Summary: After the events of Race Against Time, Gwen is faced with a much harder decision than her cousin when he was possesed by Eon. Will she be able to destroy all the things she holds dear to save the world? Ben is not the only one who has to sacrifice himself this time, it seems.

Disclaimer: Do I look like I own this? Seriously.

Of Sorrow and Mistaken Lies...

It was such a beautiful day, nobody thought disaster was right around the corner. It was such a perfect day, everybody thought everything was okay. Such fools they were. Such a fool she was.

Gwen couldn't help but smile as she stepped out of the old, rusty RV she knew all too well. It was a sunny day, the sun shining brightly on the sky, surrounded by fluffy clouds and a sea of endless blue. Blinking, she stared at her surroundings. A forest. Grandpa Max had wanted to go camping. Again. Well, she couldn't argue. She liked to be surrounded by nature as much as him, and the fresh scent of the forest made her inhale deeply, and then sigh, relaxed.

"Move out of the way, Dweeb! You're blocking the sun." She heard a loud, annoying voice behind her say. Oh, finally. The doofus is awake. He pushed her with his shoulder out of the way, and she stumbled a little, but caught herself in time.

"Hey! Watch where you're-" She stopped in mid sentence, a strange feeling invading her body. A feeling of… Rage? She felt like exploding. She had never been this mad before. And the scary part of it all? She wanted to kill Ben. What? The small contact between them had triggered a murderous intent in her she found terrifying. Then, something in her head snapped.

Kill… Him…

It was a low, masculine voice. She snapped her head around, looking for the source, but found nothing. Just the peaceful forest, and a dumbstruck Ben looking back at her with wide eyes. He had seen her face contort in pure rage, and her eyes flash a dangerous violet. Her powers? But that had never happened before.

She then blinked, and shook her head. What the hell was that? She couldn't help but wonder; the feeling of rage dissapearing, leaving her empty.

"Uh… You okay Gwen?" His voice snapped her out of her trance, and she looked back at him. He looked… Confused. Maybe scared.

"Yeah. Why?" She raised an eyebrow and just gave him a weird look. What had gotten into him? But she didn't notice it was her that was acting strangely. "Nothing." Should he tell her what he saw?

What he saw for that brief moment wasn't Gwen. It was a person full of hate and rage. And Gwen wasn't like that. He knew her well.

"Well, whatever, doofus." She shrugged and walked past him, careful not to bump into him again. She left him standing there confused, staring blankly into the ground, trying to figure out what had happened. After a minute, his brain hurt. Blah, too much thinking. Maybe it just was one of her random mood swings. A very scary one.

"Ben? Are you okay?" Grandpa Max said as he stepped out of the RV, looking concerned. Ben wasn't one known for thinking during long periods of time.

Ben nodded, and then shrugged. Grandpa decided it was better to leave it at that.

"Well kids. Let's find a clearing to set up our tents." He said rather cheerfully, as they caught up with Gwen. Ben walked past Max, until he was walking besides her. The girl looked deep in thought, her brows knitted together. He couldn't help but wonder what was wrong with her again.

"Uh… Gwen. You're acting strange today. Well, more than usual." He started conversationally, coughing when she snapped her head towards him with a heated glare. Uh-Oh. Bad idea.

"None of your business, Ben." His name left her mouth in a hiss, and he shuddered. What the hell was wrong with her? All he had done was bump into her. Well, intentionally. But hey! It wasn't as if he had done something unforgivable… Or something. He countered her glare with one of his own, and they glared at each other for endless minutes.

"Uh, Kids…" Max noticed the silent exchange, and decided to intervene. Gwen looked as if she was about to choke Ben to death. Ben blinked and looked away, a frown on his face. "Someone is touchy today." He muttered, walking away from her.

Gwen snapped out of it inmediately after hearing those words. She didn't even understand why she was so mad at him. He hadn't done that much, really. Of course, he was being his annoying self… But there was no reason to kill him, right?

Feeling a bit guilty, she sighed and tried to catch up to him, but he ignored her and continued on his way. Well, if he wants to be an idiot, then I won't apologize to him! She sighed and looked down at the ground, deep in thought. It wasn't Ben's fault she was feeling like that. No… It was her own. Something was wrong with her, and honestly, she was still a bit scared. Never in her life had she felt rage like that. And she never thought about killing anyone. Never. Not even any of the evil enemies they faced daily. Gwen wasn't one to hold grudges for long periods of time.

Gulping, she looked down at her hands, and noticed they were shaking. Her skin was pale, and she was sweating. Strangely, the weather was slightly cold. What's wrong with me? She was so confused and distracted she didn't even notice they had already gotten to a clearing.

"This seems like a nice place. What do you think, kids?" Grandpa said smiling, trying to break the tension in the air. Ben was looking the other way, a frown still on his face. "Sure. Whatever." He said not really interested, ignoring Gwen's presence besides his.

Taking a deep breath, Gwen calmed down and forced a smile. "Sure Grandpa. It's perfect." She said hiding her shaky hands behind her back and nodding. Ben casted a glance towards her, and noticed she was really pale, and that her shoulders were trembling. He may be stupid, but he wasn't that stupid, not to notice she was not okay. Something was wrong with her. Really wrong.

It was not everyday you got to see Gwen so out of it.

