Chapter 21: Facing the Music

Ben Tennyson's Bedroom

Bellwood, California

October 22nd, 1999

11:19 pm

The universe screamed around Ben and he loved it.

It screamed so loud that his ears ached, but he didn't care. His fingers burned and he didn't stop. He couldn't. Not until it was over. He'd die if he stopped now. He didn't even dare open his eyes, he couldn't afford the distraction. Not with Interstellar Overdrive howling from the strings at his fingers and his heart hammering in his ears as sweat stung his eyes. He couldn't resist it, so he just let the sound wash over him and guide his hands to the very end even as it brought him to his feet.

Then the alien device he was holding howled out the last note and there was just the stunned silence that always came right before people started chanting his name. A silence he ended with a bellowed, "Who's your hero?!" as he shoved his guitar high over his head and opened his eyes.

To his empty bedroom.

"Aww, man," Ben muttered as he stared at his reflection in the mirror and the blank TV screen on the dresser across from him. It almost felt like he had an audience. Almost. "No one ever gets to see me be awesome."

The words didn't fill the air anywhere near as well as his rocking out did, though, so he let his hands drop and the strap around his shoulder catch his guitar as his amp hummed to itself. He wasn't Greymatter, but his brain still raced through all the ways he could have been fixing that even as he looked at the phone on his pillow and prayed for something. For the siren-like ring that meant that the police needed a little Four-Armed help or the ring of a frantic call from Grandpa saying that he was home and it was hero time.

Or for the Dweeb to just finally answer.

"Ugh…" Ben groaned as he dropped his butt back down onto his bed and scooped his cell phone up even though he was sure it would be as blank as it was when he checked it two songs ago. Sure enough that he almost knocked his ax off his lap when he saw that it wasn't.

1 Message Waiting

Ben stared for almost a heartbeat. "FINALLY!" That shout was still echoing off of the walls as his finger slammed down on the button and he shoved the phone against his ear. "It's about time you - "he started as he glared at his guitar and hated his skills because he never even heard the thing ring while he was rocking out.

Then he just hated everything else. "Dude, I just got to the last level of Blue Harvest and you're not going to believe whos Luke's fath- !" The rest of Jamie's excited babble died as Ben growled and jammed his thumb down. The whole phone almost joined it a second later as he watched the screen change.

0 Messages.

Zero. He'd left the dweeb like a dozen texts and she never answered any of them. Not a single one even though tonight would have been perfect for Heroing and she should have been back from nerding out at that stupid museum hours ago. Even if she wasn't, being busy never stopped her from yelling at him before.

His fingers flew across the buttons as he sent one more. Come on, Dweeb! I know you can't wait to bore me about today!

He sat there forever waiting for her to say something back. Anything. Then the last number on the clock at the top of the screen changed into a 2 and he snapped the thing shut. "Don't even know why I care."

Ben's eyes went to his window and the night beyond it. It was clear and dark. The moon wasn't even out yet and he had trees he could be running through and a sky he could be flying in. Really fly, too, not just buzz the houses and trees so no one would see him. Besides, "They gotta be asleep by now." His aunt and uncle never stayed up this late, and his mom and dad…

He'd killed all the time he could on his guitar waiting - and it was legendary playing it with his amp on eleven instead of just listening through his headphones - but if he didn't go now he'd be stuck in this room all night. The thought made him shudder and shoot another glare at his phone even as he made his move.

Ben never unplugged his amp or put his guitar back where it belonged in the space between his desk so fast before, and he only slowed down a little as he got his bed ready. That was only because Furry Freddy deserved better as he carefully moved the little guy down on his spot on the bed. He wasn't anywhere near as gentle with his pillow - that he just jammed under his covers - or the light switch. He could just hear his dad's shout as he slammed his hand down on it, but it was way better than the noise the man would make if he got caught. Not that he ever did. His oldest buddy took care of that.

It never would have worked if his mom didn't hate looking in his room so much or make sure that his dad didn't do much more than glance in, but if they did the shape under his covers looked like him in the dark, and his old teddy bear sealed the deal and kept them from seeing the empty spot on his pillow where his head from the door all at once. Kinda, anyway. Enough that he never got caught sneaking out.

Not that it mattered. He'd think of something if it didn't work. He always did.

"The Dweeb better have, too," Ben muttered as he scooped up his phone and stomped over to his window. There was just enough light coming through that he could see it glowing in the wall, but that was it. It didn't matter. He could find his way around his room blindfolded now, especially now that he'd cleaned up the mess that used to surround his bed. A mess he missed because he didn't know where anything was anymore, but the Dweeb made enough fun of him after they missed a car chase because he tripped over a pile of his shirts months ago and woke his parents up.

Never again.

He wished it would happen again, that his phone would buzz and she'd let out her stupid giggle and tease him about it all over again, but it didn't matter how hard he squeezed the stupid thing, it didn't make a sound.

"Don't care," Ben repeated to himself as he shoved his window up with one hand and slipped out. The cool air felt so good against his face after a night of rocking out and the shingles were cold under his bare feet, but he didn't really pay any attention. Not with a whole world in front of him. He could do anything.

Including annoying a dweeb. Ready or not, here I come.

The knot in his stomach got a little smaller and his grin a whole lot bigger as he looked down at those words and jammed his thumb down on send. He just wished he could see her face when she -

The world rang out behind him.

It wasn't loud - just a quick buzz - but it was a sound that didn't belong on his roof any more than the gasp that came with it. Ben didn't make a sound as he threw himself down as low as he could without actually hitting the shingles even as he spun around and his hand shot to the Omnitrix. He felt the dial pop up against his palm at the same time he saw the dark thing on the roof peak just over his room. His heart pounded as he cackled and brought his hand up. "Oh, man… Don't buy a lottery ticket today, buddy, because it is not - !"

Ben choked on the rest of the words as the thing scrambled back and the unearthly green light from the watch face flared. It wasn't that bright, but between that and everything else, it was enough.

"Gwen?" His cousin stared back at him from just a few feet away with wide eyes that caught the green light as Ben let out a nervous laugh and took a step towards her. "I don't remember my dad putting any gargoyles up here, you Dweeb! What are you - ?"

There was another gasp as her face disappeared behind her knees, but she didn't say a word and that was what made his stomach roil. She never shut up. Not unless something made her and -

Ben sucked in a breath at the thought as he looked everywhere. He came this close to bring the smackdown on the alien watch because he couldn't make out a thing and all of his aliens saw better than he did. Even Wildmutt would be better. He'd 'see' more than Ben ever could with a watch that was everything but a flashlight as he scrambled up the roof to her.

Even as dim as the green light was out here, he still put it out as everything Grandpa told him hit him at once. He wished his house wasn't in the way so he could see the street in front of it, but he didn't hear anything moving or see anything strange and if it was one of the bad guys…

If that was why she was here, if this was Hero Time then he knew that there would be something on fire by now. That thought should have made him feel better.

If it did, then the way she flinched away when he touched her shoulder was so much worse that he didn't notice. The touch told him that she wasn't wearing her Lucky Girl costume either. That always felt so smooth when he carried her and whatever she was wearing was fuzzy like pajamas or a sweater, but it was ice cold and he could feel her shivering under it. "How long were you out here? Talk to me, Cootie Queen." His heart in his throat as he kept looking around. As he looked up, just in case. "What are we dealing with? Hex? Charmcaster? Vilgax? Whose butt needs kicking?"

