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Introduction:

what happens if cc gets an evil idea and once shes finish decides to help chaos!!!
Chapter One: Sorceress charming

Sitting on her chair bored out of her mind was a petite girl with long silvery hair wearing a dark purple nighthgown that matched her lipstick and mascara color, she was indeed very beautiful but held a rather cold complexion on her face. As cold as she was coldhearted, this girl or woman, appeared to be in her teenage years though she held much wisdom about dark magical forces and the nature exotic mysticism.

Her birth name wasn't commonly known but everyone simply labeled her; Charmcaster.

"I'm sooo bored." She muttered bitterly as she sat on her high class chair looking at her orb randomly watching scenes of real live people going about their daily business and switching over to cable television, yes the orb has magical endowment that permit her to watch the premium channels, but Charmcaster wasn't amused at the moment.

Brushing her long elegant hair with a comb she continued switching the orb's viewing channels to something else each second like channel surfing until she stopped at one viewing spot in particular. She didn't know why she did but something caught her attention and she got off her chair to take a closer look at it.

Within the orb there was live projection of one teenage boy she couldn't bring herself to forget.

"Ben Ten. Huh." She said flicking her fingers to increase the zoom on the globe, he was practicing martial arts in some random public gym against a sand bag wearing only his black shirt and jeans. The omnitrix was ever present on his left wrist and the boy had his usual simple happy go lucky expression he always wore, it annoyed her.

"Hmmm, he's not too bad looking, too bad I have to kill him somewhere down the line. Still " She muttered to herself and looked back to one of her magical rock golems standing idly in the back of the room. "What do you think? Assuming you can think anyway."

The rock grunt simply grumbled incoherently not understanding her question, it was only made to follow commands like any rock golem.

"Hmm, you're right. He's all alone, no annoying red headed witch or dim witted Levin to help him, I could take him out " she said as if the golem's response was an actual answer. She looked at the orb again and noticed Ben sweating as prepared another round of martial arts against the training dummy.

'I don't like him enough to befriend, but I couldn't care less about killing him though, his cousin on the other hand .ggrrr.' She thought getting a little heated up thinking about her own personal arch enemy. How long has it been since she's been crossing paths with them? How long has she been at this super villainy shtick? She honestly didn't want any part in it, but her uncle 'persuaded' her into serving alongside him in his ventures. What does she have to show for it; nothing.

"Hmm, now I think about it I don't think I've ever had a 'first kiss', I spent too much time with the dark arts and that Levin boy wouldn't even count since I was just using him against 'her'." She looked at the orb and noticed Ben taking off his shirt in a sweat as he continued practicing some judo moves. "I may be crazy for even thinking this, but maybe it's time I have some fun of my own, not as a super villain, I'll just a simple girl looking for a 'fun night'." She said to herself as she glowed bright violet and changed her nightwear into her usual sorceress attire via magic.

"Mind the place while I'm gone. Oh who am I kidding, you have nothing better to do." She said to her golem bodyguards as she opened a portal and disappeared leaving two clueless rock monsters behind.

Where Ben is at

Panting and slumped over, Ben was sweaty and tired from today's workout, truth be told he didn't think he needed to practice hand-to-hand like Gwen did, but she insisted that he didn't rely on the watch so much.

'Easy for her to say, she's been doing this stuff for years and I'm barely working off two smoothies and chill cheese fries as it is, man I'm beat.' Ben thought as he sat down on the gym mat for a quick rest.

No one was in the gym except himself, it was a public gym in his neighborhood, but the desk guy had to leave early and told Ben to lock up the front door when he's done. He knew him well enough to trust him and Ben felt like he had enough training for one day.

Getting up and walking to his gymbag to put on his shirt and jacket once again as he was about to head out, but someone unexpected spoke up from behind him.

"Going somewhere, hero boy?"

Ben turned around and to his utter surprise he saw Charmcaster, a long time enemy of the Tennysons (especially Gwen), standing right in front of him.

He instantly went to alert mode and raised his hand to activate his Omnitrix but she two steps ahead of him. Before he even noticed, a violet energy chain came from her right hand and wrapped itself around his left wrist and pulled it to his back. The same thing was done to the other hand and as it was brought behind him it tied together both wrists in a pair of energy handcuffs.

"Hey! What's the big idea?" He shouted lightly as he strained to break free of the cuffs.

"Cool your jets, Tennyson. I didn't come here to stir up trouble, now sit." She said magically forcing him to sit down on the matted floor.

"Didn't come here trouble? Heh, excuse me while I sneeze out the words 'load of crap'." He retorted as she walked over to stand over him.

"Believe it, Tennyson. Here's some incentive." Then she did something unexpected, she leaned down and grabbed his head to pull him into a deep frenching kiss with her tongue probing his with much vigor.

To say Ben was shocked and stupefied was an understatement, he flat out was too surprised to even move a muscle. Here was a enemy, a rather gorgeous one at that, who had tried off him and Gwen more than a few times, kissing him and doing a good job at it.

After a few more seconds she softly broke the kiss and sighed in satisfaction. She had a slightly dazed expression on her face then her face changed to one of naughty mischief.

Ben however had a stupefied and confused look on his face and then he finally spoke up. "W-well, that was new not every day I get frenched by a hot super villain."

She chuckled in somewhat. "You definitely know how to flatter a girl, but I'm interested in more than flattery, green boy." She said mistily as she magically lifted him to his feet and placed her hands on his chest to feel it.

"Mmmm, nice. I see working yourself out today worked for the better." She said as one of her hands went underneath his black shirt to feel up his chest.

Ben was really feeling aroused, part of him wanted her to continue her ministrations and another part of him needed her stop for Julie's sake. Moral sense and bodily needs were conflicting with each other, but Ben was blind to it at the moment when Charmcaster did something else unexpected.

She reached down to the lower part of his abdomen where the hem of jeans met the belt buckle, now alarms were going off in his head that this going too far and it needed to stop.

"W-wait! Wait a minute! Stop!" Ben struggled to call out while enduring the ongoing arousal. Charmcaster looked at him with indifferent expression.

"For what? I can sense you actually like this, Hero." She whispered huskily.

"For s-starters I have a girlfriend and I wouldn't do this to her, on top of that you're basically raping me!" He said trying to sound a little outraged, but he could tell that wasn't what it felt like.

She laughed in complete amusement at what he said and Ben was even more perplexed by her unusual behavior.

"You are funny. For one thing, ask me if I care about your girlfriend, actually if you play your cards right things could turn out better than you think it will. I'll let you know later, but I'm not raping you, I'm simply getting things started. When I enchant you, you will beg for me and will be as much part of this as I am." She then leaned in close to his ear and whispered; "It will be a lot of fun, Benjamin. You'll see."

She then took him by surprise by lightly licking a part of his earlobe in affection, Ben could start feeling aroused again and before he could say anything she stood back and pulled out some pink dust in her right hand.

"W-why are you doing this..? I thought you hated us." Ben said weakly as he felt whatever Charmcaster did to him start to effect.

She smirked in a sultry way. "I hate your cousin, but I'm fairly neutral about you, I'm doing this because I want to, just sit back and enjoy it." She said and she blew the pink dust in his face letting it take effect on his entire body.

Ben could feel the energy cuffs disappear from his hands, but he didn't feel like fighting or running. What he did do was suddenly pull the sorceress to him and looked in her blue eyes before grabbing her head and shoved her head to his where their mouths covered each other again.

Ben was under her influence like Kevin once was, but this was much stronger and filled Ben with a craving for the silver haired temptress.

"Mmmmmm." She murmured as he aggressively ravaged the inside of her mouth with his tongue, she made use of her mouth by suckling her lips on the tongue to increase the effect.

Charmcaster immediately did not regret this decision, in fact she was super positive she made a great choice.

Her hands went back to work as they slid off his green jacket and let it fall to the floor and hastily slid them back to the hem of his pants. Ben's hands themselves went to work as well by one of them grabbing and squeezing her left breast and the other trailed down to her rear rubbing it.

With a click Ben's belt buckle came loose and then the zipper was undone leaving an opening where she used her right hand to probe into his pants.

"Hnnh." Ben moaned as she massaged his bulge through his boxers and placed her other hand behind his head to engage in another steamy tongue locking kiss.

Ben used the hand that was on her rear and moved it to between her legs to rub that part instead, Charmcaster moaned in his lips as his other hand squeezed her breast and massaged the other.

Breaking the kiss she looked at him hotly and magically lifted his shirt off and his pants down around his knees.

Ben couldn't or wouldn't speak, he was overcome with her lust spell and blew all sense of right and wrong out the window, all he could think about was letting this witch do what she wanted with him.

Charmcaster smirked and licked her lips as she got on her knees and placed her hands on his boxers.

"You'll love this." She said smiling naughtily as she peeled off the private piece of clothing and gazed upon Ben's erect member standing for attention. "My my, one good surprise after another."

Drawing her face closer she placed her violet lips on his shaft and kissed it gently once and again until her lips found the tip, opening her mouth a little Ben could her breath on his flesh and was anxious for her taste it.

Licking the tip with her moist and smooth tongue like a Popsicle was what she was doing that was driving him insane since she did so slowly, he was impatient to feel her mouth and she knew it. Charmcaster took the next step and moved her tongue to his shaft and licked the underside up and down repeatedly making him grit his teeth in anticipation. Hearing the moist sucking sounds didn't ease his eagerness either, but she spared him by then going to the top and opening her mouth wide open.

(Slurping sounds) In one quick motion she engulfed his entire member into her mouth making Ben moan out loud, she continued suckling back to the tip and all the way forward till her nose touched pubic hair.

"Oh yeah keep it up." He said grabbing her head with both hands to rock his hips forward and backward. He was facehumping Charmcaster's face and she liked the sudden aggression in it.

Slurping and sucking sounds were being made and loose saliva was escaping whatever space of her mouth that wasn't filled with Ben's manhood, now she increased her suction and tightened her lip old.

"Oh man, I'm close, very very close." Ben moaned signaling her to thrust her head much faster making him moan louder.

"Ooooohhh...!" Ben grunted as hips undulated and he shot stream after stream of thick warm semen into her mouth and down her throat, he heard loud gulping sounds from her which turned him on even more.

She retracted her head and opened her mouth wide open for Ben to see some of his cum remaining on her tongue, she closed her mouth and swallowed with a loud gulp and reopened her mouth to lick around her lips.

Ben could already feel his member hardening again since he saw that.

"Delicious, now sit down." She commanded with a lusty tone in her voice. Ben did so and Charmcaster started to glow violet around her body then she magically stripper herself of clothing. She was in her fully nude glory and Ben could instantly feel himself getting hard already.

Her body was elegant and petite, which was strange considering that she seemed bigger and more woman like five years ago, her breasts were supple and of adequate size and her pubic hair was scarce and also silver. Her tiara was gone and there was a small tint of red on her face that indicated that this may very well be the first she has ever done this.

"You're beautiful." He stated as he was in awe of her despite being under her spell's mercy.

She smiled a bit got all fours and crawled towards him like an animal hunting its prey. Now faces only centimeters apart she gazed into his eyes and chuckled a bit.

"Aren't you sweet, I don't believe anyone has ever called me that before when I'm not in disguise, but I suppose that was because I was too busy terrifying people with dark magic. Do you truly believe I'm beautiful, you're not just saying that because of the lust spell are you?" She asked cupping his chin in her right hand.

Ben, still being hypnotized was able to answer honestly. "I always kinda thought you were a looker, but never thought about it too much. Everytime you see us you attack with golems or with your uncle."

"Hmmm, you make a good point; well we have this moment right here for you to experience my beauty firsthand and to satisfy your needs while under that spell. Don't worry about feeling like you betrayed anyone, I have a plan that will satisfy you and every girl you know, but first you must satisfy me." She said lustily as she gently pushed him to lie on his back as she crawled over him and placed her womanhood over his erect and twitching member.

"Now take me, make me yours, Tennyson." She said as she dropped and immediately felt a very pleasurable sensation as the tip of his dick was slowly sinking into her.

"Ooooohhhh!" She moaned as she kept going down until he reached a stopping point; her hymen.

Ben's mind was overcome with fevered lust but his mind was his and a concerning look was on his face. "Are you sure? It will hurt."

She smirked. "I wouldn't go this far and not go farther, of course I'm sure." She said as she dropped down so suddenly and yelped out in pain as Ben's member penetrated her hymen. "Aaaahh ooohh."

Sinking in little by little until it was all the way to the hilt Charmcaster's pussy completely enveloped Ben's dick, she took a few seconds to adjust to the pain and collect herself when he pulled her head to his for a deepening kiss.

She sucked on his lips and licked his tongue with hers until her mind was no longer on the pain, now she felt adjusted and new waves of pleasure were forming within her.

She started bouncing up and down repeatedly undulating her hips with Ben's member. They were both moaning and Charmcaster sped up her bounce every second.

Ben grabbed her hips and forcefully started thrusting along with her making her feel it his dick more.

"Oh yes, Tennyson! More! I need more! Faster please!" She cried out as her face contorted in ecstasy, her cold stoicism gone as well her virginity, she gave herself completely to the pleasure he was giving her.

Wet slapping sounds were made as the witchy girl was bouncing rampantly on Ben's sex, his thrusts were matching her drops making their orgasms come ever closer.

She placed her hands on his chest and arched her upper body forward a bit giving him a better look at her breasts.

Then the moment came when she screamed out in ecstasy filled orgasm making her fingers clench Ben's chest and her toes curl up.

"OOOOhhhh yess! Yess! Aaaahhh!"

"Uunnggh I'm coming!" Ben said gritting his teeth as his hips stopped and his position tightened. "Oh god! Charmcaster!"

His hips started twitching and rocking as he came to his climax spurting much of his seed into her glistening pussy. Stream after stream of sperm shot into her filling her up as her orgasm subsided and she collapsed on top of him.

Ben finally stopped coming and slumped his body flat on the matted floor. Charmcaster rose her head up to meet face to face with him from his chest.

"That was exquisite, I may pay you a visit more often when you're alone, Tennyson." She said purring as she laid her head on his chest.

Ben didn't know what to say, his lust subsided and perhaps the spell wore off, but he felt exhilarated and satisfied from having sex with a beautiful girl. He still felt he betrayed Julie, he couldn't stop mulling about it. The fact that replayed in his head was; he had sex with Charmcaster, Charmcaster of all people, and came inside her.

'Dear lord, please tell me she doesn't become pregnant. Pretty please with cherry on top?' Ben mentally worried.

Suddenly she got up and placed her hands against the wall sticking her ass out as a means to signal Ben to come over there.

The same lusty look appeared on her face again. "One more round, hero. I need more of you. I want more, Ben."

Ben was a little surprised she actually called him by his first name for once, and found it irresistible to walk up and over to her. He positioned himself at her rear and rubbed his cock to regain hardness, which didn't take long and slid into her. Earning a moan from her in the process.

"Come on, keep screwing me like an animal! Faster!" She cried out as he began pumping her pussy once more, her moist folds were already providing enough lubricant to slide it in and out faster than before.

Her hair was slightly messy and a few hair stuck to her face in sweat as Ben kept at it making it more enjoyable every minute. She lifted a leg in the air and Ben grabbed it to hold it up while he continued plowing her.

Minutes later they reached their climax again and Ben poured another helping of cum into the silver haired spellcaster.

He sat back down exhausted and she joined him in a sultry embrace with a satisfied look on her face.

"I greatly enjoyed that, Ben. I know you did too, there's so much of your 'essence' dripping out down my legs." She purred licking the side of his cheek.

The lust spell died down on Ben vastly, but the realization still held firm in his mind. "I..I cheated on Julie, I can't believe I betrayed her I just gave in."

Charmcaster rolled her eyes and smirked, she cupped his chin her hand and looked directly into his eyes.

"You don't have to feel guilty, in the end Julie and maybe a few more will join in with you, don't worry she'll be part of it too if you let her."

"What are you taking about? It's one thing that you enchanted into this, but now you want me to talk my girlfriend into your little fantasy?" Ben said outraged.

"You have satisfied me and so I shall bestow upon you a very special and unbreakable enchantment upon you. Give me a moment." She stood up and magically rematerialized her clothes, she closed her eyes and chanted a few bizarre words together.

Suddenly Ben felt strange as a pink glow covered his body and vanished, she stopped chanting and looked at him with a grin.

"What did you do?"

"You now have the ability to enchant and allure any girl you come in contact with or desire greatly, your hormones with connect with theirs and they will be just as amorous as you feel at that moment. They'll want it as much as you will, in basic terms; you can make any woman or girl yours. That is my gift to you."

Ben looked deadpanned, not only did this magical villain spellbinded him into having sex with her, now she made it so that he will have that effect on other girls like she had on him just now.

"Uh..thank you..?"

"You may feel like this is going a bad direction, but you will enjoy and savor it, it won't change their freewill, it'll just bring out what they felt for you tenfold. That includes your girlfriend and your cousin." She said straightening her hair.

"Gwen? She doesn't feel that way,does she?" Ben asked confused.

She simply smirked. "More than you know, and you're welcome by the way. I will take my leave now, I'll be seeing you again very soon, Ben, and who knows, we may even have a group experiment with you and other girls. We'll see." She said as she opened a portal until Ben called out to her.

"Hey wait, I could uh use a little help dressing myself up here." Ben said embarrassed as he covered himself in the nude.

She winked and magically rematerialized his clothes on him, he thanked her and then caught a piece of cloth she tossed at him. It was her underwear, still moist from her arousal.

"See ya later, Ben." She said vanishing in to the portal.

Ben just stood there with panties in his hands unsure of how to make of this new situation.

'Any girl I want, huh. Should I even use this power? Does it automatically activate? Uhhh.. I need to go to bed and think about this, either the greatest thing happened to me or the most chaotic.' Ben said grabbing his things and locking the gym doors behind him.

He walked down the pathway to home with a faint smile on his face. 'She wasn't that bad of a person after all, and maybe .i should pay a visit to Julie later.'
Chapter Two: The girlfriend is kinky

Ben Tennyson was currently walking a sidewalk path to his girlfriend's house, he had been with Julie Yamamoto for a while now and had hoped to keep it that way. It had been yesterday that he just had sex with a long time villainess; Charmcaster and he wasn't feeling very eased about it. In fact Ben kind of expected her to pop up out of nowhere any moment, but he brushed it off as paranoia.

Not that he was afraid of her, it was the opposite actually, and after losing his virginity technically 'unwillingly' to her Ben felt a very strong urge to either hold or ravage the silver haired witch all over again. It had to be part of the charm or whatever it is she augmented him with that going to supposedly entice girls around him.

He hoped whatever mess she just got him into wouldn't damage his relationship with Julie, but another thing was on his mind that she said yesterday; Gwen.

'She had to be messing with me. I mean, come on, Gwen? She tells me Gwen is in love with me, my sophisticated high class cousin is in love with me, why do I find that hard to believe? Maybe incest is something of a fetish Charmcaster is trying to bring out in me or something. Maybe I shouldn't even think about it.' Ben thought as rounding a corner and seeing Julie's house a few yards down the same path.

When he saw her two story house just a few feet away he wondered; should he even go near her in case the spell turns her into a sex hungry seductress? It could also strengthen their relationship, but cause of this spell could also destroy it. It wasn't his fault after all, but guilt still reared its head in Ben's mind.

'Don't I really like Julie? Of course I do, but if the magic makes her want sex then it won't be out of our own choice, it will just be because some magic charm made her and me really horny.' Ben thought as that was the simplest way to put it. "Then again is it any different if one special date on a beautiful night makes one thing lead to another? Oh for crying out loud, I will just go see her and what is meant to happen will happen. I really like her and that's all that matters." Ben said to himself in new resolve as he approached to the door way by walking over the lawn path meanwhile in a windowsill above Julie herself looks to her window and at Ben in eagerness.

In Julie's room…

'Ben's coming over. Great! I can't wait to show him what new tricks ship can do and..' Julie thought before she trailed off and looked longingly at the green jacketed boy walking across her lawn.

She kept her gaze on him then a sudden feeling of warmth and mild internal elation took hold in her body.

'What's happening? Why do I feel so…so…good?' She thought before getting even more of the unknown effect coursing through out her body, then when she looked at Ben again while he was outside on the doorway, she got this desperate urge to run down to the lawn and make out with him right there.

Her parents weren't home and Ship was running about in the backyard, she didn't know why she was thinking differently and she was losing much of her train of thought, but she did know one thing that was on her mind and needed to be on her body; him.

Julie wouldn't notice it but her pupils started to glow light pink whenever she looked at him thus increasing the effect, but without waiting she slid her right hand down her skirt's waistband and on to her panties.

'Ben, no one else is home. The front door is unlocked so just open it and run up here already! I need you badly, I can't explain it, but I want you so much I can taste it.' She thought before raising her other hand to her right to cup one of her breasts and squeeze it tenderly. 'Oooh yeah..' she didn't know where these urges were coming from or why they were happening, but her mind was on lust now and she had needs to be filled.

Sitting down on the edge of her bed Julie's hand down her skirt went to work pressing her fingers against the clothed flesh, then she her hand slowly moved down against her private and up just as slowly.

Using the other hand to steady herself she used her right hand to keep massaging her gentle area slowly increasing her arousal and warm feeling.

"Julie? Anyone home?" Ben said from downstairs as the sounds of the front door opening were heard by her. Julie looked to her side where her desk was and noticed her digital camcorder laying there and got an idea.

Getting up and removing her hand from herself she walked over the camcorder and input some commands turning it on, after she put it back down the light on the device still signaled it was on.

"Ben if this is the day we finally cross that boundary then I want to have recorded, for plenty uses." She said to herself sitting back at the edge of her bed and noting that her digital camera was indeed on and recording in camcorder mode, Julie wanted it on with what she's going to do for Ben.

"Come here, Ben. I'm in my room." She called out getting his attention downstairs. Hearing him shuffle up the stairs Julie began to get a little anxious again and used both her hands to reach under her skirt and slowly strip her undergarments off. Once they were at her left ankle she kicked them to the side.

Ben opened the door was greeted by the sight of Julie sitting cross legged at the edge of her bed with a foxy smile on her face.

'I haven't seen her smile like that before…' Ben thought to himself as he came in.

"Oh Ben, could you be a sweetheart and close the door behind you completely, lock it too." Julie said smiling. Ben obeyed and did so mildly anxious.

Before he could turn around he felt Julie's arms wrap around him affectionately.

