Chapter 8: Gwen's Revenge – The Anodite Reckoning
Gwen Tennyson had always been the patient one. The smart one. The one who cleaned up Ben's messes, lectured him about consequences, and secretly seethed every time he turned into an alien god and fucked half the galaxy without asking.
But patience has limits.
After Ben's Omnitrix-fueled breeding rampage—after she'd been left dripping, sore, and secretly thrilled—she waited. She planned. She meditated in her room until her mana glowed violet-black instead of pink.
Then she struck.
Ben was lounging in the Rust Bucket 3.0's living area, human again, scrolling on his phone, still smug from yesterday's conquests. The Omnitrix sat on the table, recharging, green light pulsing lazily.
Gwen walked in wearing nothing but one of Kevin's old black tank tops—way too big, slipping off one shoulder, hem barely covering her ass. Her hair was down, wild, crackling with faint purple sparks. Her eyes weren't just glowing—they were blazing.
Ben looked up. Grinned.
"Hey, cuz. Ready for round two?"
Gwen didn't smile back.
She raised one hand. A tendril of pure mana lashed out like a whip, wrapped around Ben's wrists, and yanked him out of the chair. He hit the floor on his knees with a surprised "Oof!"
"Gwen—what the—"
Another tendril coiled around his ankles, spreading his legs. A third snaked under his shirt and ripped it clean off. His shorts followed—torn away in one violent tug. His cock sprang free, already half-hard from the sight of her.
She stepped closer. The air around her shimmered with Anodite energy. Her skin took on that translucent purple sheen, veins of light pulsing beneath. Full Anodite form—but controlled, focused, furious.
"You think you can just turn into whatever monster-dick you want and breed anything that moves?" Her voice echoed, layered, like three Gwens speaking at once. "You think I'm just another hole on your list?"
Ben swallowed. "I mean… you seemed to like—"
She slapped a mana tendril across his mouth—hard enough to sting, not hard enough to bruise.
"Shut. Up."
She dropped to her knees in front of him, still towering in her glowing form. Her hand—now clawed, tipped with violet energy—wrapped around his cock. Not gentle. Firm. Possessive.
"You're going to feel exactly what you did to me. Every form. Every inch. And you're not allowed to cum until I say."
Ben's eyes widened. "Gwen—"
She stroked him once—slow, deliberate, mana tingling along his shaft like electric feathers. He groaned, hips jerking.
Then she leaned in and swallowed him whole.
No warm-up. No teasing. Her throat opened impossibly—Anodite physiology—and took him to the root in one smooth glide. Her tongue, longer now, forked with mana, wrapped around his length and squeezed rhythmically. She bobbed fast, wet, obscene—gluck-gluck-gluck filling the RV.
Ben's head fell back. "Fuck—Gwen—!"
She pulled off with a wet pop, strings of glowing saliva connecting her lips to his tip.
"Not yet."
She stood, turned, and bent over the table—ass presented, legs spread. Her pussy glistened, swollen, dripping violet-tinted arousal. Mana tendrils held Ben in place while she reached back, spread herself with both hands.
"You're going to fuck me like Heatblast first. But you're staying human."
Ben's wrists were released—just enough. He scrambled forward, cock throbbing, and slammed into her.
The heat was immediate—not literal fire, but her mana made her inner walls scorching, rippling like living flame. Every thrust felt like plunging into molten velvet. She clenched deliberately, milking him, forcing him to slow down or risk blowing too soon.
"Harder," she growled. "Or I lock you in a mana cage and edge you for a week."
He obeyed. Brutal thrusts. Table creaking. Her tits bounced under the tank top until she ripped it off herself. He grabbed her hips, railed her, sweat pouring down his back.
She came first—screaming, mana flaring bright enough to blind him for a second. Her pussy spasmed, squirting glowing nectar that soaked his thighs.
He tried to cum. She clenched harder—mana tendrils wrapping his balls, squeezing just enough to stop the orgasm cold.
"Not yet."
Next form she demanded: Four Arms.
