Disclaimer: I do not own Ben 10.

A/N: RandomReviewer: "Could you do a scene like ATLA did in 'Avatar Day', where Gwen is arrested and has a heart to heart with some of the inmates while awaiting bail?"

Me: …. …. :D

Also, this chapter has one foot in the T-rating door and one foot in the M-rated door and is sorta humping the wall in between; fair warning.

"Ah dang it, you got me Jim!" Gwen threw down her cards on the table, putting on her most miffed expression as the small older man collected his winnings. The rest of the table laughed.

"Yes!" The geezer cheered. "This'll set me up for weeks!"

Gwen rolled her eyes. "Yeah yeah, best quit while you're ahead, old man." Jim did just that, pocketing his earnings and leaving for the bar. "Hey, don't spend it all on booze!" She called after him. Beside her, Eric gave her a sidelong glance, his bright blue eyes suspicious.

"So you trounce us for five rounds straight, and then suddenly lose to the worst player at the table? Doesn't add up, Lucky Girl."

Gwen shrugged innocently and the Lepidopterran on the other side of the table chuckled. All the smoke hanging in the room prevented her from having to smell him, fortunately. "Shows what you know, new boy. She always wins a few rounds and then loses to whoever is most down on their luck."

Eric's expression went from suspicious to pleasantly surprised. "That's actually kind of-"

"Don't say sweet, nice or good!" She cut him off with a groan. "Ultra would never let me hear the end of it." The rest of the table snickered at her expense. Her complicated relationship with the other hero was a known quantity.

"Speaking of which," Carmen interrupted, through a mouthful of her chips. How the older woman could eat the stuff they served here, Gwen would never understand. "where is the little guy? He's usually not far behind wherever you are these days."

The redhead snorted, but grinned all the same. "He never was, even when I didn't want him to be." She picked up the new hand of cards Eric dealt her, putting her bet on the table. "I think he's mopping the floor with Animo. Didn't sound like something he needed help with, so I came to ruin your finances. Night's still young, I'm sure something will pop up later." She did kind of want to see him though. Then again, she couldn't imagine him in a bar at all, much less one this seedy-

The luck charm of Bezel glowed softly on her thigh and a white-clad figure crashed through the pub windows and onto the table, breaking it and shattering money, drinks and people to the wind. None of which hit Gwen of course; she merely crossed her legs and leaned back in her chair, fanning herself with her playing cards, smirking down at Ultra.

"I had a feeling I'd be getting lucky tonight." She purred. Before Ultra could respond, a scramble for the money ensued all around, which, after the liberal application of a glass of beer to Gordon's head, turned into an all out brawl. It didn't surprise Gwen at all: this place was never more than one bad pun away from a fight. The fight was mindful to avoid the two of them though, leaving the heroes undisturbed; the eye of the storm.

Ultra sat up and flicked a piece of debris off his shoulder, sighing. "Really? Drinking and gambling?"

Gwen did not like the judgment in his voice. "Drinking water and funneling money to the poorest sod at the table while keeping out of trouble. Doing the world a favor here."

Ultra's shoulders sagged in a mixture of exasperation and surprise. "So now you're Robin Hood as well as Catwoman? Starting to see a pattern here."

She barked a laugh at his assessment. "Hell no! I steal from poor people and give to other, even poorer people. I'm basically a really, really chill loan shark."

The boy pinched the bridge of his nose (though she could see him fighting a grin) before getting up to give her a quick peck square on the lips, narrowly avoiding a chair passing overhead. She purred happily. Pulling back, he hovered over her, hands resting on the back of her seat, being the taller one of them for a change. "Sorry for assuming the worst. Again. I'm going to go clean up Animo. See you after?"

Gwen smiled, a little giddy. "Not going to hold it against you if you apologize like that. And sure, you know where to find me."

He actually smiled back, slightly crooked. "Even if I didn't, it would just be my luck to drop into your lap-"

The moment was broken when a full glass of beer sailed through the air and shattered on Ultra's helmet, soaking it and his cape with alcohol.

Gwen stifled a giggle as the room screeched to a halt, collectively holding it's breath. Ultra was completely still for just a moment before he slowly straightened and turned around to eye the fighting patrons, all of whom looked back with no small amount of fear. The Tetramand in the back, Freddy, looked particularly guilty and like he was regretting his life choices very much.

Ultra brought his hands together to crack his knuckles. "No magic." He told her, popping them loudly.

She responded by rising from her seat and cracking her neck. "No transforming either."

He grunted in assent before grabbing her vacated chair and hurling it at the Tetramand and jumping into the fray after it with a snarl, Gwen hot on his heels with the mother of all grins on her face.

