*Before I go any further w/ this story, I just want to make this clear. I don't own Ben 10 AF, Man of Action does. Now enjoy the story.

Ch.2

As Ben makes his landing in his now blue and black moth-man-like form, tons of thoughts are running through his head. "How am I going to explain this to Gwen without actually telling her how I feel yet." He figured he'd worry about that later, as he shifted back to his human form in front of Gwen's house. As he swallowed the fear that was welling up in his hands as they reached to knock on the door. Three knocks against the hard wood and came a 15 year old with auburn colored hair with piercing green eyes. "Ben, what's up?DID SOMETHING HAPPEN TO JULIE?" Ben was thinking how to put this. "No she's fine, but... we broke up." Gwen put on a questionable face as her mind attempted to put things together. In the mean time she allowed him to answer the house as both of them made it to the living room. "Why did you break up with her?" the question escaped her lips those words he was trying to avoid pass through his ears.

His bright green eyes scanning around the room he finally got the courage to speak, "Because I realized that I was using her to get my mind away from..." He paused. Gwen arched her head forward to make him say who. He looked at her with a serious look in her eyes. It was that look that showed the words that didn't even need to be said. "Me?" "Yes, you." Ben was waiting for the hit to the head, the great ranting of how they were cousins and it wouldn't work. All he got was Gwen's face in a troubled look. With that look he realized that it could never be. "Gwen," he began "I really do like you and know it is more than cousins should. I know that you like Kevin so I will let you make this decision." She nodded in agreement. "Oh..!" Ben remembered. "I'd like you to please be careful, lots of girls in Bellwood have been getting hurt I think you could be next." Gwen smirked at his statement claiming she was defenseless.

"Ben do you forget that I have a black belt? Not to mention I have my powers." Ben understood that she thought he was taking her power lightly but he still felt uneasy. "I just want you to watch your back OK? Just promise me." She nodded as she walked out the door. "I'll see you later" she yelled to him on her way out the door. Ben just sat there in confusion and fear. Please be careful Gwen I really don't think I can lose you. He decided to go home and just hang out while Gwen figured things out. Gwen, in the meantime made her mana panels and used it as a pathway to Grandpa Max's fishing spot. (If you don't know look for the episode "what are little girls made of?") She sat on the exact same rock staring at the moon in the every moving pond of fish. Thinking back on what had just been said to her. "This is frustrating" she thought. "I thought that I liked Kevin and now Ben just immediately says that he loves me. What am I gonna Do?" She threw herself onto the whole rock as she stared at the clear night sky. Her eyes closed themselves and she seemed to landed into daydream. There stood Kevin and Ben, each of them looked at Gwen then looked at each other. It was an old tough guy who's gonna get the girl scene. With that Ben immediately socked Kev in the face. Instead of looking around for something to absorb, he just hit him right back. Gwen couldn't believe that she was watching them. Before they killed each other, Gwen finally got the courage to speak and at the top of her lungs she yelled "ENOUGH!".

Gwen quickly shot up from her laid down spot on the rock and noticed that it was all a dream, though it seemed more like a message to her. She placed her hand on her forehead trying to get a grip on reality. Then, she chose to head home and give Ben her answer in the morning. Upon standing up and having one last glimpse of the moon in the shallow pond, an unknown figure walked quietly behind her and bashed her spine with what seemed to be a stone fist. Gwen only felt pain as she was trying to get a grip on her situation. Like a rock she fell to the ground unconscious. 1 hour later, Gwen awoke to find she was under immense pain. All she could do was get up and stand. She walked down to the pond for a look at herself. When she looked down, she saw great blood stains in her face, mostly her nose, and also stains of her blood on her usual academy-like attire. She was going to head to Kevin's to help considering she could barely walk around let alone walk miles to his house. Swiftly examining her area in case there was someone else there, she made her panels of purple pink mana and made her pathway to Ben's house to get some help in case there was an injury that needed more attention. About 10 minutes later, Ben was in the living room watching a Sumo Slammers marathon and heard a knock at the door. He jumped off the couch questioning who would be there at that time. As he opened the door stood a gravely injured Gwen. "I need some help... Please." was all that escaped Gwen's lips before her body gave out from exhaustion. Ben immediately caught her in his arms and coursed his fingers through her auburn colored hair. Once in his arms, Ben realized that what he hoped wouldn't happen came to pass. His face became an emotionless expression. Inside though, he was happy that she was OK and would worry about the details later. To tend to her wounds he carried her bridal style up the stairs to his room.