It was a really warm and calmed night of summer, perfect to take a rest on the RV after such a long and tiring day of fighting against the crime, and although our hero barely had energy (or desires) of moving, he was still going to stay up late, after all he thought it would be good idea to try to test with the Omnitrix as he has done on the past, but as he was about to do it he heard a familiar voice comming from the front of the RV
Grandpa: "Ben? What are you doing awake at these hours? You had a long day, if you don't rest well enough your body won't be able to work properly."
Ben: "Huh?... Oh I'm sorry Grandpa I just wanted to try something quick before going to sleep, Azmuth told me the more I use the watch the more feaures I would unlock so I wanted to try a little theory."
Ben said still teasing with his watch as he was trying to move the ring over the limit with a screwdriver when he realized it could move a bit farther
Ben: "Listen, I'll... go to sleep one I do something quick, okay?, Don't worry grandpa"
Grandpa: "Hmmmm okay Ben, if you say so... I'll go to the nearest store, we ran out of buns for the hamburgers tomorrow, don't wait me awake, I'll probably be late, just avoid waking Gwen up or destroying the RV, Alright?"
Ben: "You got it!"
Ben almost yelled covering his mouth to try not to wake his cousin up
Ben: "I mean... you got it grandpa..."
He says now whispering as Max leaves with a smile on his face leaving both kids alone
Ben: "Alright, where was I?..."
Once he made sure his grandpa left he continued on testing with his watch fully convinced Omnitrix had a lot more behind what it showed to the kid, so boosted by that curiosity and his desires for unlocking more aliens Ben keps forcing the watch to it's limits until he realized the ring was moving over the 10 levels it had!
Ben: "Holy Jesus!... could it be?"
Ben starts spinning the little ring passing from alien to alien... four arms... wildmutt... XRL8... Upgrade... Wildvine... but suddenly something new appeared, something that ben has never seen before... in between sparks and green little rays the Watch moved it self to a diferent level which made the boy think he has just unlocked a new alien, only that unlike all the other alien shades that appeared to indicate the desired transformation this one reassambled a symbol like an "i"
Ben: "Heh... I guess Azmuth wasn't lying to me after all, I guess it's TIME TO BE-... huh?..."
He was just about to test his new alien when suddenly the watch started making many weird sounds and glowing on a deep green light as at the same time it started releasing even more green sparks that started worrying the kind making him think he messed things up again
Ben: "Oh no... I don't think this is good..."
He tried to make one last effort on fixing his mistake by just spinning the ring back to it's original position, but barely he touched the watch a huge energy discharge passed through his body making him fall on the RV's ground with a headache
Ben: "Agh... W-What is going... on?..."
Ben said grabbing his gut in pain as his clothes started to desintegrate leaving the kid naked inside the RV struggling as his body started morphing into something weird
He first lost some weigth and every single pube hair he had leaving him with a soft pale skin and an ourglass shape that would make any girl jealous, then his arms legs started to become more feminine, changing into more delicate limbs with elongated fingers and some nice nails
Ben: "T-This was a mistake. . ."
Ben tried his best to touch his wrist to turn into a different alien to stop the pain but it was useless, he was forced to stay on fetal position as his body kept changing, continuing on he started to grow 2 heavy big double D breasts as at the same time his butt reached a size that made him look like a perfect 30 year old milf with a boy's head
Eventually the pain on his body disappeared leaving the kid... or better said... the woman... to have a minute to breath not even realizing of her own facial changes due the relief of not feeling that sharp pain anymore
Ben: "This was such a bad idea..."
A little tingle started to pass through the woman's head as it became little bit bigger, her hair started to grow up until it reached a perfect length, her eyes became a little bit bigger, changing from that green color to a light blue color as her nose got smaller and her mouth became a little big bigger, finally her adam's apple started to shrink in size making her take a soft and feminine voice
Ben: "This is... **-gasps-**AHHH!! WHAT'S WITH MY VOICE!"
Ben screamed in horror grabbing her neck with some tears on her eyes as she was finally starting to realize of all the changes her body passed through
Ben: "W-What... is this... me?..."
The sole image of watching such a beautiful female body made her blush and more interesting yet she started to grow a bonner as her organs were slowly adapting to the new shape, making space for a womb as her cock started to slowly shrink
Ben: "W-Wait! Please don't go!"
Ben says as she strucks her cock as fast as she can trying to save it as it slowly started to shrink along side her balls dissipated on a last sudden cum load finally turning her cock into a pussy with big soft lips and turning what used to be a kid into a beautiful woman of a perfect shape... Helen Parr...
Helen stands up with a hand on her head and another on her tits finally having a good point of view of her brand new busty body... her wonderful butt... her heavy tits... her soft skin... and her feminine voice. Almost hypnotined by this Helen starts stroking her knockers and rubbing her crotch trying to experiment with her body with a smile on her face not even realizing the watch desintegrating and leaving her sealed in that body forever
Helen: "This body... it's so... so AMAZING! hehehe... is this what being a woman feels like?... so dominant... so hot?... I think I can get used to this... I think I... want to stay like this... hehehe"
Slowly raising her excitement helen starts "exploring" her body until she inserte a finger inside her pussy making her release a moan
Helen: "MMMMMMHHH!... Gwen will be SOOO jealous... 😍"
Now completely drown in lust Helen sucks one boob as she keeps fingering herself, leaving a puddle of her own juices on the RV as she moans in esctasy not caring anymre if anyone would hear her... but if that wasn't the case she would have realized gwen was awaken looking at the sexy woman masturbating in front of her completely blushed and almost short of words, but even in that state she manages to keep herself strong and try to call her attention
Gwen: "B-Ben?. . . Is that you?. . ."
Upon hearing her cousin's voice Helen stops fingering herself and raises her head to look at the girl staring at her making them both share looks for about a few second before giving her a sweet lustly and almost motherly smile as she slowly gets her fingers covered in fem -um to her mouth, the idea of being whatched by her cousin made her feel even hotter so taking her slim hand out of her mouth now completely clean of fem-cum, she throws Gwen a soft moan, she then stands up and starts walking slowly towards gwen as she puts her wet hand on her face saying the next words...
Helen: "Darling. .
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