A Losing Bet

Hello all, here's a fanfiction for the show Ben10. I feel like I should warn you that this story contains the following, besides the usual stuff: Size stealing, magic, and alien transformations.

Enjoy :)

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You know, there's a certain kind of silence that only exists at sunrise, when the world's still shaking off the last bits of sleep. It's both peaceful and haunting. You'd think that going on a cross-country trip to fight aliens and other monsters would be hectic and chaotic as all hells, you'd be right most times. But As I lean against the hood of the Rustbucket, and watch with interest the morning sun climbing over the hills like it had nowhere better to be, this type of quiet, I wouldn't find it in anywhere else, and I trust me, I've been all around the universe and even beyond.

"Heh, look at me being all melancholic and philosophical... " I mumble under my breath with a sigh. I can hear Grandpa Max clanging around inside the van, looks like he's awake. Probably going to cook us something both unholy and delicious for breakfast. Gwen is sitting cross-legged nearby, her nose buried in a book like always. She's wearing a white T-shirt with some rock band logo on it's front, probably one of Kevin's, and a short summer skirt, one of those with random, colorful designs on them. When I look at her, me and grandpa Max, I can't help but get this feeling of nostalgia. Eighteen years old and not much has changed... Except everything did change.

We're older now. College-bound. Adults, one might say. But something about this trip has been gnawing at me since we left Bellwood two weeks ago. It was supposed to be a final farewell to our childhood, a way to say goodbye to the cross-country chaos we used to live for. The kind of summer vacation where aliens show up, lasers fly, and Gwen and I bicker like it was a competitive sport. So far, though? It had been... normal. Too normal.

"Miss the action?" Gwen asks, not looking up from her book.

I give her a sideways glance. "You're a telepath now?"

"No, you just sigh a lot." she flatly replies.

She's not wrong. I do miss it, the unpredictability, the adrenaline, the way the Omnitrix would glow and my pulse would race. Don't get me wrong, I am grateful for the peace. But there's something about peace that makes you realize how much you've gotten used to chaos.

"I guess I do... Don't you?" I ask back, leaning on my side to face her.

She scoffs. "God, no. I much prefer enjoying a normal, teenager's life without all that ruckus."

"Are you suuuuuuuure?" I rest my chin on my hands as I eye her, waiting for her answer.

Gwen tears her eyes from her book and locks them with mine for a second. She seems to think about her answer for a brief moment before rolling her eyes. "Well, maybe a little bit." She finally says as she closes her book. She gives me a cheeky grin. "What? Did you think I actually liked getting into fights with you, you big goof?" She adds as she gets up and gets closer, leaning against the van beside me.

I grin back. "Honestly? Yes." I laugh and so does Gwen.

She pulls a lock of her hair behind her ear before she playfully pushes my shoulder away. "What do you think Grandpa is going to make us today?"

I shrug my shoulders. "No idea, but I feel like having something sweet right now."

"Yeah? Why am I not even surprised..." She rolls her eyes as she sees me reach out for the Omnitrix on my left wrist.

"A nice smoothie should quench my morning sweet craving..." I grin as I quickly flip through my roster. "Wanna tag along?" I ask as I lock onto the figure I was looking for.

"I don't know... grandpa-"

"-Is going to be fiiiiiiiine." I cut her then slap my watch. Instantly, a wave of green energy surges through me, crawling over my skin like fire and lightning all at once. My body shivers and snaps, muscles reshaping, bones compressing and elongating. My feet stretch and twist backwards into sharp, talon-like claws that click as they meet the ground. My spine elongates and my tailbone becomes a tail.

A helmet slides over my face like liquid steel, forming a sleek aerodynamic shell, my eyes glowing a bright neon blue behind the black visor. I could feel the world beginning to slow down around me. Or maybe I'm just moving faster.

"XLR8!!" I shout with glee.

I extend a hand to Gwen. "C'mon, Gwen. We'll be back in a flash." I joke.

She hesitates for a second then grabs my hand. "Grandpa Max, we're going to town for a bi-iiiiiiiIIIIII-!!!!!" Before she could finish her sentence, we bolt off towards the nearby town. Gwen yelps as she grabs on for dear life as we shoot through the desert like a speeding comet.

"Ya-hoooooooooooo!" I yell. "Feels great, doesn't it?"

She gives a short chuckle, trying to mask her obvious fear of this sort of trip, "Yeah! Sure...!" she lies.

"Ha! Don't worry, Gwen." I tell her with confidence. "I'll go slowly for you." I push myself forward as we approach a busy road, Gwen tightens her hold around my shoulders.

The world is a blur, colors and shapes just flashing by as I run across the land, faster than the eye can see. The road beneath my feet seems to warp and buckle, cars appear out of nowhere, like bugs suddenly flashing under your car's high beam, then disappear behind us.

And just like that, within maybe a couple of minutes or so, we're here. A small place with maybe a couple thousand people. Gwen and I stop just in front of the first shop. "How was that, slow enough for you?" I tease, and Gwen almost falls over. I catch her just before she does, a smug smile plastered over my face.

She gives me an angry glance and slaps me playfully across my arm, I laugh in return.

"Ooookay, that was fun and all... But let's never do that again." She retorts as she fixes her fiery hair and her shirt, making sure to put the rest of her dignity back together. "That wasn't the best of my decisions..."

I laugh again as I retract my helmet and turn back into myself. "You don't know how to have fun is all, dork." I playfully shoot as I wave to the astonished bystanders that just saw me turn from a tall lizard like thing to a handsome young man. "Want me to get you something? My treat." I say as I push the glass door of the fast food place and enter.

"Well, in that case, how could I refuse."

We walk up the counter and a short chubby guy with square glasses takes our order. "Welcome to Mr. Smoothy, what can I get you." He says with a dead tone to his voice. He looks like he doesn't even want to be there... I can't say I don't relate to him right now, though.

I take a glance at the menu to make sure my order hadn't changed in the last five years or so, it hadn't. "Can I get an orange mango smoothie and a green one." I say to the cashier as I give him the money for both drinks. "Oh, and can I have one of these too?" I ask, pointing to one of the new special smoothies they have, it looks like blueberry-cherry.

"Sure." He says as he rings it all up and gets to making them.

Gwen and I step off to the side as we wait for our order, there are not that many people inside. Maybe half a dozen at most. We pick a boot and sit down across one another. "So, been pretty quiet lately, think something is up in the shadows?" I inquire, half in an attempt to make small talk, half out of concern.

Gwen shrugs her shoulders and smiles. "No clue, but it doesn't really matter, does it? If we get a peaceful summer great, if not we'll handle it like we always do."

