A/N: Takes place after the season 3 episode "At All Costs" when Ben and Deni are looking at the stars. It's mostly Ben/Deni friendship with hinted attraction.

Summary: Deni had wanted to be rid of her spikes, to finally be normal again even if it meant returning to using glasses. So what changed her mind?

Watching the stars, Deni breathed out a soft, quiet sigh. She would never look at them again the way she did two years ago. Now, she would always wonder which star up there belonged to the Skitters, which ones held the worlds that had been picked clean by the Espheni.

Ben said it didn't matter since they were on Earth now, but she was still curious.

Pulling off her glasses, dragging her thumb over the tape holding them together, she said, "I gonna go read that comic I found the other day. Been too busy to even give it a second glance. You should get some sleep, Benji, you look beat."

He pulled a face at her nickname. "Don't call me that."

"You'd miss it if I stopped," she teased, grinning. "Admit it, you don't hate the nickname."

"I really do actually."

Shrugging, she replied with a teasing smirk, "Sucks to be you then. Seriously, though, get some sleep."

They only needed about an hour or two of sleep a day, and it wasn't abnormal for them to go three days without sleeping at all. Today was just one of those days where Ben looked exhausted.

"I will in a few, Mom," he joked, staring at the stars with his ridiculously geeky glasses on. Only his distant expression gave her the idea that he wasn't actually staring at the stars, but thinking about something.

No doubt she'd hear about it later.

Shrugging, tucking the glasses into the pocket of her jacket before jumping from the roof they'd been standing on.

A few people turned their heads at them, murmuring insults and suspicions that they thought she couldn't hear. Some people had taken to calling her and the others what the 2nd Mass. had called Ben – razorbacks and coat hangers – while a few chose crueler words to describe them. She would have thought that after all they and the Skitters had done for the humans, they would be more accepting, though maybe it was because she didn't consider herself human anymore that raised their concerns.

Turning her eyes upward to where Ben still stood on the roof, she saw the muscles in his jaw working. His hearing was just as good as hers, better perhaps, and so there was no question that he too had heard the insults.

Deni sighed.

She really had been looking forward to losing her spikes, to being normal again even if that meant using glasses, but she'd made her final decision and was sticking to it.

Casting glare at the people murmuring under their breath, she started off towards the outskirts of the city where the unharnessed kids had set up camp. Their camp was within city limits but far enough away from everyone else so as not to cause a stir while being close to the Skitters outside the city.

"Hey, wait up!" Ben called.

Half turning, she saw him jump from the building and jog towards her, stuffing the geeky glasses in his jacket.

"What, you miss me already?" she teased with a smile.

"I thought I'd walk with you," he explained, glancing around but avoiding eye contact with her. "I want to put the glasses back anyways. My luck, I'll end up breaking them."

As they started walking side by side, she sighed and rolled her eyes. "All right, what do you want?"

"What do you mean?"

"Whenever you want something or want to talk about something you think will tick me off, you make some gentlemanly offer before deflecting with some excuse so that whatever you're doing with or for me seems more out of convenience than anything else," she explained, smirking at him. "There was the time you offered to clean my gun for me and then asked if you could use it for a while since yours was busted, followed by you offering to take over some of my duties to butter me up for your little confession that someone stole it after you set it down somewhere."

"Hey," he started in his defense. "I found that gun two days later!"

"You did," she agreed. "Doesn't change the fact that when you want something from me the ass kissing starts."

"So, I can't be nice?"

"Sure you can," she replied and fell silent, patiently waiting for Ben to get to the heart of what he wanted.

All through the short walk along the streets, Deni fought not to laugh at how Ben fidgeted beside her. If he wasn't drumming his fingers against his gun, he was clicking his tongue. If he wasn't clicking his tongue, he was looking around and scratching the back of his neck. It was painfully obvious that he had something on his mind, and all she had to do was wait for him to spill it.

A few minutes later, they came to the camp the unharnessed kids had set up. It was made up of dozens of larger tents that served as their living quarters, and the various rundown houses served as meeting areas for recreation, planning, and whatnot. It was their own little corner in the world they could call their own while being close to the humans and the Skitters without causing too much of a stir.

They wandered over to the large brown tent that they called their own, and Deni took a seat on her cot on her side and flicked on the small lamp while Ben simply paced slightly on his side.

It had originally been Ben's tent, but when more and more unharnessed kids started showing up, they'd opted to share a tent so that there would be enough to go around. The accommodations were meant to be temporary, but though new tents were made available they never split up. They were a great team and best friends, so they really didn't mind sharing a tent, and as time went on, she came to prefer it.

There had been a point where his father had tried to convince him to move into the compound where he would be closer to his family, but he'd declined after thinking about it, claiming that it was better if he stay close to the Skitters since he was essential "representative" of the unharnessed kids and was the one the Skitter Resistance leader nicknamed Paint Face went to first. He hated it, claimed that he was just like the rest of them, but all the unharnessed kids looked to him as their leader and were relieved when he said that he'd be staying in his and Deni's tent as opposed to moving into the compound.

