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This is my first fanfic for Ben 10.

The couple of this story: Ben and Gwen (If you don't like, don't read!)

Rated M

Rated for sexual themes, crude humor and mild language.

Disclaimer: I don't own Ben 10

Dedications: I dedicate this story to DarthRuneis

Warning: later in this story, there WILL be mature content! If you think incest is wrong, don't read! I do take into consideration the fact that they are kids, so in a lemon, the aren't professionals, their 12. (Yes, they are two years older now) They don't know all the positions! This might throw some humor into the lot, we'll see.

On to the story!

The fiery hurricane shot down the sky, releasing Heatblast. "All in a days work" Heatblast said proudly as he brushed his hands together, becoming Ben again.

"Good job Ben!" Grandpa Max (From now on, I will refer to his as just Grandpa) said as he shut the RV door. "Now as I promised, we'll go to McDonalds."

"Yay!" Ben cheered as the RV started to drive off.

They all got their food and started back to their home-away-from-home. Ben opened the large door and they all went to the table to eat. Ben wasted now time, stuffing his face with a handful of fries.

"Slow down Ben, you might choke." Grandpa suggested as he delicately removed the wrapper from his burger.

"Fine" Ben stated with a mouthful as he took a sip of his fountain drink. He quickly finished up and glanced at Gwen, who barely even started to eat. "Can you move, I need to go see if we have anything else to eat." He asked, looking up at Gwen.

"Here, you can have my fries. I'm not that hungry anyway." Gwen offered as she got up. "I'm going to go have a shower."

"K, thanks Gwen" Ben replied as he grabbed her fries. A few minutes later, when Grandpa was done, he looked at Ben. "I'm going to take a nap, I'm exhausted. Can you wake me up in an hour?"

"Yeah, sure" Ben replied not really listening. In a few minutes, soft snoring could be heard from behind him. He heavily sighed as he walked over to his room, to get his wrestler cards. He sorted them into his brand new card protector binder. After about 20 minutes he eventually got bored and walked over to the table and to Gwen's laptop. 'I suppose I should ask' he thought. With a mind lost in boredom, he opened the door to the bathroom. He gasped at what he saw. There she was, Gwen, after she got out of the shower, her top totally exposed. His cheeks reddened like a tomato. Gwen glanced back to see what the sound was. She too gasped.

"AHHHHH" she screamed as her cheeks reddened like Ben's.

"I'm sorry, I'm sorry, I'm sorry!" he quickly replied as he shut the door. 'You didn't see anything, you didn't see anything.' He repeated in his head, trying to convince himself he didn't see Gwen's exposed chest. He sat down on his bed, completely traumatized be the image that lingered in his mind. 'You didn't see anything, you didn't see anything!'

A few minutes later, Gwen, in a robe, walked out of the bathroom, with an embarrassed look on her face. She sat down on her bed. "Ben" she asked quietly. "Can I talk with you…for a minute?"

Ben slowly looked her in the eyes. "Yes Gwen, but first I have to apologize." He took a breath and continued. "I should have knocked first, and I shouldn't have stared, and I'm sorry, so if you want to slug me one go ahead." He pushed up his shoulder.

"No Ben, I'm not going to slug you." She calmly replied. "But I want to ask you a question." She said as she stared into his eyes.

"Ok, shoot" Ben said as he scratched his head.

"Why did you come into the bathroom in the first place?"

"I was bored so I went to ask you if I could play on your laptop. I went to go and ask you if I could use it. I was so caught up in thought I forgot to knock on the door. Than the 'incident' that we will never ever in a million years talk about happened." He replied.

"Oh" she said with a hint of disappointment in her voice. "You can go on then," she said. "I'm going to finish up"

"Thanks, and sorry again." he said as he got up and went over to the laptop.