"J-Julie?" Ben stammered as he felt her head cuddle against his back.

"Ben…can you do me a favor?" She said exotically while her hands traveled along his chest then started slowly moving south.

'Her hands must be very soft.' Ben thought as right then both of Julie's hands cupped Ben's private area. Now one hundred percent positive that the charm had already taken effect on her, Ben inwardly resigned himself of the struggle against her lusty hormones entirely because now the charm has become active in himself as well.

"Yeah, Julie?" He asked feigning ignorance and feeling the heat buildup in his body like the first he was 'influenced'.

Julie then let go and sat on her bed again, only this time she sat spreading legs apart to give Ben a good view of underneath her skirt.

'W-whoah..! I can see Julie's pussy!' He thought gulping anxiously as he peeked at the Asian teen's bald hairless snatch. Something about seeing it made Ben want to go over and eat her out all day. He figured it was obviously the charm tampering with her pheromones.

He couldn't help himself and neither could she.

"Take off your pants." She answered pulling up her skirt a bit more.

Ben did as instructed almost hypnotically and he could see her excited expression show and when the bulge of his erect member showed on his boxers.

"Come closer, Ben. Pleeease?" She said the last part with a sweet seduced tone in her voice.

Ben shrugged his jacket off and closed the distance by standing at the edge of her bed in front, she kicked off her shoes and peeled off her socks.

'What is she doing? Is she going to-'

Ben was cut off from thought when one of her dainty soft feet landed on his bulge gently. It started rubbing in circles making Ben moan a bit inwardly.

'She's giving me a footjob and it's great!' Ben mentally said as the feel of her right petite foot kept rubbing in swirls on his boxer bulge.

She bit her lip mischeviously and brought her other foot up to the hem of his waist band, after sneaking in her big toe she dragged the boxers down little by little then she saw Ben's erect member sprung loose.

"You're going to like this, Ben, but I don't want you to use all your energy just yet." She said giving him a sweet smile and then placed her two feet gently on his dick, one foot started caressing his balls and the other foot slid up and down his shaft.

'This feels so good, but I need to ask Julie if she's really sure about this. Even if she's spellbound.' Ben thought as the feel of her left foot fondeled with his sac some more.

"Julie, are you sure you want to go through with this? I mean I love what you're doing, but this is a big step, ya know." He struggled to say when her right foot was brought to the tip of his dick. 'Her feet are so soft.'

She gave him a sincere look which indicated she was still mostly herself if not very intoxicated by the spell. "Of course I am, Ben. I'm very ready to do this with and for you."

Ben felt he heard the truth and there was no sexy tone behind her words, she was still herself alright.

"Why do you feel the need to ask? Don't you…love me?" She said giving him a hurt look.

Ben felt he shouldn't have asked and felt guilty for making her think he didn't love her, it was a little hard to say the 'L' word to her since their relationship is less than a year old. What the hell, if she loved him then he would lover her back and do whatever it took to please her.

"Of course I do, never think I don't , Julie." Ben said feeling his cock in between two of her main toes on one foot, it felt like very similar to a hand job and felt good.

She smiled sweetly accepting his answer and continued her footwork with rubbing his shaft between two of her toes.

"Oh yeah…keep it up..Julie. I think I like this new thing you're doing." He said her making foot go faster.

"Glad you like it. Here's the finale." She said bringing both her feet to the side of her Ben's shaft and started rubbing them rapidly back and forth.

"Oh…Julie..!" Ben moaned out a little louder and the pair of cute dainty feet continued to slide on his shaft a little faster.

Ben was feeling his cock twitching as he felt the smoothness of the surface of her soft feet continue to rub his member with much vigor.

"I-I'm close..!" He said throwing his back in pleasure.

Julie's feet stroked his dick several more times before Ben moaned out her name loudly as he shot spurt after spurt of cum all over her clothes and body.

Several more streams of semen shot out before he was done and much of it was all over the clothes she was wearing. Some of it splattered on her bed and feet as well.

Ben then witness Julie scrape up a piece of his sperm from her sweater with her left index finger and placed it in her mouth.

"Mmmmmm, I could get used to tasting you, Ben." She said winking and savoring the taste of his spunk, the sight of her licking her finger clean was turning him on again.

She then removed her sweater which left her in a black tank top and after that she leaned back on her bed some more and spread her legs far apart giving him a perfect view of her now wet slit.

"It's my turn to service you, Julie. I promise I won't disappoint." He said bravely as he kneeled down in front of her exposed bottom and placed his hands against her thighs.

'I can practically feel the warmth from her snatch. She did me a favor, now to return that favor.' He said leaning close until he could place his mouth against her wet pussy.

He started kissing the folds and then her clitoris, he nibbled it with his lips and could feel Julie appreciating it by rolling her head back in pleasure.

Ben began sliding his tongue against the surface and lapped at it slowly causing Julie to moan now, he placed his tongue inside her folds to taste and suckle on her pussy.

"Oh god Ben!"

Julie placed her hands on his head as he dove deeper and wormed his wet tongue insider swirling around insider her. Ben was humming his satisfaction in the taste of her juicy vagina, he had been no expert, instead he was following his instincts and the charm was giving him the extended energy and motivation to enjoy her as much as possible.

Ben's mouth was deep enough to feel the scarce pubic hair against his nostrils; his tongue was worming around insider her snatch tasting all of it while his mouth kept sucking on the surface of her lips and flesh.

Julie began curling up her toes and bended her knees inward as her orgasm was approaching fast, a sure sign was her hands grabbing tighter onto his head.

Ben then finished up by bringing his tongue up to her clit to lick and slurp all over it while he shoved two fingers from his right hand into her hole and started thrusting.

Julie's body started shaking violently and her back arched while her hands shoved Ben's face against hips. "Oh oh ohhhhhh BEN!"

Her body trembled and shuddered and he can feel her juices flowing out of her pussy and into his face and mouth. Ben tasted and swallowed most of his juice and brought his face back out almost out of breath.

Julie laid on her bed spread eagled and panting from her orgasm, then she looked at him with almost animalistic lust in her eyes and grabbed Ben by his shirt to pull him on top of her.

She shoved her lips against in a savage and succulent kiss where he probed her mouth with his tongue and in turn she sucked and tasted his tongue wildly.

They made out for minutes and Ben was starting to harden again due in fact that she was stroking him during their make out session.

Slurping sounds were made and small lines of saliva were connected to their mouths as their rounded up their kissing with Julie sucking his lips.

"Mmmmmmm, Ben, I'm ready. Just take me! I'm all yours, Ben!" She said as he rose his upper body and grabbed hold of her thighs.

He used his right to grab and position his now rock hard cock at the tip of her entrance. While he did this she pushed up her tank top to reveal her petite ample breasts and all their glory.

Ben rubbed the entrance upwards and backwards with the tip of dick a little bit then placed it ready to penetrate.

"This will hurt a lot, you know." He warned and she nodded impatiently.

With a great shove he forced himself in and heard a very pained groan from her, blood seeping out from the intrusion a little bit, but Ben kept going until he felt her pussy to the hilt.

He slowly pumped backward and forward a little bit to get adjusted, he could almost feel like bursting already because of tight she is.

'She's so tight, it feels so good..!' Ben thought before cupping her face and looking into her eyes.

"Are you okay? I didn't want to hurt you."

"I knew it would be painful, Ben. The first time always is, I'll like it much more if you keep doing what you're doing. Now fuck me." She said smiling.

Although he hardly ever hears her curse, Ben was inclined to continue pumping his dick into her wet and slippery snatch. The rod like appendage got sucked in to the warm hole then retreated back out until the tip was at the entrance, again Ben kept repeating this action while hearing Julie pant.

His dick slid in and came back out, Ben kept pumping into her while holding her legs apart by the ankles and the more he felt her soft wetness around his cock the closer he was to finishing up inside her.

"Oh yes, oh yes! Keep going, Ben! Harder!" Julie screamed out and Ben started thrusting himself into her pussy with more force until he gritted his teeth.

Panting, bed creaking, and wet noises could be heard as the brunette teenage continued to plow the one on the bed. Julie then grabbed him by the shirt to pull his upper body back down to her while he was still inside.

She aggressively suckled his mouth once more as he lay on top of her. Ben wrapped his arms around her back to embrace her to the closest extent as his cock kept pushing in to her, Julie could feel her end coming and quickly wrapped her legs around his lower back causing Ben to moan out loud.

He was now further inside her since her legs locked themselves around him causing him to push harder and faster. He was close too.

The bed was now creaking even more violently as his thrusts were pounding her into the mattress with fervor , sweat was glistening off their bodies, their mouths locked with each other, and the sound of Julie moaning louder and louder was all that can be heard at the moment. Until…

"Ben!BEEENNN! I'm Cumming!" She shrieked out loud in euphoria as her toes curled up, her entire body clenched up around Ben as her orgasm came in tidal waves.

"OOOOHHH YES! JULIE!AAaaahh….!" Ben strained then felt his hips thrust on their own wildly as he shot a flowing stream after another into her womb filling her up.

For a few more seconds he kept rocking his hips with hers releasing the rest of his semen into her pussy, thus leaving him finished for right now.

They both sighed in satisfactory relief as Ben collapsed on the bed next to her.

'I would love to sleep away the night here, but her parents will be home soon and so will mine. I just need to muster the energy to get up and walk. And Julie…' Ben looked over to the smiling face the Asian angel and kissed her. '..I don't think I'll tell her about charmcaster, probably never will, but this charm stuff affected her before I even got within a few feet of her. Any girl I know could be next if they see me and this whole thing will happen again, but is it really a bad thing? Maybe it's a blessing, most guys would kill to be in the position I'm in right now, but how would Julie feel about me and more girls if she's still under the effects? I'll think about it later.' Ben thought before rising up from the bed about to get dressed.

"I love you, Ben." Julie said to him as she put his jacket on him and kissed him sensually on the lips.

"I love you too, Julie." He said dressing up once again and bade goodbye as he left the house.

He walked with a smile on his face since it was a terrific afternoon for him. One thing was on his mind though; actually two things: this thing would indefinitely affect other girls regardless of what he does or doesn't do and there's no helping it now, but would he really want to help it? Maybe not. The other thing was his cousin; Gwen, would she be affected by this too? Even if she was magically imbued like Charmcaster was?

'Only one way to find out.' He thought grinning at the idea.
Chapter Three: Keeping it in the family

Laying on his back on his bed Ben looked up at the ceiling in apparent thought while his right hand was occupied by tossing a rubber ball against the wall and receiving it repeatedly. A lot has been on his mind lately since the 'love making' spell Charmcaster laid on him during their 'frenzy', the first being on how to undo the spell if there a way to actually do that, another would be whether or not to keep it.

'I actually kind like this, but it's wrong on sooo many levels. I mean it's not enough that I cheated on my girlfriend with someone else but now this automated sex charm I have now turns nearly every girl I meet into crazed sexfreaks. Sigh, I have thought about this too much, I need someone to talk to about this.' He thought then facepalmed thinking it a bad idea to reveal to anyone about this little escapade of his.

"It's all Charmcaster's fault, is that even her real name?" He said to himself in a bored tone as he threw the ball again. 'You love Julie, don't you?' A little voice of his conscience said to him, he nodded and caught the ball. 'After what I did she probably won't anymore, I mean it's not like I can control or turn off this weird spell. I'm royally screwed if they all snap out of it and look at me like a perverted monster.'

'Now you're being melodramatic, whether or not the spell will wear off or break doesn't matter, just enjoy it while you can. I bet Julie is kinky enough to want you to keep it anyway, and if Charmcaster is right then so would Gwen.'

"Romance my own cousin? Now I know I'm going crazy." He said to himself.

'You know you love her, you're just too scared to tell her that and hear her answer. Besides, you've already gone far beyond the limits so might as well have a little fun.'

Ben was quiet for a moment then slowly shrugged. "Well in for a penny, out for a pound I guess." He sighed to himself once again letting the fact that the charm would do anything it wanted regardless of he wanted. He put his left to his chin in mischievous thought of how many girls he did know.

"Well there's Julie, maybe CC anytime she reappears, Helen I think, Elena, and Gwen." He said the last part sighing in blissful thought of how his escapade with his redheaded powerhouse of a cousin would go. He then shut his eyes for a quick daydream though unaware that his door opened and someone walked in.

"Ah Gwen, if I don't tell her now then maybe never and what happens will happen." He said to himself with his eyes closed until a familiar voice broke him out of his thoughts.

"Tell me what, Ben?"

Ben opened his eyes in alarm and looked to see Gwen herself standing in front of his bed with her arms behind her back and a curious yet innocent look on her face. She was wearing her usual attire of a red long sleeve shirt with tight fitting jeans and a black vest as well as having her hair tied in a long ponytail.

"G'ah Gwen! Hey! Uh didn't see you there .soo.. how are things?" Ben said stuttering in stupor as panic was in his mind at the moment. He was pretty sure she heard him and now she's going to want an answer, the bad thing is that she could never fall for any of Ben's lies. Another would be since she's this close then the charm would activate.

"Peachy, I just walked in and heard you talking to yourself, everything okay?" She said in a concerned tone as she sat down on the bed with him.

Ben could honestly say that he can't look at her in the same light anymore, right now she was having an effect on him simply be being this close and the spell itself afflicts him as much as whoever he's with.

"Yeah, just fine, nothing to worry about, Gwenny." He said scratching the back of his head nervously.

Gwen simply cocked an eyebrow and got up from the bed. "Ookay, well come on or you'll be late for the trip to the waterfalls. Grandma Verdona said she'd take us there, it's the place we met her in, you know."

"Oh uh right, Kevin coming too?" He said getting up as well whilst something very noticeable was shown on Ben.

"No, he said he's going to go modify his car some more, so he'll be out for the ..day .uh.." She trailed off when her eyes looked down below Ben's chest and awkward silence followed as she stared at it.

"Uh Gwen? What were you saying?" Ben looked questioningly at her and looked down to what she was staring at, Ben's eyes went wide with embarrassed surprise.

He had a massive erection creating a tent from his boxers, it could never be unnoticed by Gwen.

Ben didn't notice and he was too shocked to say anything, but Gwen had a light blush on her face as she looked at his tented boxers, then after a few seconds of more awkward silence she cleared her throat catching his attention to snap out of their little trance.

"Well I should go get dressed then, be outside in an hour. Grandpa and Grandma are coming by with the Rustbucket." She instructed still a light red color to her cheeks as she turned around and walked to the door. Before she opened the door Gwen's head turned to the side to cast a look at Ben.

"Ben? Do you think I should go with a black two-piece swimsuit or a white one?" She asked not knowing what brought out the question in the first place.

Ben then noticed a soft eerie pink glow in her pupils indicating the charm had already taken effect.

"Uh I would say the black one, it brings out your hair more." He answered honestly, Gwen nodded and blushed a bit at the compliment and left the room.

Now looking down at his erection he sighed miserably. "That was embarrassing, bad timing for a hard on, but either way it looked like she's under the effect now. Maybe it was her powers instead?" He said to himself then shook that off remembering that she asked which swimsuit option she should wear, it was a simple question, but he knew better.

'If it can't be helped then I should enjoy it I guess, I just hope this doesn't crash and burn on me one day.' He thought before going to his closet to rummage through his camping and swimming wear.

Little more than an hour later

They arrived at the camp site about an hour after they left the house, Ben and Gwen didn't say anything to each other the entire trip, probably out of awkwardness between after Gwen witnessed his arousal.

She may have been quiet, but the charm did indeed take effect on her and she is indeed planning a little something for her cousin later on today.

Ben came out of the Rustbucket clad in his swimming shorts and a towel draped over his left shoulder, he stood outside waiting for his Grandparents and Gwen to finish changing. Leaning against the wall of the RV in boredom he waited until he heard the door open and stepped out a version of Gwen he thought he would never see.

"What do you think?" She asked smiling as she came into view appearing to wear a barely visible black thong accompanied with a same color top piece that barely covered her breasts at all and it didn't have any shoulder straps. Gwen's hair was even done differently, it was styled like a ponytail to the left side leaving her a slender mane of hair draping down over her shoulder. Very graceful and gorgeous, she paralyzed Ben with her look.

Ben's mouth was agape with awe as he struggled to say something without looking ridiculous.

"I take it from your frozen face that I look good. Try not to drool too much, Ben." She said smirking and walking the lake nearby to start swimming.

"Wow." He said to himself now thinking that letting the magic do its work is a good idea.

His grandparents came out of the RV lifting some of the camping equipment out in to the opening.

"Need any help? I could go Humongasaur and take the heavy stuff off you." Ben suggested pointing to his watch.

"No, that's okay, Ben. Just go swim and have some fun, I may be old but I'm still spry." Max grunted lugging the barbeque grill to the right spot.

"Sure thing, Grandpa." Ben turned around and was about to head down to the lake as well until Verdona placed a hand on his shoulder. "What's up, Granny?"

"First off, don't call me 'Granny', secondly keep an eye on her. I think something strange has affected Gwen." She stated suspiciously.

Ben mentally gulped; he didn't expect Verdona to be catching on to Gwen's sudden change in attitude.

"Yeah, I will, but it might be nothing, you know, maybe hormones?" Ben suggested shrugging as he left the opening and headed down to the lake.

"Hormones don't always make an innocent girl dress in a slutty swimsuit, but keep an eye out anyway. It could be because her mana has been tampered with by another supernatural force, it happens every now and then, you know. You just make sure she doesn't go too crazy or anything." Verdona said giving a stern yet motherly smile.

"Don't worry I'll keep a real close watch on her, Granny. See ya." Ben said walking down to the lake where Gwen was.

'He called me 'Granny' again, I hate when anyone does that. It makes me feel so old.' She mentally said pouting. Suddenly a light pink glow that wasn't mana lit up in her eyes. A fuzzy warm feeling spread throughout her whole body making her knees feel weak and her sensitive parts more sensitive.

"Oh my, what am I feeling? Oohh " She said to himself as heat and elation overcame her body and suddenly her hands unknowingly went to the area between her legs and began stroking her clitoris through the fabric. 'What am I doing? Ooohh why do I feel like this?'

"Almost finished with preparations, Verdona, do you need to sit on one of the lounge chairs now?" Max asked setting one down near the shade.

She slowly turned her head and smiled shaking her head. "That's quite all right, dear. I think I will just go for a walk in the woods and pick out some of the flowers that remind me of the old days."

"Okay, I'll be waiting here then, I know you're not here for long until you go traveling again, but let's make this day memorable for Ben and Gwen." Max said smiling genuinely.

Verdona nodded and started walking to a certain area in the woods. 'Memorable,hmmm.'

Where Ben and Gwen was at

Deep in the neck of the woods where the waterfall lake is where Gwen is at, she went on ahead of him and Ben slowly came upon the clearing and saw her already getting in to the water.

She sat on the edge of one of the flat rocks and let her ankles get into the water, she didn't notice Ben yet and maybe she did and decided to tease him at the moment.

Gwen scooped her hands into the lake to scoop up some water and let fall onto her chest which was sticking out while her back was arched.

"Holy , I think I better watch this first." Ben said to himself and picked a spot behind a tree nearing the lake; he got a good view and hid himself from her for now. 'Does she know I'm here or is she teasing me?'

He got his answer when she turned her body so that Ben got a perfect view of her front body and then she unclasped her bra. The thin piece of clothing came off instantly and fell into the water, her long still dry hair hung to one side on her left shoulder revealing her supple teenage breasts in all their glory.

'Gwen's tits! Wow, I never thought I would see her of all people naked. This is so perverted to do, but I sure as Hell can't help it. I just want to go up to her and-' Ben stopped in mid-thought when she did something else on her little show that shut him up.

She laid back on the grassy ground intentionally exposing her slender topless upper body, she placed one arm behind her head and used the other to grab a small bottle of skin lotion she brought with her.

Using her unoccupied hand she flipped open the cap and positioned the bottle over her abdomen and squirted some of the creamy skin lotion over her chest and dropped the bottle on the ground.

Taking her both her hands now and placed them over her lotion covered breasts to lightly grab each mound with her hands then rubbed her fingers to smear the cream all around.

Ben was getting aroused at seeing her fondle her lotion covered tits and already his swim shorts felt tighter. He looked down and noticed the erection formed tent of his shorts show up again, but then he looked back over at Gwen who was now doing something incredibly arousing.

Gwen picked her right breast mound and craned her neck so that her pink lips made contact with her nipple then she opened her mouth and flicked her tongue to lick the areola and nipple at the same time.

'Holy crap!' Ben thought unable to tear himself away from this.

The warm wet tongue of hers licked around the nipple in a smooth circle and she closed her lips on it as she was now making a suckling noise, she was suckling her own breast while her other hand was squeezing and rubbing her other breast.

"Mmmmm." She moaned then released her mouth from it and looked into a spot of the woods to say something. "Well Ben? Are you going to join me or not? It's getting lonely here." She said in a sultry tone with bedroom eyes.

'She did know I was here. Well screw watching!' He thought with burning desire and walked quickly out of the hiding spot up to Gwen's laid back form.

They both looked in to the eyes of other and felt something click, a connection, a bond, even a mutually desired lust for the other that has been dormant for awhile now.

Ben leaned down to her now red face and right then and there they both immediately knew what the other was thinking; 'I love you. I always have.'

Ben captured her wet pink lips with his with an energetic lustrous hunger and Gwen reciprocated by wrapping her arms around his neck to become closer physically.

He could feel her lotion bathed tits against his chest increasing his arousal and lust for this woman, he had one hand behind her head pushing her deeper into the kiss to the point where he was literally sucking her tongue in. His other hand reached down to her other part of the swimsuit and slowly peeled away her black thong little by little till it reached the end of her ankles.

With a yank her thong was off and into the water of the lake behind them, Gwen's own hands went from behind his back to the rear of his swim shorts and gradually peeled them off until they were off entirely thus revealing his erect member to her once more.

She broke the kiss reluctantly and looked directly at him with a hungry and dreamy expression on her face. "Ben, should we do this? It will change things, you know. Nothing can ever be the same and-"

"I want to, you want to, and we both know we wouldn't have gone this far without meaning to go farther. I love you , Gwendolyn Tennyson, too much to let anything keep me from you." Ben interrupted with his heartfelt confession and Gwen simply melted after hearing him say that. She knew he wouldn't leave her, she just felt she had to ask that if he was unsure in anyway, but now she knows better.

Ben felt her left leg rub up against the side of his buttocks signaling she wanted him to do it now, Ben smirked and lifted himself up so that he could hold her legs apart and aim his hardened member at her moist opening.

