Ben and Gwen were up in Gwen's room doing some homework, with a little encouragement from Gwen, Ben actually was studying. He didn't like school but he didn't want to fail either. They had started with English and had since gone on to American History.

"Alright Ben, how about we quiz each other, I'll start... Why was the battle of Bunker Hill incorrectly named?"

"I know this one! The battle happened on Breeds hill but the smoke from all of the guns rose to Bunker Hill because it was taller, and when people looked they thought that's where the battle was being fought."

"Great! Now ask me one"

"Okay, hmm, alright, how did the colonial ship Bonhomme Richard get its name?"

"Please, that's easy…John Paul Jones gave it that name in honor of Benjamin Franklin."

"Right, you know I need a break. Let's go get some lunch."

Gwen realized she was getting a little hungry herself. "Alright, let's go down stairs and make some sandwiches."

The two got to the kitchen and started looking through the refrigerator to see what kind of sandwiches they could make. They found some lunch meat and sat down to eat. As they ate their food Gwen remarked, "You know I think you just might do okay on this test. I'm proud of you for sticking with your study."

Thanks, and thanks for helping me to stick with it. You know it doesn't suck so much when we study together."

It felt good to hear him say that. The last few weeks of going to school with Ben and having him living in her home had given her a lot of insight into him. She had begun to suspect that his dumb act was just that, an act. After all he could be pretty clever when he needed to be, like in battle. From watching him she had found that a lot of his problems stemmed from the school bullies. Ben was not a big kid and a mediocre athlete and that made him a target. If he had really done what she had come to think he could do academically, he would be labeled a nerd, or worse, he'd be the kid who raised the curve and he would have been that much more of a target. She felt kind of bad that she had fed his insecurities with comments about his height. So she focused on little boost like mentioning the homerun he had hit at the little league world series, or what a huge guy Ben 10K was.

Ben 10K… when she has finally seen him as a human, she was amazed at how tall and well-muscled he was, although she could have done without the beard and mustache. Gwen had a hard time taking her eyes off of him and was afraid that it was obvious. She wondered if Ben had the same problem with Gwendolyn.

That, of course, brought up another issue. Gwen had been thinking about her talk with Ken for a couple of weeks now and had talked to him since, and she was coming to some conclusions about her feelings. Now she needed to talk with Ben about it. She had told Ken how nervous she was about bringing this up with Ben and Ken had said that he didn't think she needed to be so nervous. He wouldn't tell her what insights made him say that but she hoped he was right. Gwen was just about to speak when Ben spoke first.

"Gwen, I need to talk to you about something."

"Okay, what?"

"Well, it's kind of personal and I don't want to have someone walk in on our conversation."

"Alright, well, tomorrow's Saturday why don't we tell everyone that I talked you into going shopping with me and we can find some time to talk then."

"Shopping, uh, ok I guess that's alright, then I know an out of the way place where we can have some privacy."

"Great, for now though, let's finish our homework."

The next day Ben and Gwen went shopping just as they said. At the Bellwood mall, Gwen bought two new dresses, one pair of slacks and some shoes. They had lunch at the food court and stopped in at the game shop so Ben could check out some new game titles.

After their shopping they left the mall and Gwen said. "Okay so you had a place where we can talk."

"Yeah, it's out in a little wooded area, just a short stinkfly ride away."

"Come on, stink fly, there's a reason why we call it that." Actually she loved flying with him but she didn't want to admit it.

"You can't fool me, I have a wide field of vision as stinkfly and I've seen your face when you're riding, so let's go."

"Okay. "She said, Ben transformed and Gwen got on. He took them to a small cave and transformed back into human form.

"This is really nice, how did you find it?"

"I like exploring, and I knew that we would need a private place to practice, we don't want spectators to know all of our moves."

"Makes sense, so what did you want to talk about?"

"Uh, well, I don't know how to start. I mean it's kind of personal and, well I'm afraid you might get really mad."

"I can't promise that I won't but I can promise that I'll hear you out before I react."

"Okay, it's just that, well, things have changed a lot for us since we started that road trip last summer"

She chuckled nervously, "Yeah a lot."

"Well, you know I kind of had to face what"…Ben was getting tongue tied; "let me start again. A few times you could have died, like when Vilgax held you hostage to get the omnitrix. And then I found out I could lose you and not even know about it. Like when Charmcaster switched bodies with you. I tried to tell myself that I just didn't want to try to explain everything to Uncle Frank and Aunt Lilly. But I had to face the fact that, that wasn't what I was really worried about."

Gwen was focused now on every word from Ben, she could only hope this might go where she would like it to go. "What were you really worried about then."

"I was laying there in my bunk in the rustbucket and things just caught up with me I guess. I thought about going on without you and the idea terrified me. Then seeing what kind of guy I could become, someone you might not want to hang around with, well I guess that's why it got to me that Gwendolyn didn't leave him, and It really made me look at you differently."