Turns out that Ultra at a bar rocked.

"So I'm not really sure if I like him, or if its just all chemistry, you know?" Gwen finished, leaning against the bars of the crowded detention cell, tentatively prodding a bruise on her jaw. "Because I gotta say, the condescending snark is starting to grow on me." Around her, her fellow inmates murmured in understanding.

Freddy, a Tetramand easily four times her size in every respect, spoke up first. "I say, go for it. The chemistry between you two has been off the charts since day one and you've been talking about the brat for years. Even if it ain't love, it might get him out of your system. Win-win."

The heavily tattooed man beside the giant nodded in agreement. "Well said. And he should count himself blessed for it. You're a hell of girl, Lucky. That roundhouse kick tonight belongs in fucking museum."

Another huddle of inmates on the other side of the cell cheered in agreement, all nursing several bruises. Gwen smiled sweetly.

"Aww, thank you, Seymour, guys. If I wasn't a minor and if you weren't all twice my age… well, I'd still leave you hanging. Not that kind of girl."

"I object!" Carly spoke up next to her, the curvy young woman waving her arms for emphasis. Gwen shot her a heated glare, causing the other girl to grin sheepishly while the rest of the two dozen people in the cramped holding cell snickered. "I mean I object to the angle of just rolling with the chemistry. I mean, this sounds like it could seriously work, right? It'd be a waste to just jump in before letting the feelings properly build up you know? Pace yourself. Date a little. Better in the long run."

Gwen quirked a brow at her, uncaring that the other girl couldn't see it. "That's pretty good advice, and thanks, but aren't you in here for illegal prostitution, Carly?"

The girl grinned sunnily, twirling a pink lock around her finger innocently. "Never said I was perfect. Also, can I just say I really appreciate how you remember all our names? Sometimes I feel like we're just serial numbers to these assholes." She groused, gesturing to the officers standing guard.

"Seconded." Freddy muttered. "Ultra just beats us up and then throws us into jail like its a chore. Makes you feel very underappreciated as a lowlife."

Gwen waved him off. "You're just mad he gave you a wedgy. And he knows your names, he just pretends he doesn't. Speaking of him though-" She turned toward another huddle of inmates that were playing cards again. "Logan!"

The mountain of diamond in question turned to her, giving her a distinctly dry look; not that Logan seemed ever to have another expression on his face. She could never read that guy.

"Ultra says 'sorry about the headbutt.' Also, the Galvan's got a weak hand. Go all in."

Said Galvan swore and Logan flipped her the finger. "That helmet was dirty play, and he knows it."

"Oh come off it Lo," Carly said. "You're made of diamond, it seems fair to me. And you gotta respect that the kid stayed, like, 'human' for all of it. Looked like he was having a good time, too."

Gwen had to grin at that. Ultra crashing through the window would've made her night in and of itself, but the ensuing bar fight had been the most fun she'd had in months. She'd even managed to sneak in a deep kiss before using his distraction to toss the smaller hero at Logan.

Pity he'd had to leave so soon afterwards to deal with Animo. Watching Ultra give a Petrosapien the chair? Priceless. She'd been laughing so hard that she hadn't even bothered to fight the cops when they'd put her in cuffs. She was pretty sure this had been the only mass arrest the Bellwood police had ever preformed where most of the detainees were laughing their asses off as they were taken into custody.

"Anyway," Gwen turned to Carly. "what draws me in…" She paused, thinking.

"His intensity." Freddy started, dryly, listing of one thing she'd often expressed her appreciation of.

"His fighting skills." Seymour added. Yes that was another one-

"His gorgeous ass." Carly snickered, to the agreement of most of the cell.

"I did not say that." Gwen protested, shooting the woman a glare. She just shrugged.

"You were thinking it." …true. Damn it.

"Okay, you all can just go and f-"

"Lucky Girl!" The chief of police opened the cell door, huge dark-skinned man asked, lowering his glasses."You made bail. And thank you for not tearing down the building."

Gwen straightened and flipped two middle fingers at the rest of the cell, poking out her tongue. "Instant karma, you third-rate crooks."

Seymour shrugged. "Second rate, and at least we get to see you walk away." He grinned lecherously. Gwen scoffed.

"Oh no you don't. Eyes to the wall!" It was very gratifying that the roomful of thugs immediately averted their gaze. Except for Carly. At Gwen's glare, she merely shrugged.

"Fight me." The girl suggested, waggling her eyebrows.

Before Gwen could knock her down a peck, a voice cut through the conversation.

"Would you hurry up? I'm going gray over here."

