Disclaimer: I don't own Ben 10.

A/N: Sorry for the wait. Life is kicking my ass really hard, so I'm glad to have my writing to let off some steam. Even if it took forever to get this chapter to play ball.


Doesn't seem too hard. Ben mused, looking around the main hall of the small museum. I mean, the windows are like, paper thin, there's only one camera in the corner, the layout is straightforward… should be easy. So why does that make me nervous?

Well, probably because all of grandpa's lessons had made him paranoid as all hell. 'Be aware of your surroundings at all times, so that you know where danger might come from, and where you're going to go if it does,' was just one of the lessons he and Gwen had been taught over the course of their first summer together, along with a decent amount of spatial awareness exercises.

Gwen had taken to those better than he had, being the more observant of the two. He'd always had a soft spot for the lessons on tactics, even if he still ended up winging it most of the time. In Ben's experience, when you prepared for the enemies to come through the door, they came through the wall.

Or burrowed holes in the ground, dropped out of trees or arrived in flipping taxis.

Point being, the lessons were good, but not always applicable when your troubles ranged from 'odd' to 'bonkers'.

Still, his grandfather had laughed heartily when he'd suggested using those skills for a museum heist (after explaining why that was their best bet, of course. Grandpa was crazy, but he didn't do illegal stuff... when he didn't have to). The only reason the old man wasn't with them now to enjoy Ben putting work in and giving pointers was because he was sleeping off an all nighter of driving. It had taken some extra work to get them to New Orleans two days earlier than in his timeline. It would be kinda pointless to arrive after Hex did, after all.

"Hey lame-brain! Keep up!"

Ben smiled to himself, moving to join up with his tour group and their impromptu 'tour guide.' "Aye aye captain bore!"

Rather than the grumpy, old hag that had been their guide during the evening hours last time around, now they had a younger woman in her thirties. One that was so impressed with the fact that Gwen knew so much about the exhibits and could talk so enthusiastically about them that...

Basically Gwen had taken over the tour. It was a pity grandpa Max wasn't here to enjoy it, he would have been laughing till he cried. Well, he probably would anyway when Ben told him.

"Alright alright, I'm here, what did I miss?" He asked his cousin, earning him a tap on the tip of his nose, causing him to go cross-eyed. Their group snickered while he used the opportunity to give the dweeb his best cross-eyed salute.

"You nearly missed this awesome scarf for Ghede Linto." She informed him, and he could hear laughter in her voice. Totally a point for him. Glancing at a colorful piece of cloth on display, Ben raised an unimpressed brow at her.

"Gesundheit."

"Come on doofus, have a bit of cultural appreciation!"

"You said my socks had culture yesterday, doesn't that count?"

"Wrong sort of culture, Ben."

He blew out a breath, deflating. Well, mock deflating. He was having a blast. "Now you're just splitting hairs. Fine, what's this Gator Gesundheit cloth about?"

"'Ghede Linto'" the girl stressed, "is a kind spirit in Voodoo tradition that often bestows small gifts on his believers, like ropes, scarfs, or even jewelry. So, some people leave out offerings that he can weaveinto his works. This is one." She explained with a sunny smile, bright green eyes alight, voice directed at the crowd, but her eyes were on him.

He hummed in thought. He still didn't really get how she could so exited for these things when she already knew more about them than their guide, but she could've been talking about the history of sewage for all he cared; he'd still listen.

"But how do they get the gift this dude makes with the things they leave for him?" He inquired, cocking his head. "Get it in their shoes at Christmas?"

Gwen swatted his chest, lips quirking as he snickered along with their spectators. "No, lamebrain. At least, I don't think so. I think it's more of a votive offering."

"A motive offering…?"

"No, votive offering. It means you don't expect to get anything back for your gift, or you've already gotten what you wanted and are just giving thanks. It's just to show your appreciation." Her eyes trailed meaningfully to the bracer he carried on his arm. He felt his face heat and couldn't quite stop a grin. Point taken.

He bowed to her, digging deep in his memory for a karate lesson she'd roped him into once (he still maintained she'd just done it so she could beat him up and call it 'sparring'). "Thanks for the lecture, professor dweeb-sensei." He got a shy smile in return for that and she rocked in place on the balls of her feet, something that would never not be adorable.

She bowed back. "You're welcome, student doofus."

The actual tour guide chose this moment to speak up, having slid up beside them. "May the force be with you. Gotta say, girl, you're putting me out of a job." She teased, chuckling, twirling her long auburn hair.

Gwen immediately snapped to attention with a flush. "Sorry ma'am!" The redhead apologized, but their guide waved them off.

"No problem, but do try to remember: you're talking to a crowd." She reached out to ruffle Ben's hair, ignoring his protests. "I get that you want to look at this cutie all the time, but you gotta give everyone the time of day when doing this job."

