Disclaimer: I don't own Ben 10, Ben 10 alien force, any of the characters or anything else.

(Now slightly edited)

This idea was one of my dear loving Quimmy's, but due to certain circumstances, she couldn't write it, so she let me! Since I thought it would be a waste to let such a great idea be forgotten! I also didn't intend for it to be so long... It kinda, wouldn't stop. I went with it, and I'm pleased with the results yay for my longest one-shot!

So here it is Quimmy, as promised! Love ya!

Chameleon

Kevin checked his new surroundings; a blue room with a bed big enough for two people if they laid on their sides and a computer. He was overly familiar with Ben's room. He'd sometimes sneak in during the night or when Ben was at school. Why? Well, he was still a suspicious kind of person, but more over, he liked Ben in a way that he'd never really come to terms with. Kevin just craved the brunets company, scent, voice and everything else. He wanted to be around him all the time. But, it seemed impossible.

One; Kevin wasn't the nicest guy around. Two; Ben liked girls. And three; they were both male. It wasn't so uncommon for two men to be in love, in fact it was seen a lot lately, but Kevin was sure that Ben was straight. But all of those reasons combined didn't mean that he couldn't watch him from afar.

The reason for his... Intrusion, tonight was that he had misplaced his Plumbers badge recently and he'd exhausted his search, Ben's room was the only place left. He scanned the floor with his eyes, kicking over a few shirts and pants over to look for it.

"Messy room Tennyson." He spoke to himself silently, smirking as his eyes caught sight of his missing badge. He picked it up and quickly slipped it into his pocket. As much as he wanted to stay in Ben's room, he didn't want the younger to catch him.

"Yeah, I'll be okay mom. Alright. Yep, I fed the dog. Y-Yes, mom.. Yes, mom... Night. I love you too." Ben's voice came from at the bottom of the stairs, making Kevin's heart race, leaving him without enough time to make an escape.

'Shit, shit shit!' Kevin cursed as he hurriedly absorbed the material from the wall and made himself almost invisible. The brunet came upstairs and opened his door. He placed his cell phone on his desk and slipped out of his jacket, placing it on a nearby chair. He gave a content sigh as he jumped onto his bed and laid down.

"A Friday night, no parents and no aliens." Ben spoke to himself. Kevin was glad that Ben was terrible at sensing someones presence and did his best to stay still and keep quiet. The darkness in the room helped him hide very well, but he still needed a plan to leave. He'd have to wait until Ben either went back down stairs or fell asleep. The dark-haired teen focused on the younger as he took off his black shirt and threw it in his direction.

'Shit...' Kevin cursed again as his eyes remained focused on the half naked body that laid comfortably on the blue bed. Ben moved around and made a few small noises before getting comfortable and resting on his side, facing the opposite direction of Kevin. The elder waited a good five minutes before he decided it might be safe to try to escape. He almost gasped as Ben gave a slight frustrated groan and flipped to his back. He muttered certain things that Kevin could barely hear. But he did pick up the words "Stupid" and "Kevin."

Now fully intrigued by Ben's choice of words, Kevin began watching him closely.

"What's she got that..." Ben heaved a sigh and sat up, moving back until he leaned comfortable against the wall, he had a sullen frown that could barely be seen in the dimly lit room.

"She's a girl for one... And she's got him wrapped around her..." Kevin raised a brow at Ben's unfinished words. The younger closed his eyes and leaned his head back. He whispered something that Kevin couldn't quiet catch. Watching the brunettes movements, the elder was caught by surprise as Ben slipped out of his shorts that were over his boxers and dropped them somewhere next to the bed. There wasn't enough light in the room to make out everything the younger was doing, but Kevin could almost feel what was happening.

Ben's hand went somewhere the light stopped and Kevin's eyes widened as the younger began to sheepishly touch his rising erection. Ben gave out a soft sigh as he moved his hand around his own length and started pumping himself.

"Aah... K-Kevin..." He breathlessly muttered the elders name as he continued to play with his erection, closing his eyes while doing so.

'W-wait? Is he-... About me?!' Kevin could feel his own length twitch at the unsettling sight of Ben touching himself and quietly moaning out the others name. Of course, things like these were normal for a teenage boy at Ben's age, but it wasn't normal to be calling out your friends name in the process. Putting aside the question of why Ben was calling out his name, Kevin continued to watch the younger work himself over.

