Disclaimer: Of the many things I do not own, Ben 10 is among them.

A.N. Thanks to those that waited. The final chapter was delayed to many things, mostly a severe lack of cooperation on the story's part. I had to grr at it for days before it finally turned into something workable. The ending is completely different than what I had intended and a bit more fluffy than I usually like. This might be the nicest I've been to a character without maiming, killing, or emotionally scarring them.

"Wha?!" Kevin mumbled groggily as he lifted his head and looked around. Ben was there, just starting to open his eyes. But Albedo… "Albedo?"

"He's gone," Ben murmured, not without a mischievous twist in his expression.

"What do you mean he's gone? Where would he go?"

Ben bolted up when he noticed how light it was. "CRAP! What time is it?!"

Kevin looked at the hero with wide eyes, "About eight thirty. Where'd he go?"

"Crap! CRAP! I'm going to be late!" Ben hopped around the room and pulled various articles of clothing off the floor and onto his body. His shirt was inside out and backwards but he managed to get his pants on right- except for the zipper which he forgot to zip. Well, at least he was wearing underwear… they weren't his though.

"What's going on?" Kevin stood up too and began to pull on his pants.

"I have a test first period! I have to fly over- SHOOT! I can't go Jetray! Oh, crap! I'm so dead!"

"Relax, I'll get you there in time."

Ben opened his mouth to decline but stopped himself when he realized there was no other way to get to school.

"I can't miss this test!"

"Relax, Benji."

"I'll have summer-school if I don't pass! Oh, crap! Crap! CRAP!"

Kevin picked up the panicking boy and slung him over his naked shoulder, "Relax Ben, I got it." He dumped the teen in his car before plopping down in the driver's seat and revving the engine.

Ben look anxious as ever, his eyes constantly raking over to the clock as Kevin drove.

"So would you mind telling me where Albedo went?"

"He was sent back to Prison. Azumuth gave me a decoy core for when he tried to steal this one."

"Oh," Kevin said dumbly, a slightly disappointed look shifting over his features. When he spoke again, his voice had become much softer, "Why didn't you tell me?"

"I was going to," Ben growled. "But I got a little distracted by the sight of my friend getting head from someone with my body."

"Are you mad?" Kevin asked, feeling more stupid every second. Not only had he trusted a criminal (something he should have known not to do because, as an ex-convict, he hardly trusted himself) but he also had made Ben angry without really knowing it.

"What do you think? Yes, I'm mad! Why did you do that?"

"You did it too."

"Don't remind me," Ben huffed and looked out the window. He was starting to get teary-eyed and he certainly did not want Kevin to see.

"Well, why did you stick around if you were so mad?!"

"Because that's what friends do, Kevin!" Ben spun around and snarled.

"Just…Friends? Even after all that?"

"What? You thought it was something deeper?" Ben laughed but tears were brimming in his eyes. "Did you think the same thing with Albedo too?"

Kevin stopped in front of Ben's school and cast a few awkward glances at the boy, "What? No… that was… that was just sex."

"Just like with me." Ben snarled as he opened the car door and started to walk around the front of the car towards the school. Thanks to some fast driving, he had enough time to make it to class without being late.

Kevin jumped out and blocked his path, "No, it's not like that. Not with you."

"Get out of my way," Ben mumbled, "people are staring."

Kevin looked around and blushed, making Ben frown. It was one thing to sleep with a guy, but it was another thing entirely to let the whole world know it. Kevin was already standing out in public shirtless and Ben knew he would back off before he embarrassed himself further.

"Let them stare," he said defiantly and the green eyes widened. The school bell rang and Ben jumped. If he didn't leave soon he would be late.

"I need to go."

"I'll wait for you."

"No. Go home!"

"But-"

"Go home, Kevin." Ben pushed the larger boy aside with a blush. Before he could get very far, a large hand closed around his wrist and yanked him back. Ben stumbled and fell onto the hood of Kevin's car.