Ben decided he quite liked this woman. He smirked at Gwen teasingly, hoping that the comment had at least flustered her, but no. Touring rights had punched her ego up to its proper place; and a confident Gwen did not fluster easily. Instead, she just scoffed, jabbing her thumb at him. "This guy? Cute? Please, try living with this walking cootie farm for a while, see if you find him cute after that."

He could work with that. Putting a hand on his chin, he hummed. Gwen didn't flush easily, but, lately, he'd spotted some... easy ins. "Well, you did say you liked my eyes." He mused, innocently.

The tour guide snickered and the crowd was torn between people just doing their own thing and those watching the show, while Gwen…

Jup, a faint blush was creeping up her face. "I-I said they were your 'best quality', that doesn't mean I like them-"

"And you said my butt was hot."

"You're taking that one out of context!" She accused, flush deepening tremendously. He smirked. Oh yeah; still got it.

"And wasn't there that time you called me 'awesome'-" a hand slapped over his mouth and he snickered, as did their tour guide and half the crowd.

"Those are on the list of 'things I never said', doofus!" She reminded him, trying to sound haughty but she was way too flustered to pull it off. He gently teased her hand away from his mouth.

"Right, right, so sorry. The list's getting so long, I forget what's on there." Which wasn't entirely true, but… well. The spirit of the comment stood. She groaned, burying her face in her hands.

Their guide just shook her head, smiling indulgently. "You two are going to be in so much trouble when you get older. Alright folks, sideshow is over, on to the next exhibition!"

As their group moved on, Ben bumped Gwen's hip with his, drawing a disgruntled sigh from her. "You holding up there, kitten?"

"I hate you. So much."

"Love you too, cuz."

"Hey lovebirds!" The guide called them over with a knowing grin. "Does our little professor know what this is?"

Okay that was taking it too far. "We're not lovebirds!" They cried in unison, with a synchronicity usually reserved for shouting down the blasted bird's smug looks. They made their way over to the display anyway, pointedly ignoring the knowing and amused looks their group gave them to find-

Ah, there was the prize. "That's the Archamada book of spells." He blurted, absently before he could think better of it. "It contains ancient witchcraft and rituals from the late sixteen-hundreds. Recently recovered." He narrated from memory. The tour guide gave him a funny look while Gwen-

"How the heck did you know that?"

He poked his tongue out at her. "You told me. Duh." That was usually how he got any knowledge in his head, anyway.

Gwen seemed completely mystified for a long second before realization dawned in the form of widening eyes followed by a disbelieving look. "That was a long time ago, doofus. Didn't know you could remember that far back."

He scoffed, elbowing her. "I remember everything you tell me. I just ignore it most of the time."

"That explains so, so much." Gwen muttered, but Ben had turned towards their tour guide.

"What's with it being so out in the open? Figured if it was a recent sensation thing, it'd be better guarded." He remarked, tapping the glass. Gwen elbowed him hard in the ribs for that. He winced with a glare.

Their guide didn't care much. "Don't let it fool you, kid, the glass is basically unbreakable. And the stand is bolted to the ground, so you're not picking it up either. And that's ignoring the sensors we turn on after closing. And the cameras."

Ben whistled. "Okay, when you put it like that, I get it. That's a ton of effort for a book."

Their guide shrugged. "We have to. We're pretty far from the police station, so if we have a break in, we need to stall for time. Not that a lot of people would even want this old hunk of junk."

Far from the police… that could be handy. Ben mused, grinning. "Unless you get a lot of mages coming over."

The woman waved him off, snickering. "Nah, those only show up in winter. Can you imagine those robes in the New Orleans summer? Sweaty nightmare, I tell you." Ben snickered at the joke, and at the knowledge that all the magic users he knew were a little less tacky than that. They were tacky in a million other ways though. Seriously, a purple coat? "But that does sort of conclude our tour! Everybody give some love to our impromptu tour guide and her boyfriend!"

"He's not my boyfriend!" Gwen squeaked over the applause. Ben just snickered at her indignation. Flustered, happy, angry, his cousin was nothing if not interesting.


They trailed through the souvenir shop quickly, Gwen buying a small book on the exhibits which Ben thought was a waste of money because they'd just seen those very exhibits and she could look up most of that info online. But it was Gwen and sometimes she wanted weird stuff and he really didn't have the heart to make her feel bad for it.

He'd done that plenty of times, and after the fun she just had touring them all around the museum, he was not going to rain on her parade. Well, other than by mortifying her into a steaming puddle of embarrassment as he had.

...look, he was allowed some fun, okay?

But, as they made their way down the sidewalk away from the museum and she kept shooting him considering looks, he got the sinking feeling that he might have brought the rain clouds anyway, if unintentionally. "I know I'm handsome, dweeb, but staring is rude."

