Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Lock Eleven

Chapter Fourteen: Fourth Deadline

Devlin had school still, and so he could only work on the prison with Gwendolyn on the weekends when he had time. But that was fine since Gwendolyn had her own time constraints from her Plumbers work. Now that she was back from her leave, she was off on missions again almost all the time. Off planet, sometimes even out of the Sol System. Preserving peace and promoting the free exchange of ideas between peoples.

The construction of Kevin's magical prison took a back burner to the daily pulse of their lives.

Gwendolyn went to work. Devlin went to school. Ben went on Hero Time and sometimes he allowed the boys to accompany him. Things were business as usual in the Tennyson household. One would never think that Gwendolyn was planning her next rendezvous with one of their most persistent enemies. Or that she and Devlin were constructing a magical prison for said enemy. Or that Ben was having an affair with an old flame. Nope.

From all outward appearance, everything seemed no different than any other high-profile Plumbers family. Business as usual.

…

Things were not business as usual for Kevin, however.

Unlike Gwendolyn and Devlin, who put their project on hold in favor of focusing on their day-to-day lives, Kevin placed his business on the back burner to focus on his personal quest -something he almost never did. Now that he had a name, it wasn't really all that hard to find Michael Morningstar.

'Morningstar' was not exactly a rare name. There were plenty of families on Earth and in the greater Sol System (completely unrelated to one another) that carried the name. But it was still uncommon enough to at least help him narrow his search. Of the five-hundred individuals within the Sol System named 'Morningstar', only about eighty or so were named Michael. Of that eighty, only about fifty were in the right age bracket. Of that fifty, only about twenty lived on Earth. Of that twenty, only sixteen lived in North America.

But that was where the search became difficult. Because Kevin had no idea when or where Gwendolyn might have met this guy. Devlin said he was her first boyfriend. That meant that she had to be fairly young when they met. Possibly still in her teens and living with her parents. But there were no Morningstars that lived in Bellwood. She could have met him on her travels. The Tennysons were rather fond of their summer road trips. Or she could have met him at school when she went off to collage.

Kevin began his search there. Going over the student directories of all those enrolled at Gwendolyn's collage. He didn't know what the exact age difference was between Gwendolyn and Michael or if there even was one, but it couldn't have been more than five years. So he went through all the students who were enrolled during the four years that Gwendolyn attended.

This took him several days. They were very long lists.

Finally, he found a Michael Morningstar enrolled in the same collage as Gwendolyn in the same year. That had to be him! And the admissions roster was kind enough to provide him with an address for a manor house in a town not far from Bellwood. The address was twenty years old, of course, but it was a lead.

Kevin called the port and ordered his ship to be prepped and ready by the time he got there. He was going back to Earth.

He landed on the outskirts of town -and found it an interesting coincidence that it so happened to be the exact same landing place he used when making his personal deliveries to Darkstar. Huh. After all this work, was all Kevin had to do just ask his client. 'Hey, do you have a neighbor named Morningstar?' Oh, irony. You do all this work and research when there was such an easier way all along. Kevin typed the address into his car's GPS and was on his way.

Oh irony, indeed.

The GPS lead him directly to Darkstar's manor. Funny how Kevin had never really taken note of the street name or house number before. But then, he'd never really needed an address to get to it before. Did Darkstar know Gwendolyn's Michael? Were they related. Or… or was Darkstar Michael!?

Kevin knew the name 'Darkstar' was an alias. A name used to conceal his real identity. Kevin never really gave it much thought before since aliases were so common in his line of work and in his circles. Heck! Even he had an alias of sorts −11,000. There was never anything suspicious about Darkstar using an alias. But now Kevin was suspicious. Forget suspicious, in his gut, Kevin knew Darkstar was Michael. He knew it! It was the only logical conclusion. His client Darkstar, was Gwendolyn's former lover Michael Morningstar who got her pregnant only to kill the unborn fetus the moment she told him, send her to the hospital, and leave lasting emotional scars to stay with her for the rest of her life.

Kevin understood the feeling of never wanting to have kids. Before Devlin he certainly never wanted or expected to have any. But now that he had a child of his own, Kevin couldn't imagine doing something so… cold. Hmf. And people called him 'evil'.