It wasn't old Squid Face, Ben knew that much. There would definitely be things exploding if it was, but the other two… "I hate magic," he breathed out because the stuff was tricky and he hated tricky almost as much as she did when he said stuff like that, which was why he did. He waited for her squawk and the slap that should be heading right for his shoulder.

Only it didn't.

He could handle a shove and a glare, but not… not whatever this was. Not her curling up into a tighter ball and especially not the way she whispered, "It's not - It's not - I-I'm sorry..."

The rest of the world stopped existing when she said those words and his head shot back around to her. "What?" He asked as he rocked back on his heels. Then he dropped down to his knees as his mind raced and raced and came up blank so it did what it always did. "For what? Not calling back? I was going to XLR8 and short sheet your bed for it, but - "

Ben reached out and grabbed her knee just because it was closer than her shoulder as he said it. He waited for her to laugh and that was when he felt it. Not the silky smooth stuff that almost felt like her Lucky Girl costume except it was thinner and clung even tighter to her leg, but the smooth fabric over it that stretched between the knees that she had hugged to her chest. Even his brain knew a skirt when he felt it, and the thought made him jerk his hand back and his face burned, but it didn't stop his mind from racing. From realizing that the only skirt he ever saw her wear was - "Why are you still in your uniform?"

The only answer he got was the sight of her shaking her head as she made a sound that almost sounded like a word, that almost sounded like she was saying, "Please."

"You never - " Ben said through numb lips and this time he was the one who jumped when she grabbed his hand and squeezed it.

"Ben," Gwen whispered at him as she lifted her head. He could only see that she was looking at him from the way the stars glittered in her eyes. "Please, Ben. Just let me - "

Glittered like she was -

"No," Ben shouted as he shook his head. His Dweeb didn't cry. She never cried except this summer when...

His head shot off in the direction of her house even though it was too far away for any of his aliens to see, much less him even after he sprang back up to his feet. "Yourmomanddad? Whathappened? Arethey - ?!" He saw her face again as the green light from the watch burst back to life. It was a spark compared to the light that was coming, but it was enough that he saw the wet tracks under her eyes and that was all he needed to know. His mouth was so dry that it hurt as he said, "Hero - !"

"No, Ben!" Gwen shouted as she sprang up and grabbed his hands. "My parents are fine! They're asleep! You don't -! Just - "

Ben stared at her as she stammered all of that and felt so relieved that he wanted to hug her and so confused he wanted to shake her so settled for screaming, "Stop being a Dweeb and make sense!"

He screamed that at the same time as she stomped on his roof and shouted, "Just let me say goodbye, you Doofus!"

"Good - ?" Ben stumbled back as her hands shot to her mouth and they just stared at each other and a cold that didn't have anything to do with the air chilled Ben to the bone. He tried to make his mouth work, tried to make his brain work, tried to make his body work and they wouldn't. They just wouldn't.

Not until a crack that sounded like lightning and a voice that sounded like thunder filled the air. "Who's out there?!" Mr. Baumann screamed from the house next door and they both spun to it as a flashlight stabbed out into the night. "Little punks! I heard you!"

Ben's body wasn't listening to him, but it didn't need him to know when it should grab his dweeb's hand and run. She fought him for a second because she was Gwen and of course she did before she raced down the roof after him. He caught the overhang over his window and spun around just as the flashlight kissed the spot they'd just been and he all but threw himself through his window. He hit the floor in a roll and sprang back to his feet just as she threw her leg in after him and the rest of her was about to follow.

Then his neighbor shouted, "You better run, you thugs! I'm calling the police!"

And Gwen just froze there. Froze until Ben grabbed her around the waist and pulled her in. She felt boneless as she collapsed into his arms just as a beam of light flashed by his window. "Jerk always says that and he never does," Ben muttered as he gasped for breath and let his head fall against her shoulder and felt hers against his.

He thought that she was just breathing hard, too, as she wrapped her arms around him until she realized that she wasn't. That she was giving him a hug. That she really was -

The girl's gasp filled the room as he shoved her away. His bed caught her knees and she bounced as her butt hit the mattress as he bolted for the light switch by his door. The light was so blinding when he turned it on that his eyes watered, but he didn't care how blurry she was when he spun around. "What's wrong with you?!"

He was right, his cousin was in her uniform, only he'd never seen it look like this before. She was always so careful and so neat even when they were on vacation or heroing because she was a mega-dweeb that he barely knew the girl in front of him. Her hair was a mess. Not the windswept mess that it always was when she got the XLR8 express, just a mess as it escaped the clip and hung in front of her face. Her clothes were barely any better. Her skirt and sweater looked like his clothes did when they were still in their piles on the floor. The wrinkles made his lucky shirts fit better, but on her they were just wrong.

But not as wrong as the tiny brown spots he saw sprinkled across them. He could barely see them against the black of her skirt and tights, but they stood out like spotlights against the blue of her sweater and he knew blood when he saw it. "What happened?"

"Ben!" Gwen gasped at him as he dashed towards her and her hands raced his to the blood spots. Hers won. "It's not mine, Ben! I'm - I'm - " Ben had seen buildings collapse before. From fires, from being punched through them, and the Dweeb's face looked just like they did as she hung her head and her hair spilled out in front of her and she whimpered, "Please. Please, just let me say goodbye! Don't - !"

She whimpered!

"Stop saying that!" Ben shouted at her because he had to. His hands found his hair and pulled at it until it hurt. "If you don't start making sense I'm gonna - I'm gonna go Heatblast and use your books for target practice!"

It was a stupid threat, but it still made the dweeb's head shoot back up and her wet eyes burn with a glare. "Don't you dare!"

At any other time, he would have laughed and called her a nerd, but not now. "Then start talking!" But she didn't, she just dropped her head again as she wrapped her arms around her middle and all he could do was stare. So he did. She looked so pale. Pale except for the red in her hair and her eyes and the bags under them as she shook her head.

"Grandpa." The name just slipped out of Ben's too-tight throat. He would know what to do, but the man wasn't home. He never was anymore. He'd come home for this, though. He'd come home with the Rust Bucket jets screaming for his favorite and for once Ben didn't care that she was. If the Dweeb didn't sniffle and brush her sleeve over her nose he would have been jealous. Now he just nodded to himself and grabbed for the phone he'd jammed in his pocket during everything that happened. "Fine, if you won't tell me then I'm calling Grandpa! He'll - "

He didn't know what the man would do, but he was sure that he knew what his Dweeb would and somehow this would be all his fault. He was as sure of that as he was anything.

Which made it all the harder when Gwen just closed her eyes and nodded as she whispered, "Okay. Okay, I know you have to. I know… Tell him - Tell him I won't run. Tell him I - "

"Run?!" Ben echoed at those broken nonsense words as he stared at his phone and tried to make them fit, tried to figure out how his Dweeb had gone from texting him You would love it here, Doofus! Even the outside looks so cool! I'm going to take so many pictures just for you! to disappearing to this.

And it made him do the one thing he hated. It made him think.

Think that the text and the threats he sent back were the best part of his lunch. Even better than the Sumo Tournament that he won for the third Friday going. The dread was almost as good as he sat there in class waiting for her to try to make him learn something, but they never came. He looked at the selfie she'd sent him as she sat on the bus and tried to put that grin with the pale girl in front of her. Pale except for the black rocket that was stamped onto the back of her hand -

"The museum." Ben stared at the rocket. "You never texted me back after you got there."

