Chapter 2! Yay! Okay, now this Chapter contains a combination of Gwevin fluff, Brotherly Bevin fluff, Kevin epicness, you know the deal right? Oh! And I added something else here, a little treat! You know how Ben 10 always does movie and TV references? Well I threw one in here. Free cookies to whoever can tell what line it is and guess what movie it's from! Free cake to the first person! Enjoy!

Kevin moaned as his alarm clock went off. He quickly shut it off with a feeble whack. He opened his eyes to see only blackness. 'Ugh...' It seemed like every cell in his body was filled with lead. His eyes began to burn with a desire to close once more but Kevin ignored it. 'One hour...gotta get down there...and it'll all be over...' His blood seemed to be as thick as Jello. It was a miracle that anything was circulating through his body period! He reached blindly for the bedside table and grabbed his Plumbers badge. 'I'll just...leave a goodbye for Ben and Gwen. I owe them that much.' He choked down some of the warm tap water that sat in a glass next to his bed before turning on the recording mechanism...

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Ben's mouth opened in a face-stretching yawn. "When's something gonna happen?" He mumbled drowsily. "It's eleven o'clock...I wanna go to bed..."

Gwen elbowed him. "Don't you dare fall asleep, Ben! We need to stay awake."

"Should we wake up Mrs. Levin?" Ben glanced toward Kevin's mom, who had finally lost her battle with sleep.

"No. Let her sleep. We can handle this on our own, whatever it is."

"I just don't get it. What could be making Kevin leave every night when he's in this condition? How can he even bring himself to get out of bed! I mean, he looks like the living dead right now!" Ben punched a pillow and rested his head on it. "I mean, it just...doesn't make sense.

"I know! I mean-" Gwen stopped suddenly when the sound of footsteps came to her ear. "Pretend to sleep! Quick!" She closed her eyes and tried to listen...

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Kevin clutched the hand rail so tightly, his hand was turning even whiter. Blood circulation was being rapidly cut off. He gasped for breath as he took the stairs one at a time. He practically fell over when he reached the bottom. He smacked his hands against the wall and tried to prop himself up. 'Come on, Kevin...Focus...' He groaned softly as his head started pounding even more than it was. 'Just go toward the door...' He felt along the walls until he had a weak grasp on the doorknob. He took a deep breath before slowly turning it. It took every ounce of concentration in his head to accomplish this simple feat. Clutching his side as he left the security of the wall, he stepped outside and stumbled toward the car.

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Ben and Gwen watched out the window as Kevin fumbled with his car keys. "He's actually going to try driving?!" Gwen gasped, her mouth hanging open.

"I think so!" Ben muttered, raising his eyebrows. "Wherever he's going, it's gotta be important." He started pressing buttons on the Ultimatrix. "Once the car starts, I'll go Jetray and we can follow him from the sky."

"Okay..." Gwen's eyes glittered fearfully as Kevin's car started and began to drive jerkily down the road.

"JETRAY!" Ben shouted as they walked out the door. "Let's go!" Gwen grabbed a hold of his foot and he shot up into the air. "Looks like he's heading toward the abandoned side of town...Tech deal perhaps?"

"How could a tech deal be so important that he risks his health like this! I mean, look at his driving!" Gwen winced as Kevin swerved to the wrong side of the road. "Thank goodness no one else is out at this time of night!"

"He's stopping...over by that abandoned alley. Should we land?"

"No...let's hover above so we can see what's going on before we jump in."

"Check."

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Kevin wanted nothing more than to collapse against the wall, but he would rather die than kneel at Morningstar's feet! 'Heh...talk about irony...I'm dying anyway...' He laughed softly to himself, nearly falling over as the vibrations hurt his balance.

"Ready, Kevin?" That familiar cold voice called from the shadows. Smirking, glowing, sparkling, Michael Morningstar walked toward Kevin. "You know, I'm almost sad that this is over. This has been rather fun." He raised a hand and mockingly brushed Kevin's sweaty black locks out of his face. "I haven't felt better in weeks! Anything I can do for you before I kill you?" His voice was full of glee.

