Ben 10: a feminine change

chapter 9

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Hope groaned as she sat down, watching Ben snack away at a jar of pickles.

"I gotta say, these things taste better than usual. I wonder if they're a new brand." Brn said casually as he munched away, sitting next to Hope with a smile.

"No, those are the same." she remarked looking at him confused. "You feeling alright?"

"Yeah, I'm fine." He nodded. "Want one?"

"I'll pass."

He shrugged before digging into them with a hum and finished the jar off before he actually started to drink the juices.

"Ew." Hope flinched

"Ah, that's pretty good. I should head out and get some more and mix it up with hot sauce. Ooh! And maybe toss in mayonnaise." Ben said in slight excitement, getting up and all but skipping out.

Hope tried not to imagine how gross that was and definitely knew something was up. She frowned, pulling out her phone... And calling Gwen.

'Hopefully she doesn't try to brush me off.' She thought as she held the phone to her ear, hearing the ringing.

"Hello?"

"Hi Gwen, it's me Hope-"

Click.

She looked at the phone with a frown and hit redial.

"Hello?"

"It's H-"

Click.

She growled and phoned again

"Hello?"

"SOMETHINGISWRONGWITHBEN!" Hope yelled quickly before Gwen could hang up.

"What? What do you mean?"

"I mean Ms. hang-the-phone, he's acting weird?"

"Like how?"

"He is skipping. He was eating pickles like they where chilli fries, drinking the juice from the container and all, and he has been very moody recently." Hope explained. "Just... Just get over here."

"Alright, I'll be there in a minute." Gwen said, sighing.

"Alright." Hope nodded, ending the call. 'I hope she knows what's going on.'

A few minutes later there was a knock on the door.

Hope walked over, opening the door.

Gwen walked in without speaking as se shut the door. "Alright, where is he?" Gwen frowned.

"He is out shopping for more pickles." Hope flinched a bit.

"How long has he been acting like this?"

"Four just under two weeks." Hope nodded. "But it has been getting worse/weirder."

"Well we can either go out and follow him, or wait till he gets home before I can scan his body." Gwen frowned.

"Well we can't exactly follow him with that big of a head start, so we should just wait." Hope nodded with a worried frown. "You know, some nights I wake up in the middle of the night and Ben is missing."

"Missing?"

"Yeah, like he's gone and it has me worried. I've seen some shows about that-"

"Hang on, are you actually implying Ben might be out with some other girls? Or guys?"

"No!" Hope assured. "Well... At least not without telling me. I'm just worried he... I just don't know."

Gwen saw Hope look down with concern and walk over with a hand on her shoulder. "Look, we'll find out when he gets back, and if need be, I'll look through his memories, even if it's going a little far."

"Thank you." She smiled before pulling Gwen into a hug, surprising her.

"You're... Welcome." Gwen whispered, blinking and hugging her back weakly. 'Wow, she's dead serious on this.' Gwen thought in surprise.

(Later)

Ben was humming happily as he pushed the door open, walking in happily "Hey Hope! I'm back~"

"Hey Ben." Gwen sighed on the couch. "Can you come over and sit down?"

"Huh? Oh, sure." He nodded plopping down next to her with a smile. "What's up?"

"Ben, I brought her here because I'm concerned about you lately." Hope explained.

"Worried for me? What did I do?" Ben asked in shock. "Did I make you mad? Did I forget to pick something up you needed? Oh god I fucked up!" He began to panic, holding himself lightly.

The two girls were surprised at the sudden change in attitude before seeing Ben start to slowly cry.

"Ben, Ben! Calm down!" Hope said quickly in shock, hugging him.

"Oh god, I really am a fuck up." Ben cried.

"Ben. No one hates you." Gwen assured. "We are worried for your health."

"Yeah, I mean, your appetite has been...off, and just now you seem more emotional than normal." Hope nodded in worry, noting him crying right now.

"Emotional? I haven't been emotional!" He snapped standing up in anger. "I feel just fine!"

"Ben, sit down." ordered Gwen.

"Yes Ma'am." He said, sitting down in slight fear.

"Now Ben, try to tell us if you've been feeling off lately. Hope says she noticed you leaving bed a time or too." Gwen said kindly.

"Off?" Ben blinked. "No I haven't. And what are you talking about? I've been sleeping really well all week."

"Ben, you weren't in bed last night." frowned Hope. "I saw it with my own eyes."

"Yes I was!" He huffed. "Are you implying something?"

"No, but we think there is something wrong with you." Hope assured .

