A/N: This is the first fan fiction I have ever written. After a decade of enjoying the writing of others, I have finally steeled myself to contribute something. This is inspired by the artwork of some wonderful artists such as ~Kapaychan and *kitsune999 among others at DA, as well as the amazing writing of Skylark Evanson, ParamoreXO, brandirandom21, *DivineRoseBoot and Eternal-Night-Ride. There are many others who inspire me and have inspired me through the years, however, they are too many to list so I can only thank you all for your gifts to us readers. If any of those listed read this, I humbly apologize in advance if my work is not up to par with those who inspired it. This is dedicated to my amazing husband who supports me in all I do.

I feel obliged to give special acknowledgment to ~Kapaychan who allowed me to use her GwennyII character in this story.

Disclaimer: Ben, Kevin, Gwen and all other characters from Ben 10, Ben 10 Alien Force and Ben 10 Ultimate Alien belong to Man of Action.

Hope you all enjoy!

The dark haired teen couldn't help crack a smirk as he leaned against the hood of his revamped, silver, 1967 Shelby Mustang GT and tried to work on his trigonometry homework.

The holographic readout on his tablet was hard to focus on when two very noticeable, very attractive (obviously freshman) girls, kept ogling him and giggling not ten feet from where he stood waiting for his moronic cousins to come out, so he could give them a ride home.

Sometimes, he hated being the oldest. It meant that since he was the first to get his license, he had to chauffeur the other two back and forth to school. In his mind, this was totally unnecessary, as they both owned hover boards. But, no… "You have to look out for each other", both his parents and Uncle Ben, had said. "Our enemies would jump at the chance to get at us through you kids."

To that, his mother had aggravatingly logically and lovingly added, "Especially you, Devlin. You know they've tried to get at you since you were little and your abilities manifested. If anything were to happen to you… I could never forgive myself." Then she got that haunted, forlorn, almost guilty look in her beautiful jade green eyes that almost perfectly mirrored his.

It was as if she blamed herself for his abilities and the corresponding temptation they posed to those who would seek to use them against the universe. Devlin couldn't fathom why, though.

He loved who he was. He'd certainly never change it! Azmuth had explained to both him and his parents when he was six that both his particular hybrid genetic composition and the corresponding mixed Anodyte and Osmosian abilities had likely never occurred before in the history of the universe, because a full-blooded Anodyte and a full-blooded Osmosian could never conceive a child.

His conception, Azmuth gathered, was probably around a one in a trillion shot and even then, only occurred because both parents were at least, half human and that genetic material had worked as a form of buffer between the other two alien genetic codes that intertwined to form a being as singular as Devlin.

His powers were much the same. He had both parent's abilities. He absorbed energy like his father, but could manipulate manna, which in essence was life energy itself, much like his mother. His human DNA buffered his alien abilities in a way that created an unexpected side effect to his powers. Devlin could absorb any energy, not just matter. Then, use his corresponding Anodyte abilities to manipulate the energy into manna, which was completely harmless to him. Thus, the weakness all Osmosians possessed when it came to absorbing raw energy or life energy and going insane, simply didn't apply to him.

When his unique abilities became the knowledge of the wrong kind of element in the Galaxy, Azmuth learned of a plot to kidnap the youth in hopes of cloning him. This was when the boy was eight years old. As a solution, Gwen and Kevin allowed Azmuth to publish an exact genetic record of Devlin publicly to the universe. If they wanted to clone him, let them, as long as their son was safe by their side. They'd deal with the repercussions later.

It turned out that Devlin's DNA was far too complex to replicate- much to the chagrin of about a dozen or so evil scientists who tried and failed miserably to clone him. Every attempt ended with one kind of offense against nature or another, which usually killed its creator and had to be taken down aggressively by the Plumbers.

After that, when he was around ten, someone tried mind control on him. However, by this time, he had spent a summer with his great-grandmother Verdona on Anodine and she had taught him the mental discipline needed to keep such infiltrations at bay.

It had been six years since the last idiot tried anything, but Gwen still blamed herself as if she could have done anything to prevent the attempts against her son.

Devlin honestly couldn't understand this. If anything, the fact that she and his dad hadn't been able to provide him a sibling in sixteen years of trying, should be proof enough to her that they had absolutely no control over what or why he was.

Still, every time Gwen gave him that look, he gave in and did anything his mother asked. It was as if she had a special power or something. His dad was considered one of the toughest, most hard-ass Plumbers in multiple galaxies and just one of those looks from her, labeled him 'whipped'. Maybe, he could sweet-talk her into teaching him that some day after martial arts training. He doubted it, though. It was likely one of those Gwendolyn Levin take-it-to-her-death secrets.

