Ben 10 Porn Story: Counting Stars – Chapter 11

Disclaimer: I dont own Ben 10/Alien Force or its characters.

Gwen, come on now, you just gotta wake up

After having crashed his fathers corvette in the forest, and after having tumbled out of it upon coming to the horrifying realization that his Gwen had been thrown through the windshield during said crash, Ben had crawled on up to her, gathering her up in his arms as he beckoned with her to wake back up, to just open her eyes once more

Please just, come on

Continuing to plead with her unconscious, limp form, Ben bent down over her, his face burying against the top of her bosom as he began to cry, the warm, stinging, painful tears leaking from the corners of his eyes as he wept into her skin.

Baby come on, baby you cant leave me, not now Gwen baby, come on open your eyes

There was a space of time that lasted close to fifty-seven seconds that followed Bens final plea, before he noticed a motion from his cousin as her wrist twitched slightly; it was a movement that was followed by the sweetest, most welcome, most relief-giving sound that the green-eyed young man had ever heard in his entire life.

Ben?

Oh thank you, god

Lifting his face from her bosom to look back at her face as he now felt Gwen begin to stir in his arms, her body no longer limp, Ben continued crying, although while smiling at the same time, as he moved his lips down to her forehead, speaking against her skin there, You had me so scared to death

Tasting something silvery there on her skin as he spoke, Ben slowly moved his face back, only then noticing the slight gash on his cousins forehead.

Youre bleeding do you feel okay? Are you dizzy? In pain?

Ben, Im alrightI think. But, what happened?

The corvette, he answered, sniffling back some of his tears now as he spoke. I crashed it, remember?

Ah, she answered, slowly closing her eyes, before reopening them again. I told you that you shoulda let me drive

Letting out a brief chuckle at this, Ben pulled Gwen further up into his arms as he held her, before repeating himself from before, Seriously–never more scared in my life

Ill be alright Gwen insisted, before gasping suddenly, her hands moving to press back against Bens chest as she tried to lean herself back in his arms.

What is it? he asked her, concern flooding his eyes as he looked back down at her.

The Omnitrix! the exclaimed, a look of panic on her face. What happened to it–is it still in the car?

I, I dunno, Ben answered, glancing back toward the corvette as he spoke, before narrowing his eyes as he noticed a strange shadow fall over the beaten up vehicle.

With a loud, destructive crashing sound, the same craft that had seemingly been after Ben from all the way since his early departure from school, landed on the back side of the car, undoubtedly totaling a good portion of it as a strange, rod-shaped tool shot out of it, toward the dashboard at the front of the car.

Ben, you gotta go get the watch Gwen said to him weakly, her look of panic growing as she watched the craft search the car.

I know, Ben said, closing his eyes for a few seconds, mouthing something to himself, before turning to look back down at her. Listen, no matter what happens, you stay right here, unless you just have to move, for your own safety–do you understand me?

I understand.

Because youre already banged up enough, and–

I said I understand, Ben, just go, be the hero you are and get that watch back.

I love you, he said to her, his own green eyes piercing into hers as he continued looking down at her.

I love you, too.

After taking a deep breath, Ben moved his face down suddenly, bringing his lips to Gwens, kissing them fully, for an entirety of thirty seconds, before pulling away almost as suddenly as he had moved his face down to begin with. Lying her down gently onto the grassy forest floor, Ben gave Gwen a small smile, along with a wink, before taking off back for the car as it continued to be searched from mere feet away. Ill come back for you–dont worry, baby!

Okay, Ben, be careful! the redhead called back, moving a hand to her forehead as she remained laid back on the grass. Please, oh please, be careful

Hey, you!

Taking no notice of the mere human calling out to it, the alien spacecraft continued pillaging through Bens crashed car in its ever-present search for the Omnitrix.

I said, HEY YOU! Ben exclaimed, moving to pick up a rather large, thick, fallen tree branch from the ground as he spoke, before swinging it at the mechanism, wielding it as a weapon as he smacked the branch against the spaceship again and again and again.

When finally, after the eighth smack against it, there came a rather large arc of electrical fire from the right shoulder of the craft, Ben cackled in satisfaction of his mild success, before hurrying on over to the other side as quickly as he could, before swinging at that shoulder as well. He did happen to take notice of the fact that no matter what he did, the space craft just did not seem to want to pay him any attention at all, but, as he surmised to himself, this was undoubtedly just because it was so hell-bent on finding the watch that it was incapable of being distracted by anything else.