"Yeah, your aliens might be affecting you." Gwen nodded.

"I'm fine!" he snapped before walking off and opened the door. 'I'm going out for a walk!"

"Ben wa-"

Slam!

"... Yeah you're right, there is something wrong with him " Gwen frowned.

"But what?"

"Well, he's moody, eating weird, prone to anger, goes out on his own, it sounds like...nah." she shook her head. "Maybe one of his aliens are just going through their time of the month or something." Gwen said with no other ideas that made sense to her. "Maybe we should just watch him tonight as he sleeps, see what happens."

"Sounds good to me, should we get Kevin To help too?"

"Sure." She nodded.

(Later)

Ben and Hope were laying in their bed with Ben snoring lightly. Hope made sure to stay asleep, smiling as she enjoyed being in Ben's arms.

Gwen and Kevin were outside the room, watching through the cracks of the door.

"You sure he's just not sleep walking and getting grumpy with no sleep?" Kevin whispered.

"Kevin. He has been eating random, insane things. Like pickles and peanut butter. And he randomly broke down CRYING, not just being angry." Gwen frowned. "Being grumpy would be putting it mildly."

"Alright, alright, I get it." He grumbled.

They stayed silent a few more minutes before seeing Ben sit up with a vacant expression and got out of bed. He reached down, turning on the Omnitrix and transforming. The two of them covered their eyes before they heard the sound of the door window opening and looked in just in time to see the aliens feet be seen before disappearing.

"Ben's... Been sleep-aliening?" Hope blinked sitting up after hearing the flash as the other two opened the door.

"That explains it." Gwen sighed.

"Let's go." Kevin said, the three running off. They quickly got into Kevin's care and drove off at full speed. They saw the shadow of Ben's alien form in the air and made sure they didn't lose it.

"Which alien is it?" Hope frowned.

"I can't see, it's too dark out and he's moving too fast." Gwen frowned, looking out of the window.

Kevin hit the gas and drove faster as they began leaving town. "Get back here Tennyson!" He snarled... When Ben suddenly stopped. He landed on a large sign, to the three's confusion... And then started EATING it! "What the..."

"Ok, I get the weird cravings, but that's going overboard!" spoke Hope sticking her head out the side window. "Ben! What are you doing!"

Ben didn't answer, eating away hungrily.

Gwen held her hand out before sending a mana wave out towards him.

Ben dodged the blast but the light from the mana illuminated him and revealed his alien form He was a tall blue skinned moth-like alien with four wings, green eyes, with black hands and three toes while having a slim body and a C-size chest.

"Big Chill?" Kevin blinked, the alien making a hissing like noise before it flew off.

"After him!" Hope yelled.

"Not again." Gwen frowned before Kevin hit the gas and followed after her.

"Again?" Hope asked

"This isn't the first time Ben became an alien and went running out of nowhere. When we were younger it happened with an alien called Ghostfreak." Gwen explained with a bitter look.

"Oh no." Hope gasped lightly.

"Meaning if this is like last time we might have to be prepared in case Big Chill is going rouge too." Gwen frowned.

"Great." Kevin grumbled as they headed out to the desert and swa Big Chill fly away from the road with Kevin turning the car to follow.

"Let's use our mana, try and catch him... Her!" Hope suggested.

"We'll try, it looks like she's starting to slow down." "We'll try, it looks like she's starting to slow down." Gwen nodded, readying her magic.

Eventually Big Chill flew down to a crater as Kevin parked the car and they got out.

"Now!" the White and red haired women called, shooting out long ropes of pink mana which quickly entangled Big Chill and caught her. The Moth like alien began to violently thrash, pulling against the bonds as it shook and pulled..

Kevin skidded down the crater and noticed a large metal ball in the center. "Hey, what's that?"

"Huh?" The girls blinked, walking down the crater while keeping a hold on Big Chill who thrashed around harder.

"Is... Is this a nest?" Hope gasped.

"Stay away!" called Big Chill getting agitated.

"Of course..." Gwen whispered, realising what was going on. "The hunger, mood swings, late night visits, Ben was pregnant!"

"... WHAT?!" the other two yelled, Hope and Gwen dropping their hold on Big Chill.

Said alien hissed before sending a cold air at their feet, freezing them in place before kicking Kevin away and flew to the next.

"Ben, you're pregnant?" Hope asked gently, some happiness in her voice.

"We can help Ben." Gwen assured.

"Get back!" she hissed while letting out a warning hiss with Kevin rubbing his stomach.

"She doesn't sound too thrilled."

