A/N: Big shout out to everyone who faved, followed, and reviewed with so many encouraging words despite the fact that it took obscenely long to wrestle this chapter under control. You are all the number one reason why I keep at it. Apologies for any mistakes my non-native speaker dyslectic ass missed.

Disclaimer: I do not own Ben 10. I do own Vilgax the bird.


The plan was not working.

Granted, when Gwen had started reading the spell book with Ben three days ago, the 'plan' had been something along the lines of 'I get to spend more time with Ben!' followed by various embarrassingly happy noises that she absolutely never made.

She'd needed a solid night of lying awake staring up at the top bunk to come to terms with the fact that this was her life now. Her past self would've strangled her for the betrayal, and Gwen would have let her.

The next day, her plan had taken a more concrete shape. Step one: read the book with Ben. Step two: use the book to distract herself from Ben being sweet, cool, passably handsome in a strictly platonic way, all that. Step three: successfully interact with Ben without being a dweeb. Step four: profit.

The math had seemed solid, but several days in she was still stumped by step two. No amount of magic could completely distract her from, well, him. And that was when she was the one reading! When he was reading, she had nothing to stop herself from staring.

Which she only did because he was just so… different. A part of her knew, knew, that he'd always had that cute ruffian look and those gorgeous eyes, but they had never radiated such warmth, didn't sparkle with a friendly mischief that made her want to grin. At least, he'd never turned that warmth her way before.

But now he was. He so, so was. He narrated the stories with enthusiasm, gesticulating wildly, voice rising and falling to shift between characters, and every few paragraphs he'd look up and meet her eyes and she'd be completely overwhelmed by the blatant affection in them.

Sometimes he flushed, embarrassed at being caught enjoying this so much, offering her a crooked grin. She'd give him a grin back, flushing slightly herself. He probably wrote it off as mutual mortification. She let him. Other times, he caught her staring and winked. Gwen had needed to bite back more than one squeal because of that.

So, not a lot of headway on being normal around Ben. Or on Ben's magic, for that matter. She wasn't sure if their reading was actually doing anything for his haywire mana, but she liked to think that his calm, peaceful expression whenever she read to him had to mean something.

And if a tiny part of her was hoping that maybe that 'something' was just her, she squashed it and buried it under several metric tons of 'friendship well done' bricks and called it a day. After setting the pile of bricks on fire.

Even if she knew it wasn't helping. Even if she knew it was getting worse.

So, the plan wasn't working, but it wasn't entirely failing either. Theoretically, if she kept cracking at step two for long enough, she'd learn how to not spass out at some point.

She was just… doing the plan the long way around.

That excuse held until midway through the third day, when she realized that Ben was never going to let it be that simple. She'd just finished reading a story, forgoing to add a car chase like Ben asked, and shook off the lingering dizziness the translation spell left her with. It got easier, but not that much.

Glancing up, she found that dreamy expression on Ben's face that she'd been thinking of, staring as much at her as he seemed to be staring through her. Then he snapped out of it as he normally did, but instead of smiling sheepishly and asking if it was his turn, he cocked his head slightly, raised his hand and-

-lit a flame in his palm.

It dissipated a moment later but both of them gaped regardless, slowly turning from his palm to look at each other. "You did it." She breathed, making no effort to hide her astonishment.

This seemed to make it real to Ben, too. Shaking with excitement, an enormous grin on his face, Ben jumped up from the bunk they'd been sharing to dance around the backroom. "I did it!" He exclaimed, fist pumping the air in that completely over the top way of his. "Watch out world, Ben Tennyson is officially a flaming wizard!"

She shut the spell book with a satisfied hum. "Well in that case, I'm just going to kick back and let you take care of the weirdos from now on." She teased, stretching to emphasize her point. Ben whirled around and anything else she might have said died on her tongue.

Because, the thing was, Ben had just preformed magic. Without relying on his past knowledge, genuinely his own skill, and instead of being cocky, bragging, or even haughty he was instead happy and bright, but that wasn't what stopped her in her tracks. No, it was the way he was looking at her. Looking at her like she'd done something amazing.

Ben shook with excitement again and that was her only warning before he launched forward and plucked her off of the bottom bunk and spun her around the backroom. It was then that Gwen realized that she was never going to be capable of keeping it cool around the doofus. He would never let her.

And when he put her back down on that same bunk, she only had a single second to get her bearings before her brain was scrambled entirely by the brush of soft lips on her forehead.

Ben raced off to the front of the RV, shouting for grandpa, wanting to share his accomplishment, leaving Gwen alone, gaping, holding a hand to her forehead with the mother of all flushes creeping up her neck.

