Wow this is my third written story today, I am officially drained! I like the reviews I received, not many but the Ben10 fan base isn't that popular yet so I'll deal. Don't be surprised with this chapters events!

Disclaimer: don't own.

Spinning around in the intruder's arms she was well armed and prepared to strike but stop dead in her tracks and she came face to face with the man she had just called out breathlessly.

"Ben…"

"Gwen…" he mocked back and then leaned in to nuzzle her neck, Gwendolyn's eyes widen in shock, and then she recalled how this wasn't anything new. "Ben." her tone was serious.

"You really like calling my name today huh?" She shoved him off slightly and he looked up at her questioningly. "What's wrong?" she searched his eyes and saw that he truly didn't find his gestures or their…compromising positions a problem.

She looked down at her hand and alarm rang through her, shooting it up between them she made sure Ben's sights was only on the engagement ring. She was trying to remember. Are we engaged? Can we…do that?

He sighed and she looked at him, hoping for an answer, he pulled away and looked at her solemnly. "Must you remind me?"

"What…?" she was puzzled, something wasn't right. This ring…

"Grandpa won't be coming back for awhile, he's fixing the RV, and your fiancé…" the way he spat out the word with such disgust made her step back. " is looking at those ancient relics for the magicite you were so keen on exploring." She racked her brain to acknowledge his words, and slowly they were forming, generating into knowledge she supposedly already knew.

Lamely he finished out. "We have a good amount of time Gwendolyn." Instantly he was back to kissing her collarbone, trailing kisses everywhere and all she could do was moan, his caresses were so new, yet so familiar, it was obvious that they had done this before…but the question was, how many times before…and how far did it ever go?

Picking her up easily Gwendolyn squeaked as she instantaneously wrapped her arms around Ben's neck, he started to bring her down to him, hugging her close so he could easily kiss her lips passionately but instead she did a back flip and kicked him, successfully falling out of his grasp and allowing him to fall on his bum.

"Ow! Geez Gwendolyn, what's wrong with you?!" she fidgeted and then went on the offensive, like she usually does when she doesn't know how to respond. " I'm not in the mood! Just leave me alone Doofus!"

He smirked up at her playfully. "…Doofus? I haven't heard that in years…usually…" He got up dusting off his pants while he started to walk slowly towards her. "Usually…it's something like, Sweetheart, or Lover…and when you're mad it's definitely Bastard. But of course followed by the constant… I love you."

He was close to her now and he had reached for her hand and upon successfully grasping it started to place tender kisses on each knuckle, she was gaping at him in awe. His kisses did wonders to her body, and everything he was saying…

"Let's not forget when you call out my name when I-" Oh god. She immediately slapped him. "STOP!" bringing a hand up to his cheek he stepped back and examined her.

"Alright what's wrong. Are you really Gwendolyn?" She searched her surroundings looking for a quick escape and sighed when she realized even if she found one she'd have to face him sooner or later.

"I'm just…not feeling well, that's all." His look went from sour to compassion in an instant, and just as fast he picked her up. "Come I'll let you lay down on my bed." She thought about struggling but as she looked at his stern face, his jaw line set and strong arms circled around her she couldn't refuse.

"What we are doing is wrong…" her vision was blurry and she tried to blink it out yet failed, he gently cupped her face and brought it back to his own. "look at me." she sighed and smiled. He was even more glorious when naked. " I love you, I don't care." he gruffly stated. A mischievous smile playing on his lips.

Caressing the side of his face she kissed him lightly. "Than neither do I."

"Grandpa! Can I accelerate into town and get some food, I'm starving!" Ben's stomach grumbled loudly and Gwen merely looked at him disgustingly. "Pig."

"Takes one to know one." he stuck his tongue out at her after his remark and laughed when she threw her magazine down and went inside the RV. " Aw, Come on you're no fun when you give up so easily!"

"Ben dinner will be ready soon, we're having pig feet with calamari onions and a herbal ingredient I found in the woods not too far back." AN: I don't know trying to make up something weird.

Gwen proceeded to run out of the RV holding her nose. Ben looked up and smirked. "That bad?" she nodded. He got off his chair and raised his arm. "Time to go accelerate!" turning the dial of the watch he found his alien and pressed down hard to become the one he wanted to be.

