Author's Notes: I've wanted to write a chapter-length Ben 10 fanfic for a long time now. Laziness and other work kept me from starting. When I finally got around to starting, I was originally going to use a different idea but then this plot bunny snuck up and jumped me. Fortunately it happened during my winter break, leaving me plenty of time to develop the story and write the first chapter.

Please note that grammatical errors in dialogue are there because the character is making a grammatical error, not because I am.

Summary: AU. The mysterious Cirque du Monstre travels the country, alluding suspicion from authorities and attracting audiences of all sorts. Its members are all freaks in one way or another: a woman with the ability to manipulate her hair, a man who has breath that can decay anything in its way, a boy who can burst into flames, and so on. One day, the cirque arrives in the small town of Bellwood and a group of friends go to see the performances. When one of the acts, a monster in a cage, turns out to be a familiar boy from the past, Gwen decides to free him from his prison. Thus begins a harrowing journey of action, evil clowns, betrayal, pain, secret deals, and love. Enter the cirque if you dare.

Rating: T for language, violence, and themes

Pairings: Gwevin, Benlie, Mike/Gwen (at the beginning)

Disclaimer: I don't own Ben 10. I also don't own the quote at the beginning.

"The meeting of two personalities is like the contact of two chemical substances; if there is any reaction, they transform."
- Carl Gustave Jung

Chapter 1: Two Worlds Meet

She couldn't believe she had gotten separated from her parents especially after they had explicitly warned her not to get lost in the crowded streets of New York City. The 10 year-old had been dazzled by the large city, her young eyes busy trying to take in all the sights. A particularly bright display had caught her eye, a crowd had hustled by, and then neither of her parents was by her side.

Gwen Tennyson's green eyes scoured the crowds, looking for any trace of her mother's red hair or her father's distinct figure. But there were too many people and they were pushing past her, shoving her further and further away from her parents. She yelled out a few times, but it didn't travel far over the din of the city.

She took a steadying breath. Okay, I just have to think rationally… I should find an open area and then plan my next move. I can go to the police station. They'll be able to help. Of course Gwen didn't know the way to the police station, but it felt good to have a plan and she instantly began walking, no longer adrift aimlessly in the crowd.

Before she got far, a hand wrapped around her upper arm and tugged her to the side. Gwen's eyes widened in panic and she opened her mouth, but another beefy hand slammed down on her mouth. She struggled futilely in the tight grasp.

"Now, now, calm down, girlie. I ain't gonna hurt you." The man chortled, his voice deep and raspy. He pulled her further into the shadows of the alleyway, away from the lights and glamour of the populous streets. Here, her senses were assaulted by destitution, her nose stung from the odor of garbage and smoke.

"What ya got there, Henry?" Another man materialized from the shadows, drawing a cigarette from his mouth. The man's squinty eyes wandered over Gwen's body shamelessly. A thin trail of smoke fled his parted lips.

"A girlie I picked off the streets." Henry answered, retaining his steady grip despite Gwen's increased struggles.

"You know, we ain't lookin' for a girlie tonight. We need to find the punk who trashed our place. But…" The man's eyes gleamed like a shark's as he brushed a hand through his dark curls. "I can't say no to some fresh meat even if she ain't too well-developed."

Henry cackled, "Knew you couldn't resist, Edward. Let's head back to our place. It's trashed, but better than this alley. Less people around to hear the screams." Henry grinned widely, showing off his yellowed teeth.

Gwen thrashed more violently in Henry's grip, but he simply laughed. "You ain't gettin' away from me, girlie. I never let go of my prey."

She wanted to unleash her Taekwondo moves on this man and his friend, but his grip gave her no leverage to do anything. And with her mouth closed, she couldn't even try reciting any of the spells she had recently started learning. Tears pricked at the corners of her eyes, but she didn't let them loose. She refused to cry in front of the men.

They marched her through alleyways and deserted streets, going into the seedier part of the city. At first, Gwen attempted to memorize the route, but the winding nature of their travels was impossible to map out and she eventually gave up. She would just have to run randomly once she got away. If she got away.

The thought chilled her. What if she couldn't get away from them? What if this was the end of the line for her? Just as quickly as the despair rolled over her, a fixed resolve set over her. She had dealt with much worse before and she wasn't ready to give up to a pair of perverted criminals. They would release her mouth eventually and then she would make her move. A few magic words and boom! Well, she wasn't quite sure what she would do yet, but she instantly began going over the spells she knew for one that could aid her escape.

"Here we are, home sweet home." Edward announced, tossing his cigarette to the side and stamping it out. "It's a bit wrecked, but it's as good a place as any."

