If only you knew... (Ben 10 AF,UA, BenxGwen Fanfic)

Chapter 1: If only you knew...

Setting: Alien Force, Ultimate Alien

Disclaimer: Don't own any rights to this show, Cartoon Network and Man of Action owns it, I just make FF. Rating 18+

Summary: Ben and Gwen have feelings for each other, it's just that Gwen doesn't know yet. Ben just broke up with Julie, and many more to come.

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It was a lazy afternoon in the household of Ben Tennyson, all three were gathered in Ben's room. Ben was watching Sumo Slammers, Kevin and Gwen were snuggling on Ben's bed, Ever since he came back from his mutation from Ben's Ultimatrix, he changed on how he looked at Gwen, he looked at her more than just a 'girlfriend', he's been spending most of his time with Gwen now ever since the altercation, and he has been showing his love more affectionately, and the fact that Gwen likes it, means its a win-win situation, He's still the same Kevin, but a bit more of a loving one, when it comes to Gwen at certain times.

"Hey Kev? Where did you want to go again tomorrow?" said Gwen while being cuddled by Kevin from a spooning position. "Just wanted to get some tech for my ride, just 2 miles outside of Bellwood." he replied. "You don't have to come if you don't want to, I won't be snobby about it." Gwen proceeds to look back at Kevin and says "No. I want to come, I have nothing better to do tomorrow." after hearing this Ben looked back at Gwen and said "Gwen, tomorrow we have to go back to Grandpa and help him out with unloading and loading new stuff in the Old Rust Bucket." After hearing what Ben had said, Gwen replies: "Oh shoot, I totally forgot about that." she turns ever so amused at her forgetting something important. "It's alright, I can just pick it up and be back in a jiff, it will only probably take me an hour or two to go through and back." Gwen looks at Kevin cupping his face, "No, I'll still go with you, Ben has it covered, right Ben? I mean you can turn into an alien double the work load, makes it easier." Upon hearing this Ben slightly frowned "I'll take care of it, but you promised Grandpa to help him, you should have a good explanation to back you up." Gwen nods in reply "I will, don't worry Ben."

Minutes passed as Kevin and Gwen suddenly started making out, Gwen and Kevin thought that Ben's show would distract him enough to not notice them making out, but little did they know Ben could notice what they were doing. After a brief period Ben couldn't stand the sound of wet slobbery mouths collide to one another, so he stood up and excused himself from his own room, he stood up and looked at them saying: "I'm going to take a walk, don't wait up, just text me when you leave." Kevin and Gwen were too into it to notice Ben and hear what he was saying so Ben got his coat and left.

Gwen didn't know that his own cousin fancied her, Ben was very conflicted during those moments, whenever they made out, it was new to him seeing them like this, especially Ben. I guess they realized they liked each other more than they thought. 'I feel so.....so.....so.....ughhh, maybe if I try to find a distraction.' as he was walking he thought about his problem for so long that he forgot that he was already standing in front of Mr. Smoothie. "Wow so much for getting my mind off of it." as he sighs, he walks up to the counter and orders his smoothie.

Hours have passed and it was now midnight, Ben thought to himself that he should go home because it was getting late and after hours of deep thinking he got his mind off of Gwen and Kevin. He decided to go alien and turn into Fasttrack so that he wouldn't take long and it would only take a couple of seconds to get back. When Ben pulled up to the curb, he saw only his and his parents car, meaning that Kev and Gwen were already gone.

Ben went upstairs to his room and opened his door and didn't expect Gwen to be asleep on his bed, he went up to Gwen who was fast asleep, he saw this very beautiful redhead in front of him, he swept away Gwen's hair that was in front of her face and tucked her in so that she could sleep comfortably. Ben went to his closet and got some spare comforters, pillows and a mattress, he laid it out on the floor and laid down to relax and wrapped himself around the comforter. Another hour has passed and Ben couldn't go to sleep, he checked the clock and saw it was fourteen minutes past one, 'Another hour passed, why can't I fall asleep?' He grew irritated, so he stood up and went outside and climbed to the roof and sat there with his legs dangling down the roof.