"Kevin... Nnn!" Ben began to pant as he speed up again, the dark-haired teen wasn't sure of what to do. He was torn between rushing over and taking the boys virginity, and staying silent to watch.

The brunette moaned louder and bit his lower lip as he felt his climax steadily approach. He leaned his head forward before moving it back against the wall and moving his neck as he writhed in pleasure. Kevin continued to keep his demons at bay, fighting the urge to be the one Ben came for. That's when he knew that his crush went beyond just awkward. He would be seen as a stalker if he made his presence known, but then again, Ben had caught him after he broke in, so he used one of his excuses... As an alibi. He could always play the bad guy bit and touch Ben. He'd remove that last piece of clothing from him, he'd touch him, hold him, kiss him and just fuck him.

But what if Ben didn't like Kevin back? Then it would be seen as rape and Kevin wouldn't dare show his face around the younger ever again. He just couldn't bear the thought of never being allowed to be near him. The small things they did everyday that held such meaning to him would all just fade away, much like Kevin's past. The more time he'd spent with Ben, the more his past seemed to be forgotten. The person you love could have that affect on you. Wait... Love? No, Kevin didn't love Ben, right? It was just a crush. A weird stalker crush, where you just imagine yourself as the only one allowed to be with that person, where you couldn't stand to see anyone even look at them. Where you get to be the one to do all sorts of things from flirting, holding hands, kissing and even...

'Just... a crush. Just a stupid cr-' Kevin's thoughts came to a stand still as Ben cried out his name, almost as if he was pleading Kevin to touch him.

"Kevin! Aaahh...Kevin!" He cried out as he moved at a faster rate. The elders heart raced more and his pants strained against him painfully. Maybe it was more then what Kevin viewed it as. Maybe he really did love Ben. In the past he fought against Ben because he was a sadistic kid that was mad that his first friend had a change of heart about their 'partnership' and played the role of the hero, leaving his as the bad guy. He spent years in the null void and trying to escape, thinking that as long as he could get out, he could find Ben and make things change. It was a crush then, but now five years later. It couldn't be anything but love.

"Kevin!! Aaah!!" Ben moaned as he came, his body shaking slightly with the after shocks of the orgasm. Kevin listened to his pants lessen and his breath catch up to him.

"Why?... Why did I have to fall for him?..." Ben wiped his hand on the sheets and rested his head against the wall. Tears weld up in his toxic green eyes, sliding down his cheeks as he silently wept. That was when the elder couldn't stand it any longer. He made his presence known after dropping the material that covered his body, he stepped into a small slit of light that streamed in from a flickering street light outside Ben's second story window. His voice let out a low call to Ben, which earned a gasp from the brunette that hurriedly straightened himself out and pulled his blanket over his lap.

"K-Kevin?! W-what are you-?!" He was interrupted by Kevin moving closer and lightly gripping his slightly tanned and damp face. He used thumb to gently wipe away the tears that lingered on his cheeks and under his eyes.

"Ben... I-... Well..." Kevin couldn't find the words to say so instead he sat down in front of Ben and pulled his light body onto his own. Ben listened to Kevin's racing heartbeat and both contemplated what to do.

"H-how long were you here?..." The brunet spoke up, breaking the awkward silence.

"The uh... whole time..." He spoke slowly, as if he was apologizing. "B-But I have a good explanation!" The elder spoke quickly, sure that Ben would go hero on him and drop kick the teeth from his mouth. To his surprise, Ben stayed silent and continued to lean into the hug.

"I... Well... I was looking for my badge..." Kevin looked away with a large blush settled on his face.

Ben furrowed his brows and frowned up at him. "In my room?"

"I found it in here... See.. I well, um, I sometimes come here..." Ben seemed unsure of how to portray that. Either Kevin was stalking him, trying to steal from him, or possibly hiding from the cops here.

"Explain yourself..." Ben couldn't look at him anymore. He was pretty sure that if any one was in his position, they wouldn't be able to either. Having the person you were in love with holding you after they secretly watched you pleasure yourself to the thought of them was really a strange situation.