A bit wrecked was a large understatement. The building was a rickety two-story house that had seen better days. Its windows were boarded up and the door hung open. Inside the derelict building, furniture had been slashed, the walls were covered with scorch marks, and bottles littered the floor. There was a strong scent of beer and cigarette smoke as well as something smokier, as if there had been a fire recently. One of the walls had a gaping hole through which one could see the kitchen.

Gwen startled at the sight of a young boy, only a little older than her, standing in the kitchen. He had his back to them as he rummaged through the cupboards. What's he doing in a place like this? He doesn't look like he was forced here… Is he one of them?

Her latter thought proved incorrect as Edward shouted, "It's the punk!" A wicked grin stretched across his face. "We'll see how the kid likes us now."

"Yeah, he'll pay." Henry echoed Edward's sentiments with the same amount of malicious glee. Edward drew a revolver from his belt, prompting Gwen to try and yell a warning to the boy. When that didn't work, she kicked at one of the bottles lying on the ground, sending it into the wall with a clunk.

The boy turned around. He stared at them through the hole, noticed the gun, and then dived to the side, just as Edward fired. The man frowned, disgruntled, before walking warily to the door to the kitchen.

"Now, girlie, you shouldn't be helping the crook. He thrashed our house and you saw him stealin' food from us. Kid deserves to die, way I see it," Henry lectured Gwen, removing his gagging hand to reach for his own gun.

It was all the time Gwen needed. "Ignis tangere," she muttered the words and instantly her skin grew blazing hot.

"Ahh!" Henry let out a holler of pain, releasing his tight grip on Gwen to shake his blistered hand wildly through the air.

Gwen twisted around and ran to the door. She stopped at the frame to look back at the scene. Henry still held his red hand, yowling in pain. Her eyes drifted to the open kitchen door, reluctant to leave behind the mysterious boy. Even if he was stealing food and somehow linked to the wreckage of the place. As she stood contemplating the choice, there was a bright flash and a holler from the kitchen and the boy came charging out.

"Go!" He shouted at her.

"Hey, come back here!" Henry yelled after them, drawing his gun.

The boy, as he ran past Gwen, grabbed her wrist and tugged her along with him. There was a bang as the gun went off, but the bullet missed them both. Gwen, figuring she wouldn't be able to get out of the sprawl of alleys herself, allowed herself to be led by the boy.

As they ran, Gwen examined the boy. He had black, greasy hair and dark eyes. His skin was pale, a stark contrast with his black clothing. His clothing was dirty; his shirt torn at the sleeves, his cargo shorts blackened with dirt, and his boots caked with grime. A lock hung on his chest, swinging as he ran. He didn't look awful, but he looked nothing like any of the kids Gwen knew. There was something about him that said he had experienced more horrible things than most kids their age.

Several minutes after running, the boy explained, "I know a place we can hide. The bastards won't find us there."

She blinked in surprise at that word. Bastards. Sure, she had heard it said on the tongues of adults when they thought she wasn't around, but never from a kid her age. So what was different about this boy that he could say it without any reservation? Curiosity for the kind of life he led and how he had escaped Edward welled up in her.

"I have to get back to my parents." Gwen reminded herself just as she informed the boy. "They'll be worried that I've been gone for so long."

The boy glanced at her to assess whether she was serious before coming to a halt and releasing her. They stared at one another, dark piercing eyes into bright green eyes. Finally he glanced away and then back at her.

"Well," he started slowly, "I suppose I could help you out." Hope jumped in Gwen's heart. "I know these streets pretty well."

"That would be great!" Gwen responded brightly, feeling repentance for any bad thoughts she had harbored about him. Sure he looked a bit scary and sure he had stolen food, but he was offering to help her now. Maybe he was just a golden heart thrown into the wrong circumstances.

"But I'll need a price." The boy finished, crossing his arms with a smirk.

Gwen's shoulders dropped and she glared at the boy. The bad feelings from before returned. "I don't have any money if that's what you want."

"Your parents have money," he replied pointedly.

"So you want ransom money for me?" Gwen asked, disgust filling her tone.

"More like payment for my services." The boy shrugged. Noting her revolt, he added, "Hey, I gotta make a living some way."

Gwen considered his bargain, glancing around at the unfamiliar surroundings. It was night; it could take hours to wander around by herself. Not to mention, she was hungry, cold, and tired. Her eyes fell back on the smug boy.

"Fine. You have a deal."

The boy extended his hand and she took it hesitantly. They shook on it and then the boy introduced himself, "Name's Kevin Levin."