The solitude was just as well. She needed a moment to find her wits anyway. Her brain was being difficult.

"Hub- err..." Very difficult. "That's- that's just not fair."

Vilgax, who had been peacefully napping beside themuntil Ben had jumped up, gave her a look that could only be described as indulgent. Gwen groaned, burying her face in her hands. "Shut. Up." She grit out, only lowering her hands when she heard Ben return.

The boy had a hand on his chin, looking thoughtful. Gwen tried not to get too distracted by the way he was worrying his bottom lip. She refused to analyze that thought on principle. She took a steadying breath. Just the doofus, don't be weird. "You're gonna overwork your pea brain into exploding. What's up?"

"At least we'll be a matching set then." Ben shot back, absently. The should not have sounded remotely appealing to her. "Gramps said we gotta get our swimwear, because 'the water park is coming up'." He mused, muttering to himself for a moment longer before looking up at her, huge green eyes the picture of endearing confusion. "I don't remember any water park." He confessed, with a pout.

Gwen inhaled a deep breath. He was being dumb, forgetting his own life. He was not being adorable. He. Was. Not. Pout and big eyes or not.

"How can you not know that? Seems like it would stand out."

Ben raised his hand in a so-so gesture. "Eh, usually things get clearer the closer I get to them in this timeline, you know? But today is a total blur." He groaned. "It's like an itch I can't scratch. It's driving me crazy!"

Gwen hummed, doing her utmost not to make a remark on his craziness. That would be too easy. "Well, just think harder." She told him, clapping her hands. "Chop chop, freakazoid."

Ben gave her a sour look. "It doesn't work on command, cootie queen."

She rolled her eyes. "Then what does it work on?"

"I don't know! I always had you for the braining! I was the brawn!"

"Well, now I'm the brawn, so get your brain game on!" She thought for a moment before snapping her fingers. "I'll do the next story if you do."

Ben grumbled, but closed his eyes in concentration, long moments passing by. "Water park… water park… Water park! Riptide rapid zone!" Ben's eyes snapped open. "I remember!"

The what in the what now? Gwen stared as Ben all but disappeared into the closet and started rummaging. Was she supposed to know what he was on about? Ben was a little easier to read these days, but she wasn't psychic. "Doofus?" She called out.

"Yeah?" Came the muffled reply.

"What's a 'Riptide rapid zone'?"

Ben startled, banging his thick skull on something- which made Gwen snort, because Ben being a doofus would never not be funny- before he pulled himself out of the closet with a flabbergasted look her way.

She raised her eyebrow at him in challenge and staunchly ignored that her complexion was likely the same shade as her hair. "What?"

He just blinked at her before he exploded. "How can you not know?!" He squawked. "We obsessed about that thing for like, a week before we got there last time around! It's six stories tall! A two hundred foot plunge at twenty-five miles per hour! And then you get dunked in a three hundred gallon wave pool! How can you not know about it? You don't even have the time travel excuse!" He asked, incredulous.

Gwen puffed out her cheeks. "Well, excuse me! I had other things to worry about! Like making sure your dumb butt learns magic so you're not a sitting duck the next time a clown tries to eat you!"

"I'll have you to save me!" Ben shot back, poking his tongue at her, incredulity flowing smoothly into teasing. He clapped his hands. "Now, chop chop, fair maiden! Gotta get ready for the water park!"

Gwen rolled her eyes. Sure, saddle me with more pressure, why don't you- hold up. "Fair maiden?"

"Yeah!" Ben exclaimed, once again burrowed into the depths of the closet. "It kept popping up in the last story, remember? Fair maiden this, fair maiden that. It was everywhere." Gwen had literally not remembered a single word of that story. She might have been a little distracted. She felt the bird rustle his feathers and she gave him a sidelong look, mulling over what Ben had told her.

Gwen almost felt flattered. She wanted to feel flattered. Only… "Hey, lame brain," She started, "do you know what that phrase means?"

Ben popped his head out of the closet, giving her an odd look. "Uhm, like, a girl that's fair? Honest?"

Gwen sighed. With Ben being smart and competent half the time, it was easy to forget that on any subject that wasn't time travel or fighting, Ben was, well… "Sometimes I forget that you're really dumb as a brick."

"Hey!"

"'Fair maiden' means 'pretty girl', doofus. Not honest girl." She informed him tersely, feeling inordinately put out for having to make the correction. A part of her wouldn't have minded letting him go on calling her that, but grandpa was still giving them looks for the wrestling incident, and him saying it while he didn't mean it was worse than him not saying it at all.

Even if another part of her, a sizable one at that, wanted to be pretty in his eyes.