"I come here cause... I like it." He paused for a second before starting again. "And I like it because... It reminds me... of you..." Both hearts raced at a quick pace as Kevin tried to sort out his words in attempt to make Ben understand.

"Sorry... I was gonna sneak out after you fell asleep, but... I couldn't watch you cry..."

"But you could watch me... Well..." Both teenagers blushed deeply and continued to stare into the darkness. "Well, I didn't wanna get caught... I can't stand the thought of you thinkin' of me as some creepy stalker or rapist."

"Kevin, you practically scream stalker... This is just evidence..." Kevin frowned at him. "Hey, I'm tryin' to be nice here Tennyson." Ben gave him a cocky smile and moved away from the hug.

"You're failing at it." Kevin glared at him and changed the topic. "So, why were you callin' out my name Benjy?" Kevin raised a brow and gave him a smirk as he used Ben's pet name. Ben's eyes widened and he looked away, his face completely red. Not knowing what to say at a time such as this. The elder looked at him, loving his current state of embarrassment.

"Why Benjy?"

"Because I can! Why, is that a problem?!" Kevin leaned his face in close to Ben's and continued to smirk. "You like me." The elder used a sing-song tone to tease Ben.

"You wish Kevin."

"You like me." Kevin repeated with more emphases.

"I do not!"

"You like me Ben."

"No I don't! I... I love you!! Alright! I love you!" Ben crossed his arms and fight back the returning need to cry. The dark-haired teens eyes widened and he was at a loss of words.

"Ben..." He tried to keep himself from squealing like a school girl and hugging Ben to try and return the words.

"It's fine Kevin! You love Gwen! It doesn't matter, I'll be fine, just go!" Ben yelled, leaving Kevin to immediately grab onto his unclothed arms and smile.

"You ain't getting rid of me that easily Tennyson. I... love you too. So shut up and deal with it. I do not like your cousin. In fact, she kinda creases me."He finally admitted. Ben looked at him through the dark room, wide green eyes focused on the elder.

"Oh, I get it... I'm having one of those weird dreams, or I was hit on the head in a fight and now I'm passed out." Ben nodded his head, sure that something like that was the explanation behind this. Kevin raised a brow at him and flicked the tip of the youngers nose. Ben let out a yelp and put his hands over his face.

"Still think you're dreamin'?"

Ben put his hands down and furrowed his brow slightly at the elder man. "You really expect me to believe that the person I love watched me touch myself, show up after I finish, then tells me that he loves me?! Bull sh-" The brunet's words were cut off by a pair of lips crashing into his. A fierce kiss, hot, but still loving. Pulling away Kevin smirked again.

"Shut the hell up Ben." Leaning in for a second kiss, Kevin's hands moved to the youngers chest, moving his fingers around the warm tan flesh, enjoying the soft feel of the younger. Ben's eyes flew open as the brooding teens hand reached his boxers. Palms pushed against his chest, separating himself from the randy elder.

"Whoa whoa whoa! Kevin, what the hell?" Ben moved back, his face flustered and a frown on his lips. Kevin leaned in closer, stopping when the back of the youngers head was against the wall. Eyes staring into each others, a smirk gracing the elders smug face as he spoke.

"You did it by yourself just a second ago. And it made me want to do stuff too."

The brunet's hands pushed against Kevin's chest, feeling his arms going weak from the glare from the dark orbs. He vigorously shook his head repeating the word 'no' to him. Unfortunately for him, Kevin wasn't going to stop pursuing him tonight.

"I am not losing my virginity like this Kevin!" The youngers face still blushing, his arms now at his sides, as if he was already giving in.

"Oh? Then how do you want to lose your precious virginity?" Again, Ben turned a deep, crimson red. Kevin took this as a sign for him to continue, lowering his hand back down to the young hero's lower regions. The body he was touching, moved closer to his hand, craving the attention. A slight moan came from Ben as Kevin's hand pulled down the cloth, down his hips, down his thighs and off the bed.