She didn't offer her name to him, not feeling like introducing herself to the deceptive boy. When she didn't give her name, he shrugged nonchalantly, "So where you stayin'?"

"Embassy Suites." Gwen answered shortly.

"Follow me." Kevin began walking and she followed after him.

The first few minutes were spent in dead silence. Despite the curiosity eating away at Gwen, she was adamant on not speaking to the boy. Not after he had requested money to help her out. No, he would take her to her parents, she would give him the money, and then they would part ways. Maybe she would even tell someone about him and they could pick him off the streets. Throw him into a correction facility or a juvenile delinquent center, wherever they sent people like Kevin.

Kevin's voice broke into her thoughts. "How'd you get away from the guy?" Gwen glanced at him and he added, "The guy who was holding you."

"I know who you meant." She didn't want to talk about her spells with him, but she had to say something. "I take taekwondo. As soon as he loosened his grip, I fought my way out."

When Kevin spoke again, he sounded impressed. "I wouldn't have guessed a kid like you able to get away from a guy like that."

"Well, I did." Irritated by the condescending way he had said 'kid', she added, "And you're a just a kid too."

"Yeah, but I've got experience in this sorta stuff." His voice was cocky again as he smirked and puffed up his chest.

"In dodging bullets and messing with other criminals?" Gwen asked, voice twisting derisively.

Kevin frowned for a second before the smirk was reinstated. "In taking care of myself. The world's a big, scary hell of a place. You have no idea what it's really like when you're living in a white picket-fence house."

Gwen ignored his gibe, not bothering to answer him. Yet her mind spun. Was he an orphan? Had he just run away from home? Had his home been unbearable? Had his parents kicked him out? Gwen couldn't imagine any of those scenarios, so different from her loving family and comfortable home, but she tried anyway.

Kevin tensed suddenly, glancing over his shoulder. "Did you hear that?" He asked, dark eyes scanning the shadows.

"No." Gwen stopped to turn around. She couldn't see any movement, but she looked warily anyway. "You sure it wasn't a cat?"

He scowled. "I can tell the difference between a cat and – Get out of the way!" The words hadn't even fully hit Gwen before the boy barreled into her, pushing them both to the filthy ground. There was a loud bang; a bullet flew through the place she had been standing.

Gwen felt cold all over. She had been so close to getting hit, but Kevin had helped her. He had shoved her out of the way before the bullet could rip through her and extinguish her life. Even though he had probably only done it for the cash, she felt gratitude towards the boy.

"Come on, get up." Kevin grabbed her hand and pulled her off the grimy ground.

"You ain't going nowhere." Henry muttered, walking out from the shadows. He held his gun out in front of him, pointing the tip from Kevin to Gwen to Kevin again. "After what you did to Edward."

Kevin smirked. "Really? I thought it was an improvement."

"Kevin, now's not the time to be joking around." Gwen whispered to the boy. She still didn't have a clue what the boy had done to Edward, but she didn't like their odds against a man with a gun. Even with her magic.

"Just run ahead. I'll be right behind you." Kevin smirked at Henry. Rather than running, Gwen pulled a pocket-size book out and began flipping rapidly through the pages. She knew she had read something useful, something that could help them out. "You wanna see if you can do any better than Edward?" His hands tightened into fists.

"Why you!" The man steadied the gun at Kevin. "Die, you fuckin' bastard!" He shot and Kevin's eyes widened in panic.

Simultaneously, Gwen held out her hand and muttered, "Celatus!" A wavering, blue shield materialized in front of Kevin and her.

The bullet lodged into the shield, which then broke apart, bullet falling motionless to the ground. Kevin and Henry both stared in awe at where the shield had been. Henry's mouth moved, but no words came out. She wasn't sure what Kevin's face was like, as she was behind him, but she was certain it was similar to Henry's.

Kevin recovered first from this paralysis and Gwen learned a second later why he had recovered faster than Henry. "Looks like you're out of your league," Kevin quipped.

He stepped forwards, electricity appearing around his hands. It was Gwen's turn to be shocked. She hadn't considered that the boy could have powers, but it made sense. How else would he have gotten away from a man with a gun in the first place?

"You're both f-f-f-fr-fr-freaks!" Henry shouted, his gun trembling in his hands. He shot again, but his shot was wild and it hit the wall.

"That really hurts," Kevin replied sarcastically.

"Kevin, don't!" Gwen shouted, but it was too late.

He had shot the electricity out at Henry. It jumped across the man's skin, eliciting agonizing screams. His skin blackened in places as he fell to the ground, writhing like a hooked fish.

