Rise Of G-Morph And The Amazing Spider-Man by Amit Barabi.

Here is a summary for those who read this story on their phone's browser:

Gwen Stacy is chosen by Eunice to become the successor of the Hero Of Heroes, Ben Tennyson. Please read and enjoy her origin as the heroine, G-Morph, and her ever-growing adventure with her arachnoid boyfriend, Spider-Man.

This story is mainly based on the movies of The Amazing Spider-Man and the Marvel Cinematic Universe, but it also has some original ideas. Peter and Gwen are pairing. I was inspired by The Incredible Muffin's My Alien Academia and Ben 10: Unlimited. This story was originally titled "Wristed Heroes". This is the first story of my big planned series, Amit's Cinematic Universe, or ACU for short.

Ben 10 does not belong to me. Spider-Man and the rest of Marvel do not belong to me. Ben 10 belongs to Cartoon Network and was made by Man Of Action, and Spider-Man and Marvel belong to Disney and were made by Stan Lee. If Ben 10 did belong to me, then Vilgax Attacks would have been canon, and if Marvel belonged to me, then The Spectacular Spider-Man would have been better and continued past season 2.

Hi everyone, Amit Barabi is here, and this is the second chapter of my first fanfiction on this website. I am so excited to continue this little sci-fi adventure.

I want to inform you that this series, despite taking place in the Marvel universe, is connected to my YouTube series, The B-Arrowverse. If you have no idea what I am talking about, then go check out my YouTube channel. And don't forget to subscribe for new content. I publish videos about this and some other stories on that channel, and it is always fun to analyze the premises of stories.

I should let you know that there is a scene in this chapter that will look very disturbing to some readers UNTIL AFTER you will get the full context by the end of the chapter. So don't jump to the wrong conclusion too early, as that scene is important for the plot more than one might think.

One last thing before we start this chapter: a friend of mine asked me in a private message why I gave the Omnitrix specifically to Gwen Stacy of all people. And my answer is that I wanted to tell a story about a very smart (if not a genius) character who has the will to help others but didn't have the power to do it until they get the opportunity.

Okay, with all of that out of the way, let's start the second chapter of Rise of G-Morph And The Amazing Spider-Man. You can call it G-Morph And TASM for short.


Chapter 2: Not On My Watch.

"What was that?" Gwen asked Eunice in a response to what she just said, "I just said that I want to see what this watch can do. I didn't agree yet to become this hero you want me to be."

"Sorry about that. It's just... It is something that Ben usually says. It is kind of his battle cry, or catchphrase if you want," Eunice said with a light blush, "I got a little carried away…"

The room turned darker, and within a minute, Gwen and Eunice found themselves levitating in a peach-black void, and Gwen could not feel her bed, which she was supposed to be sitting on. She tried to get up to a standing position, but instead of feeling the floor, she started levitating as if gravity disappeared as well. Eunice's hologram became less transparent and was joined by a giant holographic projection of the Omnitrix.

"Let's start from the beginning," Eunice took a deep breath, though it was weird due to her being a hologram. Gwen had decided not to ask for now about the void she found herself in just yet, as it could just be Eunice making some kind of mind trick through the neural interface that allows Gwen to see her. Questions about the mechanics of this feature and its possible applications will have to wait until after the exposition, "The Omnitrix allows its user to change their genetic makeup to one of the selected alien transformations without any mutation and or physical damage."

The giant holographic projection of the Omnitrix increased in size even further and went beneath them as the two blonde ladies found themselves floating about ten meters above the squared faceplate. Millions of different inhuman creatures appeared around them, forming circles from groups of tens. These creatures were slimy, creepy, fast, and strong; They were in every shape and size. It was overwhelming beyond anything that Gwen has ever seen in her entire life!

"Once you transform, you will have a 10 minutes time limit, and then you will be forced back to human and will have to wait for about 5 minutes to transform again before the Omnitrix's self-sustain power core can recharge itself," As Eunice explained that detail, the giant Omnitrix's faceplate turned red and all of the aliens disappeared until the faceplate turned green again and they made their appearance once again, "With that being said, you can transform back to a human early and avoid the timeout by giving the Omnitrix a mental command. Any questions?"

"Yeah… I have many of those! How much power does this thing have? What kind of power source does it have that allows it to recharge itself? How do I even-" Gwen stopped when she heard a knock on the door. Every light source in the void vanished and Gwen found herself in absolute darkness for a second before she was back in her room, sitting on her bed as if she never moved during her time in the mysterious void. It made a clear case about said void being some sort of mental space for tutorials.

"Is everything alright in there, Gwen?" Gwen's father, Captain George Stacy of the New York Police Department, asked behind the locked door, "Your brother said you looked odd and hurried to your room when you had a word with him about his priorities and taste in TV shows."

"I'm fine, dad! I just fell on my back on my way back home during my jogging. I'm doing some stretches before my shower so my exercise won't hurt my muscles later! Is there any hot water left?" It wasn't a complete lie. She fell on her back earlier, but it didn't hurt much.

"Okay, kiddo," Her father said with a hint of a smile in his voice, "Just be more careful next time, okay? And yes, your brother just said that there is hot water. Just make sure to enter the shower before the water cools down. I don't want you to get cold."

"I will get there in a moment, dad. Thank you," Gwen said, waiting for a little to make sure he is not in earshot.

"I think we should skip the questions for now. Let me show you how to use the Omnitrix so you won't hurt anyone by accident." Eunice said as Gwen rose her left wrist in front of her at chest height, "The first thing you need to do is press the two buttons on the sides at the same time."

As Gwen followed the instructions, she saw a green holographic ring forming above the faceplate of the Omnitrix. The green holographic ring was separated into ten sections, with each unit having a tiny and fully colored face of an inhuman being. The main section in front of her, however, looked different. It was taller and more rounded. This minor difference allowed Gwen to see the face of the creature in slightly better detail. But before she could focus on the details, a three-dimensional and fully colored hologram of the creature's body appeared from the middle of the ring with two green arrows - one pointing to the left and the other one to the right - appearing at the creature's sides. It gave Gwen the idea of the ring representing a playlist of transformations, and the one in the middle must be the selected one. She could not recognize any of the alien faces from the void, or at least not from that angle.

