DISCLAIMER: Ben 10; Alien Force; all characters and settings are created by Man of Action and produced / aired by Cartoon Network. I'm just a lonely nobody whom writes fan fictions because I'm a completely uber lame looser.

SWEET DREAMS, BABY PANDA

Kevin Levin thought he could never feel bad for someone, let alone a spunky brunet with toxic green eyes that always seemed to heckle him just for the fun of it. But things were different this time; the three foot tall being with small, lighter, almost neon green eyes and soft rounded features seemed to force his softer side to come out of hiding.

AAAHHCHOOOOO! Just like the countless times earlier that morning, a four-year-old Ben Tennyson belted out a sneeze with enough force to nearly knock himself backwards. Kevin glared over and hysterically laughed at the sight; the other half of him mentally scolded himself for laughing at someone else's misfortune. But it was an amusing sight none the less; Ben's normally fluffy hair was now frumpy and flat, reddish tints around his eyes and at the tip of his nose contrasted a pale white complexion that - along with his odd green eyes - gave him an appearance of a Christmas vampire. One of the few things that somehow always made Kevin cringe and turn a sour face were the inevitable splotches of nasal drippings after each sneeze from the younger.

Still, he felt bad about Ben suffering through a monster of a cold virus. Kevin held out a box of tissues, Ben snatched a handful of them and wiped every inch of his face before giving a blood-shot glare to the elder.

"Tangks Gebin…" Kevin nearly laughed hysterically hearing the butchered and massacred words slipping from the younger's small mouth.

"You want some soup or something?"

"Yeah" With this, the duo stepped from the living room into the kitchen.

Sitting at the table, Kevin glared to Ben sitting at his side and staring blankly at a bowl of soup and an open package of crackers. It was the way that Ben stared blankly that brought a most curious expression from Kevin.

"Something wrong, Benji?"

"I…I don' gnow if I gan…" Even though Ben spoke with stuffed sinuses and a weak tone, Kevin still managed to understand what the boy said.

"Well…" Kevin trailed off gently tapping Ben's back "…eat what you can handle. It's chicken noodle, supposedly it helps to make the cold go away faster"

Much to Kevin's surprise, his younger counterpart managed half of his bowl - mostly the broth, a few noodles and any slips of chicken present - and a few crackers before calling it quits for the time being.

_X_

Ben rustled under a massive mound of sheets, blankets and anything Kevin could find to make the four-year-old stop shivering; ready to drape another sheet over the boy, Kevin stopped when Ben whimpered impatiently before shaking his head.

"It's too hot" the small voice had a defined whine in the tone.

"But you're shaking like a leaf"

"TOO HOT!" this time his tone was more whining and upset.

"How can you be hot, you're behaving like you're cold"

"HOT! I'm hot! No morwe! I don-wanna-be-hot no morwe" Now his tone was downright fussy, the elder could easily tell mini-Ben was about to throw a fussy-tantrum if he didn't act fast. Kevin discarded the sheet, picked up the boy - coverings and all - and held him in his arms…Ben's head resting on his right shoulder.

"Look Ben…" Kevin spoke softly while gently rubbing the boys back "…I know it's not fun being sick, but we have to do everything possible to get this cold out of your system so you can feel better. You want to feel better, right?"

"Un-hunh"

"You want to stay sick?"

"Un-unh" a few short coughs followed the child's statements.

"I have an idea…" Kevin trailed off when Ben looked curiously at him "…let's call Gwen and pester her, that always seems to cheer you up"

Reaching into his pocket, Kevin pulled out a small cell phone and dialed a few numbers; holding the phone to his ear, he silently cussed when Gwen's voice came over the speaker. "Gwen Tennyson, I've got my hands full at the moment, leave a message"

"Hey, it's me, got a couple of questions, call me back when you can"

Even without looking, Kevin could tell Ben was pouting at not being able to pester his cousin.

"Bah…who needs her. We're having plenty of fun as it is, and she'll just ruin it" the elder laughed doing everything he could to put even half a smile on Ben's face.

Several long hours have trudged along; it is now nine thirty at night and Kevin watched a small Ben snuggling under the thick blanket with Furry Freddy in an exposed chubby hand. Poor little guy…the raven haired teen couldn't help but feel saddened at Ben having to go through this kind of chaos. Reaching over to a small end table, Kevin retrieved an odd looking device and gently guided it into Ben's ear, after a few short seconds, the device beeped and he gingerly slipped it out of the younger's ear. 102.9, hopefully it won't get any higher Kevin thought to himself while jotting the number on a small notepad. So far, this was the highest the fever had gotten, but it seemed to hold steady.

