A/N: Why, why do I write so slow? Well… unfortunately my habit of having characters write themselves jumped in again. Namely: Gwen jumped the gun with the physical contact last chapter so Kevin now realises a growing crush on her about ten episodes earlier than I was originally going for. I did plan for there to be a connection between Gwen and Kevin. I've been writing them little moments all the way along. However it wasn't supposed to be a focal point until late season two or early season three in the episodes, but no, now he's a silly love-struck puppy-eyed pre-pubescent, and he refuses to go back.

I hope all you Gwevin fans are satisfied, they're both too damn stubborn for me. I don't want to think about what this will do to the rest of the series. One episode at a time Katra, breathe, relax, it's all going to be okay, it's all going to be okay…

Side Effects

The wrecking ball cracked into the side of the building, bringing a wall crumbling down. Construction crew waved at one another in panic, spotting the torn brown jacket of the man perched by the building's open wound. "Get out of our home," he said in a scaly hiss.

"Yeah-heh, I hate to break it to you pal, but this building is condemned by order of council woman Liang," the crane operator smirked.

"Yeah, so move it, or lose it, this place is coming down, like it or not," the foreman said.

With a hiss of rage, the sky filled with insects, they crawled and fought, their combined strength lifted the crane driver from the ground completely. The worker's screams just made the bug man hiss in delight.

:::::

"They'll never catch me," the perpetrator said smoothly, driving away in a slick red hot rod.

"Sit down already," Max Tennyson ordered the dark-haired boy who looked out the front window frantically.

With a defeated huff, Kevin slouched back, until a blue streak caught his eye, "There he goes!"

"Which alien did he pick?" Gwen leaned forward, putting herself nearly cheek to cheek with Kevin. He flinched and stumbled back slightly, sitting down again with a red face. "Ha, it's XLR8, who called it, I did," Gwen scampered back, without acknowledging the dark teen.

"Coming through," XLR8 zipped past other vehicles in pursuit. The lights changed just as the perp's car passed through, XLR8 had to jump through a pair of open windows through the intersection. Once they were away from traffic, XLR8 zipped forward, passing the red getaway car, before throwing himself at it. The impact stole the air from his lungs, but XLR8 managed to catch a grip on the car, and flip into the passenger seat. "Whoa, this is a pretty sweet ride," XLR8 mentioned before knocking the criminal out. After that they spun out of control and crashed into a parked car.

XLR8 stumbled out of the vehicle, "That was not as much fun as it sounded in my head." Then he spotted an ice cream truck, and with the sirens coming up behind him… "Now that is what I'm talking about."

Kevin stepped out of the vehicle with a big smile and congratulations on his tongue. He slumped, unable to spot the hero in question, "Where's Ben?" he asked in disappointment.

"Long chase, hot summer day," Gwen pointed at the ice cream truck.

Grandpa Max opened the truck, ready to give Ben a talking to, except that the boy was shaking like a leaf from the cold. "You okay?" Ben sneezed. "I'll uh… take that as a no."

"Yeah… not as much fun as it sounded in my head."

:::::

The thermometer beeped, and Max Tennyson removed it from his grandson's mouth. "Sorry Ben, it's official, you have a summer cold." Max Tennyson sighed. "China town is just down the block, I know the perfect cure for the sniffles if I can find a good herbalist. You kids stay here, I shouldn't be more than a few minutes."

"Herbalist?" Ben gasped, but Grandpa Max stepped out of the RV anyway.

"Maybe from now on you'll think twice about having snack time inside an ice cream truck," Gwen smirked from across the Rustbucket.

Ben sneezed, and grabbed the nearest soft material.

"Hey that's my new blouse!" Gwen flipped.

"Maybe now you'll think twice about just leaving your new clothes lying around."

"Don't try to turn it around," Kevin gently slapped the back of Ben's head from a picnic chair next to the bunk. "Even I know that that," Kevin pointed at the soiled shirt, "is disgusting."

"Hey, whose side are you on?" Ben groaned.

"The side that's not spewing snot on other people's clothes," Kevin said.

Ben stuck out his tongue; Kevin cringed as some of the hazy mucus hit it. Ben coughed, and gagged, and sputtered, "Ugh, dude."

"Cold tablets, decongestant, cough suppressant, hospital mask…" Gwen muttered to herself.

"Hey, what are you doing?" Kevin asked, leaning back to peek at Gwen.

Ben glanced over at the table of bottles, "I don't need all that junk."

