Ben 10 a change of face chapter 3
After resolving what the next step was, Ben and Gwen returned to the RV, different than they were before to say the least. They both sat in the very back seats. On Ben's wrist, which was physically Gwen's wrist now that he was in her body, was the omnitrix. His, or now her, arms were crossed and one leg was over the other as he/she was sitting on the back couch. She looked at her wrist with the now blue omnitrix with the still green symbol and white ends to the band of the device.
"Even my omnitrix became like you. Man every part of me is becoming completely girlified and lame. Thanks a lot Gwen" Ben said.
Gwen turned with a scowling look towards her old body with Ben in it. She was sitting and reading the spellbook she could now use again. With the last spell cast by Ben, their new bodies now had the appropriate "essences" for the occupying minds meaning everything that made Ben was now in Gwen's body and vice versa, making it easier to be the other person power wise as if they never switched.
"Don't blame me doofus. Blame Charmcaster. Besides, you should be happy to be in my body. Yours on the other hand needs major exercise and gymnastics" Gwen said with Ben's voice.
"Hey i play enough little league to be good enough with running." Ben said, kicking Gwen's body's legs.
"Yeah well, as long as you're in my body I'm going to make sure you take care of it" Gwen said.
"Yeah yeah. Anyway I'm starving. I've been getting hungrier since becoming you" Ben said. He got up and walked towards the pantry, butt shaking and hips swaying in his/her tight pants in girl fashion.
"My metabolism is different from yours. You better not make me fat, lame brain. Look at my butt. It's already bigger" Gwen said.
"Whatever" Ben said, reaching Gwen's long arm to get cereal.
"Hey it's easier to reach the cereal. Guess your body's good for something" Ben said.
"Ugh," Gwen said.
"Kids, focus. We're going to see Charmcaster. Be on your guard" Grandpa Max said.
"Don't worry Grandpa, Gwen's got her book and she doesn't have her bag" Ben said, eating cereal from the box.
"She could still try to take the book back, you know," Gwen said.
"We shouldn't underestimate her regardless" Max said. "No falling for her tricks no matter what you hear?" He added.
"Yes Grandpa" both of them said.
_
All 3 of them had arrived at the women's prison where they found out Charmcaster went to. For Gwen this wasn't bringing good memories as she was here while in Charmcaster's body. It dawned on her that she had been double body switching and hasn't been back in her own body in almost 2 days. It was infuriating.
Gwen had decided to change her clothes. She now wore a blue sweater Max gave her. Ben wore his old T shirt although it was quite baggy on Gwen's body.
They entered and went to the security chief who was a woman with a dark red ponytail and an officer uniform.
"Hello, we heard these were visiting hours. We'd like to see the newest recruit. Um…Charmcaster was her name" Max said.
The chief chewed her gum and looked over at the old man and the 2 kids with him.
"You sure you want them to be around a convicted felon?" The chief asked.
"We'll be fine," Max said.
The chief got out of her booth and escorted the 3 towards Charmcaster's cell. On the way they got looks from the other inmates, 2 of which Gwen recognized as the women who she "got acquainted with". She got nervous looking around at them and tried turning away. Max noticed and asked "you ok Gwen?'
"Y-yeah…it's just when I was Charmcaster I ended up here before and well it wasn't pleasant" she said.
"I'm sorry about that sweetheart. We'll fix this problem" Max said.
"What did they do, call you a 'new fish'"? Ben asked.
"Shut it dweeb" Gwen said.
The trio soon arrived at Charmcaster's cell. She sat on the prison bed with her long legs tucked against her chest.
Suddenly she heard the cell bare being knocked on.
"Hey princess, you got visitors" the guard said. She then walked away with the other guard nearby to make sure nothing happened.
She saw who they were and immediately became angry but then smiled a bit as she walked over to the bars.
"Well well, the little Tennysons decided to visit me. What's wrong? Can't even read my spellbook little Gwen?" She asked, teasing Gwen, although it was Ben she was actually talking to.
"Oh wait, I forgot, you haven't been yourselves as of late" Charmcaster said laughing as she turned to Gwen in Ben's body.
"Can it you witch" Gwen said. "I have a lot more power than you do right now and I'm sure I know how to use this book already" Gwen said with her hand glowing a bit.
"Heh, you aren't a pro just because you have my book. You're still an amate-wait…"
Charmcaster noticed right away something was off however.
"Wait a second…the boy's body doesn't have a magical aura" she said.
She looked between the 2 kids and saw that not only does Gwen as Ben have magic but the omnitrix, which she was trying to obtain with the body switch in the first place, was now on Gwen's body's wrist. She then figured it out.
