Disclaimer: I do not own Ben 10. But if I did, I would not let drunken orangutans animate omniverse.

Ben pulled up at his aunt and uncles house.

Since they were out of town on a second honeymoon, he felt weird being there, and so late at night too. But his cousin asked for him. She said she needed to talk about something, and he knew it must be something big for her to drag him out of bed in the middle of the night. But even if it wasn't, he just couldn't say no to his cousin. They grew up together, she was his best friend and was like a sister to him, he would always be there for her.

He turned off his car and sat perfectly still thinking "what could be so important?

No aliens are attacking the city, no imminent threat is heading towards earth, and he hasn't done anything to tick her off lately, as far as he could tell, so why was he here? 'Did something happen with kevin? Did that bastard do something to her?' he sighed and muttered. "sitting here worrying won't get anything done"

he got out of his car and walked towards the house, he looked up at gwen's room and saw a dim light on.

"she must be reading her spell books" he said to himself.

He thought about knocking, but remembered what gwen had told him about 'just coming in' Shrugging off his worries he made his way inside using the key gwen gave him for emergencies.

The house was quiet and almost eerie. Other than the dim light drifting from Gwens room no illumination could be seen, save the omnitrix's signature green glow. which in all honesty, only helped fuel the creepy atmosphere. tentatively made his way to the bottom of the staircase, careful not to trip over any furniture. All the while pondering what would await him at the end of his dead mans march to his cousins bedroom.

'maybe she just has a new spell to show me... Who am I kidding? I'm not that lucky'

Once at the stairs he looked up towards his destination, still unsure what reasons Gwen had to call him here at this hour, but determined to find out. Thinking back to their phone call to try and refine his "deductions" about this strange situation he was currently in.

'H-Hey Gwen, I was just about to go to sleep, I swear' he quickly said in his defense, believing she was calling to reprimand him on his poor sleeping habits.

heard her sigh softly 'T-That's not why I called, Ben' she said in an uncharacteristically nervous tone.

He felt slightly relieved that she wasn't going to yell at him, but then even more worried from the distressed sound in her voice.

"Oh..." was the only thing he could bring himself to say

Ages passed on the phone that only served to make ben feel more worried for himself and his dear cousin. breaking the awkward silence, ben questioned delicately, in a nervous voice as well. "So then... Why did you call me"

More time passed before she finally muttered, seemingly pained to say it "I... I need to talk to you"

Ben was never very good at the whole "feelings" junk, but he was always good at reading his cousin, and right now, she was an open book.

She was scared, from what or who, he wasn't sure, but he was sure she needed his help.

Seamlessly switching from his 'childish' to his 'manly' "mode" he asked with all the confidence he could muster

"What do you need"

He heard her make some kind of noise not unlike a whimper or a squeak. Then she said rather abruptly, like trying to cover something up

"Not now, not on the phone"

He was about to ask her "why not" when she practically read his mind and said "It's too important, can you come over..."

before he could even try and protest, she added a sickeningly sweet, almost pitiful "please..."

well that was less than helpful" ben muttered to himself, remembering how brave he was on the phone, he steeled himself, as he hesitantly climbed the perilous mountain to the dragons lair... Or something like that

reaching the peak of the dragons mountain, that was only about ten stairs, he looked onward to the room-lair of his cousin-dragon and chuckled as he pictured gwen as a fire-breathing beast.

'Okay, Here we go...' he thought, still trying to convince himself he was a knight going to slay a dragon, as that scenario seemed preferable to reality.

Forcing one foot in front of the other, he eventually reached Gwens door, wondering if he should knock or just go in since she was expecting him

He simply stood at her door just listening to her quiet breathing and waiting for something somewhere to give him permission to enter her... Room! Enter her room. He quickly added to his summary of what he was doing, which he had become accustomed to do whenever he was alone with his thoughts.

'Huh, I wonder where that came from'

he decided to just go with the slight insanity he drove himself to due to all the worry leading up to this point, he forced his arm to move until it came in contact with the painted wood door that kept him from the lovely girl in need on the other side.

He fell deeper into his current animal-like persona that being so close, but so far from his cousin had brought, Slowly tapping at this infernal barrier in hopes of rendering it non-existent, in vain of course, but still he knocked on that door until it moved open and relinquished it's hold on the prize within- The perfect sight of his cousin Gwen, sitting on her bed, legs crossed, hair down, wearing what he could only assume was angelic silk sent from the heavens.

All his worries melted away and his mind returned to the sight of her was enough to bring him back to reality, away from his fantasy and fears, and back to this wonderful world that had his beautiful cousin in front of him like this.

Then the next wave of senses hit him, her smell. It seems only fitting that the angel sitting before him would smell so intoxicatingly sweet.

Her wonderful smell attacked his senses, sugars and spice, candies and fruit, perfume and soap, and something so perfect he couldn't hazard a guess.

Before he realised what was happening he was sat beside her on the bed, completely unaware that his legs had been moving him toward that sight and that smell since he first opened the door.

Wearing only a nightgown she sat fidgeting on her bed, waiting for ben, she had something to tell him, something important.

She needed to get her feelings off her chest, even so, she couldn't help being nervous.

'How would he react? What would he say? Would he even say anything at all? What if he hated her? What if he never talked to her again?'

Thoughts raced around in her mind until she was jerked back to reality by the sound of quiet knocking at her door.

'you can do this' she mentally reassured herself.

'Come in, ben' she said shakily.

Her heart was pounding a mile a minute, when ben sat down next to her she felt like it might fly from her chest.

"Well?" he said "What did you need to tell me?"

just the sound of his voice made her heart leap. She opened her mouth but no words came out.

Her palms began to sweat as she struggled to confess her feelings to her cousin.

Still so nervous, and somewhat excited, as to why he was here in the first place, and still entranced by his cousins beauty, Somehow he managed to focus and think of how to let her know she could tell him could always count on him.

She could always count on Ben to help her forget all about her worries and troubles, and this time was no exception. She almost forgot the serious reason she called him in the first place until he snapped her out of her blissful fantasy when his hand suddenly rested ever so gently on her thigh.

She almost yelped at how good the sudden warmth and pressure of his hand on her leg felt, but still she sat staring at nowhere in particular, as long as it wasn't her dangerously close cousin.

Ben watched as his cousin sat next to him almost shaking, he wanted to help her but didn't know how, so he simply stared at her. He wondered how she managed to look more and more beautiful every time he glamced at her.

'Not that I think of her like that, she's my cousin after all'

wondering who he was trying to convince he went back to admiring his cousin... In a completely platonic way of course

she needed to say something, but couldn't find the words, She was just too nervous. She tried to think of some way to tell him what he meant to her, some way to show him...

'Kiss him' her heart told her, 'Do it' her body concurred,

'Kiss him'

'Kiss him'

'Love him'

'Kiss him'

'Make him yours'

'Give yourself to him'

'KISS HIM'

Her heart and body were teaming up against her better judgment, and winning.

Ben saw how anxious gwen was, and wanted to help, being just as anxious but better at hiding it, he started to ask "are you alrigh-" but was cut off by a pair of lips entrapping his own.

He'd never tasted anything this sweet, and to his amazement these sweet lips belonged to none other than his cousin Gwen