I bite my cheek in response. "I guess... I don't know. I guess I was hoping that this trip would be like old times, you know?" I let out with a sigh, staring down at my wristwatch.

Gwen rests her head against her fist, and I could swear she just rolled her eyes. "Look, you already saved the world plenty of times. I'm sure you'll save it plenty more in the future. But even heros take breaks."

~Plack~

The waiter drops the plater with our order on our table. "Thanks for choosing Mr. Smoothy, we hope you come back for more..." He says, again with that dead voice. He doesn't even bother to apologize before leaving.

Gwen grabs her smoothie and takes a sip then hums in approval, clearly enjoying it. "Plus..." She starts, leaning over the table between us, her voice dropping an octave, low, sultry and almost sensual. "... If you want nostalgia, we can always have one of our bets..." She says with a knowing smirk, wiggling her brows.

My eyes widen. I reach out and grab my smoothie to take a sip as I already feel my throat dry up. "You don't mean... That... Right?" I stammer, not even daring saying the words.

Gwen simply leans back in her seat and slowly nods as her smirk grows into a ear to ear, predatory grin. "It's been a while since we've play that game, huh? Who knows, maybe you'll win this time." She taunts as she locks eyes with me and takes another sip, this time, slow and with a little too much exaggeration.

I gulp as my face heats up and I have to turn away in order not to let her notice my red cheeks. I scratch my cheek and awkwardly clear my throat. "Yeah... I, uh, I don't know. I think... We should maybe... Like... Wh-what about Kevin?" Yes, Kevin! I exclaim in my head.

"What about him?" She says flatly, but the smile is still plastered on her lips.

I blink in disbelief. "Won't this... Upset him... If he finds out?"

She looks at me, her head cocked slightly to the side, her lips curled up in an amused, condescending smirk, the kind of smirk she'd always give me whenever she would win one of our bets. "You think that Kevin is jealous of you and me?" She chuckles.

"W-well..." I stammer, looking for something to say. I nervously bite the inside of my cheek and scratch the back of my head. "I mean, maybe... "

She scoffs then takes another sip. "If you really think that, then he better not find out, right?" She slowly wipes the corner of her mouth with her thumb then sucks on it. "But that'll have to wait for now, I wanna take a look at an antic book shop in this town, heard they have super old and interesting books and grimoires." She says, her tone completely shifting from the low, sensual one she was using just now to a more casual and normal, I guess, voice.

I blink twice and we both spend the next few minutes enjoying our drinks in silence.

*********************************************

~A few minutes later.~

"So, what's this book got that the pile you already have don't?" I inquire as we walk side by side to this bookshop Gwen mentioned.

She grins and closes her eyes. "Oh you'll see... If the book is still available, that is." She simply says, a hint of eagerness in her voice.

I give her a suspicious glance. "What's that supposed to mean?" I ask as I scratch the back of my head, confused.

We enter the store. The bell above the door rings as we step inside. The place is filled with dust and it smells of old paper, mothballs and something else I couldn't quite make out. I can't say it's the most pleasant scent, but I'm sure my mom would say it's not so different from how my room smells usually.

"Hello." Gwen greets what I assume to be the owner of the shop.

The old man behind the counter greets us back, a thick cigar stuck in between his yellow teeth, he seems like he hasn't seen a single customer in years. "Welcome." He says as he blows a puff of smoke into the air, creating a haze inside the already dusty store.

"Good morning." Gwen exclaims as we get closer to the counter. "I'm a bit of an old books enthusiast and I was wondering if you happened to have a book with a red leather cover? It has a weird symbol on the front page. Do you know what I'm talking about?"

"You're more than just a bit-ARGH!" I poke at her before she replies by stepping on my foot on purpose.

The old man takes his cigar from his mouth between his fingers and stares at Gwen, not even blinking once, for what feels like a solid minute before he finally speaks. "I do." He simply states. "It's pretty rare and expensive though." He adds as he taps the ash off his cigar.

Gwen doesn't even hesitate. "How much?"

The man narrows his eyes then says. "Two grands." His delivery makes me think that he is more so testing how much he can rip off than actually giving the real price of the damned thing.

"I'll take it, can you show it to me, please?" Again, no hesitation. She simply reaches into her bag and pulls out a stack of bills and wags it a few times.

The owner of the shop smiles, displaying his yellowed and crooked teeth. "Of course, ma'am. I'll bring it right away." He gets up from his seat with a groan and hobbles his way to the back room, mumbling under his breath.

"Soooo... That was an interesting interaction..." I say in a low tone as I scratch my cheek, glancing at Gwen. "What is it that you're looking for anyway?"

Gwen doesn't reply right away, instead, she turns around with a predatory grin and slowly steps towards me. I raise an eyebrow to that and slowly step back as she does. "Gwen?... Wh-what's up...?" He back off until my back hits one of the old furniture. "Wh-why are you looking at me like that?"

She lets out a soft, sultry chuckle and sets a hand on the wall behind me, pinning me there. "Like what?" She purrs

I can feel my cheeks flush and my hearts racing, she has come this close to me, with this demeanor since... I don't know, years! "L-like a snack...?"

Her smiles widens and she leans in. "That's because you're about to be just that."

I gulp and instinctively close my eyes as I feel her breath against my skin. Oh, boy. Oh, boy, oh, boy, oh, boy, oh, boy...

"Ah, you two still around?" The old man's voice suddenly cuts in.

Gwen pulls away from me and I don't know if I should be relieved or pissed that he came in at that moment. She turns around, a bright smile on her lips. "Yes, sorry. We got lost in conversation."

The old man huffs out a scoff as he walks up to us. "Here. This what you're looking for?"

Gwen quickly takes it and immediately starts leafing through it, checking if everything is there. Her lips part to show her pretty, white teeth as she grins. "Yes, this is the book alright." She says as she sets wad of cash down on the table.

"Pleasure doing business with you, lady." The man says as he runs his fingers through the bills, counting them. "Aight, make sure to tell your friends about the shop."

"Will do." Gwen shoots back before she gives me a nod and starts walk towards the exit.

***********************************************

As we walk back to the Rustbucket, I glance over at Gwen every now and then. She didn't waste any time, as soon as we were out of that shop, she started flipping through the pages, not much for reading but more so as if she was looking for something specific. "Are you finally going to tell me what you're looking for in that book?" I ask after the hundredth glance.

Gwen doesn't answer right away, instead, she stops on a specific page and smiles. "Finally found it..." She mutters to herself.