She buried that desire deep- only for Ben to take the shovel from her and dig it back up.

Something must've shown on her face, because Ben's expression became resolute, of all things. He steadied his shoulders and smirked, deliberately clapping his hands again and looking her in the eye with clear challenge. "Chop chop, fair maiden. We gotta get ready for the water park."

...see, Gwen, this is why people say 'be careful what you wish for.'

Gwen could only gape, fairly certain that the heat crawling up her neck and face was because of mortification and nothing else this time around.

For his part, Ben flushed faintly pink too, but he didn't back down from his words, instead diving back into the closet, emerging with a familiar swimsuit.

"T-This one is yours, right?"

Gwen tried very hard to form words around her heart beating in her throat, and succeeded on the third attempt.

"W-Well, it's probably not grandpa's."

That had sounded sassy in her head. It came out a tad more timid.

"Great!" Ben mimicked her nerves, at least, yelping his response. "Here you go!" He held it out to her.

Gwen took a fortifying breath- she didn't know what for. She'd charged into plenty of hazardous situations at this point, and she'd taken things from Ben plenty of times so there was no reason for her heart to be going a mile a minute or for her nerves to be through the roof-

"If you want the other one, you're getting it yourself, cuz it's under your underwear and no way am I touching those-"

Gwen shot up from the bunk and snatched the swimsuit from his hand, ignoring the way the brief touch of their hands shot up her arm, into her brain before going straight down her spine as a tingling shiver.

"Fine, I'll go put it on!" She yelled, storming passed him and staunchly ignoring his snickering.

Future random wisdom and surprising kindness or not, sometimes Ben was just such a boy.

"Chop chop, fair maiden."

She smiled to herself. She guessed that was alright, once in a while.


Ben hadn't known the word 'conundrum' until he'd come across it in a story yesterday. It was a completely ridiculous word, making no sense to him. Of course, Gwen had known the meaning, and rather than lording it over him- which a part of him still expected her to do even if he really should know better by now- she'd explained it with, astonishingly, no condesension.

'A difficult problem.' Gwen had called it. 'A challenging question.' Both definitions seemed accurate to Ben's situation- he'd run afoul of several.

The first problem was his memory being weirder than the norm. Ben had gotten used to have a sort of 'double memory' over the last few weeks. He recalled the general highlights of his previous timeline, and the closer he got to specific events in his current timeline, he'd remember them more clearly in this one.

It had been pretty handy so far, even if it was a bit weird. Sometimes he felt like he had a sort of double vision, where he heard Gwen say something to him only to realize a second before he answered that it was in fact his memory of Gwen talking to him. Honestly, those moments were… hard. And a bit brain breaking.

If anything, he was grateful for the reading sessions with Gwen the last few days. At least it kept him very busy in all the most fun ways, and broke his brain in a way he could at least understand.

But he barely remembered today at all. He had vague flashes of the water park, but for most of his time, he was drawing complete blanks. Not just vague recollections, it felt like every time he tried to remember the rest of the day his head just hurt, which made no sense. And he had no idea how to deal with it.

Part of him wanted to talk it over with Gwen, get the brains of their operation on the mission, but…

Well. That was conundrum number two.

Gwen was being a little weird. To be fair, she always was, she was Gwen. Weirdness came prepackaged with her.

But that weirdness hadn't really ever been like this. His Gwen had always seemed to be nothing short of steadfast confidence and a grace he'd always been jealous of.

This Gwen… was and wasn't like that. There were moments like when they went to the festival in New Orleans, where she was so cheeky and confident that she reminded him of his Gwen so much that it almost hurt.

But then there were times like the last few days where she was so flustered that he almost didn't recognize her at all.

And, perhaps strangest of all, he didn't really mind. Loathe as he was to admit it sometimes, Gwen could be cute on a good day, but that was just her being regular endearing. Flustered and a little clumsy? She was living up to her 'kitten' nickname in this most adorable way.

But the whiplash between 'carbon copy of your sassy Gwen, now bow before your nerd queen you small brained peasant' and 'I might trip over my own feet in a cute way but will still kick your butt as I fall down' was… challenging.

He could think of a few reasons why Gwen was like this, but it all circled back to the feeling that this Gwen still didn't seem to know how to deal with him, shifting back and forth between the Gwen he knew and one that didn't know him at all. Ben had always felt that he hadn't changed that much coming back- how much can a person even change in three months, life changing events or not?- but with the way Gwen seemed to still struggle finding her footing around him, it seemed he might've been mistaken about that.

