Hi there. If you don't remember me, I'm the writer of Ben 10: new experiences, which was a pretty good story according to the views and reviews. Well I'm taking a break from my hectic life to bring you a one shot of Ben and Gwen from the younger years. No, shockingly I still don't own Ben 10, but enjoy.

Ben 10: A day at the Spa

"Ben! You doofus!" screamed Gwen as she chased Ben from the back of the Rustbucket to the front.

"No!" yelled Ben in response, as he ran right next to Grandpa Max. "Not until you give me back my game you dweeb!"

Ben couldn't find his game, so he had assumed Gwen took it, and took her laptop and hid it in response.

Gwen took a running leap and pounced on Ben, forcing them both to fly into Max's chair, which caused him to lose control and run the RV off the road, Where the swerved a little before finally stopping.

"Ben! Gwen! What the heck where you two thinking? Do you see what you just caused?" After yelling that Max stormed out of the RV to see the damage they had caused.

Gwen quickly handed Ben his video game and Ben pointed to the bathroom, where he had hidden her laptop under the sink. She retrieved it and they both went outside to see if the RV was ok.

By the time they got out there they saw that grandpa Max had already lifted the RV onto a jack and was switching out one of the back tires which had popped with a spare he had gotten from the back of the RV.

After getting the spare on Grandpa walked past Gwen and Ben back onto the RV. Ben and Gwen followed. "I'm going to have to take it in to get the tire replaced now, and to see if any more damage was caused. But I've had enough of your fighting. I'm dropping you two off somewhere where I don't have to deal with you anymore."

"But grandpa, where?" whined Ben, "I don't wanna be stuck with her."

"That's too bad Ben, you're family, you're going to be together forever." responded Max. "And I don't know where I'll drop you two off. Somewhere where you won't be a burden on me." But Max knew all too well where he was going to droop them off. Somewhere he visit multiple times before, a supernatural place where they would learn to get along, or else.

"But grandpa!" whined Gwen too. "I really don't wanna be stuck with him." as she said this she stuck her tongue out at Ben.

With that they started arguing again as grandpa continued to drive.

*****************One and a half hours later.*********************

"Alright, this is where you two will stay while I get the Rustbucket fixed." announced Max as he pulled up to an old wooden building. The sign read "Old-Style Bathe and Spring"

"What's this pace?" asked Ben, being skeptic of the place already.

"It's kind of like a spa." explained grandpa as he pulled into the buildings drive and parked. There were no other cars parked, and it, along with the whole town seemed deserted.

"Grandpa this place seems scary." complained Gwen. "I don't like it."

"Well that's too bad." said Max with almost a smirk. With that they walked into the building through its two rickety old wooden doors and found themselves in a modern, polished marble lobby, with pristine white furniture, and a single white desk, decorated with gold trimming. There was a tall, slender woman with blond hair standing behind the desk.

As Max walked up, she sized him up and asked, "Just two?"

He smiled back at her and responded "Yes." after that they shared a weird sort of look, almost like one of knowing something that the children didn't; but it lasted only a second and Max turned and went to leave.

As he did this the woman called out to Ben and Gwen to follow her. At first they were hesitant, but she said again to follow her, only this time with more authority, and the kids followed.

"You first." said the woman with a heavy German accent, as she motioned to Ben. They stopped in front of a door with a blue person on it, indicative of a male room. She handed him a towel and said "You change than go out the door on the other side."

"But wait," said Ben as he took the towel, "I don't have any trunks."

The woman let out a small chuckle. "Little boy, it is a bath house. You enter spring naked." with that she turned and kept walking, with Gwen following close behind.

Ben did as he was told and walked into the room. It was just a bare room with a few benches in the middle, and lockers on both sides. He took off his shirts, pants, shoes and socks and stuck them in a locker. He than looked skeptically down at his sumo slammer boxers. He felt strange doing it but he pulled them off and stuck them in his locker too. He then wrapped the towel around his waist, covering his exposed small penis, and walked out of the room on the other side, where he found a small, empty spring. He than dropped his towel on a chair that was sitting nearby and jumped in the warm water.

