A/N: I rewatched the Ultimate Alien episode "The Perfect Girlfriend" recently, and while I love it, I feel like Julie and Ben should have gotten some screentime for the aftermath. The ending was so abruptly. And considering that this is the second time this has happened, I would assume that Julie has some thoughts on the matter. So, welcome to my self-indulgent trash.

Be aware, this fic will reference the Ultimate Alien episodes "Revenge of the Swarm," and "The Perfect Girlfriend," as well as the live-action movie, "Alien Swarm." And some more obscure bits from Elena and Ben's childhood. Just so you guys know I'm not making things up.

"Are you alright?"

Julie blinked, jarred from her thoughts. She hadn't realized that she was spacing out like that. There was a lot for her to process.

She still had her arm around Ben's shoulders. Her other hand was curled in the damp grass of his front lawn, There was dirt beneath her nails, but Julie was glad for it. It reminded her that this was real. What she had witnessed wasn't a dream or illusion. They had both almost been killed, and it wouldn't have taken longer than a second. How did Ben do this every day of his life? The whole fight must have taken less than a minute, but Julie couldn't seem to wrap her mind around it.

"Uh, Julie? You can hear me, can't you?" Ben lifted one arm to wave in front of her eyes. When he put his weight on just the one, Julie noticed it shaking. And did his voice sound a little hoarse, too?

"I'm fine," she finally managed. Processing could come later. Now that she was back in reality, Julie noticed that Ben was still on his hands and knees. He hadn't tried to stand yet. Was it because he was still hurting, or because he was waiting for her? For someone who was such a bad liar, Julie had such a hard time reading Ben when he got into "hero mode." Regardless, Julie knew that she needed to be present right now, not lost in thought.

She shifted her hold on him, earning a perplexed look from her boyfriend. Julie didn't usually take care of him like this, but Ben didn't protest as she sat them back so he could rest easier. He might have an ego the size of Bellwood, but Ben was still human, and suffocation was strenuous for anyone to recover from. Now that the adrenaline had passed, he looked pale and cold.

They sat in silence. Ben had bent at the waist, resting his head in between his knees. It looked as though he was holding back vomit. Julie bit her lip, worried, but didn't want to interrupt by having him talk. Instead, she settled herself into the grass and gently rubbed his back. All of the information about helping an injured person from her health classes over the years went out the window. Suddenly, thought was difficult. She couldn't draw her mind somewhere else until Ben started to breathe normally again.

He was probably in shock. Julie felt like she ought to say something to take his mind off of it, but she couldn't come up with anything that felt right. That look in his eyes said that he was thousands of miles away.

"Ben?" She asked tentatively. His head twitched as if he was trying to face her but couldn't make the muscles in his neck work. "Are you alright?" 'You're the one that almost suffocated, not me,' she thought but didn't let the words pass her lips. Ben would never listen to something reasonable like that. Sometimes, she thought that he was suicidal.

"Peachy," he replied dryly. Despite the situation, Julie managed a smile. At least he was being sarcastic. That was an improvement over being unresponsive. A little more seriously, he continued, "Just… uh, give me a second. Or two. I'm fine, just out of breath."

Julie's response was cut off by a violent, shaking cough. Ben had ducked his head down so low that his hair was brushing the grass. He coughed into his fist, the other gripping his shirt over his heart. The only thing that Julie could think to do was pound on his back. Doing it didn't lessen the god-awful sound of him hacking up a lung, but finally, he let out a pained groan and leaned back.

In his hand, there was one of Elena's nanochips. Julie almost didn't notice in the evening light, but then she tensed. The edges of it were speckled with blood. Ben didn't seem to have noticed. There were flakes of red around his mouth too, but he wiped them with the cuff of his jacket absently, probably thinking that it was only spit. And there was a fair amount of that as well, but that didn't help with the fact that her boyfriend was coughing up blood.

"Ben." It wasn't a question this time. Julie cupped his face in her hands, sitting up on her knees to get a good look at him. Cold sweat, pale, shaking, trouble breathing, far-away look in his eyes… She frowned. "You're hurt. Is something else wrong? You don't normally react this way after a fight." Silently, Julie regretted every time she had thought he acted too arrogant after defeating someone. She wished that he was bragging right now.

He laughed, only to end up turning his head away to cough again. Luckily, this time he didn't bring up any nanochips or blood. "Yeah, well… After a fight, I'm usually the winner. How did you get Elena to leave?" He asked, looking startlingly serious.

Uncomfortable with the subject, Julie shrugged and looked away. Right. He had probably been in too much pain trying to breathe to hear what she said. "I…" Julie took a deep breath, "I told her that if she was willing to kill you, then she didn't really love you at all. I don't think that she knows what love is."

