And here is number two! :D Enjoy!

"I'm bored!" Gwen had a serious case of Deja Vu, a year had passed since her last vacation with her cousin and grandfather. She loved the two dearly,
but she was glad for the time between their holiday visits. She cast a glance at her cousin, an eyebrow raised. "So?" Ben
groaned, then slammed his forehead against the glass beside them. "I told Grandpa there was a fair in town, but he said we couldn't go!" Ben turned away from the window, his arms folded. "All because he's meeting some stupid old Plumber buddies. And not even the Alien fighting type!" Gwen sat down across from him, then flipped open her spellbook. "Well, what do you expect? He was an actual plumber at one point." She skimmed the pages, then let out a sigh. "You're right, this is really boring." Ben's heart almost soared as she actually agreed with him for once! She closed her eyes and placed her hands to her temples. "But I'd rather not deal with clowns. Especially after that whole Zombozo incident last year." Ben shrugged. "I doubt there will be clowns, it's a fair, not a circus." Gwen sighed, before skimming through her spellbook once more. "Great, nothing about conquering the fear of clowns..." "Bozophobia?" Ben tried adding helpfully, Gwen just cast him a disappointed glance.
"Well, it's not like we can just go to the fair ourselves. People know our faces by now." Ben smirked. "Then we don't go." Ben reached under his seat and pulled out his worn-out Yankee's cap. "Kenny and Jennifer do." Gwen raised an eyebrow, her expression of confusion changed to one of surprise. "That is so stupid, it might just work." "Okay, I'm going to get changed." Gwen said, standing up. As he watched her walk away, Ben couldn't help but smile. He had no idea why.

As Gwen stepped into the bathroom, Ben ran past her and into their bunk area. He pulled off his lucky shirt and pulled on a Yankee's T-shirt, pulled a pair of fingerless gloves on, and slipped on a black jacket. He began tugging the left sleeve over the Omnitrix as he stepped out into the hallway. He stopped as he saw Gwen step
out of the bathroom, his jaw would've hit the floor if he didn't have control over himself. Gwen had her short red hair brushed in a way that made it seem longer thanit actually was, she had two earrings in each ear, wore a very thin amount of mascara and blush, a black muscle t-shirt, and a pair of navy jeans. She walked past him, and came back with a black satchel. "You set, Doofus?" She asked, Ben shook his head. "Yeah, there a reason you got all dolled up?" Gwen shrugged. "Part of the disguise, I guess." Ben raised an eyebrow, then grabbed her hand. "Come on, times a'wasting."

As Ben half-dragged her towards the fair, Gwen couldn't help but notice how muscular he was compared to the year before. His arms were tanned, and his muscles were quite defined for someone his age. Her thoughts brought a furious blush to her face, she knew they were cousins, but maybe for tonight... They could be someone else. "So, where to first?" Ben asked, stopping them in their tracks. Gwen's eyes roamed the fairgrounds, her eyes going from one attraction to the next.
"Tunnel of Love, photo booth, shooting gallery, kissing booth, The Scream..." Her eyes locked onto a booth, she quickly grabbed Ben's wrist and dragged him towards it. "Woah, Jen!" Jen, there it was. Gwen wanted to grin. "Ken, win me something!" She demanded, halting in front of the game booth. Ben eyed the booth, the game seemed too simple for him. The bored looking attendant perked up as he noticed them. "Step right on up here, young man! This is the chance to prove to your lady-friend just how strong you are!" The two eleven year olds blushed at he comment. "You get three baseballs, and six milk-bottles. Knock them all down in one and you get to choose any of these fine prizes!" He gestured to the wall of cheap stuffed animals behind him. "Two baseballs gets you one of these bears." He gestures to three multi-color teddy bears. "And three, gets you a free retry." Ben stepped up confidently, a grin on his face. "I can get em all in one try."
The guy stepped away from the bottles and gestured for him to try. Ben grabbed the first ball and hurled it, miss. Gwen giggled, she hurt his pride, but made him feel warm inside. He picked up the second ball, another miss. The attendant chuckled, Ben frowned. He took his time with throwing the last one, which knocked over all six bottles. The attendant stared in awe, then looked at Ben. "Free retry, right?" The guy quickly set the bottles back up, then handed Ben another ball. One throw is all it took, the bottles clattered to the floor. The attendant gaped, then gestured to the wall behind him. "What'll it be?" Ben's eye roamed the wall, until halting on a giant black cat, complete with tiny broom and witch hat. Ben pointed it out and the attendant smiled. "One giant cat for this bewitching young lady."
Gwen blushed at the compliment as the man handed her the plush, Ben's stomach did flipflops. He didn't like the guy, but he couldn't disagree with him.

