A/N: This takes places directly after "Ultimate Power". They're all on the Rust Bucket heading back to Bellwood. (Memories in Italics)

They all piled into the green painted aircraft; wanting nothing more than to get back to Bellwood and get back to normal- whatever normal was for the plumbers.

Gwen followed the group, slowing walking up the ramp and taking a seat in the back of the cockpit. She wasn't ready to pretend she was happy. Not to say that she wasn't, but as the red head sat down and watched her newly returned to normal boyfriend goof off with her cousin, everything she had been holding in started to rise to the surface.

"Hey, you okay?" Kevin said as he knelt down in front of her huddled form in the chair.

"Ya, I'm just tired is all." Gwen gave the best smile she could muster "Where are you going?"

"To change, I think I still have some extra clothes in here somewhere." Kevin looked at his bruised girlfriend, he could see something was bothering her, but he didn't want to push it. Partly because he knew it was mostly his fault. "I'll be right back." He kissed her temple, smiled then walked towards the storage bay.

Gwen took a deep breath spun her chair around. She had her back to the room and her face towards the starlit sky. She tried desperately to keep her feelings at bay, not wanting to cause any more pain than had already been dealt over the past few weeks. But, as she watched Kevin walk away the memories came flooding back.

"I'm the one that gets turned into a monster. I'm the one nobody ever trusts or cares about."

"That's not true."

"Face it Gwen, whatever I look like I'm a freak."

Gwen looked over her shoulder at Ben, fiddling with his Ultimatrix. She looked back at the sky, feeling the rage build up inside her.

"No, Ben, it's not his fault. He touched the Ultimatrix to save us, it's not his fault the power effected his mind."

"Maybe not, but fair or not he has to pay the price."

She closed her eyes, taking a deep breath. She was more upset than she thought. All she could do was think of what they had all said about the raven haired boy. She curled herself into more of a ball as she thought about the events of the last week.

"Why did you do that?"

"Because you couldn't stop him, because he's too strong…because he was gonna kill us."

"That's right. I just wanted to hear you say it."

"Gwen?" Kevin's voice rang in her ears, bring her back to reality.

"You found some clothes?"

"Ya- glad you guys didn't throw any of this away or somethin'".

"Never" She closed her eyes, as another memory came pouring into her mind.

"Don't you dare!"

"You too, I thought you cared about me?"

"Babe, you sure you're okay? You're kinda spacing out." Kevin looked at her curiously. With a stern look on his face he knelt down in front of her and took her hands into his. "I'm so sorry for the things I said to you."

"It wasn't you."

"In a way it was. It was still me."

"Don't say that." Gwen swallowed hard, trying desperately to push the tears down. She was mad. She quickly pulled her hands away from his and turned her chair back around.

"How could you? Kevin he was your friend?"

"Yah, he was."

"Give yourself up, Kevin. Don't make me-AH"

"The only reason you're alive is because of what you used to mean to me."

Gwen heard him sigh and walk back to Ben and Grandpa Max. It wasn't fair of her to push him away right now, but she couldn't take the pain in front of him. She couldn't take knowing she could cause him more pain by making him feel guilty.

"She okay?" Ben asked.

"I don't know." Kevin said sitting down, looking to the back to the room. "I think so."

"I might be my fault. I said a lot of things I shouldn't of."

"Hey, no hard feelings here, you were doing your job."

Gwen turned slightly to see the interactions between the two men.

"Maybe it's not too late? Maybe we can still help him?"

"And maybe we can't."

Gwen looked at Ben, rage filling her eyes. How could he act so innocent and caring when no less than twelve hours ago he was willing to kill his friend-her heart. Gwen shuttered with anger and sorrow.

"If you won't use your powers to track him down then I'll just go find him myself."

"But it's Kevin!"

"Wake up and smell the end of the world, Gwen. He's out of control."

"He's our friend."

"Was our friend."

"We'll figure out some way to save him."

"He's too far gone. Either we save Kevin or we save the world."

"I won't let you hurt him."

"Out of my way."

"He's come out of this sort of thing before. Remember what he was like when he was little?"

"Do you? He's worse now than he ever was and you know it."

Gwen felt the tears run down her face; she quickly took her hair down to try cover her face. Of all the times for her emotions to finally realize, this was not the time.

"If you think for one second that Kevin wouldn't drain you dry…"

"Some friend you are! You won't even try to help him. What if it was you?"