Wouldn't be the first error of judgment he'd made since coming back. Perhaps he needed to talk it over with grandpa again, but he could also just wait it out. It sucked, but if Gwen needed to find her footing, he wasn't rushing it. He'd learned his lesson about trying to steer her anywhere. She'd kick his butt if he tried it again. He could deal with waiting.

What he could not deal with as well, was his third conundrum.

"I can't believe I forgot the height limit." He grumbled, glaring at the cardboard cut out that was mocking him- again.

'Minimum height' my butt! I know I went down that thing somehow, and I totally lived! Ben didn't recall the specifics of that, though. What he did recall was Gwen teasing him for being short.

"Sorry, I heard the baby banana boats are fun for the smaller set!"

He glanced up, an inordinately large part of him expecting to see that same teasing smirk and jabbing words, but was pleasantly taken aback by the death glare Gwen was sending the attendants back, worrying her lip.

Sometimes it still threw him that Gwen cared enough to get this offended on his behalf. The only time he could remember her doing anything like that in the previous timeline was with Kai. And that had been way later.

When her gaze came his way he tried for a grin. It felt crooked. It blew, but at least the pool down below was cool enough. Even with his improved mana control and Gwen's amazing wristband that suckled off the excess (which unfortunately wasn't waterproof, but still), even then Ben ran hotter than average. He was going to milk the easy jokes out of that till the day he died.

And right now, it meant he was gonna cool down below.

He sighed. No sense in raining on Gwen's parade.

"I guess I'll see you on the ground. I'm expecting a full rundown of how awesome it is." He tried, grinning, swaying on his feet to bump shoulders with her.

Gwen wasn't having it. She swayed with the move, but didn't reply, worrying her lip for a second longer before her gaze hardened in determination.

He knew that look so well that he instinctively braced himself. This was either going to be very good, or very bad.

"Hang back, and follow my lead when I tell you to." She whispered to him, taking her place in the line. Ben quirked a brow, but did just that without question, doing his utmost to present the image of 'fuming child that did not get their way'- which he was. Method acting saving the day.

When it was Gwen's turn, she gave him a meaningful look over her shoulder, beckoning him. When he started to move her way, she gasped, loudly, pointing over the shoulder of the attendant. "What the heck is that thing?!" She exclaimed, several heads turning to follow her finger- including the busybody teen.

Gwen shot forward to grab him by the shoulder and quickly put him down at the start of the slide, just as everyone spun back around.

"Oi! Don't you dare!" Came the attendant's outraged cry.

Ben had nary a second to even process it before Gwen's legs bracketed his own and her warmth was against his back.

"What are you waiting for, lame brain?" She pushed them both forward, into the tube. "Let's go!"

Ben grinned. Sometimes, this Gwen just rocked. "Aye aye, captain geek!"

He let them move and they went racing down the tube at back-breaking speed, every twist, turn and loop tearing twin cries of excitement from them, though Ben was honestly more delighted with her excitement than he was with the ride- and wasn't that a freaking hoot? When they came in the final stretch, they sped up.

"If you crush me, cootie queen, I'm haunting you!" He called into the echoing tube.

"If you get crushed, you earned it!" Gwen replied without missing a beat.

They emerged in half a second of blinding light before they hit the water blow.

As it was, Gwen did not crush him, or even get tangled with him. Instead, they emerged with gasps, catching their breath before turning as one to look up at the huge ride they'd just gone down. Ben's gaze drifted back down, just in time to meet Gwen's where she paddled beside him. He burst out laughing, followed by her own more delicate giggles a second later.

"That- that was so dumb!" Gwen laughed.

"That was awesome!" Ben corrected, snickering, yanking Gwen over for a quick one-armed squeeze as the wave pool carried them away from the slide's exit. She stiffened, but leaned into the contact anyway, so Ben guessed he hadn't messed up her personal space too badly. Pulling back he grinned in her face. She was hiding her own laughter behind her hands, a red face peeking out from between her fingers.

If Ben were being honest with himself, he'd admit to himself that the warmth in his chest had nothing to do with his flaming mana, for a change.

He smiled. "You're the best, kitten."

Gwen flushed a deeper crimson, but the smile that broke over her own face didn't lie, nor did the obviously warm look she sent him. She shifted closer to him for a moment, moving as if to bump heads, before she her eyes widened and she and she startled out of his hold, looking at him like she'd seen a ghost. Before Ben could so much as ask, she frantically started to slap at the Omnitrix.

Ben frowned, concerned, and started to swim back towards her. This only seemed to freak her out more.

"Dweeb?" He asked, glancing around for any sign of trouble. He couldn't spot any. "You okay?"