He looked at her eyes and noticed her pupils were glowing bright pink like his pupils were currently doing and it was telling him the charm was working in overdrive for them. Probably because they were both so deeply in love with each other, Ben knew this was meant to be.

The tip of his cock reached her entrance and little by little he pushed in causing Gwen to whimper a little bit, she nodded, then with a great forceful push he penetrated her hymen and felt the soft flesh of her walls constrict his member tightly.

"Aaaahh .ooohhh It hurts .ooowww " She whimpered as her virginity was taken by him, she would have screamed but restrained herself as much as she could in case her Grandparents would hear it and come searching.

Just like how it was with Julie and Charmcaster, Ben decided to silence her by kissing her and letting her moans go quiet while his tongue was playing with her own. Eventually the pain subsided and then waves of immeasurable pleasure replaced it and spread out through her whole body, her pupils glowed with an even brighter pink signaling the charm was multiplying the pleasure he was giving her tenfold.

Ben's slick member was sliding in and out repeatedly with a feverish vigor, his hips were rising then dropping over and over again increasing the wet fleshy suction her pussy was giving him.

"Ah YES! MORE! MORE!" She hollered out as sexually hungry look displayed on her face.

Ben pounded more and more and wrapped his arms around her back while she grabbed the back of his head, wet slapping sounds were made and being loud as he kept banging teenage snatch of his cousin.

'It's so good! So good! I can't believe it! The charm is making me and her more sensitive to all of it and it's incredible!" Ben thought as he felt the balls of Gwen's feet touch his thighs as her ankles crossed and interlocked along the surface of his lower back.

She wrapped her legs around him and it increased the suction drastically.

Out in the woods right in front of the lake area Verdona was watching the scene in complete and utter shock. Her eyes were wide with what she was seeing, but she didn't want to interrupt or stop them for some reason, maybe it was because it was their moment or something else

'Oh dear lord ! Th-they're having intercourse! My two grandchildren making love to each other..!' She thought and stood hidden, but as much as she was appalled she couldn't tear herself away from the scene. 'Am I actually enjoying watching this..?'

She got her answer when her pupils lit up again with pink glow and suddenly elation and euphoria overcame her nerves. She leaned her back against the tree trunk she was hiding behind and slowly lifted up the hem of her cloak up to her abdomen revealing her slender legs and white underwear.

'What in heaven's name am I doing..?' She thought unable to resist sticking her right hand down into her underwear to her smooth and moist vulva. Verdona had begun the process of massaging her pussy to the sounds of Ben and Gwen fucking and the thought of Ben himself naked and pounding into increased her arousal even more.

Rubbing two fingers along her clit and using the other fingers to keep rubbing her folds Verdona increased her pace as she heard Gwen moaning even louder.

Wet slapping sounds got louder as Ben's lower body was bouncing in and out of her wet pussy, the moistness of her folds made his member slick enough to increase his pace as he shoved his cock deep into Gwen's snatch.

Each time he buried himself to the hilt inside her while his mouth kept her mouth occupied in a steamy make out session.

Ben could feel her climax coming, they had been at it for minutes now and she was at her limit since she her legs wrapped tighter around his back. Finally..

Her legs and arms locked themselves to the maximum of tightness around his back as Gwen hollered out Ben's name.

"Oooohh BEN! I'm CUMMING!" She cried out in euphoria as Ben himself clenched his teeth and thrusted his member one final time into her Gwen's wet passage.

"Ooohh GWEN! I'm CUMMING TOO!" He said as he shot out multiple ropes of his semen inside her and kept shooting off causing him to undulate his hips each time.

At the same time Verdona came to her climax as well when she kept thrusting her own fingers into her wet folds while hearing those two scream out their climax, juices kept coating her fingers and eventually her climax subsided.

Filling her womb up entirely Ben's hips stopped jerking as the last of sperm drained out of him and into Gwendolyn. He collapsed onto her and left both of them panting and sweaty.

Verdona's feeling of nirvana subsided for now and she got back up and looked at them again.

'I don't want to disturb them, they look so happy with each other and I don't wish to take that away from those two. I have no idea what brought this out in them and me, but maybe I should make my stay a little longer, and maybe I should experience Ben's youthful energy myself.' Verdona thought to herself smirking.

Later on Ben and Gwen gathered their clothes and redressed themselves, as they headed out of the lake area and on the path into the camp site they walked hand-in-hand both with happy smiles on their faces.

Ben put a hand to his chin in thought. 'Now, who's next? I know, I wonder how my old friend Elena is doing? I wonder how flexible she is, we've been friends since we were little, but that doesn't mean I wasn't attracted to her.' He thought smirking as the pink glow lit up in his pupils again.

Chapter Four: Childhood sweetheart

By Auumaan

Kicking and tossing a regular soccer ball around on the grass Ben was occupying his time on this Saturday morning, just recently he had made sweet love to Gwen finally after all this time of denying what he felt for her. It was a wonderful camping weekend where the two would make out whenever their grandfather or grandmother wouldn't be looking, the thrill of getting caught also added to their arousal, as soon as they went back home Gwen took the liberty of calling him for a late night lover's chat.

She had remained her usual self despite the new change in her and Ben, still sophisticated, still on top of things, still a Gwen in every away she acted. It was how she was like with Kevin a little less than a year ago, but instead it's Ben and it's an actual relationship. He still had his relationship with Julie, who he loved just as much as Gwen, though neither had found out about the acts intimacy he shared with them.

'Gwen knew I'm still with Julie though, does she expect me to break up with Julie for her? Or is it the whole 'kinky' idea CC had in mind when she explained all this to me? Who knows?' He thought before reeling his left leg back to kick the soccer ball fiercely into a goal net the park came with.

"Score." He whispered to himself and walked over to pick up his ball but before he got within a few feet of it someone else stepped in front of the soccer ball to pick it up.

"Not bad, Ben. I would say you're getting a whole lot better, but let's see if you can beat me at it first." Said a very familiar feminine voice.

Ben's face became surprised when he looked upon the red jacketed girl with medium short brown hair, and red pouting lips. "Elena?"

(Elena is from the Alien Swarm movie live action movie; she has an animated version in the cartoon network comic series of Alien Force, but look her up on wiki if you want a clear idea.)

"Been awhile, Ben. How's the alien fighting business going?" She asked giving a friendly smile and held the ball under her left arm.

Elena Validus was Ben's childhood friend, they knew each other back when he was thirteen years old and Ben himself felt very attracted to her then. She didn't know about his alien heroics until they reunited just recently during the kidnapping of her father and the threat of the alien chips spreading about.

During that little adventure Elena had the bad habit of keeping secrets from everyone and deceiving them too, especially Ben. They had rescued her father and ended the threat and the last time he saw her was when they dropped her and her father off at Plumber's HQ where she was arguing with Gwen about becoming a fully fledged Plumber.

"Just peachy, intergalactic villains, cosmic threats, and the occasional ancient evil monster that try to end all life on Earth, just the usual stuff." He joked walking up to her.

She pulled him into an affectionate hug and let go.

"Never serious, are you?" She said stepping back and holding the ball up to him challengingly. "Care for a challenge, Ben? I bet you can't beat me."

Ben smirked. "Oh I've been getting better over the years, cutie." He said accepting the challenge.

Elena blinked twice and a small red blush appeared on her face, she always thought that Ben was simply guy pal who thought of her as a regular buddy, he never once called her 'cutie'.

"Show me, handsome." She said letting the ball drop only to be stopped by her left ankle and it held in place waiting for him to make a move.

Ben dashed forwards to close the distance between within a few feet she made a swirving turn and kicked the ball along as she attempted to sideswipe Ben.

"Oh no you don't." Ben said competively with a smile as he anticipated her side turn and strafed to intercept her and quickly attempted a sliding kick in order to steal the ball, but Elena was ahead of him and punted the ball high up and she barely dodged Ben.

"Hah, not bad, just not good enough, Ben." She said as she made her way to the goal and scored.

'She's got a lot stamina to pull that off, her having energy is huge plus though.' He thought mischievously.

"Ready for more? I'm game if you are, hotshot." He said attempting to coerce her into more rounds.

She tauntingly blew him a kiss and winked causing Ben to become even more infatuated with her, any minute soon the charm will take hold and she'll do more than that.

"Totally, so far I'm not all too impressed, Ben." She said smirking and took off her red leather jacket to hang it on a tree branch nearby. She was wearing a white tank top that would look transparent if she sweated any more, Ben would daydream at the thought.

"But first let's make it interesting, I have an idea that could be fun, are you interested?" Ben said removing his jacket as well and tossed it to the floor. He didn't notice but Elena's attention was focused on him removing his jacket.

She quickly shook it off and listented. "What did you have in mind?"

"Whoever loses must do something for the winner, it could be a favor of any kind and you can't say no to it."

Elena blinked in mild surprise at this idea of an ante, but it did sound like fun. If she won then she could make Ben do 'anything' and he can't say no to it. Already a naughty thought entered her mind and she struggled to replace that thought with the idea of making Ben do her homework for a week.

"Deal! You are so going to lose." Elena said with a confident smile as she took position.

"Oh I haven't been trying yet." Ben replied charging forward.

Half an hour later

Staring with a dazed look on her face Elena looked at a smug looking Ben after he just scored her goal earning him his victory.

'It all happened so fast how..' She thought before she blushed at the memory of what he did to use as a distraction that caught her off guard.

She was doing well to block and intercept Ben during his offense but when he made another steal attempt he swiftly whispered something into her ear that made her freeze up leaving him to take the ball and win.

'He said "Your lips are so moist and cute, I want to kiss you, Elena", what the hell? I-I..mean..Ben! But when he said it he sounded like he meant it. Did he do that to throw me off? Oohh what do I do?' Elena thought in blushed frustration and as Ben walked up to her she kept rethinking what he had said and whether or not it was real.

"Well lookey here, I won." He said grinning a goofy expression.

"Yeah you did, you lucked out though." Elena said slightly upset that she lost due to a blunder caused by him.

"Sooo .what do you want for your favor? A deal's a deal." She said crossing her arms and mentally preparing for the craziest thing he might think of.

His face turned serious and Ben invaded her personal space by standing so close to her and placing his right hand gently on her cheek.

"I just told, didn't I?"

Her eyes widened at what he meant. 'What the..! You mean..?'

"I said I want to kiss you, Elena." He said with a certain tone in his voice and he did the unthinkable.

He grabbed her by the shoulders gently and placed his mouth on hers, savoring the supple red lips of hers.

She felt like her soul had frozen over, but didn't react in anyway except closing her eyes and placing her hands on his back. Ben, her lifelong best friend who a superhero was known to all, sucking face with her like it was a cheesy teen romance movie.

She could feel the soft flesh of his lips pressing against her own, she had never felt a kiss like this before or at all actually, most of her years consisted of training and educating herself to take up the mantle of her father, aside from school and soccer practice she hadn't yet pursued romance with anyone. Here it was being delivered to her without hesitation, she didn't want it to end, but eventually it would have to.

'If this is a dream, don't let it end. I feel something else..inside my body it feels like I'm on some kind of ecstasy, Ben is just kissing me, right? Why does it feel like it's so much more than that? Ooohhh, I don't want it to end!' She mentally thought receding to the charm effect Ben was inducing in her by simply kissing her.

With reluctance he let go and a small tiny trail of saliva appeared from his lips to the inside of her mouth.

Elena had a dreamy look on her face.

"B-Ben? What what does this mean?" She asked when suddenly she felt Ben's right hand softly grab her rear and his other one went behind her neck.

"What do you think it means? Do you just want a kiss?" He said smiling giving her bedroom eyes. Elena had never been one to be girly romance gimmicks but right now she felt like he was melting her soul, whatever intense feeling was waving through her being was making her feel the impulsive need to grab him and ravage him right here. She is going to act on the impulse.

'Why is he acting like this? Doesn't he have Julie?' She thought before more pleasure came into her from the euphoria she was under, her panties felt moist, her body felt sensitive, and she felt a very strong hunger for Ben's love right now. Tossing all caution to the wind she pressed herself forward to engage Ben in another French kiss while her left hand grasped his crotch through the cloth and her other hand slid up his shirt.

'Oh to Hell with it all! I'll have this right here and now I don't care! I want this so badly and I don't know why, but who cares. Julie will either have to break up with him or share Ben with me, it doesn't matter, only this does.' Elena thought with her mind and body set on sexual frenzy.

Her tongue pried open his mouth and Ben stuck out his tongue as Elena placed her mouth over it and started sucking on it, savoring every bit of his warm wet tongue into her mouth. She was completely entranced by Ben now so much so that she couldn't imagine this with anyone else.

Her fingers worked the hem on his pants and undid his belt buckle and zipper, wasting no time her right hand dove underneath his boxers to feel up the soft hard flesh of his rod.

'Her fingers are so firm and soft, she really knows what she's doing.' He thought enjoying to massage she was giving his shaft.

The hand that he put on her rear then cupped one of her buttcheeks and he gave a firm squeeze making her mew a bit inside his mouth. She was still licking up and sucking his tongue into her mouth that she didn't notice Ben other hand slipping underneath her shirt after unzipping her red jacket.

'She's not wearing a bra. Sweet.' He thought feeling the soft mound of flesh of her right breast. His hand was squeezing it gently and fondling the nipple while doing so thus earning a moan from her that made her twitch a bit.

No one was watching even though they were in an area of a park that anyone can walk into, it was surrounded by bushes and a few smaller trees, but fortunately the scenery hid their little escapade quite well.

Breaking away from her addicting tongue play Elena drew her head back and looked at Ben with the same kind of look Julie and Gwen gave him, he didn't need to read her mind to know what she was going to say, but she let actions speak for her instead.

"Ben, fuck me as much as you want." She said almost demandingly as she roughly shook off her jacket and pulled her shirt over her head. Before she could pull it all the way up over her head Ben's lips met her own while the shirt still covered half her face. She relaxed and finally peeled it away resting her hands behind his neck.

Ben broke away from the kiss and smirked. "Oh I intend to." He then stripped himself of his upper clothing leaving his bare chest in the open.

Elena then surprised him by placing her lips against one of his nipples then kissing and licking around the area, Ben was surprised and greatly aroused by this sudden new thing she was doing. Taking a nipple into her mouth she let her other hand leave his pants and grasp his chest.

He let one of his hands slide back down her own pants and into her panties, feeling her slightly hairy snatch in his fingers Ben started probing and fingering her.

She gritted her teeth and her hold on his chest tightened a bit while two of his fingers rubbed her clit in circles, his remaining fingers caressed around the rest of her snatch causing her to clutch Ben tight every time he probed her.

"Feel good?"

"The greatest, but my turn to have fun now." She said grinning with a wink and she shoved him down on the soft grassy ground and with a lusty pair of eyes she gazed at him while her hands forced her pants completely off herself. She was now completely nude, her teenage body completely exposed to him and Ben enjoyed the sight greatly. Her breasts were moderately sized and perky, her pussy which was now moist has a very small amount of brown pubic hair and her legs were elegant and smooth enough for him to want a footjob from her. Although she was athletic and trained to fight, it did not take away her bodily beauty and femininity from her petite body.

"Ben, I don't care if you're with someone already, I I feel like I can deal with sharing with you even if they don't like it. I don't care, I think I'm allowed to be a little selfish this time. Do you love me, Ben?" Elena asked seriously as she stood over him and trailed a curved left foot along his chest sensually.

"I've always had a crush on you, Elena. Years passed and I thought you didn't care about me that way, but with all this now I think I can say without any hesitations; Yes, I'm crazy about you." He said making her blush and make an overjoyed look on her face.

"Let's do this then, let's do what we will always remember. Do you think Julie will mind?" She asked mischievously.

"Let's just say she may be more open-minded than you think, just wait and see, cutie." He said.

"I'm looking forward to it, sounds kinky too." She said not knowing where all these perverted thoughts came from, but at the moment she didn't care to look into it. Right now all she wanted was him and to feel him inside her, but first she wanted to try something she had only seen and heard about.

Leaning over she turned around and bended downwards giving him a perfect view of her glistening clit, she positioned her pussy over his face and her knees on both sides of his head while her head up close and personal with his cock. It was a 69 position, she wanted him to tasted and eat her out while she would suck him off and devour his sperm.

"You have no idea how much I wanted to try this." He said hastily grabbing her hips and lowering her wet folds to his mouth. (slurping sounds) He ravaged her clitoris with his tongue by licking and sucking it repeatedly making her moan his name loudly then he turned his attention to her moist orifice and thrusted his slimy tongue inside letting it worm around while his mouth tasted her wetness.

"Oh yes! Don't stop! Please don't' stop!" She hollered out as Ben continued his ministrations.

His erect member remained rock hard and it was standing attention ready a few centimeters from Elena's face. Not letting him continue without reward she begun to service him by putting her lips on one of his balls and started sucking in the flesh of it.

(Slurping sounds) She continued to suck and lick the meaty flesh of his testicles one after the other then changed tactics and dragged her warm tongue along the surface of his shaft.

'Elena's tongue feels amazing! I really should try this position with the other girls more.' Ben thought as he kept feeling the warm and wet flesh of Elena's tongue, she was treating it like she would a popsicle and he was loving it.

She alternated between licking it up and down then she changes to kissing along the shaft letting her mouth suckle in the flesh. That process made Ben want to explode right then and there, she was that good at it.

"Oh Elena you rock at this!" Ben said between lickings.

'Oh you haven't seen anything yet, Ben.' She thought when she raised her head and placed the tip of his penis at the opening of her mouth. 'You're gonna love this.'

With great force she shoved her head down taking the entirety of Ben's cock into her mouth deep into her throat.

"Holy..!" Ben called out feeling the moist wet flesh cavern of Elena's throat suctioning his cock. It was a feeling of unimaginable pleasure and he hoped he wouldn't shoot off too soon.

She heard him moan out loud and it satisfied her to know she was causing this in him so she went to work on his rod by moving her head upwards then downwards repeatedly. The feeling of his cock leaving her mouth then the thrill of it re-entering over and again until she went faster and faster.

(Sucking and slurping sounds) Ben was still savoring her snatch and the wetness it provided while struggling to keep himself from blowing, but Elena went even faster and the wet slurping sounds became a little louder with each suck.

"Oh Elena I'm cumming!" he said muffled between her inner thighs.

She then went down to the deepest level possible where her nose was tickled by his pubic hair and his length completely inside her mouth.

With his hips jerking wildly with her head staying on his bouncing length she received her his payload of sperm flooding down her throat. His hips kept jerking as he kept shooting off into her mouth, after a ten more seconds he finally stopped cumming and she raised her head up.

With loud gulping sounds she swallowed bit by bit of Ben's cum inside her throat, there was still was some even on her face and she looked around at Ben and opened her mouth.

He saw the bottom of the inside of her mouth flooded with white cream and when she closed it she made a loud gulping sound and reopened it to see it all gone.

"Oh I so love you." Ben said lustily.

"I know you do, i also knew you had a crush on me back then. Well, Ben, let's make your fantasies about me a reality then." She said grinning a foxy grin and got up off of his prick. She got a few inches away from where he was laying and got on her hands and knees wiggling her ass towards Ben.

"Fuck me doggystyle." She said like she was in heat.

Ben got up like he was hypnotized and walked over and kneeled behind her. His cock was still hard even after coming and he planned to fill her up this way as well.

He placed his hands on either on her ass cheeks and lined his hardened member against the folds of her sex. With a strong thrust he entered her and heard her squeal out in pain and delight, she was a virgin too until now, the trickle of blood coming said so.

"Are you okay?" He said craning his upperbody against her back so that her head was next to his.

"Yes I'm fine, keep going. Please." She said with a joyful look on her face and Ben nodded as he started thrusting.

His cock which was now lubricated by her blood and juices made it slide in and out in rapid succession causing waves of intense pleasure to flow through them. Since the charm was active it would also enhance the pleasure they were feeling and it looked like Elena was feeling all of it times ten.

"Yes yes! Keep going, Ben! Keep fucking me!" She said in ecstasy as his rod kept plunging in and out of her suctioning orifice.

He gritted his teeth as his the tightness and wetness of her snatch was overloading his member with extreme pleasure enhanced by the charm. Wet slapping sounds were being made as the teenage boy continued fucking his longtime friend doggystyle.

Ben lurched forward and captured her bouncing breasts in his hands and cuddled his face alongside hers while he kept pounding her teenage pussy in bliss.

They had been going at it for almost ten minutes so far and they each felt they were close, but Elena then turned her head around to kiss him sensually in the mouth and whisper; "Ben, I want you to get me pregnant with your baby."

That sent him into his orgasm as he lunged his hips one final time while hearing her holler out her orgasm with his.

"Oh Elena!" Ben cried out as his hips jerked and cock twitched repeatedly sending jets of his sperm into the climaxing pussy of another girl he loved.

"I love you, Ben! I love you!" She said as she felt her pussy fill up with streaming spurts of his cum while her vaginal muscles clamped down on his rod at the same time.

After a few second their orgasms subsided and Ben collapsed on the ground exhausted, Elena laid beside him with her head nestled comfortably on his chest. Her snatch was dripping with his cum as there was so much of it in there.

"This is a whole new thing for us, isn't it?" She whispered and he looked back at her with a loving expression.

"It sure is, we'll have to tell Julie later though, I don't think she would be opposed to the idea though." He said mischievously.

"Sounds kinky, I'm openminded enough to try anything. Why wouldn't she be though?"

"Long story, I'll explain later, but for right now let's just chill here and relax." He said staring at the sun set sky.

"I'm interested in hearing the story, but yeah you're right." She said looking with him.

"You know, having another girl with us would be very fun for you, Ben. Want to know why?" She said grinning.

"Why's that?"

"Because if you cum inside me then she would suck it out for herself, that would be fun, wouldn't it?" She said noticing Ben's arousal and his dick re-hardening.

"Yeah, I'm glad you're open minded, very glad, because later things will get very interesting." He said cryptically.

After a few seconds of quiet then they each said something.

"I really do love you, you know." Elena said smiling and blushing at the same time.

"I know, I love you too, Elena." Ben said as they lay there like a couple or soon to be part of harem.
Chapter Five: Charming Caroline

By Auumaan

It was a Friday morning and on top of that it was spring break for Ben from his school, here he was sleeping soundly on his bed with a smile on his face about recently banging his childhood sweetheart; Elena. It was only two days ago and the day after she and Ben were talking on the phone all during the night about nearly everything unrelated to aliens. For the first time he actually felt rather average and not part of a alien and heroic world, he felt normal, if you count normal as being a guy who has just been 'charmed' into charming other girls into intercourse with him that is.

