(A/N) Well…Truthfully, it's been a long while since I've watched any sort of Ben 10 related episodes on Cartoon Network, so…I'm not even going to bother trying to fit this into the canon timeline. (:

(Notes) AU-ish, since I'm lazy. This is Ben/Kevin (or, more correctly, Kevin/Ben, but whatever). There's a high chance of OOCness. Ye have been warned. (:

Requested by animeangel088…who apparently won't be using this account anymore, but I wasn't left any other name so…Here you go. I took some liberties with the prompt you gave me, I hope you don't mind.


There were a lot of things Gwendolyn Tennyson took pride in – her brilliant grades, her beautifully flowing red hair, and her ability to kick butt while wearing heels to name a few. However, of her potentially sharp-witted, but infuriatingly otherwise cousin, Benjamin, she was not.

Gwen was currently tapping the eraser end of her pencil against her homework as she listened to said Ben complain to her via telephone. She started working out a problem as she asked, "You did what?"

"I broke up with Julie," Ben repeated for a third time.

"Uh-huh," Gwen replied mindlessly as she checked her answer. Then her brain processed Ben's words and properly replied. "Wait, what? Why?"

"I…Er…It was…" Ben stumbled over his words. "It was always…awkward around her. I mean, she's smart and pretty and nice and all, but…I never really had any uhm…romantic feelings towards her."

Check, check, and check. Gwen had always thought Julie was smart, and nice, and pretty. But, she had also thought that the two had been totally into each other, so she concluded that there must be some other issue that Ben wasn't telling her about. "And…?" she prompted.

There was a moment of silence in which Gwen thought the call had been dropped before Ben replied with, "…And what?"

Gwen withheld a sigh as she suspected Ben was being ignorant on purpose. "What else aren't you telling me, Ben?" She asked, using her warning tone.

There was more silence before Ben quickly said, "I gotta go, sorry. I'll talk to you later," and hung up.

Gwen rolled her eyes and returned the phone to its cradle. Well, she would worry about Ben later. She had some homework to complete.


When Ben finally met her at the school entrance, Gwen noted Ben's farewell to a certain upperclassman with interest.

"You're still talking to that guy?"

Ben looked away from the street, where he was most definitely not trying to avoid Gwen's gaze, to look at her. "Who?"

"You know."

"I don't."

Gwen closed her eyes in irritation. "Kevin."

"Oh, him. Yeah."

"You befriend the guy, the guy stabs you in the back, you avoid each other for the better part of five years, are forced to work together for class this year, start another tentative friendship - which I'm still completely against, might I add, the guy practically forces himself on you while you were still obviously with Julie, and you still have no problems with talking to him?"

"Uhm…That's about it. Yeah," Ben replied, looking back out to the street.

Gwen let herself sigh this time. "Ben, of all the stupid things you can do…Why continue being friends with him?"

Red visibly crept along Ben's cheeks as he looked anywhere but at Gwen.

Her irritation melted away as it was replaced with concern. "Ben?" When he remained silent, her worry grew. "Oh dear…Ben, you don't…like him, do you?"

Ben startled as if he had something to feel guilty about, and reluctantly nodded.

Gwen bottled up her exasperation for some other time and asked, "When did you notice?"

"A few months ago…I think…"

"Not after…that, right?"

Ben's face grew even redder. "Before that."

'That' was Kevin's aforementioned attempted molestation of Ben. It had happened a few months ago, and Gwen was still hazy on the details, but one afternoon Ben had slipped into Gwen's room and immediately proceeded to have a panic attack. Ben's face had been redder than red, his hair a mess and his clothes rumpled, and his words had been jumbled up, but Gwen had managed to get the message – or so she thought. She never realized that part of the reason Ben had been panicking was because he had known he had liked it far too much.

"Oh no," was all Gwen could say.

Ben nodded pathetically.

A moment later, Gwen huffed. "So why don't you go for it? You already broke up with Julie. What's left to lose?"

Ben was forced to look at Gwen indignantly, for the sake of the remnants of his pride. "This is Kevin we're talking about."

"So? He might be nice about it," Gwen offered, all the while not entirely too sure of herself.

"…Right," Ben deadpanned as they reached the point where their paths home separated, "Seeya."

"It could happen," Gwen called out as she watched him walk away.