And yet… at the same time. Kevin was kinda glad Darkstar did what he did. Because if he hadn't, if Gwendolyn had kept the baby and carried to term, if she'd never left Darkstar, then Kevin never would have his opportunity with her. It was an opportunity he greatly enjoyed and did not intend to waste. Gwendolyn was an uncommon woman. Make that an amazing woman. Any man that would throw that away was crazy, or stupid, or both.

Even Devlin loved her.

Devlin… that was right. Devlin wanted to come with him when he found Michael, to defend Gwendolyn's honor. But now that Kevin knew who Michael was, did he really want to expose his son to such a clearly merciless and evil man?

On the other hand, Devlin wasn't helpless and he -Kevin- would be there to protect him.

There was no point in making a decision tonight. Kevin made a U-turn and headed back to his ship. He knew who Michael was and where he was and -more importantly- that he wasn't going anywhere. What Kevin needed now was a plan. Then he could decide if he would allow Devlin along or not.

…

Fourteen days passed quicker than Gwendolyn would have liked.

Between her regular duties as a Plumber Sorceress, working with Devlin to build Kevin's prison, and her own research on a way to collect Kevin's own memories to construct said prison from, she was kept so busy that the time just flew by. Before she knew it, it was time to see Kevin again. At least her time wasn't wasted. A few days before she would have to leave for Saturn Colony to meet with Kevin, Gwendolyn found something called a Heart Shard. Something for storing immaterial things like memories and feelings.

It was a 'shard' in name only. The gem was actually smooth and oval shaped, held in a simple setting on a gold chain. The story went that the gem was a piece of a Prince's heart but he shattered it to trap an evil Raven. Gwendolyn found it ironic that she was also going to use the Heart Shard to trap a villain. And the best part about the Heart Shard was that it looked mundane and inconspicuous enough that she could wear it around Kevin and he would probably think it was nothing more than simple jewelry, he would have no idea what it really was or what she was really doing.

Heart Shard pendant around her neck, Gwendolyn boarded the first available transit ship bound for Saturn Colony. She decided that for her bi-monthly meetings with the crime boss, she should avoid using her own ship whenever possible. It would look suspicious for Gwendolyn Tennyson to be visiting the Lock Eleven's seat of command so often.

There was no one to meet her at the port. Of course, there wouldn't be. Kevin probably wasn't expecting her in person. He most likely figured she'd keep her distance from him and relay Devlin's 'information' through telecom calls.

She made her way through the corridors of Saturn Colony's middle ring. Working her way to the interior, so close to the core cylinder that the curve of the station was clearly visible as she walked. The corridor sloping up in front and behind her, as if Gwendolyn were walking constantly in the bottom of a large bowl. This was the general area she remembered Kevin leading her to for their one night stand. It stood to reason that the place where he slept was also the headquarters of his gang.

Sure enough, it wasn't long after Gwendolyn entered corridor 11 that she was stopped by a large alien wearing a padlock pendent on a chain around his neck. She recognized him as one of the men from Incarcercon, although she wasn't sure she ever got his name. He was one of the ones who helped her in Morgg's office.

"We don't look kindly on Plumbs snoopin' round here." He said, though there was no real threat in his voice. He recognized her too.

"I'm here to see Kevin." She informed him.

He smiled with something that looked suspiciously like amused satisfaction. "I knew you were his woman. Boss is this way." He turned to lead her down the corridor to Kevin's office. "I'm Trukk, by the way. Donno if you ever got my name during… all the commotion. I'm sure they put it in the report, but I donno if you Plumbs actually read those things or not. I sure as heck wouldn't!"

She smiled back at him. "Thank you. I don't remember much of what really happened, but I recall you and the other one were very nice. I guess my episode also gave you the opportunity to escape."

"Oh, no. I was paroled." Trukk informed her.

Working for Kevin would definitely be a violation of his parole. And Trukk admitted it to her so openly and freely. He certainly didn't seem to have any fear of her running and telling his parole officer, or even arresting him herself right on the spot. But then, he also thought she was 'Kevin's woman'. Did he not really see her as a Plumber then? Was she not an enforcer of Galactic Law to these people? Why? Because she slept with the Boss once? Or because she was raising the Boss' son for him? Or was it just Trukk and did he feel so at ease with her because he helped her at a time when she was vulnerable and to his way of thinking she 'owed him'.