"I wanted to. Every time you texted me I wanted to but…" Gwen ducked her head and shuddered. "Just let me - "

"Something happened," Ben said, sick and sure as he sank down on the bed next to her.

"No, it didn't! Just let me - !"

"It wasn't anything cool. It wasn't aliens or an exhibit coming to life again," Ben said as he stared at her. It couldn't be. There wasn't any way that could happen to them. Not three museums in a row. And even if it did, they didn't hero alone. The place was mega far away, but XLR8 could have made it and she knew it. The fact that he was in school would have bothered her for a second, but it wouldn't have stopped her. Not if people were getting hurt. "It wasn't Hero Time."

"Ben! Just - " the Dweeb whispered as she grabbed his arm and the way she looked at him…

Sick and ashamed like she always did when -

"Marci." Ben snarled the name as he jerked his arm free and jumped to his feet. He knew it was true even before she gasped his name again before he heard her get to his feet as he stomped back to the window. The Omnitrix seemed as mad as he was because he swore he never saw the dial pop up so fast. His mind raced as fast as the faces did as he spun the thing and when he saw what it stopped on…

Every part of him that had any sense, every part of him that sounded like her when he was about to do something fun screamed at him in his head as he looked down at Ghostfreak's icon. The monster had been back in his watch for over a year now, but he never dared use it. Even the Omnitrix skipped him when it was being a pain, but right now? Right now Ben didn't care. Right now he just grinned as he brought his hand up. "Perfect."

"Ben! Stop it!" The dweeb snarled at him as she caught his hand and spun him around. Her face had color again at last as she glared at him and dug her fingers into his arm. "Just stop it! You're a hero! You can't - !"

"No!" He shouted right back at her as he stomped his foot. "NO! I'm sick of it! I'm sick of her treating you like this! Making you feel like this! She's just a bully and I'm gonna do what I should have done months ago!" He screamed so loud that he spat and he saw it hit her chest and that was what made him stop so he could suck in a breath.

That and the way his Dweeb's eyes glistened when it did as she squeezed his hand and whispered, "You're a hero, Ben!"

"I - I - " It wasn't fair. It wasn't fair that she could say that to him, that she could look at him like that. He ducked his head, but he still saw her green eyes even as he jammed his hand into his. It wasn't fair that she could make his voice shake as he said, "I'm not going to hurt her! I'm just - I just wanna scare her. I just wanna make her leave you - "

"I already did, Ben," Gwen whispered, and the broken way she said those four words.

Her whole body shook at those four words as her knees gave out and if she wasn't clutching at his arm he never would have caught her. Somehow he got her back on his bed. Somehow it didn't seem real as she collapsed against him, as she put her head on his leg and curled into herself, the black and blue of her uniform looked so out of place on his green covers. None of it seemed real, not even the fact that she didn't cry as she let out little gasping breaths and had her eyes closed so tight that it had to hurt and whispered. "It's my fault. I should have listened to Grandpa and the lady who wrote the journal. They tried to warn me and I should have…"

None of it seemed real, and maybe that was why he remembered the last time it didn't. Maybe that's why he remembered what his dad did. Her hair didn't feel real either. It was too soft to be real as he brushed his fingers over it just like he saw his father do to his mom every time she got really quiet after his Uncle Eric called. "Talk to me, Dweeb."

Gwen shook her head one more time before she took a shuddering breath and finally did.

- o - o - o - o - o -

"I didn't…" Ben heard her voice catch as she sat down so close that his elbow bumped her side with every word. "I didn't mean to… I just wanted the film, I just wanted to make them stop. It was bad enough when they went after me. It hurt, but it was just words and I could… But after they sent Flint and Sean after Michelle and the things that they said about her after..." She choked on whatever it was. Choke hard enough that she wouldn't look at him at all. "And the things that they've been saying about… I just wanted to make them stop and it felt so good… the magic… seeing themshutting them up." There was a fire in her eyes as she said that and an echo in her voice that disappeared as she shook her head. Then it almost looked like melted as she leaned over and put her head on his knee, but she didn't look up. She didn't look at him at all, she just closed her eyes tight and curled up in a ball. "It felt so good."

Ben's hand was halfway to her shoulder when she said that and he froze at the words as he stared down at her. There were so many times he wanted to get up when she told him about everything. He was sure that his left leg was bleeding after the way he dug his hand into it when she told him about those two jackasses. If his dweeb didn't need him, if she hadn't already hurt them…

God, he wanted to hurt them more. The watch was so heavy on his wrist because there were rules. Even bad guys didn't…

There were rules.

"What did you do?" Ben asked as he let his hand fall in her hair and hoped she didn't feel the shake in his hand as he said it, because he could imagine and his stomach hadn't felt this bad since the day he ate three trays worth of cookies all at once.

There were rules and right now he hated them.

Gwen shook her head and hugged her knees closer. "The mana… God, it was just there. So were the words. I just ranted at them and… and I had some crazy idea that I could make Marci forget all about me even though I haven't... God, I barely even looked at that page in my magic book, I swear, b - but I reached out anyway and…" The dweeb gasped for breath again. "And she… I made her… I scared her so bad that she…" She spun away from him then and buried her face into his knee and just shook.

Ben's breath caught as he waited for as long as he could, which might have been a whole second before he asked. "Then what?"

"I ran. I destroyed Olivia's camera and I ran. They were so scared…" Gwen said in a broken whisper. "That's why… that's why I have to call Grandpa. He has to put me wherever it is that they put monsters like me! But I just couldn't go without saying goodbye. And to tell you not to come after me, because I know you, Ben! I know that you'd - "

"Put you away?"

"I'm just as bad as Charmcaster and Hex," Gwen whimpered and sounded so miserable. "It's what I deserve. I'm not going to fight or run, Ben. I'm - "

"I know you're not," Ben sighed as he let his hand fall into her hair. He tried to ignore the soft sound she made when he did and how she clung to him tighter as he moved his hand.

And flicked her ear hard, right above the stud of her earring where it would hurt the most.

"Ow!" Gwen slapped one hand over her ear and bolted up, her eyes wide and betrayed and furious and hers again. "What did you do that for?!"

"Because you scared the hell out of me, you Dweeb!" Ben shouted right back with a laugh as he shoved her. If she wasn't a girl he would have shoved her off right of his bed, but she was and there were rules. "Telling me goodbye?! I thought you did something bad!"

That he'd have to...

"I - " she started and then he didn't care about rules or what she was going to say. He just shoved her off the bed and the shriek she let out as she fell was almost as good as the thump she made when she landed. Not that she was down for long. She bounced back up to her feet even quicker than he imagined and he laughed all the harder for it as she stood there shaking and outraged with violet fire around her hands and howled, "I hurt five people, you jerk!"

Ben's laugh caught as he bounced up too and met her glare with one of his own. "You stopped two jackasses from hurting you and Army girl and you scared three total bit - "

"Ben!"

"What? They are!" Ben shouted back. "They deserved it! And Grandpa would tell you the same thing!"

Gwen blinked at that and the line came back between her eyebrows. "I - I used my magic on them and they're just - just kids. I should be - "

"Then I should be in the cell right next to yours," Ben snorted as he flicked his watch. "After all the times I've used this for J.T. and Cash Specials? You should have been visiting me there for a year now."

