My second Ben 10 fic! Woohoo! I swear, Cartoon Network is evil, making two kids with such great chemistry and making them cousins...the bums! Did you know that in the original planning of the Ben 10 series, Ben and Gwen were just supposed to be friends, not cousins? I got so mad when I found that out. I was like "WHAT!? Cartoon Network I am going to kiiiiiiiiiilllllll you!!", while my friend just laughed at me.

Ah, good times.

That being said, this isn't necessarily a romance. You can choose to see romantic under tones to the story (as a Ben/Gwen shipper it was nearly impossible for me not to put them there), but the story itself is supposed to focus more on Ben and Gwen's relationship as a whole. I always thought that, if they hadn't found the Omnitrix, Ben and Gwen probably wouldn't be as close as they are in AF and this just kind of shows that. So, if you like Ben/Gwen read it as the prologue to their great romantic novel. If you don't like Ben/Gwen, then just read it as two cousins who have come to both relay on and mean a lot to one another.

Either way you can't go wrong!

ENJOY!

And I dedicate this one to all the Ben/Gwen shippers (even though, ironically, this isn't the most Ben/Gwen romance-y story I have in my arsenal of Ben 10 stories). Keep the faith alive, but give Kevin some love. He kind of rocks. . .just not with Gwen (unless Ben dies tragically in an alien related incident and Gwen has the proper time to mourn).

oOoOo

"NO!" Eleven-year-old Ben Tennyson shot up in bed, drenched in sweat. He felt the tears collecting and swiftly closed his eyes, trying to get rid of them. Super heroes didn't cry.

It's just a dream; it's only a dream. He repeated his mantra as quickly as he could, but all he could see behind his closed eyelids were the all too familiar images of his nightmare.

Suppressing a shudder he grabbed his phone and dialed. It rang a few times before a sleepy voice spoke to him.

"Hello?"

Ben gripped receiver tighter. "Gwen?"

"Ben." All traces of sleep left his cousin's voice and he could hear the rustle of her sheets as she sat up. "Is something wrong? Is there a problem with some aliens?"

Ben shook his head. "No. It's nothing like that. I just. . .needed to hear your voice."

There was silence on the other line and Ben was sure Gwen was wondering whether he'd flipped his lid. "O. . .kay. . .what's wrong?"

Ben took a deep breath. "I had a nightmare."

There was more silence before, ". . .Go on."

"It was about you and when I thought you'd died. Only Gluto wasn't there to save you and. . ." He trailed off and heard a sharp intake of breath from the other end of the line.

"Oh Ben."

"And I just. . .I wanted to make sure you were okay."

There must have been something in his voice because Gwen was silent for a moment, but it wasn't the stunned silence he'd been hearing before, it was her thinking silence. "This isn't the first time you've had that nightmare, is it?"

"Pssh," Ben tried to play cool. "Sure it is." He could practically see the disbelieving stare and raised eyebrow that Gwen was giving him. "At least. . .it's the first one since we've been home."

"Ben, how often do you have these nightmares?"

"Uh. . ." He ticked off a few fingers. "Usually," His voice lowered, "every night."

He heard Gwen gasp. "Ben! Why didn't you tell anyone?"

"Well before it was enough to see you. And when we got home we had that big fight with Vilgax and since he's gone for good I thought the nightmares might go away too. . ."

"Ben..." Gwen seemed at just as big a loss for words as he was. What were you supposed to say to the cousin you had spent "hating" all summer but would actually give your life for?

"Sometimes. . ." He looked down at the watch on his wrist. "When I think about how many people almost died, how you almost died, how you were always being kidnapped, and how Grandpa got hurt, I just. . . sometimes I just wish I'd never found this stupid watch!"

He was crying now, but it didn't matter. It just felt so good to finally be able to vent to someone who would at least sort of understand what he was going through.

"Don't say that!"

Or not. Gwen's voice was sharp and Ben blinked in surprise. "What?" He finally choked out, shocked out of his tears.

"Don't you dare say that ever again Benjamin Tennyson. Do you understand?"

"But-"

"But nothing." She chided, almost sounding like his mother. "Look," She sighed, "I know that we got into a lot of trouble because of the Omnitrix, but we also had a lot of good times because of it. And yeah, sometimes it might have seemed like it was more trouble than it was worth but if it wasn't for you finding the Omnitrix I don't think we'd be as close as we are now."

"Gwen. . ."