"Found what...?" I inquire with a raised brow.

She chuckles and grins ear to ear. Again, no real answer. She looks left and right, then points at a dark alley across from us. "There! Come, I'll show you." She chimes before sauntering there.

"You can't be serious..." I sigh as I half heartedly follow behind her.

Once we're in alley, Gwen whispers something under her breath, I can't make out what she said and I don't even have time to as once more, she gives me that look that makes my stomach churn and my knees buckle.

"What are you-?" She presses a finger against my lips and hushes me.

She curls a strand of beautifully orange hair around her ear and and leans in to whisper in my ear. "Told you we'd play that game, didn't I?" Her voice the same she had at Mr. Smoothy's, low, almost husky, sexy.

"H-here??!" I blurt out as she runs a finger down my chest. "P-people could see us!!"

"Then you better not make any loud noise." She blows in my ear and it instantly goes red. The finger on my chest slowly glides down to my belt, deftly undoing it before then unbuttoning my pants and letting them drop wound my ankles.

"G-Gwen..." I mumble as my heart races, not because it's my first time with a girl in this situation, quite the opposite, it's like my body is remembering this scenario and bracing for what's next.

She bites her lip as she grabs the hem of my boxers and pulls them down in one swift motion. My cock springs up, already half erect, throbbing and leaking precum. She leans back to have a better look at it before taking it in her hand and giving it a slow stroke. "Wow, not bad at all, Ben." She teases with a chuckle. "I mean, not as big as Kevin's but still, I can see Julie enjoy herself with this." My dick gives a throb when she says this, almost as if it acknowledged the compliment.

I groan softly as she continues jerking me for a few more seconds, getting me fully hard. "There you go, how much is that? Six, seven inches?"

"S-six..." I mutter a little embarrassed.

She lets out a soft scoff then lets go of Ben junior. She licks her lips and slowly pulls down her skirt. My heart is pounding, ringing in my ears as I watch with shameful eagerness as she teasingly reveals herself. First, a small patch of red hair. Then, as her skirt descends further, my eyes widen and my cheeks flush as I see it, the base of her python, thick and veiny, just like I remember it, maybe a bit more actually.

Her lips stretch into a deviant, evil smile as she notices my reaction. She lets go of the skirt and lets it fall at her feet and completely unveils herself. My jaw drops as I lay my eyes on that thing, it must be close to ten inches long and it's pretty girthy too! A little less than a can of coke, but still, enough to make me gulp loudly. Not to mention the two baseball ball sized cum factories dangling under it.

She steps out of her skirt, and with a flick of her wrist, a pink energy beam stretches from her hand down to the piece of clothing and picks it up, holding it hovering in the air. "Well..." She looks down at her cock, then back at mine. "Looks like I'm still bigger than you after all..." She purrs as she starts stroking her own beastly length with one hand.

"You're... Huge..." I gasp as I stare at it in disbelief.

She giggles and places both hands on her hips. Her shaft stands erect between us, the tip almost touching my stomach as she pulls me close and leans into my ear. "I've missed having you under me so much." She purrs as she presses the length against my own and starts grinding them together.

I bite back a moan as my cock starts twitching and leaking precum all over hers. "Gwen..." I mumble her name as my knees start shaking and my whole body feels hot.

Gwen chuckles and grabs both our shafts in her hands, pressing them together as she jerks us off at the same time. "Feels good, doesn't it?" She asks. "It's been so long since I had some fun with you like that." She whispers in my ear and I can hear the smile in her voice.

My hips start bucking on their own, wanting more and more friction between our cocks. My eyes roll into the back of my head as I lean against the wall and let Gwen have her way with me. I can feel her breath against my neck, her lips brushing against my skin. I want more. I want more of her touch, of her lips, of her everything.

"You wanna cum?" She asks in a sultry tone, her lips right by my ear. I nod weakly, my mind too clouded with pleasure to formulate words. "Remember what it means when that happens, right?"

Fuck! Why does it have to feel this good?! If losing means I get to enjoy this moment then I don't care. I close my eyes in shame and nod again.

She chuckles and bites my earlobe before speeding up her strokes, pumping my dick faster and faster, making it harder for me to hold back. I can feel something building up inside me, like a volcano getting ready to erupt, I'm so close.

"G-Gwen, I'm gonna cum!" I cry out.

"Cum for me then, Ben." She moans in my ear before kissing my cheek. Her hand pumps faster, jerking both of our dicks together, her precum mixing with mine and slicking our shafts.

I can't hold back anymore, my cock throbs and swells up, then bursts out a thick rope of cum that paints her stomach white. "Ahhh! Shit!" My body spasms as I ride out my orgasm, shooting another couple of ropes that land on the ground between us.

Gwen giggles and lets go of my cock, leaving it twitching and spurting the last drops of my seed on the ground. She flicks my slime of her hand then wipes the rest off on my shirt. "Remember what happens next, loser?" She whispers in my ear, biting my lobe and sucking on it. I moan softly as she does this and nods. "Good boy, now get on your knees and do your job." She orders as she grabs the back of my head and pushes me down, forcing me to kneel right in front of her throbbing shaft.

I look up at her, my cheeks a bright pink, as she smiles down at me, expectantly. "Go on, slut." She says in a commanding voice.

I gulp and nod before grabbing her thick, meaty length in both my hands and guiding it to my mouth. The smell is strong but not unpleasant, it makes my dick twitch again as I open my mouth and wrap my lips around her tip, slowly taking her inside.

Gwen groans as she feels my warm tongue against the underside of her shaft. "Mmhhmmm!" She bites her lip as she bucks her hips and pushes more of her into my mouth.

I gag a bit when the tip hits the back of my throat, but I manage to keep it in. I start bobbing my head, sucking on her fuck rod, tasting her precum as it leaks into my mouth. Her hands grab my hair and she starts moving my head for me. "That's it... Suck my cock..." She moans as she uses me like a cheap fleshlight, shoving her meat down my throat with abandon.

I gag and sputter as she does this, tears forming in the corners of my eyes, but I don't resist. I just let her use me, like I'm supposed to. Like I always have, like I always will. I can feel her shaft swelling up, growing even thicker in my mouth and I know what that means. I'm not sure if I can swallow all of her cum, but I know I don't really have much of a choice in the matter.

I relax my throat and breathe through my nose as Gwen continues fucking my face. "Fuck yeah! Take it all you little bitch!" She groans as she shoves her cock deep into my throat, burying my nose in her bush of pubes. She holds me there, her fingers digging into my scalp as her balls pull up in their sack, then release a torrent of her hot, thick, potent seed straight into my belly.