When Gwen tried to change the angle of her view by moving her arm in different directions, she saw that the holographic menu fixed itself automatically to match her new point of view.

"I wouldn't transform into this one just yet. You could easily burn the entire building by accident," Eunice said, causing Gwen's eyes to go wide with shock and fear.

'Why was this the first alien to pop out?' Gwen thought in horror.

"If the stories about Ben's first use of this alien are anything to go by, then your worries are justified," Eunice said, noticing the fear in Gwen's eyes, "Toddler Pyronites or baby Heatblast can reach the temperature of a supernova whenever they are angry, so a teenager one should speak for its own danger level."

While the potentially dangerous and destructive power of this alien terrified the young blonde, she was not surprised by the nature of its power. The currently selected alien looked like a feminine humanoid volcano with giant hands and a flaming head.

"To change the alien selection, all you have to do is either look at one of the two green arrows or touch them. Once you see the transformation you want, all you have to do is either touch or look at the front of the holographic ring while wanting to turn into the alien you selected." Eunice said while waiting for Gwen to choose her first transformation.

Gwen looked at the right green arrow as Eunice told her to circle through her options. Doing so twisted the ring to the right. With each twist, the selected alien changed accordingly.

The young blonde went through the entire playlist three times while trying to pick her first transformation. She saw ten aliens in total, and seeing their whole bodies in full color did not change her lack of recognition from the void. Perhaps it was a failsafe to prevent her from being overwhelmed by her option in an emergency, or maybe a way to limit her power in case she was not as worthy of the watch as Eunice thought. She wanted to ask more questions about it, but she was just told to keep them for later.

One of the holographic aliens looked like an athletic woman made out of crystals. Another one looked like a fish-woman or maybe an ugly mermaid. One looked like a jellyfish. One looked like a terrifying insect. It was hard to decide. After thinking about her options, Gwen eventually decided to give the honor to the humanoid frog-girl form that had grey skin and small gills. She noticed that the alien's hologram had a rounded version of the Omnitrix logo on her oversized wrist. This common trait appeared on different body parts of each of her selectable aliens. It was probably the manifestation of the Omnitrix in each of her avatars, most likely as a getaway to her base form once she reaches her previously mentioned time limit.

Once Gwen locked her selected alien, the three-dimensional hologram changed the alien's pose to a battle stance while yelling in a squeaky voice, "Greymatter!". The hologram then turned green and disappeared, allowing Gwen to see that the squared faceplate popped up as the Omnitrix started to beep quietly and repeatedly.

It took Gwen a moment before she decided to go against her instructor's wishes and asked Eunice, "shouldn't I be transformed into this… 'Greymatter' by now?"

"Well…" Eunice said, "You selected your transformation, now you have to trigger it." She demonstrated this by smacking her left wrist. Eunice assumed that Gwen had figured it out already, but was just unsure.

Gwen pushed the faceplate down gently and closed her eyes when she saw a blinding green flash of light.

When she opened her eyes, she found herself on the floor of her bedroom. She was as small as the hologram of Greymatter was, if not smaller. She looked at her oversized hands and then at her reflection in the mirror. She indeed turned into the tiny Galvan form.

"Eunice, this is incredible! I am Greymatter!" Gwen cried out in excitement, "This is so amazing! I can feel every part of my brain connecting with the rest. It is like I have answers to every equation I couldn't solve before and just got access to some I never thought about asking!" Greymatter said. It was so overwhelming, that she had to write down some of her new thoughts. It was not like anything she felt before; It felt like every skill, every lesson, and every piece of knowledge that she had obtained since birth had been reorganized inside her tiny brain to form mental feats that she could not hope to achieve beforehand. For such a small brain, she could feel how much more officiant it was in comparison to her human brain. She would have felt disappointed over knowing that for all her studying and education, every lesson that she had to learn in one way or another, would mean nothing to her current intelligence, but within seconds, she realized that she was just accessing previously obtain knowledge in more useful ways, and it must have been for her human intelligence that her Galvan one was at such level.

"Just don't forget about your time limit."

She jumped on the top of her desk, surprisingly easily, and wrote down some attempts to solve the problems with Doctor Curt Connors's research on animals' DNA. Within nine and a half minutes she managed to come up with several potential equations and genetic algorithms.

Unfortunately, her excitement overshadowed her time perception, which made her forget about her time limit. The dial on her wrist started to beep and blink between dark red and the traditional glowing green. Before she could get off of her desk, she returned to her human form and lost balance. Thankfully only fell on top of her bed, which was close enough to her desk.

"You know what, Eunice?" The blonde user of the Omnitrix said as she stood up, "I think I will keep this Omnitrix. Can you put a hold on sending that message? I can do so much for the world with this watch, and if I can do so much just as Greymatter, then I can't imagine what I could do with the rest of those aliens," Strangely enough, there was no reply from the holographic woman, "Eunice?" Gwen looked down at her wrist and saw that the Omnitrix's usual green glowing hourglass logo was now dark red.

'It must be the timeout she mentioned earlier.' Gwen thought as she inspected the watch, 'Eunice never said she would be affected by it. I hope she will be ok once the Omnitrix recharges. How long did she say it should take? Five minutes?' Part of Gwen felt sorry for not demanding answers to her technical questions earlier. It would be best to turn into Greymatter again later and focus on the important questions with the right head on her shoulders.

There is no way Eunice is permanently offline. Her friend wouldn't allow her to risk dying every time the new user of this Omnitrix gets a timeout, right?

On the other hand, she did worry about Eunice's safety, organic or otherwise, she was a sentient being.

Sure enough, after five minutes the Omnitrix's hourglass logo was glowing green again, and less than ten seconds later, Eunice appeared in front of Gwen, "So, do you want me to send that message or not?" the holographic woman asked.

"No, I want to keep it. With Greymatter alone, I could make a difference in the world and help people. And I want to learn how to use my other forms to help as much as I can," Gwen said, "Actually, I told you about my decision five minutes ago, but you were offline. You've got me worried for a moment when I couldn't talk to you."