"Ahahaha oh man, you really fumbled up didn't you" Charmcaster said.
"Well we were trying to swap bodies but we swapped….some other stuff instead" Gwen/Ben said.
"You idiots. You cast an aura transference spell. Now your bodies are spiritually like the others as well, so the boy brat's body got your little magical aura. Guess that little watch worked the same way" Charmcaster explained.
"Yeah, and we wouldn't even be here if we could fix this ourselves but we can't so you better start talking. How do we cast the body swap spell?" Gwen/Ben asked.
"If you came to me for that you're wasting your time. You need to find the right ingredients and I certainly don't have them right now. I'm sure you could read which ones you need, right?" Charmcaster asked as she crossed her arms.
Gwen blushed, making Ben's body's cheek red in embarrassment.
"Of course I can read them but we don't have them and you know where they are," Gwen said. In truth, some of the rune language in the book was hard to make out and would require more studying.
"You're a bad liar, you know that?" Charmcaster said.
Gwen glared at her angrily.
"Tell you what, you let me out of here and I'll help you" she said, surprising the trio.
"No way, you're almost as bad as some other goons I faced" Ben/Gwen said. "Why should we free you? So you can take my watch again?" Ben said protectively holding the omnitrix.
Charmcaster scoffed at Ben. "Don't get all defensive. I don't want that watch anymore. It's clearly more trouble than it's worth. I'm just a bird looking to flap her wings out of this dump. Just free me and give me back my bag and spellbook" she said.
"As if. What's to stop you from just running off if we give you your little magic toys back" Gwen asked.
"You don't trust me?" Charmcaster said teasing the 2 kids and old man with a pretend innocence act.
"You put us in 2 wooden cuffs on a boat like we were going to be executed. Who does that to 2 kids? You're just an awful person" Gwen said.
Charmcaster brushed off the blunt insult but she couldn't help feeling a bit hurt from that comment about being an awful person, especially coming from someone she had grown to dislike almost as much as her uncle.
"Fine, I guess if you really need a bargaining chip you can hold onto my book, but I need my bag back or no deal. I'll stay with you and help if I get that at least" Charmcaster said.
The three looked at each other and Gwen said "give us a minute" as she moved with Ben and Max to the corner to discuss the agreement.
"This is probably our only chance to get back to normal," Gwen said.
"She may try and pull something if we let our guard down, so stay alert kids" Max said.
"If she does, its hero time" Ben said, holding out his new blue colored omnitrix.
"Don't you mean hero-ine time?" Gwen laughed. Ben just gave her a raspberry.
The three walked over to the teenage sorceress' cell.
"Alright, we'll pay your bail Charmcaster and you'll stay in my care ... .but pull something and you're going back to prison" Max said.
"Heh, it's nice to see someone talking polite and with some backbone," Charmcaster said as she stared at the 3 tennysons, the 2 kids glaring at her.
Max went over and signed papers as well as lined money over from his bank account to pay Charmcaster's bail.
The guard opened the cell bars and Charmcaster walked out, purple tight clad legs swinging and hips swaying.
She walked over to Ben and Gwen and held out her hand.
"My bag please" Charmcaster said. Gwen/Ben removed the bag from the beltline on Ben's cargo pants and gave it to the sorceress which she strapped around her shoulder and onto her waist.
Ben/Gwen said "you try anything funny and it's on" to the teen girl.
"Ahaha, how cute" Charmcaster said, ruffling Gwen's body's hair. Ben couldn't help but feel a bit flustered from that action.
The 4 of them walked outside the station and proceeded towards the RV.
"So what ingredients do we need?" Gwen/Ben asked.
"Oh it's so hard to remember. Maybe if you gave me back my spellbook it'll come back to me" she said jokingly trying and succeeding in making the kids angry.
"Don't push it Charmcaster" Gwen said.
"Fine, fine, we can head to that market again and I'll show you what you need," Charmcaster said.
"So that's where they were from? Ben, why didn't you say anything?" Gwen said.
"Hey I didn't know 'you' weren't you at the time" he said.
—
As they got inside Charmcaster decided to look around in the back admiring the inside of the RV.
"Nice place you got here" she said.
"Don't get too comfy. You help us, then you're outta here" Ben said.
"Oh little…Ben was it? Is that anyway to treat a guest?" Charmcaster said smiling.
"You're a necessary part of getting our bodies back, that's all so save it" Gwen said.
"Come now, if you want me to help you sould at least make me feel welcome" she said teasingly, getting under their skin.
"Heh, maybe we should give her Grandpa's lunch" Ben/Gwen said. Gwen/Ben laughed along.
