Gwens 10 Season 2 Episode 12: Dr. Animo and the Mutant Ray (Patreon)

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The swamp wasn't a place that most thought to visit during their summer vacation, but Grandpa Max wasn't most people. After the incredible mess that was the Ghostfreaks incident Grandpa Max thought the best way to unwind and relax was at the swamp (not like Ben and the Gwens agreed). So for hours the RV drove through Florida swamps, with seemingly no end in sight.

The Gwens idly laid on the RV's bed, their fingers lightly brushing against the Omnitrix. One of their alien forms had just escaped, they couldn't go and use the Ghostfreaks again if it was even possible. Were there more forms in the device that could take them over like that?

The two glanced at each other occasionally, quickly looking away if caught. The Ghostfreaks' power made them despise each other, much more than they would've otherwise. What other forms did they have to be careful of? None of them felt the same way being Ghostfreaks felt, but they were all aliens at the end of the day. They didn't have to conform to the Gwens' expectations, and that scared them.

"Hey." Gwen turned to her doppelganger, still distressed. "Want to take it off?"

"The Omnitrix?" Gwen thought about it a bit. "Even Vilgax wasn't able to remove it though."

"It's not like he knows everything about the device. There might be some off switch that he didn't know about."

"True. But the Omnitrix is an incredibly complicated and dangerous alien device. It might not be a good idea to just press every button."

"Well, do you have another plan?"

"In fact, I do."

The plan: take the device apart.

The Gwens had screwdrivers, at first looking for any screw-like object that could be unscrewed from the Omnitrix. When they failed they simply pried the screwdrivers under the Omnitrix's faceplate, attempting to pry the faceplate off of the device so they can continue dismantling it from there. They did the best they could to pry it off, forcing it open with all of their strength, until finally the faceplate managed to pop right off. A green flash seemed to come out of the removed faceplate, but it quickly dissipated.

"I didn't think that'd actually work."

"This thing looks so weird..."

The inside of the Omnitrix looked like a whole universe to itself. A green vortex of energy swirled within, and it almost looked like they could stick their fingers within. Something told them they shouldn't though, some odd feeling in the back of their heads told them it might be dangerous.

"So I guess we should look for screws inside this then."

They tried to poke their screws around inside the opened up Omnitrix only to accidentally drop them inside. The Omnitrix seemed to have a much deeper inside than it appeared, the screwdrivers having completely submerged themselves inside and now completely unable to be accessed again.

"That may be a problem."

The two just stared at the Omnitrix, with no idea how to proceed.

"Guys! We're here!" Grandpa Max called out for them. "Come outside and look!"

Ben ran out excitedly but the Gwens were far more anxious. Their thoughts were still on the broken Omnitrix, their minds so occupied on it they barely paid attention to their surroundings. They left the door of the RV wide open, didn't notice how dirty their feet got from the swamp around them, and didn't look up until they finally made it to their destination.

"Gwens? Gwens, look!" Grandpa Max's begging finally got the Gwens to look up. It looked like they were at a festival of some sort, some place called Gator-fest. People were wearing alligator themed masks, playing alligator-themed games, and having a cheery alligator-themed time.
"I've noticed the incident with the Ghostfreaks was leaving you down," Grandpa Max continued. "So you should take this chance to relax and have some fun."

"Yeah..."
"Sure..."
The Gwens wanted to tell Grandpa Max about what happened, but decided against it. They were supposed to be having fun right now, not bringing down the mood with their antics.

Overall, Gator-fest was incredibly fun. The Gwens enjoyed themselves there far more than they thought they would, and they began to forget all about the Ghostfreaks. They felt like this day could last forever, but unfortunately hero work called.

A giant mutant frog leapt out from the nearby swamp, ridden by a familiar mad scientist. Dr. Animo, now clad with gorilla-like robotic arms, smiled as he saw the Tennysons.

"Oh how easy it was to track you guys," he bragged. "Tales of aliens among us are all over the news, and they told me you were likely around here."

"Dr. Animo!"
"What do you want!?"
The Gwens angrily glared at him.

"What do you think I want!? It's revenge! My mutant frog will finally do the honors of getting rid of you pests for good!"

The Gwens activated the Omnitrix, now reminded of the damage they've done to it. Maybe disassembling it wasn't the best idea, and now they couldn't even see what alien they were selecting. At least they had some idea of where in the selection each alien was, so maybe the device could still be used...

