A change of face alt version

An alternate universe version of the Ben 10 episode "A change of face" and my take on what would happen if Ben and Gwen never did switch back to their original bodies. (This story may contain some mature things in it. By the way despite the subject this is NOT a Bwen pairing)

"Transfera Identica, Transfera Identica, TRANSFERA IDENTICA" shouted Charmcaster casting her body switching spell, preparing to switch with Gwen, who was currently in Ben's body as Cannonbolt. She launched a magic bubble at Cannonbolt trapping him.

"Urgh, Ben" Gwen as Cannonbolt said.

Ben in Gwen's body undid a rope that was tied to the mast of the ship they were on. He, or rather she, used it to swing around the mast and knock Charmcaster out of her bubble, taking her place.

"Out of the way" Ben said. The spell was about to work as both Ben and Gwen were coming closer to each other in the bubbles, however something went wrong and the spell destablizied. The bubbles popped and the 2 kids fell to the ground with a thud.

"Did it work" Ben asked, but when he looked down he was dreaded to see that he was still in Gwen's body. The bang of her red hair hanging held by her hairclip, her small dainty hands and thin arms, both were still what he saw as he moved them as his own.

"Nooo! I'm still Gwen" Ben said.

"And I'm still a big bowling ball alien dweeb, ugh" Gwen as Cannonbolt said looking down at her lethargic currently alien and male body.

Charmcaster was recovering as she got back up saying "uugh, you little punks. I will get that watch!"

"Don't bet on it" said Gwen Cannonbolt.

Ben looked at the rope he just had and had an idea. He turned to Gwen and said "Gwen heads up" as he tossed her the rope. Gwen got the hint and knew what to do. She went back into ball form and rolled towards Charmcaster holding it. Charmcaster flew backward but Cannonbolt rolled forward knocking over cannonball including one that knocked her on the head (somehow she didn't suffer a huge head injury). Losing her balance she was knocked down as Gwen Cannonbolt wrapped her in the rope and accidentally knocking her magic bag into the ocean.

"No!" Charmcaster shouted. Her bag and her spellbook were both lost in the ocean waves.

"Oh no" Ben and Gwen said. Charmcaster may have been subdued but they had lost the only means of returning to their own bodies.

Cannonbolt returned back to Ben (In Gwen's body's) side saddened.

Max got back up from Charmcaster knocking him out before and said "way to go Gwen".

As the omnitrix times out Cannonbolt returned back to Ben's normal human form..except Gwen's mind was still in his body.

"Thanks Grandpa…" Gwen said in Ben's voice sadly. She missed the sound of her own voice, but now she was stuck with this boy body of Ben's. The slightly muscular arms and torso and lack of curves. Not to mention that annoying thing between her legs.

Ben in Gwen's body looked at him-or rather her-self. He missed his old body and was stuck with the girl body of Gwen. He looked down at his new thin arms, thin chest with small growing twin lumps, waist in a form fitting blue shirt and white pants clinging to Gwen's developing curves, an empty feeling between his new legs, and his feet which were bare in Gwen's sneakers as she didn't wear socks. The biggest realization hit when he realized he didn't have the omnitrix anymore…Gwen did. Being Gwen sucked right now.

Charmcaster sat up as she laughed at their sad expressions.

"Hahaha, how quaint. You may have beaten me but you still lost the fight to get your own bodies back" she said.

Ben, as Gwen, turned around and grabbed Charmcaster by her collar saying in Gwen's voice "how do we cast that spell again!? Tell us!".

"You can't. I just used up the last of the ingredients. And since my spellbook and bag are gone you'll never find out how to change back. Enjoy being each other hehe" Charmcaster said laughing sadistically.

Ben, feeling frustration, used Gwen's hand and balled it into a fist as she punched Charmcaster in the face knocking her out. He didn't realize Gwen had so much strength.

"Ben…" said Max.

"You ok Ben" Gwen asked with Ben's voice.

"...Yeah…I'll be fine. Didn't realize you got a mean right hook" Ben said with Gwen's voice.

"2 years of jujitsu classes" Gwen said.

"Well I suppose we should get going kids. We'll figure out what to do about your situation later" Max said as they left Charmcaster for the cops.

Returning to the RV Ben and Gwen in each other's bodies sulked over their new looks. Ben in particular feeling downtrodden.

They went in and sat down. Ben, feeling more emotional than he ever did, walked over to a seat and sat with Gwen's legs tucked against her chest, saddened. Gwen as Ben noticed and said "hey, you ok Ben"?

"Yeah it's just well…I don't have the omnitrix anymore, and I'm not even a boy anymore" he said.

"Guess you got what you wanted though Gwen. You have the omnitrix now" he added in Gwen's voice.

"Hey hey come on dweeb..I didn't want this. Not exactly fun for me being a boy either" Gwen said.

Ben looked at her with Gwen's green bright eyes.

"How are we gonna, you know, tell our parents? Are we gonna have to live each others lives?" Ben asked.

