Ben 10: (Un)Lucky Girl

In the back of the rust bucket Ben was fast asleep as Max entered the door, at the small table booth Gwen was at her computer typing away as Max tossed a small package next to her.

"Some mail for Lucky Girl came, why don't you take a look." Max said casually as he moved to a counter and began to sort through the rest of the mail.

Before Gwen could react Ben snatched up the package as he plopped down in the couch of the booth opposite Gwen, the package in his hand as he tor open the flap.

"Why is Lucky Girl getting mail but Four Arms or XLR8 aren't." Ben said with a pout. "Aw man is just a stupid mask." he added as he tossed lucky girls familiar mask at Gwen, the only difference was it was trimmed in dull gold instead of the normal trim Gwen had on her mask."

"Hey freak that's my mail, give it back." Gwen protested as she reached for the letter in Ben's hand, leaning back he slipped out the booth and danced past Gwen to escape her.

"Dear Gwen Tenesen, I have seen you traveling around the country with your father and brother..." Ben paused, his face scrunched into a grimace and he stuck out his tongue, "Ick me and Gwen brother and sister." He shivered a moment, "That's just gross."

Gwen took the moment to snatch the letter back shoving Ben onto his ass, "Reading other people's mail is a criminal offense you know Ben."

"Your a criminal offense," Ben shot back getting to his feet."

"Simmer down you two," Max interjected as he pulled the letter from Gwen and scanned it over.

"Looks like someone figured since we get around you might see Lucky Girl and be able to give her the Mask."

Gwen moved back to her seat, lifting the familiar mask in hand and turning it over in her hand, her voice dropped a octave as she lowered her head, "To bad Lucky Girl is gone."

Stopping his antics Ben placed his hand on Gwen's shoulder, "H-Hey Gwen, why don't you put it on." His voice full of sincerity.

Gwen forced a smile as Ben slipped out of the Rust Bucket.

"I'll wait outside while you change."

Gwen's smile broadened, "Thanks Ben."

A moment later Ben sat on the step of the Rust Bucket's door, his eyes downcast to the Omnitrix. "Wonder what I would do if I ever lost you and had to see Lucky Girl save the day all the time?" he said to no one but himself.

A moment later the door behind him opened and Ben jumped up, spinning around he was greeting with Gwen in her Lucky Girl outfit. Before Ben could say anything there was a explosion in the distance. Ben's head craned toward the sound as smoke billowed into the sky.

"It's Hero Time," he exclaimed as he began to spin the dial on the Omnitrix, a moment later he had transformed in a flash of green into Heat blast and with a jet of fire under him he launched himself toward the trouble. Looking back only a moment as he flew away, "You look good Gwen." he commented before vanishing into the distance.

Gwen smiled. Turning back inside as Max rushed to the driver's side and peeled out on Ben's trail, Lucky Girl settling down in the seat at her computer and crossing her arms. "I wish I could really become Lucky Girl again." she said with a sigh.

"I'm sure you will one day," Max returned, "All things come in time."

"I know Grandpa, but I still miss it." she said with a sigh, absently scratching her ear. For a moment a soft violet glow lit the rim's of Gwen's eyes, but it was only for a moment. Elsewhere Charm Caster slowly opened her eyes, a rim of violet flashing in her eyes for just a moment as she got of her prison cot, a wicked smirk on her lips.

"Sooner then you think 'Lucky Girl,' Sooner then you think." she cooed darkly.

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As the Rust Bucket rolled into town Ben had just timed out, Slipping inside he found Gwen still in her Lucky Girl outfit, now seated at her computer filing her nails.

"You are such a girl Gwen," he teased.

Pausing a moment she looked over at him, absently scratching her ear, "I'd rather be a girl then a stupid, immature boy like you Ben."

"I am not immature!" he shouted, crossing his arms over his chest.

"Yerowch!" Gwen suddenly scratched, her voice like the screech of a cat or nails on a chalkboard as she leaps out of the seat.

"Not funny Ben," she accused as she began to rub her butt.

"What did I do?" He feigned innocence.

"You slipped a tack behind me," She accused.

"Did not!" he protested as Max came over to break up the fight, "OK simmer down you two."

"But Ben," Gwen protested, but her protests were cut short as a moment later a long and sinuous orange furred tail erupted from the seat of Gwen's tights. The boys were struck speechless. As Gwen took the tail in hand.

"What...What's going on?" her voice cracking.

Charm caster's laugh echoed in the Rust Bucket as the eye holes of Gwen's mask glowed for a moment. Ben was on his feet in a instant, tearing the object from his cousin's face, a moment later he released his grip as if shocked, but the mask did not fall, instead it hovered in the air, the ghostly visage of Charm caster appearing before them, the mask on her face. The Apparition casually removed the mask, holding it on one hand as she laughed.