"Yeah... I probably should have warned you about this issue, but at least it is just a minor hiccup. Anyway, he will still come to meet you in a few months," Eunice said, "Why won't you take a shower, and then I will answer any question you may have about the Omnitrix?".

"Sounds good to me," Gwen replied, "Wait... Does the Omni... the watch doesn't get shortened or something when it gets wet, right?"

"You don't need to worry about it. The Omnitrix is completely waterproof. Did you not notice the Piscciss Volann and Amperi species when you looked over your 10 accessible transformations? Because these two can breathe underwater and have the features of underwater animals that you can find on Earth," Eunice explained with a smile.

"I just wanted to be sure, okay?" Gwen complained defensively as she took off her sweatshirt, revealing a black T-shirt that had small sweat stains on the sides, armpits, and beneath her chest, "I am still new to this whole thing."

"I guess you do have a good reason to be worried," Eunice said, "Now go take your shower, or your parents won't believe your little lie about your sore back from earlier. And don't worry about me invading your privacy. I won't look or talk to you until you are dried and dressed."


The next morning arrived, and Gwen started her weekend morning routine. The only difference was her attempt to hide her Omnitrix from her parents and her little brother. Since she was at home, she could arrange that with relative ease.

All she had to do was grab some sheets of fabric from old outfits that she planned to throw away anyway and use them to sew a pink and black wristband that would not only completely cover the Omnitrix but could also be easily removed when necessary. It took her less than 15 minutes to make her new wristband. Thankfully, no one asked her about her being 15 minutes late for breakfast. Had they questioned her about it, then the blonde teenager was ready to blame it on oversleeping after a busy week at both school and work.

Part of Gwen's routine was usually a two-and-a-half hours-long morning jogging, but today she was going to use two of these hours for her first day of training with the Omnitrix and the aliens she could not safely use in her room. Thankfully, she knew a perfect place about 14 minutes away from her place. It was an old and abandoned Stark Industries weapon factory.

She put on black tights, a white loose top, and a blueish-black sweatshirt, took her phone and a bottle of water in a small bag, and jogged to her new training ground.

...

On her way to the old factory, Gwen thought about how happy she was about Stark closing that place. Not only can it serve her as a place to master her new abilities, but it was also a factor in her exceptions to Oscorp.

Two years ago, the multi-billionaire Tony Stark closed his company's weapon development department. After suffering from an injury -caused by a weapon he himself had developed- Tony Stark's eyes got opened, and he decided to use his intelligence and money for the good of the world instead of weaponizing his creations and selling them to bad people. It was also the change that made him become Earth's first superhero in decades, Iron Man. Gwen just enrolled in Midtown Science around that time, but she had already formed her opinion about the man.

She admired the man's intelligence and even considered his Iron Man persona as an improvement over the person that she heard he once was. Yet, she could not consider a man who kills his enemies without authority and without a second thought as someone to look up to as a role model. Her father may have killed a few criminals before during his career, but unlike Iron Man, he acted by police protocol, gave said criminals a chance to surrender, and only killed them when he had no other choice. Self-defense, legal authorities, and vigilantism were three different things, and while Stark did some great stuff to the world, whether considered by many as a hero or not, Iron Man was a vigilante, and she hoped that if she keeps the Omnitrix, she would have a higher moral ground with her new powers than that guy.

With that being on her mind, thanks to the absence of many facilities of Stark Industries, other companies, such as Oscorp Creations, had managed to locate and hire some of the fired employees Stark left in the dust of his company's change. And it wasn't just former Stark Industries employees that Oscorp Creations took under its wing when they started to expand in New York, but also some students with great potential, such as Gwen Stacy herself and a bunch of others from the tour this next week. Being one of the first underaged employees of Oscorp would open countless doors for Gwen, whether in Oscorp, or otherwise, and she has appreciated it ever since she was hired.

...

"So how do you know this place?" Eunice asked as she appeared for the first time that day with a yawn. From the short amount of time the holographic woman had known Gwen, she had not expected her to be the kind of a girl who hangs out in places like this.

"Good morning. Look who finally woke up. Does artificial intelligence need any sleep?" Gwen smiled at her new mentor, "Anyway, I learned about it from my former classmate, Harry. He said once that he and his friend sometimes come here to skate after school, but they never come here on weekends for some reason. To be honest, this is my first time inside this building, and it looks nicer than I expected. So, what should I change into?"

Eunice could not pass the opportunity to mock her protege for her snarky comment and smiled, "Something more stylistic, that's for sure. And yes. I do need to sleep. The Omnitrix's software is getting used to this universe, and it makes me sleepy."

Gwen saw what her mentor did there and looked down at the ground with a chuckle, "Okay, I had it coming," she then brought up her left hand to show the Omnitrix to her mentor and gave her a more serious expression, "Which alien do you want me to turn into first? Is this place good enough for this Heatbalst transformation?"

Eunice kept her smile but now spoke in a much more serious tone, "You are not ready for this form yet, and she is called Heatblast. Yesterday you learned about the intelligence of your Galvan form, so for today's lesson, I want you to focus on the versatility of your Galvanic Mechamorph transformation. You know, the black and white blobby alien."

"Oh, you mean Upgrade, right?" Gwen asked. She may have never turned into this alien before, but since each alien announces its name upon the first selection and has a Data Terminal attached to them, she could associate the aliens with their given names.

Eunice nodded and waited for Gwen to select and transform into Upgrade.

...

When Gwen pressed down the Omnitrix faceplate, she was covered by the green flash just like last night, only she did not close her eyes this time. It lasted for less than a second, but it felt like it was longer. For a moment, Gwen was hovering inside a black void with dark green bubbles. A black blob came out of the Omnitrix, covered it, and continued up her left arm until it covered, consumed, and merged with her body and clothes. Green lines charged with bio-organic energy spread over the black texture and formed a circle for a single eye where her face should have been as her now liquified body morphed into a slightly less humanoid form with feetless white legs and the Omnitrix logo on her white chest.