When the seconds ticked by, Deni finally sighed and said, "Just come out with it already, Ben."

Ben glanced at her before taking off his jacket and tossing it onto his footlocker. Sitting on his cot, facing her, he opened his mouth, hesitated, and then asked, "Why didn't you go through with it?"

She knew exactly what he was talking about, and didn't really care to discuss it and open herself up like that so she just shrugged. "I already told you. Can't a girl change her mind?"

"Not you," he said, shaking his head. "You told me all the reasons why it'd be better to just go back to how we were, then when surgery came, you opted out. What changed?"

Tongue in cheek, she looked away and busied herself with removing her rifle and setting it aside before taking off her jacket, tossing it with little care onto the pile of clothes she needed to wash.

Watching her, Ben sighed and stood. He walked the few steps to her cot and sat down beside her. After a beat, he asked again gently, "Why?"

"I just…" she trailed off, throwing her hands in the air. "I was blind as a bat before all this and was the clumsiest girl you'd ever meet. No lie, I'd trip on a shadow and was a walking bruise because of it."

He chuckled, but then quieted and looked at her. "Then you were harnessed."

"Then I was harnessed," she confirmed with a slow nod. "And when it was taken off, it was like I was still me but better. I'm not a klutz, I have beyond perfect vision and hearing, and… there's just so much about me that's better now, it's insane!"

"So, what's the problem?"

She worried on her lower lip. "People need us right now, but… what happens when they don't?"

Ben said nothing, only looked away to the ground, and she knew from knowing him so well that he was thinking the exact same thing.

Once they weren't needed, people like Pope and the others who didn't trust them would turn not only on the Skitters, but on the unharnessed kids as well. It was only a matter of time before the guns turned on them.

And even if no one came after them, they would eventually die an early death due to the side effects of the harness. Deni had even gone to Lourdes before Ben found out she hadn't been in surgery after all and asked just how long she thought they might live. The answer had nearly knocked her off her feet.

"Ben," Deni started softly, tiredly. "I want to live past my twenties. I want… to get old, and wrinkly, and annoy my grandkids with 'when I was your age' stories."

He gave her an amused expression, his mouth smiling even when his eyes didn't. "Old and wrinkly, huh? Yeah, I can see that. Ow!" he yelped with a wider smile when she smacked his arm hard.

"Watch it, buddy," she warned with a lighthearted glare. "Seriously, I don't want my cutoff to be somewhere in my early twenties, and however you look at it that is what it's going to be unless I have the surgery. It's all a matter of what kills me first if I survive the war – the side effects or the people."

"I get what you mean," Ben said with a regretful nod. "But they need us right now. That means something, doesn't it?"

"I guess," she mumbled.

Nudging her shoulder with his, he asked quietly, "Deni, if the surgery means that much to you, why didn't you go through with it?"

She bit her lip lightly, looking at his left hand between them resting on the cot. Timidly, she reached for it, interlacing her fingers with his. "You didn't want to."

Looking at him, she saw his cheeks redden with her hand now holding his, but was relieved when he gave her hand a squeeze rather than just let go and scoot away. "I told you it was okay if you still wanted to do it."

"You're my best friend, Ben," Deni argued, her dark eyes locking with his as she gave his hand another squeeze for emphasis. "You stay like this, I stay like this. But," she started, turning to face him a little better, still holding onto his hand. "If we survive this war and people don't need us anymore, both of us are getting that surgery. I don't want to die from this, Ben, and I know you don't want to either. When we don't need to be freaks anymore, promise me that we'll go through with the surgery together."

"I don't know. I –"

"At least promise me you'll think about it."

He gave her a resigned look, an apologetic one, but he nodded nonetheless. "I promise, I'll think about it."

Whether or not he would actually decide to go through with it was up for debate, but Deni knew him well enough to know that he'd keep his promise and would consider it at the very least. That was enough for her, at least for now.

Resigned to accept his answer, she leaned to the side, resting her head on his shoulder.

She'd done so a few times before, but she mostly only cuddled up to him when she was looking to tease or pick on him. This time, however, she just wanted the comfort of his presence, and she hoped he wouldn't push her away jokingly like he always did when she did this.

He didn't.

Instead, he shifted so that his chin was on top of her head.

Deni was a little surprised by the action and her lips turned up in a small smile before relaxing all the more, content to just stay the way they were for as long as possible. Ben was the only real friend she had since her harness was removed, and he'd admitted once that she was his only friend since another unharnessed kid named Rick died. He was the single most important thing to her, and she cared about him so much it was scary. Never would she openly admit that, too afraid to ruin their friendship if he didn't feel the same, so she had to be careful to avoid joining their spikes by accident for anything that wasn't mission related.

Only once did it happen by accident, but she was quick to distance herself from him before her embracing feelings became known to him.

That didn't mean she couldn't content herself with leaning more surely against him in search for that comfort only a close friend could offer.

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