My eyes widen as the first blast fills my mouth, then the second, then the third, until I'm full and her cum starts seeping out of the corners of my mouth. I swallow as fast as I can, but there's just so much, too much! My throat bulges as her thick cum travels down into my stomach. I choke and gag, struggling to breathe as she feeds me her thick, hot load.

After what seemed like an eternity, she finally pulls out, letting me cough and gasp for air. "Look at me, loser." Gwen orders and I obey, looking up at her with teary eyes. When I do, she has a big shit eating grin on her immaculately gorgeous face and beside it, floating in the palm of her hand is the watch, my Omnitrix!

I snap out of it and check my wrist. "It's gone! H-how did you...?" I ask in disbelief.

"That book I bought earlier, it's a belong to a thief witch. That little stack of paper contains a ton of spells for stealing stuff." She explains as she puts on the Omnitrix on her left wrist. "Speaking of, I cast another little spell of you when we got here."

"W-what? Hey, why are you putting it on?!" I raise my voice, not liking where this is going.

"Oh relax, I'll give it back when we're done playing. Now let's see here." She says as she clicks on the watch and starts twisting the dial around, searching for the alien she wants to transform into. "Ooohh, here we go, I think I'm going to like this one."

The familiar green flash of light engulfs her and in seconds, her form stretches, growing a few inches taller and morphs into something very familiar, at least to me. Her limbs become long and agile, her feet shifting into sharp, raptor-like claws designed for speed, and a long, sleek tail whips out behind her. Her body is covered in a smooth, form-fitting leotard suit of deep purple and black, accented with glowing magenta lines that pulse faintly like circuits. The Omnitrix symbol, now purple, shines brightly on her chest, right above and between her now slightly smaller breasts. The familiar sleek helmet of XLR8 forms over her head, but with a slightly sharper, more elegant design

When the green flash fades, I gulp at the sight, Gwen's version of Xlr8 is graceful and Goddamn hot! I blink and I hear the loud ~Zoom~ of the wind and air trying to keep up with her as starts moving, she's now about fifty feet away. I blink again and she's completely gone. "Wh.... Gwen...?" ~Zoom~ The noise almost bursts my eardrums and gives me a heart attack when she reappears in my face.

"Boo." She playfully says before giggling. "This is so much fun! I knew you were having a good time when transforming but I never thought it would be this amazing!" Her visor slides open and she looks down at me, with grin of her face. "Now, time to see if aliens and us are really different." She reaches down with her long clawed fingers to her crotch. As my eyes follow her move, they slowly widen as I now notice the bulge she's hiding under that leotard. She hooks a claw under the fabric of her suit and slides it to the side, freeing a long, thick, veiny, teal colored behemoth and two fat nuts of equal color. "Ha! Look at that, it also changed my cock!" She exclaims.

My mouth goes dry, but I can't help but lick my lips as I look at her beast. It's longer than before by at least a couple of inches, maybe a bit wider too. But the biggest change is the strange ridges lining the top and bottom of her shaft, which are pulsing with a soft glow.

"Alright, enough gawking at it, bitch. Turn around, hands on the wall." She says with a twisted smile on her face.

I can feel my heart pumping loud in my ears. "I-I don't know, Gwen... It looks... B-"

"Big?, Massive? Huge? Yeah, it does. Now be a good boy do what I said."

I take a deep breath and slowly turn around, place my hands against the wall and stick out my ass, presenting myself to her. I glance over my shoulder and watch as she gets closer, her eyes locked onto my backside. I clench my eyes shut and brace for the inevitable.

"Fuck, look at this cute, tight little shitter." She purrs, her voice low and husky as she runs a claw over my butt cheek. I shiver in both anticipation and fear as she aligns her ram's head with it's target. "I'd loosen you up a bit but this alien doesn't really have the hands for that kind of foreplay." She teases before giving my ass a firm slap, making me yelp. "You can see this as foreplay for the other alien cocks." She presses the tip against my pucker and I bite my lip, knowing what's going to happen next. "Here we go~" She hums and pushes forward, the head slipping slowly and painfully past my tight ring and stretching my hole wide open.

My eyes shoot open and I let out a cry of pain as I feel her thick length enter my ass. "Aahhh! Ffffuck!" I groan, digging my nails into the wall as she keeps pushing deeper and deeper. My body is shaking, struggling to adjust to the massive intrusion.

Gwen groans and sighs as she feels the ridges of her dick rub against my walls. "Oohh yeah, that's the spot..." She moans, her claws digging into my hips as she forces the rest of her cock inside my ass.

I bite down on my lip to try and distract myself from the pain, but it's no use. "Oh, God! Fuck!" I scream out as I feel her balls slap against my taint. She's all the way in now.

"Fuck, that's good..." She moans and rolls her hips, grinding her cock inside of me. "It feels like my cock is getting sucked in by your ass." She purrs and gives my ass another loud slap, making me jump.

"Now for the fun part." With one hand locking my hip in place, she dips the other in my hair and grabs a fistful of it, pulling it back and forcing my back to arch.

"Fuck!" I hiss through clenched teeth as she pulls back, the ridges on her dick scraping my insides as she does.

"Ever received a hundred backshots in a split second?" She asks in a playful tone, the head of her dick just barely staying inside my hole.

My blood runs cold all of a sudden. "Gwen, wait! I'm not ready yet!" I try to plead but the very next microsecond, she delivers a series of lightning fast, brutal cock punches into my hole.

My vision flashes white instantly as she hammers my guts with her weird shaped fuck rod, tenderizing my walls and absolutely flattening my poor prostate. "Arrrghhh!!! G-Gwweearggr!!" My jaw drops and I gasp for air as I struggle to stay conscious through the pain and the overwhelming pleasure of being used like a toy.

"You like that?" Gwen growls in my ear as she continues rearranging my guts at light speed. She yanks at my hair and bites my ear lobe before spanking my ass, adding even more pain to the assault on my ass.

"Fuck!" I moan as my head rocks back, resting on Gwen's shoulder. I can barely breathe, much less talk. My brain is so fucking confused at all the stimulation and stimuli assaulting it that it can't decide whether it likes what is happening to it or not. But by the look and feel of my aching, leaking boner, my body most certainly does.

I whimper and groan like a pathetic little bitch as the world around me spins in a confusing mix of pain and pleasure. It feels like my insides are being turned into a puddle of warm, slimy jello. It hurts, yes, but God fucking damn if I didn't feel an orgasm about to bubble out any second.