"Let's go Four Arms!"
"Let's go Stinkflies!"
Both hands were on the dial at the same time, trying to budge it in separate directions.

"Four Arms strength would be better for this situation!"

"But Stinkflies' goop would easily immobilize it!"

As the frog hopped ever closer the Gwens continued to fight over the Omnitrix. Even without the Ghostfreaks influencing them they still couldn't get along, and angrily struggled over it as much as they could. The same story as always happened once more, with their fingers slipping and the two transforming regardless. However, the form they became was far from what any of them expected.

Ben looked at them in shock.
"Is it just me," Ben said. "Or did you transform into Stink Arms?"

The alien looked at their body. The body was mostly like the Four Arms, with a shared form that had four breasts and four arms, but with the Stinkflies singular head, stalked eyes, and buzzing wings. It seemed to be the in between form of both, fusing them more than either form did individually.

"It's like the Stinkflies with a bit of Four Arms. I'd say it's more Four Arms with a bit of Stinkflies." With the single head it was impossible to tell which of them was speaking at a moment, though it was simple to tell if an argument occurred.

They didn't have time to hesitate though. The tongue of Animo's mutant frog whipped the Stink Arms back, its strength enough to make them crash through buildings.

"Stupid frog," the Stink Arms said, picking themselves out of the rubble. "Time to send you back into the swamp!"

The Stink Arms attempted to fly towards the frog with their wings, only to fall back to their feet near immediately. Their new body was far too heavy to be carried by Stinkfly wings, which meant they couldn't lift themselves off the ground.
But even if they couldn't fly they could still run. They ran towards the frog and used all four fists to try and strike the frog down. The strike bounced off their skin though, not even making the frog budge. The usual strength of the Four Arms would usually be enough to send a frog of this size flying, but it looked like their strength was somewhat decreased by the fusion.

The frog quickly swatted them away with its tongue, making them crash through the buildings once more.

"This form is just worse at both what Stinkflies do and what Four Arms do! Maybe if we just went Four Arms like I said we wouldn't be in this situation! I told you going Stinkflies was better! Four Arms! Stinkflies! Foustirnk Arfliems!"

The two yelled at each other, glaring at each other with their stalked eyes. At least one power hasn't seemingly been reduced by their fusion, which was the gooey slime the Stinkflies squirted from their eyes. They squirted the goo all over their body, covering their large form with an incredible amount of muck.

They screamed, or did only one of them scream? It was impossible to tell anyways. Neither really cared, they simply wanted to tear each other out of their body. Their hands grabbed at their four breasts and squeezed them tight, before yanking and pulling as hard as they could. Their wings flapped violently, struggling under the control of the two using them. The wind effectively hardened the goo, sticking their hands to their breasts like they were glued together. All they wanted to do and all they could do was yank and tug on their breasts, and that was all they did.

The mutant frog didn't care if they were attacking each other. It leapt straight for them, ready to crush them, but a green blur pushed it aside. It seemed to be an alligator, two alligators in fact, but there were some odd things about them. They had bug-like wings and four extra stalked eyes, but most importantly they seemed to be conjoined by the head.

Dr. Animo noticed the creature and analyzed it closer. The wings and the eyes, they were exactly the same as his enemies'. As he looked up it seemed like more and more alligators of this type were appearing, and they all seemed to be coming from one location.
Out of the open door of some RV, the alligators crawled onto the faceplate of the Omnitrix and began to mutate. Dr. Animo carefully grabbed the faceplate, looking at it with a devious smile.

"CHANGE OF PLANS!" Animo hopped atop his frog, ready to bounce away. "It looks like this will be rather useful!"

"Hey!" The Stink Arms noticed the faceplate in his hands. "That's-"

Dr. Animo quickly bounced away, leaving the Stink Arms to turn back into Gwens. Grandpa Max and Ben went back to separate the glued together Gwens, who proceeded to explain what happened.

"YOU BROKE The OMNITRIX!?" Ben was the one who was most shocked. "That feels like something I'd do, I didn't realize you had that sort of thing in you!"

The Gwens glared at Ben, while Grandpa Max expressed a face of concern.

"I understand your fear about all this," he said. "But if anything like that happens again we're here to help you. Being a hero can be a tough responsibility to bear, so let us assist every once in a while."

"Okay."
"Sure."
The Gwens looked a bit down.

"Now we just need to track down Dr. Animo, and until we do I advice you two not to use the Omnitrix. We don't know what combination might come out of that thing after all."