"Just fine!" Gwen squeaked, voice several octaves higher than usual. "Just turning into Ripjaws and hiding at the bottom of the pool! No biggie!"

Ben's apprehension gave way to bemusement. "Why would you-?"

"Reasons!" She yelped, before a green light overtook her form.

Ben burst out laughing as Grey Matter was carried off to the edge of the wave pool.

"Stop laughing and help me, you dolt!"

"Relax, cuz." Ben snickered, calming down. "Grey Matter's an amphitheater. You'll be fine."

"It's 'amphibian' you illiterate hare!" Grey Matter's squeaky voice nearly sent him laughing again, but instead it brought him clarity. Gwen had a way of doing that.

Of course! "This was the day I got stuck as Grey Matter!" He cheered, slapping the water. "That's why I can't remember most of it." Grey Matter's experiences had always felt strange to recall, even when he'd been actively wielding the Omnitrix and experimenting. The little alien's mind worked on a level that Ben could barely even begin to understand, and any and all memory he made during his stints as Grey Matter tended to be pretty slimmed down compared to the actual experience.

It was just Ben's poor but totally not lame brain trying to make sense of the utter nerdstravaganza that was Grey Matter.

And trying to recall those memories while they were from a different timeline now? No wonder today was giving him headaches. He could only stand to recall the faintest bits, flashes of a castle, of armor, of a man with brown hair and glasses-

...wait, then isn't this also the day that- He spun around to scan the waterline for Gwen, then the shore, but her small form was nowhere to be found. His heart jumped in his chest, blood freezing in his veins-

"Ben!" The small voice found his ears, and his gaze snapped up to see a small gray form being stuffed into a box by a brown haired man before he ran off.

The ice in his blood turned to fire in a second, rushing for the edge of the pool. He wasn't going to catch up to the guy- he was ten, small, and not about to outrun an adult in a crowd. He knew that.

It didn't stop him from trying.

"When I find you," he grit as he attempted the vain pursuit. "I'm roasting you!" He called out, uncaring that he was scaring people by literally breathing sparks.

He still lost the man in the crowd.


Gwen liked Grey Matter. It was probably her favorite alien. Sure, it wasn't flashy, and XLR8 was right up there in convenience, as was Upgrade, but Grey Matter took the cake- even if it's stature left something to be desired.

Gwen was a meticulous person, sometimes to the point of compulsion, and was not ashamed of it. An orderly space and orderly work made for an orderly and effective mind, her mother liked to say, and Gwen lived by it. Her time was scheduled, her tasks were outlined, her spaces were tidy and her approach to anything was slow, methodical and precise. It made her an excellent problem solver.

True, she had been getting a little lax of late when it came to that attitude- something she blamed squarely on a certain cousin who had become very adapt at getting her to be less attentive (or as he called it: 'loosen up for a change, you dork') but she was still doing good work when she could.

Grey Matter took all those things about herself, the few parts that she actually enjoyed and dialed them up to a million- well, technically the increase in general intellect as represented by IQ would be around two hundred points added on top of her own, but even with her human brain she could have whipped up about a dozen reasons why it was a poor measure for intelligence.

The point still stood: Gwen's increased cerebral capacity as Grey Matter was great.

But the size thing really sucked. It made her a little too easy to prey on.

"So, what galaxy are you from?"

Gwen was torn from her musing, and her observance of the man's room, which was filled with a mix curious mix of objects that even she would deem too nerdy on the one hand, and interesting equipment on the other, most notably a moon rock.

Though if this man was as big a space enthusiast as the interior design would suggest, he really should know better than to ask that stupid a question. "This one, obviously. Interstellar travel is challenging enough as it is. Intergalactic travel would hardly be worth the time and resources required."

The man- brown haired, pale and bespectacled, she assumed he was in his thirties- looked taken aback for a second before he smiled. "Intelligent little thing! All the better!"

Gwen snorted. "Not for you, it's not." The man just smiled mysteriously. Staring. It made Gwen distinctly uncomfortable. "You know, I'm not really a fan of older men gawking at me."

He shrugged, pulling out his phone. "Fine, I'll take some pictures and stare at those."

"And you somehow made it even creepier." Gwen grumbled, putting on hand on her hip while lifting the other in a gesture she'd occasionally seen adults use.

She was just glad Grey Matter had enough fingers to make it work.

Gwen got a bark of laughter for her trouble before the man walked deeper into the house, muttering about fame or something. She'd already lost interest. Alone, she sighed and sat down on the floor of her glass prison. Time to put that big brain to work, as Ben would say.

So, kidnapped by a space nut, still in the same town, trapped a glass jar. She wasn't sure whether this had happened to Ben, so she couldn't necessarily count on a rescue operation unless she could procure a phone.

