Ben woke up late the next day. As after he had hypnotized Gwen the night before he went off to vent his frustration. He'd spent most of the night going from one form to another as he lashed out running jumping flying or doing whatever the form was good at. Tell he was worn out. Ben groggily rolled out of bed. As he did two things became very clear to him. One they were moving and that he had slept in a lot later then he meant to. Meaning they were already well on the way to their next stop. Two he really had to pee. As ben stumbled out of bed and headed to the bathroom. The bathroom door swung open hitting ben in the face. As Gwen stepped out her hair still slightly damp from the shower. However, the moment she spotted ben on the floor she gulped scared of what he'd do to her for this.

"You are so going to pay for that." Ben growled out before shoving Gwen out of the way and rushing into the bathroom.

After he relieved himself ben retrieved the now partly charged pocket watch. Ben had a small device that generated the weird energy the pocket watch ran on. He'd hidden it in the back of the rust bucket. It didn't use a lot of power, but it took a lot of time to make the energy. At a full charge the device could roughly hold the equivalent of a quarter of a car battery. That was enough to charge the pocket watch twice. The problem was it took a week for the device to reach a full charge. At best ben could get three to five uses out of the watch a day if he was lucky. However, this meant if he didn't use them all up, he could save them for the next day. So, for now he'd have to be careful tell he ether had a good number of charges built up. Or tell he had Gwen fully under his control. Or more likely tell some combination of both happened. Ben already knew how he wanted to punish Gwen and knew he needed to start setting up basic commands. He also knew he wasn't smart enough to figure all this out on his own and he couldn't afford to waste uses on trial and error. He needed to use grey matter to figure this out before he tried anything. To do that he'd need to get away from his grandfather and maybe Gwen. He had made her obedient and nice to him, but he wasn't sure she could be trusted. However, he didn't have much of a choice at the moment. He couldn't leave her alone and risk her finding a way to tell someone. So, he'd have to take her with him. Ben sighed pocketing the watch. The rust bucket didn't stop anywhere tell around lunch time. When it finally did stop it was in a misty back wood's mountain town. The town was unseasonably cold to the point that they needed to wear their jackets. This was due to the fact the town was near a year round ski resort. That was owned by one of maxes old plumber buddy's and was their destination for the next few days. This would give ben plenty of opportunities to get some pay back on Gwen. After they had eaten their grandfather had given them a few dollars to find something to do for a bit. While he made sure the rust bucket could make it the rest of the way up the mountain.

As he set to work Ben tapped Gwen on the shoulder and whispered. "Meet me at the beach we need to talk."

Gwen smiled nervously before saying. "Ok see you there."

Twenty eight minutes later. Ben found Gwen weighting for him at the small lakes beach. "Huh I was honestly expecting to have to wait for you." Ben said generally surprised.

"Well you told me to come straight hear. So, I just did as I was told. You did order me to be obedient remember." Gwen said rubbing her arm awkwardly.

"Yeah but I'm not really sure what all that means just yet. I was only able to do one small test before using it on you. To top it off this watch has a worse power issues then my other one." Ben said starting to walk along the shoreline.

The small town they were stopped at was next to an equally small mountain lake. Ben could easily see the shoreline on the other side of the lake. So, he figured they could walk around it and see if he could find a place to hide and transform.

"So, what do you mean by it has worse power issues?" Gwen asked as they walked.

"Well the main reason the watch stopped working after we beat Sublimino. Was because he was powering it. The watch runs on some weird energy that I don't really understand. I had to use grey matter to figure it out. I was then able to modify it to hold a charge. I then built a small generator to make this energy, but it takes forever to make even a little of the stuff. The generator only makes enough energy for a handful of uses a day. So, I have to be careful with the number of uses I have. Well that is tell it can build up a bunch of charges. Well that or tell I get you set up so I don't have to keep hypnotizing you all the time, but I have no idea if or when that will ever happen." Ben said simply.

"Oh, well I guess that makes sense. You would want to keep using the watch to hypnotize as this is my punishment after all. But is it really necessary to use it that often?" She asked nervously.

"Yes, it is you were a bitch remember. So, I'm going to remake and keep remaking you tell I'm happy with the new you." Ben said simply.

Gwen cringed then nodded. "Your right." Hoping for a change of subject Gwen then asked. "So where are we going? or did you just want to wander around or something?"

"No, we are looking for some where I can transform, and we can hang out for a bit. I need to use Greymatter to think and figure a few things out."

