A Losing Bet

Hello all, here's a fanfiction for the show Ben10. I feel like I should warn you that this story contains the following, besides the usual stuff: Size stealing, magic, and alien transformations.

Enjoy :)

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You know, there's a certain kind of silence that only exists at sunrise, when the world's still shaking off the last bits of sleep. It's both peaceful and haunting. You'd think that going on a cross-country trip to fight aliens and other monsters would be hectic and chaotic as all hells, you'd be right most times. But As I lean against the hood of the Rustbucket, and watch with interest the morning sun climbing over the hills like it had nowhere better to be, this type of quiet, I wouldn't find it in anywhere else, and I trust me, I've been all around the universe and even beyond.

"Heh, look at me being all melancholic and philosophical... " I mumble under my breath with a sigh. I can hear Grandpa Max clanging around inside the van, looks like he's awake. Probably going to cook us something both unholy and delicious for breakfast. Gwen is sitting cross-legged nearby, her nose buried in a book like always. She's wearing a white T-shirt with some rock band logo on it's front, probably one of Kevin's, and a short summer skirt, one of those with random, colorful designs on them. When I look at her, me and grandpa Max, I can't help but get this feeling of nostalgia. Eighteen years old and not much has changed... Except everything did change.

We're older now. College-bound. Adults, one might say. But something about this trip has been gnawing at me since we left Bellwood two weeks ago. It was supposed to be a final farewell to our childhood, a way to say goodbye to the cross-country chaos we used to live for. The kind of summer vacation where aliens show up, lasers fly, and Gwen and I bicker like it was a competitive sport. So far, though? It had been... normal. Too normal.

"Miss the action?" Gwen asks, not looking up from her book.

I give her a sideways glance. "You're a telepath now?"

"No, you just sigh a lot." she flatly replies.

She's not wrong. I do miss it, the unpredictability, the adrenaline, the way the Omnitrix would glow and my pulse would race. Don't get me wrong, I am grateful for the peace. But there's something about peace that makes you realize how much you've gotten used to chaos.

"I guess I do... Don't you?" I ask back, leaning on my side to face her.

She scoffs. "God, no. I much prefer enjoying a normal, teenager's life without all that ruckus."

"Are you suuuuuuuure?" I rest my chin on my hands as I eye her, waiting for her answer.

Gwen tears her eyes from her book and locks them with mine for a second. She seems to think about her answer for a brief moment before rolling her eyes. "Well, maybe a little bit." She finally says as she closes her book. She gives me a cheeky grin. "What? Did you think I actually liked getting into fights with you, you big goof?" She adds as she gets up and gets closer, leaning against the van beside me.

I grin back. "Honestly? Yes." I laugh and so does Gwen.

She pulls a lock of her hair behind her ear before she playfully pushes my shoulder away. "What do you think Grandpa is going to make us today?"

I shrug my shoulders. "No idea, but I feel like having something sweet right now."

"Yeah? Why am I not even surprised..." She rolls her eyes as she sees me reach out for the Omnitrix on my left wrist.

"A nice smoothie should quench my morning sweet craving..." I grin as I quickly flip through my roster. "Wanna tag along?" I ask as I lock onto the figure I was looking for.

"I don't know... grandpa-"

"-Is going to be fiiiiiiiine." I cut her then slap my watch. Instantly, a wave of green energy surges through me, crawling over my skin like fire and lightning all at once. My body shivers and snaps, muscles reshaping, bones compressing and elongating. My feet stretch and twist backwards into sharp, talon-like claws that click as they meet the ground. My spine elongates and my tailbone becomes a tail.

A helmet slides over my face like liquid steel, forming a sleek aerodynamic shell, my eyes glowing a bright neon blue behind the black visor. I could feel the world beginning to slow down around me. Or maybe I'm just moving faster.

"XLR8!!" I shout with glee.

I extend a hand to Gwen. "C'mon, Gwen. We'll be back in a flash." I joke.

She hesitates for a second then grabs my hand. "Grandpa Max, we're going to town for a bi-iiiiiiiIIIIII-!!!!!" Before she could finish her sentence, we bolt off towards the nearby town. Gwen yelps as she grabs on for dear life as we shoot through the desert like a speeding comet.

"Ya-hoooooooooooo!" I yell. "Feels great, doesn't it?"

She gives a short chuckle, trying to mask her obvious fear of this sort of trip, "Yeah! Sure...!" she lies.

