This takes place in an AU where Gwen didn't get knocked out by the epi-pen at the end of the challenge and Cody didn't get bitten by an ant.

Ugh, even after the challenge AND the elimination ceremony, Gwen STILL was under the effects of Cody's stupid epi-pen.

She hated how this epi-pen made her feel, she felt like she wanted to grab Cody by the neck and put her tongue down his th-

No, that was the epi-pen talking. Cody was an absolute pervert today, but he's usually not that bad, he didn't deserve violence. Maybe a kick to the kiwis, but not… whatever she was thinking.

Wait… was that thought as violent as she was making it out to be?

Suddenly, she heard someone enter the cargo hold and turned her bloodshot eyes to see Cody, speak of the devil, she supposed.

"What do you want?" Gwen asked angrily, her eye violently twitching, involuntary of course but it might give off the wrong idea.

"I… came to say I was sorry." Cody recoiled a bit in fear but spoke earnestly, and Gwen knew enough about Cody to know that he wasn't joking with her.

"You're… sorry…" Gwen raised an eyebrow.

Cody sighed in relief when he realized he wouldn't be getting pummeled and spoke a bit more confidently, "Sorry for not warning you about my lack of underwear when you used those glasses and for getting your hand caught in my epi-pen. I didn't mean for you to be stabbed by it."

Despite Gwen's state, she was still conscious and aware of her actions now that the worst of the effects have passed and in all honesty, seeing Cody being so vulnerable felt kinda cute…

Wait, what?

I mean, yeah. Cody wasn't butt ugly or anything but cute?

Well… she had to admit, he was pretty delicate, kind of admirable in her eyes. Sure he wasn't a saint but he still had that innocent energy in a way. It was kinda adorable, and she WAS kind of sinful.

"I'll forgive you if you do one thing." Gwen smirked at the geek.

"What's that?" Cody asked curiously, he would do what she wanted but he was confused that Gwen would ask something of him.

"Let me make out with you, me being the big spoon." Gwen said with half lidded eyes which made Cody's eyes widen in shock.

Sure, he's always wanted to do this with Gwen, heck, he WANTED her to dominate him, but like this…

"A-Are you sure you want this, you're under the… uh…" Cody trailed off cautiously.

"Cody, I may be epi-penned but I'm not going insane." Gwen glared at the brunette, "I think you of all people would know how this works. If you haven't noticed, I'm not delirious anymore and I'm speaking fluently."

Cody had to admit, Gwen had a point. The effects of the epi-pen did seem to be wearing off and Gwen was getting back to her normal state of mind. He didn't feel like he deserved this though, so he had to ask, "Why me?"

"Because when you aren't acting like a freak like you were earlier today, you're kinda cute." Gwen confessed quickly.

Cody blushed at the compliment, he still felt like crap but maybe… maybe he could live with this.

"F-Fine. Let's get this over with." Cody stammered in agreement.

"Over with?" Gwen laughed, "I'm in charge here Cody, and… I have a feeling you and I are both gonna be getting and wanting more than what you think. Besides, didn't you say this is the way you liked it?"

Cody's eyes widened, she was serious about this wasn't she?

Gwen immediately pulled Cody in for a kiss, which Cody kissed back, not eagerly since he felt unsure about this whole situation but he wasn't going to stop this anytime soon. He hated to admit it, but it felt so good.

It didn't take long for Gwen to start using tongue, Cody didn't give her much trouble before letting her tongue enter his mouth. Once it did, Cody started moaning, but it was muffled by Gwen's mouth on his but it was enough for Gwen to hear.

Gwen smirked as she removed her lips from Cody's, "Wow, you're so needy for me, aren't you? Has the Codemeister gone soft just for me?"

Cody felt ashamed when he heard that, it felt so wrong to feel that way when HE was supposed to be doing a favor for HER.

"Don't be upset, I'm actually enjoying this." Gwen reassured him before pressing her lips on him again but it wasn't on Cody's lips but on his neck, which caused Cody to moan again but this time it was more audible.

"G-Gwen, this feels so-" Cody began praising before Gwen clenched his sides, causing him to shut up.

"We don't need people hearing us or waking up, keep it down." Gwen hissed in annoyance causing Cody to look at his crush in shame. Did he upset her again?

"I-I'm not upset, okay. Just wanted to keep this private." Gwen said softly.

"Yeah… I understand." Cody looked to the side remorsefully.

Suddenly Gwen wrapped her arms around the geek and laid them both down.

"H-Hey, what are you-" Cody began before Gwen suddenly began snoring and nuzzling up to him, oh… right. Once the epi-pen wears off, it knocks you out cold.

Cody supposed he should get up and get back to loser class, but then he realizes how comfortable he was, how comfortable Gwen was, and the fact Gwen made the conscious decision to lay on top of him.

Cody decided he could let this happen.

After a while, Gwen woke up and realized that they were still cuddling each other, the epi-pen effects completely worn off and took in what she just did, what they just did.

It's not that Gwen didn't enjoy what she and Cody did, quite the opposite. She loved it, but thinking back, she practically mocked and degraded him as they were having their moment.

She felt so guilty for doing that to him, so she decided they needed to talk.

Gwen flicked Cody's head and immediately, he woke up.

"Huh… Gwen…" Cody said drowsily before waking up some more, "Did… Did I do something wrong?"

"No. I… actually was gonna talk to you." Gwen said remorsefully, "I'm sorry I took advantage of your crush on me. A bunch of feelings came hurtling at me when I was under the epi-pen's effect and I… I couldn't resist knowing what it'd be like to be in control. I shouldn't have taken advantage of your guilt though."

To her surprise Cody smiled at Gwen and blushed, "Don't worry about it. Technically you did give me what I want so I really can't complain… and honestly, I did kinda like it." He then gained a serious look however, "But… I gotta ask, did you like that?"

Gwen was shocked to hear that come from Cody but she had to make a choice, did she want to continue whatever was going on with her and Cody or nip it in the bud for figuring out if her crush with Duncan would go anywhere.

In a way, it wasn't that hard to decide, Cody wasn't Duncan.

"I actually really liked it." Gwen said reassuringly, "And if you tone down your antics, I'd probably be down with doing this again."

Author's Note: So I usually try to keep things in-line with canon; but sometimes I will deviate from the original season. This is one of those times. Gwen and Cody are pretty complex as a pairing, so I knew I had my work cut out for me. The simple manner was getting rid of any creepy bits which I hope I did well on. Of course, Gwen was the dominant one in this chapter because of course she would be. It's Cody for crying out loud.

Next Chapter: Alejandro wants to make sure he has a majority on his team in the future. He refuses to touch Owen and Izzy, but perhaps Noah will be more pleasurable to talk to.