A flash of light fell from the sky and an unidentified object crashed in the middle of Gotham Stadium.

It was an ordinary night for Ben Tennyson, or as ordinary as it could be for a kid who could transform into ten different aliens with the help of the Omnitrix, a device on his wrist. He was feeling quite bored.

As he sat in the Rust Bucket, Gwen was engrossed in a mystical book. They had just arrived in Gotham City, and Grandpa Max was searching for a place to park the RV for the night.

"Stay sharp while we're here. Gotham has many tourist attractions, but it's best not to be alone at night. This city is notorious for its high crime rates," Max advised.

"Don't worry, Grandpa. I'll make sure Ben stays out of trouble, as usual," Gwen added.

Suddenly, a bright flash illuminated the sky. A UFO crashed down, hidden by the tall walls of Gotham Stadium. The impact caused the Rust Bucket to vibrate, and Max swerved to keep it from spinning out.

_"What was that?" _Gwen asked, closing her book and approaching Max.

"It looks like a crashed spaceship," Max sighed, glancing at Ben.

"You know what to do. Check it out. We'll be right behind you. And Ben... be careful. If it's too much to handle, wait for us. Don't be reckless."

"Reckless? Me?"

Ben laughed, selecting XLR8 on the Omnitrix. In a flash of light, he transformed into the speedy alien and took off into the night.

Within a minute, Ben arrived at Gotham Stadium and found the UFO. He knew he had to act fast before anyone got hurt.

In the center of the field, a burning crater housed an alien shuttle. As the door opened, a tall, human-like woman with dark hair and glowing green eyes emerged. She floated off the ground and surveyed her surroundings with disdain.

"Pathetic. I can't believe Koriand'r chose this primitive planet as her sanctuary," the alien scoffed.

Ben approached cautiously, surprised by the woman's human-like appearance. He decided to confront her, expecting a quick resolution. As he neared, Blackfire unleashed a series of blackbolts, trying to disorient him.

"A Kineceleran? You're quite far from home, aren't you?"

Blackfire said, her tone disarming.

"Do you happen to know where I can find a rogue Tamaranean named Koriand'r?"

"I don't even know what a Tamaranean is," Ben replied.

"Is she a criminal? Is that why you're looking for her?"

Blackfire scoffed, "You haven't heard of Tamaran? What kind of backwater planet is this?"

"The fugitive I am after is similar to myself except with with brighter red hair. And yes, she's a criminal that has fled my people's custody and taken refuge on this world."

"I haven't seen anyone like that," Ben said. "This world is called Earth. You should leave before you're discovered. Most humans aren't accustomed to aliens."

Blackfire laughed, "Earth, huh? I'm not afraid of these feeble humans. Besides, you seem to be getting along just fine, Kineceleran. What is a being of your race doing on Earth anyway?"

"Just hanging out and trying to keep humans safe from anyone who might throw fireballs. So, like I said, you should leave quickly. Or I'll make you leave."

Blackfire burst with laughter.

"Are you serious? You're protecting these useless meat sacks?"

The princess rolled her eyes.

"Amusing. My plan if I couldn't locate her immediately was to start slaughtering these insignificant insects one by one until my dear sister reared her cowardly head."

She clenched her fist, the dark energy forming around her hand.

"But I suppose you'll have to do as a warmup."

She zipped through the air, lashing her arms at the Kineceleran. She hurled a flurry of blackbolts his way, anticipating his evasive maneuvers. Ben was was getting pretty good at dodging attacks. Constantly battling aliens would do that to a person.

In his XLR8 form, he was even better, able to move and perceive the world around him almost faster than most people could blink their eyes, faster than most aliens could react too. Blackfire though... she seemed to know exactly where he was going to try and dodge, her energy bolts coming so close that he could feel the heat all over his body.

Worse, he couldn't get close enough to actually attack. He needed to stop her. She wanted to kill people, and Ben couldn't let that happen. He needed to find a chance to change forms, change tactics- but he didn't have any cover in the middle of this stadium, and the bolts were flying too quickly for him to race to cover-one of the bolts struck him, sending him flying.

“Hahahaha!”

Blackfire cackled.

She swept in closer, charging up another blackbolt with one hand. She reached for the Kineceleran through the smoke with her other. Grabbing him, she ascended, holding him high up in the air. She furrowed her brows as she flew out of the smoke. Blackfire realized she wasn’t holding the Kineceleran anymore, but a human boy.

“What?! Where did you—“

Komand’r’s gaze darted around the stadium. The creature she was fighting nowhere in sight.

“You… you’re a shapeshifter of some kind?”