"Ha! Don't worry, Gwen." I tell her with confidence. "I'll go slowly for you." I push myself forward as we approach a busy road, Gwen tightens her hold around my shoulders.

The world is a blur, colors and shapes just flashing by as I run across the land, faster than the eye can see. The road beneath my feet seems to warp and buckle, cars appear out of nowhere, like bugs suddenly flashing under your car's high beam, then disappear behind us.

And just like that, within maybe a couple of minutes or so, we're here. A small place with maybe a couple thousand people. Gwen and I stop just in front of the first shop. "How was that, slow enough for you?" I tease, and Gwen almost falls over. I catch her just before she does, a smug smile plastered over my face.

She gives me an angry glance and slaps me playfully across my arm, I laugh in return.

"Ooookay, that was fun and all... But let's never do that again." She retorts as she fixes her fiery hair and her shirt, making sure to put the rest of her dignity back together. "That wasn't the best of my decisions..."

I laugh again as I retract my helmet and turn back into myself. "You don't know how to have fun is all, dork." I playfully shoot as I wave to the astonished bystanders that just saw me turn from a tall lizard like thing to a handsome young man. "Want me to get you something? My treat." I say as I push the glass door of the fast food place and enter.

"Well, in that case, how could I refuse."

We walk up the counter and a short chubby guy with square glasses takes our order. "Welcome to Mr. Smoothy, what can I get you." He says with a dead tone to his voice. He looks like he doesn't even want to be there... I can't say I don't relate to him right now, though.

I take a glance at the menu to make sure my order hadn't changed in the last five years or so, it hadn't. "Can I get an orange mango smoothie and a green one." I say to the cashier as I give him the money for both drinks. "Oh, and can I have one of these too?" I ask, pointing to one of the new special smoothies they have, it looks like blueberry-cherry.

"Sure." He says as he rings it all up and gets to making them.

Gwen and I step off to the side as we wait for our order, there are not that many people inside. Maybe half a dozen at most. We pick a boot and sit down across one another. "So, been pretty quiet lately, think something is up in the shadows?" I inquire, half in an attempt to make small talk, half out of concern.

Gwen shrugs her shoulders and smiles. "No clue, but it doesn't really matter, does it? If we get a peaceful summer great, if not we'll handle it like we always do."

I bite my cheek in response. "I guess... I don't know. I guess I was hoping that this trip would be like old times, you know?" I let out with a sigh, staring down at my wristwatch.

Gwen rests her head against her fist, and I could swear she just rolled her eyes. "Look, you already saved the world plenty of times. I'm sure you'll save it plenty more in the future. But even heros take breaks."

~Plack~

The waiter drops the plater with our order on our table. "Thanks for choosing Mr.Smoothy, we hope you come back for more..." He says, again with that dead voice. He doesn't even bother to apologize before leaving.

Gwen grabs her smoothie and takes a sip then hums in approval, clearly enjoying it. "Plus..." She starts, leaning over the table between us, her voice dropping an octave, low, sultry and almost sensual. "... If you want nostalgia, we can always have one of our bets..." She says with a knowing smirk, wiggling her brows.

My eyes widen. I reach out and grab my smoothie to take a sip as I already feel my throat dry up. "You don't mean...That... Right?" I stammer, not even daring saying the words.

Gwen simply leans back in her seat and slowly nods as her smirk grows into a ear to ear, predatory grin. "It's been a while since we've play that game, huh? Who knows, maybe you'll win this time." She taunts as she locks eyes with me and takes another sip, this time, slow and with a little too much exaggeration.

I gulp as my face heats up and I have to turn away in order not to let her notice my red cheeks. I scratch my cheek and awkwardly clear my throat. "Yeah...I, uh, I don't know. I think... We should maybe... Like... Wh-what about Kevin?" Yes, Kevin! I exclaim in my head.

"What about him?" She says flatly, but the smile is still plastered on her lips.

I blink in disbelief. "Won't this... Upset him... If he finds out?"

She looks at me, her head cocked slightly to the side, her lips curled up in an amused, condescending smirk, the kind of smirk she'd always give me whenever she would win one of our bets. "You think that Kevin is jealous of you and me?" She chuckles.

