Chapter 20: A Sky Full of Stars

June, 2000

Aunt Vera's house had changed over the last two years. She must have decided to give up on tricking the desert, because the soft green lawn Gwen remembered was gone. Now the only green things were a few scraggly bushes that were growing around the house itself. The rest of it was almost all sand.

Sand that had been shaped and raked with thousands of lines that were only a half an inch wide that waved back and forth like water. The quartz in the sand sparkled from the light of the house and the Rust Bucket as a match to the stars above. She opened the door and stepped down as carefully as she could. "Aunt Vera's been busy."

She should have said it louder. She heard Ben open the side door and he jumped out without looking. There was an explosion of sand when he landed. "Ben!"

"What?!" He shouted right back.

"You ruined it!" She shouted and pointed down.

Ben looked down. And then around. She saw him wince. "I can fix it!"

"It's all right, Ben," Aunt Vera said as she came out the front door. Instead of following the path she walked right across the sand without a thought. "I redo it every few days, so there's no harm done."

Gwen got out and ran across the sand as gingerly as she could to give her Aunt a hug. Ben endured one a few seconds later.

"You two have grown," Vera said. "Are you still fighting aliens?"

"No!" Ben said way too quickly. "I mean..."

Gwen wanted to yell at him to be more subtle, but her stammering out, "Only in video games," didn't help much more.

"That's a shame. From what Max said, you two really enjoyed it."

"Quit teasing them, Vera," Grandpa Max said as he came around the Rust Bucket.

"I don't see them much, Max. I have to get my teasing in while I can." The two hugged. "You're late. I didn't think you were going to make it."

"We ran into some road construction on the highway," Max said, and he gave Ben a quick look.

Ben nodded and made a show of fidgeting. "I think I'm going to take a quick walk Grandpa."

"Just hurry back. The show should start soon."

Ben nodded and walked around the Rust Bucket. A second later there was a bright green flash of light, followed by a gust of wind and a blue blur.

"Gwen," Aunt Vera said without even a hint that she'd seen anything unusual, "Why don't you throw a sleeping bag on the picnic table? Then you and Ben will have the best seats in the house."

"You're not going to watch?"

Vera laughed and made a show of shivering. "Its a little too chilly for me tonight. I'll visit with Max and we'll watch through the sliding glass door."

"Go on, Gwen. I'll make you two popcorn," Grandpa added.

And that was how Gwen got stuck lugging the sleeping bag to the back yard. It was heavier than it looked, and Gwen wondered if Ben somehow knew that they would have to be moving things and that was the real reason he took off. Sure, they'd been attacked by aliens during their last visit, but really, what were the odds of that happening twice?

She opened up the sleeping bag and threw it over the top of the picnic table. Gwen hopped up on the table and wriggled back on the thick sleeping bag to get in the best spot to enjoy the show. A couple of moments later Aunt Vera came out with a blanket and Grandpa Max followed with a huge bowl of buttery goodness. It smelled of real butter, not like the microwaved stuff her mother bought.

Gwen swooped it up and quickly checked it for extras. There weren't any, thank God. She wrapped the blanket over her legs and put the warm bowl on her lap. "Thanks, Grandpa, Aunt Vera."

"You two have fun dear," Aunt Vera said as she went back inside. Gwen saw that there were already chairs and a small table waiting next to the glass doors. Aunt Vera disappeared for a moment and then came back with a steaming tea pot and a couple of mugs.

"Give us a call if you need anything," Grandpa said. He looked around with just a little worry. "Ben back yet?"

"N.." Gwen began, but caught herself when she heard the wind howl. "There he is."

XLR8 slowed to a stop as he came around the corner of Aunt Vera's house and flashed back to human just before Aunt Vera could have seen him. He was scowling, and Gwen worried for a second. "Neighborhood's clear, Grandpa."

"You don't have to sound so disappointed, Doofus."

"Thank you, Ben. You two call if you need anything." With that Grandpa Max closed the sliding door.

Gwen waited for Ben to come up and join her, but he just leaned against the table and kicked at a stone that had rolled onto the tile patio. She watched it skip off into the sand. Gwen should have rolled her eyes at that, but instead she watched him and chewed at her lip. He'd been so quiet for the last few days, and he was never quiet. The last night he had been normal was the first night of summer. Well, normal for him. More normal than her, anyway, at least that night.