She could break out while her captor was away to look for one. She could quite easily topple this thing and shatter it. But, Gwen mused, that had its own drawbacks. The cat she'd seen milling about could be trouble for her small form, as would the vacuum cleaning robots moving across the floor. They would make any attempt at stealthily locating a phone difficult, and even if she did find one and contacted Ben and grandpa, she'd still have to stay out of the man's clutches until they arrived.

And if he captured her, the odds of him either leaving with her or locking her up in a prison that she couldn't easily break out of were pretty high, and that would set her back a lot. If worst came to worst, she'd rather be forced to break out of the glass jar later when she absolutely had to than do it prematurely and risk cutting off her options for later.

This was, right now, the devil she knew.

Alternatively, if she simply waited for the watch to time out, her expanding body would break the glass for her. She estimated she'd have some nice bruises to show for it, but she'd be more than capable of fending of this man in her human form until she either escaped or the Omnitrix let her take on a form more capable of combat. She couldn't do that if her prison was tougher than she was. She'd either squish, or come out of it too battered to fight. The glass was, again, the safer option.

In both events, escaping right now, with the current threats was… a less certain option.

'Action is not always better than inaction,' grandpa Max liked to say. She decided to put her faith in that and settled in to wait.

...which turned out to be more difficult than she'd anticipated. The room kept her interest for all of three seconds, but when she'd examined all the objects therein again and the cat lost interest when she stopped moving about, the space was firmly sequestered into the 'not interesting' section of her brain. Which left her feeling bored. Gwen did not do well with boredom. She hated feeling unproductive, even if inertia was the smartest course of action right now. She wanted to think, to churn, and Grey Matter only heightened this latent tendency.

She sighed, slumping a little. Her mind wandered to her family, wondering what grandpa and Ben were doing. Were they worried? Probably. Grandpa Max would be calmer about it then Ben, though. Her cousin had revealed himself to be quite the worrywart these last few weeks. It was quite charming- ...yeah. Yeah, it was charming. The thought was easier to swallow when her brain helpfully supplied her with a running montage of all the delightful things Ben had done in just the last day.

She hummed. Were they looking? Would they have any way of tracking her? Gwen couldn't say with a hundred percent confidence that this couldn't have also happened to Ben in his timeline, so there was a chance he actually knew where she was, even if it was unlikely.

She quirked a smile at the thought, though. Maybe the doofus would kick down the door for her and rescue her like this was one of the stories they'd been reading, such as the one about the Sumerian princess trapped in the bowels of the ziggurat of Ur, awaiting rescue by the palace guards while she tried her best to distract her captors. Perhaps Ben could swoop her up when she turned back into Gwen, call her fair maiden again and go in for a proper kiss-

Gwen froze, her entire being grinding to a halt as dread spread through her veins like ice.

That- that thought, too, had been a little too easy to accept. Especially when the thought should be unacceptable. Because it was stupid. She absolutely didn't want that- any of that! Not even a little. Because that was a thing you only did with someone you liked and Gwen-

Gwen felt her breath and hearts, both of them, as her churning brain chose that very moment to vomit out, in rapid fire, all the times that she'd blushed around Ben, all the times that she'd stammered, all the times that she'd tried to get his attention, to impress him, to be beside him, to just throw caution in the wind and find out what it would be like to feel those stupid lips not on her cheek or forehead but-

Stop it right there! She chastised herself, slamming her head into the glass, derailing the train of thought with a sudden jolt. It stung, but it was a small price to pay for the clear head that she so desperately needed. She blew out a harsh breath, delicately thumping her head against the glass.

"It figures." She murmured, closing her eyes, letting the cool glass soothe the last of the ache away.

She should've known this would happen. Grey Matter could never leave an interesting train of thought be, and was even worse at stopping itself from following that train to its final stop. And unfortunately for her, it had deemed her… something with Ben to be interesting enough to dissect. Even when she least wanted it to.

"...uhm, are you okay?"

Gwen opened her eyes. Her captor had returned. "Just fine. Just stuck in my own head, fighting my brain about whether or not I'm either willing to, or already engaged in, type A insanity."

The man looked at her like she'd grown a second head, which, considering she was currently a foot tall gray frog like alien... was actually pretty impressive for all the wrong reasons. Way to over achieve, Gwen.

"What in the solar system are you talking about-?"

"That illiterate neanderthal of a doofus that I totally do not like!" She snapped, temper getting the better of her, even as her mind conjured up a dozen counterarguments to her own statement, every single one more damning than the last.

To her surprise, the man snorted, quirking a smile. "Sounds like someone's in denial."

