Hope you all are enjoying the story. I have several arcs planned, and am open to feedback about any errors or inconsistencies you find in my writing. We will pick up the tempo a little bit, but don't expect a ton of action out of this chapter. Don't worry though, we'll pick it up soon. I'd really like some feedback about how you feel I am developing the relationship triangle. Let me know if it seem too one sided. Well, diving in. Oh yeah, I don't own the characters, blah, blah, blah.

Carrie sat at the mall. She checked the time on her phone. It was 1:53. She double checked the text one more time.

Penny: Time 2 talk. Meet the mall tomorrow 2.

The words sent tremors of fear racing through her. What was Penny going to say? What was she going to say to Penny? Carrie fidgeted with her skirt. She was so immersed in her worries that she was surprised when she looked up to find a Cyclops sitting across from her.

"Hey, beautiful. You waiting for someone? My name is Rob, what's yours?" He winked his pink eye. At least she thought he winked, but Carrie couldn't tell; he might have only blinked. She forgot her worries for a moment at having to deal with this nonsense. Why had all the males in she knew become idiots irresistibly drawn to her except the goon she wanted and his goofy brother? She literally couldn't leave the house without attracting the unwanted attention of boys that had, until recently, ignored her very existence and couldn't even be bothered to figure out they already knew her.

She opened her mouth to tell him as much. "Why don't you go jump in a lake?" A familiar voice asked just a little too sweetly from her left. She turned to find Penny smiling at her.

Rob turned angrily toward her. "Why don't you mind your own business?!" He snarled before turning back to Carrie who was bristling at his treatment of her friend. "Now then, where were we? Huh? What's going on?" Rob's eye widened as he found himself lifted into the air. Carrie tried not to giggle at his bewildered look.

Carrie watched with some satisfaction as Rob discovered the source of his newfound freedom from gravity. He followed thick, muscular arm as in ended in a hulking red powerhouse. His mouth worked soundlessly for a moment before he finally shrieked and curled into a ball.

The looming monstrosity leaned in close and whispered so quietly even Carrie barely heard her. "I suggest you leave my friend alone and never bother her again. And tell your friends, 'cause I won't be as nice to the next guy." Carrie did her best to smile sweetly when Rob cautiously peeked around he was back once on the ground. He threw her a wild glance before scrambling out of sight.

When Carrie turned back, Penny was back to her glowing fairy self. Carrie raised an appraising eyebrow at the girl sitting across from her. "That was pretty dark for you, wasn't it?" She asked, still forgetting her earlier fears and simply falling into the usual banter.

Penny lifted her shoulders and smiled sheepishly. "To be honest, I didn't mean to do it, but I also don't think it was that excessive. He was being a creep to my best friend and he deserved more than he got." Penny covered her mouth to stifle a giggle. "Besides, did you see his face?"

Swept up in Penny's tempo, Carrie grinned. "Oh yeah. Priceless." The two girls burst into giggles and every odd look they received only sent them into further peals of laughter. Finally, they calmed down and caught their breath. Penny pointed at the nearby K. B. Nickle store. "Come on. I saw a shirt in there last week I think you'll love." She grabbed Carrie's hand and the two went into the store.

Inside, Penny lead her to a rack near the back. There were several frilly shirts and Carrie looked askance at her friend. "Uh, I don't know if you've noticed, but this stuff isn't exactly my style." She smiled to show she wasn't trying to be unkind. Penny held up her finger and ticked it from side to side, clicking her tongue.

"I appreciated your style, Carrie, but there is a gem over here that I think you'll love… now just where is it? Ah! Here, feast your eyes on this!" Penny spun and displayed the piece. It was a black, long sleeve T-shirt. The sleeves were lace and in had a swooping neckline. She wrinkled her nose at the lace but Penny rolled her eyes and grabbed her hand again. "Come on. You have to try it on first, trust me, you'll like it."

Carrie was dragged over to the changing room and stuffed inside with the shirt. Alone inside, she finally remembered why she was here; to talk to Penny about her feelings for Gumball. How was Penny taking it like this? Had she forgiven her? Penny stuck her head in. "What are you doing? Hurry up and put it on!"

Carrie quickly pulled off her shirt and Penny sucked in her breath. "I wish I had a figure like that." She said wistfully, eyeing Carrie's usually bra supported anatomy.

Carrie blushed and covered her chest. "You already saw what these things do to the males in our class. They aren't that special." She pulled the lacy shirt over her head.

"Not special enough to get the attention you really want?" Penny asked softly.