If Ben didn't want to hear it, that was fine. Kevin would just show him. The brute's lips crashed into the hero's. Ben opened his mouth to protest but a tongue that wasn't his quickly slid in and started a wrestling match.

The hero was flabbergasted. Why was Kevin, the boy who feared public displays of anything other than machismo bravado, kissing him in front of so many witnesses? Did he plan on murdering them all afterward? Ben's mind raced. Damn, but he was a good kisser though! The brunette couldn't help but feel a bit disappointed when the warm mouth pulled away. Only once he opened his eyes did he realize that the hands he thought had been pushing the older teen away were actually just feeling up the hard muscles.

A round of clapping, cheering, and fake vomiting sounds (courtesy of Cash) brought them both back to their senses. Kevin's cheeks turned a brilliant shade and he looked away uneasily.

"Don't put yourself in the same category as him. Ever. You're different." He mumbled.

"I…" Ben, who had heard the crowd but opted to continue staring wide-eyed at the dark-haired teen finally tore his eyes away and stood shakily to his feet. "I gotta… go…"

Kevin watched as Ben walked past the crowd. Some of them lingered for a few moments longer, waiting to see what he would do, but they eventually began to make their way towards their respective classes. Soon Cash and J.T. (who had never really cared about tardiness) were the only ones still in the yard.

"Who knew?" Cash grinned at J.T. and folded his arms over his chest in a vague attempt to be manly. "The coolest kid in town is a flaming fag."

"Nice one!" J.T. high-fived his greasy friend and gave an obligatory laugh.

"Too bad Benny-boy doesn't like it," feeling a bit more confident, the bully turned to Kevin and sniggered. "What's the matter Levin? Don't you have the goods satisfy him?"

The punch delivered to Cash's face was satisfying enough for Kevin. He turned on J.T. and saw the chubby boy flinch; despite his rotten mood, he went easy on the boy- by only punching his arm enough to leave a nasty welt. Whoever said Kevin wasn't a nice guy?

*

Ben's line of sight was permanently downcast to his feet. He was fairly certain he'd failed his test, he was still upset and confused over Kevin, and for some reason Cash had just pushed him down and sworn revenge. It was a sincerely lousy day.

He grumbled as he made his way to the boy's locker room. At least soccer was the gym activity of the day- unless fate really did hate him and it would be cancelled. He changed quickly before anyone could give him any strange looks, thanks to Kevin, the rumor that he was gay had spread like wild-fire and some of the boys had started shying away already.

Ben let out a sigh and exited to the outside field. The frown that was secured on his lips deepened when he saw Julie standing next to the school's chain-link fence and talking to Kevin. Thankfully, he'd managed to find a shirt during the last hour, so he at least didn't look quite so conspicuous.

Ben swallowed the lump in his throat and turned back towards the locker room. He really wasn't ready to see Kevin or Julie at the moment.

*

"I could distract them long enough for you to get inside," Julie offered with a small grin on her lips.

"You'd do that?" Kevin's eyes widened.

"Yes," she answered simply.

To Kevin, Julies smile had never been so pretty. She slid the core of the Omnitrix to the older teen and gave him a small wave before she pranced back to her friends.

"Th-thank you." Kevin called, feeling a little dumbstruck at all that had taken place. Julie knew about Ben… and she knew about him liking Ben… Maybe even before he himself really understood what was happening… He would never doubt the brains on that girl again.

Kevin leaned against his car and waited, playing gently with the gift he'd bought for Ben. It probably wasn't enough to win the hero over again, but it was a start. The brunette hadn't come out and the teacher was beginning to take attendance. If Julie didn't do something soon-

A large scream startled Kevin and many of the people around the petite girl when she collapsed to the ground. She clutched desperately to her ankle and wailed without restraint. Kevin pushed his way through the gate and was about to run over to Julie before he realized he was blowing his one chance to sneak inside the locker room. Aside from her brains, Kevin would also never doubt her acting skills nor her lungs ever again. That girl could probably be dangerous if she wanted to be.

