Disclaimer: I don't own Ben 10.

A/N: Sorry for any grammatical errors etc. Correcting something this size is a pain.


Gwen sighed happily, toweling her hair as she stepped out of the bathroom, the bathrobe feeling softer than the best pillows. By default, grandpa Max was like one of the top three awesomest things in the universe. But some days, he'd go out of his way to demonstrate it; in this case a stay in a four star hotel in the middle of New York city. With a shower. And a spa.

And for two full nights too! Honestly, the chance to freshen up made her so happy that she didn't even mind having to share a room with the doofus. When grandpa had dropped that bit of news on them, they'd both just sort of looked at each other and shrugged. And that was all sorts of weird.

She shook her head at the thought, still bemused hours later.

Her. Not minding that she had to share a room with Ben. Maybe he hadn't been that far of the mark when he said that she'd be 'ten times crazier than him' by the end of summer; at the rate she was losing her mind, her sanity was clearly frailer than she'd given it credit for. Regardless, they were getting along, more or less, and she was having a blast simply feeling clean again.

Unfortunately, Ben wasn't having as much fun as she was.

The air conditioning should have made the temperature in their room somewhere south of absolute zero at this point, but Ben was still panting out puffs of steam where he lay on his bed, the only reason he was wearing boxers being propriety. She'd expected Ben's heat build up to get better in the days after he'd unlocked his mana. It hadn't. If anything it had gotten worse; their room felt like a sauna.

Tossing her towel on her own bed, she walked over to the mini fridge and pulled out one of two packs of ice from the freezer compartment as well as a wet washcloth she'd put there and walked back to his bed, sitting down next to him on it (ignoring the literal furnace level heat coming off of him) and placed the pack on his chest.

It didn't sizzle, but she was sure it was a near thing. Ben groaned in appreciation.

"It's a miracle you're not dead." She remarked. "I'm pretty sure your liver should have overheated by now, or at least your enzymes should be bent out of shape."

He grinned at her, eyes a little glassy. "I'm just too hot for the world to handle. And I have no idea what any of that means."

"Well, you're hard to handle, that's for sure." She placed the washcloth on his forehead and he sighed.

"Aww yeah, that's the stuff."

"Don't I have anything in here that can spew ice?" Gwen wondered, twisting the dial of the Omnitrix.

"Only if you catch a cold."

"...what?"

"You'll have to see it to believe it. Also, please don't press that dial for anything. If you accidentally turn into Heatblast, I think I might explode."

Her hand left the watch immediately and she gave him a slightly alarmed look. Was he really hurt-?!

He actually snickered, panting slightly. "Aww, you do care."

Her eye twitched and she picked the ice pack off him, to his dismay. She held it out of his reach when he tried to grab it. He attempted to get up but didn't seem to have the energy. Letting his arms fall back, he gave her the biggest puppy eyes in existence, made all the worse by how pathetic he already looked. And then he whimpered.

Too bad. It would've worked on grandpa. She just quirked an unimpressed eyebrow and he grumbled.

"That used to work… or is going to work?" He seemed to struggle with putting that together, which was probably just as well. If he actually got a neuron to fire right now, he'd probably soft-boil the void in his head.

"That never worked on me, and never will." She rolled her eyes, but did place the pack back on his chest and abdomen, and the relieved groan was almost worth it, even if the way he cradled it to his chest and whispered sweet nothings to it was mildly disturbing.

"It did. It so did and it's so not fair that you're immune now. I worked hard to wear you down." He grumbled. Before she could respond, he convulsed and blew out a large puff of steam, groaning afterwards. Her gaze softened as she helped him sit up for a sip of chilled water, trying to ignore how his back nearly sizzled against her supporting hand. When he laid back down, he grinned sheepishly, holding up the ice pack… which wasn't frozen anymore.

"Have we got another one of these?"

Gwen rolled her eyes and accepted the pack, walking back to the fridge to place it in the freezer compartment- and to pull the other one she'd placed in there out. She'd had a feeling they'd be needing backup. "It sucks that you're sick while we're here," She started in an effort to distract him "but I guess you already had your fun in this city last time. Any recommendations on what I have to go see tomorrow?"

Dead silence met her question and when she turned back to the bed, she saw Ben shift uncomfortably- and not in a way that had anything to do with his physical discomforts. Walking over, she crossed her arms and quirked her brow. "Okay, spill."

"Spill what? There's nothing to spill. No spilling here." He reached for the ice-pack she was still holding and she pulled it out of his reach again because, give or take three months, Ben was still a terrible liar. Though she had to admit, he had gotten better at pulling at her heartstrings, as the absolutely miserable look he gave her almost made her cave. Almost.

"Spill."

"Any chance I can get you to drop this? And drop that? On me?"

She snorted. "About a snowball's chance in hell."

"Still a better chance than it has in this room..." He grumbled, limbs flopping back on the bed, breathing heavy, puffs of steam coming out his nose. And he... wasn't faking that.

Ugh, why do I have to be such a softy?

Placing the pack back on Ben's abdomen, it was kind of sad to see how curled around it, moving to lay on his side, facing away from her. Usually, she wouldn't mind Ben suffering for a bit. Usually, he deserved it, or even brought it upon himself. Funnily enough, while he had brought this upon himself, she didn't like this at all.