"This is for all you have done to me Lucky Girl, enjoy the rest of you 9 lives, as a pet!"

And just like that the apparition was gone, the mask falling to the ground.

Gwen arched her back letting out a pained yowl as her slippers tore revealing large 3 toed paws. Gwen Leached forward as she lifted up onto her toes, her tights fraying and tearing past her knees as white and then orange fur and changing legs rushed up, her tail lashing about wildly kept the boys busy. As the fur vanished from sight under the body suit Gwen let out another yowl as the fabric ore around her midsection as a burning sensation in her chest rode on the heels of the orange and white fur rushing up her exposed midsection as her chest swelled with delicate, petite breasts under the fabric. As the fabric tore around her elbows more fur was revealed as her fingers plumped out into paws, sharp white claws digging into the counter tops of the Rust bucket as Max and Gwen tried to fight of the lashing tail. Their gaze now drawn to Gwen's face as her nose grew dark and her face pushed out, her ears growing large and wide as they changed shape. It didn't need to be said, it was obvious what Gwen was being turned into. And in a few moment it was over, and the new Cat girl, her body covered in orange fur with white around her mouth, chest, hands and feet dropped to her new paws growling.

"G-Gwen?" Ben squeaked out as he reached out his hand cautiously to her.

Gwen lunged, growling and hissing.

"Ben Look out," Max called as he scrambled backward to give Ben room to move.

But it was to little to late, Lucky Girl had Ben pinned, the creature licking her lips she her slitted eyes peered into Ben's hungrily.

"G-Gwen, fight this, your better then this," Ben's voice was cracking, tears streaking his face.

"Myow?" The creature said suddenly its expression turning from one of rage to confusion as she bent in closer, licking the salty tears.

"Destroy him!" Charm caster's voice echoed in the room as Lucky Girl reared up on her hind paws, holding her head n pain. She made a quick glance to the door then back to Max and Ben and bolted out into the city.

Ben scrambled to his feet, "Hold up Gwen," he yelled as he ran after her, "I'm coming Gwen."

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A pair of golden eyes reflected in the darkness as Ben moved cautiously into the alleyway. At the far end a creature hissed and growled.

"G...Grow awrrray Brrrrren," it hissed, "I in contrrrrol now...but...not...surrre." it hissed.

"Gwen fight it, your..." tears stained his face as he moved closer, "...I...This isn't you Gwen."

The monster lunged at Ben, pinning him to the ground, he struggled under the beast to get free but Gwen was stronger. She leaned n closer licking her lips before tasting his tears again. The beast threw back kits head and roared, leaping off of Ben and bounding off. Ben pursued until Gwen leaps up a fire scape and began to quickly ascend the stairs.

"Your not going to loose me that easy Gwen," Ben said as he lifted the Omnitrix, a moment later he was once again Heat blast. Flying up he reached the roof before Gwen but as she reached the top she growled before launching herself over his head and dropping to all fours bounding toward the edge of the roof. Heat blast ran after her, hot on her tail as they leaps from rooftop to rooftop. So focused was he on catching his Cousin, Ben lost all track of time and in the middle of one long leap between buildings the Omnitrix timed out, in a flash of red Ben plummeted toward the ground. Gwen skidded to a halt as he cousins panic scream reached her. She spun around quickly bounding into the space, running down the side of the building until she was under Ben and then leaps across, catching her plummeting Cousin and them leaping off the sides of the building until the reach the rooftop again and she could drop him on his back. Gwen panted, collapsing onto her back as she caught her breath, Ben beside her.

"I-I knew you didn't have it in you Gwen," Ben panted as he caught his own breath. Then after a long pause he tilted his head to Gwen, "Thanks."

"Now I know the world's going to end," Gwen purred, "Ben Tennesen saying thank you.

"Don't get use to it kitty litter," he teased back.

The both sat bolt upright together then, their eyes locked on each other.

"Hey you sound normal!"

"I know, how did I break the spell?"

Granted Gwen was still a cat girl but at least she wasn't trying to kill Ben now, the both dropped back to the rooftop to take a deep breath.

"That's because somethings are more powerful then magic," came Max's voice.

The duo looked over as their grandfather emerged from the fire escape, and said in unison, "Like what?"

"Love," Max said with a smile.

Ben and Gwen looked at each other with disgusted faces. "I don't love him/her, I barely tolerate him/her."

Max just laughed.

"Getting use to being a cat isn't going to be easy." Gwen mused.

Ben nodded, "I know, I'll keep the cat jokes to a minimum."

Gwen smiled, her paws moving to rest over Ben's Omnitrix clad wrist, "Thanks for coming after me Ben."

