So, first up, an author's note to explain what my story is doing - it gets a bit tricky with this chapter. As you all can see, I've gone beyond LMR into Breaking Point Classic territory. I didn't set out to do anything this ambitious when I scratched my first itch, but it kinda grew on me. So with multiple sources of inspiration and particularly Shadows' indulgence and encouragement, this is where I need to make a break from BP Classic. Like I've said before, I don't have any clues into the Reboot other than what's in LMR and BP Classic, so if there are any tie-ins with the Reboot I'll find out when everyone else does - I'm looking forward to it!

Everything in BP Classic up to chapter 5 happened in this story. I put additions to BPC Ch 5 in this chapter - the two skip back and forth a bit. You can read BPC Ch 5 first, then do this, but if you want to keep the different parts in sequence here's how:

Read this chapter before BPC Ch 5, then read that, but not the whole thing. Ch 24 of my story picks up with the kids going to a clothes store after leaving the Sunglasses Hut. After that my AU goes off on a tangent.

Thanks for reading along so far! And leave a review - like it, hate it, suggestions, whatever.

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Merlin's Office

Undisclosed Location

November 2, 2000

1400 Local

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"... my team approached the objective on schedule at 0130 Galactic Standard Time, taking up positions 6 meters apart when we were 250m from the target. All personnel had comms operational on the primary channel and using night vision devices set to enhanced IR, there was not enough moon or starlight for visual light amplification. Squad advanced west north-west in line abreast making good progress when the left flank took sporadic plasma rifle fire at about 0134GST, 6 seconds later the right and center started taking sustained rifle and plasma lance fire, far more intense than anticipated from intel reports. Estimate more than 24 separate adversary shooters spread in line abreast 40 meters away from us, from flank to flank. I gave the command to fall back and find cover when my left flank started taking heavy weapon plasma and projectile fire from behind us. The squad compressed to defensive positions 3 meters apart as we retreated, focusing fire to neutralize the heavy weapons first and establish a defensive position. ..."

Jim Huxby stopped reading the antiseptic account about the progress of the mission cockup and slammed the 10" electronic tablet on the dark hardwood desk in front of him, hard enough that the glass thing shattered, sending slivers across the desk. He swore loudly and brought his hand to his face, removing a shard from his index finger before sucking the finger clean of a drop or two of blood. He let out another vile curse - the damn tablets were getting more fragile than the first generation fondle slabs, as the kids who wrote the software called them. Or maybe Earth forces had been performing better with the alien skirmishes back then, so he didn't feel the need to indulge his anger at mission failures on the bloody things. He called to his aid in the outer office. "Swanson! ... Lt Swanson!"

"Sir?!"

"Since when do I have to call for you twice?! ... Get me a new tablet, pronto! And get this ... thing out of here and have it pulverized properly! I don't want anyone dumpster diving us and reading about these disasters!"

"Copy that, sir! ... Sir? The colonel is here."

The man with call sign Merlin sighed in frustration. "Send his sorry tail in here."

The lieutenant turned from his boss' office back to his much bigger and exhausted looking senior with an apologetic look. The bird colonel barely had an hour to write the after action report after seeing to his men in the infirmary after their extraction, and now he had to face Merlin's wrath. The older man let out his own sigh and pointed at the tablet on the side of the gray metal desk that was new issue at the beginning of the Cold War. "This the thing he's ranting about?"

"Yes, sir. I always have at least two on hot standby."

The colonel shot him a sardonic grin. "Good thinking, LT! Always good to anticipate the boss' destructive tendencies. ... I'll take it in for you."

"Oh, uh, gee sir, he told me to do it. I don't think he'll be happy if you do ..."

"He's never happy, son, haven't you figured that out yet? There's no point in you getting bitched out with me over my sitrep Give it here." the big man said, holding out his hand.

"As you say, colonel" the young officer said as he handed over the new device with a tight grin. He let out a soft sigh of relief as the colonel started for the center of gravity for Terran defenses.

The senior officer walked into the dark office covered in deeply stained mahogany paneling, a holdover from when it was built during WWII. He never liked it - it was too dark, too full of painful decisions that resulted in too many young men and women being ordered to do difficult, deadly things on behalf of an oblivious world. A world that was so caught up with petty international squabbles. Focused on short term, stupid issues that weren't all that hard to resolve. Or shouldn't be, anyway. If the leaders really knew the horrors and malignancy that existed out among the stars, they'd be working on far more consequential problems. Horrors and evil that were turning their attention more and more on Earth.

