Disclaimer: I don't own anything involved in this story.

(Author's Note: I saw a web icon kind of like this, so I had to write this story. Also, after watching the first episode of Ben 10, Alien Force, I had to write it. Obviously they are older here, Kevin is 19, and Gwen is 18.)

This story is dedicated to my best friend, who loves Ben 10 even more than I do, Happy almost Birthday!!

--

Gwen couldn't believe how excited she was, her first day out with Kevin in what seemed like forever.

"Can you believe how beautiful this place is,"asked Gwen excitedly, gazing excitedly in every direction, gaping at the huge mall.

"Uhn,"said Kevin disinterestedly, glancing around and then returning his eyes to his girlfriends long red hair.

"C'mon, let's go shopping!!"cried Gwen, grabbing Kevin's hand and dragging him to the nearest store, which turned out to be Victoria's Secret.

That managed to get Kevin's attention,"Ahhh, Gwen, wait, that's a chick store, guys don't go in there!!"cried Kevin, attempting to dig his heels into the tiled floor.

"Too bad."said Gwen, pulling harder,"Besides, don't you wanna help me try on bras? I do need a new one. I was thinking black lace."

Kevin's eyes widened in shock, he gulped, apparently imagining Gwen in her new outfit.

"Well, what are we waiting for!?"cried Kevin, dragging Gwen in the store as fast as he could.

--

TWO HOURS LATER...

Kevin sat, exhausted outside the dressing rooms at what seemed like the billionth store today.

'Damn, who knew this girl could shop like this...?'thought Kevin brokenly as he let his head loll back uselessly.

A sound interupted his thoughts,"Hey, what do you think?"asked Gwen's voice nervously.

Kevin rolled his head forward so he could look at her, and felt the breath ripped from his lungs.

Gwen looked stunning. She'd come to the store looking to buy a new swimsuit since her last one had been fried during their last alien encounter at a beach.

She'd selected a dark, midnight blue bikini, with splashes of gold and silver stars. The bikini hugged her petite form perfectly, laced perfectly off of her curves in a way that made Kevin want to go crazy.

Kevin's mind began to think of all the things he could do right now.

Right when he was in the middle of a fantasy where he picked Gwen up and threw her over his shoulder and carried her away...

Gwen's voice cut in,"Hey, you never told me what you thought."

Kevin blinked,"It's alright,"said Kevin gruffly, sliding his eyes from her perfect body to stare off into space.

Gwen blinked, looking slightly hurt,"Well, I guess if you don't like it..."she said, turning away.

Kevin didn't respond.

--

(Gwen's POV)

'What's worng with him,'thought Gwen as she turned away, confused and hurt, turning to go back to change.

Then she had a sudden thought, she spun to face Kevin, eyes determined and jaw set,"Do you think I'm pretty?"she asked, watching his face intently.

Kevin's dark blue, almost black eyes, slid back to her, he stared at her thoughtfully for a full second, before saying bluntly,"No."

Gwen's jaw dropped, eyes widening, unwanted tears springing to her eyes,"What?"she asked in dismay.

"No."repeated Kevin firmly, turning his eyes away again.

"Well...then...is it because I'm fat or something?"asked Gwen desperately, trying to understand why the boy she thought she loved was saying this.

"Yes, you are."responded Kevin, even more bluntly than before, barely flicking his eyes to look at her, before turning to stare back out the window.

Gwen gaped, tears attempting to leak out of her eyes, by sheer force of will she kept from crying,"Kevin. Kevin...you said...do you want to be with me forever? Because you said..."she began, her voice trembling, her heart beggining to shatter.

"No."said Kevin, cutting her off, his voice like a razor, driving anguish and agony deep into Gwen's heart. This time he didn't even look at her.

She gasped, and gave up on trying to keep the tears at bay. She let them go, and tears flooded down her face, sobs begginging to rack her body.

"Do you even like me?!"she gasped, her voice choked with unsuppressable sobs, and the agony of heartbreak.

