A "What if" fanfiction for the episode Kevin 11. I haven't seen the episode for a while and since the timer went out for where I usually watch my Ben 10, I'm going to have to rely on memory, so please cut me some slack. I'm reading a recap and this is my first Ben 10 fanfiction.

This fanfiction is dedicated to all "What if" fanfictions, especially to black rose97.

Note: Thoughts are italicized.

"We can't take those. Their not ours" Gwen said, scolding Ben.

Currently Gwen and Ben are at the arcade, Ben leaving the RV after a fight with his grandfather for kicking them out of a four star hotel and Gwen following him making sure he doesn't get into anymore trouble. When Ben got ripped off on a game, a black haired boy did him a favor and got him a lot more tokens then he had currently.

"They are now" he said then, turning to the dark haired "Thanks. I'm Ben"

"Kevin" the dark haired boy said Damn, she's pretty cute. I wish I knew her name.

"Want to play some hair hockey?" Ben asked, totally ignoring Gwen's presence.

Kevin then noticed some guys approaching; "Naw, I gotta bail" he said walking away fast.

"He's total trouble" Gwen told Ben Which is totally hot, a bad boy trying to hide her smile as she thought this.

"He seemed okay to me" he replied to his orange haired cousin. Right when he was done saying that a huge guy moved Ben slightly out of the way.

"Long time no see. Where are you going, freak? Home to recharge your batteries" said one of the guys in an intimidate and mocking like way.

This made Kevin back up, only to bump into two more guys behind him. This made Ben step up and ask Kevin; "Need some help?"

"Ker' (AN: this is said in a slanging like way, like when someone says 'tch or something like that, does that make sense?), he's going to need a lot more then you" said another guy punching him causing him to fall near Gwen, "now beat it" he said.

"I've got some skills too" Ben said then running behind an arcade game.

"Ben, don't" Gwen said I know he'll do the exact opposite if I tell him this

Ben then turns into XCLR8.

"How's the hang out? Still trashed like I left it for you" Kevin said with a smirk.

The same guy who punched Ben answered "Yeah, and you're going to pay. You can't take us all alone, freak" he said.

"But I can" said Ben in his XCLR8 like raspy voice.

"haha, little late for Halloween isn't it?" he said more like a mocking statement then a question. Ben then goes XCLR8 on all of the ones who were picking on and going to beat up Kevin.

Later outside the arcade Gwen scolded him; "I can't believe you went alien" she said Good job, Ben. But I can't lose my cover as the responsible one. Plus you won't agree with me anyways knowing you.

"He helped me so I helped him" replied Ben, having his back turned towards Gwen smirking while he said that, "You wouldn't get it and neither would grandpa. That's the problem." Said Ben, frowning with his arms crossed.

"Did you see what that speed guy did to those losers?" Kevin asked smiling coming out of the arcade.

"Yeah, dude's name is XCLR8 and in fact, we're pretty tight" he said, his eyes towards Gwen with a smirk.

"Cool" said Kevin, "Hey, want a tour of New York?" he asked both of them Hopefully the cute girl come along with us.

"You keep grandpa waiting any longer and he's going to pop another gasket. We gotta go. Like now, Ben" replied Gwen, scolding Ben. Although a tour does sound nice.

"Don't you mean, you have to go?" Ben asked, smirking along with Kevin.

I probably shouldn't leave Ben by himself since he'll probably do something stupid. "Fine, let me go with you" Gwen said.

Kevin shrugged "Hey, the more the merrier" he said with a smirk. So he showed them around New York, Kevin explaining all about his powers. "Hey, I'll show you guys to my house" Kevin said, knowing Ben would definitely say yes and that Gwen would follow, so that's where they went.

Along the way, Gwen was texting Grandpa behind her back, saying that she's going to keep an eye on Ben and that they might not be back in a while and with that, she put away her cell phone in her pocket (AN: I think she has pockets, but I'm not sure. Let's just assume she does. This is a "what if" fanfiction after all).

With Grandpa:

When Grandpa went back to the RV, he got Gwen's message and smiled. She knew that he was responsible and even though she would never admit it, she cares for Gwen and wouldn't let anything hurt him and vice versa for Ben with Gwen. So with that, he decided to do something that he could never do with Ben and Gwen around: take a nap and relax.

With Ben, Gwen, and Kevin:

They all enter an abandoned subway station: "This is where you live?" asked Ben, excited.

"Why were those guys over there at the arcade chasing after you?" Gwen asked, wanting to be part of a conversation and is curious to know.

"I kind of trashed their hangout under the 39th street bridge. I live all alone, no parents, no rules" said Kevin.