"That's different!" His dweeb shouted at him as she sliced her hand through the air in front of her. "You were just trying to stop them from - "

"What do you think you were doing?"

He watched her blink at that as their words ran over each other and his won. He saw the light finally spark in her eyes again. The weight in his chest went away as she sank back down onto the bed. He sat back down next to her and only thought about flicking her ear again a little. He was just about to bring his hand up when she caught it and pulled him close. For just a second he thought she was gonna put him on his butt again like she had in so many of their classes, but she didn't. She did something so much worse.

She wrapped her arms around him and hugged him. Hugged him so hard as her voice went so small. "I'm really not going bad?" Hugged him just like she did after...

An echo of the urge that said he should shove her away because she was the Cootie Queen ran through his head as she did. One he ignored even as he wrapped an arm around her instead. "Duh. Do you really think that Hex dweebed out like this the first time he threatened someone?" Just the idea of the man curled up on his bed, crying and making his skull makeup run...

The Dweeb must have seen it, too, because let out a little shocked gasp as she tried to shove him away. Like he'd let her. It didn't matter that he couldn't see her face then. He still heard and felt it when she let out a snort out a laugh. That was when he finally let her go, just so he could see her grin no matter how hard she tried it behind her hair as she shook her head at him. He just wished that the smile lasted longer before her stupid brain - the one that drove him nuts and made him so jealous all at the same time - kicked back in and ruined it. Her knees went back to her chest as she sank down on his bed and he knew that whatever was spinning away in her skull wasn't good the second he heard her swallow. "If I - If I ever did, you'd stop me, right? You wouldn't let me hurt anyone, would you?"

Ben felt sick at the idea and sicker as he stared down at her. "You better not!" He said as he reached out and smacked the back of her head. "Because you're the brains of this and if you go bad, well…" If she did, her reason would be so good that he knew he'd…

He shook the thought away. The way she kicked at his shin helped, too. "Ben!"

"So mean!" Ben gasped as he let go of her so he could clutch his aching leg to his chest and rub away the bruise. "Forget it! You are evil!"

"You Doofus!" Gwen shouted as she tackled him. His surprised squawk filled the room, but not as loud as his laughs did when her fingers found his sides. He tried to kick away, tried to push her off but she was too fast. Somehow she ended up sitting on his stomach after he banged his head on the headboard, somehow she didn't care about the hands he had in her face as he tried to shove him off of him. Not as much as he cared about the fingers she was digging into his armpits and wiggling. "Say it! Say it, you numbskull!"

"Ne - " Ben started before he choked on the giggles she forced out of him even as he tried to kick away and that just made her do tickle him harder. Hard enough that he forgot about trying to push her off and just curled up and kicked. Not that it did any good when she was so close. Close enough that she actually loomed over him on the bed as she moved like lightning and sat on his stomach so he couldn't even wiggle away.

"Say it!"

"Evil! You wicked, wicked - " Ben gasped out and her eyes flared and her fingers twitched and shoved away everything he was thinking, everything a hero didn't, like revenge because it wasn't worth it. Not right now. Neither was anything else but getting away from her fingers, so he shoved it all away as he howled, "Uncle! Uncle! You win!"

"Darn right," The Dweeb smirked as she slipped off of him and collapsed onto the bed next to him. Her left hand went under his pillow, but she didn't move her right. She just left it on his chest, right over his heart, in a threat so clear that she deserved the world of hurt he was planning even as he tried to catch his breath.

And froze as her fingers twitched in warning.

"Witch," he sighed and slumped back. He'd get her later. He'd get her good, too, but for right now? He didn't even have it in him to slap her hand away as her twitching turned into her drawing circles into his pajama shirt. It still tickled a little, but it felt more weird than anything like everything did around her. Not that he was going to tell her that. "Wicked Witch."

Her hand went still at that. She bit her lip and ducked her eyes, but there wasn't anything uncertain in them when she looked up again and whispered, "You'd stop me, right?"

His heart thumped so hard at the thought that he was sure she felt it, too. She must have. He saw her nostrils flare before he closed his eyes because he felt sick even as he nodded. He didn't know how he could treat her like he did their bad guys, but he knew her and he knew she'd never forgive herself if she…

It's what heroes did and he hated the watch on his wrist even as she let out a sigh. He opened his eyes and saw that she'd closed hers as she sagged into his bed. "What about you? What about if I was the one who went Kevin?"

"I'd smack you so hard," Gwen growled at him without even thinking about it for a second. Then she whomped his chest as she did just to prove her point and he laughed because he knew she would. He turned his head and a part of him wanted his arm back and a part of him just looked at her as she laid there on her side and the rest wondered at what spell she was drawing. What she was always drawing now when she could. He thought it was a spell anyway. It always made his skin tingle at her touch even through his shirt like it was some kind of magic, but her hand didn't glow and her mouth didn't move with any of the words he knew she needed so it couldn't be. He didn't know what it was, just that it made her smile and him feel so funny when she did it.

And that she wouldn't hurt him any more than he'd hurt her. Or let anyone else hurt her either. "How bad are you grounded anyway? Do I need to get a saw and some cake mix?"

Gwen's hand froze, her smile died, and the clouds came back over her eyes at those words before she closed them. "Daddy… Flint's dad was there when we got back and he started screaming about lawsuits as soon as I got off the bus and Daddy just told him to bring it."

"Go, Uncle Frank," Ben let the words slip out and they should have made his dweeb grin, but they didn't and he felt his stomach fall because he knew why. "And your mom?"

The Dweeb sucked in a breath as she buried her face in his arm and clutched at his shirt. "She told me she was proud of me. That she was sorry that she ever tried to talk me out of taking Karate. That she was going to make a cake for Sensei as a thank you for teaching her Silly Bean how to defend herself."

Ben heard it all and tried to put those words together with his Aunt. Six months ago he never would have imagined it. Six months ago the woman was the nightmare that made him hide his report cards for as long as he could remember, but a lot changed since then. Her mom was still a terror and he swore that he still had a scar on his knuckle from the one and only time he ever played Monopoly at the Dweeb's house and his aunt caught him slipping money from the bank but besides that…

"So why do you look like someone just stepped on your laptop? Besides the whole Silly Bean thing. Which is not going to die anytime soon, Ms. Feet of Fury."

Either of those nicknames should have gotten a glare. Both should have gotten him shoved out of his own bed. Gwen curled in on herself instead as she clenched her eyes tight. "They said they were proud of me! Flint and Sean had to go to the hospital and Marci hid for the whole bus ride home and they were happy that I - That I..."

"Hanging out with me really is making you dumber." Her eyes flew open at that and he knew he shouldn't, but he loved how confused he made her look especially over something so obvious. "What? Did you think that they'd be thrilled if you let those jerks - ?" Don't think about the Watch. Don't think about what almost happened and don't think about the Watch. Those words ran through his head and they were as bitter as the taste that he swallowed down even as he made himself smirk. "I mean, I'm sure that Aunt Natalie is going to be my end boss one day, but she's your mom. And your dad's a Tennyson, too! He doesn't talk as much as Grandpa or mine, but…" But his dad told him stories, so he'd heard all about how Uncle Frank kicked bully butt when he was little, too. "Who did you think you got it from? 'Course they're proud of you. Duh. So am I."

"You don't understand." That was all the girl said, but she must have really thought he was blind if she didn't think he saw her sag against him with relief.