Gwen didn't rise to the bait like she had in the museum, instead she was keeping her analytical gaze trained firmly on him as she cradled the book to her chest, fingers poking out from her gloves and tapping it in agitation. Or anger. Probably anger. "What were you doing back there, doofus?"

Yup, definitely anger. She wasn't even trying to hide the steel in her voice. He tried his most charming grin, widening his eyes in a way he knew his Gwen had found endearing- well, sorta, anyway. It had made her scoff and roll her eyes which was decidedly better than punching him. "I'm sure I have no idea what you mean, dear cousin. What ever do you mean?"

No dice. Her gaze narrowed before her eyes rolled away. "Well let's see, first you keep looking around the room for all the exits and camera's, then after almost half an hour of almost no interest in the exhibits you take a shine to the one magic related thing they got, and then you start grilling our tour guide about the museum's security measures." She listed off, dryly, but the steel tone did not falter. "And people use longer sentences when they lie, like you're doing now."

Ben blanched, a sweat trailing down the side of his face. Crap. This Gwen was clumsier than the one he was used to, and was still the 'baby' of the group (her words, not his) but she was still Gwen. Gwen 'I will pick aliens and monsters apart with my brain and bare hands' Tennyson. He would do well to remember that, even with his foresight and experience, he really couldn't afford to underestimate her.

"Err, see, thing is-"

"Because when I think about it," Gwen mused, putting a finger to her chin in mock thought, "it sounds like you were using our museum visit to figure out how to steal the magic book." Her gaze turned back to him. "And if what I think is happening is happening," her eyes narrowed into a glare fierce enough that he almost ducked for cover, "it better not be."

"It's not like that!" He defended before he had to stop to cough up steam, nearly doubling over. He winced, gritting his teeth, stopping in his tracks to shake it off. If the whole clusterduck with Zombozo had been good for anything, it was that it had drained him properly for a few days. But he could feel the heat rising again. The sweltering, late afternoon sun beating down on him didn't do him any favors either. Tonight was going to suck.

He felt fingers brush his elbow and he glanced at Gwen's face, which was torn between righteous anger at his intentions of theft and concern for his wellbeing.

He sighed. "It's not entirely like that." He corrected himself, straightening and facing her fully. He sucked in a deep breath, meeting her steely, but curious gaze, head on. "In two days time," he gestured at the distant museum, "a wizard, guy named Hex, real creeper, is going to steal that book and try to destroy the city with the spells in it. I figured that if we steal it first, we can keep it out of his hands."

When her hard stare didn't abate, he deflated. "And I was hoping the book could help me get a handle on my magic. This," he puffed out some steam, "stopped being funny a while ago."

Gwen considered that for a moment before she deflated as well. "Of course. Couldn't just have a nice visit to a museum, there had to be hero work involved. No, of course there's some magical ass that needs taking care of. Again." She grumbled.

Ben grinned sheepishly, wincing sympathetically. "Sorry, dweeb." And he really was. In a way, Ben took after grandpa Max. He hated his family being in danger, hated all the threats to his home, his planet, or really any random passerby. But he loved saving them. He loved the thrill of the fight. For all it's obvious hang-ups, Ben delighted in being a hero.

Gwen tolerated it. He didn't know why she was so averse to it, as far as he was concerned it was way preferable to just being ignored and useless all the time, but Gwen had always been different from him.

Maybe he'd ask her 'why', one day. And maybe, after this, they could go for a bit more quiet. With Vilgax gone and Kevin taken care of, their summer was bound to be a little quieter. For now, though…

"Will you help me? Please?" Because there was really no point in mincing words. She'd already seen right through him.

Gwen was silent for a moment, looking pensive and glancing around. "...do I have to? I don't want to be a criminal..."

"Neither do I, dweeb." He agreed. "But it's stealing the book or risking a city." He spread his arms to indicate all that that meant.

The girl bit her lip and he could see the ethical side of her trying to fight it out with the pragmatist. "Didn't you stop this guy last time without stealing the book? Can't we just repeat the steps and be done with it?"

"We could." He conceded. "But that was, like every time, a close call. It's a pretty big risk to take, considering what's at stake. And-" he shrugged, giving her a crooked smile. "I do really kind of want it, too. And not just for me!" He hastened to defend as her glare hardened. "If we leave the book, it's just kicking the can down the road. I think it's better if we keep an eye on it. Grandpa already agreed, if you're worried."

He recalled Gwen saying that the book had only worked as well as it did with the Charms of Bezel. Even if they managed to stop Hex, and even if they destroyed the charms again, there was still the Keystone out there. Which could rebuild them. And on the off chance that Hex got to that one before they did for whatever reason-

Well. They'd be rushing back to New Orleans just to steal the book then. Same result really. And after how things had almost gone way worse with Zombozo than he thought they would...

