Chapter 20: Panic

I Don't Own Ben 10 or Any of the Respective Characters, The Rights Belong to Man of Action Studios and Cartoon Network

Author's Note:

* Hello and welcome to Chapter 20!

* This is another original chapter from the first version of Cold Winter's Night. Well, sort of, anyway. The original chapter was titled "Failed Date Night", but it's not really a date night from Ben's perspective, so I decided to change it to something more fitting.

* Either way, I hope you guys enjoy this chapter!

Ben

Monday, April 23rd, 2018

Madison High School

The weekend after that Friday came and went. Since I was confident that my "feelings" for her were not actually real, Gwen and I hang out a little bit over the weekend, as a sort of method of me making up ignoring her for that whole week. Anyway, the weekend was now over and we were into finals week.

We took our first final earlier this morning and it was lunch time right about now. Madison High had an outdoor courtyard adjacent to the cafeteria and since it was nice out today, I decided to eat my lunch outside for the day. Usually the courtyard would be closed off during the winter months, but at the end of March every year, the staff would open it up to the students.

Most of the time that the courtyard was open, students would come out here to eat their lunches, toss a few footballs back and forth or just study instead of eating lunch. Today I was studying for my Trig final while I ate my lunch that I had brought from home. I had been sitting with my back up against the back of a tree, earbuds in listening to music as I looked through my Trig textbook, when someone started lightly kicking my foot.

"What?" I asked as I looked up.

There was Gwen, with a bright look on her face. I paused the music on my phone, shut off the screen and took out my earbuds.

"Um, hi?"

She walked over to my right side and sat down on the ground next to me.

"What are you doing?" she asked.

"I'm studying for my Trig final. Or I was until you got here."

"Mmm."

There was silence after that and I took the opportunity to get a forkful of peaches from the container that I had brought with my lunch. I brought the fork to my mouth, but before I could actually finish the motion, Gwen quickly leaned over and took the peaches from my fork and into her mouth. I turned and looked at her with surprise.

"Why'd you do that for?"

She shrugged.

"I don't know."

I picked up another forkful of peaches and this time turned my head in an effort to prevent Gwen from taking more of my lunch. However, my attempt was futile. She simply weaved around my and took another bit of my lunch.

"Gwen, stop it!" I protested. "Get your own lunch!"

"But it tastes so much better when it's stolen!" she replied as she giggled.

After that, she stopped trying to eat my food and I went back to looking at my textbook.

"Hey, I actually came by to ask you if you wanted to go the movies tonight. At around, say, seven o'clock?"

I looked up at her, my nightmare from a few weeks ago coming back to me.

"Why?" I asked.

She shrugged her shoulders.

"I don't know. You and I haven't been to the movies before together. And I want to keep hanging out with you."

Yeah, there's a reason why you and I haven't gone to see a movie together.

Thinking about the nightmare again made me uncomfortable and I tried my best not to show it. I eventually found myself shaking my head.

"I'm going to have to decline. I'll be too busy with more studying tonight."

Gwen gave me a sympathetic look with pleading eyes.

"You can't take one night off to hang out with me?"

"No. I have to keep on with my school work. I intend to finish high school with high grades and I'm not going to stop now."

"I see."

There was nothing but silence between the two of us now. Eventually she just let out a sigh as she stood up from her spot next to me.

"Well, alright then. I guess I'll see you later, then. Have a good rest of your day."

"Right back at you." I replied.

I then put my earbuds back in, started playing my music again and went back to studying with the time that I had left. As much as I wanted to hang out with her, the fact that she was going to the movies really reminded me of my nightmare and I just couldn't cope with it.

Gwen

Earlier That Morning

After one of my classes this morning, I went to my locker to fetch my textbook for my next class. I opened my locker, reached in to pull out the textbook and was about to walk away, when someone walked up to me. I looked over to my right to see Brad Miller walking up to me. While I didn't personally know Brad, I knew things about him, however, almost everyone at Madison knew who he was.

I knew that he was one of the school's most popular jocks, who played football in the fall and baseball during the spring. He could generally be considered to be an athlete. But from what I could understand, he was also a bit of a meathead. He was arrogant, thinking that he was superior to anyone in the room and he possibly believed that he could get anything he wanted.