God, he hated it when she got like this, but he knew the cure. He sat up and tugged at her arm as he did. "Okay, your brain is stuck on Defcon Dweeb and there's a whole city full of bad guys out there who need their butts handed to them! Come on!"

Usually, those words got an eye roll because she'd never just admit that she loved heroing just as much as he did, but not tonight. Tonight she just winced and shook her head and he could have slapped himself. Maybe he would have if his brain didn't decide to take a look around. "Sumo! We could Sumo until my parents get back! They'll never notice!"

Gwen opened her mouth for the no he knew was coming, then she closed it again and nodded just once as she pushed herself up. It wasn't much, but he was taking it. "Gonna kick your butt, Dweeb!" He taunted and almost cheered when he got just what he wanted. Her grin was shaky, but it was there.

Ben scrambled for the controllers before she could change her mind as she sat back up on his bed, and his hand was just brushing the cool plastic when she added, "But leave the stereo off, Doofus. I want to be able to think when I do it and I so can't if you're blasting that thing like you were before!"

Ben shot a look at her from over his shoulder. "What stereo?"

Gwen rolled her eyes at that. Eyes that were still too wet and tired, but the little wrinkle in her brow was all her. "Please, Ben, I heard the CD you were playing from the street tonight! I can't believe that your neighbors haven't complained! Mine would have."

"Mr. Baumann's on the wrong side of the house or he would have," Ben muttered at the old man who was always a hassle before he turned his glare at her as he pointed at his guitar. "But that wasn't the stereo! I was rocking out!"

If she just rolled her eyes, it would have been one thing. If she sighed or clucked or told him to just give her a controller that would have been that, but she didn't. She smiled at him and said, "Sure you were."

That was that. The controllers, sumo and kicking her butt until she forgot all about today, none of that mattered. Ben shoved himself across the bed and grabbed up his guitar and plugged it all back in. Her eyes went wide as he glared at her and ran his fingers over the strings. "I don't know any of your grandma music, but just name the song, Dweeb!"

The words were so stupid, he only knew a few dozen songs and he could tell just from how she lit up that she knew it and that she was going to call him out on it, especially when she spun around and tucked her feet up under her as she leaned back on her palms so she could bask in his humiliation. "Prove it, Ben! Play me anything!" The words, the way her eyes flashed, her smirk, all of it was a challenge. "And don't even think about using the watch so you can cheat again! We're not saving the world and it so doesn't count!"

"That wasn't the watch!" Ben shouted back, and this time he knew just why his face was red even as he started the song. The rush lasted until he saw her watching and nerves made his fingers slip because heroing was one thing, but this? The only people he ever really played for were his parents and they didn't count. Not even Grandpa knew, not really, and he never thought he'd show the dweeb. Not in a million years.

But he saw her smirk and heard her say, "It's okay, Ben. I believe - "

The pity was just as much a challenge as what she said before, and the first few chords of Detroit Rock City more than met it.

It was the first song he heard at his first real concert, and he knew he wanted a guitar all his own before it was even half done. He remembered it all, the feel of the face paint, the thrill of seeing Superheroes on stage, even the way his mom danced next to them as everyone around them roared.

Ben was eight the first time he heard this song and he rocked it now.

He didn't know what was better, the way the beat pulsed out as his fingers flew or the look on the Dweeb's face as the music hit her. Her eyes went wide at the first note and she was grinning at him by the chorus and he thought he had her as he hit the bridge.

Then she stood up.

Ben's fingers slipped over the strings as she all but ran for the door. The noise made them both flinch as he tried to think of something that he could say that would take the sting out of her walking out or laughing. He was ready for that. It would hurt, but he was ready. Playing the guitar was stupid anyway and -

"Don't stop!" The Dorkasaurus Rex demanded as she spun around and gave him another wide-eyed look. Then her face got even brighter as she waved her hand at him. "In fact… Start again! Start at the beginning!"

Ben felt his brow crease because there was a joke here and he was the butt of it. "Why?"

The Cootie Queen didn't answer, she just shook her head. "Please?"

She'd never asked him to do anything like that before. Usually, she just dweeb out and started yelling. That was always fun because he got to yell back, but now? Even if it was a joke, at least he got that out of her. "Fine." He twinged at the strings as she shook her shoulders and bounced on her feet like she was having some kind of fit and he couldn't stop staring even as his fingers danced over the strings and the fast beat filled the room.

Detroit Rock City was his song. It was the one he started with, the one he played when everything was too much and when he just needed it out of his system and even heroing didn't help, and the one he heard as he was falling asleep. It had been since he was eight and he spent months learning everything he needed so he could play it too, and it was his when he started playing it again tonight.

His Dweeb stole it the second she started dancing.

The beat started in her foot before it went up into her hips and shoulders and then the rest of her joined in. He watched her sway and swish back and forth, watched her spin and kick and every move melted into the next just like the chords did. Some of it looked like karate and some of it looked like the dance she taught him, but most of it he didn't know and it didn't look anything like the stuff he saw at concerts.

No one there looked as good as she did as she danced all around his bed.

It almost looked like it did when she went hero. The thought made Ben's heart race and his hands sweat as he watched her kick her foot up high at the power chord as her hands cut through the air. Hands that glowed pink after a minute and trailed sparks in the air behind them even as she kicked her heels up and the polish on her shoes caught the light. Heels that kicked up so high that they brushed her butt and his eyes caught on her skirt as it swayed and shook with her every move.

He watched her fight in flashes like the flipbook cartoons he used to make in the corners of his notebook because Hero Time didn't let him do anything else. Not when he couldn't take his eyes off of the bad guys for more than a second. Now, there was only the Dweeb and he couldn't take his eyes off of her.

The wicked witch.

Somehow he kept playing, somehow his fingers never missed a beat as she moved, even as the room got so hot he just wanted to pull at the neck of his shirt and he felt sweat trickle down his back. He was staring as his fingers found the climax of the song and that was when she threw herself into a spin. She spun so fast that the hem of her skirt climbed up her thighs and when the song stopped so did she, but the fabric didn't. it wrapped tight around her even as she threw her hands up high like she was waiting for applause. Applause she almost got if he could do anything but stare at her as she stood there in front of the lamp on his dresser, breathing hard with her eyes closed and he just felt like he was on fire.

He had the whole time she danced, but now he felt his heart hammer as he finally realized that her top had slipped out of her skirt as she danced, and when she threw her hands up it and her sweater followed them and -

And Ben saw the little line of skin of her stomach that peeked out when they did. Skin that was just a little paler than the rest of her, but he couldn't tear his eyes away from as it moved with her every breath and his just stopped. He couldn't swallow. He couldn't move. He couldn't even blink. Not until it vanished when his dweeb of a cousin dropped her hands into her hair. Her stupid wild red hair that clung to her fingers as she ran them through it.

Not that she noticed. Her magic, the reflection on her shoes, even her hair, none of it shone as bright as her smile. Only her eyes came close when she opened them again, and he only saw them for a second before she grabbed her skirt and curtsied. The absolute dumbest part of Ben almost let his guitar slip out of his numb hands so he could clap. The rest of him smirked a challenge of his own as he rose up on his knees and filled the room with a new beat.

It was time to see how good she really was because the music never felt like this. It never even came close. Especially not when her head shot up and she let out a delighted laugh even as she started bouncing along with the corner of her skirt still in her hand.

That was when he knew that she'd dance for as long as he played just to prove she could, and right now Ben felt like he could go all night.

