Gwens 10 Season 2 Episode 10: They Lurk Below (Patreon)

For most of their summer vacation the Tennysons were perfectly content taking the Rust Bucket, but it wasn't going to suffice here. To get to where they were headed this time they needed to hop aboard a private jet, which was an experience completely alien to the Gwens and Ben.

"So let me get this straight," Gwen said to Grandpa Max, still in shock. "Donovan Grand Smith is your old friend!?"

"And you mean THE Donovan Grand Smith," Gwen said to Grandpa Max. "The one that's one of the richest people in the entire world and owns some of the most famous hotels and resorts ever!?"

"Yes," Grandpa Max said with a hearty laugh. "You should've seen the dude when we were in high school, oh the trouble we would get into together."

"Still, it'd be one thing if we were headed to a normal hotel," Ben said. "But a brand new underwater hotel that even the public doesn't have access to!? How close were the two of you?"

Grandpa Max didn't comment on it, simply relaxing on the rest of his trip to the underwater hotel.

It was a long flight, but the two were able to make it to their destination without issue. Without issue might have been a bit of an exaggeration, with Ben making a ruckus and the Gwens arguing rather loudly, but the group was able to make it safely. The place looked like just some metal road over the water's edge, but under the water was where things were interesting.

"Welcome aboard Max!" An old yet stylish man that was clearly Donovan was on the metal road next to some boy around Ben and the Gwens' age. "Glad you can make it!"

"Hey Donovan!" Grandpa Max embraced his pal in a hug. "Glad I could make it! I can see you brought your own grandson Edwin here as well."

Ben tried to strike up conversation with Edwin, but was easily ignored.

"I just thought it'd do him good to meet people his age. He doesn't go out much after all."

"I see. But are you sure building the hotel here is okay? You know the stories about the Bermuda Triangle."

"Don't worry, don't worry. Once you come inside you'll have all of your worries eased."

At the end of the road was an elevator, and there the group was slowly lowered into an amazing plaza. The floor seemed to sparkle and shine like they were built with the most expensive tiles, the windows leading out to the beautiful blue waters outside. Much of the building was still under construction, there were still places that needed patching up and areas that were just empty, but so far it was beautiful.

"Awesome!" Ben immediately jumped inside, his eyes sparkling with joy. "This place looks cooler than any normal hotel!"

"I knew you'd like it!" Donovan smiled smugly. "This place has been built with state of the art technology that can't be found anywhere else!"

"It is impressive." Grandpa Max was also awed. "How do you manage to power such a thing?"

"Well the power that runs this amazing facility is actually something you woul-"

Before Donovan could finish the lights began to flicker. Some banging could be heard, and looking out the windows would show the cause. Two great white sharks were banging their noses against the glass, seemingly trying to break their way in.

"Don't worry," Donovan said. "The glass is way too tough for any mere shark to break in. It can get pretty annoying though, which is part of why I called you over Max. You know a way to deal with sharks?"

"Well when it comes to shark repellent..." Max and Donovan walked as they talked, leaving their grandchildren alone.

"Hey Edwin." One of the Gwens suddenly spoke up. "Is there a way to swim out into the ocean from here?"

Edwin just pointed towards his left.

"Thanks!" That Gwen dragged her doppelganger along as she went in the direction she was pointed.

The Gwens went into a large room that opened up in the bottom. At first one might assume there was a large pool, but closer look would show that the water came straight from the ocean outside. Some diving suits were hung up right next to the water, but the Gwens weren't going to be needing them.

"Wait wait wait..." The Gwen that was being dragged suddenly stopped her double. "What are you even doing?"

"There are sharks out there," Gwen said. "We have to drive them away."

"Didn't you hear the dude? The glass isn't going to break. There's no reason to do this!"

"But what if it does break the glass? You know something horrible always seems to happen when we're around!"

As she charged towards the pool Gwen went to activate the Omnitrix, only for her doppelganger to stop her and try to drag them back.

"We are not going in," Gwen said.

"We are going in," Gwen said.

The two struggled, tugging in separate directions while messing with the Omnitrix. One wanted to transform, preferably into Ripjaws so they could dive into the waters below, and the other wanted to deactivate the device and walk away. They pulled and tugged and desperately fought, but somehow through all of the struggling they managed to activate the device.

