Chapter one: Sleepless

Ben woke up, his bright green eyes staring straight at his room's ceiling. He turned his head over to his right and looked at the bright red lights of his alarm clock on his bedside table. He closed his eyes and groaned, pulling his blanket over atop himself; covering his face.

It was 2 O' clock in the morning…

He was so sleepy, but as soon as he went back to sleep; he'd wake up again. He didn't know what was going on… He had a big headache, it has been hurting for the last few days, and his eyes were throbbing. He tried taking aspirin, and it did work, but it would only last for a few hours then it would go back to hurting. It hurt so bad, he almost felt like crying. But he can't cry, crying's for wimps.

He angrily pulled his blanket off of him and sat up on his bed, wiping the sweat that coated his forehead. He furrowed his brows and buried his head in his hands. Then he let out a frustrated sigh and got up from the bed. He shivered slightly and rubbed his arms, it was a little cold and he was barefoot; his feet touched the cold wooden floor but he started walking, ignoring the feeling.

He headed towards his door and left his room. He stopped by the bathroom to look at himself in the mirror. He stood in front of the sink staring at his reflection. He lifted a hand and touched the mirror, almost as if he wanted to touch himself through the mirror. Then his emerald eyes wandered to the hand he lifted.

It was his left hand. His green eyes trailed down his fingers, down the back of his hand and stopped at his wrist. Only he didn't see his wrist. He saw the faint, glowing green light coming from the omnitrix. He smiled at it. Then walked out the bathroom and went down the stairs and into the kitchen.

He drank a glass of water to cool down. It worked a little bit, but it wasn't enough. He thought about what he should do now. He was tired, but if he were to go to sleep again, he would just wake right back up. He could watch some TV until he knocked out on the couch… then a thought occurred to him.

He wanted to fly. To get his mind off of things. And if he was lucky, there would probably be a burglary or something that he could handle by himself. He smirked, then quietly went outside the back of the house, not wanting to wake anyone that was sleeping. He quietly walked on the soft grass and stopped; raising his left arm and his right hand twisted the omnitrix until it landed on the alien he wanted. It was Big Chill. He could fly with him. He was about to slam his right hand on the omnitrix, but then he paused; thinking about something.

Big Chill is an alien who has already taken control over him more than once. Maybe that's why I've been getting headaches a lot lately…? He thought to himself. But how did the headaches relate with Big Chill? He shrugged his shoulders and got ready to turn into the alien. He could always find out later about it. He let out a sigh and then slammed his right hand onto the omnitrix.

A bright green light engulfed him and he was transforming. There were no words to describe the feeling that took over his body when he transformed. No matter how many times he did this, he still didn't get used to the feeling. It was a weird sensation; feeling your anatomy change and reconstruct itself was foreign, but there was no pain. But there were no words to describe it. He sucked in a small breath and shivered at the feeling, then it was all over.

Ben looked at his left wrist and didn't find the omnitrix there. He found a dark cobalt, almost black, hued wrist instead. He looked down towards his chest and found the light glowing green of the omnitrix symbol there. He was Big Chill.

"Big Chill…" He whispered and shivered slightly at how his voice always sounded when he was Big Chill.

He currently had his wings wrapped around him like a cloak. He looked around, his strange emerald eyes looking around to see if someone saw him, then he stretched his large cobalt butterfly wings and flapped them; testing them to see if they worked correctly. He took a deep breath and began to flap them gracefully until he was off the ground and a couple of feet in the air. He looked up at the dark inky night sky, staring at the bright stars. There were hardly any clouds tonight covering the stars and the moon. Then he looked around where he was. He didn't know where to go, so he just started flying upper until he was a couple hundred feet from the ground.

He decided that he should just fly where his instincts told him and that was Mr. Smoothy.

He started heading towards his destination and he smiled when he was soaring through the night sky. Big Chill liked the way the cool air brushed his dark blue antennae and face. He purred slightly at the feeling the air was giving his antennae, his green eyes hooded in mild pleasure at the feeling.