- o - o - o - o - o -

All night was just two more songs, and the guitar gave out before either of them did. "Aww, man," Ben groaned as he waved his hand and glared at the broken string that got him. He groaned all the harder when his dweeb stopped in mid-twirl and frowned at him before she made her way over.

"Can you fix it?" Gwen asked, breathless and her face flushed and glistening as the magic in her hands died out. For a second Ben forgot all about the string as he watched one of the beads of sweat on her forehead slip free and run all the way down her face until it dripped onto her sweater. The one she pulled away from the white dress shirt she wore under it. She must have seen his eyes get bigger because her hand froze and she made a noise as she rolled her eyes. "What? This uniform is not made for dancing! Next song this is so gone."

"Next...?" Ben choked out around the idea even as it made him squirm and his heart race all at the same time. He knew she'd been drawing a spell on him to make him a Doofus when she reached out and ran her hand over his arm because he didn't push her away. He couldn't. It was all he could do just to force out, "You gonna spazz out again?"

She should have insulted him back after that. Something good. Something that would let him stop squirming as they fought like they always did. Something that would let him look her in the eyes again and stop him from looking down at the rest of her. It might have worked, if his voice didn't make the noise it did in the middle again. After that, he couldn't decide if he wanted to hit her with the guitar or hide behind it as her eyes lit up and she cupped a hand around her ear. "What was that, Ben? I couldn't hear you over the squirrel that snuck in here!"

"Shut up!" Ben hissed as he squeezed his throat and that must have been all it needed because his voice didn't do whatever that was again. It better not ever do it again either as he glared at the guitar in his lap because he couldn't look at her any more. Somehow he made his voice sound steady even though he didn't feel anything like it as he said, "And that was my last string. I didn't think I'd rock so hard tonight."

"Rock so hard…" The shove he got was so worth it just because it was normal. Normal enough that he let himself collapse back onto his bed instead of shoving her back. He should have shoved her. Maybe if he had, she wouldn't have collapsed onto the bed next to him, wouldn't have curled up on her side with her knees just brushing his or put her gross and sweaty face on his pillow or stared at him with dark eyes even as she sniffed, "I do not spazz out!"

It was such a good thing that his mouth didn't need the rest of him. "You can't call that dancing."

That should have done it. That should have made the girl rant, but she ducked her head and grin. "God, no. That was just me moving around. Your bedroom isn't big enough for real dancing, Doofus."

"Real?" Somehow Ben didn't squeak the word out because he couldn't even imagine. "Like when we…?"

"No!" The Dweeb said too fast as she ducked her head. "Well, yeah, but…" She shook her head and her hand went to her hip when she finally looked at him again. "I wish… You should have gotten off your butt when I was still taking dance and come to one of my recitals instead of being a jerk. You would have seen me do it right."

Ben's eyes flickered away because her mom always sent invitations and his mom always went. The two women didn't sit anywhere close to each other, but she always went. Even his dad did when he could, but him? He didn't know how many fits he threw any time they were brought up, but he knew he'd said things like 'snoozefest' and worse each and every time. He never regretted it, not once and even less when his mom came home grinning and cooing over her favorite.

He did now. That was why he stuck his chin out at her. "Well, if you can't do it anymore…"

That one got a punch as his Dweeb pushed herself up on one arm and glared down at him."I so can!"

His shoulder stung and it just made his smirk bigger as he laid back and slipped his arms behind his head and closed his eyes because he couldn't look at her anymore without giving it all away. "Sure..."

Even with his eyes closed, he knew she dropped her jaw at that, and he heard her teeth click as she grabbed his elbow. "I'll show you! Your living room is plenty big enough if we push the coffee table and the chairs back! Come on! I'm going to make you eat those words and your guitar!"

Ben's eyes flew open as she crashed to a stop and they both stared at the guitar in his lap as he sighed. "So many strings next time."

"Good!" The girl said with a sharp nod and a glare before she sighed and collapsed back onto her spot on the bed. She just got comfortable on her side when she reached out and brushed her fingers over the neck of his guitar. "I can't believe you can actually… I thought it was just the Watch." She sounded awed and guilty all at the same time as she pushed the strands of hair that escaped her clip out of her face as she stared at him.

"It's more fun when I'm rocking out to stop a crazy weather robot," Ben sighed and she laughed just like he hoped.

"Doofus, " Gwen murmured as she closed her eyes and he froze again because she didn't say anything else for what felt like forever. She just laid there with a little smile on her face for so long he was sure she'd fallen asleep. Then she shook her head again and peeked at him through her eyelashes even as her smile got bigger. "I'll never figure out how you do it."

"Kick bad guy butt or rock out? Because both are - "

"Not that!" Gwen said with a laugh as she shook her head, and her eyes sparkled when they met his before she ducked her head and murmured, "How does a Doofus like you always make me feel better?"

"I'm just awesome." Ben grinned at the words as he leaned in close and poked the school logo sewn into her sweater. "You'd think a Dweeb like you would have figured that out by now." Her eyes went wide at the touch and that was when it hit him how close she was. Close enough that he watched her eyes get darker, her nose flare and her mouth as a smile pulled at the corners of her…

Her lips...

Her…

Her lips twisted down even as the rest of her head twisted away. "What's that?"

Ben blinked hard and swallowed harder. Some part of him wondered why his mouth was so dry. The rest of him just tried to listen for anything over the pounding in his ears. "What's what?"

"You didn't hear that?" Gwen asked as she pushed herself up and some stupid part of him wanted to grab her so she couldn't leave even as she jumped to her feet.

The rest of him just followed after her. "Hear wh - ?"

"Ben?" A woman's voice called out just as his foot found the carpet. One that he knew just a well as he did the Nerd Queen's, whose eyes were almost as wide as his felt when she spun around and stared at him. Neither of them said a word, but they didn't need them. Not anymore and not for this. He ran for the door as she sprinted for the window. Somehow he didn't slam the thing even after he heard the bottom step creak.

"Nice try, Ben. I saw the light before you closed the door. I know you're awake," his mom's voice called out from the stairs as she got closer and closer and his Dweeb grabbed the windowsill.

"No, I'm not!" Ben called out just to buy time as he watched his cousin throw a leg out the window because he couldn't think of anything else. He didn't know what was worse, the look the dweeb stopped to give him or the way his mom snorted on the other side of the door. "I mean, the garage door was so noisy that I - Just go!" The last words were a low hiss as the Dweeb slapped a hand over her mouth.

Maybe his mom didn't hear Gwen's giggle, but Ben sure did, and he wished he had something he could throw at her as she ducked her head and slipped outside. The last thing he saw was her shaking her head before she slipped to the right and out of sight just as his mom knocked.

"Okay, Ben. That was bad even for you. Just - "

Ben spun around and yanked the door open before she could finish. "Mom! You're home!"

The look he got might have had a home on Aunt Natalie's face if the corners of his mom's lips didn't twitch as he watched. She saw him see it, too, and her face flushed like it always did, but she didn't move and she didn't uncross her arms as she looked over his head. "Well, nothing's on fire and I don't see any raccoons..."

"See!" Ben grinned up at her with his best puppy dog look. "I told you I could stay home alone!"

His mom's lips stopped twitching at that. "You told me you'd go to bed at ten, too, Ben. You promised."