it's been thirty minutes now and he is still clouded with thoughts, 'It's so wrong, why am I in love with Gwen, jeez, my own cousin for god sakes.' Ben grabbed his hair in frustration, "What is wrong with me?" He slowly laid down on the rooftop looking at the stars. He left a huge puff of air from his mouth, and proceeded to say: "I tucked you in, you're supposed to be asleep." All this time he was on top of the roof, Gwen followed him and used an invisibility spell to stalk him. "How did you know I was here?" Gwen asked, "I'm not the greatest hero in the entire universe for nothing you know. You've been hiding there for half an hour." Gwen nodded in agreement. "Could I join you?" Gwen asked, "Weren't you already joining me the minute you went up here?" Gwen shot Ben that 'really' look. "Alright, come sit."

As she sat down, she took a moment and looked at Ben without saying anything, Ben looked back at her. "Why are you looking at me like that" Ben asked. "You said that there's something wrong with you. Well what is it?" Ben didn't like being asked these questions especially to the one person he wants to hide it from. "It's nothing." Gwen gave him that look again. "Really, It's nothing." Gwen crosses her arms in annoyance as to why he doesn't want to say what his problem is. "Gwen, if it were important, I would've already told you. But seriously, it isn't a big deal." Gwen replies: "You saying that it isn't a big deal, means it is a BIG deal." Ben lays back down and says "Why are you here, aren't you supposed to be home? Why did you fall asleep on my bed? Kevin was here to take you home." Gwen didn't answer his question but she replied: "I know that something has been up and bothering you, ever since Kevin's mutation incident ended, you've been distant towards us, towards me, especially me Ben. Hell you were acting like this ever since you got the Ultimatrix, and that's been a half year ago." Ben knew he was caught, Like a deer caught in headlights, no one knew Ben more than Gwen, not even Grandpa and his own parents. Ben wanted this to end, why was he being interrogated. Should he lie or should he break? so much things are going on in his mind with so little time to process. "It's Julie isn't it?" Ben was shocked that Gwen brought her up, but he just had to go with the flow, to keep his 'thing' away from her. "Yeah, it's been quite lonely without her, I guess I under appreciated her and took her for granted, to the point I drove her away. Doing all this alien work, I just forgot that I still had her until..." Gwen replies: "You lost her." "Yeah, until I lost her." Gwen puts a hand on his back and rubs it "Don't worry Ben, were here for you." Ben smiles back and says: "Thanks, it means a lot." Gwen leans in to hug Ben, when she hugged Ben, she used her mana and sensed that he hadn't told the truth and It was a lot for him to take in by himself. But she didn't pry to much, not right now. "Feel better now Ben?" "A lot thanks to you Gwen. Wanna head back inside it's almost two a.m.?" Gwen didn't want to go in yet so she told Ben that she wanted to stay out and watch the stars. "Mind if you keep me company?" Gwen asked, Ben simply nodded in agreement and just laid there with Gwen.

'It feels good being with Gwen, I wish we were something more. But at the end of the day, I have to be realistic, It's never going to happen.' "You'll find someone Ben, I know you will." Ben just laid there and said: "I already found someone, I wanted to give her a try." Gwen looked at him ecstatically. "Really? Who? Why don't you go for it?" Ben let out a small chuckle. "I would ask her out in a heartbeat4, but she won't agree with me." Gwen wondered what he meant by that. "Why not, you're Ben 10. Hero and savior of the universe, not to mention also cute, sweet, and charming." Ben told her: "She wouldn't agree with me given our current and forever conditions, there are just some things you don't do, no matter how bad you want it, it's for the greater good." Ben suddenly said something deep from his heart "You know Gwen, there isn't anything in this world that I wouldn't do for her, and she still doesn't know who I am." Gwen was in awe. 'Ben has changed ever since we were kids, you can really tell how much he's grown over the years' Gwen thought to herself. "Well if you told her, what you just said to me, I think she will consider going out with you, she'll know that you're really into her, she would love you in an instant." While Gwen was busy viewing the beautiful stars, Ben looked over to her just to adore the beautiful star that was beside him. "Yeah. If only she knew..."

That's the first Chapter guys hope you guys enjoyed this Fanfiction.

Please leave comments, I'd love to answer them.

Peace out.