Disclaimer: I don't own Ben 10. Vilgax the parrot is mine though laughs in cockatoo.

A/N: Alright so one thing I never got about OS is the route they're taking through the USA. Seriously, episode two is in Washington, episode four is in what looks to be the western deserts judging by the scenery, episode seven is in New York City and episode eight is, by all appearances, again in the western deserts. On the same note the season finale of season one is in Dakota while the season two finale is, again, much further east, being at Niagara Falls. Now while Max would totally be the sort of person to just drive straight through the night on nothing but coffee and questionable sources of calories, I think its just simpler if I take a more 'straightforward' route for this story, so for now they are still meandering in the eastern parts of the USA.

Ben inhaled a deep breath, the evening air filling his lungs. The sky was still a faint blue overhead, but the forest clearing around him was dark, illuminated only by a few stray fireflies. Romantic, Gwen would've called it. Too bad he only had the bird for company.

"I'm telling you, you should go back to the RV."

Lazy feather rustling was the only response he got from the avian sitting at the edge of the clearing, perched on a fallen branch.

"Seriously, when Gwen first used her mana, she nearly electrocuted all of us and short circuited the Rusbucket. Not fun."

Vilgax responded very maturely by taking an apathetic crap on the forest floor.

Ben sighed, rubbing his temple. "Fine. But if I explode, I'm taking you with me."

The look the Bird sent him clearly said 'I'd like to see you try.'

Ben waved him off, taking another fortifying breath and closing his eyes. He'd done this before, even if it'd ended with him getting zapped. But he'd had Gwen to talk him through it and a magic spellbook in his hands to help make him aware of his mana. Lacking those, he tried to recall her instructions, losing himself in the memory as his minds eye took him to another clearing, this one surrounded by pines.

There was fog in the air, the sky gray and overcast, draining the world of color. Except for Gwen; there wasn't a thing on the planet that could make that hair look dull. Plenty of things that could make it ridiculous, but never dull.

"Pull your focus inward, doofus. You need to pull this one out of your soul."

He hadn't even known what that meant, exactly, nor was he particularly fond of what it implied. Reflecting was never his strong suit. Neither was sitting still. Both just made him tired.

"I focused on my breathing when I first did it. Maybe that'll work for you; give your brain some much needed oxygen while you're at it."

Breathing worked for Gwen. Gwen was lightning. Gwen was the short burst of power, of anticipation in the air before a lightning strike. Gwen was the quiet before the thunder roared. Even if magic itself had no elemental basis, mana did, and Gwen had always been able to smell when a lightning storm was coming. It had been the one reason why she'd gotten over her fear of thunder quicker than he did when they were younger.

He'd tried that, but it hadn't suited him. Ben had never been lightning. He wasn't a sudden burst of power, but a steady beat, one that pulsed and flared. Constantly. Sharing that sentiment with Gwen, she'd told him to focus on his heartbeat instead.

That had slowly drawn him inward, and it did again now. Feeling the world fall away, this time not in memory but for real, he felt water engulf him. Ben opened his eyes to find himself at the bottom of a lake, the sun filtering down from above. The water did not bother his breathing, nor did it press uncomfortably down on him. But it was omnipresent, damp, and quiet. So very quiet. He hated it. He looked up to the surface far above, seeing the rippling of raindrops and wind tear at at it, and yearned to be up there. To dance in it, to scream louder than the wind- anything to not be in this oppressive quiet.

Ben didn't like the silence. It reminded him of boring days, of the stillness of his room whenever a game was done or an episode of a show had ended and there was no one to talk to and he realized that sometimes being alone wasn't fun-

He shook his head, the motion feeling as real in here (in his soul? Was this his soul? He hadn't asked Gwen last time. He hoped it wasn't. It was depressing) as it did in the real world. Turning his head down to scan his surroundings, he noted the differences quickly enough. Before, the lake had been full off roots, limbs from the Omitrix, twined through every bit of him, an atom-thin string that connected all his cells to the device; even to here. In a way, it was terrifying to think how entwined he'd been with the watch. It almost made him glad that he didn't have it anymore.