The universe was clearly out to mess with him. He was not going to give it a chance.

Gwen grit her teeth before, just when he thought she was going to scream in frustration, she stilled, exhaling a tired breath. "Fine!" She snapped.

He grinned. "Thanks Gwen-"

"I'll do it but I don't have to like it!" She snapped before storming off down the sidewalk, leaving Ben to wince and catch up, wondering why she was this snappy about it. He wrestled down his own temper in response.

This summer was really turning into a game of anger management. Well, okay, it was more than that and he was having way more fun than last time around even without the Omnitrix and with the heat problem- okay so it totally didn't add up. Whatever. Figure of speech.

Falling back into step beside her, a stole a glance at her face, flushed, slightly angry, but there was a pretty clear undertone of sadness that had no business being there. He bit his lip before, taking a chance, he bumped her shoulder with his. "Penny for your thoughts, dweeb?"

Gwen tensed, and for a second he thought she was going to just tell him off, or maintain that she was 'just angry' but… her small shoulders sagged. "It's silly..." she trailed off, reddening a little again. Ben wasn't going to point that out. Instead he bumped their arms together again, but this time he lingered there, walking beside her with their arms brushing in and out of contact.

A few weeks ago, she'd have sent him flying. Now, she elbowed him back. "I… I thought we were just having a nice afternoon out." She admitted. "I didn't think you'd be working instead."

That didn't sound right. "I wasn't working instead." He pointed out. "I was working while-" Working while she thought they were just hanging out, and then he broke that to her in the same breath that he asked her to do something wildly against her beliefs. He facepalmed with a frustrated groan, drawing a startled look from her.

Smooth, Tennyson. Way to make the girl feel special.

He grit his teeth. He owed her an apology for that one, even if he really was apologizing way too much these days but- an image of Gwen crying her eyes out as she apologized over and over for the whole thing with Kevin- ...but maybe screwing up was just part of the process. "Kinda realizing that that was kind of a bad move that friends probably shouldn't make." He groused. "Sorry."

"...it's fine, I guess." She answered quietly and that felt like a punch to the gut. Because it wasn't fine, he should've told her beforehand what he was doing, he should've not been working at all because he was trying to get her to like him darn it, he shouldn't be wasting their time spent together-

...the day was far from over.

"You know," he started, gaze dead ahead, even as he could immediately feel the burn of her gaze on him. "I think that means I owe you an evening out."

He heard her suck in a breath, a few long seconds of silence following. When she did speak up, he didn't need to see her face to know she was smiling, he could hear it in her voice. "Well, there is a street festival this evening… I saw it in a brochure; it's with costumes and all."

Ben turned to grin at her, meeting her bashful expression with his mischievous one. "Well, then we better do it properly, right?" His grin widened. "And I know just the costume for you."


Gwen put the black and purple cat mask on, looking into the stall mirror. Her eyes seemed greener with the dark mask around them, her hair seemed redder, too. She already had the unitard with her, and she'd put it on when they'd swung by grandpa before moving on (for some reason she'd managed to remember to pack that one, and the corresponding shoes, but somehow forgot nearly all her ohter spare clothing).

"Guess your big brain isn't always smart, dweeb."

"At least it's smart some of the time, doofus."

Ben had mentioned that she'd gotten gloves with it in the other timeline, but she was loath to give up the fingerless ones he'd picked out for her in New York. Even if they didn't quite match up with the rest of the look- but then, neither did the Omnitrix. But despite all that...

I look badass. She grinned to herself, putting her hands on her hips, cocking them. She saw Ben sneak up in the mirror, quite sure that he knew she could see him, but he still jumped next to her with a chicken mask, clucking loudly next to her ear.

She elbowed him, smirking. "Good mask choice. It suits you completely and matches with Vilgax."

If Ben had torn of the bird mask any faster, she was sure he'd have broken the sound barrier. She laughed as he grimaced, hanging the mask back on its hook between pinched fingers, not wanting to touch it anymore than he had to. "No thanks! The bird was giving us enough smug looks when we picked up your clothes. If I show up with anything birdlike, he'll never shut up about it."

She hadn't noticed that, being more preoccupied with weaseling some cash out of their grandfather, who'd never dropped his knowing smile. Well, at least they had more than enough for food and for a costume for Ben. Speaking of which...

"So, what are you gonna wear?" She inquired, quirking a brow at him. She realized belatedly that he couldn't see it, but in classic new-Ben fashion, he didn't seem to need to. Gwen had never considered herself to be very expressive, but it seemed that to Ben, just about everything she said or did told him something.

Part of her wanted to know how Ben knew her so well, as he had insisted that his Gwen and him had never quite gotten along for as long as he'd been in his timeline. Part of her was afraid to ask.