"Rgghh Shit! Let's switch to gear two, yeah?" Gwen finally lets go of my hair and places her other hand on my hip, gripping me tightly, leaving scratches behind. "Ready?" She asks.

No, but it's not like she gives a shit.

I don't even have time to vocalize an answer. She starts hammering my ass with even more force and speed than before. The air itself gets knocked out of my lungs every time her cock breaches my destroyed ring. My cock bobs up and down, spraying pre all over. "You're in for a wild ride now."

Mind you, all this is happening in a second or less. She is able to leave me gasping, groaning and sweating like a whore a few inches from cumming my brains out in less time that my brain can comprehend it.

My knees wobble and threaten to give out. My head is light and heavy at the same time. "Ah... Sh-shit... I-I can't..." I whimper.

Gwen chuckles and doesn't stop pistoning her gut poker in and out my twitchy, wrecked canal. "Gonna cum slut? Gonna blow your weak load from having your insides ruined by alien dick?" It's very hard to hear her through the rushing of blood in my ears and the deafening ~ZOOM~ every time her hips snap against mine, but I'm pretty sure I catch her asking something. I can only nod in response, my balls tightening, ready to burst at any second now.

"Then cum for me you filthy bitch." She whispers in my ear before switching to delivering devastating, deep thrusts into my bowels. She rams her cock so deep in me that it feels like she's fucking my throat instead of my ass. She ruts against my ass with the speed of a jackhammer.

My eyes roll into the back of my head and I grit my teeth as my whole body shakes in orgasmic ecstasy. My balls pull up and unleash their pent up load onto the wall. The pleasure is so overwhelming that I lose all sense of reality. "Haaaahh!" My back arches as a torrent of thick, spunk bursts out of my cock like a water gun, splattering on the wall before me and slowly sliding down to the ground. My vision gets fuzzy and the edges turn black as I squirt what feels like gallons of sperm onto the wall and floor, until finally, I run out of spunk.

As I stand there, limp, sweaty and out of breath, my senses come back to me. I can feel Gwen still rutting into me at high speed, making my cock twitch and ooze some leftover drops of semen. I let my body slide down until my cheek is flat against the wall.

Gwen is panting like a wild dog behind me, growling as her claws dig into my skin. "SHIT!! HERE CUMS!!" She moans loud as her cock starts swelling, her balls tighten up in their sack. She slams her meat in and holds it there, deep, deep in my guts before exploding. "TAKE IT YOU JIZZ RAG!!" I can feel my belly filling up with her thick load, her balls twitching as they spit rope after rope of rich, warm gunk into my colon. I grunt softly as I feel my belly getting more bloated by the second.

"God, you were made to breed, Ben." Gwen gives my ass a couple of slaps and squeezes it as she unloads the last of her balls in me. She lets go of my hips and her cock slides out with an obscene ~SCHLICK~. The head pops out and her cum gushes out of my ass, flowing down my taint and dribbling down my nuts, falling in small droplets on the ground. "God, look at you. What a whore you are." She taunts before delivering a firm spank across my sore, red cheeks.

I slack against the wall, slowly sliding down. My ass feels numb and sore. My asshole twitches every now and then, a few drops of Gwen's semen sliding out every time. I'm not sure what happened in those few seconds or even if I really experienced it or just imagined it. "Fuck..." I whisper weakly, still panting.

"We're not done yet, cousin." Gwen snaps me out of my thoughts before I hear the ~BGSH~ sound of the Omnitrix and the green light flashes once more. When it fades, my heart skips a beat and I almost deflate on the spot as I see Gwen, taller, around seven or eight foot tall now with red skin, four, yellow eyes and two additional, muscular arms. Not just those two new arms, actually, all of her looks like she's been to the gym every day for the last six years as she now has a gorgeous, curvy and muscular frame. Her chest is slightly bigger too, her nipples poking through the fabric of her leotard, her legs are thicker and stronger.

"Fuck... Gwen..." I mumble, not sure if I'm scared or aroused right now.

Gwen cracks her knuckles and smiles, showing her sharp teeth. "What's the matter, Ben? Scared you'll like what I'm about to dish out at you?" She teases as she flexes one of her new arms, showing off her bulging muscles. But not just, as my gaze travels down her imposing bust, her immaculate abs that I can easily spot through her suit and her strong, thick thighs, I see her equally as muscular and powerful boy breaker growing, hardening and pushing out the fabric of her leotard.

My eyes nearly jump out their sockets as I watch it grow bigger and bigger until it finally springs free from its confines. "F-fuck..." I mutter under my breath, staring at her monster in disbelief.

It has to be over a foot long! Not just that but it's also thicker than my fucking wrist. It's pulsing with an eerie crimson glow, the underside is covered in strange bumps, they don't look like they would hurt but they definitely look like they'll make me scream like a whore.

I gulp and Gwen lets out a low, sinister chuckle and I can hear her heavy steps approaching me. "Let's see how you take this, slut." She growls as she grabs my wrists with one hand and lifts me off the ground, making me yelp. "Aahh! S-shit!" I whimper, my feet kicking in the air, trying to reach the ground but not even close to doing so.

With her lower hands she each one of my legs and removes my pants that were still hanging around my ankles before forcing them apart, making me do the split mid air. "You look so fucking sexy like this, Ben. Makes me wanna eat you up." She teases snapping her jaws at mean mimicking a bite. Gwen reaches her only free hand and slips a thick finger in my mouth. "Suck on this, faggot." She orders before shoving it deeper inside. I gag a bit, but quickly start sucking on it, coating it with my saliva.

"There's a good boy." She purrs, watching me with hungry eyes as I do as I'm told.

With a swift move, she pulls her finger from my mouth, a long string of spit connecting it to my tongue for a second before it breaks. Without breaking eye contact with, she reaches down and I can feel her prodding my hole, slowly sinking her digit inside. I groan softly as she starts pumping it in and out of my ass, my walls already well loosened by her previous rutting. "There, there, you love it when I finger you boycunt, huh?" I let out a soft gasp when she adds a second finger. "Mmmh, yeah you do, you boys are so easy." My toes curl up as she spreads them inside me, stretching my already sore ring to an impressive size and making my spent dick to rise again.

I pant softly as she plays with my ass, my hips rocking back and forth against her fingers, desperate for more. My cheeks flush and my dick stands erect again as I'm starting to feel it again, the familiar sensation of an orgasm coming up. My eyes roll back as she brushes against my prostate, a soft moan escaping my lips. I'm pretty sure I see her smirk at this, but I don't care anymore. I need more.

