A/N: I sure do love taking kid's shows too seriously.

If you haven't seen "Catch a Falling Star," you can find it free on KissCartoon. It's UA S3 E15. Not to understand this fic, but just because you should watch it. It's an excellent episode.

Gwen looked awful.

"You look awful," Kevin informed his girlfriend as he handed her the bag of spare clothes she had asked for. If talking his way past Gwen's parents and getting to her bedroom wasn't impressive, then he wasn't sure that anything he did ever would be. "What happened? You get hit by a bus or something? When you said that you were at the hospital, I thought that you were just telling the police about whoever Tennyson pounded into the sidewalk today."

His comment made Gwen wince. She wasn't meeting his eyes, something that didn't escape Kevin's notice. He took in her tangled hair, the bruises visible through her torn clothes, the dried sweat, and the flakes of blood sticking to her pasty skin. Years of living in the Null Void kept him from asking what happened. The answer would come when Gwen was ready to tell.

Despite her state, Gwen managed a dry smile. "It's a wonder that we ever fight when you talk sweet like that." She hugged her bag to her chest, visibly relaxing. "Thanks. I was worried that I would have to walk out of here in a hospital gown."

Kevin arched an eyebrow. "The jokes are supposed to be Ben's thing," he said before he could stop himself. It wasn't an accusation, but the way that Gwen's smile flickered and her gaze fell was all the confirmation that he needed. He had to bite back a flicker of annoyance. These two were going to end up giving him grey hairs before he was twenty. "Where is he? Don't tell me he's trying to fight the big bad all by himself."

But Gwen was shaking her head before he had even finished. "No, it's not like that," she assured him. "Ben is… fine. He's here, he's just—" She bit her lip. For a moment, Kevin thought that she was going to cry. There was a beat, but then Gwen steadied herself again and let out a shaky sigh. "He's in room 215. I should probably go with you. I don't think you'll get much information out of him right now. I would have told you, but things were too rushed for a phone call, and there are some things that just can't be communicated through text…"

She kept on muttering, but Kevin was no longer listening. He had known Gwen long enough now to tell the difference between pertinent information and her need to vent to herself sometimes. The hospital was a small one. Kevin assumed that it was the one that happened to be the closest when their fight ended. Had a civilian gotten hurt? Gwen seemed to be avoiding details, but Kevin could see Tennyson as the type to beat himself up over injuries inflicted upon idiots-standing-too-close-to-the-fight. It had never happened to them before, so as they took the elevator to the second floor, Kevin steeled himself to deliver the half-assed pep talk that Ben would need.

"So what was with the news vans parked outside?" Kevin asked. "I had to shove through fifty people just to get near the entrance. You'd think the hospital would label that a safety hazard." He just wanted to break the silence. Gwen was clearly upset, her thin lips pressed into a flat, displeased line. The idea was to keep her talking. Like Ben, running her mouth served to improve her mood. When she didn't answer, he pressed on. "Did some big shot get hurt standing too close to the fight? Are they still trying to run that "Ben 10: the Menace" phony story?"

The elevator dinged as it stopped. The doors slid open, revealing a sterile hallway utterly devoid of human life. Gwen gave a shake of the head as she followed Kevin out. "No," She mumbled. "They're, um— Well, they all want to be the first to interview Jennifer as soon as she's out of extensive care."

After the things that Kevin had done and witnessed, it took a lot to surprise him. But hearing that made him freeze mid-step. It was enough to keep him from calling Gwen out on not giving him the full truth. He turned to his girlfriend slowly, blinking down at her without expression. "Extensive care?" He asked flatly.

The oddest look of guilt flashed over Gwen's face. But then she shook her head, frustrated, and gave Kevin a nudge forward. "Look, let's just go check on Ben. His room's right around the corner. He should be awake now, and this will all be a lot easier to explain with him there to—"

Words failed her. Gwen must have been working to think about what possible benefit Ben's presence could serve because she never finished. Instead, she gave Kevin another nudge, much less passionate than the first. The look on her face convinced him to keep his mouth shut, though Kevin couldn't stop running what she told him through his head. "He should be awake now," she had said. And, sure, it was late. Tennyson put his all into being a hero. He could sleep if he wanted to. But her word choice, the word "now," echoed in Kevin's ears and made him tense in unease.

