I've been compelled to write this puppy for awhile. You have no clue how long I've pictured this! Now that Kevin is mutated, it gets even better! Okay, in this story Zs'Skayr comes to Earth to get revenge on Ben. Sensing Kevin's many inner fears, he decides to target him first in order to slowly progress toward Ben. He goes into Kevin's dreams and traps him in a living nightmare. Grandpa Max and Ben have Gwen use her Anodite powers to go into Kevin's dreams while they wait in the real world to capture Zs'Skayr when he is forced out. But what happens when Gwen sees some other dreams of Kevin's? NOTE: This is the fluffiest story I've ever written. TURN AWAY ANGST LOVERS! IF YOU DON'T YOU WILL BE STRICKEN WITH A LIGHTNING BOLT! And so, our story begins.

"Kevin! Wake up! Kevin!" Gwen knew that something was wrong. Kevin was always hard to wake up but never this hard! "Kevin!" She began to shake him, but to no avail. "Ben, something isn't right here!" Ben walked over.

"Maybe being made of rock makes it harder. Try hitting him with a crowbar." Gwen gave him a dry look.

"Any other suggestions?" Ben shook his head and looked back at him. They were both startled by Kevin's voice.

"No more…" He murmured quietly. His intense fear was obvious. "Bring them back…" A small hissing sound then escaped his lips. "Zssss….Skaaaayrrrrrr" Gwen turned to Ben.

"What does that mean?" Ben's eyes were clouded with fear.

"He…sounds like you did when Ghostfreak possessed you…" Gwen's eyes grew wide.

"Are you sure?" Ben nodded.

"Trust me, Gwen. You don't forget something like that." He started pacing back and forth before turning back to Gwen. "What did Kevin say again?"

"It sounded like Zs'Skayr or something like that." There was a long pause and her eyes widened. "Ghostfreak!" She reached over and picked up the Plumber's badge that rested on the small table by Kevin's bed. "I'm calling Grandpa." The Plumber badge started beeping and Grandpa Max's face came into view. "Grandpa! Ghostfreak is inside Kevin!"

"Tell me what he's doing." Max spoke calmly, though a spark of fear crossed his features.

"He's mumbling in his sleep and seems really scared. He also said Ghostfreak's name in this other voice. What'll we do?!"

"Just wait there for me to come." He blinked out.

Gwen jumped up as Max teleported into the room, bearing much Plumber's equipment. "That was fast!" Max began attaching some wires to Kevin's head. "What's that for?"

"If Ghostfreak is in Kevin's dreams, we can only assume that he's trying to emotionally destroy him."

Gwen and Ben both let out gasps of horror. "Why?!" Gwen asked, staring at Kevin.

"Yeah! Ghostfreak has nothing against Kevin! Why not target Gwen and me?" Max pushed a couple buttons.

"He wants to get to you slowly, I'm guessing. He probably wants to destroy all of the people you care about before coming to you." He glanced at a screen that now showed Kevin's pulse. "I suppose that Kevin has the most painful and horrible secrets, thoughts, and memories. That makes it easier for Ghostfreak to exploit and destroy him from the inside.

Gwen groaned and stared at Kevin, who was twitching slightly. "How will we get Ghostfreak out?" Max opened up the blinds a little, allowing some sunlight into the room.

"Ben and I will wait out here. You need to use your powers to go into his dream and force Ghostfreak out." Gwen blinked a couple times.

"I can do that? How?"

"Just focus. Anodite magic tends to bend to the will quite easily as you know." Gwen nodded and moved into a chair close to Kevin. He was making low moaning noises. She closed her eyes and began to focus. As she began to drift, she heard Max's voice.

"Be careful, Gwen! If anything happens to Kevin's or your spirit, it'll be irreversible!"

