Ben 10: a feminine change

chapter 1

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A ten year old boy was staring outside the window the RV he was in while resting his head on his hand while letting out a sigh. The boy had short brown hair, green eyes and was dressed in a white shirt with black around the neck and arms with a large black stripe down his front, dark green kayak shorts and white and black trainers. The most interesting part? The black watch on his left arm with grey plating, white piping and a green faceplate.

This was Ben Tennyson. And he was feeling like just crawling under a rock from sheer embarrassment.

The reason?

His watch.

It was amazing because it allowed him to turn into a ten different aliens for a short period of time.

The problem?

Every single time he became one he became a girl.

A, like, very hot teenage girl version.

And it was VERY weird for him. I mean, he was ten and the feeling of not only becoming a girl, but an older girl made him feel weird, and embarrassed because his dweeb of a cousin always took a chance to tease him about it. Like at least once a day and any time he needed to go alien or he turned back from one of his forms.

And ever since the discovery he's kept from using his aliens for minor stuff and only used it to help people. So far he had faced biker gangs, a scientist who mutated animals and some other weird stuff.

Currently though he was the target of some freak called Vilgax. Ben just wanted to go alien and kick this guy's butt, but his Grandpa wouldn't let him. And while he was positive he could take him, part of him didn't want to go alien cause then that meant he'd be going through that weird change again."

He sighed changing the channel on the TV... And arrived on a news channel, showing a nearby city was being attacked!

"Uh, grandpa?" Ben called, standing up. Looking around be noted his grandpa wasn't there, he was in the shop they had parked next to so they could stock up on supplies... And Ben smiled.

"Alright looks like I take on squidhead, even though this is gonna be really awkward." He said as he ran out of the RV. He pressed a small button on his watch, the green faceplate moving up. The hourglass symbol changed, shifting into a silhouette of what looked like a dog creature. Ben was smiling like the Joker as he twisted the faceplate, changing the picture several times.

"Alright, he's all about muscle, well it's time for a little bit of Four Arms!" He called, raising his arm up high and slamming it down..

Ben gasped and shuddered as he was surrounded by a green light. His body painlessly began to change. Muscles grew, bones became denser, he became taller, his hips thinned, mounds grew on his chest, he grew a second pair of eyes, his eyes split in two, his skin became harder, his hair grew and be felt 'Ben Jr' shrink and change before it was gone completely .

"Oh yea!" He called as the light disappeared, revealing her form.

She wore a white T-shirt with a black line going down it with the shirt straining against her D sized chest, black pants that hugged her legs, and fingerless gloves. She wore the Omnitrix symbol on her upper left shoulder with her eyes becoming yellow with her hair staying brown and growing out while seeming a little scraggly. Ben was now about six and a half foot tall with four arms and red skin that looked slightly scaly. Her hands had three fingers, her feet 'y' shaped and her hair in a loose ponytail that reached halfway down her back. And, for some reason, it looked like she was always wearing black lipstick.

"Alright!" She grinned, bending her strong legs and jumping as high as she could... And she went flying. 'Get ready for a butt kicking!' She thought, flying through the sky from her powerful jump..

She came crashing down in a destroyed city, looking around for the squid faced loser.

"Alright, just follow where the trail of destruction is and I'll find him." She told herself, jogging around lightly... And running into her target literally.

Vilgax was chucking some rubble at some evacuated buildings without noticing her.

Four Arms' eyes widened as she skidded to a stop, colliding with him and bouncing back and falling on her butt.

He turned around and narrowed his eyes with a growl. "There you are. And with MY Omnitrix."

"YOU'RE Omnitrix?!" Four Arms snarled, standing up. "News flash squid head, I found it, it went on my wrist, so that makes it mine!"

As she yelled at that she tried to punch him, only for Vilgax to easily catch her hand .

"You were a child in the wrong place at the wrong time." He frowned before punching her hard in the gut.

"Gah!" she felt the air get knocked out of her before he swung her up and slammed her into the ground.

"You are a child that does not know better." Vilgax glared... Before he began to take in her form. 'Hmm, I thought the child was a male, but this Tetramand form is clearly female.' He thought. 'And a highly attractive one at that...' he smirked, lifting her up by the front of her shirt. "I have bested you in combat, Tetramand woman. Now for my prize."