Gwen hugged her cat to her chest as they walked along, a grin on her face. Ben raised an eyebrow. "What're you so happy about about?" Gwen closed
her eyes. "Maybe I'm happy cause' my Dweeb of a cousin only screwed up once." Ben frowned. "Maybe I'm happy about breaking the rules for once."
Ben's annoyance faded as they stopped in front of the Ferris wheel. "Maybe I'm happy because my dork of a cousin makes me happy." Still clutching her cat plush,
she leaned into her cousin and kissed him on the cheek. As she skipped towards the Ferris wheel, Ben stood in a daze with a hand on his cheek. "Come on, Doofus!" Ben shook himself, a grin on his face as he chased after his cousin, his crush.

The two of them were slowly admitting to themselves that this was a date. They'd ridden the roller coaster, gone through the fun house, rode the Ferris wheel, they hesitated outside of the Tunnel of Love. Gwen reached over with one hand and grasped Ben's, she gave it a squeeze. He looked up at her, she had looked nervous, almost as nervous as he was. "You ready?" She asked, Ben nodded hesitantly. The two were about to step through the opening, but were interrupted by an explosion and screams. Ben and Gwen turned around in surprise, Gwen shoved her stuffed cat into her satchel. Ben quickly yanked off his coat and handed it to Gwen, who quickly shoved it in her satchel. "Hero time?" She asks, Ben grins. "Hero time." He twisted the dial and transformed into Four-Arms. Gwen reached into her satchel
and pulled out her spellbook. They ran towards the source of the explosion, meeting panicking crowds pushing past them. "So, you think it's Kevin?" Gwen rolled her eyes. "Null Void, genius." Four-Arms huffed. "Oh, Yeah. Like that's ever kept anyone from finding me." As they pushed their way through the crowds, they finally faced their foe. "Animo?" Gwen raised an eyebrow, obviously trying not to laugh. He was riding on top of an Albino rabbit, which had grown to the size of a small horse. Animo's eyes roamed the crowd, then landed on the two of us. "You!" He charged them, his rabbit bouncing about three feet per second. Ben pushed Gwen to the side, thankfully she had braced herself for it, and in the moment he had thrown the rabbit from his shoulder: Gwen suspended it in the air, and began reversing Animo's effects. "Suspendere hoc animal et reverse istarum transmutationum!" With the rabbit shrunk back to it's normal size, Gwen released it. Animo, however was not done. He leapt over a fence and reappeared on a giant goat. "Oh, cra-" Four-Arms was cut off as the enlarged goat slammed into him, smashing into a fishing minigame booth. As he slowly got to his feet, the goat lowered it's enlarged horns and charged Ben. "Suspendite!" Suddenly, the goat was lifted into the air, bleating in surprise. "Thanks for the assist, Gwen, but I had it all under control." Ben said as Gwen stepped towards him, her hands glowing bright blue.
"Under control? Hah. You'd be lost without me." She smiled softly at Ben, then approached Animo. "Da Mihi Ascensorem." She said, her hands glowing brighter.
She looked questioningly at the giant goat, Animo had vanished. Suddenly, an arm was wrapped around her throat and a knife was placed to her cheek.
"Not another step, Tennyson! Or your cousin gets it!" Four-Arms stood stock-still, his four eyes wide and pale. He frowned and took one step towards Animo, he knew the man wasn't suicidal. But yet, Animo began dragging the knife through Gwen's flesh. Her eyes almost flashed in pain as she screamed. Four-Arms went still, his eyes screwed shut, his four fists clenched. A light flashed on his shoulder, and he transformed. Before Animo knew it, the blade was gone from his hands and was in his ankle, Animo released Gwen and got to one knee, grabbing his ankle. "AH! DARWIN DA-" He was cut off as XLR8 smashed his wheeled feet into his face. Ben switched to Diamond Head and launching two diamond shards into his helmet, shorting it out and returning the goat to normal size. He switched to Four-Arms and delivered two devastating blows. "DON'T TOUCH MY COUSIN!" He released the transformation and began pounding on Animo with his own two hands. "DON'T. TOUCH. HER!" Ben delivered a punch to Animo's chin, causing him to spit out a tooth and some blood. His assault finished, Ben got to his feet. Gwen stared in shock, Ben had a bit of Animo's blood staining his white Yankee's shirt, and some on his face. Ben glanced over his shoulder at Animo. "Next time you touch her, dirt bag, you'll be better off in a prison." Gwen's eyes widened, she could see a phantom of Ben 10,000 standing beside his younger self. Ben turned to her, a sorrowful expression on his face. She hissed as he ran a hand over the bleeding wound. "Sorry, Gwen. It's my fault. I should've stopped him!" Gwen frowned, the phantom stood beside him, it made her angry. "Benjamin Kirby Tennyson!" Both their eyes widened in surprise. "It's not your fault I got hurt, Animo decided he had the guts to use me as a hostage. You can't be responsible for something you can't control, it'll destroy you." She leaned in and gave him a quick peck on the lips, their surprised expressions made her giggle. "What was that for?" She smiled. "For saving me." Ben slowly smiled, causing Ben 10,000 to fade away with a smile on his face.