In all honestly, Gwendolyn hoped it was the latter one. She certainly wasn't 'Kevin's woman' and she didn't want his people thinking she was. Hell! She didn't want Kevin thinking she was! Gwendolyn was not a one-man woman. Not anymore. Not ever again. Keeping only man lead to nothing but trouble. Monogamy was an empty lie.

Trukk opened Kevin's office door without knocking.

"I said I was not to be disturbed!" His voice snarled from the open door.

Gwendolyn flashed Trukk an amused smile before she stepped in and shut the office door behind her. "But if I don't disturb you, how can I give you Devlin's latest intel."

Kevin looked up from the datapad he'd been studying, pleasant surprise written all over his face. He hadn't expected her to come in person. He honestly was expecting her to keep her distance from him. Use a video phone and wireless network. Transfer him the data electronically instead of meet him face to face. "I didn't think you'd come."

"Maybe I shouldn't have." She crossed her arms over her chest and shifted her weight to one foot, jutting her hip out and drawing attention to the curve of her thighs. "Your guard out there seems to think I'm your mistress or something and this is a booty call."

"Is this a booty call?" He asked, looking as hopeful as a kid on Christmas morning. It was almost cute. Gwendolyn didn't really have to come in person to deliver Devlin's message and they both knew it. So there must be another reason why she would come to him in person. Of course Kevin would hope it was to sleep with him again. He said as much to her the last time they met. He wanted to sleep with her again. He wanted to keep sleeping with her until they got board of each other -or he just got board of her.

"I haven't decided yet." She informed him truthfully. Gwendolyn would need to get close to him for the Heart Shard to work. That, and he would need to feel comfortable and secure if he was gonna open up and share his memories with her. "Are you gonna transform and let me ride your tentacles?"

For a second, Gwendolyn thought he was gonna refuse outright again. That's what he always seemed to do. Kevin hated his mutant form. Made him feel self-conscious. He was a monster. Who would ever want to sleep with a monster? But he didn't refuse outright. Instead Kevin leaned back in his seat -thinking. "I haven't decided yet."

"Then I guess this is just a business meeting." She shrugged with an exaggerated sigh and sat down on his desk.

"Just business, huh." He looked moderately disappointed, but still hopeful. They both knew that sex was still a very real and present possibility. "So, what information has my son sent you with this time?"

Gwendolyn paused a moment. There was plenty of stuff she knew about Ben that Kevin could use against him. But most of it was stuff she would never tell Kevin. Not in a million years or eleven parallel universes. She and Ben weren't exactly as tight as they used to be, but he was still her cousin. They grew up together. She was closer to him than she was her own brother. So she wouldn't betray him. Not for real. Besides, whatever she told Kevin had to sound like it came from Devlin -like it had come from a child.

"He wanted me to tell you that Ben's almost never home." She said. "Even when he's not out on Hero Work, he's out doing other Ben-things. Devlin doesn't know what he does or where he goes. But he recommends you should widen your focus and look for what he does when he's out. Since Ben obviously doesn't care about the family."

Oh. Did some of her own bitterness slip into that statement? Gwendolyn would have to watch out for that.

"Devlin is presuming to tell me what to do now?" Kevin raised a single black eyebrow. "And that is all stuff I already know. Devlin is consistently proving himself to be as useless a spy as his mother was a second-in-command."

"And I have been consistently trying to remind you that he's still just a child and you can't expect him to preform on the same level as an adult." Gwendolyn growled. "I'm glad Devlin's not living with you anymore. I can only imagine what kind of inadequacy issues he's got because of you."

"And I can only imagine what kind of peace, love, and other hippy bullshit you're filling his head with." The Osmosian shot back.

"Well, there is a reason why your son chose to stay with us instead of you." She was just as quick with the come back. No hesitation.

Kevin leaned over the desk, resting his chin in his hand. "Alright then. Please, tell me how I should raise my son."