The two were now small, gray, and connected by the pussies. They had transformed into Grey Matters, and neither was satisfied.

"You really think this form is good for underwater battle?" One Grey Matter snarled at her doppelganger.

"I didn't want any form," the other snarled. "I didn't want to transform at all!"

"Well we still have to deal with this problem one way or another!"

"No we don't! What part of turn back do you not understand!?"

One Grey Matter tried to drag their body towards the water, and the other tried to drag them away. The result was this tug of war with the two desperately pulling and tugging the way they wanted to go. It felt like the two were tugging and pulling over a shared pussy, even if that fact was impossible to confirm. The two just angrily tugged more and more, even if the act was oddly arousing to the both of them.

Suddenly the lights flickered and the ground shook. The Grey Matters stumbled and felt into the water. The sharks had caught their scent and were waiting right below, readily knocking them into the water for a quick and tasty treat.

That was the moment the Grey Matters erupted in fury. They attacked each other in a way that seemed to go against their intelligent personas, grabbing each other's hair and pulling and attempting to rip it right off. Crotches that were being pulled apart were now being pushed together, yet not causing any less pleasure in them. As the shark's teeth began to go over them, the only thought they had in their heads were of each other.

They would've been swallowed right at that moment, if the Grey Matters' thrashing didn't irritate the shark. The shark was forced to gag up the Grey Matters immediately, the aliens having kicked its throat over and over again in their struggles. The two were spat back into the hotel before the sharks swam away, clearly not satisfied with this meal.

"See!?" One of the Grey Matters yelled at her bodymate. "Just leave it alone and it would leave!"

"It clearly left because of us," the other Grey Matter said. "If we weren't here it wouldn't have left!"

The two continued to fight until they transformed back into Gwens, and even then they still desired to destroy each other. Still, it'd look really suspicious if the two were gone for a long time, so they shelved it for now and went back to see their grandpa.

Fortunately for the Gwens it was like no one even noticed they left. Donovan was busy explaining to Grandpa Max the way that the place got its power, talking about the wonders of geothermal vents. Apparently the place held enough power for the lights to be seen over hundreds of miles above the water's surface, a figure that the Gwens' calculating minds found simply unbelievable. Ben was trying to make conversation with Edwin, saying something about Sumo Slammers. The Gwens never really understood why Ben liked that franchise so much, but at least Edwin seemed somewhat interested. It didn't mean he responded to Ben's words but he seemed to be getting somewhere.

"Oh, your cousins are back." Edwin pointed out the Gwens' return to Ben. "Are the two of them twins or something?"

"It's a bit complicated," Ben said. "But kind of."

"Must be nice to have someone just like you able to keep you company all the time."

The Gwens almost groaned as he said that.

"Hey Ben." Edwin suddenly got an idea. "Wanna see something cool?"

"You bet," Ben replied.

Edwin and Ben went out to the same exit the Gwens just came back from, and the Gwens followed in concern. Once there Edwin pushed a button on the wall, and down from the ceiling a submarine was slowly lowered. The vehicle was small, likely only able to fit three or four people, but with a sleek metallic design that made Ben look at it in awe.

"I bet commoners like you don't have anything like this!" Edwin spoke incredibly proudly of the vehicle. "I'm allowed to ride this whenever I want!"

"Really!?" The obvious bragging somehow really impressed Ben. "Can I go out for a ride?"

"Um... well... sure!?" Edwin seemed a bit hesitant, but ultimately agreed.

"Are you sure it's safe?" Gwen was concerned.

"Don't you realize how deep underwater we are?" Gwen echoed those concerns.

"Don't mind them." Ben just entered the submarine. "They're like this for everything, just let the dweebs be dweebs."

Edwin just followed along, hesitating a bit though still climbing into the submarine. Gwen tried to follow, but her doppelganger held her back.

"What!?" Gwen looked back at her double, annoyed. "Aren't we going to follow?"

"It's clearly unsafe," Gwen said. "And who knows they might be breaking a rule!"

"Well as the responsible ones it's our job to keep an eye on them!"

"No, the responsible thing to do is to just tell Grandpa Max about what they're doing!"