He used to feel like the lowest pervert on the planet, but strange as it is to say he had faith in Charmcaster's words when she told him it will all work out. He never thought that sorceress would be to him what she is now, but what more is that he couldn't get her out of his head. In the midst of gradually yet inadvertently creating a harem of girls he truly loved he didn't stop thinking about the silver haired wonder and what was she doing at the moment.

'I'm surprised she hasn't shown up again, wait did I already say this before?' He thought to himself as he slowly opened his eyes to the ever familiar ceiling of his room, he felt the cool air the fan provided, the comfort of the blankets he was under, and . 'The strange wet yet great feeling I'm feeling on my wang?' Ben thought as shot up and tossed his covers away revealing a mane of red flowing hair that belonged to a fully clothed female whose lips were occupying his member.

"Gwen?" Ben said mistily as he was feeling dazed from the suctioning pleasure she was giving him.

Lifting her head to greet him with a loving smile and thin trail of precum dripping along her chin from her lips Gwen gave him a sexy wink. She was wearing her usual red long sleeve with black vest and blue jeans, but as a change of pace she let her hair flow freely. The look matched completely even if it did bring out her tom boyishness a bit more.

Taking one longer lick along his shaft, while earning a strained groan in the process, Gwen ceased her oral ministration and spoke. "Just thought I would give you an enjoyable wake up call, you like?"

Ben only nodded and grinned his satisfaction. "I would like more if you continued, 'Mary-Jane'."

She smiled sarcastically. "Like the nickname, don't like that it came from a comic book universe, but just because I like you I think will finish the 'job'." She was about to close her lips on the tip once more until they both heard a shuffling of footsteps along the stairs, on reflex Gwen quickly pulled Ben's pants over his erected member and shuffled off his bed trying to look nonchalant.

As if on cue Ben's mother; Sandra appeared in the doorway with a 'get your lazy butt out of your bed' look on her face when she looked at her son lazily lying back down into his pillow.

"Still not budging, Gwen?" She said crossing her arms.

Gwen pulled off the innocent look with perfection and gave a shrugging gesture. "I tried 'something' new and he's still wants to lay there like a lump." She added sighing in her fake act.

"Come on, mom. It's spring break, what other boys want to get up bright and early at"- He paused and looked to his left at the alarm clock.-"Nine AM?"

Sandra looked around at the dirty room littered with various clothes, comics, and other needless junk then looked at Ben disapprovingly. "The kind of boys that don't want to spend all day picking up their room because their mothers took away their Playstation3s and ipods and sell them to a pawn shop."

"On it!" Ben said panicked as he jumped out of bed and made mad dashes around the room cleaning it up little by little, even Gwen and Sandra were amazed at the speed he could perform without alien support.

A couple of minutes passed and Ben stood panting and exhausted, his room was now litter free and his mom smirked in victory.

"That wasn't so hard, was it?"

"You're pure evil." He gasped and she chuckled at that.

"Oh it's totally evil of mother to tell his son to sanitize his room, I must be Hitler then." She joked and walked over to the window and opened the curtains revealing the ever blinding sunlight to Ben's early morning eyes. "It's a beautiful spring day outside and you should try to enjoy it while you can. I'm sure Gwen would like it if you two went outside to mister smoothies or whatever." She suggested.

Gwen's head shot up a little as she got an idea from her suggestion and turned to look at Ben who was now lying on the ground floor.

"Yeah, Ben. Why don't you take me out for some sunshine and smoothies? It sounds like a great idea don't you think?" She said sweetly in an almost false voice while adding a wink so he can he confirm it; she wanted some alone time with him and his mother was practically giving them permission without even knowing it.

Getting the message and sighing a 'yeah' to the ladies Ben got up and went to his bathroom to get dressed.

"I'm impressed, Gwen, usually it takes a lot more bickering on his end until he gives in. Maybe he's becoming more mature, either that or you have a way with controlling men." Sandra commented lightly.

"Oh I definitely have a way with Ben alright." Gwen said cryptically and earning Sandra a cock eyed expression.

Minutes later Ben got out dressed in his usual attire and walked out of the house with Gwen to the nearby park and once they were out of sight from his parents they walked holding hands.

The day was bright and the sky was cloudless when the two teens came to a rest at Ben's favorite smoothie stand and sat down for a drink.

"So do you think she suspects anything? I know my mom to be a pretty damn good detective when it comes to her son hiding things." Ben said taking a sip from his smoothie cup.

"I don't think she does, but the cat has to come out of the bag sooner or later, right? Secret is only harmless until it blows up in front of everyone, better to tell them sooner than later, Ben." Gwen said holding her cup while she slipped her right foot out of her shoe and placed it on his bulge through his jeans.

Ben nearly choked on his smoothie upon contact then relaxed a bit while Gwen's foot continued it's ministrations. He mewed while the soft elegant right foot of hers worked it's way up and over his crotch area.

"Uh well, speaking of secrets ..oh you do that like a pro " Ben stammered trying to speak but Gwen's little practice was distracting him too much. 'I should tell her already, and Julie and Elena too, that all this came from Charmcaster's seducing me. What if she hates me for it and never speaks to me again? I should at least tell her about her not being the only girl who's ooohhh yeah .she's good at this.' He thought until two of her toes pried down his zipper with expert precision and she dug her soft foot deeper into his pants.

"G-Gwen I have to tell you a secret " He struggled to say during all the pleasure. He looked at her with a serious look and she nodded in understanding, but she kept her foot inside his pants though she was not continuing her fun.

"With that look I guess it's pretty serious, what is it you need to tell me, Ben?" She asked.

'Well here goes, worst case scenario is that I become a pariah from essentially everyone including the girls, and best case scenario is she takes it in stride and agrees to a foursome with me, Julie, and Elena.' Ben thought before taking a deep sigh and-

"Is this seat taken?" A sultry feminine voice spoke up right behind him surprising the two of them and interrupting Ben before he could finish.

Slighlty frustrated Ben turned around and immediately he felt his jaw drop.

The girl was drop dead gorgeous; she had medium length blonde hair with a bang to the side of her face, wore a red short sleeve T-shirt along with a tight fitting white mini skirt and white tennis shoes. Add light blue eyes and an alluring gaze and you got a blonde bombshell that was now inadvertently making Gwen glare at her.

"Yes it is." Gwen said icily. "Do you mind? We're trying to have an important conversation here."

The blonde newcomer merely looked back at her with a frown of dislike written on her face, but then she smirked like she knew something.

"Not at all, continue your conversation right while I sit right here next to your cute friend. By the way by name's Caroline." She introduced herself as she sit down on the bench next to Ben and scooted a few inches closer.

Ben was dumbstruck and a little red in the face, but even he knew well enough when Gwen is angry the person she's mad at better run like hell. It was clearly seen on the redhead's face with a set of eyes glaring daggers at the girl.

"Uh look you're nice and all, but I'm afraid you have to leave. You're upsetting her and we were talking about something personal, ok." Ben said forcefully until she batted a playful wink his way and instantly there was a familiar dark violet glow in her eye when she did that.

Ben's face became one of shock as he realized who this was now. 'Charmcaster ! What is she-' He thought before she spoke again.

"Oh? Are you and her close? Is he your boyfriend? If he isn't then I'll take advantage of that fa-"

"Yes he is! Now get lost." Gwen said more aggressively and she clenched a glowing fist under the table as she was anxious to use it.

Caroline then chuckled and made a rather devious look. "So he is, isn't he. Here I thought he already had a girlfriend by the name of Julie Yamamoto." She said smirking and instantly Ben felt ashamed of himself, but Gwen was getting closer to pummeling the girl with a spell. "Oh that's right, I know all about you all, who wouldn't? You're pretty famous for fighting aliens and other supernatural wonders, you know."

Suddenly Gwen got up and aimed a glowing energy fist at her in a threatening way. "Leave now or else."

"Caroline stood unfazed by the threat. "So you and your cousin are cheating with each other on that poor Japanese girl, tsk tsk. Would it be similar to how a certain other spellcaster entranced and completely tricked your old boyfriend Kevin Eleven?" Caroline said smirking and Gwen, though she got over Kevin now, got royally pissed off and without hesitation shot a blast of mana at her.

"Shut up!" Gwen said firing an energy blast when Caroline's eyes lit up as well and a quick reflex she bounded the attack with an energy hand of her own.

"What? Charmcaster?" Gwen now realized and Caroline simply winked and back flipped away from the table and into the clearing.

"Oh you're not getting away from me, you bitch!" Gwen said running after her while Ben stood there somewhat dumbstruck. 'What Charmcaster's angle this time? Piss off my cousin enough to want to kill her? And here I was hoping she would have changed a little bit, oh well. Better follow after her before Gwen falls in to whatever trap she's setting up.' He thought before running after his cousin.

When Gwen was at

She found herself in an empty tennis court that was public and near some apartments, but she found no sign of Charmcaster. The sorceress made good on provoking Gwen when hitting on Ben in front of her, but that was the main reason, when she mentioned Kevin the thought popped into Gwen's mind that Charmcaster would do the same to Ben.

"Like Hell you will, Charmcaster. Ben is with me and if you think you can steal him away then you got another thing coming." She said to herself looking around to see nothing.

"Oh Gwen, I already did, but I'm more than willing to share with you." A voice said from out of nowhere and Caroling appeared a few feet from her.

Instantly Gwen's fist flared up and she readied to deliver a serious ass whooping to Charmcaster.

"What do you want, Charmcaster?" Gwen demanded.

Though she didn't release her disguise form she stared Gwen down and didn't activate her magic.

''Two things; to talk and to have some fun." Caroline said placing a hand on her waist.

"Well I'm not in the mood for talking."

"You know it's uncanny how similar you and Ben are, when I first approached him like this he got gungho about fighting as well. Then things cooled into a steamy night afterwards." Caroline said making Gwen cock an eyebrow.

"What are you talking about? When did you do this?"

Finally Ben appeared in the court panting from his run, he had only been a few minutes behind but the girls can indeed run faster. Caroline immediately took notice of his appearance and smiled jovially.

"Ah Ben, about time you made it. Why don't you tell your cousin to cool down before everything goes south." Caroline said waving to Ben as he walked to stand by Gwen's side.

"What are you up to, Charmcaster?" Ben asked hoping she wouldn't reveal that night to Gwen of all people, if his cousin got steamed just seeing her flirt with Ben then who knows what she will do if she tells her they slept together

"Ben, what does she mean by 'steamy night' between you and her?" Gwen said tensely as she eyed him dangerously.

Ben gulped, well this it, the cats are going to be out of the bag and crap is going to hit the fan. 'I just hope after this then she'll still talk to me at least.' He mentally sighed as he was about to speak, but Caroline beat him to it.

"I seduced him." The blonde stated simply and immediately Gwen looked at her in total stupor and shock. "You heard me, I seduced and had sex with your cousin, I know you did as well. It's obvious, but don't be mad at him, I magically subdued him and like my namesake 'charmed' him into loving me. What do you think?" Caroline revealed without hesitation.

Like a bomb going off Gwen became the angriest she had ever been and charged up her magic attack to blast the young woman in front of her without holding back. "YOU TWISTED BITCH!"

'Ben knew if she didn't fight back she would be killed by Gwen's attack, he had to do something and as much as he resented or even hated Charmcaster, he couldn't let Gwen stain her hands with death.

"Gwen wait! Stop!" Ben ran behind her and grabbed her arms to prevent her from firing and even though she didn't have much arm strength it was still a struggle to restrain her.

An outraged Gwen turned her teary eyed face to look at him in outrage. "How could you! Let go of me! I hate you! I hate YO-" Gwen's tirade was cut off when Ben stifled her lips with his and a deep warm lover's kiss.

Gwen felt her anger fading little by little, but she still tried to break free and blast Charmcaster to oblivion, though Ben was preventing her from doing so as he held her arms and kept her lips busy.

Little did she know that while Ben was doing this the charm was in full effect causing her to lessen her anger, but she was still pretty angry. A certain pink glow that was not mana lit up in Gwen's pupils as he kept kissing her, the charm was increasing with the love Ben felt for Gwen and though slightly tarnished by CC's confession Gwen's love for him remained intact.

Caroline casually walked up to the pair and did something very unexpected; sliding a delicate soft ivory hand up Ben's neck and took his head off Gwen's lips and placed him on her own.

Ben was now shocked as well as confused, here he was trying to calm Gwen down and her least favorite person just stole their kiss moment and turned it into her own.
Gwen's face became one of euphoric daze since the charm mixed in with Ben's kiss wore her down and nullified her rage and energy, but there was still anger and it would build up again at the sight of the blonde vixen frenching her cousin, but thankfully Ben's lips reoccupied hers again.

'Why don't I feel like attacking her? Why do my legs suddenly feel like jelly when he kisses me?..I was angry so angry but for some reason my body feels like it's in heaven.' Gwen thought when she felt Ben's arms slide from her arms to her torso and slowly lift up her shirt along with vest up.

Suprisingly Caroline's hands made contact with Gwen's bare abdomen and gently rubbed her mid section in soothing circles, the shock at finding Charmcaster of all people fondling her now was evident but subsiding as waves of more charm induced pleasure clouded her mind and judgment.

Caroline then put her lips to one of her ears and whispered something as she put her left hand between Gwen's legs.

"I'm not stealing him from you, Tennyson. I'm simply sharing him with you and who knows how many other girls he enticed, everybody wins. You can marry him and have his kids, but be open minded to this whole new world as well as the fact your ring may not be the only one on his finger." Caroline whispered exotically as she took a small gentle lick on her earlobe.

Gwen felt like punching her right then and there just for touching her, but the ministrations Ben was giving were too much and she pretty much melted into his arms, his hands were now reaching up underneath her shirt and feeling her clothed breasts.

Caroline however was pulling Gwen's pants down over her ankles, the tight fitting jeans were being dragged off her smooth creamy legs until they were off completely and tossed somewhere by the net.

Ben had just finished pulling Gwen's red shirt over her head and as soon as the red cloth left her head Ben returned to kissing her mouth letting his tongue wrestle with hers frantically.

Gwen mewed on effect and wrapped her arms around his neck to further the kiss. Caroline who was watching it in enjoyment grabbed the bottom of her own shirt and slowly lifted it up until it was just above her breasts and let it stay there. She didn't wear a bra and let her supple petite breasts out in plain sight for Ben to see.

"You weren't wearing a bra?" Ben asked as he separated his lips from Gwen's.

Caroline then grabbed her skirt and lifted it up but not to take it off. Ben almost had a nosebleed when he saw Caroline or rather Charmcaster's completely shaved smooth snatch in all its glory.

"Not wearing any panties either, I never do." Caroline said huskily as she walked over to them and kneeled down in front of Gwen, who now had a pleading look on her face at Ben to more making out, but Caroline had other plans.

"Charmcaster, what are you do- oh!" Ben said in awe when Caroline grabbed Gwen by the face and inched her pink red lips closer to hers until the blonder started sucking Gwen's lips with her own.

"Hhnngghh ..hhhmmmmmm." Gwen murmured in satisfaction as the blonder witch sucked the upper portion of her lips with hers while letting her wet tongue dip in to her mouth at the same time.

It was the hottest thing Ben had ever seen.

The sight of two sets of lips worming their way over each other along side the tongue probing was more than enough to spark an erection in Ben's pants that the girls took notice of.

Gwen, while still under influence of the charm though still fully aware of what was happening, gazed at Ben's tented pants and reached behind her back to unclasp her bra. Caroline then hiked her own skirt up until it was at her belly and let it stay there.

Now he could fully see both Caroline/Charmcaster's breasts as well as her moist womanhood and Caroline then grabbed the waistband of Gwen's panties and slid them off as well revealing Gwen's now wet pussy to Ben.
They both kneeled beside him and each girl placed on his crotch and began to grab and rub it feverishly. Ben could feel his erection getting bigger and he was getting slightly more anxious to just pound away at one of the girls since they were making him even more aroused.

Both the girls were looking then Caroline smirked and decided to have a little more fun by grabbing Gwen's head with her free head and turning to face her, Charmcaster engaged in another mouth sucking make out session with Gwen while they were still caressing his manhood through his jeans.

"W-wow .this is unbelievable." Ben couldn't believe his luck, now he was being serviced by two beautiful girls. One being his cousin and the other being the sorceress that started all this.

With a zipping sound the hem of his jeans were shimmied down his body by the both the girls' hands. He looked at Gwen and saw that familiar sexually hungry look in her eyes and figured she was in deep into the charm effect he had over her, hopefully she would accept this bizarre multi-relationship when her sense come to.

"What is? You mean this?" Gwen said letting her right hand dip into his jeans to pull his rock hard member and looked at Caroline who nodded. "Or do you mean this?"

Then as if lightning struck in the same place three times in a row, Gwen and Caroline both placed their warm wet mouths on his shaft and his testicles.

'Oh my..! This is Heaven! Huuuhhhh..yeah' Ben mentally gasped in exhilaration as the mouth of the redhead sucked in one testicle like a lemon while the blonde slid her tongue up and down his length repeatedly.

He could literally feel the wet flesh of the tongue of Gwen licking around his testicles like she were devouring a treat and Caroline was licking his pole like a Popsicle and savoring the taste too.

Slurping sounds could be heard as both girls were servicing Ben's cock for a few minutes and when they heard him groaning louder they figured it was time for the big finale.

With reluctance they let go, it was weird that they were almost in sync with their actions, and they Caroline laid on the bottom while Gwen laid on the top and both girls were looking back at Ben with anticipation like animals in heat.

"Come on, Ben. We're waiting " Gwen said in a lusty tone.

"Better yet, come in." Caroline said chuckling a bit.

Ben, now waiting for anything else in the world stood on his knees facing the girls, removed his shirt because he was feeling much heat, grabbed his member and positioned his hardened yet twitchy cock at the entrance of Gwen's wet vagina.

"Here goes for uh both of you." He said shoving his hard dick into his cousins waiting snatch.

"Oooohhh yes!" Gwen cried out in pleasure as she could hear the wet slapping sounds of her cousin slamming his hips into her, the penetrating wet fleshy feel of his cock repeatedly entering was making her arousal reach high levels.

Caroline placed one of her hands between her legs and started fingering her pussy hole in accordance with the arousal Ben was inflicting on them, additionally she grabbed Gwen's right breast and started sucking on it thus increasing the redhead's volume.

After a few minutes of fucking Gwen Ben reluctanctly pulled out and entered Caroline result an increase in her volume.

"This is great! This is fantastic, Tennyson! Faster! Faster!" Caroline panted as her body was now sweaty along with Gwen's and in extremely close proximity their bodies were rubbing each other while Ben was porking one after the other.

After a few more minutes of fucking Charmcaster/Caroline, Ben gritted his teeth and his thrusts became more erratic.

"Girls I'm close." He said.

"Release inside me, Ben." Caroline said winking and circling her tongue around her mouth and as soon as she did that Gwen took her mouth and slid her own tongue inside.

The sight set Ben off and instantly his hips started jerking wildly. "I'm coming!"

Caroline's legs wrapped around Gwen's lower body as she felt multiple spurts of semen fill up her cervix causing her to orgasm as well.

Just before Ben lost it all insider Charmcaster he quickly pulled out and inserted it into Gwen.

"Oooh yess!"

Gwen was now feeling the gushing torrent of semen fill her up as well.

After a few more seconds of cumming Ben sloped back and laid back on the ground exhausted, the girls laid on top of each other spent as well and with Ben's sperm gurgling out of their snatches.

"Wow. If I died right now I would die the happiest man on Earth." He said to himself when he saw Caroline get up and drag Gwen to lay down with Ben.

At that moment she finally released her form and became the silver haired version of Charmcaster again though still naked.

"That was amazing, we need to do this more often definitely." She said crawling over to him to lay at his side.

"What about Gwen? Won't she be angry after this? I mean the charm had its fun on her and now that feeling is gone, what if she breaks up with me? It's not like I was comfortable seeing enchanted into a sex frenzy." Ben said somewhat ashamed.

"Hmmm, don't you worry about her. She was fully aware of what has happening during all of this, I think she may come to accept it, at least her body has anyway. You two will talk it out together, but if she sees me again then she might refuse to listen. Some alone time between you two is what's best." Charmcaster suggested.

Ben only nodded and looked at his redheaded lover affectionately.

'This is going to be one very long talk later.' He thought to himself.

"By the way what is your real name anyway?" He asked looking at her.

"It's Caroline, honestly. That's my real name by birth and I haven't used since I did that disguise." She said

"Pretty name." He said earning him a quick kiss on the cheek from her.

"It's not like I'm named 'Charmcaster', ya know."

"I know, sigh, looks like I'm gonna be in a lot of mess later."

"Maybe, but where would the fun be if not for a little danger?" Charmcaster said as Ben thought about more prospects of who to 'entice' if Gwen,Julie, or Elena even let him go on with this.

'Hmmm, I wonder how Helen is doing.'
Chapter Six: Helping himself to Helen

By Auumaan

Sitting in the driver's seat of his newly owned car, that's right he got a car for his sixteenth birthday, Ben was sitting with his head tilted back in the unmoving car mulling things over. It had only been a few hours ago when he and Gwen had a long talk regarding what happened to Ben that involved Charmcaster prior to all of this.

Part of him thought this whole idea was juvenile to begin with, but then again he was young after all, it couldn't be helped and shamefully he would admit that he didn't want things to return to normal. He was in deep and there was no going back, he would tell Julie and Elena soon what kind of new world Charmcaster had opened up for him. Resolving things with Gwen went simple enough, but still rather unpleasant

Flashback (Five hours ago)

Ben was sitting Gwen on a bench outside the tennis court they were just in, both were cleaned up and re-clothed, but Gwen remembered everything entirely and now there was a somewhat awkward silence between them.

"So " Ben started turning his head to her.

"Ben, I don't know what to say .i really don't. I mean are we supposed to go back to normal like nothing happened or can we even continue our relationship like this. I mean dear god ..Charmcaster! Of all people her ! I " Gwen was cut off on her would be rant until Ben pulled her into an affectionate warm hug.

She stopped speaking and receded into the embrace he was giving her, wrapping her arms around his back Ben then spoke.

"I know you probably hate me more than anything else right I deserve and..." This time he was cut off when Gwen shut him up with a kiss to the lips. They remained like this a minute or so then she gently broke apart.