Gwen didn't know why, but she put her hand on his shoulder and said without hesitation; "you're not alone now" she whispered to him, low enough so only she and him can hear. With that, she took her hand off of him, missing the warmth.

"Well, I think it's cool" said Ben.

"Ha ha, thanks" he said, still shocked from her words. Wow, no one's really said anything comforting to me like that before. I can't tell whether I hate it or like it.

"Hey, Kevin, do you know any good places to eat around here? Because I'm starving!" Ben asked.

"Yeah, I know some places, come on, let's go" and so they left. They went to a pizza place called "Pizza All Around". Ben had enough money to treat them to a small pizza since he got some money from the RV before he left.

They decided to eat it there since the pizza would be warmer. When Gwen was about to take a slice from the pizza, Ben pulled it away.

"Ben!" she was pretty angry since she was hungry.

"My money, my pizza. So that means no pizza for you dweeb, it's only for Kevin and I" he said, sticking his tongue out at her.

Gwen pouted. He had a point, it was his money, not Gwen's, so he could do whatever he wants with it. With that, she had her head down in defeat.

Kevin saw this and for some reason, he felt bad for her. It was weird since usually what he would do in a situation like this was laugh at the person and make fun of them. But with Gwen, it was… different. So with that, he gave set the plate with his pizza down in front of her, not even looking at her. When she finally realized what was in front of her, she looked at him and smiled. When Kevin saw this from the corner of his eye, he blushed and looked towards the box of pizza.

"Hey, no fair!" Ben exclaimed, noticing what was happening as Kevin just took another pizza from the box. Kevin just smirked. Gwen just continued smiling and ate her pizza.

So they all kept on talking, getting to know everyone, even Gwen and Ben finding out things about themselves, such as Ben loving smoothies and Gwen being into martial arts. Kevin was relieved to find out that they were both cousins, since that just meant that he didn't have as much competition for Gwen and wouldn't have to worry about Ben flirting with her. They even told Kevin about the omnitrix because they were so comfortable talking with each other and just hanging out along with their grandpa's horrible cooking.

They all laughed when Kevin finished his joke; "Hey baby, what's a cute girl like you doing with a freak like him?" a guy asked.

Gwen turned around and noticed that it was a blonde haired, blue eyed kid, with excellent posture, with some slacks. He looked like a rebel about Kevin's age.

"Shawn" he said angrily and with much venom.

"So what do you say that you and me ditch these losers and go somewhere" he said, completely ignoring Kevin and winked at Gwen which really pissed Kevin off Dammit, calm down Kevin, you never lose this much control. Control, control, control he kept thinking.

"Sorry, not interested" she said, turning around to be facing Ben (It was a round table, with Ben on one side of the table, Kevin and Gwen on the other side). This really helped Kevin control himself.

"Hey, no one turns their back to me, and no girl rejects me, which means you just broke rule numbers one and two" he said, grabbing Gwen by the arm, forcing her to stand up and face him. Gwen was way too shocked to do anything. He took hold of her cheeks, hard, and was about to kiss her straight on the lips,

Screw control Kevin thought where he punched the guy right on the cheek, Shawn being knocked in front of the booth not too far from where they were.

Gwen was shutting her eyes the whole time 'til she realized that nothing was happening. She opened them and saw Kevin right in front of her and Ben running to the boys bathroom so he could probably change into one of his monsters.

Kevin then grabbed the guy by his shirt, lifting him up and said "You know, just because I can absorb electricity doesn't mean that I'm not strong" and with that punched him in the gut.

"XCLR8!" Ben exclaimed, then grabbed both Kevin and Gwen out of the restaurant before the manager or anyone else would ask them questions.

They then went behind an alleyway far away when Ben's watch timed out. When they checked the time, it was six o' clock; "We are going to be in so much trouble with grandpa" Gwen said.

"Why don't you call him and tell him to meet me back at my place? Give him the address" replied Kevin. They all nodded in agreement and headed back to Kevin's place. Once they were all there, Gwen gave him her cell phone "You need to talk to grandpa and talk about the situation" she said.

"Aww man, do I have to?" he asked and once he received a glare from Gwen, he took her cell phone and went to another side of the subway so they couldn't hear his discussion.

Now with just Gwen and Kevin alone their was an awkward silence. "Thank you for saving me" she said shyly, blushing, looking down and moving her feet in that shy way.

When Kevin saw this, he couldn't help but smirk "No problem, I never liked that guy anyway" And now I hate him ten times more after what he did today.

It then grew silent again. Gwen then tried to break the tension again; "I think your powers are really cool by the way" she said with a smile sitting next to him by the steps.

"Yeah, you're the only one. Everyone else calls me a freak because of it" he said, frowning at remembering the thoughts of people calling him freak and tormenting him just because of his powers. That's why he trashed that hideout; because they kept making fun of him due to his powers.

