My friend ZacPhi has been desperate to read this, after i told him about it. So this is dedicated to him.


"Ben, what is your problem? Just because Grandpa isn't here doesn't mean you have to go around trashing the hotel. If Grandpa came in he would kill us both." Gwen shouted.

"He said he wasn't going to be back for three days. And I'm bored." Ben explained in his XLR8 form, zipping around trashing the entire room.

"I seriously cannot believe I thought you would mature with age. You're 15 going on 10. Don't you think being 10 years old once was enough?"

"Never let the kid die. Besides I'll clean it up later." And the second those words left his mouth, they heard the all too familiar beep of the omnitrix. Ben skidded to a halt just as the red light flashed, his fifteen year old human self standing in the aliens place. His skills had improved as had Gwen's abilities. Gwen knew he was a dweeb but he had matured nicely physically. His brown hair hung slightly in his eyes, his beautiful grass green eyes. He had grown and was now a few inches taller than Gwen, and for a fifteen year old his had a nicely toned body. Even though he was her cousin, Gwen now thought he was cute. She blushed deeply looking down and pushing some of her hair behind her ear, the rest of it falling over one side of her face. Stop it Gwen, this is a simple crush, and your hormones are raging. You'll get over it soon. Only she had a good feeling she wouldn't. Ever since she was 11, she thought her cousin was cute, but was always able to hide it with the snide comments and constant banter.

Ben watched his blushing cousin intently. She's so cute when she's blushing. Yes, Ben Tennyson thought his cousin was cute. With her fiery red hair, that brushed her shoulders ever so slightly, most of it held back by her violet head band, her emerald green eyes, her amazing curves yet petite shape. He blushed beet red, rubbing the back of his neck as Gwen said, "Yeah, but if you keep being so childish then you'll end up getting yourself killed."

"Really? I find that hard to believe especially since I have this." Ben flashed the alien watch in front of Gwen's face and all she did was roll her eyes.

"If someone with my kind of powers or even one of my kind came to kill you, you'd be dead in seconds. I could shoot you down before you even dialled the right alien." Gwen's fist glowed violet and flared. Her mana used to be blue but it seems the more she practises the more advanced her powers got and the darker the colour became. "Why do you always make me feel so incompentent? You always dumb me down even when I didn't have the omnitrix. I always feel inferior to you, even though I'm the oldest."

Gwen's eyes widened before she looked down at the floor, ashamed, finally realising how right he was. "I didn't mean it like that Ben, I really didn't. You have the strongest weapon in the universe on your wrist and if you ask me, there is no one better suited for handling it. So I'm sorry if I ever insulted you and made you feel like crap. I just care about your well being and I'm trying to make you see all the other dangers, is all."

Ben was completely taken aback by the apology. "You really mean it? I mean, you never apologise to me."

"I really do mean it, Ben." She smiled a small smile before smirking. "You're still a dweeb." She pushed him lightly and he chuckled; his laugh the most amazing thing she had ever heard, making her feel hot inside.

"Yeah, and you're still a doofus." He pushed a little harder and soon they were having their very own shoving war. At one point, Gwen pushed him hard enough to make him fall on his behind, and the furniture lying all over the floor was a great assistance. Ben was up and chasing Gwen again in seconds but when he pushed her, Gwen tripped over the book case. Gwen turned, grabbing Ben's T-shirt as she fell, pulling him on top of her as she landed on the bed. She laughed as did Ben, but their laughs slowly faded as they noticed their current position. Ben's legs were straddling Gwen's waist, their chests were touching, their faces an inch apart, Ben's hands on either side of Gwen's head. Emerald green eyes met grass green as the two stared into each other, transfixed. Gwen's eyes continued to flick from Ben's eyes to his lips and back to his eyes again but she was determined not to give anything away. She watched as Ben slowly leant down, his lips brushing against her own and before he could pull away, her lips captured his in a searing kiss. She felt a sharp, chilling feeling shoot up her spine, a feeling like frost shooting up her back and through to every nerve ending in her body. She knew then that there was something special between her and her cousin besides the facts that they were related, they shared a birthday and they 'hated' each other. But their lips moved on their own accord and only when Ben's tongue ran along the back of Gwen's teeth and she moaned did she realise what they were doing. And when she realised, she knew that what they were doing would never work, what they would become would never be allowed, and who they wanted to be to each other couldn't happen. And no matter how much she wanted to relish in the feelings that Ben was giving her, she pushed Ben away, sitting up on the bed and moving over to one of the pillows, holding her knees up. As her heart rate slowed down, and her breathing went back to normal, her mind started working properly again, methodical reasoning and thousands of ordered questions that all linked together rushing through her mind in a single instant. What am I doing? Am I insane? Her cheeks were definitely beet red and when she glanced over her cousin, she could see the deep blush that stained his naturally olive cheeks. She cleared her throat as if to start conversation, but she could find no words. She paused for a long minute before clearing her throat again. "So... are you planning on tidying up the mess you made? I mean you saw what happened; you saw how dangerous leaving stuff on the floor; people can trip over."