"What's so funny?" Charmcaster asked.
"Oh nothing," Gwen said.
The 4 of them began to drive off to the market. Ben in Gwen's body was sitting in the table area, curvy thighs (that seemed to be thicker) in tight capris pants clapped together, examining the omnitrix.
"Man Gwen's pants keep getting tighter…" Ben said, complaining and stretching the fabric of her pants behind him. He swore some of Gwen's butt became bigger and jigglier.
Ignoring it for now he returned his attention to the omnitrix. It now lay on Gwen's body's wrist and completely changed color. He flipped the omnitrix dial up and saw the silhouettes looked different, curvier. He could scroll through the aliens just like before. Nothing else seems to have changed although he did wonder if his aliens changed since he was in Gwen's body.
…Being Gwen certainly felt different. Her arms were skinnier but all over she felt tight, especially in the leg area and the small budding chest which Ben didn't seem to get the reason for yet. She felt prim and proper but also still like a kid. It didn't feel too off from his own body besides those factors.
He pondered everything as he ate chips and other junk food.
Across the RV, Gwen eyed her old body with the anger rising up seeing her consume junk food with no way to do anything about it.
"Getting upset?" Charmcaster asked as she scooted towards Gwen in Ben's body, her thigh brushing against Gwen/Ben's.
"N-no I'm just waiting until we fix this…" Gwen said, looking awkwardly at her body. Ben's thicker arms and baggy shirt and pants made everything feel loose but comfortable. Guys definitely had less maintenance issues. That weird thing in his pants though…why did guys have to have that and what is it? She was too afraid to look.
"It must feel quite awkward being a boy eh Gweny?" Charmcaster said laughing at the girl turned boy's expense.
"S-shut up, it's your fault" she said.
"Come now, you've already had 2 out of body experiences. Wasn't it fun being me? Being in a very pretty body with long legs" Charmcaster said, making Gwen blush. She did sort of enjoy being Charmcaster if not for the circumstances.
"I'd rather just get back to my own body" Gwen said. She then changed the subject and said "wait a second why am I even listening to you? What's your real goal here?" Gwen asked with Ben's voice.
"You still have my spellbook and I can't very well have that so, I'd like my end of the deal held" Charmcaster said.
"Yeah well, what's your whole deal to begin with? Why go after the charms of Bezel and Ben's watch? What do you want with all that power? To take over the world?" Gwen asked.
Charm's face frowned a bit as she said "you'll never understand. You're just a brat. I don't have to explain myself to you. The universal law of nature is survival of the fittest and with power is everything needed to be independent and almighty. And if it means I have to step on those along the way so be it. A novice like you could never grasp that.". Charmcaster then turned around facing forward and then right, with sudden glances behind her to make sure her bag wasn't taken.
Gwen was surprised by the sincerity in Charmcaster's voice. Right now there was nothing left to say so Gwen turned around and held the spellbook close to her person.
"Alright kids, we're here" Max said as they returned to the market area.
"Finally, now we can get back to our bodies" Ben said walking out. He had changed back into Gwen's old shirt as his old shirt was baggy on Gwen's body.
"Lead the way," Gwen said, sidestepping from the entrance.
"As you wish" Charmcaster said walking forward, her butt tight and hips shaking in her purple tights. For some reason Gwen was becoming flustered at this movement.
As they were walking towards the market area they suddenly heard screams.
From the left side of the market were the circus freaks terrorizing people for their money.
"Make sure ya grab it all" Acidbreath said as Frightwig held people up with her tentacle hair and dug through their pockets for their wallets.
"Heh, its pay day even if this is a simple job" Frightwig said.
"It's those circus freaks again" Max said.
"I got this Grandpa, it's hero time" Ben said as quickly he turned on his watch.
With a slam of the dial Ben….or rather Gwen transformed into an alien.
As the blueish light faded what was standing in Ben/Gwen's place was Xrl8….but with a different look.
She wore the same skintight bodysuit extending to her upper arms and going down to her thighs except it was navy blue with light blue sleeves and center area and the cat logo on the waist. The helmet was black like usual but the visor mask lens was shaped differently like a cat face pattern. She had a moderate set of breasts, thicker thighs, hips and waist, rounder butt and a long prehensile tail like usual, except with navy blue stripes instead of black. Her claws were thinner but still scissor-like. Finally her face was more feminine with a pair of thicker black lips and more narrowed female eyes and the usual lines going down across her eyes to the side of her face. The omnitrix symbol was in the middle of her chest.
Ben flipped the visor up and examined his, now her new body.
