It was Halloween and the Tennyson cousins had just returned to Ben's house after a night of trick-or-treating. Having managed to convince their parents to let them have a sleepover, they sat in Ben's room eating and trading candy. That was when Ben got an idea.

"Let's watch a scary movie!" he exclaimed.

Gwen looked at him nervously. "Come on, Doofus, you know how mad your mom will be if she catches us."

"They're already asleep, we'll just keep the volume down. Unless you're too afraid."

Gwen scoffed, "We spent all Summer fighting aliens and cryptids. What do I have to be afraid of?"

Fifteen minutes into the movie, Gwen was cowering against Ben's chest. When the first jumpscare came Ben had to cover her mouth to keep her from screaming. He couldn't help but snicker which earned him a smack on the arm but she didn't leave his arms the entire movie. They soon fell into a rhythm where whenever a scare would come he'd cover Gwen's eyes until it passed. But by the third act, covered her head with the blanket and waited for the movie to end.

Once the end credits started, Ben gently patted Gwen's back and whispered, "It's over."

Gwen peeked her eyes over the blanket to make sure he wasn't lying before standing up. "Why'd you have to pick that movie? You know I don't like ghosts."

"And clowns. And bugs. And masked killer-"

Gwen kicked his leg. "You know what I mean!"

"Alright calm down, Dweeb," Ben said with a laugh. "It's gonna be midnight soon we just call it a night. Mom set up the guest room for you already."

Gwen went pale. "G-guest room?"

"Yeah, the room down the hall that you stay in every time you-" Ben was in the middle of removing his costume when he realized how much she was shaking. "Are… are you too scared to sleep alone?"

Gwen stayed silent.

"Jeez…" Ben didn't know what to do. He knew that the movie would scare her but he didn't think it'd be this bad. "Fine, just take the bed and I'll sleep on the floor."

"What!? I can't do that."

"My mom's gonna wanna know why you stayed in here so I'll just tell her that you fell asleep on the bed so I slept on the floor."

"But…" Gwen still felt bad having him sleep on the floor in his own room. Still, if he hadn't put on that stupid movie then she'd be sleeping in the clean guest bed anyway so really it's his own fault, right? "I need to change into my pajamas and brush my teeth after eating all that candy."

"Alright, just don't make too much noise." Ben continued to set up the blankets on the floor to add some cushion to the hard floor but from the corner of his eye, he could still see Gwen standing at the door. "Do you seriously need me to go with you to the bathroom?"

"I'm just making sure that you brush your teeth too," she insisted.

Ben knew this would be the perfect opportunity to make fun of her but honestly, he was too tired to fight. He marched over and pushed her out of his room and into the hallway bathroom. He sat against the wall scowling as he listened to the redhead undress. After the sound of fabrics stopped he figured she was done but then heard the faucet turn on followed by the sound of splashing water. How long was she planning on having him wait out there?

After what felt like an eternity, the door opened. "Okay, time to brush our teeth."

"God, what took you so long?"

"I'm sorry that I actually care about my personal hygiene."

After brushing their teeth, the two returned to the room and laid down for bed. Ben quickly found a position he was comfortable with but he could hear Gwen tossing and turning above him. He was really regretting putting on that movie now. And just when she stopped moving and he thought he'd get some sleep, her voice cut through the darkness.

"Can you hold me…"

He never knew her voice could sound like that. It was shaky and pleading. A whimper in despair desperate for a sense of solace. All sense of reason left his body as he climbed onto the bed and pulled her into his chest. She was shaking. You could almost mistake it for shivering if it wasn't for how hot it was underneath the blanket.

"Everything's okay," he said. "I'm right here." His words seemed to calm if only a little. He wasn't sure how long they stayed like that until she fell asleep but he continued to hold her up until he drifted to sleep.

The house was freezing, its icy chill piercing into his core. He tried to reach for the blanket but only felt the cold hard concrete. His eyes snapped open. Where was he? Panic overtook him as he took in his surroundings. There were no walls, no lights, no sign of life anywhere. He was completely alone with nothing but a light fog surrounding him.

"Gwen!" he cried. But there was no reply, not even an echo. He reached for the watch to change into Stinkfly or XLR8 and look for something, anything that wasn't this cold suffocating emptiness. But all he found was his bare wrist.

He was alone and defenseless.

"…en…" A cried in the distance.

"Gwen!" he screamed. "Is that you!?"

The voice spoke again,"…Ben…"

Ben chased after the voice. "Gwen! I'm here!"

"…Ben… Help…" The voice was getting louder which meant he had to have been getting closer. "Please, Ben…." The cold air felt like frostbite in his lungs but it didn't matter. He had to get to her. "Why did you leave me…"

"I don't know what you're talking about but just hold on! I'll be there soon!"

"How could you let me die?"

Ben came to a stop. What did she mean? Gwen's not dead. She can't be!

A silhouette approached from the fog. "It's all your fault, Ben."

"No…"

"Why didn't you save me?" This couldn't be real. Ben turned to run from whatever monster was mimicking his Gwen. "Please, Ben. Don't leave me again." No matter how fast he ran, how far he went, the voice only grew ever closer. "I won't let you…"

A hand grabbed onto Ben's ankle sending him tumbling to the ground. He tried desperately to crawl away too afraid to face the demon tormenting him. But he could feel its cold, bony claws latch onto him. The stench of decay filled his naturals as it lowered its mouth to his ear.

"It's okay, Ben," she whispered. "I'm right here." He struggled to escape its grasp but it only strengthened its grip. "Everything's going to be okay," its voice louder. "I'm not going anywhere."

"No!" he cried. "Let go of me!"

"Look at me, Ben!"

It flipped him over but he couldn't look at it. Spit dripped through its blood-stained teeth and fell onto him. It raised its clawed hand into the air. "WAKE UP!"

Ben's eyes snapped open, his cheek burning from where Gwen had slapped him. The faint moonlight peeking from the window barely illuminated her face, but it was enough to show the fear and worry she had. "You were having a nightmare," she said with tears in her eyes.

Panic overtook him as he pulled her into his chest. Her skin was warm and soft to the touch. He ran a hand through her silky hair before connecting his forehead with hers. "We're okay," he whispered. He could feel her heartbeat racing under his touch. Rapid and afraid, but so very alive.