"And I'd rather be kidnapped a million times and know that you're going to be there to save me than give up what we got this summer."

Ben nodded, smiling as he wiped away at his tears. "Thanks Gwen."

"No problem Ben. Now get some sleep, you dweeb," She laughed lightly and Ben joined her, "we've totally got school in the morning."

"Okay."

"Oh and Ben?"

Ben brought the phone back up to his ear. "Yeah?"

"If you ever have anymore nightmares. . .just call me if you need me, okay? No matter how late it is."

Ben smiled. "Okay."

oOo

"NO!" Fourteen-year-old Benjamin Tennyson shot up in bed, drenched in sweat. Rolling over, he grabbed his cell phone and hit the first button, activating Gwen's speed dial.

"Hello?" A sleepy voice answered and Ben sighed in relief.

"Hey Gwen."

"Ben?" The sleep had completely left her voice. "Another nightmare?"

"Uh-huh."

"I'm okay you know."

Ben nodded even though she couldn't see him. "I know, I know. I just. . ."

"Needed to hear my voice." Gwen finished for him and he could hear the gentle smile in her voice. "Feel a little better now?"

Ben smiled. "Much. Thanks."

"Anytime."

There was silence on both ends and Ben wondered if it would be too much trouble to tell her what was on his mind. He had never been able to sleep well for a little while after those nightmares. Usually he turned on his TV and killed what was left of his (limited, according to Gwen) brain cells with some late night TV. Tonight though, he just wanted to listen to his cousin's voice.

"You want to talk?" Gwen asked finally.

Ben grinned, he loved how they'd gone from not understanding each other at all to knowing each other so well they'd didn't even have to say anything most of the time. "Yeah. That'd be great."

oOo

Sandra Tennyson sighed as she made her way back to her room and her husband. "He's up again." She said as she entered and shut the door behind her.

Carl rolled over and looked at his wife, already well aware of what she was talking about. "He'll be fine."

"But it's been four years! Shouldn't he have outgrown nightmares?"

Carl shook his head. "He's seen things that you and I can only imagine. He's been through things that no other ten-year-old has ever had to go through. You can't expect him not to have nightmares about it."

"But every night?" His wife asked, sinking onto the bed. "He's going to wear himself out if this keep happening. There's got to be something we can do."

Carl looked at his wife. "Why does that sound like a 'I've already checked into the situation and have a plan but haven't bothered to consult my son, who it most directly affects, and see how he feels about it'."

Sandra raised an eyebrow. "I never said that."

"Not directly."

Sandra sighed. "Okay. You're right. I've looked into a few psychologists to see if they knew what to do. I didn't tell them that our son turns into aliens of course; they'd have locked me up if I had. But there's this one man, Dr. Franz, he says there's a hypnosis technique he can perform."

She stopped speaking and Carl placed a hand on his wife's shoulder. "Go on."

"He says it'll suppress all of Ben's memories from that summer. He won't remember whatever it is that's giving him nightmares. Dr. Franz says that that will stop the nightmares almost completely."

Carl looked surprised. "You really think that's the right thing to do? What if it's not what Ben wants?"

Sandra looked down, her troubled expression easily visible in the moonlight and her husband wrapped her in a comforting hug. "That's the thing, Carl. I just don't know. . ."

oOo

"You totally kicked his butt! You've got to show me how you do that!" Ben opened his front door, holding it open so Gwen could get in.

His cousin laughed as she walked into his house. "Maybe. . .if you ask ni-Aunt Sandra? Uncle Carl?"

Ben came up from behind her. "Mom? Dad? What are you doing home?"

His parents shared a look before turning back to face him and Gwen. "Ben. . ." His mother started. "Maybe you should sit down."

"Okay. . ." Ben sat down in the nearest chair and Gwen plopped down onto its arm. "Did someone die?"

His father shook his head. "No. No one's dead," Both teens let out a sigh of relief. "This is about you and that." He pointed to the Omnitrix.

"The watch? What about it?"

"Honey. . ." His mother seemed to be at a loss for words for a moment. "It's. . .well. . .we know you've been having nightmares."

Ben blinked in surprise. "How did you know about those?"

"You're mother's heard you talking about them at night a few times."

Ben's eyes narrowed. "You listened in on my conversations with Gwen?"

"No!" His mother quickly jumped in to defend herself. "I was up using the bathroom the first time, a few years go. We're concerned about your health. Sweetie, if you don't do something about this nightmares they're going to wear you down."

