Commissioned by Knight-Bishop on DeviantArt. I do not own Ben 10 or The Mask.

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"Get back here, you little prick!!!"

Enraged by his insults, Rojo had ripped off the mask and taken off after Ben, the little kid that had ruined her life. The beatdown back in Houston, the taunts to her great power, the stupid Masked Avenger…she wanted nothing more than to tear the kid to shred.

As Ben took off at his quickest speed and Rojo followed behind, Gwen was left alone. How could she possibly help her cousin? Sure, he could be annoying and rude, but they were the closest thing to siblings each other had. She couldn't let that biker chick tear him apart.

Looking around, she saw the flash of green light in the grass. Dashing over to pick it up, she held the mask in her hands. The very thing that had caused this crazy week was hers and hers alone.

Did she dare to possibly put it on? She had seen how chaotic Ben was, to say nothing of the destruction Rojo had caused. She couldn't possibly take the chance! But with police injured and Max still down on the ground, she really had no better choice.

Please be gentle, Gwen thought, as she raised it to her face.

As both Ben and Rojo were beginning to tire each other out, their attention was distracted by a muffled scream, as green flashes of light began to shoot out near where their chase had started. Narrowing his eyes to tell what was the disturbance, Ben almost jumped back in shock when he finally realized - it was the figure of Gwen, moaning and trembling as she absorbed the power of the mask.

A black, blue and green tornado suddenly rushed their way, causing Ben to run for cover. He knew the mask had made drastic changes to him - he was even more shocked to see what it did to his cousin.

The new woman stood about 5 foot 8, with drastically longer legs and curvier bust. Blue stiletto heels and black fishnet stockings hung around her curvy legs, and an old Victorian corset covered her much expanded chest. A dark blue cloak hung from her shoulders down almost to the ground, held together by a giant emerald gem around her neck. Her normal short orange hair had become long and flowed almost to her waist. And just like the Masked Avenger, her face was bright green and rubbery, with dark blue lips and large white teeth.

"Please welcome to the stage, the mistress of magic herself…Gwendolyn Greene!!!"

"Thank you, ladies and gentleman! Welcome to the show!!!" Spotlights and applause surrounding her, Gwendolyn approached Rojo, whose legs seemed to be paralyzed from the sudden appearance of these magical forces.

"Now, you've all seen a magician pull a rabbit out of a hat. But what do you do if there's no rabbit? Well, you improvise!!"

Waving her wand around, she aimed it straight at Rojo, who disappeared in a puff of smoke. Pulling a hat from her cloak, Gwendolyn began to rummage through it.

"Let's see…playing cards, not for this trick. A TV remote - hey, I finally found it! Sabrina the Teenage Witch DVD - why haven't I opened this?"

Gwendolyn reached into the hat again - and finally pulled a grey, black and red furred rabbit out of it, the closest thing to a scowl on the rabbit's face.

"Ooh, who's a funny bunny? Yes you are!"

Wand waving again, Rojo was back in a human form - as much as she had been embarrassed by the Masked Avenger, Gwendolyn's antics were even worse.

"Oh, you didn't enjoy that part of the show? Perhaps something more daring is in order!"

Spun around violently, Rojo found herself locked tight in a wooden box, gigantic metal saws hovering above her as Gwendolyn monologued to a nonexistent audience.

"Don't worry, ladies and gentleman. My subject will be perfectly fine. I've done this trick hundreds of times before, and I've never lost a subject before. Well, expect Tijuana…and Wichita…and Atlantic City…"

"Let me out, you nutjob!!!"

"What's that you say, miss? You want the blades to come down quicker? An unusual request, but that can be arranged!"

At Gwendolyn's command, the blades fell from the sky, cutting the box in half. Rojo's torso and legs went in separate directions, and guts could be seen hanging from the hole at each end.

"No need to panic, she'll be OK! We can rebuild her, we have the technology! All I need is my handy dandy box cutter!"

Gwendolyn began to dash around, looking for the box cutter as Rojo writhed around in pain. Seconds passed, and nothing had been able to be found.

"All right ladies and gentleman, it may be time to panic! Let me check my coat pocket."

She pulled out a pizza cutter, and dashed over to Rojo's torso. "Here we are! I pull her out of the box and voila! Her legs are whole again!"

Clapping could be heard on a quiet street, and Gwendolyn took a bow. "My great subject Rojo, everyone! And now, we have one more trick for you this evening!"

She pulled out a giant padlocked chamber and threw Rojo into it, slamming the top shut. "There are 60 locks to pick through, and approximately two minute and 28 seconds before the police arrive. Will she escape? We'll find out soon enough! You've been great, ladies and gentlemen! Good night!"

Performance completed, Gwendolyn strolled over to Ben and Max, who had watched the whole act in stunned silence.

"Gwen?"

"I don't believe you just did that."

A huge smile beaming on her green face, Gwendolyn laughed. "I'm the mistress of magic, what else did you expect?!?"

"Well, thank you honey. Let's take that off and find a place to rest for the night."

"Take this off?!?!? No, I've got another performance tonight, I just need a nightclub! See ya!!!"

As Max watched Gwendolyn spin off in a tornado, Ben only had one question.

"Grandpa…what are we going to do now?"