Well, my friends... You got something good out of this whole ordeal with Kevin turning evil. Now that my Angstitis is gone, I am feeling more inspiration for Ben 10 than I have felt in ages. I recognize Man Of Action's skill in hitting me so well in the emotional department. But WHY is it always when Kevin is mutated? That was what made me into the Gwevin Prophet the first time and it's what's bringing me back now! I guess it's because, despite the pain, this is probably the best plotline Ben 10 has seen in ages. Well, you probably saw my two Angst fics I wrote the other day. This one...well...it's gonna have some of my trademark fluff but you'll have to bear with a little bit of Angst because it's inevitable in this scenario. But there will be plenty of comfort and hugs! Promise! Because Kevy needs it... Takes place a few days after The Forge of Creation. Enjoy!

Ben stared dully at the television screen. He had seen this episode of Sumo Slammers already. He munched mechanically on the popcorn on his lap, not even tasting the salt or butter. Food just didn't taste right anymore. His thoughts were always on Kevin...his best friend...who was now his enemy again.

Beep, beep, beep.

Ben started and looked down at his wrist. Someone was trying to talk to him through the Ultimatrix. For a second, he considered just ignoring it. He really didn't want to talk to anyone at the moment. 'Pick it up, Ben!' An inner voice scolded. 'Just because you're sad doesn't mean you don't have a responsibility!' Sheesh...his inner voice sounded just like Gwen... Grimacing, he pressed a button on the Ultimatrix.

"Ben Tennyson!" Azmuth's hologram leaped up in the beam of light from the watch.. Ben stared nervously down at it.

"Uh...Hi Azmuth! How's life?" He said, trying to sound cheerful but failing miserably. "You, um...wanna talk to me about how the universe is saved and all that?" 'Of course not! He wants to yell at you! What else does he ever do?'

Azmuth narrowed his eyes. "As a matter of fact, I do! Do you have any idea what has been released into the universe? Because of your incompetence, a monster even greater than Aggregor is running loose!"

"Kevin chose to absorb the Ultimatrix! I didn't tell him to!"

'Yes you did.'

'Yeah but...well...that was a different me!'

'Excuses, excuses...'

'Get out of my head, Gwen!'

"If you had kept Aggregor from the Forge of Creation in the first place, Kevin wouldn't have had to absorb!" Azmuth's arms flailed angrily. "Now we have an even bigger problem! What's stopping Kevin from trying to achieve ultimate power? And if you were powerless against Aggregor, you're going to be next to worthless against Kevin!"

"Thanks for that little boost to the ego..." Ben murmured sarcastically.

"Spare me your attitude! You premature humans can never understand the magnitude of-"

Beep, beep, beep.

"Whoops! Sorry! Got another call!"

"I'm not-!"

Ben pressed another button, replacing Azmuth's image with...Gwen's! "Hey, Gwen. What's up?" Her face was so pale...even on the hologram, he could see the dark circles under her eyes. Despite how strong she had acted at the Forge, Ben knew how much Kevin's change was hurting her. She looked like she hadn't slept at all since they returned.

"It's Kevin." Gwen's voice cracked as she said his name. Her hand which held her own Plumber badge trembled. 'Stay strong, Gwen. Stay strong.' She took a deep breath before turning back to Ben's image. "He's on Earth." That knowledge made her both happy and depressed. Excited and terrified. Hopeful and hopeless. "I just got a call saying that he's at the old nuclear power plant. Remember? Where P'andor tried to absorb all of that energy?"

"I remember." Ben muttered grimly, already getting an idea on where this was going. "Is he trying to..."

"Absorb the power there? Yes. Already started."

"I'm on my way!" Ben ended the transmission with Gwen before walking outside. 'Let's see...this looks like a job for Jetray!' He slammed his hand on the watch. He could feel himself morphing...changing... "XLR8!" He shouted as the green light cleared. He blinked a few times. "Huh...not what I was going for but...it works!" Sliding the protective black visor down over his face, he sped off.

He had forgotten how great it was to be XLR8. 'I guess seeing my old self made me kinda nostalgic...' He could feel his wheeled feet speeding over the ground. There was no friction, no fatigue, no worries! He dodged objects with his speedy reflexes. His exhilaration was so great, he almost passed Gwen's house entirely. "Whoops!" He came to a quick halt. Unfortunately, he misjudged his position and ended up falling head over heels. "Ouch...I guess I'm a little rusty..."

