Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

Episode III

"Ugh! Gross!" Manny exclaimed from the passenger seat.

"Was it necessary to recount all your sexual escapades in detail?" Helen asked from the back seat. She did not need to know the kinds of weird kinky shit Kevin and Gwen were into. "There are children in the car!"

She indicated Devlin (whom was still fast asleep), and Kenny (whom was now looking at the back of Kevin's head like he'd just discovered sight for the first time -none of the other adults around him talked about secret adult things so freely). Across Helen and Kenny's lap, Zed gave an 'Arf' of agreement. She had learned that bipeds had an irrational aversion to discussing mating habits around their offspring.

"I get that you've been literally living under a rock for the past ten years." Julie added. "But, come on! Would you have been that graphic if your son was awake?"

Kevin thought about that for a moment. "Well, I would have to have the Talk with him eventually…"

"Gross." Manny said again. "Whatever. We're here."

The car pulled through the broken and crumbling perimeter wall of what had once been an experimental military base. Los Solidad had always been a little run down in Kevin's opinion. Ever since the first time he, Tennyson, and Gwen ran across it. But now it looked even shabbier. Few buildings were still standing. There were more piles of rubble or naked scaffolding where he remembered other structures being. The power lines were downed in a few places and Kevin had to wonder what they were doing for electricity -if they were in fact actually using electricity at all.

Kevin killed the engine and got out, looking around.

Manny got out after him. Leaning over the roof go the car, he said, "Listen, man, um… we all thought you were dead. So wait out here for a sec while we break it to the others. This is a happy shock, but its still shocking."

The Osmosian raised one Taydenite blue eyebrow. "Okay…?" Then a thought occurred to him. "Oh, god! Did Gwen remarry!? You need a moment to break it to her and her new guy?"

Manny opened his mouth as if to say something. Thought. Closed it again without saying a word.

"Kevin, Gwendolyn's not… with us. Anymore." Julie tried gently. She helped Helen pull the sleeping Devlin out of the car while Zed and Kenny piled out on their own.

"Why are you all talking about the Witch like she's dead and we miss her?" Kenny asked, glancing between the adults.

"'The witch'?" Kevin blinked at the kid's blatant disrespect of the woman whom was named his Godmother. "Tennyson lets you talk that way?"

Julie placed a placating hand on the boy's shoulder before he could say something shocking. "Kenny, your Uncle Kevin's been trapped in that mine for the past ten years. He doesn't know everything you know. We have to be gentle when telling him -otherwise we might hurt his feelings."

Kevin raised the other eyebrow at that, but said nothing.

"Feelings? Feelings!?" The boy repeated. "You're worried about hurting his feelings while she has-"

The boy was cut off mid-sentence by Julie picking him up and carrying him towards what looked like an old barracks. Helen hefted the unconscious Devlin her arms and followed Julie's example, pausing just long enough to assure Kevin and Manny, "We'll be right back."

Zed look between Kevin and Devlin, not sure which one she should stay with. Since he was born, she never left Devlin's side. But it had been so long since she'd seen Kevin. Like everyone else, she thought he had died in the initial invasion and she mourned her former Master who never really felt like a Master. She certainly cared for Kevin more than she ever cared for Khyber -it was one of the reasons why she was so fiercely protective of his pup.

"What is going on here?" Kevin asked Manny. "What are you guys not telling me about Gwen? Where's Tennyson? Why are you all squatting in Los Solidad instead of living in your regular homes in Bellwood?"

Manny sighed and scratched his head awkwardly. At a loss as to what to say. "Listen, man, I don't know how to tell you this, but… You lost that day. That day Vilgax brought over an army of Chimera Sui Generis and invaded, we didn't win. You died -or we thought you died-, Gwen was taken prisoner, and Ben… Rook says something went wonky with the Omnitrix. He's still alive, but he's in a coma and can't help us. We're the only ones left to fight the good fight and we're losing."

Ship opened the door for Julie who was she dragged a struggling Kenny.

The building that was originally contracted as a barricks was converted into a sort of makeshift command center -since the actual command offices and buildings of the base were already leveled. Kai was studying a heap of maps, all marked with red lines showing the movements of Chimera Sui Generis patrols, some also sporting yellow lines marking the territory or influence of Vilgax's Earth-born allies. She looked up when the other woman entered -and shot to her feet when she saw her son.

"Where the hell have you been!?" She rushed to him, practically pushing the other woman out of the way in her hast to get to her baby.

Helen entered next, carrying Devlin. She laid the unconscious boy down on top of Kai's maps and explained. "These two showed up on our mission."