Huh. Grey Matter flushes blue when it's flustered. The more you know. "I-I'm not in denial!" ...yeah she was going to have to add her voice to the list of things this form did not excel at. She sounded like a mouse whose parachute won't open. "I just- don't like him!"

"Who said you did?"

"My stupid brain!" She roared. There we go, we're at least a free falling rat at this point. Improvement! "It- it- it keeps trying to- it won't let me-" She sunk to the floor of her prison, feeling the fight drain out of her. "It won't let me get away with it." She grumbled. "It won't let the train of thought go, won't let me deny it."

The man gave her a long look, looking more curious than she'd have guessed, before he sat down at his desk, looking at her. "Alright, you have my attention, alien. Walk me through it."

Gwen gave the man a long, flat look. "You're joking."

"Not at all! He announced, cheerfully pulling out a tablet that he could type on. "It's so very rare to be able to converse with an alien about their species's courtship rituals, I simply must! Besides, you've already started."

"Just because this form has no filter- wait, courting?! There is no courting!" She squeaked, heat shooting through her small form. The man held up his hands defensively, and she reigned in her temper. She needed to play this cool. "And I'm not 'alien.' I'm Gwen." She groused. She considered telling him that she wasn't an alien, period, but she estimated the likelihood of him believing her to be less than three percent- and the odds of him distrusting her or cutting conversation short following that would be too high. Not worth the risk.

"Howell." The man- Howell- replied, inclining his head. "And regardless, I'd still like to hear more."

Gwen considered her options. She really didn't feel like talking to him, much less about this. She didn't want to talk about this to anyone. She didn't want to acknowledge there was even anything to talk about.

But, a distant, clinically logical part of her brain reminded her, she did need to stall for time until either the watch timed out or she was found by her family. And really, a second opinion on the whole thing from someone who wasn't going to blab it to grandpa wouldn't exactly hurt. Galvan's did not thrive on withholding information, anyway.

And it absolutely beat out spending another minute stuck in her own head.

She sighed, resigned. "Our… our courtship rituals map onto those of humans pretty well, roughly the same generalizations and exceptions." She lied, an almost instinctual part of her brain informing her that with actual Galvans such bonding was usually subject to a different set of rules. But she wasn't talking about an actual Galvan. She was talking about herself. And… and Ben. "And..." She worried her lips, small as they were. "I..." You can do this, Gwen. Ben thinks you're brave, you're not going to prove him wrong, are you? "I think that I… might be interested in a boy. I'm female, in case that wasn't obvious." Howell gave her a thumbs up. She almost laughed. Pity she had to meet this man under these circumstances. They might have gotten along if he'd just asked her to talk, instead of snatching her.

"You're not sure?" He asked, quirking a brow behind his glasses, taking them off for a second to polish them. His eyes were larger without them.

Gwen groaned, sitting down once more. "I- think so. It's all- we didn't used to be like this." She started, settling onto a narrative. "We used to be at each other's throat all the time! And then, BAM! We weren't. He'd changed, overnight. He became kinder, warmer, seemed to care about me and-" She sighed. "We became friends- the first friend either of us had. And it was great." Her mood soured. "And then I had to mess it up by- by maybe falling for the stupid dork. A little. On a good day- for him!" Galling as that was to admit. She could almost feel the blasted bird's smugness all the way across town. But perhaps more galling than almost admitting it was how it seemed to get easier every time. "But I can't be." She added, frustration bleeding into her voice. "It's just- I can't."

"Why?" Howell asked, simply, taking notes. She groaned inwardly.

Gwen closed her eyes, thinking, trying to put it into words. She could at least thank Grey Matter for help with that."It's socially unacceptable." She finally settled on. "Not done. Taboo. And… he knows that too. He'd hate me if he knew." Well, so she assumed. The same part of her that was relentless in pointing out all the ways in which she was crushing on Ben was also relentless in pointing out all the ways in which he obviously cared about her in return, and how he'd still do so even if he didn't feel the same.

But even that consolation was bitter enough that it made her want to curl into a ball. It was easier to think he'd simply hate her. That way, she wouldn't be tempted to take a chance. And at the very least, Ben hating her was something she was familiar with. She'd survived that for ten years. She could survive it again.

Even if the thought of losing what little they'd finally managed to gain was terrifying in a way that nothing else was.

"Fascinating!" Howell exclaimed, eagerly typing his findings down, exuberance in his voice, the thrill of discovery evident in his entire demeanor. When he went to ask more, he finally noticed her darkening mood. "Err, I mean- ah, sod it. Are you alright?"

She gave him a flat look, pointedly tapping her glass encasing. "Not really."

