This is my first Ben Gwen fic. So I will do my best.

Nothing really excites Ben too much, except the thought of fighting aliens and the thought of girls. He loves everything about girls, he loves they way they look, the way the smell, the way they move, the way they sound….. Ring… Ring….Ring

He is kind of annoyed as he answers the phone because it's 3:20 in the morning and he is lying half asleep- thinking about girls.

"Who the hell calls at 3:20 in the morning?" Ben yells into the phone, not loud enough for his parents to hear.

He doesn't realize it is Gwen and is still yelling into the phone at her.

Ben hears crying at the other end of the phone and as he is about to speak when he hears.

"(Tearfully) I was just going to tell you that Grandpa Max and I were going to be a little late and……Urg" Click

"Gwen?" Ben yells into the phone.

He quickly dials her back, realizing that he had been ferociously yelling at her and she hung up on him.

Gwen picks up "(sniffling) you dweeb" she is really hurt by his outburst at her.

"Gwen, I am so sorry, I didn't know it was you." Ben is truly sorry and he hopes this does not hurt their relationship, over the past 2 years they have been getting along very well and have gotten rather close.

"Forget it" she says, still lightly sobbing.

" (Inhaling loudly through her nose) I wanted to tell you that Grandpa Max and I will be a little late when we come pick you up" Gwen says.

"Pick me up.....?" Then he remembers it is the first day of summer and that his cousin and Grandpa Max were going to pick him up at 4:30 am to get an early start on their summer RV trip.

His thoughts drift back to their last RV trip, the trip he regretted going until he regretted going home. They were gone 3 months and everything was perfect, he remembered all of the aliens he fought with Gwen and Grandpa Max fighting at his side. He also remembered that in the first week of their trip, Gwen and he grew closer together and for the first time he could remember, they actually started to get along. Before that they could hardly stay in the same room for more than five minutes before they started arguing or started yelling at each other for no apparent reason.

"Ben…"

"Ben, are you still there"

"Hello" she finally screams into the phone because he wasn't responding.

Ben finally snaps out of the wonderful thoughts he was having about last summer and responds…

"Sooo what time should I be rea..." Ben hears her scream and then BOOOM!

"Gwen is everything alrig... (Click)" He practically yells into the phone.

He frantically try's to dial her back, but she doesn't answer.

He runs out the door and using his Omnitrix, he transforms into LXR8 and speeds to go look for Gwen and Grandpa Max. He knows they can't be far when he sees and hears an explosion that is in the direction of Gwen's house. He races toward her house. When he gets there he finds the RV but Gwen's house is gone. What's left is a burning pile of rubble that used to be Gwen's house.

Thinking to himself "this cannot be good" he frantically goes around the area looking for Gwen and Grandpa Max. He transforms back into human form and goes inside the RV. He tears the RV apart looking for them, but they are not there.

Ben is about to call Gwen's cell phone when he hears crying under the RV. He quickly gets on his stomach to look under the RV and that's when…

"GWEN!!" Ben is so relieved to find his red haired cousin and she doesn't seem to be hurt.

Ben helps her get up and hugs her and will not let go. She graciously returns the hug.

"Gwen, thank goodness you are ok"

"Where is Grandpa Max and what happened to your house?" Ben asks her with utmost concern and disbelief as he looks at the pile of burning rubble.

Then the vision flashes through her mind again as she sees her house disintegrate right after Grandpa Max went inside to tell her parents one last thing before they were going to leave.

"There all gon…" Gwen replies as there is a look of utter terror on her face as she faints and collapses into Ben's arms. It is too much for her to take in all at once.

Just then Ben hears and sees another explosion off in the distance. Then he realizes that the explosion was in the direction of his own house.

Thoughts race trough his mind- Mom, Dad, Gwen and her parents, Grandpa Max. Ben almost lost it, but now is not the time to start acting crazy because he knows Gwen needs him now, more than ever if she is going to make it through.

Ben gently but quickly scoops Gwen up and carries her into the RV and puts her down on her bunk. Then he puts the petal to the metal and speeds off to his house, thinking of his family, they never knew what hit them. A tear trickled down his cheek and he just hopes they didn't suffer.