Every hour, on the hour, Kevin repeated the process of measuring Ben's temperature and marking it on the notepad along with the corresponding time. Much to his relief, between three and four in the morning, Ben's temperature slowly declined back to the low 100's. Only and hour later, while taking another probe, Kevin looked up hearing the front door squeak open slightly; Gwen's heavenly silhouette holding a few plastic bags visible in the dim room illuminated by a TV set to a low volume and a cast of light from the dining room.

"How's he doing?" she whispered taking note of Kevin holding the ear probe thermometer and Ben curled up on his side facing the back of the couch.

"Fever is going down slowly; sleeping at the moment" he stood and stared her eye to eye before they silently slipped into the kitchen. Placing the bags on the counter, she turned to him with a slight smile.

"How much sleep have you had this morning?"

Counting a few numbers with his fingers, Kevin sighed. "About three hours total. I've been keeping a check on his temp every hour, and I guess I just can't sleep. You know, there's nothing to watch at two in the morning"

"You poor thing" Gwen grinned before lovingly wrapping her arms around him "This is a really, really sweet thing you're doing for him"

"Sweet enough for a kiss?" the moment he asked it, Gwen stared at him and nodded. Slowly, the nodding ceased as she leaned in close enough for their tender lips to contact.

"Go on to bed and get some sleep. I'll watch him for a while" Kevin nodded before walking away; he abruptly halted and turned back.

"If you wouldn't mind, keep a written tab of his temp every hour on the hour, next round is in fifty minutes"

"You got it"

"And don't forget, his orange juice…"

"Is in the fridge, top shelf, left hand side behind the jelly"

"He's having trouble…"

"Keeping down anything other than a small cup of soup and a few Saltines"

"And his tissues…"

"Are in the blue box, and yes, he does need help getting all of the remnants off his face. Kevin, relax, I've got it under control"

Kevin stared directly into her eyes before turning his gaze to young Ben still sound asleep. "It's funny though, all these times watching over and caring for a four-year-old Ben, I can't help but feel like a dad. It's like this small being is dependant on me for survival"

Gwen approached and gently slid under his arm while placing one hand on his wide muscular chest. "I think you're doing an awesome job at being a daddy"

Kevin smiled feeling happy inside. Gwen supplied another round of kisses against the side of his face. "You've had several good night kisses, so go get some sleep, because mommy doesn't want to kick daddy's butt!"

Flopping hard against the bed, Kevin sighed and slowly closed his eyes. Even though his body was at rest, his mind blazed with thousands of thoughts - all seemed to return to the notion of Gwen caring for a very sick Ben. She said point blank that she had it under control, and he knew very well she was true to her word; but that did nothing to ease the thoughts of having to wake up and step in to fix anything that wasn't going right. Suddenly he sprang up; there was one thing he forgot to bring up when they were going over the checklist.

"When Ben gets fussy what do you do!" Although Kevin was speaking no higher than a whisper, the sudden noise made Gwen drop a package of bacon which she was planning to prepare as part of their breakfast. They did separate on view points though; she called it 'bacon', he used the word 'facon' to describe the fake meat bacon. Rolling her eyes, kneeling down to pick up the package, Gwen sighed.

"Pick him up, let him rest his head on my shoulder, softly rub his back in a clockwise - counter clockwise motion and try to make a reasonable point of view"

"Okay. Just making sure you know…"

"Kevin!" Even in a mere whisper he could detect anger and annoyance in her voice "Get some damn sleep already, I told you I've got it under control!"

Again she sighed as he left towards the bedroom for the second time.

DREAM

The room was cold; bright; sterile. Kevin forced his glare between the far wall lined with two foot wide by one foot tall doors leading to eight foot deep compartments, a somewhat shorter man dressed in full body protective clothing and a metal table with something laying under a white sheet.

"It's a shame really…" the man spoke with a thick Irish accent "…poor, poor, poor Ben could have had a fighting chance" he continued while pulling back the sheet to reveal young Ben with eyes closed and nothing else covering his body. Kevin forced his eyes shut while using the table to prop himself up.

"How could this have happened!" Kevin's shaky voice told of coming tears as he drew deep forced breaths.

"A tip, sir. Those whom say that they have it all under control, usually have absolutely no idea of what to do when something goes wrong. But my professional diagnosis, is that you left him under the care of a very negligent sitter. If you had been more careful, this young lad would still be very much alive"

"Gwen! When I find where she's hiding…!"

"No…well, okay, she is to blame too, but so are you. YOU did this, YOU killed him, YOU ARE AT FAULT!"

CURRENT TIME

Kevin sprang up in bed with a yelp and a flash of fear; after a few short moments, he glared around the empty room listening to the silence of the house.

