Other characters from the series will appear. BenXGwen, Ben 10,000XGwendolyn. Past events that have been mentioned have taken place in shows varying from the Original series to Omniverse. Warning: Maybe brought up to M in later chapters.

Disclaimer: I do not own Ben 10 or related shows, characters, or movies. OCs in this story are owned by Xxforget-me-not6xX. Do not use without permission.

Ch. 1: Thank You

Events following Ben 10,000.

Laughter, cheers, and chattered filled the Azmuth Building. Inside various characters alien and human alike, Plumber and civilian for Max's 80th birthday. Everyone laughed, danced, sang, and shared stories of Max's days as a young man. A woman watches as family and friends celebrate this occasion from a balcony. A man of the same age makes is way out of the crowd and walks over to the red head.

"Ben", the woman greets the 30-year-old man.

"Hey cuz." He leans against the balcony railing looking over Omnitrix City. The lights brightening the night as if they mirrored the stars in the night sky. He forgotten how beautiful the city was. He turns his head to Gwendolyn who was looking over the party.

The woman was so focused on the party she did not pay a attention to what her cousin was about to do to her. She felt a pair of lips touch her left cheek. On instinct, she puts a hand on the spot she was kissed. She turns to Ben who was smiling at her. He hadn't smiled like this in years.

The woman was blushing madly still in shock with what her cousin did. "What was that for?"

"I want to thank you for opening my eyes," said the man as he holds his female cousin's hands then looks back at the city. He closes his eyes as the night breeze flow past his face. "I've been so obsessed with protecting the universe that many times I forgot to protect himself. I was running myself ragged. After seeing myself, my ten year old self, it reminded me how much fun I had being a hero. How much fun we used have saving the world. The new aliens we meet, the adventures we go on. It more than just a duty back then, it was something I loved to do."

Gwendolyn started to reminisce the adventures they had since the first day of summer at ten years old. When Ben first found the omnitrix, their lives became anything but normal. Fighting aliens, super villains, mysterious creatures became a normal thing to them. Ben had proven to many alien species that humans were more than just another species of underdeveloped primates in the universe. He showed them what he was capable of, what the human species were capable of.

"Ben," a male voice called out to him. Ben looked up and turned his attention to a slender, yet muscular cat-like humanoid alien with blue fur, white face with black facial markings, and black goatee.

"Rook. Good to see you again", Ben came to his old partner and pulls him a bro-hug. Rook was surprised at the man's behavior.

"Ben? Are you feeling okay", Rook asked his friend a little confused.

"Even better than before."

Rook looks to Gwendolyn smiling. He was glad to have his old friend back after so long. "Your plan worked it seems."

"Yes. It did and I couldn't be happier", Gwendolyn smiled at the results of her plan to save her cousin.

"So what are we all doing out here when we should be celebrating gramp's b-day." Ben walked over next to his cousin and with one arm, he reached around her back and placed a hand on her side and pulled her closer to his side. The woman blushed as she gotten closer to her cousin. The two humans and Revonnahgander walked into their home to celebrate the rest of their grandfather's birthday.

Hours later…

The party had been over for an hour and Ben 10,000, Gwendolyn, Max were cleaning up the area.

Everyone had a great time celebrating their grandfather's long life, especially Ben. He had spoken to his parents and aunt and uncle for the first time in months. He even met his first cousin once removed, Shannon, Ken's daughter. Rook and Ben had reconnected their friendship and meet his wife, Rayona, and their infant son, for now named Young One.

The man was still smiling even after the celebration. Gwendolyn enjoyed sight of a happy Benjamin Tennyson.

After cleaning and saying goodnight to Max, both cousins were headed to the elevator. Both enter the elevator. Ben presses the button leading to his and Gwendolyn's home. The doors open. Ben allows Gwendolyn to exit first. The man follows his cousin down the halls as they headed to their rooms. The man decided to call out his cousin's name, "Hey, Gwendolyn."

Gwendolyn pauses at her bedroom door. She looks back at her cousin. "Yes, Ben?" Much to her surprise, Ben hugs his cousin and pecks a kiss on her cheek and looks at her.

"Goodnight. And again, thank you for everything." Ben walks out of the elevator and to his room. Gwendolyn felt her heart flutter like it hadn't done so in years. Not since Ben's personality change. She put her hand on her heart and smiled as she entered her room.

Back with Ben, he couldn't get his mind off Gwendolyn. She was there for him through thick and thin, good times and bad. Even when he was a complete jerk and all others gave up, she didn't. He had met many people, dated a few girls here and there, but none could handle him like Gwendolyn.

He liked Julie, but they had a falling out. She could stand Ben's new found fame, his time to time childish behavior, and finally the enemies and constant danger that came with it. He didn't notice that she was a rising tennis star or that she was in France. While in France, she fell in love with a rising French photographer. They decided the best move was to break up and just be friends. They had no regrets and kept a pretty healthy friendship. They would meet up whenever they were in the same part of the country or planet.

Kai, forget it. He dated her for a year until he broke up with her. It was all for the best. The woman mostly liked Ben for his shapeshifting abilities. She often times tried to get him to change into his alien forms, particularly her favorite, Blitzwolfer, when they were about to have sex. Many time Ben wanted experience it as a human. He would often wonder if she liked him for who he was as a whole or just as an alien. She liked her men exotic; humans were boring to her. Good thing he didn't tell he was a quarter Anodite, then again it was never brought up. Last time he heard from her, she married a Loboan and had twins. He have not heard from her since.

Gwendolyn, she loved him for all he was. As alien and human. He felt his heart beating at an odd pattern at the thought of her. He hadn't felt this way since the incident five years ago. That event was what caused him to lose his way. Ben soon fell asleep thinking of the times that he spent with his family and friends before that traumatic event.

Some of the following events have and will be mentioned will take place in shows may be altered to accommodate this fanfic.