"...point taken."

She exhaled, thumping her head against the glass, letting it cool her. "I've been… just trying to ignore it." She confessed. "Try to figure out ways around being flustered, not letting myself think about him like that. Stalling until it just goes away. But it doesn't. It's only getting worse."

Howell hummed, giving her a thoughtful, pitying look. He'd put his tablet aside, and for all that he'd been avidly listening, now she felt like he was actually seeing her as an actual person, rather than just a curiosity. A distant part of her brain pointed out how the vulnerability she'd displayed, the humanity, had driven the point home for him, but she had no time to examine it. Howell had found his voice. "Have you considered a different approach?" He asked, seeming genuinely invested. It was kinda sweet. Kinda.

"You're going to have to narrow it down." She told him, dryly.

"What I mean is- the way I'm hearing it, he won't be expecting you to want him like that, because of the social taboo. Correct?" At her nod, he proceeded. "So why keep the lid so tight? Why, my wife-" His mouth drooped a little, "well, my ex, she'd been flirting with me for months before I even noticed, mostly because I was not expecting it from her. I think you can take the filter off."

Gwen mulled the suggestion over. It was terrifying. "But what if he notices?"

Howell shrugged, nonchalantly. "I'm not suggesting you kiss him or anything that forward, just not to be so nervous about the whole thing. When I started flirting back? I was an awkward, nervous wreck until I stopped worrying and just started being myself. Worked far better."

That… almost made sense. But…

"But I don't want it to work better, I want it to go away!" She argued, every single cell in her small body crying out and calling her a liar.

Howell read her just as easily. He actually smirked. "I don't think you do."

She groaned, crossing her arms petulantly. "Well, even if I did, I'm not exactly gonna know if I get dissected beforehand."

A pained look crossed Howell's face, mouth opening and closing. Gwen waited patiently, refusing to press the point. Just when it looked like the man had composed himself and was about to speak, the doorbell rang. Their heads snapped up at the sound.

In the ensuing quiet, her captor spoke- and it was as good a reminder as any that despite being sorta okay, Howell was still that: her captor. "That'll be them." He mused, eyeing the empty hallway.

"Them?" Gwen asked, nerves settling into her gut. "Who's them?"

"'The Organization'. Though they are also known as 'The Forever Knights.'" Howell mused, almost to himself. "I called them to come pick you up. They have better facilities to... examine you."

They exchanged a look. Gwen didn't need to be Grey Matter to hear the subtext. Better facilities to dissect me, he means.

Well, here went nothing. As Howell stood up, she tapped her hand on the glass till he met her gaze.

"Please," she started. "Don't let them take me. I…" She swallowed, not having to fake fear. "Please." She finally settled, body coiling tight to knock over the jar as soon as he left, roaming robots or cat be damned-

Howell sighed, shrinking in on himself as the doorbell rang again, more insistent this time. He looked towards the empty hall, then back at her, his face slowly becoming resolute. "I'll tell them you escaped." He informed her. "They might beat me up, but no worse. After that, I'll take you away from here."

He stormed out of the room before Gwen could so much as thank him. Her chest uncoiled in relief. Well. The probability of that happening had been so low that she hadn't even consciously registered it as an outcome, but she wasn't going to complain-

A blur of white shot out at her and knocked her and the jar off the counter, shattering it onto the floor.

"Oh, now you make a fuzz?" She hissed as she straggled to her feet, already seeing the cleaning bots come closer to her and seeing the cat prepare to pounce. She made the split second decision to jump on top of the machine closest. The cat pounced on them both a second later, the combined weight and the impact cracking the small machine open.

Good, Gwen thought as she applied what little martial arts she could in this form to effectively roll with the feline's pounce, throwing her off, thanking Grey Matter's slipper skin and flexible bones. She had a small cut on her neck from where the cat's claws had nearly found their mark, but that was a small price to pay for shattering the device.

She rushed over before the cat had recovered, scanning the parts of the small robot for anything useful. It was mostly plastic, a small miracle she'd even managed to break it at all, but what she needed was- there!She pounced on the, slightly dislodged, tiny bolt as the cat had pounced on her, wresting it loose. The thing felt large in her hand, not unlike a knife, but it was a small thing nonetheless.

Before she could use it, a metal gauntlet closed around her.


A/N: Howell never really struck me as a bad person. Writing Grey Matter Gwen was fun. This chapter went through something of 12 drafts, some upwards of 7000 words before I had to scrap them for one reason or another. Managing the romance aspect of this thing is much more delicate than I anticipated. The next chapter shouldn't take nearly as along to make. Hope you enjoyed!