After a short run to the locker-room entrance, Kevin closed the door quickly behind him and looked around for Ben. The benches were all clear and for a moment his heart sank. He nearly turned back, stopping only when his eyes caught sight of a certain jacket belonging to his favorite boy. There was no way Ben would leave that behind, meaning he was still in the room. Kevin walked past the lockers with a small blush and entered the showers. Rather than the large communal bathing areas Kevin expected to see, he found that the school had invested in individual stalls. One quick peek under the row and Kevin knew exactly where Ben was. He stomped over and threw the curtain back.

*

Ben had heard someone enter the locker room. He figured it was the coach and tried to dry his eyes before he would have to walk out and join the class. However, just as he was standing to his feet, a rough hand pushed the curtain open and another hand thrust in and pressed some strange green plant in his chest.

"I know you're pissed, but give me five minutes to explain. Then I'll give you the Omnitrix and you can kick my butt if you want to."

Ben eyed the strange flower and glanced up at Kevin, "I'm listening."

Kevin blinked. He halfway expected Ben to punch him right then and there. He deserved it, sort of. But the green eyes only stared back calmly. He cleared his throat and began talking. "First off, I'm sorry for what I did. I never should have done… that…"

Ben kept quiet and kept staring. Suddenly, Kevin felt stupefied. The perfect speech he'd planned out was instantly gone from his mind, all he could focus on was the pretty green eyes.

"I didn't mean for it to go that far… I just wanted… I don't know… I just wanted to see what it would look like if we… I mean… I know he's not you… but you… I didn't think that you would ever… with me… I mean…"

"But you wanted me, right?"

"Yes."

Ben's eyes turned a bit colder, "Then why didn't you try to sleep with me?"

"I didn't want to hurt you," Kevin quickly explained, "I mean, it hurts, doesn't it?"

"Well, the first time, a little."

"First time?" Kevin retracted a bit, "that… that wasn't?"

"No," Ben couldn't help but look a little smug, "It wasn't."

The taller boy seemed to blush and pale all at once, "Wha…wh… Who? When?"

"Pierce, when I was in the Null Void."

"Porcupine boy?! YOU SLEPT WITH PORCUPINE BOY?!"

Ben's haughty face turned a little sour, "Yes. But unlike you, I know when sex is just sex."

"Why did you-? With him of all people?!"

"It seemed like a good idea at the time. We started talking and one thing led to another. Before I knew it- Hey! Don't change the subject!"

"You lost your virginity before me?!"

"You were a virgin?!"

They both stared at one another with moderately horrified looks before a harsh voice cut through their silence.

"Tennyson!" Ben's eyes grew wide. It was the coach, finally coming in to find him. Kevin swore under his breath and handed Ben the Omnitrix core, watching the boy fumble with it before he pressed it into the wrist-band and twisted it until Big Chill's silhouette appeared. They could hear the man walking past the lockers with heavy footsteps, he was not happy. The young hero transformed quickly before turning intangible and pulling Kevin with him into the nearest wall.

They waited there for several minutes, both trying not to breathe as they listened behind the wall as the coach searched.

"Shit, we left the flower behind," Kevin whispered.

"Why did you bring me that thing anyway?" Big Chill's voice hummed out in its usual cold drawl, making Kevin's hair stand on end.

"Because I thought it was a nice gesture, or whatever." He huffed back, almost pulling away before he remembered that letting go of Ben while inside a wall was a very bad idea.

"Oh, sure. Sorry I fucked your look-a-like. Here's a flower."

"As I recall, you did you share of the fucking."

"I received my share of it too," Ben growled. "How's that for a nice gesture?"

"You said you wouldn't mind bottoming," he hissed. "I let Albedo do it because he was smaller and it wouldn't hurt. I guess next time I'll just dive right in and fuck you senseless."

Despite Ben's sincerest attempts to remain angry, Big Chill's wings vibrated slightly at the prospect. He lost himself in that thought before his mind caught up with his hormones and he growled, "Right, next time. Like that will happen."