Gwen felt herself being swallowed by darkness. Blackness surrounded her on all sides before suddenly clearing and throwing her onto a hard surface. She slowly stood up, cracking her neck a little. 'Whew…I sure landed wrong there…' She took a moment to gain her bearings. Everything around her was white. There wasn't a single person, ghost, or object around anywhere. 'Kevin's mind is a blank?' The place grew even whiter. 'Come on…there's gotta be more than this…' She was surprised to see small flashes of color dart across the floor and walls. 'Something…' More colors. 'A dream…' A bunch of screens appeared all around her, each one depicting a different scene. 'Wow!' She reached forward and touched one that contained many colored blurs. The next second, she felt herself thrown into blackness again.

Kevin's eyes watered so much, he wondered that he hadn't run out of water by this point. "No more! Please!" He wasn't in his old human form like he normally was in his dreams. He was a mutant. 'Wake up, Kevin! Wake up!' There were mirrors everywhere. He could see himself, his horrible self, reflected any place he looked. Each mirror showed him from a different angle, a different angle of monstrosity! A cold laugh reverberated all around him. He let out a scream.

Gwen was in the front seat of Kevin's car…the driver's seat! Before she could wonder what was going on, she heard the sound of a gunshot and a gust of wind blowing past her. More cars. She suddenly felt uncharacteristic competitiveness. 'They won't beat me!' She jammed her foot on the ignition and took off. The speed…the wonderful speed… 'Turn…faster, faster, FASTER!' She caused a red car to swerve into the grass and let out a laugh. 'That's right! You'd better run!' She cleared the turn and revved past the blue car, taking the lead. The finish line was coming….YES! She won! People were cheering at deafening levels. There was the judge, coming with a trophy. Yes! Keep coming…Her head suddenly cleared up. 'Wait a second…what am I doing?! This is a waste of time! I need to get out!' The instant she thought this, she found herself back in the white room, surrounded by screens again.

He couldn't take it anymore. With a wild yell, he smashed his fist into one of the mirrors. All it did was distort his image more, but he didn't care! He began smashing mirror after mirror in a blind rage, feeling grim pleasure at the broken glass scattered around him. Yes! They were all broken! Before his sigh of relief could even reach his lips, he heard a familiar voice. "Kevin…Kevin…" His eyes narrowed.

"Where are you?" He knew that voice…oh how he knew that voice… He turned his head toward one of the shattered mirrors and saw his image began to change. His heart leapt into his throat as the face took shape. It was his old monster form, the one he had turned into at age eleven! He began to tremble.

"I'm here, Kevin…I'm always here…" Kevin shook his head desperately as the pieces of that grotesque image merged together, showing his old self in all its horrible glory. "Look at me!" Kevin put up a hand to shield his eyes.

"Go away!" He moaned before letting out a gasp. This wasn't his hand…no…it was! It was a hand that looked very much like Diamondhead's hand… It was his hand! He lifted all four mangled arms and let loose a roar of pain.

Gwen shifted through the various screens. She had to find Kevin! Not an old dream, but the actual current Kevin! Wait…there was an image that had him. She touched it and went through that black vortex again. She was dumped onto soft green grass. 'This doesn't look like a Ghostfreak dream…' She heard laughing, not scary cackling, just normal laughs. 'Nor does it sound like one…' Curious, she crept closer to the sound. Peeking out of the bushes, she barely suppressed a gasp of surprise. She was looking at herself…and Kevin. They were sitting on the edge of Grandpa Max's lake. 'Why would Kevin dream about the lake?' She stared intently as Kevin wrapped his arm around her dream self's shoulder and whispered quietly into her ear. They looked so cozy together… Her dream self was blushing and smiling sweetly at Kevin, who was also blushing. He leaned in and kissed dream Gwen's cheek, making her giggle softly. He mumbled something into her ear once more before the two leaned in and touched their lips together gently, but grew more and more passionate by the second. Gwen felt…kinda jealous… 'If only that was actually me…' She quickly shook her head. 'Okay, no getting sidetracked. Is Ghostfreak pretending to be me or…' Somehow she knew that this wasn't it. She cast a fleeting look at dream Kevin, who had dream Gwen lying down in the tall grass and was kissing her with a deep passion, before allowing herself to return to the white room. 'Okay…I need to listen…sense…let's see now…' She felt her mana surrounding her body.

