Lingering Thoughts

It's been 15 years since they'd stopped the Highbreed, 15 years since they'd been teammates and Plumbers, and 10 years since Kevin Levin and Gwen Tennyson had seen each other, but she was always haunting his thoughts.

Dedicated to Greg Cipes and Ashley Johnson, 'cause they're just awesome.

Chapter One: Haunting Memories

"It was a mistake Gwen. It never should have happened."

"Kevin, please, don't say that."

"What happened between us last night was..."

"I know, I know, a mistake. But what happened to the boy I knew who threw caution to the wind and didn't care about the consequences of his actions?"

"What kind of a question is that? You're the one who's supposed to be the level headed one. I'd think it'd be you telling me that what happened last night was a mistake."

"It was what I wanted. So why does it bother you?"

That was 10 years ago…

The biting wind swept through Kevin Levin's hair as he quickly made his way through the busy streets of Bellwood, Washington. He ignored wind, which was the last thing on his mind at the moment. He was just passing through on a business trip. He couldn't believe it, him, a businessman. He had founded Levin Enterprises when he was twenty, an electronic technologies company that researched "unknown" technologies. He spent his time "inventing" new technology which was actually alien tech he'd managed to snag during his adventures with the Tennyson cousins.

He smiled to himself, even Ben, who was Mr. Goodie Two Shoes hadn't said he wasn't supposed to get rid of all the weapons they had confiscated from the various aliens they had fought. Although he had been reprimanded for trying to steal jewelry from the Forever Knights' castle.

"Has it really been ten years?" he asked himself. Ten years since he'd seen the Tennysons, ten years since he'd seen her. He remembered seeing her for the first time when he had first met Ben in New York; he hadn't really noticed her then because he'd been busy trying to take advantage of her cousin, the now renowned hero Ben Tennyson.

Kevin had blamed Ben for his transformation into a monster, but in truth he knew now that it had been his own greed for Ben's amazing abilities with the Omnitrix that had driven him to try to take the watch from Ben. All his mother's stories about his father and the Plumbers had given him a fascination for outer space and aliens. When he'd first caught a glimpse of the Omnitrix he knew that it was alien technology. As a Plumber he would have respect, and would not be considered a "freak" anymore. He knew if he could get it he'd find a way to become a Plumber for sure. But Ben had ruined that, so he wanted revenge. He had used his newfound powers to try to frame Tennyson for crimes he committed, and in a fit of rage he had turned into a monstrous amalgam of various monsters contained within the watch, and Kevin knew there was no way he could ever become a Plumber, not in the state he was in. Sure there were many alien Plumbers out there but there was no way they would ever recruit a misshapen abomination like him, especially since in the eyes of the Plumbers he had a record.

Ben had dashed his only dream, so he in turn would dash Ben Tennyson to pieces. It ate at him whenever he heard on the news that another alien hero had saved people from explosions and collapsing bridges. That should have been him out there, not Ben. In his mind, Ben was a loudmouth, immature, attention seeking brat who didn't know how to even use the Omnitrix, let alone deserve to have it.

If there was anyone in the universe who deserved to wield the Omnitrix and be the hero, it should be him. But even if Kevin had been able to forcibly take the watch from Ben there would be no way for him to use it because there was no apparent way for him to reverse his transformation. He would just have to settle for pounding Ben to a bloody pulp instead.

Time and again they battled each other. Time and again Ben won. Even after they had been forced to fight together in Slix Vigma's gladiator games, he never lost.

Kevin figured that Fate had a "Ben 10 Must Win" button, and that it kept pushing it just to tick him off, it wasn't that Kevin wasn't smarter or more determined, but there was something in Ben that just made him better than he was, and it really got him steamed.

After three years of being trapped in the Null Void (which he blamed Ben for but was truly his own fault), he had escaped to resume his life as a career criminal.

He had continually searched for news of Ben Tennyson, hoping that his most hated rival was still in the hero business so he could have an excuse to fight him. Much to his surprise, the word on the alien tech black market was that Ben had retired from being a hero and had vanished into obscurity.

All the better, that meant he could go about his business without the fear of an alien hero busting down the door and ruining his work. He didn't usually go to Bellwood, Washington, but there was plenty of business there in illegal alien tech, and the Forever Knights had offered him a lucrative amount of money for some laser lances he'd managed to steal.

Everything was going off without a hitch when suddenly Magister Labryd had arrived and placed them under arrest. He was about to split when he realized that the Forever Knights had taken the money and the weapons and ran off with both.

Seeing Ben had brought back memories. Their short lived friendship, the rivalry, the hatred. Payback…that was what he wanted. But Murphy's Law always seemed to follow him around and, much to his irritation, he lost, again.

Magister Labryd had tried to get him to reveal what he knew about the deal he'd set up. He decided he wasn't going to say anything when he'd heard her voice. He remembered her voice, it had been condescending and angry, but he knew that it wasn't directed at him. Now it was soft and gentle and it said the words that changed his life.

"Kevin, people could be hurt."

Who knew such a simple phrase from one person could cause him to change. All he had known for most of his life was hurt and rejection and anger. Yet, she somehow managed to reach out to him. He remembered her, if only a little. He recalled her name was Gwen and that she had risked her life to save her cousin in the Null Void.

He remembered how he had captured her, in order to use her as leverage against Ben. She had tried to hide her fear but he had seen it in her eyes. It had given him a thrill, but he had to admit, she had guts coming after her cousin when she didn't have any powers.

