S'more Lessons

Disclaimer: I don't own Ben 10!

A/N: Ben 10 will be called Ben 10 in this, and because it's mainly about and following Ben 23, he'll be known as just Ben.

Max is standing a little ways off, his back turned towards Ben, and he's walking further and further away. Ben quickly starts running towards him, but Max only got further away. Black swirls appear around Max as he finally turns around, but something's wrong…. His eyes are closed and he's a grayish color…. Ben reaches forward, grabbing Max's too-cold arm, "Grandpa!"

Tears swell in his eyes as he remembers what happened…. "No…no…Max…!"

Max starts backing away without using his legs and the swirls around him turn into black background…everything turns black... He can hear Max's last words echoing through his mind…over and over and over….

"No…!" Ben jolts upright, unconsciously wiping away tears that had begun running down his face. "Hey, you okay?" He hears a familiar and kind voice ask as they sit on the side of the bed. He nods quickly, "I…it's nothing…"

He feels Ben 10 put a hand on his shoulder, "Come on, I just remembered something." Ben looks up at him, but he doesn't feel like questioning him, so he stands and lets Ben 10 lead him out of the tent that they had been sleeping in.

Ben 10 motions for him to sit down by the fire, so Ben does. Ben looks around at the trees and grass and flowers…and everything. He had not looked at all of this earlier when they first arrived, but he wasn't used to seeing such…nature.

It is a nice change…but it reminds him of the summer trip…. He feels small…scared…the hero watch on his wrist doesn't make him feel stronger anymore. Ben's blue eyes are burning from tears that have stopped already and from tiredness from all his sleepless nights.

The cool night air feels wonderful against his skin. It's one of those nights that he could just breathe in and out for ever. The campfire and the moon are the only lights here in the woods. It's nice, but a feeling of insecurity continues washing over him. He doesn't know why.

"Why did you want to go camping?" Ben 10 looks at him, "I like camping? Okay, I did it because…well, why do you ask?" Ben looks down, putting on a fake pout, "This is boring!" Ben 10 smiles, "I use to say that kind of stuff. I brought something that'll make this less 'boring', though. S'mores!"

"Sounds familiar, but…I don't remember having any…S—m—ore…before…." Ben 10 shakes his head, "Unbelievable. Here, take this." He then hands Ben a stick and a marshmallow. "What do I do with these?"

"Like this," Ben 10 puts a marshmallow on a stick before putting the stick above the fire, "I can't believe you haven't had S'mores before. Why didn't you, anyways?" Ben looks at him, his blue eyes scared, then he turns away quickly, "I don't like being in the woods. Um…there are bugs and…stuff…."

Ben becomes very interested with putting a marshmallow on a stick now, and then he puts his over the fire too. Ben 10 takes his brown marshmallow off the stick and grabs a gram cracker and two chocolate pieces.

Just now, Ben's marshmallow catches on fire, but Ben quickly blows it out. Ben 10 smirks, "You sure know how this works, considering you've never had one." Ben makes himself busy as he takes the marshmallow and grabs a cracker and chocolate too, making it a sandwich of sorts with the crackers as the bread.

"You seem quieter than usual. Want to talk about it?" Ben sighs, then glances up at his alternate older self, "I…haven't gone camping since…since Max—" his voice breaks and tears spill over his eye and down his face.

He feels Ben 10 put a hand on his shoulder again, "Coming back here is a good thing…you need to learn to deal with your fears…." Ben nods, wiping at his tears again, "I know…" Ben 10 takes a bite of his S'more, "Max used to say to me that sharing his stories about Plumber fights and times when he was scared helped."

Ben looks up at him, an odd idea coming to mind, "Could…I meet your Max?" Ben 10 stares at him with a shocked expression, "W—what?" Ben stares at him, "Please…." Minutes pass and finally Ben 10 nods, "One day…but for now...tell me about your fears…just talk to me."

Ben is reluctant at first, but soon he is talking on and on about his troubles and fears, stopping now and then to see if Ben 10's listening. The night flies by in no time, and soon they head in to sleep.

"Ben…thanks…." Ben 10 glances at him, smiling as he spoke, "No problem. Besides, if you can't trust yourself, then you can you trust?" They both laugh a bit, and their laughter sounded almost too loud in the dark and quiet tent.

As the moon got higher in the sky, the only noise that could be heard from the tent that the counterparts share was breathing, as Ben 23 didn't have any nightmares that night. He did have dreams, however…good dreams about his good times with his Grandfather. He slept deeply that night.