Carrie froze. So hear it was. She turned towards Penny, the apology dying on her lips when she found the girl look at her with eyes wet with compassion. For the first time, Carrie dared hope that Penny might understand, might forgive her.

"Penny, I want you to know that I would never -" Penny held up her hand and Carried stopped. Penny came into the changing room with her and sat down.

"You know, I have loved Gumball for a very long time. I never knew why, I just always thought he was kind of… amazing." Penny paused. "When I consider it intellectually, he wasn't exactly the cream of the crop, but I think I was attracted the dreamer in him." She said thoughtfully. "Then, when I started puberty, I lost control of my changes around him." She blushed. "I just couldn't seem to reign in my feelings. So I can understand not being able to control how you feel about someone." Penny smiled. "How did it start for you?"

Carrie was staring. Penny just kept looking expectantly at her while she got herself together and sat on the bench opposite her. Carrie had never expected to discuss this and she took a deep breath to steady herself and collet her thoughts. "I think it started back when he let me borrow his body. Not only did he do me a favor when I needed it, he also stood up to me and helped be when it became a problem." Carrie smiled fondly. "I've always admired him for that."

"Then there was Halloween. There was this party and Gumball agreed to go with me because I didn't have any friends at the time." Carrie laughed. "He, Darwin and Anais all took too much of a potion and turned into ghosts. After it was all said and done, they ended up in each other's bodies and it took me a week to find a spell to fix it."

"Gumball has always been there when I needed him, and always done what he could to help me." Carrie continued. "He is the only boy who always treated me like a normal girl. And when I went through my puberty, he was the only one who never treated me different. Even Darwin made a pass at me, at first. I would do anything to keep that friendship, even if that's all it could ever be." Carrie hung her head, tears falling unchecked from her eyes. Her tears fell even harder when she felt Penny envelope her in a comforting hug.

"I'm sorry." She croaked between sobs. "I do love him and I can't help it."

"Shhh." Penny stroked her back. "It's not your fault."

For a while, Carrie cried and penny just held her. Finally, her tears slowed and stopped. Pushing herself up, she asked the question she had had since earlier. "Why are you being so nice about this?" Carrie sniffed. "I'm glad you are but I don't understand."

Penny looked up, avoiding her eye for a moment. "When you were kidnapped, I dreamt I was you – that's how we found you. I saw what you saw, thought what you thought." Now Penny looked at her. "And I felt what you felt. It's hard to hate anyone you've understood on that level." Penny said simply.

Carrie nodded slowly, understanding a little from her own deliberations. "But what are we going to do?" Carrie asked, frustrated. "It's not like we could both have him."

Penny seemed confused. "Why not?" she asked with mock shock and Carrie couldn't help but giggle.

"But seriously what do we do?" Carrie pulled the conversation back to the matter.

Penny smiled. "We're 15. I think we should just enjoy being friends and let the whole Gumball thing figure itself out." She held out her hand.

Carrie took her hand, noticing as she did that the lace created patterns of skulls and tombstones. Grinning she said, "I would like that… and I like the shirt, too. Thanks."

Penny headed out. "I'll let you get dressed then we'll buy it. Afterword, I think I could go for a burger, you?"

"Yeah." Carrie said absently, suddenly deep in thought.

Penny stopped and looked back, a quizzical look on her face. "What's wrong?" She asked sounding concerned.

Carrie heard the worry in her friend's voice and shook herself. "Nothing, I was just… thinking." Carrie blushed, smiling sheepishly.

Penny didn't look convinced, so Carrie rolled her eyes. "I'm fine, I just was trying to remember something, but it's gone now." The lie wasn't pleasant for her but it was better than the truth. Penny nodded, still suspicious. After a moment, she turned to leave but Carrie was already so mired in her own thoughts that she didn't notice her friend leave or the enormous grin Penny was struggling to hide. The only thing in Carrie's head just at that moment were two words replaying over and over… Why not?

Page break.

Gumball was washing his car. He didn't even hear them pull up, but was pleasantly surprised when he turned around to see Penny's car just behind him and the two girls who were inside. For a second, he even forgot what he was doing and accidentally stuck the running hose in his pocket. His antics sent the girls into fits of laughter.

At least the girls got a laugh out of that, he thought. Cranking off the nozzle and grabbing a towel, he walked dripping wet over to the passenger window. "S'up Carrie? What are you two doing today? If you guys are here to be my hands, don't worry about that. Apparently the whole super metabolism thing heals me really fast. See?" Gumball flexed his fingers and fresh gleaming claws extended from their hidden place under his fur.

Carrie and Penny glanced at each other. "We were just out shopping. Carrie got a new top. I got something I want to show you. Mind if we get your opinion?" Penny shook the shopping bag at him.