Gwendolyn recognized the trap. You never tell a parent how to raise their kid. Even if they are a terrible parent and have no business raising a child. Like Kevin. Telling them what they're doing wrong is not the way. Proposing alternatives was what you needed to do. Of course, lecturing Kevin on child rearing was not something Gwendolyn wanted to do right now. In fact, it was the last thing Gwendolyn wanted to do right now.

"Do you want me to tell you how to raise your son?" She asked.

There was a pause.

Then a sigh. "No… I'm not raising Devlin anymore and when I was, I was doing a piss poor job of it. I know that. He's better with you."

It was true. But it was also a bit of a comfort to hear Kevin admit it. He might be an evil, self-serving, child-neglecting, pirate. But he knew he was bad and he recognized that his son was better off without him and in a more stable and nurturing environment with adults that cared. Even if those adults were just herself and Grandpa Max.

"The fact that you can admit that gives me a little bit of hope for you, Kevin." She admitted.

That gave him an odd smile. Something tentative and childlike. Hesitant but hopeful. Like he wanted to ask for something but was afraid to because he didn't think she would give it. "What do you hope for me?"

"That you're not really as much of a degenerate, heartless bastard as you pretend to be." Gwendolyn huffed as if this should have been obvious.

"No… no, I'm not heartless." Kevin agreed. "Just jaded. But you're pretty jaded too."

"Oh, I know." She nodded. "I haven't been fresh-faced and innocent for a long time now."

Kevin was about to say, 'Not since Michael?', but thought better of it. He hadn't brought the son of a bitch to her yet, the man would still be a sensitive and guarded subject to her. That was why she needed her revenge -her closure. Only after the monster was dead by her own hands would she finally be able to make peace with her demons and let the scars of what he did heal properly. Kevin certainly felt worlds better after flaying Morgg's back and carving his alias into the man's chest before dumping his dead body on the steps of Plumbers Headquarters on Galvan Prime. Gwendolyn deserved the same release.

Revenge was good for the soul.

So, instead of mentioning Michael, Kevin pushed back from his desk and stood. "You came all this way to give me information I already have. So that your trip's not a complete waste, why don't you show me just how un-innocent you are."

"Oh?" She raised one perfectly shaped red eyebrow. "What'd you have in mind."

Here Kevin smiled. Something mischievous but by no means boyish. It was a roguish smile that implied all kinds of things that could get them in trouble but would ultimately be incredibly fun. "You keep going on and on about my tentacles." He said. "What would you do if I indulged you?"

"What?" Gwendolyn blinked at him.

"If I gave in. Transformed. Right here in my office. And we went at it like you insisting you want… what would you do with my tentacles? They're not penises, they're more like hands. And I've got four of them. Last I checked, you're only got one vagina. Unless, you're into anal. I should tell you right now, I'm not."

She gave a snort of amusement. "That's all you can think of to do with your tentacles? Wow, Kevin. You must not watch very much porn."

He remained tactfully silent at that comment. Truth be told, with a frigid and bitchy wife that almost never let him touch her, Kevin had amassed a rather extensive porn library on his computer. But it was all straightforward human-on-human, occasionally with groups, or toys, a little light bondage here and there and lots and lots of cunninglingus. Kevin might be a mutant monster with the surplus DNA of 11,000 different aliens coursing through him. But he was raised human and humans were what he was attracted to. He never really looked at alien porn and especially not tentacle porn.

Gwendolyn drew a leg up and began unlacing her boot. "Maybe I should show you the things you can do with your tentacles…"

"Huh?" He blinked at her.

She finished pulling one boot off and tossed it behind her, then took off the other boot. The caplet was next to go, shrugging it off her shoulders in one smooth, graceful motion. Next the shirt was pulled over her head, and her front-snap bra quickly joined it on the floor as well. Finally she stood to unbuckle her belt and pealed her tight black combat pants off. Gwendolyn stood before him now, wearing nothing but her socks and panties, a necklace with a red pendant, and a smile.

"You expect me to transform now?" Kevin crossed his arms over his chest. He'd seen her naked before, this was nothing special. Or had she already forgotten that they've had sex before? It was gonna take a lot more than just seeing her soft, curvy, naked body to get him to go alien.

