Hey all!

I am so sorry that it took a FEW WEEKS to get this next chapter up, but I was just soo busy! School, two jobs, a school camp, and my USB breaking. But enough about me. Let's continue with the usual.

THANKYOU TO ALL MY FAN-AGE! I LOVE YOU DUDES! AND DUDETTES!

I would love it if you could review this chapter; I have tried to make it longer and more interesting. Not much Ben, but hopefully the content with make up for that.

I don't own Ben 10 or anything.

Thanks!

KaytiiSue!

Oh, ps: if you like Charmed or my stories check out 'EmmaEllieJane's stories. She's my sister and as well as being the best big sister ever, she's an awesomely talented writer. The only downside is that she hardly ever says 'awesome' 'dude' or 'sweet': P

Thanks again!

"Kevin! This is serious! Something is wrong with Ben!" Gwen was pacing back and forth worriedly in Kevins garage. He was underneath his car, and Gwen was unsure whether he was fixing something or just tying to look busy. "Ben was insisting that I was at his house last night! I was trying to convince him that I didn't go anywhere near his street yesterday, but…" Her voice faltered. She sighed and ran a hand through her hair pensively.

Kevin slid out from his 'hiding place'. He sat up and wiped his hands on an old rag lying next to him. "He could be losing it." He sniggered. Gwen gave him a look.

"If he was 'losing it', why did he recall everything so perfectly? Every minute detail? Someone who's 'losing it' wouldn't remember that well." She sat down on a black bar stool with a sigh.

"It was probably just a bad dream." He stood up, stretching his arms out above him. Gwen stared at him, shocked at his nonchalance. She then remembered his carelessness the previous night.

"And what was with you the other night, Kevin?" She was voice went soft. "How could you make me feel so… insignificant?" She looked at him, green eyes full of a sad curiosity. Kevin was suddenly solemn.

"Hey, you could have come inside if you wanted, but you'd have rather stayed with Ben anyway."

Gwen exhaled quickly. "Not that. When you came out of the warehouse."

Kevin looked confused now. "I told you about the DNAlien puke, the lack of 'Knightage' and drove you home. How was that making you feel insignificant?"

"Not that either, Kevin." Gwen was annoyed at this point. "The whole 'ignoring me' scenario, the rolling of your eyes and the blatant refusal to talk to me! That's what made me feel insignificant! Don't pretend like it didn't happen." She looked up at him expectantly. He looked completely dumbfounded.

"Gwen, I... I never did any of those things." He shot her a questioning glance.

Gwen threw her arms up in the air. "And here we go with the 'what are you talking about' thing! I thought if I brought it up with you nicely, you would tell me that you were angry about something else, or you… you… stubbed your toe and was taking it out on me, or SOMETHING!" She shook her head. "I didn't think you were the kind of person to ignore something like that."

"Hey! If I say I didn't do something, I didn't do it!" His eyes blazed with anger over the accusation. "Why the hell would I do something like that to you? Am I really that kind of guy? Would I be that cruel to you?" Kevin waited patiently for an answer. Gwen just shook her head.

"I didn't think you were that kind of person." She stood up and walked out of the garage, leaving Kevin completely baffled.

Gwen trudged along the path away from Kevins house, kicking the occasional stone angrily. The weather was a bit cooler than she would have liked, but she had to put up with it. "How could he pretend it never happened? And it was me that he did it to, it wasn't like it happened to someone else and I had to believe what I was told. He said it to ME, and now he's playing dumb". Gwen sighed angrily. "Well, where am I going to go? I can't go back to Kevins. Ben is insane." She sighed again. "I guess I could go see Katy. She doesn't live too far away. I might as well try and make better friends with her." Gwen changed directions and headed towards where Katy lived. She knew where because she lived next to an old friend of hers. She sniffed, pulled the sleeves of her blue shirt down over her arms and crossed them over each other. She looked up. Not a hint of blue could be seen, only dull grey clouds. Gwen quickened her step and turned into Katys street.

By the time she arrived at the door, Gwen was soaked head to toe. She wrung her hair out and pressed the doorbell. She could hear the traditional 'ding dong' of the bell, followed by footsteps. The door opened to reveal an adult male, slender, but with fairly visible muscle tone in his arms. He had the same dark brown hair and bright blue eyes as Katy. He had a bit of stubble on his squared jaw, and his tank shirt was covered in grease. He smiled warmly at Gwen.

"What can I do ya for?" He spoke with a hint of an Australian accent, and Gwen realized that this man must be Katy's father, what with the looks and the voice.

"Umm… is Katy home?" She asked politely. He laughed.

"Nah, sorry darling. She'll be back soon though. I'm Blake. Do you wanna come in? You look a tad… not dry." He laughed again, stepping aside to let Gwen in.

The first thing she noticed about Katy's house was the strong sense of masculinity that seeped from everything around her. The only decorative system employed in this house was pictures of cars framed up on the walls. Gwen looked around the corner into the living room. A large black sofa took up majority of the wooden floor, whilst the gaps were filled in with various furniture items, such as tables and shelves.