"Hi, Gwen!" he greeted me.

"Uh hi, Brad." I greeted him back.

He cleared his throat before speaking again.

"Gwen, I'm just going to get to my point. I think you're hot and I want you to go out with me. Do you want to go to the movies with me tonight?"

He thinks I'm hot. Figures he would say it in a less than favorable way. And saying that he wants ME to go out with him shows his egotistical side. I don't exactly like the idea of going out with Brad, but this could be an opportunity to get my mind off of Ben, at least for a little while.

I looked back at him as he stared back at me, tapping his foot on the tile floor as he waited for me to say something.

Ah, screw it. I'll give him a shot and see how it goes.

"Sure." I finally replied. "I'd love to go to the movies with you tonight."

"Great! I'll meet you at the theatre tonight at seven. See ya there."

"Okay."

As he walked away from me, I thought about what he said.

He'll meet me there? He's not going to offer pick me up at my house? Well, I guess we'll see how this goes.

Later That Day

As the day continued on, I began to dislike the idea of going on a date with Brad. I knew the kind of guy that he was and had accepted earlier, but was now having second thoughts. But for whatever reason, I didn't want to cancel on him in person. I got the feeling that he wouldn't take no for an answer. So, I had come up with a plan. I didn't really want to go to the movies with him and I didn't want to confront him to cancel.

This is about when Ben entered my mind. I decided that I would ask him if he wanted to go to the movies with me tonight, but leave out the topic of Brad being there. My thought was that if Brad saw me with Ben when I get there, maybe he'd want to cancel if he thought I was already taken? And I'd rather hang out with Ben than do this anyway, so once he found out, he wouldn't be angry with me, right?

Well, unfortunately for me, when I went to ask Ben at lunch, he told me that he had to stay home and study for his finals. And as upset as I was, I kind of took it as a sign. Even though I didn't exactly want to do this, maybe I should give Brad a genuine chance anyway? So, I would go through with it and I'd see how it would go.

Ben

Later That Evening

The Tennyson House

After school that day, I went to my room to begin studying for the rest of my finals, as I had been doing for the last week. However, there was a problem. I was currently sitting at my desk, tapping my index finger on the wooden surface as I stared down at my open textbook. All of the words appeared to be nonsensical as they swam off the page. I really wish that Gwen hadn't come up to me today to ask me to the movies tonight.

Not because that I didn't want to hang out with her. I always wanted to hang out with her. This wasn't about the "feelings" that I had had for her. Since last week, I had made my peace with the fact that I was just in a phase and I hadn't had any problems since then. This was about the fact that I hadn't been able to get her off of my mind since she had invited me out earlier today. As much as maintaining my grades was of importance to me, even I could see that I'd rather just hang out with her.

There was a little bit of a problem here, though. It was a bit too late to change my mind. However though, it wasn't too late for me to do something. While it was well past seven o'clock, I could at the very least go surprise her at the movie theatre when she gets out of her movie.

Maybe we hang out for a while and she'll come back to our house to sleepover for the night, then we can walk to school in the morning together? I tried one more time to comprehend the words on the page of my textbook, but there was no point. My mind wasn't focused on this. I sighed with frustration as I shut my textbook.

This will just have to wait. I can skip studying for just one night.

I got up from my desk and walked out of my room. Dad had to work early in the morning, but Mom was still up watching T.V. in the living room.

"Hey Mom, can I go out for a couple of hours? I just want to relax a little bit. I've been studying so much recently and I need a break."

She looked at me for a second as if she were considering my words.

"Well, you've been making good grades all throughout high school and it's looking like that you're slated to finish high school that way. You've been doing an excellent job and I'd say you've earned a reward. Sure, you can go out for a while. Just don't be out for too long. I want you back here no later than eleven. You still have to get up for school tomorrow."

I nodded.

"You bet."

"Go on ahead and don't let me keep you. Enjoy yourself."

I turned back around and walked back to my room to get my shoes. I would have to wait at least another hour for her to get out, but I wasn't going to waste any more time.