His eyes widened slightly as he arrived at his destination. His green eyes widened a little more when he saw a familiar green with black stripped car parked in the parking lot of Mr. Smoothy. It was Kevin.

Big Chill landed on the giant Mr. Smoothy and looked at the car. Kevin was currently leaning on the hood of it, arms crossed with his eyes closed. The cool wind picked up again and Big Chill purred at the feeling on his antennae.

Kevin, with his perfect hearing, heard the alien and said, "Benji, shouldn't you be in bed or something?" then he turned towards Big Chill's direction, thinking that it was strange for a sound like that to come from the alien or Ben for that matter.

He eyes landed on the alien, he was wondering which one could make that sound, and it was Big Chill. He didn't know Big Chill could make a sound like that, but then again every time when Ben changed into Big Chill, he rarely talked. The alien was a strange one.

Big Chill sighed and jumped down to the concrete floor, wings beautifully spread, landing gracefully on his strange feet a few feet away from where Kevin was at. Big Chill then started walking towards the black haired teen and while he was doing that, his butterfly-like wings started wrapping around him like a cloak. He stopped in front of Kevin, just half a foot away and spoke in his bone-chilling voice.

"I cannot sleep…" He said and closed his strange green eye for a moment, but then he opened them again when Kevin spoke.

"Why? Is something wrong?" he asked, feeling concerned for Ben.

Big Chill hesitated, and thought for a moment. Having seeming to end with the little conflict inside his head, he nodded his head and pressed gently against the green glow of the omnitrix on his chest. He sighed as he felt his body change back into his normal human form. Then he looked back to Kevin, who was slightly taller, and smiled at him.

"It's nothing Kevin," He said, trying not to sound exhausted, but failing miserably. "I'm fine."

Kevin begged to differ, he saw those emerald green eyes, filled with exhaustion; but he didn't comment on it. He didn't want to bother Ben any more than he already was.

He nodded, and then asked, "Do you want a smoothie?"

Ben's eyes widened happily when the question graced over his ears. He looked up at the other teen, and nodded vigorously answering Kevin's question. He was happy that Mr. Smoothy had a twenty four hour drive thru. And Kevin was treating, thank goodness because he didn't bring his wallet; he was in his pajamas.

"Okay come on, get in the car so we can drive up through the Drive thru." The raven haired teen said as he motioned the smaller teen to his car, apparently, people couldn't order from the drive thru without a car.

Ben Shivered slightly at how cold the concrete floor was, he was still barefoot. He was grateful when he sat in the passenger seat of Kevin's car. It was warm in there, and he put his feet on the seat, hugging his knees and resting his chin on them. He was so sleepy, he closed his emerald eyes but they snapped back open when Kevin's door opened then shut itself closed, startling the teen awake again.

Kevin noticed this and smirked at the reaction that the brunette did. He started his precious car, then turned and drove into the drive thru. There was a lady there this time. She smiled at both the teens and asked what they wanted to order.

Kevin turned toward Ben's direction, his eyes silently asking the smaller male what he wanted.

Ben cocked his head to the right a little, thinking about what flavor he wanted. He had a strange craving for fruity things at the moment so when he decided what he wanted, he told Kevin.

"One large mango and strawberry smoothie, please." He said to the woman.

She smiled again and nodded. "That will be three dollars and seventy five cents, sir."Once Kevin handed her the money, she left both the teen's sight to make the smoothie.

Kevin turned back towards the other teenager and spoke.

"Why fruity all of a sudden? You usually get the candy-filled ones." He said as he turned on the radio and stared at the brunette.

Ben tiredly sighed. He didn't know why he wanted that at the moment so he just shrugged his shoulders and said, "I don't know," then he looked up at the raven haired teen. "Why didn't you get anything?"

Kevin stared at the teen next to him; he looked at how tired those green eyes looked and the position Ben was in. His friend looked a mess. His eyes narrowed slightly, then he answered.