"They're not for you, dweeb, they're for me, once a bug like that gets out there's no stopping it."

"He got sick by sitting for too long in the cold," Kevin said, "why are you the one taking medicine?"

"Sitting in the cold can only compromise the immune system, which is why Ben's the first to show symptoms. We're probably already infected! If we start taking medicine now, then, hopefully, we won't end up like Ben." Gwen popped back a spoonful of syrup and a handful of vitamins. "Take something before you get sick, Kevin," Gwen put the bottle of vitamin C in his hands.

Kevin felt his face getting warmer, "I won't get sick," he shot back, looking away, "and you're not the boss of me!"

"Fine, if you want to be a jerk about it," Gwen snatched back her medicine and packed in away before she huffed across the RV.

"Ugh, stupid," Kevin quietly berated, flumping back into the chair.

"Don't worry about it, Gwen thinks she's the boss of everyone."

"Shut up," Kevin said, and pulled his legs up.

Ben frowned, Kevin was not allowed to mope, not until he was sick himself. "I bet you'll be next person to get sick," Ben said, making sure to stick up his nose, even if it was dripping mucus.

"What? No way dude," Kevin uncurled himself to counter.

"Hey, I got sick, and I'm tougher than you."

"Nu-uhn, I'm tougher than you are."

"Says the guy who was unconscious for twelve hours."

"Hey, that was just electricity, it has nothing to do with how wimpy or tough I am. Besides you're not even comparing me to yourself, you're already sick, you're comparing me to Gwen."

Ben looked at the red head across the camper, then back at Kevin, "Five bucks."

"A dragon!" Gwen's sudden exclamation caught them both off guard as she scrambled out of the vehicle.

Ben and Kevin looked at each other, before Ben whipped off his blanket and they bolted to follow her. Gwen was headed down an alley towards a crowd. Ben twisted the watch, and Kevin grabbed a couple fistfuls of brick, then they saw the dragon, a bundle of red and gold cloth.

"She couldn't have taken three seconds to say it was a puppet," Ben grumped, deactivating the watch while Kevin let the coating of brick slip from his hands.

Ben and Kevin pushed their way through the crowd to catch up with Gwen, just as the music stopped, and the Chinese dragon slumped on the ground.

"Y'know, if you weren't sick we probably would've seen it sooner," Gwen crossed her arms to grumble at her cousin.

"Or we'd be thirty miles down the highway and you wouldn't have seen it at all," Ben stuck out his tongue getting yet another taste of his own snot before a fit of gagging.

Feedback from a microphone filled the street caught the trio's attention. "Ladies and gentlemen, I want to thank all of you for your support of my downtown redevelopment program," a woman on a podium spoke, as a wasp landed on her microphone, "it's truly a dream come true."

Then there were more wasps, and more wasps, the crowd started to panic.

"What's going on?" Ben asked, hopping up and down, tugging on Gwen to get more leverage.

"Maybe I could see if you stopped distracting me," Gwen complained.

Then, as the crowd thinned, running for their lives, it became obvious.

"Bugs!" Ben yelled.

Gwen screamed and ran for cover.

Kevin crouched onto the pavement, for some high density flyswatters.

Ben twisted his watch, and then slammed down the face. Black inky veins swallowed the watch, swallowed his body, and hardened into an exoskeleton protrusions of soft green flesh became his arms and eyes. Then came his wings, tearing through his shirt just before it hardened into his carapace.

Stinkfly immediately took to the air, before he realized something didn't feel right. He was dizzy, and headachy, when he tilted his held it felt there were marbles made of pain rolling around inside his skull. Then the world started to fade, everything was going dark. "I'm, I'm blind!" Stinkfly yelled before slamming against a wall.

"That's… that's not normal is it?" Kevin looked at the alien, and then back at Gwen.

The protrusions that were Stinkfly's eyes were swollen to size of grapefruit.

"No, no it's not."

Kevin recoiled slightly, watching Stinkfly flail around helplessly. Then it happened, Stinkfly opened his mouth wide, "Ah- ah- ACHOOOO!"

Goop flew everywhere. Sticky stinky alien mucus coated every surface and every insect nearby was stuck to walls or pavement, or otherwise fleeing.

"Whoa," Stinkfly blinked a couple times, his vision recovering. "Even if the method was disgusting, can't argue with the results."

"I can," Gwen waved, trying to shake off her own coating of mucus, "these results are horrible."

"And I think the bad guy got away," Kevin pointed up at the disappearing cloud carrying a screaming council-woman.

