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Ben was feeling inspired, a stroke of genius guiding his hands as he worked his Omnitrix, knowing he was close to unlocking the fullest potential of his-

"You know this is a stupid idea right? You're fiddling with one of the strongest weapons in the universe... with a screwdriver. Could you at least give it your full attention instead of watching the tv?"

"Quiet geek, I'm experimenting! Didn't one of your science guys do something similar with a screwdriver?"

"Yeah and he died a horrific death over a few months of-"

Ben didn't want to listen to more of his cousin's whining. He was doing cool science stuff with the Omnitrix, hoping he could unlock more aliens just off visuals. He knew in theory it had all that alien DNA stuff in there so he just had to jailbreak it somehow. He didn't know how to do it but he figured messing around couldn't hurt since it didn't seem to be phased by magma or any of his crazier alien shenanigans. As far as he saw it was all reward and no risk.

"In other news today the Teen Titans were spotted in-"

He upped the volume, hoping it'd drown out whatever annoying crap Gwen was trying to preach, though the sight of Starfire on screen certainly proved to be more of a distraction than he should have allowed. Without meaning to he jabbed the flathead a bit too hard into the crevice between the rotating segments, cheering at the sights of public heroes on screen as a rough jab partially dislodged his Omnitrix's central spinner. The first sign of something wrong came from a red light that beamed out the screen, components scanning as they logged everything in the room, including the image of the Tamaranean fighter onscreen as the Omnitrix began to spin and buzz rapidly.

"Uh Gwen I think I-"

Looking back she had already bolted from the room the moment the scan started, Ben unable to say much of anything before green lightning shot from the device as he yelped, the central hub slowly righting itself before dying back down.

"So did you die?"

"I'M FINE FREAK! NO THANKS TO Y-ooh~..."

There was still a really fierce buzz in his left arm where the green lightning had shot out, a few darker marks on his pale left arm and he felt unusually warm, the air having an ionized smell to it like burnt copper but as far as he was aware he was fine. The buzz around his wrist though had that feeling of muscle falling asleep, Ben unaware of the tan streaks spreading out from under the Omnitrix. Gwen just sighed, shaking her head.

"I did warn you multiple times that you were being stupid. Just be thankful grandpa isn't here or he'd be chewing you out for almost blowing up the R... uh, Ben?"

She had a worried look on her face, though Ben was too jittery to notice. His muscles kept doing that weird falling asleep thing, numbing buzzes rolling over his skin as he shifted back and forth, trying not to make any weird noises. It didn't feel bad, just weird, his left hand shaking a bit as the orange color spread over his fingers, each one lengthening with a near silent pop as his sweaty palm smoothened to an absurdly silky sheen.

"Ben? Your uh-"

Crud it was like ants were crawling all over him as he shifted from foot to foot. What was this feeling? It was like a bunch of small zaps all over, all of them building to a general warmth as he began breathing heavier. Had his shirt always felt so rough against his skin? His nipples were starting to chafe and the zaps kept targeting them, his lip quivering a little at the repeated feeling, his brow furrowing as it almost started to feel kind of good? Ooh yeah the way they were rubbing against his shirt was going from painful to a kind of tender, warm-

"BEN!"

He had forgotten Gwen was even there for a second, not really in the mood for another lecture from her. He was sure whatever she had to say he wouldn't be interested in it at a-

"Your hair's turning red! And I think it's getting longer..."

Huh? He gave his scalp a quick swipe, immediately noticing two uh, whatever that term was for the forehead stuff, growing against gravity, two strands snaking into view. They were half his usual brown, but the other half was a bright red, the color sparking some kind of memory, but his brain wasn't really in a position to think much. All those sparks were running over his smoothing skin, his muscles kept tingling numb and it all was getting more and more sensitive by the second as he watched the tendril slip down to chin length, the red swallowing all the brown as it felt far less greasy and a lot more like, well, Gwen's hair the one time they fought and he had yanked on it.

"This, this can't b-heee~ huh my hand is..."

Adding to the surrealness, the hand holding his growing hair stalk was now visibly growing, the nails rising past the tips of his slender fingers, Ben rubbing his fingers together as prickles turned the skin orange. He could feel just how smooth it was getting, and as the orange spread up his wrist and onto his arm he could feel the numbness turning to a pulsing stretch as they elongated.

"Oh crap oh crap what the heck's happening to meee~? Ahhh~ G-Gwen I don't know what's going ahhhhn~!"

He expected her to join in with his panicking but she seemed more annoyed than confused as she rolled her eyes. What did she know? Why was she making a face that screamed she thought he was an idiot?