"Ben!" he shouted leaping off the bed and out the door. "Gwen? Gwen! Gwen!" the shouting came more and more agitated as he searched empty room after empty room - even the kitchen bore no signs of life.

"Kevin! What's all the shouting about?" Gwen's voice forced him to spin around, sprint to her, and take her shoulders in his hands.

"Ben, where is Ben, where is he?" by now he was mere centimeters from her face - his cold glare piercing through her.

"Out on the back porch eating breakfast, I figure he's been cooped up for the last few days so why not let him have some fresh air. What's wrong, why are you freaking out like this?" No immediate response came from Kevin. "Look, if you're worried about him, have a gander at the temperature notes"

"He's eating breakfast?"

"Of course, a slice of toast sprinkled with some cinnamon and a glass of orange juice" it was then and only then that Kevin dared himself to look through the open back door, much to his relief, Ben - wrapped in a thick blanket - was nibbling on said toast.

"A dream…" he muttered "…it was just a dream. Everything's okay then…"

After a few short moments, both walked out onto the back porch where Kevin flopped down next to Ben at a small round table. "You feeling better buddy?" he asked noticing a little more natural peach tone on the boys face.

"Yesph"

"Ben…please don't talk with your mouth full"

Following a forced swallow, Ben gave a shamed look to Kevin. "Sorweeee"

"Yah, I just don't want you choke is all…" Kevin chuckled roughing up the boys hair.

_X_

Gwen watched with amusement and wonder as she sat under the shade of a large tree. Three days have long passed and any signs of Ben being sick are long gone; his normal hyperactive knuckle-headed ways coming back more and more every passing day. No more than ten feet away from her spot, Ben sprang from rung to rung on the monkey bars; he had no problem starting off but as he reached halfway through, his grip slipped causing him to fall to the ground. Much to her relief, Kevin reached out catching the boy before he made contact with the ground.

Look at them… she thought watching as the teen and the young boy on his shoulders laughed hysterically while running around the playground equipment while avoiding any low obstacles …I never thought Kevin of all people would have become so close with Ben. Deep, deep, deep down…I still say he makes an awesome dad. And maybe one day, he'll get to find out what it's truly like to hold his own son. To teach him; guide him; keep him safe and warm and well fed…to let the small being continue to exist because of him.

It was only after the boys came up to her and waited that she allowed her thoughts to fade into the darkest recesses of her mind.

"Come on boys, let's get home. It's about time for dinner"

"Cool, what's on the menu?"

"Dinnerw; dinnerw; dinnerw…" Ben chanted while laughing "What's for dinnerw? Is it pasgetti? Is Kebin cooking…arwe we gonna see those firwe men again? Can I sit in their truck and play with the sirwen?" a short pause allowed young Ben to gather his thoughts before starting another round of questions that lasted well through dinner.

_X_

"All right Ben, get some sleep. Because tomorrow we're going out to the zoo" Kevin speaking softly made young Ben smile slightly. Standing in the doorway, Gwen watched everything with fascination; the more she saw, the more convinced she became that Kevin would truly make a great father.

"Do they have pandas therwe?"

"Of course Ben, it wouldn't be a zoo without any pandas"

"Okay. But…but I'm not tirwed"

"That's okay…" Kevin smiled kneeling down next to the bed. What he did next astonished even the hard to shock Gwen. "Rest your tired eyes little one…" even though he had a rough singing voice, the soft tone and easy going lyrics made Gwen smile "…because tomorrow, is a new day, and a new day, brings new adventures…" by now Ben yawned trying everything possible to keep his small neon green eyes open. "…and before you know it, you'll be watching pandas eating bamboo" Kevin trailed off ending the song on a very soft set of words.

Ben was by all accounts drifting off to sleep. Kevin stood, leaned over the boy and as caring as possible, gave a gentle familial kiss to the brunets forehead. "Sweet dreams; baby panda"

"Kevin…" Gwen whispered clicking off the lights and leaving the door slightly open "…that was so beautiful"

"My mom used to sing that to me every night when I was his age" Their words faded as they silently slipped into the living room.

With the lights off, the door left slightly open, Gwen and Kevin retreating to another room, Ben tilted his head to the side. Before he brought the thumb of a curled hand into his mouth, Ben - on the verge of slipping into dreamland - whispered "Goodnight…daddy…panda."

A/N: Ow my brain hurts…weeks of compiling research; re-write after re-write; editing, proofreading, giving myself a concussion from banging my head against the desk from finding more and more mistakes…but it was worth it in the end.

And, I guess this makes story number 3 of my Young Ben 10 series. Hope you enjoyed it. Oh, yeah, one more thing, those words young Ben says were deliberately spelled incorrectly…just covering that topic.