Gwen walked into the bathroom and shut the door. Ben sighed, "Why would she want to know why I went into the bathroom? Whatever." He inquired to himself as he started up the laptop. After browsing on the web for a while, Gwen came out of the bathroom and sat on her bed, found a good book, and started to read. Ben went to the main screen to see if he could play a game. After searching threw Gwen's files, he found something, a link that was called Diary. He clicked on it. It was Gwen's laptop diary. The one he read a little bit of when he went upgrade. (In the episode called secrets) he closed the link, knowing it was wrong to snoop, and he didn't want to make Gwen more embarrassed or madder than she already was. After a while, he looked at the time.

"Grandpa, wake up" Ben said as he pushed his grandfather's should.

"I'm up Ben, thanks," he said as he sat up. Gwen moved her book and saw her grandpa. Then she continued.

Later that night, at around Ben's bedtime, he sat on his bed, watching Gwen on the computer. She was unaware that Ben was watching her and opened up her diary and began to write. Ben looked at the first word, 'today'. Was she writing about them? About what happened earlier? He looked up at the roof, completely lost in thought. I practically no time at all, he was asleep.

Ben opened his eyes, only to have them tormented by the sun. He glared his eyes to get a better look. He glanced down and saw Gwen peacefully resting. For some reason, he didn't know why, but a small smile crossed his face. She just looked so calm and for some unknown reason, it cheered him up. He jumped out of bed and to his favorite place in the RV, the fridge. He browsed for breakfast. There was nothing really interesting so he got a bowl of cereal and a glass of orange juice (From concentrate) and began to eat. He looked over and saw Gwen's laptop. 'I'm sure she wouldn't mind. I'm sure she'd rather that I not wake her up to ask.' He thought as he started the laptop up. When it was ready, he browsed and found the diary link. 'I know I shouldn't do this but…' he opened the latest entry. It read:

'Today has to be one of the weirdest days of my life. It started like a regular day. Ben became an alien and stopped 3 robbers. After that, we went to eat at McDonalds. I gave Ben my fries and then I took a relaxing shower. After I was finished, I got out and dried off. I was getting dressed when Ben accidentally walked in and seen me topless! After that, I came out and he apologized to me. He NEVER apologizes to me! After that I asked him why he came in. he said to use my laptop' Ben quietly gasped as he read on. 'I am sad though. I thought he came in to see me. I know that this may be crazy, but I think I actually am starting to develop feelings for him. I think I'm crazy! I know it's gross and all because we are cousins, which is why it breaks my heart to know I will never be together with him. And even if we weren't cousins, I still wouldn't be together with him because he practically doesn't even like me. I guess I'm meant to be alone for the rest of my life:('

"Gwen" he whispered to himself. Little did he know that this time Gwen was watching him!

"Are you reading my diary?" Gwen asked as anger started to rise within her.

"I can explain," he said softly

A saddened look crossed Gwen's face as she got up and walked away.

"Wait" Ben said as he grabbed Gwen's hand.

"What?"

"Your not crazy." Gwen's face seemed to soften as she looked at him.

"What do you mean, I'm not crazy?" Gwen inquired.

"You see Gwen, truth is I've been hiding the fact, that I like you too…a lot." Gwen's eyes brightened. "I know, even though we're cousins but…yeah" he trailed off. He looked her in the eyes. "I guess what I'm trying to say is I…I love you Gwen."

"Ben, I love you too, I…" she was cut of as Ben passionately pushed his lips against hers. Her eyes where wide with shock, but closed as she returned the kiss. They pulled apart, madly blushing. "Ben…" Ben put his arms around her, welcoming her into a passionate embrace. Their lips joined together again. They closed their eyes peacefully. They pulled apart at the sound of grandpa Max stirring in his sleep. Ben put his mouth next to her ear.

"Don't tell him ok, at least, not yet." He whispered to her. "I don't what him to know about…us."

Gwen smiled "Me neither, not for awhile. I'm tired, I'm going back to bed."

"Ok" Ben smiled as he too returned to his bed.

Well I think I'm going to leave it there. I hope you enjoyed the first chapter. If you have any questions, feel free to email me at