Almost. He still missed it. It had made him worth something, good for something. But of course he'd lose it, and of course Gwen would be better with it than he ever was-

He shook his head again, snarling. He needed to get out of here. Introspection always made him feel like crap, and wandering around in your own soul was the definition of that.

Lacking the roots that had snagged at him a million times before, he quickly spotted the rock sphere rising from the bottom of the lake, the water around it strangely murky where the rest of it was clear. He stepped towards it, feeling like it took forever to reach the stone, but when he got to it it felt too soon.

Reaching through the murky bits of water, he placed two hands on the sphere, feeling it pulse in time with his heart (and he wasn't going to contemplate how that even worked in here; this was weird enough already). He closed his eyes. Last time, this was as far as he'd gotten. Last time, this had send jolts of lightning and fire racing up the roots, jarring him right out of this place.

He cocked back his right hand, eyes snapping open, and struck, fist colliding with the rock. It shouldn't have done anything. His fist was small, his arm weak. But the rock face cracked where he struck, orange light spilling out through it and he felt a jolt of pleasant heat race up his arm. Pulling it back, he saw that his lower arm pulsed with the same orange light now, flames lazily trailing up his arm; flames that didn't burn. Ben grinned. This would be enough to cast a spell, he could feel it, but Gwen's instructions rang in his head, clear as if she was standing right behind him. He could almost see her from the corner of his eye.

"When you grab it, you need to pull as much of it to the surface as you can." She'd told him, holding up finger, full lecture mode. "If you don't, it will retreat into it's shell again and you'll have to do this again every time you reach for it."

He cocked his hand back again and struck another time, causing the cracks to expand further, feeling the water evaporate around him, slowly, an expanding bubble of dryness overtaking the lake floor.

"Tear down the shell. You'll feel better afterwards."

And he did. Oh he did. With every crack, he felt the orange light race through him. This wasn't like the Omnitrix; it wasn't an alien power that he just happened to wield. This was his.

He struck again, and distantly noted that the water in the lake had evaporated completely, living him at the mercy of the wind and rain, both carrying the fire with him as they touched it. Ben grinned, feeling his pulse race. Yes. This was much better.

With one final strike, the sphere collapsed entirely, and the warmth burst forth in one bright explosion of light.

Hearing the beeping that told her the Omnitrix was about to give up, Gwen pulled herself from the blaster she'd been merged with. Not even a second after Upgrade (as Ben had dubbed the form) pulled off of it, she returned to normal in a flash. She grinned despite that though, holding up the deceptively light blaster to the light, inspecting her handiwork.

It had taken a few more rounds as Grey Matter, and two rounds with Upgrade, but she'd managed to make the darn thing. It still had a pretty limited amount of shots in it, relying on what batteries could be worked into the design, but perhaps they could figure something out later. It would definitely get the job done though.

"Oh yeah, who's the brains of this operation?" She celebrated, fitting the blaster over her right hand and lower arm before tapping a small button at the bottom, near her elbow. The device instantly folded in on itself, taking all of a second to transform into a silver bracer that fit snugly around her lower arm. Her grin widened. She hadn't needed to add that little something, but it occurred to her on her second stint as Grey Matter that she could. And if the idea was for Ben to have some means of defense, he needed to be able to carry it around like she did.

Sure, she could've stopped working on it. Ben himself had cut her time with it short three days ago, and he hadn't offered up any new information for her to get her to work on it again. But at that point, it had already become a matter of principle. That, and doing something nice for the doofus for the sake of it was something she could manage. He did it often enough for her these days. Even if a large part of her was still flabbergasted about both those things.

Rising to her feet, she walked through the Rustbucket and out its door, finding grandpa lounging in a sun chair, enjoying the cool evening. Without Vilgax, for a change. Odd. Usually the bird was with him. He noticed her, and immediately spotted the bracer, quirking an eyebrow. "New fashion trend I've missed?" He asked, eyes twinkling.

Gwen grinned back, giving his shirt a look askance. "I think you missed more than one." She giggled when the old man clutched his chest in mock hurt. She didn't have to look far to find where Ben got his dorky sense of humor. Tapping a button at the top of the bracer, it unfolded into the arm blaster, the gun handle hidden within the machinery fitting snuggly in her open hands. She smirked a his surprised look.

