Disclaimer: I don't own Ben 10: Alien Force nor do I own ER.

In horror he watched as her small body crumpled under the blast

In horror he watched as her small body crumpled under the blast. Her eyes falling shut as her small mouth was frozen in a silent cry of agony.

"Gwen!" he shouted as he charged over, dispatching the DNAlien he had been occupied with a fatal blow to the temple. Ben took over the one she had been battling.

The dark haired youth though paid the chaos no mind as he crouched over her form. He tried to detect a pulse, panicking when he couldn't. She was growing cold, blood wasn't flowing through her. He brutally ripped her clothes open between her breasts and began CPR. He had no formal training, but he had had cable in his New York hideaway and had seen enough ER to know how it was done.

He began to work furiously, he couldn't let her die. She was the only positive thing he had; she was his hope, strength, and love. He soon realized though that it was a lost cause, she wasn't coming back to him.

Anger…no, fury, fury well up in him. How dare they take what was his. They power surged throughout his body as the lights in the compound flickered ominously before going out completely. His body had a glow about it. Sparks flew from his eyes, his black pupils now hidden by the pure energy that built up in him. Electricity crackled and jumped over his skin in little bolts. He stood up calmly as the battlers stopped to stare, wondering what was happening. He turned to face them and they saw that he was no longer human.

"Ben, get outta the way."

"No, wh—!"

"Someone has to tell her mom why she died."

"What about you?"

"BEN MOVE NOW!"

The younger man zipped out of the room using the broken glass dome as an exit way for Jet-ray. Kevin closed his glowing eyes, before they burst back open as he let out his heartache in a roar of rage that reverberated all the way through the city. The energy that had built up over his form released itself, destroying everything around him for five miles; though strangely her body remained intact. He collapsed, crawling over to her form. He wasn't done for yet, soon it would be his time but not yet. He had one more thing to do.

Placing his palms on her chest, he dug deep into his soul and found his life energy. He ripped it from himself and transferred to her. The pain was beyond words, beggaring description.

Slowly the color flowed into her cheeks as it left his. Her eyes opened. "Kev—" he shushed her, grunting out. "Don't talk…not much time left for me…you died. Transferring my life-force to you…only enough for one…to survive."

"Kevin no! You take it back!" she yelled as she tried to force his hands off of her.

"No…Gwen you have it…you live… love…I love you…" and the connection broke as he passed on.

The sirens came, she went with his body. She watched as the EMTs tried to restart his heart, feeling guilty as her own kept beating steadily. She watched as the doctors tried and then pronounced him dead.

They asked her questions, she answered in a monotone as she gazed into nothingness. She called her mother, the woman was weeping in joy. Her parents came along with Ben. Her cousin swept her up in a powerful hug.

"Where's Kevin?" he asked, "I owe him big time."

Her eyes flitted to the trauma room where his body lay covered by a paper sheet as she intoned, "He gave me his manna, life manna, Ben, he's gone."

"Gwen, I'm so sorry…I didn't know…"

She sat down, she felt strangely above all.

"Maybe Grandma Ver—"

"Ben, stop it," she snapped suddenly, "there's nothing anyone can do."

"No, you were dead! He brought you back why couldn't we try to—"

"Ben, it was his powers that allowed him to give me his manna. His powers, he expelled his own energy."

Her parents looked from one teen to the other, understanding very little of the conversation.

"What are we going to do?"

"It's over Ben, we lost. Earth is doomed," she spoke coldly, "I'm leaving to my homeworld. Grandma was right, I don't belong here."

"So that's it? You're leaving? Just because of one death?" Ben said angrily, "What about Grandpa Max? He died for the cause, so did Kev—"

Suddenly he was slammed up against the wall and held there by pink energy, Gwen was in his face, "Don't you dare use his name against me, he didn't die for this stupid cause. He died to make sure I lived. If we hadn't gone into that stupid compound, he wouldn't be dead!" she snarled, her spittle hitting his face as her eyes began to glow.

"Don't you dare blame me Gwen!" Ben shouted as he went Swampfire, "If you hadn't been weak—"

"The boy who hides behind a watch called an Adonite weak!" she cackled maniacally as manna flowed throughout her body, she began to levitate, and her power swirled around her in a whirlwind of wrath. "Why don't you try to take me on without your little gadget, hero boy?!"

They rushed at each other, bouncing off each other as the hospital staff tried to evacuate their patients.

Her skin split revealing a pink adonite form. "So refreshing," she said as she was freed from her skin, "Grams was right, this is where party is."

"So that's it?" asked her father, "You're going?"

"I have nothing to stay for, Dad, Kevin's gone."

"What about us?" her mother asked.

"What about you?" Gwen asked back bluntly, "You're human, I'm not. Your silly little lives will run their courses. You may be enslave by the Highbreed, but that's neither here nor there really. Me, I'll be on the Adonite homeworld. Learning to use my powers to their full potential…"

Suddenly there was a clap of purple manna; Verdona appeared with an opalescent Kevin beside her.

"Where's his body?" Verdona asked hurriedly, "They haven't cut into him yet have they?"

"Kevin!"

"Not now Gwen," Verdona snapped, taking them all aback, "I'm breaking billions of rules to do this, where's his body? Is it intact?"

"In there," Gwen pointed to the room holding his form.

"Well go on then!" the Adonite snapped at the ghost, he stumbled to and lay back into his body.

Verdona looked to the younger Adonite, "I think you'll want your human form, kiddo." And she snapped her fingers, Gwen was human again. The monitors on Kevin's body began going crazy, Verdona smiled, "I think that's our cue!" she spoke as the doctors began flooding the area.

15 minutes later

"—it's a miracle," the doctor was telling them, "he was dead. Yet his brain function is normal,"

Ben laughed but hid it as a cough, "Nervous system's normal. No adverse side effects at all!"

"Can we see him?" Gwen asked anxiously

"Only one at a time," the doctor said.

Gwen looked to her family they all nodded.

"Hey," Kevin coughed as she sat by her side, "how you doing?"

She let out a weak chuckle, "Me? What about you, Mister-I-Died-But-Came-Back? God Kevin, why did you do that? Why kill yourself for me?"

"You have a life," he said, "a family that would grieve and miss you. I would've died either way. No one would've missed me…"

"I missed you," she admitted, "I was about leave Earth and go train; I had nothing to stay here for—"

"Your family."

"They don't know me, Kevin. I and Ben began using our powers against each-other as soon as they arrived."

His eyes slid down her form before snapping back up to her face as he flushed, "Your shirt and chest thingy, you might wanna fix them. Nice boobs though; best I've seen."

She looked down and her cheeks colored as she let an energy string mend the rips.

"Stick around and you may see more," she told him cryptically. He raised an eyebrow at her saucy tone. She smiled.

A/n: This was my first attempted at a death fic, but I chickened out at the last second so I gave it a happy ending. Please Review I need feedback for this one!