She never should have listened to Michelle, never should have told her to begin with.

"Come on out, Gwen, you've got to see this!" Michelle said through the changing room door.

Gwen looked at herself in the mirror and adjusted the spaghetti straps of the dress she was trying on before she opened the door. Michelle was spinning back and forth in front of a mirror in a light purple dress that was covered in green glittering stones and ruffles. Gwen took one look and burst out laughing. "Burn it, burn it now!"

"I know, its hideous! There's no way you could find anything as bad as this!" She took one last spin before she stopped and looked at Gwen. When she did, she sighed. "You were supposed to find something ugly! You came up with the game, don't tell me you forgot the rules."

"I know. I didn't," Gwen said as she stood next her friend in the mirror. "I just saw it and..."

"It does look good on you,and I'm glad to see you're finally willing to admit that you have shoulders instead of hiding them," Michelle said as she walked around Gwen, "but we are supposed to be unwinding after finals. Shopping isn't relaxing. Shopping is important. At least, that's what you said."

"I know, I know."

Michelle pushed her camera into Gwen's hands and struck a pose. "So take my picture and I'll find something horrible for you to put on."

Gwen took the picture and winced at the flash, "I think all the glitter just made me blind."

"Good! That will make what I find more of a surprise," she said as she took the camera back and started shooing Gwen back into the changing room. "Now, get changed and I'll be right..."

Gwen shook her head and looked down at the powder blue dress she was wearing. "I think I'm going to buy it."

"You are?" Michelle said and stopped. "Why? There isn't another school dance coming up is there? Those things are beyond awkward and I need more than a couple of days notice to get..."

"No, nothing school related, " Gwen said to cut off her friend's rant. She chewed on her lip for a second, she knew that Michelle always got twitchy whenever she mentioned Ben – actually twitchy. Her eye twitched. It was weird – but she had to tell somebody. "Ben's first karate tournament is next week and I've already talked Grandpa into taking us to a fancy restaurant to celebrate."

"You want to take him out to dinner?" Michelle asked and stared as her face went still. "And you want to get dressed up for it?"

"Well, Grandpa would be the one taking us," Gwen said as she looked away. She reached up and started worrying at the strap of her dress. "It was just an idea."

"Why?"

It was the flat why that made Gwen squirm. "The tournament is a big deal. He worked so hard to be in it. I just want to do something..."

"Even if he wins?"

Gwen laughed. "He won't win."

"But if he did, if he won. Would you still want to do this whole dinner thing?"

Gwen thought for just a second before she nodded. "Yeah. I want him to know that I'm proud of him. Even if he wins. Which he won't."

Michelle nodded and opened her mouth, and then closed it again. She held up a finger before she spun around and went to the nearest clothes rack. She grabbed up as many of the blouses as she could, shoved her face into the pile and screamed.

Gwen jumped in shock and blushed as she felt all the eyes of everyone in the store on them. "Michelle? What are you...?"

And Michelle screamed again. She looked like she was about to kick the clothes stand before she dropped the blouses and took a deep breath. She let it out by muttering "Crazy, crazy, crazy, crazy, crazy," under her breath.

Each time she said the word, it tasted just a little different to Gwen. Well, not a taste, really. It was just how the translators in her brain told her that they were doing their job. She never noticed the feeling until Grandpa told her about it, but now she couldn't figure out how she ever missed it. She couldn't tell the tastes apart well enough yet to know which languages her friend was using, not yet, but she knew that Michelle was calling her crazy in five different ones. A new record.

She hated it when she set a new record. Gwen felt her face heat up as she hurried over to the dressing room. "Just forget it. I know that it was a stupid - "

"Oh, no you don't, Crazy Girl," Michelle said as she caught the door before Gwen could shut it and shoved her way in to pull her into a hug. Gwen just squeaked in surprise. And squeaked again when her friend pulled away and looked her over again. She fiddled with the straps of Gwen's dress for a second, and turned Gwen this way and that before she finally stopped and nodded. "The dress is a definite start, but if you're sure you want to do this, I'm going to make sure that you do it right. Now, come on." She grabbed Gwen by the hand and dragged her out of the dressing room and across the sales floor.