Gwen chuckles and withdraws her fingers, leaving me empty and craving for more. Gwen chuckles and withdraws her fingers, leaving me empty and craving for more. "You ready for the main course, bitch?" She asks in a low, sensual tone as she maneuvers my body to align my twitching asshole right above the tip of her massive cock.

I can't talk, I just nod weakly, panting like a bitch in heat. My body is aching all over, my ass especially feels numb but also full of anticipation, waiting to be stretched again. I want it. I want her inside me, ruining me, wrecking me. I need it.

Gwen lets out a deep, sinister chuckle. "As you wish." She says before slowly lowering me on her monstrous fuck pillar. "Breath in, faggot." She warns as the fist sized head presses against my abused hole, then slides inside with little resistance. I clench my teeth as I feel myself getting filled up again. "Aaahh~" I moan softly as she keeps sinking me onto her cock, inch after inch. My eyes roll to the back of my head as she goes deeper and deeper, spreading my ass wider than it's ever been. The strange bumps on the underside of her cock rub against my walls, sending waves of pleasure through my whole body. "Ah... G-gwen..." I whimper as I feel my stomach bulging from the sheer size of her alien meat.

Gwen groans and grunts as she forces every bit of her boy breaker inside my guts. "F-fuck, you're such a greedy cock whore!" She moans as she finally hilts herself fully in me, her heavy balls resting against my ass cheeks. "Bet Julie doesn't make feel anywhere close as good as this, huh?" She taunts, smirking down at me as she gives my ass a firm slap. I bite back a moan and nod weakly, my cheeks flushed red as I look down at my stomach, watching it bulge out with every throb of her massive member.

"Yeah, that's what I thought." She chuckles and runs her hand across my belly, feeling her cock buried deep inside it. "You're like a fucking fleshlight, so fucking tight and warm." She purrs, rolling her hips and grinding against my insides.

I let out a soft moan as I feel her move inside me, making my walls squeeze around her even more. "F-fuck... Gwen... Move..." I groan, my voice heavy with lust and need.

She grins and licks her sharp teeth. "With pleasure." She growls and starts slowly lifting my whole body off of her anal spear and I can feel every one of those bumps drag along my prostate, sending shivers down my spine and making me whimper.

Once only the tip remains inside me, she lets me go, dropping me all the way back on her lap. "AHHHH!!" I scream out as my body slams down onto her cock. My eyes roll back into my skull and my mouth hangs open as she starts fucking me hard and fast, pounding my ass like a jackhammer. She pulls out until only the tip is still in, then slams herself back inside me. "Fuck!" I cry out as her hips snap against mine, her balls slapping loudly against my ass cheeks. "Ah! Gweeen!"

She chuckles and groans as she continues ravaging my ass, using me like a fuck doll. She grabs my arms and pins them behind my back, leaving me helpless as she ravishes me, not that I could do anything against such a lust hungry beast anyways. "You like that, fag? You like getting your fucking guts molded around your cousin's cock?"

I nod weakly as I bounce up and down on her fuck pole, my cock leaking pre like a fountain. "Y-yeah... Fuck me harder, please..." I moan, my voice hoarse and broken from screaming so much.

Gwen's grin widens and she leans down, her lips brushing against mine. "Then beg for it." She says in a low, sultry tone before kissing me deeply, her tongue invading my mouth and claiming it as hers.

I moan into her mouth as we make out like a pair of horny teenagers. She grinds her tongue against mine, forcing me to taste her saliva as she rams her cock deep inside me over and over again. I feel like I'm going to pass out, the pleasure is too intense, too overwhelming. My mind is going blank as she uses me as her personal cocksleeve.

After what seems like an eternity, she pulls away and we both gasp for air, a string of spit hanging between us. "I said beg for it, bitch." She growls in my ear as she bites down on it, drawing blood and making me yelp in pain.

"Please! Fuck me harder, please! I need your cock!" I beg, my voice cracking as I feel another orgasm approaching.

She lets out a low, animalistic growl as she starts pumping her cock into me even faster, her hips smacking against my ass, leaving it red and sore. I cry out as she goes deeper than before, the head of her cock pushing against my stomach, making it bulge out more and more with every thrust. She wraps her fingers around my throat and squeezes lightly, making me gasp for air. "I'm gonna breed you so fucking hard, bitch." She whispers in my ear as she keeps hammering me. "But first, I'm gonna make you cum like the slut you are, again."

My whole body is shaking as I feel myself getting closer and closer to cumming. "Ah! G-Gwen! I'm gonna cum!" I moan out, my voice strained as she keeps choking me.

She chuckles and bites down on my neck, hard enough to break the skin. "Then do it, whore." She growls as she starts jackhammering me, pounding my ass so hard and fast that I can't even scream anymore. I can only moan and whimper as she fucks me like an animal. My cock is twitching and throbbing, my balls are pulling up in their sack, ready to unload, and THEN, she slams herself deep into me and holds me there, her cock buried all the way inside me, the head pressed firmly against my prostate, grinding against it. "Now cum." She orders.

Her words trigger something inside me, I feel a wave of pleasure wash over me and my mind goes blank as my cock erupts like a volcano, spraying my seed all over us both. I scream out as I ride out my orgasm, my body spasming and shaking uncontrollably. My cock spews ropes after ropes of cum until finally, I run dry.

I let out a long, shaky breath as I look down at my spent dick, dangling between my legs, limp and useless. "Good boy." Gwen whispers in my ear, her voice sending shivers down my spine. She licks my cheek, tasting my sweat. Just then, I see something odd, something both makes me tilt my head in confusion and open my eyes in worry. Is... Is my dick SHRINKING??!!!!

Noticing my reaction, Gwen bursts out laughing, her ass wrecker pulsing and throbbing with each laugh. "HAHAHA!! What's wrong? Do you see something?" She teases as she runs her claws up and down my chest.

"I-is that... Am I-"

"Oh yeah, remember how I told you the spell book has all these incantations for stealing stuff? Yeah, there's one for stealing dick inches too." She explains, licking her black lips.

"W-what...?" I can't believe what I'm hearing, or what I'm seeing! My dick is literally shrinking before my very eyes!

Gwen laughs again, her cock swelling up and pulsing inside me as she watches me grow smaller and smaller. "But you know, that's on you, Ben."

"Wh-what?!" I glare at her.

"You see, everytime you cum, the spell activates and you lose something like an inch or maybe half an inch, I'm not too sure on the unit conversion yet." She explains as she grabs my now shriveled up dick in her hand. "Look how small and pathetic it is now. You said you were six, right? So now, it should be around three?"