The old man was standing with his back to the door, hands clasped behind his back, staring out a window at an overcast, drizzly landscape. The colonel took half a dozen steps and stopped, standing there with the new tablet in his left hand. He brought it up so he could read the display and called up his after action report with a swipe of his right forefinger.

"I know it's not what you want to read, Jim, but busting the device because you don't like the message isn't the best way to deal with the situation."

"Is that so, Whiskey Tango Foxtrot? Perhaps you can enlighten me with a more sedate way to handle how a simple recon mission turned into such a cluster fuck!?" Merlin snarled. "Half your team are casualties, and now I'm down six combat operators while they recover when what I really need is two dozen more! Not to mention the lack of intel on the target you were supposed to be bringing back!" Merlin finally turned around to face his subordinate with a dark scowl.

"I don't know what you think you know, Merlin, but whatever it is you don't know jackabout how that op went! My team didn't screw up!" The colonel raged in return. "We did everything by the numbers with the intel we had. We walked into a furball when we were told by the A2 that the enemy were out of garrison - there was supposed to be a light guard force, not two platoons of combat troops!" The warrior's mix of Air Force and special ops experience was on display as he mixed air and ground combat terms; not that he was emphasizing one over the other. They were just the facts of his background.

As was his ability to lead his elite team of force recon operators. His record of effectiveness spoke for itself, or it should. He grimaced to himself at how quickly and badly that mission went sideways; he should have seen it coming and reacted faster. He was almost twice as old as the next most senior troop on his team, long past the time when he should be focusing on coddling his family, especially the grandkids, and living the life of Riley in peace. Maybe it was time to hang it up. Again.

In a way, he was. Focused on the kids, that is. The mission was a direct result of what those two youngsters had done in the desert city, and subsequent reactions from on- and off-world. Most of the galaxy were overjoyed at the news of Vilgax's demise, but the warlord's people took a dim view. Factions of the Chimera Sui Generis had plans to eliminate Ben and Gwen - fury at the boy was easy to understand; the focus on her less so until you took into account that the video of the pink force crushing the massive, supposedly invincible combat drone was more popular off-planet than on the 'Net. Besides the death of their most revered and feared battle commander, the seemingly trivial defeat of one of their most formidable weapons was too humiliating to accept, particularly at the hands of children. The aliens traced the destruction to her as well as him, making her just as enticing a target as her cousin - and some were responsible for recent skirmishes with Plumber forces.

And that was on top of the plots by various factions of terrestrial criminals and assorted bad guys the kids had dealt with who wanted the Watch and didn't care who they had to go through to get it. Even a couple pre-teens. The most persistent and worst were the usually bumbling Forever Knights - their internal squabbling over who was the leader had kept them from being much more than an irritant. A serious contender for that title was emerging, though, and the factions were starting to be coordinated in goals and tactics. They also were somehow obtaining embargoed off-planet weapons and other technologies; they couldn't be written off as a bunch of wannabes any more.

Jim harrumphed. "And that's why your scout team was there, Colonel, to verify what the overhead collectors were showing. Or don't you remember the point of tactical intel?"

Max just scowled as he clenched his jaws, so Huxby pressed on with less fire in his voice. "I've read your report, NASA, but I want to hear the details directly from you. What the hell happened?"

"What else do you want me to say? We got beat back."

Jim snorted. "Beat back?! You mean beat to shit, according to your casrep."

Max argued back. "It wasn't that bad, all my guys will be up and back at full strength in a few days, and ..."

"Tell me, Whiskey," the grizzled old man interrupted coldly, anger noticeable only if you had experience with him. "Do you let your senior troops sugarcoat a report and let them blow smoke up your ass?"

Max just glowered at him - he'd said almost the same thing to his intelligence cell chief under similar circumstances after they returned to base.

"Thought not. Then please do me the same courtesy." Jim finally took his seat behind the desk and waited as Max took one of the plush leather chairs on the other side of it. There was no point flogging this dead horse any more, he'd made his point and Max got it. The enemy did have a say in how combat plans got executed, after all, and this time their point of view won.

"Listen, Max, your team isn't the only one that's had their ass handed to them. Four others in the past seven weeks got the same, or worse. The aliens are using more advanced weapons and their small team tactics have caught up to ours, and the bastards are better at it, if only because they have more to work with and don't care about combat losses! We're against the ropes, and we need to disengage and recalibrate our effort. And we need time to sort out some new intel - something about aliens teaming with the damn Forever Knights, and some new reports of advanced sorcery going on."

The old grand strategist locked eyes with Max. "And you look like hell. You're in no condition for any more field work. ... So now we're going to talk about Project Chimera..."