"No." Gwendolyn shook her head. She grabbed his hand and spun them around to push him down into her chair. "I expect you to watch."

The seemingly obligatory question of 'What what?' was halfway to his lips before Kevin was silenced. Gwendolyn manifested two tentacle-like constructs made of pure magic. They slithered their way around her body, one coiling around her waist, the other tickling across her breasts. She sighed with the sensation, a slight blush coloring her skin, turning her olive body a dainty shade of pink and Kevin couldn't help but appreciate the view.

"This is what you can do with tentacles…" She whispered, voice deep and heady with arousal.

Kevin leaned back in the seat, making himself more comfortable to watch her show.

A third tentacle appeared. Wrapping itself around her legs, it lifted Gwendolyn up off the ground a few inches, preparing her on the edge of his desk. The one coiled around her waist slithered down a bit to her hips and together it and the one around her legs parted her thighs. Her blue lacy panties were already wet and one tentacle slid its tip across the wet spot, making her shudder with anticipation. It repeated the motion several times as the wetness grew.

The one hugging her breasts tightened its hold, making her nipples peak and she let out a soft moan of pleasure at the rough treatment. That was one thing Kevin noticed from their previous encounter. Gwendolyn liked it rough. It was actually one of the things he found so sexy about her.

One of the tentacles between her legs slipped in under her panties and she gasped at the sensation.

"Can't really see what's going on down there." Kevin commented, crossing one leg over the other in an attempt to hide the -more than considerable- tent that was quickly being pitched in his own pants. Damn she was hot! And horny. And (mostly) naked. And in his office. And fuck did the place smell like female heat!

Gwendolyn's emerald eyes locked with his as she flashed him a look of irritation. But the second tentacle pulled her panties down for him to see that the first one wasn't penetrating her -not yet. It was stroking her clot. Lapping at it like a human tongue but with a quicker motion. Her panties dealt with, the second one drifted back up to stroke her slit. Both tentacles working the outside together. Stroking her lips or flicking her clit, making her writhe. Making her arousal drip onto Kevin's brand new black carpet. God! The office was gonna smell like her sex from now on! (And at the moment that didn't seem like a bad thing.)

Kevin licked his lips, wanting to taste that delicious looking wet pussy of hers. Wishing it was him making her so wet. Making her writhe on his desk. Gasping and moaning in heated pleasure. God! Gwendolyn was so fucking hot! God! He was so fucking horny. Kevin gave up on trying to hide his tent and lowered his leg, trying to stroke himself through the fabric of his pants instead.

A fourth tentacle appeared.

This one joined its lonely brother at her breasts. Each tentacle taking one. Coiling themselves around them. Squeezing them tightly until her peaked nipples turned hard and poked out erect. Kevin wanted to suck on one of those nipples so badly. Bite on it and make her scream.

One of the tentacles down below finally penetrated her. Parting her lips and slithering inside with ease. She was so wet and slick. More of her wetness trickled onto the floor and Kevin had to fight the urge to get down on his hands and knees and lap it up before the sweet female nectar could be soaked into the carpet. Fuck! He was horney!

Not caring what she thought of him anymore, Kevin unzipped his pants and eased this throbbing erection out. He stroked it with one hand, keeping time with the magical tentacle sliding in and out of Gwendolyn. Trying to pretend that it was really him and not some pink, sparkly, magical bullshit that was making her gasp, and moan, and keen like a bitch in heat.

Her eyes met his again, but this time they were bleary. Clouded with pleasure, and unfocused. "Mm, looks like someone's enjoying the show." She moaned. "But I'm just getting started."

That was when the second tentacle down these pressed its way into her. Both tentacles in her vagina. Kevin tried to stifle his gasp and ended up masking it as a moan of his own pleasure as he continued to stroke his rock hard cock. Jezus! She was a horney slut! (And he made a mental note never to call her that our loud.) How cock-hungry did you have to be to want to take two at the same time? In the same hole? Kevin honestly didn't think that was a thing people did outside of porn. No wonder she wanted his mutant form and his tentacles so much. One penis just wouldn't be enough to satisfy her.

But Kevin could satisfy her. -If he was willing.

