This chapter follows Helen's point of view. Hope you enjoy.

Helen walked over to where Gwen and Julie were setting up their tent, her cheeks flushing and fists clenched. "Ughh, boys are so stupid!" she exclaimed.

"What'd Ben do this time?" Julie asked.

"He— uh well… it's not just Ben," she stammered. "I mean—just look at them!" Helen pointed to where Manny had Ben—as Four-arms—mostly pinned to the ground. Ben kicked up with his feet, launching both Manny and himself into the air and landing on top. But Manny rolled and regained control.

"Boys will be boys," Gwen chuckled.

"Yeah don't worry about it," Julie added, "that's just their idea of fun. I'm sure they won't hurt each other too bad."

"SHIP-SHIP," chirped the little green-and-black blob in her arms.

"See, even Ship agrees," She said.

At that point they heard Max calling everyone to dinner, and turned towards the glow of the fire Alan had built. Helen sat down on one of the logs by the fire and grabbed a bowl of whatever it was the old plumber had thrown together. It looked like oatmeal and grub worms. She took a bite anyway, and gasped. There was so much flavor. It was so sweet and gooey, and sour, and spicy, and each time she bit down on one of the worms it would squirt delicious juice all over her tongue. She continued eating happily and before long her bowl was empty.

"Wow, Max, it's delicious!" she exclaimed.

"Glad you like it. At least someone around here appreciates my cooking." Max replied turning his eyes toward Ben and the gang.

"Hey, I appreciate it," said Kevin, "I just wish it was a little more edible."

"Kevin!" exclaimed Gwen.

"What?" he called back.

"Yeah I'm feeling full too," said Ben, putting down his untouched bowl of goop. "Here, Helen. You want mine? I'm full, so I'm going to go have a rematch with Manny." he picked it up and held it out to her, smiling. "Don't worry, I didn't touch it yet," he whispered.

"Oh sure thanks Ben I—"

She was cut off as Manny rebounded: "What, so I can whoop your ass a second time?"

"Hey hold on a second," Kevin cut in, "it's my turn next."

"Please," Manny snorted, "I could kick your tail to the road and back with three arms tied behind my back."

"Could not."

"Yeah, I could!"

"No you couldn't, Four-eyes."

"Oh you wanna go, Metal-head?!"

"Bring it on."

"STOP IT YOU TWO!" Helen burst out. "JUST STOP IT! YOU'RE ALWAYS FIGHTING, WHY CAN'T YOU JUST GET ALONG? NOT EVERYTHING HAS TO TURN INTO A FIGHT. UGHH I CAN'T TAKE IT ANYMORE!" Tears streamed down her face as she sped off through the trees; she couldn't stand them another minute. Why did Manny have to be so hot-headed? Always thinking with his fists instead of… actually he didn't think at all. He just acted, always trying to be so tough, even when there was no need for it. God she hated him.

Before long the trees opened up into a vast field, and she looked up at the sky. The stars sparkled and danced. She hadn't seen so many stars before; the lights of the city had always blocked most of them out. But here, with no other light but the moon, she couldn't take her eyes off of them.

"Oof!" She collided with something and came tumbling to a stop in the middle of the grass. 'Stupid,' Helen thought to herself. She should have been watching where she was going. She looked up to find herself trapped within a blue vortex. Rather, something blue was running extremely fast in a circle around her. Whatever it was kept going for a full minute before skidding to a halt right in front of her.

Helen gasped, she could have been looking at a mirror—well, sort of; standing before her, staring deep into her eyes, was an alien just like her. His thin torso, claw-like hands, and streamlined helmet were like jet black onyx, whereas his sleek arms, curled feet, striped tail, and smooth face were all beautiful cobalt blue. She stared straight into his amber eyes and found herself rooted to the spot under his gaze.

He smiled and let out a chuckle. "Gotcha!" It was then that Helen noticed the Omnitrix insignia on his chest.

"Ben?" Of course, she should have realized: Ben had the Omnitrix. He could transform into thousands of aliens. Why not this one? Still, she'd never actually seen another that looked like her. Helen had been told her father was a kineceleran but he had died when she was very young.

"Yep that's me," He said. "You seemed upset back there so I followed you. I figured you could use someone to talk to."

She smiled. "Thanks Ben. I just can't stand the way everything with Manny is either an argument or a fight. He never listens. He just gets angry and then does something stupid. It's how we lost Pierce in the first place." She slumped, arms hanging limply at her sides, while her eyes began to tear up.

Ben sighed. "Yeah, he can be like that. To tell you the truth, he was starting to bother me too. You know what I usually do?"

"What's that?" Helen asked, looking up.

"Normally I'd go for a nice walk, but in our case… let's go for a run," Ben said, smiling once again.

Helen turned, and then grinned. "That sounds like a great idea."

"Race you to the top of that mountain," Ben teased, pointing to a mountain far off in the distance. Instantly she was a hundred yards away, zipping along at top speed on her wheel-like feet. "Are you sure you can keep up?" she called back over her shoulder. In the next instant he whizzed past her as if she were standing still.

Looking back, he grinned at her. "Can you?"

She sped on, trying to catch up to him, but he always seemed to be just out of reach. Clearly he was teasing her, so she decided to fall back a little. Sure enough, he slowed up to match her speed, then she flew forward and grabbed his tail, using it to pull herself forward and him back. This also caused him to stumble as he let out a cry of alarm.

"Caught you" she called. He regained his footing and shot forward like a bullet.

They had reached the base of the mountain by now and were running uphill. Ben zipped to the side and began running up a river that was running down the mountain.

"Check it out, I'm running uphill and upstream," Ben called. Helen laughed, she'd never thought of that.

"I could do that," she called back, and ran over to join him. The second her feet touched the water, they were swept from under her and she sank into the freezing cold river. Helen found herself being tossed and hurled around by the swirling current. She tried opening her eyes but it was of no help; She could not orient herself enough to tell which way was up. She tried to scream but ended up breathing in water. Her head was spinning, and she started to black out.

Just before she completely lost consciousness, something grasped on to her leg and ripped her out of the water. When her vision finally cleared, she was on her back, staring up at a very worried looking Ben.

"Come on Helen, breathe!" he was saying. She sat up, and coughed up what felt like a gallon of water. "You alright?" asked Ben, still worried

"Yeah I think I'm fine, thanks Ben you saved me," she choked out between coughs. Helen jumped up and hugged Ben tightly. When she sat back, she noticed he was blushing, and not staring directly at her face. "Ben, are you ok?" she asked, frowning.

"I'm sorry" he said, turning even redder, "it's just that you're very beautiful." He inclined his head. Helen looked down, He had removed her jacket. He must have needed to remove it to keep her from freezing. She still had a black shirt on underneath but since it was soaking wet, her form was still exposed. So that's why he was staring at her like that.

I hope I did OK; writing a female persona is difficult for me. And sorry about the cliffhanger, it was just getting too long. There will be lemon in the next chapter, I promise.