"That's quite the weaponry you've made there." He remarked, sounding more weary than impressed. "Why do you need it, though?"

Gwen felt an embarrassed flush spread over her cheeks. "It's not for me." She muttered, and just like that grandpa's morpehd into a smirk. "Don't say it." She warned.

"Aw, Gwen-"

"Don't you say it!"

"-that's so sweet of you."

She groaned, nearly face-palming herself with blaster. "Not sweet. I am not sweet! It's just tit-for-tat. He's been nice, I can be nice too."

The old man laughed at that. "And this has nothing to do with you two being friendly now?"

Gwen scoffed, but there was no heat in it. Nor did she deny her grandfather's words. Silence fell over them for a few long moments before Gwen turned her head and opened her mouth, only to shut it several times before she finally found the words to ask what she'd been wondering for a few days now.

"Am I really his first…?" She asked, not quite daring to say the word 'friend'. It was still weird. And it hadn't exactly gotten less weird when she realized, only moments after her and Ben had agreed to be friends, that she didn't have a clue on how to be friends with anyone.

She was pretty sure it meant not trying to tear the other's head off, verbally or actually, so whenever they'd talked over the last few days, it felt like walking on eggshells. Before, she hadn't cared that she was inadvertently hurting him. Or pushing his buttons. Especially the last few weeks; he'd basically been a stranger to her, and she'd needed to get to grips with this new Ben just as much as he seemed to need time to figure out 'old' her. She hadn't cared about him then.

But it turned out that while 'future' Ben was every bit as obnoxious and rude as he'd always been, he was also pretty neat. At least to her, of all people. She wanted to see where that could go. She didn't want to screw this understanding between them up.

Which hadn't made actually being friendly any simpler. She wanted to talk, to get along, but all her instincts were telling her to do as she always had. And that… wasn't being friendly.

Grandpa Max snapped her out of her musings, eyeing her cautiously. "Why are you so surprised about that? You know yourself how hard it can be." He reached over to give her shoulder a squeeze and she smiled to show that he hadn't inadvertently hurt her and squeezed his hand because he cared. He always had.

How many times had she taken a detour after school, just so she could go cry to him instead of going home? She loved her parents, she really did, but her father expected her to fend for herself and her mother never understood why she even wanted to get along with the kids at her school.

Grandpa understood. But clearly, she wasn't the only grandchild he had that had trouble fitting in. She turned her head to the dark treeline, where Ben had disappeared into a while back.

"I figured, since he was always the opposite of me, that if what I was doing wasn't working, what he was doing had to be working." She turned her gaze back to her grandfather. "He's always so lively, always so laid-back. I figured that me not liking it was just because I'm weird." But it turned out that was one of the few things that she was normal in. Funny that. Being normal for once didn't feel that good at all.

"Your cousin," grandpa started, retrieving his hand and sitting back in his chair. "well, he's better at hiding it, but-"

A loud explosion cut the old man off, the bang followed by a gust of air and a distant, glowing mushroom cloud. Both her and grandpa were running within seconds, and Gwen was not ashamed to admit that the panic she felt had very little to do with fear of what that explosion was, but everything to do with the fact that the stupid doofus was in the forest and if he'd gone and gotten himself killed she was going to kill him!

Reaching a clearing with a smoldering crater, she was surprised when a blur of white flew at her, landing in her arms, scratching her the forearm that wasn't shielded by the bracer in its panic. "Vilgax?!" At the sound of his name, the bird calmed a little. His tail feathers were slightly singed, and the avian puffed out some smoke, but he seemed fine otherwise, if frazzled and very pissed off. Meanwhile, grandpa had made his way to the edge of the crater and gasped, drawing Gwen's attention.

"Ben? Are you alright? What happened?" Worry spiked through Gwen. Had he hurt himself? Had another meteor crashed near them? Had he been attacked? Was he still breathing-?!

"I fell from heaven. The landing was rough."