They slowly sat back up as Gwen cupped her other paw around Ben's hand, tears dropping from her muzzle onto her paws, seeping past her fingers and onto the Omnitrix and Ben's hand, "I was so scared back there, thanks for believing in me Ben, even when I didn't believe in myself."

Before Ben could respond the wail of the Omnitrix drew their attention. Gwen barely had enough time to unwind her paws and catch sight of the Omnitrix's unusually yellow glow before a massive explosion of green light threw Gwen and Ben backward, kicking up a load of dirt. Max coughed along with the voices of two girls as the dust settled. A startled gasp escaping his lips as he saw two figures rise, one was Gwen, human, wearing her torn and tattered Lucky Girl uniform the other was...Lucky Girl, the cat, wearing Ben's clothes, with the Omnitrix's Icon set dead center of her chest.

"Gwen your you!" Lucky girl exclaimed.

"Ben, is that you?" Max and Gwen said cautiously.

"Who else would I be?" Lucky Girl said curiously, before her paws shot up to her throat, "What happened to my voice! I sound like you!" Her next action was to check out the Omnitrix, but it was gone. Max approached cautiously, tapping the Icon on Lucky Girl's chest.

"Ben?"

"Why is everyone suddenly not sure I'm me!"

Then Lucky Girl looked down, and practically jumped out of her skin, her tail lashing wildly, "I'm a girl!"

"Relax Ben," Max said sagely as he tapped the icon, "Somehow the Omnitrix absorbed the curse Charm Caster put on Gwen, but it looks like it's just another alien form. Let's see what happens when you time out."

Ben took a few moment to catch her breath as the Trio made their way back to the Rust Bucket. Elsewhere Charm Caster opened her eyes again, her body seating with rage. "I'll get you one of these days Lucy Girl, bet on it!"

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Ben crossed her hands over her chest as they drove along pouting. "This is so weird."

"Your not the one looking at yourself," Gwen retorted.

"Yeah but you aren't stuck as a girl," Ben pouted.

Gwen blinked, unsure how to respond to that bit of classic Ben logic, that was until he followed up with.

"And these things itch," she whined as she began to scratch at her breasts.

"Stop that," Gwen said batting Ben's paw away.

Ben pouted again, "I don't see what's so great about them."

"When your older," she chuckled, "You find their great for catching boys."

Before Ben could counter the con flashed red and enveloped Ben. When it faded Lucy Girl was gone replaced by...a new girl? This new girl looked like the illegitimate child of Ben and Gwen, sharing features with both but not being dominant in either. Looking down the New girl pat her chest and let out a relived sigh.

"No more breasts, I'm back to normal!" she exclaimed.

Gwen snickered as Ben leaps to her feet as she looked herself over, "Oh man, I'm STILL a girl!"

Gwen snickered as she got out of her seat and looked at Ben's Omnitrix, the dial was bright red, indicating it was still recharging.

"Aw man! It's bad enough I only get 10 minutes as the other aliens but to have to spend 3 hours as Lucky Girl and still wind up stuck as a girl just isn't fair!"

Gwen smiled, "Well then if your stuck like this we need to get you some girl appropriate clothes."

"I am not dressing like a girl," Ben said crossing her arms over her chest.

"You don't have a choice Ben, unless you like looking like a tomboy!"

"I am a boy!" Ben protests.

Gwen snickered, "Grandpa to the mall!"

"Aw man!" Ben exclaimed.

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"You look so cute!" Gwen cooed as Ben crossed her arms over her chest.

Ben wasn't sure how she had pulled it off but this was the fifth outfit sh had tried on, and was the girliest of th bunch. The pink blouse was a affront to everything masculine and the flowing pleated skirt and white panties made her feel like such a pansy. He huffed as Gwen pulled her back into the dressing room once more and got her into another outfit. When the sound of screaming patron interrupted their little girl party Ben was out the door in nothing but panties and a training bra before Gwen could blink. The store was empty as everyone has already fled, only Max was outside to greet them.

"Ben," He coughed, "Might what to put something on."

cheeks flushed Ben ran back in, slipping into his original clothes quickly just as a giant frog leaps past the store.

"Animo," Ben growls as he raises the Omnitrix the face glowing green and ready, "It's Hero time!"

With a quick slam Four Arms emerged, pausing a moment Four Arms looked himself over, "Alright! I'm a guy again!"

He exclaimed before rushing off to battle. Gwen emerged a moment later to stand next to Max.

"Was that a male Four Arms?" she wondered.

"Seems so, we won't know until he times out if he'll remain so, but my guess is because of the mix of alien technology and magic he'll only remain a girl until he assumes one of the regular aliens."

Gwen pouts, "Aw man, I was starting to like having a sister."

Max smiles, "Well we better get going before Ben gets himself in over his head."

Gwen nods, "Wait for us Ben!"

End 10.