"I don't hate you, Ben. You can be arrogant and stubborn sometimes, but I could never hate you. I will always love you." She said with an honest smile and Ben felt his heart melt when she said those words. Inside his mind he knew that he will always be with Gwen until the end of time itself.

"Then what about Charmcaster ?"

She frowned at this. "I still hate her, Infact I'm kinda surprised she didn't off you or me just now. What's her angle in all this, Ben? Why did she seduce you and put this 'lust' spell on you in the first place? What's going?"

Ben shrugged. Honestly he didn't know why, it just seemed like she was simply committing to whatever sexual urges she was having with him as the target. "It's probably her twisted idea of fun and don't hate me for saying this, but I don't think she's such a bad guy."

Gwen made a look that implied; 'Are you crazy?'

"I know you think I'm nuts for saying that, that look on your face is a dead give away, but if she wanted to kill me then would have done so back in the gym. In fact, she pretty much really hated you and she could have killed you and me just now, but she didn't." Ben said testifying for the witch. He felt like he was crazy and he knew that Gwen suspects he is under some magical influence under Charmcaster.

"Ben, are you honestly standing up for her?"She said with her voice intensifying. "She's our enemy and she's made that clear every time she sends golems and magic blasts at us."

"But it was her Uncle forcing her to do all this, she pretty much said it herself when she..uhh..You know "

"I already fell for that con a long time ago and she used that to her advantage, we can't trust her." Gwen said staring him down.

"Trust me, Gwen. She's not trying to kill us or do anything to us, she has had this many chances already and she could have used that time to finish us off, but she didn't." Ben added.

Gwen's frown was lessening and she slowly comprehended his words. True to the fact she could have done them in a hour ago, but didn't. Maybe he was right, maybe

"Hello, Ben hunny!" A cheery female voice said surprising both of them and then Ben felt a soft pair arms wrap around his neck and chest. They both looked to see

"Charmcaster!" They said in unison, although technically it was Charmcaster, but rather it was her blonde bombshell babe disguise that refers to herself as Caroline.

"I have a name, you know. I wasn't christened with 'Charmcaster' when I was born." She said frowning.

Gwen glared at her angrily and stood up igniting her energy fists, but Caroline didn't bother moving from her spot.

"What do you want?" Gwen said through gritted teeth.

"I understand why you're angry, but know that I didn't come here to start trouble, princess."

"Why did you screw my boyfriend and decide to have your way with both of us just awhile ago?" She said not letting her powers drop.

Caroline detached herself from Ben's back and leaned against the wall beside them.

"Let's clarify a few things first; I didn't just screw him, I took him around the world." Caroline smiling mischievously.

Ben blushed a bit and Gwen's glare intensified.

"Secondly, my actions regarding him don't involve any grudges with you or him. In fact I actually stopped caring entirely about our little rivalry."

Gwen scoffed loudly.

"I am telling the truth." Caroline said looking serious.

"Yeah like that time you acted like an innocent victim of your uncle's evil and decided to swipe my charm out from under me." She said keeping her eyes focused on her.

"Back then I still hated you. In fact I just hated everything, one of the many things that made me a psychopath, my uncle taught me the dark arts when I was young and it was all I would ever do. I wasn't allowed a childhood of playtime and friends, it was just sorcery, black magic, and voodoo over and over again. I was ruined and seeing you in your perfect little life didn't help either." Caroline said bitterly.

Gwen looked like she didn't believe a word but nodded for her to go on.

"Until just a few days ago, a night of my own well deserved enjoyment with Ben here made me see things differently." Caroline gestured to Ben and smiled at him.

"You put him under a spell and seduced him for your own satisfaction!" Gwen shouted at her.

Caroline dropped her disguise to regular Charmcaster and nodded. "True, at first anyway "

"What do you mean?"

Charmcaster was quiet for a moment then had a solemn look on her face. "I fell in love with him."

'What?' Ben thought to himself when he heard this startling revelation.

Gwen could see it on her face, she was serious, part of her knew it to be true and another part still thought she was playing some angle.

"Shoot me if you want if you're still suspicious me, Gwenny. We had a wonderful night and in doing so I bestowed upon an augmentation to have any woman he wants granted if they harbor deep feelings for him." She explained leaning down to catch a surprised Ben in a tongue probing kiss.

Feeling like her hair was rising up Gwen saw the sight of the seductress having her fun with Ben yet again. She aimed her right hand at her, but didn't fire. She really felt the urge to yet that desire was fading for some reason.

Breaking away gently from the dazed Ben with a thin string of saliva trailing from her mouth and his she looked smugly at Gwen.

"I know you had fun with me as well, Gwenny. Don't tell me you didn't enjoy it." Charmcaster said putting her right hand on her hip.

"I still hate you, you know. Why did you give him this power?" Gwen said then turning to look at Ben himself. "And why did you just go along with it?"

Feeling the guilt wash over him again he put his hands on his forehead. "I know I know, I couldn't help myself when this spell was put on me. Everywhere I go it just activated and then after Charmcaster there was Julie and then you and Elena and "

"Wait a minute. You had sex with Elena and Julie as well? Even though you and me-"Gwen was about to choke up a bit until Ben stood up and pulled her into a searing warm kiss.

While he did this Charmcaster simply looked at her fingernails indifferently.

Letting go he gazed into her eyes. "I couldn't control myself, but I still love you with all my heart .it's just-"

"-It's just that now he loves more than the two of us will all his heart and vice versa, every girl he came in contact with that had a connection to Ben became entranced and brought out their deepest desires for green boy." Charmcaster said smirking a bit. "I couldn't change it back even if I wanted to, regardless isn't this fitting? What man or boy wouldn't dream of this gift?"

"You told Julie and Elena you love them too? That's " Gwen said awkwardly.

"I know, it's just this 'thing' brought out my old crush on Elena and feelings for Julie into 'full motion'. " Ben stated honestly and nervously.

"So what do we do? I'm more than willing to stay with you, but I don't think you could break with them after going as far as you did." Gwen suggested.

Charmcaster sighed. "Simple, Princess, you don't. His asian girlfriend and the childhood sweetheart will say the same thing you did. Like I told him earlier; 'things will only get bigger for you'. Remember those words, Ben?"

He looked back at her incredulously. "So I'm supposed to be just fine with making harem girls out of them? What if they get jealous and angry and start fighting with each other or something? How is that better?" Ben said raising his voice.

"They won't fight or kill each other; this type of magic opened their heartfelt feelings for you, correct? Well it also would make them more open minded; I doubt they wouldn't be willing to share." Charmcaster said confidently.

Ben was silent for a moment as he was contemplating this. Here was an opportunity of a lifetime being tossed into his lap that most boys and men alike would dream about. Part of him didn't think it was fair to any of the girls like Julie, Elena, and Gwen. Wouldn't it be much worse if he broke up with Julie and Elena after coming so far already? Would they be open to the idea? He was feeling backed into a corner at the moment, but he could still freshly recall the sheer nirvana he felt when he was having sex with both Gwen and Charmcaster at the same time. Scrunching his face and gritting his teeth he came to a conclusion he prayed he wouldn't regret.

"Gwen, if you're okay with this in anyway " Ben said looking solemnly at his redheaded lover.

Gwen could clearly see that things have already gone beyond the limit already since he did it with the other two girls, this would be a drastic change in their lives and she would endure whatever happened if it meant she could be with him.

"I'm .I don't mind, Ben. As long as we're together I don't mind sharing ." Gwen then turned to look at Charmcaster with a sour face. ' even with her. Like I said earlier; I'll always love you." She said looking into his eyes and he was nearly choked up but instead he gave a full kiss showing how he felt about her approval.

They were in their own moment until Ben felt another pair lips intruding between them in a three way kiss.

'Charmcaster? This feels good .' Ben was lost in pleasure as he now sucking in the tongue of the silver haired sorceress while Gwen's tongue was roaming along both of them.

All three felt the warm wet flesh of each other in a triple embrace, Ben could vaguely hear Gwen moaning and noticed Charmcaster rubbing her left hand between her thighs.

Inwardly grinning Ben pulled apart from the two leaving a confused pair of blushing girls.

"I think it's time for you two to 'kiss and make up', we're all onboard for this, right?" Ben said grinning.

Gwen looked reluctant for a moment then turned to face Charmcaster. "It will take me a very long time to even get along with you, you know." She said putting her hands on the witch's face.

"Likewise, Princess, for the record this wouldn't be the first time we kissed." Charmcaster said pulling Gwen closer to her body as well.

"For Ben." They both coincidentally said in unison before Charmcaster started smothering her open mouth and tongue all over Gwen's mouth.

Ben could hear them humming in pleasure as CC's tongue was diving into Gwen's wide open mouth and the redhead herself would hum while sucking it in like an ice cream snack. Once again Ben was watching a very hot scene between two girls.

"Hm?" Ben looked around the scenery to make sure any onlookers weren't around, thankfully there were few people around and they're nearby, but they couldn't stay here and continue. That's for sure.

"Okay girls, I think we should continue this within the confines of our own home, shall we?" Ben said placing his hands on both girls to gently pull them apart, Gwen looked at him dreamily as did Charmcaster. They both looked at each other and nodded.

"You're right, but how about a special night between the three of us? I have a few ideas that include whip cream." Gwen said surprising Ben with her naughtiness.

"Hmmm, I would love to, but I think we should save that for tomorrow night. I have something important I need to do tonight. Is tomorrow alright with you, hero boy?" Charmcaster said hooking her slender arms around his left arm. Gwen took the other one as they walked away from the area.

"Fine with me, I have a meeting with the plumber's helpers for a mission tonight anyway." Ben said suddenly feeling a soft hand on his buttocks and a different one on his crouch.

Charmcaster was feeling his crouch through his jeans while Gwen was cupping his ass.

"Okay then, that means we'll put in more energy for tomorrow night, Ben. I don't think you'll want to get out of the bed when we're done with you." Gwen said smiling genuinely as she leaned her head on his shoulder. Truthfully she still questioned her sanity at making this decision, there wasn't a known way to break this spell and now she wasn't sure if she wanted to. She didn't want to break up with Ben and she knew he loved those girls as much as he loved her. This was indeed going to be a great change in life.

"What she said." Charmcaster added as they walked down the street elsewhere.

End flashback

Here was now in his car waiting for the ship of the Plumbers kids to come near to pick him up. They operated on a base somewhere in Bellwood and they sent word for him to meet them here.

"And here they come." He said to himself when he heard a familiar noise of the small Plumber's craft hovering near his car. One of the docking doors opened revealing Helen, the half human half-kliniceran speedster gal that was the counter opposite to her buddy; Manny.

"Hey Helen, what's shaking?" Ben called out as he got out of his car and locked it.

"Come aboard and I'll tell you, by the way Manny, Pierce, and Alan are all busy right now. So it's just me." She said in her usual gently calm voice.

Ben nodded and jumped aboard the docking bay into the ship.

The ship's entry door closed and Helen zipped back to the ship's front to steer it off auto-pilot and drive it back to the homebase.

"So what are those three busy with anyway? Is Manny doing more fixed arm wrestling matches with other aliens again?" He said sitting in the passenger side next to her while she steered.

"No, but I wouldn't be surprised if he did. We're scattered thin at the moment, Manny and Pierce are in their individual training missions at Plumber's academy and Alan is at his hometown spending time with family."

"How come you're not in specialized training?"

"I already did it, I was advanced in classes for someone my age, so basically I'm ahead of them in curriculum for now." Helen said smiling.

"That's great; I always figured you're smart as you are good looking." Ben said looking straight ahead out the windshield. Helen blushed a bit and nervously turned back to her piloting.

After a few minutes of flying Helen flew down to usual outpost they were based in and got off.

Ben followed her out and while doing so he couldn't take his eyes on her rear as she got up, the sway of her tail also gave him some naughty thoughts he didn't have before the spell.

"So nothing has been going down lately,huh? I mean you're stuck here on recon duty and all." Ben said keeping his focus on her walk.

"Yeah, pretty boring actually, I've just been killing time watching streamlined movies on the internet." Helen said in a hum drum tone.

Ben chuckled a bit. "No solitaire? Or episodes of Family Guy?"

Helen chuckled a bit. "With all this free time I could be out doing normal things like going to the mall or the movie theatre, but life has been all work lately." She said exasperatedly as she sat down in a desk chair in front of a terminal.

Ben sat down beside her in another chair.

"Not like I've ever been normal anyway, but I'm getting off topic, here's what I called you for." Helen said tapping some keys on the keyboard in rapid succession. She brought some information screens on the monitor wall in front of them.

"We are getting reports of sightings that involve a new kind of robot called Synthoids. We don't know who's creating them or why or even their threat level, but we have hunch whoever's building them must be connected to the Omnitrix." She summarized.

"How so?" Ben looked interested now as he looked up at the screens.

"Their technology involves imitator hardware that replicates active Omnitrix DNA usage when it activates and blank DNA synthoids could theoretically became one of your aliens. It's all just in theory though. What do you think?" Helen said looking up at Ben who was standing behind her.

"It could be anyone like Animo or Vilgax, still too early to tell, but I'll be sure to be on the lookout for those giant lawn sculptures. Is that all?" Ben asked looking at her.

"Yep, sorry I had to drag you all the way out here for a simple debriefing."

"I'm not, because now I get to spend some time alone with you." Ben said smiling.

Helen blinked wide eyed as her mind tried to register just what was going with him.

"B-Ben, if I didn't know any better I'd say you're hitting on me." Helen said nervously as she faced his gazing stare.

"Well I am actually. You're pretty cute, Helen." Ben said sincerely.

Helen's mind was working all this out, here was Ben of all people hitting on her and calling her cute. Helen had never thought of herself as cute, she was a hybrid and he was a handsome human boy. None of this could mix well.

"Ben I I appreciate the sweet talk and flattery, but I'm .well look at me. I have sharp fingers, a tail, and semi-hind legs. I'm not a human, Ben I..used to be though." She said sadly at the last part.

"You were?"

"Well when I was born I was a human girl at first, but when age and puberty progressed my residual alien DNA eventually more dominant and my appearance became more like this over time. Alan is one of the lucky ones, he doesn't have to be in alien form twenty four seven, and I'm stuck like this forever probably. I'm not an attractive whatever-I-am for you, Ben." She said sadly until Ben caught her off guard by pressing his lips to dark blue ones.

'What the Hell, Ben ? I this isn't right it's ! It's feeling strange .is something coming over me..? I want this to stop but ' Helen thought when unknown to her eyes emitted a soft pink glow and inwardly she receded to whatever sway he was over her.

Feeling her long slightly lizard like tongue coil around his own tongue Ben felt the intensity of the kiss increase tenfold.

"Hhhmmmmm." Helen took the opportunity to place her hands on his back and pull him to her allowing her long blue legs to wrap around his back.

She was still in her seat as she was being taken by Ben who was now pulling down the zipper of her green vest and rubbing her left inner thigh with his other hand.

'I wonder how sensitive she is down there.' Ben thought to himself as he moved his hand from her inner thigh to between legs and worked his fingers strongly.

Helen felt her heart beat faster and her womanhood feel arousal at Ben's hand through her pants. Reflexively retracting her mouth because of his ministrations to her lower body, Helen bit her lip and shut her eyes as Ben was driving closer to an orgasm.

Her vest was off and she still had her black T-shirt and skin tight black pants, but she was about to change that.

Ben grinned as he stood up and attempted to remove his jacket and clothing, but in a blur of blue hazy speed Helen spun around and stopped when suddenly he found himself naked entirely.

"W-Wow, I really miss having access to that alien form. Thanks, are you going to let me undress you?" Ben said smirking as he pulled her into an embrace and locked her into a probing kiss.

After they broke apart she placed her hand right on his now erect member letting her feel the rock hard flesh of his manhood.

"Hmmm, I was thinking a little kinkier." Helen said placing finger on his chest in a flirtatious manner. "I'm all ears."

"Good, first I'll need you to sit down on the chair and leave the rest to me." She requested and he eagerly obeyed. Sitting down facing Ben found the chair comfortable in the nude; Helen winked at him then turned around so that rear and tail were foremost in sight.

Helen then did a very kinky new thing to Ben; she placed her supple buttocks around his hard member causing him to feel her cute butt cheeks around it.

'She's hot-dogging me. That is so hot!' He thought as she started bouncing her hips up and down slowly on his dick. Ben made a goofy grin at the naught idea she had that he liked so much.

Then she pushed her butt closer to the point where he felt her pretty much sitting in his lap and she let her tail wrap around his chest so she wouldn't lose balance.

"Ready for more?" Helen asked grinning. Ben nodded quickly and Helen begun gyrating her hips in rotation.

"Ooohh Helen, that feels fantastic!" Ben said bracing the armrests of the chair while Helen's still clothed ass was rotating in massage of his now twitching cock.

"Like my little dance, Ben?" Helen asked smirking.

"Love it."

"Then you'll love this." She then retracted her tail from his chest and opened the distance much to Ben's displeasure, but what she did next made it much better.

Feeling the slender whip like tail of hers suddenly trail down his chest to his lower regions, Ben now understood what she was doing and liked it.

Her tail wrapped itself around his hardened penis in a coil and then it jerked it rapidly. Gritting his teeth he felt the urge to cum rising as her soft blue tail that was coiled around his member continued jerking it.

After a few more minutes Ben titled his head back moaning. "I'm cumming!"

Helen removed her tail and quickly knelt down in front of him and opened her mouth when his dick started twitching violently as it shot out multiple loads of creamy white semen into her mouth and on her face.

Ben released several more jets of sperm which landed on Helen's tongue and finished, he looked at the sight of cum covered Helen when she wiped the spermy substance off her face and placed a cum covered finger into her mouth.

"Hmmmm tasty." She said taking a lick of it then sucking cum off her fingers and swallowing the rest in her mouth with a loud gulp.

"That was incredible." Ben stated leaning up.

"The night is not over yet, sweetie." She said and in another blur of speed she removed all her clothing revealing to Ben a shy elegant blue alien girl in all her glory.

The only really noticeable traits she had was her helmeted head, she kept it on, and her pseudo hind legs with the speed orbs secured below her feet. Other than that her body was similar to any other female's with the exception of her tail and elbow ridges, she had C-cup level breasts that she covered with her arm out of modesty.

"Wow, I didn't know you were so stacked." Ben said adoring the sight of her tits.

Helen blushed and leaned in for another deep tongue entangling kiss.

"You don't mind me being like this? It's a fact that most female races of every alien species have a nearly universal anatomy, but everything about me just screams 'alien stereotype'." Helen said with low self esteem.

"Hey, you're fine just the way you are. I don't know where you got your confidence issues, but one thing is for certain. I'm about to make love to a beautiful alien girl." He said earning a blush from Helen again as they resumed their kissing.

While they were kissing Helen took used her tail and placed the tip of it on own bare pussy. The tip of the tail rubbed itself against her cunt and started going faster until the soft pointed end was poking her clit.

"Mmmmm!" Helen hummed in satisfaction silently thanking her genetics for granting her a very useful tail. Between Ben's mouth sucking her tongue and her tail masturbating her pussy, she was in heaven.

A few more minutes passed as they continued and Helen took the next step and plunged the tip of her tail deep into her pussy, she moaned deep into Ben's mouth.

'Masturbating with her tail is definitely mixing it up, I'm getting hard again just by hearing her. Her pussy is preoccupied at the moment, but what about her other hole?' He thought to himself mischievously as he surprised by grabbing her ass cheeks firmly in the tight grip of his hands.

Thrusting her own tail into her snatch with my vigor Helen let go of his mouth and started moaning loudly, Ben squeezed her blue butt cheeks as her hips began to grind against him during masturbating.

"That's kinky, Helen. I like it." He whispered to her before he closed his mouth on one of her breasts and sucking on it.

"Oh yes! Ben you're amazing!" Helen moaned loudly in ecstasy while Ben continued to suck in the alien girl's left breast as he groped her other one. Even for a hybrid her breasts were no different from a human girl's apart from her nipples being a darker blue color.

Ben removed his mouth from that breast to and placed it on the other one, Helen then grabbed his head to nudge him on to keep going.

'I can't believe I didn't do this sooner! This is amazing!' Helen thought biting her bottom lip in barely restrained pleasure.

Little by little the tip of her tail delved in deeper until her body tensed in Ben's lap and her hips starting undulating wildly.

"Oh Oh ..ooOOOHHH!" Helen hollered out as her hips started jerking and her grip on Ben's shoulders tightened. She just had her orgasm.

Now that she stopped undulating she relaxed her body in his arms and removed her tail from her snatch, Ben surprisingly grabbed the tail and brought the juice covered tail tip to his mouth and licked her juices off.

Helen made a surprised face when he did that, but she was getting turned on as well, he was doing something with a part of her body.

Slurping sounds being made Ben finished sucking Helen's pussy juice off her tail and looked back at her with a grin. "You tasted good, Helen, but I still want a little bit more of you." He said firmly grabbing her ass and lifting her up so that her ass hole was directly above his member.

Helen's eyes widened, never before had she considered the idea of anal sex on her, no boy she had ever met had so much has kissed her let alone shove their meat stick in there.

Her ankles were dangling over his shoulders and Ben looked to her for permission, Helen smiled and instantly nodded.

"This is my first time doing this, but you will love it. Here we go." Ben said using his hands to slowly lower her body down to his thus allowing her buttocks to touch the tip of it.

She was still a virgin in both the ways, but this way probably would hurt a lot, she was prepared for it though as soon as the tip of his rod now touched and prodded her anus.

Ben smiled and slowly sank Helen's hole down on himself allowing his cock to gradually bury itself within her.

"Oh god oh god oh god!" She panted at feeling this new experience and within seconds she felt all of Ben's manhood buried within her anus. Feeling strange and expected pains Helen gritted her teeth in agony as she slowly became accustomed to the feeling.

'She's so tight! I feel like I'm about to blow my load already! No time to waste.' Ben thought as he thrust his hips earning a small moan from Helen and he started thrusting again into her ass.

His member kept coming back out to the tip and with each thrust it dove back inside her. Ben was screwing Helen in the ass and he loved it.

"Ooohhh, Ben it feels .incredible..!" Helen struggled to say as she braced her hands on Ben's kneecaps to keep from falling backwards as he kept pumping into her.

Ben gritted his teeth signaling he was close. "I'm going to "

"Do it inside me! Don't you dare take it out!" Helen said as her body continued to bounce repeatedly as his hips were jerking constantly with her bounces.