As those words left his lips and though his filter Ben shuddered as he felt... Something in his female body respond to those words and their truth.

'W-What does he mean? Does he mean the watch?' Ben thought in confusion, while his female body felt tingly in its breast and crotch which confused him more.

Vilgax smirked and decided to 'keep her look' so her grabbed her shirt with one hand and 'squeezed' it together which revealed her large red breasts with dark maroon nipples, the shirt bunched up and trapped between the breasts.

"H-H-HEY!" she cried out with wide eyes while feeling the tingle run down his back.

Suddenly the tentacles around Vilgax's face moved around, feeling around her breasts and squeezing and massaging them while they also played with the nipples.

"S-S-Stop!" she spoke up with her face heating up and her body tingling with each squeeze while noting her mind seemed to grow fuzzy.

"Very impressive." Vilgax smirked, some tendrils messing with her pants.

'W-Why am I feeling weird?!' Ben thought in confusion, moaning a bit as the tentacles squeezed her breasts and messed with her nipples . "K-Knock it off octopus!' Four Arms snapped, pushing him lightly but for some reason couldn't find enough strength to REALLY push him.

"You are mine now child." Vilgax snarled gently, ripping between her legs revealing her red virgin slit which was already wet. He used his free arm to spread her legs with his fingers and lightly brushed his one of his digits against it with the tentacles starting to squeezed and brush against her nipples at the same time.

"AH!" Four Arms gasped in pleasure, her hips bucking gently.

"My, very sensitive." Vilgax smirked .

"W... What are you doing?" Fourarms asked in confusion and naivete, panting and blushing in arousal.

"Preparing you for my 'reward'." he chuckled with narrowed eyes before slowly inserting his fingers into her folds.

"RewAAAAAAHHHH!" Four Arms started only to gasp and moan as the finger entered her. "W-Why is my body all tingly?! Why do I feel warm?"

"You're aroused. You are feeling good and prepared to please me." Vilgax grinned as he slowly fingered her, manipulating the virgin slit with an expertise that had the inexperienced, Four Arms squirming and twisting and moaning in ecstasy.

"A-A-Ahhh!" she moaned out while feeling her chest get squeezed tighter from two of the tentacles.

"How does it feel?" Vilgax asked, adding a second finger.

Four Arms inwardly wanted to say it was awful, but the odd feeling mixed with her body tingling and her whole body feeling so hot made her speak up. "S-So hot!"

"Is that all?" He smirked.

"I... Feel all tingly! All warm and hot! Some... Something in my stomach is getting tight!" She moaned.

Hearing that made him move the two fingers in and out while the tentacles started wrapping around her nipples while giving them a tug.

"A... Ah! Yes!" Four Arms gasped and moaned, her body pushing against his hands and tentacles. 'My head feels blank, I feel like I'm on fire!' Ben thought, feeling the tightness in her stomach get tighter.

"You about to cum?" He smirked. "Ready to cum like the meek virgin you are?"

"W... W..." Fourarms started before she screamed and came over his hand. "OH GOD!"

Vilgax pulled his fingers from her pussy, Four Arms getting weak in the knees with her body feeling limp. He raised his coated fingers in front of her and chuckled. "See? All of this just from my fingers."

"W... What's that?" She blinked weakly, panting.

"Your juices from your orgasm." he replied before using a tentacle to push her mouth over and put his fingers near her mouth. "Lick them clean."

Four Arms opened her mouth on instinct, taking the fingers into her mouth and licks and sucks the cum up. 'It tastes sweet...I feel tired too...' She thought, sucking the fingers almost hungrily .

"Want something else to suck?" He asked.

She panted and felt her head nod yes.

Vilgax grinned, pushing her onto her knees.

She saw the metal armor around his groin seemingly unlock before it slid open and her eyes widened. Swinging between his legs was a massive green penis with giant pushing veins. "Y... Your penis... Is so big..." She mumbled in shock and confusion. 'Why'd he bring that out?'

He grabbed her head with both hands and pushed it closer to the girth. "Lick it."

"But... But it's dirty." She blinked, in a bit of innocence.