A bell chimed as a nearby drugstore opened, Grandpa Max leaving the store. "It's so hard to find fresh p'taikadon root these days," then his foot hit the Stinkfly sludge. Momentarily he slipped, before stinking fast to the gloop. "What? What's going on here?!" he demanded; only to have all three of his charges start talking at once.

:::::

"Council woman Liang," Gwen read from her computer screen as she typed. "Her political platform has been all about rejuvenating the city, botanical gardens, public parks, and there's only one building left for demolition."

"So why is that important, we're trying to find a kidnapper, not a botanical garden," Ben complained.

"We're looking for a bug guy right?" Gwen glanced back at her skeptical cousin, "Five exterminators died in that very building."

"Nice to know he's serious then," Kevin noted grimly.

"Here you go Ben," Grandpa Max came over to his grandson with a thick grey liquid.

Ben looked at the jar incredulously before taking a whiff, "E-yuck!"

"Don't worry, it smells worse than it tastes," Grandpa Max paused, "or is that the other way around."

"Better take it Ben," Gwen chimed in, "if your aliens are sick too then it's going to be pretty difficult to fight."

"Hey, that was one alien!" Ben snipped back, "And you don't know that Stinkfly was sick, it could have been something that the bad guy was doing, some side effect of whatever he was using to control those bugs."

Ben's companions looked at him incredulously, and with a grimace he choked back a swig of Grandpa Max's remedy. "Ugh…" he shuddered, "that was so grim."

"Don't worry, after ten or so doses, you start to get used to it," Grandpa Max dismissed himself to the front seat with Gwen on her computer to navigate.

"I don't which is worse, the cold or the cure," Ben whined to the sympathetic ear of Kevin.

"It can't be that bad," Kevin stuck his hand and pulled the jar away, he took a sniff and gagged.

"I dare you to drink some," Ben said.

"Bet I can drink more of this stuff than you can," Kevin grinned back.

"You're on," Ben smiled, watching Kevin guzzle at the jar.

:::::

"Nice place to visit, but I wouldn't want to live here," Gwen noted as they pulled up to the decrepit old building.

"I've stayed in worse," Kevin said lightly as they exited the RV, taking his fistfuls from the pavement.

"Kevin, no using your powers unless you have to," Grandpa Max said gruffly.

"Um, no," Kevin replied.

"Kevin, I said-"

"There's no way to tell if there's anything decent in there to absorb, and Ben is sick, which makes my powers Plan A if we find the bad guy," Kevin protested.

"Keep them hidden, I don't want you scaring any innocent people," Grandpa Max ordered, and with a scowl Kevin shoved his cement covered hands into his pockets.

The whole building squeaked, and it looked like it was about to fall apart any moment. "Stay together," Max said lightly. Naturally Gwen was right behind him. Kevin, sulking, had fallen to the back, which put him in position to nudge Ben when he became absent minded.

There was a wall covered in articles about various insects. Someone had done their homework.

"Help!"

"That scream came from right above us," Grandpa Max said, looking towards the ceiling.

"Should I go alien?" Ben twisted the watch.

"I vote stairs," Kevin said quickly.

"Found 'em," Gwen called, and the rest followed her to the next floor. "Eep," Gwen squeaked and jumped behind her grandfather.

"Stop," Liang whispered, "black widows."

"Any idea how to get rid of spiders without pissing them off?" Kevin asked, looking to their resident brainiac.

"If I knew that do you think I'd be scared of them?"

"Guess I'll have to do this the slow way," Kevin said, before approaching slowly.

"Kevin, what are you doing?"

"I'm the only one who doesn't have to worry about getting bit," he waggled his cemented fingers in front of the old man. He carefully laid his fingers over the council woman's bare skin, lifting the bugs away once they had crawled onto him.

"You are trespassing," the hissing voice of the bug man interrupted them.

"My turn," Ben slapped down his watch before anyone could stop him. Dark veins covered his skin, then lit up, trails of electrical energy fleshed over a blob of living machine. "Upgrade!" Ben proclaimed happily. "And guess what, I don't feel sick at all! Guess you can't get sick when you're a m-m-m-m-m-m," Upgrade spasmed out of control when a flurry of beetles knocked him to the ground. "-m-m-machine… What just happened?"

"Oh great, now it's a computer virus," Gwen spat angrily, "you'd better not go anywhere near my laptop."

"We will rule mankind," the bug boy hissed.