She studied him closely, her eyes pulsating a menacing green shade.

“That device? It’s not of your world!”

Her eyes glowed brighter. She reeled her other hand back, the blackbolt in her hand gleaming with power.

“Where did you get it? Tell me!”

"F...found it in a cereal box."

Ben wheezed. That energy bolt had knocked the wind from him. And now this alien lady was holding the hand with the Omnitrix. Not good. If she was holding that arm then he wouldn't be able to change to another alien! He tried hitting her arm. He might as well have been punching a steel statue. He needed to... do something. Anything? He had the ability to change into ten different aliens and he still couldn't do anything because he couldn't reach a dial!

“You think this is a joke, human?!”

Blackfire frowned, release her grip on his shirt and holding him by his watch. She attempted to pry it off but it was no use. The damn thing was fused to his skin!

“Do it again. Change. Transform!”

She demanded, enthralled by the highly advanced piece of tech the boy was attached to. Angrily, she let gravity take him. She watched patiently as he plummeted toward the earth. Either he’d change again, showing her how the technology worked to save his own life, or she’d harvest the watch from his cold corpse.

The Omnitrix made an odd noise, the image of a new alien appearing on the dial. Ben was falling very very quickly, but he thankfully had enough presence of mind to activate the Omnitrix. He wasn't sure what alien was selected, but it was a good bet that it would be more durable against falling than his normal human body. His hand hit the dial, and there was the familiar bright flash. Only... there was also something different this time. Something new.

Blackfire folded her arms, carelessly watching the boy plummet to his ****. However, it seemed that he mustered some resolve and managed to activate his watch again. In a blinding flash of green, the boy was no more.

Ben was encapsulated in the vibrant, pulsating light of the Omnitrix. In a blink of an eye, he was no longer free-falling but floating in the air. Confused, he glanced at his new form, noticing immediately that he was no longer male, but female.

His outfit was needlessly revealing, the black and white top only barely covering his shoulders and cutting off above his new, bountiful rack. He blushed, a curious hand prodding the supple flesh as if to test if it was even real. His orange face flushed with embarrassment as strange feelings coursed through his body. The only things keeping his chest from being fully exposed were the two white tape-like bands that curved around from his back and under his arms, latching over his nipples to preserve some semblance of modesty. His triceps were adorned with futuristic white bracers. His flat crotch was only covered by a tiny black thong-looking garment, though it felt like it was made of the same material as the rest of his scanty suit. His now long legs and thickened thighs were crammed into a pair of white high heeled thigh highs.

"W-woah!"

Ben glanced down, his eyes widening at the sight of his now large chest. The experience of suddenly having breasts was jarring, to say the least. Glancing down, he could see an amount of exposed skin that would have made Gwen slap him if she ever caught him looking at it!

"This is... abnormal," he said, surprised, looking at his chest and then back at Blackfire, a faint blush rising on his alien orange cheeks. Hearing a soft, feminine soprano exiting his lips.

"My... my voice appears to have been altered as well..."

Not only that, but his speech patterns too. He ran his hands through his long, fiery red hair that cascaded down to his back.

Having just arrived from down below, Gwen watched the sudden green flash in shock and awe.

"Ben?" she said uncertainly, her eyes darting over his new look.

Simultaneously, Blackfire's eyes widened in surprise, and then narrowed in anger.

"K-Koriand'r?" she stuttered out, her fists clenching at her sides.

"I... I don't know how this happened," Ben admitted, his voice now feminine, much to his own surprise.

"The Omnitrix is behaving strangely, cousin Gwen!"

"You turned into Starfire!"

Gwen chimed in, her astonishment giving way to excitement.

Blackfire, however, was far from pleased.

Komand’r raised a brow at what she saw.

“K-Koriand’r? But… But how?!”

Blackfire snarled.

“You’re not my sister! You’re not even a female! Explain this trickery!”

"Wait... Starfire...?"

Ben gave himself another once over. He wasn't able to tell at first but now that Gwen mentioned it, the costume seemed very similar to the one that alien on the Titans wore. Except hers was violet.

"Your sister is Starfire...?"

"Yes, that is what you heathens have taken to calling her here. And now you mock me by wearing her face, shapeshifter!"

Kom's eyes glowed a menacing emerald.

"She's not a criminal! Starfire is a superhero!"

"A super... hero? Enough nonsense! Where did you get that device! Answer me, pretender!”

Blackfire lobbed a barrage of blackbolts at the imposter.

Springing into action, he ascended into the sky with an uncanny grace, evading the onslaught of blackbolts that seemed to sear the very air around him. The bolts exploded in brilliant flashes of energy, illuminating the darkness of the night. Yet not a single one grazed Ben's new form.

