Super long chapter with no sex but lots of plot. Lots and lots of plot. I plotted all over this chapter.

Disclaimer: I still do not own Ben 10 or any affiliated characters.

Ben opened his eyes wearily and tried to sit up. He groaned and went to adjust the omnitrix but his fingers only brushed against the bare skin of his wrist.

"Oh... that's right." He said, standing with unsteady legs. He looked around, expecting to be completely lost, but to his surprise he was next to the road. He cringed at the thought of traveling all the way back into town without the help of the omnitrix, but what choice did he have? He needed to find his grandpa and the others. He wobbled as quickly as his weak and beaten body would allow.

He thought about Kevin and frowned, picking up his pace. It was only a matter of time before his friend's betrayal would sink in, but he didn't have time for that now. He'd face that sad fact later. He'd deal with the back stabber soon enough- and after that was all over, he'd deal with himself.

****

Kevin grit his teeth and punched the steering wheel of his car. From his seat, he could see Gwen's light was on, a sure sign that she was still awake. He knew he should not have come, but he at least wanted to say goodbye. For the ninth time that night he opened the door and put one foot on the black road; however, just like all the other times that night, he paused and became frustrated. Good-byes were impossible and it would only make things worse for all parties involved. He swore as he slammed the door and for the seventh time that night he turned on the ignition and prepared to leave. He put the car in gear and froze once more.

"Maybe if I left a note or something…" He slumped and hit his head repeatedly on the wheel, that idea was just as dumb as talking face to face. With an angry sound he sat up straight and gripped the abused wheel, giving it a strong jerk before his foot hit the accelerator and he drove off in a fury.

**

It was the familiar sound of rubber screeching against asphalt that caught the red-head's attention. She quietly placed the book she was reading on her bed and walked onto her balcony just in time to see the red glow of Kevin's tail-lights before they turned the corner. She concentrated for a moment, her eyes glowing a strange pink color as she focused on his energy.

He was upset; she could tell that much right off the bat. But there was more. She focused more acutely to determine what was upsetting him. She could sense the anger, that part was normal- but there was something else there. Sadness… something that felt remarkably like regret.

Gwen blinked and her eyes returned to normal. She had a nagging feeling in her brain, but she shooed it away and told herself she was overreacting. It was true that Kevin still had some bad habits, but how much trouble would he get himself into? She frowned and returned to her room. If he really wanted to talk about it, he would have come in… right? Perhaps he just needed time to cool down before he talked about it…

***

"Things are about to heat up in here!" Alan grinned and his body burst into flame.

Helen smirked and the face guard lowered. Large plumes of dust spewed behind her legs as she started towards the other, "I'll make this quick."

The yellow eyes widened as he felt the wind around him surging. His feet left the ground suddenly as he was picked up in the whirlwind attack. "No fair! I hate flying!"

Helen smirked under the mask and went faster, spinning her opponent higher until his flames were nearly out from the force of the wind.

"You asked for it!" he said, clenching his fists and letting out a small grunt as fire exploded from his body.

A fire-filled cyclone formed around them and the others training around them stopped to gawk.

"That… is just like the fire winds of doom in my Mega-Vega game!" Cooper smiled and bounced slightly in his excitement.

"It's not that great." Manny pouted, jealous that Alan was a better fighting partner to Helen than he.

Max Tennyson walked out from his motor home, "Good work kids! That's enough of a workout for now. Let's eat!"

Manny, Helen, and Pierce smiled while the Cooper and Alan threw each other unsure looks. No matter what they had faced in the past, nothing- nothing was ever as unexpected and often unpleasant as the strange food Max Tennyson was able to concoct.

***

The petite black haired girl reached for her ringing cellphone, "Hey Gwen, what's up?"

"Julie," Gwen started, "I need your help. Can you and Ship come get me?"

"Sure." Her voice was calm but cautious, "is everything okay?"

"I'm not sure…. I think Ben is hurt."

"I'll hurry," Julie reassured, hanging up her phone before bringing her fingers to her lips and whistling. Soon the small black and green creature bobbed around the corner and jumped around excitably. "Come on, boy." Julie called, "We've got work."

****

Ben waved his arms at the car, hoping it wouldn't pass him like the last one. He sighed as it did. He couldn't blame them, though. Who would pick up a muddy kid walking along a rural road? Light from another car hit his back and Ben turned to flag it down, this time meeting with success.