A few minutes went by when he pulled up to his house, or for that matter, where his house used to be. He can't help himself and he starts to cry uncontrollably and starts to pinch himself to see if he is dreaming, but he isn't and the flames and smoke are all too real. His parents are gone and he didn't even wake them up or try to warn them in any way. Ben feel so guilty and he wishes he could have been the one to die and not them. He is so aggravated and feels like dying.

"Ben" a quiet almost ghostly voice says from behind him. Gwen looks outside and sees Ben's house is gone too.

"Do you think they made it?" Gwen faints again and Ben lunges and catches her from falling down the RV steps.

Ben doesn't know what to do, practically his whole family was just killed, the only other relatives he has are thousands of miles away.

He doesn't want to call anyone because he has a good feeling since both his and Gwen's parents are dead, they will be separated and have to go into foster homes until they are 18, which they are 16 now and he just can't let that happen to Gwen. Ben will have to take care of her because he knows she would probably kill herself if they were separated. Ben knows he will kill himself if they are separated or anything bad happens to her. He has to protect her no matter what. Ben will do anything to make sure she was safe and happy, if he has to, he will die to protect her that is how much he cares for her and loves her. Gwen is the one last true friend he has left and the one he loves more than anyone else in the whole world.

They will have to live in the RV until they can straighten everything out, they will need food, supplies, clothes. But they don't have any money. "This is not going to be easy" he thought to himself. Ben looks out the window as he hears the screech of tires on the pavement.

Kevin appears and immediately wants to know where Gwen is and what happened.

"She's inside, and our family is gone." Ben tells Kevin, who has his mouth open in shock. Then Ben collapses from all of the stress and fear and anxiety he is feeling and falls down the stairs. Kevin drags Ben inside the RV and sets him down next to Gwen on her bunk. Gwen is shaking uncontrollably and is whimpering; she is still passed out from all of the anxiety of losing her parents, Grandpa Max and her Aunt and Uncle.

A short while later Ben wakes up and finds himself on Gwen's bunk and Gwen is lying close to him with her head resting on his chest, she is still sobbing, but quietly and is shaking all over. Ben is sad, but he knows she is comforted by him and he is comforted by her.

"What happened, I came over after Gwen was not answering her cell phone?" Kevin asks, because he is worried and doesn't believe what Ben told him earlier, how could Ben and Gwen's family be gone?

"Where are your parent's and Gwen's parents?" Kevin asks.

"I already told you they're gone!" Ben screams as he gets up, he wants to hit Kevin so bad because he already told him they are gone.

"Ben, are you 100% sure?" Kevin asks again.

"They're gone, dead, blew up in the explosion, did you see both houses Kevin, and how many damn times are you going to ask me the same question!" Ben ferociously screams at Kevin.

This is too much for Gwen to deal with and she goes to get up and run but she feels light headed and falls again.

"Gwen, it's alright, I'm here for you" Kevin exclaims as he puts his arms out to catch her, but to his shock she falls into the awaiting arms of Ben, who embraces her tight so she doesn't fall.

Kevin, who is still in shock from Gwen falling into Ben's arms, moves away and contemplates their next move. He does not know why Gwen would prefer Ben over himself. But then he realizes they are family and they did just lose the rest of their family, so he felt it would be natural for her to do that. Anyways, in any other case, she would have fallen in his arms, right? He thought to himself and brushed the thought aside, they're cousins, why should he be worried. Of course they don't love each other as more than family, do they?

Ben tells Kevin that they need to get out of here because it is not safe.

Kevin is about to tell Ben that they can use his car and go back to his house when there is an explosion and he sees a wheel roll by the RV. Then he realizes it is the wheel to his car. Kevin run's outside the RV and his car is completely destroyed.

"Kevin, we need to get out of here and fast!" Ben yells.

"I will drive, where are we going to go?" Kevin asks.

"I don't know, anywhere but here right now, just drive, and hurry!" Ben yells again at Kevin.

