A/N:No OCs here... This is primarily Kevin-based, with Buttercup, Ace, and Gwen featured. And a little bit of Ben, because Hurt/Comfort!Ben is a bit of a guilty pleasure.

Also, I would like to thank my beta, the ever-awesome lightningbird, who also inspired this story with her portrayal of Kevin in Haywire, which you should go read right now if you haven't already. Her stories are amazing, and I like her AU better than canon. There, I said it.

My Fusion Fall background? I've played the game here and there, but the plot is what really makes me happy. I've been a PPG fan since age eight, and my little brother got me into Ben 10 Alien Force/Ultimate Alien in high school. I've floated around both fandoms with short stories and one-shot work here and there. I've also written a bit in Foster's Home for Imaginary Friends, most notably a co-authored piece several years ago with the great Dude13. I kind of love Foster's. And PPG. And Ben 10. And Dexter's Laboratory. Those are my favorites.

Those who are wondering, Buttercup is and always has been my favorite PPG, not because I'm anything like her, but because she's the angsty-est (is that a word?).


It really was not any of his business. He just wanted to find Ben; it really should not have been that hard. But of course this was DexLabs, and nothing was simple.

Kevin Levin aimlessly wandered around the building, turning down each winding corridor as they came. The thing was like a maze. Ben wasn't answering his phone, but from his experience, he'd been finding that the cell phone service sucked. If he didn't know better, he'd say that Dexter did that on purpose. It wasn't like the guy didn't have the means or brains to fix it. This place is like a freaking maze, he thought, sighing inwardly as he turned yet another corner.

But it was a pain in the ass, so now he had to go look for Ben. Right now he was on the third floor, peaking into a closed conference room. To be honest, he was getting kind of thirsty, and the soda machine by the wall looked so shiny and new. He reached into the pocket of his pants to pull out some loose change, analyzing the types of soda offered. It wasn't a smoothie, but it would have to do.

Suddenly, a light turned on in the empty conference room, and he could tell someone was in there. Kevin froze where he stood by the soda machine, looking over his shoulder. The room had glass windows around it, but they apparently didn't see him, as the door was wide open for all to hear.

"You wanted to talk to me, Ace?" Professor Utonium inquired, eyebrows raised.

"Uh, yeah, Mr. Professor. Sir. It's kind of important. At least to me, sir," another voice cut in, obviously Ace.

Kevin recognized his voice from the Gangrene Gang concerts, and put two and two together to figure out that this was Buttercup's boyfriend, that guitar player guy. He was a bit older than her, probably in his early twenties as opposed to her mid-teens. It was a little bit of an age difference, but they had all heard what had happened to the girl and how he had helped her, so everyone was a bit more forgiving than they normally were.

Oh, and they were kind of in the middle of a war, and everyone's normal behavior was completely out of the ordinary now.

His thoughts were interrupted by the Professor, who said, "Well, I'm here Ace, although I'm not quite sure why." He didn't sound irritated, merely calm. And concerned, maybe for his daughter.

"This is gonna sound crazy. Just don't tell me how dumb I am 'til I'm done, okay? This is kinda hard for me to do," Ace began.

Kevin could hear the curious and sincere smile in the Professor's voice. "I'm all ears."

"Well, it's about Buttercup, you see. Y'know we've been datin' for a while now, and with the war going on and everything… Oh, crap, this is harder than I thought it would be…" Ace was breathing very heavily, obviously nervous. "Anyway," he continued, "I really love her. And I want to keep her safe. Every moment I'm with her, whether we're at practice, or on stage, or on a date, or just hangin' out, I feel like I'm not seein' her enough. I really like her, sir. A lot. She's the best thing that ever happened to me. I know I'm older than her, by a lot… But I don't care anymore. I… I want to know… I want to know if you'll give me permission to ask her to marry me."

Kevin didn't dare move. Oh lord, was this guy going to get it. This wasn't some random little teenage brat they were talking about. This was one of the Powerpuff Girls. Worse, this was the Powerpuff that had just been separated from her sisters for an extended amount of time. This would not end well.

The Professor didn't answer at first. "This isn't because… You two aren't…"

Kevin was suddenly embarrassed for Ace. He felt awkward enough talking to Gwen's parents at all. He couldn't imagine talking about that.

"No! No, nothin' like that, we haven't…" Ace trailed off. "No, it's nothin' to do with that. It's just, there's this stupid war, and… We're losin' more people every day, Professor. People are dying out there. I love your daughter, and she loves me. She's strong and smart, and everything I'm not. This isn't about sex. This is about bein' with the girl I love, because we're in the middle of a war and I want to do everything right while we can."

Kevin was shocked. That certainly wasn't what he thought was going to happen.

The Professor was still quiet, and Ace mistook his silence for disapproval. "I know, I know you just got her back. I'm not tryin' to take her away from you or anything," he said quickly, tripping over his words. "I just really love her, and—"

"I know, I know you do, Ace, and I appreciate that," the scientist finally said. "You seem to want the same things for her that I do. You make her happy, and I see that. But you're both so young… I wonder if you're not rushing into things a bit."

Damn, this is getting hotter than a plot… er, that cute blonde chick on that soap opera Gwen likes to watch, Kevin thought.

