A/N: Just flippin' through some deviantArt stuff and this popped into my head when I skimmed across a picture of Kevin from the first series. Not the cute young one, but the monster. This came out of it.

Disclaimer: I own nothing.

You Used to Scare Me

"Remember when we were kids?"

The words chilled Kevin's entire body. His childhood had been haunted by demons and monsters and ghosts that always seemed to be eating away at his soul that would never heal. He never liked to remember those years. They were so dark, so tortured. "I'd rather not, Tennyson," said the Osmosian, twisting the wrench a little harder to tighten the final bolt on his car. It was almost patched up from the most recent fight. He hated how it kept on getting destroyed every single time. And usually it was because of Benji.

Ben sipped on his smoothie, shooting a raised eyebrow in Kevin's direction. He knew the past was a touchy subject, but he had to bring it up. "Why?" he asked, pretending to be oblivious to everything. His gaze flickered from the car to Kevin who was hauling himself out from beneath the undercarriage.

"I don't like the past, Ben." Kevin dropped his wrench into the little toolbox he usually carried around on jobs where he had to have mobile repairs. It clanged in right next to his Plumber badge and the crystal of taedenite he carried around for safekeeping. His dark eyes flitted to his friend who stood over on the other side of the garage. "Let's just leave it at that." The Levin boy began to wipe grease and oil from his face. He always managed to make a mess of himself.

"Kevin, come on, you can't avoid this forever. Gwen said that I had to talk to you about it."

Kevin felt his face grow hot with anger that simmered beneath his skin. It quickly cooled off as he remembered he couldn't let his temper get the best of him. Not anymore. "My girlfriend said you had to talk to me about what happened six years ago?" he growled, voice nearly feral; he wasn't capable of keeping all the rage bottled up. He didn't want to talk about anything in the first place, Ben had just shown up and that was that. Then again, he didn't want to deny Gwen's request…

"I don't wanna talk about it either. Trust me, I know you hated me. That's all we need to say." Ben's lips found the straw of his cup again and he slurped down some of the blueberry and apple cider mix. "If we leave it at that, she'll be happy."

Kevin had slowly turned around about halfway through the first part of Ben's words. "What?" asked Kevin, his voice almost in shock as his eyes were slightly wider than normal. "You thought what?"

"I know that you hated me. That's all there is to know, Kev." Ben leaned against the table that held a couple of spare tires and some spare pieces of alien tech. "I'm not stupid."

"Ben, I didn't hate you," said Kevin, his eyes narrowing slightly. "You really shouldn't assume things like that." He felt pain stemming from his hand and realized his nails were digging into his palm. Blood seeped from the new wounds, but it wasn't enough to make him worry in the slightest. "I never hated you."

Ben's emerald eyes flitted to Kevin. "I hate to say this, but Gwen's probably right. Maybe we do need to talk."

"You think I hated you?" Kevin's voice was filled with utter disbelief. He just couldn't imagine himself hating Ben... He really had been a messed up child, but he had never been capable of pure hatred. Not even now could he truly hate anyone with every fiber of his being.

"I don't know," defended Ben, putting down his smoothie cup. "You only said it three hundred times. You said it over and over and over again. And you threatened to kill me another five billion times." The brunette teen's eyes skimmed over Kevin's hurt face. "I'm wrong, aren't I?'

"You used to scare me, Tennyson."

This threw Ben for a loop. It took him a few seconds to wrap his mind around it all. Kevin? Afraid of him? Ben couldn't help but remember all the times that his grandfather mentioned Kevin 11 and he just felt a fearful shudder run down his spine and spread through his limbs, sheer horror consuming his mind at the thought of facing that insane foe again. He had never hated Kevin. He had… been… afraid…

"You used to scare me." Kevin's eyes were hurt but serious. Ben could hear the honesty in his voice. It was something that was rarely heard with anyone except for Gwen. "You had everything perfect and perfection scares me. That's why I can't handle your cousin all the time. It's why I couldn't ask her out for a while there after I joined. I was scared because she was too perfect. Your whole family used to scare me because I watched my perfect world fall apart, and I can't deal with that kind of stuff anymore, Tennyson." Kevin's face was falling into a grave state. "You had it perfect."

Ben let this all sink in. Kevin was never ashamed or just reluctant. It was all out of fear of what could happen. Because of one simple flaw. Perfection. Because perfection is a flaw.

"Ben, I never once hated you. I hated what you had. I hated how you had everything just the way it needed to be. I know you hated your grandpa and all, but damn, you had things fine. Compare it to how I was back in those days…" Kevin shook his head, his eyes turning from his friend to the cold concrete stone of the garage floor. "I hate perfection."

"But you love Gwen…" Ben was trying to get his mind around the fact that Kevin had once been afraid of Gwen, but now loved her more than anything else in the world. When had that changed? How had he missed it?