Gwen looked down at her cousin with a wry smile. "Haven't seen him in a long time!" She commented, kneeling down. "You okay?"

"Yeah." Ben replied, knowing full well Gwen wasn't really talking about his fall. He got back to his feet and held out his arms. "Ready to go?"

"No. But do we really have a choice?"


Ben felt his stomach drop as the power plant came into view. He remembered that battle with P'andor... It stood out in his mind as one of the times when his team was totally in sync. They had used strategy and played off each others' weaknesses and strengths in order to finally subdue the powerful radioactive alien. 'P'andor is within Kevin...' Ben thought to himself, remembering how Kevin had taken the five aliens from Aggregor. 'They all are...' This made what Gwen and Ben were going to have to do even harder. Not only would he be fighting Kevin, but he'd also be, in a way, fighting the five innocent souls who had only wanted to go home. After halting at the entrance, he pressed the symbol on his chest and turned back to normal.

Gwen stared morosely at the dark, gaping doorway leading into the plant. The workers had all fled by this point. She could hear the faint sound of movement inside and her heart did several backflips. 'Kevin...' She turned toward Ben. He didn't say anything. He just put a gentle hand on her shoulder and nodded his head. She smiled weakly before taking a deep breath and approaching the interior.

'Power...so much...so...delicious...' Kevin's green eyes widened with manic pleasure. He could feel it...raw nuclear energy...becoming his! All his! The part of him that held P'andor's power was especially pleased. He loved it! So many aliens...he could feel all of their powers, strengths, weaknesses, thoughts... 'More!' He drank in another wave of fresh vigor.


Kevin spun around. Who dared to interrupt him? Who? He wasn't surprised to see that it was Ben and Gwen. Those two troublesome worms... Probably here to try to beg for him to come back to them. They'd lecture on how important friendship was and blah, blah, blah.

'Gwen! Ben!' An annoying voice shouted in the back of his mind. Kevin snarled in agitation. He thought he had shut that voice up! It didn't have the strong, rich tone that he possessed. It was purely human and whiny. He wished it would just die already. 'Gwen!' He felt a twinge in his skull as that other, beaten, subdued side of him pounded futilely at the wall he had built around his heart. It was worthless! He was stronger than that maggot!

"Don't interfere." He growled aloud to the Tennysons. "You can't stop me." 'I hope they do try...they'll be so fun to kill...'

'NO!' He felt his soul jump for a moment. Quickly, he beat down on that insignificant alter-ego. He didn't need it ruining his fun...

"Don't make us do this, Kevin!" Ben called to the monstrous form of who used to be his closest friend. He could feel his chest hurting like crazy at the thought of having to fight the person who had been his older brother for the past year and a half.

"'Don't make us do this, Kevin!'" Kevin said in a mocking voice. "You're pathetic! Both of you! You don't understand what strength is!" He raised his Taedenite arm and pointed it at them. "Now, you got ten seconds before I start shooting."

Gwen felt her heart shatter into a million pieces. Before she could stop herself, she started running full-speed toward Kevin. "Kevin!"

"Gwen! Stop!" Ben shouted.

"Ten...nine...eigh-ONE!" A beam of bronze colored electricity shot toward Gwen's head.

'GWEN!' He beat down the voice once more as Ben shoved his cousin out of the way of the blast, sending both teens tumbling to the hard floor. He scowled at the relief felt by that weak side of him.

'Pipe down!' He grumbled mentally. 'You're making me nauseous!'

Ben groaned as he stood up. He turned his gaze back toward Kevin, feeling a sinking sense of defeat. "I guess it can't be helped..." He muttered, beginning to flip through the dials on the Ultimatrix. 'Best make this quick...' Scrunching his eyes shut, he hit the watch. "CHROMASTONE!"

Kevin shot another shockwave at Ben, who absorbed it and attempted to send it back in a prism-like beam. Kevin just laughed as the beam went into him. "That won't work, Tennyson!" Laughing with fiendish pleasure, he shot a flurry of sharp Taedenite crystals which were blocked by a wall of mana.

Even through the shield, Gwen could feel the sharp edges of each light green missile as if it was scratching at her own skin. 'Why do I have to do this? Is this some kind of sick joke?' She thought mournfully as she sent an energy disk at Kevin, who absorbed it. She felt the shield shatter under a flow of fire from Kevin's Swampfire hand.

"Come on, Gwen!" Ben called out to her. 'This isn't good...we need a new plan...' He could see the reluctance plain on her face as she turned toward him. "Come on!" His voice was both urgent and tender.