Once again the two pulled and tugged in separate directions, both Gwens desperate to prove her strategy as right. The submarine didn't wait for them though, clearly lowering into the water and blasting off and away.

"They got away because of you..."
"They got away because of you..."

The Gwens groaned, very disappointed in each other.

"No matter which option we choose," Gwen said. "In this scenario it's probably best we make sure they're safe."

"I agree," Gwen said. "Let's go down and make sure the two aren't actually in danger before we tell on them."

With the two finally in full agreement they were finally able to become Ripjaws. This fish beast was the only aquatic alien in their arsenal, and yet they'd often hesitate to use the form in aquatic scenarios. The reason was the form's two pussies, which were made to smash into each other whenever they entered their underwater form. It was uncomfortable, making swimming feel like an extended scissoring session, but it had to be done.

"Let's just get this over with," one of the Ripjaws said. "And quickly."

"My thoughts exactly," the other Ripjaws said.

The two dived in and immediately felt it. Their pussies coming together never felt old, no matter how many times they were forced to endure it. But endure it they did as they quickly caught up with the submarine.

For a moment the two stopped, stunned by the beauty of the wildlife. If doing so didn't have a risk of getting them in trouble the Gwens would've leapt into the submarine at first chance, especially if they new the type of fish they'd see. Bioluminescent fish, toxic eels, creatures that looked prehistoric, there were even fish that looked like Ripjaws down there. So many creatures seemed to surround them, from multicolored fish to seemingly metallic squids...

The Ripjaws had to do a double take. They looked like squids, but the glowing heads and mechanical arms made it clear that these creatures were robotic. These Cyber Squids, for the lack of a better name, surrounded the submarine with their tentacles, seemingly in attempt to crush it.

Ben and Edwin were clearly freaking out but the Ripjaws weren't going to let them die. With two sets of massive teeth the two easily ripped the Cyber Squids off the sub, allowing the boys to pilot it safely away. The Cyber Squids tried to follow but the Ripjaws didn't allow it, tearing through the squids like they were made of jerky. Yet, even though taking down a squid was the easiest thing in the world for them, the number of squids never seemed to decrease. They were simply endless, and endlessly exhausting.

One Ripjaws, immediately realizing the danger they were in, attempted to swim back while the other, motivated to keep the squids away from the boys as long as possible, tried to charge towards them. That action locked their body in a momentary stalemate, which was enough time for a Cyber Squid to hold the two in place. It tentacles extended around their entire body, wrapping around their waist and their arms and their three large breasts.

The Ripjaws tried to escape, but other Cyber Squids held their arms and tail in place. More Cyber Squids came to assault their breasts, squeezing and fondling all three large tits an insane amount. The two shook in excitement, which only seemed to make their crushed pussies rub against each other, which only made them more excited. The tentacles messed with three nipples at once, sending more than three times the pleasure they thought such an act ever would. At this moment the only one they could blame was each other, and their hatred for each other only seemed to grow.

But before they could bit each other's heads off the two heard a familiar beeping noise. The Omnitrix was about to time out, and while they were deep underwater no less! They chomped away at the Cyber Squids holding down their arms and yanked off the one holding their tail, before speeding off towards the hotel. There may have been a few squids still holding onto them but that wasn't of any concern, the more important risk was of transforming back while still underwater.

They swam as fast as they could, still wincing from the sensation of their pussies together. Cyber Squid tentacles still bind onto their breasts, continuing to squeeze and grope them, and making it harder to resist their pleasures. But they knew what would happen if they burst there, they knew they couldn't release it there. They just had to hold it in for a little bit longer...

The moment they make it back to the hotel a flash of red light transforms them back into Gwens. The two collapse on the hotel floor, completely exhausted, though still being squeezed together by one of the Cyber Squids. And now that they weren't Ripjaws anymore they were having a bit of trouble getting it off...

"Get off my granddaughters!" Grandpa Max sent the Cyber Squid flying with a single kick, sending it back into the water.

"Thanks Grandpa Max!" Gwen was relieved. "You saved us."

"Oh, and about the boys," Gwen said. "They took the submarine and-"

"That's the least of our problems," Grandpa Max said. "Come look."