So she sat down on the bed beside him and, considering her still chilled hands from handling the ice-packs, placed both on his back. It felt like hovering her hands an inch from an open flame... an open flame that pulsed like a heartbeat. But not the sluggish, slow beat that this sort of heat would suggest. Instead, it fluttered, like a small bird, cheerfully beating along despite the discomfort he was experiencing. It felt kinda cute-

-yup, definitely going insane if she thought his heartbeat felt cute. Or was it mana beat?

...why was this her life?

She was torn from her psychosis by Ben speaking up, after he pushed back against her hands. She'd always had slightly cold hands, she was glad that was finally useful. "Last time around, I made a lot of mistakes. We didn't have a good time at all, and that was my fault."

She let that sink in for a moment. She was still learning how to read this Ben, or how read him at all for that matter, as she'd rarely bothered in the past, but she'd learned some of his tells already. Whenever he spoke with that soft, scratchy voice, it meant he was thinking of the future he'd lost.

And it was hurting him to remember.

Part of her wanted not to ask. He was clearly having a rough time already, no need to make it worse. But dwelling on it didn't seem to be making him any happier. And she was curious. "Tell me."

"I told you already, there's nothing to tell. The timeline's already diverged. I met Kevin hours ago before. It won't happen again." He grumbled, curling in more on himself and he looked so small. Had Ben always been this small?

"Then it won't matter if you tell me, right?" She needled, retrieving her hands. They'd long since grown warm against his back, but despite that he still made a small sound of protest. He rolled over to lay on his other side, facing her, gaze searching. Searching for what, she didn't know. Sincerity?

"It wasn't my finest hour." He admitted, and she was pretty sure that had they not been friendly, he wouldn't have told her even that. Then again, if they hadn't been friendly, she'd be sitting on her own bed reading, not on his trying to make him feel better. Funny, that. She couldn't even remember the title of the book she had been reading. Between the Omnitrix and Ben, there were way more interesting puzzles to solve. "So no, I'd really rather not. And don't even try the puppy eyes."

She snorted. Those never worked on Ben- hold up, hold riiiiight up. She grinned like a shark, putting two and two together and she saw his eyes widen as he realized it too. He spun back around to face away from her and she snickered, crawling over to him. "Oh Beeeeen~"

"Please no." He groaned.

She had to lean all the way over his head to peek at his face, her arms supporting her in front of his chest and above his head, her hunched form effectively caging his head. She guessed this was what a teapot mitten felt like, because it was like cradling a pot of hot water to her chest. He glared sullenly at her, eyes spitting defiance.

Her grin widened, delighted to feel him tense in anticipation. Opening her mouth, she saw him flinch. "Fine." She deadpanned, uncurling herself and sitting back on her haunches. He spun around to face her, eyes wide with confusion. She shrugged. "I guess I'll just go out tomorrow and ask around about this 'Kevin.' I can probably cover a lot of ground with the blue lizard thing."

"It's called 'XLR8' and good luck with that. There's gotta be thousands of Kevins in this city." He scoffed, his form relaxing slightly.

"But do they all frequent the arcade you were giving funny looks on the way over?"

Ben actually sat up, swaying a bit before his glassy stare found her face again. He pointed a finger at her face. Or tried to anyway. In his defense, she was pretty sure the bathroom door behind her was very intimidated. She grabbed his hand and moved it so he was pointing at her face. He grinned sheepishly. "Thanks." Then he glared blearily. "Don't even think about taking the Omnitrix anywhere near Kevin!"

"Why?" She asked, inspecting her fingernails. She didn't have to look at him to know he was fuming. She'd feel bad, but riling Ben up still filled a special kind of void in her soul. He refused to answer her though, so she shrugged again. "Fine. Then I'm going to go hunt for him tomorrow, and figure out for myself what the big deal is. And I'm taking the Omnitrix with me. Just what you don't want."

She watched his jaw work on frustration. She smirked back coyly, knowing that she had him. And sure enough, he cracked. "What do you want to know?"

She smiled her sweetest smile. "Oh, nothing much. Just everything."


"So you got us kicked out of a hotel, fought with grandpa, tried to steal a video game, almost got a train full of people killed and caused massive destruction of public property while also creating a mutant enemy that bothered us for weeks afterwards." Gwen surmised as she ticked them off on her fingers. "That about cover it?"

Ben nodded, looking like he'd cooled down slightly. Slightly. Not that it made him look any less miserable.

"...most people would spread that out over more than one day."

The boy threw up his hands. "Now do you see why I didn't want to tell you?!" He snapped before laying back down and turning away from her with a huff. Gwen winced. Right. Ben could get touchy about things like this. Back-paddle time.

"Err, yeah, I kinda do. But hey, technically you didn't do any of that. So it's all good, isn't it?" She tried with her best grin. He didn't turn around for it. Wasted. "Besides," she tried again. "I can't imagine you doing those things now."

This caused an interested twitch, as Ben turned his head to quirk a brow at her. "What do you mean?" He asked, cautiously.

She blew out a breath. In for a penny… "Look, the Ben I knew? Yes, he totally would by dumb enough to do that stuff."

"Thanks dweeb, love you too."

"You wouldn't be." She soldiered past the sarcasm. "And I don't think that's just because of the foresight. You're," She sucked in a breath before exhaling. "you're different. In a good way. So don't beat yourself up. And don't feel too bad about not saving Kevin; the kid you were was in no way up to the task by the sound of it." The one he was now might be, but she had a feeling that Ben wouldn't be open to that idea.

