Disclaimer: I DO NOT own Ben 10

Chapter 2 – A Birthday to Remember

They sat there on the small wooden dock for a couple more minutes, both not wanting to move from each other's side. After their kiss the two just sat there while Gwen leaned her head on his shoulder. Hand in hand they watched as the reflection of the clouds rolled by on the lake's surface.

It felt like they could just sit there forever that was until Ben suddenly spoke.

"Wait, so your birthday right?" Ben asked recalling what she said earlier when her power awakened. Gwen sat up straight and looked at him inquisitively, as if trying to decide if he was really serious. She caught glimpses of the memory he was trying to recall and it made her smile. Of all the things that he would worry about he was actually thinking about her birthday when she one up on him.

"Really you can't let that go can you?" Gwen asked as she raised an eyebrow at him. "Come on we both know that you secretly liked it"

Ben sat straight as well and then crossed his arms over his chest, determination clear in his face as he focused his gaze on her. Gwen stood up and took off all her clothes revealing her smooth skin and luscious curves covered only by a sexy two piece she bought earlier that week. She tried not to laugh as she saw how his determination instantly crumbled evident by the face he was making now and the jaw that almost dropped on the dock.

She closed his mouth with one hand and then gently gave him a peck on the lips. This snapped him back to reality making him remember the reason he was squeezing her with the truth.

"I'll tell you when you catch me." Gwen told him in a playful tone before making a run for it. With a quick motion he was able to stand up and got started in a dash towards her. However she had the upper hand, before he could reach her she immediately jumped in the lake.

Ben was able to stop at the last minute before he fell in with all his clothes on.

"Afraid of getting wet Ben? I thought the big bad Ben wasn't afraid of anything?" Gwen teased as she swam in front of him showing off her graceful movements. Ben quickly took off his shirt and pants and quickly threw it to where she placed hers. A soon as he was undressed he quickly jumped to where she was in an old fashion cannon ball style. Water splashed everywhere and even to Gwen's face so she wasn't able to see him get close to her.

He immediately took the opportunity and quickly embraced her. Gwen was surprised that strong arms were now holding her in place. Try as she might she couldn't get away from him so she did the only thing she could think of and that was to surprise him with a kiss. That did the job as his grip suddenly loosened enough for her to swim back towards the base of the wooden dock.

"Hey that was cheating!" Ben shouted at her as soon as he recovered from the kiss. Gwen only laughed at his complaint. She gestured him to swim towards her and with only a couple of strokes they were already side by side.

He held her once again in his arms but this time she had no thoughts of escaping his embrace.

"So now do you want to tell me what was really going on during that 18th birthday of yours?" Ben asked her as she simply made herself comfortable in his embrace. Gwen slowly started to tell him what really went on that fateful day.

Frank and Lily were busy at the kitchen when Ben arrived at the front door. As usual he just knocked on the door and called out before entering the familiar home.

"Uncle Frank! Aunt Natalie!" Ben called out. It took a couple of minutes before someone opened the door and to his surprise it was Gwen wearing a sports bra and work out pants. Unconsciously his eyes scanned her and saw how the clothes complemented her perfect body. She was covered in sweat evidence that he interrupted her morning workout, but something in the way her skin glisten because of the sweat made his primal instinct very active.

"Ehem" Gwen coughed to get his attention. "Are you going to come in or not?" Gwen asked Ben as she gestured him to come in. She wouldn't admit it but the way Ben was looking didn't make her uneasy at all but made her somewhat proud and happy that he liked how she looked.

"If I'd known better I could swear that he wanted to eat you." A voice in her head told her. Gwen shrugged off the thought as she escorted Ben to the kitchen.

"Good morning Uncle Frank!" He greeted his uncle with a smile. "Oh! I didn't know you had such a beautiful guest with you here?" Ben faked shock and teased his Aunt Natalie.