"Why not? After all, it's just sex, right?" Kevin growled.

Ben pushed Kevin back into the shower stall and glared as he turned back into his human form, he wanted to say something, preferably something nasty, but his mind was far too cloudy. Kevin, on the other hand, seemed as though he was trying to keep calm. Punching someone was the fastest way he knew to end an argument; it was what he usually did to win-- and it was usually damn effective too.

"Look," Kevin sighed, trying to let go of his anger. "I like you, Ben. A lot more than I should and a hell of a lot more than I ever meant to. I blew Albedo because I'm stupid and if I'm not ruining one thing, it's because I'm busy fucking up another thing." Kevin paused as if he was trying to think of something to say. Drawing a blank, he simply grabbed Ben's chin and forced him into a rough and demanding kiss. Ben growled a little at the rough handling, but soon after he let out a small chuckle into Kevin's mouth. The brute pulled away with a deep frown. "Laugh it up; but I'm serious, I like you."

"Your argument sucks," Ben smirked… and then he pushed Kevin against the wall, crashing his lips up against the elder's.

Kevin Levin was a lot of things. Currently, he was frustrated and horny- not exactly the best combination for a teenager. He pushed Ben to the other side of the stall, lifting him slightly before pressing his thigh into the boy's crotch and deepening the kiss.

Ben let out a low moan and a shallow grind of the hips. He wasn't wearing his usual outfit and the lack of jeans was a surprisingly pleasant experience as Kevin reached between his legs and stroked him through the sleek polyester. As pleasant as that feeling was, he would have rather liked the stroking to take place without any of his clothing. Kevin seemed to think so too, because his fingers quickly wrapped in the fabric and tugged them down.

Ben stumbled one leg out of his shorts and fumbled with the button-fly of Kevin's jeans. It would have been so much easier if he could simply look down, but the aggressive kiss Kevin was giving him kept his lips and his eyes tilted upward. He managed, somehow, to undo the buttons and push the denim down just enough to free Kevin's penis, which, to no surprise, was quite hard.

Kevin pulled his lips away and grabbed Ben's shirt, yanking it upward but stopping before it slid completely off his arms. Ben felt the fabric being twisted tighter and his arms being raised above his head. The next thing he knew, his wrists were bound and hung on the shower head. The T-shirt, of course, was a stretchy material and Ben could very easily wiggle his way out if he wanted to. Thankfully, he didn't really want to at that moment; what he did want was to wrap his legs around Kevin's body and grind against him- which he very much did.

The elder lifted his leg slightly, holding it against the wall to help Ben balance while his other hand was held out expectantly under Ben's chin.

"Spit." He commanded and Ben obeyed, trying to produce as much saliva as possible before sending it out into Kevin's hands. He watched as Kevin did the same before smearing it over his erection and hooking his hands under the crook of Ben's knees, lifting his smaller body into position.

"Even if it is just sex," Kevin growled and started pushing inside, "I'm going to make sure that you'll never want anyone else but me."

Ben moaned as he felt his body close around the head, Kevin was thicker and hotter than anything he'd taken before and for a moment he wasn't sure if he could take him. He didn't have much of a choice, though. Kevin wasn't really giving him an opportunity to articulate any of the thoughts that were buzzing around in his brain. He moved as slowly as he dared, teasing Ben inch by inch and watching the teen moan and bite his lip at the feeling, letting out a final grunt as Kevin's hips pressed against the tanned skin. The brute adjusted Ben's weight in his hands and then started to pull back.

He waited only until he was halfway back before he moved forward in a swift thrust that made Ben cry out and twitch in surprise. Kevin watched closely, trying to gauge if it was too much for his younger lover or if it was safe to keep going. When Ben gave a small roll of his hips, Kevin smirked and pulled back farther, letting all but the tip slide out and then pushing back inside with a single long stroke.