The boy, oblivious to her thoughts, grinned manically and pulled out a grim reaper costume his size, a matching skull mask coming with the, surprisingly okay, pitch black robes. He held it out for her inspection, and she pinched the sleeve. Yup, good stuff. At her bemused look, he explained. "Figured I should stay in theme and get used to robes." He quickly slipped them on and put on the mask.

Gwen could understand his logic, and the robes were awesome, but… "Ditch the mask." She told him, grimacing. He did as she asked and took off only the mask, but the face it revealed was pouting at her with big, sad green eyes. She was unmoved, even if she noted with a small amount of dread that her ability to ignore Ben being sad or cute was lessening by the day.

At this rate she was going to be sitting right beside him at rock bottom within a week- which meant she had to make the most use of her superior cuteness power while it lasted. For now, the battle was very one-sided. She gave him her biggest, sweetest smile, paired with the grateful eyes she always used on her dad when she wanted something out of him. Or on her mom when she wanted to look as innocent as possible.

By all accounts, it shouldn't work on Ben. It never had in the past, before he 'came back', the sole exception of all the people she knew. But she was gratified to find that her winning streak still held strong. The boy spluttered at her. "Oh that is just not fair! The mask makes your eyes even bigger!"

"All's fair in love and war." She countered, winking at him. Rather than grouse or tease back, Ben cocked his head, a small, amused smile stealing over his features.

He sighed, shaking his head in a helpless fashion, a small chuckle escaping him. "I'm not even gonna ask which one this is." He muttered, before gesturing to the stall with racks of clothes and masks. "Alright dweeb, if you think you can top this mask, pick one." He challenged, not giving her a chance to ask what he meant.

Or to linger on it, because she'd already seen her choice of mask eight minutes ago right by where he'd pulled her own mask of the rack and was eager to show it off. She raced to the back of the shop and tore it from its hook, quickly moving back to Ben and handing it to him. He took it with a knowing look and she poked out her tongue at him.

He turned the mask over, inspecting it. "What even is this…?"

"It's a demon, doofus. Can't see the horns?" The mask was similar in style to Gwen's, even if the 'horns' were more elongated than her 'ears' were, and the patterns on it were green. He put it on with a shrug, grimacing when he realized he couldn't put the hood of his robes up properly with the horns there. Aside from that, he seemed mostly satisfied with what he saw in the mirror.

"It's pretty cool!" He admitted, winking at her. "Why this one, though?"

"So we'll be a matching set, duh." She blurted before the bottom dropped out from her stomach and she slapped a hand over her mouth. "I-I mean, skull masks are so generic and I have to salvage your sense of fashion and and what if I have to find you in a crowd and the horns really help make you tall enough to spot..." She trailed off, feeling heat rush over her face. She would've liked to think that the mask at least hid her face better, but a brief glance at her reflection over Ben's shoulder revealed that the contrast between her skin and the dark mask only made her blush stand out more.

Ben gave her a huge, teasing grin. "Aw, that's so sappy, kitten." He said. She groaned.

"And another one for the list." She sighed and Ben actually giggled, the absolute doofus.

Ben gave his own mask one final look in the mirror before he nodded to himself. "I'll take it." He said, shooting her a glance in the mirror, his own dark mask making his green eyes stand out even more. "We are a team, after all. Gotta look the part, like the Power Rangers!"

Gwen could've pointed out that Power Rangers usually came with more than two and were the lamest thing on the face of the planet besides, but she had better things to do. Like give Ben a teasing grin of her own, not even bothering to hide her blush this time. "Now who's being sappy?"


The festival was crowded, but not obscenely so. It was essentially one long, wide street with stands flanking it, alternating shopping stands, game stands and food stands and so many other things that neither Ben or Gwen quite knew where to begin.

The sun had very nearly set, the sky already dark overhead with the faintest remnant of pink on the horizon, but below the street was lit with Christmas lights strung through the stands and the trees above.

It was pretty ethereal to walk down that street with Ben like that. Almost romantic.

"Clumsy nag!"

"Control freak!"

"Know-it-all!"

"Philistine!"

"Hey!" Ben protested, looking up from his burger, glaring at her through the eye holes of his mask. "You can't just make up words! That's cheating!"

Gwen sniffed, giving the boy a look askance as they navigated the crowd. "A philistine is a person who disregards cultural or intellectual pursuits. Incidentally, the name of an ancient people. And if you weren't a philistine, you'd know both those things."

"Well- you- you're a dweeb!"

"Too late; I do believe that's my round." She threw him a triumphant smirk.

Ben scoffed in irritation. "Ruby speckled onyx humper..." He grumbled, wolfing down the last of his burger. Gwen quirked a brow.

"Now who's making things up?"