"Michelle! What's wrong with you! Everyone's looking!" Gwen protested, not that Michelle ever cared about that. Gwen wished she had found the invisibility spell that her spell book mentioned as she tried to dig into her heels. Michelle just turned and grabbed Gwen's hand with both of hers to drag her forward. Gwen's eyes went wide when she saw were she was being dragged to. The make up counter. "Why are we going - ? I don't need..."

"You want the night to be special, don't you?"

Gwen swallowed hard and nodded.

"And for your cou-" the twitch came back, but the smile didn't falter "-for Ben to notice you more than he already does, right?"

"Wh- what are you talking about? I don't care if the Dweeb – which he doesn't - " She knew she was stuttering, she hated that she was stuttering, but she couldn't stop.

"All the time. You might not see it, but I do. And you should see his face when he realizes that I do," Michelle grinned, "This will make it so obvious that even you'll see it. And he won't be able to take his eyes off of you. I promise."

Gwen shook her head. "I would – he doesn't. And I don't want him to. I mean, eww." She knew that Ben was always looking her way, but she never saw him looking at her like Michelle seemed to think. Not the way he had on New Years. Just thinking about how he looked at her that night made her feel weird. Good weird. Even more than the kiss.

She still didn't know if he ever thought about New Years, but she did. All the time. It was only their Friday nights together that kept her from becoming a complete wreck. That and the thought that they would have all summer together.

"Don't even pretend. Especially not in that dress. So don't even. God, you are going to make me even crazier than you." Michelle let out a manic little giggle as she dragged Gwen up to the woman who was standing behind the make up counter and trying very hard to hide her laugh behind her hand. "Hi. My friend, Crazy, here is about to do something crazy. Can you help her?"

The woman did, even if it took her a while to stop laughing at the two of them. She picked out the colors for Gwen and showed her how to put them on three times. And then Michelle had her do it again when they got back to her house. And she looked amazing there. But it had been easy in the store and her friend's bedroom. The room didn't shake there, and neither did Gwen's hands. At first just from excitement, and then in horror as she kept getting it wrong. And then Ben opened the door and...

Michelle had been right, he couldn't take his eyes off of her. Thank God he had gotten over his fear of clowns. She expected him to laugh, or to run, and didn't know which would have hurt worse.

She never thought he would look at that mess and tell her that she was pretty.

Or that he could look so handsome when she saw him waiting for her outside the door. In the end, she was the one who couldn't keep her eyes off of him. She'd been so distracted that she could barely form words during dinner.

The days that followed were a little... weird. The last time she'd been so aware of the fact that Ben was sleeping right above her was during their prank war. That was also the last time that he'd gone this long without speaking to... well, anyone. He would talk to anyone if someone talked to him, went with them to see all of the sights, and was normal during the few times they had had to go hero time, but besides that he was quiet. Which was so not Ben.

Gwen let him get away with it until now, even as it tore at her stomach, but being quiet wasn't her either. And neither was hiding from Ben. If he wouldn't talk, she would have to make him. She had tried to figure out what was bothering him, but she wasn't brave enough to ask about the most obvious problem. So she went with the second. "I know things have been quiet on the hero front so far this summer, Doofus, but I'm sure we'll see more soon. Its only been a few days after all."

"Yeah," he said and blew out a breath. "Yeah, I guess. But our first summer was more..."

"Dangerous? Terrifying?"

He grinned, and she felt a little better. "Exciting? Action packed?"

She nodded. "More. A little too much more. Sometimes."

Ben shrugged at that, but he didn't disagree. A moment later he pushed himself up onto the table and wiggled over to sit next to her. "Don't hog the popcorn."

"Mine." She said, but she didn't stop him from grabbing a piece. "Its only been a few days, are you really that bored?"

"No, I just wish..." he said before he stopped himself. He stared at the popcorn kernel and tossed it back and forth in his hands. "No, its not that."

Gwen looked away and tried to fight down the worry. Her mind raced as she tried to think of something else. "You're not still worried about Grandpa, are you?" They'd finally gotten Grandpa to tell them the truth about what he'd been doing for the last year, about the aliens he'd been dealing with and it wasn't what they had expected.