At first he had helped them only because it suited him. He wanted his money back and they knew where it was. It had taken him a failed attempt to obtain a holloviewer for Ben that he realized that he couldn't rely on himself. It had taken a long time, but he had come to understand that he had friends, real friends.

Kevin sighed, even after 10 years; she was still running circles in his mind. He remembered her asking him when he would ask her out, his flirting, the kiss they nearly shared, and their dance at the junkyard after they missed prom. She still haunted his thoughts and dreams.

"Gwen," he sighed. "Why can't you leave me alone?"

He smiled, the memories he had of this place made him feel happy inside. He chuckled and started up his car. Who would believe his green clunker was 10 years old? It still ran, even after years and years of mileage, it still ran like a dream.

He drove down to Mr. Smoothie's, time to have a drink for old time's sake. He pulled up to the drive through.

"Gimme a strawberry-banana smoothie," he said. He paid for his drink and parked his car. He sipped on his smoothie, enjoying the flavor. Ah, the good old days, hero time constantly, fighting the Highbreed, never knowing what would happen next. Life had been exciting back then, adventure around every corner.

He turned the knob on the old radio in his car. A song began to blare, a song he enjoyed from his teenage years. Anberlin's "Paperthin Hymn". He began singing the first verse to himself.

He was about ready to pull out of the parking lot when he heard a voice say, "Hey, Devlin wait up!"

"Aw, c'mon Uncle Ben, don't be such a slow poke!" Devlin shouted, laughing as he made his way outside.

Kevin's eyes widened slightly as he saw a boy, no older than ten, with dark black hair and green eyes sprint across the parking lot toward a parked car, not too far from his.

Gwen's eyes, his hair, was it just a coincidence or another dream? But it couldn't be possible could it? It was only one night, just once, it never happened again, but still, there was a slim chance that she could have gotten pregnant.

She had feelings for him, she readily admitted that. He struggled with his emotions, he wasn't one to care, after a long life of hurt and rejection, caring was unnatural to him, a foreign concept to his mind that a person should look out for another. Survival of the fittest; that was his life.

Kindness made you weak, friends held you back, and yet, Ben had always relied on his family to help him, and no matter what happened, no matter how dark and bleak the situation was, he always knew he could pull through it, because of all the people he cared about.

He'd never understood this concept until Gwen had come into his life. She seemed so weak and vulnerable, not in appearance, but her kind-hearted nature made him think that any of her enemies could easily overpower her and exploit her kindness toward others. But he was wrong of course, she, like her cousin Ben, could dish out plenty of fighting ability when it was needed. He had seen her wrath before, and was very relieved he was not her target. She'd had unleashed her powers on the DNAliens who had captured her brother and grandfather.

He had also seen her kindness, how she tried to help him even when he was up to his old shenanigans, even after he'd stolen the Rustbucket, she still believed he was not the same boy they had met in New York when they were 10 years old.

Spending time with both the Tennysons, mainly her, had changed him for the better, and yet, years later, even after he had exited their lives, she was still foremost on his mind.

He had been running. He was always running. That was just his nature. Even though he was in Bellwood, he would only be there for a short time; this was just a business trip.

Still he was curious. He had to wonder, was that boy really Gwen's son? He couldn't bring himself to acknowledge the part he might have played in that. He wasn't a good fatherly figure for anyone. How was he supposed to raise a kid when he didn't even know what it was like to have a father? His mother had told him stories as a child before he ran away from home but it wasn't the same as having a real father to admire and respect.

Kevin saw Ben turn his head and look at the car. He saw recognition in Ben's eyes, the hero started to move toward him when suddenly his Plumber's badge started beeping.

Kevin smiled; his old badge was beeping too. The memories, the good old days. Where did time go anyway? He decided to sit this one out, Bellwood had their hero; they didn't need him.

Besides, he was late for a meeting; he wasn't a hero anymore, just a businessman. He saw Ben turn back and look at Devlin.

"I'm going to take you back to your mother's and then I'll deal with this," Ben told his nephew.

"Aw, Uncle Ben, can't I come help?" Devlin asked.

"No, your mother wouldn't allow it and it's too dangerous," Ben shooed his nephew back into the car.

Kevin watched them pull out and tailed them at a safe distance. He followed them to where Gwen lived, which was a nice house with a yard and a fence. Kevin took note of the street and the house number. So this was where she lived. It didn't surprise him; this neighborhood seemed to suit her.

He watched Devlin get out of the car and good up to the door. The boy knocked a few times and the door opened. Kevin could only see a brief glimpse of her face, but she looked the same as always.

"Come on in, Devilin. Did you have a good time with your Uncle Ben?" she asked.

"Yeah, are you going to help him Mom?" he looked at her, half expecting her to go out after Uncle Ben.

"No son, I retired from the hero business a long time ago," she said.

"But Mom, Uncle Ben has so much fun; you said you guys had all kinds of adventures when you were kids."

"That was before, but now I have more important things to do."

"Like what?"

"I have to take care of you." She ushered him into the house and shut the door.

Kevin Levin pulled away from his parking spot across the street. She hadn't even noticed his car. Not that she was looking for it in the first place. It was easier that way. Maybe when he'd work up enough nerve, he'd see her again, but for now, he had other things to take care of.

Either way he figured they'd end up running into each other, one way or another.