Gwen couldn't tear her eyes away from the sight. It was much more pain than she had ever seen on anyone's face and even though Henry had been a criminal, she felt pity for him. Bile rose in her mouth and she nearly retched.

"Why not?" Kevin asked casually as if he hadn't just fried a person.

"Why not?" Gwen tore her eyes away from the man to stare disbelievingly at Kevin. "He was a human being! You can't just go around killing people no matter how despicable they are."

Kevin's dark eyes smoldered. He pointed an accusing finger at her. "He deserved it. You know he did."

Her lips pressed together tightly as she shook her head, "No one deserves to be killed like that. Even him."

"If I had let him go, he would only have tried to kill me later." When he saw that these words had no effect on her, he added, "And he would've just gone back to killing and raping innocents. It would've been wrong to let him go."

"We could've tied him up long enough to get the police."

Kevin laughed. "And if he had escaped?" When Gwen didn't answer, he shook his head. "It was self-defense. He would've killed us. You know he would've."

She sighed, glancing at the smoking corpse. She was too tired to lecture the boy on killing people. "Can you just take me home?"

His eyes softened and he nodded his head. "Yeah."

They began walking once more and once they had left the body far behind, Kevin broke the silence, "Thanks." When no acknowledgement came, he added, "For saving my life. With the blue shield and earlier with the warning. Maybe I coulda gotten out on my own, but thanks."

"It was the right thing to do." Gwen responded. Seeing Kevin flinch slightly at the chill in her voice, she sighed, "And I didn't want to see you die." She had never wanted to see anyone die, but she supposed that wish was gone now.

He smiled. "What was that anyway?"

Curiosity overcoming her, she replied, "I'll tell you if you tell me about the electricity."

Kevin nodded his head, "Deal."

"It was magic." It was as simple as that.

"You gotta be kidding me." She looked over at his disbelieving face. "You mean you're a witch? Like in the movies with the wands and broomsticks?" He chuckled. "Is that why you have a cat on your shirt?"

"No." Gwen responded, bristling with indignation. "It's not like that."

He ceased his laughter and raised his hands. "Okay, no need to get offended. What's it like then? Explain, so I can get it."

"Well, I say words, spells, and just direct the magic to do whatever I'm trying to do." Gwen paused, trying to figure out how to describe it to the boy. No one had really asked her how she did it, just what she could do with it.

"So where does the energy come from to power the spell? It can't just poof out from nothing."

Gwen shrugged, "From inside me, I suppose. I've never thought about it." She glanced down at her hands. Besides the charms she had first used, she had never tried drawing her magic from another source though she had heard of talismans that bolstered magical abilities.

"And you can do whatever spells you want?"

"I have to practice them and some are still too powerful for me, but I can do any that are within my abilities." Gwen paused, watching Kevin from the corners of her eyes.

His eyes were focused on the ground, face scrunched up thoughtfully. Then he glanced at her. "Do your folks know?"

"No," Gwen admitted, her face flushing. She had never gotten around to discussing it with her parents, deciding it was better to keep them in the dark. "Only my grandpa and cousin know. They were there when I first discovered it."

"Don't tell your parents." Kevin muttered darkly.

Gwen looked at him, trying to read the past in the dark glare of his eyes and the grim set of his mouth. "Why?"

"You wouldn't want to ruin your relationship." He replied gruffly.

It seemed like a subject he didn't want to be bothered about, but Gwen had to know. She wanted to know what had happened. Why this boy was what he was… "Did you tell your parents?"

Kevin's smile was twisted as he laughed shortly, "No. My powers came up a bit differently than yours." He glared at the ground. "But all the same, they figured I was a freak and tossed me out."

"I'm sorry." It was the only thing Gwen could think to say. She thought about reaching out to put a comforting hand on his shoulder and ask if he wanted to come with her. Grandpa Max would surely take him in or maybe he could live with her parents. But before she could do anything else, he had sped up their pace and steered away from the subject.

"So you wanted to know about my powers? It's simple." Electricity crackled around the hand he held up. "I absorb energy and then I can dish it out whenever I want." The electricity jumped from his hand to hit the wall. It left a scorch mark.

"Where'd you get them from?"

Kevin shrugged. "I dunno. It wasn't a freak spider bite and I haven't spent any time in nuclear plants. I was normal and then one day I touched an outlet and all this electricity came rushing up into me."

Gwen opened her mouth to ask him if he had been scared the first time, but he interrupted, "Your hotel awaits."