Their breathing was a bit heavier but that didn't stop them from pressing their lips together in a deep and heated kiss. Kevin moved a bit faster, enjoying the vibration from Ben's mouth as he moaned and bucked at the feeling. The kiss ended with a gasp and a hiss from Ben as Kevin pulled out completely and slowly rubbed himself against Ben's opening.

Ben panted and growled, "Don't tease-" Kevin's mouth collided with his again and Ben felt rather stupid for wasting the precious little breathing time on talking. That thought was soon pushed away when Kevin entered him again and started thrusting faster and harder than before. The raven-hair's lips traveled downward, giving Ben's chin a quick kiss before moving down to his neck.

Ben let out an elated whimper when tooth and tongue began to work over his neck, licking a spot gently before nipping at the skin.

"Nnn..yes" Ben mumbled feeling the hot tongue sooth over a particularly aggressive nibble. Kevin leaned in more and began sucking as hard as he could on the warm skin. The elder picked up his pace and Ben winced. "Spit, please," he implored.

Kevin gave a little growl but pulled out and spit on his hand, wiping his member with the saliva before pushing back in harder and faster than before. Smirking, he snuck his hand back under Ben's knee and began to stroke him. Ben swore and arched, his wrists slipping out of the cotton hand-cuffs and wrapping down the broad back.

Ben bit his tongue, trying to hold back groan that was bullying its way out of his body. With another smirk, Kevin pulled back and angled himself just right to hit the teen's prostate spot-on. The smirk turned into a haughty grin when the hero couldn't hold back the loud and sharp moan.

"More," Ben whispered, grinding his hips and running his fingers down the taller boy's back. "I'm so close."

Kevin did as was asked of him, alternating between a series of long, fast thrusts that would quickly and randomly turn into slow but hard strokes. Meanwhile, his hand worked over the boy's shaft, sliding over the sides while his tongue rubbed the slit.

Ben gasped and bucked a few times, coming into Kevin's hand. The raven-hair enjoyed the tremors while they lasted, letting Ben's body tighten and release around him until it finally relaxed and the teen's body went somewhat limp.

Kevin pushed Ben's relaxed body harder against the wall. "We're not done yet," he warned, making the spent hero suddenly feel just a tad harder. The elder pulled out once more and coated his member in Ben's warm cum before, once again, pushing himself deep inside with long, fast strokes.

He moved faster, breathing quickly while his dick slipped in and out of the hero's ass. As he pushed closer and smashed his lips against Ben's, the feeling of the hero's member hardening between their bodies brought a smirk to his lips.

"Fuck, yes…" Ben gasped as he pulled his lips away just to breath, "Hmn!"

"Like it?" Kevin teased, deliberately pulling back too far.

"Don't stop!" Ben clawed at the thick shoulders and smacked them when his elder didn't submit.

Kevin chuckled and slid back inside, watching Ben grit his teeth at the teasing. He was getting close, though, it was time to speed things up if he wanted Ben to come before him, again.

"I think you do like it, Benji," he grinned and the brunette let out a something that sounded like a chuckle and a growl. "You'll never be able to fuck or be fucked without thinking of me and this." He slid his hips against Ben, pushing in as deeply as he could and smiling as Ben lifted his head and cried out. "And you'll always want more… No matter how hard or how much… you'll never have enough to make you forget me." Ben whimpered as Kevin's fingers worked over his hard shaft. "Even when the cum is dripping out of your tight little-"

Ben fingers twisted into Kevin's hair as he came hard, this time onto Kevin's shirt. The after tremors were enough to push the older boy over the edge; he gave a few fast thrusts and then coated his lover's insides with hot white cum.

Kevin leaned against Ben, more or less holding him against the wall as they both tried to catch their breath. After a few moments of silence (except for the heated panting) Kevin slowly pulled away and the hero was forced to stand on his own two feet.

"Don't look so frazzled, Benji." He smirked as he zipped himself. "It's just sex."

Ben huffed and grinned, reaching out to stop his elder from leaving the stall.

