Takes place somewhere in Alien Force. Maybe. Or later. Don't worry about the details so much. .

A/N: This is my first Ben 10 fanfic! Yay! This is also my first fic in a looong time. Well, that's not true... I have many on my computer, but I just never upload them. I lose interest, and the last thing I want to do is waste your time by having you read a fic that won't get finished (again). This fic, however, is already 100% done at this point!

That's right, it's finished! I will be releasing one chapter every day, starting with a nice three chapter upload. Let me know how you like the beginning! Thanks!

*Gwevin, with some yummy M-rated stuff in later chapters. My greatest hope is that I kept everyone in character, so please let me know if I have succeeded. Thanks!

Chapter One: Freeze-up

Nothing seemed too unusual about that day. Just another alien, destroying public property and making a nuisance of itself.

The creature was large and typically alien; shaped like a lizard but plated with an armor-like exoskeleton. It's long, whip-like tail could move fast, knocking away anyone and anything in it's path. Strong, fast, and scary. Totally not an unusual battle for the trio.

What really seemed fishy to Gwen, however, was the fact that this creature was seemingly attacking the abandoned construction site for no reason. It wasn't a sentient being- it's Mana didn't feel right for that- but it certainly wasn't indigenous to Earth, either. It didn't appear to be looking for anything... it was just... breaking stuff.

Why? How had it gotten here?

Ben was attempting to freeze the creature now, his Big Chill transformation complete and flying overhead. Kevin was attacking without thought- just running up and slamming his fists into the thing with gusto. Sure, it was obviously hurting the creature... but it wasn't enough to get the job done.

And every time Kevin swung at the alien, it would attack back with that whip-tail, snapping at Kevin and sending him flying backwards with a crash.

So far, no one was seriously hurt... but they shouldn't really drag this battle out. The creature wasn't that tough, but it had some serious staying-power to be able to shake off Kevin's iron-powered attacks so easily.

Gwen fired up her Mana, her hands glowing pink with her power. She raised her fists, aiming carefully between the plates of bone and throwing orbs at the creature as fast as she could manage.

It didn't even blink. Er, that is, if it had eyelids. She wasn't too sure on that point.

Her powers just bounced off it, useless.

"Impossible..." She muttered, eyes growing wide. Meaning to end the fight quickly, she had put her all into that attack. To be able to just ignore it... maybe this wasn't a normal, run-of-the-mill monster? Maybe she had underestimated the alien's abilities?

Schwoosh!

Ben let out a wide arc of freezing air through his mouth, encasing one side of the creature completely.

Kevin ran at it, his fist connecting with a satisfying "Crack!" against the ice, and the creature roared with pain.

The boys were gaining some ground, making the creature lose mobility, and Gwen knew that even without her the battle would be over with soon...

And then... Gwen's whole world flashed a bright, blinding pink.

…

It occurred to Kevin, after smacking the thing a few times, that something was missing. Or rather, someone.

Gwen never just sat a battle out, but sure enough when the dark-haired boy looked up he could see her standing just a little ways away from the fight. Just... standing there. She wasn't looking at the creature at all in fact, but just staring straight at him.

In any other situation, Kevin might have chosen to take that as a compliment. Having the pretty girl he liked stare at him could be very nice- really- but this was so not the time. Was there something on his face? Like, other than the thin iron coating that was average for his battle-wear?

As Ben and he pushed the creature back more and more, it was drawing closer to the thin, misleadingly fragile-looking girl, and Kevin found himself getting a little worried. Why wasn't she fighting? Or, at the very least, why wasn't she putting up her shields!?

Ben, now turned into Humungousaur, smashed into the creature, sending it back a few more paces. Their eventual goal was to make the thing fall over- hopefully knock it out- until they could figure out what to do with it.

Gwen still stood in one spot, her eyes wide and glassy.

Suddenly, in an unusual flash of foresight, Kevin saw what was about to go down and took action.

Neither of them had counted on Gwen being in the same place for so long. Gwen should be moving with them, attacking with them. She should be part of their team rather than just standing at the sidelines. So when the creature was only a few yards away from Gwen Kevin knew something bad was about to happen. He ran, quick as he could, towards the girl.