"That's why you're going to use your mouth to clean it." He growled, using his thumb to force her mouth open which she allowed without a fight.

'It's so big. Will it even fit?' Four Arms thought, not even knowing why she thought that as she began to slowly lick the monster in front of her. It had a bitter taste, but her tongue moved around the sides on its own

"Come on, put some heart into it. A slut like you should know this inside out." Vilgax insulted and instructed her, Four Arms doing as instructed almost instinctively.

Her tongue moved up and down the sides while feeling her mind cloud over with lust while her body tingled each time she tasted more of the dick. She wanted more... And she wanted Vilgax to be happy. She was soon licking the cock from base to tip quickly and happily.

He gave a groan of enjoyment while her hands moved over and rubbed around the base of the cock.

Her upper right hand grasped the cock, rubbing it slowly as she licked. Her upper left hand reached between her legs, rubbing her pussy to try and copy what Vilgax made her feel, while her lower hands played with her breasts.

"That's it, now you're acting like a true slut." Vilgax praised, moving her head near the top to try and encouraged her to take it into her mouth.

She opened her mouth and started sliding her lips around it, but just taking the head in was enough to stuff her mouth. She choked lightly, sucking as best she could.

"Mmm, I can't remember the last time since I fucked one of your kind's tight little mouths." Vilgax grinned, grasping her head and slowly thrusting in and out of her mouth.

She tried to relax her throat while moaning as she rubbed the shaft, her pussy, and breasts faster while her body was working on itself at this point with her mind clouded in nothing but pleasure.

Vilgax moaned, picking up speed between thrusts.

She gagged and had to breath through her nose to keep from suffocating.

"Come on, you can take more than that." He laughed as he tried to push more of his girth into her mouth.

'Its... Tasting better the more I lick and suck...' Four Arms thought, sucking harder while wondering what the point of this was.

"Gah! Get ready to take in all of my seed!" Vilgax groaned, speeding up his thrusts even more as he outright face fucked Four Arms now.

'Seed?' Four Arms thought in confusion as she gagged on his cock when she felt it start to twitch in her throat. Soon she felt something hot start spraying down her and made her go wide eyed. It was hot, thick and sticky. It felt like it was going to burn her throat!

She tried to pull back, but Vilgax held her head down with more of it shooting out. So she was forced to swallow... And she moaned, finding it tasted good.

"Swallow it all you slut." Vilgax ordered with a smirk, seeing her throat bulging every few seconds as she swallowed as much cum as she could but at his words she began to suck harder.

'If I don't take it all in I'll choke.' Four Arms thought. 'But it also tastes so good and he seems to like me swallowing it, I need more.'

Vilgax saw her swallowing it all more eagerly and smirked before feeling his cock slowly stop shooting his seed out. "Good slut." He said, pulling out of her mouth... Which was hard with her sucking. "Let go of my girth now." He ordered, Four Arms letting go right away.

Four Arms panted while feeling like she was gonna go crazy if this didn't go farther, even if she didn't know what could come next.

"Want more?" He smirked, grabbing her by her arms and lifting her up.

"P... Please." She whispered weakly .

Vilgax laughed, lifting her up and wrapping her around his waist before slamming his cock inside her.

"AHHHHHHHHHHHH!" she screamed out with wide eyes feeling something tear in her which didn't help with how much the dickstretched her out down there.

"The pain will soon be gone and then all you will know is ecstasy." Vilgax smirked.

She thrashed from the feeling with tears in her eyes while curling her toes. "N... Hur... It hurts." She stuttered weakly.

"Remember to breath and it will pass." Vilgax said, gripping her ass as he began to thrust in and out without a care.

"Yeow!" she cried out while gritting her teeth while making each hand into a fist as the pain was drifting away slowly. Her eyes slowly shut, her head falling back a bit as she began to moan as pleasure filled her. 'This...This...Feels so much better than before!'

"There you go!" Vilgax smirked, grunting as he bounced her on his lap.

She cried out while feeling her body rack with pleasure with her tongue hanging out while feeling the girth stretch her hole open to the point a bulge was visible in her body. Her breasts bounced with each thrust, adding another thunderous slapping noise to the one caused whenever Vilgax fully entered her pussy which was every thrust.

"Who am I?" Vilgax grinned as he hit her womb with each thrust.