"Round two," Ben declared in an alien, yet still determined voice. His emerald eyes, now sparkling with a radiant inner light, held a steely resolve. The eerie glow cast an ethereal radiance around him, painting a mesmerizing image against the stark backdrop of Gotham's night sky.

"Impossible!"

Blackfire seethed, her intense glare fixated on the transformed Ben. Her onslaught of energy bolts eased, realization setting in that he was eluding her **** with a swiftness she hadn't expected from this alien form.

"You may possess my sister's form, but you lack her finesse!"

Deciding to take control, Blackfire surged forward like a bullet, her body radiating intense energy. She swarmed over her target, launching a flurry of strikes at the interloper. Suddenly, she gripped him by the torso and propelled them both through the stadium walls, brick and mortar erupting in clouds of dust around them.

As the impending impacts loomed, Ben braced himself, expecting the white-hot stab of pain. However, when the world around him exploded into debris and dust, the pain was there but... surprisingly bearable. This new form had a resilience he'd underestimated.

Still in Blackfire's grasp, he retaliated, throwing punches of his own as she continued to thrust him backwards. His attacks barely seemed to faze her. He decided to stop pulling punches; after all, this alien princess appeared every bit as durable as he felt in this new form.

Blackfire raged, burning with same the fury and hatred she had for Koriand’r. She slammed Benfire into the stadium’s food court.

“You may not be my sister but incinerating you will suffice for now!”

The tyrannical princess loomed over her false sister. Menacing emerald light glowing in her palms. She dragged her wrists downward, unleashing one massive singular blackbolt.

Propelling himself in a direction that was upwards from his currently prone position but effectively sideways considering the usual plane of reference, Ben dodged the incoming bolt. The energy projectile obliterated a considerable area of the food court behind him. The tantalizing scent of sizzling fast food quickly replaced by the acrid smell of destruction.

"Komand'r!"

Ben's voice rang out, albeit in a distinctly feminine tone. Confidence was seeping back into his words, despite the unfamiliarity of the new voice.

"What did that yogurt shop ever do to you?"

He could feel the corners of his lips turning upwards in a smirk, his initial shock of the transformation fading into the background. He was in his element now - smack in the middle of a high stakes, heart-thumping alien brawl.

"You insolent boy! I'll make you suffer!"

Blackfire sneered, tearing a support beam from the flooring and swinging at at Benfire like a baseball bat.

Blackfire snarled, her eyes glinting dangerously. She gripped a steel support beam, yanking it from the structure with an unnatural ease. With a swift, practiced motion, she wielded it as one would a baseball bat, targeting Benfire.

Ben attempted to soar out of the way, but a split-second's indecision was all it took for the beam to slam squarely into his chest. The expected pain of fractured bones didn't follow though. Instead, a sharp sting radiated from... his newly acquired chest. He firmly squashed any thoughts about the strange sensation.

Brushing off the brief pain, he shot towards Blackfire like a bullet, his arms wrapping around her waist. With her in his grasp, he ascended rapidly, the ground quickly falling away beneath them.

While in close proximity to her opponent, Blackfire seized the opportunity to unleash a massive blackbolt at Benfire at point blank range, sending him flying back. Once her enemy was off of her, she dusted herself off and growled.

"I don't have time for this, you human freak! I have to find my sister!"

She frowned, deciding this encounter was ultimately a waste of time.

"This isn't over!"

Blackfire bolted across the sky, quickly fleeing the scene.

"Whoa, talk about being unsportsmanlike!"

Ben muttered to himself as he watched Blackfire's retreating figure streak away. The rational part of his brain knew he should give chase, stop her before she wreaked more havoc. But the truth was, he was weary. And eager to return to his own body. Blackfire would have to wait until he figured out what was going on.

He glanced at his wrist, expecting the Omnitrix to have disappeared post-transformation as it usually did. But to his surprise, it was still there, its face gleaming in the faint light. Odd.

Before he could ponder it further, a familiar voice caught his attention. He turned to find Gwen approaching, her eyes wide with shock as she took in his new appearance. Her pace slowed as she drew closer, her gaze sweeping over him, taking in the change.

"Ben?" she asked, her tone full of disbelief.

"Is that really you?"

Her gaze lingered on his chest, a faint blush spreading across her cheeks.

"You're... Starfire?!"

Her voice was a pitch higher than usual, a clear indication of her shock.

Ben scratched the back of his head awkwardly, not really knowing how to respond. He glanced down at his own... chest.

"Yeah, looks like it. And believe me, it's much weirder for me than it is for you..."