She forced him to slap the Omnitrix—still human-sized, but now with four thick arms. She turned, pushed him onto his back on the floor, and mounted him reverse.
Four hands gripped her waist, her tits, her throat—squeezing just right. She rode him like she was trying to break him—ass slapping down, taking every inch, grinding her clit against his pelvis.
Ben groaned, four arms trembling. "Gwen—please—"
She leaned back, mana tendrils pinning his extra arms above his head. "Beg."
"Please—let me cum—"
"Not until you've filled every form I choose."
She came again—back arching, mana exploding outward in a violet shockwave that rattled the windows.
Still, she denied him.
Diamondhead next. Crystalline cock dragging along her walls like textured perfection. She rode him face-to-face this time, kissing him viciously, biting his lip until it bled. When she came, shards of harmless light burst from her skin.
Rath. Barbed cock locking inside her. She growled back at him—matching his fury—until they were both snarling, clawing, fucking like animals. She came so hard the barbs flared involuntarily, trapping his load deep while she milked him dry… but she used mana to force the orgasm back down his shaft before it could escape.
Big Chill. Freezing cock chilling her insides while she burned with Anodite heat. Contrasting sensations made her scream in ecstasy.
Alien X. She made him go full Celestialsapien—reality bending just enough that every thrust felt like infinite pleasure at once. She came six times in a row, body convulsing, mana flooding the room like aurora borealis.
By the time she finally let him stay human again, Ben was shaking, cock purple and throbbing, balls aching, tears in his eyes from the constant edging.
Gwen stood over him—still glowing, still furious, still dripping.
"Now," she said, voice soft but deadly, "you get to cum. But only inside me. And you're going to give me everything you gave the rest of them."
She straddled him on the floor. Sank down slow—torturously slow—until he was buried to the hilt.
Then she rode him.
Hard. Fast. Relentless.
Her mana tendrils wrapped his wrists again, pinning them above his head. Another coiled around his throat—just tight enough to make him see stars.
"Give it to me, Ben."
He broke.
He roared—voice cracking—and came like a firehose. Thick, endless ropes blasting straight into her womb. Pulse after pulse. Her belly swelled visibly from the volume. Excess poured out around his shaft in creamy rivers, pooling beneath them.
She came with him—screaming his name, mana flaring so bright the entire RV lit up like daylight. Her pussy clenched in rhythmic waves, milking every last drop.
When it finally ended, she collapsed on his chest, both of them gasping, covered in sweat and glowing fluids.
Ben stared at the ceiling, dazed.
"…You win."
Gwen lifted her head. Smirked. Kissed him slow—almost tender now.
"Damn right I do."
She traced a finger down his chest, mana sparking.
"And next time you get the urge to play galactic stud… you ask me first. Or I do this again. Harder."
Ben swallowed. Nodded weakly.
"Deal."
Outside, the sun set over the beach.
Inside, the Rust Bucket smelled like sex, mana, and revenge well-served.
Gwen curled against him, still glowing faintly.
"Love you, doofus."
Ben laughed—hoarse, exhausted, happy.
"Love you too, dweeb."
The Omnitrix beeped softly on the table—ready for whatever came next.
But for tonight, the score was settled.
And Gwen was keeping the lead.
Chapter 8.5: Gwen's Revenge – Absolute Anodite Domination
Gwen didn't let Ben breathe after the first round.
She stood over his trembling, sweat-soaked body, mana still crackling across her translucent purple skin like living lightning. Her eyes weren't just glowing—they were twin violet suns, pupils narrowed to slits. The air in the Rust Bucket felt thick, electric, pressing down on Ben's chest like an invisible hand.
"You thought that was revenge?" she whispered. Her voice layered again—three, four, five Gwens speaking in perfect, terrifying unison. "That was foreplay."
She snapped her fingers.
Mana tendrils—thicker now, black-veined with raw power—erupted from the floor, walls, ceiling. They wrapped Ben's wrists, ankles, throat, thighs, even his fucking cock at the base like a living cock-ring made of pure energy. They lifted him off the ground, suspended spread-eagle in mid-air, helpless.
