Disclaimer: I really hate to point out the obvious, but here goes…I don't own Ben 10...sigh…now I'm depressed…

This takes place three weeks after Step into the light.

Chapter one

"How can you drink that stuff?", Kevin asked watching with a mix of awe and horror as Ben drank down a Turnip and Banana smoothie. Beside him Gwen watched as well, slightly disgusted, but used to it enough to have accepted it as a part of Ben being Ben. Not that Kevin hadn't, it was just so…unnatural.

Ben grinned at them, his smile melting Kevin's heart." What are you talking about? This stuff's awesome!"

"Yeah, but it's just so…", Kevin started, unable to adequately describe what Ben's freak smoothie was.

"Disgusting.", Gwen finished.

Kevin nodded." Yeah."

Ben shook his head and tossed the now empty foam cup. " whatever. Hey, Kev, you still comin' over to my house to watch movies tonight?"

The older teen blushed at the idea of being alone with Ben, but quickly covered it up and grinned." Sure. As long as you don't make me watch Sumo Slammer's again."

Ben frowned outwardly, but inside his heart sped up at the idea of time alone with Kevin. Ever since that night when he'd become a full Majesdanian he'd realized something incredibly important. He wasn't gay, it was just Kevin. He liked girls…and Kevin. No other guy had caught his attention and he still felt attracted to girls, he just happened to be in love with Kevin. He noticed Kevin staring at him, waiting for a response and his frown deepened." What's wrong with Sumo Slammers?"

Kevin just shook his head and led Ben and Gwen to the car. They all got in and headed to drop Gwen off. She had homework to do and wouldn't be joining them for movie night, not that either boy really minded. They pulled up to her house and she got out.

" Have fun guys.", She said before making her way to her door and disappearing inside.

The two boys in the car blushed and looked away from each other, Ben facing the window, thoughts on Gwen. Did she know how he felt about Kevin? No. She would have said something if she knew.

Gwen watched the car drive away and smiled knowingly. It hurt to know Kevin loved Ben, but she loved her cousin and if Kevin made Ben happy then she would make sure they were together.

She turned around and sighed heavily. Now what was she supposed to do? She'd finished her homework the day before and was left with few options.

"Gwen.", her mom called." The Gossip Girl marathon's on."

Gwen grinned. TV it is." Coming."

A humanoid creature made of what appeared to be living shadows stood in the middle of the ship's deck. It turned to glance at another and snarled.

"How long till we reach Earth?"

The other bowed down and spoke softly." Sixteen hours milord Edric."

Edric smiled nastily, his eyes hard and brutal." Good. Soon we will have that little Majesdanian princeling at our command and I will have the Throne of Zephar!"

The other bowed again. "If it is not out of turn to ask. How will you get him to do what you ask. I've heard much of him, he will not do it willingly."

Edric smiled" He is selfless. I'll target those he loves. With the threat of their deaths he'll do all I ask willingly."

"Brilliant sire."

Edric nodded." Of course it is."

He turned to stare at a large blown up picture of Ben in his Majesdanian form fighting Ambrose at the plumbers base. A sick twisted smile made it's way on Edric's face, he clicked a button and the picture changed to one of Kevin, then one of Gwen.

Late that night

Kevin glanced down at the small form laying asleep beside him on the couch, one hand still in the bag of chips. Ben had fallen asleep halfway through the last movie and Kevin just couldn't bring himself to wake him, so instead settled on watching how the light from the TV outlined the younger boys perfect face.

As Kevin shifted Ben blearily opened his eyes and propped himself up to look around before collapsing back on the couch, back asleep. For a moment Kevin simply stared, then, after making a huge effort to stay quiet, laughed waking Ben up and sending the younger teen toppling from the couch.

"Kevin?", The smaller boy asked staring up at the still laughing teen from the floor, his eyes still dazed with sleep.

"S-Sorry…You're just so cu-funny when you sleep…",Kevin said barely catching himself before calling Ben cute to his face.

For a moment Ben stared curiously at him, eyes searching his face. 'Was he about to say cute?', the younger teen thought, before shaking his head.' No way. Kev's not like that.'

Collecting himself he stood up and frowned at the other teen. The frown was fake of course, but that was hardly the point.

"So you had to laugh and scare me half to death?", He asked, eyes hard and pointed, again, fake.

"It was an accident…I swear ,man.", Kevin said grinning nervously.

Ben's eyes softened and he grinned back." You're forgiven. So since I'm up, wanna watch another movie?"

Kevin glanced at his phone and saw the time. 12:30 am. Oh well. He really didn't feel like driving home and he wanted more time with Ben.

"Sure, but you do realize it's like 12:30 in the morning right?"

Ben glanced at the wall clock." Huh. Guess we should move to my room then so the TV won't wake up my parents. C'mon."

Kevin knew Ben didn't mean it in the way he thought of, but he couldn't help but blush at the idea.

Ben turned to see if he was coming and frowned in concern." You okay? You look kinda flushed."

Ben made his way to the older boy and put a hand on his forehead to check for a fever, but found none. He breathed in Kevin's scent and felt his heart beat speed up. He quickly backed up and put on a frown.

"You don't seem to have a fever.", he said quickly looking down at his hands, eyes lingering on his left wrist where the Omnitrix had been, but was no longer.

Kevin noticed where he was looking and saw an opportunity to avoid further questioning about his blush." You miss it."

Ben nodded." A little, but I know that I did what's right. I have my own power and I'll do with that."

He grabbed a movie and , Kevin following, Made his way to his room. He popped the DVD in and plopped down on his bed patting the mattress beside him." You comin or what?"

Kevin couldn't help it, he grinned and plopped down next to the small teen, bag of chips in his lap. Ben fell asleep within minutes and ended up leaning on the older teen ,whose eyes widened at the adorable boy laying on him.

Ambrose sat cross-legged in the small cell staring angrily at the stone wall. His powers were blocked and he was stuck, all thanks to that damn insolent grandson of his. As he fumed over his unfair imprisonment he caught snippet's of conversation between a guard and very familiar voice across from him.

"Would it kill you insolent lugs to get my some chili fry's!", a voice that sounded very close to Ben Tennyson's cried.

The guard banged on the door and walked on." Not a chance Albedo."

When the guard had disappeared Ambrose leaned on his door and called out to Albedo. "My dear friend, your voice sounds quite familiar. Do you perhaps know Benjamin Tennyson?"

Albedo growled." He's the reason I'm in here, trapped in this disgusting body."

Ambrose smiled darkly." How'd you like to make a partnership based around him?"

"What do you want from him?", Albedo asked, expecting him to say he wanted the Omnitrix.

Ambrose chuckled darkly. "Revenge."

Please read and review…it would mean a lot to me.

So…What do you guy's think? Good start? I'm excited about this one! Woot! Go points for Gwen and he being understanding!