Ben shook his head. "There's nothing anyone can do. They're nightmares. I just have to deal with them."

"Maybe not." His mother pulled out a pamphlet. "There's this psychologist, Dr. Franz, he knows this special type of hypnosis. It'll completely suppress your memories of finding the watch."

Both Ben and Gwen's eyes widened. "What?"

"It would be like you'd never found the watch," his father took over the explanation. "So all these nightmares you have because of it. . .you wouldn't have them anymore."

"But what about all the good times I had with the watch? I'd just forget them too?"

His parents nodded. "We want you to at least consider this Ben." His mother told him.

He and Gwen shared a look as she continued.

"If you think about it, I'm sure you'll realize it's for the best."

oOo

"Benjamin Tennyson?" A middle aged blonde lady looked up from the clipboard in her hand and smiled as Ben and his parents stood up. "Right this way."

They made their way into a large room. It was filled with plenty of textbooks and things that Gwen probably would have had a field day with. Behind an ornately decorated oak desk covered with more books, papers, and the ugliest lamp Ben had ever seen, sat a man who was probably in his late fifties. His hair was slicked back neatly and completely white, with eyebrows and a goatee to match. Ben was remind of the villain from that Cartoon show, Danny Phantom. The man smiled brightly when he saw them.

It didn't make Ben feel any better about the whole thing.

"Hello!" He stood up. "You must be Benjamin. I'm Dr. Franz."

"Uh," He cautiously reached out to grip the man's outstretched hand. "Yeah, that's me."

Dr. Franz smiled wider. "Wonderful! It's so good to meet you. I've spoken to your mother on the phone and she's told me all about your problems. She says they stem from a traumatic summer experience?"

Ben shot his mother a glare, which Dr. Franz noticed immediately.

"Of course, of course. This is a conversation that should be private. Mr. and Mrs. Tennyson, if I could ask you to step out into the waiting room. I assure you this shouldn't take more than half an hour."

Both Carl and Sandra seemed uneasy at leaving their son alone, not sure just how he would react to the hypnosis he was about to go under, but nodded and smiled at their son.

"We'll see you in a little while sweetie." His mother told him.

"Trust us, Ben." His father squeezed his shoulder, "things are going to be alright."

With that they disappeared through the doors leading to the waiting room and Ben was left alone with Dr. Franz. He turned back to the doctor and clasped his hands behind his back, rocking back and forth on the balls of his feet. "So. . ."

"Sit down Benjamin." Dr. Franz gestured to a plush chair across from his desk.

He did as he was told. "It's just Ben."

Dr. Franz nodded. "Of course. Now, Ben, would you like to tell me a bit about the reason you're having nightmares."

Ben gripped his left wrist out of habit, even though it had been years since Grandpa Max had figured out a way to take it off. "I was on a cross country trip with my grandpa and my cousin and. . ." His voice fell to a whispered hush. "My cousin almost died."

"And that's what you have nightmares about?"

Ben nodded. "Yes."

"And that's it?"

Ben felt a pang of anger rush through his chest. "That's it? My cousin nearly died! I'd say that's pretty traumatic, wouldn't you?"

"Death is a part of life, Ben, and you're cousin isn't often in life threatening situations is he?"

"She" Ben corrected automatically, "And no." Ben looked down. "At least not any more." He finished under his breath so the doctor wouldn't hear him.

"Then, subconsciously even, you should have been able to get over her near death experience quite a while ago, don't you agree?"

Ben looked down again. "I guess there's more too it than that."

Dr. Franz nodded. "And you don't want to talk about it, am I right?"

Ben shook his head. "Not really, no."

"Then there's nothing more to do but perform the hypnosis. Are you ready?"

Ben still looked uneasy, but he remembered his mother's words after Gwen had left the night before. "I know you're unsure, but we think it's what's best. Please just give it a try. . .for us." He nodded. "Okay. I'm ready."

"Very good." He folded his hands together underneath his chin. "Now, this isn't going to be like the hypnosis you're used to seeing on TV. I don't use watches or pens. Just my voice."

Ben raised an eyebrow. "Really?"

Dr. Franz nodded. "Oh yes, in fact, the watch is mostly just the show. As long as you keep your mind clear, I will be able to hypnotize you without any trouble."

