Out of the emerald flash, everyone was bewildered, standing in Beverly's place was a six foot tall female anthropomorphic reptile. It had pale green skin, dark green hair, emerald green eyes and a long tail. But he most noticeable feature on her was the numerous symbols throughout her body.

This reptile was Ben, or rather Beverly's, Omnisapien form of the female variant. "What the?! Who the heck are you?" Billy asked, "sad you don't recognize me buck boy" she taunted before jumping up to him and after punches his robot with Armadrillo's fist. He staggered back before shaking it off, "why are you so strong?!" He then fired several missiles at Omni.

Only for the lizard woman to grow Astrodactyl's jet pack and hover in front of hem while blasting the projectiles with green eye beams. "Seriously? You don't know who I am?" She asked coyly before flying right into his mech. She pushed it back with little effort making Billy angry, he then raised his armor's arm and attempted to strike her on the back. Bev grew Eye Guy's eyes on her back and fired holding the arm away.

"Dammit!" She grunted before flying away making the mech hit itself in the head, "circling around Omni had Chromastone's left arm and was aiming at the cockpit. "Let's see how you like an ultraviolet energy blast!" She said before shooting a bowling ball sized beam of energy at Billy's robot. Only it moved and instead of getting the cockpit she hit the right leg.

thought at the speed it was moving it's equivalent to a sniper rifle, "what the heck?!" He yelled trying to get the leg to work again. "How is it you have Tennyson's powers?" The twerp demanded making the girl sigh in annoyance. "Seriously, I have his powers, I know his skills, I literally turned into an Omnisapien" Bev had said.

"What are you saying your?!" He didn't get to finish as she grew to Humungosaur's size and tackled his left leg making him fall. Bev looked down at him as he panicked and tried to get his machine to work once more, "what's wrong, can't move?" She said. That's when Billy smirked and hit a button, his mech's arm then rose again. Looking up Beverly saw and muttered something "oh crud..." the limb then came down and landed on her.

Thinking he won Billy raised the arm and saw her smashed into the sand, though remarkably unscathed. "Well... that hurt..." Bev said getting up before he the arm went for another slam, "oh sh-?!" She blocked in time and caught the arm before it could get her in the head. "Now look at what we have here" in the rich kid said gloating but before he could continue orange blasts got him in the head. "Bev don't worry we're coming!" Gwen yelled as she threw some mana bolts at the mecha.

She then threw Kevin above it as he absorbed some stone and slammed down on the machine with near penetrating force. "Hey watch it! Don't you know how much it costs to make this thing?!" Billy yelled. He activated the missile launchers again only for them not to respond, looking at the back we see Rook using the grappling hook of his Proto-tool to snare and hold the thing closed.

"Thanks guys!" Bev said before lifting the arm higher, "Hey stay down!" Billy said as he tried to force the other arm to crush her which came up from under. Omni was now in a tight spot, having both her top and bottom sides pushing at her with enough strength to crush a car. "Come on,.. oh wait!" She then let the hands go and they clashed together making Billy smirk and the others gasp. When he separated the arms she was no where in sight, not even splattered on the sides "hey where did she?!! AAHH?!?!" The robot was then pinched right in the head. And got another to the side, with that Beverly revealed herself in front of him now looking transparent.

"Ectonurite intangibility and invisibility comes in handy" she said before uppercutting the machine sending it flying up before falling back down. "So does the combined strength of a Vaxesaurian, Tetramand, Talapaedan and Appoplexian" she added, Beverly then flew towards him and gave his robot a hay maker.

And right after had grown to Way Big's height and size "now let's try a little Mono E mono" she said slyly cracking her fists. Billy's robot got up and attempted to strike at Bev only to have the alien block the fist and grab its head and knee it in the face. Then right after Omni had kicked it away  and drop kicked the machine in the abdomen making it fly back, "dang, who is this crazy girl?" Billy asked.

Then looked around noticing she disappeared, "hey where'd she go?!", three large tentacles then popped out from the water and snagged the robot and pulled him in. Under the surface Bev was seen with her right arm as the tentacles as they returned to their normal form. The lizard girl's tail and legs had shifted into a Rip Jaws's fish tail before swimming around the robot forming a whirl pool.

Back above the surface Ben's female counterpart had nailed the robot again sending him back to the beach at normal height as she flew over to the machine. "Who are you?!" Billy yelled as he got to his feet, "that's none of your business!" Beverly yelled before pushing he robot back. Inside he Cockpit Billy was panicking knowing he was no match for this chick. That was until he found out who "she" really was "oh I see now" he then grabbed her with his Mech's arm.

