A/N: This takes place during Alien Force after "Grounded" but before "Voided".

Disclaimer for entire story: I don't own Ben 10/Alien Force.

"Talking"

"Thinking"

A Late-Night Shocker

It was around one in the morning when Ben heard a strange sound coming from outside. At first he ignored it believing it was some kind of small animal picking through the garbage, especially around this time of night. However when the noise continued on and seemed to be getting louder, Ben groggily decided to get out of bed and see what the source of the noise was. He went to his window and took a quick look outside, scanning around the area. Yet he became more alert and awake when his eyes eventually landed on a strange figure that was just across the street from his house. He couldn't make out what the figure was because it was still dark out and the street lights didn't provide enough light. Not wanting to be seen, he immediately moved to the side of his window making sure he was out of sight and continued to watch the figure cautiously as it slowly moved closer to his house. It wasn't till the figure reached his front yard that he could see that the figure was actually the shape of a person. Though he still couldn't make out who the person was since the outside house light was off around this time and he had his bedroom light off to avoid drawing the person's attention to himself. He watched as the person was now walking at a snail's pace on the pathway that lead to his front door.

This however made Ben very suspicious, for all he knew it could be a DNAlien in disguise and it was trying to catch him when his guard was down.

"B…Ben," the person said in a very raspy but glad voice while moving closer to the front door.

Ben's eyes narrowed and slowly raised his left arm with the Omnitrix on it, while he put his right hand on the Omnitrix ready to activate it when the person came close enough for him to make a move. The person was now only a few feet away from the door and Ben had already turned the dial to the alien he wanted, getting ready to press down on the device. Yet just when his right hand was just over the dial, the person suddenly fell down on the ground.

"Ben, please…help…me," whispered the person in a begging tone full of pain before the person appeared too had gone into unconsciousness.

When Ben heard this, he froze in surprise not expecting a cry of help to come from the mysterious person. However, hearing the person make a painful groaning sound snapped Ben out of his frozen state and decided to go over to the person himself. Ben went outside through his window and cautiously inched his way closer to the person on the ground. As he got closer to the person, his eyes widened as he was finally able to clearly see who it was.

"Gwen!" Ben shouted urgently, seeing his cousin with numerous injuries all over her body.

He quickly made his way to Gwen and kneeled down beside her, fully looking her over. Ben was taken aback at how awful Gwen looked right then. Her cloths looked worn and were torn, leaving only shreds of the clothing barely covering her, to which Ben had to fight back a blush at. Unfortunately because of this Gwen's body was mostly exposed, allowing Ben to see many dirty and grimy smudges all over her body. He also could see various deep and bloody cuts, scars, and bruises that were scattered all over her arms, legs, and chest. Her hair was unruly and had been clearly burnt in some areas of it making its length now to her shoulders. But to Ben it looked like her face was the worst part. On the side of her face was a large purple bruise, blood was running out of her nose like a waterfall, her lips were busted and bleeding, her eyes looked tired, red, and puffy, and when Ben moved her bangs from her face he saw a huge bloody gush on her forehead.

Anger was growing inside Ben at seeing Gwen in such a state and at the thought of the something or someone that did this to her. His hands were clenched tightly into fists, his body became tense, and his eyes carried a raging fury in them. However his anger faltered as soon as he felt a pair of soft, yet tattered hands gently wrap around his fists. His eyes softened as he looked down at the barely conscious Gwen.

"Don't," replied Gwen quietly, staring at Ben with pleading eyes as she made her grip tighter around his fists.

Ben understood what Gwen was telling him, so he took a deep calming breath and unclenched his fists as he let his anger dissipate. Now that he was calm, he was able to think more clearly and realized he needed to take care of Gwen first before he did anything else. Looking at her again he could tell she was close to passing out at any second.

"Gwen, try to stay awake for me ok?" Ben responded in a serious tone.

After she gave a quick nod in conformation, Ben carefully lifted her up in his arms and began carrying her to his room. While he was carrying her, he noticed that she was burring herself deeper into his chest and her hands were tightly gripping his shirt. Ben was so stunned by her actions that he almost lost his balance, but managed to catch himself in time. He resumed his walk towards his window while his eyes made occasional glances down at his wounded cousin who was pressing herself securely in his arms.