"Eat garbage. Jump off a cliff. Smash yourself against that brick wall. Laser yourself. I could go on and on. Anything appeal?" Kevin rasped, flinching away from Morningstar's hand and trying to grip the brick wall.

"Attitude as always..." Mike laughed darkly and put a hand on Kevin's chest. "I'll make this nice and slow...so you'll have time to...pray."

Kevin was too weak to scream when he felt the black energy starting to drain what was left of his strength. He was so far gone by this point, he wasn't even feeling any pain. It was more of an unpleasant twinge coming from a distance than anything. 'Dying...isn't so awful...'

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Gwen's eyes grew wide before narrowing with rage. "Take us down, Ben!"

Ben was already entering a free fall, his eyes glinting green with anger. "MICHAEL!" He shouted, shooting a green beam down at the disgusting Edward Cullen twin.

Mike looked up and a smirk came to his face. "Ben...and lovely Gwen...what a surprise..." He took his hand off of Kevin and allowed him to slump down against the brick wall. "Look, Kevin! Your friends came to say goodbye!"

Kevin could just barely see the shadowy shapes of Ben and Gwen standing by Morningstar. "N-Nuh..." He tried to call out. "Go...Go back..." He moaned.

"Kevin..." Gwen gasped. He looked like he was two seconds away from death. She turned on Morningstar. "What have you been doing to him?!"

Mike smirked. "Hey, Kevin agreed to this! Don't be mad at me!" He indicated the near-unconscious Kevin. "It was either this, or all three of you would have died last week."

Gwen's eyes flared with mana. "Let him go, filth!" She shot a magenta beam at Morningstar, which he quickly absorbed.

"I do apologize, lovely Gwen." Mike chuckled softly. "I am more powerful now than you have ever seen me before!" He raised his forefinger and shot a wave of gold at her, knocking her into a wall.

Kevin blinked and tried to stand. "N-No..." He gasped. He pressed his hand against the cement ground and tried to concentrate.

"Don't think so, Kevin!" Mike called behind him. "You can't even stand! Do you honestly think you have the strength to absorb anything?"

'I gotta...' He clawed desperately at the ground, feeling his energy ebbing slowly away. 'Come on...'

Ben let out a howl of rage. "YOU ARE GOING DOWN!" He shot toward Morningstar, who easily shot him back against a brick wall next to Gwen.

"You're out of your league." Mike rolled his eyes. "Pitiful. You hardly put up a fight." He raised a metal gloved hand and brought it down hard against Gwen's head, knocking her out. He then pressed the symbol on Ben's chest, making him human again and gave him a blow for good measure. "Your energies will do quite nicely..."

"NO! GET AWAY FROM THEM! WE HAD A DEAL!" Kevin felt black spots obscuring his vision. 'Shouldn't have shouted...' That outburst seemed to be sapping the rest of his strength. 'Gotta...stay...awake...' He tried to sit up against the brick wall without success.

"You should understand, Kevin: Deals change. I would think that someone like you would know that by now!" Mike closed his eyes and smiled at the familiar sensation of the Tennysons' energy going into him, making him so strong... "I should be thanking you. Without your generous donations, I wouldn't have had any hope of defeating these two!"

"No..." Kevin's flickering eyes grew wide with horror. "You...tricked me..." He clenched his fists. "You had no power this whole time... I could've beaten you that first day... Now..." His eyes scrunched shut in pain and anger. "I'm so stupid..."

"Can't argue with that!" Mike chuckled. "You have always been rather dense. Don't worry, Kevin. I'll let you live." A dark smile crossed his face. "Slowly killing you was fun, but I rather like the idea of letting you live on in misery, letting you live knowing that you brought about Ben and Gwen's deaths."