"Yeah, I'll tidy up. Do you mind helping me out? I know it wasn't you mess, but all this mess was created by the fastest creature in the universe. Two sets of hands is always better than one."

"Sure." Gwen stood, starting to put stuff where it belonged, as did Ben and after an hour they were practically finished. Gwen went to pick up the wardrobe, and so did Ben and when they picked it up, Ben's right hand was on top of Gwen's left. A fuzzy feeling formed on the top of her hand, underneath where Ben's hand was, along with frosty impulses shooting up to her brain sending it into some kind of haywire or malfunction, switching to girly teenager mode. They pushed the wardrobe up, Gwen blushing again and before she could pull her hand away, Ben caught it in his. He drew patterns on the back of her hand with his thumb and stepped forward, his face a few inches from Gwen's. "So did you really mean what you said before? About you caring about my well being?"

"Of course, I'm your cousin."

"Oh so its just because you're family you care?"

"Not entirely."

"What about what happened on the bed, what did that mean?"

"I like you Ben."

"How much?"

"I don't know."

"Well, how about we find out?" His lips captured Gwen's in a passionate kiss. The feeling returned, Gwen's mind reeling, her thoughts jumbled together in disjointed, incomprehensible clauses. His hands wrapped around her waist, cool tingles forming in bundles under his hands, her hands instinctively holding onto his top and pulling him towards the bed. They never broke the lip lock until breath was absolutely necessary. When they broke apart, they could smell each other's scents wafting through their breath, the taste of each other stained on their lips, Gwen wasting no time in removing Ben's black shirt and revealing his amazingly toned torso. Her hands roamed over his chest, hot fires erupting inside Ben's being sending messages to the brain that sent him into a frenzy resulting in him ripping off her top and throwing it behind him.

Gwen almost moaned out as she felt his hard stomach against her own along with the fact that he was now placing open mouthed kisses down her neck, to her collarbone and sucking on it. She craned her neck to the side, exposing more skin of her neck, giving Ben more space, increasing the rate at which the icy cold chill spread across her entire being. Gwen could feel Ben's hot hands sensually gliding up her back before they unclasped her bra in one swift movement. She shivered in pleasure at the cool icy feelings that erupted wherever Ben's hands appeared to go, before he removed the flimsy material and stared down at his cousin's top half, pure desire in his eyes. However, Gwen was always self conscious of her body and the way Ben was looking at her just made her feel more conscious. Gwen wasn't big or anything, just your average C cup, so she crossed her arms over her chest. Ben looked down at her with a confused look and she couldn't seem to meet his gaze. He leant down, gently moving her arms away from her chest and making her look at him. "You're beautiful, just the way you are." He brought her lips into a sweet kiss, a less intense feeling washing over her, as opposed to ice cold chills she felt somewhat refreshed, like cool dew hanging on the leafs in early morning, when he started placing kisses down her jawline, her neck, her collarbone, the valley between her breasts and continuing to her stomach, the gentleness subsiding, the pleasure building as an ice cold pool in the pit of her stomach.

He undid the button of her trousers, caught the zipper in his teeth before pulling down, sticking two fingers in the sides of her trousers, removing her trousers along with her undies, leaving her completely naked for him to gaze on. Kneeling, he looked at her beautiful form and before he could blink, she was on her knees staring him in the face. She leant towards his ear, "My turn." She nibbled on his earlobe as she undid his trousers, her tongue sensually gliding along the shell of his ear as she removed his boxers and threw them with the other discarded clothing. "Much better," she stated before wrapping her arms around his neck and pulling him on top of her, their lips caught in a lustful embrace.

His mind could barely comprehend what was happening, his brain slightly dysfunctional as wave after wave of heat washed over him. Heat was building inside him, a fiery entity forming as more and more heat and pressure was given to him through the burning pleasure Gwen made him feel. Gwen felt Ben's hands trail up her sides, leaving chills that were in no way unpleasant wherever he touched, before they squeezed her perky breasts. Her nipples hardened to a point, and she moaned out as Ben pressed down on her erect nipples. Gwen could feel Ben's member at her wet entrance, and she knew he was turned on right now as she felt his pre cum dribble over her clit and between her folds. The warm, sticky substance sluggishly ran over her and she moaned again, almost having her orgasm there and then. "Ben..?" She breathed out.

"Yeah?" He answered, massaging her soft tits.