She thought for a moment. What if it was Ben? Would they all have been so quick to jump? Would her Grandfather be so willing to disregard her feelings? Gwen looked back at her grandfather, smiling and patting Kevin on the shoulder. She grabbed the arm of the chair and squeezed it tightly.

"We've got to find a way to cure him."

"Ben is right."

"I know, he- wait, what?"

"You are a plumber Gwen; a lot of people are depending on you. You've got to put your feelings aside and do what's right."

"This is Kevin we're talking about."

"If you can't be a professional, then just stay out of the way and let Ben do what needs to be done."

"But, Grandpa…"

"I can't help you Gwen."

"Then I'll find someone who can."

She felt so alone, like no one cared. They were all so willing to just let her suffer; to just break her heart and shatter her world. Gwen suddenly felt a hand on her shoulder. She knew who it was and it made it all the more worse.

"If you just trust me, I really think I can cure you."

"You shouldn't have come here….Don't you realize I've been trying to stay away from you."

She could hear his voice clear as day. She could still see him breaking, trying to stop himself. Trying not to break her- that was the worst, knowing that deep down he was trying his hardest to stay away from her. To keep her safe from himself.


"Go away, Ben."

"Come on, talk to someone. Talk to me."

"No. Why?" Gwen quickly got up, not caring that they could all see her cry. "Just stay away from me." She practically sprinted to the back room.

"Gwen!?" Kevin called her. He'd never seen her so broken, so shattered.

Gwen found a corner of the cargo bay, hidden by boxes. Where should could suffer in silence and ride out this roller coaster of emotions she was facing.

"Kevin, stop, you're hurting me."

"This is your fault. You could've helped me with your magic."

"No, I tried to-"

"You tried, everybody tried; but here I am a monster and if I look the part why shouldn't I act it?"

"I'm here to help you now."

"Help yourself."

She screamed, finally letting everything go. She threw mana disks at boxes then fell to the ground. Leaning against the wall of the ship, Gwen could see him walking towards her.

"Okay, that's it. You have no choice but to talk to me now." Ben sat down next to her.

"No." She looked away, then saw Max make his way closer to them.

"Gwen, please? Talk to Ben, talk to me?"

"Why!? So you can tell me that you're sorry? Or that even though my plan worked the right answer was to kill him! No, I can't. I can't even look at the two of you! He's supposed to be your best friend." Gwen looked at Ben, her cheeks red and tear stained, pointing at Kevin in the doorway. "And you, you said he was like a grandson to you! Yet, your immediate thought was the kill him!" She threw another mana disk at a box. "And not once did either of you consider my feelings! Did you two even stop to consider that maybe by killing him you'd be killing me too!?"

"Gwen? We-" Max attempted to calm her down.

"No. You didn't see him in that arcade! You didn't see him struggling to not hurt me!"

"But I did, Gwen." Kevin finally spoke.

"But that wasn't you! And no one wanted to see that but me! So no, I won't stop yelling or being angry at you two. And don't ask me to."

They were all speechless. Kevin looked at the broken girl on the floor then at Ben and Max.

"Can you guys give us a minute?"

"Sure." Max guided Ben back out of the room.

Kevin let out a sigh and sat down beside her. He didn't say anything at first, he just pulled her close to him and held her as she cried.

"Gwen, I know you're mad at them but you shouldn't be."

"Don't you start too" She pulled herself away from him.

"Just listen to me for a second. Okay?"


Kevin turned her so that she was facing him; he took a breath and looked into her eyes. "I'm not mad at them because I know what they were doing was protecting you. If it ever came down to it, I'd much rather they kill me than you killing yourself by trying to save me."

"Don't say your life is less important than mine."

"But it is too me. I….I can't- I'd never be able to live in a world that you're not in. Okay?"

"Kevin, I can't live without you either."

"So we agree that we can't live without each other." He smiled, seeing the light come back into her eyes.

"Just promise me that you won't go absorbing that much energy again without checking to make sure I'm okay with it?"

"Gwen, if I remember correctly there wasn't really a lot of time to-" He stopped when he saw her face. "Okay, I promise not to make any life changing decisions without asking you first."

"Thank you." Gwen sighed, resting her head on his shoulder. "I should probably go apologize to Ben and Grandpa Max."

"Not yet." He shook his head, that smug grin on his face.

A/N: wow that was my first Gwevin fic in a long time. I recently started watching Ultimate Alien again because well...I saw an ep of Omniverse and I was like "nope sorry" and so I started watching the good stuff. Lol Well I hope you all liked it :)