Kevin starts the RV and drives off; Gwen is asleep as she lies on Ben with her head resting on his chest and Ben has his arms tightly wrapped around her so she doesn't fall and to let her know he wasn't going to let anything happen to her.

"I know where we can be safe…for now" Ben exclaims as he pulls an address out of his wallet. In doing so he accidently wakes Gwen

"Grandpa Max told me to take the rest of the family here if anything went wrong; he said it was a safe house."

"Where is this safe house?

Ben tells him the coordinates so Kevin can put them in the GPS system.

"Crap" Kevin yells, awaking the red haired Gwen, who starts sobbing again.

"What's wrong, Kevin?" Ben asks.

"The safe house is in Denver, Colorado" he says

"So, what's your point?" Ben asks.

"We are in Maryland, the safe house is over 1600 miles away and we are almost out of gas, and another thing, we don't even have any money." Kevin exclaims.

Then Ben remembers that Grandpa Max always kept the travel money under the driver's seat of the RV. He tells Kevin…

"Look under your seat, there should be some money there."

Kevin looked under the seat at a red light and finds $1000.

"Hey, back there, I'm stopping for gas, ok" expecting to hear a reply, but it is silent.

"Hello, earth to Gwen and Ben"

Still no response and Kevin gets up to check on them. Both Gwen and Ben are asleep. Gwen has her face buried in his chest and her arms around his neck, while Ben on the other hand has his arms wrapped tightly around Gwen's waist.

Kevin gets out paying for and pumping the gas. While inside the store, he buys some food and drinks for the three of them because he knows they will be hungry soon and doesn't feel like stopping because it will only slow them down. As he shuts the door, after getting back into the RV, he looks back to the bunks, Ben and Gwen are still there embracing each other, but both of them are slightly awake.

"I love you Ben" she says

Ben replies "I love you too Gwen" and kisses her on top of her head

Ben realizing what he did, looks at her waiting to move or object in some way like she normally would of, but she didn't. Instead she lifts her head and returns the kiss on Ben's cheek. Then she slowly lowers her head and goes back to sleep. Ben starts to rub her back and tells her…

"Everything is going to be ok, Gwen, I promise" Ben whispers into her ear.

After a while Gwen starts to shake and wakes up because she is cold. She gets up only to wake Ben up who asks…

"Where are you going, is everything alright?"

"I'm cold, I'm getting a blanket" she replies.

With that Ben doses off for a while and Gwen returns and covers her and Ben with a blanket as she wraps her arms around Ben's neck and goes to sleep.

A few hours later, Gwen wakes up and goes to get up but can't because Ben has his arms wrap tightly around her.

"Ben…"

"Ben" she says into his ear as she gently taps him on the cheek.

Ben wakes up and asks her what's wrong.

"Ben, you can stop holding me so tightly" she tells him.

"Why, I don't mind?"

"Unless you want me to pee all over you, I suggest you let me get up."

"Oh…ok" he lets go and she scurries to the bathroom.

A few minutes later she comes out of the bathroom and lies next to Ben and gives him a big hug which he generously returns. After a little while she starts to fall asleep.

Ben starts gently stroking her hair and rubbing her back, he feels her tense muscles relax and she is sound asleep.

The RV stops as Kevin gets up, he has been driving for almost 6 straight hours. He calls for Ben who wakes up and tries to gently sit up without disturbing Gwen too much. He gently slides Gwen off of him and back onto her bed, where she grips her pillow tightly. She looks so pretty when she sleeps, Ben thought as he covers her up with a blanket. Ben moves away from her and toward the front of the RV.

"I've been driving for so long I can't see straight, I think we should take a break?" he says.

"We can't afford to stop; I think I will drive for a little while, anyways you look like you could rest for a little while." Ben says.

Ben takes the wheel and starts driving, it's taking them a lot longer than anticipated to get to their destination. It is now 8:30 at night and Ben is also exhausted from all of the traffic they experienced earlier. He decides to pull off. He yells back to Gwen and Kevin…

"We are going to stop for a little while"

Gwen falls off her bunk because she is startled by the yelling and because Ben's arms are not stopping her fall. She turns around to yell at him when she realizes it is Kevin lying with her on her bunk.