I gulp as I stare at my now much smaller member. "Y-you're gonna give them back, right?"

Gwen looks at me then smiles wickedly. "Tell you what, cousin. Right now, you came three times and I two. If by the time my cock is limp and my nuts are empty you came less than me, I'll return your inches back, deal?"

I weigh my options for a second, I already came three times, there's no way I can go on for more, so I should be able to hold on until she cums two or three more times. With a hesitant look on my drained face, I nod. "Deal... "

As soon as the word leaves my mouth Gwen drives her hips forward and slams her cock deep into my ruined guts. "AHHHH!!!" I cry out as she starts hammering me again.

"Then let's get back to it, shall we?" She growls as she ruts into me like a beast.

I grit my teeth and shut my eyes tight as I feel her massive rod stretching me out again, making my once toned belly bulge out with each thrust. "F-fuck..." I moan, my voice strained and broken as she continues wrecking my ass. I can feel her thick, meaty member pulsing and throbbing inside me, her precum leaking out and filling me up even more.

I gasp and whimper as she pounds me harder and harder, her huge cum tanks slamming against my ass with such force that it almost feels like I'm getting spanked. My whole body is shaking as I struggle to keep up with her ferocious pace. "Uuugrhh!! SHIT!! H-HERE CUMS!!!" Gwen grunts out then wraps her arms around me and pulls me close, pressing our chests together, our hearts pounding against each other's as her cock swells up and she lets out a loud, animalistic roar as she explodes inside me, filling up my insides with her thick, potent cum. I moan weakly as I feel her seed flood my gut, my own dick twitching uselessly between us. "Fuuuuck! Oh fuck! Your ass is so fucking tight!" Gwen moans as she keeps shooting rope after rope of her cum deep into my bowels, the force of which is enough to bring me to another orgasm.

I cry out as my cock spurts out a small load of cum onto my stomach and hers. "Aaaahh!!" I whimper as Gwen groans and rolls her hips, grinding her cock against my walls as she continues pumping me full of her seed, her balls twitching as they empty themselves into my gut.

After what seemed like an eternity, she finally stops cumming. I'm breathing heavily, my chest rising and falling rapidly as I try to catch my breath. My whole body is covered in sweat and cum, my ass is sore and numb, my cock is limp and exhausted, and my mind is completely blank.

Gwen sighs and runs a hand through my hair, petting me like a dog. "Good boy, Ben. You did well." She whispers into my ear before kissing my cheek. "But we're not done yet." She chuckles and lifts me off her still rock hard breeding rod and lies me down on my back. "I'm gonna breed you like a good fucking slut, Ben, and you're gonna fucking love!" She promises before kneeling between my legs, grabbing them and lifting my hips off the ground, bending me over in a mating press.

I groan as I feel her piping hot alien horsemeat slide back inside me, filling me up once again. My stomach pokes outwards as she starts rutting into me again, pounding my shitter with abandon. Her hips smack against my ass, the sound echoing off the alley walls. I bite my lip and moan as I feel her donkey pipe stretch my insides again, my walls squeezing around her shaft like a vice grip, trying to milk her dry.

"This is it, slut!" She grunts as she fucks me like a fucking dog. Her cock slides in and out of my abused hole, stretching and reshaping my guts around her huge girth, turning them into the perfect sleeve for her alien fuck pipe. My own tiny cock twitches weakly as she uses me like her own little sex slave, her sweat covered, muscular body towering over me and casting a shadow. Her sharp teeth shine brightly as she bares them into a devilish grin. She wraps a hand around my throat, choking me and making me gasp and squirm beneath her. Her other hand gropes my chest, feeling up my pecs and playing with my nipples, teasing them. "AAhhh! Ahhh!" I groan and squirm under her, trying desperately to keep up with the pleasure assaulting my body, but failing miserably.

"Come on faggot, I know you're just dying to spill your useless watery slime out." She growls before leaning in and licking my neck, biting on my shoulder as she keeps thrusting her enormous red meant down my rabbit hole.

Fuck, she's right though. I mean, if there are girls like her out there... What's the point of having a dick anymore, right? Shit, there it is... I wrap my arms around her, clinging on her for dear life as she ruts into me harder and forces yet another bitchgasm out of me. "G-God!!!" I moan out as my cock twitches and pumps a load so tiny and insignificant that I could barely feel it land on my belly.

Gwen growls and huffs above me, her chest heaving with every labored breath she takes, her cheeks flushed and glowing a deep purple. "Mmmh, fuck I love it when you cum, bitch. makes your cunt clamp down me so fucking good!"

And just like that she speeds up, doubling, tripling her speed of pounding and spanking me, adding to all the abuse my poor hole has already taken, now becoming raw and ragged from her constant battering. She lets out the most feminine, girly moan I've heard so far as her thrusts reach feverish levels and a literal tidal wave of burning hot, ropey sperm finally gushes out her gut shaper. "Aaahhhh!" I scream as she starts flooding my guts with her thick load. My eyes roll back and my back arches as she fills me up, my belly bloating even more as her warm jizz fills every inch of space in my bowels.

My head is spinning. My vision goes blurry and dark. My entire body is shaking as the orgasm shakes my tired soul. It feels like I'm dying.

With one final grunt, Gwen empties the last of her fat, sperm tanks and pulls out with a nasty ~PLAPT~ as a river of alien ball broth follows and gushes out of my well fucked fuckhole. "God, you drained me with this one, Ben." She huffs, still looming over me, beads of sweat dripping down her face, neck and tits onto me.

~BGSH~

Her whole body flashes green as she returns to her human form. "But guess what?" She leans back and thwacks her hefty dong on my now meagre two incher and tauntingly grinds it under her fat cock's belly. "Looks like there's a limit to the spell, huh? Can't go under two inches. It's alright, as you can see, I still got juice in the tank, which means there's still a chance for you to win." She says with a smirk that says it all, she doesn't believe a word she's saying. She knows I will never beat her insane stamina.

"Let's see here, who do I pick next... " She fiddles with the watch again and smacks it, transforming into a new form.

I sigh and brace for another round of brain melting sex.

**************************************************************

~One hour later.~

After however long it's been and I think six more transformations, Gwen is still going on strong. This time's turned into Goop, giving her pretty much unlimited possibilities to make me cum at her leisure. But in this state, no amount of self lube on my part will save me from having my mind shredded by a nuclear orgasm as she fucks me from my mouth to my prostate and makes me nut to tears. She's brought me back up and down the orgasmic roller-coaster ride. Now that there are literal gallons of semen just oozing out of my ruined shithole, I think this is finally it.