"Ugh!" Gwen shook her head at his antic. She somewhat felt a pang of irritation. Was it because the way he teased her mom or is it because she didn't receive a similar complement when he opened the door earlier.

"That's my wife." Uncle Frank told him as he threateningly pointed a spoon at Ben. "Stop teasing your Aunt, she might get ideas and go for younger blokes."

Aunt Natalie playfully hit him in the arm as she offered Ben some cookies that they had already baked.

"It's not nice to tease your elders Ben" Natalie told him as she gave him a warm smile. "But you really think I'm still pretty right?"

"Of course, Gwen doesn't stand any chance against you hands down" Ben told her causing Gwen to suddenly storm out of the kitchen.

"What could that have been?" Aunt Natalie curiously asked.

"I think she's just jealous of the cookies." Ben answered as he grabbed a couple of them and quickly chased after her.

It took him a couple of seconds to catch up to her in her room. He knocked a couple of times on the opened door but there was no answer. He came in and looked around but there was no Gwen to be found. As he surveyed the room he noticed that it was the same as how he remembers it, very clean and everything in its proper place. The sound of the shower snapped him of his pondering.

"Gwen?" He called out to her.

"I'll be out in a minute." She answered back. Ben threw himself at her bed and tried to get comfortable as he waited for her to come out.

It took her a full fifteen minutes before she walked out of the shower. Ben was stunned at what he saw, he expected her to come out fully cloth but instead she walked out in her bathrobe cleavage showing with drops of water still on them. He gulped at the sight.

"Damn she looks hot." Ben thought to himself as she walked over to her dresser.

Gwen suddenly looked at his direction.

"Did you say something Ben?" Gwen asked, Ben was caught by surprise but shook his head in reply. Gwen couldn't figure it out, she could have sworn he said she was hot but why would he lie to her when she asked him.

She tried to forget about the thought and continued to look inside her drawer for clothes to wear. Ben laid silently on the Bed watching her pick out her clothes and saw that she had a lot of interesting pieces in there. When Gwen pulled out a black bra and panty Ben suddenly whistled.

"I haven't seen that one." He thought to himself. Gwen looked at him with an eyebrow raised.

"You're a pig." She told him as she threw what she was holding towards him. She completely forgot that what she was holding was her bra and panty so a soon as it hit Ben square in the face she immediately jumped after it.

A huge crash was heard as they collided on the Bed. Gwen lay on top of Ben, both shocked from the impact of their collision.

"You know Gwen this is actually the first time a girl jumped me." He teased.

She quickly stood up making sure that her robe never showed anything that she was trying to hide underneath. Meanwhile Ben tried to sit up and fix himself.

They didn't say anything to each other but images came flashing into Gwen's mind. She saw herself in the same position as they were earlier but this time she was kissing Ben and he was answering each kiss back.

Slowly he inched his hand into her robe without breaking the kiss that they were sharing. Sliding over her smooth skin up to her reach mounts. Gently massaging one breast while moving his kiss slowly on her neck down to her free breast. Gwen was lost in that thought when she was interrupted by someone calling her from the door.

"Is everything ok here?" Natalie asked as she tried to survey the room.

"Yes mom Ben was just being mean. " She hit him on the arm playfully so her mom wouldn't think of anything weird.

"Well get dressed, we've just about finished with the food and your Aunt and uncle should be arriving any minute now." Natalie informed her. "And you" She pointed at Ben. "I need your muscle to help me with some lifting" She said with a smile before turning to leave.

"Sorry" Ben said apologetically before leaving her room.

Gwen was left there standing all alone in her room with no one else but her thoughts as company.

"What was that?" She thought to herself. It clearly woke something in her, something she never thought was there. She used to think about him as an annoying brother only but now that she has seen him grow up she finally saw the charismatic mature side of him.

"Where did those thought come from?" She asked the wind as she remembered hearing Ben make comments of her. Comments she never thought she would hear him say to her.

After pondering about it some more a mischievous smirk appeared on her face.