Gwen breathed a sigh of relief. He was alive alright. Turning her gaze to the crater as he made his way out of it, she spoke. "Judging by the fire and brimstone, pretty sure you came from the other... place..." She trailed off, feeling heat creep up her face.

It wasn't because of the bruises, even if he looked like he'd taken a bear on in a fist fight. It wasn't the lobster red patches of skin either, even though they looked like they stung.

No, it was the fact that she could see all of that and that was way more than she'd ever wanted to see of her cousin, thank you. Ben didn't seem to notice his lack of clothing, instead giving her an angry look. Or, more specifically, the bird. He clutched his hair in frustration.

"Really?! I take out half the forest and the blasted chicken lives?!"

Vilgax only squawked, ruffling his feathers as if to say 'told you so.' Gwen cleared her throat, averting her eyes, pointing at Ben. "Yeaah, and you know what else you took out?"

She didn't see Ben's moment of realization, but the way he cursed up a storm told her more than enough.

Peeking past the pages of her book surreptitiously, Gwen peered at Ben on the other side of the booth. Wearing jeans that actually fit and a regular black t-shirt, she hardly recognized him. The scowl on his face was familiar though, even if it had been a while since she'd seen it. The muttering wasn't new either.

"Survives Vilgax, survives Kevin, survives freaking space- but magic? Oh no, that's where the blasted thing draws the line-"

Gwen was torn between reaching out to pat him sympathetically, rolling her eyes and laughing uproariously. She got it. He'd liked the shirt. They'd been through a lot together, including no small amount of sweat, she wagered, but it was still just a shirt. Not that that seemed to matter much to Ben- he'd been sulking ever since yesterday evening. And looking very agitated. When grandpa had asked him about it, he'd curtly told the man that he felt like 'there was fire under his skin.'

Though, that could also just be the burned patches of skin. Or the bruising. They weren't helping his mood, and as she watched him squirm as he found that, once again, no sitting position was comfortable, she had to concede that that was actually a legitimate reason to be short-tempered. That problem had kept him up for half the night, after all.

Gwen was used to Ben being angry. She wasn't used to feeling like she had to do something about it though. Friends helped each other when they were angry or sad, right? She should help him. She was sure she could think of something.

She couldn't.

Vilgax squawked, breaking the tense silence of the RV and Ben snarled, making to get up before grandpa's voice cut through the RV. "No taking it out on the pet!"

"Oh c'mon! It's evil and you know it!"

"That's beside the point, young man!"

Ben exhaled an angry breath and sat back down- was that steam coming off him? Leaning in, momentarily ignoring the boy's heated glare, she was shocked to find that it was. Reaching out, she placed a hand on his forehead- and immediately retreated it as it felt like touching a water boiler. Turns out he hadn't been joking when he told her that his mana was fiery.

"What is it, dweeb?" Crap, she was still looking at him. She had to say something. Something nice. Neutral? Anything just-

"...sooo" She started as they passed through a tunnel. "does that happen every time, or did you screw up?" She immediately kicked herself mentally and slapped a hand over her mouth, a sentiment that was reinforced when Ben's fierce glare darkened, the bruise on his face twisting nastily. She braced herself for an outburst when he inhaled, shrinking in on herself. Inwardly, at least. She wasn't about to show it. But while he looked ready to burst, he instead took a steadying breath and stood with agitated movements.

"I'm going to bed." He growled, stomping past her. She managed to maintain her composure, even roll her eyes at his antics, but the second he was out of sight, Gwen did allow herself to slump, stifling a groan. Real smooth, Gwen. Aren't you supposed to be the smart one? She placed her book on the table and got up herself to go sit in the passenger seat next to grandpa, shooing Vilgax from the seat. The bird instead sat down between them on the floor.

They sat in silence for a long moment before she spoke up. "I suck at this friendship thing. Does it have an instruction manual?"

Grandpa Max laughed knowingly. "Afraid not, sweety. And he's not great at it either, so don't let that slow you down."

"I just-" She exhaled in frustration. "I have no idea what to do!" She yelled, arms waving frantically. Vilgax mimicked her from where he'd perched on the floor between them, waving his wings around. She was sure he was mocking her. "I want to help, but it's like petting a landmine!"