She just moaned while feeling her head go blank from the torrent of pleasure.

"I! Said! Who! Am! I?!" Vilgax snarled after each thrust, making each harder than the last.

"The... The best in the galaxy! The mightiest! The only one who can make me feel this good!" Four Arms quickly screamed before her volume tripled as she came. "Your cock's the best! The best! The best!" She chanted with a blank mind, her juices spraying around his cock.

"Precisely! And Remember, you will take in every! Last! DROP!" He ordered, his cock pulsing inside her.

"Ahhh! Yes! Yes! YES!" Four Arms panted before she felt a warm liquid fill her, his cum shooting right into her womb. She shouted out to the air with wide eyes feeling the liquid make her body feel like she was in a volcano. It felt like an eternity, in reality it was actually only about ten to fifteen seconds, but eventually Vilgax stopped cumming and he slowly removed his cock from her pussy, still hard.

"Hmm, looks like our time has only just begun." Vilgax grinned, dropping her to the floor lightly. "Get on all six." He ordered.

She panted and felt herself obey with her ass facing Vilgax and his seed. drip out of her hole. For some reason the cum flowing out of her felt so good

"Perfect." Vilgax smirked, grasping her plump red ass and spreading her cheeks. He rubbed his girth against the red cheeks and got a moan out of her. "I'll make this hole loose and turn you into a true slut." He smirked, pushing inside slowly.

"Ah!" she cried out in surprise while grabbing at the ground feeling the head push against her anus and bit her lip as it slowly started to enter. "AH!"

"Feel the pleasure my girth gives you, slut." Vilgax taunted, only three inches in. He gripped her hips and grunted as he tried to push more in. "This... This HAS to be the tightest ass in the universe!" He grunted, half of his cock inside her.

'He's splitting me in half!' Four Arms thought in pain and pleasure.

Vilgax groaned as he managed to get a little over half his cock in her before it became impossible to keep going unless he wanted her dead. "Definitely THE tightest ass in the universe! It is an honest shame I must ruin it." Vilgax smirked evilly as he fucked her.

"OH GOD!" she cried out feeling pain from the movement while gritting her teeth. But for some reason... It felt so good.

Vilgax pulled back and slammed back inside.

The two moaned very loudly, their backs arching.

Vilgax moved back and forth as fast as possible while trying to keep from going in deeper, unless he wanted to LITERALLY split her in half. It felt amazing, feeling like his cock was being milked.

Slowly she started feeling nothing but pleasure from the massive girth. And she began to moan, opening her mouth wide as she drooled abit.

'This is amazing! My butt feels soooo good!' She thought, thrusting faster.

"Ha! I don't even need to move if you're moving your own ass back onto my cock." mocked, slapping her ass.

"Ah! More!" she moaned out.

"You want me to spank your slutty ass?" He smirked, doing it again.

"Yes!" Four Arms yelled in pure joy and ecstasy.

Vilgax kept slapping the ass while moving his cock in and out faster. "You Tetramands are such sluts!" Vilgax laughed. "You get beaten and you're eager for your betters cock!"

"Oh yes! Give me more of your cock!" Four Arms moaned, cumming again.

'I might be tempted to keep this child as my own personal cumdump.' Vilgax thought darkly, cumming in her ass.

"AHHHH!" she moaned out feeling the hot seed fill her hole while she gripped the ground hard enough to form cracks.

"Like a bitch." Vilgax moaned, slowly pulling out of her ass with a 'pop'.

She fell forward with her ass twitching while she panted with her eyes rolling in the back of her head.

"I am still hard slut." Vilgax snarled, rolling her onto her back and sitting on her stomach lightly with his cock nestling between her breasts. "Get to work."

She nodded and grabbed her chest before slowly moving her breasts around his dick like she was on autopilot. She guessed this was what he wanted so she rubbed her breasts up and down his cock as she licked and kissed the head. 'It feels so much hotter and thicker than before.' She thought, moaning at the taste as she licked away.

"Rub your chest harder." Vilgax ordered, enjoying how she worshiped his cock.

She obliged and licked around the tip while lapping up any leftover cum while her juices dripped down onto the ground.