"Ben Kirby Tennyson, you snap out of this right now and let us help you give birth this instant!" Gwen snapped like an older sister with a glare of authority.

All she got was a hiss in response.

"Ben. Please. Let us help." Hope whispered gently.

Big Chill looked at them and slowly folded her wings around her. She seemed to be thinking over her options.

"I hope she still remembers us." Gwen whispered to Hope.

"Or that 'Ben' wakes up inside her and let's us help." Hope agreed.

Big Chill slowly calmed down before slowly nodding.

Gwen smiled, using her magic to free the three of them from the ice at their feet. "How close are you to giving birth?" She asked.

She let out a groan and held her body. "Two...minutes."

Gwen and Hope gasped, running to her side and supporting her

"Kevin! Go to town as fast as you can and get anything that you think might help! Go!" Hope ordered.

"On it!" he nodded before making his way up to his car as fast as he could.

Hope and Gwen sat either side of Big Chill, holding her soothingly in worry... Before they heard a dripping noise on the metal nest below their feet. Looking down they saw a puddle of juices gathering between Big Chill's feet as it dropped down from between her legs.

"Oh no, her waters breaking!" Gwen gasped.

"No... I am horny." Big Chill said nervously. "The eggs come from my mouth."

"Really?" spoke Hope in surprise.

"Well hormones are increased and all out of whack during pregnancy, pregnant women so tending to be fairly horny at almost random times." Gwen nodded. "Want us to help you with that?"

"You... can?" she blinked, pulling her wings back

"Of course, I think Hope would even get jealou if we didn't." Gwen smiled.

"I would." Hope nodded, stripping.

Gwen started taking her own clothes off while Big Chill watched and started feeling her juices drip out faster.

Hope focused her mana, forming the magic strap-on that she used during her first time with Ben. "Hey Gwen, ever made something like this before?" Hope asked.

"No, but I can try." she smiled while focusing her mana around her groin and tried to get the shape right. She soon gained a mana dildo like Hope only her's was not as smooth, it was all uneasy and bumpy but that somehow made it look more enticing.

"Wow, you need to work on that." chuckled Hope.

"What? You never felt a good ridged dildo inside you? It feels good." Gwen smiled.

"Fair point, now let's stuff her dripping holes." Hope smiled, pulling Big Chill close to the two of them.

"Shouldn't we get her lubed us up first?" Gwen asked.

"You've seen how wet she is down there, I think that should be plenty." Hope shrugged.

"You mean you don't want a blowjob?" Gwen asked.

"...then again it couldn't hurt."

Hope and Gwen smiled, gently urging Big Chill to her knees with the moth like alien doing it without an argument. They moved the fake cocks near her while she let out a low hiss while her pussy felt more wet.

She reached out, wrapping her hands around the fake cocks and rubbed them.

"Mmm, take a nice look at them, cause we're gonna make sure you get stuffed like a turkey." Hope grinned, Big Chill breathing on them with her chilly breath, taking Gwen's into her mouth.

"WOAH!" jumped the girl from the sudden cold feeling and had to keep from pulling out as her body shivered. And yet the feeling of the slightly chilly set suction felt oh so teasingly good!

Hope shivered as Big Chill grabbed hers and began rubbing it. "Woo, never had this feeling before."

"The chill... It feels good." Gwen admitted while slowly adjusting and jumping as Big Chill eagerly began to move her mouth over more of it.

"Tastes good." She mumbled around the mana construct.

"Then take it all in babe." Hope urged as she started to fuck Big Chill's face lightly.

The alien obliged and slid more of the dick in her mouth while rubbing the other. She was feeling so wet and excited, making both wet and shiny

'Oh fuck! This feels better than I thought!' Gwen thought as her eyes rolled back into her head. "I should use this a LOT more often!"

"P... Please. F... Fuck me." Big Chill whispered. "I... I need it! Please!"

"What do you think Gwen? Should we give it to her?" Hope asked with a grin

"I'm taking her pussy." Gwen said confidently, getting on her back.

"Then I get to take her sweet ass. Go on hot stuff, ride your cousin." Hope encouraged, slapping Big Chill's ass making her moan.

The alien crawled over Gwen and rose up before slowly sliding her pussy onto the dick with her and Gwen moaning together. "O... Ohhhh!" Big Chill whimpered happily.

"Great." Hope smiled, rubbing her mana cock and spreading Big Chill's asscheeks. She rubbed the tip against it, but didn't go inside while rubbing it up and down instead. "Beg for it baby." She whispered into Big Chill's... Where her ear SHOULD be. "I love it when you beg for me to fuck you."