Ben made a face. "He was right, we were better off staying in school. And I can't believe I just said that."

"I don't know, I thought they sounded cute." Even with the whole eating everything in sight thing, the aliens sounded cute. At least they were the way Grandpa Max described them. Fuzzy footballs that cooed when you pet them. Gwen wished she could have seen one. Except that Grandpa Max said that they were born pregnant, so where ever you had one, an hour later you had two, and then four and then you end up spending most of the year going to farm to farm trying to clean up the mess and there were always more somewhere else just when you thought you were done.

No wonder he looked so tired.

Ben made a face and shivered as he repeated, "Cute?"

"Kind of," Gwen said. "But we've had excitement. There were those bank robbers yesterday."

"They weren't anything big. We've taken on worse back home."

"Ben!" she said and glanced over at the sliding glass door. The lights inside were off, so all she was was her reflection. They'd never told Grandpa Max that they went out heroing on their own, and he never said anything. Not that there hadn't been close calls. She still couldn't believe that Ben had ended up on television. Thank God Grandpa hadn't seen that. Still, if he heard them...

Ben gave the window a worried glance, but no one came storming out. "Sorry. Still, they weren't."

"They had laser guns!"

Ben shrugged.

"Bank robbers with alien guns!"

"Plasma lances?" Vera asked. Her usual smile was gone, wiped away by a worried frown. "Those are Class 5 tech."

"I know."

"They're illegal on Earth. Has anyone told the Galactic Enforcers yet?"

"No."

"How did a bunch of bank robbers get their hands on plasma lances?"

"They bought them." Vera gave her brother a look and Max just shrugged. "With money they stole at the beginning of their spree. Apparently they were robbing banks hoping for a big enough score to buy more."

"They bought them with money? Our money?"

"That's what the gang leader said. I don't think he was lying. Heatblast is very... intense."

"Why would aliens want our money? Its not worth anything off planet."

"I know."

"Did he say who, or what sold them?"

"They said the guy the middleman was a human teenager. Or something that looked like a human teenager, but they were the same kind of weapons our mystery aliens use."

Vera took a sip of her tea as she looked out the door. He knew she wasn't looking at the stars. "Have you told them yet?"

"Should be a good show tonight." He saw Gwen point at something in the sky. He wondered if she remembered him teaching her the constellations. He'd tried with Ben, but it just went in one ear and out the other. He saw Ben laugh at whatever she said. Then he shook his hand at her and pointed up to a different spot in the sky entirely.

"Max."

Max let out a sigh and played with his cup as the tea warmed his hands. "No."

Neither of them were pretending to be watching the sky now. "Why not?"

"What am I supposed to tell them?"

"The truth."

"The truth? The truth is that the mystery aliens that took out Fort Tesla are out there selling weapons, either Hex or Charmcaster is running around with some monster that they pulled out of another dimension, and one of them, or both, or some third group just killed two more Plumbers. The truth is I don't want them anywhere near this."

Vera looked away and slumped down in her chair. "Who?"

"Wheels and Armstrong." How did they get Wheels and Armstrong? They were good. In a few more years they would have been great. Just a few more years...

They were so young. They were just kids.

They had kids. He never even knew until he read the report. Wheels had a boy and a girl and Armstrong had a son.

They had their whole lives in front of them.

Vera let out a long shuddering breath. "They should know. They can help. They want to help. Tell them."

Jim had been screaming the same thing, and Vera got the same answer. "No. They don't need to help. I never should have let them to begin with."

"Max."

He shook his head. He hated when she said his name like that. Like he should know better. He couldn't look at her anymore, so he looked at Ben and Gwen. "You didn't see them when we ran into the bank robbers yesterday. They weren't kids anymore."

As they watched Ben threw a piece of popcorn kernel into the air and moved to catch it in his mouth, only to have it land on a bright purple disc instead. Vera arched an eyebrow at that. Gwen's hand darted up to grab it. Ben tried to catch her, but she was quicker. She shoved the piece in her mouth and made a show of eating it.

They heard her squeal of laughter even through the glass as Ben grabbed a handful of popcorn out of the bowl and threw it at her.

"Really?"

Max smiled, just a little. "This is what they should be like all the time. Not..."