She quickly gets up and goes to the front of the RV and asks Ben…

"Why was Kevin sleeping with me in my bed and what are you doing up here?"

"I was driving for the past six hours because Kevin looked really beat and he couldn't see straight, so instead of getting into an accident, I offered to drive." Ben replies.

"But why didn't you tell me you were getting up?" Gwen asks.

"I didn't want to wake you because you were sleeping so soundly." Ben replies.

Ben goes over to Gwen's bunk and wakes Kevin up to ask him if he can drive again, Kevin gets up and responds…

"Sure, I can take over for a little while" Kevin says.

Gwen goes and sits down on her bunk and Ben sits next to her and tells her everything will work out and that even though their family is gone, she still has him and he still has her. Gwen snuggles up next to him and stares into space as she replies…

"I know Ben, if you had died, I would have killed myself because you are the one person I love more than anyone else."

"Gwen, I do to, I was so worried that you had died when I went to your house to look for you. I don't think I could have gone on if you had died, I would have never forgiven myself." He replies.

A few hours later the RV stops and Kevin says they are stopping at a hotel for the night. He goes and rents out two rooms for the night. He is secretly hoping that Gwen will sleep with him tonight. As they leave the RV, Ben goes to open the door to his room and Gwen follows him onto his room. Kevin is shocked and jealous because he loves Gwen and thinks she has feelings for him. But his anger is short lived because he remembers that they are still family and they did just loose their family.

"Aren't you going to go and sleep in Kevin's room? Ben asks.

"No, why would I sleep with him, Kevin kind of disgusts me in a way?" she responds.

Going off on another subject, she asks him if they can go and find something to eat.

"Sure, I will go and wake up Kevin and tell…" he is cut off when she says…

"Kevin is probably asleep and there is a restaurant right next door which also has a strip mall next to it."

"Ok, let's go."

They go over to the restaurant and get something to eat. They are absolutely starving and are relieved as they finally get something in their growling stomachs. Afterwards, Gwen takes Ben by the hand and they walk over to the strip mall. She really wants to get some new clothes because she has been wearing the same thing for 2 days. They are also going to need some basic necessities like food and drinks.

"Hey Ben, lets go over there" She says excitedly.

Ben looks where she is pointing, she is pointing to a clothes store. Of course she would want to go clothes shopping, she's a girl. He gently chuckles to himself. Gwen looks at him and sees the expression on his face and asks him what's so funny.

"Well, I don't mean to be rude, but that figures you would point to a clothes store first." He laughs as he exclaims this.

She playfully hits him on the shoulder and says…

"Well you can go with me and see what looks good on me." She responds kind of seductively.

Ben can only look at her and smile as they scurry on over to the clothes store. Once inside they go over to the woman's clothes section and Gwen picks out a few tops. She holds two up and asks him…

"Which one do you think will look better on me?"

Ben contemplates for a second and responds…

"I think they both look nice."

"I think so too." She responds.

Next, they go and look at bottoms.

"I'm going to try these on." She says when she finds a pair of nice jeans and a skirt. Upon looking closer at the skirt, she realizes it is the same one her mom had.

"Mom has the sam…" she stops. Realizing what Gwen is thinking about, Ben reaches his arms out and embraces her as she starts crying.

"It's ok, it's ok" he tells her and then he remembers his parents and Grandpa Max. He starts to cry too. He leads Gwen over to a bench and they both sit down. After a little while, they both manage to stem up the flow of tears and pay for the clothes. They both go back to the hotel room. They go to Kevin's room, which the door is wide open, and when they get there, they find that Kevin sitting on the floor along with a dead body. There is a lot of blood all over the place and there is a knife sticking out of the dead guy's chest.

Upon looking at the blood and the fact Kevin is cut up and covered with blood, she faints again. Ben catches her before she hits the ground and lays her on the bed. He then goes over to Kevin and asks him…

"Kevin, what the hell happened here?"

I figured this would be a good place to stop.