"What!" Kai's exclamation was shrill and strained. She turned back to her son. "Why would you do that!? What's wrong with you? You could have been killed! I've already lost your father, I don't need to lose you too! Don't do this to me! If I wasn't so happy that you're alive I'd kill you myself! You're grounded! You are so grounded you don't even know how grounded you are!"

From a side door on the opposite wall, Cooper and Leah entered looking concerned.

"What's all the shouting about?" Asked Cooper.

"Devlin!" Leah exclaimed the moment she saw her grandson laying unconscious on the table. She quickly rushed to the Osmosian's side and checked his pulse and breathing before deciding he was just asleep and not unconscious. "What happened?"

"These two stowed away on the raid." Snarled, angry at no one in particular but no less livid.

"They did what?" Leah turned her attention back to the sleeping boy, reexamining her diagnosis. Making sure he was just asleep and not actually seriously injured. "Did Devlin get hit?"

"No." Kenny assured her. "Well, he did fight this big guy. But that's not why he's asleep. He fell asleep when Kevin changed him back so we could all fit in the car."

The boy said it so casually. But at the mention of Kevin, all the adults in the room paused and turned to gape at Kenny as if he'd just grown a second head.

"Sweetheart," Kai began gently, "you're Uncle Kevin's dead. You never met him. What are you talking about."

"He's talking about Kevin." Julie assured them all. "Helen found him in the factory. That was how they were able to produce so much Taydenite even though its not a naturally occurring substance on Earth. They weren't mining for it, or synthesizing it. They were growing it -from Kevin."

"No way!" Cooper exclaimed.

"He's alive!" Leah demanded, voice laced with mingled hope and skepticism. Hope because she'd lived these past ten years thinking her only son was dead, and skeptical for the same reason. "Where is he?"

"Outside with his car." Helen said as if this should have been obvious. The only times when Kevin wasn't with his precious car was when he was boinking his wife. Since Gwen was unavailable, he would be wherever the car was.

"I have to see him!" And Leah was out the door before anyone else could stop her.

The others might not have been quite as motivated as Kevin's mother, but they were no less curious. As far as they knew, Kevin Levin had died ten years ago on the day of the invasion. To discover suddenly that he was alive and had just been held prisoner instead was… incredible! It brought with it an almost secret hope. Not anything any of them would say out loud. But, if Kevin was alive, then maybe Ben would wake up from his coma and beat Vilgax. Maybe they could save the Earth and everything would go back to the way it was. Maybe…

Kevin was startled when practically everyone came piling out of the barracks and surrounded him like he was some strange and unusual spectacle. In addition to Helen and Julie, there was also Cooper, Ben's wife Kai, and his mother.

"Mom!" He blinked at her. Of all the people he knew, she was one of the last he would have expected to find fighting a rebellion against evil alien invaders. Not because she wouldn't think it was a just cause, but because she was to gentle and caring for violence. She was a nurse for goddsake! Weren't they supposed to take an oath of 'Do No Harm' or something like that? Didn't fighting in a war break that oath? But confusion aside, he was happy to see his mother alive and well.

Leah grabbed the smooth sides of his Taydenite face and peered at him critically. Taking in the set of his jaw and the slope of his eyebrows. But overall, she was looking at his eyes. Those dark eyes so like her own. Even covered in whatever matter he might absorb they stayed their natural color. A brown so dark they might as well be black. She was looking for any signs of deception. That he might not be her son after all. Or if he was, he was under mind control or enemy influence of some kind. A decade ago the idea never would have even occurred to her. But after ten years of fighting -and the betrayal of her daughter-in-law- Leah had become suspicious, skeptical, and distrusting.

Finally she concluded, "It is you!"

"O… kay… Not sure who else I would be."

"Why are you still covered in Taydenite?" Cooper asked.

At that Kevin crossed his arms over his chest. "I haven't changed my proto-tech armor in ten years! You guys really don't want me to let my armor down. Not until I've had a shower and a change of cloths. …Maybe a broad spectrum antibiotic too. Been living in my own filth for a while."

"Fine." Kai took charge of the group. "After you've washed up, you're gonna tell us how you survived the invasion."

"Fair enough." Kevin agreed. "And then someone can finally explain to me what I've missed in the past ten years and why everyone is tip-toeing around mentioning Gwen around me."

Devlin was awake again by the time Kevin finished his bath. A bath, not a shower. The running water was a bit unreliable. Kevin entered the converted command barracks wearing cloths borrowed from Cooper, and Devlin quickly decided that purple and gold did not look right on his father. He stared at the older Osmosian as he sat down at the map table.