...

"Now remember," Eunice tutored, "Even without prior technical knowledge, any Omnitrix user can use this form in many creative ways. I don't know you very well, but I can tell that you are already smart, so you should be able to master Upgrade in a few days. Not to mention that you have the Data Dub feature unlocked, so by now, you must be feeling the instincts of your current form."

Upgrade noded. Only then did Gwen realize that her outfit's colors before the transformation resembled her current alien form. She had to wonder if Eunice chose Upgrade for today's lesson for that reason.

Eunice was right about the innate instincts; Upgrade felt herself controlling every cell in her body as if her cells were morphing to her command, and was practically waiting for her new mentor to finish the interesting tutorial so she could bring the shapeshifting and technopathic abilities of this form to practice.

Before doing anything flashy, Upgrade noticed that she had no clothes. She may not have anything to hide in this form, but being naked is not something she was willing to be okay with, with or without the "necessary assets". So the first thing she did was morph her nano-tech-based body to look more like her human form, but with a minor upgrade in the chest, and create a lair of artificial clothes that resembled Eunice's outfit, only with a white knee-length skirt on top of her new white transparent leggings. She then grabbed the Omnitrix symbol and relocated it just above her new and enlarged bust.

"What do you think, Eunice?" Upgrade asked as she stretched her neck to check herself out, "Is this stylish enough for you?"

Eunice clapped her hands a few times with admiration for her student's natural talent as the Omnitrix beeped a few times, and then it projected a screen in front of Upgrade.

[Update Complete.]

The Omnitrix announced with a computerized manly voice that matched the text on the screen.

[Your Galvanic Mechamorph's default physical appearance has changed.]

[Would you like to keep this change?]

[Yes/No]

"Umm... Yes?" Upgrade answered.

[Feature Unlocked]

[Uniform Modification Mode is now available.]

The Omnitrix talked again.

"Eunice, what is going on?" Upgrade asked, "Is this normal? And why does the Omnitrix sound like a guy?"

"Congratulation, Gwen!" Eunice cheered, "You can now modify whatever your aliens wear at any time you want. I guess we both like your style."

"Than... Wait! What do you mean by 'we both'?" Upgrade nearly panicked until the realization hit her, "Oh, I get it. The Omnitrix must be as alive as you are, right?"

"That is correct," Eunice answered, "It won't talk to you as often as I am after I return home, but you will never be entirely on your own as a hero. Oh, and before I forget, don't use this feature when you are not in your human form, or else it will shorten your time limit by at least one minute, and you will be naked for a second. The latter is a piece of advice had originated from my personal experience. Don't ask."

Deciding not to push that personal subject, Upgrade decided to test her powers in more impressive ways.

She started by grabbing an old and broken robotic arm that was presumably meant for transportation of completed weapon cargos from the production line to tracks. Upgrade's hand immediately morphed itself into and around the robotic arm in the blink of an eye, not like Upgrade ever needed to blink her alien eye, "Okay, this is amazing!" Upgrade said with her feminine robotic voice that vaguely resembled Gwen's human voice.

"Merging with a simple and broken device such as this one is a child's play to my Mechamorphic siblings. You know what they say, just because it works doesn't mean you can't fix and improve it," Eunice appeared next to the edge of the now controlled robotic arm, "Try to test what your imagination could do with this equipment. Remember, you can manipulate both your own mass and the mass of whatever you merge with, not to mention modify it in neigh limitless scales. This is why this form is called Upgrade."

It turns out Eunice was made by the same Galvan who made the species of the Galvanic Mechamorphs. Therefore, she considers them as her siblings. In a way, it meant that Gwen was like her little sister at the moment.

"Okay, here we go!" Upgrade seemed to absorb the robotic arm into herself and morphed her blobby body into some kind of humanoid armor. She took one step in this form, but then she stopped, started to shake, and then collapsed in a few seconds into a pile of metal scraps. If it wasn't for her prior knowledge of the Galvanic Mechamorph species, then Eunice would have been worried, but she knew about their regenerative capabilities and just stood there with her arms crossed, waiting for the view of Upgrade's quick recovery.

Sure enough, the Galvanic Mechamorph melted out of the pile and reform herself back into her normal humanoid form before giving the Omnitrix a mental command and transforming back to her human form. The moment Gwen returned to her true form, she sat down, breathing heavily, "That's… That was not what I expected to happen!"

"Out of curiosity," Eunice kneeled next to Gwen, "What were you trying to build? It looked like some kind of a battle suit."

Gwen finally breathed normally, "Remember that superhero I mentioned yesterday? Iron Man? I tried to make armor like the one he wears when he fights terrorists and other criminals," The teen seemed to think of something, "Any chance you have an idea why it didn't work?"

Now it was Eunice's turn to think, but due to her being an advanced AI, it took her less than two seconds, "Well, there is the fact it was your first time using that form, so don't feel too bad about it," She looked over the pile of metal pieces that used to be a broken robotic arm, and then back to Gwen, "But there could be other reasons. For starters, you could be working with too primitive materials that could not support your structure, and if you do not know how the device you are trying to build is supposed to work, then you can't just magically operate it. For example, you can't just make another Omnitrix unless you know at least 90% of the mechanism or have some of the necessary materials to work with. Tell you what, let's try something simpler, okay?"

After the Omnitrix recharged, Gwen transformed into Upgrade once again. This time she repaired the robotic arm and returned it to where she found it. If Peter comes here at least several times every week then he would notice the mess and could find out about her new secret. It was better to avoid this kind of scenario altogether.

She then noticed a pile of relatively new computers that seemed to be missing some parts. Someone probably took pieces from them for some school science project of some kind or sold those parts for quick cash. She decided to do a favor to whoever that would be and fixed all of the computers to the state they were the day after Stark abandoned this place.

After seeing that she could do that easily, the transformed teenager wanted to try something else. She picked up a 2 gigabyte RAM and a processor from the ground and upgraded them into a 20 gigabyte RAM and a twice faster processor, both half the size of their original state. Then she stretched her arm across the room from the pile of computers to her bag, where her phone was, and pulled it back to her current location. Gwen did her best to smile at her idea, but unfortunately, she had no mouth in her Upgrade form. She pressed her phone against the modified RAM and processor and merged them all into one device.