"Understood."
"Yeah."
The Gwens still looked rather down.

"Now follow me, we have a frog to follow!"

Grandpa Max brought the Tennysons back to the RV, where they got a few of Grandpa Max's plumber supplies. It was rather fortunate that Dr. Animo didn't realize so many powerful weapons were in there; if he did the Tennysons may have been doomed. Among them was a simple device that looked like a metal detector, made to analyze alien footprints and track them. While certainly not alien, the tracks of a mutant frog were just as effective at setting it off. And so the Tennysons took a raft across the swamp as they followed the footprints, with Grandpa Max leading the way.

"Hey!" Ben smiled as he approached the Gwens. "Don't tell me you actually broke the thing! How'd you do it!? What was inside!?"

"Quiet Ben," one of them said, annoyed.

"It's not your business," the other said, pissed.

"But I mean, if your goal was to take it off wouldn't it have been better to look for an off button?"

The Gwens were so pissed off they refused to answer.

"Enemy at five o'clock!" Grandpa Max pointed towards something in the distance, barely visible through the swamp's mist and fog. It reeked of smoke and seemed to glow a bright orange, that glow becoming brighter the closer and closer it got. When it was finally in view the sight was shocking. It seemed to be a bat, but it had two heads and a body seemingly made of smoldering rocks and flames, just like the Heatblasts.

"Did Dr. Animo already figure out how to extract the DNA?" Grandpa Max sounded worried. "Get the weapons I gave you and start blasting!"

Ben fired the laser gun he was given while Grandpa Max fired off nets to try and capture the beast. The flames of the Heatbat easily melted through the nets, but the lasers seemed to momentarily stun it. It wasn't long until the Heatbat realized it could use flames to block the lasers though, shooting fireballs to stop the laser from hitting it.

The Gwens were rather intimidated. One bat was this effective against them? They wanted to raise their own guns and fight, but the two had never wielded guns before and the thought of doing so now was a bit intimidating. That left one possible option, even if it meant disobeying Grandpa Max.

"Let's go with Diamondheads!"
"Let's go with Grey Matters!"
Both of them slammed their hands on the watch at the same time, and became a fusion of the Diamondheads and Grey Matters.

They were the same size as the Grey Matters, but with the same crystalline build of the Diamondheads. Rather unfortunately, they also copied both conjoined positions of the two aliens, somehow at the same time. Like the Diamondheads two heads were forced to share the same torso, but below the breasts they split into separate bodies. Like the Grey Matters the two were fused where the pussy was located, effectively making them trib at all times. Their upper half looked like a two-headed alien and the lower half looked like a constantly scissoring alien. The result was kind of painful.

"Oww!"
"Ouch!"
Both of them felt a bit of pain from how they were positioned. Their waists were both forced to twist to the side to maintain this formation, which was far from comfortable. Instinctively the two attempted to twist their torsos back to a comfortable position, the result just being the two tugging on their shared crystalline torso. Their legs were restless, rubbing their fused groins together and making them blush from the arousal.

"Gwens! What did I just tell you!?" Grandpa Max yelled at them with exasperation.

"We've got more important problems!" Ben screamed as he tried to blast down the Heatbat, who was getting closer and closer by the minute. The Heatbat was zeroing in on the Diamond Matters, targeting the source of the DNA that enhanced it. It swooped down past Ben and grabbed the Diamond Matters, lifting them up into the air.

"This form sucks!" One of the Diamond Matters screamed. "Why did you even want to become Grey Matters!?"

"To enhance the power output of the weapons of course," the other replied. "Why become Diamondheads!?"

"They're fireproof, it was the better option!"

"They could've sunk the boat!"

"The Grey Matters could've been burnt easily!"

"It was still the better option!"

The Diamond Matters argued as the Heatbat lifted them high into the sky. They angrily continued to tug and pull on each other, making their connected groins rub more and more. Their top half was being pulled in two directions at once, stressing out the crystal that made their body, while their bottom half rubbed together, bringing pleasurable sensations to their sensitive spot. They began to squirm uncontrollably, more consumed by the pleasure of battle than they ever have before. Diamond spikes emerged from their body unconsciously, the result of the pleasure making them lose control, finally making the Heatbat drop the Diamond Matters back on the boat.