"Maybe it's better to not tell them for now…. they'll probably freak out" Gwen said.

"This was supposed to be a normal summer vacation, but here we are body swapped mixed up with aliens and magic" Ben said. He didnt know why but he felt sadder than any other time when he was a boy. He suddenly started crying as tears came from Gwen's eyes. What was wrong with him? He was never this emotional.

"Ben….come on don't cry" Gwen said moving Ben's own body's arm over her original body's shoulders.

"I….I don't know what's wrong with me…we switched bodies and since becoming you I just want to burst out how I'm feeling. I feel like such a dweeb. What if we never change back and I'll be stuck living your life as a girl forever" Ben said sobbing in Gwen's voice, tears streaming down his, now Gwen's, face.

"Well…that's probably the female hormones affecting your brain chemistry. You are in a girl's body after all" Gwen said. "And hey, it's not that bad doofus, being me won't be that bad. Heck I probably feel worse being you haha" she added.

Ben wiped his-now her tears away and looked at Gwen's, or rather his own face giving a comforting smile. Ben couldn't help but smile himself as Gwen helped him recover. He looked down at Gwen's white capri tight pants as his legs were tucked up against him. He/now-she sees her almost hairless arms and long fingernails.

"Well, I guess I can get used to being a girl for a bit, at least until we find a way to redo that spell," Ben said. He hugged his own body as Gwen hugged her own body back.

"Yeah…hopefully we will go back to how we were. Until then we have to learn to be each other"

Max came in and saw the two cousins hug in comfort. He smiled as he said "don't worry kids, we'll work through this together".

*Later that night*

Ben took off Gwen's shoes, revealing her bare feet. He also noticed how curvy Gwen was as her pants hugged her growing figure. The strangest feeling that he couldn't shake was the glaring emptiness between his,now her legs. That part he was very shy to explore and blushed fighting the thought of it. He couldn't do that to Gwen. It's a private area and he knew he wasn't old enough to look there..but being in this situation was confusing. He'd have to take off Gwen's pants and shower Gwen's body at some point since it was now his.

"Hey doofus, where are your socks? My feet are cold" Ben said, wiggling Gwen's toes.

"Pff, I didn't bring any socks dweeb. It's summer vacation. Most of the time you're gonna want to be barefoot" Gwen said as she sat and fiddled with the omnitrix.

"Are you kidding me? Ugh this sucks" Ben said. He then looked at what Gwen was doing and said "HEY, don't mess with the watch, it's mine you know".

"Yeah..WAS yours. Can't help it if it's stuck on *my* wrist" Gwen said in Ben's voice. "I've seen you use it enough times to get the hang of it I'm sure" she said. As she was sitting she couldn't help but notice that weird thing between Ben's legs brushing up on his right thigh. She sometimes blushed because she could always feel what that was but never looked. Everytime she thought about it, that thing became harder. She wanted to look but didn't think she should, even though it felt good when that thing became hard.

"By the way, if someone calls you she or her try and get used to it" Gwen said looking up at Ben in her own body at her own face.

"Whatever, I'm gonna go play Sumo Slammers" Ben said. As he walked his hips swayed showing Gwen's tight butt. Gwen was sort of mature for her age thinking about it. She grew more bottom-heavy than top. She then went to the cupboard and got some Oreos. Gwen realized this and got up putting her hands on her hips, making Ben's body looking girly in pose

"Just what do you think you're doing, dweeb" she said. Ben froze as she stared at him sternly holding the oreos.

"Uh…gonna eat something"? He said.

"You aren't going to stuff *my* body full of that junk food. I'll get fat. Plus don't even think about eating meat because I'm a vegetarian" she said.

Ben smirked at realizing he could get to Gwen this way.

"Oh I'm sorry, but it's *my* body now, and I'll eat as much as i want and what i want" he said stuffing his face full of oreos, getting chocolate cookie crumbs on Gwen's mouth.

"Aaaaah, my perfect figure! You're ruining it!" Gwen shouted.

"You mean *my* perfect figure" Ben said rubbing Gwen's body's bare stomach. "Mmm chocolate creamy goodness" he said.

Gwen watched in horror as Ben in her body kept eating unhealthy food.

"You're gonna pay dweeb!" Gwen said.

"Pff yeah right" Ben said walking away with the oreos. He sat down in his room in the RV casually lying down,eating oreos and spreading his new girl legs as he looked at Gwen's bare feet and toes while resting his head on the couch pillow. He actually liked the thought of being Gwen a bit more. She was taller by a few inches, and he actually felt her body was lean and athletic. He did remember how he easily dodged one of Charmcaster's assaults with Gwen's high jumping ability. The only thing that would make this better is if he, being Gwen, had the omnitrix. Sad as it was losing the omnitrix, he couldn't have the best of both worlds he supposed. However it was also nice being Gwen as he began feeling turned on by being a girl, not that he was falling for Gwen but that he was falling for a girl's body.