"What or who could have done this to her? I've never seen her look so vulnerable before, Darn it! How could I let something like this happen to her?! I should've stayed with her yesterday to make sure she was ok. But no, I just had to leave her with Kevin and go on my date with Julie. And now look what happened. I'm supposed to be the hero and save the world, yet I couldn't even protect my own cousin and from the looks of it Kevin couldn't either. That settles it; I'm not leaving her alone with Kevin like that again. From now on all of us are going to be double dating!" thought Ben with determination.

"Ben," called Gwen, bringing his attention to her.

"Huh?" was Ben's simple reply as he was torn away from his thoughts.

Gwen rolled her eyes at this, but then a small smile adored her lips.

"You've been standing by your window for the past three minutes now," she answered normally, with a hint of humor in her voice.

"Oh," said Ben as a small blush appeared on his cheeks, before he quickly went through the window into his room with Gwen still in his arms.

When Gwen saw him blushing from embarrassment, she couldn't help letting out a small laugh in response. Despite how soft her laugh was, Ben had heard it bringing a light smile to his face.

"Well, you seem to be getting better," Ben jokingly stated as he placed Gwen carefully down on his bed.

Gwen instantly gained a stern expression on her face and slowly placed her hand on Ben's cheek.

"I always feel better when I'm with you Ben," declared Gwen firmly with clear confidence in her eyes.

Ben was now feeling very uncomfortable and nervous, not knowing how to handle Gwen's sudden display of strong emotion towards him. So he quickly moved out of Gwen's reach and began walking to the door.

"Um…I…um, better get the first aid kit. You just…um stay there," Ben stuttered nervously while avoiding eye contact with Gwen as he was gradually walking backwards to the door.

Gwen blinked in confusion at his actions, but then what he said had registered in her brain.

"Right, because I could just get up and go to the kitchen to get a snack," she replied sarcastically, rolling her eyes a second time that night.

Ben relaxed some at seeing Gwen back to her usual self.

"A teasing, know-it-all Gwen, I can handle. An emotional, fragile Gwen, not so much," Ben thought as a smile crossed his face.

"Very funny, I'll be right back," announced Ben taking a short glance at Gwen before leaving his room and started walking to the bathroom.

"Watch out for that ball!" he heard Gwen yell from his room.

Ben continued walking as he looked back in the direction of his room in confusion.

"What ba…ow," grunted Ben as he just tripped over his soccer ball that somehow ended up in the middle hallway.

"Never mind," replied back Ben as he picked himself and his soccer ball off the floor and continued walking down the hall until he heard another comment from Gwen.

"You're such a dweb, you know that?!" she shouted back humorously.

This caused a huge grin to form on his lips as he again faced the direction of his room.

"Yeah, you too!" he yelled back with the same amount of humor in his voice before heading on to the bathroom.

Ben had now bandaged and tended all of Gwen's wounds, and was grateful to find that nothing had been broken or too serious that couldn't have been taken care of. Nevertheless, she still was too weak and sore to move too much on her own.

"Guess that takes care of everything," announced Ben entering his room after he put the first aid kit back where it belonged.

"Actually…there is one more thing," Gwen replied who was sitting up on the side of the bed facing Ben's direction.

"What's that?" he asked her curiously.

"Take a good look at me Ben," she told Ben in a serious voice.

Ben raised a brow at this, but did what she told him anyway. He scanned her from bottom to top trying to figure out what Gwen was trying to tell him. However, Ben's focus started slipping as he kept getting distracted by how much of Gwen's body was being exposed to him. Since most of her stockings were torn and her skirt was ripped around its edges, he was able to get a good look at her beautifully long and shaped legs. Given that the only thing left of her upper garments being her white under shirt with most of the bottom part of it torn off, he also got a nice view of her cute petite stomach. Not to mention that the shirt was made of a thin material and showed the form of her round breasts through the fabric perfectly, which Ben couldn't help staring at for a few extra seconds. Lastly, he gazed at her face, Despite the injuries on it, her face still held its delicate and gorgeous frame. Overall he noticed; that even with the bandages covering most of her body, she was still the attractive looking female.