Kevin didn't look much like his picture.

Of course he wouldn't. That picture was taken when Kevin was only sixteen while now he was in his late thirties, pushing forty. The hair was longer, of course. But the jaw was more pronounced, the chin more squared and sporting an X-shaped scar. The eyebrows were thicker and his forehead had scowl lines that he didn't have when he was sixteen.

"Okay." Kevin began. "Now what's going on?"

Kai took her time in answering. She rolled up her maps and packed away anything that might look like an attack plan before beginning. "Like Manny already told you, we lost that first fight. Gwendolyn was captured, we thought you died, and Ben's been in a coma ever since. In the ensuing chaos, Vilgax took over the Earth, claimed my husband's unconscious body as a trophy, set up nine of Ben's regular enemies as Rall'ya to govern the planet, and then took off back to Vilgaxia to subjugate and oppress us from afar. It took us the better part of a year to get organized, and we've been fighting an up-hill battle ever since."

"But what about Gwen?" Kevin pressed. "You said she was captured. Did any of you ever try to rescue her? Where is she? What kind of security is she under? How are they suppressing her mana? Have you even done any recon? You had ten years, people! What the fuck is the hold-up!?"

All these questions were met with nothing but more awkward glances. Kai, Julie, Helen, Manny, and Cooper all looked between each other, as if at a loss of what to say. Devlin didn't understand why they were all dancing around it. It was a simple fact he'd been living with his whole life. Standing, the younger Osmosian abandoned his Time Out and walked right up to the grown-ups table. He looked his father right in the eyes when he explained.

"My mother's evil."

This statement was met with silence. Where once the adults were glancing between each other, now everyone was avoiding eye contact, doing anything they could to not look at Kevin.

"Evil?" He blinked at his son. "What are you talking about? Gwen's not evil. I know evil and she's about as un-evil as they come."

More silence.

Someone coughed.

After the prolonged pause had dragged on long enough, Kai sighed in resignation. "Like I said, it took us the better part of a year to get organized. None of us really know how it happened. The last we saw her before she turned, she was Darkstar's prisoner. Ten months later she's out and about, taking orders from Darkstar and Vilgax, and making life difficult for us."

Kevin did not look convinced of his wife's villainy. "And none of you never tried to figure out what it was that made her turn? For all you know, she could be under mind-control! Or working some angle to free Tennyson -you did say Vilgax took him back to Vilgaxia with him, didn't you? Does she even know that Devlin is alive? Gwen wouldn't just abandon her son! I mean, up until a couple hours ago, you all thought I was dead! If Gwen thinks both me and our baby were killed in the invasion she might think she has nothing left to lose and is just trying to save her own life. If we can show her that Devlin and I are alive and well, maybe she'll come back to us."

All these suggestions were met with more awkward glances.

"What!?" Kevin demanded. "What's with all the looks? What else are you not telling me!?"

This question was met with more uncomfortable silence.

"What!?"

"Kevin…" Julie began gently. "There's no easy way to tell you this. We all know how much you were in love with Gwen. But… she's with Darkstar now. I mean with Darkstar. I don't think they're married but, um, Gwen had a child with him."

Everyone held their breath, fearing the Osmosian's reaction to this news. Kevin did have a bit of a violent temper and a habit of flying off the handle and going crazy at a moment's notice -given the right triggers. But all he did was blink with incomprehension. "No. Gwen had a child with me."

A person could almost feel sorry for him.

"She replaced me with her!" Devlin snarled, voice practically dripping with vehemence and distain. "Len Morningstar. If I ever meet her I will kill her!"

As if there hadn't been enough stunned silence in this conversation already. Kevin's mouth hung partially open as he gaped at his son. It wasn't the fact that he was only eleven and harbored murderous intentions. Kevin harbored murderous intentions for Tennyson when he was the same age. It was just everything. He couldn't believe what they were telling him. Gwen was with Darkstar now? Gwen had a child with Darkstar now? A daughter. The daughter she always wanted… and Kevin wasn't the one to give it to her. He felt like crap.

…For all of five seconds.

Then Kevin snapped to his senses.

There was no way in hell Gwen would be with Darkstar consentingly. He had to be forcing her, or manipulating her, or controlling her somehow. She might have a daughter with the bastard, but Kevin was sure it wasn't willingly. That bout of self-pity Kevin was about to indulge in quickly transformed into righteous anger. Darkstar spent the last ten years forcing himself on Kevin's wife! He was going to kill the little leech. The next time he saw that blond, skeleton-faced, scumbag he was going to beat him to within an inch of his life! Cut his dick off and present it to Gwen as proof that the wretch couldn't hurt her any more. Then she'd be back with him. They'd be together again -like they belonged- and could return to living happily ever after. (Except Kevin would still be stuck raising Darkstar's daughter. So, life wouldn't be as perfect as Kevin might like, but at least he'd have Gwen.)