"Clearly your previous fiddling with your freaking DNA TRANSFORMATION WATCH is doing something to your body! Have you even looked at your Omnitrix?"

"Oh... gooohd call."

He didn't even have any snark, the cause really obvious now that she had pointed it out as he tried to rotate the central module to access another form or see if he could stop whatever it was doing, only to find it was jammed. In his attempts to unjam it he accidentally pushed down a bit on the top, not ready for the sudden-

"GYAAAAAAAAHH AHHHHN AHHHHHH~ NOOOO!"

There was no hiding the moans that came out, the slight press instantly shoving an equivalent amount of his junk inside as he jumped up, eyes twitching as the Omnitrix's energy colored his sclera green, his height jumping up half a foot as he pawed at his crotch. So many things had happened all at once, Ben left panting and drooling from the feeling of his groin's push, a hint of midriff peeking out of his usually oversized black and white shirt that now was flush against his body. This made his now clearly erect nipples stand out as the tingles running through him caused a series of confused moans to trickle out.

"Ben, what just happened? You made a really weird noise and your hair suddenly burst out."

There was no way he was about to explain what he had just felt, though it wasn't like he could talk much, the pleasure of whatever was happening keeping his jaw clenched tight to try not to make it obvious to his cousin how he was basically on the verge of creaming his pants. And he had been so focused on the more attention grabbing change he had missed his hair's growth, the weight of it rubbing against his mid back as his spine began to quiver like a struck tuning fork.

"Nnnggff mmmgaahaaa~!"

The jiggling of his spine wasn't just rocking his core, but making his nipples buzz, the shaking making his meager muscle jellify behind as a certain looseness in his chest tested just how much he could hold back. It wasn't just fat either, but muscle forming, his lithe arms hiding just how much power he was gaining, his shoulders trembling as first the left scrunched inwards, then the right. All that mass seemed to flood right behind his nipples, Ben realizing he was growing something he definitely wasn't supposed to as his chest surged out. Worse, his Omnitrix was slapped by his growing chest, depressing the center more as he screamed, his burgeoning feminine figure pushing out as his manhood pushed in.

"Did you just... and you're growing... so those noises were- iiiiiiiiill~!"

"You're nAHHHT hehhhhlping Gweh- EHHHHHN~!"

It didn't matter how hard he clenched with his thighs or tried to tense his groin, half of it was sliding in, fast enough to leave him helpless to stop it, and slow enough to where he felt every last sliver as it crammed inside, his moans maturing to a chirpy but older alto as his chin popped from the look of pleasure warping his face.

"Nonono I dOHHHn't want to b-HEEE a girl I don't wAHHHnna be a-"

His body didn't seem to care much for what he wanted, the gap behind his groin giving a meaty pop as his hips spread apart, his boxers damp as fat began to fill his tight, orange rear. His hair was past his widened hips now, his chest small but compared to the flatness he was used to, seeing lumps of any size push out against his shirt made them feel massive.

He couldn't just stand around and let this happen, he had to fight back! Resist! Of course that tendency to act without thinking had led to all of this but that didn't stop him from trying to push his growing boobs back in. The obvious downside was that this did not work at all, but Ben didn't really care once the feeling of his first self grope made them double in size, his eyes slanting as he moaned in the throes of ecstasy, his shaking spine creaking inwards as his rising waist sucked in. All this growth led to a hot surge behind his groin, Ben moaning as he felt his cock unload again, the Omnitrix face sinking a little flatter as one of his balls slipped in with a wet pop, the almost finished "boy" whimpering at the feeling of something opening down below as his pants began to feel tight against his growing ass.

Gwen somehow was keeping calm, the initial disgust at what she was seeing replaced by a bemused curiosity. He really was an idiot though, all his attempts to "undo" the feminization the most toddler-brained backfiring idiocy she had seen in a while. So in other words it was highly entertaining to watch his face twist from horror to pleasure back to horror all while he awkwardly jumped from foot to foot in shoes that were starting to get looser. Her analytical mind was still working though, Gwen rubbing her chin as she noticed his eyes slant, his lips bloat, something familiar about the long flowing red hair and orange skin, his eyebrows warping to thick commas accenting the green glow of his pupils as his nose perked up to a familiar shape.

"Oh I get it you're becoming that hero girl you always ogle when she's on the tv. Uh... Nightlake or Skyember or whatev-"

"STARFIRE?! I'M TURNING INTO STAAAAAHHHN OOOOH GO DOWN STAHHHP GROOOOOOWING~!"