Ben's hand went to the back of his head as his eyes dropped. "Yeah, but it's Friday and I wanted to hear all about - " he started as his eyes went to her t-shirt because he didn't have a clue what bunch of posers his mom and dad were so excited to see, and the more they talked about it the less attention he paid especially since the talk always ended with them being gross and kissing. Her arms blocked most of her shirt, but all he needed was a clue. He hoped for a name, instead, all he got was a mystery. "Why's your shirt on inside out?"

"What?" His mom gasped as she looked down. Then she gasped again and her flush turned into a full blush as she stammered, "That's not - It's just how you wear your shirts to Bon Jovi, Ben! It doesn't matter! We're talking about you and how you - "

Those were just words and Ben never cared about them. Not when he knew his mom was lying. It wasn't just her shirt. Her denim skirt was messed up, too. Wrinkled like it wasn't when she left. Wrinkled like someone…

Ben sucked in a breath. "Not you, too! What happened, Mom? Are you - ?!"

His mom jumped back into the middle of the hall as he surged forward. "Too? What are you talking about? I'm okay! This isn't going to work, Ben! We're discussing- !" she stammered and shook her head hard.

That was when Ben saw the bright red mark just under her ear. "What happened to your neck?!"

"Nothing!" His mom said as her face burned bright red and she slapped her hand over it. "Just go to bed! Everything's fine! You aren't - "

Ben shook the words off as he took another step toward her and his hand went to his watch. He felt his voice catch again as he growled. "Who hurt - "

That was when a hand clamped on his shoulder, and Ben's heart raced even his hands shot up he could flip whoever it was before his dad laughed. "It's my fault, Ben. Your mom got some cherry soda and I bumped her arm. I thought I got it all up before it stained, but…"

"Cherry Soda." The words weren't a question as Ben looked at his father.

"The stuff is a nightmare. It'll stain for days. It's why we never let you have any." His dad smirked and Ben knew it was true just from the way his mom glared. A glare that was lost in a blush as his dad grinned at mom and added. "She'll either have to wear her turtlenecks or let everyone see until it fades now."

"Carl!"

Ben shook his head because it didn't make any sense, not when he'd seen enough bruises that he was sure that was what it was, but his dad's grin got wider and his mom's face burned hotter as they stared at each other, so it had to be true. They didn't lie to him. The books wouldn't let them and why would they about something like that anyway? "The Dweeb would kill me if I did that to her. You're lucky you got mom instead, Dad." Ben snorted. It wasn't even a joke. That was why he didn't understand why his dad blanched at it or why his mom shoved a hand over her mouth and giggled, but his parents were weird and he stopped trying to figure them out years ago.

"It's- it's not something you should ever do to your cousin, Ben," his dad stammered as he shot a glare at his mom because it sounded like she was choking on something.

Ben couldn't figure them out, but that didn't mean he could just ignore them either. Even if he did try sometimes, but not now. Not when his mom's eyes were watering so hard it looked like she was about to cry when he looked at her again. "Are you sure you're - "

"She's fine," his dad said as he ruffled Ben's hair and gave him a shove back to his room. "Don't worry, Buddy. You know I'll take good care of her. You did great tonight, but it's time for bed. Okay?"

Nothing about this felt right, but Ben went back to his room anyway. He closed the door and hit the switch that turned off the lights, but he didn't go to bed. He just stood there and listened as his mom said something. Something that made her giggle and his dad sputter out, "- his cousin?"

His mom's voice was fainter through the door, but Ben still listened and he almost wished he didn't when she cooed, " - adorable." He almost gagged when he heard it, and jumped when he heard someone getting slapped, a sound he was so familiar with. " - fault. I told you he'd see, but nooo - "

His dad was a little fainter as the floor creaked, but the door didn't explain why his voice sounded so deep and so weird. " - to do something to show them that the prettiest girl there was mine."

"Yours?" His mom asked, and then there was a hard thump and she gasped and Ben's hand shot to the doorknob. He yanked the door open and grabbed for the Watch when he saw his dad pressing up against his mom and pinning her to the wall by their bedroom door as she gasped, "Carl!"

"All mine," was the only thing his dad said, and he said it in a voice so low it was almost a growl before he leaned in and pressed his mouth against the side of his mom's neck right where the other mark was.

"Ca - Ca - " his mom gasped like it hurt as her hands flew up to the back of his head, but it didn't look at all like she was trying to pull him away. She didn't try to slap his hand away either, not even as it caught her skirt and…

And he was pulling up her skirt! There were rules!

Rules became just as confusing as the rules in his math class when his mom gasped, "Carl!" as she wrapped her leg around his dad's and his hand shot up and pulled up her skirt with it.

Ben saw a flash of white over her hip that sent him scrambling back into his room and almost ended with him on his butt. Somehow he didn't claw his eyes out, but he never wished he was Wildmutt so bad in all of his life. "Why would they - ?" Ben gasped out and he felt sick.

"Is Aunt Sandra okay?"

His voice was almost a shriek as he jumped at the Dweeb's whisper. Jumped and spun as he threw his back against the door because he knew her and he knew that she'd look and - Oh God… The white. He saw his mom's… He couldn't let his Dweeb go through that! "She's fine! She's - !"

"All mine!" He heard the faint sound of his father's growl and his mother's moan through his door just before it shook like it always did when they closed theirs. That should have made him feel better, should have…

His eyes flickered to the Dweeb in front of him; to her messed up hair and clothes and his eyes flickered to her neck as she put a hand on her hip and that just made things worse. "Okay. Be weird."

"They're…" Ben tried to say through the lump in his throat and the heat in his face that should have made the whole room glow as his eyes dropped from her neck to her skirt and there were rules. He knew that there were. He just didn't know what they were. None of them but the most important. "You gotta - They're gonna - They're kissing!" None of that was a sentence. He hated all the stupid graphs that they had to do in English class and he still knew that. It was nice to know something when everything else was just a muddle. Why couldn't he just punch something today?

Why was everyone wearing skirts?!

"Right now?!" Gwen echoed right before she gasped in horror and covered her mouth with both hands. "Ewww! And you saw?! EWWW!"

"I know! They're always - !" Ben snapped at her as he grabbed her hand and dragged her to the window. "So come on! Hero time! Lots and lots of - !"

"Nope!" Even in the dark he saw her teeth flash as she jammed her finger against his chest. "I don't wanna and you promised."

Ben gaped at her. "You…! You…!"

"You shouldn't have pushed me off of the bed," Gwen sniffed with her nose high in the air as she pulled herself out of the window. He wanted to scream at her, to tell her that she so wasn't the boss of him. If his parents weren't right there he would have just for the fight, but they were so he bit down on the words and the inside of his cheek together. The worst part was she knew she won. He could almost see her smirking there as she pulled her foot up after her even in the dark and he was sure that was it. That she'd go now because she'd won. Then she ducked back down and leaned on the windowsill. It was too dark to see her face, but it didn't matter, he heard the warning in her voice. "And don't do it, Ben. Just leave them alone."

Ben froze as the words. "I wasn't going - " He tried for the same confused innocent look that usually worked on his parents and sometimes worked on his Grandpa, but it never worked on her. He never got away with anything around her and he hated it.

"Please. I know you," Gwen said, her voice so soft as she stared at him until he squirmed again. He saw her hand flash with mana as she reached back in. It wasn't much light. Just enough that she could find his hand and squeeze it and so that they could see each other, so he could see her eyes as she looked at them. "Grandpa was right. They're not worth it."