Grandpa laughed again, and she glared. "Stop laughing! It's not funny!"

"Pumpkin, I've spent the last ten years watching you two make each other mad; literally since you were born. And now both of you are trying to make the other happier." He told her, quirking an amused brow at her. "You'll have to forgive me, but I'm loving this."

...okay, it was pretty ironic when he put it that way. Gwen crossed her arms with a huff. "Well, glad that our train wreck of a friendship is amusing you."

"It's not that bad, Gwen. Friends have spats all the time." He gave her a sly look. "Want my advice? Just do what feels natural to you." Gwen blew out a frustrated breath.

"That's what I always do, and it's never gotten me any friends before!" And she was not bitter about that. Not at all.

Grandpa Max eyed her with amusement. "It got you this one." He grinned. "And I have it on good authority that it got him hooked in the other timeline too."

...wait, what?

"Ben said that?" She wondered, flabbergasted. Because she was pretty sure that wasn't how friendship worked- but then, what did she know?

Grandpa nodded, turning the wheel for a left turn. "Yes. Seems you don't need to be sweet to be nice."

Gwen hummed at that, taking in the words. Glancing at the brazer still on her arm, she contemplated for a long second before nodding to herself. Getting up, she looked down at the bird on the floor. "Come on."

Vilgax seemed more than on board with the idea, as he hopped onto her shoulders. Giving grandpa a thumbs up, she marched to the back of the RV, quickly spotting Ben trying to get comfortable on the bottom bunk, seeming to not care that it was hers this week.

It wasn't working. Between the bruises and the burns, he was twitching all the time. Taking care of that first.

Snapping her fingers, Vilgax let out a loud screech that immediately caused Ben to shoot up, hands covering his ears.

"What the hell-?!"

She stepped forward to tower over him. She could hear Vilgax spread his wings on her shoulders, adding to the menacing effect. She liked the bird, she decided. He was great back-up, scratches aside. Ben seemed less than amused.

"Oh great," he spat. "My two favorite things in the world. To what do I owe the pleasure?"

She suppressed the twinge of hurt at his words. He was just angry. At least, she hoped that was all there was to it. "You can use magic now, right?"

He continued glaring at them, but nodded, the faintest twinge of confusion flickering in those emerald orbs.

"Can you heal yourself with it?"

"I'm not using magic anytime soon, dweeb-"

"Can you?"

Ben grit his teeth. "Yes, I know the spell. Gwen had to use it a lot. But I'm not using my mana, I nearly blew myself up last time!"

"Bottling it up isn't doing you any favors." She remarked, eyeing the steam coming out of him with every breath. "Heal yourself." She told him. He stood from the bunk to growl in her face, heated breath ticking her eyelashes.

"Yeah, how about 'no', freakazoid. No way am I doing that again-"

She tapped a button on the brazer, unfolding the blaster and leveled it at him, quirking a brow. He simply glared back.

"You wouldn't." She really wouldn't. She knew that. He knew that. That wasn't the point though.

"Try me." She smiled, all teeth.

He grit his teeth, clenching his fists at his sides. "This is why you don't have any friends, dweeb." He hissed and ouch. She tried very hard not to show how much that one stung, channeling her hurt into her grin, sharpening it further.

"Not the best thing to say to the girl holding the blaster, doofus. Heal yourself."

A moment of tense silence passed before she could see something flicker in his face. Regret? It looked like it… He exhaled and closed his eyes before steadying his stance.

"Sarcio." He declared, his voice layered and she could feel the air thrum with heat, followed by an orange glow engulfing all of him, before it shifted into green, similar to that of the Omnitrix but much darker. It reminded her pleasantly of new growth in spring. Seconds trickled by until a little under a minute later, the glow faded, and tha face that stared back at her was was no longer bruised. And no longer breathing steam. He was still glaring daggers at her though.

"Happy now?" He grumbled.

"Very." She deadpanned, voice cold. Part of her was satisfied that it had worked… but it had incidentally been the most vicious spat they'd had in a while. Folding the blaster back into the bracer, she took if off and tossed it on the bunk behind him, never averting her eyes from his. "It's got enough juice for five shots. After that, recharge it."