Gwen grinned brightly and squeezed past the chief and hugged the woman behind him tightly, squealing while pointedly ignoring the catcalls coming from the cell she just vacated. "You already have gray hair, you witch! Took you long enough to get back!"

Chramcaster smiled down at her. Even through her purple mask, Gwen could feel the warmth in that expression. "I've only been gone three months, little kitten. Anyway, what has my partner in crime been up to?"

"You did what?!"

The little redhead blushed prettily, but that smile held no remorse at all. "I kissed Ultra." She repeated, swaying on the balls of her feet, looking far too happy with herself.

Hope wasn't sure whether to slap the girl, or shake her hand. She did both.

"Hey! What gives?"

"When did this occur?"

Gwen twirled a lock of hair around her finger, attempting to look innocent in her baby blue hoody. "Oh, tonight. During the bar fight."

"I'm not sure if that's romantic, or just straight up toxic-"

"And two days ago." Hope stopped walking and just looked at her. Gwen averted her gaze to the ground, taking a shy slurp of her smoothie. She was still smiling though, the girl didn't seem to be able to stop. "And the day before that." She squeaked out.

The silver-haired woman gave the teen her best unimpressed look. "When did you first kiss him?"

"...a little over a month ago."

Hope stared her down for a moment longer, but she couldn't stop the grin from fighting it's way to her face anymore. "D'aww, a micro couple! So cute!"

"I'm not that short!" The redhead protested, waving her three hand around for emphasis.

The taller woman snorted, looking down her nose at her smaller companion as she started walking down the downtown sidewalk again, tutting. "Honey, you're barely brushing five and a half feet, and you've got an inch on him. Micro couple. Deal with it." She quirked a brow. "Had you pegged for more of a 'handsome badboy' type though."

Gwen groaned, falling in step beside her. "Never again. Kevin was bad enough. The chemistry was the only saving grace of that relationship, but beyond that? No brain. Just a lot of angst and pectorals."

"Sounds pretty good to me. And you're just mad he dumped you."

"We dumped each other!" The redhead protested, gruffly. Hope just raised her eyebrow higher, and Gwen's face turned ever more red. 3,2...1.

Gwen screamed in frustration, startling a few passerby's. "He called me boring, the witless oaf!" She threw her empty smoothie cup on the ground in frustration before immediately picking it up and dropping it in a trash can. Hope snickered at her antics. "Just because he couldn't keep up with anything more complicated than my hips, doesn't mean I'm boring! He's boring!"

Hope patted her shoulder sympathetically. "I'm so glad to hear that you're completely over it."

Gwen just grumbled some more and pulled up the hood of her hoodie, effectively hiding in it. Hope found it adorable. They walked in silence for a moment before Gwen's small voice found her over the bustle of Bellwood's nightlife. "I'm not… that boring, am I? I mean Ben's been saying it for years, and Kevin too..."

Hope swatted her on the back of the head gently, causing the girl to startle and look at her. She gave the shorter girl her best stern glare. "Now listen here: I may have the privilege of seeing all sides of you, but I've hung out with just Gwen Tennyson long enough to know that you are a cheeky, insufferable little witch." She grinned. "And an absolute blast to be around. Got that?"

Gwen's startled expression morphed into a bashful, red-faced grin before she tried to hide in her hood again. There was a lot of contentment radiating off of her, which meant the words had done their job. With that settled, she slung an arm around the redhead's shoulders. "So, how's the sheet life, kitten?"

What she could see of Gwen's face flushed red as her hair and she started babbling of all things, gesturing wildly. "We didn't- we're not- we're not even really dating you know it's more like- something… something."

Hope snickered to herself. As much as Gwen gained confidence when she donned her mask, without it? Still the awkward little nerd she knew and loved.

"So why aren't you?"

Gwen blew out a breath, grumbling. "Not for lack of trying… he isn't exactly what you'd call 'emotionally available.'"

Hope grimaced. She'd met Ultra on occasion as Charmcaster. The teen was… intense. Impressive to watch though; and not just for his transforming powers. Kid had great battle instincts and a brain too. She knew just about all the ins and outs of Gwen's arsenal, and knew that the girl could pretty much wipe the floor with anybody if she bothered to really put the effort in.

Except for Ultra. That would be more of a toss up. She'd pay to see that fight though.

"But..." Gwen continued, snapping Hope from her musings. Focusing on her companion again, she noted that the redhead had dropped the hood and looking at the dark sky above with a wistful smile. "When I do manage to get him to open up, he's… I don't know how to describe it." Gwen's gaze dropped to her feet, biting her lip.