As the two entered the Rust Bucket, were met with the stern face of Max Tennyson. "Well, nice of you two to finally show up." The two quickly separated, nervous looks on their faces. "Grandpa, it's not what you think!" Max raised an eyebrow, tapping his foot. "Do you two realize what time it is?" Max folded his arms, then looked the both of them in the eyes. "It's past 10:30, and I've been worried sick!" Ben gulped nervously, then spoke. "Listen, Grandpa. It-" "It was my idea." Max and Ben both looked at Gwen in surprise. Gwen looked slightly dejected, as she folded her arms. "The dweeb wanted to go to the fair, so I said we should sneak out." She screwed her eyes shut, the pain of the cut brought tears to her eyes. "We would've been back sooner, but..." Ben sighed, gesturing to Gwen's cut. Max paled, then glared at Ben. "Who did this?" Ben frowned. "Animo. Cops took him away." Max sighed in relief, Gwen smiled softly at Ben. "Ben saved me." Ben grinned, one eye on Gwen. "Course I did. I'm Ben 10!" Max rolled his eyes, and turned towards the kitchenette. "Stay right there, Pumpkin. I've got some rubbing alcohol and bandages."
As Max turned his back, Gwen and Ben grabbed each others hands. "Animo raided the petting zoo, Grandpa. Rode an Albino rabbit, and a goat!" Max chuckled as he fished out the first aid kit. The two parted as Max approached her. "All right, Ben. I'll need you to put pressure on her cut." Gwen hissed as Ben put his hands over her cut. Max fished out a rag and poured the alcohol on it. "Okay, move it back." Gwen bit her lip as Max put the rag to her cut. "Got a bandage, Ben?" Ben reached into the first aid kit, and pulled out a Buffy the Vampire Slayer band-aid. Max chuckled at his choice, then removed the rag. Ben quickly placed it over her cut, and kissed her cheek when Max turned away. Max quickly packed up the first-aid kit, then turned to his Grand-kids. "All right now, it's obviously been a long day. You two best
hit the hay." The two rushed towards their bunks. "G'night, Grandpa!" Max smiled softly, and as the two climbed into their bunks, he turned off the lights.

"Ben?" The RV was quiet, except for the sound of Max's quiet snoring. "Hm?" Gwen blushed, smiling softly to herself. "Thanks for everything." All she got was a mumbled response, she grumbled to herself about his stupid sleep habits until she fell asleep.

Suspendere hoc animal et reverse istarum transmutationum = Suspend this creature and reverse this transformation

Da Mihi Ascensorem = Bring Me The Rider

I hope this one wasn't too OOC for anyone, I try and make them as close to the original series as possible. (I should probably watch Alien Force, even though I don't really like Kevin.)