Before he could get another word out, Max half-stood from the chair and exploded "NO! Those kids need to be kids, all of them. I've told you before, this isn't right! We can't steal their childhood from them and force them to be soldiers. Not before they've even gotten hair one between their legs!"

Jim laughed harshly. "Most of those kids stopped having the lazy fun summer a long time ago, and yours were the first. Face it, Grandpa, like it or not they aren't run-of-the-mill children. And their situation is nothing like what's happening in third world shit holes! Don't try and lay that on me!" he spat out.

"You know as well as I do how alien civ- no, they aren't civilized - how those races use their offspring. The worst ones can just order up a surge of combat ready younglings like they were mass-produced in a factory. Which they are. And we're stuck with our biological processes; we can't compete on quantity. But we may have an edge with unique capabilitiesand quality, an edge we can't afford to ignore any more. ... And it isn't too much to ask that your two start helping with training the others, even if just as examples. Not to mention contributing to their own defense."

Max glared at him, then let out a bitter laugh. "Then the jokes on you, Merlin. They haven't done anything like that since... " His voice uncharacteristically hitched, but he pressed on. "... since they dealt with Vilgax, and Ben got rid of the Omnitrix."

Huxby returned the stare and hummed. "Ummmm. Yes, we noticed. Shame, that. If you'd brought them in like I ordered the shrinks might have been able to figure out a less drastic approach to their problems. Instead you take them off-planet and the next thing we know he's sulking around with a bare wrist like he's just another little boy who doesn't know squat about anything." He leaned back in his chair and brought his hands together fingertips to fingertips over his chest, like he was having a discussion over whether good single malt Scotch should taste like smoke or peat.

"Guess there's no need to include him in the training then. The Witch still has her pink aura, though, even though she hasn't practiced with it much lately. What could she be capable of with a proper teacher..." he mused, striking a thoughtful and concerned pose.

"How do you think doofus and dweeb will handle being separated? With her on-post and him a half hour drive away, they won't really have opportunities to indulge their private activities, will they? So much for his grades. ... Still, on the plus side their parents will have one less thing to worry about, won't they?" he said in a mildly bemused, conversational way. Max fumed at the depth of the intrusions into his families' lives and the not so subtle implications.

The old man sighed. "Don't worry, you'll be with her to get her over the sads. And he's a tough little cuss, he'll sort it out on his own, I'm sure." He stopped talking to let that fester in the air. "Then again, it wouldn't surprise me in the least if he still has the thing. He just hasn't had any motivation to put it back on. If I were a betting man I'd put a substantial wager on the Watch making a reappearance." The fake friendly tone disappeared as he leaned forward and put his hands on the desk. If a cobra could talk it would sound like what he said next. "I'll win that bet, won't I?"

Max took a deep breath and let it out slowly as he worked to stop grinding his teeth. "You really are a dirty bastard!" he said softly. He worked harder to suppress the urge to lunge over the desk and choke the life out of the SOB.

He looked his long-time senior in the eyes, but neither said anything for several moments, the words lingering in the silence. Finally, Merlin shrugged and spoke again.

"You see the same intel reports I do. You know what the situation is, and what's at stake." Max took a long pause before he replied.

"The ones you don't keep to yourself, you mean."

Jim waved the criticism away with a hand. "Command can't be done by committee. As you're well aware. .. And you didn't want the job, as I recall." He didn't break eye lock with him through any of that, Max noticed, and neither would he. No apologies by either for their positions.

"We need them. Now. We can't afford to wait any longer." Jim said firmly, as if it were self-evident.

Max had to try once more to get his superior to rethink his position, to be the hero Ben and Gwen saw him as. "Those kids aren't weapons to be used!"

"Well, that's where we disagree, isn't it? You see it as the loving grandfather of the two most powerful ones. I'm the luckless git who has to figure out how they can prevent the destruction of Earth. The way I see it, they need to be if that means stopping the subjugation or extinction of mankind. The end of the world is coming, NASA, unless we do something about it. So as long as I'm sitting in this position, they are if I say they are. ... Or don't you want your grandkids to see theirs?"

Max rubbed the back of his head angrily. As military strategy, he understood everything Merlin said. Agreed with it, in principle at least. But these were kids - his kids - that prick was talking about so casually, not manufactured weapons!

"Sorry to have to be the one to tell you this, Colonel, but there it is. Sucks to be you, as the junior troops say. ... But right now you have a say in how much it will suck to be them. Your new assignment is to go home and start getting the kids - the families, too, although they're lower priority - ready for their training to start. The base is just about ready and Hallam will be opening it a month or two after New Years." He looked across the room, glaring at the ornate plaques hanging on the wall representing the world's armies that had a part in Earth's defense.

