Disclaimer: I do not own Ben and Kevin in anyway...I have their action figures! That's...about it though...

(AU. Ben and Gwen are thirteen and Kevin is fourteen instead of ten. Ben and Kevin meet in a different way but Ben finds the Omnitrix just like in the original...and...I ususally don't care about added swears in and stuff but I wanna keep it as close to the original Ben 10 but also change it enough...so...I might accidently put in a swear or two...dont' mind it plz).

Ben dialed through the Omnitrix carelessly and randomly as he sat on a bench in New York. He had gotten bored, standing in some store made especially for tourest as his loser cousin Gwen and Grandpa Max looked through different sized clothing, with all the same writing on it. 'I heart NY'. And not just cothing, no. But mugs, hat's, window and bumper stickers, tattoo's. Earrings, belt's, ugly shoes...Ben couldn't handle all of it so he opted to wait outside then went to the closest place with benches rather than the boring Rust Bucket.

So now he sat in some park, fiddling with the Omnitrix, hoping that maybe if he turned it a certain way or gnawed on it and banged it on the bench hard enough, it would unlock something big and cool! Mmm...hopefully.

-_-

Kevin was just taking a walk. Nothing comlicated about moving one foot in front of the other and strolling around somewhere you lived most of your life. He was bored. There were no gangs after him and he hadn't gotten any good tips about stashes and dealings lately either. He was also broke. No food.

He had to get something to distract him from boredom and hunger pains. He strolled by a hotdog cart and eyed the guy standing behind it. The man stared back at him then, as if reading Kevin's mind spoke up. "Don't even think about it kid."

"Don't worry, I wasn't." Kevin turned and kicked a stray piece of trash before proceeding down the street. Pick-pocketing was a possibilty. Kevin hadn't eaten in the last two days and desperate times called for drastic measures. He looked at the adults and older teens passing by him and tried picking out the best victim.

A man bumped into him causing Kevin to turn towards him and growl, "Watch it!"

"Hey! Sorry, gosh!" The man said, a sly smile on his face as he continued down the sidewalk.

Kevin recognized the smile as he had conjured it up himself, plenty of times. "Oh, no he didn't..." Kevin checked his pockets and padded himself down before noticing his watch had just been swiped, "That jerk!" Kevin tried spotting the thief but only found him to be long gone. "Great...now I need a new watch."

He continued to scrutinize his surroundings before they finally stopped at a boy, most likely younger than him before of his smaller frame and young appearance. He seemed to be fiddling with his watch. If it were broken or malfunctioning he could just swipe it and take it to one of the guys he knew who fixed stuff like that for a small price. Especially for Kevin because he was so young and on the streets. He got a lot of sympathy for it.

Kevin immediately crossed the streets, as he did, he thought of ways to engage in conversation with him. He was well dressed but not well groomed. But of course he was a kid, most kids weren't very well-groomed, often because their teen years were their years of rebellion. Well at least for most boys.

Kevin seated himself next to the brunet, sighing in a huff, doing what he thought was good acting as he tried to act casual. He didn't realise that being casual was a lot easier than acting. Kevin shifted his eyes towards the boy and noticed he hadn't cared that Kevin had taken a seat next to him. Looks like he had to take matters into his own hands.

"What up?"

"Nothing much." he muttered.

"Uh-huh...so how 'bout that weather?"

"I guess it's nice." He continued to play around with the buttons and dials, too distracted with the bulky watch rather than small talk. And you could blame him? It was a nice looking watch.

Good, guess I have to be upfront with him

"Nice watch."

"Thanks."

"Where'd you get it?"

"Cerial box."

"Looks like you should get a refund or something. Having trouble?"

The boy smiled nervously then shrugged, "It's not really trouble I'm having it's just the-"

"Let me see. Maybe I can help."

"It doesn't really work that way-"

"Which way?"

The boy was silent for a minute then laughed a little uncomfortably. "Um..."

"I see a little problem. There's no numerals." Kevin said, a little disappointed, "What use is a watch if it has no numerals...?"

"It's just a toy."

"Can I check it out?"

Maybe I can make a small profet offa it anyway.

"Sure...I guess so."

He held out his arm and let Kevin touch and examine the piece of work, "Wow...this is actually pretty cool. My names Kevin by the way. You don't really look like you're from around here."

"I'm not. I'm travelling around with my cousin and Grandpa this summer. It would've been cool if she didn't have to come along. Oh, my name's Ben, by the way."

"Cool. Hey, where does it latch on? I don't see anywhere that it might disconnect to get it off-"

"Ben, what're you doing?"

"Grandpa!" Ben pulled his arm away from Kevin who had also looked up in surprise, spotting a bulky grey haired man with a thin redhead at his side. "I was just talking with Kevin. Nothing else."

"You know I don't want you randomly showing off your things. They might get stolen and you wouldn't even notice it."

"Sorry, Grandpa! Jeez."

"Now come on Ben. We have to get to the hotel so that we get a good hotel room. And it's only for one night, so try not to get used to it okay?"

"Alright, Grandpa." Ben stood from his spot as Max and Gwen turned to walk towards the RustBucket.

As Kevin watched Ben begin to follow his relatives back to what Kevin assumed was the Rust Bucket he reached forward quickly and brushed his fingers against the watch. But when nothing unhooked or when the watch didn't even budge from Ben's wrist, Kevin drew back and acted as though he hadn't done anything.

Ben turned and looked at Kevin strangely after feeling the tug on his wrist. Kevin just continued to stare off to the side though, acting as if he did nothing. Ben, thought nothing of it and turned back and followed his family back to the motor home.

"Great...I'm still out a watch." Kevin muttered before standing up and wondering through the rest of the park.

-_-

Affection: Whoo! New story! I like the AU stories I make better...because I have more control over what can happen and personalities, because I hate OOCing anyone. And since no one knows how Ben was in the middle of his childhood and teen years, I get to say he'd still be a brat, but a little more controlled. And Kevin...still a ruffian. ;)