He then felt something tight on his butt. Pulling it he saw that it was Gwen's panties. He blushed realizing he touched them. It would be quite awkward changing clothes as well, he realized.

Meanwhile Gwen was still looking at the omnitrix. The green of the watch dial glowed in her face. She had already experienced being an alien, a male one at that, and admitted it was quite a strange feeling. She had the device Ben used for his heroics in her hands now, so to speak. She'd have to get used to the strange feelings of being an alien and a boy from now on.

Besides that however, looking at Ben's clothes she saw that everything he had was baggy. Didn't this dweeb have anything that actually fit well? She also felt weaker since Ben wasn't known for being that athletic, only really succeeding with the omnitrix. Not to mention that alien feeling of hair everywhere on her current body. There was hair on her arms growing although not that much due to Ben's age. She also noticed she didn't smell as clean as she wanted to. Why did boys have to be so filthy?

"Uuuugh I want to go back to my own body so much" Gwen said, complaining. She sat down feeling Ben's baggy cargo pants on her male legs and butt. She then stared at the omnitrix. If there was one good thing about this it was getting to use that.

She pressed the button she saw Ben press a hundred times. The dial flipped up and the hourglass changed into a diamond with a silhouette on it. She felt excited as she pressed down the button. The absolutely marvelous feeling of shapeshifting came over her. She had transformed and gained a new point of view. Everything was much bigger…she realized she had turned into Ben's smallest alien Grey Matter. She looked down at her male alien body and saw the white jumpsuit covering her, as well as feeling the omnitrix symbol on her back and her, or Ben's, small bare frog toes touching the floor. Of course the body was still male.

"Aww not this little guy i wanted to be a big girl alien…but this one is pretty darn smart" she said in grey matter's voice. Calculations ran through her mind. This alien was so smart she was surprised Ben didn't like using it so much, but figured he never liked thinking things through anyway.

"Hehe this is great, I'm so smart now" Gwen said. She ran over and climbed a table, getting used to the alien body. She grabbed some paper and began writing down some calculations holding a pencil with two hands. With Grey matter's brains she deduced how to create new things. The first was a theoretical gender bend ray to modify her and Ben's bodies to suit their current hosts, but she lacked the materials to do so. The second involved using the omnitrix itself to somehow fix this problem. In the meantime she did the next best thing she could right now.

It was time to go to sleep and Ben was full and bloated on the couch. Gwen's belly lay out slightly bigger and rounder from Ben stuffing himself while in Gwen's body. He burped and proceeded to get up. "Oooh man..why do i feel so hungry as Gwen" he said, laying Gwen's bare feet on the floor as he scratched himself. He realized that it was time to go to bed but now he had to change clothes, which he was nervous about.

He saw Grandpa Max was asleep and looked to his right to see him original body as Grey matter.

"Gwen?" Ben asked, walking up to the small alien, towering over his cousin. "What are you doing?" He asked.

"Hey Ben guess what, i figured out how to remove the limiter on the omnitrix" Gwen said in Ben's tiny grey matter voice.

Ben was shocked as his, or rather Gwen's eyes shot open realized what she said. "What?" He said, trying to whisper. "H-how"? He said putting his hands down on the table to lean to Gwen's level.

"Was pretty simple really if you actually know how to use Grey Matter" she said poking her noggin. "I've been Grey Matter for hours hehe".

"Aww man this is the worst. I could have thought of that" Ben said. For Ben it seemed the worst of both worlds was on him. He was stuck as a girl and his cousin, and his cousin now had a powered up omnitrix.

"Well what are you waiting for, change back" Ben said.

"No way, I'm gonna stay like this all night. I actually find comfort in being small" Gwen said.

"This is the worst," Ben said. He then proceeded to go and rummage through his own boy clothes and find a spare white T shirt with the black stripe on it.

"I'm going to bed in *my* clothes" Ben said. He started taking off Gwen's blue shirt.

"HEY, what are you doing dweeb! You aren't allowed to look at my body like that" Gwen/Grey Matter said.

Closing his eyes and opening them he saw Gwen's small training bra. Thank goodness he didn't see anything he shouldn't. "Hey, I kinda don't have a choice but to take off your clothes if I want to change. Besides you got this…thing on so I'm good" Ben said. He took off Gwen's shirt and put on his own shirt. He then took off Gwen's pants revealing Gwen's bare legs to go with her bare feet and panties.

"Beeen!" Gwen said. She used the mini master control she had to change back into human form and looked angry.

"Relax dweeb, I'm not looking anywhere I shouldn't," Ben said. He then walked over back to his room and went to sleep. It was strange sleeping as a girl he had to admit but it felt mostly the same anyway.

Gwen supposed she should get some shuteye too. The omnitrix was red from being active all night. Removing the limiter didn't take away the power drain. It would probably take a while to recharge now. She took off Ben's pants, still blushing over that hard thing between his legs but keeping his boxers on. She went to her own room and went to sleep, hoping tomorrow she could use grey matter to find more clues on what to do for both her and Ben.