"You're disgusting..." Kevin snarled. "You...you monster!" He spat, trying once more to force himself to his feet. He could see Ben and Gwen fading faster and faster by the second. They had looked like zombies for too long already! Now, Kevin could see them beginning to lose their spirits. Their eyes were dim. He only had a few minutes! Desperately, he pressed his hands against the brick wall. 'Come on...come on...'

"You can't absorb anymore, Kevin! Weren't you listening to me earlier? I drained you within an inch of your life! You have no power!" Mike laughed. "Your attempts are futile." He smiled as the power increased still more.

'Come on! Absorb! I need strength! I need energy! I need power! Please!' Kevin closed his eyes and prayed silently. 'Let me be able to beat him. Please. Please...' Above him, a lightbulb flickered

"You know, Kevin...I've always enjoyed draining Gwen more than anyone else..."

'He's trying to distract me! Gotta ignore him!' Kevin focused every muscle in his limp body on absorbing the brick wall he was lying against. The lightbulb flashed on and off. Kevin felt a familiar tingling sensation going through his body.

"Her energy...is so...mouthwatering..." Mike drank in another wave of power and sighed. "It's such a pity. She was such a waste with you."

Kevin felt anger surging through his veins. The lightbulb shattered, showering him with splinters of glass. Sparks fell on Kevin and were absorbed into his skin. 'Wha...' His eyes grew wide. 'Is this...'

"Weren't you, Gwen?" Mike took a step forward and touched her withering cheek with his gold glowing hand.

"DON'T TOUCH HER!" Kevin shouted. He pressed his hands against the brick wall and scrunched his eyes shut.

SMASH!

CRASH!

CRACKLE!

Every lightbulb in the alley suddenly shattered. The lamps that illuminated the abandoned street all went out, plunging the area into what should have been total darkness. Only two lights lit the area. One was the gaudy golden light that surrounded Mike and his victims. The other was a new, pure electric blue aura that illuminated...

"Impossible!" Mike gasped, taking a step back.

Kevin narrowed his eyes as they sparked with rage. He raised a charged hand and a bolt of lightning struck the ground next to his opponent. He pointed a crackling finger at Mike and spoke in a low, deadly voice. "Put. Them. Down."

Mike recovered from his shock and forced his trademark casual smirk back onto his face. "You don't scare me. You've just made this more interesting!" He abandoned the Tennysons and turned fully toward Kevin, sending a wave of yellow light at him.

Kevin leaped backwards and retaliated with a stream of blue sparks. He had never felt so alive! This was what power felt like! He had almost forgotten... It had been so long... He closed his eyes and could see everything! Electric currents were running through every surface around him. They were in the walls, under the ground, in the sky, within his own skin. Every second, the electricity fed him, made him stronger, faster, braver. He could see where the currents hit a certain point on Morningstar. He saw his weak spot! "You..." He raised a hand as another gold beam shot toward him. "Won't..." He caught the beam and held on. "Hurt..." He began to drink the gold into the palm of his hand, recycling it. Making it something new. "Anyone..." He caught the correct electric current and began to pull. "AGAIN!"

Mike screamed as he felt a sudden tugging sensation at his insides. It was as if someone had pulled a plug and every ounce of energy within his body was leaking out! "Stop! Please!" It kept leaving. It was going...going... His face became gray and withered. Going... His hands trembled. Going... He was beginning to feel faint. Gone... His vision went black and he collapsed.

Kevin lowered his hands and breathed a sigh before walking back to his car. 'Thank goodness I have this...' He pulled a mini Null Void projector out of his trunk and aimed it at Darkstar. "I don't envy you when you wake up." He muttered with a grin as his arch nemesis disappeared with a flash.

Sorry...I wanted to make the battle scene more epic but, if there's one thing I have problems writing, it's battle scenes. *sigh*

Kevin then rushed back over to Ben and Gwen. "Come on, guys...please be okay..." He checked their pulses and breathed a sigh of relief. "Come on...let's get you back home."

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Gwen opened her eyes slowly. 'Wha...?' Suddenly, everything snapped back into reality and she sat bolt upright. "Kevin! Ben!"