Ben was still skeptical, not of the actual hypnosis, but whether the doctor was actually going to be able to suppress his memories. Either way, he was going to let the doctor give it a try, if only to get his parents off his back. He frowned; he'd have to be more discreet about all his late night calls to Gwen. Maybe, if he was careful, he could trick his parents into thinking the tr-hypnosis had worked (he hated to call it a treatment because he knew he wasn't sick).

"Sure. . .go ahead."

"Alright, I want you to close your eyes." Ben did as he was instructed and the doctor continued. "Good, now I want to you relax completely. Let go of all of your thoughts and just concentrate on the sound of my voice."

Ben frowned, but did as he was instructed. It was fairly easy to slip into the state of mind that Dr. Franz was asking for. After a few seconds all he could hear was the doctor's voice.

"Now think back to the root of your nightmares, the summer trip you took with your grandfather."

Ben could see the foggy image of the Rustbucket traveling down a long stretch of highway. He could see the inside of the RV, Gwen typing away at her laptop, Grandpa Max driving, and himself, stretched out on the seat across from Gwen. The Omnitrix sat heavily on his left wrist.

"Listen to the voices of the past, Ben. Remember everything about that summer and your nightmares."

-the feeling of being shoved- "Ben, look out!"

Ben's breath hitched, ever so slightly, but he remained completely still otherwise.

"This is all my fault. Grandpa's hurt because of me."

"That watch isn't a toy, Ben."

"The Omnitrix is on the wrist of a puny Earth child?"

"Going hero!"

Dr. Franz's voice broke through the images and sounds. "Now stop."

There was silence in his mind.

"Now...it's time for you to forget. There will be no more suffering for you Ben, once you simply forget that summer."

"That's IT? What's so amazing about a ball of string?"

"It's the Omnitrix or your cousin's life. The choice is yours."

"I'm taking a walk. Smell ya later."

"Cool! A new alien!"

"You're going to want to go Ben. Thanks for reminding me of that."

"Let go of all the memories from that summer. All the memories that help fuel the nightmares."

-A hug- "That is the nicest thing you have EVER said to me."

"So what if the watch wasn't originally meant for you? You've been doing a pretty good job with it so far."

"Benjamin," –a glare- "You need to start taking this more seriously. The watch has great power and you need to be more careful with it."

"She's not Gwen, I am! She cast some kind of body switching spell!"

"Whoa...Gwen's got some moves!"

-a determined face- "We have to save Grandpa!"

"I don't want down." –a ghostly voice- "I want out!"

"Goin' hewo!"

"Forget it all Ben. Just let it all go."

"I'm Kevin, Kevin Levin."

"This is my favorite part," –laughter- "Too bad you snapped out of it when the watch timed out."

"Come on Ben, let's go practice.

"You dweeb! You need us! And that's okay. . .we need you too."

"Oh what fun it is to ride in an unairconditioned sleigh!"

"The thing about a crush is...sometimes you get crushed."

"Tame him! Train him! He's not a pet!" –gratification flooding through him-

"On the count of three, you will forget all the memories connected to your nightmares in any way."

"The watch for my cousin, Vilgax. Take it!"

"No! No!" –useless pounding- "It should have been me! It should have been me!"

"You trust me to help you kick alien butt, why won't you trust me to teach you how to dance?"

"You never needed your Lucky Girl powers to help out before. . ."

"My dad got a job in Bellwood, so I'm going to school here now."

"Time for an early recess, wouldn't you say Ben?"

"One."

"Gwen! You're alive!" –relief and some tears- "I thought you were dead."

"What would you do without me?"

-laughter- "When did you become my best friend?" ... "IDK? You're not going to turn into one of those cell phone commercials, are you Gwen?"

"Aren't you going to fight me Tennyson? I want my revenge, so you'd better be prepared to lose!"

"I remember how Ben's listening skills sort of stunk." –shared laughter- "I knew the only to get him here was by kidnapping you."

"The crisis was never Vilgax or Dr. Animo, was it? Your Ben just needed a major attitude adjustment."

"Thanks Gwen," –a tiny blush- "for always being there."

"Two."

"Don't turn out like me." –a glance at future Gwen- "Don't forget the things that mean the most."

"Thr-"

"NO!" Ben shot up, sweat dripping down his face. "No!"

Dr. Franz blinked in surprise. "Ben?"

"No!" He cried desperately, shaking his head. "I don't want to forget."

"Ben," Dr. Franz told him gently, "it's going to be okay. You'll stop having nightmares once you forget."