"Ok I'll keep an eye out for anything we can use." She said before lapsing into silence.

Ben and Gwen spent the next twenty minutes walking in silence. Ben had finally found a good spot to hide behind a large rock formation. However, it would take another ten to twenty minutes to get there and the silence was getting on Bens nerves.

"Urrg talk or something! I can't stand this silence!" Ben said startling Gwen.

"Ok then what would you like to talk about?" Gwen offered meekly.

Ben paused to think for a second then with a smirk he said. "How about a game called the punishment for Gwen game. We take turns coming up with punishments. The winner is the one who comes up with the best punishment."

"Ben that's not funny it's just mean." Gwen whined.

"I wasn't joking and on top of that. I'm ordering you to play and I'm ordering you to try and win." As Ben said this and before Gwen could reply an idea popped into his head. "And I order you to like and enjoy it."

"Fine." Gwen groaned knowing she had no choice but to do what he said.

"Good now I'll start us off. I'm thinking for what you did this morning. You can't go to the bathroom without my permission and can't wake me up if you have to pee during the night. Then to salt the wound you get thirsty more often." Ben said with a smirk.

"Hmm not bad but I'm really not looking forward to that. My bladder hurts just thinking about it." Gwen said cringing slightly.

"I guess it's my turn hmmm. How about I have to eat whatever grandpa puts in front of me? Ugg I think I'm going to be sick just thinking about it." Gwen groaned.

"That's a start but it's still too nice. Let's add you have to clear both your plate and mine. Well that is if I don't want it and eat as much of it as you can stomach." Ben paused for a second to think before adding. "And you will always pick grandpas cooking and weird food over real food. Even though you don't like it and maybe add in a constant case of the munches when around grandpa's food stuff."

"Ben don't you think that's a bit too far. Not only is it disgusting I could get sick from it. Also not all of us have your crazy metabolism. I'll get fat." Gwen whined nervously.

"I doubt it. With how active we were last summer and how active we have been this summer. Also, it's only a problem for the summer. You will have the rest of the year to work it off and anyways what do you care if your big fat but gets a little bigger." Ben said dismissably.

"Hay my buts not that big!" Gwen whined a light blush creeping onto her face.

"Yes, it is. Your but is huge." Ben teased before smacking Gwen's ass hard enough to make Gwen yelp

"Ouch ben that hurt!" Gwen whined with a dark blush.

"Good oh and that round counts as my point. As I one upped your idea. So, the current score is two Ben zero Gwen." Ben said as they reached the rock.

The rock formation turned out to be a better hiding place then ben had hoped for. As there was a small cave behind the rock. The roof of the cave was just high enough that Ben and Gwen could sit comfortably and was wide enough that they had plenty of room to move around. Once inside Ben set down a pen and pad before dialing in grey matter. However, before pressing the dial down he picked up the pin and pad shoving them into Gwen's hands. "I order you to right down the stuff I come up with and help me brainstorm ideas for new commands." Ben ordered before transforming into grey matter. "Ok you ready." Ben asked Gwen getting a nod from Gwen in response.

"Ok let's start with the punishment ideas. Hmm then let's add helpful and eager to please me loyal. Mmh oh yeah you will actively observe and mimic my interest and habits to form matching tendencies." Grey matter said before noticing Gwen's glare. "Oh, right simplified terms you will watch and learn my likes and interest and over time you will grow to like them like I do. Though you will have to act normal around others as well of course. Hhhm oh whenever I say Gwen is a maid and snap my fingers you will become my loyal maid servant girl. Who will be eager to do my bidding and chores and be happy about it. Hmmm let's make that an overarching thing. You will happily follow my order's because you are still disgusted and ashamed of how you acted before. You will even be eager for me to use the watch on you to fix you." As Ben tried to think of another idea the watch timed out. "Dang it." Ben groaned.

"Well, it's a start at least. Um do you have any suggestions to add?" He offered.

"No thanks." She said uneasily.

"Ok then let's do this." Ben said pulling out the watch and taking the list from Gwen.

"Um actually on second thought. Could you make it so we are friends? I hate how we were at each other's throats before this. I hated it even before all this and now I feel like I have to watch everything I say. Because I'm afraid of what you will do, and I hate it. At this point I don't care if it's because you are making me. I just don't want to be miserable anymore. You can do whatever you want to me just make me happy while doing it." Gwen pleaded as she consigned herself to her fate.