"Spit it out, Max."

"I've made them into weapons. My grandchildren were ten years old and I made them into weapons."

His mother had told him once that it was best to have something to drink nearby whenever you had to talk to somebody, because it gave you something to do while you try to think of what to say. He thought that that was the real reason that his sister had wanted tea tonight. She took a very, very long sip from her cup, and then poured herself another before she finally said. "You didn't start worrying about this last week."

"No," Max admitted. It had started a year ago, after their fight with Animo and his conversation with Wes. He'd been so righteous then. He condemned the Plumbers for doing something he had already done. "But it didn't start soon enough. You haven't see them in a fight. Its like they can read each others minds..."

"Can they?"

"No. I did the tests."

She let out a relieved sigh. "They practice. They are both taking martial arts."

"You don't get as good as they are just by practicing." He seen the police reports around Bellwood and heard the rumors that could only lead to two people. Rumors and a certain news tape. He wanted them out of the fight, but he couldn't think of any way to stop them.

"They weren't just going to sit around, Max. They have too much of their Grandfather in them."

"I know." Max admitted with a nod. "It's my fault. I was selfish. I saw the chance to relive the old days and jumped into it. The fact that I got to share it with them was... It was a chance to make up for what I missed with my kids. To prove that I was doing something important. I never even thought about what it would do to them."

Vera took another drink as she watched kids throw handfuls of popcorn back and forth at each other and squeal with laughter. "They look horribly abused."

"They have nightmares," Max said, his voice haunted. It broke his heart every time he heard one of them cry out in the night. Ben had had the other night. Max had always been a light sleeper, not like his grandchildren. Usually they could sleep through an artillery strike, but by the time he'd gotten out of bed to check Gwen had already pulled herself up into Ben's bunk. She had curled up next to him and held his hand as she whispered nothing words to him until the nightmare passed.

She never even knew that Max was there. She never did. Just like she didn't know about all the times he'd caught Ben doing the same thing for her over the years. Max knew he should have said something instead of just standing there, but... But it always felt like he would be intruding. That it was something special.

And that feeling kept getting stronger ever since... "I hear them sometimes. They should be safe at home living a normal life."

He loved his sister. And after 60 years he knew all of her little tells. When he heard her take a deep breath he braced himself. It wasn't enough.

"It's too late for that, Max. It was too late the second Ben picked up the Omnitrix."

Max couldn't say anything to that for a long time. He couldn't even find a way to take the thing off without hurting Ben. There had to be a way. The man who made the thing must have known. If only he had ignored Tetrax and gone with them two years ago. But he hadn't, and there was nothing he could do now.

And even if he did, he wasn't sure if it was a good idea. Ben was already being talked about, and that was just as dangerous. Ben was in danger if he took the watch off or if he left it on. No matter what Max did, he couldn't find a way to protect his grandson. "Then I should have done more to keep Gwen out of it."

"Like what? Sent her home? Do you really think you would have done her a favor? To start with, she already thinks Ben is your favorite."

Max actually laughed at that. He was a bad father, he knew that, but not even his sons would say he was an unfair one. "That's ridiculous."

"Is it? Does she even know that you were going to invite her when you took Ben on your first summer trip together?"

"No." She never asked and he never wanted to tell her that her mother had refused to let her come because she thought Gwen was too young, if only to spare them both the fight.

"If you had sent her home after Ben picked up that watch all she would have thought was that she wasn't special enough for your attention."

And Max knew it was true. Still, he could have lived with her hating him if - "She would have been better off."

"Physically safer, maybe. For a while, but mentally? Do you really think that you would be doing her any favors by making her think that her Grandfather was just one more person that didn't want to be around her? For God's sake, Max, she's lonely enough already. They both are."

That was another thing that was his fault. "I know that its hard for them to talk to people when they have to hide so much of their lives."

"You know that better than anyone in the family," Vera said. Max heard the reproach in her voice. He knew that his sister never understood why he worked so hard to keep his family out of his real life, but he never wanted his sons caught up in all of this madness. He should have remembered that. "But that isn't what I mean."

Max looked at his two Grandchildren. He always wanted to think the best of them, but... "I know Ben has trouble making friends. Sure, he can talk to anyone, but... He's too impulsive. He gets bored with people after a while if they can't keep up."