Hence, he was standing here at her imploration, like an idiot, waiting for his younger second cousins to finally emerge from the learning institution in which, all three attended high school.

Of course, he could be sitting in the car. It's not as if the Tennyson siblings wouldn't recognize the silver, antique Mustang parked in front of their school. Especially, since they had been in it dozens of times since his parents surprised him with it when he first got his license.

Actually, to be exact, they surprised him with a rusted shell of a 1967 Shelby Mustang GT.

It didn't run. Not that cars ran on gasoline engines anymore; which is what the thing had.

The paint was non-existent. The interior was trash.

To anyone other than Devlin Levin, this 'car' was a junk heap. However, it had always been his dream to own that car ever since he saw it in some ancient recording his dad had.

To this day, Devlin had no idea where his dad found it. They worked together on it for two weeks just to get all the technology in it up to date. Then, both his parents were deployed on a mission and he ended up finishing the interior and paint job on his own. He kept the rubber wheels on the car. Although, he had to replace the 'rubber' itself with an off-world polymer as that material was no longer produced on earth. It was a lot of effort, but he wanted to keep the overall authentic look on the outside. Although, on the inside, it was totally decked out with the latest tech. (The Levin household was never short on tech, especially the garage.)

The 'authenticity', however, made his ride stand out like a sore thumb amongst all the other modern vehicles hovering about the front of his school. Therefore, being noticed by Gwenny and Kenny was not the reason he was not in his car.

No. The reason Devlin Levin was currently reclining against the hood of his car instead of snuggled in the plush, black leather appointed, climate controlled interior… was his male ego.

He'd noticed the two aforementioned fan girls following him as he walked through the halls from his locker to his car.

What could he say? He was flattered!

Devlin knew he was handsome. Everyone, both male and female drooled over his dad and he had inherited the man's exact body type and abundant musculature.

He was broad shouldered and large boned. He had always been big for his age even when he was an infant. A fact his mother liked bringing up whenever she was especially pissed off at one of his shenanigans and that unfortunately, was often. "When I think, I went through forty-seven excruciating hours of labor just to give birth to your, selfish, humongous…" The way that statement ended differed in colorfulness of language, depending on the severity of the actions on Devlin's part, which had originally brought on the rant.

Devlin always had to swallow his tongue to keep from biting back with, 'Well Mom, there is such a thing as a caesarean section, but no... Wonder-woman had to go all 'natural childbirth', so that she could rub it in her kid's face the rest of his life!'

He was pretty sure, regardless of the fact that his mother had never really raised a hand to him outside martial arts training; she would snap and wipe the floor with him if he ever let that slip. He visibly shuddered at the retaliation his father's twisted mind would conjure up for him afterwards for having disrespected his mother and the love of his life.

Yeah. Devlin sagely kept his comments to himself.

Continuing Devlin's physical description, one would immediately focus on the one feature gifted to him by his mother: his large, expressive, jade green eyes.

All his other facial features were Kevin's (much to his mother's mock chagrin). He had his dad's angular chin, dark brow and slightly hooked nose. He had his father's raven black hair that fell just past his shoulders when he wore it loose, which seldom happened as it bothered him horribly to have it loose (although, curiously, not enough for him to cut it).

Therefore, he kept it tied into a high wolf tail and shaved all the hair around the circumference of the back of his head from ear to ear, off. The only indicators of the true length of his hair were the bangs he allowed to fall and partially obscure his face when he didn't tuck them behind his ear.

Devlin's pallor, he'd always figured, came from both his parents- his mom being a 'Ginger' and his dad being very pale, as well. His smile, which he more often than not wore as a smirk… that was all Kevin, he had seen it reflected on his father too many times to think otherwise.

All in all, this combination of physical attributes made Devlin quite the little piece of eye candy and by God if he didn't know it.

So, maybe he was a little cocky! His dad certainly was. God knows, his uncle Ben had an ego the size of Jupiter. So like, wasn't he genetically inclined to be arrogant about his looks, or something? He certainly thought so.

This is the reason he hadn't bothered with sitting in his car while he waited for his cousins and instead stood leaned against the hood trying to look inconspicuously sexy while starting on his homework. After all, his fans deserved a good show for their arduous effort in trailing him all the way here.

Who was he to disappoint?

So absorbed was he in putting on his little show while trying to think up the most aloof way to get their numbers that he didn't notice the two very amused teens he'd been waiting for sidle up to him on his blind side.

"Hey Cuz, they're hot!"

To say Devlin jumped at the sudden intrusion of his cousin Kenny's voice would be a gross understatement. The teen literally flew off the hood of the car, simultaneously snapping his head towards his cousin, which caused his homework pad to go flying smack right onto the hard pavement.

