Ben 10: a feminine change
chapter 2
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Ben yawned in boredom, sitting on a bus. Right now he was on a field trip with the rest of his class to some bug emporium.
The now eleven year old sighed once more.
It had been a long year since he got the Omnitrix... And since what Vilgax did to him. Ever since then he had kept quiet on it and had been secretly 'experimenting' with himself.
Over the year he had become a great hero, although he kept his identity secret, and got new aliens. Luckily no other 'incidents' happened since Vilgax, although whenever he became Four Arms he felt the urge to do whatever what the warlord wanted.
But the memories of that event... They stayed. He wanted that pleasure again. Some nights he would play with himself, both his crotch and his ass, and he even tried using his fingers in the asshole. It always felt good but it was never even close to what he felt with Vilgax and that kind of annoyed him
He groaned in his head before seeing the bus stop to show they arrived. "Finally." He sighed as he stood up, only to be pushed over.
"Watch it Tennyson, you might fall." smirked Cash.
"... Damn them." Ben hissed as Cash and J.T. walked away, laughing their asses off. 'Wonder if I can give them a little scare without anyone noticing.' Ben thought, rubbing his cheek.
He followed his class of the bus as they made their way into the large emporium. He sighed, following the class even though he was very bored.
But his curiosity was peaked when he saw a cloaked figure in one of the farther away cages for the bugs. He raised an eyebrow, walking off towards the figure while keeping in the shadows. All the while hearing more buzzing while the figure seemed to be laughing to themselves.
He got closer, listening in on the man to try and guess who he was because he felt like he knew him.
"With this many new bugs for my army, I'll be one step closer to getting rid of all the foolish humans." he smirked while looking around at the bugs near him. "Soon, you all will reclaim your power over this planet."
'... Why does that sound familiar.' he thought while moving closer and moving his hand closer to the watch.
The figure looked around before running from the emporium.
"Hey! Get back here!" called Ben before taking off after him.
The figure looked over his shoulder in shock before running.
Ben kept going as they ran down the stairs and down the street. They soon entered an abandoned apartment complex.
"Give up creep, and take the hood off." Ben called, the guy skidding to a stop.
He tried looking for a way out, but saw none and growled before turning and took the hood down to reveal Clancy scowling.
"Wait... You're that bug guy!" Ben gasped.
"That's right, and you're that pint sized brat who tried to send me off. Well after I take care of you, I'm gonna gather up as many insects as possible and we'll rid this planet of all those pests you call humans!" Clancy called darkly.
"Ha, yea right!" Ben smirked as he activated the Omnitrix. "It's time you get burned by HeatBlast!" He called, slamming the device down and being encased in green light as his form shifted.
Clancy covered his eyes and looked before blinking in surprise. When the light died down... It wasn't HeatBlast standing there.
It was bug/insect alien with four insect-like flat legs with two arms, whose hands were human-style ones with a black coloration, similar to fingerless gloves, and had three clawed fingers. She had four pedunculated eyes that were pretty small and yellowish-orange in color. These eyes were linked directly to the sides of her huge black head which had regular looking human eyes, nose, and mouth. Her wings are very fragile with lines on them and colored purple. Her limbs were a brown-greenish color and she wore the Omnitrix symbol on the top of her forehead. She had small c-cup breasts and a slightly curvy upper body but that was the only real clue it was female.
"Stinkfly?! Oh come on you stupid watch!" The new alien said in annoyance in a clearly female, if slightly high pitched, female voice.
"Such... Such beauty..." Clancy said in amazement.
"Whatever, I can still beat you and your little bugs." she spoke looking at him with a frown.
"You are clearly a queen." Clancy continued as if she didn't speak. "A ruler of all other insects, one worthy of controlling the world and taking it back from those stupid apes!" For some reason those compliments made Stinkfly blush, looking away in embarrassment. 'Meaning I need to ensure she obeys me!' He thought as he suddenly grinned.
'Why am I blushing like some stupid schoolgirl?!' Ben thought in annoyance, trying to snap Stinkfly from the embarrassment. "J-Just give up and I won't have to send you and yours bugs flying through the wall." Stinkfly snapped weakly, feeling herself get warmer.