"And Gwen is a lovely girl," Vera said. "But she can be a bossy thing. And she's far too clever for her own good."

That was certainly true. "That doesn't mean that she's lonely."

"You're so clueless sometimes, Max. She has karate, does the worst jobs in a half a dozen school clubs, and whatever free time she has she uses to make up charts to make sure she doesn't have any free time."

"She's stopped doing that." He knew the charts. He used to have small panic attacks whenever he saw the charts. He had been very happy when Gwen had finally outgrown that little obsession. "Besides, that was something she picked up from her mother."

"Do you really think it was all Lili? Or that her mother could force her to do something she didn't want to do? If that was true, she would be in ballet instead of karate. Gwen was lonely, and that was how she dealt with it. I could tell that much from her letters."

"How?"

"She wrote about her latest activities, and there was ALWAYS something new, and what her parents did, and what you did," Vera's eyes glittered at that, "she was better at letting me know what you were up to than you ever were. But she never mentioned friends."

Max chewed on that, and as he did he watched Gwen picked up the bowl of popcorn and dumped it on Ben's head. The look on Ben's face just before the popcorn poured out over him made Max burst out laughing. He started to stand, "I better make more popcorn."

His sister reached out and caught his arm. "They're having fun, Max. Leave them be."

Max sat back down and thought about what his sister said. Finally he just shook his head. "She has friends. They both do. I know. I've been to their birthday parties."

Vera didn't even look at him. She just sipped her tea.

Max sighed. He had been to their parties. Everyone in their classes came to them, but now that he thought about it he didn't remember ever seeing either of them talking to any of the other kids for more then a few minutes. This year the kids had decided to have a joint party, which was an idea that both sets of parents were more than happy to go along with. There were over 40 kids there, playing games, eating cake and having fun, but not a single one of them noticed that Ben and Gwen had snuck off some time in the middle of the party.

Max only did when had to go looking for them for cake. When he couldn't find them at first he thought that they had run off for what they called 'hero time,' but then he had found the two of them and three other kids locked up in Gwen's room and playing video games. He would have said something, but it looked like they were having the most fun of anyone there.

He watched the two of them as Ben took the bowl off of his head."She writes about friends now?"

"One or two."

Ben glared at the inside of the bowl. It was past time to break out the big guns he thought as he reached for the Omnitrix.

"Okay, okay! I give!" Gwen laughed. Ben lifted up the edge of the bowl with a finger and gave her a very doubting stare. "If you tell me why you're so crabby lately," she added.

Ben pulled the bowl off of his head and brushed what was left from his hair. "I am not."

"You so are." She said as she reached over and started picking off the popcorn that was stuck to his shirt and eating it. "And you've been getting crabbier."

Ben sighed and fidgeted. "I've just been thinking."

"You?" He grabbed a loose kernel off of the table and threw it at her. He wanted to cheer when it hit her right on the tip of her nose and she went cross eyed. She blinked and wiped the bit of butter that stuck to her skin off with the sleeve of her shirt. "Sorry. About what?"

Honestly, he had no idea where to start. He crossed his legs and looked at the ground for a minute. He couldn't believe that he missed all the little patterns his Aunt had drawn into the sand. Finally he sighed and figured out the safest thing. He reached over and tapped the Omnitrix. "About this."

"The watch?" She looked relieved for some reason as she said that. "Why?"

"All of my life I've wanted to help people. I used to think about becoming a police man, or the Kangaroo Commando."

"I know that here haven't been very man bad guys lately," he felt her hand on his and she squeezed. "but you've done it. You're a hero. You're going to be Mr. Hero of Heroes."

"Yeah," he said, but the thought of being Ben 10,000 didn't make him any happier.

"Is that what's been bothering you? That we've stopped all the bad guys?"

"Yes. No." He shook his head and rubbed at his temple with his free hand. He could almost taste the words, but they were all muddled now that he actually wanted to say them. "I've just been thinking. I want to help, but... But is this what you want? Beating up the bad guys all of the time?"

"That's what heroes do," she said, then she grimaced just a little as she added, "and sidekicks."

He made a face and waved that away."You've always been a hero." Her smile was so big that he just wanted to smack the old him for ever telling her that she wasn't. "Its just - I've been thinking..."