Gwen continued to follow the woman until she reached the next door in the hallway, this one akin with a pink person. "Same drill?" she asked the lady with little hope. The woman nodded as Gwen took the towel. The woman than preceded to turn and walk away as Gwen entered the room.

Once in the room, Gwen looked around and saw that the room was set up the same as the men's room. She stripped herself of her blue shirt, than removed her shoes and socks. She than unbuttoned her khaki caprice and lowered them onto the ground. She than stared down at her thin, young figure, wearing nothing but a small pink training bra and white panties with little pink frills. She slowly unlatched her bra, exposing her young A-cup breasts with nipples that were immediately hardened by wind that blew from a nearby vent. She then dropped her panties and gathered up all her clothes, which she proceeded to put in a locker, before wrapping the towel around herself and walking to the door that lead to the spa area. She opened the door and walked out.

What she found was nothing but a small spring with just Ben's head bobbing in the water.

"The baths aren't separated?" Gwen nearly yelled.

"No they aren't." the German woman answered. She had somehow appeared there without Ben or Gwen noticing. Neither moved as they just stared at each other in shock and horror. "Towel." said the woman as she held out her hand to Gwen.

Gwen reluctantly handed the woman her towel and hung her head, leaving herself completely exposed to Ben who swam in the spring.

As Ben stared Gwen had just removed her towel. He had never seen a naked woman outside a porno, which he had just recently started watching. But he never expected Gwen to be the first woman he saw naked. What he felt he couldn't explain, but he couldn't help but feel his penis start to get hard as he stared at Gwen's tiny erect nipples and tight, pink slit. He immediately moved his hands to cover his crotch and hoped no one noticed his tiny six inch erection.

When Ben and Gwen turned to look at the woman again, she was gone. Gwen being entirely embarrassed, decided to do the one thing that would hide her body, and moved to get in the water. But as soon as she dipped one toe into the water-

Ben and Gwen both awoke in the pool, completely naked and unsure of what happened, and overall dazed.

"Ben are you alright?" called out Ben as he started to gain the ability to talk.

"Yea," responded Gwen, "But you sound like…and I sound like…"

That was all Gwen could choke out before finally realizing the fact that her voice, wasn't his voice. Ben for some reason sounded like Gwen, and Gwen sounded like Ben.

Ben immediately moved his hands to his crotch, being the only way he knew how to check if he was really him. He than moved his hand to his chest…or rather, her chest. As Ben felt his body, he realized, it wasn't his, it was Gwen's.

Gwen did the same from inside Ben's body, but froze in shock as she wrapped her hands around Ben's six inch erection, which was now hers.

They had switched bodies. Now Gwen was in Ben's body, and Ben in turn, resided in hers.

"Gwen? What happened?" Ben asked from inside Gwen's body.

"You switched bodies." explained the German woman who appeared from nowhere, "that's the power of this spring, of me. We make you switch bodies, so you can get a little of the other person's perspective, but if after an hour, if you don't learn and change, than the water will destroy you. And you can't leave the spring until after you learn. That's why your grandfather brought you here. He knows of this places power and has used it more than once. And now he intends for its powers to benefit you." With that the woman began to fade to dust.

"But wait!" called Ben from Gwen's body. "Why did we have to get naked?"

"You didn't." responded the woman as the last of her dissipated, "that was just for my personal enjoyment."

"What the heck does that mean?" yelled Gwen.

"Looks like we don't get any more answers." said Ben as the two floated next to each other, unsure of how to react or what to say.

Finally Gwen broke the silence. "Well all we have to do is show her that we changed a little bit. So let's just do something that will make her think we have."

"Well how do we do that?" asked Ben as his hands moved to cover his body out of habit.

"Think, what does Grandpa always make us do when we fight? And stop touching my body."

"Sorry, it just feels weird," said Ben as he kept one hand over his vagina, and the other over the nipples that were now slightly hard from being in the water on his breasts. "And I don't know."

"He always makes us hug!" explained Gwen, as she realized that she was having the same unconscious muscle movement as Ben; her hands were holding on to the little penis she now had. "So all we should have to do is hug."