Other than its slightly cracked screen being fixed, and both length and width growing by two centimeters, Gwen's phone looked mostly the same. The true changes were the storage memory and speed of her phone; it could now process data 30 times faster and had 10 times the storage capacity. As an interesting side effect, her phone's camera could now film in much higher quality, and her battery could last for a whole week before needing a recharge.

"Why did you stop there?" Eunice asked, "You could make for it a new cover with a strap on the back so you could hold it better and make your phone even larger and improve the software and hardware to a much greater capacity. Please don't tell me this is enough improvement for you."

Gwen transformed back to her human form and looked at the new settings on her phone, "My dad is a captain on the NYPD. He would have noticed that I got out jogging with one phone and returned with a completely different one. Same reason I fixed that arm, I don't want people to notice this stuff."

"What about that?" Eunice pointed at the pile of now-fixed computers, "If someone comes here to take pieces from those computers regularly, then they would notice that all of the broken or disassembled computers were magically restored to what they were before."

Gwen looked at the computers she fixed, thinking of an excuse, "Umm, yeah I probably overdid it, didn't I? Anyway, if whoever took those computers apart was a junky, then they are not going to put two and two together. I mean, we don't know if those computers were taken apart over several months or on one go. If it is the former, then I just must never return here, and no harm will be done to me, and if it is the latter, then I will keep my distance and consider my options."

"Maybe... fine, but you must be more careful. The next thing we should work on is stealth, and since none of your currently available aliens can turn invisible, you will have to work on this skill in case someone has information on you and you want to get rid of it," Eunice blinked and continued, "I will come up with something for you to work on your stealth skills."

"I will take that into consideration," Gwen smiled, "Anything else I should know about Upgrade?"

"There is always more to learn, but you did well for now. I think it is enough for today. Why won't you continue your jogging so your cop father would see some sweat when you get back home?"

Gwen agreed despite her will to learn more about the aliens inside her watch; coming home from her regular jog with next to no sweat would be too suspicious. She picked up her stuff and jogged out of the abandoned factory. She still had many questions about her new abilities, watch, and the guy who built it, but the practical ones will have to wait.

Unknown to Gwen, someone was watching her from the factory's rooftop. The man's red eyes narrowed as he glared at her from distance. He threw a disk on the center of the rooftop, and a hologram of an inhuman creature appeared in front of him, "Mercenary Ratz Maher, I have a job for you."


A few days have passed.

Gwen used all of her free weekend time to learn how to use her aliens. She wanted to take some notes, but Eunice only allowed her to do it on the Omnitrix's notepad, which she just learned about.

It turned out there was also a Data Terminal for each of her available aliens; Each Data Terminal contained information about the alien's species, homeworld, abilities, and some moves Ben Tennyson had made for them over the years. After getting used to accessing those Data terminals through the Main Menu, Gwen had learned that Ben had to learn pretty much everything about his powers on the fly and only met Azmuth for the first time after he had his Omnitrix for two whole months.

'It must have been ruff for him.' Gwen thought.

Since she did not have as much free time as most students her age had, and she knew only one place where she could use the Omnitrix without being seen, which she tried not to damage too badly or go to too often, the young blonde could only practice the skills of three aliens during that weekend: Greymatter, Upgrade, and a third alien that according to Eunice, was not in Ben's original playlist, AmpFibian. This alien resembles a blue jellyfish and can manipulate electricity. According to her mentor and the Data Terminal, with enough practice, Gwen should learn in the future how to turn into electricity in this form and even read minds, which makes it her best form for future stealth missions.

As fun as it was to try to learn how to use her new powers, Gwen still had to spend some of the weekend's time resting; maintaining her status as the best student in school while having an after-school job is hard enough as it is, and Gwen could not allow herself to lose any necessary sleep.


Monday - Midtown Science

It was Monday, and Gwen went to school as usual.

She had her hair up in a ponytail and had a black bow on the top of her head. She wore a buttoned-up long-sleeved black shirt that covered the Omnitrix and a white coat on top of her shirt, a pair of black shoes on top of black socks that went all the way up her knees, and a dark-ish grey skirt that covered only slightly less than half of the length of her thighs while standing.

Due to her time in ballet classes as a child, Gwen was never a fan of wearing pants if not for necessary stuff like working out or other activities that would require her to wear a pair, so wearing high socks and long-sleeved shirts were the best defense she had against the cold weather. Although, if it ever got too cold, she had a few longer skirts that would serve this requirement a little better.

During the first break, Gwen went to her usual spot at the schoolyard and tried to act as normal as possible while whispering her questions to Eunice.

"Next question: So how could your friend be over a thousand years old?" Gwen whispered as quietly as she could while sitting in the schoolyard on the top of a wooden bench table with her feet resting on the bench's seat while holding with her left hand a book about electricity that she has been reading in the hope to understand Amphibian better while resting her right hand on the hem of her skirt between her legs to avoid unwanted exposure from her fellow students. Her brown backpack was left on the wooden seat of the bench next to her right foot, "Shouldn't he be long dead by now? Or is it his watch that extended his lifespan?"

Eunice, who sat on the seat of the bench to Gwen's right and through her brown backpack, looked unsure if she was willing to talk about it. It took her almost half a minute to reply, "It does... and so will yours. The Omnitrix has many failsafe, and one of them protects you from mutations for obvious reasons, and its method is to protect your chromosomes from epimutations and genetic memory loss. You will probably live for at least one hundred years, and if you play your cards right, maybe even two hundred years... But..." Eunice paused.

"But what?" Gwen asked.

"But this is not why he is still alive... and possibly always will be..." Eunice's expression could tell she was not happy, though Gwen could not see said expression at the moment. "Many years ago, back when Ben was only twenty-three years old, we fought a cult of conquerors that rose from the aftermath of a great war." She breathed heavily, struggling to stay calm.