"Damn post could open next week if the Army would get over their fetish for pretending our enemies will leave us alone just because of our holidays!" he grumbled.

Max sighed in one last act of desperation. "And if I refuse?"

Jim returned his focus to the man on the other side of the desk and narrowed his eyes. "You know me, Whiskey Tango. I'd rather you be their handler, things will be easier that way. But there are ways to get them into training without you or their parents' permission or even putting up a fuss. Hell, I can make them think they're volunteering to do it. You know how creative I can be ..."

Max shuddered. Merlin was nothing if not brutally dedicated to the mission.

He'd seen and felt the schemes the old bastard had taken to perform that mission. This was the first time he'd gotten so tangled up in one, though, and it stank of borderline evil on its own. But, trying to be dispassionate about the subjects of this one, he couldn't come up with a more effective alternative that would spare his grandchildren. And the other kids.

He sighed deeply in resignation, noting on Merlin's face a trace of the sardonic look he'd just used on the young man in the outer office. "All right. I'll do it. ... But I want assurance that I have authority over the nature and timing of their training, and their missions." He stared intently over the desk as Huxby nodded curtly in assent.

"Just get them ready. And don't try to take forever doing it. Then we'll discuss the missions they're given."

His mission now was Ben and Gwen, and the other parents' kids that were getting sucked into this mess. He would be equally brutal in how he protected them.

"I'll go back to Bellwood as soon as my team gets a new leader."

Huxby barked out a short, humorless laugh. "That's already been taken care of. Get your ass home and get to work."

He turned to retrieve the tablet that somehow made it to his desk, Max already dismissed with no more than a look as he swiped a finger across the display to show the next report queued up on the alien technology. "Swanson! Get in here and get rid of this junk on my desk."

Max pinched the bridge of his nose with his right hand and sighed quietly again as he stood up and walked out. He knew that son of a bitch was right, like it or not. And that he didn't make threats, he just announced his intentions. He rarely failed to follow through on them.

/

Ben's house

November 11, 2000

9:22 AM

Gwen gingerly tried the knob on the front door, annoyed but not surprised to find it didn't open. Typical! Clearly the Doofus didn't get around to unlocking it even though he knew she was coming. She huffed a breath out her pursed lips, trying to angle it up to make her bangs move; if she could get that down she'd have one more thing in her quiver to signal frustration with the boy. Lord knows he gave her more than enough opportunities. The trick was not over-using any one technique; she had plenty for when he really set her off, but using one of those for situations like this was like swatting an ant with a sledgehammer. It got the job done, but left an awful lot of unnecessary damage behind. Besides, he didn't really set her off like that any more.

She knocked lightly on the door, anticipating that Aunt Sandy would be close by to hear it. Riding up the driveway she knew from the absence of his truck that Uncle Carl was out. Likewise the blue minivan in front of the garage most likely meant her aunt was home - the idea that garages were meant as a place to keep cars when not in use was lost on her uncle; he converted the space to other uses years ago. Gwen frowned at the thought his mom could have gone with his dad, in which case she was already plotting exactly how she was going to let Ben have it for not opening the bloody door and wasting a rare opportunity...

Aaand the follow-on thought he could then make it up to her with a satisfying kiss or three vanished as the door opened, revealing her smiling aunt. Bummer! She thought they were actually getting pretty good at what Michelle once referred to as smooch time, but there was nothing like extra practice!

"Good morning, Gwen! Come on in," the blond woman said with a cheery smile. "Why'd you knock anyway? You know family doesn't need an invitation."

"The door was locked. Doofus was supposed to open it for me, but he forgot, I guess?" The red headed girl closed the door behind her and turned around, shrugging her shoulders.

Sandy couldn't stop the small sigh at the nickname her niece unconsciously used for her son, one she had gotten used to but still preferred to not hear. Years ago Gwen intended it as a weapon, as only grade schoolers could, and she saw the hurt and anger it caused in her boy's eyes when he counter attacked by calling her a dweeb. Which, of course, had his intended effect on her, and so the self-sustaining cycle continued. Sometime in the summer and fall of their first summer trip with Max, though, the meanings of those words started changing for the two, something she unfortunately failed to appreciate. Her mild objection to Gwen's use of it on Christmas Day triggered a horrendous family explosion, catching everyone by surprise at its intensity and scope. The kids' defense of the words they used for each other was drowned out in the bigger shit storm, but in the aftermath when Sandy was reflecting on the whole episode she realized the words were terms of endearment the kids weren't able to show each other in another way. Since then the meanings of the words continued to evolve, and now they were spoken expressions of innocent affection, something the adults in the family were happy about, especially after the traumas during June and July.