"Ok but add it to the list we need to keep track of all this stuff. The last thing I need is you shorting out because I gave you some commands that don't mesh well with each other." Ben said handing her back the list.

"That's actually a good point ben. I'll add the ones from last night to." Gwen said as she set to work.

"Thanks, hey you forgot to add the punishment for Gwen game stuff." Ben said noticing something was wrong with the list.

"Huh I put the punishments on the list as sick as they may be." Gwen said defensively.

"Yeah, but you didn't add the game itself." Ben pointed out.

"Oh, you actually wanted me to add that?" She sighed before adding it onto the list.

"Ok so do you want to check it over first or should we just get it over with?" Gwen asked offering ben the list.

"Yeah, I'll take a look." Ben said excepting the list. After a few seconds and without any warning he flashed Gwen with the watch. Watching her eyes glaze over.

"Ok first up you have to ask for my permission to use the bathroom and can't wake me up to ask me. You can't tell anyone why you can't go. You will have a nagging urge to have something to drink or sip on in the back of your mind. Next you will eat as much of grandpas cooking as you can stomach whenever it's offered to you. You will get a massive case of the munchies whenever you are around grandpa's food stuff. Just so we are clear that doesn't mean you will like it just that you are drawn to it. You will be helpful eager to please me and loyal." As ben said that he paused hesitating for a second before some unknown part of him had him change the phrasing. "Loyal like a dog or affectionate pet. You will watch and learn my likes and interest and over time come to like them like I do. Whenever I say Gwen is a maid and snap my fingers. You will enter an altered state of mind becoming my loyal maid and servant girl. Who will do all my bidding and chores and be happy about it and will remain in that state tell I snap my fingers and say back to normal." Ben said doing his best to read of what Gwen had written down having to stop himself from reading the small note she had added aloud.

'I cleaned this one up a little and put in a command to change me back. So, you don't have to waste a charge fixing that and a few other changes.' After reading this ben flipped to the next page.

"You will feel disgusted by how you used to act and will be happy when I hypnotize you and will be eager to make more improvements. As you are unhappy with your current self and be grateful for it as you will see it as fixing what was wrong with you. So, we can get along and be friends. lastly as part of the wanting to improve yourself thing. You will enjoy the punishment for Gwen game and be eager to play. As always you will act normal around others and keep all this secret from others now wake up". Ben said snapping his fingers freeing Gwen who slumped over passing out for a few seconds before coming to.

"Ok that one was a lot rougher than the last time. Urg my heads spinning." Gwen groaned putting a hand to her head.

"That's new?" Ben said inspecting the watch.

Maybe the greater the number of commands or the more complex the commands. The greater the tole it takes on who it's used on." She said starting to get up.

"Gwen your bleeding." Ben said pointing to her nose.

"Aww man do you have a tissue or something?" she Asked trying to stop the bleeding.

"No not unless you want to shove paper up your nose." Ben said checking his pockets.

"Dang it" Gwen groaned.

"You think your ok enough to get going?" Ben asked crawling out.

"Yeah, I think so. It's just a nosebleed." Gwen said following him out.

"So now what?" Gwen asked holding her nose.

"I guess we head back to the rust bucket." Ben said starting to finish the walk around the lake after a few minutes of walking in quite Gwen spoke up.

"So, want to play the punishment for Gwen game?" She offered getting a smile out of Ben. It took them almost an hour longer to get back then it did to get to the rock.

"Hey, their you kids are I was starting to wonder where you had gotten to. Sooo did anything interesting happen?" Max asked. His hand moving to his hip where Ben and Gwen new he kept his alien pistol.

"No, we just decided to take a walk around the lake, but it turns out it was larger than we thought it would be." Ben said with a casual shrug.

"Well ok then in that case let's hit the road." Max said gesturing to the Rust bucket. Ben took a seat up front with a game while Gwen set up in the back on her laptop with a soda and a bag of cricket chips.

(A.N. Hello steam hear first I want to say thanks to wrecker159753. As he cleaned this up a lot I know it's still has some errors but it's a lot better than when I finished with it. Next if you are worried about the hole Gwen can't go to the bathroom without Bens permission thing being some weird kink. It's not. I'm trying to have Ben and Gwen's relationship to progress as naturally as is possible. Given the premise and at this point that means Bens going to be more immature and less interested in girls. This will be a small gag that ben will get annoyed with soon and remove. Now that being said I'd like to thank you all for reading this. Also I'd appreciate any feedback to let me know what your think.)