Entering room 215 was nothing like what Kevin had expected when he's been in the waiting area. He had expected some random stranger in that bed. Maybe a girl batting her eyelashes and thanking Ben for saving her life while he looked on cluelessly. Maybe a kid begging Ben for an autograph or to turn into an alien. Maybe a wealthy benefactor who would dump piles of money into Ben's unwanting arms as a show of gratitude.

What he hadn't expected, even after seeing Gwen's state and her unusual behavior, was to see Ben in that hospital bed.

The sight was jarring. Even in his younger years of being Tennyson's archnemesis and trying to kill the kid frequently, Kevin had never imagined something like this. He had pictured Ben crying, begging for mercy, broken and bleeding and beside himself with agony. But Kevin had never thought for a moment that Ben would ever be so quiet.

The kid looked dead for a moment. It was only when Kevin finally blinked that he noticed Ben's chest rising and falling. His imagination had run away with him and it took a minute for Kevin to notice the tell-tale signs of life. The flush of the skin, the faint grimace on his face, the way his fingers twitched sometimes when the heart monitor beeped. Reality sunk in — Ben was just sleeping. There was no reason to be overdramatic.

Still, the picture wasn't right. Kevin had never seen Ben sleep before. He was the kind of guy who was always on the move, always energetic, always doing something. He was too loud to be sleeping. Ben Tennyson didn't relax any more than he dialed down his inflated ego.

Turning to Gwen, Kevin jerked his thumb towards the bed. "What happened there? Was he tired or something?"

Maybe that was too insensitive. Gwen grimaced but wasn't able to muster up a glare. "I… I wasn't there," she confessed quietly. "I just left him alone for a minute, and when I came back… Captain Nemesis and Jennifer were gone and he wasn't breathing. He had used Clockwork. His arm had been blown open. The wires were disconnected, and when you translate those injuries to his human body…" She shook her head. "The doctors said that he's lucky to still have feeling in his fingers. There was damage to his blood vessels and nerves. I got him to a hospital and they gave him stitches, but you know how much Ben likes sitting on the sidelines. He pulled them tracking down Captain Nemesis. He's… h-he's going to be fine, they just put him on something strong so that he doesn't try getting out of bed."

As if on cue, Ben shifted and let out a sleepy, pained groan. His eyes opened, and Kevin understood what Gwen meant by "something strong." For starters, his pupils were extremely dilated. They almost blocked out the green of his irises, though what color Kevin could see was dull. It was almost like a film was over his eyes. Ben couldn't seem to focus on anything for very long, and there was only faint recognition when he looked at them.

"Woah," Ben drawled in a cracky voice, taking up a whole breath with the single syllable. "I've ne'er been 'n a room so… white. 'S like a hos… pital or somethin'..." He waved his good hand in front of his face, giggling as it no doubt blurred in his vision.

Gwen let out a sigh somewhere between fondness and exasperation. She walked over to Ben, taking a seat on the bed. Gently, she reached out and threaded her fingers through his, lowering his hand back to his side. The action confused Ben, and he blinked at where his hand had been before finally recognizing that there was now a person at his side.

But instead of saying something to Gwen, Ben tilted his head towards Kevin. "'Ey, Kev, buddy!" He was looking about two feet to the left of where Kevin was actually standing but appeared convinced that they were making eye-contact. "Missed ya on our last mission… 's not the same when I'm drivin'... 's not as fun without ya ta argue with..." He blinked hard, awareness slowly leaving his eyes until Ben gave up and let them close. His hand stayed entwined with Gwen's, but for all intents and purposes, he was dead to the world.

Neither of them dared to move until Ben's breathing evened out. Sleep came as quickly as a heartbeat. Kevin wasn't one for subtlety, but he found himself stepping lightly until he could stand at Gwen's side.

Ben was right about one thing. Everything was too white. The cast around his arm, the walls of the room, the blankets smothering him… Even the air felt white. It was all too sanitized and calm. The quiet suited Ben about as well as the hospital bed did.

"So," Kevin managed thickly, "Captain Nemesis did this? I always thought that guy couldn't hit water if he fell out of a boat."

Jokes were their normal. The awkward one-liners and forced laughter dissolved the tension that they were all afraid to acknowledge. But without Ben to join in, elbow Gwen and agree with Kevin through chuckles, it fell painfully flat.

