjoy Please R&R. BTW I dont't own Ben 10.

Ben kicked his feet back through the water as he stared at the light blue sky above him. Ah he thought. This is nice. No aliens, no invasions, no attacks. I wonder how Gwen's doing? He pondered. The teenaged hero then swam towards his redhead cousin. She was in her sitting fetal position, just like she was when they got there.

Gwen stared sadly into the pond in front of her. "Gwen?" Ben asked curiously. No response. He waved his hand in front of her to gain her attention, but to no avail. His face then turned to a frown, he was really getting worried. "Gwen, please? At least give me a sign that you're all right, I'm worried about you." he said caringly. All Gwen could do was just sit in that position. She felt paralyzed, the nostalgia this natural cove brought to her mind only saddened her still.

"You didn't know what this was did you?" she said finally releasing herself from her position. Ben tipped his head to the side and rose with her. "Of course I do, this is Grandpa Max's secret fishing place." She sighed as she looked all around. Finally choosing to look back at Ben. "He used to come out her all the time. At least while he was here." Ben placed a hand on her shoulder, "I know that you really miss him; cause I do too."

With all the pain that Gwen held in her chest she turned to Ben in a hug, "Yeah" she let out plainly. Ben stood there frozen, unsure of what move to make based on Gwen's temporary fragility.

Ben let her go and noticed her throwing a rock into the pond, "I never did have an easy time letting go." Behind her she swiftly turned in enough time to catch the mysterious clocked figure heading towards the strong, old tree. She placed the flower to the ground, proving to be foreign to the two teen cousins. "I've never seen a flower like before. Ben?"

He nodded in disagreement, "Never have." With a jump from the rock, Ben ran towards the figure Gwen following quickly after. A slight chuckle ran around the sound of the figure as a pink light engulfed her form and behind it only lay the natural landscape.

Both cousins were baffled. Wondering where she went, or how she left so quickly without a trace. Ben looks down to see a cornucopia of the same type of foreign flowers. Gwen picked up one of them, "I should be able to track her with this." Her eyes glowed pink and purple and showed no results in her eyes. She tried again with some frustration.

Still no results and the flower resulted in wilting. "Really thought I had that move down." she said with a tone of disappointment. "What should we do? I mean, we need to know why she's doing this." Gwen nodded in agreement and pondered over this. "The only thing we can do is wait for her to come back and confront her."

Ben confirmed. Both then agreed that they should at least change clothes first, cause who knows how long she'd be until she returned. Ben was in his traditional attire following his route to Gwen's house to meet up with her. Upon knocking and entering her house, he saw her down the stairs, for some reason to him she looked more beautiful than usual. He thought it was just the pond water messing with his head so he just shook it off.

"You all set to go Gwen?" he yelled into the kitchen. "Yes Ben one more second." She then proceeded into her living room and hauled Ben up off the couch with her hands. As they both walked out the door and began their trip to the pond again for surveillance a thought dwelled on Ben. "Uh... Gwen?" She made a small sound in reply. "Since we don't have Kevin with us, how are we getting there? I really don't wanna walk again like we did before."

Gwen had to admit that Ben had a point. "Well, we could always try this." with a flick of her wrist Gwen flashed panels into the sky like a staircase and ran up them. "You coming or do you wanna walk?" Ben shuddered at the thought and joined her in the never ending staircase.

(About half hour later)

Nightfall came in a flash and Ben and Gwen were sleeping with the tree in their frontal view. Ben blinked his eyes open rapidly with a flash of red in his view. Later inspection on his part showed that Gwen had fallen asleep on him and he fell asleep on Gwen. He wanted to live there forever, to have just stayed there in such close contact with Gwen. She just looks amazing. Wait, why am I thinking this? Ugh damn teenage hormones.

Once reality was turned on in his mind, he registered the same shadowy figure approaching the tree with yet another flower. He shook Gwen's shoulder and woke her up. She woke dazed and felt like she hit a rock. "Gwen, our special guest is back." Immediately she shook herself out of her daze and drowsiness left her system.

They walked over to her and threw her hood down, realizing that it was a she. "Why do you keep putting these flowers here in our Grandpa's cove?" they both asked angrily. The woman only chuckled, "You kids know nothing." Her hand flashed the same type of energy that Gwen does. "Go away" she yelled and blasted them both about 10 feet back. Ben dialed the omnitrix and slammed and was quickly transformed into Jetray and took to the skies.

Gwen stayed on the ground and watched the fight take to the sky. Jetray followed the woman while his wings were skimming the surface of the water. She turned around and just smiled "Oh, I haven't had a good chase in years." Like clockwork Ben tried to shoot her out of the sky and with no luck. She captured him in an orb of energy and as Ben tried to blast himself free, an explosion was created. After the smoke cleared, the mysterious woman was shown still hovering as though nothing happened, Ben laid under the tree and in human form.

"BEN!" Gwen shouted as she ran to her cousin's aid. The woman hovered to them, "I think it's time for you two to go." she raised her hand and a blade of energy followed. Gwen's hands made a disc of energy and blasted back at her. She was stunned. "Do that again."

"No. Problem" and a barrage of energy blasts were shot at her. Easily deflected by her experience. The older woman walked towards them and could only say one word; "Incredible."

"Wait did you say that Max was your Grandfather to each of you?" The teens could only nod, unsure of what else to do. "Kiddos!" she yelled. She turned to Ben, "Can you project energy like your sister?" Ben threw his head up in regret. "Cousin... and no." "Shame."

She placed her hands on Gwen's "Gwendolyn, I'm Verdona, We'll talk again soon." Her eyes lit up and she disappeared in a flash of purple light. Both of them were just simply stunned. "I think we just met our Grandmother."

Seems like a good place to stop, I got more to come. Since this was the halfway mark in the episode. Hope people like. PLEASE R&R any comment suggestion, questions.