'"I'm cumming!" He yelled out as his hips stopped thrusting letting his cock stay buried in her anus shooting off.

"Oh yes, Ben! Yes!" Helen's body tightened as she begun having her second orgasm while Ben's gushing amounts of semen filled her anus.

His cock jerked a few more time and stopped after depositing copious amounts of his sperm into her butthole. Ben slumped into the chair exhausted and Helen lay with him.

"W-wow, well now I know I lived out a Science fiction fantasy." He said chuckling.

"That was amazing, Ben. Does this mean what I think it means or is it-"Helen was interrupted by Ben's searing kiss, she blushed and returned the kiss letting their tongues rub against each other.

"Yes it is, but I need to go over a few details with you, Helen. I want you with me, but there is something you may have to agree with first. Are you up for it?" He asked measuring the weight of his words carefully.

"Ben, of course I am, you're the first boy ever to be like this with me, no other boys human or otherwise can give me the time of day like you did. I'll face whatever 'details' you have, lover boy." She said nestling against his chest.

"You're the greatest, Helen."

"I just wish we could be in public like this, but a speedy blue alien girl with a human boy would never be able to walk out in to the world without stares and whispers." She said sadly.

Ben just then had an idea and raised his Omnitrix arm to look at. "Actually I think I may have a solution to that problem." Ben said smirking and Helen leaned forward to kiss him again.

"I can't wait to hear it, but I think Manny and pierce are going to be here soon. We need to get dressed up first." She said getting off and standing back up letting a small dribbling amount of creamy white goop to drip out of her ass.

"yeah you're right, well then-" Ben was interrupted by a flash of speed as the doors opened revealing the Tetramand hybrid as well as the Porcupine humanoid leader.

"Helen, we're home!" Manny called out looking around to see to Ben and Helen sitting in leaning against the terminal console with their clothes in disarray.

Thankfully Manny was rather dim to notice it and Pierce just thought they came back from training in the holo-room.

"Hey guys, good to see ya. Helen and I were just practicing out in the training grounds with some drones." Ben lied covering up their little 'session'.

"We got a little careless though, I already briefed Ben and I'm taking him home." Helen stated looking nonchalant.

"Well on your way back could you pick up Alan as well? Plumber academy called and they want us for a field training mission." Pierce said looking at the two with suspicion.

"Will do, come on Ben." Helen said cutely as she led him out the room and as soon as they were out of sight they held hands.

"Any of that seem odd to you?" Pierce asked Manny after they left.
Manny simply shrugged. "I didn't notice anything, their clothes are messed up , but training does that to you."

"Yeah usually training involves 'torn' clothes and laser burns." Pierce countered.

"Meh, can't bring myself to care. I'm going to watch some WWF now." Manny said leaving the room.

When Ben and Helen got to their ship they both entered and as soon as they were in they started making out vigorously. Helen then decided to slide her tail into his pants after they set the ship to auto-pilot. They were due for a lot of fun on the flight there and no one would know.
: Timeless Lust (Part one)

By Auumaan

It was night time at the moment and inside a part of an aerial Plumber's helpers ship, there was a certain 'session' going on between one teenage boy with a suped up wristwatch and an alien girl with blue skin that had her semi-hind legs wrapped around his lower torso as well as her smooth blue tail diving underneath his pants.

Her arms hooked themselves around his neck and his back while Ben's mouth was kissing and sucking on her neck. In Helen's point of view she felt like her body was on fire, in a good way, her vest was already hanging open and one of his hands were already up her shirt feeling her breasts.

Ben's mouth let go of her neck much to her reluctance. "You're pretty well endowed for someone in her teenage years." He said kissing her on the lips once again.

She smirked inwardly and opened her mouth further to let his tongue worm it's way in for her to suckle on. While she did this Helen could feel him hardening quicker and instead of using her tail she slid her right hand down his trousers to feel him.

Ben slid her black shirt up enough so that her supple C-cup breasts were visible once more. Ben gazed into her eyes to see a silent pleading and he nodded before leaning forward to take her left nipple into his mouth.

Helen moaned and Ben grabbed the other one with his right hand and grabbed, squeezed, and fondled it earning a loud moan from her.

'My knees feel really weak. He must have had experience with this…ooooaaahhhh…' Helen was cut off from her train of thought Ben sucked harder on her nipple and licked around the areola causing heightened waves of pleasure to flow out through her body.

Fortunately since they were inside the ship Helen picked him up in, there was no one around to worry about with the loud noises she was making and the louder ones she was going to make.

She could tell he was definitely eager since now he was pulling her pants down her legs with his unused hand, she knew instinctively that they were both too impatient for clothing right now. With a jerk and kick her tight fitting black pants landed across the room space and Ben placed the hand he used on her pants on her unclothed heated snatch.

"Ben….you're way too good at this….!" She whispered breathlessly not out of suspicion but out of thrill.

With a zipping sound Ben smirked then locked lips with Helen again. After a minute of tongue wrestling action their mouths broke apart and he looked at her confidently.

"You haven't seen anything it." He said then Helen's face turned into one of utter surprise.

Ben's fully erect member began prodding her vaginal entrance and steadily drilled it's way into her.

"Hhhoooooohhh….." She moaned a bit then bit her bottom lip in slightly scared anticipation.

"Are you a virgin?" Ben asked.

"Yeah, with what I look like it comes as no surprise." Helen stated quietly after nodding.

"Do you want to lose your virginity to me, Helen?" Ben asked warmly cupping her face in his hand.

The pink glow filled her eyes once more and she answered his question by letting her long tongue out to lick surface of his lips seductively.

Ben understood and with his hips he aimed then probed her labia with his ready member.

"This may hurt a bit." He said giving a strong thrust into her snatch causing her to whimper loudly, but only slightly. The tip was inside and about to breach her hymen, despite knowing there would be pain Ben thrusted his cock once again and penetrated Helen taking away her virginity.

"Aaaaooowww…." She struggled to stifle her cry of pain and found it hard to do so if not for Ben locking lips with her once again to stifle the pain somewhat. "oooowwhhmmmmm…." moans of pain then slowly turned into moans of pleasure as his hips gyrated slowly as he adjusted inside her while her mouth was busy sucking in his tongue.

'I can't believe I'm actually inside Helen, she feels fantastic, I guess the female anatomy is universal then. She doesn't feel any different than any of other girls I've been with. Sure is tight though.' Ben thought as he slowly sank his hips inwards then outwards repeatedly spearing her with his member.

Helen's eyes squeezed together in extreme pleasure and how reaction she wrapped her long blue legs around his waist so that her semi-hind ankles interlocked and her tail slithered around his testicles to massage them in a coil.

'Whoah…! The things she does with that tail of hers…!' Ben thought as he thrust faster and with every jab he felt more of Helen's wet pink passage constrict and moisten his cock.

'I have no idea where any of this came from, but I don't this to go away! I need this, I need Ben!' Helen thought as she felt the invasive piece of flesh dig into her depths over and over again, her mind was in a haze as her body was in bliss. She used her tail's tip to tickle Ben's sac causing him to come closer to shooting off. She wanted him to lose it at the same time as her, which was close and coming closer with Ben grabbing her buttocks hard.

His hips were slamming into hers faster and harder and Helen mentally moaned out loud in pleasure. Wet slapping noises were being made and becoming more constant, soon followed by a collective loud cry of ecstasy from Helen.

Her body tensed and she called out Ben's name and tightened her arms around his neck along with her legs around his waist. Her snatch now convulsed and tightened around Ben's meat causing him to tense his body and call out her name.

"Oooohhh Helen I'm gonna lose it!" Ben said loudly with his grip tightening around her buttocks.

"Lose it inside me, Ben! Let it all go!" Helen answered back with her mind in complete unthinking euphoria.

Ben gritted his teeth and felt his dick jerk and twitch repeatedly shooting multiple spurts of thick sperm into Helen.

"Oh yes, Ben! Yes!" Helen held tightly onto him as her orgasm took place alongside his with her body undulating with Ben's jerking hips. Her juices coating his member while an increasing amount of semen flooded her pussy.

They held onto each other while Ben was finishing up inside her and both orgasms ceased leaving the two teens sexually exhausted. She unlocked her legs around him and he pulled out of her letting a small dribbling amount of his seed spill out of vagina.

Helen laid against the wall of the ship slumping and Ben laid next to her resulting in a cuddling pose of two lovers.

"That was beyond incredible, Ben. You've really made me feel special, I don't think I can repay you enough for that, but I do have a few ideas on how." Helen said smirking then looked across at her legs sprawled with Ben's. Even now she felt a little saddened by the vast physical differences between their races, that meant they would always have to do it within more secure confines instead of regular places like normal humans.

Ben noticed the sudden change of emotions on her face and placed a hand on her face to get her attention. "I know what you're thinking and maybe I have an idea on how to deal with that."

"How? It's not like I can suddenly go human like that, I want to so badly, Ben." She said looking forlorn.

"Who says you can't?" Ben said in a cocky tone as he raised his wrist with the Omnitrix up for her look at.

"The Omnitrix?"

"If it can change me into aliens all the time I bet it works both ways. Especially for you since you were originally human despite being a hybrid." Ben stated looking chipper.

Helen looked somewhat hopeful but still held a bit of doubt. "I'm not sure it can do that, I'm genetically like this and-"

"I'm just your everyday human being, Helen. This thing literally transforms me into so many different alien races that defy the laws of physics. I was able to de-mutate Gwen's brother when he was mutating into a DNAlien, ya know. Nothing is impossible." He said with sheer resolve in his eyes.

Helen looked skeptic for a moment then nodded. "Okay, try it on me then. I just hope this doesn't change me into something else." She said standing up with Ben.

Ben fiddled with some keys and whatever buttons the Omnitrix had and called out to it. "Voice command function: Reverse alien DNA in genetics."

The Omnitrix lit up in yellow and did something unexpected. It projected a little scanning ray on Helen from head to toe, when it finished it flashed green again.

Scan complete; abnormalities found within Human/Klineceran DNA, requesting authorization to perform abnormality removal to allow interchangeable transformation."

"Authorization granted, Perform the procedure." Ben commanded and the Omnitrix lit up bright green and Ben placed his hand on Helen's head.

An eerie green glow filled the area making Ben shield his eyes for a second and when it died down he reopened them only to have his jaw drop.

There stood the naked human female form of real Helen; she had short bobcut black hair, azure blue eyes, pouting lips, and stunned look on her face.

"Abnormality removal complete. Alien/Human hybrid confirmed for perfect health and the ability to change form whenever." The robotic voice of the Omnitrix stated.

She felt around her face in stunned shock and awe as if she couldn't believe what happened. Her delicate five fingered hands roamed around her face to confirm what she was feeling. Her body was half an inch shorter than her alien form since her feet didn't sport the speed orbs anymore, her tail was gone, her breasts were thankfully still the same size and perkiness. Her body was elegant and more womanly than petite for a sixteen year old, she was really just drop dead gorgeous and Ben himself was surprised by her appearance.

"I…can't believe it." Helen felt around her body for the familiar feeling of her tail only to be pleasantly relieved not to find one anywhere. "I'm…I'm…human again…this feels so surreal." She said in a cute bewildered way Ben adored.

"W-Wow….and I thought you were good looking enough in your alien fo-" Ben was cut off by a deep suffocating kiss from an eager Helen. She was so eager she unwittingly made him fall lightly on his back with her on top, but she did not let go of the kiss.

She was passionately letting her mouth wrestle with Ben's and her tongue lapping his in vigor. The two wrapped their arms around each other and Helen was expressing all her joy, happiness, and gratitude into love making. If she didn't know it before then she did now; she truly and deeply loved Ben with her entire being. Those were her thoughts as he delivered a new world to her and a whole new life she thought she couldn't have had.

"Wow you're motivated." Ben said after she removed her lips from his.

"And I always will be because of you. You ready for another round?" She said with a naughty look on her new human face.

Ben didn't need to answer and she already knew what he would say since his dick was now fully erect again and rock hard ready to go.

He smiled and cupped her beautiful face as he leaned in for a kiss which she gladly returned. After breaking the kiss he attempted to get up to try a position, but a firm hand on his chest kept him pinned.

"You just lay down and let me take care of you, my dear sweet Ben." She said in a lusty tone as she straddled and moved her hips down to his cock. "Here we go." She landed her bottom down on his hips letting her wet moist hole swallow up Ben's penis.

"Yes yes!" Helen put more energy into fucking him cowgirl style and her breasts bounced around much to Ben's enjoyment. The feeling her now human female snatch sinking onto his penis recreated feelings of much intense nirvana shared by both of them.

Ten minutes went by and Helen continued riding him like a stallion, his hands grabbed her hips as she bounced up and down on him, Ben felt like he was coming soon already.

He was close and it seemed she still had more than enough energy. Ben felt like he could hold it until she did something else.

Her hips ceased bouncing and started gyrating instead. It was a new level of sexual pleasure altogether as her hips were rotating slowly and sensually with his cock still inside.

"Oh god Helen!" Ben cried out as he came once again shooting off numerous amounts of cum into her womb, his member jerked uncontrollably and continued cumming inside her for a least a few more seconds until he finished.

"Wow." Ben panted with Helen laying on his chest curling a finger.

"I know, right. I think some of your man juice is pouring out of me even now." Helen said nestling her head next to his. "You're incredible, Ben." She said smiling.

Ben grinned and simply stayed there with her, both were spent for the night and Ben hoped she didn't want to go another round. Even he didn't have the energy for it.

"So what's this idea of yours anyway?" Helen asked as they could felt the ship coming close to their destination. She had set it on slow just for the occasion with Ben, she was still glad to had done it.

"Well….you may not think it's a sane idea. I'll tell you but I hope to keep this new relationship with you, Helen." Ben said reluctantly. True he did want to get more familiar girls into this little operation of his since the charm wouldn't turn off anytime soon, but Helen had just discovered new possibilities with life that she could achieve thanks to him. If he told her about the harem and about other girls she might be crushed.

"I have a hunch that whatever it is might be weird, right Ben?" Helen deducted looking at him. He nodded.

"I don't care what bizarre arrangement it is I just want to be with you, Ben. For better or worse, I can't turn anything back now and I won't. I love you that much." Helen said in her heartfelt declaration.

Now Ben felt a little more relieved and gathered up the courage to tell her about everything.

"Well then…"

The next day later….

Somewhere in a desert like landscape there stands a Navajo village settlement, many various native Americans walked around and simply went about their business. One certain Navajo girl walked up to a much older one that was observing a newly established monument in the center of the town.

"Granddad, one of your old plumber friends is on the phone for you." The girl in her teens said holding out a cell phone to her father. The girl was Kai Greene, a former love interest and acquaintance of Ben's five years ago when alien activity went down in the Navajo village.

Her grandfather looked the same as he did before except he wore brown leather jacket and seemed more fixated on the monument in front of him. "I may have a hunch on who's calling, ever since this 'thing' came to the village I've been having an uneasy feeling that things will get dangerous soon." The man said taking the cell phone.

The 'monument' he spoke of was a rather large stone ring that resembled something a stargate from the science fiction movie. It held little or no markings on the ring except for a few indecipherable glyphs at the base of the object.

Kai Green very much looked like herself except that her hair was twisted into a braided ponytail and she wore a light grey tank top with cut off shorts that brought out her thighs really high. Her body looked like any teenage girls except that her breasts were B-cup size and she now wore thin framed glasses.

"I know it's you, Max." Kai's Grandfather spoke into the phone.

"Then you know you have trouble coming your way. Alien trouble. Be ready, I'm on my way now with Ben and his team, Wes." Max's electronic voice spoke from the other end.

"Any idea who? And what are they after anyway? We have nothing of value that aliens could want." Wes Green said back.

"Not sure who yet, but they could be there for the monument you have smackdab in the middle of your town."

Wes looked back at the said object, he knew that thing would be trouble, but never thought that trouble would come in the form of alien enemies. "I knew something was up with that stone ring ever since they brought it into this place, what is it, Max?" Wes said back into the phone.

"A time gate, one of two. Whoever is going to invade your settlement is planning to use it. Ready yourself for battle! We're ten minutes away, just hang on, Wes." Max said hanging up.

He clicked his cell phone shut and looked up at the sky and sighed before running into his house to arm himself.

Where Ben was at…

Inside the ever so familiar original Rustbucket, Max Tennyson slammed his foot on the pedal and pressed a few buttons here and there to activate the boosters.

"Everyone hang on! This is going to get rough." Max called out to the back of the RV where Ben, Gwen, Kevin, Julie, and ship all sat that were now strapping seatbelts on.

Suddenly the acceleration picked up and it felt like they were on an airplane. Kevin covered his mouth in a near vomit gesture. "And I thought I drove fast. Motion sickness here I come." Kevin said gripping the armrests of the seat he was in.

"You get used to it, a little bit anyway." Ben added also gripping the seat he was in.

"How are you holding up, Julie?" Gwen said from her seat.

"A-ok. I think Ship likes it." She said pointing to her now barking mechamorph pet.

Even though the scenery passing the windows was blurring beyond recognition Max flipped a few more switches.

"We might not make it in time. The holo-map is showing the bogey closing in faster on Wes's location." Max said gritting his teeth.

'Navajo Valley, that place brings back memories. The native American girl I had a crush on wanted to treat me like a house pet just because of my alien forms. Ironic. Good times.' Ben sarcastically thought as he had an idea. "Hey Julie can you make Ship enhance the Rustbucket?"

Julie looked at him and nodded smiling. "Ship, do your thing and make us go even faster. You can do it, boy." She instructed her alien pet. It barked it's name twice and melded into the interior of the RustBucket and then the outside appearance changed to black and green circuitry as well. Suddenly the thrusters became bigger and more stable and the result was the Rustbucket speeding even more.

"Whoah!" Julie now gripped her seat as did Gwen.

"Great work, Julie!" Max called out to the back of them. "I can still see visual and thank you, Ship."

"Ship" The robotic voice called out from anywhere.

"Looks like we'll make it there and then some." Ben said feeling his back sink into the chair.

"Looks like we'll also break the sound barrier too if this keeps up." Gwen added gripping her seat.

"What matters is that we get there before whoever wants the time gate does." Max said to himself as the RV made of booming airwave thus making it official that they just now made the speed of light.

Navajo Valley…

Blasting sounds could be heard as Wes Green fired off several plasma rounds at the oncoming invader. He was big alright, looked powerful, wore a strange golden gauntlet on one hand and held a large sword in the other. Not to mention his face looked like something out of 'call of cthulu'. He came alone and didn't take Wes long to figure that this was one very dangerous foe to tangle with.

"whatever the reason you want this thing, it can't be good and I sure as hell won't let you have it without a fight." Wes barked firing more shots at the impassive enemy.

He came closer and swatted his weapon away with ease and held up Wes by the collar like a bullie.

"Did you honestly think you can beat me, Vilgax the conqueror of three galaxies, simply with one of your Plumber weapons?" Vilgax said raising his fist to strike.

"Even if you beat me to a pulp I would sooner detonate the explosives I placed around the time gate than let you activate it." Wes stated boldly holding a discharge trigger in his left hand.

Kai Green was busy helping various fellow villagers out of the area and away from the battle until she saw her grandfather in the grip of the infamous alien terrorist known as Vilgax. She immediately broke into a run towards them hoping to at least distract the alien so her grandfather could get away or get a shot at him.

"Leave my grandpa alone!" She cried out as she dashed towards them. She didn't have any powers or capabilities of a trained professional. She was just an average girl about to face a giant. Mentally she predicted she would be killed on the spot, but there had to be something she could do to save her grandfather then this is it.

"If I punch a hole in your head then your human hands wouldn't function enough to discharge the explosives. Can you be faster than a speedy death, human?" Vilgax sneered readying his fist to kill.

Wes looked at Vilgax boldly then noticed something far off in the distance that made him smile. "No, but I know something that is, squid face." Wes said grinning.

Vilgax cocked an eye in suspicion then turned his head to see the speeding Rustbucket just a few feet away speeding like jet and about to crash into him. Wes took the advantage of his distraction and quickly slipped out of his shirt and landed then started running for it.

"Hey Vil, long time no see!" Max called out from within the armored flying RV as it was about to make contact Vilgax's body.

(Loud Crashing noises!)

The RV Smashed into the said alien and sent him flying into a nearby rocky wall.

The vehicle was unharmed since it was protected and out the door jumped out Ben, Gwen, and Kevin looking ready to kick some ass.

"Ggggrrrr, Tennysons. The greatest annoyances in any of the three galaxies." Vilgax took himself off the wall and dusted off his armor. Sure it hurt a lot, but he was far tougher than they give him credit for.

Max wore his favorite buster cannon on his chest and ran next to his friend to check up on him.

"Got here in the nick of time, eh? Always acting like cliché' action hero, aren't ya?" Wes said smiling as Max helped him back up. "Where did you pick up that RV stunt?"

"Dukes of Hazard, buddy. Now let's show him what we can do." Max said handing Wes a plasma rifle to use.

Kai stood in stupor and awe as Ben stood in the opening looking as dashing as ever. She had nearly forgotten how she behaved with him five years ago and never thought about it much until now. Now after seeing him standing boldly with his cousin and the big kid at his side acting like some super hero team made her feel like apologizing to him for what she said. Maybe it was because now he appealed to her like he was some super hero hunk, though unknowingly a pink glow filled her eyes.

"Hero time!" Ben slammed his palm down and with a fierce green glow he transformed into Rath.

"Let me tell you something, Vilgax; you bring the fight to Earth and I bring the pain to your octopus face!" Rath said in his usual wrestling voice. Rath was one very tough alien, even tougher than Fourarms, but what comes with strength also comes without much intelligence. He was still one of Ben's favorites.

Kevin touched the ground's rocky element and absorbed it into becoming his armor while Gwen flared up her fists with violet energy. While Gwen didn't like Kai Green personally she still had the need to help people, even though she's in this battle Gwen can't help but wonder if Ben's charm effect already affected her. Silently she hoped she would be one of the few that would not join in on their relationship.

"Tch, if you didn't learn your lesson the first time I defeated you then this should be a fresh reminder then!" Vilgax brought out his sword and charged the three teenagers.

Rath leaped forward in an attempt to punch Vilgax's face but the said alien grabbed his fist with his own and slammed the tiger alien down on the ground hard, but Rath wasn't out yet. He grabbed Vilgax's arm with his legs and twisted it in a wrestling move that pained and distracted Vilgax long enough for Kevin's sneak attack to come in.

