So, recently, Netflix uploaded a few seasons of each of the Ben 10 series (original/Alien Force/Ulitmate Alien/etc). I remembered really liking them when they first came out (and more importantly wondered where the whole Kevin/Gwen relationship went). So, for the past few weeks, between work and family shindigs, I've been flying through them like a crazed fangirl who's hunger is never satiated. I've thusly become an absolutely shameless Gwevin shipper.

However, I've been very disappointed with the manner in which some of the situations are handled. And reading almost every Gwevin fanfiction has only made it worse. So, this is my attempt at inner peace.

Note: This is my very absolutely first published fanfiction without an original main character. So...go easy on me.

Double Note: I obviously don't own any of the Ben 10 characters/plotlines/whatever. Because, if I did, there would be so much more Gwevin action. And Ben 10: Omniverse would never even exist.

Triple Note: While I wrote this, I had one song on repeat the entire time which I'm pretty sure lent to the mood of the story. Check it out if you want the same kind of experience.

Song: He Films The Clouds, Pt. 2
Artist: Maybeshewill

Gwen forced herself to push past the pain. Past the tightening in her chest and the burning in her calves. She ignored the angry thrum of her heart and the tortuous sting of the newly formed blisters on her feet.

She didn't know where she was headed. Or even where she had been. Her awareness was jumbled. The events of the past few nights clouding her thoughts. Sending them out of control.

Gwen didn't like not being in control.

A gentle summer breeze kept her cool as she ran through the deserted streets. No one with any sense would be out at this hour. It was just her and the night.

She was blind to it's beauty. The twinkling of the stars. The chirping of the crickets. The way the full moon illuminated her path.

Gwen Tennyson's only respite was the quiet sound of the music flowing from the one tiny bud nestled in her left ear. She settled in on the rhythm, her shoes connecting with the cement on each beat.

Memories floated through her mind. Images flashing in quick succession. All centered around him. His face, his eyes, his kiss, the thing that had overpowered him. Voices circled her thoughts like vultures over a potential meal.

I deserve that power. I'm the one who gets turned into a monster. I'm the one nobody ever trusts or cares about!

She pushed herself harder. Faster. Afraid that if she stopped, if she looked back, it would all come crashing. And it would never end.

So, she pushed herself. Until her lungs burned. Until the pain in her muscles became almost unbearable.

And then she pushed herself even harder.

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.

She shook her head at the memory. Chased the sound of her grandfather's reprimand from her mind. Her teeth clenched in anger as her eyes narrowed on the path ahead of her.

Her grandfather. Her own flesh and blood. The one who always understood her, who would always stick up for her. He knew what the Osmosian meant to her. They all did. She could still remember the nearly tangible panic when she'd realized Ben's intentions. Felt the ghostly fingers in a vise-like grip about her lungs, tightening as time drew on. As her cousin grew more and more determined.

Wake up and smell the end of the world, Gwen. He's out of control.
He's our friend!
Was our friend.

A sound, strangled and broken, bubbled up from her throat. The prickling sensation behind her eyes increasing with each stride.

Gwen blinked rapidly, fighting the blurriness threatening her vision. She wasn't going to be that girl. She was strong. Independent. Self-reliant. She'd proven her strength over and over. She wasn't about to fall apart over some stupid boy.

Her breaths became shorter, more punctuated gasps, her lungs fighting for air as everything spiraled out of her control.

This is your fault. You could've helped me with your magic.
No. I tried...
You tried. Everybody tried. But here I am a monster. And if I look the part, why shouldn't I act it?

She faltered, choking back an agonized sob. The dam now broken, Gwen slowed to a stop and pressed the back of her hand to her lips. She clenched her eyes shut. Fought to regain control. Fell to her knees as her body shook from the effort.

She felt the cool grass between her fingers. Fisted clumps of it as she struggled with her emotions. Happy he was alive. Sad for what he'd been through. Anger for having put him through it. S

She felt the anger most substantially. Anger at her family. Her friends. Herself. Felt it bubble up to the surface, pushing her other emotions to the backseat.

The sound of a car door behind her alerted her to his presence. Had the young Anodite jerking her gaze upward to take stock of her surroundings. Momentarily startled by her location, Gwen glanced up at the familiar tree with her grandparent's carving. The one place...

She knew who stood behind her. Could feel his energy permeating the air around them. Knew he had stopped a good ten feet away.

"I've been looking everywhere for you," Kevin said.

His voice was uncharacteristically soft and gentle. As if he were dealing with a child.

She wasn't that girl. She wasn't one of those fragile little things he used to flirt with. She was strong. She was brave. She was Gwen Tennyson.

"I wanted to talk to you. Needed to talk to you, Gwen. I needed to make sure were okay."

She sucked in a breath at the sound of his quiet plea. Hung her head and clenched her eyes shut. Remained deathly silent.