Max smiled, but he had noticed her state too. "Okay. I'll go look for our things, what about you go and fetch some wood for the fire?" He told them, and they nodded.

"And Gwen, if you're not feeling well, just sit down, okay? I'm sure Ben won't have any problems finding the wood himself." He told them just before turning around and walking back to the RV. Ben huffed, rolling his eyes. "Yeah right. Leave everything to Ben." He muttered angrily.

Gwen looked down, a bit guilty, and sighed. Without a word, she made her way into the forest and began looking for wood. "Hey dweeb. Grandpa said to sit down. It's not as if you would be useful anyway." Ben told her rolling his eyes. She stopped and turned around, facing him.

"Just shut up!" She hissed, and Ben jumped slightly at her outburst. Oh Ben, you just can't get any smarter, right? He thought to himself in annoyance. "You know? I'm trying to help here, and I'm tired of you, damn it! It's not my fault you're freaking touchy today. What's wrong with you?!" He yelled, glaring at her. He prefered her to call him names back, or to be her sarcastic self. But not this. This was not Gwen.

Gwen sighed angrily. "I am the one tired of you! Leave me alone already!" She yelled and turned around, storming off into the forest. "Fine! Get lost!" She heard Ben scream behind her, and for a second she considered the idea of going back and beating him to death, but her better judgement went against that.

Then she stopped walking after a few minutes. She was away from the clearing, and she didn't even remember walking off. Just what was going on with her?

"What's wrong with me?" She muttered, putting a shaking hand to her forehead, only to find her skin cold and sweaty. She heard a sound near her, and she looked around. Nothing. Just the leaves of the trees swaying with the soft wind. "Okay Gwen. You need to snap out of it." She told herself, shaking her head.

Gwendolyn…

"Huh?" She blinked, standing completely still. She was sure she had heard that. She wasn't crazy… Well, not that much anyway.

Kill him…

"Kill who?" She muttered aloud, getting nervous. This was not good. She was hearing things. And the voice told her to kill someone. How twisted was that?

Kill him. Ben Tennyson… And bring me the Omnitrix.

Okay. Now that was scary. She spun around when she heard something behind her. For some reason, she was feeling dizzy, and in a second, she fell down to the floor, unconscious.

As she stood, or floated, in the eternal blackness of her subconscious, a ethereal figure floated before her. Its body was made of a violet light, and she couldn't really tell if it was male or female, save for its masculine voice.

"Gwendolyn Tennyson." She heard it say in a low voice.

"What do you want from me?" She was scared, yes, but it was only a dream, right?

It chuckled, and she couldn't help but shudder. The sound was soothing, yet petrifying at the same time. She gulped.

"Dear child, you do know the kind of power you hold inside you, I believe?" He was obviously evading the question.

"What are you talking about?" Now she was more curious than scared.

"…You, my dear, hold a tremendous power inside your fragile body. A power so amazing, that it even rivals my own. You are nothing other than a being of energy. You are not a simple human, as you thought." Gwen couldn't help but blink in wonder. What was that thing talking about?

Of course, she knew she was no that normal, due to her recently discovered 'magic' powers, but this?

"You could have the world in your hands if you wanted. And together, together we would be unstoppable. Nothing would dare stand in our way, and with the Omnitrix, we would be the masters of the Universe." Her eyes widened.

"I'm not a simple tool you can use whenever you please! And the Omnitrix belongs to Ben!" She yelled.

"Oh but dear, you don't have a choice." It chuckled again. "You still lack proper control over your powers, and until you do, you are at my mercy. I can enter your mind and control your body whenever I please. Your body is a perfect container for my powers." Now she was scared, something in its voice told her it was not joking.

"You will bring me the Omnitrix, and you will kill the one that has it in his possession... If you do not want me to destroy this pitiful planet of yours." And with those words, it dissapeared, leaving behind a shocked Gwen.

"Noo!" She sat up, completely soaked. It seemed it had started to rain while she was unconscious. She shivered and hugged herself, unaware of the few tears that ran down her cheeks.

"Gwen! Gwen! Where are you?!" A familiar voice yelled desperately behind her, and she turned her head around, only to find Ben completely soaked, and with a frightened expression on his face. "There you are! You had us worried there, dweeb!" He ran to her side and kneeled beside her, stopping in his tracks when he noticed the tears in her eyes. His eyes widened, and he went completely still, watching as his cousin sobbed silently.

"What's w-wrong, Gwen?" He managed to say. He had never seen her cry like this before. She shook her head and took a deep breath, not bothering to wipe away her tears. "Nothing. Let's go back." She said in a hoarse voice, trying to stand up, but to no avail. Ben sighed and picked her up, after hesitating for a bit.

"I'm sorry." She whispered just before she went unconscious again in his arms.

Lightning flashed in the gray sky, and thunder soon followed.

It just couldn't get any better.

A/N: Well, here it goes. I seriously needed to get this outta my head... I had this idea a few days ago. This fic will be more centered around the darker side of the relationship between Gwen and Ben. Will they be able to overcome anything in their path? Who knows. And yeah, it's BxG. I don't like Kevin very much. Sorry. D:

So yeah. R&R, will ya? It keeps me motivated, and makes me update faster. Thanks for wasting your time reading this. :D