"With all do respect sir, I don't think we are. There are people dyin' out there every day. Kids, even. I'm not tryin' to be all… uh, pessimistic? I'm not tryin' to be pessimistic. I just want to take advantage of the time we have together, because y'never know what could happen. And it is Buttercup. Who knows if she'd even say yes?" Ace explained, and Kevin could see from his shadow that he was talking with his hands.

"You haven't talked to her about this at all yet?" Professor Utonium asked, clearly shocked. "Not even a little bit?"

Ace shook his head. "No, sir. Not at all. I wanted to talk to you first."

The Professor turned away, towards the window, and Kevin had to slide around the corner so he wouldn't be seen. He was silent for a moment, and then said, "I just got her back. I don't want to lose her again." His voice was quivering, and Kevin wasn't sure he'd ever heard the scientist lose his cool like that. "I just got her back," he repeated, and Kevin could sense how distraught he truly was."I don't know if this makes me a bad parent, but I want her to be happy. And I know that I won't truly be losing her if she's with you."

"Wait a sec, are you sayin'—"

"—yes? Yes, I am. Do you know why, Ace?" the Professor inquired.

"Why?"

"Because you kept her safe for me. And you talked to me first before you did anything with her. You've been a true gentleman, Ace, and that shows how much you've changed since you were that rowdy teenager waiting to beat people up outside the grocery store. You've been truly responsible," he stated, as if they were talking about some kind of scientific theory instead of his daughter's love life. "And you respect her. You said 'Who knows if she'd even say yes?' and I understand you value her opinion and would never pressure her into something she didn't want to do."

Ace seemed awestruck. "Thank you, sir! You won't regret this!" He turned to leave, and Kevin retreated further back into the hallway.

"Oh, and Ace?" the Professor called after him, "You weren't expecting that answer, were you?"

"No, not really."

"May I ask why?"

"Because frankly, Professor, you scare the shit out of me."

They turned and let the room, laughing, and Kevin looked for a quick escape. He thought he had miraculously escaped until he heard the Professor say his name. "Kevin, the orange soda is the best. It's not overly sweet, or too citrus-y. I think you'll like it a lot."

The scientist winked and left Kevin alone, mouth agape.


"Did you hear that Ace proposed to Buttercup in the middle of the concert last night? She looked at him like he was from another planet!" Ben reported, head back in a full laugh.

They were sitting outside on the grass, picnicking for lunch. It was a nice day in March, and the soft spring weather was just starting to kick in.

"That's sweet," Gwen said. "And her dad's okay with that?"

Ben shrugged, shoving a handful of potato chips into his mouth. "Uh-huh."

"How about her sisters?" Kevin inquired, head tilted with interest. "I can't imagine they'd be thrilled."

The brown-haired boy swallowed. "You could hear Blossom and Buttercup yelling all the way in the cul-de-sac. I think Bloss is just gonna have to suck it up. I think Bubbles is excited for all of the planning, though."

"That should be interesting. I don't think Bubbles's butterflies and flowers will match up with Buttercup's taste in… well, everything." Kevin mused, polishing off the last bite of his third sandwich.

"She and Blossom have not been getting along at all," Gwen chimed in. "Blossom's used to being the leader, but some time away from her sisters has given Buttercup some independence, and I don't think Blossom's okay with that."

"It's not her life. I've worked with Blossom before, and I think that's just how she shows love. Dexter said that Blossom was really worked up over Buttercup's disappearance. I think she's really upset that it's so soon," Ben said, standing up. "Anyway, I gotta go. I promised Dexter I'd look over…"

Kevin either didn't hear or didn't care to hear what Ben said next. He would never let Ben know it, but he resented the way Ben always seemed to have somewhere to go, someone to see. And most of the time, his busy day usually involved the redheaded genius himself.

He did not understand their friendship. They were in the middle of a war here, and as much as everyone appreciated the weapons and resources Dexter gave them, Kevin could not figure out exactly what Ben saw in Dexter. Where did friendship lie with someone who so cold and withdrawn? It just did not make sense to him.

Gwen must have noticed Kevin's distress, for she asked about it. "What's bothering you? You're really quiet."

"He's always hangin' with that weird Dexter kid. He doesn't have time for us anymore," Kevin explained, articulating his thoughts.

As soon as he said it, he almost wished he hadn't. As much as he trusted Gwen, there were some things he didn't like to share. He always had that weird boundary line of friendship and teammate with Ben, and he didn't like to share his feelings about stupid things with Gwen.

"I miss him too," she admitted, breaking through his thoughts. "A lot. We hardly see him anymore, and he's always busy. Or fighting."

Ben was leading the front lines of the defense, and they constantly worried for his safety and wellbeing. They went days and sometimes weeks without hearing from him, and both of them feared that one day they'd get the worst news of all.

Kevin had not expected Gwen to agree with him, and was not sure how to react. "And that Dexter guy…"

"Kevin, we wouldn't stand a chance against Fuse without either of them. Maybe it's the pressure of knowing that the entire world's fate is in their hands. I miss him too. He's my cousin, and my best friend, and I don't know what I'd do without him. But sometimes he has adventures we can't be a part of, and I guess we just have to deal with it and enjoy him while he's around," Gwen thought out loud, twisting a strand of her long red hair around a finger as she spoke.

Kevin just looked at her.

"What?"

"How do you always know how to say the right thing?" he asked as he wrapped his arms around her.

She looked up at him and smiled. "I just know you, that's all."


A/N: Thanks for reading, and please leave a review if you feel so inclined. This story will have 20 chapters.

-Marty