The boy in question had turned around halfway through her little speech and was just staring at her with a completely bewildered expression. Then, little by little, a smile formed on his face. "Aww, I've grown on you."

She snorted, trying very hard contain her smile. She totally failed. "Like fungi."

"It's a start." He remarked, before his expression turned serious. Most of the bleariness had left it- for now at least. "Gwen. Promise me-"

She ruffled his hair; it was just about the only part of him that didn't feel like it was about to set her bathrobe on fire. "Don't worry, I won't do anything stupid. Now let's get some sleep."


However, trying to succeed where the doofus failed (and she always did) wasn't stupid. And with grandpa enjoying the hotel buffet and Ben being (predictably) too sick to get out of bed, she'd gone into town to search the place her cousin had mentioned. It had taken her hours to find the thing but...

Abandoned subway station, accessible by maintenance routes only, near the arcade… yup, this has got to be the place.

Looking at the maintenance door, she had to quirk a brow at the way its lock seemed to have been forced open. Grade A security right there. On her shoulder, Vilgax squawked in question. The bird had had to stay in the RV; she'd honestly already started missing the constant sounds of him fluttering about, or the sound of Ben raving at the bird only to go ahead and teach him bawdy sailor songs a minute later. They were weird, those two. Then again, she was almost as bad.

"What do you mean 'what am I doing?' Just because Ben couldn't do it doesn't mean I can't." She held up a finger to the bird. "Besides, we can't leave a kid with that kind of power walking about right? Especially if he's as unstable as Ben says."

Vilgax gave her skeptical look. How he managed to that was still beyond her. "...and I'm curious. You happy now?"

A protesting squawk and some feather ruffling. "Hey, I know what I'm doing. I just won't use the watch, that way he can't absorb my powers. I'm notBen, for crying out loud." She wasn't entirely sure if that derision still applied to Ben as he was now though. Whatever. The point still stood. Just because Ben couldn't help someone, didn't mean she was doomed to fail as well. She was better at most things than him, aside from being a doofus. And randomly overheating. Why not this, too?

And she'd be lying if she said that the story of this Kevin didn't resonate with her a little. Being kicked out onto the streets for a power he had no control over? That's just harsh. But more than that, she kinda thought that, well…

Maybe, just maybe, he was just like them at the end of the day. Just a lonely kid with a power he didn't understand, or even really want. She could tell that Ben struggled with similar thoughts as he'd told the tale. He'd felt for the boy too. And perhaps she and Ben needed someone like that around, and perhaps-

She glanced at the watch on her wrist-

perhaps, she and Ben were the only people who could understand. Who could help the boy. She had to at least go and see for herself. She was a hero now, after all, and heroes didn't leave children out on the streets without even trying to help them.

Opening the door, she made her way down a dimly lit hallway before she exited into the subway station proper, taking in the cluttered roomful of beaten furniture and the occasional piece of trash (was that a torn Sumo Slammer banner lying on the floor? No wonder Ben had initially liked this kid). Gwen wasn't sure if it was the right place though, as everything looked…

"This place is a dump. Even by hobo standards." She remarked, Vilgax squawking in agreement as she absently kicked a lump on the ground, only for her to jump when it groaned. "Sorry! I meant it's a really nice dump-" She raised her hands apologetically as the figure on the ground struggled to its feet.

It was a boy, taller than her. And he was gaunt. Ben was always skinny, but that was just his ridiculous metabolism burning every bit of food he got. This kid wasn't skinny like that, but clearly underfed instead. Pale as milk too, with black hair shiny from grease; a real pity, it would probably be very pretty when it got a got washing down.

But what caught her attention most of all was that he was beat up. Like, worst type of sparring accidents beaten up, bruised all over, cradling his right arm to his chest in a way that suggested it might even be broken or severely bruised and why had Ben not mentioned this-?!

"-he'd helped me out, so I wasn't just going to let those teenagers hurt him-" ...oh crap-

The boy moved and she ducked as a bolt of electricity sailed overhead, striking the wall behind her with a crackle. Shooting back up and holding up her hands defensively, Vilgax flapping his wings along with her waving hands, she spoke up. "I come in peace!" She got a snarl and another bolt for her trouble so she ducked behind an overturned couch.

"So now they send a pretty girl to do their dirty work? Well I ain't falling for it!"

"Flattered!" She responded, dryly. "But seriously, I come in peace!"

"And you'll go in pieces!" Another bolt shot overhead.

Oh for- enough! with a snarl of her own, she vaulted over the couch, raced up to him and, before he could even register what was happening, whacked him upside the head. Hard. He reared back up quickly enough, a growl on his lips and murder in his eyes, but anything he may have said died on his tongue when she pushed a finger into his face, glaring herself.

"That," she started angrily, "is no way to greet a lady!" She cuffed him around the ears for good measure. Vilgax squawked in agreement from her shoulder, rustling its feathers threateningly.

"What the- what do you expect when you barge into someone's home and kick them awake?!" He yelled, equally confused an angry. Well, that was a step up from just being angry, she supposed.

"Not a lightning bolt to the face!" She yelled back, placing her hands on her hips. He just looked at her like she was crazy for a long moment before his gaze slowly slid up and down her and there was a little too much appreciation in that look. She snapped her fingers in front of his face. "Eyes up here, grumpy."

He smirked in response and she had to admit, it was probably for the better that he'd attacked her first. If she hadn't been wary of him, she'd probably be a blushing mess right now. "Can't blame me for appreciating the view, cutie."