One Hour Later

Bellwood Cinemax

I went to Bellwood's local Cinemax to wait for Gwen. She didn't outright say that that's where she was going, but the Bellwood Cinemax was the biggest and most popular theatre in town, so there was no doubt that she'd be there. I had to talk my way into the theatre seeing as I didn't intend on seeing a movie, but after making it clear that I just wanted to surprise a friend of mine, they begrudgingly let me in, reminding me not to wander off.

So, there I was, standing in the lobby past the front entrance area, with the concessions stands. I didn't know which theatre that Gwen was in, so for the moment all I could do was wait to see which hallway she came from. I stood next to the entrance to the men's restroom, with my arms crossed over my chest as I tapped my foot on the carpeted floor. It didn't take long for me to see Gwen walk down from the east hallway, but to my dismay, she wasn't alone.

She was currently with Brad Miller, on the school's most popular jocks and he had his arm around her waist, as if they were on a date together. Within an instant, all my confidence had drained from my body. I didn't want them to see me, so I ducked into the men's restroom without a second thought. My face was flushed and I felt like I was going to be sick. And throw up I did.

I ran into the closest stall to me, fell to my knees and my dinner left my body. After everything had come up, I remained there on my knees just in case I got the urge to throw up again. However, it seemed like I didn't have anything left. I still felt terrible, though. When I stood up, I found that I had an intense case of the shakes. I exited the stall and slowly walked over to the restroom sinks.

Why would she invite me to the movies if she was coming up here for a date? Did she intend to make me a third wheel? Why would she do that to me?

I looked up at the mirror to see that I was sweating profusely and not only that, but my face was pale, too.

What is going on with me?

I placed my hands on the sink in front of me in an effort to steady myself, but my hands continued to shake vigorously. I shut my eyes while I heard my heartbeat roaring in my ears as I tried to focus on anything else.

Am I having a panic attack?

"Hey, are you okay, kid?" I heard someone ask.

I opened my eyes again and I turned to look toward the restroom exit where I saw a male movie theatre employee looking at me with noticeable concern.

I have to get out of here.

"Yeah, I'll be fine." I muttered in an unsteady voice.

I turned on the cold water, got a handful of water and splashed my face a little bit. I then hastily dried my hands on my jeans. I took a couple of deep breaths which helped to steady my shakiness a bit, but not by much. I then walked toward the employee and pushed past him out of the restroom. Gwen and Brad were now gone, which suited me just fine. They may still be out in the parking lot, but because it was dark out, I highly doubted that I'd be seen.

I exited the theatre through the front entry area and walked out into the parking lot. The whole time I walked, I felt unsteady on my feet and my hands felt a bit numb. I only made it to my car, collapsing with my back to the driver's side door as I slid down onto the ground. I took another deep breath as my heart continued pounding in my chest. I was slowly beginning to feel a bit better, but one thing remained.

I had seen Gwen walking with Brad, who had his arm around his waist. It was fucking seared into my brain, there was no unseeing it. It was like a bad nightmare. I just couldn't understand why any of this was happening.

I'm having a panic attack… over seeing Gwen with another guy! But it doesn't make any sense! I made peace with this issue a week ago!

I gritted my teeth as hard as I could to resist the urge of crying.

I don't have "feelings" for Gwen! I don't have "feelings" for Gwen! I don't have "feelings" for Gwen!

I slammed the side of my fist into my car every time I thought that phrase. Eventually, I cooled down and caught my breath for good. The shakiness gradually stopped. But what I had seen remained at the forefront of my thoughts. Feeling exhausted after my ordeal in the last few minutes, I drew my knees to my chest and crossed my arms over them, bringing my head down to rest there.

What is happening to me?!

Author's Note:

* And that's it for this chapter! I hope you guys enjoyed!

* So, this version of this chapter had some changes, as you've probably noticed. Brad Miller is more arrogant and rude than we was in the original, if you at all remember him (he was in one chapter, I don't expect anyone to actually remember how he behaved). Ben doesn't bring a bouquet of roses to the theatre with him, as that wouldn't make sense due to him believing that he had no feelings for Gwen at this point in time. And Ben's panic attack is much more fleshed out here to demonstrate how what he saw affected him.