"I…uh…don't see anything," stammered Ben as avoided looking at Gwen while trying to hide his blush at the same time.

"I'm going to have to say it, aren't I?" Gwen asked him though it came out more like a statement.

When she received no response from him she knew that she would have to tell him directly, so she took a quick breath trying to keep herself under control.

"I need…to get cleaned up," she declared in a low voice, now making her the one to try and hide her blush from her cousin.

After he heard this he took another glance at Gwen and took note of all the dirt and grime spots on her cloths and a few in her tangled hair that were still present.

"Yeah, I guess you do. I'll go start a bath for you," Ben stated as he started to leave the room.

"Ben, you do remember that I can barely move right?" asked Gwen, which stopped Ben cold in his tracks.

"Oh man! Maybe I should've told my mom Gwen was here when I ran into her on my way to the bathroom then we wouldn't be having this problem. But if I told her how Gwen looked it would most likely cause other problems that we can't afford right now. Especially since I still don't know what happened to her. I guess I have no choice, I have to…help her," thought Ben as a sudden nervousness started building inside him.

So Ben had no choice but to carry her in his arms all the way to the bathroom while making sure he didn't run into either one of his parents. Once he reached the bathroom, he helped Gwen sit on the edge of the tub. When he was sure she was fine for the time being, he quickly went to his room to get a pair of Gwen's pajamas from the large duffel bag he kept hidden in his closet. He was grateful that they decided to keep some of the other's cloths in their house for emergencies like this, especially when the time they agreed to do this their parents didn't know about their dangerous adventures.

Ben with the clothing in his hands went back to the bathroom where he saw Gwen starting to remove her garments. He immediately turned away from her and decided to lock the bathroom door to temporarily distract him from the site. However, he realized he had to put down the cloths he was carrying and the only place he could do that was on the toilet top that was right next to the bathtub. So he swiftly walked in the direction the toilet was trying to avoid seeing Gwen at the same time. Yet when he reached his destination, he caught a glance of Gwen through the corner of his eye and noticed how much she was really struggling in attempting to take off her cloths.

"Do you…uh….need any help?" Ben asked hesitantly, still trying to avoid staring at Gwen.

"No, I think I can do this part," she answered causally, putting her focus mainly on the task she was trying to accomplish.

"You sure?" he asked worryingly, glancing again at her when he could see her fighting the pain while she moved.

"I'm sure I…OW! …can't," replied Gwen in defeat, immediately stopping what she was doing.

"Great," muttered Ben in a dejected tone before moving closer to Gwen with a determined look on his face.

"Ok Ben, you defeated numerous aliens, survived the Null Void, and most importantly stomached your grandfather's cooking. You can do this," he thought to himself encouragingly.

Once he reached Gwen, he cautiously began pealing off her torn and worn garments. She had already managed to take off her shoes so he decided to start with her shirt. Ben gently lifted it up over her head while Gwen carefully raised her hands up so it would be easier for him to take the shirt off. As soon as the shirt was off he went straight to taking off her skirt, trying to avoid looking at her upper body. The skirt was easier to take off since he just had to pull it down and slide it off and did the same thing with her stockings.

Now the hardest part was left, removing her underwear. Ben had to pause and take a huge breath before he continued. Gwen noticing this decided to turn her back towards him hoping that this would make it easier for both of them to handle the last part. This seemed to work since Ben was able to take off her bra without him having to worry about accidentally seeing her breasts. And lastly he, with Gwen's help, was able to slip off her panties swiftly without anything being seen.

After the last of her clothing was off, Ben put the pile of dirty cloths to the side and then started fiddling with the faucet for the tub. Seeing this, Gwen instantly grabbed his hand firmly to stop him from turning on the water. Ben was caught off guard when he felt her hand take his so suddenly. But what really surprised him was strange feeling that came from the contact of her hand on his, it felt different but not in the bad way.

"Maybe this feeling came because our hands never touched like this before. Come to think of it, we hugged but hand holding never seemed to come into play with us that much. Well expect for that one time when she taught me how to dance, but I don't think that counts. Besides I don't remember feeling this way when that happened…but maybe it felt that way and I didn't pay attention to it back then. Or maybe……I don't know! This is all so confusing!" Ben thought frustrated.