Gwen forced herself to turn away from Kevin and run after Ben, dodging propelled attacks as she ran. Both she and Ben kept running until they were well outside the factory gates. Gwen collapsed against the wall that fenced the area and sank to the ground. "He's worse than I thought..." She murmured, her green eyes glinting with tears.

"I know..." Ben agreed, sitting down next to her. "And I can't bring myself to fight him fully..."

"I don't care how big of a threat he is." Gwen moaned, putting her face in her hands. "I won't hurt him!"

"Maybe there's another way..." Ben said thoughtfully. "I mean...he turned back to normal the first time. If only I could figure out how..."

"Why couldn't this have been like last time?" Gwen ran her fingers agitatedly through her hair. "At least his mind was human then. We were able to help him...at least by being there until we cured him..."

"Yeah...if only it was..." Ben's eyes suddenly widened. "Last time!"

"Huh?" Gwen looked up, her eyes rimmed with red.

"Last time!" Ben said, an excited grin coming to his face. "How did he become mutated last time?"

"The Omnitrix malfunctioned..." Gwen wasn't sure where Ben was going with this.

"And how did he change back?"

"The Omnitrix was destroyed." Gwen said simply. Ben grinned at her for a few minutes while her mind went over what she had just said. Then, all at once, she could feel a little lightbulb appearing over her head. "The Omnitrix was destroyed!" Her expression darkened an instant later, however. "Wait...does that mean you're going to..."

"It worked the first time, didn't it?" Ben shrugged his shoulders before looking down at his wrist. "Ultimatrix. Voice Activation on."

"Voice recognized. What is your command?" The mechanical voice said in a jerky fashion.

"Ultimatrix, release." The band that secured the Ultimatrix to Ben's wrist immediately let go.

"Release successful."

"Ben..." Gwen started nervously. "Are you sure?" 'Yes he is! Shut up now!'

Ben locked his emerald eyes with Gwen's. "I'm sure, Gwen."

"Are we sure it will work?"

"Nope, but I'm willing to risk it." Ben opened his mouth to give the next command.

"Ben!" Gwen stopped Ben before she could stifle her own voice. "What will you do? I mean...you don't have any powers so..."

"I'll manage." Ben said shortly. Before Gwen could say anything else, he said: "Self destruction sequence. Activate."

"Destruct sequence activated. Ultimatrix will self destruct in twenty seconds."

Ben turned to Gwen. "How far do you think you can throw this?"

Gwen took the watch in her hand and took a deep breath. "Pretty far." She watched as the countdown went down to ten seconds. 'I hope this works...' Her hand became surrounded by her classic magenta aura and she propelled the piece of Level 10 tech into the sky.



Ben and Gwen both clasped their hands to their ears as the Ultimatrix was destroyed with an earth-shattering clap. Still trembling from the repercussions, they turned on their heels and ran back toward the factory.


'Just a little more...' He was partially happy, partially dismayed that he was almost done. He'd have to find another place to feed soon... He extended his hand and was just touching the hot metal when he suddenly felt something slamming into his skull. He clapped a mangled hand to the back of his head, howling in agony. He spun around, seeing red, ready to kill whoever had hit him. No one was there. 'Wha...' "AAAARRRRGGGHHH!" He fell to his knees, clutching his scalp.

Pound. Pound. Pound.

He felt himself being beaten further and further into the icy cold ground with each strike. His muscles started contracting. His bones were crackling. His flesh was writhing. He was becoming smaller. 'What is this? No! Stop! Stop!'

'Yes!' The weak voice sounded. It was stronger...

'Get back!' He snarled, falling trembling to the ground. Taedenite was falling like rain.

'No! I'm coming out! YOU get back!' It pounded him once more.

'No...get...get...' It was getting weaker...weaker...gone...

'Yes...I'm...I...' Kevin felt his hands grow soft again. The ugly influence in his heart faded with every pulse of pain that went through him. He flinched, squeezing his eyes tightly shut. It hurt... It was wonderful! But it hurt...

The pain...it was receding now... 'Gone...all gone...leaving...' His head still hurt, but...the pain was going. Still, something was wrong. His head...it didn't feel completely right. Thoughts weren't completing themselves as they streamed unchecked through his mind. 'Hands warm...soft...hot metal...cold...pulse...beating...mind...skin tight...head...' He opened his mouth to let out a groan...but nothing came. His eyes snapped open. 'Wha...?'