* If any of you have any feedback you'd like to give, positive or negative, then a review or PM would be a great way to share your thoughts.

* With all of that out of the way, I think that'll do it for me. I'm going to go though, so have a fantastic rest of your day and bye.

Review Responses

Snake 89 (Chapter 19): Not too bad touch on Ben's thoughts. It would be nice to push into how Gwen will try to process her feelings for him as genuine or sexual. Ben or Gwen could just remark this as Genetic Sexual Attraction. Even though most likely Gwen seems certain her feelings are real. It wouldn't be that surprising to see Gwen use physical or sexual tensions to wrap Ben around her fingers. Like asking him to dance or a trip to the beach. I'm saying it would be interesting to see Gwen become more clever further on or even manipulative at points to see the ends justify the means.

Thanks, Snake. We will be delving into how Gwen processes her feelings for Ben – genuine or sexual – as you say. I had never heard of Genetic Sexual Attraction before, but now that you bring it to my attention, Gwen would probably be the one to see the possible link there, so if I do use this concept, that's probably how it'll go.

I really don't want to have Gwen become manipulative or to use physical or sexual tensions to get Ben's attention. I personally view manipulation as a toxic trait and I don't want their future relationship to be toxic in any sense. But what I will say is that she will be the one who motivates their relationship the most, at least in the early days. Thanks for the review, as always.

cherrypie990 (Chapter 19): I am so happy to see someone updating fics in the bwen fandom. I read your previous work and really enjoyed it, although I find Ben behaviour to be a little ooc. Him being so irritable towards Gwen kinda doesnt seem like him to be honest, given his personality on AF and UAF I, where he was very mature and polite. But if that's how you have characterized him, I have no qualm with it. In this chapter we see that Ben has started to realise something weird is going on between him and Gwen, excited to see how it progresses from here. Hope the wait isnt too long to the next chapter.

Thanks, Cherry. I'm glad that you're happy to see people still updating these kind of stories. I'm happy to know that you enjoyed my previous work, though I don't look back on it quite as fondly. I'd like to kindly point out in response Ben's behavior, that this is not the original canon version of Ben (and by extension, any other versions of Ben that I've written are not the canon version).

I'm aware of how irritable he was to Gwen and I promise to try to tweak it in this version so it comes off as less. I am glad that you don't a qualm with me characterizing him as such, though. Yes, Ben is aware that something is going on between him and Gwen and after this chapter, he should be all but more aware. I'm really glad to see you say that you're excited to see where it goes. Thanks for the review, as always.

Alastor McClelland (Chapter 16): I absolutely love the resident evil 4 reference of "bingo", lowkey started dying of laughter!

Thanks, Alastor. Yes! It makes me so happy that someone commented about that reference! Thanks for the review, as always.

jasongd (Chapter 19): And another great chapter congrats And now Ben's mom is going to find that crumpled up piece of paper and plan their wedding I'll be waiting for next chapter BWEN FOREVER

Thanks, Jason. "And now Ben's mom is going to find that crumpled up piece of paper and plan their wedding." Uhh…. sure. Either way, glad you are still enjoying the story. Thanks for the review, as always.

adriandragonus (Chapter 19): Aww, this chapter ends when we reach the good part! I remember this part from the original story, but now that Ben has the Omnitrix, i expect the villains will overcomplicate stuff! Maybe he can use his crime fighting persona as an alibi to pushes Gwen away, not wanting to harm her. And perhaps in order to be with him, Gwen is gonna develop her own hero persona and gaining a new power, a magical one *wink wink*

Thanks, Adrian. It's been a while since I've seen your name in the review list. Good to see you back! Yes, this was one of the chapters from the original story. Speaking of the original story, we'll be running out of those chapters fairly soon and from there, it'll be original content. At this time, I won't comment on your theories. Thanks for the review, as always.

Next Chapter: Before Ben can even process what he saw at the movie theatres, he finds himself being hunted by three intergalactic bounty hunters. The following day at school, Ben finds himself in a less than ideal interaction with Brad.