Kevin didn't respond right away, and Gwen felt her hopes begin to flutter slightly, but then,"No, I don't like you."he said, his voice completely devoid of any emotion.

At his words, Gwens' heart shattered into a million pieces, and the tears began to flood down her face, and she sobbed unrestrainedly, shaking from not only from sobs but from cold as well, she was still in the bikini.

Kevin remained motionless staring off into space, his face impassive.

"You...You...wouldn't even...c...cry...if I walked away...would you...?"choked Gwen, almost incoherant.

"No, I wouldn't cry,"said Kevin, almost absently.

"Fine,"Gwen managed to choke, turning away, taking a step away from the boy who'd toyed with her heart, before he'd shattered it.

Just as she was leaving, she felt a hand grab her arm.

She was roughly turned around, almost against her will,"Get...away...from...me...Kevin..."she sobbed, attempting to free her arm.

Kevin didn't let go, he simply grabbed her other forearm, and held tight.

"Get away!! Get away!! You don't think I'm pretty enough, or skinny enough, and you don't want to be with me, and you don't even like me, you even said you wouldn't be sad if I left, so I'm leaving!! Let. Me. GO!!"she cried, yanking as hard as she could to get away.

"I never said any of that."said Kevin in an infuriatingly calm voice, clamping tighter to her arms.

"Yes you did!!"Gwen practically shrieked, pulling as ahrd as she could to get away,"You did!! You did!!"

"No, all I said was no, I never said any of that,"he said in that same maddingly calm voice.

"Well, that's what no means,"cried Gwen, shaking her head as hard as she could back and forth, pulling still, trying as hard as she could to get away.

"No, you asked me if I thought you were pretty, I don't,"said Kevin, leaning down closer to her, forcing her to look into his eyes,"I don't think your pretty, I think your gorgeous. You are the most stunning and sexy girl I've ever met."

Gwen blinked, turning to look him full in the face,"Really?"she whispered.

He nodded, his eyes filled with intense love, for her,"And the only thing fat or big about you, is your heart. I can't believe that anyone could have a big enough heart to love me the way you do."

Gwen grinned a watery smile,"Really?"she repeated, gulping, her face still wet.

"And it's true, I don't want to be with you forever, I need to be with you forever,"he said, staring intensely into her eyes, his face filled with tender love.

Gwen felt all her pain slipping away with every word this amazing guy said,"Really?"she whispered, letting her arms drop.

"Yes, and I meant what I said, I don't like you, I love you, everything about you," he said seriously, conveying every single ounce of love he could as he gazed loveingly into her eyes.

Gwen's whole face lit up, her eyes shining, her whole heart filling up with a new kind of love, one she'd never felt for anyone before,"Really?"she breathed, whisper silent.

He nodded seriously,"And Gwen, I know I wouldn't cry if you walked away right now, I'd die,"he said in a deadly quiet, serious voice, looking at her with such love and trust, and Gwen knew that he was, at that instant, in his own way, telling her that from now on, she would be the keeper of his heart, and that he trusted her with it.

Gwen felt a rush of joy, and uncontrollable love as she looked into his eyes, and she knew she would never be able to express in any words how much she loved him, and at the same time do even half the job he'd just done, so she settled.

"Me too,"she breathed softly, her eyes pouring out more tears, only these were tears of joy.

Kevin's face broke out into a huge grin, and he leaned gently down and placed the sweetest, most love filled kiss Gwen could ever imagine on her lips.

Gwen smiled gently into the tender kiss, and gently slipped her hands into his own, standing up on her tip toes so she could kiss him properly.

When they finally broke apart, Kevin wrapped his arms around her, and held her close, leaning down to whisper into her ear,"I love you Gwen. And I think that swimsuit is the hottest, most sexy thing ever. If you don't buy it, I'm getting it for myself."

"Don't be ridiculous,"Gwen mumbled sleepily into his shoulder,"It's not your color. Now, I'm tired, carry me."