"I didn't feel like getting one for myself, I changed my mind as soon as I ordered for you." His attention got distracted from the voice of the woman that worked at the smoothie shop. He turned towards her and took the smoothie from her and said 'thank you' then drove up to the parking lot of the small building.

He handed Ben his smoothie and sank back in his seat. He lightly gripped the wheel from the driver's seat and listened to the slurpy sounds Ben was making while he was drinking from his smoothie.

Ben's eyes were closed; he was clearly enjoying the smoothie. It felt good, the cool fruity liquid going down his throat and into his belly. He was half way through the large smoothie when he finally opened his green eyes and grinned a 'thank you' to the other teen. Then a thought occurred to him.

"Hey, how come you're here too, in the middle of the night?"

Kevin nodded at Ben when he saw his grin, but the stiffened at the question the brunette just asked. He thought about his answer. He honestly didn't know why he was here. He was sleeping in his bed, but then suddenly he woke up. He had the urge to go outside for some reason, and he found himself here with the other teen. Kevin shrugged and told Ben what he just thought about.

Ben seemed surprised, then nodded his head and told Kevin why he was here too.

"I haven't been able to sleep for the past few days and tonight I woke up for the thousand time, then I had the urge to fly, so I turned into Big Chill and after that my instincts told me to fly to Mr. Smoothy and I found you here." He then started to sip at his smoothie again and hummed in happiness when he tasted the smoothie. He liked the sweet taste of the mango and strawberry; it made him smile at how delicious it was right now. Then he looked at the other teen, who was staring at him, and offered his smoothie to him to see if he wanted some.

Kevin waved his hand and shook his head slightly at the offering. He didn't feel like drinking a smoothie in the middle of the night. He looked to the window, feeling that someone was about to step into the conversation they were having, and sure enough he was right. He saw a faint glowing pink just outside the car window. Ben saw it too, and they both knew that it was Gwen. Both teen-age boys looked at each other, and then both got out of the car.

"What are you guys doing here?" she asked when she saw them get out the car and walked closer towards them.

"We were just about to ask you the same thing." Ben said as he finished his smoothie. "Well that, and we were also talking about why we came here too."

Gwen stared at them; she was surprised in the least to find both guys here too. She narrowed her dull green eyes and sighed.

"I was asleep, and I woke up just now and something told me to come here…" she said.

Ben gasped, his mouth wide open along with his eyes while Kevin's eyes narrowed at what the girl said. Something was up.

"Something's wrong here." Gwen said as she pulled a hair tie that was around her wrist and started to tie her bright, long auburn hair into a loose pony tail.

"Wrong?" Ben asked, he thought something fishy was going on here, and he didn't like it.

"Well, not wrong like bad, but wrong as in strange." She said when she finished her pony tail. "Why did we all wake up in the middle of the night and come to the same place?"

"Well, Benji has woken up a lot of times for that past few days he says." Kevin said as he crossed his arms, thinking. Why has he been waking up in the middle of the night lately? The kid seemed to be tired a lot lately now that he thought about it. The days this past week, he's seen Benji acting strange. Strange as in tired and sleepy. But he just shrugged it off and thought of it as nothing until tonight. Ben even came as an alien, and it was as Big Chill. Kevin was beginning to think harder at this subject. Why did Ben choose Big Chill of all the aliens? Sure Big Chill could fly and all, but he could've chosen a different alien or even walk himself in his normal form to Mr. Smoothy.

Then something occurred to the raven haired teen.

What if Big Chill had something to do with this? When he thought about it really hard, the alien had taken complete control over the brunette's body and mind. And it has happened more than once. But Ghostfreak had controlled him too. But, for some reason, Kevin thought that the butterfly-like alien had something to do with this.

Kevin sighed and rubbed a hand over his face. It was hard to think when you were tired. He tried to imagine how Ben felt. The other teen said that he hasn't slept well for days. And that's really bad.

Gwen stared at Kevin for a moment, then knew that the raven haired teen was thinking about something. About something important.

"Kevin?" she question, curious as to what he was thinking about.

Ben, too, saw this and was curious too. He didn't know what was going on, and he wanted to find out.