She followed his pointing finger to the large building. Talking to him, she hadn't noticed how they had left the dirty alleyways behind and entered the regular streets. It was disappointing that they had reached the hotel so quickly, but soon enthusiasm to see her parents rose in her.

"Come on, we should go up. My parents are probably worried sick."

"No doubt about that," Kevin replied, following after her.

There wasn't much activity in the lobby although a receptionist sat there just in case, flipping lazily through a magazine. The night watchmen cast them a suspicious look, but didn't stop the two kids from going up to the elevator.

As the door opened and they walked in, Gwen stated, "I didn't say my name earlier, but it's Gwen."

"Gwen…" The name rolled off his tongue as he nodded his head. "Alright, Gwen, what floor do you need?"

"10."

He pressed the button and they waited, each quietly thinking about the other. Once they had reached her floor, they both got out and Gwen led the way to her room. She walked slowly, hoping to talk to Kevin a little more before she reunited with her parents.

She wanted to broach the subject of him coming to live with her, but decided that it would need to come slowly. Anyway, she still had to ask her parents. First things first.

"Do you want to meet my parents? They'll be happy to meet you after I tell them how much help you've been."

"And then I'm sure they'll be delighted once they learn I killed two men today." Kevin rolled his eyes.

Gwen frowned. "We won't bring that up."

"Course not."

They stopped in front of Gwen's room. She knocked on the door and then turned to look at Kevin.

"So do you want to meet them? I don't have any money, but they'll give you what you want."

The door burst open before he could give his answer and Gwen turned around, missing the grim expression on his face. Her father stood there with a tired look on his face, but his eyes brightened when he saw his daughter.

"Gwen! Come here!" He wrapped his arms around the girl and then called into the room, "Lily! She's here! She's back!" Gwen hugged her father back, relief to be where she belonged filling her.

Gwen's mother appeared, tears dripping from her eyes. "Oh sweetie, we were so worried." She embraced Gwen and Frank and then stepped back. "Where'd you disappear to?"

"It's a long story, but there's someone I want you to meet." Gwen turned around to call Kevin forwards. "Kev…" Her shoulders dropped as she looked up and down the deserted hallway. "Kevin!"

Her brow creased in thought. Where had he gone? Disappointment welled up in her along with melancholy. She had wanted to help him, but he had disappeared into the air as if he had never been there.

"Who's Kevin?" Her father asked, following her gaze up and down the hall.

"A friend. He helped me find my way through the city when I got lost." Gwen frowned. "He was right there when I knocked."

"Well, maybe he had his own parents to get back to." Frank patted her back in consolation. "Now come inside. You must be starved."

"I am," Gwen responded distractedly. She took a final glance up and down the hallway before following her parents inside their room.

She wished that Kevin hadn't disappeared. He would be out in the cold now, sleeping on a park bench or in an abandoned building. She had wanted to get him help, to get him off the streets. He could've lived with her and her parents or Grandpa Max. Gwen was certain Grandpa Max wouldn't have objected to helping the boy. They could've stayed friends, but it seemed that Kevin didn't want it. Or maybe he just had other people to go to.

Then another thought entered Gwen's mind, making her smile. Sure, Kevin hadn't stayed around, but he hadn't asked for payment either. That had to count for something.

Later that night, when Gwen went to bed, the last thought she had was whether she would ever see Kevin again. She hoped that the answer was yes.


A/N: Whew, all done with chapter one. I'd like to explain a few things about the AU first that might crop up later, but may also not.

1) The summer road trip Ben, Gwen, and Max took still happened, but it was different than in the original series. For one, Ben does not have the Omnitrix. Their first encounter with the abnormal (not including Max who was a Plumber) was when Gwen discovered a set of charms and a spell book. They did fight Hex, using weapons and some basic spells. Eventually they wound up destroying the charms, but Gwen kept the spell book. After that, they fought several other threats, but none of the larger ones after the Omnitrix (i.e. no Vilgax). They also didn't meet Kevin in New York.

2) Kevin's powers: For the sake of this AU, absorbing energy does not drive him insane. Any problems he has are because of his parents' treatment, his perception of them (especially his stepfather), and his life on the streets.

3) Gwen's magic: No, it's not magic. It's still her Anodite powers, but she doesn't know that yet. She'll find out when she's 15 though I won't be writing that scene. For those who are curious, the spells are in Latin. I'm using the dictionary I use for my regular English to Latin, Latin to English translations in class, so I know the words are real Latin words. The grammar, not so much, but it wouldn't sound as good with proper grammar.

Wow, this was an obscenely long author's note. Anyway, reviews are appreciated and adored, so please review. Thank you and with that until next time,

Twilight Phantom Dragon