As he drew nearer, he took in her shell-shocked expression. Her eyes remained on him, and they were wide with something akin to fear. Before Kevin could ponder this any further, however, the creature eyed her, roared, and took a few steps to the side. It was aiming for a good smack with its tail, ready to take out it's anger on any tiny humans in its path. This wasn't enough to hurt armored-Kevin or alien-Ben, but an unprotected Gwen... It could break her in half.

Kevin could tell he wasn't going to make it in time. He called out to her, his voice belying a hint of desperation, and suddenly something seemed to snap in place behind her eyes. She shook her head hard, as if trying to dislodge something inside it. With a quickness born of her Karate studies, she flung up her shields, only barely blocking the monster's tail a split-second before it would have removed her head. It smacked into her pink wall, sending hair-line cracks through the Mana-shield.

The monster pulled back, intending to hit the shield again, but Ben was too fast for it. The hero plowed into the creature, finally sending it flying into an unfinished wall of concrete at the base of a skeletal building. Debris went flying, bits of stone hurtling through the air along with a thick cloud of dust.

With one arm movement, Gwen flung her shields back up, this time in front of all three of them. She was breathing hard, her eyes still manically wide.

Something was definitely wrong.

The dust-like debris, of course, fell harmlessly around them. There had been no real danger there, no reason for the shields. None-the-less, she kept them up.

And kept them up.

"Gwen!" Kevin yelled for the second time that night. The creature was stirring, moving among the fallen bits of broken wall. It was limping- some damage had certainly been done. This was the perfect time for them to try and capture it.

She didn't respond. She kept her shields up.

Ben turned to his cousin. Even his huge form was blocked, and he knocked on the shield as if it were a door. "Um, Gwen? Gonna let me go finish taking down this creature, or what?" he grumbled in humungousaur's gravelly deep voice.

She was clearly not listening, her arms still out to keep the wall up. She looked like she was concentrating, putting her full force into it, breathing hard. Her eyes were locked on the creature, wide and oddly wet.

Meanwhile the alien, finally managing to stand up, let out one last roar of defiance and then... vanished. No poof of smoke, no giant round screaming inter-dimensional vortex ripping through the fabric of space and time... just... gone.

Gwen dropped her arms, allowing her shield to blink out of existence.

Ben let out a rumbling cry of frustration and smacked at the symbol on his chest, dropping his alien-form in a flash. "What was that!? Gwen!?" he yelled from several feet away, and Kevin wanted to repeat the sentiment.

She let the creature get away.

Kevin looked down at her, intending to chew her out for her strange behavior, but found the words caught in his throat. She wasn't focused, her eyes glazed over, and she was still breathing rapidly, like she was hyperventilating. Her hands glowed pink, as if she were ready to be attacked again at any moment.

"Gwen?" he asked again, this time in a more gentle tone. He reached out, his eyebrows drawn in concern, and touched her shoulder.

She blinked. The pink Mana bubbles around her fists dropped, and so did she.

Her knee's hit the ground hard, and she looked up at Kevin with a drop-jawed gaze of amazement, her voice shaking. "You're ok..." She whispered.

"Er, yeah... but are you?" He asked, dropping down to one knee so he could meet her eye-level.

"Is she alright?" Ben asked, coming to stand beside them. His own face mirrored Kevin's: worried, bewildered, and then back to worried.

"I don't know- should we take her to a hospital or something?" Kevin asked.

"No- I'm fine." She said, gulping audibly. "I'm fine. It's ok. Everything's ok, and now that everything's ok, I'm fine."

...Now Kevin was extremely concerned.

"Maybe she hit her head?" Ben wondered, crouching down to join the two of them. "We learned about concussions in my CPR class at school..."

"I do not have a concussion. I just... I need to lie down."

"If you have a concussion you shouldn't sleep. I think. I'm not really an expert- I got a C in the class." Ben said sheepishly, shrugging.

"Seriously, Ben, no concussion here. I didn't hit my head- in fact, I wasn't hit with anything the whole battle."

"Then what happened!?" Kevin asked, fighting to control his temper. He was worried, anxious, and not getting straight answers. This was not an environment he thrived in, and could feel himself growing annoyed.

She paused, her mouth moving as if looking for the right words. "I just... froze. It happens to everyone sometimes, right?" She said, mustering up a very fake smile.

"Right..." Ben said, meeting Kevin's eyes. Both boys were thinking the same thing: No way. Gwen didn't freeze up. Gwen never just... blanks like that.