Clancy smirked before reaching into his pocket and grabbing a handful of grounded up powder.
"W... What's that?" Stinkfly asked.
"A special powder I made to help my insects mate." he smirked before tossing it at her.
The dust hit her right in the face making her cough, waving her hand in front of her face. "Wait, WHAT?!" she got out while coughing more and felt her inhale some of it. She felt her body get hotter, her nipples get hard and her pussy wettening.
'Wait, this feeling...it's just like with Vilgax.' Ben thought before Stinkfly's legs gave out, making her fall down as she reached a hand up to rub her chest with her other hand slipping between her legs.
'The powder's working faster than I thought.' thought Clancy with a smirk. "You seem ready my future Queen." The bug man laughed jokingly/mockingly.
She tried sending a glare at him, but her hands kept rubbing at her pussy and chest while letting out a low moan.
"You're so beautiful." He smirked, cupping her cheek and kissing her.
She was stunned but moaned at the feeling while feeling his hand come up and give her other breast a squeeze. Her long thick tongue slipped out her mouth, battling his as she kissed back.
Feeling the tongue just made him wrestle harder while caressing the mound. He gently pushed her into her back, breaking the kiss. "Take your clothes off." he ordered.
She nodded, undressing as best she could with him lying atop her.
Seeing her bare breasts made him reach down down and squeeze both harder while feeling his pants get tighter.
Stinkfly gasped, pushing her chest into his hands. "D-Do it more." She begged desperately.
He grinned and squeezed them harder while hearing her let out a gasp and moan at the same time. He reached down, starting to lick and suck her nipples as she continued to undress.
'This feels so good! My body remembers how good this use to feel!' Ben thought, Stinkfly happily accepting the pleasure.
"Seems you're getting more excited then I thought." he chuckled before pinching her nipples.
"Yes! Please!" She moaned, nodding quickly.
He pulled his hands back before unzipping his pants with his cock being free and stood tall and hard.
Stinkfly looked at the cock and licked her lips. She leaned up and lightly brushed her tongue against the side to get a quick taste. She shuddered, moaning at the taste with lust clouded eyes. 'It's so musky and salty, oh yes!'
"Like it?" Clancy smirked.
"Yes." she moaned while licking up and down the sides.
"Such a perfect future Queen!" He moaned, enjoying how she attended to his cock. "Lick it all over."
"Yes!" She nodded lustfully, licking his cock faster. 'The taste is so addicting! I want to suck it all up!' She thought, taking the head into her mouth and hungrily sucking.
Clancy groaned from the move and held her head while stunned as her tongue moved all around the head. "Oh... So creative!" He moaned. "Lick harder!"
She nodded, swirling her tongue around the head
Clancy groaned at the move and held her head closer while she felt his dick starting to twitch.
'Yes! Yes! Here comes the tasty stuff!' Stinkfly thought happily. Soon his sperm came gushing out onto and into her mouth. She began to swallow, moaning happily as she did.
Clancy panted and was stunned while feeling her suck on his dick like she was trying to suck all the sperm out. "H... How well did that work?" He muttered.
"I want more!" She said, taking the cock out if her mouth more or less begging.
"Lay on your back then. I'll give you all the seed you need." he grinned.
Stinkfly nodded quickly, getting in her back and spreading her pussylips. She moaned, her green fingers teasing herself lightly as she waited for him to enter her.
He got on her knees and aimed his cock towards the folds before he started pushing into with a grunt.
Stinkfly gasped as her pussy was spread open, feeling her hymen break for the second time. She gritted her teeth to try and ignore the pain and gripped the ground.
"A virgin, like a true queen." He smirked. He grabbed her breasts while moving back and getting a moan from her before pushing inside.
'Just... Like last time!' Ben thought as Stinkfly moaned. "Do it again!"
Clancy grinned, thrusting in and out of her again. "Yes! So tight and snug!" He grinned, increasing his thrusting. "I'll make sure you get pregnant and create more children for my army!"
"Please!" She nodded desperately. "Give me it all!"