This overreaction was apparently hilarious to both his fan girls a few feet away and his female cousin Gwenny, if the chorus of unbridled, unrestrained laughter was any indication.

"Yeesh, Dev! Twitchy much?" The dark haired, almond eyed, girl was finally able to get out between bouts of laughter. Devlin had the stealth of a wild cat. Catching him uncoordinated was just too precious.

"Bite me, Gwendolyn! Get in the car! Now! The both of you!"

Devlin felt the heat of a furious blush rise up his neck into his cheeks, which mirrored the rise in his temper perfectly (a dangerous temper was another one of those things he was fortunate enough to inherit from both lineages). With a speed and violence that likely was not of human origin, he picked up the discarded tablet (and hopefully what little dignity he could in his embarrassment), and swung himself over the hood of the car and into the driver's seat.

He immediately revved the engine and sent the car shooting forward before even checking if the other two would-be passengers had actually followed his previous order.

Pissed as he was at the moment, they could crawl home for all he cared!

A sudden thud against the back of his seat and pained "Oof!" sound as he swiftly accelerated off the road and started hovering, alerted his temporarily anger shrouded mind to the fact that Gwenny was definitely somewhere in the vicinity of the backseat.

"Crap, Dev! Just because you made a total spaz of yourself in front of my friends back there, doesn't give you an excuse to commit suicide by crashing your car into lord-knows-what with us in it!" She scrambled back into her seat and quickly buckled her seat belt before her psychotic cousin decided to pull another stupid stunt and really kill them.

Then she caught his eyes in the rear-view mirror (that thing was really stupid and superfluous, as the car had sensory technology to avoid collision with other objects) and added, "Besides, Sky and Brandy are my age, my friends and thus, totally off limits to you!"

At the unbelievable audacity of this tiny, four feet eleven inch (seriously, he could have bench pressed her when he was ten) Asian American girl actually believing she could tell him what to do in his own freaking car. Not to mention, the adorably furious glare she was burning into his own jade orbs at the moment, Devlin just couldn't help but allow his anger to evaporate. He could and would however, pretend just to see how angry he could actually get her. After all, almost nothing was worth giving up the chance to get a rise out of Gwenny.

Kenny could already see the mischievous glint in his older cousin's eyes that his sister never seemed to notice when Devlin screwed with her head. This was going to be good. He fully turned in his passenger seat to catch the full show.

"First of all, Gwendolyn, if we crashed, which we won't, 'cause I've been driving since I was seven (okay, his mother did not need to know that), you'd be the only one screwed, 'cause I can erect a manna shield around me and Kenny in less than a second. How long is something like that taking you now, huh, about a minute or so if you concentrate really hard?" He knew he hit a nerve there, especially when her eyes narrowed into furious slits.

Both Kenny and Gwen were fully human with no powers at all until his Uncle Ben had talked Azmuth into giving Kenny a genetic and psychological evaluation to see if he could have an Omnitrix after he turned ten.

The test results came back showing that Kenny was an almost perfect match for Ben's profile, so Azmuth conceded in allowing him an Omnitrix. Ironically, those same tests showed that anyone with Tennyson DNA could access it. Ergo, Devlin too, was granted voice command and he and Kenny started practicing using it together in some very interesting ways. This, of course, made Gwenny feel extremely left out, as she was the only 'normal' one in her generation.

However, right around the age of ten, she also developed signs of having an Anoditic spark. Unfortunately, it was so weak, her great-grandma Verdona made the cold, crushing determination that it wasn't even worth nourishing after assessing her. This blunt and cruel label hurt Gwenny terribly. Therefore, Devlin's mother had taken her under her wing and helped her develop what little ability she had. Even Devlin tried to give her tips on how she could expand her abilities, but she was too proud, independent and stubborn to accept his help. She had to do it on her own or she felt weak, helpless. He could respect that. She still had an inferiority complex about it, though and Devlin had just capitalized on it.

"Second," Devlin continued as if he was completely oblivious to the fuming girl behind him "your skanky, fourteen year old, 'friends' were following me around like lost puppies. They didn't even have the guts to come up to me. So if I decided to strike, it would have been on them; not me." At this point, he paused briefly and tilted his head as if in deep thought before going in for the kill with a deathly serious glare to his cousin in the back seat. "You don't tease a tiger if you don't want something freaking bitten off!"

With this last statement, the laughter that erupted from his fifteen-year-old cousin in the passenger seat next to him was so contagious; Devlin couldn't keep up the façade of anger anymore and started chuckling himself.

I mean, the boy was literally tearing up and had both hands between his legs like he was going to wet himself!

Gwenny, on the other hand, was livid, "You unbelievable jerk! They're not skanks! They're I-N-N-O-C-E-N-T, a word you haven't known in years! For god-knows-what reason, they're curious about you. I told them to stay away from you! It's not their fault they're too naive to see you're POISON!"