She took a quick step back and spun on her heel, marching back the way she came, falling back in the booth seat she'd vacated earlier, leaning her head against the window, feeling drained. Vilgax flew onwards to settle in the passenger seat again while grandpa called from the front. "Did it work?"

Peering at the passing scenery, but not seeing it, she closed her eyes. "...yes and no." She grumbled, because yes it had worked and it felt like something she should've done yesterday already but she was pretty sure she screwed up. It had worked, but it wasn't nice.

She felt the cushions shift, part of her thinking it was either Vilgax or grandpa, but the weight was too much for it to be the bird, and too little to be grandpa (notwithstanding that they were still moving). She didn't open her eyes though. She wasn't up for another spat, and she really wasn't sure whether or not she should be feeling guilty for being mean, or be pissed off at him for him being mean-

Her musings were interrupted by the feeling of a hand on her shoulder though. Opening her eyes, she looked first at the hand, immediately spotting the silver bracer above it, before turning to look up at the boy's face.

Ben's eyes were… yeah, she was pretty sure she'd read regret correctly, earlier. She didn't quite get what he was regretting though, she was the one that had messed up by pushing him so hard. Other than that, he looked tired, shoulders slumped and eyes weary. Tentatively, he reached for her left hand, and she let him drag grasp it and drag it over, raising her sleeve to reveal the scratches Vilgax had left. Some were agitated, but most were healing. She gave him a questioning look, but he wasn't meeting it, focusing instead on her arm. He closed his eyes, placing his hands gently around her damaged forearm and whispered the spell again. She recognized the word this time.

Sarcio. To mend.

Heat washed over her skin, pleasantly, like light hitting her face through leaves, and she felt herself heal under the touch, much quicker than it had been with him. It seemed he'd drained himself more too, as he swayed a little in his seat. Ben didn't say anything though, merely looking down at where he grasped her arm, before his hands slid up to grasp hers, briefly squeezing it, his slightly larger hands easily swallowing her lone small one.

It had much the same effect on her as his hug had days ago. When she couldn't fall back on anger to mask her confusion, she was left feeling kind of shell shocked when Ben was this… touchy. However, when he pulled away and got up to go back to the bunks, he stumbled and she shot up to steady him. After she did, she looped one arm around her neck, using her other to support him. When he sagged against her, a pleasant warmth at her side, she realized just how much those two spells had taken out of him, immediately explaining why he'd looked so drained when he sat down next to her.

He grinned at her, looking sleepy. She rolled her eyes. "Idiot. Those cuts were fine."

"They were gross to look at." They hadn't been. They hadn't even been visible.

"So does your face, but you don't see me trying to fix it." And darn it, there she went again-

Ben smiled at her, a genuine smile, before bumping her with his hip. "Yeah, you did."

She averted her eyes as she helped him back to the backroom, trying to fight down a blush and a grin. She failed on both fronts, but did feel emboldened. "Eh, you look crappy enough on your own. With bruises and burns? Just blind me already."

"What, and leave me alone to suffer whenever grandpa puts a speedo on? No chance."

Gwen felt her blood run cold. "Please tell me he doesn't do that in the future."

They reached the bunks again, and Ben settled back down on hers, laying back down with a pleased groan. He didn't answer, and that just made Gwen worry more, but after a while he did fix her with a very, very sleepy look. "Sorry that-" He busted out a jaw-cracking yawn. "-I said you had no friends."

Gwen winced as Ben burrowed into the comforter, not caring that it was under him rather than over him. Yeah, he had said that. "Did you mean it?" She asked, hesitantly.

"No." The boy mumbled, voice so thick with sleep that she had to lean in to make out the words. "You got the stupid bird." Gwen snorted and he drifted off, leaving Gwen to shake her head at him. Then she grinned like a madwoman. Turning back around, leaving the doofus to his beauty sleep, she walked out of the room, glad to have finally figured it out. Grandpa was right, in a way.

Being friends with Ben wasn't about being sweet to be nice. It was about finding absolutely horrible ways to say the nicest things.

A/N: Hope you all liked Gwen's perspective. :)