Ben was quiet when he heard that. He considered it for a moment, then said, "And that made her leave?"

Something about the question struck Julie as odd. She couldn't sense any sarcasm or ill-intent in his tone, but he didn't sound relieved, either. Not exactly. "Yes," said Julie with a slow nod. "Maybe I finally got through to her."

To her surprise, Ben grimaced. "I doubt it," he sighed, gently but firmly brushing her hands away. Julie folded them in her lap instead, not less willing to support him, even with all of his stubbornness. "We were— we talked. Me and Elena. Before you showed up." Ben glanced at her before looking back at the grass. Absentmindedly, he began pulling at the blades with shaky fists. "I don't know what to do, Julie. I want to help her. I can tell that she's not a bad person, she's just… confused. Those nanobots really messed with her, and the death of her dad didn't help. Before, when we were kids, she used to be my— be my best friend. We were on the same soccer team in elementary. Did I ever tell you that? I helped her get on when the others thought she wouldn't be any good, and she became our MVP. She was my first crush. And now she's…" Ben didn't have to finish. He stopped pulling at the grass, reaching towards his throat as he hitched around another painful breath.

Julie gave him a sympathetic look. "I know, Ben. It must hurt, to see her like this." She tried to imagine things the way that he did. Someone he had known for a good chunk of his life had tried to kill him. The memory of her earlier reaction, instant suspicion towards Ben when she found him home alone with Elena, suddenly made her stomach twist with guilt.

"I was trying to get through to her," Ben continued. It was like he hadn't heard Julie speak. And, given the hazy look in his eyes, he probably hadn't. "This is probably going to sound far-fetched, but— okay, so, the first time we fought, she mentioned that the nanochips grant all of her wishes. Even the ones that she isn't aware of. Isn't that a funny thing to mention? I thought that… that she must have liked me back when we were kids. And that she was probably crushing on me when we took down the fake Queen for that first time together. I mean, I know this probably isn't it, but I sort of thought that her obsession with the whole crushing on me thing was because she— she missed it. Being kids, I mean. When things were easier. When we were both normal humans playing soccer.

"Now look at us. She's not even human anymore, Julie. Her body is made of those things, and I'm not much better. Sometimes, my aliens feel more natural than being human does." He winced at the admission. Julie wanted to cut in, but he kept going, not letting her get a word in edgewise. "I thought that maybe I could get her to understand. But, Julie, you should have heard her talk. It was like nothing mattered besides making me happy. Like the world could end tomorrow and her concern would be that we hadn't spent enough time together. It was scary, how focused she was. I asked her what she wanted, but she couldn't even tell me that. My friend can't think for herself anymore, Julie."

And suddenly, Julie narrowed her eyes into a glare. She grabbed Ben by the shoulders, forcing him to look up at her before he could continue. "Don't you dare say it, Ben Tennyson. None of this is your fault. You couldn't have prevented this anymore that you could stop the sun from rising."

But before she had even finished, Ben was shaking his head. "But I could've," he stressed, looking pained. "I could have at least kept you from getting hurt, or kept my house in one piece." He gestured widely to the gaping hole that let into his living room. A chunk of plaster finally gave way and hit the grass, causing Ben to groan. "I can't believe I didn't figure it out sooner! Two days! Two days with her, and not once did I think that she wasn't—!"

A switch was flicked, and Ben's anger dissipated like smoke. His expression twisted as if remembering something unpleasant. When his eyes flicked to her, Julie was surprised to see how guilty he looked. She hesitated, but when he didn't continue, gently gave his shoulders a squeeze. "That she wasn't what? Ben?" Julie didn't say it, but there was an accusation in her words. How could he have let Elena fool him a second time?

He stubbornly refused to look at her for a moment longer, but then let out a sigh of defeat and slumped. "She disguised herself as you," he mumbled, so quiet that Julie had to strain to hear. "I don't know how she knew that you had left. She was probably watching me for a while, to find a good opportunity. I wouldn't be surprised." He made an unimpressed huff as if the idea of being stalked for over eight months was the least impressive thing an enemy had ever done. And, Julie realized with a start, it probably was.

But that wasn't what she wanted to talk about right now. She let her hands fall away, sitting back on her ankles. Her knees were sore and tinted green from the grass. "Two days?" She echoed his earlier indignant shout. The memory of watching someone with her face, her eyes filled with cruel satisfaction while Ben suffocated swam in front of her eyes. "She… What did she do? Did you and her—" She couldn't finish. The thought made her skin crawl.

If it were possible, Ben looked even more appalled than she did. "What? No, of course not! I didn't even kiss her, Julie, I swear." And he said it with such fierce certainty that Julie, almost against her better judgment, believed it.