"There will always be someone else to help, Ben."

"Yeah, I know," He shook his head and looked down at the Omnitrix, "but I've been thinking about what Azmuth said. That the watch wasn't made to be a weapon. That he built it to help people talk to each other."

"He did?" Gwen asked, and she sounded surprised. "You never told me that."

Ben shrugged. Honestly at the time it sounded stupid to him, so he never brought it up. Now, though...

Now, he didn't know what made him start worrying about all of this, about the future, about the Omnitrix, but he couldn't shake the feeling that there was something more, something he was missing. He couldn't figure out what it was, but he was glad that Gwen was here with him. And that he was finally telling her. That's what made him keep going.

"I think that that's what I want to do. I want to go out there and learn about all of the guys in this thing. Go and talk to them. Maybe help them talk to each other. Maybe that would help more than just fighting." He shrugged and looked up. "And who knows, maybe we would even get to see something cool as we did it. We can't beat up the bad guys forever. "

He didn't look at her at all as he talked. If he did, he knew he would stop. And she didn't say a word, she didn't even make a sound. He saw her pull her knees to her chest from out of the corner of his eye, but she still didn't say anything. Not for a long while. And then she just asked, "When?"

Now. Right now. It felt like someone was standing on his chest, but he managed to say,"When I grow up, I guess. In a few years."

She nodded. "My mother wants me to be a doctor, or a lawyer, or a politician when I grow up."

Aunt Lili had all sorts of plans. Everyone knew that. "What about you?"

"Ever since this thing fell out of they sky," she reached over and he felt her tap the Omnitrix, "ever since, I've wondered what was out there. We've heard so much that I..." The words stopped and looked up. "There is so much out there to see, to learn."

"Yeah?"

"I don't want to stop helping people, I love helping people but..." She took a deep breath and rubbed her legs through her blanket. "Did you want to go by yourself?"

No. It never even crossed his mind.

"Well, you can come if you want," Ben said and finally let himself breath, and look at her. She was resting her head on her knees and watching him. He reached over to take her hand and gave it a squeeze. He saw her shiver and watched as goosebumps raced up her arms and neck, "but they probably have leash laws for humans."

She lifted her head off of her knees and glared at him as her face went red. He waited for her to start screaming and didn't even try to hide his smirk, but she didn't. Instead she calmed down and smiled right back. So he shrugged and laid back on the table. He didn't get her with that one, but he would with the next.

She untangled the blanket from around her legs and spread it out over both of them as the night air started to get cold. He waited for her to lie back, but she didn't. She just kept looking at him until he remembered to stretch his arm out for her. It was an old habit now. The first time had been during some movie back when it was still snowing. He had yawned and stretched his arms out and she'd accidentally laid back on it. At first they'd both been surprised, but...

As always, she made a soft noise as she laid her head in his arm and looked up. The sky glowed above them as thousands of stars shined down. "There are so many," Gwen murmured.

"It could take a while."

"Just a little." She looked at the stars one last time before she rolled over onto her side and put her hand on his chest. "Where do you want to start?"

Ben stared into her eyes, and he felt the same crazy urge in the back of head that had caused so much trouble at New Years. And he knew that if he gave into it again...

If he gave into it again he wouldn't be able to pretend it was a game anymore. That things were going to go back to normal. They weren't. He figured that out the night summer had started. And he was almost okay with that. He almost gave in, but they weren't alone. He knew that Grandpa and Aunt Vera weren't paying any attention to them, but still. So he forced himself to look away. He stared up and pretended to be looking at the stars until the urge - it didn't go away. It never went away, but it receded down to a dull roar in the back of his head. Finally he pointed up with his free hand at a random star. "That one. The red one."

As he pointed the first meteor of the night flashed by. Or at least the first meteor he had seen. He glanced over and saw Gwen close her eyes. When she opened them a moment later she looked at him and asked in a whisper, "Did you make a wish?"

"Yeah."

"For what?"

And he couldn't help himself. "That you were housebroken."

"I never thought that they would be friends," Max admitted as he watched Gwen bolt upright with a shriek of outrage that even the glass couldn't stop.