His dick—still painfully hard from the edging—bobbed uselessly. Every vein throbbed. Precum dripped in slow, glistening strings that evaporated into purple sparks the moment they hit the floor.
Gwen floated upward until her face was level with his. She grabbed his jaw with clawed fingers, forced him to look at her.
"You bred the entire galaxy without asking me once. You turned me into your personal cum-dump yesterday like it was nothing. Now you're going to learn what it feels like to be used until you beg for mercy—and I still won't give it."
She leaned in and bit his lower lip hard enough to draw blood. Then she licked it away, tasting copper and fear.
First punishment: Heatblast denied.
She forced the Omnitrix to cycle—Heatblast form—but locked the transformation so only his cock changed. Molten, glowing, dripping lava-pre that sizzled harmlessly against her mana shield. She wrapped her hand around it. The heat should have burned. Instead her Anodite body drank it—absorbed the temperature until Ben felt like his dick was being frozen from the inside while burning on the outside.
She stroked him once—slow, torturous.
He screamed.
She did it again.
And again.
Each stroke faster, grip tighter, until his hips bucked involuntarily and tears streamed down his face.
"You don't get to cum," she snarled. "Not until every form you used on those other girls has been turned against you."
She released him from the molten cock-ring just before he could tip over the edge. The tendrils flipped him upside-down, head toward the floor, ass presented.
Four Arms next—again, only the cock.
Four massive, ridged red shafts sprouted from his groin in a grotesque cluster, each one throbbing independently. Gwen laughed—cold, echoing—and wrapped mana around all four, squeezing in alternating rhythms so Ben felt like four separate orgasms were being milked out of him at once, yet none were allowed to finish.
She lowered herself onto the top one—slow, deliberate—taking just the head. Then she clenched. Hard.
Ben howled. His whole body convulsed.
She rode only the head—tiny, teasing motions—while the other three cocks were jerked mercilessly by tendrils. Precum poured from every tip in thick streams.
"Beg," she commanded.
"Gwen—please—fuck—I can't—"
"Not good enough."
She sank down another inch. Clenched again. The barbs on the lower cocks (Rath DNA bleeding through) flared involuntarily, scraping the inside of her mana tendrils instead of flesh. Ben sobbed.
Diamondhead cluster—crystalline cocks studded with facets. She made him feel every single ridge dragging inside her as she rode one while the others were vibrated at ultrasonic frequencies by mana pulses. The sound was obscene: wet squelching mixed with high-pitched crystalline ringing.
She came three times just from the texture—squirting glowing nectar that ran down his inverted body, into his mouth, forcing him to taste her while she denied him.
Big Chill next. She phased part of her body intangible so she could sink onto his freezing cock while the rest of him burned from residual Heatblast energy. Hot-cold-hot-cold overload. His brain short-circuited. He babbled nonsense—please, stop, more, I'm sorry, fuck me, kill me, anything.
Alien X.
She forced the transformation.
Celestialsapien cock—impossibly large, reality-warping, shifting size and shape with every heartbeat. She made it swell inside her until she felt like she would split open, then shrink until he was barely touching her walls, then swell again. Infinite edging built into one thrust.
She rode him while staring into his eyes—his own black-star pupils reflecting her glowing form.
"You feel that?" she hissed. "That's every girl you fucked yesterday. All at once. All denied. All screaming inside you."
Ben broke completely.
Sobbing. Begging. Promising anything. Promising he'd never look at another girl. Promising he'd be her toy forever. Promising he'd crawl if she asked.
Only then—only when he was a shaking, inverted, tear-and-precum-soaked wreck—did she finally release the mana cock-ring.
She flipped him right-side-up, slammed him onto the table on his back, straddled his face first—grinding her dripping pussy across his mouth until he licked desperately, frantically, tasting every alien flavor he'd left in her yesterday.
Then she sank onto his human cock—finally human again—taking him to the hilt in one brutal drop.
She rode him like punishment.