Laughing more as he got the reaction of the right side of the device now in the form of a second arcing flame, Ben moved to stand directly in front of the alien craft. However, just before he was able to quite move into position, the craft, after having apparently found what it was looking for, shot upwards from the vehicle, before landing right back down on the front of it, now totaling that front half of the corvette as well. Falling backwards as the robot-esque device made to shoot upwards again, before merely crashing right back down to the ground again, it occurred to Ben that perhaps the damage he had done to either of its shoulder areas was now preventing it from actually flying.

Haha, where are you gonna go now? he taunted as he got back up to his feet, before moving to run back around to the front of it, tree limb in hand.

Suddenly emitting a strange, radar-sounding sort of beeping noise, the malfunctioning spacecraft suddenly changed its course of moving only forward, instead turning to face Ben, before moving forward again, clearly pursuing him as the beeping sound intensified in both loudness and in proximity of how closely together the sounds were of each other.

Aww, not this again Ben whined, before sighing and tossing the limb aside and jumping backwards just in time to avoid getting zapped by a laser beam as one shot from the cannon-area of the craft.

Knowing that if, anything, he had to definitely lead the pursuant device away from Gwen, Ben turned on his heel, before hurrying on deeper into the woods of the forest, the craft following on closely after him, its beeping continuing on.

Continuing to lie back on the grass, Gwen kept a hand at her head as she moved her other hand down, placing her palm against the ground as she attempted to help push herself on up into a sitting position. True, she had agreed with Ben that shed stay where it was safe, but now that he had gone and left out of her sight, she had to, at the very least, go and find wherever it was now that he might be back in sight, just in case he really did need her help in recovering the Omnitrix after all.

I hope hes being careful she muttered to herself as she slowly managed to push herself up to her feet.

She had taken not even ten steps toward the patch of woods that Ben had gone through just moments beforehand when she paused, whipping her neck around toward the right of herself when she heard the sound of what seemed to be an engine of some sort revving, getting closer and closer.

Grandpa? Gwen questioned to herself a moment later, her brow furrowing as she watched an older looking R.V. pull right on up to beside where the now destroyed corvette was, before coming to a stop and parking there.

I talked them into letting me on out of that blasted hospital a little bit earlier than they had said they’d be letting me go, Max announced as he hurried on out of what Gwen presumed to be the other Rustbucket that he had been talking about before.

Grandpa! she called out to him, hurrying forward to meet him half-way, throwing her arms around him for a hug, before moving back and looking at him when said he said to her, What happened here, Gwendolyn? And where is your cousin?”

Gesturing toward the wrecked corvette, Gwen took hold of her grandfathers hand, saying to him, We were driving the corvette out this way to run from that craft as it chased after us to get the Omnitrix, but we crashed, and, as far as Ben goes, come with me–I think hes this way–and I think he might need our help

Help with what, Gwendolyn?

That, that thing, it took the Omnitrix–finally got a hold of it–then it chased Ben on off back this way. He might be in trouble, Grandpa

Lets not panic until we find him, Max said calmly in reply, still hand in hand with his granddaughter as he let her lead him on down through the trees of the forest.

I know I shouldnt panic, but I mean, it is Ben. I mean, as much as I love him, Grandpa, he can be still be a total dweeb sometimes, you know?

Noticing a bit of a strangeness in the way that his granddaughter spoke of her love for Ben, Max again thought back to when they had grabbed hands just earlier in the hospital, and he furrowed his brow as his mind began to make some sort of connection between the two occurrences. Albeit it was a bit of a leap, but what with the dreams Gwendolyn had been having, the way she was constantly upset over Ben, not to mention the way he had seemed so much closer to her than before, and how he had likewise missed her, Max couldnt help but to have an inkling that there was more than met the eye to his grandkids closeness, but now was not the time be worrying about it. Ben was potentially in trouble–that was all that needed to be on his mind.

Oh no

Glancing over and down at his granddaughter as she spoke, suddenly sounding very quiet when she did, Max paused his hurried steps to come to as stop along beside her.