His waist finished curving, his braless tits testing the stretch on his shirt as he grabbed one to stop its jiggling, his cheeks blushing as he groaned from the touch, his thighs rubbing together as he barely stopped himself from releasing any more of his identity.

It suddenly occurred to Gwen that the alien Ben was turning into was known for being able to fire out energy blasts, mainly because the air around Ben was glowing lime green and his eyes were lighting up like halogens. This could be bad.

"Look I'm sure it'll wear off like your other ones so just calm down and-"

"CALM DOWN?! HOW AM I SUPPOSED TO CALM DOWN WHEN I'M ABOUT TO L-HOOOOSE MY- GYYAAAAaaaa..."

There was a loud crash as Ben suddenly shot through the ceiling, banging his head against the metal top of the RV as his shoes exploded in a shower of green sparks, Gwen left staring up at the hole left behind, wondering how she'd explain any of this as Ben receded to a speck on the horizon.

Ben was in a daze, that crash through the ceiling knocking his already subpar noggin about, his thoughts a mess of lust and confusion as he swirled through the air. The air currents squeezed and rolled over his breasts, the act of flying its own kind of lustful thrill as his body continued to age. His shoes had already burnt away from his launch and his stretch pants had torn at the top, his hips and thighs breaking the poor cargo pants to half-melted slurry as he continued to fly, his half-inverted cock twitching in the wind as it spilled out more of his paltry masculinity, the last of his seed trailing behind as his singular ball twitched in his sack, making him twirl in drunk circles before it was sucked inside with a wet sounding rip.

"OOOOOOOH OOOH~ m-my head feels ahhh~?!"

Estrogen was flooding every inch of his brain, his lips forming a dazed grin as the way he carried himself went from awkwardly trying to stay masculine to a much girlier stance. Breasts tore through his shirt as he gave excited little giggles of bliss, his near-naked body trembling as more of his cock pushed inside. The green glow of the Omnitrix flattened bit by bit as his remaining shreds of clothes turned to boots and gauntlets, Ben barely hanging on when she saw... herself?

It was so impossibly hard to think at this point, his cock jettisoning clear shots of cum as something inside him throbbed and warped. There was such confusion and narcissistic glee at seeing herself as well, the incessant throbbing of his sinking dick getting stronger by the thought, a deep need welling up in the recesses of his mind, thoughts that demanded action. Perhaps it was ancient Tamaranean genes affecting his subconscious, perhaps it was just an offshoot of the bliss being conditioned across his entire body to submit to Starfire's heritage, and yet the sight of another her, her true self mired in a confused wave of shifting self, there was only one way to resolve such confusion. At nearly the speed of sound, the two Tamaraneans collided mouth first, Benfire kissing her soon-to-be twin as information and speech patterns rushed to replace who she had been.

"Ohhh~ flognards yes yessss YESSSS~!"

The interface of the Omnitrix was flattening fast, Benfire moaning as thoughts of being a Titan felt so right, her entire demeanor bubbling to a hyperactive glee as more of her outfit formed, her top finally giving her chilled nipples some much needed protection, her shorts wrapping around her shrinking bulge as she squeezed her plush ass to massage away the burning pleasure of her forming womb. So many terms and memories replacing the old ones as the tight squeeze of purple panties hastened her cock's demise, the pure bliss of becoming Starfire unstoppable as the face of her Omnitrix flattened, a wet pop announcing the birth of a new female Tamaranean as she moaned out an excited, "OHHH~ MOOOOHST EHHHHXCELLLLENT!"

With a final pop the strange armband she didn't remember as part of her outfit gave one final spasm before separating from her arm, falling from thousands of feet up and vanishing before it hit the ground, the new Starfire giggling as she turned to face her twin.

"Thank you sister! That swapping of tongues proved most wonderful!"

The other Starfire wasn't sure how to react, their lip lock giving her plenty of memories in the process as well, though they were a confusing mix of pleasure and half-muddled thoughts that were hard to understand. She still found much of Earth's culture hard to fully grasp so it was asking a lot for her to understand the ramifications of what she had witnessed, though she was equally excited at the prospect of having a new sister.

"Starfire? Any updates on that energy reading that matched yours? Is your sister trying another invasion?"

"No, though I think the entire team is in for a surprise. I have found a gang of the dopple variety! So fun!"

No one really knew what Starfire was talking about, but she sounded excited and future tests would prove the new Benfire was a perfect clone down to the cellular level of her. Of course, where she came from was a mystery the team gradually lost interest in once she settled in, any thoughts of being any other hero than the easily excitable Tamaranean she was lost like her Omnitrix, her only problems now whether she would make a move on Robin first or her sister.

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