"W-well..." I stammer, looking for something to say. I nervously bite the inside of my cheek and scratch the back of my head. "I mean, maybe... "

She scoffs then takes another sip. "If you really think that, then he better not find out, right?" She slowly wipes the corner of her mouth with her thumb then sucks on it. "But that'll have to wait for now, I wanna take a look at an antic book shop in this town, heard they have super old and interesting books and grimoires." She says, her tone completely shifting from the low, sensual one she was using just now to a more casual and normal, I guess, voice.

I blink twice and we both spend the next few minutes enjoying our drinks in silence.

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~A few minutes later.~

"So, what's this book got that the pile you already have don't?" I inquire as we walk side by side to this bookshop Gwen mentioned.

She grins and closes her eyes. "Oh you'll see... If the book is still available, that is." She simply says, a hint of eagerness in her voice.

I give her a suspicious glance. "What's that supposed to mean?" I ask as I scratch the back of my head, confused.

We enter the store. The bell above the door rings as we step inside. The place is filled with dust and it smells of old paper, mothballs and something else I couldn't quite make out. I can't say it's the most pleasant scent, but I'm sure my mom would say it's not so different from how my room smells usually.

"Hello." Gwen greets what I assume to be the owner of the shop.

The old man behind the counter greets us back, a thick cigar stuck in between his yellow teeth, he seems like he hasn't seen a single customer in years. "Welcome." He says as he blows a puff of smoke into the air, creating a haze inside the already dusty store.

"Good morning." Gwen exclaims as we get closer to the counter. "I'm a bit of an old books enthusiast and I was wondering if you happened to have a book with a red leather cover? It has a weird symbol on the front page. Do you know what I'm talking about?"

"You're more than just a bit-ARGH!" I poke at her before she replies by stepping on my foot on purpose.

The old man takes his cigar from his mouth between his fingers and stares at Gwen, not even blinking once, for what feels like a solid minute before he finally speaks. "I do." He simply states. "It's pretty rare and expensive though." He adds as he taps the ash off his cigar.

Gwen doesn't even hesitate. "How much?"

The man narrows his eyes then says. "Two grands." His delivery makes me think that he is more so testing how much he can rip off than actually giving the real price of the damned thing.

"I'll take it, can you show it to me, please?" Again, no hesitation. She simply reaches into her bag and pulls out a stack of bills and wags it a few times.

The owner of the shop smiles, displaying his yellowed and crooked teeth. "Of course, ma'am. I'll bring it right away." He gets up from his seat with a groan and hobbles his way to the back room, mumbling under his breath.

"Soooo... That was an interesting interaction..." I say in a low tone as I scratch my cheek, glancing at Gwen. "What is it that you're looking for anyway?"

Gwen doesn't reply right away, instead, she turns around with a predatory grin and slowly steps towards me. I raise an eyebrow to that and slowly step back as she does. "Gwen?... Wh-what's up...?" He back off until my back hits one of the old furniture. "Wh-why are you looking at me like that?"

She lets out a soft, sultry chuckle and sets a hand on the wall behind me, pinning me there. "Like what?" She purrs

I can feel my cheeks flush and my hearts racing, she has come this close to me, with this demeanor since... I don't know, years! "L-like a snack...?"

Her smiles widens and she leans in. "That's because you're about to be just that."

I gulp and instinctively close my eyes as I feel her breath against my skin. Oh, boy. Oh, boy, oh, boy, oh, boy, oh, boy...

"Ah, you two still around?" The old man's voice suddenly cuts in.

Gwen pulls away from me and I don't know if I should be relieved or pissed that he came in at that moment. She turns around, a bright smile on her lips. "Yes, sorry. We got lost in conversation."

The old man huffs out a scoff as he walks up to us. "Here. This what you're looking for?"

Gwen quickly takes it and immediately starts leafing through it, checking if everything is there. Her lips part to show her pretty, white teeth as she grins. "Yes, this is the book alright." She says as she sets wad of cash down on the table.

"Pleasure doing business with you, lady." The man says as he runs his fingers through the bills, counting them. "Aight, make sure to tell your friends about the shop."

"Will do." Gwen shoots back before she gives me a nod and starts walk towards the exit.

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As we walk back to the Rustbucket, I glance over at Gwen every now and then. She didn't waste any time, as soon as we were out of that shop, she started flipping through the pages, not much for reading but more so as if she was looking for something specific. "Are you finally going to tell me what you're looking for in that book?" I ask after the hundredth glance.