At this, he sent a scathing glare back at her. That wasn't fair. He never hurt anybody on purpose. He was sixteen. He liked girls… a lot. He wasn't looking for the love of his life and he told every single girl he went out with that fact. They all agreed to it at first, but when things ran their course, they never wanted it to end amicably. These were teenage girls he was dealing with and he knew they were erratic, but what was he supposed to do? Stay with someone he felt nothing for? How was that fair to anybody? He did what he felt was right and honorable with every single girl he went out with and he always let them down easy. If he still had a bad reputation after that… to hell with it!

Gwen had her arms crossed and a smug grin plastered on her face at her cousin's angry expression. She had obviously won this round. She caught her brother's eyes as he turned fully to face her. The look he was sending her clearly said 'Not cool', but she just rolled her eyes. Nobody should dish it, if they can't take it.

Kenny decided this was a good time to change the subject and definitely the mood in the vehicle. "So Dev, you wanna swing by Mr. Smoothy for me. I'm seriously craving a banana, kiwi, wheat-grass and sausage, Dude."

Devlin's face twisted in disgust at the grocery list of ingredients his cousin wanted to ingest in liquid form. Seriously, not even pregnant women on their worst days craved what the Tennyson men liked to mix in a blender.

"We can't go anywhere. Mom says you have to drop me off at karate class... she'll pick me up after."

Okay, now Kenny was getting angry. He hated anybody getting in between him and a smoothie, especially his overbearing, bratty baby sister! "What do you need Karate for anyway? Aunt Gwen is teaching you to control your powers!"

Gwenny just regarded her older brother as if she was explaining the simplest thing to a retarded child. "I need it because I'm worth as much as either of you in ransom money and out of the three of us, I'm the weakest. Whom do you think they'd go after, huh? Muscle Man here," she gestured to the driver of the car, "was born super powered and still takes martial arts classes, which, by the way, I know he's been teaching you for years. So if I want to make an effort to be in a better position to defend myself against some idiot with a grudge against Dad and not enough balls to take it to him personally but just enough cowardice to go after the weakest of his children, you better freaking support me!"

At the unflappable logic of her explanation, Kenny sulked back in his seat defeated and crossed his arms with a petulant pout as Devlin steered the car in the direction of Gwenny's dojo. He felt bad for the kid. He'd always wanted siblings, but dealing with his cousin Gwen all the time had to be tough. That was probably why Kenny always hung out at his place.

However, not even, he expected what came out of Kenny's mouth next, and some stupid things had come out of that boy's mouth before.

"God, Gwen! What's up with the emotional trip today? Are you on the rag or something?"

Devlin's eyes shot to the size of saucers and an audible, shocked, gasp escaped his gaping lips at the unbelievably insensitive, ignorant and even slightly chauvinistic crap that had just flown out of his cousin's mouth. Did this kid seriously not think at all before he uttered these little gems of his?

Devlin had no sisters, no steady girlfriends and the ratio of testosterone to estrogen in the Levin household, definitely tipped in testosterone's favor; but even he knew… never ask that question that way to a female.

"STOP. THE. CAR. AND. LET. ME. OUT."

Devlin could hear the angry tears in the girl's trembling voice, but he didn't dare venture a look back at her. He did however; look for a safe place to pull over while he tried to dissuade her from her brash course of action. "Gwenny, sweetheart, you know he's an idiot don't do this!" Then he turned to Kenny, "Apologize to her, moron!" However, as soon as Ken turned to face her, she slapped him square in the face and screamed again.

"LET ME OUT OF THIS FREAKING CAR, DEVLIN!"

At this last command, Devlin had found a reasonably save place to hover. He pulled his seat forward and opened his door.

Gwenny immediately jumped out the open door, activated her hover board so that it would open and flew away in the direction of her dojo.

The boys just stared after her for a moment before Devlin finally ventured, "Did the bitch-slap hurt?"

"Amazingly, yes! Even if she has, like, no strength whatsoever, when she catches you completely off guard like that... it really stings!"

Devlin had to chuckle at that.

"You know she's going to tell your mom, right?"

"Yup."

"You are aware you're totally hosed?"

"For sure."

"Wanna go hang out at my house before the execution?"

"Swing us by Mr. Smoothy, first?"

"Of course. I wouldn't deny a condemned man his final wish."

With that, Devlin started up the engine again and headed for his cousin/best friend's favorite shop.

"You know what Dev?" The raven-haired teen turned his green eyes at his cousin who had a very downtrodden look on his face.

"What, Kenny?"

"You suck at consolations, Dude."

A/N: Please review!