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As the Rust Bucket rolled into town Ben had just timed out, Slipping inside he found Gwen still in her Lucky Girl outfit, now seated at her computer filing her nails.

“You are such a girl Gwen,” he teased.

Pausing a moment she looked over at him, absently scratching her ear, “I'd rather be a girl then a stupid, immature boy like you Ben.”

“I am not immature!” he shouted, crossing his arms over his chest.

“Yerowch!” Gwen suddenly scratched, her voice like the screech of a cat or nails on a chalkboard as she leaps out of the seat.

“Not funny Ben,” she accused as she began to rub her butt.

“What did I do?” He feigned innocence.

“You slipped a tack behind me,” She accused.

“Did not!” he protested as Max came over to break up the fight, “OK simmer down you two.”

“But Ben,” Gwen protested, but her protests were cut short as a moment later a long and sinuous orange furred tail erupted from the seat of Gwen's tights. The boys were struck speechless. As Gwen took the tail in hand.

“What...What's going on?” her voice cracking.

Charm caster's laugh echoed in the Rust Bucket as the eye holes of Gwen's mask glowed for a moment. Ben was on his feet in a instant, tearing the object from his cousin's face, a moment later he released his grip as if shocked, but the mask did not fall, instead it hovered in the air, the ghostly visage of Charm caster appearing before them, the mask on her face. The Apparition casually removed the mask, holding it on one hand as she laughed.

“This is for all you have done to me Lucky Girl, enjoy the rest of you 9 lives, as a pet!”

And just like that the apparition was gone, the mask falling to the ground.

Gwen arched her back letting out a pained yowl as her slippers tore revealing large 3 toed paws. Gwen Leached forward as she lifted up onto her toes, her tights fraying and tearing past her knees as white and then orange fur and changing legs rushed up, her tail lashing about wildly kept the boys busy. As the fur vanished from sight under the body suit Gwen let out another yowl as the fabric ore around her midsection as a burning sensation in her chest rode on the heels of the orange and white fur rushing up her exposed midsection as her chest swelled with delicate, petite breasts under the fabric. As the fabric tore around her elbows more fur was revealed as her fingers plumped out into paws, sharp white claws digging into the counter tops of the Rust bucket as Max and Gwen tried to fight of the lashing tail. Their gaze now drawn to Gwen's face as her nose grew dark and her face pushed out, her ears growing large and wide as they changed shape. It didn't need to be said, it was obvious what Gwen was being turned into. And in a few moment it was over, and the new Cat girl, her body covered in orange fur with white around her mouth, chest, hands and feet dropped to her new paws growling.

“G-Gwen?” Ben squeaked out as he reached out his hand cautiously to her.

Gwen lunged, growling and hissing.

“Ben Look out,” Max called as he scrambled backward to give Ben room to move.

But it was to little to late, Lucky Girl had Ben pinned, the creature licking her lips she her slitted eyes peered into Ben's hungrily.

“G-Gwen, fight this, your better then this,” Ben's voice was cracking, tears streaking his face.

“Myow?” The creature said suddenly its expression turning from one of rage to confusion as she bent in closer, licking the salty tears.

“Destroy him!” Charm caster's voice echoed in the room as Lucky Girl reared up on her hind paws, holding her head n pain. She made a quick glance to the door then back to Max and Ben and bolted out into the city.

Ben scrambled to his feet, “Hold up Gwen,” he yelled as he ran after her, “I'm coming Gwen.”
and now that the story is revealed i shall reveal the picture that inspired me to do this one

Warse-no-Miko Featured By Owner Oct 18, 2009
Me: Hi there, I think someone stole your fic and posted it on fanfiction dot net: [link] but because people don't always use the same usernames everywhere I wanted to ask first before I report it.
NekoLLX Featured By Owner Oct 18, 2009  Student Filmographer
nope that isn't me thanks
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Submitted on
September 14, 2008
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