"Hey, kid? You okay?" A woman asked from inside the car. She was dressed in formal business wear that matched the forest road as well as the boy in a muddy soccer uniform.

"Do you think you could give me a ride?" he smiled and tried his best to hide his left eye while he lied, "I was separated from my friends while we were camping."

She raised her eyebrow and looked at his uniform, knowing full well that he was lying. Before she had the chance to question him further, a strong rumbling and whooshing of wind stopped her. Her eyes nearly bugged at the huge floating ship that hovered in front of her car.

"Oh," Ben said, smiling as the door opened and Gwen beckoned him to enter. "Never mind, there they are."

The woman only gawked, her mouth and eyes wide as the teen ran into the spacecraft, giving a small wave before the giant door closed and they flew off into the night.

**

Kevin stopped his car in front of the rusty motor home. Max and the others were training just outside of Bellwood, using a smaller cloaking device that Cooper had made. He noted the five other alien half-breed and gave an inward nod, glad that they would be able to help Max fight. He stood from his car and cursed himself as he accidentally returned the wave that the old man gave him.

"Hey, ugly!" Manny greeted cheerfully. "You're just in time for dinner."

"Have a seat, kiddo." Max motioned to an empty spot on the picnic table while he stirred something in a large aluminum pot.

The raven hair paused briefly, considering his options. He could attack now. It would be the smart thing to do… but then again… he'd already been so good…. One last home cooked meal would be a welcomed gift before he was banished into the null void.

Wordlessly, he sat down next to Cooper and watched as Helen quickly set a bowl before him.

"Hi Kevin," the short blond said as he watched his bowl being filled with some bizarre substance, "Isn't Ben with you?"

"What do I look like? His babysitter?" Kevin grumbled, he didn't want to start a conversation, it would only make things worse when he had to attack.

Max looked Kevin over. Seeing the frustration and pain in his eyes, he knew the young man needed to talk. "While you're here, do you think you wouldn't mind taking a look at my motor-home?" The elder man smiled at the dark haired boy while he slopped food into Pierce's bowl, "the air-conditioning is busted."

"It is?" Alan teased, "I thought Manny's pits were stinking more than usual."

"You want a piece of me?" Manny stood suddenly but a short glance from Max made him sit back down.

Kevin looked at the unappetizing meal in front of him and decided that he could go without a last supper. Now was as good a time as any to attack. As he stood to his feet, he bumped Cooper awkwardly with his behind and the chubby blonde gave him a shocked look.

"Where did you say Ben was?" Cooper's voice was suddenly demanding.

"We'll talk about that later," Max said as he placed his hand on Kevin's shoulder and lead him into the rust bucket.

The door closed and Max moved Kevin to the small dining area, making him sit before he crowded his body into the opposite side. He gave the other a caring look, "Okay, Kevin. Tell me what's wrong."

Outside, Cooper turned to the others and gave them a serious look. He lowered his voice and quickly spoke, "Something's wrong. Kevin has Ben's omnitrix."

"WHAT?!" they all shouted, completely destroying the small boy's attempt to be discrete.

"It's in his back pocket. I'm sure of it." he looked at the others, "I'm sure."

"Man, I don't think-" Manny began but was interrupted by the sound of yelling from inside the mobile home.

Kevin was the first out the door, followed by an angry looking Max. He'd done the first part well enough. The old man was livid.

"Helen," Cooper said in a hushed tone, "his left pocket. Hurry!"

The Kinceleran narrowed her eyes at the strange lump in the tall boy's back pocket, in a flash she was next to him and pulled it out the glowing omnitrix.

This didn't help Max's rage, He pointed to it and bellowed, "Don't tell me you were planning on pawning that to pay for-"

His voice halted as the dust around them picked up. Ship entered the barrier and hovered for a moment while an angry Ben, Gwen, and Julie jumped to the ground. The red head wasted no time as she began throwing pink energy beams at Kevin.

"WHAT- ARE- YOU- THINKING?!" She screamed. Julie's eyes widened and she gave a sheepish look at the other girl's fury. Meanwhile, Helen raced to Ben and handed him the omnitrix, which he quickly slapped on his wrist and began turning. To his disappointment, the face was glowing red.