...what?

"I'm Kevin." He stepped way into her personal space. She was tempted to give him the same treatment she gave Ben whenever he forgot about distance… but she figured that throwing him over her shoulder would not do his injuries any good. And she was here to make peace darn it. Or get acquainted? ...maybe she should've talked this one over with Ben after all.

She stepped back and fought down the blush on her face. "Charmed. I'm Gwen." She looked him up and down, and he smirked some more. Whatever. She was checking for injuries. She was fairly sure he'd be cute with a little more meat on his bones and when he looked less liking a wreck, but as it was…

"You need a doctor."

He actually snorted. "Yeah, I'm pretty sure my insurance doesn't cover that. Why do you even care? What are you even doing here?" Ah, the defensiveness had returned a bit.

Valid points and questions, but she was pretty sure she could convince grandpa to foot that bill. A few hundred bucks against an unstable mutant creep running the streets? She was pretty sure she could sell that trade, especially when Ben backed her up on it. She was equally sure she could make that happen after he saw she'd managed to get through to the kid. Speaking of which…

"That's my business. We'll worry about the bill afterwards. Come on." She jerked her head in direction of the stairs. The tall boy scoffed, idly cradling his heavily bruised arm.

"Yeah, how about now. I guess you can stay if you want, but no way am I going out there-"

"Now." Well, he got under her skin just by breathing. That was one thing he had in common with Ben at least. Maybe it was a boy thing?

He bristled at her command. It was kind of funny, or would be if lightning didn't crackle up his arm as he did. "No one tells me what to do!" He took a threatening step forward, menacing. She just tilted her chin up at him, not budging an inch. She was pretty sure she could handle this guy without ever having to touch the watch. Vilgax backed her up by glaring at the kid as well.

"Bite me, bolt boy."

He glared heatedly back at her, but she wasn't impressed. Ben had more heat in his left pinky than this kid had in his entire body; both literally and figuratively these days. Their stare off was interrupted by the bird squawking again though… and by the fact that his eyes strayed to her lips, the lightning dying down. Gwen quirked a brow. What on Earth was he thinking-? He tilted his head and started leaning in and she felt his good hand on her hip and was this really happening?!

On her shoulder, Vilgax seemed to be torn between letting it happen and pecking the boy's eyes out. Okay Gwen, just calm down, you can do this. She tilted her own head back, eyes sliding shut-

And planted her forehead firmly in his nose.


"I can't believe you actually broke it." Kevin grumbled, tentatively prodding the patch over his nose.

Gwen shrugged as she walked beside him in the evening light. The boy looked a bit better after the doctor's visit. His bruises had been patched where needed, a dislocated shoulder had been fixed and his bruised arm was bandaged hanging in a sling. And his nose had been patched up too. "That was legitimate self defense." She defended. Honestly, she'd anticipated that her headbutt would be the end of her attempt to get on his good side.

Instead… "Still savage. You looked good doing it though, hot stuff." Yeah, instead she'd gone from 'cutie' to 'hottie,' Which was… weird. This guy was weird. She shot him a glare, Vilgax mimicking her on her shoulder. The bird seemed to be a bit more hostile to the boy than she was, but she did appreciate the solidarity.

They walked in silence for a moment, the last rays of the sun warming her. Sunset dyed what she could see a pleasant orange. Vilgax's white plumage looked particularly dashing, and it softened Kevin's features too, even if he still seemed to suck in the light rather than reflect it. She absently wondered what Ben would look like in this light- she hadn't really paid much attention in the past.

"I didn't even know there were clinics that didn't charge. Thanks for finding one for me." Kevin spoke up, slightly shy, snapping her from her musings. She gave him a cheeky grin.

"The wonders of using your brain." Her expression morphed into searching look. "Why were you beat up like that in the first place?" She knew already, but she wanted to hear it from him; wanted to understand it. He smirked at her, trailing his eyes up and down her figure.

"Well you see, the broken nose is because I ran into this most stunning ginger-" He held up his fee hand defensively when she cracked her knuckles. "Alright alright, jeez. Temper." He shrugged, the motion awkward with his arm in a sling. "A group of wannabe gangsters did it. I may have trashed their hangout a while back."

She raised an eyebrow. "And you did that because…?"

"They trashed mine. We've been having a back and forth for a few months, ever since I accidentally zapped one of them." Judging by the somewhat sheepish expression on his face, it probably was just that; and accident. Sad to think that that could lead to this big a mess. Kevin turned his own searching gaze on her, seeming to realize something. "You… don't seem to mind my powers." He observed, seeming befuddled. Ah.

"I..." Gwen glanced at the watch on her wrist, and her mind flashed to a soothing green light and a whispered word washing her hurts away. "I've seen things like it before."

A sunny grin spread across the boy's face, and for just a second he reminded her so painfully of Ben that she forgot entirely who she was talking too. "So I'm not the only one? That's awesome!" He cheered, fist pumping the air.

Gwen chuckled at his antics, Vilgax laughing right along with her. Kevin grinned at them both, reaching out to ruffle the bird's feathers. That was a bridge too far for the avian, as he glared at the boy, feathers rustling in agitation. The lad blanched and quickly retrieved his hand with an innocent whistle. Gwen snickered.

"Better keep your distance, this bird is even more dangerous than I am." She quipped. Kevin grinned sheepishly.