Ben sucked in a breath at the words and spat it back out. It and everything he'd been holding in since she told him. "They deserve it!" They hurt his Dweeb! They made her cry! He didn't say the words, but they still made him shudder and the world go red.

"I don't care about them," his Dweeb said as she took his hand in both of hers and squeezed. "Be a hero, Ben. For me. Please."

"That's not fair!" All the things he could do, and he couldn't…. Couldn't help her, couldn't watch her back or stand the feel of her eyes on him. "Or what? You'll spend all night checking on me?"

The Dweeb brushed her hand over the little pocket on the front of her sweater. The one that was just there so she could tuck her hands into it when she got cold and he knew held her cellphone now. He wished she'd said yes. It would have been easier if she said yes. That would have been so much better than what she did, which was shake her head and smile at him. A smile he only knew was there because he heard it in her voice as she said, "No. I trust you, Ben."

"Stop calling me Ben, you evil - !" Ben muttered because she only did it when she was fighting dirty. And she did, she didn't say another word. She just kept looking at him. "Fine! Fine! But you're so paying for this tomorrow night, you wicked witch!"

The words were a threat and a challenge all at once, and his Dweeb always met those face on. Except for now. Now she just made a noise that almost sounded… Disappointed? "I - Not tomorrow. I have to… Michelle…"

"Oh," Ben grumped as his shoulders slumped. Then the worry and the guilt come back because he never asked. "Is she -?"

Gwen shook her head as her voice cracked. "She's okay. She just invited me over for a sleepover tomorrow night and - and we have to..."

His heart thumped in his ears the watch felt so heavy on his wrist because this was the most miserable that the Dweeb ever sounded when she talked about Army Girl and as much as she owed him a night of heroing after tonight, he hated the way she sounded more. "You're not Dweebing out again, are you?"

"No!" Her hand went back to her hip at that and he felt her glare and he smirked back even though she couldn't see it. "It's just girl stuff. Don't worry about it. I can't talk, but you can text me. I'll answer. I promise."

"Yeah, good. You better," Ben grumbled.

A grumble that died when she darted forward and caught him in her arms. He almost shoved her away before he realized it was a hug. An urge that ended with her whispering, "Thank you, Ben. You're my hero." Even if the touch didn't make him freeze and his heart race, the way she whispered that would have.

And then she stopped playing fair at all and pressed her lips against his cheek in a kiss that didn't feel teasing at all and just left his mind blank.

He was still frozen even when she let go and called up one of those weird platforms, the pink light making her face look as red as her hair. He kept staring even as she waved and flew away. He didn't move again until she was just one more star, and too far away to see it when he finally made his hand move so he could wave back.

The Omnitrix was heavy around his wrist as he let his hand drop and stared out into the night for he didn't know how long. It would be so easy. Going for a run or a fly. Slipping through the wood or the sky or down the street. He could do it until his head was clear. He could be someone else. Except…

If he did, he'd just end up at her school, looking through the records and finding addresses. It didn't matter what alien he picked. "They deserve it," Ben muttered because they did, but she would know. The second she looked at him she would, and then…

It would be so easy. It was what heroes did and that was all he ever wanted to be. A hero. Her hero, and if he left right now…

He wouldn't be anymore. "Not fair."

The Omnitrix was so heavy on his wrist as he closed the window and her kiss still tingled on his cheek as a thousand thoughts rattled in his brain, all of them as shattered and jagged as his mom's plates were after the last earthquake. Thoughts that he couldn't stop or drown out even after he found his headphones still in his CD player and turned the volume up until it hurt.

Hurt like his Dweeb did. Hurt until he hurt, too, and he didn't know why. He hated seeing people get hurt, but it never felt like this.

He didn't know why it did now any more than he did why it was the memory of her sigh that made him turn the music down either - down until they didn't do much more than block out the thumping noise coming from across the hall, but didn't touch the pounding he heard in his ears. It didn't make any sense, but it was. At least he still had the beat. The beat his thoughts raced along with, especially when Detroit Rock City started to play and he couldn't stop glancing down at his dresser or the empty space in the bed next to him. Everything felt too big and too empty just like it always did when she went home and that was just one more thought rattling around in an earthquake that wouldn't stop.

An earthquake that was all her; her grinning and crying and being evil and sweet and teasing and annoying and smart and boring. Her in a gi and her costume and her uniform and being normal. Her fighting and dancing and shoving him and nerding out and…

And her with her head on his leg, tearing herself apart because some jerks wouldn't leave her alone and he just wanted to protect her, to be her hero and have her back like she always had his even though...

Even though Gwen didn't need him to and he knew it. Not when she was the bravest person he knew. Brave when her hands and eyes were burning with magic, brave even before she had her spells, when she didn't have anything but her ninja training and her brain, when she was so scared and still helped him kick bad guy butt anyway. And she was brave even when she was crying. She was as brave as she was smart and she was the smartest…

So smart. Smart enough that he knew his homework didn't compare, but she still helped him with it, made it make sense and even when she got annoyed she never...

All her. All his Dweeb as she…

And he…

He loved all of it. He lo -

Ben's eyes shot wide open in the dark as his thoughts spun as fast as she did when she danced at the foot of his bed, her hair and skirt trailing after her and she was...

She was…

The thin line of skin at her waist…

"No. Nonono! She's the Dweeb! She's - !" She was his cousin! Cousins weren't…

Weren't…

Her face glowed when she danced, and it wasn't because of her magic. She was his sidekick and a pain in his butt and she always had been! He just…

She just…

He…

She…

She kissed his cheek and he still felt it tingle under his hand. He still felt all of the kisses she gave him just to make him blush or win a fight. He could…

Her lips. He l -

He liked - liked being around her. Not just when they were heroing or hanging out with Grandpa or getting smoothies, but just being around her. Even when she was just being a dweeb. Even when she was driving him crazy. Even when she was…

"Aw, man!" He groaned as he shoved his hands over his eyes and fell back on his bed. They were friends. "When did that happen?!" When did he start thinking that she was cool and fun?! When did he start feeling bad when she did? "She's turning me into a dweeb, too!"

Those were the worst words he ever imagined he'd say. Worse than here's my report card. They were almost as bad as some of the things he felt sick imagining he'd say. The words that pounded in his head when Grandpa was in traction or when Ghostfreak…

Just the thought made him feel sick. The earthquake in his head died at that thought as he clutched at the watch that wouldn't help. Not now. Not now that he found the heart of it. That he… that she….

That she'd become the best friend he ever had and he didn't know how.

Ben grabbed the pillow - the one she put her head on and got her stink all over - and screamed into it. "Wicked, wicked witch!" He groaned when he was done as he collapsed back onto his bed with his heart pounding and his face burning because this was her best prank ever. One he'd never…

None of his aliens could beat this one. None of his and none of the 10,000 he was going to get one day could either. He knew that even as his hand found the watch and remembered the woman he met, the one who still watched his back even though he was a jerk and he knew she would never change. The Cootie Queen would never go away or leave him alone. She'd always…

He never told her how much that helped. How much he counted on that. It was better than the watch and the music put together. It was almost as good as when she smiled at him, her white teeth flashing from between her lips. Lips he couldn't stop thinking about.

"Evil."

She was, and it didn't change a thing. She was still a dweeb and his cousin and…

And his best friend and he...

And he…

Ben didn't finish the thought. He couldn't, but it didn't matter. It didn't help. Nothing would. He never fell asleep after that either. The universe was too loud.