"Alright, exxxxactly how I wanted." he spoke rapidly before turning to Gwen. "Come on." Taking one last look back at the RV Gwen shook her head. "Sorry Grandpa!" Jumping on Ben's alien back the two cousins proceeded to go into a nearby town. Upon finding an alley, Ben allowed the Omnitrix to revert him back to his old self and proceeded to walk out of the alley, Gwen in toll.

"So what are we going to get? We shouldn't take to long, just pack a few snacks to survive and get back. Ben. Ben are you even listen-" "There!" Gwen turned in the direction Ben pointed at and sighed. "Ben we have no time to sit down an eat…besides, when did you take interests in café-like establishments."

"Can you for once not use big words, and I'm tired…aren't you? We haven't sat down to eat in a decent place in ages, Come on, let's just go." he tugged on her arm and pulled her along and Gwen merely sighed in defeat.

Upon sitting down at a table for two a pleasant waitress came up. "Why aren't you two kids adorable, first date?"

"Ew No! She's my cousin!" Ben shook in mock disgust and Gwen did the same.

"What he said!" The waitress laughed and offered up her apologies. "So you two just alone, no adults with you?"

"No, we were out camping near here, we wanted to get a bite to eat before heading back on the road." She nodded and smiled at Gwen's response. "Alrighty what'll have?"

"Hmm…I'd like a hot cocoa with extra vanilla and…Oooo those chicken fingers look tasty." The waitress scribble the order down. " Do you want a side dish hun?"

Gwen shook her head and the waitress turned her attention to Ben. "And you little man."

"Hey I'm ten years old I'm not little." The waitress suppressed a laugh and merely smiled and Gwen hissed a "Ben" scolding him. "Whatever, I'll have…A Double pounded burger with French fries on the side. Coke also." Gwen glared at him. "Please."

"No problem darlin' I'll be right back with ya'll orders." the waitress gathered up the menus and walked away with a happy tone.

"She seems nice."

"Un huh." Gwen sighed and turned her attention to her utensils, Ben did the same and he started clanking them together out of boredom until Gwen's hands abruptly stopped him, gently slamming them down upon the table. "What!"

"That's annoying."

"Oh like your face?" She grew furious and huffed. "You're not funny Ben."

"Like I care what you think." She snapped her head to him in shock and then stood up. "You know what, I think I rather have Grandpa's cooking then sit here with you and your stupid immature behavior Doofus!"

At that Ben laughed with one hand holding onto his belly his other pointed at her laughing. "And…haha…you call me immature? Haha You're making a scene out of nothing and you finished your sentence with an immature name."

Gwen stared down at him, appalled, and well…embarrassed, Ben was right. She looked around the small café and sighed, people were staring. "Shut up." she muttered as she sat back down. She found her lap to be a very interesting place to just stare at for the remainder of their wait as her hands was barely on top of the table.

"Hey…" Gwen didn't look up. "Gwen." she didn't even flinch. "Oh come on." he placed his hand over hers and shook it a little, at this Gwen snapped her head up and looked at their hands, blushing she brought her hand out from underneath his and kept them at her side.

"Huh…what was that-" "Here's your food, all nice and hot!" the waitress placed the food down in front of the two kids and then placed the drinks down as well. "If ya need anything don't hesitate to call darlings."

"Thank you." Gwen mumbled weakly. Ben glanced up at her and saw she was avoiding eye contact with him so he just decided to try and eat his food. He found that to be a difficult task as he kept looking up at Gwen, opening and closing his mouth an effort in vain in trying to make amends.

When Gwen started to look for the milk to put in her coco Ben noticed it was on his side and he hurriedly grabbed it before she saw. "Here." he let out lamely, she didn't look up and took it gracefully not uttering a word of thanks and so Ben did what he usually does.

He stubbornly didn't let go. She looked up at him and stared uninterested. "Ben." Ben shook his head and his grip on the milk holder tighten, his fingers moving down a little brushing against Gwen's, her eyes widen for a millisecond but was soon replaced by irritation. "Ben, let go."

"Not until you say thank you."

"For what, embarrassing me?" she spat.

"Embarrassing you how?"

"Just drop it and give me the milk!"

"Not until you say thank you!"