What is it? he asked her, his eyes first scanning over the now treeless clearing, before glancing down towards the ground, where Gwen was also staring.

Its just like before he heard her whisper, her arms moving to cross across her bosom as she spoke.

Walking on out into the middle of a desolated, muddy and bloody field, Gwen crossed her arms across her chest with a shiver as an unnatural chill swept the air around her.

Moving to take a few steps ahead, hearing the squelching sound of the damp, swampy mud of the land beneath his boots as he walked, Max moved a hand back to motion for Gwen to walk forward also, feeling that, unless he was just imagining things, he could hear, off in the distance, a strange, yet familiar sort of sound.

Itll be alright, he said to Gwen, waiting for her to catch up, before taking her hand again and speeding up their collective pace as he moved toward the direction of the semi-distant sound. It was just a dream–the ground being muddy now is only coincidence.

I hope youre right Gwen muttered, tightening her hand within his as he led her onward.

For close to five minutes they continued on, stepping across the muddy ground, before something caught each of their respective gazes.

There he is, Grandpa Gwen said, sounding winded as she spoke, her hand breaking free from his as she tore off running forward toward the alien robot craft, which was currently positioned at the edge of a cliff, as it engaged in an all-out battle against Ben, who, from the looks of it, was simply playing a game of cat and mouse, in which he dove out of the way of the canons blasts, before throwing large rocks back at it, undoubtedly in the hopes of damaging it even more.

Please be careful, please, please Ben, be careful the redhead murmured to herself as she sped up, so much so that Grandpa Max was having trouble keeping up with her, but she couldnt help it–she had to get to Ben no matter what; maybe the ground being muddy could have been a coincidence, but now this?

Gwen and Ben were sitting on the edge of a cliff–why, she couldnt say–but they were holding hands, glancing away from each other as the clouds in the night sky above them parted, revealing a multitude of silver stars.

Im glad were together he said to her, turning his face to look at her, to which she continued glancing away, answering, So am I

I never thought itd happen, you know.

Me either

But it has. So lets just be happy

Turing to finally face Ben, Gwen spoke in reply,

Yes, lets always be hap–Ben?

Blinking, her hand suddenly feeling much colder as she glanced down to see that he was no longer holding it, Gwen glanced back upward, only to find that her cousin was not only no longer sitting beside her, but that he was simply nowhere to be found.

BEN?! she called out frantically, quickly standing as she felt her heart begin to hammer within her chest, panic seeping through her every pore. Where are you?!

Unknowing as to why or how she knew to look there, the redhead suddenly found herself moving over to the very edge of the cliff, her body doubling over as she peered down toward the cold, black ocean water below.

Ben!

Gwen? I thought I told you to stay where it was safe!

Im sorry!

Now running almost entirely up to her cousin as he ran amidst the laser beams at the very edge of the cliff, Gwen paused just sort of reaching him, before picking up a nearby rock, and mimicking his actions of throwing it at the mechanism.

Grandpa? Ben also called back as he looked to see Max hurrying on up to him as well. Look, you guys need to get back! Its dangerous!

No kidding! Gwen shouted back, before tossing another rock at the craft, before pausing as she noticed it turn its aim of attacks onto her instead of Ben.

Run, Gwen!

Quickly cartwheeling out of the line of fire from the laser canon, Gwen stopped her motions just as she reached the very, very edge of the cliff, her foot causing a bit of rubble to crumble from it as her foot landed down next to it. Also positioning itself at the very edge, causing more of the edge to crumble, the alien craft began beeping rapidly, before firing off a laser beam right at the trapped, helpless girl.

It was, as with the earlier car crash, over within the course of a moment. There was the sound of his own heart pounding angrily against his ribcage as he watched the robot aim an attack right at his cousin, his best friend, his lover his Gwen. Next thing he knew, he knew nothing at all, for the only important thing to him was saving Gwen. The way she screamed as he dove forward, throwing all of his weight at the damaged and grounded craft was not important. Nor was the way that Grandpa cried out as well. No. The only important part was that the girl he loved more than anything was safe, and it was with that relief-granting, peaceful thought that Ben plunged, along with the alien craft and the Omnitrix, down into the countless-feet deep ravine.

