Disclaimer: I own nothing.

It was just an ordinary day at Grandpa Max's favorite fishing spot where Ben, Gwen, and Kevin were lounging around and having fun (much like that time they met Verdona) when Kevin heard a noise that piqued his interest.

"What's that?" Ben asked as he stopped splashing Gwen to turn to look at the direction the sound was coming from.

"Sounds like…" Gwen said listening carefully.

"The eight-cylinder engine of a Ferrari," Kevin said, shrugging as the cousins stared at him. "What?"

The Ferrari screeched to a halt somewhere very close to where Kevin parked the car. A few seconds later, they heard an engine revving up. The cousins were confused as to why the driver of the Ferrari would do such a thing.

"So, he saw my baby and wants to race, huh?" Kevin smirked as he got out of the water and started drying off. "Fine by me."

So Kevin went off to where he parked, pausing only to grab a shirt, and left the two Tennysons to stare after him.

When Kevin got to the road, he found a black Ferrari 458 Italia waiting for him with it's driver inside waiting for him to get in his car. As much as Kevin wanted to show the driver how very much superior his baby was, he wanted to make the race a little bit more interesting.

He tapped on the heavily tinted window on the drivers side and smirked when the driver rolled 1/5 of the window down.

"So you wanna race?" Kevin asked.

The driver didn't say anything but nodded. From what Kevin could see, the driver was black-haired and was wearing sunglasses.

"First one to that sign?" Kevin pointed to a sign that was about half a kilometer away.

The driver nodded.

"Wanna make it more interesting?"

The driver paused for a bit and then nodded.

"50 bucks to the winner?"

The driver still didn't say anything but Kevin could tell that the driver expected to win by the way he nodded.

"Don't come cryin' to me when ya lose."

The driver rolled up the window just as Ben and Gwen came out, both were fully clothed and ready to fight.

"What's up Kevin?" Ben asked as he cautiously approached.

"We're gonna race up to that sign," Kevin said as he climbed into his car. "Can you give the signal to go?"

"How?" Ben asked, from his tone it was obvious that he was excited about the race. Gwen just shook her head.

"Just stand between the two cars and raise both your hands to get us ready, then drop 'em to signal 'go'," Kevin replied as he turned the engine on.

"Got it," Ben said as he stepped aside to let Kevin get into position.

"I don't think this is such a good idea," Gwen warned.

"You wouldn't," Ben replied. "I think it's awesome!"

"You would," Gwen shrugged as she let the boys be boys.

As soon as Kevin's car was in position, Ben rushed to stand in between the two cars and raised his arms. Both engines revved up in anticipation, then Ben dropped his arms and a huge gust of wind swept past him as the two cars raced off to their goal.

At first it seemed as if Kevin would get an easy win, but half-way to the sign, the black car sped up and was neck and neck with Kevin. Kevin sped up again and tried to get in front of the other car, but he couldn't get ahead. One fourth of the distance remained and the black car seemed to be slowing down, Kevin smirked and floored it. Unfortunately for him, the driver of the black car thought to do the same. It would've been a tie, if Kevin remembered to shift gears.

They drove back to the starting point where Ben, who was jumping up and down at the excitement, and Gwen, who was getting ready to attack the driver just in case, were waiting.

As soon as Kevin got out of his car, he walked over to the driver's side of the black car and knocked. The door opened and the driver stepped out.

The driver was actually a she with black hair that was tied securely in a ponytail save for her bangs which were a mess. She grinned as she took off her shades to reveal eyes that were the same shade as her car.

"Well Kevy, I won," She smirked, a very familiar-looking smirk, "You owe me fifty bucks."

"Kayla?" Kevin said, a bit surprised and confused at the sight of the girl. "Why are you here?"

"Now, now Kevy," Kayla said as she shook her head and held out her hand. "Business first."

Kevin muttered a few choice words before heading to his car to scrounge up a fifty. Ben could swear he heard the words 'evil' and 'sadistic'. He tensed up and got ready to use the omnitrix if needed.

"Here ya go," Kevin grumbled as he thrust a fifty into her palm. "Now why are you here?"

"'Cause," Kayla said

Ben thought that the way she said it was familiar, just like her smirk and her appearance. Kevin just wanted to make her talk.

"'Cause what Kayla?" Kevin asked through gritted teeth. "And don't answer with 'I can' 'cause you know that would just tick me off."

"Whatever Kevy," Kayla replied with a smile and pointedly ignored him and turned to Gwen. "So, you're Gwen Tennyson?"

"Kayla…" Kevin warned.

Gwen wasn't sure if it was safe to reply but Kayla didn't seem to notice that she didn't and turned to face Ben.

"That makes you Ben Tennyson then?" she said as she grabbed Ben's hands. "Goodie, we'll be great friends."

"Kayla…" Kevin growled in warning this time but Kayla just continued to ignore him and smile at Ben.

Is it my imagination, or did her smile just get a bit wider? And what's with that glint in her eye? It wasn't there before. Ben thought.

"Uh…" Gwen said uneasily as she separated Ben's hands from Kayla's. "Who are you exactly?"

Kayla looked downright shocked that they didn't know who she was. Then she punched Kevin in the arm and glared at him.

"What?" Kevin asked, confused as to why Kayla seemed mad at him, who by all rights should've been the one who was mad at her.

"You never told them about me? About us?" she asked, more hurt than angry.

Ben and Gwen were shocked at what Kayla said and how she said it. Ben looked hurt but was trying (and failing) to cover it up, Gwen just looked furious.

"It's not like that," Kevin said uneasily, trying to explain before either Ben or Gwen would go and jump to conclusions.

"Explain," Gwen advised him as her hands started to glow. "Quickly."

Sensing the threat, Kayla stepped in between Kevin and Gwen. Pushing Kevin back just a little bit as though to protect him from Gwen. Ben found that amusing but Kevin just found that irritating.

"Calm down Gwen, please?" Kayla asked nicely, still smiling at the red-head.

After a few seconds, Gwen's hands stopped their glowing but she still glared at Kevin. "Explain."

"Ah…well… I guess I really do have to introduce you huh?" Kevin said as he tried to find a way to weasel himself out of it.

"Duh," Ben said as he too took up the I'm-angry-tell-me-now pose Gwen initiated.

"Come on Kevy," Kayla said as she grinned, knowing full well how uncomfortable Kevin was. "I'm not that bad."

"Shut up," Kevin said as he glared at her. "This is all you're fault."

"Uhuh," She said, obviously not caring. "Now introduce us."

"Ben, Gwen, this twerp-"

"Hey!" Kayla punched his arm again.

"Is Kayla Erika Levin," Kevin finished not even looking at Kayla while he ruffled her hair in return for her punching him.

The cousins were stunned silent. Ben was confused, more so than usual. And Gwen, Gwen who was usually so quick to take it all in, seemed more confused than Ben, and that's saying a lot.

"Levin?" Gwen asked as soon as she found her voice, strained though it was.

"Yup," Kayla said as she grabbed Kevin's arm, the same arm she'd been punching earlier. "Kevy's my little brother."

Note: I"m not really sure if I got the Ferrari's engine right, so... sorry! Oh, and this is my first story and I'm still not sure where this is heading but I do promise it's not anyonexOC. Feel free to point out any and every error I made. Thanks!