"I kinda like dangerous." He told her with a wink. "But I'm good with the amount of injuries I already have." Then he grimaced. "And I'll be getting more soon enough anyway."

She quirked an eyebrow, feeling concern well up in her. Kevin saw the look and waved dismissively. "Ah, they said they'd be back soon." He explained, trying not to sound apprehensive at the prospect. It didn't quite work. Gwen averted her eyes to the ground.

"Yeah, bullies tend to do that." She mumbled, clenching her fists. He looked at her quizzically and she sighed, veering slightly to the right and taking a seat on a bench when they passed it. He sat down beside her, eyeing her curiously. For all that the street was crowded as any other in this place, she felt like they might as well be alone. Vilgax slipped from her shoulder to nestle in her lap and she absently patted the bird, happy for having something to focus on. At least that way she had a reason not to look him in the eye.

"I've got some experience with those. Nothing like yours," she was quick to add, because heck, it was true. "but I had a few bullies come after me at school for a year in the past. It… wasn't great." She tried not to linger on it, it wasn't her favorite pastime, and things were better now anyway- she was torn from her musings when Vilgax sat up in her lap and nuzzled her face, his plumage soft. She had to smile. For an evil bird, he could be awfully sweet.

Beside her, Kevin quietly spoke up. "What did you do?"

Gwen huffed out a laugh. "I beat the living daylights out of them all when they pushed it too far." She admitted, feeling that strange mixture of pride and shame whenever she recalled that. That had been both one of the best and worst days of her life.

Kevin laughed heartily. "True to form, ain't ya?" He looked at her, eyes dancing with mirth. "So, did it work?"

Gwen shrugged, and found herself smiling despite the subject. His mirth was somewhat infectious. "Sort of. They don't bother me anymore, they just whisper behind my back now. And people think I'm even weirder than they already did."

She turned her head when he didn't respond, finding him instead looking at the sky with a ponderous expression. It occurred to her that she had no idea how long he'd been on the street, or if he'd ever been to school at all. For all she knew, he had no frame of reference for any of what she just said-

"Isn't that just worse, though?" He asked, softly. "Isn't it… even lonelier like that?"

She turned her head to face the sky as well. The sun was no longer on the streets, but the sky was still bright overhead, a purple and blue that reminded her of sitting in the garden with her parents and waiting till the first stars peeked out. "It is." She admitted, quietly. "But at least then, I can pretend."

Silence washed over them for a bit before the boy spoke up again. "I can live with them talking behind my back." He concluded. "But I can't scare them off as I am." He turned to face her, eyes imploring, smirk back on his face. "Want to help me scare some bullies straight?"

She eyed him back for a long moment before smirking as well. Vilgax jumped from her shoulder and flew off.


Ben stirred from his slumber when he heard tapping on the… window? On the fourth floor? He groaned and turned back over, trying to escape the uncomfortable heat and the way the room seemed to be spinning even with his eyes closed- but the blasted tapping was still going on.

Groaning again, he struggled to his feet, clutching his stomach and panting steam. He really hoped this magic stuff started acting 'normal' soon, because he was pretty sure he was going to set things on fire at this rate.

Straggling over to the window, he pulled back the curtain, thankful that the sun had nearly set. He probably wouldn't have enjoyed the brightness right now. If this was anything what people felt like when they had a 'hangover', Ben was never drinking. Ever. Blinking past the bleariness in his eyes, he focused his glassy gaze on… Vilgax trying to open the window?

"Vil?" He croaked, reaching for the latch and opening it, allowing the bird to flutter in, nearly knocking Ben over. "Whoa! Calm down, devil bird!"

"Gwen!" It squawked from where it perched on a chair, flapping its wings in agitation. "Gwen!"

Ben rolled his eyes. "Figures. I pick you up, but her name is the first you learn to say." He straggled over to his bed again. "Guess that's just one more time she reaches the finish line before me. Keep it down, would ya? If the hotel staff finds you, we'll be in trouble. Again." He flopped back down on the bed, but Vilgax wasn't having any of it as the bird jumped on top of him, screeching Gwen's name again.

"Ow, what?!" What was wrong with this bird? His cousin wasn't that interesting. Sure, she was running a little late, and grandpa had started wondering where she was at, but how much trouble could she get into when she had the Omnitrix to defend herself with-

He felt his blood turn to ice and couldn't even enjoy the cold sensation as realization struck him like a lightning bolt. Shooting out of bed he struggled into his pants and located his shirt, putting on his new (and still uncomfortable) sneakers, cursing up a storm. "Of all the times to be a stubborn, insufferable, to clever for her own good dweeb with a heroic streak-" He hissed out a breath of steam as he slapped on his bracer and stumbled out the door, one hand on his forehead as he fought down the fever in his skin and the headache pounding through his skull.

He had to find them. Because he knew Gwen, and he knew she wouldn't be stupid of enough to let the chance of being a hero get in the way of common sense, wouldn't be stupid enough to think she could make friends with the psycho that had tried to murder them several times, wouldn't be stupid enough to ignore very real warnings from a literal time traveler-

His Gwen wouldn't be that stupid. But this Gwen had way too much to prove and he really, really shouldn't have forgotten that he wasn't the only one in the family with a hero complex the size of a small nation and didn't know when something was not her fight.