"I thought the kiss should be thank you enough!" she almost yelled causing some people to turn and glare. Ben slowly let go of the milk and Gwen took it angrily, pouring it into her coco. He had meant for her to say thank you for giving her the milk…why did she bring up the kiss that happened about a week ago?

"Gwen is there something wro-"

"Fancy meeting you two here." Ben looked up to see the intruder whose face he wanted to pound in, when he noticed who it was he was taken back. "Edwin?"

Gwen looked up at the mention of the boys name. Edwin had been the grandson of Donovan, Grandpa Max's old friend, they met back when they got the chance to see Donovan's new underwater experimental developments.

Gwen smiled despite the situation that just occurred and placed her fork down. " Edwin! How are you?" Edwin smiled at Gwen, they were all about the same age, Edwin was just a little shorter than the two. Ben looked over at Gwen and frowned at the quick change of her demeanor.

"I'm fine, My grandpa is in town looking up to buy a few developing parts of the land and thinking of making more profit…"

"As always" Gwen smiled back in reply. "Right, what are you two doing here?" Gwen looked at Ben and then turned her eyes sadly to the table.

Ben piped up not wanting Edwin to get suspicious and start probing them with questions. "We just sneaked out of our Grandpa's RV and his awful cooking to grab a bite to eat."

"Oh, that sounds exciting."

"very." Ben drawled.

"Hey Edwin why don't you join us?" Gwen called out, Ben looked at her curiously and was somewhat hurt, he actually just wanted to spend time with Gwen, sure he doesn't show it very well, but I mean come on, it's Ben, what do you expect?

"Well, I would be inclined to say yes but I'm afraid I have to find my Grandfather soon."

"Oh that's too bad." Gwen replied but smiled nonetheless. Edwin looked at Ben and then back at Gwen.

"Gwen…Um…may I ask how long you are staying in the area?"

"huh…um, I don't know maybe another night. Why?" Edwin fidgeted slightly and glanced at Ben quickly before turning his attention back to Gwen, Ben glared at him suspiciously.

"Yeah. Why Edwin?" Edwin ignored Ben's comment and continued on his 'mission'.

"Well…I was wondering, there's a nice movie theater up the street, and if you had nothing better to do-that is-if-if you would find it alright…"

"Are you…asking me out?" Gwen asked in surprise. Edwin merely nodded bashfully and Gwen diverted her gaze to Ben whom was just staring at Edwin. She contemplated what she should say, normally she wouldn't mind, but she didn't want to go without Ben. Was that odd?

"Ew…you wanna go out with her? Good Luck, don't say I didn't warn you if you end up with a disease of nerdiness."

Oh that's it. Gwen fumed. "That's not even a word you Idiot!" Turning her attention to Edwin who was just smiling in confusion she provided him an answer. " I would love to go out with you Edwin."

And Ben just stared at Gwen with a frown, as she did him with a smirk.

He placed her on the bed softly and she looked at him, he smiled in such a serene way she couldn't stop herself from letting her hand glide over his lips and then land softly on his cheek. He placed his hand on top of hers and moved his face to kiss her palm gently, sweet chaste butterfly like kisses as he kneeled down before the bed.

Sighing she closed her eyes gently and felt him begin to rub her hand. She heard him mutter that a perfect opportunity was wasted and she felt herself chuckling lightly. He then grazed his fingers over the ring. The ring. her eyes snapped open and she turned to look at Ben as his gaze upon her was so filled with kindness, and gentleness yet such intensity that she almost wanted to cry.

He was circling his finger around the ring for a reason, he wanted it off, he always wanted the ring to come off whenever he was with her, just him and her. Getting up from his kneeled position he sat on the bed and leaned over to kiss her on the forehead, his hovering body and intoxicating scent penetrating her senses and she knew he didn't have to do much more to get her to give into his will.

Sitting up she encircled her arms around his neck and pressed her forehead against his own, lips mere inches apart, behind his head, where her fingers were interlaced she successfully popped out the ring and pulling her right arm back that held the ring, she looked at his eyes glazed over with a mix of lust and love. Placing the ring on the table stand near by, Gwendolyn draped her lips over Ben's.

Please forgive me Edwin.

AN: Like the length? Hehe I love positive feeback or constructive crit. So! Review Please. Thanks for all the lovely one's for chapter 1.