"You say no, yet you're already getting hard." The long haired teen flashed him a smirk and lightly moved the tips of his digits over the sensitive skin of Ben's length. It didn't take Ben long to give an irritated groan as a response before his hands latched on to the elders shirts, pulling them over his head and tossing them aside. He gave a small gasp as he gawked at the structure of the other males chest, his fingers moving over the flesh, feeling the heat under the tips of his fingers. The taller gave another smirk as the younger occupied himself with his upper half. Growing bold, Ben pushed Kevin on his back, moving himself on top of the elder, barely grinding their growing erections against each other. Ben's hands moved down to the other males jeans, wishing the fabric gone. A small groan escaped Kevin's mouth as the brunet's palm circled on the tightening bulge of his pants.

"Just fucking take 'em off for me, Tennyson." Kevin sneered up at him, not fond of being teased.

"Now who's getting hard?" Ben gave him a smirk and did as he was asked. Thin hands unfastening the locks that kept the length inside. Another groan from Kevin as the younger slowly slipped the clothes off of him.

"Alright, you had your fun, Ben. Now I take back control." With that, Kevin switched their position, in a blink of an eye he was now over Ben. Chocolate brown eyes, staring into the toxic green ones below as a calloused hand was placed on Ben's member. Eyes lingering in the others before Kevin dipped his body down to allow his lips to press against the shorter teens. A second kiss was shared before the lips of the taller moved down to one of the pink mounds, forming around the sensitive skin and playing with it, nipping and moving his tongue around the soft flesh. Tanned hands spilled into the dark hair that framed Kevin's face, long enough to lightly graze the chest below.

A moan came from Ben, almost as if he was telling Kevin to continue his ventures. It was obvious to the elder that Ben was loving the extra attention, but he wasn't going to spoil him too much. The brooding teen sat up, eyes scanning the room, searching for something. Doing his best to prop himself up on his elbows, Ben looked up at the elder before looking around.

"What? Did you hear something?" A suddenly nervous Ben stared up at him.

"No, we need lotion or somethin'."

"For what?" The brunet raised a brow at him, his face turning a light pink, awaiting Kevin's returning affection.

"It'll hurt unless we have some."

"Hurt?" Tilting his head as he repeated Kevin, seeing him nod in response. "I uh, have some in the bathroom." A smirk merged on Kevin's face, moving off of the younger to retrieve said item. Upon his return, the dark-haired teen moved back onto the bed, smirking down at Ben.

"Miss me?"

Ben rolled his eyes. "Never noticed you left."

Kevin leaned his face close to Ben's, leaving the younger a bit flustered. "Smart guy eh?" He lifted one of Ben's legs to rest on his shoulder, spreading a small amount of the creamy lotion onto his index finger, pressing it against Ben's entrance.

"W-What are you doing Kevin?"

The taller teen smirked at him. "Relax against me Benjy." Before Ben could yell at Kevin for the nick-name, he threw his head back as the finger was easily slipped inside of him. Writhing in pleasure as the tip of the protruding digit rubbed against something inside of him, causing him to call out to the elder, wanting more of the new feeling. The finger moved around, stretching the contracting muscles, earning more and more moans from Ben. The sounds turning the elder on more and more, with each inhale, each shudder, groan and moan, he felt himself fighting back the urge to please himself before Ben was fully ready.

"Aah... Kevin, nnn..." Ben fidgeted around against the lone finger, urging the elder to move against the bump again and again.

"So impatient babe." Once again, Ben ignored the pet names that Kevin threw at him, arching his back as a second finger was pushed into him. Moving apart and back together, earning pleased sounds from the panting younger. A few moments of stretching with two fingers, then one last finger eased inside with the lotion. The elders digits squirmed around, pushing, bumping and brushing against the right spot.

"Kevin... Nnn-aah..." More pleased moans came from the younger, moving his hips against the fingers more. To his displeasure, the fingers had been pulled out. He gave an impatient groan that changed into a moan as he felt something else move inside him. His own fingers curling to clutch the sheets in his hands, hissing as he was pushed into. It wasn't a sound of pain, but of delight. It wasn't too hard to push all the way into the small body that laid beneath him, what with the stretching and lubrication it was actually quite easy.

