Characters/Pairings: One-sided Kevin/Gwen, implied Kevin/Ben

Warnings: Gwen angst I guess? And implied boy love.

Disclaimer: Ben 10 does not belong to me; it belongs to Man of Action.

Author's Note: I don't know if I'll ever write a second part to this with Gwen & Ben in the Diner, but we'll see... As always, feedback & con crit would be wonderful! Enjoy!

Just Friends

A green Camaro idled quietly in a nearly deserted parking lot outside an old restaurant late at night. The building was so old the outer layer of paint had chipped everywhere, exposing either cement or another layer of paint that was a vastly different color from the current layer. Various cracks littered the walls, and broken tiles that had fallen off the roof over the years had shattered on the walkway beneath. Its ancient neon sign which read "Mike's Diner & Bar" flickered on and off constantly. A few of the letters in the sign were burnt out so the sign looked like it read " ike' Dine & B r" instead.

The camaro's two current occupants sat patiently inside the car, waiting for the third member of their party to bring them their dinners.

The black haired driver taped his fingers on the steering wheel, his elbow propped on the rolled up window and his chin resting on his other hand. The second occupant remained silent in the front passenger seat, staring blankly outside her window.

"What is taking Tennyson so long to order our food? I'm starving here!" the black haired teen complained, breaking the silence. His stomach growled loudly as if to prove his point.

"I'm sure Ben just got stuck in line…" the red-haired girl mused tiredly.

"What line? There are no other cars parked in this parking lot!"

The girl shrugged, "Well…maybe the chef ran out of something and had to go buy some more."

"Right…" the mutant drawled, "Whatever. I just wish Ben would hurry the hell up."

The girl rolled her eyes, "You are so impatient Kevin. We haven't even been waiting that long."

"We've been waiting for nearly half an hour, Gwen." Kevin deadpanned.

Gwen glared at Kevin for a moment before turning to face her window again, "Not the only thing I've been waiting for…" she grumbled under her breath.

"What did you say?"

"I said it's not the only thing I've been waiting for." Gwen growled, whipping her head around to glower at Kevin, her long hair nearly whacking him in the face. "Why haven't you asked me out yet?" She demanded, her bright green eyes glinting with fury.

"Oi, not that again!"

"I've asked you time and time again and you still haven't answered yet. If you really don't want to date me, why don't you just say so?"

"I don't want to talk about this right now!"

"But I do, and I want an actual answer Kevin. I'm not backing down until I do. Why don't you want me to be your girlfriend?"

"It's not that I don't like you Gwen it's just—"

"It's what? It's just what?"

Kevin sighed deeply, pinching the bridge of his nose with his thumb and forefinger. "How am I going to explain this?"

Gwen crossed her arms; her brows furrowed in anger, but remained silent, waiting.

"Listen, Gwen, you're a nice girl. And a powerful fighter too; I like that a lot in girls…I don't want to hurt your feelings by saying this but…let's be friends okay? I just want to remain your friend, not your boyfriend."

For a few moments the red head looked at him intently, observing Kevin's every movement and scrutinizing his words. Then her body language suddenly softened; she uncrossed her arms, the anger in her eyes faded. A wave of sadness washed over the girl as she broke her gaze, staring at her hands in her lap.

Kevin looked at her worriedly, "I'm sorry I hurt your feelings Gwen. I should have told you sooner. I just didn't know how to tell you." He gently placed his hand on her small shoulder to reassure her. He forced himself to smile.

"It's okay Levin, I understand." The red-head replied, her voice so quiet it was nearly a whisper. "I should have known that you belonged to him."

Kevin slowly removed his hand from her shoulder in bewilderment, "Wha—?"

"I know you have a thing for Ben."

"Where the hell did you get that idea? I do not have a 'thing' for your cousin!"

Gwen's sudden sadness had switched to antagonism, "I've seen the way you stare at him when you think I'm not looking! You've never looked at me the way you look at him!"