Kevin shouted out in protest. "NO! I'm NOT you! Get out! Get out!" He was tearing at his skull in utter despair. "OUT!" He fell to his knees, roaring in rage and hate, but also screaming in fear and sadness. His four fists pounded the ground.

"I can't get out, Kevin. You are me, as I am you. Like it or not, we are one and the same." Kevin's inner voice hissed.

"NO! NO! NO! I don't wanna be a monster!" He broke down and began to cry. "GO AWAY!" He sobbed, tears burning his cheeks. 'It hurts…it hurts so bad…' "GWEN! BEN!" He shrieked desperately.

Gwen's eyes flew open. Kevin's call came to her loud and clear. Mana pulsing, she turned on her heel toward a dark screen and pressed her hand against it. She was surrounded by darkness once more before being thrown onto a bed of shattered glass. She let out a whimper of pain as she stood up, her knees bleeding. 'Ow…' She checked to make sure that there wasn't any glass lodged anywhere before looking around. "Kevin?" She called. A yell of fear answered her call.

"DON'T HURT THEM!" Kevin's voice cut through her mind and heart. "PLEASE! WHY CAN'T I MOVE?! BEN! GWEN!"

He really was scared… Gwen started to run. "Kevin? Kevin! Can you hear me?!" She stopped short at the repulsive scene that was unfolding before her. Kevin was his old eleven year old monster self. Some invisible was holding him down, keeping him from moving a muscle. Right in front of him, was Ghostfreak! Worse still, he had a dream version of herself and Ben in his claws. The ghost let out a haunting laugh and started to squeeze the two dream people, who began howling in pain. Kevin's own howl overpowered any sounds.

"PLEASE! THEY'RE ALL I HAVE! SPARE THEM!" He struggled in vain as dream Ben and Gwen let out their final screams before going limp. "GWEN! BEN!" He began to sob, his shoulders shaking like an earthquake. "No…No…"

"You are all alone, Kevin." Ghostfreak hissed into Kevin's ear. "You have no friends…no family…no love…you are alone. You always will be alone." Kevin cried harder.

"No…I don't wanna be alone…not again…" He began to choke on his own tears.

"You're a monster. You will never change. Everyone will soon know that. Everyone will leave you."

"Not Gwen…Not Ben…" Ghostfreak let out a chilling chuckle.

"You think of that Tennyson boy as your brother when he cannot stand the sight of you. You love that red haired girl but it is all in vain. It is all an illusion. You cannot love. You cannot be loved. Accept it, Kevin. You have no choice." Kevin fell to the ground, gasping for breath.


Gwen had heard enough! With a wild cry, she flew into the air and shot Ghostfreak with everything she had. Ghostfreak turned and let out a cruel cackle.

"You cannot beat me, girl!" His tentacles grasped at her and his claws hovered menacingly. "This is not your nightmare…but it will be the last dream you ever see!" He picked her up and started to squeeze.

'Not my nightmare…' Her thoughts blanked out as blinding, white hot pain shot through her marrow. 'Ow…this hurts…not my nightmare…then why does it hurt?!' She gritted her teeth. 'Why did Grandpa send me down here? I can't do this!' She gasped as she heard a cracking noise. 'Only Kevin can overpower his own dreams…Wait a second!' She turned toward the fallen mutant. 'Kevin needs to overpower this…' "Kevin! Kevin!" She called. He didn't move. "KEVIN!"

"Your attempts are futile, girl!" Ghostfreak snarled, squeezing harder. Kevin lifted his head.

"G-Gwen…?" He gasped quietly.

"Kevin, listen to me! You need to fight this!" Kevin shook his head.

"I can't…it's all true…" Gwen felt circulation to her hands being cut off.