Gwen panted, wiping sweat from her brow, smirking down at the group of thugs they'd pinned under pipe Kevin had blown loose. They were bruised, and a little crispy, but nothing too bad. Nothing like they'd done to Kevin. It had been quite satisfying regardless, and she had to admit that the challenge of keeping four people off of the injured Kevin while he took pod shots with his energy powers was way more fun than she'd anticipated.

She crossed her arms, glaring down at the teenagers they'd trapped. "I take it," she started menacingly, glad to see them flinch. "that you'll leave Kevin alone from now on?" It wasn't a question, not really, and their eager nods and sounds of admission were all she needed to hear. She turned to Kevin, smirking cheekily. He smirked back in appreciation.

"I think they've learned their lessons." She told him before turning back to the gaggle of screw-ups. "Alright morons, you push, I pull-" She was cut off by Kevin's hand on her shoulder, and she turned to the boy questioningly. He wasn't looking at her though, but glaring at the teens darkly.

"Not just yet." He remarked, before he glanced up at her, smirking nastily. "I'm not done pulling the wings of these flies."

What the-? "What do you mean?" She asked, feeling dread well up in her. "We already showed them, we don't need to do anything more. We came here to scare them straight, we did it."

"They don't look scared enough to me." The boy whispered, electricity running up his arm as he stepped forward. "They look like they could even sleep this off. And that," he raised his hand. "won't do."

Her hand snapped up to clasp around his wrist and his dark gaze turned on her. "We're done here." She told him, sternly, even if she felt her heart beat in her throat. "I get it; I do. You want to get back at them, but they've had enough." She tugged his hand down and clasped it. "Let's go." She implored him, gently tugging at his hand to indicate that she wanted to leave.

He wasn't looking at her though, but at their hands. Slowly his eyes trailed up to meet hers. They were lonely eyes, eyes like the ones she saw in the mirror, eyes she now recognized on Ben too. But they all had nuances that she was getting more adept and reading. She knew that her eyes always held just that bit of haughty pride, because even alone she could be proud of who she was. Ben, for his part, soldiered on with false cheer and endless energy. She thought she understood those eyes.

But she realized how utterly wrong she'd been about Kevin when she saw the roiling anger in his gaze, an anger she had no idea how to face.

He wrenched his hand free and pushed past her to loom over the boys again, charge building in his hand. "No! They haven't had nearly enough!"

She didn't think, she just reached out and grabbed his hand again and attempted to wrench him back, but the second she did, shocks ran through her body and she bit back a scream. Soldiering past the pain, she hauled him over her shoulder, throwing him hard. Even through her own hurt, she had to wince sympathetically when he landed on his front, crushing his bruised arm beneath him.

She closed her heart to it and quickly raced over to the captured teens. "Push!" She instructed as she pulled, and together they moved the large pipe off of them. "Now run! And call the cops!" She told them and they again nodded before storming off, seeming not to care that she was part of the reason they'd been bruised and pinned in the first place. She wasn't going to regret that though; that they'd deserved.

She spun around to see that Kevin had struggled to his feet, but was to late to stop him from sending electricity her way, nor had she time to dodge. She did scream this time, because crap, that hurt. "You know," the boy hissed. "I really thought you got it, that you understood me." He paused zapping her and she fell on her hands and knees, panting and blinking back tears. Inwardly she swore, because she had no way to beat him without the watch- not like this.

She could hear him take a menacing step forward. "You even helped me get back at them, just like you did to your bullies! Why is it right for you to do that, but not for me?"

"Because I-" she panted, struggling to form the words. "-because I knew when to stop. You," she swayed. "you just want revenge. That's not what I do." She fell onto her side, blinking sluggishly.

He laughed at her sorry state, feeling confident enough to approach again, posture relaxed. "Oh really? Than what do you do, other than looking prettily pathetic?"

She tried to answer, but couldn't manage the volume. He stepped closer again, leaning in. "What was that, wench?"

Got you. "Saving doofuses from turning into pancakes." She deadpanned before she shot up and punched him squarely in the groin. He howled in pain and she used his distraction to tackle him down and place him in an arm wrench- because sure, she couldn't fight him from a distance, but up close, where she could incapacitate his dangerous hands? Easy.

She could already here the distant sirens and hoped that it was the cops; silently thanking the bullies for having the good sense to listen. She just had to keep him pinned for a few more minutes. She could do that. "Good luck using your powers now." She hissed, making sure to keep his hand well away from her, knowing that he could only aim the lightning from his fingertips and palms, so if she could keep those away from her-

He laughed. "Feisty. Such a shame. You didn't really pay attention when I explained my powers on the way over, didn't you?" She hadn't, honestly, not when Ben already had-

"I absorb and release energy with my body." Lightning shot up his entire frame, shocking Gwen as well, causing her to scream as her hold on him weakened and he threw her onto her back with a swift movement, causing her to see stars. Crap. So much for that plan.

She groaned as the view of the bridge underside was blocked by Kevin looming over her, smirking darkly. "No one makes a fool of me, girl." He started, gathering energy again. "Not even a clever little cutie like you." Alright, sod it. Sorry, Ben, but I'm using the watch!

She was about to slam her hand down on the dial and hope it turned into something useful when a blur of white latched onto Kevin's face.

"What the f- ow!" The boy yelled as Vilgax screeched and pecked at him, trying to claw out the boy's eyes. Gwen took advantage of his distraction to sweep the boys legs out from under him, causing him to land on his arm again. The boy's pained screech made her wince while simultaneously she smirked.