Ben shook his head. "I don't care."

Dr. Franz blinked in surprise again and Ben could imagine that he'd never had a patient this uncooperative before. "What?"

Ben sighed and his shoulder's slumped. "Maybe I'll forget, but I know Gwen never will and I. . ."

"Gwen?" The doctor interrupted.

"My cousin, the one that almost died that summer. She'll still have all those memories and if I don't have them then who will be able to comfort her when she gets upset by them."

"You and your cousin often talk about your nightmares."

Ben smiled grimly. "Every night. That's how I fight the nightmares. And Gwen is right there fighting them with me." His smile softened. "Just like she always is."

Dr. Franz raised a questioning eyebrow, but choose not ask about what exactly always meant. Instead he cleared his throat and, when Ben's head snapped up and their gazes met, asked him a single question. "So, you don't want to continue on with the treatment?"

Ben shook his head. "I'd rather have nightmares every night and know Gwen's there to help me through it than give up what we got from that summer."

Dr. Franz smiled, "Well, then there's nothing I can do. I can't force a person into hypnosis and expect it to work. And a sloppy hypnosis job can be more dangerous than not doing anything at all." He stood up and Ben did the same. "Shall we return you to your parents then?"

Ben nodded, relief flooding through his body for the first time that morning. "Yeah, let's. I don't suppose we could just pretend that the hypnosis worked. . .you know, for my parents' sake."

Dr. Franz shook his head. "No."

Ben laughed silently. "Yeah, didn't think so."

The doctor placed a hand on his shoulder and led him towards the double doors. He opened them and they saw both Carl and Sandra Tennyson waiting anxiously for their son.

Ben looked up at Dr. Franz. "So how about how about you tell them while I run for cover?"

The grip on his shoulder tightened. "Not a chance."

Ben sighed theatrically, but he was unable to keep the grin off his face. "Didn't think so."

oOo

Gwen sighed and tried to keep her mind on the book in her hands. Dan Brown novels had a way of capturing her attention for days on end. Once she picked one up, it usually became impossible for her to put down until she'd finished it.

Usually.

But she usually wasn't reading the book to keep her mind off of where her cousin was. She didn't usually read books to keep her mind off the fact that, she glanced at the clock, at that very moment she was losing the greatest friend she'd ever had.

She wondered how much of their relationship would change when Ben got back from the hypnosis doctor. Would he back to hating her? To calling her a dweeb and an annoyance? She shook her head. She knew that was a little extreme. She and Ben probably would have become friends on that summer trip even if Ben hadn't found the Omnitrix. But would he be her best friend? Would he still be the boy that she could turn to with all her problems?

Probably not.

One of the reasons they were so close was because they'd had to keep the Omnitrix a secret. Certain people knew from that huge fight with Vilgax, but they still weren't allowed to talk about their summer, at least none of the supernatural parts. And since a lot of their summer had been supernatural, Ben and Gwen had often turned to one another when they needed to talk about their crazy adventures.

Their tight knit friendship and grown from that.

A knock on the door brought Gwen out of her thoughts and she looked questioningly at the door. She wasn't expecting any company and, as far as she knew, neither were her parents. She got up anyways, grateful to have a, hopefully, more successful distraction from her thoughts than the book had proved to be.

She opened the door and was surprised to see Ben standing on her stoop. His appointment must have been quicker than any of them had anticipated. He looked up at her and smiled. She gave him a small smile back, not entirely sure how to greet her cousin now that they were memories apart.

"Hey Ben," She glanced down at the cell phone in his hands. She frowned, the hypnosis had definitely worked; Ben hardly ever used to use his cell phone unless he needed information from the soccer team. "Who would I text?" He once told her, "You're my best friend and we're almost always together." "Who are you texting?"

He hit the send button and looked up at her and smiled.

"IDK," Her eyes widened as her cell phone went off in her pocket. "My BFF Gwen?"

oOoOo

That's the end. Like I said, you could look at this as purely platonic or you could take it to have some underlying romance in it. It's completely up to you. As a Ben/Gwen shipper (although I do like Kevin, he's kind of hilarious in AF) I wrote it with the idea that they would someday come to terms with their romantic feelings for one another (hence why the nightmares were always about Gwen's supposed death), but this isn't necessarily meant to be it.

Either way, I hope you like it and can forgive an OoCness that may have snuck its way in.

Read and Review! They keep me going, they really, really do.