"I... I need... You." She answered between breaths.

"Where do you need me?" Ben asked huskily in her ear, rubbing his thumbs over the erects points on her breast, icy impulses shooting through her, Gwen's eyes rolling back in her head as he rubbed the tip of his member along her clit and over her folds to her entrance. "Is this where you need me?"

Gwen moaned, nodding frantically as he prodded at her entrance, his tongue now flicking her hard nipples, blowing over them stealing away all the heat and replacing it with the all too pleasing sensation of ice. "I need you... Inside me Ben," Gwen gasped. Then she felt him push in, coming to her hymen, the one sign that showed she was still a virgin. Gwen's chest rose several inches off the bed, arms stretched out either side of her, clutching tangled bed covers for dear life. She let out a breath - half gasp, half moan - somehow trying to find someway to comprehend what was going on but pure lust clouded her senses, everything zoned in on just her and Ben, nothing else mattered. Ben hovered over her, half inside her, panting already, his head down above her shoulder. His eyes were squeezed shut, his body was tense, fires bursting from his core, up through to his brain, all of it so sereal yet very real. Everything outside was forgotten, all his brain could focus on was Gwen and how tight she was around him, how her chest was pressed against his own and the look of pure bliss shining from her beautiful features, a look he wanted to see on her face forever. He was brought out of his thoughts when Gwen somewhat managed between gasps, "I need all of you Ben. Now."

"Gwen, are you sure?" The two lay there, about to cross a line that couldn't be returned from. He was about to lose his virginity and he would be the one that took away Gwen's.

"Please Ben, I need you more than anything right now." Her head flew back and she cried in pleasure as Ben thrust himself fully inside her. She lay underneath Ben, her chest heaving as she let out gasps, beads of sweat already forming on her body, the sweat feeling like ice cold water against her burning skin as it slid down her cheeks, her neck, arms and down the valley between her breasts before continuing down her stomach and over her legs.

Her mind couldn't focus, her body reacting solely on Ben as he slowly pulled out and slid back in again, a moan escaping his mouth somewhat harmonising with Gwen's. He couldn't think straight, he could just about stop himself from cumming right there. Gwen was just doing things to him, making him feel things that he assumed no human could possibly give. His mind could barely form the thought that maybe it was the fact that she was an Anadite that made this feel so amazing, but that didn't matter. He continued to slowly pull out of Gwen before slowly sliding into her, starting to set a pace, the tempo rising. His senses were solely pinpointed on Gwen; the taste of her as he sucked the skin on her shoulder, the smell of her hair that brushed his face as she met every one of his thrusts.

He could hear Gwen's panting and moaning in his ear, the occasionally coo escaping her mouth when he increased the tempo a fraction each time. Gwen could feel the ice cold pool in her body start to expand and freeze, the pressure building in her hot core and she knew she was close, she felt like she might explode. Ben thrust deeper inside Gwen, screams erupting from her mouth every so often, the hot burning pressure building in his stomach. He thought he might melt, the heat inside him spreading through to the end of every nerve in his body. The pressure continued to build as he thrust harder, deeper and faster into Gwen's tight sex, the feeling too strong, too intense for him to control.

Gwen lay beneath Ben, arms stretched out, clutching the duvet beneath them, blood dribbling from her hands, nails digging into the flesh. Gwen didn't care, she couldn't. Her mind focused completely on Ben, feeling him slide into her and slide back out, the smell of mint wafting from his breath as he panted, his hair tickling her cheek. The ice spread inside her, freezing everything possible, pressure building to a point where the ice started to crack.

Ben slammed into Gwen one last time, the fire erupting inside him, the ice shattering inside her as they met each other, his seed jetting inside her, her juices spilling onto him. Fire met ice, and it was the most beautiful feeling either one had ever felt prior to their current situation. Ben lay on top of Gwen for a few minutes as each of them tried to catch their breath before rolling off to lie next to her. Gwen glanced over at her cousin, who turned his head in her direction, eyes meeting before Gwen leant forward and kissed him sweetly. The feeling was calming and soothing, numbing the aftermath of the explosions that occured within them only minutes before. They pulled away slowly, Gwen pushing some of Ben's hair off his face as he brushed some of her hair behind her ear, both of them breathing small laughs. Gwen stared into her cousin's grass green eyes as he did hers, both of them pleased and rather shocked by the intensity of the love they found there. Gwen smiled, wrapping her arms around Ben's torso, burying her face in his chest, asking, "Does that answer your question?"

Ben rested his cheek on Gwen's head, stroking her hair and wrapping his free arm around her waist, answering, "I believe it does."


Please review. I'm sorry if its rather long and if there's too much description. Just tell me what you think, I'd love to know.