"You don't need me to make a fool out of you, moron." She quipped before she plucked Vilgax off of him and made a dash for one of the pillars supporting the bridge.

"Gwen!" She heard her grandpa call out. Perfect timing, but also very much not.

"Duck!" She instructed. Well, he didn't duck per se, more like slid back around the corner he'd just turned. Gwen herself managed to dive behind a pillar, clutching Vilgax to her chest. Not a second too soon, as lightning struck the place she'd just stood.

"That is it!" She head Kevin snarl. "I am killing that god damn bird-!"

He was cut of by the sound of a blaster going off, and Gwen's blood froze as she broke cover. Sure enough, there was the doofus, emptying the charges in his blaster on Kevin as he walked up to the boy, looking feverish, in pain and pissed.

"Get in line, moody." Ben scoffed as he paused his assault to glare angrily at the boy. "I'm the only one who gets to kill the chicken."

"Cockatoo!" Gwen corrected with a roll of her eyes.

"Not talking to you, dweeb! Still angry with you!"

"And yet here you are, doofus!"

"Someone has to make sure you don't screw this up any more than you already did!"

"And you do that by feeding the grumpy energy-absorbing kid half your charges?"

"All of them, actually. It felt good."

"It was stupid!"

"Oh, just kiss already." Kevin interrupted, tone drier than a desert. "Speaking of though..." He turned his smirk onto Ben, lightning crackling. "Got anymore of those in you, pint-sized?"

"Yeah sure, another short joke, why not?" Ben grumbled. "And no, I'm out. So if you could give me that energy back, that'd be sweet. Can you do that, freak?"

Seeing Kevin tense, Gwen did as well. Bad idea bad idea-! "Don't call me freak!" The boy snarled, taking a threatening step towards Ben. She made to step forward as well but Ben held up a hand, shaking his head. What was that idiot thinking?! He was starting down a super charged Kevin and she had to help-

Ben smirked at Kevin, quirking a sardonic brow. "Oh? And what are you going to do about it, loser?"

Kevin shook with rage before he smirked back at Ben, a nasty expression that promised pain. And that was not good- "I think I'll start by giving you that energy back, like you asked." No no no no-!

But she couldn't do anything when Kevin raised his hand again and let rip, worse than he'd done all evening, and it was then that Gwen realized that he was going to kill Ben-

"Ben!" She cried out, leaping forward, only to find herself restrained in grandpa's arms. "Let me go, he needs help!"

"Please Gwen, just wait!" The old man pleaded, struggling to hold her and what was wrong with him?! Couldn't he see Ben was hurting-

Her cousin stepped forward through the torrent of lightning, grinning. Kevin seemed taken aback, upping the ante but Ben just stepped forward again and how was he not dead?!

It was then that she noticed that while the lightning bolts singed Ben's clothing and burned his skin where they struck, the wounds were closing as fast as they were forming-

Healing. She stilled in grandpa's arms, feeling a slightly hysteric giggle escape her. "You absolute madman!" She called out to Ben, earning her a snicker in response.

Making his way to Kevin, her cousin grabbed the boy's hand and Kevin released all he had in one blast in an effort to fight Ben off. The resulting flash of light blinded her for a second, but when she blinked past the spots in her vision, she saw that the doofus was still alive, if a little singed around the edges. He hadn't gotten of without harm though, as his left hand, the one he'd used to grab Kevin's, was marred with lightning patterned burns.

"How-?" Kevin asked, looking drained, but Ben released the boy's hand, unfolded the blaster and whacked him over the head with it hard, knocking the kid out.

"Oh man," Ben sighed, looking relieved. "I've been dying to do that for ages."


The RV was completely silent safe for the faint hum of Ben's magic. Not even Vilgax was making his usual noises where he rested beside her on the bottom bunk. Gwen held her singed arm aloft as Ben knelt before her, slowly healing the wounds on it before he moved to the singes on her waist. She felt her face flush slightly at his touch, but he seemed to be focused solely on his job. It took a lot more out of him than healing himself, and he'd drained most of the mana reserves he'd built up over the last few days, so he had to focus.

But he wouldn't look at her at all. Wouldn't talk to her. With Kevin dealt with, and with grandpa turning him over to the cops and dealing with them, there was nothing to distract them. Nothing to stop him from yelling at her either, and he definitely could- with all that mana expended, he looked better than he had in days, more lucid for sure…

But he still wouldn't look at her.

"I'm sorry-"

"Don't."

Gwen's jaw snapped shut and she felt tears well up, but pressed them down, averting her gaze as he minded her injuries. She had no right to cry, and she definitely wouldn't do so because Ben was angry with her. He'd been angry with her a million times, at least a dozen this week alone. This was old hat.

But none of those times had she cared about his opinion, or let herself care. She cared now, and that made her mistakes all the worse.

Finishing healing the last of the burns, his gaze finally met hers and it… wasn't what she expected. Old Ben would have been angry with her; heck, Ben had just told her that he was. She'd figured that 'New Ben' took more after their grandfather, and that he'd be disappointed in her to boot.

Instead his gaze was filled with relief, and that was so, so much worse and it made her feel like the worst sort of scum for making him worry-

"I'm sorry," she tried again. This time he let her. "I-I just wanted to help, someone had to and I'm supposed to be a hero now." She held up her left arm and idly waved with the Omnitrix. "I- I wanted to save the kid. I thought he was just like us." Great, now she was babbling and couldn't stop. Her gaze dropped to her lap, but she could still feel his on her. "Just some stupid kid with a power he didn't understand, and alone. I thought that I- that we could save him." She felt tears well up in her eyes and couldn't hold them back this time because how could she have misjudged the situation so badly-?!