Kevin had planned to fuck and run, giving Ben plenty of time to think over just what he would be missing. But there was one critical flaw in his plan. The class. He snapped the curtain shut and turned to Ben.

"They're coming!" he hissed and Ben quickly pulled his shorts up, not bothering to try and wipe away the warm liquid. He reached for the Omnitrix but stopped when he heard voices in the shower room.

"Come on out, Tennyson," one of his classmates said.

Kevin jumped up against the walls, holding himself so that the boys couldn't see his feet along with Ben's. It was too late to transform now, they knew he was there.

"We really don't care that you're gay. Well, Mark does. He likes you."

"Shut up."

A few of them sniggered and Ben's eyes narrowed as he tried to pull down his shirt from the showerhead without knocking Kevin down.

"But we really don't care," another boy insisted. "Frankly we're more upset that you ditched us on soccer day."

"Yeah. The girls killed us."

"The worst part is that we took bets before the match. We have to put away all the equipment for the rest of the year."

"I'm never betting with Yamamoto again."

The boys were more or less talking amongst themselves until someone addressed Ben directly. "Come on Ben," he coaxed playfully, as though he were trying to lure a puppy closer.

Ben pulled on his shirt and cast a wary eye at Kevin, who swallowed hard grabbed the showerhead to keep from slipping down. Ben took in a heavy sigh and slipped out from behind the curtain.

"There he is!" Kevin heard someone say and Ben gave a nervous laugh in reply.

"We'll let you off the hook this time, Tennyson. But if we lose to them again, you'll be in real trouble."

"Seriously?" Ben asked rather sheepishly. "I mean, you guys aren't… freaked out or anything?"

"A little surprised, maybe. Not really freaked out."

"Plus, if you're batting for the other team, Julie is fair game."

"Not for you, she isn't." One of the boys sniggered, "I already asked her."

"And she said yes?"

"No. But that doesn't mean you have a shot." Kevin heard laughing and a small scuffle.

"Watch out for Cash, though. J.T. said something about him waiting to ambush you at the bike rack."

"Yeah, give us a few minutes to get there first. He won't bother you if we're there.

"Thanks for the offer," that was Ben's voice, "but I'm walking home today. So don't worry about it."

"Oh, that's right. Kevin drove you this morning. Hey, did you guys have a fight or something?"

"A lover's spat?" a boy teased and Kevin wrinkled his nose. He did not like being teased.

"That explains the giant hickey on your neck."

"Shut up," Ben laughed and Kevin could see his feet shuffling a bit. He really wanted to hop down and smack the kid for teasing, but that would mess things up big time. As it was, everything could go back to normal… or at least as normal as Bellwood ever got. He let out a quiet sigh; things were going to be just fine.

And that's when the showerhead broke.

Kevin crash landed to the floor with a loud thud. Before he even had time to swear, the curtain was pulled back and he was facing a class full of teenage boys.

They were silent at first; Kevin fought the very hot blush that wanted to crawl over his cheeks. He generally disliked crowds because they made him feel very intimidated. Then he remembered that he was more intimidating to them and a small smile appeared.

"Oops, my bad." He shrugged, smirked, and stood to his feet. "Do me a favor, would you?" he asked as he walked out of the shower stall. Several of the boys nodded dumbly, most simply gawked, and Ben looked like he was on the verge of a fatal aneurism. "If anyone asks, tell them Ben has the flu so he went home." He gave them all a quick look that told them he was serious until they all began nodding compulsively.

Ben's mouth opened in shock and he gasped as Kevin slung him over his shoulder and began walking towards the lockers, "Come on, Benji, let's get your coat…. Oh," he turned back to the speechless boys, "And tell Cash that my trunk is big enough to fit a human body if he really wants to pick on my Benji."

Did anyone notice the chapter math in this story? One chapter centered on masturbation, two chapters focused on sex between two people, and there were three threesome chapters. What can I say? Math is sexy.