Gwen was kind enough to ignore it. "Yeah, I always thought so, too," she whispered.

It could have been worse. At least Ben was alive. He wasn't loopy from blood loss or pain. It was just the medication that they had given so that he would stay under during a quick, routine surgery. Knowing that it could have been worse didn't make the sight of Kevin's best friend wrapped in those hospital-issued sheets any more bearable.

He should have been with them. The only reason Kevin hadn't wanted to come was that it had sounded so routine. An escape from jail and the kidnapping of America's Sweetheart was impressive for a guy like Carl Nesmith, but Kevin hadn't thought twice about it. It was luck, he had convinced himself. Just a crazy man taking advantage of circumstance. It wasn't like a dangerous alien fugitive was trying to kill hoards of people. It was a human convict with a lead pipe.

Of all the things they had faced, Kevin had almost snorted when he'd heard that Ben wanted to handle this personally. Why waste their time? He had said as much and opted to work on upgrades to his ship instead. Kevin had laughed in his friend's face and let him walk head-on into danger without a second thought.

"I'm sorry." The words surprised Gwen as much as they did Kevin. She licked her lips, then repeated herself, making eye-contact this time. "I'm sorry, Kevin."

"Sorry?" He blinked. Of all the people who should have been apologizing for this… "What do you have to be sorry for?"

She debated the answer to that question for a moment. "I…" started Gwen. "I was there. I should have— I shouldn't have left him alone in the first place, Kevin. If I had made him come with me or hurried back instead of stopping to get a soda, I could have kept him from getting hurt! I should have left him in the hospital and gone after Nemesis myself! I shouldn't have let him fight! He told me that he'd pulled stitches, but I still—! I just let him! What kind of awful friend am I? No, more than that. We're family. I've known Ben my entire life and I still thought that it couldn't be that bad of an injury, I still thought that he could handle a mad man with a busted arm, I—!"

There was a dull thud as Kevin brought his hand down heavy on her shoulder, the apology catching in her throat as Gwen snapped her jaw shut. Her gaze was pleading, as though begging Kevin to let her continue. But he wasn't going to sit through that any longer.

"You should go get changed." Kevin averted his gaze, eyeing where his grip was bruisingly tight around her shoulder. Slowly, he loosened it and let his hand fall away. "I'll keep an eye on Tennyson. There's a shower in there if you wanna get the dirt and sweat off."

The guilt was eating away at her. Kevin could see it — could see the dim, hollow acceptance in her normally glowing eyes. He thought for a moment that green might just be his new favorite color, if her eyes would smile again and if Ben's would open with awareness. What Gwen needed was someone to talk to. But Kevin wasn't ready for that. Not at the moment. Maybe not ever. She seemed to understand that. Gwen understood a lot of things.

"Sure," she agreed, her detached voice a far-cry from a moment ago, when her wavering words had threatened tears. "Tell me if he wakes up while I'm in there. And try to get him to drink some water." Gwen heaved a long, tired sigh. She looked ready to drop. "I might as well let his parents know what happened, too. And Grandpa. I've been putting it off long enough already, and it's better that they don't find out through the evening news."

As gracefully as if she'd been floating, Gwen swung her overnight bag over her shoulder and slid into the hospital room's adjacent bathroom. Ben would be staying for the night, Kevin knew. If he really had pulled his stitches earlier, then the hospital staff would be extra attentive the second time around.

Pulling stitches. Wow. And Kevin thought that he had stubbornness issues.

Then again, he had been friends with Ben for over a year now. Kevin had seen enough to know that the kid had plenty of issues already. Some days, he could almost swear that Ben was secretly suicidal.

After a moment's hesitation, Kevin sat down on the edge of the hospital bed. No parts of him were touching Ben, but it still felt too personal. Too close. Their relationship wasn't like that. It wasn't that Kevin didn't care about Ben's emotional state, it was just that neither of them was sure how to express that sort of concern. They chose not to. Their communication was different on a fundamental level. Where Gwen saw a lack of empathy, Kevin noticed the flickers of worry, the tight-knit brows, the mouthed question of, "are you okay?"

He couldn't get away with that here. Because even if Ben was awake, he would probably be too disoriented to recognize Kevin's frown for what it was: concern.