"I pretty much killed my engine trying to get back to your house after dropping Ben off," he told her after what seemed like hours. "You weren't there."

She sat there, staring at the soft grass beneath her. Her anger building as he continued to talk. His voice. She had been so close to never hearing it again. Had come so close to losing him forever.

"...Ben told me what you did. Told me he'd try to help in-"

As quick as a switch, she rounded on him, flinging manna in his general direction as the anger coursed through her. Kevin blinked but quickly recovered from the shock and dodged her poorly aimed attacks.

"Whoa, whoa! GWEN! Cut it out! It's me! Kevin!" he shouted.
"You nearly DIED! Ben was going to KILL you!"

She lost sight of him as the dust and falling debris settled. She could hear him though, his lungs heaving as he tried to catch his breath before she began hurling the pink orbs at him once more.

"He was doing what he thought was right," Kevin shouted, dodging more of her attacks.
"He was going to kill you," she said angrily. "His friend. Since when is that the right thing to do?"

Gwen heard him sigh.

"He was doing his-"

Angered by his response, Gwen screamed in frustration, energy pouring from every cell in her body. Her eyes glowed as flung more manna disks in the direction of his voice. Her body began to levitate off the ground as the anger coursed through her.

"Don't you dare say it, Kevin Levin. You were...are...still his friend. There were other ways. Options he didn't even want to consider," she said angrily. "He and everyone around us, everyone that had gotten to know the true Kevin, they were all so quick to want to take you down. To destroy you completely."

She couldn't find him. He'd disappeared. The angered panic in her chest blossomed until she felt strong arms wrap around her from behind. She slowly sank back to the ground, the glow fading until she was normal Gwen Tennyson again. She felt him turn her so that she was facing him, his arms enveloping her tiny frame.

Felt him press her against himself and hold her there.

"They were protecting you, Gwen," he said, his words slightly muffled against the crown of her head. "I was the one destroying innocent people's lives. I was putting you in da-"
"That wasn't you," she cried softly.
"Then who was it, Gwen?" he said, pulling back from their embrace.

She moved to answer but he cut her off.

"I remember everything, Gwen. I remember the way I hurt you. I remember every blow you took. Every little thing I flung your way. I remember your face. Your eyes. The way you never gave up no mattered how bruised and battered you were. I hated you for it. For making me do it to you. I remember everything. It was me. I could have killed you, Gwen!" he growled, linking his hands behind his head in frustration. "Don't you get it? I was the one who absorbed the power and transformed. It wasn't Ben. It wasn't Max. It wasn't any one else. I chose to do it. And I chose to deal with those consequences."

Gwen stepped back as the sickening realization hit her. She searched his face for some small clue that it wasn't true. That it was all her imagination.

"You knew."

She felt as if she'd taken a blow to the stomach. As if she suddenly couldn't breathe. The world spun beneath her as she fought to maintain control. Frowning, she returned her gaze to his hardened features.

"You knew that you wouldn't be able to control it."

"Fighting it the first time was hard enough. I was a kid and had Kwarrel to help guide me. This time the aliens were stronger. With the addition of Ultimates and no outside guidance...? The odds were always against me, Gwen."

"You knew he'd try to kill you. Would succeed even."

Gwen began to shake her head, her eyes wide from disbelief. She continued to step back from him. This person who had willingly bartered his life.

"Aggregor would have killed you, Gwen. I couldn't live with that. Especially having known I had the power to stop him."
"At the price of losing your own life!" she argued, tears once again falling.

Kevin was silent for a moment, just watching her. He then relaxed his shoulders and sucked in a breath, moving towards the young Anodite to take her small hands in his own.

"I was willing to take that risk."
"No!" she shouted, ripping away from his grasp. "That's not fair!"

"Drop it, Gwen. We all knew something like this was bound to happen sometime," he said, shoving his hands into his pockets as he watched her. "I'm not good like you guys. And I never will be."

She whirled on him to argue, her eyes narrowed, a faint glow once again wreathing her body. But the Osmosian quickly shook his head.

"No, Gwen. I may have pulled a 180 from that first mission. Heck. I may even be considered a good guy now. But I will never be as pure and honorable as the two of you. You have a heart of gold," he said. "Mine? Mine's more like taedanite. It's great and all but...hard. And cold."

He cautiously moved towards her, silencing her protests, wrapping her in his arms when he got close enough.

"I consider it my duty to protect that goodness in you. To keep you safe and untainted," he told her softly, pressing a light kiss to the top of her head.

Gwen remained quiet for a long time. The fabric of his shirt clutched beneath her fingers as she breathed in his scent. Her eyes closed, she allowed herself to relax against him. To relish the feeling of the warm muscles flickering beneath the surface of his clothes. He was alive. She just had to keep reminding herself of that.

"Please," she whispered, her voice betraying her. "Don't leave me again."

Kevin smiled against the fiery red of her hair.

"I promise."