"Not making them up. Tetrax taught me. He's like Diamondhead, not sure what his species is called-"

"Petrosapian." Gwen answered with a cheeky smirk. She couldn't see his brows rise but she could feel the astonishment radiate off him regardless, and a part of her did a happy little squeak. Annoying Ben was as fun as it ever was, but nothing could quite match up to his admiration.

Not even a kiss?

Shut up, inner-Vilgax.

"How do you know that?" He asked, sounding genuinely flabbergasted. Gwen downed the last of her food and threw the wrapper in a nearby trashcan putting her hands on her hips.

"Wouldn't you like to know?" She teased. It had precisely zero effect. Ben rolled his eyes, crossing his robed arms over his chest. It made him look like an extremely huggable blob of death.

"Duh, that's why I'm asking, brainiac."

Gwen poked her tongue out at him, considering leaving him in the dark but… "I used Grey Matter's brain to think about the aliens in the watch. Told me a lot about what's in there." She stated, matter of factly. Ben didn't need to know that that had actually been an effort that had taken her a bunch of runs at it with the alien, usually done after morning exercise when Ben was still sound asleep like the lazy bum he was. It sounded way cooler if she just did it in one go, right?

"I never even thought of that." He mused, hand on his chin as he tossed his own wrapper in a bin. Gwen tried to ignore the way her heart fluttered at the undisguised wonder in his voice. Take it easy girl.

"You, not thinking of something? Imagine my shock." She teased. "I was also thinking, you know how the watch transforms my clothing along with me? I'm pretty sure I can make something that'll have me pop this," she gestured to her Lucky Girl outfit. She was gonna have to ask why Ben had called it that at a later time. "out at the press of a button. Just so I don't risk my identity every time the watch times out. Think I should?"

"Only if you do it for me too." Ben shot back. "That way I can help more often!"

She snorted. "Help how? By blowing steam and being cryptic?"

"And providing witty commentary while looking cool." He added with another wink and that was so corny that it couldn't possibly make anyone's stomach do a somersault, much less entice anyone to agree with him.

"No way. I'm the only one who's allowed to be cool like that." If Ben got any cooler she'd be in serious trouble, after all.

"Aw c'mon, you already got the watch and the brain! You gotta leave something for me!" Ben whined and crap that mask really did make his eyes look huge and he wasn't even trying. Then his lips curled in mischief and Gwen had to take a solid second out to wonder when that expression had stopped making her apprehensive and started making her exited.

It would help her pinpoint the exact moment she'd started going crazy.

"How about this: I beat you at the games, you make something like that for me too. Deal?"

As if she wouldn't have made it just to score some brownie points- err, just to be nice to her friend. Still. A challenge had been leveled. She nodded slowly, crossing her arms and quirking an invisible brow. "Alright, what'd you have in mind?"

He pointed to the side, a few stands down. She followed his finger.

"...that sounds dangerous."

"But funny."

"And painful."

"Even funnier."

"...I am so beating you, lame brain."


Gwen looked anxiously at the spoonful of red liquid in her hand, trailing her gaze from it to the single glass of milk on the table in front of her, to eventually settle on the boy across from her, who had a similar set-up going.

Even if he was eyeing his spoon with barely contained glee. "If this is too much for you," he started, voice dripping with smugness, "there's no shame in calling it quits."

Gwen inhaled a deep breath, the faint scent of the hot sauce on their spoons filling her nose, already making her eyes water. She grit her teeth. "Yes, there is."

Two spoons. Two glasses of milk. Whomever reached for the milk first lost. The rules were simple and the game master had waived their fee on account of their age and 'how cute they looked together'. Gwen had flushed. Ben hadn't been paying attention. Maybe there was something to be said for being scatterbrained after all.

As their referee counted down, Gwen braced herself. Ben did the same. At one, that simultaneously stuck their respective spoon in their mouth, rolled the sauce around in it for two seconds, as per the rules of the challenge, and swallowed.

Almost immediately the heat spread through her, parching her throat, her mouth, her lips, all the way down to her stomach. She tried to shrug it off. It wasn't easy. "N-Not so bad." She remarked, tensely.

Ben just sat smiling serenely, even if she could slowly see the flush creep up his face, masked as it still was. "You're looking a little flushed, Gwen. Maybe the kitten needs her milk?" He teased, pointedly looking at the untouched glass in front of her.

Her neck started to tense and she shifted with discomfort. "Same to you, doofus. I think the baby needs his milk."

"We talked about this: mentally older." He returned, starting to shift a little himself. She could hear his foot tap in agitation.

Gwen snorted, clutching at the edges of her stool just to have someplace to release the tension. His voice was getting scratchy, even if he wasn't fidgeting as much as her. Maybe she could win this. "Please- even with three months added to it, you were three years behind me from the get-go."

She grit her teeth and curled around the table, laying her head on it and she desperately wanted to reach for the glass but no way was she giving that smug, little, cute- not cute!- little, did she mention little?