Gwen looked at the only three pictures on the mantelpiece. The first was of a beautiful young woman, with black hair and blue eyes. She was sitting on a deck chair at a beach, arms behind her head, looking out over the photographers shoulder at something.

The next was the same woman, but this time she was indoors, sitting on a sofa with a big smile on her face. A much younger Blake had his arm over her shoulder. There were Christmas decorations everywhere, and a pine tree was visible on the edge of the photo. A little brunette girl with bright blue eyes was dressed up as a fairy, halfway through tearing her way into a brightly wrapped gift.

The final picture was of the same little girl, a bit older, covered in grease, grinning a toothy smile and holding a massive chunk of metal in her tiny hands. Gwen looked back at the middle photo. How Katy had changed. From a girly girl to a tomboy in what only looked like a year.

"Hard to believe, isn't it." Gwen turned around to see Blake staring contently at the picture in the centre. "But, believe it or not, my little bushnut used to be a girl." He laughed. Gwen smiled.

"What happened? Because I really don't see her dressing up as a princess next Halloween" She looked up at Blake. He was looking at the first photo now, tracing the edges with his blackened fingers. He sighed sadly, his smile dampened.

"Oh." Gwen said quietly. "I'm sorry." Blake looked back at her.

"Don't be. It wasn't your fault." He looked away and shook his head. "Sorry to get all depressing on ya like that for a few seconds. Did ya want a hot drink?"

Kevin was still in his garage when there was a knock on the big steel door. Kevin stood up and went to open it, but suddenly there was even louder knocking, like metal smashing against metal. The only got louder and louder. Kevin covered his ears, and wrenched the door up.

Katy grinned at him. "Anyone home?" Silver slunk off her arm. Kevin laughed and pretended to clean his ear.

"WHAAAAAT?!" He yelled. Katy laughed, the chime echoing around the garage. She skipped past him and jumped onto a chair.

"So, watcha doin?" Her eyes lit up with excitement when she saw the toolbox lying next to his car, the hood up.

"I'm fixing the car. Not that there's anything wrong with it." Katy looked back up at him, smiling hugely. Kevin rolled his eyes playfully.

"Go ahead." With a wave of his arm, Katy leapt off her chair and practically stuck her head in the cars bonnet. She reached in and began doing something to the engine. Kevin sat on the bar stool and looked contently at her. He loved that she showed as much enthusiasm about his car as he did.

"So, what's the 411 with you and Gwen?" Katy was still halfway inside the car. Kevin was a bit taken aback.

"What do you mean by that?" He asked. Katy laughed.

"As if you don't know, tough guy. I mean, are you going out or what?" Now it was Kevins turn to laugh, but is had a nervous edge to it.

"Nah. Just good friends." Katy turned around to look Kevin up and down.

"Awesome." She grinned and went back to whatever she was doing. Kevin let a small smile escape, when suddenly a heavy metal tune started to play. Kevin looked at Katy with a smile.

"Don't tell me that's 'Darker Than Thou.'" He half-questioned. Katy shrugged.

"It's a good band." She took her cell out of her pocket and flipped it open.

"What up?" She sat down on Kevin's car. "I'm at Kevins, Dad." She smiled and looked at him. "My Dad says hi." She took her attention back to the phone. "What?! ... What if I was there? … Well, get her out! I don't want her… yes but… Dad, please." Kevin tried to make sense of the one sided conversation. "Okay, thank you. Love you too." She hung up and returned the cell to its original pocket. She saw Kevins questioning look. She faltered for a second.

"Umm… stray cat. It gets into our house sometimes. My Dad loves it, but it… smells really bad." Katy changed the subject. "Sorry Kev, but I gotta go. Dinners almost ready anyway." She jumped off the car and went for the door.

"Katy?" She turned around to face Kevin, who was now about a foot in front of her. She swallowed.

"Yeah?" She asked feebly. Kevin smiled.

"Its raining like crazy. Did you want a lift?" A big smile appeared on Katys face.

"I'm okay. Thanks." She wrapped her arms around him tightly. She let go and grinned.

"Catcha later, dude." She lightly kissed his cheek and ran off. Kevin grinned, turning around to pack up his tools.

Katy ran through the freezing cold rain, her sneakers splashing into puddles of water that had pooled on the sidewalk. She had no intention of going home just yet. "That was WAY too close. God, Katy! Be careful!" She ran all the way to Ben's house. She took off her wet red jacket and threw it out of sight. She took a deep breath.

Suddenly, a faint glow grew around Katy. Her hair started changing colors, from chocolate brown to orange-red. Her eyes glowed white, and when the colour died down, her eyes were green. Her facial features began drastically morphing.

Within two seconds, an exact replica of Gwen rang the doorbell at Ben's house.

There's chapter two for ya!

I hope you like how it ends (this chapter, don't worry, it's not the end of the story.) I've been planning this for ages!

Review? Pwease? *cute face*

Thanks as per usual!

KaytiiSue