lol Well, I didn't think to call it Ben!angst, but hey it just might be. I am going to explore the relationship between Ben and Kevin, but no Bevin of course. And, Kevin will be a little OOC but I think anyone would be if they were worried about their friend. Okay, I'm done talking so go ahead and read. You know you want to…

Disclaimer: I wish I owned Ben 10, but what are you gonna do?

Chapter 3

As consciousness slowly returned to him, he felt like his head was filled with fog, giving him the headache of his lifetime and making it hard to open his eyes. He attempted to sit up only to have it feel like everything was spinning, forcing him back down with a groan. He peeked open an eye to gather his surroundings, and found himself in the backseat of the car. Well, he at least assumed it was the car due to his fuzzy vision. As he continued trying to get his bearings, a voice broke through the silence.

"Hey, Tennyson, you alive?" That was Kevin. He looked to the front of the car as best he could but didn't see anyone.

"Yeah… Where are you?" Ben answered, embarrassment obvious in his voice as he realized Kevin had been left to baby-sit him.

"Look in the mirror." Ben did so and realized the extent of his friend's laziness. Rather than turn in his seat to face Ben, Kevin had readjusted the rearview mirror to see him through it.

"Uh-huh… Your laziness knows no bounds." His comment received nothing but a shrug, visible only because the seat had shaken slightly. He decided to pursue a nagging thought at the back of his mind. "So, what happened anyway? I can't remember anything past… Ghostfreak's ship!"

"Easy." Kevin frowned. He had actually turned to Ben this time, but only to push him back into a laying position. Ben had complied but was still frantic.

"But, the ship! And Gwen, where is she?"

"Relax, she went to check it out herself, telling me to baby-sit you while she looked. Though, that wasn't exactly what she said… More along the lines of 'I know better not to touch anything'." He didn't sound particularly pleased about this fact, but there was something else in his tone that made Ben smile.

"You were worried."

"About Gwen? Not even. She has those freaky energy powers. I'd be more worried about whatever ran into her."

"Not Gwen." Kevin gave him a curious stare before grimacing as he realized what Ben meant. The rapid change of facial expression had told Ben he'd hit that nail on the head.

"No way, you're still out of it." Ben smirked at Kevin's weak defense when he realized something; the car was smoldering. The feeling asserted itself when a bead of sweat ran down his face without his knowing.

"Do you have the heat on or something?"

"No." Kevin replied, giving Ben a hard stare through the mirror. After a few seconds of this, Ben got a little irritated.

"What?"

"You're flushed."

"I'm what?" He watched confusedly as Kevin got out of the car and moved to open the back door. He did so and Ben tilted his head up to look at him upside-down when the cool desert air hit his face. It felt wonderful against his burning skin. He closed his eyes to enjoy the feeling when he felt two hands on his shoulders, forcing him to sit up. His stomach protested instantly.

"Don't." He gasped, his arms forcing themselves against his midsection. His shoulders shook in strain as he tried to force the bile down his throat.

"Sorry Ben, the jacket's gotta come off. Don't you dare hurl in my car." Kevin growled, pulling Ben's jacket off with little resistance. Kevin had had to deal with his share of illness too being as he had lived by himself for most of his life. He knew all the symptoms, but Ben's had popped up so suddenly, it was a little suspicious. What surprised him most was that Ben was allowing the help, but he probably figured it was better to accepted help than suffer for stupid reasons.

When Kevin had finished removing the jacket, Ben took it from him and dropped it to the floor, putting a shaky hand on his face. The queasiness had settled a little with the introduction of a little cold air, but the fact that it still threatened him was bad enough. He allowed himself to lean a shoulder on the back of the seat, resting his head which still refused to clear. Damn did he feel weak.

"So, what the hell happened in there? We found you collapsed in a puddle. Not one of your greatest looking moments." Ben would've laughed if he had the strength. Kevin was still nearby, so he assumed him to be leaning on the car next to him, but he wasn't sure with his back to him and all.

"I'm not entirely sure… I was kind of on autopilot the whole time. Touched something though and the next thing I know, I'm back in the car."

"Smooth. Real smooth."

"Well… brushed up against is a better word. You guys startled me." Kevin raised an eyebrow at this.

"We scared you? The great Ben Tennyson?"

"Great job, kicking someone while their down." He sounded truly irked by this, but Kevin chalked it up to the fever.

"You're obviously not down if you can fight back." Kevin received no answer so he continued. "So, what were you so freaked out about? This is our daily lives." He noticed Ben appeared to be relaxing but he couldn't let him fall asleep yet, he might not wake up. Best to keep him talking.

"Well, reliving some of your worst memories isn't as fun as it sounds…"

"You hate Ghostfreak that much?"

"Hate's not strong enough…" Kevin strained his ears to hear that as Ben had begun to mumble. Come on, Gwen…

"That's pretty hardcore. Never thought you were capable of it." Kevin had expected some kind of sarcastic reply, but nothing was said so he looked into the car to see if Ben had actually fainted. He saw Ben sitting upright, almost erect, his shoulders shaking ever-so-slightly.

"Dude, you with me?"

"Ghostfreak…" His voice threw Kevin off. He sounded utterly afraid. He moved so he could see Ben's face. It was contorted in fear, as if he actually saw the alien phantom. Suddenly, Ben moved to use the Omnitrix, pressing the button to power it up. Kevin quickly grabbed Ben's arms, forcing them apart before he got a chance to change.

"You're not going alien in my car, Tennyson!" Kevin shouted, trying to hold Ben's struggling form still.

"But Ghostfreak!"

"There's nothing there!"

"Kevin!" Finally, Gwen! She ran quickly to the other side of the car to see what was going on. She was shocked by what she saw; Ben shouting frantically about Ghostfreak while Kevin fought to keep him from using the watch.

"A little help, please?!" Gwen snapped out of her shock and sent a line of energy at Ben. It wrapped around his upper body, pinning his arms to his sides. He could still kick but it wasn't harming anything in his weakened state. She wasn't sure what to do next other than the obvious; knocking him out, but how to do it gently?

Kevin was on the same page as her and, though he later told Ben he had enjoyed doing this which, in all actuality he hadn't, socked him in the back if the skull. He immediately fell silent, his form falling limp within the pink energy shield. Gwen released him and they both layed him in the back seat. Gwen sat in the back too, her cousin's head in her lap as Kevin rocketed down the road at an illegal speed. He broke the silence first.

"Find anything?" Gwen took a full minute before answering, brushing a few stray strands of hair from Ben's face.

"The room we found him in was a sort of engine room. Energy used to course through those two poles."

"He was shocked?"

"I think so. Pretty badly too, what with all the water on the floor…" She sounded miserable and Kevin couldn't blame her. For all they knew, that zap could've just cost Ben his sanity.

"That doesn't explain why he's sick." Kevin said as he made a hard right, the tires screeching in protest.

"I don't know why. Your guess is as good as mine." Gwen finished in a low voice, bracing her cousin against the sharp movements. A sudden green light caught her eye and she looked at the Omnitrix that had somehow activated of its own accord. It looked somehow alive as it spoke two words neither of them expected to ever hear again.

"DNA anomaly." Crap.

And that was chapter three. I'm happy with the amount of reviews I'm getting. Slow at first, but getting there. You guys all rock for the encouraging reviews! Thanks so much! Much, much love, Xangabell3