"Kevin!" Gwen stared down at the fallen form of her boyfriend. He was on the ground, curled in a ball, trembling slightly. She knelt down, touching his ragged, ripped black shirt. "Kevin...are you okay?" She asked hesitantly. He was back to normal but...something was wrong...

'Voice...voice...Gwen...' He stared dumbly into a pair of grass colored eyes. 'Green...leaves...emerald...eye...Gwen...eye...red fire...Gwen...' She touched a hand to his cheek. 'Light...feather...touch...Gwen...' He opened his mouth to speak...but not a sound escaped his throat. His voice...it was gone! He couldn't speak! 'Voice...speak gone...silence...'

"Kevin, it's us." Ben bent down and set himself next to Gwen so he and Kevin were eye to eye. "Don't you...recognize us at all?" Kevin's eyes were more bleary than they should have been...

'Ben...talk...Ben...' Kevin found himself reaching out and touching his fingertips to Ben's cheek. 'Warm...face...Ben's face...real...' He brushed his other hand against Gwen's face. 'Soft...Gwen...real...here...' His hand traced the side of her face. She was smiling...her eyes were closed...his fingers touched something wet. 'Wet...wetness...' He pulled his hand away. His other hand touched something wet. He pulled it back too. 'Wet...wet...red...red wetness...blood...' His eyes widened with horror. 'Blood...shot...crystal shot...me...I...hurt...I hurt...Ben...Gwen...' With a silent yell, he jumped up and backed away from the Tennysons.

"Kevin!" Gwen stood up. "It's okay! It's us!" 'What's wrong with him?'

"Calm down, Kevin. You're fine now." Ben felt his brows furrowing. 'What happened?'

'No...I...pain...cause pain...can't be...near...' Tears swam in his eyes, blurring his vision even more. Wildly, he ran past Ben and Gwen, toward the door. 'Away...leave...hurt...pain...must...leave...'

"Kevin!" Gwen could feel herself beginning to cry as she made to follow him, only to be stopped by Ben. She turned angrily on her cousin. "Let me go! We need to-"

"We need to let him be." Ben stared at the doorway where Kevin disappeared. "He needs time to himself."

"But he might get-"

"We'll keep an eye on him from a distance." Ben assured her. "And we'll intervene if something bad happens, but forcing him will only make it worse."

"I...okay..." Gwen muttered, her shoulders slumping and her heart deflating. "I guess it's the best we can do...but...when can we-"

"One week." Ben said, guessing at her question. "We'll try to talk to him again in one week."

Gwen bowed her head in defeat. "Fine...one week..."


Kevin looked around. He could remember...there was a place...an old hideout...he lived there when he had first escaped the Null Void. It was a little on the outskirts of Bellwood... If only he could remember... There! It was an old, abandoned warehouse. No one had used it in years. The wood was a little more rotten than he remembered... 'Rotted...wet...' He crawled through the sunken in entrance, pushing some rusty nails out of the way as he felt his way around. There was a pile of moldy blankets in the corner, right where he had left them. He wiped some of the white fungus off of the faded blue scraps of cloth before pulling them over himself. He shivered once before his body heat began to warm up the damp coverings. 'Warm...damp warm...'

His thoughts trailed back to the factory. He had hurt Ben and Gwen. And he had enjoyed it. He hadn't wanted to but...he had. What was wrong with his mind? Why couldn't he speak? Why couldn't he think in complete sentences? All that came and went in his mind were...images. He could see himself fighting the two most important people in his life. 'Life...hurt...me...bad...' He sneezed into the wet blanket and curled up into a tighter ball, eventually falling into a fitful sleep.

Well what do you think? Should I keep going? I think so! You know, I honestly think that destroying the Ultimatrix will be how they get Kevin back. You know what my theory is? I think Kevin changed back to normal the very first time when Ben had the Omnitrix removed. You know how Gwen talked about how hard it was to remove it the first time? And you know how the aliens were different when Ben put it on in AF? I think the Omnitrix deactivated or "broke" when Gwen and Max forced it off and that caused Kevin to change back to normal. That's just my thought... And to explain Kevin's little...problem at the end of this Chapter, lemme ask you this: Do you think that ANYONE can handle turning into a monster THREE times and becoming evil TWICE without feeling any physical or psychological effects? Honestly, if Kevin is completely normal when he turns back for real, I will be stunned. Gimme reviews! Reviews are love! You're likely to be hearing a lot more from me in the Ben 10 department though! Hasta la pasta!