At least that's what Sandy thought up until two weeks ago, before seeing the literal pain and agony Gwen would endure from the first time she experienced that time of the month. All for the sake of spending a couple hours with her son! Her supposedly self-centered, unserious son, who was frantic and pained at Gwen's hurt, doing his fumbling best to help her. He apparently did it right, going by Gwen's reaction. So well that the depth of their affection seemed to be more intense than what was seen as 'typical' for family; but there were no overt signs of romantic affection to get worked up over. So of course Sandy and Carl were doing exactly that, even if Gwen's parents were less concerned.

Regardless, the woman let the word slide, again, since she knew Gwen didn't even know she said it. Instead she decided to give her niece the benefit of the doubt - she'd at least earned that over the years, and proven by Ben's grades - so she snorted in exasperation at her kid. "That boy! He's still in his room, I don't know if he's even awake yet. Ben would sleep until noon if we let him. Honestly, I don't know what gets into him - it's not like he spent all week working construction like his father!"

Gwen's aunt cocked her head and asked "When you were on your trips with your Grandpa did you sleep late every day?" as she led the way to the kitchen.

"Sometimes, after a long day..." of busting bad guy butts, Gwen finished to herself. "But mostly we were up by 7:30 or 8. It was summer vacation, there was fun stuff to do! We didn't want to waste time sleeping."

Sandy laughed as she went back to the seeming clutter of photographs, craft paper, labeling machine and related scrap book materials she used to make her creations. Right now, though, she wasn't actually working on a book; instead she had pieces of some fractured statues laid out next to a hot glue gun and assorted ceramic glues and epoxies.

"Uh, I don't think I had much influence over that..."

"Oh, don't be modest! Getting him motivated and out of bed before nine o'clock is a big deal! ... Hey, can you give me a hand? I'm trying to repair these Christmas figures, but the hot glue didn't stick. I just mixed some epoxy to see if that will work, but I could use a second set of hands to put it on the pieces before I fit them together. Once I have that done I'll have to hold them until the glue sets. Use that toothpick to put a bit of the epoxy on this piece..."

Gwen followed the instructions and had a good dollop of the glue on the wooden sliver when her aunt added to them. "Wait, can you get a smaller amount? Too much of that stuff and the pieces will never come together properly. ... That's it! ... Now I just have to hold them in place for ten minutes or so."

Gwen put the toothpick down and ducked her head after Aunt Sandy gave her credit for Ben's morning enthusiasm, even though she knew it was partly true. Most of the time her cousin was up and ready for breakfast at the same time she was - he didn't want to waste fun time any more than she did, especially after he started to figure out how to use the watch. Still, he was essentially a lazy git, so on more than one occasion during both summers she had "motivated" him to get out of bed by literally dragging his scrawny frame by the sheets off the bottom bunk, giggling at the sleepy, bewildered and irritated boy shooting eye daggers at her from the floor while untangling himself from the bed covers.

Several times she was tempted to see if it was true if you dipped a sleeping person's hand in warm water they'd end up peeing, but she never actually tried it. If that really worked he'd end up being embarrassed to death, and she was never so annoyed with him to be that mean. That didn't mean she didn't use other disgusting approaches, though, like the time she woke him up with a wet willy. His reaction - slapping her hand away from his ear and shaking his head in agitation while cussing like a drill sergeant, in multiple languages to boot! - was worth the white hot glare he gave her when she collapsed in hysterics on top of him. She was still laughing when he pushed her off and she rolled into a sitting position next to him, wiping tears of mirth from her eyes. She didn't care - it wasn't like he hadn't done the same things to her on the few occasions he got up first.

Once in a while though, on the second trip, she would wake him up by just sitting on his bunk next to his legs. After watching him sleep for an indeterminate amount of time - time when she committed his relaxed, insufferably cute face to memory - he'd wake up and stretch, then sit up sleepily blinking those emerald green eyes, hair more mussed up than usual with an adorable case of bed-head, saying nothing more than a quiet "Hey!" before giving her the smile she loved so much. The rational part of her brain was amazed that that was all it took to reduce her to quivering jell-o, and it was all she could do to return thatsmile with one of her own and say "Hey yourself!" followed by some barely coherent blather about waking up as her heart skipped a few beats at the sight. The rest of her brain just appreciated the experience.

Gwen snapped back from the day dream to hear Aunt Sandy. "Would you knock on his door to make sure he's up? You don't want to waste your day waiting for him."