Gwen never thought the holographic woman could suffer from post-traumatic memories, but before she could show her concern, Eunice continued while flickering, "Their leader found out the secrets of immortality by combining magic and science," Gwen rose an eyebrow at the mention of magic. For all she knew, magic did not exist. It could not possibly exist according to science. Even the Omnitrix was clearly based on what she considered a few days ago as theoretical science and certain logic. The only considerable evidence of the existence of magic that came to Gwen's mind at the moment was the mysterious hammer that crashed in New Mexico a few months back and was mentioned everywhere.

"An-an-and he wanted his cult to conquer the multiverse, but they knew Ben would stop them, so they came to this universe in an attempt to obtain some powerful relics that are supposed to be powerful enough to counter some of Ben's most powerful transformations.

"We tracked down and defeated them before they could even find even one of those relics... B-bu-bu-bu-but to do so and save my life from their most dangerous soldiers, Ben's cousin, and m-m-my best friend… She die-die-die-die-died. And to make things worse, their leader punished Ben for stopping his plans by cursing him with hi-hi-hi-his immortality. It was only a matter of time before his entire family aged and died after that. I am only alive because Ben made a new body for me whenever the old one eventually failed."

Gwen was shocked by it, and not because she had just learned that magic could exist. This Omnimaster had saved hers and many other universes! And now he barely has anyone from his early life. The only person she knew he has left is sitting next to her right now in the form of a hologram, and her progression must be the only thing that can reunite them. And then she also realized something else; Ben would probably want her to fill his shoes to a small degree one day.

"I'm so sorry, Eunice," Gwen whispered while lowering her left foot to the ground and pushing her hips forward to be on eye level with the flickering hologram while moving her right hand from her lap to her side in order to balance herself with said right hand. Unfortunately, she was not noticing that her short skirt got caught by the bench's wooden table and raised upward in the process of her action.

"I never thought about it like this. It must have been hard for you to come here, to a different place, a different world… a different universe, and leave your friend alone like that. When will you see him again? Can I do anything to help?"

"He will come over here in a few months just to see me and check on your progression," Eunice finally stopped flickering, "But as you probably already figured out, once you won't need me anymore I will leave the Omnitrix and return home to be with him."

Gwen gave her mentor a determined look, "I will make sure to be ready as soon as I can so you could go home the first time he comes to check on us. how does it sound to you?"

"It sounds great!" The hologram stood up with a smile.

"But I must put school, my job, and my personal life first, okay?" Gwen said, her determination slightly faded.

Eunice was about to say something about Gwen's hesitation, but then she looked over Gwen's left shoulder, then looked down at her protege's thighs, and then looked over her left shoulder again, realizing something, something that both bothered her and could help change the subject of the conversation to something less serious, "Hey, Gwen? We've got a problem." Eunice stopped smiling.

Gwen tilted her to the right with a soft smile, "What problem?"

"you should probably put your knees together,"

"My knees…? What are you talking about?"

"There is a kid with brown hair over there, holding a fancy camera. He just took two pictures of you. And if I am not wrong, then he can peek on your panties right up your skirt from his current angle," Gwen paled a little at what Eunice just said as her smile disappeared, but before she could react in any other way, Eunice added, "He just took four more pictures, and the way I see it, he could take another set of shots up your skirt in less than four seconds. Probably less than two if you will keep looking the other way and do nothing about it!"

Gwen looked down at her lap and crotch area, and her pale face started to blush in a bright shade of red at the sight of her inappropriate position; her left foot was on the ground while her right one was on the bench's seat and her skirt has raised almost to the point she could see her own underwear at that moment.

Eunice was right; anyone who may have stood in front of her or from her left should be able to see her panties from those general angles without even trying to look for them, and hearing about the camera made things worse for the blonde.

She guessed who it could be and hoped it would not be him. Not like there was anyone she wanted to look up her skirt and take pictures of her underwear. Without looking in the boy's direction, she tried to cover herself with her book, but it slipped between her fingers and fell to the floor in her shock.

She acted quickly, yet stressfully. She tried to raise her left knee back up, but unfortunately, due to the stress of the situation and a sudden unexplainable lack of sensation, her left knee got stuck under the bench's seat, and her butt was stuck in front of the bench's table that caught her skirt halfway to flipping up and prevented her from smoothing it down properly, not to mention this weird lack of sensation she suddenly felt around said leg. Had she not panicked, she would have known that her priority should have been turning to her left, putting her weight on her right foot, and lifting her left leg back up to the bench's seat. But with the stress of the situation and not wanting to face her photographer, Gwen did not take the most rational route of action.

Being too busy with failed attempts to rise her practically paralyzed left leg from the ground back to the seat, and ineffectively using both hands to hold down the hem of her short skirt made Gwen lose balance and fall with her butt on top of her brown backpack and the bench's seat in velocity that made her drop on her back and sent her left leg to the top of the bench's table with remarkable flexibility. Unfortunately, her right foot was still being placed on the seat and her left foot is placed on top of the bench's table, and her skirt was now completely flipped-up over her stomach and lowered back, which kept her legs separated and exposed the front, or rather, bottom, of her panties to anyone who may look in her direction and rendered her skirt useless.

She only then looked at the boy in front of her. It was indeed the boy she was afraid it would be, Peter Parker. He was taller than her and had short messy brown hair. He wore grey sneakers, a blue t-shirt, black genes, and a brownish-green coat with a blue hoodie.

Seeing that he was looking at her in her awkward position with a blush on his face, Gwen had to find a way to cover herself. But with her grey skirt being flipped up, her lowered back lifted by her backpack, and both of her legs barely moving to her command, her only option was to cover her private area with one of her bare hands while the other kept her from falling from the bench's seat to the ground. She tried to cover herself desperately, but she could tell by the feeling of the cold wind blowing on her crotch and exposed thighs that he could still see bits of her, even though she no longer looked at him out of shame.

It took Gwen over thirty-five seconds of awkwardness until she could feel both of her legs again. Only then, she had successfully brought her knees together, pushed herself off her backpack, and then pressed them against each other as much as she could, as Eunice told her to do. And then she smoothed down her flipped-up skirt so it could cover up her panties, which were now known to Peter, and anyone else who may have looked at her, to be white. At least the cold wind could not make things worse for her.