As my head is limply rolling in every direction possible, a shadow falls over my face and my attention is grabbed by Gwen's big droopy, fat green dick, swinging right in front of my face. "This is the last round, Ben. One last nut and you're done for." She says in a cocky tone before smacking her meat on my forehead. "Come on, kiss it. Kiss your new owner's dick like the good bitch you are."

With a heavy heart and a sore, hoarse throat, I open my mouth and wrap my lips around her tip, sucking on it. "That's a good boy." She hums and runs her fingers through my hair, stroking it gently as she feeds me inch after inch of her slimy, gooey fuckstick.

The texture of her alien member is strange but not unpleasant. The way it moves in my mouth feels like it's alive, but not in the disgusting way you'd expect it to be. It's more like it's pulsing, throbbing, growing and shrinking with her heartbeat, if she still has any in this form. It feels almost therapeutic to have it resting on my tongue like this.

I close my eyes and suckle on her shaft, enjoying the feeling of her goo cock sliding in and out of my throat. My hands reach up and I wrap my fingers around it, stroking the part that can't fit in my mouth. I can feel her shiver and moan as I work her over.

Gwen's hand slides down my back and rests on my ass, grabbing it firmly. She starts thrusting her hips forward, making her cock slide in and out of my mouth. "Mmmh... You really love having your throat fucked, don't you?" She groans as she picks up the pace. Her cock slides in and out of my mouth, making my cheeks bulge outwards with every thrust. I moan and whimper as I feel her cock pulse and throb inside me, filling me up with her thick goo.

"That's right, take it all." She growls as she grabs a fistful of my hair and starts fucking my face with reckless abandon, her slime rod sliding in and out of my throat with ease. Then, I feel it. Everytime she punches her cock pas my throat, it grows! Now, getting bigger perse but it lengthens, and after just a couple dozen thrusts, I feel it reaching the pit of my stomach. Oh no...

I start to panic and squirm, not only because this thing makes breathing much harder, but also because I start feeling something probing me from the other end! I look back and my eyes widen as I see two long, green snake-like cocks slithering towards my used up boycunt. They're thin at the tip and gradually grow thicker until they reach their base. And I can tell they're long too, maybe two feet each? I don't know, my vision is blurry from all the crying and screaming I've done today.

Before I can even protest or struggle against the intrusion, Gwen shoves both her alien pricks deep into my ruined ass in one swift movement, sending them both all the way to my intestines. My whole body goes stiff as I feel her gooey dicks squirm inside me, like two snakes fighting over territory. "Oh my God, Ben..." She groans and bucks her hips forward, slamming her monster cock down my throat and making me gag as the slimy heads of her alien pricks start poking and prodding at the entrance of my guts. "... This so erotic, I love it!" She coos before thrusting forward, forcing both her dicks to burrow further inside me.

I cry out around her shaft, my whole body trembling as I feel her alien fuckers push their way past my inner walls and start moving deeper into me, stretching me out even more. She hoists me up in the air, spit roasting my like a piece of meat on a stick. With a grunt, she slams her cock deep into my gut, her slimy dicks burying themselves to the hilt inside of me. I scream out as they start wriggling and squirming against each other, forcing their way further inside of me, flattening and grinding my now busted cum buzzer, prompting my whole body to contract and twitch as my dicklet spit one single, barely visible string of watery seed.

Gwen growls as she continues fucking my face and ass at the same time. She pulls her cock out of my mouth and slaps it across my cheek, smearing it with her goo before aiming it square at my face. "Say 'cheese' Bitch!" She yells before blasting her load all over my face, covering my cheeks, chin and nose with her xeno sperm. She pulls her two dicks out of my ass and aims them at my chest as she pumps rope after rope of green slime onto my sweat covered torso, painting my abs with her thick, sticky spunk. I let out a soft, tired moan as I feel her gooey jizz coat my skin before I slowly drift off and pass out.

*******************************************

~A few moments later.~

"... N!... EN!... BEN!" I hear Gwen's voice calling out for me in the distance, but I'm too tired and sore to answer.

"Ben? Oh thank God you're okay! Are you alright?" She asks, sounding relieved when I finally open my eyes. She's looming over me, a worried expression on her angelic face.

"Lea... ve... me... alo... ne... " I can't answer properly, every word is a slur and pain to string with another, I just want to sleep and never wake up again.

"Hey... Hey, c'mon now, don't be like that." She says before gently rubbing my cheek. "I'm sorry if I went a little overboard back there..." She looks away, a hint of remorse in her eyes.

I sigh and close my eyes, relaxing into her touch. "Whatever... " I mumble.

She sighs and shakes her head. "Alright then, I guess you don't want this back then."

My eyes shoot open and I see Gwen holding something in her hand. My watch!

"Here, told you I'll give it back, didn't I?" She clicks it around my wrist as I'm still unable to move, fuck, she really did a number on me. "I also gave you back your... eh... assets... I guess." She says with a slight blush.

I muster all the energy I have left in me to reach a hand down and pat my crotch. Thank God, my dick is back to normal. I let out a sigh of relief and look into Gwen's eyes. "Can you... Like... magically clean us and take us back to the van?" I ask in a weak voice.

Gwen snorts. "Of course, since you asked so nicely." She playfully rolls her eyes. "I guess I owe you as much." She smiles and recites an incantation. The two of us are enveloped in purple glow for a second and the next thing, we're freshly cleaned up and back in our clothes. "Better?"

"Y-yeah... By the way, did anyone... see us, while I was passed out?" I ask with a hint of worry in my voice.

"Nah, don't worry." She waves a hand. "I cast an invisibility barrier around the area as soon as we arrived here, I can be kinky and all but I wouldn't go that far... yet." She winks and I shudder.

I sigh and start getting up on my feet. "Good, now let's get back to the van."

The two of us exit the alley, and Gwen flies us back to the van in silence, an awkward tension in the air.

When we land, I lean against the wall, holding my stomach.

Gwen clears her throat. "So... About what happened back there..."

"It's okay." I say with a reassuring smile. "I mean, it was kinda weird and all but it felt good so... Yeah. Let's just forget about it, alright?"

Gwen nods. "Yeah... And I'm sorry for going so rough on you, it's just that when I transform into some of those aliens, it kinda influences my personality and it just makes me... I dunno, more dominant, aggressive? I guess." She shrugs.

I shrug back. "It's fine, I understand." I pat her shoulder. "M-maybe... we could... do it again... sometime... " I add with a blush.

Gwen's lips stretch into a naughty smile and licks her lips. "Definitely!"

The END.