She reared of the table, wiggling in her seat again, turning her glare onto the doofus-

She snapped and gulped down the glass of milk in under a second, instant relief flooding her senses. Not a second after she did, Ben snapped and swept up his own drink, downing it just as fast.

They sighed in relief, Gwen's expression quickly turning sour when she realized she'd lost while Ben's turned into a coy, satisfied smile.

"All those years of eating chili fries finally paid off."

"That has got to be cheating. Somehow."

For all that Ben called her 'kitten', he looked far more like a satisfied cat than she ever could. Heck, she could almost hear him purr. "No, it's called 'being prepared.' I finally took your words to heart."

Gwen rolled her eyes, rising from her seat and ignoring the applause of the onlookers (according to the proprietor, both of them had beaten the night's high score so far). Instead she walked away, not briskly, but quite ready to move on. Perhaps it was rude, but that didn't matter to her right now.

Ben took a moment to bow graciously to the crowd ("Thank you, thank, you are too kind but keep clapping anyway") before she heard him catch up to her, radiating satisfaction. "So what's next?"

Gwen didn't answer immediately, trailing her eyes over the many, many other game stands lining the street, a smile slowly starting to form on her face. "The next game, I suppose."

She could see Ben's lips curl into a smirk from the corner of her eye. "Haven't had enough, dweeb? Fine by me. Which one do we do next?"

"...all of them." She decided, turning her grin to him, challenging him to chicken out.

She should have known better. The boy just grabbed her hand and all but dragged her to the next stand.


"Aw man, my robes are all sticky!" Ben righteously complained (not whined!), squirming around as the cotton candy kept sticking his sleeves to his body with an obscene sound. Beside him on the picnic table, Gwen sat cross legged, pulling a candy cane out of her hair.

"Why do they even have these things in summer... So I won the chicken catapult challenge..." She mused.

"I still can't believe they would do that do a live chicken. That was awesome."

"The targets were some of the softest pillows I've ever seen- I don't think the chickens were hurt. Let's see… you won the tomato challenge..."

"And the food fight! That totally counts as two!"

"That wasn't even part of the games!"

"You made it part of them when you whacked me over the head with cotton candy!"

"Well you escalated it when you threw that taco! You hit me with three hot-dogs by the end!"

"And that's why I won it, duh! Do you have any idea how hard it is to coordinate a triple hot-dog strike from three different angles to hit at the same time? That, dweeb, is talent."

"Yes, your gift for useless and weirdly specific skills is unrivaled."

"Thank you."

"The food fight still doesn't count for two."

He glared up from where he lay, but Gwen glared right back, her face daring him to make something of it. "...it still counts as one." He grumbled finally.

She sighed. "Fine. It does still count as one." The redhead conceded, proceeding to mutter as she tried to count out the rest of score. Ben honestly hadn't kept track, far too preoccupied with all the silly things they had gotten up to- a food fight that spanned half the festival notwithstanding. Sometimes, throwing two crazy ten-year-olds and a bunch of alcoholics in the same space had spectacular results.

The reason that they were seated on top of the picnic table instead of on any benches was because those had likely been used as stretchers at some point and were missing.

Ben snickered at the many costumed pedestrians passing by that had bits of food here and there. If there was one thing he'd learned about spending so much time with Gwen over the last few months, either one of them, it was that under the utter dweebiness there was a girl that could cut loose brilliantly.

The fact that she'd weaponized the aforementioned chicken catapult to fire water melons was just one classic example. Honestly, the only reason he'd won the fight despite that was because none of them had hit him.

"We're tied at nine wins each." Gwen concluded, flopping back on the table with a sigh and a disgruntled look. "We need a tie-breaker." She mused. He couldn't find it in himself to be as huried about that as she was, instead grinning up at the canopy above them. It reminded him of how they'd lain under another tree a few days ago, shooting ridiculous questions at each other.

This canopy had Christmas lights and lacked a demonic bird, but the point still stood. He turned his head to find that Gwen's expression had melted into a content smile as well, relaxed in a way he so rarely saw in the past, and he made a point of bringing it out in her as often as he could. He bumped her with his elbow, getting an immediate kick to the shin for it; more a reflex than anything. His lips twitched. "Satisfied with your evening, princess dweeb?"

Gwen glanced at him before turning her gaze upward again. She bit her lip, unable to hide her smile. Slowly, she nodded, seeming more than a little giddy. "Satisfied with my whole day. This was great. Thanks for taking me here, Ben."

Ben grinned cheekily. "Go figure: you spent all day with me and you actually liked it. You're reaching my level of crazy, dweeb."

Part of him expected her to be horrified, fake or not, or perhaps some sass. 'More like sink to it!' Instead, she rolled onto her side, worrying her lip in thought. He could see the question burning in her eyes, but everything screamed hesitation. He kept his own face and body language as open and relaxed as he could, waiting. He did not have to wait long. "Is this how you and… other me, became friends? Just hung out like this? When did you start doing it?" She asked, earnestly, but cautiously.