"It feels like you're milking me!" He gasped while feeling her since tighten and buried his cock as deep as he could into her.
"R... Right there!" She gasped, feeling him rub her g-spot and teasingly to the entrance to her womb. "Pour it all in there!"
"I'm not such a quick shot." He said, praising himself as he slammed in and out faster making her cum. "I'll make sure to give you a big load though my queen!"
"Please!" She moaned, her face looking roughly like an ahegao face. "I want to feel it all again!"
"You will lead our army! Take control of the world!" Clancy growled as he thrust faster and faster. "You will birth hundreds, thousands, of soldiers! Warriors!"
"YES! I WILL! JUST DON'T STOP!" Stinkfly begged, her four large lower legs wrapping around his waist and shoulders forcing her to go deeper and harder as he had limited room.
Clancy grunted and moved as best as he could while feeling his limit reaching its end. "I'm gonna cum deep inside you, paint your womb!"
"GIVE ME ALL OF YOUR HOT SEED!" Stinkfly begged, cumming again.
"You want it? YOU GOT IT!" he grunted before slamming deep inside as his dick twitched and his seed started shooting inside her womb.
Stinkfly gasped and moaned loudly, loving the feeling. "YES! OH GOD YES!"
Clancy gasped, shuddering gently as he finished cumming.
Both panted while she hummed feeling the sperm fill her pussy and womb. "So warm... So thick." She moaned happily.
Clancy smirked before her legs let go and he slid out with his seed dripping from her hole.
Stinkfly shuddered a bit, moaning lightly. "So...much..." She mumbled, reaching between her legs and lightly dipping a finger into the cum before bringing it to her mouth. She licked some of the seed and shivered in joy at the taste. "So good." She smiled up at him.
"Well I'm not done yet, we need to make sure you really get pregnant." Clancy smirked before they both heard the sound of a beeping.
The two looked at the Omnitrix and in a flash of light the naked Stinkfly became a naked Ben, the eleven year old hard, while Stinkfly's removed cloths became his.
Clancy and Ben wide eyed before the bug man growled and started getting mad. "Become the Queen again!" He ordered.
Ben blinked and started to slowly feel his senses come back to him. But he was still super horny, wanting more of the pleasure. "N... No, the watch needs to recharge." He replied in worry. "B... But we can still do the good feeling stuff! Right?"
Clancy frowned and was tempted to refuse, but seeing some of his seed drop from Ban's ass made it hard to refuse. "On your back. I'll pound your ass till you become the queen again." He ordered.
Ben grinned and happily got into the position.
Clancy spat at his asshole, rubbing it into his asshole while he rubbed his still wet cock. "You want this? Then you'll get it." He smirked... When sires were heard outside, a door being kicked open.
"Freeze!"
Clancy froze, the police aiming guns at him.
"Oh my god!" cried one seeing the naked Ben. "Put your hands up you sick bastard!"
Clancy looks in horror, backing up. "W-Wait! It's not what i looks like!"
BANG BANG BANG!
Ben and some of the police's eyes widened seeing Clancy get riddled with several bullets before he dropped back with a groan of shock and because one of them hit his heart.
"Who fired?!" A clearly older officer snapped, seeing a younger pissed looking officer holding a smoking gun before his eyes widened as he looked at his gun and dropped it.
"I...I'm sorry sir, I couldn't help myself." spoke the officer looking at the ground. "He... He was just so disgusting."
The older officer sighed while a few others came over and put a blanket over Ben and walked him over. "Don't worry there son, he won't hurt you anymore. These nice men are gonna take you to the station for questioning, but you'll be safe, nobody's gonna hurt you anymore."
"... Okay?" He tilted his head as the men lead him to a police car and blinked in confusion, shock, and surprise.
*time skip*
"Oh my poor baby!" cried Sandra hugging Ben close to her.
"It'll be okay Ben, we promise!" His father, Carl, urged as he hugged the two.
"It's alright mom, I'm fine." he spoke while hugging them back. But he was annoyed another villain somehow did that to him. Sure it felt good, but the fact he let pleasure take over him again was annoying, especially since he never wanted Clancy to suffer like that.
He sighed, just letting his parents cry.