That thought gave his ego a charge comparable to the kind he got from giving a woman an incredible orgasm. Like he was the most amazing fucking thing in the universe and no man could ever be as awesome as him. It almost made Kevin want to cum right then and there. From just watching her! She was so fucking hot. And he was so fucking honey. And he could pleasure her in a way no other man on Earth -no other man in the Sol System could.

The tentacles no longer supporting her legs, Gwendolyn tumbled off the edge of his desk to land on all fours on the floor. He watched her moan and writhe as the magical tentacles fucked her doggie-style. Her tight round ass up in the air, wiggling with every thrust. Her breasts brushing agains the carpet in time with her motion. Then she looked up.

Her lust clouded eyes focusing -not on him- but on his stiff member standing erect in his lap. Poking out from his pants at attention and drooling for her.

Gwendolyn crawled across the office floor on all fours. When she got to him, she licked the precut from his tip like it was the most delicious fucking ice cream she'd ever hand. Then closed her mouth over his dick and took the whole thing down to its base.

Kevin let out a moan louder than he meant to and quickly clapped a hand over his mouth.

Her mouth felt so fucking good around his cock. As let and slippery as a vagina, but with a different shape and finer muscle control. Her lips sucked, squeezed, and massaged his base, while her tongue licked and stroked his shaft. Occasionally flicking across his tip to lap up the pre-cum and continued to trickle from it.

Kevin blinked down at her. Her naked body, wrapped in pink, glowing, slightly transparent tentacles. Two of them pounding in and out of her relentlessly. Making her hips shake and her ass wiggled. Her breasts brushed against his knees as her head bobbed up and down on his dick, sucking him up greedily. Moaning around him with the waves of her own pleasure.

Oh god, the moans! Each time Gwendolyn moaned around his cock, her whole mouth would vibrate. Adding another layer of pleasure to her sucking and licking. It was the best fucking this ever! And it didn't take long for Kevin to cum.

He grabbed a fist full of her red hair. Forcing her face to stay down on his dick as he spilled his thick sticky load down her throat.

He needn't have bothered. Gwendolyn swallowed his spunk with as much relish as she had lapped up his pre-cum.

Then she leaned back on her back to finish herself off.

One tentacle from her breast slithering down to join its other two brothers between her legs. Forcing its way into her sex. Stretching her wider. Filling her with more cock. Gwendolyn groaned at the sensation. Moaning and keening like she's never had an orgasm before. A bright red flush spread across her whole body and she trembled as her orgasm washed over her.

When it was over, the magical tentacles vanished into nothingness from where they'd come and Gwendolyn laid on his office floor, gasping.

Kevin watched her chest rise and fall from his sitting position in the chair.

He very much wanted to hold her. But she was all the way down there and didn't look like she had the energy to climb up and sit with him. So, Kevin joined her on the floor. Ungracefully lurching -falling- out of his seat and sprawling on the carpet beside her. He draped one arm over her and pressed himself against her. Gwendolyn rolled over to face him, her necklace pressed between them.

Kevin thought about mentioning that the pendent was a bit uncomfortable pressing into his chest as it was. But he decided it was a minor annoyance not worth the effort it would take for her to take it off. So, he said nothing.

"Do you see why I like tentacles?" She muttered into his collarbone.

"You're insatiable." He muttered back.

"You could satisfy me." Gwendolyn whispered.

And Kevin couldn't help but feel that same rush of male pride. He could satisfy her. With his mutant form. He was the only man in the universe that could satisfy Gwendolyn Tennyson. And that knowledge brought him more satisfaction than any orgasm ever could. He was a fucking god! All he had to do was transform.

Then she had to go and ruin his happy mood by asking one simple question. "Did your wife enjoy your tentacles?"

Kevin turned suddenly resentful. HIs pride and satisfaction deflating. The ephori afterglow of his orgasm fading as he remembered the scorn and disgust Leeta used to look at him with when he was in his mutant form. "No." He growled. "She hated my other form. Every part of it."

"She just didn't know what she was missing." Gwendolyn tried to sooth him. She pressed herself harder against him, the red jewel of her pendent resting in the hollow between his pectorals. "Why don't you tell me about her?"

...