"Phase one of the transformation complete." Stated the omnitrix. Ben smirked and turned the dial a number 2 appeared on the display, he pressed it down and Gwen's silhouette appeared once again, and little by little it started changing…

Suddenly Gwen felt unsteady, she sat on the bathroom and looked at herself in the full-length mirror, she was growing! Slowly but steadily she started changing, her hips expanded, her waist narrowed, her legs filled and her butt expanded.

Gwen tried standing up, she did, and when she did so, something long and fluffy trailed behind her, she turned around to find a furry

tail had appeared in her backside and as she grabbed it she noticed two pointy cat ears poking out o the top of her head, the transformation was over, or so she thought. Suddenly as through being filled with water he breasts expanded to vaporous CC-cups and kept growing until they were impressive E-cups.

When the transformation ended, her shirt that naw looked like a tank top barely came down over her ample chest, displaying an amazing amount of cleavage, she still felt the breeze across the bottoms of her breasts, her nipples clearly visible through the strained cloth, her pants had been shredded to ribbons, living her standing in an impossibly tight blue t-shirt and white cotton panties that looked like a skimpy revealing thong.

"Phase two of the transformation complete." Stated the omnitrix. Ben could feel his manhood hardening as Gwen's now sexy and vaporous silhouette was replaced by number 3 He eagerly pressed it and waited for Gwen to exit the camper.