Fast. Merciless. Nails raking bloody trails down his chest. Mana tendrils whipping his thighs, his balls, his nipples—sharp stings that made him yelp into her cunt.
"Cum," she ordered.
He did.
Violently.
Screaming into her pussy as rope after endless rope blasted into her womb. His hips bucked so hard the table legs cracked. Her belly swelled again—more than before—cum backflowing in pressurized gushes every time she lifted.
She came with him—screaming in five voices at once—mana exploding outward in a violet supernova that blew out every window in the Rust Bucket and shorted the lights for half a mile.
When the glow faded, she collapsed forward onto his chest.
Both of them gasping. Shaking. Destroyed.
Gwen lifted her head just enough to whisper against his ear.
"Next time you get horny and think about turning into something with a monster dick…"
She clenched around his oversensitive cock—hard.
"…you come to me first. And you beg. Properly."
Ben could only nod—weak, broken, utterly owned.
"Yes… Gwen…"
She kissed his forehead—soft now, almost tender.
"Good boy."
Outside, the beach was dark. Stars reflected in shattered glass.
Inside, the smell of ozone, cum, and absolute surrender hung heavy.
Gwen traced idle patterns on his chest with a single glowing finger.
"We're not done," she murmured. "That was just the first night."
Ben whimpered.
She smiled.
The Omnitrix beeped faintly on the floor—green light flickering like a heartbeat.
Waiting.
Gwen's revenge had only just begun.
Chapter 8.9: Gwen's Revenge – Total Anodite Ownership
Gwen didn't allow Ben to recover. Not even for a heartbeat.
The moment his final, shattering orgasm ended and his body went limp on the cracked table, she rose above him like a violet storm given female form. Mana no longer crackled around her—it roared. Black-purple lightning arced between her fingers, across her breasts, down the insides of her thighs. Her hair floated in slow, serpentine waves. Her voice came from everywhere at once—inside his skull, inside his bones.
"You still think this is a game, Benjamin?"
She didn't wait for an answer. A dozen mana tendrils—thicker than his wrists, ridged like living whips—shot from the shadows and slammed him flat on his back. They pinned every limb at impossible angles: wrists crossed above his head, ankles yanked so wide his hips screamed, thighs forced apart until the muscles trembled on the verge of tearing. Another thick coil wrapped twice around the base of his cock and balls, squeezing just enough to trap every drop of blood inside—keeping him brutally, painfully hard even after he'd just emptied himself.
A final tendril forced its way between his teeth, gagging him. Not cloth. Not rubber. Pure, vibrating energy that tasted like ozone and her arousal. It pulsed in time with his heartbeat, expanding slightly every time he tried to speak or beg.
Gwen floated directly over his face. Her pussy—still leaking his last load mixed with her glowing nectar—hovered an inch above his nose.
"Breathe me," she commanded.
He had no choice. Every inhale dragged her scent deep into his lungs—sweet, metallic, addictive. His cock jerked helplessly against the constricting tendril.
She lowered herself slowly until her swollen lips kissed his sealed mouth.
"Lick."
The gag-tendril withdrew just enough for his tongue to move. He obeyed instantly—frantic, sloppy, desperate. She ground down harder, smothering him, forcing his nose against her clit while she rode his face in short, punishing circles.
"You don't get air until I cum."
His lungs burned. Vision spotted black. He licked faster—sucking her clit, plunging his tongue inside her, swallowing every drop she gave him. Only when her thighs clamped around his ears and her mana flared supernova-bright did she lift—just enough for one ragged breath—before dropping again.
She came on his face like a dam breaking. Glowing nectar flooded his mouth, his nose, his eyes. He choked, sputtered, but kept licking through it because the tendrils around his throat tightened every time his tongue slowed.
When she finally rose, his face was coated—shiny violet streaks from chin to forehead.
She didn't praise him.
She simply said: "Now you pay for every single girl you touched."
The Omnitrix levitated off the floor under her control. She slammed it against his chest—not activating a full transformation, but forcing partial shifts. One after another. Rapid-fire. No cooldown. No mercy.