Gwen spent the better part of the next day hunting down the young man known as Kevin Levin. It was a Saturday, so she was free to roam about the city in search of the elusive man. It wasn't until a little after noon that she finally remembered he worked part time as a mechanic.

With this in mind, she finally located his workplace, and was able to slip into the garage unnoticed.

"'Fess up."

There was a loud bang followed by a few choice curses before Kevin rolled out from under the car rubbing his head. He narrowed his eyes, but it was a mutual, almost false, animosity he conveyed. "What in the world are you talking about?"

Hands on her hips, she glared down at him. "I don't know how, maybe it has something to do with you two being total dimwits, but you have gotten Ben completely delusional about his feelings towards you."

All Kevin could do was blink and look a little, well, dimwitted. "…What?"

She opened her mouth to profess Ben's sudden like towards him, but then closed it when she realized how utterly stupid that sounded even in her head. So instead, she shook her head, said, "Never mind," and left.

This, indirectly, led her to talk to her old chemistry teacher on Monday before classes started. Why? Because this chemistry teacher just happened to be Ben and Kevin's current teacher – the same exact teacher that had forced them to work together despite both party's complaints.

"So, in conclusion, you want me to aid you in playing matchmaker?"

Gwen smiled. "Yes."

Her old teacher hummed in thought. "Yes, well, I suppose you were one of my best students. I think I will be able to pull a few strings here and there for your little quest."

"Thank you so very much. I'm sure the relationship between them will develop so much more rapidly, and in a positive direction."

"Yes, if that would save a few students from a few minor burns that would be lovely."

And thus, with her devious plan set, Gwen was able to sit back and gloat and generally feel very proud of her ability to come up with dastardly plans to hook up her cousin and who was potentially said cousin's best friend.


"That's stupid, why would we do a Secret Santa exchange in the middle of May?" Kevin loudly protested in class the next day.

"Because I said so, Mr. Levin."

"It makes no sense," he stressed. "I mean, come on, we don't even have much longer until school gets out for the summer. And some of us are graduating might I add."

The chemistry teacher simply smiled at that. "All the more reason to create more lasting...bonds with your fellow classmates, am I right? And if you do not wish to call this a 'Secret Santa exchange,' a gift exchange will do just fine, correct? I believe calling this idea by different names will not change the purpose of the idea itself. Any more objections?"

Ben gave his teacher a suspicious look, and with surprising acuity on his part, asked, "This isn't rigged, right?"

With a simply wolfish grin, which Ben absolutely did not trust, his teacher replied, "Oh, not at all, not at all."

Ben remained silent but kept his skeptic look as he reached into the hat for a name. Oh, and lo and behold, the name he should pick out? Ben glared at his teacher. "I thought you said this wasn't rigged?"

Surprised at such audacity, she merely replied, "It isn't. What luck you have, Mr. Tennyson."

Something was terribly off about the way she had said that, but of course, once again, Ben remained silent and quietly seethed in his seat, hoping his glare would burn the paper before him, resulting in him having to pull another name.

However, luck was obviously not with him as the paper failed to combust and simply sat there, laughing at him.

It only made matters worse when Kevin was more vocal about his dissatisfaction and the two had locked eyes only seconds after his outburst. It was then that Ben just knew Gwen had something to do with this.


"Gwen, why?"

Gwen held the receiver away from her ear as she tried to complete an essay. "Because you wouldn't stop griping me about it."

"Griping you? What are you talking about? I only just told you about this…this…crush," he ground out the word like it left a particularly bad taste in his mouth, "Once."

"Yes, yes, but if you think about it, before that you were always complaining to me about your…relationship drama with Julie, and after that all you ever talk about is him. I have to admit, I seriously doubt your masculinity right now."

"What, a guy can't talk about his feelings?"

Gwen sighed. Well, she could always do homework later, when it was time for normal people to be asleep. "I didn't mean it like that. Don't you think you're concerned a little…more than normal about him?"


"I think this is more than just a small crush."

"…What are you getting at?" When Gwen didn't reply, Ben worriedly asked, "Gwen? What are you talking about? Gwen?"

"What I had for Kevin, now that was a crush. What you're afflicted with on the other hand…"

She could just imagine Ben paling right now, as his brain quickly sorted through the implications. She knew Ben caught on a lot more than he let people know, but sometimes she wondered just how often he put that part of his brain to good use.

Ben groaned. "But, Gwen, How can you even think that? Isn't it weird at all to you?"