'This is so embarrassing!' Gwen thought while looking down and covering her crotch with both hands between her legs. It almost felt like that stupid anime show that her little brother, Howard, used to watch, only toned down and without nasty tentacles.

She finally managed to hide her white panties from view, but it must have been too late! By the time she covered herself, Peter could have... No, he had seen her and must have had more than enough time to take at least ten good pictures of her. And with the photographic skills she knows he has, and the professional camera Harry bought for his birthday, they must be 4K in quality! Not to mention each of the other students who may have looked at her and have built-in cameras on their individual smartphones.

Her face felt so hot she was sure it was as red as the timed-out Omni…

That's it! All she has to do is to separate Peter from his camera and phone for a few minutes, and then she could delete the pictures he took, if he has a password on either of his devices, then she can turn into Upgrade to delete all of her pictures from them and make sure he did not make an online backup.

But what about the other students? Is it okay to hack every phone on the school's grounds just for the chance any of the other students took pictures of her? Wait, where are they? Where are all of the other students? There were at least 30 of them spread all over the place when she asked Eunice about Ben Tennyson's long lifespan, but now she could not notice any of them around her.

Once Gwen came up with her plan for her stalker, she looked at Peter again and saw that his camera was aiming down at the ground and he looked elsewhere. It did not look like he looked at something else in an attempt to avoid her gaze, but he actually cared about where he was looking.

Gwen looked in that direction and saw Flash Tomson beating up a small kid while the other students surrounded them, presumably to talk him out of beating the kid or cheer him up about it, but they all looked afraid of the outcome of standing up to him. That could explain where they all went.

Flash was a tall guy with shaved blonde hair. He wore fancy sweatpants and a black t-shirt with a v-neck. The shirt was mostly covered by a fancy grey sweatshirt that matched the sweatpants.

Peter typed something on his phone and quickly ran towards the bully.

Gwen was about to go after him and see what that was all about, but then she felt her newly upgraded phone vibrating in her white jacket's pocket. She looked at it and saw a text from Peter, 'Sorry about that. Call the school nurse for me. I owe you one.'

"More like you owe me for as many pictures you just took right now, you pervert!" She whispered to herself while getting off of that bench. She made sure her legs were as close as possible and her skirt covered her. 'No need for anyone else to take picture of my panties', she thought.

When Peter approached Flash, he got a better view of his actions. The bully grabbed a kid by the legs and forced him to eat vegetables covered by mud.

...

Until last year it would have been Peter who got bullied by Flash. It wasn't always bad between the two of them, though. According to Flash, it was Peter who gave him this cool nickname but none of them would admit they were friends many years ago.

Ever since Peter told Flash that he was no longer going to serve as his punching bag, the two had kept a tense distance, but whenever Flash tried to use other kids to fill Peter's old role, the latter would come to defend them. It usually ended with both of them being injured, but Peter always had the worst of it.

...

"Hey, Parker. come on, man! Take a picture, and be a bro!" Flash smile with a friendly tone.

It was clear Peter was not happy about it. If there was one thing he hated more than flash beating him, it was Flash asking him to take a part in bullying others, "Put him down," Peter said quietly to Flash and then turned to the bullied boy, "Don't eat it, kid…".

"Take the picture, Parker!" Flash demanded this time in a much less friendly tone and a slightly angrier one.

"Put him down, Flash!" Peter almost demanded, pointing down in an attempt to keep his voice friendly while trying to keep his smile on, though his anger could be felt in his voice and expression.

"TAKE THE DAMN PICTURE!" Flash almost yelled.

"NO! NOW, PUT HIM DOWN! Eugene!" Peter shouted, knowing that calling Flash by his real name would get him off of that boy.

Sure enough, Flash put down the boy, but as soon as Peter tried to help the boy to stand up, Flash punched Peter in the face, which forced Peter to the ground. Peter got back up quickly, but Flash kicked him once in the chest and once in the stomach.

"I'm still not taking the picture!" Peter said, trying to be heard by the bully despite the pain.

"Then stay down, Parker!" Flash ordered.

'There it is! There is my opportunity!' Gwen thought. All she had to do is take the camera to the ladies' room before Peter gets up and then delete her pictures. It looked like that would be the end of the story, since she knew for sure now that the other students were looking at Flash instead of her.

She then looked down at Peter again and saw that he was still in pain on the ground, and he could not just let it pass, even if it means that the camera could still contain her pictures. Screw the camera! Helping those in need is far more important, even if they took pictures of her white panties. It will have to wait.

"Flash!" Gwen shouted at the shaved blonde bully as she walked past Peter, "I just found out I can't help you study today after school, so you will have to study alone."

" WHAT? Is it because I beat two kids? Come on. I was just messing around!" Flash tried to save his chances but to no avail. "But I need your help. You know I can't stay on the basketball team if I fail another test. It's not fair!"

"And beating up other students is? Not on my watch!" Gwen said walking towards Peter. After Flash left, Gwen helped Peter up, just as the school bell rang.

"For the smartest guy I know, it was a really stupid move. It was brave but still stupid." Gwen whispered as they walked to class together.


After class, Gwen walked Peter to the school nurse. She knew he could walk there alone, but she still wanted to both help him and talk to him about the pictures he must have taken.

The nurse's office was closed at the moment due to weekly clean-ups, so any student who wished for a medical assistant would have to wait for a while. Both top students considered it unethical and reckless on the school's part to do it during school time instead of on the weekend or after hours since it could allow the condition of injured or sick students to get worse. But at least it gave them the time to speak about the ethics of what happened before class.

"You said you owe me one, right?" Gwen asked Peter as she sat next to him outside of the nurse's office "I would like to get it now."

Peter saw it coming, and in a way, he even wanted it to happen. He knew they would have to talk one day about his bad habits of stalking Gwen and taking pictures of her. The fact she was willing to talk to him instead or before reporting on him to the principal was already a pleasant surprise to the brunette boy, and for that, there was only one mature action he could make.