"No big deal," he wrinkled his nose. "I don't need to go alien for this."

Alan moved behind Kevin, grabbing him with his arms and holding him still. "I got him!" The dark haired boy kicked his captor and quickly earned his freedom. "Never mind!"

Kevin made a lunge at Pierce but was quickly stopped by Hellen. She spun around him with a long rope, circling until Kevin's arms were completely bound and he fell to the dirt below him.

"Mind telling me what you were thinking?!" Ben yelled as he walked towards the other with heavy, angry steps.

"Back off!" Kevin growled, his face full of dust.

"Why did you take the omnitrix?" Julie continued as she followed behind the brunette.

Kevin sneered; being trapped on earth was not enough. Trapping himself in the Null Void was the only way to save the young hero; he needed to go out with a bang. He needed to really fight.

"I said," Kevin's voice became deeper and his skin began to boil, "BACK OFF!"

The other's watched in horror as Kevin screamed, his body mutating into a horrible combination of aliens. The rope was quickly snapped away by the growing form and a gust of energy pushed Ben back, knocking him to the ground. Pierce grabbed at his soccer jersey and hoisted him up, handing him a long wooden spike. Ben nodded in thanks and turned back to the now fully transformed Kevin.

An exact copy of the body he had years earlier… The very enemy Ben fought as a child and even sometimes now in his nightmares.

The jagged teeth growled and Kevin began to charge. Julie screamed and shielded herself, squeaking when she felt the wind blow around her as the mutant bypassed her completely and grabbed Manny, pitting his four arms against the four arms of the other.

"Nobody move or I'll rip his arms off!" Kevin yelled. He was not at all surprised when Manny used his superior strength to throw him twenty feet in the air, nor was he surprised that a fireball zoomed by his face on the way back down. He certainly got the big fight he wanted.

Ben was the next to attack. He gave Kevin two fast slices with the sharp wooden spike, creating a deep wound over his chin that was hardly visible against his mutated skin. Kevin paused as the younger boy held the spike to his throat and sneered down at him, his eyes angry and tearful. He didn't want to hurt the boy any more than he already had, but it was the only way to end it for good. His hand flew around the teen's leg and tossed him across the dusty ground.

Standing quickly, Kevin looked around at the others. Manny and Helen were arguing over tactics while Pierce was once again at Ben's side, helping him to his feet. Max was standing before Gwen and Julie while Ship hovered above them ominously. Cooper was the last person that caught Kevin's attention; he was rushing out of the motor home, holding a strange gun-like weapon that the mutant immediately recognized as a null void projector. In that instant, Kevin knew his plan.

He reared his head back and let out an appalling high-pitched scream that normally belonged to Echo Echo. Max was blown out of the way, leaving Gwen and Julie unprotected. Kevin stomped across the ground, giving Cooper ample time to aim and fire the device before he was able to reach the girl that the small boy was especially fond of.

Kevin didn't scream and he didn't fight it. His body relaxed and a relieved smile played over his lips as he disappeared into the swirling light. It vanished quickly, leaving behind a harsh silence that made everyone uneasy.

Ben walked over to his grandfather and helped him to his feet.

Cooper was the first to speak, his voice small and sad, "I'm sorry…. I didn't want to him to hurt Gwen."

"It's okay," Ben started, his response was hollow as he watched his grandfather walk over to the red haired girl.

"What are you thinking?!" he scolded. "You can't enter a fight like that anymore! Not in your condition!"

"My condition?" Gwen blinked back.

"I know you're used to charging into battle next to the others- but you can't do that anymore! You have the baby to think about!"

At that moment, a very odd assortment of sounds erupted from the group.

"BABY?!" Gwen screamed. "BWHA- WHAT?!"

The elder's tried to make his voice gentle but it was obvious he was still far from calm, "Kevin told me about it."

Another round of strange sounds occurred and the short blond boy actually fainted. Ben only starred wide-eyed and open-mouthed at his cousin.

"I AM NOT PREGNANT!" Gwen screamed.

Author note: Yup, folks. There is a baby on the way! NO, NOT REALLY. This is a yaoi fic, remember? That was a lie Kevin made up to get Max pissed off. Gotta hand it to the boy, he knows how to ruffle feathers!

Thanks to my readers, I love you more than butt-sex!