She nodded and replied with an automatic "OK" and went up the stairs and down the hall to his room. The door was open just an inch, and she saw him lying face up with the covers snugged up to his chin, dead to the world. She opened it and stepped inside, then closed it quietly again without letting the latch click into place before padding to the side of his bed. She stopped and took him in for the better part of half a minute, biting at the right side of her lip while he slept peacefully, remembering the times she woke up next to him with an irrational thought to kiss him awake. The first two times she overcame it by silently freaking out at their closeness and running away instead.

The last time - was it really only a week or two ago? ...

Gwen felt her head rising and falling, just a little, in a steady, slow rhythm as sleep slowly faded. The motion was weird, since pillows shouldn't do that. This pillow was warm and soft under her left cheek, and she got used to the motion after a second or two. Her right hand was near her chin, also moving up and down to the same rhythm - not surprising, it was flat on the same pillow that felt warm all the way from her hand to her elbow. She didn't want to wake up, she felt safe and cozy with a blanket pulled up to her neck, so she didn't open her eyes as she felt the hypnotic motion lulling her back to sleep instead. She felt a smile, though, and sighed softly on one of the pillow's slow downbeats as she snuggled against it. Somehow her motion made the blanket squeeze across her shoulders and back, pulling her tighter into the pillow, and she made a soft hum as she completely relaxed against it. She basked happily in a kind of twilight between almost asleep and almost awake, held firmly against the comfy pillow by the snug blanket - it was one of the bestfeelings she'd ever experienced! She was almost fast asleep again when the pillow broke the rhythm and rose more than it had been, then fell back faster with a sound of rushing air that pulled her back towards waking up. She heard a deep, regular thumping sound then, faster than the pillow rising and falling, a familiar sound...

Gwen's eyelids fluttered as the sleep started to drain away, replaced by growing awareness of her surroundings. There was light in the room, not full daylight but not the silvery glow of the moon and stars. She blinked at the color glaring at her from the pillowcase, an almost unbearably bright neon green. Her cheek was smushed into it so only her right eye could really see the ridiculous color, a color she didn't remember on any sheets she'd ever slept on. Where was she sleeping, anyway, that there'd be something this loud? Not at home, her mother would never allow such a garish shade.

The Doofus' house... as her sleepiness cleared she remembered being there, and she took a deep breath at the memory of the pain she had in her stomach, almost like what she felt after the Rustbucket was demolished. But even that was nothing like what she'd felt last night! Aunt Sandy had been with her, giving her some painkiller in the bathroom and gently whispering soothing words - in contrast with the muffled noise of the Doofus' frantic concern - until the pain and her sobs started to fade. Then there were gentle hands with a washcloth soaked in warm water, cleaning her up and helping her put on her pajamas, followed by her uncle's arms lifting her up and softly placing her on the sheets on the guest bed. They were different than her Doofus' arms, any of the ones he had used to carry her in the past or the ones she loved to feel wrap around her after the first time he held her in Kenny's room, and Uncle Carl's were strong... but she'd wanted his.

She knew those sheets weren't the color she was seeing now, and they smelled clean, like they were fresh from the linen closet. She took another deep breath and smelled... not that! Now she smelled grass, and dry dirt, and... a musky odor, one she'd smelled before. But so much stronger then that it had made her scrunch up her face at the stink! But this was OK, because... why?

Ben? ... Ben! It was his heartbeat she heard, his chest rising and falling under her cheek as he breathed. The warm fabric she felt wasn't a pillowcase, it was his soccer jersey, the crazy green one he had on after practice last night. A shirt he'd sweated in and slid through the grass and dirt of the goal, and eww! It should be the second grossest thing she could imagine and she almost jerked up from her sleep because of it, but... But it wasn't, and she settled back against his chest, because it was him. All of it, the warm and safe feeling, the reassuring sounds of his breathing and heartbeat, using his chest as a pillow, and remembering how she had been cuddled with her back against him with his arms snug and protective around her stomach in the middle of the night. Even his scent couldn't be gross, because he could be that close to her after she had felt so disgusting after what her body did... No, her Doofus couldn't be gross right now, not when he showed her that she wasn't. ... Still, she smirked to herself knowing she'd keep on him to clean up whenever he got too pungent anyway.

Gwen knew she missed an opportunity to wake him with a grateful kiss for being so wonderful about a situation he was even less ready for than she was. She wanted to, but he woke up as she was leaning in, with her staring into his eyes as he blinked himself awake. When he focused on her he squeezed her in his arms and gave the smile only she ever got.

Gwen smiled back at him. "Hey!" she greeted him softly.