They wanted to yell at each other for this, but the screams of the Heatbat brought them back to reality. It swooped down, ready to grab them yet again, but the Diamond Matters quickly got an idea. It was probably the Grey Matters in them responsible for this, but an idea formed in their heads. They had at least some basic idea of how the laser guns worked, but what if it wasn't able to fire a laser?

"Are you thinking what I'm thinking?"
"Positively!"

They produced large crystals in their hands and jammed them down the barrels of their laser guns. Once the Heatbat got close and prepared to grab them they placed the guns in its talons instead, right after hitting the trigger of course. Without anyway of exiting the gun the laser should simply accumulate within the blasters, and if it accumulated long enough it meant...

The guns exploded, bringing the Heatbat down with them. Ben and Grandpa Max looked with awe while the Diamond Matters turned back into Gwens, proud of their work.

"Problem solved," Gwen said.
"Now everything is a-okay," Gwen said.

"Except for the fact that you disobeyed once again!" Grandpa Max was furious.

"Oooh!" Ben snickered. "Didn't know you dweebs were such troublemakers!"

The rest of the ride featured a long lecture from Grandpa Max about how it was simply irresponsible to mess around with alien technology. Of course the Gwens felt guilty, but often in times like this they'd blame each other. Old habits died hard after all, and even if both knew deep down they were both at fault they were still a bit drawn to blaming each other in the end.

"Seems like the tracks lead here." Grandpa Max stopped the raft at what appeared to be an old observatory, one that was rusty and looked like it could fall apart at a moment's notice. "Be careful, we don't know what Animo's doing. Stay behind me and follow my lead."

The Gwens and Ben agreed, and the Tennysons stepped into the observatory. Inside, right in the middle of the large and rusty and partially submerged building, seemed to be a giant device, a turret of sort. The gun at the end seemed to be some sort of laser gun though, and the Omnitrix's faceplate was neatly placed on the top of the device. And who piloted this turret? Dr. Animo of course.

"Why hello there!" Dr. Animo was smiling quite widely. "Thanks to you I've been able to complete my DNA Transmodulator Mark ||! And just look at what it's able to do!"

The giant frog from before leapt into the observatory, and before it could attack Dr. Animo blasted it with his device. The frog grew scales and monstrous teeth and an anglerfish bulb, and before long its face had become two, clearly taking traits from the Ripjaws.

"With a device like this I can turn the entire world into mutants! The entire world would be an alien paradise!"

"Do you think we'd let you get away with such a crazy plan Animo!?" Grandpa Max pointed his weapon towards the mad scientist. "Stand down!"

A Heatbat flew into the observatory, clearly a different one from the one that exploded in the swamp. With both a Frogjaws and a Heatbat to worry about the Gwens knew this couldn't be done without alien help. Neither did they want to become a fusion though, so they had a plan.

The fusions clearly seemed to be a result of the both of them transforming at the same time. Instead of their usual arguments just getting the wrong form this time they'd get a combination of the forms. So if one of them just selected the alien without the other knowing, they should get one of their regular forms. So before Grandpa Max even told them to move both of them crept their fingers towards the watch, ready to hit it before her doppelganger even realized.

"NOW!"
"NOW!"
Both hit the watch at the same time and ran in front of Grandpa Max. One saw the Frogjaws and tried to go Ripjaws, the other saw the Heatbat and decided to go Heatblasts. The result seemed to be Heatjaws, with the heads and breasts of Ripjaws and the arms and legs of Heatblasts. One tried to use the Heatblasts' half to blast away the Heatbat while the other tried to lunge for the Frogjaws and bite it. The result was the fire blast barely missing the Heatbat and almost hitting Dr. Animo, who accidentally fired the device out of shock.

The blast reflected off the rusty metal, bouncing around the room. Ben just barely avoided it but Grandpa Max wasn't so lucky, the blast making him shift and morph into a grotesque shape. After a few seconds what laid there wasn't Grandpa Max, but two big green maggots joined by the head with Stinkflies' eyes.

"Grandpa!"
"Grandpa!"
The Heatjaws wanted to cry. Was it possible to fix this? Could they fix this? They couldn't tell, all they could tell was that their mistake made Grandpa Max suffer. They didn't listen to his orders, and now he was the one that had to pay the price.

It was all her fault.

Of course it was her fault! The plan would've been perfect if she didn't try to transform at the same time! She was the reason Grandpa Max was like this, she was the reason they had all this trouble in the first place! If it wasn't for her the Omnitrix wouldn't be broken, if it wasn't for her Animo wouldn't have gotten this far, if it wasn't for her she would've had a normal summer vacation!