"No it's not! You aren't a monster! You aren't the same as you were! You aren't unloved!" She was going numb.

"I am a monster! Just look at me!" Gwen shook her head.

"I don't see a monster." Small black dots obscured her vision. "I see someone with a good heart! That's what matters! You could look like that or like the mutant you are now or a human! As long as you are as you are on the inside, you are as human as can be!" She was growing limp but forced herself to remain conscious. "And you do love, Kevin! You love Ben! You love your mother! You love me!" She was slipping out of consciousness. "And I love you." She felt herself being thrown roughly to the ground. She felt those annoying pins and needles in her hands as she tried to sit up, still trying to get feeling back in her muscles. Yes! Kevin was fighting Ghostfreak, and unlike her, his attacks were hitting home perfectly!

"GET!" He grabbed Ghostfreak with his Diamondhead hand. "OUT!" His Heatblast hand scorched the alien's disgusting grey flesh. "OF!" He gripped with his two Wildmutt hands. "MY!" His Ripjaws fangs grew more pronounced. "HEAD!" With a roar, he threw Ghostfreak as hard as he could. The monster let out a single yell before being cut off as he disappeared entirely.

Ben saw ghostly tentacles coming out of Kevin's chest.

"It's working! Quick, Ben!" Ben nodded and slammed his hand on the Omnitrix.

"BIG CHILL!" Ghostfreak emerged with a rasp of pain. The two ghostly aliens stared at each other for a few seconds before attacking. He turned intangible and tried to go through Ghostfreak, who also turned intangible. The two circled for a long time before Ben shouted. "NOW!" Max threw the curtains open, filling the room with sunlight. Ghostfreak let out an unearthly wail as he burned in front of their eyes. Ben shuddered as the cinders floated to the ground. "That…" He turned back to normal. "NEVER stops being creepy!" He looked over and Kevin and Gwen. "Why are they still asleep?"

"They'll wake up in an hour, probably. Don't worry." Ben stood up.

"Should we go?" Max nodded.

"Yeah. How about you help me get this equipment all put away back at the Rustbucket." Ben nodded.

"Okay! We'll come back to check in an hour." The two teleported back to the Rustbucket.

Kevin let out a sigh of relief as his arms began to shrink and become fewer. He felt his blue jean jacket and white tee. 'Ah…human…' He sighed in relief. Good thing his thoughts about Gwen brought down that freaky monster. What a nightmare! He shuddered before pushing the thought out of his mind. He was still asleep…relax…he needed to relax. 'Okay…the lake…Gwen…' He felt himself being gently lifted and placed down in the tall grass.

Gwen stared at Kevin as he morphed back to human form. All of a sudden, she saw Kevin beginning to fade as she herself began to drift. Were they waking up? She found herself sitting at the edge of the lake. Kevin was next to her and… Her cheeks turned a fiery red. He was smiling at her in a very…loving manner. He scooted closer to her, wrapping his arm around her waist. 'He doesn't know it's really me! He thinks I'm just his dream! Maybe I should set him straight…' Kevin's soft lips on her own eliminated that thought, along with any other thought, from her mind. Gwen was suddenly fully aware of every feeling going through her. She felt Kevin's lips, which were moving slowly as they kissed her. They were icy cold but so soft… Oh how sweet this felt… Unable to resist, she began to kiss back, bringing one hand up to lightly graze his cheek.

Kevin smiled in the kiss as Gwen's hand touched his cheek. Something was different…although they had only just started, this already was better than any previous dreams. It felt so…genuine. There was a more definite feel to Gwen's warm, soft lips, to her hands that were lightly brushing his skin. Something was different but he couldn't quite put his finger on it. 'Oh well…' Whatever it was, it was a major improvement! So, why worry? He pulled Gwen closer, tilting his head a little, feeling heat flooding from Gwen's body into his. 'Definitely better…' He moved his lips down to her neck. She grew stiff. That was odd… Cautiously, he kissed her right in the curve between her throat and her chin. She sighed softly, melting into his arms. 'That's better…' He moved lower, though only a little lower, his lips tenderly touching her throat.