"People of Bellwood, see this alien, doesn't it look familiar?" He asked holding Omni for all to see. A few people gasped hoping she wouldn't get hurt, that was until Jimmy had come up, "Hey that looks kinda like Ben's new alien" he said. The girl flinches, "yes, and looking at her chest..." realizing what he had just said he spoke once more while blushing. "Or the badge on her chest, what do you see" he added.

"Hey that's the device Ben 10 uses, the Omnitrix!" Another one said, this one being a Tetramand girl who was also competing in the pageant. "Exactly, because!" He was cut off when Bev let out a powerful sonic shriek at him, making the Mech suit short circuit. "Wait, Ben disappearing, this new girl living in Bellwood, and the fact she's been wearing the similar clothes like him" unfortunately the fanboy pieces it together. "Wait, Ben is that..." Gwen then covered his mouth, "can we talk about this later? I'm kinda trying to save your lives here!" Omni yelled before landing.

"When I'm done with you they won't be able to tell if it's your skull or your pelvis during the autopsy!" Tennyson yelled charging at him. "Oh there is no way in hell am I going to be beaten by a Tennyson again, especially a girl no less!" The spoiled brat said as his mech raised its leg high. That had caught Bev's attention and not in a good way "What did you just say?!" She asked, right before the robot's leg came down on her.

"Hah, I finally Beat Ben 10" he said smugly, as expected a dozen or so people had... a lot of expressions showing mixed feelings. Those between mortified of what they had been thinking of the hero's female persona and of shock because of the persona. However Billy's so called "victory" was short lived as a sound was heard beneath the machine's leg. With a loud boom, multiple actually, Omni had revealed herself bashing out the sides of the leg with several fast moving punches destroying the armor. With the odd repeated battle cry of the word "ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA!!!!!!!!!"

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The kid looking man had a shocked and terrified look on his face seeing the heroine survived his stomp, and the terrified part because of the look on her face. This was pure unadulterated and unrestrained rage of an angry female, and this is the worst kind. Kevin was more bewildered at what his friend was doing "woah, how's Bev moving so fast?" He asked completely confused. "I'd say the combined speed of XLR8 and Fasttrack mixed with the combined strength of Four Arms, Humungosaur, Armadrillo, Rath and Atomix" Gwen guessed.

"You think it's humiliating to get beaten by a girl!!! TRY HAVIG YOUR MANHOOD STOLEN AWAY FOR WEEKS ON END!!!" She yelled before escaping the limb. "being beaten by a girl is the last thing you're gonna want to worry about, because let's just say in this body I'm gonna beat you into next week you little twerp!" Beverly then repeatedly did the same ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA ARA!!! Thing.

Only this time she aimed for the head to break into the cockpit where Billy was, and the terrified face he had was priceless. Once she was through Omni had a wicked on her reptilian face.

"I'm in trouble aren't I?" He asked before the girl had grabbed him by his shirt "oh undoubtedly" she said before tossing him out for Gwen to catch. "Now to get rid of this thing" she added before grabbing the robot's hand, "here goes!" She said before dragging it around in circles. Then began spinning around like that G-force simulator they use at NASA to train astronauts. Kind like when he went Four Arms at 10 and spun that mammoth around (skip to last part)

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Again both Rook and Kevin were surprised "has Ben always been this strong?" The Revohnnagander asked. "Nope, maybe it has to do with becoming Female" Gwen said making the two look to her, "what?" She sighed. "Actually Gwen isn't far off, as you said during the Looma incident Rook, Tetramand females are often stronger than males. That trait must've passed over to Omni so every one of his powers is superior had Ben been born a girl" Max said.

Bev then released he robot and sent it flying into the air "time to try out that new move" Omni's hand then grew to a massive size and after turned into Armadrillo's drill with a large aura of atomix's energy surrounding it. Then flew into the mech and bored right through the sucker putting a clean hole right in its center. "I don't know why but I feel like I've seen it before" Beverly commented falling back down to earth, then hid and turned back to human.

"Too late to hide cousin" he heard Gwen say, then saw everyone on the beach stare at him/her waiting for an explanation. "Oh man..." she groaned, after doing an interview with Jimmy Bev had revealed how she came to be like this.

After finishing it up and waiting for the reviews to stab through Ben's pride Gwen had showed that it had... surprisingly caused some good publicity for Ben. With he occasional teasing about how he was a girl but most of the time the comments ranged from how girls were happy he has gained an appreciation for girls by walking in their shoes. And some of his male fans had commented that her female form was real cute, though it was still embarrassing.

Though Ben was glad the people he saved didn't think different of him because of his new girl form, there was one thing that bothered him. Because of his little stunt Beverly ended up winning the pageant, and weirdly he had felt a sense of accomplishment inside him for it. It was really awkward, and worst of all Kevin wouldn't stop teasing him about it, even after receiving 32 kicks to the family jewels from the hero turned heroine.

Kevin's just a glutton for punishment...