Gwen shrugged despite Ben not being able to see her. "Don't you think it's weird that after all that's happened between you two, you're still willing to be his friend?"

"Well, yes, but…"


Ben sighed in resignation. "So what in the world am I supposed to do about this…gift exchange?"

Gwen tilted her head as she finally scribbled down the answer to one of the questions. "You'll figure something out."

"You're such a wonderful cousin."

"Your sarcasm is much appreciated."

"So is yours."


It was Friday, and the last class before the lunch break, so of course they spent the period exploring emotional chemistry through the art of secret gift exchanges rather than spend time looking at the more scientific chemistry.

As most of the class were preoccupied with each other, it was simple for Ben and Kevin to slip out of the room. While Kevin reveled in the dumb 'luck' that they just happened to draw each other's names, meaning that no one would rightfully bother them for the next hour or so, Ben was desperately trying not to let his nerves get the best of him.

"So, you wanna go first?" Kevin graciously offered.

"Oh no," Ben replied with a mocking tone, "Go right ahead."

Ben grew a little worried when Kevin appeared a bit hesitant (because a hesitant Kevin was always something to be worried about), and proceeded to grow even more nervous as Kevin started out with, "I know this didn't work out too well the first time around but…"

Ben panicked as he quickly realized where this was all headed and did not fail to take a step back as he pushed Kevin away. Cheeks taking on a reddish tinge, he frantically said, "Not here. Anyone can walk bye at any moment!"

Kevin smirked in amusement. "So later would be fine?"

"Su…No! I mean ye…Wait, no!" Ben only grew more flustered as he backed away and tried to formulate a reply. Yes? No? For goodness' sake, maybe? In the end, Ben spluttered out a stubborn, "Fine. Whatever."

Satisfied, Kevin felt at liberty to ask, "So what'd you get me?"

Reluctantly, Ben handed Kevin a little paper.

Eyebrows rising with curiosity, Kevin took the paper and read it. Immediately, he grinned and, quite smugly, said, "An IOU, complete with a little smiley face. Lovely."

Blush turning darker, Ben protested, "It was all I could come up with on such short notice. It's not like your idea was any more original."

"Don't get your panties in a knot, Tennyson. I like it."


"You heard me."


Kevin's smile turned from mischievous to downright devious. "So you owe me, right?"

"Well, yes, that's the general idea of an IOU," Ben replied hesitantly, the red finally fading from his cheeks.

"To be effective immediately?"

Trying to figure out what Kevin was trying to achieve, Ben simply replied, "I…guess."

Kevin's smile turned into a grin. A deadly one, if Ben ever had to describe it. "Awesome."

Ben opened his mouth to question what was so awesome about a last minute, poorly done, extremely lame IOU, but wasn't able to get much asking done. In fact, it was quite difficult to complete any sort of speaking with another mouth over his.

For the record, he most definitely wasn't enjoying it. His hands really meant to push the older teen away, not to link together behind his neck. And his mouth really, really meant to stay shut and not allow any access whatsoever to Kevin's tongue.

For the record, Ben should feel ashamed for thinking of such outrageous lies.

They separated after a few long moments on the account of the necessity to breathe every once in a while.

Trying to be discrete about his lungs' quest for oxygen, Ben asked, "So was that your gift or mine?"

Kevin smirked. "Does it matter?"

Ben leaned in; as much as he tried to resist, he felt compelled to know what it felt like to lean against Kevin, even if it was only this once. "Do you really want me to explain the differences?"

Kevin, who generally disliked lengthy explanations full of unnecessary words and knew Ben would do so just to spite him, simply said, "I'm keepin' this either way," and waved the small IOU in front of Ben's amused, green eyes.

Grinning and leaning in even further, Ben asked, "Who says you're ever going to need it?"

"Safety nets are important to have," Kevin informed before pulling Ben in for another kiss.

When Gwen saw no sign of Ben during lunch, she awarded herself with a mental pat on the back, and when Ben was thirty minutes late in meeting her in front of the school, she found that she could care less – especially when Ben ran up to her, apologizing profusely, yet with a strange…glow about him that Gwen couldn't quite place.

When Gwen got home later, she also found that she actually wasn't quite sure where this was all heading, and whether or not Ben and Kevin could actually have a lasting relationship of any sort. But, for the sake of her nerves and pride, Gwen waved those thoughts away and merely hoped that she was right.