Disclaimer: I don't own the song used, or the characters. If I did own Ben and Kevin, we all know what would happen between them in the show.

Ben looked down at himself, cocking a curious eyebrow. He was in only his boxers while Julie stood before him, appraising him as she thought.

"That look your giving me right now?" he stated "Kinda creepy"

"Quiet" she hushed him. Both were silent for a few more minutes before she snapped her fingers "I've got it!"

"Got what?"

"The perfect outfit idea" She beamed, hurrying away "Here put these on" she tossed him a pair of panties "You can't wear bocers with what I'm planning"

"J-Julie!" he exclaimed "I ca-can't wear these!"

"Put them on, Ben"

Without another word she disappeared into the closet. Heaving a sigh Ben dropped his boxers and tugged on the black panties, huffing in frustration. She exited the closet and held out a pair of white skinny jeans.

"Put them on" she stated, giving him a look clearly stating there would be pain if he objected

Glaring at her he yanked the pants on, pulling them up to rest at his hips before buttoning them. He was embarrassed to see they sit perfectly, and seemed to accentuate his already slightly girly figure.

"You're not going to dress me like a girl, are you?" he called worriedly

"Of course not" her voice came from the closet "We're just flaunting what you have"

Ben sighed heavily, holding out his hand expectantly as she exited the closet. She handed him a skin tight blue top. He raised an eyebrow

"Seri-"

"It's not girly. You asked for my help, I'm helping. Put it on"

"But Julie-"

"You want to steal him from Gwen, don't you?"

"Well yes but I want him to leave her for me! Not some... fake girly thing me!" he cried out

She rolled her eyes as he tugged on the top

"Ben, we aren't making you look like a girl. We're flaunting what you have. Kevin already likes you. He just needs a little push. Today, is going to be that push" she turned to walk away as he adjusted the top. She paused, turning to face him "Although if you want to be a girl-"

"Julie!"

"I was kidding!" she defended herself, rushing into the closet whilst stifling giggles.

When she returned again she dropped a pair of sneakers beside him, suiting the outfit better than his own would have. She smiled at him as he pulled on socks and slipped the shoes on. She walked over, fixing his shirt slightly.

"I look ridiculous-"

"You look hot" she interrupted "Remember the lyrics?"

Ben flushed deeply

"Y-yes"

"Then let's go"

They found Kevin and Gwen easily, hanging out at the mall. Ben's heart was slamming in his chest as he looked to Julie for support. She gave him a thumbs up, connecting the speakers his headset was wirelessly connected to.

He gulped heavily, taking a few steps towards them before stopping. Julie walked over, Sandra hurrying over to his other side. Both girls sstood a few feet behind Ben and he groaned

"This is going to end horribly"

"Chin up sweetheart" his mother encouraged "You look sexy. Now flaunt it"

"Mom!"

She shrugged, smiling innocently and taking up the position herself and Julie had agreed on weeks prior. Ben gulped, turning to face the backs of Kevin and Gwen, the couple still oblivious to his presence.

"Don't forget to turn your mic on!" Julie hissed

"I know!" he snapped nervously "Just be ready to dance. You're here so I don't have to"

"I think it would help if you had learned some too" his mother murmured

"Maybe I did!" he retorted "Or maybe" he focused on Kevin "I'm going to wing it" he paused "Ready?"

"Ready" Both girls chimed

He reached up with a shaking hand and clicked the 'on' button on the headset. The speakers let out a soft hum, letting them know they registered that the mic had been turned on.

He took a deep breath, and waited for the clap to sound behind him before forcing himself to sing

"Hey, hey, you, you, I don't like your girlfriend
No way, no way, I think you need a new one
Hey, hey, you, you, I could be your girlfriend" Kevin and Gwen both stopped walking, turning their heads to see where the music was coming from

"Hey, hey, you, you, I know that you like me
No way, no way, you know it's not a secret
Hey, hey, you, you, I want to be your girlfriend" Ben slowly walked towards Kevin, heart hammering in his chest as his mother and Julie followed

"You're so fine, I want you mine, you're so delicious
I think about you all the time, you're so addictive
Don't you know what I can do to make you feel alright?
Alright, alright, alright" he reached Kevin, whom had curiously stepped away from Gwen

"Don't pretend, I think you know I'm precious" he poked Kevin's chest
"And so yeah, I'm a mother fucking princess
I can tell you like me too and you know I'm right
I'm right, I'm right, I'm right" Kevin was staring in confusion, cocking an eyebrow

"She's like so whatever" he scoffed
"You could do so much better
I think we should get together now
And that's what everybodys talking about" he walked away, stopping in front of his mother and Julie. They met each others gazes and he whirled around as they stepped forward

"Hey, hey, you, you, I don't like your girlfriend
No way, no way, I think you need a new one" each word sent them closer to Kevin, girls skipping, Ben sauntering
"Hey, hey, you, you, I could be your girlfriend

Hey, hey, you, you, I know that you like me
No way, no way, you know it?s not a secret
Hey, hey, you, you, I want to be your girlfriend" he turned away, looking at Kevin over his shoulder

"I can see the way, I see the way you look at me" he winked
"And even when you look away I know you think of me
I know you talk about me all the time again and again
And again and again and again" Kevin blushed

"So come over here and tell me what I wanna hear" as his confidence grew his singing grew in volume
"Better yet, make your girlfriend disappear" he pushed Gwen away before she could drag Kevin away
"I don't wanna hear you say her name ever again
And again and again and again" Kevin was smirking down at him as Julie and Sandra held Gwen away, still dancing

"Cause she's like so whatever
And she could do so much better
I think we should get together now
And that's what everybody's talking about

Hey, hey, you, you, I don't like your girlfriend
No way, no way, I think you need a new one
Hey, hey, you, you, I could be your girlfriend" Julie and Sandra pushed Gwen away and pulled Ben up onto a cafeteria table and the brunette blushed, looking down at Kevin as he sang, swinging his hips with the beat

"Hey, hey, you, you, I know that you like me
No way, no way, you know it's not a secret
Hey, hey, you, you, I want to be your girlfriend

Oh, in a second you'll be wrapped around my finger" he drew Kevin's face closer with the tip of his finger before releasing him and spinning around on the table
"Woo, 'cause I can, ?cause I can do it better
There's no other, so when's it gonna sink in?
Hey, she's so stupid, just what were you thinking?

In a second you'll be wrapped around my finger
'Cause I can, ?cause I can do it better
There's no other, so when's it gonna sink in?
She's so stupid, just what were you thinking?" he hopped off the table, clapping his hands together as he circled Kevin, Gwen screaming angrily at him

"Hey, hey, you, you, I don't like your girlfriend" he pushed her away when she lunged for him
"No way, no way, I think you need a new one
Hey, hey, you, you, I could be your girlfriend
No way, no way" He turned to walk away and Kevin all but fell over himself to follow

"Hey, hey, I know that you like me
No way, no way, you know it's not a secret
Hey, hey, I want to be your girlfriend
No way, no way, no way, no way" Kevin grabbed Ben's arm and spun the teenager around. As soon as he finished the last word Kevin ripped the headset off and tossed it away, crushing their lips together.

Ben's eyes slipped shut as his arms reached up to wrap around Kevin's neck, hand tangling into his silky raven hair. Kevin pulled him closer, bodies flush against one another, and Gwen screamed furiously as Sandra and Julie dragged her out of the mall.