Kevin flicked the rest of the spiders from the council woman's jacket before helping her up.

"Grandpa, lookout!" Gwen cried as the next wave hit Grandpa Max, then small white insects swarmed at her feet. "Termites!" she got barreled over by Kevin just before the floor gave way.

"You get the council woman out of here while we fight," he instructed, and Gwen nodded before they both scrambled to their feet.

"You wanna be king?" Upgrade lurched to his feet, "Well get ready to be crowned," he raced forward about two steps before he started glitching out again as a swarm of ants passed over him.

"Hey, Mr. Homeowner," Kevin yelled, before putting his fist through the wall.

"Hey!"

"Whoops, was that me?" Kevin asked as he tackled a pillar, making a portion of the roof collapse. Out of the corner of his eye he watch Max Tennyson taking care of Upgrade, so long as he could buy them some more time.

"You're destroying our home!"

"If you've got a problem with that then find somewhere else to live!" he broke a window.

"Our grandfather built this building! We grew up here!" the bug guy snapped.

"We, as is you and your bugs? Gross." Kevin jumped through a wall, though it looked mostly broken already, "I'm having fun! May be I'll manage to take the whole place down, what d'ya think?"

"Insolent braaaat!" his eyes glowed green, his swarm gathering around him. Kevin smashed his fists against the old floors making them give way and taking him back to the first level where Max was carrying Ben out.

Wood, brick, and glass came tumbling down as the remaining Tennyson team left the building in a panic.

"Please tell me he's down for the count," Gwen looked at them worried.

"I hope so," Grandpa Max looked back.

Then the rubble moved, the blue skinned, now homeless, villain climbed from the wreck. His fingers threaded through the corpses of his insect family, "No, no, no!" Kevin winced, "You'll be sorry! We'll exterminate the entire city!" A fresh swarm moved in obscuring the clouds and carrying away their enemy in a tornado of bugs.

"This has been a really weird day," Liang hung her head.

"Welcome to our world," Gwen said assuringly. Ben groaned from his place swung over his grandfather's shoulder.

"Thank you, young man, for saving my life," she shook Kevin's hand.

"Uh… no problem…" he looked away awkwardly.

"Can you find your way home?" Grandpa Max asked. She nodded and drifted away.

"Where do you think bug brain left to?"

"Only one way to exterminate a whole city," Grandpa Max looked towards the horizon, and a nuclear power station.

:::::

"Well, you can't complain about having nothing to absorb this time," Max said, rapping a finger against a metal beam as they walked through the power station.

Kevin didn't answer. He could feel the power, the raw current running through the building around him. Crossing his arms he squeezed his elbows until his grip was tight enough to ignore the ocean of electrical energy he was all but swimming in.

Suddenly an alarm went off, red lights flashing above their heads.

"What's happening? Is that bad?" Ben asked.

"No, I'm sure every time an alarm goes off inside a nuclear power plant it's good news," Gwen shot back sarcastically.

"Core temperature rising, approaching critical," a mechanic voice shot out over the loudspeaker.

"He must be fooling around with the reactor's controls, let's go," Grandpa Max surged forward, leading the charge to a smoking command centre.

"Core temperature critical, meltdown imminent," the mechanical voice spewed again.

"I do not like the look of that," Kevin looked across a sparking control panel.

"We'll have to shut it down manually," Grandpa Max urged.

"How do we do that?" Ben asked.

"Just outside the reactor core there's an emergency override system."

"Where do you learn all this?" Gwen asked, before jumping away from a cockroach.

"Came for a front-row seat?" the bug-guy asked in his inhuman hiss.

"You guys get out of here, I'm the one he wants," Kevin said looking intensely at Grandpa Max, he was playing the distraction, again. "I'm the one who smashed up your hangout and killed your little friends, aren't I?"

"It wasn't a hangout! It was my HOME!" the bugs swarmed over Kevin while Max turned his grandkids towards the emergency override. And… he just let them go, his fury focussed on the former delinquent who was using the steel plate of the power station's floors to squash his bugs.

"It was just a building!" Kevin yelled back.

"It was my grandfather's building!"

"So what… was it your grandfather's plan to blow up the city if his building fell down?" Kevin kept fighting, "Take a hint dude, it's over. If you keep trying to hold on to the people you lose you don't have room for anyone else!"

"I don't need people!" his eyes flashed with rage, but his mouth was trembling.