He appreciated that she knew his Gwen was a touchy subject, and he knew that she wouldn't pry if he didn't feel like talking about it. That, in and of itself, made him want to tell her, and fortunately, this subject wasn't all that hurtful.

It stung when he missed Gwen, but he couldn't miss something they never had, after all. "We didn't." He remarked, simply. "We went out, sure, but that was when grandpa kicked us out or we just had nothing better to do." And they'd had plenty of fun with that in the last few weeks, to be sure. But even as they seemed to gravitate towards each other naturally by the end, they'd never gone out of their way to really hang out like he had done on a few occasions with this Gwen.

It was one more thing, Ben realized, that was unique to this Gwen… and that list seemed to be getting longer by the day. It was a pretty visceral reminder that this Gwen was not just a carbon copy of his Gwen, but her own person.

The thought both elated and saddened him.

"...so, you only ever did something like this… with me?" She asked slowly, face reddening. Ben gave her a look, unsure of what to make of her demeanor but…

"Yup." He answered, "Only you." Which was weird to say because technically they were both Gwen, so in a way he had done this with her too but also not.

Gwen was silent for a long second before a grin started to split her face and she quickly rolled onto her other side, away from him, to stop him from seeing it.

As if he'd pass up a golden opportunity to tease. "I saw that, dweeb." He sang, elbowing her back. She spun right back around with a fierce glare.

Well, it would have been fierce if she wasn't beet red and obviously fighting down a smile- failing at that. "You saw nothing!"

Ben snickered, but let her off the hook. He wasn't one to talk about being happy that someone awesome was willing to put up with them. He felt that whenever Gwen sought him out for anything.

Though this Gwen was definitely spoiling him. Whereas his Gwen had always just hitched on to whatever he was doing or dragged him off to whatever she needed him for, this Gwen sought him out just for company, and wasn't afraid to be obvious.

He'd pointed that out a few days ago. She'd seemed uncertain for half a second before she shrugged. "It's what friends do, right?"

He snickered in her face, rolling onto his side too. "Sure, I didn't see anything." And he certainly didn't see her be all cute, trying to hide her giddiness-

Stop thinking Gwen is cute, Tennyson. The bird is getting to you.

Gwen blew out a breath, and he staunchly ignored the way the sensation on his face made him shiver. "Y-You're insufferable." She muttered, still embarrassed, before she got up and hopped off the table, moving toward the festival again.

Ben sat up himseld, quirking a brow behind his mask. "Where are you going? Gonna look for that tie-breaker?"

Gwen turned back around and moved to stand in front of him, placing one hand on her hip with a sassy smirk and with the lights above them reflected in her green eyes and-

Okay, so she was cute. Sometimes. In moments like this. Just another one for the list of stray thoughts and observations he would never tell her about.

It was kinda worrying, how long that list was getting. It was even more worrying to realize that the things on it almost had a theme.

He was torn from his musings by the redhead. "I was thinking that we should go get you your book." She told him, longsufferingly, even as she smiled. "Besides, I don't need a tie-breaker; I already won, bunny." She teased, tapping his mask. His brow furrowed in confusion before he scoffed.

"It's a demon, Gwen, not… a… bunny..." His blood ran cold before he tore of the mask and really looked at it- "Oh for f- Gweeeeeeen!"

The girl just laughed at him, raising her hand to tap the tip of his nose, eyes twinkling with amusement in that (not cute!) way, lip curling into a satisfied smirk. "And that," she purred, leaning in close, something that made him gulp, "is ten wins for me."

She spun on her heel to walk back to the crowd, and he watched her go, everything about her so… Gwen, that for a moment, he genuinely did not know where he was, when he was, and with which Gwen he was, and for the first time since he came back, could not care less about that.

"You love all versions of me, doofus. Just accept it."

Ben tugged his mask back on and caught up with his Gwen as quickly as he could.


A/N: Hope you enjoyed it. I'd say 'don't get used to this length' or something like that, but at this point we all know I'm a filthy liar. Sorry for any mistakes.

To 'Anonymoose ': First of all, thanks for the love on my stories. Appreciate it a lot. Second, Charmcaster will turn up of course, I don't really plan to have her flirt with Ben (sixteen year olds just straight up don't do that with ten year olds), but I'm gonna have some fun with her, no doubt. Now if you want jealousy, wait until Kai shows up. As to Ben acting older than he is: I agree, he does. I'm still working on how to balance that; his time-traveler competence vs him being a kid and Ben.

To guest: no worries, Ben will become more useful soon. Ben and Gwen always have this 'different but equal' dynamic going on, and I fully intend to have Ben catch up.