A/N: Ironically enough, in the show, Kevin just mutated. Here, he's getting better. Great…

Disclaimer: I own no part of Ben 10. This idea is owned by Crushed Hale.x.

He just kept writhing. Between roars of agony, there were light whimpers that I could hardly hear. Kevin just kept holding his head.

I wished I could do something, but I was too terrified to get any closer to him. I didn't want to become an accidental victim of whatever was happening to him. Whatever force was taking over his body, it was giving him Hell.

"Kevin," I breathed again, "listen, Kevin, follow my voice." His name was all I could say to keep him trained on me instead of on whatever pain was beating in his skull. "Come on, Kevin. Come back to me. It's fine. You'll be fine, Kevin."

Another loud, ripping snarl erupted from his throat and I pressed myself harder to the wall, fearing for my life. He was a violent beast. How was I supposed to know if he was going to kill me or not? All I knew was that he was a creature capable of killing me.

I kept my eyes glued to him, still whispering soothing words, sending out silent prayers that he could be alright. "Come on, Kevin, I'm right her-"

I was cut off by another growl. And slowly, the red faded from his skin, turning him as pale as the desert sands. The muscle and bulk from his skin seemed to drop from him, returning him to a human-like form as his extra arms were sucked back into his sides and his wings were pulled into his back. The tail was already gone before I had a chance to look at where it went. Long locks of ebony hung around his face as he stared at the ground, kneeling and still holding the sides of his skull. A groan escaped him and he collapsed, his thin pale body going limp and landing in the dust, a red cloud swelling in the space.

My jaw had gone slack. His body was small now, so fragile. He was weak, vulnerable. He just lay there, broken without the body that had kept him alive for so long in this place of torture. It took me a few minutes to realize what had happened to him.

He was human.

"Kevin," I murmured, dropping to his side and desperately holding his shoulders, wishing for any signs of life from him. "Kev, come on." I shook him gently, unsure how vulnerable he was now. "It's Gwen." I ran my fingers along his cheek, feeling real flesh there instead of the rough, crimson-colored skin that had once possessed his features. "I'm here."

With a few blinks, deep brown, nearly black eyes were staring up at me. His hair was hanging faintly in his eyes and he was silently taking it all in. A smile lit up his face; a real one that held no traces of a malicious sneer in it. "Human," he breathed, reaching one hand up to touch my cheek. His eyes lit up even more as he realized I was holding him.

A blush spread across my cheeks and I carefully helped him up. That was when I got a good look at him.

When we had first seen him on the streets of New York, he had been a scrawny little kid in black, hardly anything more than skin clinging to bones. Now he was well muscled and lean, towering over me by a good seven inches or so. His shirt had been ripped to shreds, but the tattered and holey jeans remained intact. His hair was as long as ever and those eyes... They had grown darker, but that made them even more gorgeous.

Why was I even thinking that?

"This is amazing," he said, a small breath escaping him, sounding a bit like a choked laugh. "Everything looks so much bigger now..." He spun and gave the place a good look, examining what he had done in that previous body. "I did a good job 'round here, didn't I?"

I smiled and nodded, still distracted by his beautiful dark eyes.

"Come on, let's get a fire started." He moved to grab some wood, now staring at it as a challenge. He grabbed the end of one of the massive logs and pulled upward, finding that he couldn't lift it as I watched him work on it for a few seconds. "Gwen?"

"Yeah?" I asked, zapping myself back into reality as I noticed he was talking to me.

His eyes were glazed over with slight worry. "I think things are going to be harder now..."

I blinked, horror seizing my heart, turning it to ice as it sank to my stomach. My throat was constricted with fear. He had been our strength, our powerhouse. Now he was about as useful as I was. "I think you're right..."

A/N: Ah, the glory of humanity. They're about thirteen now, right? …hormones anyone? Review it or die!

~Sky