"Well lets try it." said Ben as he uncovered his female body and pressed up against his old body. Gwen let go of her penis and wrapped her arms around Ben in her old body. And they wanted with bodies pressed together…

But nothing happened. Finally Gwen couldn't take it and pushed away.

"Dang, it didn't work." She said as she pushed her hand over her penis again, only this time it was more obvious to Ben as he saw her struggling to push it down.

Ben couldn't help but chuckle a little. "Let me see."

"No." insisted Gwen, feeling insecure.

"It's my body, I understand it better."

Not being able to dispute Ben's logic, Gwen moved her hands showing Ben her cock. Ben couldn't help but chuckle again.

"You've got an erection Gwen. That means you're turned on and horny."

Gwen got a deep blush as Ben explained and she immediately went back to covering it up. "How do I get rid of it?" Her face growing redder as she asked.

"You have to cum…" explained Ben.

"And how do I do that?" asked Gwen. The only thing she knew of any of this was what she saw when she accidentally found her fathers porn stash on the family computer. And her parents caught her looking at that before she could even learn anything, which resulted in her being sent on the summer trip with her grandfather and Ben.

"You have to jack off." said Ben, "Here, let me show you." with that Ben wrapped his hands around his own cock and began moving up and down the shaft. Gwen started to moan from inside Ben's body.

"Ahh, Ben that feels good."

Ben didn't know why, but the sound turned him on, he liked the sound of his cousin moaning. So he started to move his hands up and down faster, jacking Gwen off.

Gwen looked over and saw a look of yearning in her old eyes, in Ben's eyes. So she moved her hands to Ben's female body, one hand on a breast and the other on the clit and began rubbing, causing Ben to moan.

"Wha..what are you doing Gwen?"

"I can tell you want this too, and I know how to make you cum, like you know how to make me cum. So we'll help each other out." With that Gwen inserted a finger into Ben's pussy making him yelp in surprised pleasure, which in turn, turned Gwen on more.

Neither could resist in their state of heightened sexual feelings, and they pressed their lips together and began making out intensely, sliding tongues deep into each other's mouth, exploring them fully as they push their bodies together.

Ben stopped rubbing Gwen's cock and said "Gwen, I know another way to make you cum.."

"How?" asked Gwen.

"We could have sex." said Ben as he pushed Gwen's penis against the opening on his tight, pink slit. Gwen immediately thrusted up, forcing her tiny erection into Ben's tight vagina and began slowly moving it in and out as she caressed her cousin's tiny breasts and squeezed the nipples lightly.

Ben let out soft moans as he road his cousins cock. He placed his hands on Gwen's shoulders and begins pushing up and forcing himself down, making Gwen fuck him harder, which makes them both pant harder and moan louder. Gwen starts squeezing Ben's nipples harder than begins sucking on his tits as she fucks him faster, forcing her cock in him deeper with each thrust.

"Ugh. UGH!" moaned Gwen from Ben's body, "I'm gunna cum!" she yells as she lets off a hot load into her old body. Ben, too orgasms. They both wrap their arms around each other and close their eyes from exhaustion.

Gwen opens her eyes and notices she's laying on top of Ben naked on land.

"Ben, wake up! We're out of the water." she than looks down and sees her tiny boobs attached to herself and a pussy with a small cock inside it. "And we're in our own bodies!"

Ben slowly opens his eyes and smiles. "Yay." he says unenthusiastically as he wraps his arms around Gwen and pulls her into a kiss. They begin to make out and Gwen feels Ben's dick hardening in her pussy. She sits up and begins rubbing her nipples and playing with her breasts as she slowly starts moving up and down on Ben's cock, letting out moans as she does. she than grabs Ben's hands and puts one on her clit as has him rub oit as she rubs her tits. They both pant and moan as Gwen moves up and down on Ben's cock, until finally Gwen starts moaning hard and rapidly and pulls Ben's dick out of her pussy and begins violently rubbing her clit until she starts squirting off cum all over Ben's naked body, which in turn causes Ben to shot off onto his cousin.

"There Ben, I came." says Gwen.

Grandpa pulled up to the spa and saw Ben and Gwen sitting out front of it, fully dressed, talking and laughing. Looks like it worked, he thought to himself. He just had no idea how well.