The Levin boy had his rock skinned arms morphed and shaped into large hammer like versions and he used them to pummel Vilgax in the chest.

Pow. Vilgax backfisted in Kevin in retaliation, the boy landed a few feet away and before Vilgax could attack again he was bombarded by energy blasts from Gwen.

"Grrrr! Pitiful." Vilgax shielded himself with his gauntlet arm and shot out energy beams from his eyes back at Gwen courtesy of taking that power from Ultimo. Gwen shielded herself with her violet energy, but the force of the beams busted through and knocked her back with an impact wave.

Max was steadily aiming his adorned weapon ready to fire full blast at Vilgax at the right moment. The kids were keeping him busy and he was by no means a pushover.

"Did you humans really think you can beat me so easily? I-" Vilgax didn't finish when he felt Rath latch onto his back and climb up his shoulders in his blind spot.

"Let me tell you something, Vilgax; the only thing harder than a punch is…." Rath raised his head back and readied to bash within coordination with Vilgax's face.

"….A HEADBUTT!" Rath slammed his noggin into the green alien's skull with great force and intensity that made the alien warlord stagger back a few feet in blinded and pained haze.

'Now!' Max pulled steadied his aim perfectly and smiled to himself. "Off now, Ben!"

Rath looked his way and jumped off right before Max pulled the trigger unleashing a hyper beam of bursting blue energy towards an unsuspecting Vilgax.

A bright flashy impact of blue energy hit it's target sending him flying a few feet and landing against the surface of the time gate. He took a critical hit , but he was not out yet.

Gwen, Kevin, and Wes flanked the collapsed alien tyrant on one side and Max along with Rath flanked him on the other. Rath had his forearm claw blades out, Gwen aimed her energized hands at him, Kevin had his morphed arms shaped like blades, and Max aimed his firearm with Wes at him. He was surrounded and he knew it, but why was he smiling.

"It's over, Vilgax. You've endangered my friends and family for the last time, this is where it ends for you." Max said charging up his cannon again.

Vilgax chuckled and then started laughing even louder in a maniacal way much to the confusion of everyone surrounding him.

"When has it ever been over, Tennyson? I've always come back from the brink of destruction because of wit and my desire to rip you apart, but if you've think you won this battle then guess again. In fact you actually gave me what I came here for." Vilgax stated arrogantly when unexpectedly the time gate activated surprising everyone except Vilgax.

The ring like stone gate displayed an aquatic energy flow inside the circle and it looks to be completely stable and ready to go.

"The moment I fell beside this instrument I quickly input some commands and activated the time gate myself!" Vilgax stated jumping up into watery energy flow to travel back in time.

"No!" Max and the others were distracted by the vacuuming wind forces the time gate activiation created and Vilgax used that opportunity to enter it. Max quickly aimed his cannon, but the cosmic forces of the Time Gate were too much for him to get a shot at him.

"See you yesterday, Tennysons!" Vilgax said triumphantly as he entered his body entirely vanishing into the time vortex.

"We need to hurry after him!" Gwen called out trying to brace against the wind forces.

Rath and Kevin nodded and they all jumped onto the platform in an attempt to enter the vortex only to have the energy flow dissipate and the time gate deactivate.

"No. It shut off?" Max panicked as he observed the now decommissioned time gate, maybe it was a coincidence or maybe Vilgax was two steps ahead of them and set it to do shut off before they could use it.

Max and Wes ran up to the Time gate's bizarre control panel, if you could call it that, the command keys Vilgax activated were hieroglyphic gem stones shaped like symbols that were embedded in the base of the time gate.

Rath changed back to Ben in a flash of green light and he with the others jumped the platform down to Grandpa to get a look at it as well.

"Who can read this stuff? We have no idea what Vilgeek pressed to turn it on in the first place." Ben stated hotly.

"I'm sure there's something we can do, Right Grandpa?" Gwen asked hopeful and concerned.

Max looked at them with a somewhat uncertain look and nodded.

"I'm not an expert on hieroglyphics of any kind, but these markings resemble alien runes I've come across before. Me and Wes will try to figure out the command code Vilgax used, but it may take at least forty five minutes. You guys get some rest in the mean time." Max stated looking stressed about this entire situation. It could be minutes, hours, days, or even seconds if any time traveling ramifications come to be.

Kai may have been a helpless spectator in the battle, but that didn't stop from going over to try to help her grandfather figure out this bizarre piece of alien tech. She wasn't a plumber but she read enough in Plumber archives on the computer that her grandfather showed to her after the alien werewolf five years ago. Before she could do that however she needed to greet Ben first and hope he wasn't too sore about her attitude five years ago.

"Hi, Ben. Long time no see." She said awkwardly as she approached the trio. As expected Gwen immediately crossed her arms and glared at her, Kevin was indifferent, and Ben tried a civil response.

"Hey, Kai. Yeah it's been awhile. We're a little tired right now so I'm heading to the RV for some rest, see ya." He said bitterly as he walked past her with Gwen at his side. She didn't bother to even greet Kai. Kevin simply shrugged and immediately walked beside Ben in attempts to make of fun about 'ex-girlfriends' and other teasing comments.

Kai slumped her shoulders in disappointment. "I guess I deserve that, nice to see you too, Ben." She muttered to herself as she walked to her grandfather to help them figure out the time gate.

Now for the first time if five years she did regret her foolish thoughts regarding Ben, she didn't know what brought this about. It was either him coming to the rescue of her grandfather and village or something else that made him simply appear entrancing. Some strange yet pleasurable feeling was in her body and she couldn't explain it properly, it was small at the moment and focusing the working the time gate was top priority right now.

Where Ben,Gwen, and Kevin were…

"Well I'm gonna look around and see if I can find some good auto parts to mod my car later, what are you guys going to do?" Kevin said placing his hands behind his head.

Ben and Gwen looked at each other and smiled briefly as if signaling thoughts to the other.

"I'll just be in the RV, it's gonna be boring until Grandpa and that other guy figure out what Vilgax did to the that time gate thing." Ben stated.

"Ditto, I could use something to eat before we go chasing after him again." Gwen added. Kevin shrugged nonchalantly.

"Suit yourselves, I'll just see what tricked out car parts this village has then, don't wait up for me." Kevin said eagerly as he walked faster into the village store area.

"Well he said not to wait up for him." Ben said taking Gwen in his arms.

"Can't argue with that, can we?" Gwen giggled and leaned in for a kiss. They stayed like that for a couple of minutes until they decided to pursue their lust inside the Rustbucket, Julie was still there with Ship, but that was indeed part of the plan.

Stepping into the RV Ben looked upon the sitting form of Julie petting her sleeping mechamorph pet. She didn't or couldn't join the battle because it was out of her hands, the only way to fight was for Ship to turn into her armor once more, but the little alien cyber dog was too afraid.

"Honey I'm home." Ben said in a dorky way. Gwen lightly shoved him into the couch with Julie.

"That was cheesy, Ben." Julie said picking him up by his head and immediately pressing her lips to his.

Gwen watched in eager amusement as she watched the still unaware Julie suck the face of their shared lover. Julie wasn't told yet of the arrangement, but she could tell the charm is already taking effect seeing is how a faint pink glow filled her Japanese eyes.

'I don't think she'll mind too much of we make this a group effort, the shock will come for sure but she'll most likely be a little fog headed with that charm in effect.' Gwen thought smirking as she stood in front of the two and began to undress. Part of her felt bad about pulling Julie into the same tactic Charmcaster used on Gwen, but there wasn't enough time to explain everything at the moment since they only have roughly an hour. Anyone could come in, but Gwen and Ben's urges were too great to ignore and Julie would have to come along for the ride. 'Later on is when we'll tell her.'

Suddenly her jeans fell to the floor and followed up by her vest and red long sleeve. Julie just now noticed and looked completely stunned.

"G-Gwen? What are you doing?" She asked with surprise and shock that would have killed the mood had it not been for Ben sitting behind her and sliding his hands up her sweater. The pink glow reappeared and she suddenly felt more relaxed, but still curious as to what was happening. "Ben? Gwen is….is undressing…in the middle of….of.." She trailed off when he planted kisses along her neck and pushed up her bra from the inside of her sweater. 'Oh god…I don't want this to end… I don't even care if Gwen is right here and not leaving…I just want this…!' Julie's mind was in a sexual haze and she turned her head to meet Ben's in another tongue on tongue wet kiss.

Gwen unclasped her bra and let it fall to the floor with her other clothing, she yanked off her panties and kicked them to the side and approached Julie.

She was too preoccupied with Ben's mouth so Gwen took the liberty of lifting up her sweater to see Ben's hands grabbing and squeezing the Asian girl's tits.

'Hmmm, how about somewhere else.' Gwen thought to herself as she knelt down a bit more and raised Julie's legs up and dove her hands into her skirt.

Gwen slowly pulled out Julie's white panties and tossed them aside before she pushed her legs open wide so that her teenage snatch was visible. Julie's pussy was in plain sight and she didn't seem to mind at all, it was moist from the ministrations Ben was giving and Gwen now saw a kinky opportunity to take.

Pressing her mouth close to the teen girl's snatch Gwen lightly licked the surface causing her to shiver and moan in Ben's mouth. Gwen then started pressing her mouth closer and dove her tongue right in causing Julie to jerk her body a bit but she continued on much to the pleasure of Julie.

'Is Gwen licking me out? ….hhuuuuhhhh….it feels great. Just as much as when Ben did it to me,…oooohhhh keep going, Gwen!' Julie thought out letting Ben's tongue probe her mouth so she can suck on it like ice cream. All the while Gwen was probing her mound with her tongue and with plenty of energy.

Julie arched her back a bit as she felt Gwen's tongue swirling around inside her forming new ripples of pleasure to surge through her being.

"Don't stop. More!" Julie said out loud breaking from her kiss only to return to it full force.

Feeling Julie's orgasm approaching Gwen decided to place her fingertips at the entrance and spread her opening wider so she could dive two fingers into Julie's snatch and thrust while lapping.

After a few more minutes of this Julie's hips started jerking on the seat of the couch and her orgasm came after a few more licks from Gwen.

"I-I-I'm Cumming!" She hollered out loud as she came letting her juices spill into Gwen's mouth on her tongue. After a few more twitches her orgasm ceased and Gwen rose up from her knees and approached a dazed Julie.

"That felt great, Ben does it the same way." Julie said looking dreamy and Ben snuck his hand down to her vagina and started rubbing it furiously.

"Oooohhh yes, Ben..!" Julie stammered as Ben's left hand continued masturbating her and Gwen did something unexpected and pulled Julie into a searing tongue lapping kiss.

"Mmmmmm…" Julie hummed as she felt the redhead's tongue worm around inside her mouth letting Julie taste some of her own juices as the same time.

Julie decided to repay Gwen by placing one hand down on her pussy and the other on one of her breasts, she started rubbing her breast in swirls and began massaging Gwen's snatch in unison.

Gwen moaned and placed both of her hands on Julie's face so she could deepen the kiss and depths in which her tongue can slither around in.

Ben felt like he was watching an actual stag film, but a thousand times better since he was living it. Seeing the girls getting 'friendly' with each other made his pants tighter, he needed release and he badly craved the girls.

Gwen let go of Julie's mouth with a thin trail of shared saliva connecting them and they both got up and turned around to look at Ben in a naughty way.

"What do you say, Julie? Should we give Ben some special treatment?" Gwen asked deviously.

Julie had a sexy pair of bedroom eyes that were gazing hungrily at Ben and looked to Gwen and nodded. "Sharing is caring."

'Dear Penthouse…' Ben mentally joked as both girls kneeled down in front of Ben and both pairs of hands worked the hem of his jeans off to reveal his boxers, then came those and now his fully erect eager cock stood waiting for the girls.

Without waiting or hesitation Gwen placed her mouth on one side of it and opened her mouth to lick all around the shaft and the tip. Ben gripped the couch cushions as wet spongy flesh was tasting him.

Julie looked stargazed for a moment then imitated Gwen, but instead placed her open mouth on the other side of his shaft while Gwen's tongue ravaged the other.

'Whoahhh….this is almost too much..!' Ben thought being overwhelmed by the sheer pleasure of Julie licking his dick from one side while Gwen lapped the other. Julie placed kisses here and there in between licks and she made sure to cover every inch of her side of his shaft, Gwen alternated between licking and suckling around his meat until they heard him moan very loudly.

'Hmmm, I have an idea that will really knock his socks off.' Julie thought before taking her lips off and placing the tip of his manhood at the entrance of her open moist mouth. Gwen took her mouth as though she knew what she was going to do and waited.

In one swift movement Julie took in all of Ben's member into her mouth and throat.

"Oh wow…! Julie you're incredible!" Ben gasped as he started breathing heavy.

His member was buried up until her noise touched trace amounts of pubic hair, Julie indeed took all of him in and she started bobbing her head slowly back and forth.

Ben gripped the couch tighter and decided to sink her head lower as to occupy her mouth with his unattended testicles. She started sucking on his sack and then inhaled half of his ball sack into her mouth. Ben felt like he was going to explode soon.

Slurping sounds were being made loudly as Julie continued deepthroating Ben's cock in rapid pace while Gwen kept licking around his balls with lusty taste in her mouth.

After a few seconds the dam burst and Ben yelled out their names as he released numerous amounts of semen into the Japanese teenager's throat.

Julie felt a torrent of sperm invading her throat like a flood, but held it all inside and didn't swallow just yet.

After a few more hip thrusts Ben ceased his orgasm and Julie removed his dick from her mouth with a trail of cum overflowing from the corners of her lips. Gwen removed her lips as well and looked to Julie and grinned, they both nodded and when they noticed Ben looking directly at the two they went into action.

Julie placed her hands on Gwen's face and rose up a little bit and opened her mouth to reveal nothing but creamy sperm dribbling around inside her mouth unswallowed.

Gwen opened her mouth wide open and Julie let drop a slow slimy trail of Ben's sperm onto Gwen's waiting tongue.

'Holy crap!' Ben was excited by what he was seeing. So much so that his penis began rehardening at the mere sight of it.

Dribbling amounts of bodily cream flowed into Gwen's mouth filing her throat almost as much as Julie's then the next hottest thing took place; Julie closed the distance between them and locked cream covered lips with Gwen.

Ben was speechless as he continued to watch his two lover girls kiss and tongue each other with sperm coated lips and tongues.

Both girls moaned inwardly and opened the gap between them a bit so that Ben could one sperm covered tongue being sucked by the other's mouth and vice versa. His member was now standing rock hard and ready for action.

The girls noticed this and gently broke apart leaving a thicker trail of cum between them, they each swallowed what remained inside their mouths with audible gulps and turned their attention to Ben.

"You girls ready? Who wants to go first?" Ben asked confidently.

"Both of us." Gwen and Julie said in lusty unison as they both lightly shoved him onto his back on the couch.

Gwen got up over him so that she was above his head with him having a clear view of her moist teenage snatch, she lowered her bottom so that Ben's mouth was upfront with her pussy. Julie got up and straddled him to lower herself onto his erect manhood. Little by little his rod inched into her until with an elated gasp she buried his shaft deep into her wet moist passage.

Ben took the liberty of lapping Gwen's cunt hungrily and fervently causing her to breath hard and lightly call his name. Julie was bouncing up and down repeatedly on his meat causing her breasts to jiggle and her voice to become louder and louder.

Ben had the best of two worlds at the moment, first he was eating his beloved redheaded cousin and at the same time he was having intercourse with Julie. To say this was a dream come true was the understatement of the century.

Gwen steadily grinded her hips into his face causing his tongue to delve deeper into her snatch while Julie placed her hands on his abdomen to steady her humping of his meat.

Unbeknownst to either of them there stood a pair of eyes eyeing their love making session. Outside the RV was a completely shocked Kai Green that was witnessing the scene from a window.

She just came here a few moments ago in a second attempt to talk with Ben, but the last thing in the world she expected was to observe a live action porno scene taking place in the RV. She was too stunned to either move or say anything, but as appalled as she was Kai couldn't ignore the now growing sensation in her loins. The feeling expanded exponentially when watching the threesome of Ben, his cousin, and some Asian she never met, take place.

What she did next surprised her just as much, she dove her right hand deep underneath her panties and started masturbating furiously while watching them. She wouldn't notice the pink glow in her eyes of course and she certainly couldn't stop herself while watching this.

'Why don't I just walk in there and ask what the Hell was going on? Why am I feeling like I'm some kind of drug? I…don't know what I want to do, I want to talk to him so badly now though. Why though? I've never felt like this before, and what would I have to say? I….I'll wait until they're 'finished' and then I'll talk to Ben. It's just lucky that no one el-' Kai's train of thought was cut off when she heard footsteps behind her.

Meanwhile with Ben,Gwen, and Julie.

"Oh oh OHH! I'm cumming!" Julie cried out as her hips felt tight and her pussy contracted on Ben's member causing to climax as well.

His tongue was lapping up and down all around inside Gwen's vagina until she felt her climax come the same time as Julie's. "Oh I love you, Ben!"

Ben himself couldn't speak but felt a surging Orgasm flow throughout his body as he came yet again inside Julie. Torrents of flowing cum spilled into Julie deep into her womb filling her up. Spurt after spurt he ejected into his girlfriend while she was arching her back in fierce orgasm. All the while Gwen's cunt juices leaked out into Ben's waiting mouth while he continued lapping up her womanhood for all it's worth.

After a few more seconds of this they all finished and laid down together resting satisfaction.

Coincidentally Kai came inside her panties underneath her shorts when she masturbated to critical orgasm. After panting and zipping her shorts back up she turned around to see Max Tennyson approaching the RV.

"Hey mister Tennyson, going to check up on them?" She asked acting normal.

"I need to let them know the time portal is functioning now and we need to send them in, are they done getting ready?" He asked.

Kai knew he of all people didn't need to walk in on them while they're like this right now, so she had to do her best to get him to go away until they dress up.

"I think Ben is in the bathroom and Gwen is getting changed, they probably won't come out for another few minutes. Want me to tell them?" She asked nonchalantly.

"Yes, please do, lord knows I don't want to walk in on either of them especially since Ben likes to eat burritos and Gwen can get temperamental if anyone would ever walk in on her changing. Tell them we're all set to go then, I'll be waiting at the Timegate when they're ready." Max said to a nodding Kai and walked away.

Kai sighed in relief at the thought that she just spared them alotta awkwardness and drama between them and their grandfather.

Inside the RV…

Each of them finished getting dressed and Ben looked out into the distance at the now active Time gate with determination in his eyes. "Alright, Vilgax, Here we come."
Chapter Eight: Timeless Lust (part Two)

By Auumaan

After finishing dressing up Julie had a questioning look on her face while she zipped up her sweater behind the already re-clothed Tennyson cousins. Ship was already up and frolicking about when she turned around to stare down Ben in a hard demanding gaze with her arms crossed.

"Okay, Ben. Fess up, what in the world just happened between the three of us?" Julie asked making Ben scratch the back of his head nervously and chuckle, luckily for him Gwen answered.

"We..uh all three of us had sex, Julie." Gwen said shrugging. Julie's eyes slanted and she sighed.

"Yeah, it was hazy but I remember it….very clearly. What did you do, Ben? Why….I mean how did this all happen?" She looked at him with an expression of hurt.

"Julie, it's kind of complicated, but I….well….Charmcaster got the drop on me a week ago and she pretty much magically seduced me. It's a bit hard to understand." Ben said carefully while putting his hands on her shoulders.

Julie looked aghast and her mind instantly jumped to different conclusions; either Ben was girl raped by the said witch or she actually tempted him into betraying her.

"You mean…wait a minute..!" Julie looked to her side at Gwen. "Why did you join in? Is there something going on that you're not telling me, Ben?" Instead of looking confused she looked flushed. Her worst case scenarios seemed watered down when she recalled that Gwen joined in and made their lovemaking into a porno scene.

Ben sighed and he took a breath as he was about to explain until he heard the door knock and open revealing Kai.

"Ummm…your grandpa said the time gate is all set, it sounds kind of urgent and that you should get going now." she explained looking at them strangely. It was a mixed expression of Intrigue and embarassment, but Ben didn't take notice as he nodded and looked back to Julie. She still had the same hardened look on her face that meant she had more questions, but that would have to wait until later.

"We're not done here. I want to know what's going on and why I'm not the only girl that's made love to you." She said sternly and picked Ship up in her arms then walked out of the RV door.

Ben slumped his shoulders and sighed, he knew this would be difficult to deal with whenever the time came to declare that his original girlfriend isn't his only one. Gwen stood beside him and patted him on the back to comfort then placed a quick kiss on his lips and walked out.

"Come on, Ben. We need to find Vilgax before anything in this time happens." She said walking out with Ben behind her.

Within a couple of minutes Kevin made it back to the time gate area with a duffle bag of filled with miscellaneous automotive parts.

After a quick glare and a pointing finger to the RV Gwen somehow made Kevin toss the bag into the Rustbucket seeing as how they didn't need it whatsoever.

Max stood in front of the Timegate and input some key strokes on the hieroglyphic stones, a glowing blue aura began materializing around the stone ring thus signaling it's activation.

"Okay then, we're not sure how much power this thing has left so you need to make your trip a quick one, find Vilgax and stop him before he does any damage to time stream." Max instructed when suddenly the stone ring began fluctuating sparking blue energy. "My theory is that nothing has changed yet because you three are going in now and will have successfully stopped Vilgax, but every minute is important right now, any delay right now could give squid face more time to destroy the past. Come on then-"

"Something's wrong!" Wes stated urgently as he and Max went to the terminal to analyze it and determine the sudden malfunction.

While this was going on Kai scooped up Julie's pet mechamorph in her arms and started petting it, Julie herself had her arms crossed and looked at Ben and Gwen questioningly and somewhat longingly. Kai found Ship to be very cute for a semi-robotic alien dog and kept him in her arms while Max and Wes input some more key strokes in attempts to get it working properly.

"Vilgax must have sabotaged it before he left." Kevin stated gritting his teeth.

"We need it to work, isn't there something we can at least do. Greymatter's brains would sure come in handy right about now." Gwen said when Ben had a look that signaled he had an idea.

"I think I know a good substitute!" Ben said excitedly as his hand went to his watch and after selecting a certain hologram he pressed his palm down. The familiar green flash erupted and faded revealing a crab like alien with a gigantic head otherwise known as Brainstorm.