Gwen doesn't answer right away, instead, she stops on a specific page and smiles. "Finally found it..." She mutters to herself.

"Found what...?" I inquire with a raised brow.

She chuckles and grins ear to ear. Again, no real answer. She looks left and right, then points at a dark alley across from us. "There! Come, I'll show you." She chimes before sauntering there.

"You can't be serious..." I sigh as I half heartedly follow behind her.

Once we're in alley, Gwen whispers something under her breath, I can't make out what she said and I don't even have time to as once more, she gives me that look that makes my stomach churn and my knees buckle.

"What are you-?" She presses a finger against my lips and hushes me.

She curls a strand of beautifully orange hair around her ear and and leans in to whisper in my ear. "Told you we'd play that game, didn't I?" Her voice the same she had at Mr. Smoothy's, low, almost husky, sexy.

"H-here??!" I blurt out as she runs a finger down my chest. "P-people could see us!!"

"Then you better not make any loud noise." She blows in my ear and it instantly goes red. The finger on my chest slowly glides down to my belt, deftly undoing it before then unbuttoning my pants and letting them drop wound my ankles.

"G-Gwen..." I mumble as my heart races, not because it's my first time with a girl in this situation, quite the opposite, it's like my body is remembering this scenario and bracing for what's next.

She bites her lip as she grabs the hem of my boxers and pulls them down in one swift motion. My cock springs up, already half erect, throbbing and leaking precum. She leans back to have a better look at it before taking it in her hand and giving it a slow stroke. "Wow, not bad at all, Ben." She teases with a chuckle. "I mean, not as big as Kevin's but still, I can see Julie enjoy herself with this." My dick gives a throb when she says this, almost as if it acknowledged the compliment.

I groan softly as she continues jerking me for a few more seconds, getting me fully hard. "There you go, how much is that? Six, seven inches?"

"S-six..." I mutter a little embarrassed.

She lets out a soft scoff then lets go of Ben junior. She licks her lips and slowly pulls down her skirt. My heart is pounding, ringing in my ears as I watch with shameful eagerness as she teasingly reveals herself. First, a small patch of red hair. Then, as her skirt descends further, my eyes widen and my cheeks flush as I see it, the base of her python, thick and veiny, just like I remember it, maybe a bit more actually.

Her lips stretch into a deviant, evil smile as she notices my reaction. She lets go of the skirt and lets it fall at her feet and completely unveils herself. My jaw drops as I lay my eyes on that thing, it must be close to ten inches long and it's pretty girthy too! A little less than a can of coke, but still, enough to make me gulp loudly. Not to mention the two baseball ball sized cum factories dangling under it.

She steps out of her skirt, and with a flick of her wrist, a pink energy beam stretches from her hand down to the piece of clothing and picks it up, holding it hovering in the air. "Well..." She looks down at her cock, then back at mine. "Looks like I'm still bigger than you after all..." She purrs as she starts stroking her own beastly length with one hand.

"You're... Huge..." I gasp as I stare at it in disbelief.

She giggles and places both hands on her hips. Her shaft stands erect between us, the tip almost touching my stomach as she pulls me close and leans into my ear. "I've missed having you under me so much." She purrs as she presses the length against my own and starts grinding them together.

I bite back a moan as my cock starts twitching and leaking precum all over hers. "Gwen..." I mumble her name as my knees start shaking and my whole body feels hot.

Gwen chuckles and grabs both our shafts in her hands, pressing them together as she jerks us off at the same time. "Feels good, doesn't it?" She asks. "It's been so long since I had some fun with you like that." She whispers in my ear and I can hear the smile in her voice.

My hips start bucking on their own, wanting more and more friction between our cocks. My eyes roll into the back of my head as I lean against the wall and let Gwen have her way with me. I can feel her breath against my neck, her lips brushing against my skin. I want more. I want more of her touch, of her lips, of her everything.

"You wanna cum?" She asks in a sultry tone, her lips right by my ear. I nod weakly, my mind too clouded with pleasure to formulate words. "Remember what it means when that happens, right?"

Fuck! Why does it have to feel this good?! If losing means I get to enjoy this moment then I don't care. I close my eyes in shame and nod again.

She chuckles and bites my earlobe before speeding up her strokes, pumping my dick faster and faster, making it harder for me to hold back. I can feel something building up inside me, like a volcano getting ready to erupt, I'm so close.