'Oh…wow…' Gwen's mind worked sluggishly as Kevin gently kissed her neck. She felt him move a little over to the left, right onto her weak spot. As his lips found that spot, she let out a quiet moan. Kevin moved his head up so that he was gazing into her eyes.

"What was that, cutie?" He muttered playfully, nuzzling her cheek. She let out a giggle, causing him to chuckle a bit as well. She had such a cute laugh! And it sounded even cuter this time around! Grinning devilishly, he began to tickle her.

Gwen burst out laughing as Kevin began tickling her. "Cut it out!" She sputtered. "Uncle! Uncle!" Kevin just laughed and tickled harder, making her squeal and attempt to push him off. With a smirk, Kevin leaned over her and kissed her forehead.

"Nice try, Gwen! I'm bigger and stronger than you!" Gwen smirked back.

"Yeah…but I can do this!" She let out a stream of mana, which lightly threw him back. Kevin sat up and blinked for a few seconds before letting out a low growl and smiling evilly.

"Wanna play like that, eh?" He sprang to his feet and ran toward her. She dived out of the way and bolted into the woods. Kevin's blood raced as he pursued.

Gwen had never been so excited in her life! Kevin's heavier footsteps were not too far behind. She quickly jumped up into an overhanging branch and waited. As Kevin passed directly under her, she sprang and tackled him to the ground. Laughing, the two rolled around, each trying to pin the other down, before Kevin finally had Gwen down on a soft bed of moss.

"I win!" Kevin said, victoriously. "Told ya!" His voice then failed him as he gazed down at Gwen, her bright orange hair spread out on the green moss, her face flushed and rosy, her eyes warm and sparkling. Slowly, he lowered himself until he was using his elbows and lower arms to prop himself up. His nose was brushing against Gwen's, they were so close. His lips moved to the far side of Gwen's cheek and kissed her there. He left a series of gentle kisses along Gwen's cheek before finally lingering over her lips. With a barely audible sigh, he kissed her soft lips once more.

Gwen responded immediately, weaving her fingers through his ebony hair, feeling him trembling with pleasure. He was just curling up around her, letting her cuddle close to him, when blackness suddenly surrounded both of them. 'No…we can't wake up now!' She thought in utter dismay.

'Aw…not now…' Kevin thought sadly as he felt himself slipping back into consciousness. He didn't want to open his eyes. He wanted to savor the feeling that still lingered from his dream. Oh how real it had felt!

"Kevin? Are you okay, now?"

'Ben? Why is he here?' Kevin slowly opened his eyes. Ben was smiling down at him.

"Thank goodness! We were really worried!" Kevin slowly sat up, rubbing his head.

"What happened?" Ben gave his shoulder a comforting shake.

"Ghostfreak was in you, but we got him out and destroyed him for good!"

Ghostfreak? Oh yeah, the nightmare. He had completely forgotten. That new dream had his mind very fully occupied… He turned and noticed Gwen sitting close to the bed. She smiled at him and gently touched his hand. A sign of comfort? 'Is it me or is she looking at me differently? I wonder why…'

Later on, Kevin was sitting alone in the woods by the lake. He had left his ID mask in the car but wasn't worried about any strangers finding him. With a soft sigh, he closed his eyes and tried to drift off. Maybe he could start the dream where he had left off… He felt the fluffy moss under him. The setting was certainly ideal…

"H-Hey, Kevin…" Gwen said nervously from where she stood. 'Finally found him…now how do I tell him?' "I…er…want to tell you something…" Kevin patted the spot next to him and she readily sat down.

'Why's she so tense? Is something wrong?' Gwen was clearly avoiding eye contact.

"Listen Kevin…do you remember what happened when you were dreaming?" He nodded.

"Yeah…Ghostfreak was messing with my head but I was able to overpower him. It was like someone was calling out to me…"

"I went into your mind, Kevin. That's what you heard." Kevin tilted his head.