"You know, you should really just tell us the truth. I thought lying was a big no-no in this little club we have." Kevin said, his voice coming out just a little harsher than he intended.

He immediately wished he had kept his mouth shut. Her reaction was instantaneous and confusing. Gwen's face seemed to suddenly crumple, her careful mask dissolving at his words. Her eyes looked... crinkly and wet.

And all at once, she latched onto Kevin, hugging his middle and burying her face against his chest as they sat on the ground. He was still metal, so he was sure that wasn't the most comfortable move on Gwen's part.

"Are you... crying!?" Kevin asked in disbelief. He put one arm hesitantly around her body, and with the other pointed down at her. "Is she crying!?" he asked Ben, who looked just as shocked as he was. Gwen didn't cry. Gwen wasn't some over-emotional, freeze-up-in-battle, break-down-and-cry sorta girl. She was strong. She was the one with the level head, always able to stay cool and think logically.

And now she was holding tight to Kevin, her body shaking in sobbing convulsions.

"Hey..." Kevin struggled for words, kinda starting to feel embarrassed at the way she was pressed so tight against him in front of Ben. "You're gonna make me start to rust, you know," he said jokingly, and Gwen nodded against his chest.

"Sorry." She choked, but made no move to draw back. "You should just turn back to normal if that's such a problem, though."

"Ah..." he muttered. Did she just cleverly imply that she wasn't letting go? Yep. That's what Kevin thought he heard.

"Er, we should get back home. At the very least, you should rest, Gwen." Ben said, clearly starting to grow uncomfortable. "I think I'll wait in the car until you're... er... done." He looked to Kevin and mouthed silently, "Hurry up and get her in the car," before retreating quickly.

Kevin, deciding to take Gwen's advice, dropped his metal casing, his body growing soft and human again. This just seemed to allow Gwen to press herself closer, her slim body warm though the thin fabric of their clothing.

He gulped, attempting to stand. He pulled her up with him, since she was clearly not letting go.

"So, are you going to explain what's going on?" He tried again. He looked over towards the car, across the crumbling construction site, and saw Ben had almost reached it.

Gwen shook her head. She drew back only slightly, putting a few centimeters of distance between them. Her face was pink, and she carefully avoided his eyes. "Sorry. I don't know what came over me..."

She actually had stopped crying, as far as he could tell. Her eyes were still wet, but she was pulling back at her emotional outburst, fighting her traitorous eyes. Kevin was instantly relieved at this. She was clearly distraught, but seeing her tear-stained face had been just too much- Kevin was glad she had pulled herself together and he didn't have to deal with that, since he had no idea what to say when someone (especially a girl) cries.

"This might sound crazy..." Gwen said, and Kevin snorted. She smiled up at him genuinely, shaking her head, "Point taken- everything we do sounds crazy. But this was different..." She looked over at the car, her eyes glazed with memory. "I could have sworn I saw... well, the world went pink for a second, like it was completely over-flowing with Mana. And then, in what later was clearly only a few seconds, I saw something... something horrible. I saw something that lasted twenty, maybe thirty minutes."

Kevin's eyes narrowed, trying to grasp the meaning behind her strange words and failing miserably. "You... saw? What, like a vision of some kind?"

"Maybe..." She muttered, unsure. She stepped back, giving him some space. He suddenly found himself disappointed, missing her warmth. "But it felt so real. It was happening, and then suddenly I was back to the beginning, and it wasn't."

"Gwen? I'm sorry, but you're not making any sense. What was happening? And what do you mean about the thirty minutes? Thirty minutes went by in a few seconds? I don't-"

She cut off his voice with her finger, pressing it to his lips. Shaking her head, she continued. "I don't want to talk about it anymore. Please don't ask me anything else... I want to pretend it never happened, and most importantly I don't want Ben to know."

"What? Why?"

"I just don't, ok? I'm fine now- just drop it."

She walked ahead purposefully after that pronouncement, heading for the car. After a moment, with a confused shake of his head, Kevin followed.

A/N: For those who read my HP stuff and are wondering what the hell happened to me... um... my cat had a urinary tract infection and peed blood all over my old laptop. Yeah…. I couldn't bring myself to rewrite all I had on it, so I'm going to have to call those fics "abandoned until further notice." Er, sorry. I suck.