"Huh?"

Gwen turned to see Ben lying down next to her, blinking sleep out of his eyes. "Ben?" She looked around, trying to figure out where they were. "Kevin's room?" She turned back toward Ben. "What happened?"

"Beats me..." Ben groaned and rubbed his head. "The last thing I remember is Mike knocking me out." His eyes grew wide. "Where's Kevin?!" At that moment, the door opened and Mrs. Levin walked in carrying a breakfast tray.

"So you two finally woke up." She set the tray down on the bedside table and smiled. "Kevin told me quite an interesting story. You'll have to ask him about it when he wakes up."

"So Kevin's okay?"

"Thanks to you."

Ben and Gwen looked at each other. "How could that be?" Gwen wondered. "We were knocked out pretty quickly."

"Like I said, Kevin will explain. In the meantime, why don't you eat? I'll send Kevin up when he wakes up." She walked out of the room

"I just don't get it..." Ben muttered. "Hey. It's Kevin's Plumber badge." He noticed it as he reached for a piece of toast.

"I guess he left it here." Gwen said as she leaned over it to get an apple.

"VOICE RECOGNIZED. GWENDOLYN TENNYSON. PLAYING RECORDED MESSAGE."

"What?" Ben said before a hologram of Kevin appeared in front of them. Gwen picked up the badge and held it in front of them. Kevin looked horrible and pale, just as he had the other day. He gazed at them with dull eyes and began to speak.

"Hey, Gwen. Hey, Ben. If you're seeing this, I'm probably dead by now. I can't tell you why I'm dead or why I've been sick. It would put you at risk. I just want to say a few things, that's all. First of all, I want you two to take care of each other. Watch each others backs since I can't do it for you anymore. Okay...let's see..." He breathed a sigh before continuing. "I'll just give a special message to each of you. Here goes... Gwen, I want you to know how much you mean to me. That day back over a year ago when we first saw each other again...I don't know if you remember but I do. I didn't want to help you guys track down the Highbreed. You put your hand on my shoulder, looked me in the eyes, and spoke to me like a human being. I can't even begin to describe what that meant to me. It's thanks to you that I'm no longer a conman. It's thanks to you that I am who I am today. I fell in love with you that very second, Gwen and that love only increased as time went on. Just know that I love you, and I'll never forget everything you did for me. Thank you...for everything."

A tear ran down Gwen's cheek and she smiled softly. 'I remember that day, Kevin... The way you looked at me...that's what told me there was something special about you...'

The hologram flickered and trembled, as if holding the badge and speaking so much was a terrible drain on Kevin's strength. It focused again and Kevin continued, clearly trying to keep his voice strong. "Ben...I don't know where to begin. I hated you for so many years. You caused me so much grief. You're a total idiot...and I wouldn't have you any other way. You let me into the group and trusted me despite everything I had done to you in the past. You helped me through so many hard times and taught me how to become a better person. You're my best friend, Ben." He paused. "No...more than that. You're the little brother I never had. I know you'll take care of Gwen when I'm gone. Goodbye, Ben 10. You're a true hero...in more ways you can imagine."

Ben's eyes grew wider and wider throughout Kevin's message. 'No way...Seriously? He really...Brother?!' At Kevin's last sentence, Ben's face softened into a smile. 'Wow...'

"Don't be too sad, guys. You made my life worth living and I can die happily knowing I did what I did for you. Keep fighting and never give up. This world, this universe, needs heroes. It needs you guys. Keep your heads up and make sure to give any villains you meet an extra pound for me. Oh! And one more thing..." The hologram Kevin grinned weakly. "If only to honor my memory...Please don't let any monsters trash my car! Bye guys. Kevin Levin out." The hologram disappeared, leaving the two cousins to their thoughts.

Ben was the first to speak. "I never knew Kevin thought of us that way..." He muttered.

"Yeah..." Gwen glanced at Ben. "I'm gonna go downstairs." She pushed the quilt off and started toward the door, Ben following.

