Kevin Levin was annoyed. He was also curious, suspicious, and more than a little surprised, but annoyance was the teen's predominant emotion at the moment. He had suffered in the Null Void for five years, dealing with double-crossing fools, murderers, robbers, and the like for the technology he'd needed to break out of the prison dimension; it had taken him nearly a year to assemble the tech and find enough power to generate the portal. (He was lucky that an anodite had gone rogue and ended up thrown into the dimension. He repressed a shudder at the memory. It wasn't like he'd wanted to hurt her. She tried to kill him.) And now, when he was finally free to live his own life, there was that damn Ben Tennyson's freaking – although kinda hot – smart-mouthed cousin with her freaking powers waiting to welcome him home. Really, the osmosian felt he had a right to be more than a little annoyed.

His dark eyes narrowed as he took in her appearance. Out of breath, presumably from using her magic too much – the girl needed more practice, that much was obvious, – tall and slim, dressed in a blue sweater, white shirt, with the sleeves rolled up to her elbows, and a black skirt, her red hair having grown out since they were kids. She was totally hot, as the teen had already noted, and, if he wasn't busy trying to get revenge on, or trying to get away from, her cousin, Kevin would have totally hit on her. The few women who ended up in the Null Void had all taken a liking to him. He knew he wasn't exactly ugly, either.

The red head looked strong, but, at the same time, fragile, too. For one horrible moment, the teen felt the urge to pull her into his arms and hold her until she didn't look as if she was going to collapse on the floor of the- warehouse? This was where Argit sent him? Well it made sense, considering most warehouses in Bellwood were on the far side of town, abandoned and left alone. No one would even think to look for a portal to a parallel dimension here…

"Kevin," the girl said, the word a breathy sigh on her lips. She still hadn't gotten her breathing back under control. He waited patiently. This was a fight he would surely win, but he needed to give the girl at least a fighting chance. Otherwise it wouldn't be fair, taking her down so easily. Hurting his loved ones, as Kevin had learned long ago, was a way to get to Ben, and, once the bearer of the Ultimaterix saw how the osmosian trashed a member of his beloved family, he would come to him, like a moth drawn to a flame – the idea of revenge, or rather justice, as the hero would have called it, consuming his thoughts. Once, the idea of doing such a thing would have been a spark leading to an inferno of mistakes in the raven-haired teen's life. Now, he all but cringed from the idea. He was a different man. A better man. He would take the girl down, but wouldn't harm her. Much. "What are you doing here?"

"I could ask you the same question, Gwendolyn," he sneered her name, smirking as he saw her jaw tighten, "Shouldn't you be studying at the library or something?"

"I came here to put you back where you belong," the girl said in a voice much stronger and steadier than it had been two seconds ago. He was infuriating her. Good. "How did you get out of the Null Void?"

"I know a guy," Kevin answered, that same smirk never leaving his pale face, "You really think you can take me down, princess? Well then, give it your best shot."

The jade eyes, an exact replica of his old enemy's narrowed, and, in a moment, disks of pale pink light started shooting out of the girl's hands, all directed at him. He dodged each one easily, amused at her pathetic attempts at hurting him, and slightly impressed that she could now do magic without even having to say a few words. She was getting better…

But so was he.

With every step he took, with every disk she threw, he moved closer, and she moved back. She was readying herself for an attack, one that wouldn't come for some time. His strategy was simple: tire her out completely and wait for her to collapse. If that didn't work, he'd knock her out. He'd already sighted a box full of metal crowbars. A small concussion would be a small price to pay for the sparing of the true damage that he could do to her.

As the osmosian expelled the memories of the past from his mind, his strategy was working. Gwen could feel herself tiring out, the energy draining from her being. There were no living things around, nothing for her to draw energy from. The location was perfect. She'd be down within five minutes.

No, Gwen couldn't afford to think like that. She remembered what her adversary had done, all the people he'd hurt, all the people he'd tried to hurt, wanted to hurt… what he'd done to Ben… the arm of his mutated form holding her in a choke-hold against him, threatening to kill her if Ben didn't give up the Omnitrix… Ben.