When Gwen noticed the aggravated expression on Ben's face, she was about to ask him what was bothering him but then she realized that her hand was still holding onto his. A part of her wanted to never let go of him and enjoy the feeling that his hand in hers had caused, but the other part knew that she had to eventually release him. So to try and please both sides she gave his hand a gentle squeeze before she quickly removed her hand from his. The sudden departure of Gwen's hand had snapped Ben out of his thoughts, making him give his cousin a curious look. Gwen seeing the look he was giving her, made her remember the reason for grabbing his hand in the first place.

"I know I should've said this earlier but…...I want to take a shower," Gwen replied quietly, evading any eye contact.

"What?! Are you serious?!" asked Ben in a very shocked voice.

"Well, a shower is much more effective in getting you clean than a bath. If you take a bath you technically get yourself dirty again because you are still sitting in your own filth even after you've washed yourself off. However if you take a shower you avoid sitting in dirt water and you stay clean after your done washing," explained Gwen in an informative tone.

"Why did that have to make sense? Then again this is Gwen after all," Ben thought dejectedly as he let out a sigh as he stepped into the tub.

He did his best to keep his eyes from gazing down below her face as he helped Gwen stand up in the tub. Gwen's back was now pressed against Ben's chest since he had to hold her securely around her waist to keep her from falling. Once he was sure Gwen was situated, he was about to turn on the water until Gwen's hand stopped him again.

"What do you think you're doing?" she asked in a strict tone as she turned her face to Ben.

"About to help you take a shower," he stated slowly wondering where she was going with this.

"And get you cloths wet," stated Gwen giving him a firm look, making Ben roll his eyes.

"Wet pajamas never hurt anybody Gwen."

"Say that to the people who get pneumonia from having on wet cloths for too long."

"I can handle it Gwen."

"No way Ben! I'm not going to let you get sick because you're being stubborn! Now take off your cloths this instant or I'll do it for you!"

"I'm not taking off anything Gwen!"

"Then you leave me no choice," said Gwen before she immediately turned herself around in his arm and began rapidly unbuttoning his pajama top.

This had taken Ben completely by surprise, making his hold on Gwen start to loosen. By the time Ben got over his shock, Gwen had already finished unbuttoning his top and was now trying to pull it off. He immediately used his free hand to grab one of her hands in an attempt to stop her from going further. However she used her free hand to continue on with what she was doing.

"Gwen, stop it!" Ben replied frantically as he took his arm from her waist to grab hold of her other hand.

Gwen gave him a defiant look as she started pulling away from him, trying to get her hands out of his grip.

"No, you need to stop acting like a little child. Now stop being stubborn and let me…" was all she had said before she slipped and was now falling.

Ben thinking quickly used one hand to grab one of her hands and the other he put around her waist, while Gwen in response wrapped her free arm around his neck. Doing this managed to stop her fall, preventing her from hitting the floor of the tub.

"Are you ok?" Ben asked Gwen once he pulled her back up on her feet.

"Yeah…I guess I'm weaker than I thought," Gwen answered in a small and dejected voice, with her head lowered.

By the way Gwen had answered him; he realized that she wasn't just referring to her current physical state but herself in general. This of course worried him because Gwen had never thought of herself being weak before. His concern grew more as Gwen suddenly gripped his shirt and her body grew tense as she buried herself firmly against his chest.

"Gwen, what's wrong?" asked Ben in a worried but soothing voice as he gently caressed her back, hoping it would ease her.

This seemed to work as Gwen started to relax. She then looked up to see the worried and confused stare Ben was giving her. Gwen couldn't help staring longingly back at Ben as memories of him began coming to her mind, making a few faint tears come from her eyes.

"I missed him so much. I never thought I'd have a chance to be this close to him again," thought Gwen before she slowly leaned towards his face.

Ben seeing the dazed faraway look in Gwen's eyes; realized she was now acting subconsciously nevertheless it didn't stop the alarm that went off in his head. Yet before he could think to do anything her lips came in contact with his.

A/N: Ok, this is my first Ben 10 fic and I'm a little unsure of how this first chapter turned out so I would appreciate some feedback on how I did this so far.