"Here," Peter handed his camera to Gwen, "You can delete any picture you want. I did not make any copies or backups of the ones I took without your permission. Just please don't break it if you're angry with me."

To Gwen's surprise, the only picture of her from today was taken before she embarrassingly exposed herself. 'No, he could be lying.', the blonde girl thought. He had enough time to put it on some cloud and delete the source before he fought Flash.

Gwen decided not to delete any of the pictures since none of their contents disrespect her, "I won't delete these pictures, Peter," Gwen blushed a little "you can keep them,"

Peter wanted to smile but it just didn't feel right "Thanks... Thank you! Are you sure?"

Gwen now looked like she was not sure if to look Peter in the eye or not, so she just looked at the floor. The next question is going to be embarrassing, "Did you see my... you know... before Flash beat you?"

Unlike Gwen, Peter knew for sure not to make eye contact at the moment, but he decided not to lie to her, "I did, it was a nice… it was a nice view, by the way."

Gwen pulled down the hem of her skirt in embarrassment. "Did anyone else...?" She couldn't even complete her sentence.

"No, just me."

"Be honest with me, Peter." Gwen looked at him with red eyes and twitching lips. She looked like she was about to cry, "Did you or anyone else take any pictures or videos of me?"

"No, I... I know... I know that I was the only one outside the building who saw you, and I didn't take any pictures or... or anything! I just looked at you, and even that wasn't the whole time!" Peter himself almost started to cry. He realized how much he hurt her by just not helping her or reassuring her that things were not as bad as she thought they were, "I'm sorry! I sho... I should have helped you as soon as your leg acted weird!"

They both sat there embracing each other with tears in their eyes for about a minute, but it felt like an eternity.

Not wanting Gwen to feel worse than she already did, Peter decided to cheer her up with a joke, "If you want I can take off my pants and let you see my boxers to make us even..." Peter- still with his pants on- moved his legs similarly to the way Gwen moved hers about an hour ago. "Unless you want something else. I am not so hard on the idea."

Gwen chuckled quietly at his suggestion and impression of her and decided to return the favor, "'Not hard on'? I thought you were happy to see me… I will pass, but thanks," They both blushed at the exchange, "Maybe another time. I would like something else for now instead."

"That's weird; According to my mental scans, he is just as worthy as you are for the Omnitrix." Eunice appeared in front of Peter, though he could not see her. Gwen did not doubt Eunice's current statement, but that made her think about something.

Wait, Eunice said earlier that he took pictures of her after she lowered her foot to the ground, and not only that, but she said that he took at least four pictures before her leg got stuck. Could Eunice lie? Why would she lie? Could it all be a test of some kind? And again, Why would she lie?

"This time? For now?" Peter looked Gwen in the eyes with confusion, "Sorry, I won't stalk you anymore if that's what you want."

"Thanks..." Gwen felt almost disappointed as she returned the camera to him, but she was not sure why, 'What is wrong with me?!', she thought. She hoped she was not going to regret what she was about to do, "But that was not the favor I wanted…"

"Umm, Gwen?" Eunice asked with confusion, "What are you up to?" The two blondes will have to have a conversation later.

"Wait, what?" Peter was not sure what to think about it, "So what do you… What do you want?"

Gwen took a deep breath and smiled, "I know you like me, Peter. Just ask me out if you want to be closer to me." It was a shocking request which Peter did not expect to hear.

"You said you owe me one, and this is what I want," Gwen said in an almost demanding tone.


Author notes:

I bet you did not see that coming. Peter is such a great guy. Isn't he?

I want you to take what happened at their school seriously because people can get really messed up by going through experiences similar to the one Gwen went through in real life. If you see someone in need, then don't just stand there as Peter did, but like him, don't take pictures. Reach out and go help them.

For some reason, in the original version, I wanted Gwen to use the Omnitrix only twice before returning to school, and one of those times happened off-screen. But I decided to change it because it felt dumb. Anyway, Gwen has a time limit of ten minutes just like Classic Ben, but unlike Ben, she can transform back to her human form early whenever she wants. I think it would make a nice balance between being rooky and having an easy start.

Now about the Upgrade thing... The Galvanic Mechamorph transformation is more capable than its canon counterpart for several reasons: For starters, Upgrade is my favorite alien and I am the author, so I can make some changes to the lore. But since I also want to make a logical reason, then I would like to refer to The Ink Tank's videos; According to these great people, Upgrade is so limited in comparison to other Galvanic Mechamorphs because the Omnitrix can't fully turn Ben's DNA into that form. In my continuity, Ben noticed this issue after the Malware saga and asked Azmuth to fix it.

The upskirt plot is also much longer and better described in this version. The purpose of this weird plot decision will be fully revealed in the rewritten version of chapter 3.

I am sure you have noticed some changes I made to the school scene from the movie. Such as no crowd of students cheering up Flash's bullying. I changed that because it is unrealistic and I never saw something like that happening in real life back when I was in high school. Now they are there only to look in fear that they could take the kid's place as Flash's punching bag.

As you can see Gwen's Omnitrix menu works quite differently than anything we saw in the Ben 10 franchise. I made this change because this is how the new Omnitrix works in the prequel. If you have any questions about how it works, then ask me in the review section or via a PM, and I will make a video explaining it on my YouTube channel (the channel is also called Amit Barabi).

Ben's immortality is a sad story, but he overcame the grief. Unlike Eunice, who is still traumatized by seeing Gwen Tennyson dying in front of her.

By the way, I am sure you can guess what kind of relics that cult wanted from the Marvel universe, though Ben and Eunice don't know since they stopped that cult before they could do anything with their search. So don't expect Ben to stop the big bad as soon as he arrives in a few months to visit Eunice, nor will he give exposition about these relics despite his past attempt to stop a mad person from getting them.

I am sure you guys are wondering who the mysterious man with the red eyes was, but I am not going to spoil it. Feel free to theorize in the review section.

I also have a P-atreon.

This is all for now. Stay healthy and enjoy life.

Amit Barabi is out.