She had to be strong for him. If Kevin beat her, he'd go after him. Ben had such a good, normal life now. He was on the school soccer team, was doing okay with his grades, and didn't have to deal with aliens. She didn't want to ruin that for him. This had to end, here and now. If she went down, she was taking this monster of a man with her.

Propelled by the power of her anger, the young woman drove onward, stopping her retreat and instead moving forward, closer to her enemy. Once they were only a few feet away from each other, she dropped her hands and, unexpectedly, jumped at him, aiming a kick at his stomach, mentally thanking her parents for encouraging her to stick with karate.

Kevin jumped aside, dodging the kick, and ended up falling into a mound of perilously stacked boxes, which collapsed on top of him. Gwen knew he wasn't beaten yet, though. It took more than a few pounds of junk to bring Kevin Levin down.

She was right.

A metal leg kicked her feet out from under her, causing her to lose her balance and fall backwards on the floor. A few seconds later, a metallic figure in the shape of the 16-year-old jumped out of the debris. He immediately jumped on her, intending to pin the girl to the ground and go with plan B and knock her out against the floor, but she rolled out of the way just in time.

"What happened to your powers?" she asked as both of them rose, and she started throwing manna shields again, which shattered easily against his metal armor. The girl was retreating again, and, instead of dodging and weaving an intricate path in her direction, the teen was walking straight forward. There was a pillar right behind her. If he could get her there, he'd knock her out, get out of this warehouse, and go build a new life for himself. The teen was almost panting for breath. If he got a chance to take down his old buddy Benji, he'd take it without a second thought. Until then, he'd have to be careful. Who knew when this pretty little red head would decide to come after him again? He realized what she was by the magic she was using. He'd already hurt her, her kind, and her family. The young man felt guilty for what he'd done to her and her grandpa. A few months ago he'd learned that the man had been his father's partner when they were both in the Plumbers. There was no way to rectify that, but by leaving the young girl mainly unharmed would be going in that general direction… Besides, there were other things he had to take care of as well.

"Got some new ones," he said in response to her question from a moment ago, "The ones from the watch were a bad influence. Went straight to my head." He smirked. If only the girl knew how ironic and true those words were. That energy had messed with his mind and made him literally crazy. Now, thanks to Kwarrel, he was all better. Kwarrel… Another thing he'd have to deal with: the warden.

Finally, Gwen's back hit the metal pillar. She was trapped. The young witch quickly calculated how much time she'd need to in order to escape around it, when, suddenly, Kevin's body was flush against hers. She turned right, his arm hit the matter. She turned left, his other arm was in the way. Slowly, she raised her eyes to meet his obsidian ones. She was caged, alone, in an abandoned warehouse, by a psychopath. Could life get any worse?

"Good night, Gwendolyn," he smirked and, suddenly, it was too much. The overuse of her powers, seeing Kevin again, the battle… and she was so tired… so, so tired… She passed out. He pulled his arms away the second she lost consciousness and watched her limp body slide to the ground, sweeping his arm under her to catch her. His body had gone back to normal, the metal armor disappearing. The criminal lifted the honor student in his arms and carried her to a nearby box with pillows in it – seriously, what kind of warehouse was this? – and set her down. There were dark rings under her eyes that he hadn't noticed before. He was probably doing the girl a favor, letting her sleep like this. How much dream-time did she normally get? Two? Three hours a day?

With a shake of his head, the osmosian turned back to his surroundings and immediately spotted a small purse lying on the ground. She'd probably dropped it in the fight. The teen went over to it, picked it up, peeked inside, and a wide smile spread across his face. Inside was a cell phone, a wallet, house keys, make up, ear plugs, – what did she need those for? – and various other items the teen couldn't name. He took out the wallet, tucking it into his back pocket, and the cell phone. Scrolling down the list of contacts, he finally found Ben's, and sent the words:

WAREHOUSE DISTRICT

Having no idea what the address was, the teen set the purse next to its owner and sighed. Kevin brushed a curl out of the red head's eyes and loomed over her, a sad look on his face. Sleeping like this, she looked almost peaceful, if it hadn't been for the frown on her face. For now, she was better off enjoying a few hours of peaceful oblivion before her cousin showed up with an army to take her back home.

"I'll see you soon, Gwen," the osmosian promised, his lips ghosting over her forehead, before turning around and exiting the building without looking back.