"Hey yourself" he replied with the same tone.

Then his smile changed to a concerned look that put the warm feeling in her stomach.

"Are you feeling OK now?" he asked quietly.

"Yes, I am, Doofus." she whispered back. "You were awesome watching out for me last night! I can't tell you how much you helped me. ... You really are my hero!" She put her hand on his cheek before pressing a lingering kiss to his lips, sighing softly with him as he kissed her back. Then she rolled out of the bed before they went any further, just in case her aunt or uncle came in to wake them up. Gwen looked down at him, still lying on his back smiling, and smiled back before leaning down to place one more kiss on his forehead. "Come on, lazy bones! You can make me some breakfast!"

She gently shook her head to come back from that memory, but the fond smile that went with it wasn't going anywhere. Gwen wasn't going to miss another opportunity. This time she didn't think and just went with her instincts, leaning down and placing her hands on the mattress on both sides of his head, stopping just before her nose touched his. She felt a slight puff of air from his nostrils as he exhaled, then closed the space separating them to ghost her lips gently, softly against his for just a second before pulling back to look at him. He didn't wake up, but his lips twitched the way they did when she first kissed him on Aunt Vera's picnic bench, just as he realized she had finally returned his from New Year's. A smile crept over her mouth again as she relived that moment and the next, when he had finished his silly joke and reached out to bring her back down for their third kiss together, the one that let them know they hadn't made a mistake with each other after all.

She had relived that moment many times since then in her dreams, but this time she was awake and could stay focused on it and not replay the horror that came afterwards. She could change that nightmare, at least this time, so she leaned back down and pressed her lips against his again, firmer this time. Gwen kept her eyes open so she could see his eyelids flutter as he woke up, then snap open wide, watching his initial panic give way to happy recognition. She felt him press back into her, raising his hands to the sides of her head with a soft Mmmmmm of satisfaction, weaving his fingers into her hair. She closed her eyes and made her own happy noise, making their kiss last and savoring it - thinking of the word she had read in her daddy's trashy romance novels, back when she thought she knew what it meant. Now, in the feel and taste of his lips and the scent of him again that filled her nostrils when she drew a breath, she really understood it, and let the feeling wash over her like warm PJs right out of the dryer. Awesome! Gwen kept it up for a bit longer before reluctantly pulling away as his hands slid to cup her cheeks, stopping when his bare arms were extended.

"Hey!" she said softly, deliberately repeating their way of saying good morning, ending the word with a smile as she got lost in his beautiful green eyes.

Ben smiled hazily back up at her and used his right thumb to play at her lips, sending a shiver down her spine. "Hey yourself!" When did he learn to do that?!

He blinked away the lingering sleepiness. "Can you do that Monday morning? I have a social studies quiz and that's a way better way to wake up for it than my alarm."

"You wish!" Gwen snorted gently back, her voice getting a little louder as they rejoined the rest of the world. "Try studying for it instead, you lazy sack of..."

"Hey, hey, language! Remember where you are!"

She giggled at him. "Did you forget we're meeting Michelle this morning?" She straightened up, glancing at his alarm clock before watching his arms fall and disappear back under the sheet. "It's, like, 9:40! Your mom said you like to sleep late, but this is ridiculous even for you, you slacker!" Before he could answer she grabbed the sheet covering him and jerked it back with a playful smirk.

"Come on, get your lazy carcass out of bed!" she said with a laugh before taking a sharp breath at what she uncovered. Instead of his usual t-shirt and shorts or pajamas, Gwen saw way more uncovered skin than she bargained for. She gawked at his bare torso, seeing for the first time that more than his voice had been changing over the past several months. Karate and soccer had been good for him; the muscles replacing the vestiges of his little boy physique she saw the previous September (and was shocked senseless by, truth be told - how was she supposed to react when he stripped his lucky shirt off with no warning like that?) were developing into a flat, toned stomach, well formed pecs and biceps, and broadening shoulders, with wisps of dark hair peeking out from under his arms...

Ben twisted at the waist so he could snatch the sheet from her hands and yanked it back up to his neck as Gwen stood there, dazed and heart racing as she felt her face burn. "G- Geez, Doofus! Put on some clothes! Since when did you start sleeping naked?!" she stammered, remembering to not shout so his mom wouldn't come investigate. Her arms twitched as she successfully fought the impulse to reach out and uncover him again.

"Gwen! What the hell?!" the boy said in a panic, just shy of yelling, a deep crimson spreading from under the sheet up to cover his face.