BEN! Gwen screamed, her eyes wide as she collapsed down to her knees, all of her breath seeming to have left her as she slowly peered down over the edge of the cliff, just in time to see the large ball of fire that followed the robot craft slamming down into the ground below, ensuring at once that both, gratefully, the alien craft was destroyed–gone forever, for good–and that Ben, tragically, heart-wrenchingly, heartbreakingly for Gwen–was gone, too.

No she said, still whispering as tears slowly filled her wide, green eyes, before falling from them, crashing rather than simply falling, onto the earth below her.

Moving forward, feeling as though his own heart had been ripped right from his chest at the loss of his grandson, Max moved to scoop up his surviving grandchild in his arms, before backing away from the edge of the cliff, lest it crumble more.

Grandpa we have to get him

Gwendolyn, Im sorry he said to the weeping, redheaded girl as he carried her onward, heading back until they reached the woods, his own chest now feeling very much as if it was devoid of having ever had a heart at all. Hes gone.

No Gwen whispered, her eyes remaining wide, unblinking as her head fell limply backwards, her gaze staring upward to the tops of the trees as her grandfather carried her back on through them. Hes I Grandpa, I love him

With a heavy, lamented sigh, Grandpa continued onward, saying, I know, Gwendolyn I… know. But hes gone now. You saw the explosion right? Its all over the alien, the watch we just need to worry about, about getting you seen about at the hospital now. Isn’t that blood on your forehead?

Not answering him, for she wasnt quite sure whether or not she even had a voice left to speak with, Gwen continued to stare blankly upward at the sky, her head remaining fallen limply backwards as she struggled to even breathe. Feeling as though her heart had been pierced right through, the arrow, so to speak, breaking each and every bone of her ribcage along the way as it did, Gwen tightened her hands into fists, feeling her fingernails dig painfully into her own palms as they did so, and finding that she welcomed this pain, for any distraction was better than none at all from the sadistic film that was still replaying in a sick, twisted morbid fashion in her mind: the last moments of Bens life.

Having no idea how, when, or even if shed ever be able to distract herself from the black hole that her heart had now fallen into, Gwen continued gazing blankly up toward the sky, gradually watching the tree tops disappear from sight as her grandpa carried her on out into the smaller clearing where the R.V. was parked.

Sticking her head a bit out through the now opened window of the corvette, Gwen gazed up at the stars as the coolness of the just after dark breeze blew back against her face. But so, why exactly am I looking at the stars?

Well its something I got used to doing if something was troubling me, Ben admitted, flicking on the corvettes left hand signal before turning a corner onto a different street as he drove the two of them onward toward the hospital to see about their grandfather. Like, when I was lying awake in my bed, just totally unable to sleep while I was away at college, Id tend to just stare out my window and think of you, and when that too got too hard to do, Id distract myself by counting the stars. Works far better than counting sheep, youll find.

Oh? Gwen replied, looking to glance back at Ben as she spoke, before returning her gaze back toward the sky. Whys that?

Cos, he answered, as he pulled onto a new street. Counting sheep–well really, how far does that help you along in the end? The stars, youll happen to find, are endless. Youll never run out of enough of them to count before youre either asleep or your thoughts have taken you off to some other, entirely new, more pleasant place.

Sighing shakily as she closed her eyes, Gwen drew in a few, deep, uneven breaths, before slowly opening her eyes again, now finding them affixed toward the direction of the stars in the night sky above. Attempting to steady her breathing as she focused on them, the redhead opened her mouth slightly, before finally speaking again, even if her voice did only come out in the form of a hushed whisper.

One two three four.

What are you doing, Gwendolyn? Max asked when he heard her, pausing to glance down at the grievous girl in his arms as he spoke.

C-Counting stars, Grandpa, and wishing that everything was okay she answered him, drawing in another unsteady breath as she continued on, her voice even quieter than before as she spoke.

Five six seven eight.

“…Youll never run out of enough of them to count before youre either asleep or your thoughts have taken you off to some other, entirely new, more pleasant place…

“I doubt I can sleep, Ben…” Gwen murmured to herself. “So I’ll just hope that the stars can lead me, somehow, back into your arms again…”

And that’s the (somber) end for this fic. Please don’t hate me? Thanks for reading, and for all of those who have/will review(ed), thank you so much. I LOVE every single review I get, and you all rock.