"I'm sorry," Kevin said to the empty, silent room. He watched Ben's face, just to be sure that there wasn't even a hint of awareness, before continuing. "That's the first and only time I'm gonna say it, alright? I should've been there with you two. Not that I'm upset or anything. It's just stupid that you got your ass kicked by a middle-aged man with a tin-foil glove. Not your brightest moment, huh, Tennyson?" He sighed, looking at the ground as though it was the most puzzling thing in the world. "The news is gonna have a field day with this. They always do. Don't you ever get sick of it? You always put on this bitch smile when they shove cameras and microphones in your face, even when they've got no other agenda besides making you look as bad as possible. We both know how this is gonna get framed. They're gonna make you look incompetent and weak. Make it look like you're not even capable of handling a simple prison break. There's no room for mistakes. It doesn't matter how many times you save this miserable planet, you know. They'll never let you be a person. You're just a monolith, Tennyson, and I don't get why you keep letting them tear you down and build you up and never say anything against it."

Silence. Kevin laughed weakly. "Forget it. I don't know what I'm saying. If you'll protect people that've tried to kill us, you'll take a little slander. Besides. They wouldn't have a story if I hadn't been covering your ass, huh? Isn't that how this friendship is supposed to work? I help keep you alive, and you're supposed to give me a reason to keep trying." He winced. "You and Gwen, I mean. Both of you. Why am I even correcting myself? It's not like anyone's listening to this. Least of all, you."

Almost afraid, Kevin glanced back at his unconscious friend. Ben hadn't moved. He was still too pale and fragile-looking and unconscious. And, yeah, he had always been skinny and kind of short, but something about the room just made Ben look like he was made of glass. Like he would blow away in a faint breeze. The picture was so unlike the Ben that Kevin knew that he had to look away as his stomach churned unpleasantly. What was it about the hospital that sucked away all of Ben's personality and achievements and cemented him in a dinky little white bed?

"You look so stupid, lying there like a vegetable," Kevin muttered. "It's not like you at all. It's too… vulnerable. I always thought that Ben Tennyson would rather die before opening up about anything." But that seemed to mean nothing in this limbo Kevin had found himself trapped in. "This is so wrong. I can't believe you're putting me through something this unnatural, Tennyson." He paused. "...and I can't believe that I'm letting you."

There was a beat. In his sleep, Ben shifted, expression knotting up in discomfort. His eyes fluttered open, just as dull as Gwen's had been and just as uncomprehending. Kevin felt like he ought to move, but he felt disconnected. From the world, from the hospital, from anything that he might do or say next.

"Hey, Ben?" He called at last, staring at the plaster wall above the bed.

Out of Kevin's line of sight, Ben made a sound that might have been a confirmation. He cleared his throat, struggling to pay attention, and tried again. "Mm, Kev?" That seemed about the best that he could manage.

"Do you remember when we got stuck in the Perplexahedron and were separated from Gwen?" Kevin didn't wait for an answer. "You said that I was like the older brother you never had. I avoided it, but…" Even without looking, he could feel Ben's gaze drilling into him. "I just wanted you to know that I feel the same. Gwen's my girl, you know that, but I don't know where I'd be if we never became friends. So, thanks. For that."

And Ben giggled, clapping his good hand over his mouth to hide his amusement. "Kev," he teased, voice going high and sing-songy. "You're so silly. Ya don' have ta… let your eyes sweat like that… Big brothers're the tough ones, 'member?"

Kevin managed a chuckle. He didn't touch his face but blinked rapidly until the stinging and wetness faded. "Yeah, I know, Ben. You should get some sleep. You're never gonna get as tall as me if you don't."

In his foggy state, Ben had trouble controlling his expressions. He made a face like he wanted to be upset at the tease, but couldn't quite remember what being upset felt like. After a minute of struggling with it, he gave up and relaxed. Ben didn't sleep, but Kevin took one look at him and knew that his friend was somewhere else entirely. Hopefully, somewhere better.

Satisfied and aching, as though someone had scrapped a melon baller through his chest, Kevin stood. Gwen was showering. Ben was resting. And Kevin was going to take care of the press outside. It was a small, ultimately insignificant action. Like vultures, they would be back, vying for every scrap.

But after the day the two had had, Kevin figured that he could at least make the rest of it a little easier.