"Hey" she said with a grin, "you're stuck with me, like it or not.

"Yeah" he continued, "Well, then when the wild vines took you… when you let them take you to save me. It was too much, I didn't care about the universe I just wanted you back, but I had to do what I knew you would want and save everyone else. But Gwen, I don't know how to tell you what I felt when I saw you again. I've never felt that happy or relieved.

Gwen paid silent attention to Ben as he continued her hope growing as she listened.

"Well, Gwen. I gave a lot of thought to things but I was still really confused, so I called Ken a couple of weeks ago and talked to him about it."

He had spoken to Ken, about the same time she had, Maybe this is why Ken could be so reassuring when she talked to him latter, if he'd known that she would be rejected he would have tried to prepare her, but he'd only had encouraging words. "Well, how did that go?"

"Okay, here's the hard part. Gwen, I realized how much you mean to me and how deep my feelings run…and I'm afraid that you won't take it very well."

"I'll be open minded." She said softly.

"Gwen, my feelings for you go deeper than they should." Ben's eyes were tearing up as he braced for the reaction he feared. "Gwen, I've realized that I…well that I love you. And I don't mean like I love Ken or Aunt Lilly or grandpa. I mean I'm in love with you."

He felt like his heart was waiting to see if it was safe to beat again as he waited for Gwen to decide his fate. She just stood there for a minute, and then a tear started to well up in one eye. 'Now I've done it, I've hurt her, or made her incredibly angry.'

Then Gwen started to laugh, the relief felt so good. She saw the puzzled look on Bens face and she told him "I've been thinking a lot of the same things. In fact I had a talk with Ken about the same time you did. At first he wanted me to make sure that it wasn't just a crush, and when I spoke to him about a week later I knew for sure that it was the real thing. "Ben, "she said through tears and laughter. "I'm in love with you too."

The same hysterical relief started to come over Ben and the two closed the distance between them and embraced. They looked at each other and Ben said, "I guess there's one thing left to make it official."

"Oh, and what is that." She said playfully.

Their faces moved closer until their lips met. All of the anxiety, the confusion and fear were released. The kiss spoke more than words could, saying 'you're mine! I'm yours! I love you!

They separated but still held each other.

"This is too good, "Gwen said, I know this sounds corny, but, is this real, I mean it's not just some silly crush?"

"No, it's not just a crush, I know it's real."

"So" Gwen started, "where do we go from here, do we keep this between us for now? I mean, I don't know how everyone else will react. I know that they are expecting us to start dating soon but I don't think they are expecting us to start dating each other."

"Well, Ken already knows, and I guess he's okay with it. I say we kind of subtly test the waters with grandpa and if he's with us then maybe we can tell the others. For now, I think our training session went long, like till after sunset, let's just sit and watch it."

"I like that idea."

They sat on the ground, arms around each other. They spoke about all that had brought them to this point. And they spoke about their future.

"Gwen, just how different do you think our future will be from what we saw?"

"I guess we don't know, I mean we were warned about how 10K turned out and you promised me that you wouldn't be like that."

"Yeah, and you promised to help me, well, stay me."

"Yeah, I don't want to have to kidnap myself someday." She said with a laugh.

Then Ben decided to take a little risk. "I didn't look too closely but I didn't see rings on their fingers either, that's going to have to change."

She smiled, "Yeah that will have to change."

"I did notice you looking at Gwendolyn's earrings though and it gave me a great idea for a future gift, so during Grandpas 80th birthday party I asked her where she got them."

"What did she say?" Gwen was obviously interested in the answer.

"Her answer was…Well Ben, I don't know, you never told me."

"I guess you'll just have to keep your eyes open for them."

The sun was going down so, as much as she would like to stay where they were she said to Ben "I think we'd better get home or we're going to have some explaining to do, and I don't think we want to do that right now."

"You're right, but before we go I want to ask you out on our first date."

"Okay, what did you have in mind?"

"A movie and some diner, it won't be five star but it won't be Sir Cheesealots."

"Okay, but not some horror movie."

"No, that wouldn't be a good date movie. I was thinking of one called 'Split the Ice Apart'. It's about how a friendship between a man and a woman turns to love."

Gwen was surprised at bens thoughtful choice of movies. "Ben, I'm sorry to tell you this but I think you might be growing up."

"Will you love me anyway?"

"YES."

"Come on lets go." He said as he dialed in stink fly.

Ben, hit the omnitrix to make the change, Gwen got on and they went home, ready to face there greatest adventure yet…love.

AN: do you want to "see" the movie Ben and Gwen are going to? Split the Ice Apart by AirbornAnomaly can be found on my favorites list. I enthusiastically recommend it.

AN2: This is dedicated to everyone in lounge 7. Hope you guys like it.