"Not naked! I'm wearing shorts!" he said in a more controlled voice, clutching at the sheet, and acting like he was afraid that she may tug it away again. As if!, she thought, not sure if the little voice in her head was denying she'd do that or encouraging it.

Ben scootched back into a sitting position, careful to keep his lap covered but otherwise not caring about his chest. Which was fortunate since she didn't want to stop looking at it. "I don't see why you're freaking out. It's not like you haven't seen me in swim trunks before" he grumbled crossly.

Gwen snorted, trying to hide how flustered she felt. "Pfft! Boxers aren't the same as swim trunks." She shuddered in spite of herself as her eyes flicked to his lap, trying not to think of the close fitting underwear with a fine checkerboard pattern of cobalt blue and black squares - not that she paid attention to such details, of course.

He was right, sort of - they'd gone swimming plenty of times so the sight of him in only shorts shouldn't be any kind of scandal. And their underwear wasn't all that interesting, they saw it all the time when they alternated laundry duty during the summer. More than once they'd accidentally stumbled in on each other when they were changing in the cramped space in the Rust Bucket, too - the curtain Grandpa put up for those situations wasn't all that much of a barrier - but that was usually from behind. And thankfully, for her anyway, she was at least wearing a t-shirt and panties, while he had some variation of shapeless boxers with Sumo Slammer designs. In any event, slightly embarrassing for both of them but no real revelations.

Although, there were times once or twice, when she absentmindedly popped into the bathroom without realizing he just finished a shower (the freak took them so rarely and quickly then that it was hard to tell when he did) and was toweling off his front with his back to the door, giving her an unobstructed three-quarter view of his backside. He did it once to her, too - pulling open the door so he could brush his teeth before going to bed, catching her facing him with a towel over her developing front, bare back and rear end visible in the mirror over the sink. Gwen frantically threw a shield of magic at his face as he tried to step through the doorway, smushing his cheek and pushing him back out before the bewildered boy could get much more than a glimpse of her partially covered body; at least, that's what she hoped. Neither one said anything about their accidental intrusions - it was easier to pretend they never happened, and it kept Grandpa from taking notice - but after that they made a point to listen at the door and knock before barging in. And anyway, back then their butts weren't all that interesting and their fronts remained a mystery.

Time had passed and now the mysteries were unexpectedly tantalizing as they took notice of the changes in each other; she had caught him checking her out with interest more than once recently, something she didn't get all that upset about, to her chagrin. And Michelle was right when she pointed out his butt looked cute in his jeans. Gwen had to admit she wondered what another 'accidental' moonshot would reveal.

Right now, though, she tried hard to not think of the pale skin-tone color that flashed from the front of his dark colored boxers when he reached to grab the sheet back, or exactly what kind of skin it was underneath. Gwen felt the heat in her cheeks get unbearable as she realized she wasn't ready to, ahem, uncover either one's secrets just yet. Neither was he, judging from the way he covered up in agitation and the flush from his shoulders up - that thought made her feel good, somehow, despite her mortification.

"Do you mind, Dweeb?" Ben said, the inflection of his voice rising, drawing her gaze from the Sumo poster above his bed to his... FACE! Just his face! His eyes, actually, now reflecting some playfulness along with his embarrassment and irritation, the emerald green contrasting with his own red cheeks. Eyes that locked with hers, then flicked meaningfully towards the door.

"Yeah. Right! Right!" Gwen stammered as she let her eyes take one last sweep over his chest before she turned to go back downstairs. "And get a move on, Doofus! We're going to be late." she said a touch too loudly. She glared at him over her shoulder as she walked to the bedroom door, tripping over one of his sneakers, catching herself on the door with outstretched arms.

The last thing she heard when the door closed behind her was him asking "get a new set of feet, Dweeb?", then laughing softly at his captivatingly lame joke.

Gwen leaned back into the closed door with her head back, her hands clenched at her sides. What the hell just happened? What was she thinking, kissing him like that when his mom could have barged in at any time? And what was up with him sleeping in only his boxers?! If they did go on another summer trip that would have to change, Grandpa would see to that. Unfortunately, she thought, even as she wondered where that came from. How would he like it if she started sleeping in only her underwear?

That thought made her face hot enough to melt ice. She groaned to herself and shook her head to clear it away. What a stupid thing to ask - of course he'd like that, he was a boy, after all. Even her Doofus wasn't immune to the effects of teenage hormones. If they were affecting her like this, what would they do to him?

Gwen grabbed the waist of her dress and tugged at it to smooth out any wrinkles and get herself back together, then headed back downstairs. It wouldn't do for either him to catch her waiting outside his door, or for her aunt to start wondering why she might still be in his room.

/