"I—I do not stare at him, okay!" Kevin stammered, trying his hardest not to blush and contain his composure, "What's gotten into that head of yours that makes you think I'm gay?"

The red-head crawled over the cup holders and leaned in towards the mutant, so close her nose was mere inches from his face. "Don't deny it Kevin. You like Ben." She murmured. "I know you've had strong feelings that stretch back as far as five years ago when you two first met. You don't want to be with me at all…"

The black-haired mutant glared with anger and embarrassment in his eyes as she spoke, jaw clenched and cheeks flushed.

"Deep down in your heart you wished I'd leave you alone so you can have him instead," the Anodite continued, "But you just didn't have the guts to tell me so." Gwen gave Kevin a serious glare, and slowly returned back into her seat. An awkward silence fell over the pair; the gentle hum of the engine filled the gap where their voices lacked. Kevin was deep in thought, and his light blush had by now turned nearly tomato red. After what felt like an eternity came his shaky response.

"How…How did you know?"

Gwen sighed deeply. "A girl has ways of figuring out things like that." She reached her hand for Kevin's shoulder, "That and you're not so good at being subtle with anything, not even love."

Kevin laughed sheepishly, "Yeah, you're right about that. Although you're not too subtle about your love interests either…"

Gwen jokingly punched Kevin's shoulder with a wry smile. "You are such a tease."

"I know," Kevin smirked his devilish smile, wrapping an arm around her shoulder, "That's why everyone finds me so irresistible!"

Kevin earned himself another punch.

"Listen Kevin, if you want Ben so bad, you go for him. I don't have anything against you two being together. But you better snatch him quick before someone else does."

Kevin frowned, "Gwen, are you totally okay about me and Ben getting together, possibly going out, among other things?" he inquired seriously, his hands gripped her shoulders tightly.

"I'm one hundred percent okay with that."

Kevin released her shoulders. "I just wanted to make sure…I don't want to go out with Ben if I'd be hurting your feelings."

Gwen turned away from the mutant, and sat silently for a moment. Sighing dejectedly, she reached her hand for the car door handle and with a click and a slight push it swung open. She placed her foot gingerly on the cement, leaned her head out the opening and began to stand up.

"Wait, where are you going?"

"I'm going to get Ben and find out what's taking him so long…see if he needs any help." She replied monotonously as she got up out of the car.

"Hey Gwen!" Kevin threw himself towards her and grabbed her hand, squeezing it a bit. "Are you really sure about this?" The mutant's eyes were full of concern. He still hurt her, he just knew it.

The green-eyed girl politely pushed away his hand, "Yeah, I am. I'm willing to sacrifice some of my happiness for my cousin. Now if you excuse me, I'm going to go help Ben out with our dinner." She slammed the car door not too gently and stalked off.

"Gwen!" Kevin called from inside the car. "Gwen come back!"

But she was already too far away to hear him. Even if she could she didn't want to listen to another word. Hot tears streamed down her face, dripping off her chin onto her blouse and shoes. It took all her willpower to keep herself pushing onward, and not collapse in a weeping heap on the cement parking lot. She knew all along it would boil down to this, but it didn't make it any less painful. She took deep calming breaths as she neared the entrance to the diner, her tears ebbed. After dabbing the last few drops away with the back of her hand she opened the door and walked in.

Less than five minutes later Ben and Gwen returned to the camaro with their meals in hand. Both entered the car without a word. Gwen reluctantly returned to the front seat, avoiding looking at the raven-haired mutant, not wanting him to see her dried tears. Ben handed Kevin his dinner before climbing over Gwen to reach his spot in the backseat. Kevin mumbled a faint thank you and began to devour his dinner. Ben and Gwen proceeded to open up their own take-out Styrofoam containers, and the trio ate in silence.

It turned out the chef had ran out of fries when cooking up Kevin's order of a monster burger and chips, (Both Ben's order of a bacon burger and Gwen's order of chicken Caesar salad were long done.) and had to have his assistant cook go pick up some frozen bags of the stuff at a local specialty shop.