Kevin was still half asleep as Gwen and Ben knelt down next to the couch. He blinked blearily before grinning. "So we're not dead. I call last night a total success."

Gwen leaned down and softly kissed Kevin's forehead. She placed his badge on his chest and brushed some of his black locks out of his face. "I think you have some explaining to do."

Kevin chuckled. "Yeah...I guess..." He propped himself up on his elbows before continuing. "Mike Morningstar came to me a few days ago. He was able to subdue me every time I attacked him. I might have been able to beat him but...well...I was scared..." He sighed. "Morningstar said that he had enough power to kill you both and I believed him. He said that he'd leave you both alone if I let him slowly kill me. It was either that or he probably would have killed me right away then..."

"Kevin..." Gwen gasped. "Why would you do something like that?" How could he make himself suffer like that alone? "Why didn't you tell us?"

"He would've killed you if I had told him. And I did it because...well...I'd rather die knowing I protected you than die knowing you'd soon join me. Even if he'd let me live, I would have hated life without you. I mean...you two mean more to me than anything..." His face turned a little red as he spoke.

"Oh Kevin..." Gwen hugged him tightly. "You mean the world to us too."

Ben nodded his head and grinned at Kevin as Gwen pulled away. "We're not letting you leave us just yet!" He looked Kevin up and down. "Wow! You look great! What happened? You looked like death only last night. Also, how'd we get out of that?"

"Well..." Kevin paused before extending his hand. The lamp that sat by the sofa went out and his hand was surrounded by electricity. He focused it into a ball in the palm of his hand. "I got my old powers back!" He closed his hand and the energy sank into his skin. "When I saw Morningstar hurting you...I just got so angry. Next thing I knew, every street lamp went out and I was able to drain Morningstar within an inch of his life and send him headfirst into the Null Void."

"Amazing...what did it feel like?"

"Like...I could do anything. I felt so powerful..." Kevin yawned loudly. "But right now...I just feel like sleeping for a few months!"

"Why don't you?" Ben asked, patting Kevin on the shoulder. "You deserve it! When you feel better, we'll go to Mr. Smoothie! I'll buy you this great new blend I discovered! It's got cucumber, caramel, vanilla, carrot juice-"

"Ben!" Kevin's eyes widened with disgust at Ben's description. "I was on the brink of death all week! Do you honestly want to send me back there again?!"

All three of them burst out laughing. Ben then pulled the blanket up around Kevin's shoulders, hesitated for a millisecond, and then draped an arm across Kevin's chest in a brief hug. "You know...you're a hero too, Kevin." He smiled softly. "In more ways than you know."

Kevin smirked and gripped Ben's shoulder affectionately. "And don't you forget it."

Gwen leaned down and gave Kevin a long, slow kiss. She ran a hand softly across his chest and stroked his cheek.

Kevin whimpered quietly and tilted his head, bringing one hand up to cradle Gwen's face.

"Ugh!" Ben turned away and pretended to throw up. "Please! I just had breakfast!"

Gwen ignored Ben as she pulled away. She gazed into Kevin's dark eyes and whispered into his ear: "I love you, Kevin."

"Love you too..." Kevin muttered, closing his eyes. "Don't let me sleep too long, kay?"

"Okay, Kevin." Gwen stood up and walked over to Ben, who was still gagging.

"Just do me a favor...DON'T kiss when you wake up!" Ben groaned. "Or in front of me at all for that matter!"

Kevin turned onto his side and began to drift off. "Sure thing, Ben..." He crossed his fingers under the covers. "Sure thing..."

This story turned out pretty nicely... I'm patting myself on the back here! ^_^ This story didn't have any of my famous make-out scenes but I think it was fluffy in its own right! I wanted to balance the Brotherly Bevin and Gwevin a little more evenly in this one. Does anyone else want to see Darkstar return and watch Kevin destroy him? Let's have a show of hands, people! Please review. It makes Kevin happy!