* Warning: I changed this fic's rating to M because I decided to put a sex scene in this chapter. Please, if this type of material offends you or if you are too young to read something like this, SKIP this scene (there is a bold warning "Explicit Scene" at the beginning of the scene, and another warning "End of Explicit Scene" at the end of the scene). I don't trust my ability to write this kind of thing, but I've decided to risk it here because it makes sense in the context of the story

When Ben woke up, he found himself lying on the couch with Gwen standing beside him.

"Did I hurt you?" Gwen asked, a visibly worried expression on her face.

"Just my feelings," Ben said, telling the truth in a joking tone. He really hadn't felt any pain when Gwen put him to sleep. But he was actually hurt that she had tricked him, luring him in with a loving gesture only to knock him out, "What you did is something I'd expect from Charmcaster, not from you."

"I'm sorry, Ben," Gwen said, now with a guilty expression on her face, "I had to make sure you wouldn't interfere. If I had left you awake, you could turn into XLR8 and take the Omnitrix off my hands in the blink of an eye. Or you could've called the hospital, and told them not to let me take Kenny. I had to put you to sleep, and I only had two options: either I'd fight you, or I'd trick you. And I didn't want to fight."

"Where's Kenny?" Ben asked, and he wasn't sure what answer would be worse.

"He's sleeping in his room. Come and see him," Gwen said, in an apathetic tone, showing that although she was accepting the situation, clearly she wasn't happy about it.

Ben was already guessing what he was about to see, but that didn't make the moment any less painful.

At first glance, Kenny appeared to have three arms - two on one side and one on the other - but Ben realized that there were actually four. On the right side, the upper arm was Cannonbolt's and the lower arm was Upgrade's. On the left side, the upper arm was Diamondhead's, but there was also a very small arm below, which was Grey Matter's. Kenny's legs were XLR8's. His hip and abdomen were similar to a tree trunk, clearly from Wildvine, while the chest was a red metallic structure with water tubes around it - Overflow's - and with the Omnitrix plate in the center. He had Stinkfly's wings on his back, and his face had Benwolf's lupine features.

Ben sank to his knees and cried.

"I won't lie and say Kenny is still beautiful like he was before, but I can honestly say that my love for him is still the same as it was before," Gwen said, determined, "I understand that you didn't want this, and I'll admit that I acted behind your back. So if you don't want to raise him with me, you don't have to. I'll find a way to raise Kenny by myself and you can just forget about us."

Ben wiped the tears from his eyes and looked at Gwen in shock, "How can you say that? I would never leave you and Kenny. I love you both."

Gwen smiled at Ben with a real and genuine smile.

Kenny briefly opened his eyes in his sleep, and Ben realized that one thing remained exactly the way it was before. He still had the beautiful emerald green eyes inherited from his parents.

"We should let him sleep." Gwen pulled Ben by the arm.

Sitting on the bed in their bedroom, Ben told Gwen, "I'm still upset with you because of what you did. I know first-hand what it's like to get stuck in weird alien forms because of malfunctions in the Omnitrix, and I already faced Kevin at his worst mutations. I know this solution is too painful. But what is done, is done. And I promise to be with you and Kenny, always."

"Thank you, Ben," Gwen said, now with a mischievous grin, "Maybe I can do something to make you less upset with me ..." And then she began to cover him with kisses on his neck, cheek and mouth.

Ben really wanted to show Gwen that he was upset with her. But resisting affection from beautiful green-eyed redheads had never been his strength, "You won't put me to sleep this time?" He asked, loosening her hair from the ponytail.

"Wait and see." She kissed him passionately on the mouth, and he kissed her back.


With a sense of urgency, the couple stripped each other's clothes off and let their hands explore their naked bodies as they continued locked in that warm kiss.

After the kiss, Ben started rubbing his erection on Gwen's legs, as if he were trying to find her lady parts in an act of foreplay, "I'm looking for my cousin's house. It's a place all red and tight, do you know where it is?"

"I think you're getting close, just keep looking," Gwen replied with a giggle.