"It's like a dance." She decided. "Kevin could never keep up. He tried, but he was barely a step above Ben; both too slow. Ultra keeps up. He meets me every step of the dance, pace for pace. He makes me work for everything, but when I do, he gives back everything I dish out, and then some." Her expression went from wistfully smitten to blushing. "And he's a cuddler. That's awesome."

Hope just eyed the short girl with a fond smile, pulling the arm she'd slung around her shoulder tighter in a half-hug. "When you put it like that, sounds like you got it pretty bad."

Gwen huffed out a laugh, but didn't deny it.

The sound of a distant boom reached them. Gwen turned to her, looking slightly worried. Hope rolled her eyes with a smile. Dates the strongest force in the known universe, still worries about his safety. Gwen Tennyson in a nutshell. "Shall we go check up on your cuddler?"

Coming up to battlefield, Gwen was surprised to find the damage limited to a single crater in the road and to find the Plumbers already present, keeping people away and helping minor injuries. No real harm done it seemed.

Grandpa Max and Phil were watching the crater, the latter looking slightly green. Walking up with Hope in tow, she caught their conversation.

"I know he said 'touch the cape one more time and I'm shoving your foot up your own rectum' but..." Phil shuddered while her grandfather nodded sympathetically, a pinched expression on his face.

"I swear, I've seen crazy things in my day, but even I didn't know a leg could bend that far back."

Sliding up beside the old man, he grinned down at her ruefully. "Evening Lucky Girl, Charmcaster."

She smiled back as Hope waved. "Do I even want to know?" Talking to grandpa Max 'on the job' like this always made her want to tear off her mask just to see the look on his face. She resisted the temptation. But still, a distant part of her mind was cackling.

Phil answered for him. "Your boyfriend arrived on the scene and demolished Animo in a way that makes me want to get a bucket. What did you do to him?"

"Everything her mother told her never to do." Hope deadpanned and Gwen spluttered. Not in front of my grandpa, please!

Phil just shrugged. "Sounds about right."

Okay, no. "We just kiss, that's it!" She protested to the two plumbers and one witch, turning her back on the crater in favor of yelling at them. "Nothing frisky! We aren't even dating, not really, so he's not my boyfriend-" she heard the crunch of stone behind her and felt a heat behind her, warm breath tickling her neck. She stiffened, acutely aware of eyes running up and down her frame. She swallowed before turning to look over her shoulder at Ultra.

The boy was roughed up, his cape tattered and most of his uniform around the left shoulder and arm was missing, revealing heaving lean muscles, taut from battle, covered in sweat, interrupted only by the occasional scar and a gash on his triceps. His face was glistening with sweat too, and with blood that trickled down the side of his face from a crack in his helmet where the jaw met the visor, dripping onto his cape sluggishly. His recently split lip was mending on account of the nanoids, but his panting grin revealed blood in his teeth. She couldn't see his eyes, but she knew they wide and bright under his visor.

Gwen was pretty sure that there was something wrong with her that the sight made her weak in the knees, but she was not given much time to contemplate when he reached around her and pulled her flush against him, lips latching on to her throat and sucking hard. She bit her lip in an effort to bite back a moan, distantly registering a hand resting on her hip. She could feel the hickey forming, and while most of her brain was scrambling to rally itself, one thing was perfectly clear.

Ultra was a kinky, possessive little shit. Just like her.

...awesome.

Ultra pulled off her, though he did not step away yet. His voice rasped against her neck, heavy with adrenaline and something heated that turned her insides to mush.

"Clean-ups on you, Mr. Tennyson." With that the heat disappeared from behind her, and the sound of a Null-Void portal opening told her that Ultra had gone home. Or it would have, if her brain had been, in any way, functioning. In the ensuing silence, Hope walked up to her, grinning like a shark.

"Sooo if he's not really your boyfriend, mind if I take a swing?" She purred, cheekily.

Gwen grinned back at her, a dull ache on her throat. "Sorry girl, I think we just became that very official."

A/N: Do you hear that sound? That's the sound of Ben and Gwen digging their hole ever deeper while I cackle like a madman in the background. Hope you liked it! If you think the rating should be upped on account of this, let me know. I think the website's T-rating is a bit prudish compared to what most consider T-rating, but I could be wrong.

To those wondering "alright this is fun, but is it gonna go anywhere?" Yes, it is actually. Though it probably only makes sense in my head because I've been sniffing glue for 36 hours.

Last but not least: some of you might be wondering why I made Ben and Gwen so short for their age. Teenagers do most of their growing in their sleep, which Ben and Gwen barely do on account of their respective upgrades/powers.