This is an alternate universe for Ben 10. There won't be any or at least there shouldn't be any spoilers in here. Please read and enjoy.

Disclaimer: I own nothing. If I did, the couple would be Ben and Kevin.

Ben walks into his new school, Bellwood High School in his green jacket, black t-shirt and his jeans with his black leather boots. He has his black and green backpack on his back as he walks into the office for his classes.

"Hi, my name is Ben Tennyson and I'm here to pick up my classes." He says to the school secretary.

"Yes, please just give me a moment and Gwen will be showing you around the school." She smiles at him as he grabs a few packets of paper for him. "Alright, You're class schedule. I must congratulate you on getting all honor classes or A.P. classes. Not many juniors can do that. You might just graduate with Gwen. "

"Yay, that's great." He states with no real emotion. After losing his parents and his soon to be born little sibling in a car crash this past summer, Ben hasn't been the same.

"Hmm, Well. Here is after school activities, lunch schedule for the year and days off. Some papers for your guardians to sign and you will need to set up a date with your guidance counselor to talk about schools and such."

"Yeah, thanks." He somewhat smiles just to be nice. "Have a good day."

"Hey, Ben," Gwen says to Ben. "You ok?"

"Yeah fine. Let's just get to class." Ben grabs his bag and follows Gwen to his first class, high honors English.

*****************In Class***********************

Ben is taking notes in his English class when the door opens and in walks in the school bully, Kevin Levin.

"Late again Mr. Levin." Mr. Langdon states.

"Yeah sorry," Kevin smirks and throws a note at the teacher. "Talking to the principal. Surprise surprise. I just might pass this year."

"Take your seat." Mr. Langdon sighs.

"Whatever." He sits next to Ben and smirks at Ben.

Ben rolls his eyes and keeps taking notes.

Kevin looks over at Ben's brown hair and green eyes and at first, is upset before noticing a sadness and anger in his eyes. He wonders what happened to Ben to make him look so distant and sad.

Ben ignores the way Kevin looks at him the entire session but he's very annoyed by him.

After class Ben walks out but he feels Kevin following him. He turns a corner and stops to wait for Kevin. Kevin turns the corner and stops in surprise with Ben staring at him with his arms crossed.

"What the hell do you want?" Ben asks. "I have no time to deal with you or anyone else at this school when I can just graduate year. I'm 15 but I'm not stupid. So just tell me what you want?!"

"I'm sorry," Kevin says nervously. "I usually bully kids but there is something about you and I can't do it. That sad far away look in your eyes. I…"

"So what you think you can save me? I have been through hell and back and no one cares. "

"I think I can help you," Kevin says.

Ben scoffs and starts walking away.

"My mom died when I was 4 and I lived on the streets until I was 9. This nice couple took me and became my guardians. They are the closest thing to a family I've had in years. I never knew my dad. He left before I was born. No one wanted me because I came from the black sheep of the family. I keep my grades up to make my family happy. It's the best way to repay them for their kindness. I'm going to make something of myself."

"Beautiful. Now ask me if I care." Ben says as he starts to walk away.

"I get it." Kevin grabs Ben's arm gently. "You're afraid of showing emotions. You're afraid to get close to someone and lost them again. You're afraid it's your fault."

Ben stops and tries not to cry because what Kevin is saying is hitting home.

" You need friends," Kevin says. "I'm Kevin and I want to be your friend."

"I'm Ben." Ben swallows "a-and I don't need anyone." Ben runs away and Kevin chases after him.

Ben keeps running, tears falling down like rain, not wanting to remember the pain. The death of his own family. When Kevin turns the corner Ben is already gone.

That is the end of this chapter. The next chapter will be Kevin talking to Gwen who is dating Mike Morningstar the quarterback of the school. Please read and review. Thank you. Heart of a Goddess 2009 out! Later!