"Very good!" He moaned, actually feeling his final climax getting close. "Suck on the head harder slut!"

"Yes... Master." She smiled drunkenly, doing as she was told. 'I want his seed, I want more!' She thought, moaning happily as cum suddenly started shooting in her mouth and on her face.

Vilgax groaned while keeping his cock there and let her face and chest slowly turn white from all his seed.

"Sho... gwood..." she mumbled through the layer of cum.

Vilgax stood up while his girth had finally gone soft.

Four Arms smiled, licking up the cum... Before the Omnitrix began to flash red.

Vilgax put his cock away before watching the Tetramand go back to Ben's original form.

Ben moaned, his pants stained from some cum while Vilgax's released covered his face which he was in the process of licking up with a blank/glazed look.

"Now that I've had my release, it's time for my real prize." spoke the alien reaching down and picking Ben up by the back of his shirt while sending a signal to his ship to come to his position.

Ben swallowed the last of the cum, confused about what happened and why it felt so good as the two disappeared in a flash of light. He blinked and slowly started to take notice of the surroundings and he was moving without touching the ground. "W... What's going on?" He asked, licking up some more cum from his face.

"You're on my ship, which is where I will take the Omnitrix." spoke Vilgax without stopping.

"T... Take the Omnitrix?" He asked, swallowing a bit. "But it's stuck to my wrist."

"Exactly." Vilgax smirked, connecting Ben to an operating table. It produced shackles on his legs and arms while Vilgax walked over to a set of sharp tools.

Ben's eyes widened, pulling against the shackles. 'Oh man! Why'd I get distracted by all that!' Ben thought in fear.

*Time skip*

Ben was laying on his bunk while staring above himself. It was was late at night and he was back in the Rustbucket, wrist and watch still intact. Gwen and Max saved him and Vilgax was dead, as far as they knew.

And right now he was pondering over what happened before. What happened with Vilgax... It felt good but it also confused him.

I mean, he never did something like that before, and a part of him swore it should be something he wasn't SUPPOSE to be doing. But it felt so good it felt like he didn't have to worry about anything ever again, just enjoy the feeling.

He moved on his side and shivered while feeling his butt quiver just remembering the size and how it moved in and out of his backhoe, something he never thought would make him feel good. ... He had to know what that was!

But he couldn't ask his cousin or grandpa cause he felt like he'd be revealing something big and they might get worried or something like that.

So he slipped out of bed and went on his cousin's laptop. He lightly tapped on the keys while mentioning butt, seed, and penis together. Plus other words that Vilgax used like slut.

Soon he found a lot of video links.

He clicked on one and made sure the volume was low before seeing a man and woman appear. His eyes widened as he saw them do what he and Vilgax had done. He watched it and found himself going back and clicking on other videos. He felt himself harden at the sights, watching in amazement and confusion.

'W...Wow.' He thought as he watched another video. But before he could click on more he heard the sound of his cousin moving in her bed. He quickly closed the videos and the web, looking over his shoulder in fear.

Gwen was still sleeping and just rolling a little before turning back with her back to him and went back to sleeping.

Ben sighed... And looked up on Wikipedia and Google what 'sex' was. 'Sex, principally the insertion and thrusting of the penis, usually when erect, into the vagina for sexual pleasure, reproduction, or both. This is also known as vaginal intercourse or vaginal forms of penetrative sexual intercourse include anal sex (penetration of the anus by the penis), oral sex (penetration of the mouth by the penis or oral penetration of the female genitalia), fingering (sexual penetration by the fingers), and penetration by use of a dildo (especially a strap-on dildo). These activities involve physical intimacy between two or more individuals and are usually used among humans solely for physical or emotional pleasure and commonly contribute to human bonding.' he read in his mind.

"... Huh?" He blinked as he tried to work out what that meant. 'Wait, mouth, anus, those are what Vilgax put his...penis in. So... We had sex?' he pondered. 'Alright, that should be enough. I need to clear the history and get this shut off before Gwen wakes up and gets suspicious.' He thought, doing it quickly as he wondered why Vilgax had sex with him and why it felt good.

After he closed it he snuck back over and climbed up into his bunk. He did not know what happened but... He wouldn't let it happen again... As he slipped his hand under the back of his shorts, over his ass.