"Fuck me! I want both cocks in me!" Big Chill begged as she shook. Just one cock was amazing, but having BOTH? She wanted it SO MUCH!

"Louder, loud enough for anyone nearby to hear." Hope ordered, spanking her lightly

"FUCK ME WITH YOUR COCKS!" Big Chill screamed lustfully.

"Oh I fucking love you." Hope smiled, slamming into her ass.

"AHHH!" she moaned out while Hope didn't wait and began thrusting in and out of her ass while she herself began to bounce up and down Gwen's dick.

"Oh fucking god!" Gwen moaned, going crossed eyed. "So tight!"

"You should feel her ass, she's gripping me all over!" Hope grunted gently. "Hey, baby, how did you get pregnant?"

"My species... Oh yes! Yes more!... Reproduce asexually." Big Chill explained as she moaned happily at the two cocks inside her. "O... Our reproductive cy... fuck me more! ... Cycle starts when we... we... deeper! Faster! ... We first mate."

"When I first fucked Ben's ass." Hope whispered with a happy moan. "Oh fuck yes!"

"Ah! E-Easy!" groaned Gwen from the bouncing. "This thing is more sensitive than I expected!"

Big Chill just moaned happily, her hands resting on Gwen's shoulders as she bounced between the two of them. "My body feels so warm!"

"So good." Gwen moaned, reaching up and grasping Big Chill's chest. "And these still managed to stay the right size."

"They do look nice." Hope nodded, moaning as she pounded Big Chill's backdoor. "But they don't beat her tight ass! Fuck! After this maybe we could try and knock you up together."

Maybe." Gwen admitted while moving her hips up faster and with Big Chill moaning over and over without speaking.

"Cumming." Was all she said, with barely a whisper as she came.

Gwen and Hope felt her tighten up, but that just made them keep going inside her as deep as they could. They both moaned deeply as they came, panting.

"So good." Big Chill whimpered while Hope and Gwen started feeling themselves twitch.

The two moaned and came, holding Big Chill close as their juices shot up into both holes.

"So good." Big Chill whispered gently while dropping down and laying on Gwen.

Gwen smiled and hugged her... Before she kissed Hope.

Said girl's eyes widened in surprise, but kissed back without talking.

"Share him?" Gwen asked as the two broke the kiss, panting lightly.

"Sounds better to me." Hope nodded.

"Oh no." Big Chill whimpered while feeling a gurgling sensation. "I-It's happening!"

The two gasped and backed up, adjusting Big Chill into a sitting position.

She held her chest while coughing and leaned over a small hole in the nest before a green gunk spewed from her mouth.

"Ew." Hope flinched while they saw small blue orbs fall down into it.

"Huh?" Gwen blinked as they looked close.

They saw the orbs floated to the surface and noticed them shake a little.

"They're eggs." Hope whispered.

Slowly the orbs began to float up in front of them and unfold into what looked like miniature Big Chills with more bigger eyes and shorter limbs.

"... So cute!" Gwen and Hope couldn't stop themselves from whispering as they looked at the babies in amazement, the two having made sure their clothes were on properly as they heard Kevin running towards them with towels and other random things.

"Ok! I got the...what the?" he blinked seeing the babies and down at the stuff in his arms. "Am I too late?"

"Yes." The two girls giggled, Hope picking up one in amazement.

It let out a small sound and looked at Hope in confusion while the others flew over next to Big Chill.

Big Chill smiled, extending her hands out and brushing them against the children gently. "Hi there." Big Chill whispered to the children. "Hello my little ones."

They made small sounds while moving closer and nuzzling against her.

"That's... Oddly cute." Kevin blinked. 'Kinda makes me wish I brought a camera.'

Gwen looked around, counting the babies. "Wow, fourteen."

"Congrats Ben, you beat the world record." joked Hope.

Big Chill smiled happily at her children, laughing gently. But that's when they heard it start timing out.

Everyone looked, seeing the Omnitrix flashing red before Ben turned back to normal.

He blinked and shook his head. "Woah, my body feels REALLY sore, and close to passing out." He mumbled, sitting down. "A... What happened?"

"You gave birth to fourteen babies." Gwen explained.

"Congratulations 'mamma'." Kevin joked.

His eyes widened as he looked at the babies, who looked around confused. "O... Oh." He blinked as he looked at them. "Wait, WHAT?!" Ben groaned and fainted, falling to the floor softly.