"Does it hurt?" Kevin questioned, not sure if he should proceed or wait for Ben to reply. He was given a small gruff moan, beckoning him to continue. The elder gave him a smirk and let his hand trail back to the forgotten length, pleading for attention which Kevin would give him. Another moan escaped Ben's lips as the elder pulled away slowly before pushing himself back in the small confide of Ben. A low groan came from the taller as the heat spread through his body, speeding up slightly, wanting more. The youngers fingers tightened their grip on the sheets before he gasped in surprise as he was pulled up to sit on Kevin's lap. He raised a brow at the look on the elders face, sort of sadistic yet sweet.

"You hold on to me, not the sheets." A smirk gracing his lips as he spoke to the younger, starting to continue their slow paced love. Ben rolled his eyes and wrapped his arms around Kevin, allowing him to do as he wished. The intense pleasure swept over Ben as Kevin rolled his hips into him, bumping the right spot as he did with his fingers earlier. He let out a moan and held on tighter to Kevin, willing the elder to increase his actions. Their lips met for another kiss, it was different this time, it was hotter, wetter and sensual. Ben found himself falling into a strange world where nothing but Kevin mattered, giving all of his being to the elder.

"Aah..." Ben moaned again, his hips rocking into the continuous thrusts. He heard Kevin give a small groan, giving him great satisfaction, taking in the fact that he was giving him the pleasure he wanted. Their bodies moved together, harder and faster, both quickly reaching their own limit. The brunettes hands moved to Kevin's shoulders to pull him into more kisses, all the while moving along with his brooding body. Kevin moved his tongue inside of Ben's mouth, swirling around with the youngers in a heated kiss, not breaking until both could hardly breathe.

"Kevin!" He called out again, feeling the other teens hand increasing in speed to match his thrusts. "G-God...Nnn..." Ben's grip on Kevin tightened again as he felt himself come closer to climaxing. The little noises and moans that Ben was making seemed to take their toll on Kevin, his movements becoming as quick the two could make them, crying out in pleasure from the overwhelming feelings.

"B-Ben..." Kevin gritted his teeth, feeling Ben's passage tighten around him and listening to his name being called out again and again.

"Kevin! Aa-aah!" Ben leaned forward onto Kevin, moaning even louder.

"I-I'm gonna-! Nn-aah Kevin! Aah!" Ben called out to the raven-haired teen and finally climaxed for the second time that night, this time being much better. His body rocked against Kevin's a few more times, riding the aftershocks that coursed through him. Ben's continuous movements brought Kevin to his limit, releasing inside of the younger while grunting and calling the youngers name.

"Shit..." Kevin spoke as Ben collapsed onto him. He pulled out of him and panted, cleaning his hand on the bed bellow them before using it to brush the milky chocolate hair from the youngers face. His heart was beating out of control, knowing what he had just done with Ben, and the words that were exchanged before.

"So, Ben..." He panted again and locked eyes with said other. Ben's eyes were half lidded, no doubtfully tired from what just occurred between them. "Does this make you mine?" The elder smirked and Ben gave a small chuckle and moved closer to him, suddenly growing cold now that the adrenaline had faded and the fire inside him calmed down considerably.

"If you want me." He smiled at Kevin, who returned it with his own. "But if you sneak in and watch me do... things, again... I'll kill you, Mr. Chameleon."

"Chameleon?" Kevin repeated, confused about the nick-name. "Yeah, you blended in with the wall like a chameleon." The younger explained, closing his eyes and smirking.

"Or you could say it like the song; 'You come and go.' But then I guess you'd be lyin' since I ain't going anywhere."

Ben blushed at Kevin's response, he didn't expect Kevin to even say anything at all, let alone something like that. He closed his eyes again, burying himself in Kevin's warmth, feeling the elder move for a moment and his familiar blanket being pulled over him.

"My parents are gone tonight... So... You could stay tonight..." Ben's blush stayed settled on his face as he opened an eye to see Kevin's signature smirk.

"Wasn't even thinkin' of leavin'." He crawled back over to Ben, wrapping his larger arms around the small body. Ben sometimes wondered how he stayed so scrawny after all the soccer, karate and alien fighting. He pushed all the useless thoughts from his mind, nestling into Kevin and starting to drift into a pleasant sleep, while Kevin kept his tight hold on him. Knowing that he'd be there in the morning caused a small smile to form on his lips as he slept.

"Night, Ben..."

...

Midesko