"I think it's unique. You're really brave to put up with all of that, it's a characteristic that I really admire, bravery. When I was just frozen in front of that guy, you helped me before it's too late even though you could have really been hurt. Whenever Ben and I face off aliens, I try to put on a brave front, but deep down, I'm really scared. I don't have the omnitrix or anything nor do I have any special powers (AN: she hasn't discovered her powers yet) so it makes me feel worthless" she said looking down, then look up at him and with an embarrassed laugh she said; "Sorry, I guess I got a little sentimental their" she said scratching the back of her head.

"Naw, it's cool. I never really thought of it that way" he said smiling at her. He felt something nice inside of him, no one has ever complimented him like that before.

"Hey, by chance, do you have anything I could write with and something to write on by chance?" she asked him.

"I think so, let me check" he said, not knowing why she wanted that stuff but nonetheless he looked through his stuff and finally found the back of a Sumo Slammers advertisement and a pen. She then took it and wrote something down.

"Here's my number if you ever want to call" she said handing him the pen and piece of advertisement back to him. He took them and stuck them in his pocket, saying thanks to her. She then gave him a kiss on the cheek and before he could say anything Ben came back.

"Hey, I told grandpa where you live, he said he'll come and get us in a little bit. I also told him about you and he said that you could come with us if you want. Will you? Please, pretty please, then I won't have to handle Ms. Dweeb all on my own" he said pointing at his cousin to which she frowned at him. Ben then sat down.

"Despite what Ben said" Gwen said giving her cousin a glare and then looking at Kevin, "You should really come with us".

Kevin didn't know what to say, he liked these people, sure, but to go back with them, he didn't know. He would be leaving his "home" plus he's not used to relying on people. "Maybe I'll-" but before Kevin could finish his sentence, Grandpa Max came in.

"Hey kids" he said smiling.

"Grandpa!" the two kids smiled and they both got up to hug him.

"So, is this your new friend Kevin. Pleased to meet you" grandpa then offered his hand to shake to which Kevin got up and shook it. He usually respects old people, Kevin has never even stolen from an old person, that would be really cruel and he wouldn't stoop that low.

"So, did you think about coming with us, Kevin?" he asked, smiling "It'll be sure a lot heck of fun. Someone else can help me separate these two when they're fighting" he said continuing his smiling.

He thought about the pros and cons of going with them. Pros: free food, free bed, can hang out with cool people, and he gets to see Gwen every day. But, they could back stab him, he's been backstabbed a lot, but then again, he did a lot of backstabbing. They might call him a freak, but then again they know about Ben's omnitrix and other such stuff and they didn't freak out at all, plus Gwen thinks his powers are cool. Thinking about Gwen liking his powers gave him a sort of manly pride, he could protect her. Ben was pretty oblivious sometimes plus in battle when they're all busy, he could protect her. Then again, she had her grandfather to protect her, but then again he might be busy too. Then their could be other boys trying to flirt with Gwen and at this thought, he grinded his teeth.

"Kevin? You okay?" asked Gwen, snapping him out of his thoughts.

He then looked at her eyes. They were pretty, Ben had the same eyes sort of too, but hers were just amazing and had something to them.

"Yeah, I'm fine, just thinking about the offer. I decided that I would like to go with you guys". After he said that Ben cheered and Gwen gave him a huge hug, both of the cousins smiling fully due to being so happy that their friend is going to come along with them.

"Well then, kids, let's get back to the RV and get Kevin's bed situated" Grandpa said to Kevin as the black haired boy went to get his stuff "and welcome to the team, Kevin" smiling at the said boy.

They all then headed back to the RV. Once there they situated a bed near Gwen since they couldn't find any other room. By the time they were done it was already nine thirty. Max was already in bed as well as Ben. Ben didn't want to go to bed yet, but unfortunately, he would have to for the next two weeks as his punishment for sneaking off. That just left Gwen and Kevin alone, them already being ready for bed yet neither tired.

They decided to play the game two truths and a lie together. By the time they were done it was already eleven o' clock at night. Gwen then got up out of her bed and then kissed him on the opposite cheek then she kissed before "I'm glad that you're here" she said, giving a true smile to him. Then she turned around and was about to head off to her bed when suddenly Kevin got up off his bed and caught her arm before she was all the way back to hers. When she turned around, she was met with a quick kiss on the lips. When they broke apart, he smiled and gave her a hug, to which she returned.

"Me too" he said smiling.

Well, that' it. This story took me a really long time. I hope you like it and please no flames. I hope people continue more "what if" fanfictions in addition to any other gwevin stories. Please review!