Grandpa Max brought the Gwens back out to the lobby, where Ben, Edwin, and Donovan just stared at the windows in shock. The Gwens, confused, also looked out the windows, and were immediately terrified. Hundreds of Cyber Squids surrounded the hotel, all bashing and clawing at every surface. The worst part was that it seemed to work. Cracks were appearing in the same glass that great white sharks couldn't dent, and they grew each and every second.

The Gwens glared at each other. They didn't need to be told, they just knew they led those squids here. This wouldn't have happened if they were able to fight them off better or ran away too fast for them to catch up, they were sure of it. In an instant, they immediately blamed each other.

"Donovan!" Grandpa Max's blame went elsewhere. "These aren't just regular sea life, they're aliens! What did you do!?"

Donovan sighed. "I lied to you about the power source."

"I figured. Geothermal vents can't power something of this magnitude."

"The hotel was going to be canned until one of my research teams found a new power source deep in the Bermuda Triangle depths. It was in some sort of spaceship as well, it likely belonged to these guys."

"There are aliens in the Bermuda Triangle!?" Gears began to turn in Ben's head. "Are they the reason so many ships go missing here!?"

"Regardless we need to evacuate!" Grandpa Max looked at the windows with worry, leaks beginning to form that spray seawater inside. "Now!"

The group runs towards the elevator as the windows begin to burst. Waves of water start flooding the place, collapsing all of the structures within and letting leagues of Cyber Squids inside. Luckily they were all in the elevator, safe and sound.

Just before they could make it to the top floor the elevator stopped. The water had managed to mess with the power, just enough to stop it mid lift. Grandpa Max managed to pry the door open, and they were just close enough to the surface to be able to climb out. Grandpa Max and Donovan were able to climb through, and just as Edwin was about to follow they heard a snap.

The elevator began to fall rapidly, destined to turn all of its passengers into mush. The metal parts holding it together began to fall apart, partly from the rush of water and partly from the Cyber Squids tearing apart everything they could see.

Edwin screamed, almost certain this could be the end of his life, but a flash of green light seemed to indicate otherwise. The Gwens seemed to disappear, and he and Ben were being lifted in the air by some pair of giant bugs with tits. And looking closer, did they share a head!?

"This is all your fault after all so you need to take responsibility. Huh!? It's not my fault, it's your fault! How in the world is it my fault!? You're the one to blame here! YOU ARE!"

The Stinkflies argued amongst themselves as they lowered the boys onto safe ground, still blaming each other for the entire incident. The only real piece of safe ground was a floating metal plank in the middle of turbulent waters, and safe was being used rather loosely in that case. The boys had to desperately hold onto the ground to keep themselves from being flung off.

The Stinkflies simply hovered in place, still arguing about who was more to blame for the situation. As they glared into each other's eyes a Cyber Squid rammed into them from above, dunking their connected bodies straight into the waters below. Once wet it was impossible for their wings to achieve flight, and the two would sink like rocks. Multiple Cyber Squids latched onto them from all sides, prepared to rip them to shreds, but at this moment they couldn't care. They hated each other more than they hated the Cyber Squids.

Their stingers were pointed at each other's pussies, before the two jammed them right in. Such an act immediately caused them to quake with pleasure. The stingers were way too big for the entire thing to fit in both of them, but even the little amount that could fit still made them quake with an intense pleasure. They just had to hold it down, had to resist, and subject the inferior copy to the torture it deserved.

Over and over and over again, in and out and in and out, the Stinkflies tortured each other's pussies with their tails. Each touch was nearly orgasmic in itself, making them feel like an orgasm was just a bit closer, yet neither seemed to let it get too close. It built up more and more and more, making them feel like they could collapse from it all. Yet before they could climax, before the victor could be determined, something surprised them.

They were saved.
Edwin's hands reached down into the water, grabbing the both of them and pulling them back up to safety. They were a bit hefty and hard to lift, considering that they were giant bugs, but Edwin still managed to lift them up to dry land.

"The two of you are alright, right?" Edwin tried to apply CPR, but couldn't tell which chest he needed to provide compressions to. It was fortunate that the Stinkflies were able to get up a few moments after collapsing.

"We're fine." There was a bit of embarrassment in the Stinkflies' voice. "Don't worry about us."

The Stinkflies transformed back into Gwens, making Edwin look at them with even more awe.