Gumball smiled. "I don't mind, but don't expect me to actually have anything useful to say."

Penny and Carrie giggled. "That's fine. We already like what we got, it would just be helpful to have a male's perspective.

"Well I guess that makes me qualified." Gumball answered. "You guys go ahead. I need to get this hose put away. I be inside in a minute." Gumball walked back to his car as the girls made their way towards the house. He quickly rinsed the car and put the hose away before he went inside, hoping to get a chance to change into dry clothes.

The darkness inside the house surprised him, but his feline eyes quickly adjusted. He could hear the girls upstairs, already changing. There went his hopes of being dry… maybe there was something in the dryer. He made his way into the laundry room. No shirts, but at least he could change his pants and underwear.

Glancing toward the kitchen to make sure all was clear, he stripped down and tugged on the new skivvies and jeans. He was about to put the shirt back when a he caught a movement out of the corner of his eye. All of a sudden, the atmosphere in the washroom feel heavy. Gumball felt the rush of adrenaline as stripes covered his arms. He slowly panned the room looking for the source of the uneasy feeling he'd had.

After a few moments, Gumball saw nothing further and decided to head back to the house. Just as he reached for the handle, the door swung towards him and he only barely dodged. He almost swore he heard a ghostly laugh that set his fur on end. He was starting to get a little creeped out when the thought occurred to him that it might be Carrie messing with him. She forgot I can touch her like this, he thought with a smirk.

Gumball focused like he'd practiced and within 20 second time seemed to slow. Moving quickly he moved all around the room but was confounded when he encountered nothing. Satisfied that she wasn't in the room, he returned to normal speed but held the concentration as he moved cautiously back into through the kitchen. When he got to the living room, he could her the girls talking and he stopped, listening.

"So what do you think?" Penny's voice asked.

"I think he'll like it. Do you think you'll change back?" Carrie asked.

"I think it'll stick. I had to concentrate to stay like I was earlier so I think it's a permanent change." Penny answered.

Gumball was intrigued. What happened to Penny? The thought was barely finished before he felt the uneasy atmosphere surround him. He could still hear the girls' voices upstairs and his eyes narrowed. This wasn't Carrie, then. Unsure it would help, he readied himself to go Zip… he mentally noted that the name needed work.

He stood stock still and waited. After nothing happened, he decided to go towards the door. Just as he'd hoped the door started to swing towards him and he immediately activated his speed. At first he found nothing, but after a couple of seconds his hand closed on an arm that he couldn't see. He dropped out of speed and yanked on the arm.

Gumball hadn't been as surprised since Jamie had apologized a couple years ago. When he yanked on the invisible arm it didn't budge. Whatever or whoever he'd just grabbed, grabbed him by the throat and expressed a lot of displeasure at his actions. The growl filled his ears and thrummed in his chest.

Gumball was lifted into the air and thrown back. He twisted in the air and landed softly on his toes, ready to meet his attacker but the oppressive feeling was gone. After a few moments he was relatively certain that whatever it was had gone. Letting his adrenaline drop, his body sagged with the expected exhaustion, but his mind was wide awake. Just what in Elmore was that, he wondered.

He heard the girls upstairs opening the door. He had forgotten about them. He knew how he looked just now and he didn't want to worry them so he summoned his speed once more. He rushed to the kitchen and ate a ridiculous amount of food. He stayed powered up for just a few seconds as his body digested the food and came out of it feeling only a little winded.

He timed it pretty close and was just coming into the living room as the first set of feet came into view on the stairs. He leaned back against the couch and watched Carrie descend the stairs, his invisible attack all but forgotten. She was wearing a black shirt with lace sleeves and a pair of white pants. The pants outlined and accented her shapely legs and bottom, a fact that was not lost on the appreciative Gumball. He just managed to stop short of ogling her as she came to stand in front of him.

He almost lost it when she put her arms behind her back and bit her lip apprehensively. Holy crud, she's cute, he thought, mouth open. "So what do you think?" Carrie asked, looking up at his through her lashes.

Gumball wet his lips and swallowed. "Well, to be honest, you look kind of amazing."

Carrie flashed him that same dazzling smile she'd fried his wits with before the whole injury situation. She started to give him hug but stopped. As he watched her take in his unclad chest, he unconsciously flexed before he could stop himself and was rewarded with a gasp from her before she tagged him in the arm.

"Geez, you could have at least put a shirt on." She grumped.

Gumball laughed. "I'm sure that would have gone over well, coming into the room while you two were changing."