He planned to play more with her, but he was already too aroused - the weeks of abstinence that both had went through had taken their toll on him - so he went straight to the point. In a swift movement, he pulled Gwen's legs apart and penetrated her, "Aww, I've already found it."

"AAAAAW," Gwen let out a loud moan of surprise in response.

Ben began a rhythmic movement, thrusting in and out of her, and muffled her moans taking her lips in his.

Ben could feel Gwen's breasts squeezed against his chest, and he felt a desire to suck on them too. She was still full of milk, but that was no problem for Ben, quite the opposite. He honestly didn't know if it was like that with all women, or just with Sorceresses, or just with Gwen, but her milk was the sweetest and most amazing drink he'd ever had in his entire life.

Ben positioned himself so that he could penetrate Gwen and suck on her breasts at the same time. His beard tickled her, and he knew she liked it. He was taking turns sucking on one breast and then on the other as the thrusts grew more and more intense. Gwen began to moan with pleasure louder and louder as she ran her hands through his brown hair.

Realizing that he was about to reach his climax, Ben suckled hard at her breast, taking in a big amount of milk, and at the same time he buried his rod all the way inside Gwen, releasing his own "milk" deep into her.

"BEEEEEEEEEN!" Gwen screamed also reaching her climax. Both were overwhelmed by an intense wave of bliss.


When Ben went to sleep, he was no longer upset with Gwen.

Everything was burning around him.

Ben rushed towards Gwen, fallen on the ground, and tried to wake her, but in vain.

She was already dead.

"My mother deserved this, for dooming me to live as a monster hated by everyone!" Ken's furious voice was heard.

"How could you, Ken?!" Ben, with tears in his eyes, turned to face his monstrous son - now an adult.

"Don't worry, Dad, very soon you'll join Mom too," Ken said, turning his Diamondhead's arm into a sharp stake, "You're the one responsible for all of this. If you had asked Azmuth to take the Omnitrix off your wrist years ago and give it to someone else, all would have been different! But nooooo, you were having too much fun playing hero to ever consider stopping. You killed Vilgax and enjoyed all the glory of being 'the man who saved the world' while I paid the price!"

Ken charged towards Ben to strike him.

Ben, heartbroken, used the Omnitrix to turn into Upgrade. Upgrade jumped on Ken, and merged with his Omnitrix to turn it off. Ken reverted back to his human form and the dormant virus inside his body claimed his life within seconds.

Upgrade jumped out of Ken's Omnitrix and turned back into Ben.

Gwen and Ken were dead. His family. The people he loved the most in the world. Ben had failed them.

The hero sank to his knees and cried, "No, no, no..."

Everything was burning around him, and the flames were about to reach him, but he didn't care.

"Ben, wake up!" Gwen shook him.

Ben finally woke up from his nightmare.

"You were shaking and shivering," Gwen said worriedly.

"Ken ..." Ben said, breathing heavily, "I have to do something for him before it's too late."

"We're going to do something for him, Ben," Gwen said, caressing his chest, "We're going to love Kenny and show him he'll never be alone."

"I have to cure him, it's the only way," Ben said, his heart pounding, "As soon as he's cured, I can just turn him back to normal."

"Ben, we've tried everything and everyone, and not even Azmuth has been able to find a cure for the virus..." Gwen said, worried about Ben's idea.

"The way you're talking, it seems like you don't want me to try to heal Kenny!" Ben said, surprised.

"Of course, I would be very happy if you found a cure for our son, but ..." Gwen bit her lip and was silent for a few moments, "I think this virus is incurable, and I think it's better for us to focus on being good parents for Kenny in his condition than wasting time trying to find a cure that doesn't exist."

"I can't accept that, Gwen. What happened to Ken is my fault. I made him a target. I have to fix it," Ben said, in a desperate tone. He hated himself at that moment.

Gwen caressed his face, "Don't do this to yourself, love. This is not your fault. The Vilgax worshipers, they are the only ones responsible for what happened to Ken."

"I won't forget them. Besides finding a cure for our son, I'll go after the Vilgax worshipers too. And I'm going to kill every last one of them," Ben said in a somber tone.

* Sorry for the short chapter, but in my mind, it made sense to stop here. Probably this will only have two more chapters.