"So you decided to stick them in an RV together for three months and drive around with them? I always knew that you were crazy. I told Mother that the day she brought you home."

"I was just hoping that they would learn how to be in the same room without fighting." Ben caught Gwen's hands and must have said something, because just like that she was laughing and the fight was over again. Sometimes their mood swings gave him whiplash. "It was touch and go for a while."

"They're good for each other. I'm glad that they've finally realized that."

"Good for each other," Max echoed as a worry itched at him as he watched Gwen lie back on the picnic table.

"Of course they are" She sighed. "Are you going to tell me what's really bothering you?"

"Nothing is..."

"Max. I know that you aren't here to watch the meteor shower. What kind of sister would I be if I didn't? Just say it."

If he said it, it would be real. He didn't want it to be real. "Gwen's wearing make up now."

"Time flies."

"And Ben is actually taking showers. And brushing his hair."

"I always thought that we were off by a decade when we translated the Mayan calender."

"I'm serious."

"I know."

"What if..." He paused as he thought back to the almost debacle a few days ago at the start of their summer. Of him finding Gwen with her face a mess of make up. She never told him why she wanted to wear it to begin with except that she wanted the dinner to be special.

Max thought of Ben, standing in the hallway as he waited for Gwen to come out with his hair combed and shirt tucked in. Max looked at them both then, all dressed up, and for the first time ever, he saw the man and woman his grandchildren would grow up to be and it left him speechless. He had had to excuse himself for a minute, but he when he came back neither had moved. He didn't even think either had even noticed him leave.

Because Ben and Gwen were still staring at each other, staring and smiling. Ben's nervous, Gwen's shy.

They weren't looks that cousins were supposed to share.

He'd seen them scream at each other, ignore each other, laugh together and be so scared that they could barely move, but he'd never seen them so nervous that they fumbled for words like he had at dinner that night.

Or have them look at him like they kept forgetting that he was there.

He kept telling himself that they were too young, that he was imagining what he saw. That they spent so much time together that they saw each other as brother and sister. He told himself that even as he watched them. They still fought, they still insulted each other, only now...

Only now Ben was letting Gwen use his arm as a pillow, and Gwen was cuddled up against Ben while they watched the stars.

If he said the words, it would be real, and he would have to do something. The only thing he could think of was to take them home and tell their parents. To separate them. And he didn't know if he could do that to them. Or if he even should.

As always, his older sister was ahead of him, even if she did say so in her own unique way. "I have a mud monster for a grand-daughter-in-law." Her tone was only a little bitter.

"I remember," Max said. It would be a long time before he forgot the sight of the two families - Plumber and Sludgepuppy – finally agreeing on something. That their children were destroying their lives for something that wouldn't last.

It was also the day he caught Gwen and Ben dancing. For so long he'd thought it was something funny and cute, but now he wondered. Did this start that far back? Has he been that clueless for that long?

"Joel was hurt that you didn't come to his wedding."

"After all the things her parents did, I couldn't..." Vera's voice was tight, first from anger. Then with tears. She hid her eyes behind her hand to keep her brother from seeing them. When she finally brought her hand down she looked as composed as ever. "I still should have gone. I made a mistake."

Max nodded. He'd thought so at the time, and had said so, but he knew that saying it again wouldn't do anything to help.

"Are you afraid that he will hurt her? Or her him?"

"Never." That wasn't what he was worried about. Not really. Even at their worst, he had never worried about that.

Vera nodded and poured some more tea. "I can't tell you what to do, Max. And if I did, I know you well enough to know that you wouldn't listen. You have to do what you think is right. Just make sure it is. For their sakes." Vera paused and took a drink from her tea as she watched the first meteor streaked through the sky. "It looks like the show is starting."

They didn't say anything else after that. They just sat there as the sky filled with falling stars.

Max watched. Most were gone in a blink. Some lasted longer. He had always thought that they were beautiful.

Tonight they only made him sad.

He saw Ben point at one from the corner of his eye. He didn't think anything of it until he heard Gwen scream and wave at him through the glass. Max stood and hurried to the glass. He turned to follow Ben's point and saw one of the falling lights slow to a stop just over a glow on the horizon. Over Phoenix, he realized with a shock.

Another light flew down from the still slowing meteor and an explosion lit the sky.