"Woah, Xlr8 looks different" Ben said, squishing her boobs and rubbing her thicker thighs and legs and waving her tail. Her voice was a lighter high pitched version of Ben's Xlr8 with the same clicking sound as she spoke.
"That's because it's me as XLR8 doofus ... and I don't look half bad," Gwen said admiring how she looked as Ben's alien.
"Heh, how unexpected. Bet you wish you were you now huh Gwen" Charmcaster asked, teasing the girl turned boy.
"Shut up…" Gwen said.
"Everything uh, alright Ben?" Max asked.
Ben as a female Xlr8 practiced his, now her speed by running around in circles racking up wind as she spun around. In Gwen's body it seemed things were pretty much the same save for the slight jiggle with her chest and butt after coming to a stop after running.
"Well, XLR8 is XLR8 even if it's a dweeb's version of it" Ben said rasberrying Gwen/Ben before running off.
"DOOFUS!" Shouted Gwen with Ben's voice.
"My my you 2 fight a lot" Charmcaster said. Gwen merely looked at her annoyed.
The circus freaks continued harassing people until a blue blur had come and whisked the people out of their hands and hair so to speak.
"Hey, what happened to the guy I was holding?" Thumbskull asked.
"There's your answer," Frightwig said.
The people had been swept to a safe distance by Gwen Xlr8. She then came and stood in front of the circus freaks.
"It's over freaks, you're going back to jail lickity split" she said waving her tail around with hands on her wider hips as her thicker legs clapped together standing on her wheeled feet.
"Hey, is that the kid with the watch? He looks different….and with girly hips?" Acidbreath pointed out.
"I don't care what he looks like. You're gettin' what's comin' to ya ya brat" Frightwig said as she threw her whip-like hair at Gwen xlr8.
In an instant she dodged, ran around and spun Frightwig around in a tornado and tied her up in her own hair as she fell to the floor.
"Aaaugh" she said. "You little, not again…" she said, getting tired of this weakness of hers.
Acidbreath was next as he blasted his toxic breath at Gwen Xlr8. She sensed it quickly and ran to another spot. Acidbreath tried again but each time he failed and was out of breath. Ben/Gwen quickly ran and knocked him out with a quick punch.
"Come on guys, you're making it too easy," Ben/Gwen Xlr8 said. She was surprised by how lithe she felt. Maybe there was some difference using Xlr8 as Gwen.
Too distracted to notice she failed to sense Thumbskull grab her in a hold around her waist.
"Gaah, get off me numbskull" she said.
"I got you now" he said, feeling the wriggling alien speedster in his grasp. Unconsciously he felt her butt on his thighs and above his arm hold he felt a pair of breasts.
"Wait a second, you're a girl?" He said poking Xlr8's boob. The feeling was quite sensitive for Ben to feel.
"S-stop that" she said. She quickly started vibrating herself and shook him off as she broke free. Putting one hand on the ground she posed in a track run pose as her thicc legs spread and tail rose up. Instantly she ran and repeatedly jabbed the giant bruiser multiple times. Even if he was strong, no one could take that many hits in succession. And so he was knocked to the ground and knocked out cold.
"Uuuugh, he was a girl?...uuugh" Thumbskull said in delirium.
Max, Gwen/Ben and Charmcaster all ran up after seeing Ben/Gwen's job well done.
"Way to go Ben" Max said.
"Of course he did a better job in my body," Gwen said.
"I hardly think it mattered," Charmcaster said snidely with Gwen frowning at that comment
Ben pulled his/her visor up.
"Oh yeah, who's bad, guy or girl I'm the baddest Ben around" he/she said posing as her boobs jiggled a bit.
"You're sure adjusting well" Gwen said, crossing her/Ben's body's arms.
"Aw give it a rest. I'd still rather be me you know" Ben/Gwen Xlr8 said. "But man, your Xlr8 is all rounder compared to mine" Ben said, feeling her own thicker thighs and boobs again.
"Girls mature faster than boys, it's a fact" Gwen said.
Suddenly the familiar sound of the omnitrix beeping was heard and Xlr8 turned back into Gwen.
Ben looked himself over. He was Gwen again.
"Kinda interested to see how my other aliens changed being you" Ben said.
"Glad you're getting some good taste in alien looks," Gwen said.
The police arrived and then took the circus freaks away, as usual.
"Well now that the freaks are taken care of, let's go buy those ingredients" Max said.
"Yeah…seeing how you look with the watch is making me want to take over your body instead Gwenny hehe" Charmcaster said.
"Watch it" Gwen said.
"You sure you're over the watch…?" Ben asked.
"Oh don't worry I'm over it" she said smiling to herself in a scheming way.