"Because she has her flaw. She's like me." Kevin's eyes found his friend who watched him as if he were the only thing to see in the room. "She is prone to snapping the same way I am. Too much anger and she snaps to her Anodite form. It's dangerous in the same way that I can go insane just with a volt or two." Kevin wiped the last of the grease from his fingers along with the grease that had gotten onto the newly form cuts that his nails had dug into his palms. "She's not perfect. She doesn't scare me like she used to."

The hero had to take a few seconds to let this sink in as well as the rest of the information. "You're just afraid."

"The bad boy isn't just a front. It's a defense system. Gwen gets it." Kevin began to pick up the stray tools he had left scattered on the ground while working beneath the car. "I do it to keep myself safe. Perfection stays away from those who chase it away."

"You don't want to watch it all fall apart again," noted Ben, once more picking up his smoothie. "You don't want to see the world crumble."

"Right now, I'm just waiting for the whole world to come crashing down." Kevin slammed the small red toolbox shut, the contents jingling slightly. "Perfection can't last, Benji."

A short silence ensued as Kevin maneuvered to put his toolbox back in the trunk of the car in case he needed it in an emergency situation. He popped the trunk and tossed the box in, trying to make sure it didn't smash any of the alien tech he had gathered and thrown in there.

"You used to scare me."

Kevin looked up at his friend who stood there with his eyes hard as steel. "Now that, I believe," said Kevin, a thin smile pressing across his lips. "I used to scare myself too."

Ben folded his arms across his chest and looked away from the older teen. "Whenever your name came up, I prayed I wouldn't have to fight you. I didn't want to die." The jade-eyed boy couldn't help the shiver that ran through his spine as he thought of that Kevin whose hands he had nearly been murdered in so many times. "You were my worst nightmare. I had a friend for, like, a day, and then you were at my throat for a whole summer."

Kevin leaned against the rear of the car, hands against the cool metal for support. The long strands of ebony hair fell in front of his eyes, concealing his dark vision from the light and from his brunette friend.

"Gwen was horrified of you. You were… a monster." Ben shook his head, feeling dumb. "It sounds stupid now, but I remember having to check radars and the news every day for any sign of you coming back from the Null Void for revenge or something. Even when I wasn't wearing the Omnitrix, I had to keep checking." His eyes found Kevin. "You didn't know what you were doing, and we know that now."

"I tried to kill you," breathed the dark teen, wanting to pretend it was all a bad dream, but he remembered all those times when his hands had nearly sliced Ben's throat. He remembered all those times when he had been able to kill his best friend. He hadn't once been doing it out of hatred, but out of fear of being killed himself.

"The past is the past." Ben let one corner of his lips curl up in a faint smile. He struggled to keep that face on despite the Osmosian's pain of remembering how insane he had been; Kevin had been a child in a demon's body, unable to escape and plead his innocence. "Now I know why you didn't want to look back."

"Childhood is a scary place," said Kevin. He ran his fingers along the green paint job of his beloved Camaro. "Especially when you have a reason to fear waking up every morning and falling asleep every night. I was afraid you'd find me and kill me."

"I was afraid you'd find me and kill me," Ben chuckled for a quiet moment as the two fell into a silence. It lapsed and wavered as each took in what the other had said.

Ben had never known Kevin was just a terrified kid under the skin of a murderous beast. He had seen him as an enemy, a mortal foe. Ben had forgotten that he was just a kid after the first few encounters. It was dangerous for someone so unstable to be all alone. Now Ben knew why Kevin had clung so tightly to sticking around in Bellwood. He couldn't be alone without losing control and what little shreds of sanity he had been able to put back together.

Kevin had known Ben had been afraid. It wasn't hard to read in a young child's eyes when he was afraid. Ben wasn't exactly hero material back then, but he was an open book. The Osmosian had been able to read him and that was why it had been so easy to recruit him as a friend. But now, Ben was practiced and Kevin found it harder and harder to get his way into the mind of the brunette hero. It bothered him. That's why he stuck with Gwen. She was still simple and innocent, never hard to figure out.

"The past is the past." Ben picked up his smoothie once more off the table behind him. "We can leave it at that once and for all." His lips found the straw of the cup and he slurped down some more of the sludge.

"Good." Kevin slammed shut the trunk of the vehicle, letting the loud sound reverberate like an echo to basically close the conversation. "And if Gwen wants us to talk about it again, we go to a football game."

Smirking, Ben finished off his smoothie. "Deal."

A/N: I don't think they ever really hated each other. Ben was clearly terrified of Kevin, but we never exactly got Kevin's side of everything. This is kind of my take on the relationship the two had back in the first series. Reviews are greatly appreciated.

~Sky