"Yeah… that's exactly what I said too," Kevin paused as the bugs seemed to grow more confused than vicious. "I got a chance to start over… so now it's your turn… even if your plan works you're going to have to find a new place to live anyway."

"Shut up!"

"I know some people… maybe not the best people, but they'll understand you in a way a swarm of bug can't…"

"Those people?" he pointed accusingly in the direction the Tennyson's had run.

"No… Frightwig, Thumbskull and Acid Breath. They worked as circus freaks for Zombozo's circus of laughs…" Kevin turned back. "If you make it out of here alive, you might consider looking them up," Kevin said before he walked slowly away, leaving the bad guy just standing there in confusion.

"How's it going?" Kevin joined the huddle of Tennyson's around the manual controls.

"Meltdown in thirty seconds," the voice echoed.

"I'll take that as going badly."

"The controls have overheated," Max practically growled.

"Can I absorb it?" Kevin turned to the reactor.

"What?!"

"Can I absorb nuclear energy?!"

"No, Kevin, it's way too strong, too unstable!"

"Can I at least stop it from blowing you guys up?!"

"It's nearly a million times stronger than electricity," Max reached for him, Kevin glare hardened.

"Can I stop it?" he asked again.

"I don't think you can," Max said softly.

"So, we're blowing up then," Kevin noted coldly.

"Don't give up!" Ben pressed, flipping through his watch, "there must be some way to stop it, I could Upgrade the controls."

"Glitching," Gwen reminded him.

"Some way to drain it or block it…" Ben fussed.

"Block it?" Grandpa Max paused, "Yes, Ben, you're a genius!"

"Really?"

"Diamondhead! If you make a thick enough barrier around the core it should shield the city from the explosion."

"Cool!" Ben slammed down his watch, mercifully getting the alien in question.

"Kevin, take on Diamondhead's material, if you can shield your whole body you'll be protected."

Kevin winced, first of all he'd never managed a fully body transformation of his own accord, he couldn't even cover his shoulders, but… he could shape the material. Kevin put his hands to Diamondhead's shoulder, the strange stone slipped onto him like a second skin. It was so much easier than anything else he'd ever absorbed, except possibly electricity. He started shaping it, making plates of the crystal over the work that Ben had already done. It hurt when he snapped the pieces off of his skin… he didn't expect it to hurt.

"Core meltdown in ten… nine…" Kevin glanced away from his work; Max Tennyson was shielding Gwen with his body, Kevin crouched over them, and then Diamondhead followed suit. "…one."

The whole room shook with a rumble that deafened the ears.

Diamondhead blinked, looking down at his family. Then he felt a tickle in his nose. "Ah-ah-achoo!"

Kevin leaned back, light filtered through the crystal shape he'd made around his adoptive family. That light hit Gwen's eyes as she looked up at him with a smile… He hurriedly stumbled backwards before leaning on his and Ben's tower-like creation catching his breath.

"Sorry," Diamondhead apologized, rubbing his nose.

"What are you sorry for?" Kevin asked, but all eyes were on him, or behind him, he glanced back, seeing several crystal shards sticking out of his back. "I look like a porcupine!" he started panicking, brushing the chunks off.

"Won't there be radiation?" Gwen asked her grandfather.

"That crystal should absorb enough of it to make it safe for everyone."

"How?" Gwen asked, but Grandpa Max just cleared his throat and started walking away.

:::::

"I can't believe it!" Ben was bouncing around the RV, "I just stopped a nuclear explosion! We just stopped a nuclear explosion!" he shook Kevin.

"Yeah, alright I get it!" Kevin winced.

"Looks like someone's feeling better," Gwen looked back at the pair. Kevin groaned, leaning his head against the table. "Sounds like someone is getting sick," Gwen looked at the despondent teen.

"Really?" Kevin brightened even more. He'd won the bet.

"It's your fault and your stupid energy," Kevin claimed in his own defense, "I bet I took some of your sick when I borrowed Diamondhead's skin. That could work right?" Kevin demanded looking at the front seat.

"I don't think it works that way son," Grandpa Max replied, making Kevin groan a second time.

:::::

A/N: Interestingly enough the solution is also the same as the problem. Once I saw Kevin's soft spot the rest sort of wrote itself, with potentially huge implications for the rest of the series. Yes... I will probably have Buggy join up with the rest of the circus freaks for the remainder of the show... I don't know what that will do to them yet... though it looks like Kevin is dodging one hell of a talking to by getting sick.

Speaking of which, the next episode's a doozy: Secrets.