Disclaimer- Don't own Ben 10 or Ben 10: Alien Force.

Yeah, finally decided to do a Kevin 11K/Gwen fic. I'm not very fond of the idea of Kevin turning evil again, especially after the events of Alien Force, but the idea of him still having feelings for Gwen while being evil is rather intriguing.

I'm sure everyone and their mom has done a story like this, but hopefully mine's different in some way. Sorry if it's similar to anyone else's, I didn't intend it to be. This one differs in that I didn't write Gwen using her magic, just her manna(I have barely seen any regular Ben 10 episodes, so I'm not that great with the whole magic thing.)

Anyway, enjoy.

Title: Are You Challenging Me?

Genre: Romance/Action

Rating: T

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Her cousin was down for the count, and she watched with horrified eyes as the hulking amalgam advanced on him, chuckling like a madman as it was carried forward on tentacles.

"You'll never learn, will you, Tennyson?" he asked mockingly, stopping in front of Ben as he reverted back into his human form and looked up tiredly, his face battered and bruised.

Chuckling again, Kevin 11,000 pulled back a huge tentacle and prepared to deliver the final, crushing blow...until he was hit in the back of the head with something white hot and purple. Whipping his head around with a snarl, his eyes alighted on her.

"Get away from him!" she snarled right back, both hands glowing brightly with manna. She didn't know what she expected of him exactly, but she wasn't counting on the huge grin that spread across his charcoal black face. Adrenaline and fear were pumping through her veins, but also a fierce regret.

Regret of what he had become, even after all the good he had done.

"Gwendolyn, you must be joking?" he laughed harshly as he turned and advanced on her instead, leaving Ben lying hopelessly on the ground. He stopped about halfway to her and threw back his head, sounding truly and completely insane as his laughter rang off the walls.

"You think you can fight me?" he asked once he had finally gotten himself under control. He moved even closer to her, that wicked smile on his black fangs becoming even more amused, and Gwen readied herself, feeling every muscle and fiber in her body preparing for a fight.

"Are you challenging me, Gwendolyn?" he growled, lifting himself up to his fullest height as he stopped moving again, this time just mere feet from where she was standing. She looked up at him resolutely and kept the fear from her face with much concentration.

"Yes, I am." she said in a deadly quiet tone, looking him square in the face.

The smile slid from his face and he regarded her for a long time, the only sound that of the crackling flames that surrounded his head and crawled up his tentacle arm.

Suddenly, he swung out with his arm.

She was prepared.

Catapulting herself backward just in time, she actually felt the air created from his arm as it swung past beneath her. She landed on her feet and sent manna bolts in his direction, but he only laughed again and swiped them away with such ease it would have been amusing if not for the dire situation.

Nostrils flaring, she steadied herself and sent a dome of manna all around him, somehow knowing even before he smashed it into pieces that it wasn't going to work. He lifted himself up to his fullest height again, and with a loud yell brought all his arms crashing down close to her position. She created a protective bubble around herself just as they slammed into the ground, cracking the concrete into bits and sending her flying into the nearest wall. The shield broke on impact and she crumpled to the ground, barely managing to catch herself with her hands.

She whipped her head up to look at him, her red hair hanging down in her face, her breath coming fast. She hadn't missed how he had purposely avoided her, hitting the earth in front of her instead of aiming directly where she had been: if he had, she would've most assuredly met her end.

"Already had enough?" he asked cockily, approaching her form with a sneer on his face, though she thought she detected some sort of admiration or pride in his cold eyes.

She was beginning to wonder why she had challenged him; she was foolish to think she could win where her cousin had so spectacularly lost. But at least maybe she was buying him some time to recover and get back in the game.

"Just getting started." she said with her own wicked smirk. Getting quickly to her feet, she encased a large pile of debris from his earlier attack with manna. With a yell of effort, she brought it up into the air above his head and let it drop.

He glanced upward but didn't bother to move. It crashed down directly on his flaming head and there was a satisfying crunch...but when the dust cleared, he was still standing firmly and after only a tiny crack of his neck, he grinned at her.

"Nice try!"

She spun on her heel and ran in the opposite direction, truly beginning to panic; he was more powerful than she had given him credit for. She could hear the pounding of his hulking frame behind her, and as the sound grew closer and louder she felt a strange thrill coursing it's way up her spine, and even stranger still was the thrill of excitement bubbling in her stomach.

Haphazardly she threw up a wall of manna behind her and continued forward only to hear it shatter a second afterward, followed by more of his maniacal laughter.

That laugh would be ringing in her ears for nights to come.

Realizing her running was futile, she spun around to face him and fight, but before she could make even a small move he had snatched her up in one of his smaller Vulpimancer arms and pinned her against the wall. She struggled in vain for a few moments before finally stopping in defeat.

The huge hand around her waist suddenly shrunk to a smaller size, and when she looked up there was a tall, pale human male standing before her with long black hair and a curiously X-shaped scar across his prominent chin. There was a smile on his face that just barely reached his cold gaze.

"Impressive, Gwendolyn, but I believe I win." he said, the smile tugging higher until it made his slightly hooked nose wrinkle. She looked into the dark eyes and felt a painful stab as she remembered how they used to be warm and brown and caring.

What had happened?

"Kevin..." she began quietly in a pleading tone, looking at him with a serious expression. He seemed to relax a bit at the sound of her voice uttering his name, and his brows furrowed together. His large, calloused hand moved up to one side of her face, and far from recoiling, she leaned into it.

"Beautiful, Gwendolyn...I could never hurt you." he said softly, chuckling a bit as he moved his thumb across her cheek, removing a strand of her stray hair and tucking it behind her ear. "You're as stubborn as I remember."

She didn't know what to say to his comment or his attentions, so she kept quiet and kept her eyes locked directly with his, feeling as though she had a lump in her throat.

He furrowed his brows and moved his face closer to hers.

"So powerful and willful and intelligent...You were the only one I ever wanted."

His voice had grown barely above a whisper by the time he reached the last words, and to her surprise he closed the distance between them and pressed his lips firmly against her own. Once again a thrill shot up her spine, and almost against her will she was kissng him back with ferver, clutching at the black leather of his clothes and pulling closer as desire coursed through her.

"Kevin..." she gasped as he pulled away, but then something happened.

Kevin was suddenly swept off his feet and sent hurtling into a wall several feet away. Looking around with complete bewilderment, she saw the huge, orange form of Humungosaur at his fullest size, plates going down his back that somehow reminded one of a stegosaurus.

Right now, he had an extremely disapproving look on his face, and it was directed at her.

"Gwen, what were you doing!?" he demanded, pointing in the direction he had just punted Kevin. She followed his finger with her eyes and saw that the leather clad male was already getting to his feet and morphing back into his monsterous form. He looked pissed.

"I--" she began, but Ben silenced her.

"Later!" he growled, then charged head first at the enemy.

Gwen remained where she stood, barely seeing the rest of the battle, but feeling more confused than ever.

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Yep, yep. The first in a line of fics based off a 100 theme. Please RxR, yes?