"IT'S ALL YOUR FAULT!"
"IT'S ALL YOUR FAULT!"
The Heatjaws grabbed their outer breasts with their hands, heating them up and seemingly burning them. The Ripjaws' skin wasn't made to take such intense heat, so the touch of such incredibly burning hands made them squeal. They squeezed and yanked them, each fully intent on ripping the other off of her.

As the two stumbled around they realized another aspect of their fusion. The Ripjaws had two pussies while the Heatblasts simply shared one. This fusion seemed to have an in between, with one pussy but two incredibly close clits. Every leg movement forced the two to slide against each other, making them want to burst with pleasure. It made them despise each other even more now, having somehow made a form that only seemed to highlight the weaknesses and not the strengths.

As they did so Dr. Animo aimed his machine at the Heatjaws. With one press of a button he fired, and the blast directly struck the Omnitrix. The result was the two morphing and changing a bit, seemingly going through this change once again, and when they fully transformed they were a fusion between Wildmutts and XLR8.

The XLRmutts had one pair of legs between them while also being bound by the arm. The sudden shift in form did disorient them, but it didn't stop them from fighting. Their flexible Wildmutts' body allowed them to place their heads atop their shared pussy, and the two fought to devour it. Their mouths were like rabid dogs, attempting to eat up and devour the pussy while pushing each other away as much as they could.

Ben snuck behind Dr. Animo and shoved him, attempting to find a reverse button on the device. This only resulted in the ray hitting the Omnitrix again and transforming them once more. This time it seemed to be a fusion between the Wildvines and Cannonbolts, an alien with  two heads but a rounded stump where the legs would've been.

Near immediately they rolled into a ball, and inside the ball vines and tentacles poked and prodded them. Every orifice they could think of, every part they could imagine, the viny tentacles groped or penetrated or both.

Ben and Animo struggled over the controls, their fighting making the Gwens transform more and more. They seemingly became every possible fusion that they could, and within each one they tried to dominate each other sexually. The two came, over and over again, each time at the exact same time. They did everything they could, everything they could think of, yet they were always equal.

They soon became one more fusion. It was clearly part Upgrade but they couldn't tell what the other half was. They could feel their asses against each other though, so it was immediately an assfight. Their rears were the only part not completely fused so it looked a bit odd from an outside perspective, but the two strongly and angrily pushed regardless. Anything to destroy each other, anything to stop the person that ruined their lives, anything...

They stopped when they noticed their eyes in the water. The other half of this fusion was clearly the Ghostfreaks. Being in a form like this should've made them irrationally angry in a way that creeped them out, but they felt mostly in control. Maybe the effect was diluted because of fusion, maybe it was because the Ghostfreaks had escaped the watch, maybe it was both. It was simply clear that this wasn't the type of anger that came from the Ghostfreaks' control, it was their own.

And that fact made them rethink a few things. Maybe they were to blame. Maybe they couldn't just put the blame off on some doppelganger all the time. Grandpa Max was still struggling, still waiting for them to save him. Maybe they shouldn't be wasting time like this.

Another blast turned them back into Heatjaws, and they turned towards each other.

"Truce?"
"Truce!"

It took some time, but the Gwens were able to subdue the Heatbat and Frogjaws. The Heatbat's constant diving towards them meant it was easily led into the water and the Frogjaws' new biology meant it was more suceptible to Heatjaws' heat than the Heatjaws. And that left Animo in a two against one when it was time to deal with him.

"We did it!" Ben celebrated, while the Heatjaws looked down.

"But Grandpa..."
"Will he be like this forever?"
The Heatjaws looked disappointed, until they had an idea. It seemed dumb, but it was the only idea they had.

"Are you thinking what I'm thinking?"
"If it's turn the faceplate upside down, then surprisingly yes!"

The bigger surprise was that it worked. Grandpa Max was completely back to normal afterwards.

"Are you okay grandpa!?" His grandchildren rushed to him with concern.

"I think I hear a faint voice in my head," he said. "But I think I'm alright."

"Just one more thing left to fix," Ben said, giving the Heatjaws the faceplate. "You do the honors."

They placed the faceplate back on right as they transformed back, and the Omnitrix was completely repaired. The Gwens sighed in relief, never wanting to fuse their aliens ever again.

Of course fate would have a different story for them, but that story's a long way off.