"You went into my dream? That's kinda weird… But thanks, Gwen! You really saved me!" He smiled. Gwen nodded slowly.

"Yes…and…well…I didn't leave right away…"

"Oh, going through my head eh?" Kevin raised an eyebrow, grinning. "No privacy nowadays!" He chuckled a little.

"Sorta…I…was…in the dream you had afterwards…" She finally admitted. There was a long pause while Kevin contemplated this. Then, all at once, a light bulb went off in his head. His eyes grew really wide and his mouth dropped open.

"Wha…wah…I…uh…nuhh…hrmmmmm…." He tried to speak, but wasn't very successful as forming any actual words at first. "Nuh…noh…oh…my…gosh…" He finally managed. "Oh my gosh…oh my gosh…" He groaned loudly. "Aw man!" It was Gwen he had been kissing?! As in the real Gwen?! 'So dead, so dead, so dead…' "Um….um……….."

When it became clear that Kevin wasn't capable of real speech, Gwen took over. "I wanted to talk to you about it…and…ask you something…"

'Oh jeez…' "Listen, Gwen…it's not what you think! I mean…okay it is but-" He was so flustered and panicked, he didn't notice Gwen moving closer. He stopped speaking abruptly as she snuggled up against him. 'Huh…….?'

Gwen closed her eyes and rested her head close to his chest. "Was that all real? The way you were looking at me, smiling at me, holding me, kissing me, was that all real? Is that truly how you feel about me?"

Kevin stopped trying to come up with a convincing lie when he caught the desperate hope in her voice. 'Wait…maybe…she…' He gulped and took a few deep breaths before whispering softly: "Yes…" He closed his eyes before saying, in an even softer voice: "I love you…"

Gwen felt herself melt at Kevin's words. "I love you too, Kevin…so much…" She muttered into his ear, listening to his blissful sigh. She then touched her lips tenderly to his diamond cheek.

Kevin's eyes drooped closed at Gwen's kiss. "Gwen…we can't…" He mumbled as her lips moved along his hard cheekbone. "Not as I am…I don't want to hurt you…" He was silenced as Gwen's lips passionately began to work on his own.

"You won't…" Gwen spoke on his lips as she kissed him. "I trust you…" She slowly ran her hands up his chest, gently pushing him into a lying down position. He happily obliged, surrendering himself to Gwen's slow kisses. 'Yes…that's it…' She poured all of her devotion and passion into her kisses, feeling Kevin slowly opening up.

A haze was growing in Kevin's mind. "We should stop…" He finally managed to say in a voice that was more moan than words. Gwen obediently pulled back, gazing sweetly into his eyes. He was debating on whether to sit up when he felt Gwen's hands beginning to carefully explore. She was so gentle… Her cheeks were growing redder by the second. He whimpered softly, unable to resist. 'Why does she have to be so darn adorable…?' He relaxed his muscles and laid back, his eyes drooping closed.

Gwen kissed Kevin's closed eyelids as she tenderly caressed him. She sang quietly to him, fondling him softly. As she finished singing, she felt Kevin's arms wrap around her, moving her into a comfy position in the moss. She immediately nestled close to him and closed her eyes, feeling Kevin's arms encircle her.

Kevin yawned as he felt Gwen's sweet warmth going into him. He never wanted to move from this spot… "See you in my dreams, love." He whispered affectionately.

"I'll be there…" Gwen replied before drifting off with Kevin to dreamland.

Feel free to bow to me. That was awesome! Though I probably killed a couple Angst lovers in the process… I can't help it! I'm a freaking fluffaholic! (And a major Gwevinholic) Hope you enjoyed! You know, it would be awesome in the Ghostfreak episode if there was a major Big Chill vs. Ghostfreak battle! I mean, they're both ghost aliens and my favorites from each series. A showdown would PWN! Let's hope for more epicness and Gwevinness. See ya'll around!