Heatblast cock → molten barbs searing the inside of her mana sleeve while she jerked him dry.
Four Arms → four shafts milked in opposing rhythms until he sobbed from sensory overload.
Diamondhead → crystalline facets scraping his own oversensitive skin while she forced him to feel the drag.
Rath → barbed cock locked inside a mana vice that squeezed tighter every time he twitched toward release.
Big Chill → freezing shaft plunged into boiling mana until thermal shock made every nerve scream.
Alien X → reality itself bent so that every denied orgasm looped backward through his nervous system—phantom climaxes that hurt worse than the real thing.
She made him experience the edging he'd inflicted on her—but amplified. Warped. Inverted.
And through it all she whispered filth directly into his mind:
"You're not a hero anymore."
"You're my breeding toy."
"You exist to fill me when I want it, and suffer when I don't."
"Every time you get hard for the next month, you'll remember this."
"You'll crawl to me and beg before you even think about touching yourself."
Ben was beyond words. Beyond pride. He was a shaking, leaking, tear-streaked mess—cock so engorged it looked bruised, balls drawn so tight they ached with every heartbeat.
Only then—only when he was reduced to animal whimpers—did Gwen finally release the base tendril.
She impaled herself on him in one savage drop.
No slow build. No teasing. Full force. Her inner walls clamped like a living fist made of lightning and velvet. She rode him like she was trying to break his pelvis—lifting almost off, then slamming down so hard the table legs snapped one by one.
Each downward thrust punched a choked scream out of him.
She leaned forward, claws digging into his shoulders for leverage, drawing thin red lines.
"Say it."
He couldn't form sentences. Just broken sounds.
"Say. It."
"I'm—yours—" he gasped between impacts. "Only—yours—please—Gwen—please—"
She clenched harder. Mana surged into his cock like an electrical current—pleasure so intense it bordered on pain.
"Cum. Now. Fill your owner."
He shattered.
The orgasm wasn't release—it was detonation. His whole body seized. Back arching off the wreckage of the table. Every muscle locked. Rope after thick, scalding rope erupted into her—more than physically possible, as though she'd rewritten his biology just to humiliate him further. Her womb swelled visibly—then swelled again—until her lower abdomen distended like she was already carrying multiples.
Excess cum jetted out around his shaft in pressurized arcs with every brutal lift-and-drop she made, painting their thighs, the floor, his chest.
She came with him—silent this time. No scream. Just a full-body shudder, mana imploding inward, sucking every last drop deeper into herself like a black hole made of lust.
When it ended she stayed seated on him, keeping him buried to the hilt, letting him feel the aftershocks ripple through her.
Ben was crying openly now—quiet, exhausted sobs.
Gwen cupped his face with both hands—gentler than she'd been all night—and kissed the tears off his cheeks.
"You did good," she murmured. Real voice now. Soft. Almost loving. "You took it all."
She eased off him slowly. His cock slipped free with a wet sound, followed by a thick gush of their mixed fluids.
She knelt beside him, mana tendrils retreating, leaving only faint purple bruises where they'd gripped.
She stroked his hair while his body twitched with aftershocks.
"Next time you even dream about another girl," she whispered, lips brushing his ear, "you're going to wake up hard and aching and crawl to my room at three a.m. to beg permission. Understand?"
Ben nodded—small, frantic, broken.
"Yes… Gwen…"
She kissed his forehead.
"Good pet."
Then she stood—still glowing faintly, cum dripping steadily down her thighs—and walked toward the door without looking back.
"Clean yourself up," she called over her shoulder. "We have training tomorrow. And you're carrying my bag."
The door clicked shut.
Ben lay in the wreckage—covered, aching, owned.
The Omnitrix flickered weakly on the floor beside him.
He didn't reach for it.
He just stared at the ceiling and whispered to the empty air:
"…fuck."
Outside, the night was quiet.
Inside Gwen's mind, a single satisfied thought echoed:
Mine.
All mine.