Kevin shot to his feet. "I'm going to get my wife back."

Practically everyone at the table jumped on him to try and hold him back and keep him from leaving.

"Don't rush off half cocked!" Manny told him.

"You have no idea what you're getting into!" Helen reasoned.

"I know you don't believe us, but Gwen will kill you!" Julie insisted.

"She follows Darkstar's every command." Cooper added.

Kevin didn't listen to a single one of them. They didn't know a thing about him and Gwen. Gwen wouldn't kill him, Gwen loved him. Maybe she did listen to Darkstar -for whatever reason- but the moment she saw him and knew that he was alive, she'd come to her senses and come back to him. That was one of the things that made Gwen, Gwen. She always believed in him. Even when he was one of the Rooters… even when he was Ultimate Kevin and trying to absorb her… Not once did Gwen ever lose faith in him, his goodness, or his capacity to change. She never once gave up on Kevin, so Kevin wasn't about to give up on her!

Then Kai -the only one who'd remained seated- said the one thing that could make Kevin stay. "So, you're just gonna leave Devlin?"

Kevin froze.

Turning, he studied his son. It had been ten years since he last saw the boy. Devlin was just a baby back then. Only a year old. Not even speaking yet. Now he was eleven years old. The same age Kevin was when he ran away from home and started living on the streets. He was skinnier than Kevin would have liked, not quite as skinny as Kevin himself had been at that age -his mother and Kai obviously made sure the kid stayed fed- but he was still skinnier than Kevin liked. With long dark hair pulled up into a high ponytail that showed off the shaved sides of his head. Eyes the same shape and color as his mother's, a vibrant emerald green. He looked sullen and dejected. And Kevin suddenly realized how this must seem to him.

As far as he knew, his mother had abandoned him and replaced him with another child. (And didn't Kevin have comments for the adults about allowing him to believe that!) But now, suddenly, he finds that his father -whom everyone believed was dead- is actually very much alive. But instead of scooping the boy up in his arms and pledging his strength and devotion to the boy's safety and protection, and promising he'll never be alone again, the first thing Kevin does is rush off to be with the woman Devlin believes abandoned him.

Kevin knelt down in front of the boy, placing both hands on his narrow shoulders. "Devlin, I have to get your mother back."

"Why?" The boy demanded. "She left you to rot in that hole. Gwendolyn doesn't want us, Dad. And I don't want her either! I hate the Red Witch!"

Kevin was struck speechless. He had no idea what to say to this. A child shouldn't hate his mother. Even when Kevin was his age, demolished his mother's house, and ran away, he never hated her. He was young, angry, frustrated, and confused. But he never hated her. "Devlin, you can't mean that. You don't hate your mother."

"Yes I do!" The boy insisted. "She's done nothing for me! Nothing but chase, imprison, or kill my friends. She hates us! She hates all of us! Why shouldn't I hate her back?"

"Your mother loves you." Kevin shook his head. "She loves you more than anyone. You're her precious baby."

"No. Len Morningstar is her precious baby. I'm just yesterdays trash she threw out."

"I can't believe what I'm hearing!" More than he couldn't believe when they told him that Gwen was now with Darkstar and working with Vilgax. Standing once again, Kevin rounded on the adults at the table. "How can you -how can any of you- let my son think his mother hates him? What's wrong with all of you!?"

Now Kai stood, jabbing an accusatory finger at Kevin. "You can't come in here and start judging us! You've been living under a rock these past ten years. While we've been fighting war! For freedom! And also managing to keep two children alive and healthy. Devlin is a smart kid, he can believe whatever he wants to believe. So long as he stays out of the way and doesn't get himself or my son killed. I raised your kid for you, Kevin. Now stop whining about how I did your job for you and explain to us how you managed to survive the attack when you were supposed to have died!"

(A/N: Whoot! And now I have finally established the main conflict! It only took four chapters. Its funny, this fic actually started as a fill for one of my own challenges in the ff.n forums. The challenge was to write a fic where Gwen was the villain and Kevin is the one to insist that she's still good and can be reformed. I liked the idea of the role reversal and it was something I hadn't seen anyone else in the fandom do yet. But, sadly, no one accepted my challenge. So I decided to fill the challenge myself and write my own role reversal fic. Gwevin for ever!)