They had never talked about doing that before, and Julie was content to avoid it for a few more years. Kissing was fine. Pressing against his chest when they cuddled was nice. Sometimes, a kiss would linger far longer than Julie would normally allow, and the way that her skin felt hot and her head buzzed always made her smile. But they had never removed clothes. Julie wasn't sure what she would have done if Ben's first experience with her body was with that monster.

"Good." Julie managed a nod. She felt light-headed. Her lips parted, mouth dry, and all she could manage to croaked out was a weak repeat of, "Two days…?"

Ben forced a smile. "Yeah. I should have known that it wasn't you. She was too…"

Through her dizziness, Julie managed the energy to frown. "Too what?" Too smart? Elena was sixteen and building technology that could change the world. Julie knew that she was intelligent, but getting an A on the calculus test suddenly seemed pathetic. Had Elena been too talented? Too athletic? Would Ben have preferred a girl who played soccer over one that enjoyed tennis? Getting jealous over a girl who had nearly killed Ben twice seemed pretty low, but Julie couldn't help the sudden sense of inadequacy that came over her. Ben had known this girl for half of his life. She was his first crush — he had admitted it. Was she a better girlfriend?

"She was too agreeable," Ben said finally.

Julie blinked. "What?"

Her tone was a mix of disbelief, anger, frustration, confusion, and sadness. Quickly, Ben began to backtrack, shaking his head and holding his hands up in surrender. "No, not like that! I'm not saying that you're not agreeable, Julie, it's just that she—" He cut himself off, realizing that rambling wasn't helping.

"Okay. Let me explain it this way." He sighed. "She agreed with everything that I said. She doted on me like she was my mom. It was like she went out of her way to avoid having a personality or interests. And I think that was why it took me so long to figure out that it wasn't you."

At this, Julie raised an eyebrow. "...You're not very good at explaining, Ben."

He winced. "Yeah, alright, that sounded better in my head. Sorry. Just let me think for a minute. Okay?"

They lapsed into silence. Julie let it, knowing that he needed to work out what he was going to say. Ben was a quick thinker in the heat of battle but, bless him, talking to people openly would never be his strong suit.

This time, when Ben coughed, it was much less violent than before. He turned his head, covering his mouth in the crook of his arm, and came back with another nanochip. This one had blood on it, too. Ben grimaced, but only spared it a glance before flicking it over his shoulder. He rubbed his chest, prodding over his trachea as though feeling a bruise. "Hope she didn't leave too many in my lungs…" He muttered.

At least he had finally found the words. Ben looked to her with an apologetic smile. "She made it easy," he said simply. "We're both busy people, Julie. You're probably going to be playing tennis all over the world soon, and I'll always have an unpredictable schedule as long as I'm Ben 10. When she was pretending to be you, she hardly ever left me alone. It was nice to be around you that much. I didn't want to think that it wasn't really you. Even if Elen and I didn't talk a whole bunch, I just liked to see you. I think that Elena knew that. It's probably why she waited so long to take your place."

Julie was torn between punching him and kissing him. One the one hand, he should know her well enough to know when she's not herself. On the other, had they even spent enough time together recently for him to be certain? They had argued outside of the airport terminal, and after fights where she was in the wrong, Julie knew that she could be quite doting as a way to apologize. It was just in her nature. And she had missed Ben, too. He was right. They were too busy to see each other as often as they wanted. If someone who looked identical to Ben suddenly began showering her in affection, well… Julie was ashamed to admit that she probably wouldn't have handled the situation much better.

She grappled with a decision for a moment before, with an exasperated sigh, Julie leaned down and wrapped her arms around his neck in a tight hug. After what had happened, she simply didn't have it in her to be mad.

For a second, he went tense with surprise but was quick to hug her back. "You're not upset?" He blurted out.

It had crossed her mind to be angry, but honestly, Julie felt that her boyfriend had been through enough for one night. "Maybe a little," she said teasingly. "You can make it up to me by visiting the hospital to get your lungs looked at. And once you have a clean bill of health, we can get smoothies together. Just us. Let Gwen and Kevin handle the aliens for an afternoon."

Ben chuckled and, even though he had to stop to hold back the urge to cough again, it was the best sound that Julie had heard all night. She was still worried about metal bits caught in his lungs, but under her touch, his body thrummed with his heartbeat. He was still breathing, and that was more than enough.

A/N: I wrote this in, like, an hour or two, so if it's shitty, just don't tell me so I can continue living in ignorance.

PSA: Ben and Julie's breakup was one of the biggest mistakes that the series ever made and no one can change my mind.