A/N: okay, I've been working hard, but these will definitely be up slow. Because of the songs, I really need to perfect these. Or else it will be a disgrace to the music. The first one took me three days of perfecting and epic edits.

Warning: EXTREME FLUFF!

Disclaimer: don't own 'Omaha' or Ben 10. song is by Counting Crows. Ben 10 is owned by Man Of Action.


'Omaha'

Start tearing the old man down

I curl my fingers around the newest Rustbucket's steering wheel. How I got dragged on this road trip, I have no idea. For some reason, I have a feeling Gwen started it and I just agreed numbly when Max asked me to come. It felt like I was being accepted for once.


Run past the heather and down to the old road

Gwen falls into the passenger seat, dark bags under her eyes. Max drives during the day, me at night. Ben and Gwen sleep when they want and ride with whoever's awake. I was surprised to see her up, but it fades fast. She clamps her seatbelt on. "Hey," she murmurs and stares out the windshield for a second before reaching over to turn on the radio to an old rock station.


Start turning the grain into the ground, roll a new leaf over

I respond with a little smile for her. I'm almost always alone at night except for when Ben sleep walks. That seems to happen a lot. It's silent and cold, staring out into the darkness of Iowa. I'm pretty sure we were there. I just drove whatever road presented itself. "Why are you up?" I dare to ask. She looks tired. She should be asleep.


In the middle of the night, there's an old man treading around in the gathered rain

"You seem lonely. I never get to see you if you're asleep all day and awake all night." She reached over and placed her hands over mine. Her skin warms mine and the invisible sparks jump between us. I hate how we never find time for just us anymore.


Well mister, if you're going to walk on water
Could you drop a line my way?

"But you need to sleep," I point out.


Omaha Somewhere in middle America

That gets her to roll her eyes. Her hand is like a fire against mine. The sparks won't stop raining down on my skin. It's so good. "God, Kevin, you are such an idiot sometimes."


Get right to the heart of matters
It's the heart that matters more

I wasn't about to argue with her. Gwen is Gwen. She always seems to win an argument with me. "How?" Asking questions seems to work better.


I think you better turn your ticket in
And get your money back at the door

"You don't get the point that I don't need sleep."


Start threading a needle

About to ask further, I stop myself, holding my breath. I stare out at the moon that was rising over the horizon instead. It was the Wolf Moon. First of the year. Always the brightest and seemingly the biggest.


Brush past the shuttle that slides through the cold room

Gwen sits there, her eyes glazed over in thought. She was always beautiful. I want to hold her tightly, rip my hands off the wheel. But then I'd crash the Rustbucket and possibly get us both killed. If that happened, I'd never forgive myself. I'd die of grief. She's my entire life. She's all I have to care about.


Start turning the wool across the wire, roll a new life over

I look at her and know that I've changed. I feel it. She actually loves me and that's what reminds me everyday. I am a monster on the outside, as she likes to say. But inside, there's a heart of gold.


In the middle of the night, there's an old man threading his toes through a bucket of rain

The second part I doubt because I'm pretty sure I wouldn't be able to live if my heart was really made of gold…


Hey mister, you don't want to walk on water
You're only going to walk all over me

"Why don't you need sleep?" I ask softly, letting the radio's sound wash out my thoughts. Gwen's voice had almost the same effect, leaving me drained and wanting more.


Omaha Somewhere in middle America

She looks over to me, this tiny smile stuck on her face. It strikes me as beautiful. Just like she is. Her smiles always get me. I can't help it.


Get right to the heart of the matters
It's the heart that matters more

"Kevin, Kevin, Kevin," she sighs. I feel that electricity jump between our skin again as she pulls her hand away.


I think you better turn your ticket in
And get your money back at the door

So often I find myself saying that I don't deserve her. I never will and that's what I believe. But when she turns into this girl that sits beside me instead of sleeping, I'm drawn to her.


Start running the banner down

"Gwen, Gwen, Gwen," I come back with. It sounds different than when she said it. She made my name sound like I could be a king. She made everything sound fifty times better than it really was just by saying it.


Drop past the color come up through the summer rain

Her emerald eyes pierce my skin. I love the way it feels.


Start turning the girl into the ground, roll a new love over
In the middle of the day, there's a young man rolling around in the earth and rain

"Kevin," she says one more time, unstrapping her seatbelt and getting up to stand behind my seat. Her hands fall onto my shoulders and I suppress a shiver. It's so incredible, those sparks at her touch.


Hey mister, if you're going to walk on water
You know you're only going to walk all over me.

"You really want to know why I don't need sleep?"


Omaha Somewhere in middle America

"Yeah," I reply, keeping my eyes on the starlit road. It was one of those perfect moments.


Get right to the heart of matters
It's the heart that matters more

"It's because…" She fell silent, leaning close to my ear and her lips pressed against my cheek for a second.


I think you better turn your ticket in

"I need you more."

And get your money back at the door


A/N: I thought this one was really sweet. Kevin and Gwen up every night, just listening to music in the silence of night… that's totally them. Like it?

~Sky