"So I wasn't seeing things. How did you do all that?" Edwin seemed to be in awe. "Is it this watch thing? How much does it cost?"

"Let's just say it's priceless," Ben said.

The building continued to shake, rumbling as if an earthquake hit them. Cyber Squids were tearing and smashing through everything, leaving the entire facility only a few minutes away from completely collapsing.

"If they can do this much damage on their own," Ben said. "Imagine what they'd do if they got their power source."

"Then we can't let them have it," Gwen said.

"Take us there," Gwen said. "We have to stop them."

Edwin led the group deeper into the hotel, where they were finally able to see the power source. A large blue orb glowed in the center of the room, millions of wires and cables connecting to the ball. It didn't take a genius to figure out that this was the famed power source, the one the Cyber Squids were desperately trying to obtain.

"So we need to stop the squids from getting here," Edwin said. "But how?"

"I got an idea!"
"I got an idea!"
The two Gwens spoke up at the same time, immediately irritating each other.

"Well I got my idea first!"

"Well my idea is definitely better!"

Before the two could argue further the walls of the room began to burst. The place began to flood and Cyber Squids started to enter the room.

"No time!"
"Have to be quick!"
The Gwens quickly transformed, collapsing into a pile of metallic slime. The two had easily become Upgrade, their premiere technological form, without a single argument. Ben found it a bit odd that there wasn't any arguing yet, but decided to just keep watching.

"I have a plan! Follow me!"
Upgrade seemed to start running before falling flat on their face.

"What the hell are you doing!? Where are you even going!?"

"To the submarine! Just Upgrade it into a warship and we'd easily win this!"

"Why don't we just Upgrade the power source and take it from under their noses!?"

"That's a stupid plan! You can't put weapons on just some ball!"

"Well what if they get the power source before you get to the sub!?"

"Still a better plan than yours!"

The two attempted to tug their shared body in opposite directions, stretching out the metallic slime as long as they could. One end tried to reach out towards the power source and the other tried to reach towards the submarine, stretching them more and longer and longer in their tough battle.

"I knew it." Ben groaned. "Now they fight."

"Should I help them." Edwin seemed concerned.

"Don't worry about them. Right now we need to get out of here!"

Ben and Edwin ran, desperately looking for an emergency way out, while Upgrade continued fighting amongst themselves. They continued to stretch out their body, so much so their humanoid form had dissolved to a long liquid droop. Each end was so close to touching the technology they wanted to Upgrade, just a few more inches and they'd make it to their goal. They pulled and tugged and pulled, desperate to be the one to get her goal...

With one more tug the two had latched onto their separate devices, and then they pulled. They tugged, they yanked, they used all of the strength they could to try and pull the other in their desired direction. Their body was so stretched out it was as thin as string now, yet neither was willing to give up in their struggle. They pulled and pulled so hard they eventually snapped, yanking both the submarine and the power source towards each other in a great crash.

The two felt dizzy for a bit, their slimy body getting endlessly mixed around with the scraps of metal that came from the destroyed objects. They tried their best to reorganize themselves, slowly bringing their body back together as they realized just exactly what had happened. The two were now upgrading a new fused device, with the structure of the submarine and the power of the power source.

Upon seeing this new form the two were merely in shock, unable to believe what happened to them.

"Temporary truce?"

"Temporary truce."

Upgrade went on a rampage, tearing through Cyber Squids like they were made of paper. Their lasers turned the Cyber Squids into dust, and their blades cut them all into ribbons, yet their numbers seemed to be endless. No matter what they did their numbers wouldn't die down. More and more squids just seemed to cover them, drowning them further into the ocean depths.

From high above Donovan, Grandpa Max, Ben, and Edwin watched held breaths, uncertain of the fate that befell the Gwens. A large flash of blue light underwater didn't seem to help, and at this point they had just assumed the worst. Bits and pieces of Cyber Squids floated up to the water's surface, to the point where it was getting difficult to see the ocean below.

Yet just as they were giving up hope some hands reached out from the depths. They were a bit banged up and damaged from the power source's explosion, but miraculously the Gwens were just fine, mostly fine.

"I'm not going into the ocean ever again," the seasick Gwens said as they threw up.