Carrie turned a delightful shade of pink and gasped in indignation. "You wouldn't dare!" She cried punching him in the arm again.

Gumball was laughing hard now. "Stop! Stop! It's starting to hurt." He rubbed the victimized shoulder.

He was still laughing when Penny cleared her throat and gumball turned towards her. And then his brain stopped. It was Penny, but she was different. Her figure had undergone a dramatic change. Now she resembled Carrie a bit, but her frame was leaner and more athletic where Carrie was decidedly more voluptuous.

She was wearing a light blue sun dress that when well with golden complexion and really brought out the blue in her eyes. Gumball's eyes couldn't help but trace the new contours of her breasts to the slim waist and the slight bump of hips that filled out the dress perfectly. Her face was a little thinner and she had golden hair pulled back into a pony tail, but the familiar antlers and wings were still there. Gumball hadn't thought she could have gotten prettier, but he was happy to be wrong.

"Extraordinary." He breathed the word as he gazed at her and was rewarded by the flicker of recognition in her eyes at his use of the word. He'd used the same to describe her when she first removed her shell and it was still appropriate.

Carrie was grinning. "You should have seen it… or maybe not. We were shopping and she saw that dress. She said she wished she had the kind of figure to wear it." Penny flushed as Carrie continued trying not to laugh. "Then, poof. She was standing in the middle of the store stark naked like that." Carrie finally lost the battle and began laughing.

Penny was eyeing her coolly. "You didn't think it was quite so funny at the time. I'm just thankful that someone was there to notice and help me out. I've never actually worn clothes before and didn't know what how the sizes worked for underwear and stuff."

Gumball was trying very hard to contain himself. He had just had to deal with a lot of mental images and his pants wear feeling rather tight. "What do you think happened?" He addressed the question to both of them.

Carrie just shrugged, but Penny frowned as she considered it. "Actually, I had been unhappy with the way I was for a while now. I felt like my body wasn't developing and I wanted it to change. I'm going to have to sleep on it, but I think it happened because this is the way I wanted to be." She smiled then. "It really is exactly how I wished I would look… what do you think?" She asked holding out the skirt.

Gumball chose his words carefully. "I think you are as beautiful as ever and if you are happy with it, then so am I…" Both girls' looks darkened, so he just decided to heap it on. "Ok, fine! You look incredible, both of you, and I am the luckiest guy to ever give his opinion. So what's the occasion?" He asked as he crossed his arms, this time consciously flexing and enjoying watching Penny's eyes drift over his own body.

Carrie nudged him. "We thought we should treat you to dinner, considering how you saved us."

Gumball frowned. "That's not-"

Penny rolled her eyes at him. "Look, Gumball. The fact is you are the reason we were saved. Now go get dressed. Casual but nice, like us. And hurry up we need to be there by 5 p.m."

Gumball glanced at his watch - 4:13 p.m. "Do I at least have time for a shower?" he asked.

A few hours later, Gumball happily to the girls and closed the door. After dinner at Kiwi Fly's, they had caught a horror flick and a sappy romantic comedy at a double feature. Gumball wouldn't admit it but he'd liked both movies.

He turned to head up the stairs when the forgotten eerie presence surrounded him. Too late, he tried to power up, but found he couldn't. Gumball realized he couldn't do anything at all and he recognized the feeling of being possessed by a ghost. While he struggled to move he heard a voice in his head.

That's quite an interesting trick you have there. The voice, if you could call it that, chuckled softly. I hit the jackpot. You have enough energy to feed me for eternity. Now then how do you use it? Gumball felt a pressure on his mind as whatever this was dug around in his head for information. Hmm. It looks like I can't touch it… but I can still use you.

Who or what are you? Gumball thought at the voice.

Oh you can call me Mom. After all, you will soon be marrying my daughter. The voice offered no further hints, but Gumball had a guess.

Carrie's Mom? She and I are friends. Why would you do this to me? Gumball asked the ghost controlling him.

He got the mental impression of hunger from the entity in his head. I need you and that offspring of mine to provide me with fresh souls to eat.

Gumball recoiled in horror. There is no way that is going to happen. He gather himself and railed at the force occupying his mind. He may as well have attacked a brick wall. Carrie isn't going to fall for this, Carrie's Mom.

Oh! Dear, do call me Aretha. Or better yet, sleep. This is hard enough without your distractions.

Gumball struggled but couldn't stay awake. Carrie! Carrie, don't let her… Gumball knew no more.

Uh oh. What is Aretha going to do? Will Carrie find out about her mother's ruse before it is too late? Who knows? Hit me with your feedback, I am losing perspective.