Warmth engulfed her when a small furnace wrapped around her, but she didn't let the shock of it stop her from hugging the boy back; not this time. She buried her face in his shirt, stuttering apologies until Ben's voice snapped her out of it.

"If there was anyone on the planet that could've done it, it'd have been you, dweeb." He pulled back, and she immediately missed his warmth. Instead, she saw him smile sadly at her through the tears in her eyes. "But some people don't want to be saved."

She couldn't meet that smile, not when she knew she deserved to be yelled at and grounded for like forever for all the nonsense she pulled today, so her eyes dropped to her lap. "I'm sorry." She whispered again.

Ben sighed, and she felt it tickling her face. "Don't be." He started, causing her head to snap up. He grinned sheepishly. "You were trying to help. You wouldn't be you if you didn't. Not your fault that Kevin's an ass."

"But-but, I did exactly what you told me not to do!" She waved her hands for emphasis. Didn't the doofus know how instructions and promises worked? He snorted, shooting her an amused look.

"I should've known better than to think that you would stay put and that you'd listen to me. That one's on me."

"You can't just absolve me of all responsibility like that, doofus!" Where was that anger he'd shown up with? She was pretty sure Ben was broken. Again. Couldn't the kid ever keep his personality straight?!

He raised a distinctly sardonic eyebrow at her. "Do I really need to rub it in your face before you get how badly you messed up, or can we drop that because you already know? Because I'd really rather just skip ahead to the part where I'm happy that you're alive."

"...I got nothing." And she really didn't. When did Ben start being… reasonable? Or was this unreasonable? She really didn't know anymore. Narrowing her eyes, her hand moved to the Omnitrix. Ben raised both brows at her. "Who are you and what have you done to Ben?"

That got her some indignant spluttering. "I'm not an impostor!" He said, waving his arms for emphasis. Vilgax mimicked him, laughing mockingly. Well. The bird was fooled, that was for sure.

"Prove it!" She demanded, hand still hovering over the dial. "Or I'm going to be whatever pops out of this and you better hope it's not Heatblast."

"Your first stuffed toy was a corgi that you named 'Lady Wigglesbottom.'" He deadpanned and she slowly relaxed, even if she did narrow her eyes.

"You threw that one into a shredder." She muttered, glaring sullenly.

He shrugged. "And to this day, when life gets me down, I remember little Gwen screaming 'Wiggles, no!' and instantly feel better."

"Jerk." She swatted his arm before eyeing him skeptically. "So, you're... not mad?"

He blew out a breath, sheepishly rubbing the back of his head with a faint smile. "A little. But you didn't screw this up nearly as bad as I did, so I guess we still win in the end. Also," he swallowed, averting his gaze, looking guilty of all things and how did he get off looking guilty- "I'm sorry for not being there when you needed my help."

...what? Did he just miss himself literally saving the day?

Ben didn't notice her slack-jawed expression, continuing instead. "You shouldn't have been out there on your own-"

Vilgax squawked.

"-out there without me." Ben corrected, shooting the bird a glare, before turning his gaze to meet hers. "Next time, we do this together, got it?"

Gwen just continued gaping at him, the words sinking in and they sparked a literal thousand of replies she could have made, but for all that it was Kevin's voice that rang loudest.

"Oh, just kiss already."

"Gwen?" Ben asked, cocking his head in question.

"Yes!" Gwen spluttered, feeling her face heat. "Yes, I promise. I'll wait for your overheated butt to get out of bed before I go do something stupid." She stammered out. He quirked an amused brow at her.

"Are you calling my butt hot? Flattered, dweeb."

Gwen groaned because that was the last thing she wanted to think about and her groan should have gotten her annoyed shake of the head, a 'girls are super weird' remark. She got that shake of his head, but it was fond, underpinned by a smile instead of a frown.

"Guess we overcooked your big brain." He stood, knees popping from kneeling for so long. "I'm gonna see what grandpa is up to. You," he pointed a finger at her, mock glaring; and it still amazed her that she could tell these days. "don't do anything stupid while I'm gone!" He joked before turning around and walking out of the room.

In the ensuing silence, Gwen sat on her bunk in a bit of a daze before feather ruffling beside her drew her attention to Vilgax. The bird was giving her an unbearably smug look that told her he knew exactly where her thoughts had been at.

"No! Absolutely not!" She told the bird.

Amused rustling.

"No, I was not thinking that. At all. He's just being cool and that's all I'm admitting to."

Another smug look.

"I'm not talking to you anymore." Gwen decided. The bird laughed.


A/N: Sorry to all of you who liked Kevin and wanted a redemption arc, sorry to all of you who hate him and think I made him too sympathetic. He's a super complex character that I really like (precisely because of that) but that doesn't make it any easier to write him. For the love of god, don't get used to this chapter length. I just wanted to deal with Kevin properly. This is also a bit of a 'low point' of the fic, as I mean it when I say that I want to keep this one fluffy. There's enough angst in my other fics. Speaking of which, this kind of stole the spotlight from Reminder for this week, so any readers here that are following that, sorry. Probably won't pull off my weekly update.