"Let's find out what a large electricity producing brain can do with this primitive looking time traveling rock." Brainstorm stated articulately and strode on his four small legs to the now sparking terminal.

"Let's see…..push this…press that….don't pull that….and a few dozen more keystrokes and….done." Brainstorm used his pincers to push a random order hieroglyphic glyphs and in a result the stone ring that was the Time Gate reactivated with a flowing blue glow around it. "Everyone stand back a moment, there may be a discharge of energy in a few-" Brainstorm declared until suddenly the blue glow unexpectedly expanded and dispersed small discharges of blue energy all around the place surprising everyone.

The miniature waves of abnormal blue energy spread out and about from the Time Gate and flew everywhere, fortunately they were harmless until several of the energized discharge waves phased through Ship causing a small electrical surges to the small mechamorph pet.

"Ship! Ship…" The little black and green blob quickly felt the electrical pain leave it and Ship jumped out of Kai's arms out of reaction to Julie again.

Suddenly feeling a strange feeling around her wrists Kai looked down and her face contorted to one of shocked fear. 'W-what just happened?' She thought in panic when she saw that each of her wrists had a sparking piece of black and blue cybernetic goop. It looked like as if Ship detached two pieces of itself the same way it's owner detached Ship in the first place, but Kai didn't know that and panicked.

"B-Ben!" She yelled out for help and when Brainstorm turned around to notice the abnormalities on her wrists, which by now they were growing all over her forearms, he attempted to scuttle over to her until something else happened out of nowhere.

"Something's going on with the gate!" Gwen stated loudly as now a very strong vacuum force emitting from the gate was pulling the teenagers all in.

"Everyone grab on to something!" Max said grabbing hold of lamppost behind him while Wes did the same thing with the building nearby.

Unfortunately the pull came too quick for the teenage heroes.

"The pull is too strong and we're being sucked in! Gwen created an energy orb around herself but was sucked in the time gate regardless. Soon after Kevin was pulled in along with her.

Brainstorm was pulled in next. "This is most unexpected and problematic..!" The crab alien was now sucked in entirely.

"Uh oh! Wwooaaahhh…!" Julie was holding ship tightly in her arms when the vacuum force swept her off her feet and pulled her in as well.

Kai couldn't hurry to latch onto a railing when the shock of what was happening to her wrists didn't leave her, but the vacuum force didn't leave her time to think when she was lastly pulled in.

"Ben!Gwen!" Max called out as he kept his grip when the vacuum force died down and the terminal controlling the gate short circuited causing the Gate shut down.

The appalled and shocked faces of both Wes and Max didn't change as they got up and surveyed the now fried controls of the Gate.

"What just happened, Max? Where did my granddaughter and those kids get taken to!" Wes was clearly worried for his granddaughter and it wore on him at the moment.

After analyzing the terminal's remaining controls and chrono counter Max breathed a sigh of both small relief and stressing worry. "Well there's good news and bad news. The good news is according the year and month counter on this terminal they made it to the right time and date where Vilgax took himself, aside from being off by a few days they should be able to catch up to him. The bad news is that when Brainstorm got it up and running again so we could use it, the power source became unstable and we've just now seen the result. The controls are almost entirely ruined, but I can fix it, it will just take some time."

"And until then they can't back." Wes concluded grimly. Max nodded and held a reassuring smile.

"They'll do fine, Wes. Your granddaughter is in good hands with Ben and the others, so I wouldn't worry too much about it if I were you."

Wes reluctantly nodded and Max began work on fixing the Time Gate's alien tech terminal so the teens could return, but even though time was a factor Max felt confident that they can handle anything on their end.

Where Ben and the others were at….

Laying sprawled on the grassy ground was Brainstorm, Kevin, Julie and Ship, Gwen, and lastly Kai. Just a few minutes ago all five teens were tossed out into the scenery roughly by a very imperfect time portal, it was a rough ride to say the least, but they got here now.

"Ooohh…my head…where..?" Gwen stated woozily as she picked herself up from the ground and looked around at her friends laying flat on the ground like she was.

"I say…that was quite an experience…" Brainstorm said scuttling himself to stand up again. "Or how they say it; 'One hell of a trip'. Everyone alright?"

Julie got up and nursed her head while nodding, Kevin slowly stood back up as well as stretch out his limbs, Kai was the last to stand on her feet and she fixed her glasses while nodding to Brainstorm.

"Just peachy, colonel custard. Now drop the form already." Kevin said stretching and winding his arms.

With a green flash Brainstorm changed to Ben. "So I guess it worked then?" He said looking around recognizing some of the scenery as a forest outside Mount Rushmore.

"Couldn't you tell? You were in alien form when you fixed up that lousy machine." Kevin said crossing his arms.

"We're in the right time alright, I can feel it." Gwen stated with her eyes glowing with mana energy. "Plus all brainstorm did was get the energy source up and running again, he couldn't have changed the preset date and time of destination."

Kai adjusted her glasses and quickly remembered what was happening to her wrists before the gate sucked them in and took a look at them. The 'goop' that was supposedly part of the cybernetic pet now formed themselves into bizarre looking bracelets that were clearly alien by appearance. They had the same black and blue circuit like texture, but they were shaped like everyday bracelets even though they looked like things out of a science fiction movie.

Julie along with ship walked over to the group to ask where they are. "So we know what time period we're in, how about the place? Vilgax has already got a headstart on us."

Gwen nodded in agreement. "I remember this place, it was picnic spot we ate out at a couple of days before me and Ben traveled to the future for a short awhile. Remember that, Ben?"

"I did think this place looked familiar, chalk it up to bad memory for me. If this is the right place Vilgeek picked to attack Grandpa then why choose this time? It doesn't make sense, Grandpa is just as good now as he is in the future with fighting aliens."

Kai ran over to them with a somewhat stressed look on her face. "Guys something happened to me with Ship and that time portal thing." Kai stated urgently and caught their attention when she stood next to them.

Gwen cocked her eyes in a questioning stare while Ben and Kevin stood there waiting for her to continue.

"What happened, Kai? I heard you call out to me before the time portal swallowed all of us up." Ben asked and she answered by raising both her hands up to reveal the alien bracelets.

"What are those? They look like-"

"Alien tech! I'd recognize it anywhere, she's wearing alien tech on her wrists. Never seen anything like it though." Kevin grabbed her left wrist and eyed the bracelet with intrigue.

"How did you ge- Is that what happened with the time gate and ship?" Gwen asked realizing it all.

Kai nodded and went on to explain. "When Ben's crab alien tinkered with the Time gate all that blue energy run off came out and somehow affected Julie's pet. I was carrying him when it happened and after it was over these things were on my wrists. They were like liquid before though." Kai finished looking unsure about the said objects. "I've already tried taking them off and they won't move an inch, Its like they're melded to my skin." She said calmly but with a little bit of fear in her voice.

"Ship did that? I know he didn't mean to, he must've been afraid when the time gate went off. Right, boy?" Julie said then looked to her little mechamorph pet.

"!" It barked in it's electronic voice.

Julie wasn't over what went on with Ben,Gwen, and herself, but right now they were discussing Kai's predicament and how to follow Vilgax. "It's like that time me and Ben met an actual mechamorph who was trapped and created Ship here in order to get help, right Ben?"

Ben nodded and eyed Kai's wrists. "Stuck to her wrist like the Omnitrix, maybe they'll do something strange later on."

"They don't seem to be doing anything bizarre right now, maybe Grandpa Max has something to get them off when we get back. Right now we need to find out where Vilgax went." He stated letting Kai's wrists go.

Kai was still afraid of what sort of alien bio-technology attached itself to her wrists, but right now there were more important things to take care of. She would have to freak out later. "Yeah, ok. I'll just have to get used to whatever these are in the mean time then."

"I can track him if we start moving, we're a few days away from the spot where we were picked up by the future Gwendolyn an-"

"Whoa whoa wait a minute. You went to the future?" Kevin asked intrigued. Gwen nodded and figured what he would want to ask.

"What was it like? Was I there?" Kevin asked and Gwen shook her head. Now that she thought about it there was no mention of Kevin in the future, but then again there wasn't much of anything mentioned after all. Knowing too much about the future could create paradoxes.

"We were only there a few hours, we didn't see you there since it was a brief trip, I honestly can't tell you too much. You know, time paradoxes." Gwen stated and Kevin slumped his shoulders.

"Drats, I kinda wanted to know a few lottery numbers too." Kevin sighed and Ben laughed when he heard him.

"I don't think it works like that, Kevin. Maybe you watched too much television." Julie added with Ship barking.

"Like I was saying, we need a mode of transportation and then I could track Vilgax and I don't think Ship should morph into a space jet this time around. In this time period we might get intercepted by the air force or military thinking we're an alien threat. Any ideas?" Gwen asked then Kevin's head shot up.

"I think I got one." Kevin then looked to the black and green upgrade alien pet. "Ship, instead of a space cruiser, can you change into a copy of the Rustbucket?" Kevin asked smirking.

"Ship!Ship!Ship." The goopy little pet jumped out of Julie's arms and landed on the ground, soon it's took shape and enlarged drastically.

Bigger and bigger it got, not as big as a star cruiser, but big enough to fully transform into a black and green high tech version of the RustBucket 2.

"Wow. Good boy!" Julie called out to the Black and green vehicle.

"Ship!" it called out.

Kai herself was amazed at the what Ship did just now, the wonders of alien technology. She looked at the new high tech RV and back to her alien tech wristbands. 'These came off from the little guy, could they do things like that?' She wondered when the side door of the Rustbucket 3 opened and Ben took a step inside to get a look around.

"Wow! You even made it roomier than the Rustbucket." Ben turned his head to call out to the others. "Guys check this out! Ship really outdid himself with this thing." He walked in deeper into it to see it was similar to the interior of jet cruiser and it still maintained the comforts of a high class RV. There were soft and comfortable couch seats, a miniature dining area to store food, a roomy sleeping area to the back of it with plenty a space and two rather large bunk beds.

The interior was designed mainly sleek black polish colors with the typical circuitry texture, Ship even materialized some cooking equipment like a microwave and a water tank. They would need to get water first, but on top of that there windows of course and a flat screen television built into the wall across the couch seat. It was nearly completely identical to the Rustbucket internally, but everything was radically different in a good way.

"I'm impressed and all, but how fast can it go? I'm a man of speed after all." Kevin said looking impressed with his arms crossed. Ship's electronic voice barked twice and Julie nodded in understanding.

"He says 'very fast'." She translated as Kevin took the Driver's wheel.

"Oh this is gonna be fun." He said smirking eagerly. Ship's electronic voice barked again and Julie translated it again.

"I think he said he will take over the wheel whenever you fall asleep behind the wheel." She stated taking a seat on one of the side couch seats.

"Fine with me because I'm not leaving this wheel unless I have to use the restroom." Kevin stated cockily putting his hands on the wheel.

Kai took a seat on the side couch on the other side from Julie's spot and Ben walked up to the front of the vehicle with Gwen.

"Are we all set?" Ben asked looking at the redhead.

She nodded and her eyes lit up with fierce violet glow. "Ready, he's headed north just outside the city nearly three hundred miles away, I don't think he's done anything yet, plus he's been moving on his own and trying to be discrete about it. That's slowing him down a lot, but he's pretty far ahead. Just go straight and take a right when you see the sign that says 'now leaving Mount Rushmore', from there we stay in that direction for at least a few hours. That's the only route to take to his location. Got it, Kevin?"

"You lost me during most of that." Kevin said looking dumbfounded. Gwen face palmed and Kevin chuckled. "But don't worry, go straight and take a right at a sign, simple." He said putting his foot on the petal thus starting Ship's bio electric RV engine and taking off.

And so they were off, thirty minutes in to the drive Ben decided to take a seat next to Julie with Gwen on the other side of her for their talk.

"Let's talk, Julie." He said sincerely and she crossed her arms looking intensely.

"Ben, did you cheat on me?" She asked in a strained voice.

"No." Ben answered honestly. Julie didn't look convinced, Gwen was sitting beside her and was ready to support her cousin in this difficult moment.

"You said Charmcaster got the drop on you and…what did she do? Seduce you? Mind control? Tell me, Ben."

None of them noticed, but Kai was still sitting across from them watching the whole conversation, it wasn't like she could go anywhere else in this RV to not overhear them anyway. Briefly looking at her wristbands again with curiosity and fear, she turned her attention back to them. She already knew what went on in that RV before they were transported here, but they didn't know she knew. Kai was still wondering what possessed her to go into such a euphoria when she witnessed them, she had gone so far as to pleasure herself to orgasm spontaneously.

'I wonder if they'll do it again soon.' Kai thought adjusting her glasses.

Ben sighed and with plenty of bold courage he was ready to confess everything to his girlfriend, well one of his girlfriends anyway. "She caught me the gym one night and placed some kind of lust spell on me. After I felt the spell taking effect I suddenly felt extreme sexual urges and she planned on that, after removing my energy handcuffs I well…."

"Had sex with her right there on the gym floor." Julie concluded and looked to Gwen. "There's more to it, how about you tell me where it went from there, Gwen."

Gwen also breathed a sigh and was about to explain, but Julie surprisingly interrupted her. "On second thought, don't bother. I kinda figured how this turning out now and I'm not really angry surprisingly." She looked back to Ben with a somewhat sad look. "So I take it that lust spell never went away, huh."

Ben nodded his answer and she continued. "The next person you slept with out of uncontrolled magic sex urges was Gwen, right?"

This time Ben shook his head. "No, it was strictly you after Charmcaster, you felt something strange before inviting me to your room, right?"

Julie nodded then a look of realization struck her face and finally she understood. "So since it activates with any girl nearby, how many girls have you slept with aside with me, Ben?" She asked this time in a jealous girlfriend kind of glare.

Ben gulped nervously. "Well….aside from you there is Gwen, Elena, Charmcaster twice, and Helen."

Now Gwen had a look of surprise. "Helen too, Ben? When was that?"

"Just yesterday and she's on board for it." He said hoping not to receive a girlfriends wrath at the moment.

Julie looked confused when he mentioned Charmcaster again and curious about Elena, it didn't surprise her if the spell couldn't be undone, she knew Ben well enough to know he's not the unfaithful type, but from the looks of things it seems like he's expanding whatever screwed up list he's making.

"Okay okay, let me say something then." Julie said interrupting Ben. She looked at him with a loving yet sad face and placed her lips on his in a deep kiss.

"I don't like how things turned out this way, Ben, but I know you're not doing any of this if it was entirely selfish. I love you with all my heard, I take it that Gwen loves you too, I don't know about those other girls, but do you truly have a big enough heart to love all of us?" She asked sincerely.

"Of course I do, I got myself into this and I'm willing to do everything and anything I can for you, all of you. I do love you, Julie. I don't want to see you hurt or anything like it I-" Ben was cut off when Julie grabbed his head and smothered her lips into his once again, but this time with much more energy and passion.

Kai looked on and started to feel that urge again, suddenly she couldn't feel like just watching this time.

Julie let go of herself from Ben's lips and smiled cutely. "If you're willing to give us your heart then I'll just give you mine as well. I'm willing to go on board with this little 'harem' of yours, simply because-"

She pulled him into a deep affectionate hug before continuing. "-Because I love you that much."

Ben put her arms around her back in return. "Thank you, Julie. I won't waste what you've given me."

Gwen looked on with a smile as the two decided to keep together even with the growing number of girls in Ben's life. 'That's certainly a surprise about Helen though. The only one left to reveal this 'relationship' to is Elena.' Gwen thought before barely noticing Kai across from them.

There were two things that made Gwen look absolutely shocked and surprised; one would be that they simply revealed everything in front of Kai who they didn't notice was there across from them and two that she was completely topless and standing in front of them.

"K-Kai? How long were you there?" Gwen asked before noticing the pink glow in the Navajo girl's eyes. 'Long enough apparently.' Gwen thought before looking in Kevin's direction to notice he fell asleep behind the wheel already, it was night time after all and they were fatigued after their fight with Vilgax and the trip through time. 'That's lucky.'

Julie and Ben detached from the hug and both noticed with stunned faces that Kai was standing two feet from them without her tight shirt on as well as her bra. Her breasts were well developed for a teenager, they were almost B-cups and slightly smaller than Helen's.

"I heard everything, Ben. I want to be on board too." She said with bedroom eyes, apparently the spell was already going full circle with her and Ben noticed the chain effect of the spell beginning. Julie's eyes had a pink glow as well as Gwen's, apparently the nude sight of another girl that supposedly has any feeling for Ben triggered the spell and affected the other already affected girls.

'Whoa…she's actually very pretty with her hair like that and glasses, not bad looking either around the chest either, I can see why I had a crush on her before. Does this mean she's changed? Either way there's no way to stop the charm effect when it's already begun, I might as well indulge Kai and see if her sensible side wants to join after this.' He thought smirking and got up to walk to her.

He could clearly see the look of lust and affection in her almond eyes and Ben placed his right hand on her chin. He lifted her face to his level and pressed his lips against hers sensually sucking on her lips with his.

"Hhhmmmm." Kai hummed and placed her left hand along his crotch area through his jeans rubbing it in circles.

Gwen and Julie watched in intoxicated awe as the Indian girl slowly dropped to her knees and lightly pushed Ben to sit on the couch seat behind him. He was sitting in front of her as she kneeled down and placed her tan hands at the hem of his jeans. With a zipping sound his pants were slowly tugged down leaving only his boxers which Kai dove her right hand into.

Before she could continue called out to ship. "Ship, could you be a dear and digitally record what we're doing?"

It barked an affirmative and out the side of the wall behind them a small camera like protrusion appeared and started recording the scene.

"Good boy, and by no means show this to anyone beside the four of us." Julie called out and Ship barked another affirmative response. This would make a great video for them to enjoy later right along with the first one she made with herself and Ben.

With a gentle tug Ben's exposed rod popped out of his boxers while Kai stroked her right hand along the shaft smoothly. Her soft elegant tan hand slid up and down along his hard rod and her left hand was brought to his testicles in which she rubbed in swirls. Both Gwen and Julie were feeling moistness down below from watching the scene and then Kai did something new and raised her body up a bit.

With a wink she let go of his member and placed her hand on her B-cup breasts and leaned her chest against his cock so that he lined up between her mounds.

"Let's call this my initiation trial then." Kai said smiling seductively while she kept her hands on her own breasts and rubbed her teenage mounds on his dick.

Ben tilted his head back in pleasure as he felt Kai's smooth tan breasts massage and squeeze together on his manhood. He felt himself getting harder and Kai added more to her boobjob by placing her head forward to lick the tip of his penis lightly while rubbing her tits on it at the same time.

The Digital camcorder in the wall was capturing it all while Julie sat behind Gwen and dove her right hand down Gwen's pants and her other hand up the redhead's shirt to squeeze her breasts.

Kai increased her pace and started bouncing a bit to increase the rate her breasts rubbed Ben's shaft, feeling those fleshy mounds against his sensitive skin was causing Ben to come closer ever faster.

Julie dove a finger into Gwen's moist passage underneath her pants and started licking the redhead's neck while pinching her left nipple through her shirt. After a few more minutes of sensual boobjobbing Kai licked more and more of the tip and bounced against his manhood even faster.

"K-kai I'm close!" Ben gritted his teeth when Kai rubbed her tits in swirling motions on his dick then feeling his member already twitching Kai prepared herself and shut her eye. "Ooohhh Kai!" Ben's climax came and he shot spurt after spurt of creamy white substance on the Navajo girl's face and breasts.

Several spurts landed on her nimble tan face and several more shots of spunk landed on her chest and tits.

Ben laid on his back entirely and for some reason he didn't feel entirely spent, he looked over at Julie masturbating Gwen underneath her clothes and when they looked over at a semen covered Kai they stopped and walked over to her. She was still on her knees and her face resembled one still in bliss, the two girls smiled and nodded to each other. Making sure Ben was looking, they kneeled down beside Kai and did something that went to the extremes of fan service.

Gwen placed her mouth along Kai's licked the outside of her cum covered lips in swirls then started tracing her tongue around her cheeks taking in the sperm that landed there. Meanwhile Julie went to her breasts using her mouth to suckle on one of her nipples and used her tongue to lick around it to take in the semen that landed there.

'Holy…wow…I'm glad Ship is recording this. I may watch it later when we get back to our time.' Ben thought enjoying the scene between the girls immensely.

Julie went to the other breast and sucked Kai's tit slowly while Gwen licked more cum off of Kai's other cheek then her forehead and finally her mouth in which she dove her semen covered lips and tongue into.

'Awesome! Second time in a row she's done that, but since the charm effect is well….in effect, will she even like Kai after this or will anything change? I think Gwen still has a bit of a grudge with her. Not that I blame her, but I think all this is changing my mind little by little.' Ben thought looking at Julie sliding her tongue along the Indian girl's chest sucking up the rest of the cum and going to her neck to kiss and lick it.

Suddenly all three of them slowly ceased their ministrations to each other and all looked at a now hard Ben.

"It's his turn now." Julie said mischievously and Gwen nodded in agreement with her and looked at Kai.

"Consider this your second part of the initiation trial." Gwen said pushing Kai to lay on her back and she beckoned Ben to get up and come over there.

Gwen pulled Kai's shorts off her legs and soon after her white panties followed, Julie did the honors of putting her hands on Kai's inner thighs and spread her legs wide apart.

Ben felt himself harden even more at the sight of Kai's slightly hairy snatch all moist and waiting for him. Kneeling down and positioning his member at the entrance Ben looked to the Navajo girl for confirmation and she gladly said yes by grabbing his head to shove her lips onto his led by a tongue invasion. Ben took her answer and little by little slid his cock into her snatch, he could feel her tense as the fleshy intruder was delving deeper into her womanhood. He reached her hymen and prepared to penetrate while she held onto him tightly with her arms for security.

'I can't believe I'm actually doing this with the girl I had a crush on so many years ago, it's like a dirty fantasy come to life. Here we go, Kai.' Ben thought with his mouth still occupied with hers as he strongly thrust his way past her barrier causing her to get slightly teary eyed out of pain, her grip tightened on his back while his manhood dug further into her pussy letting pleasure bypass the pain bit by bit. Once again pain turned into bliss as Ben once again took the virginity of once lost love interest, both teens felt like their souls were on fire and they continued their intercourse right there on the floor.

Ben's hips rising and dropping repeatedly on top of Kai's lower body, his stone hard cock constantly thrust into her wet soft cunt while she kept her tongue licking around inside his mouth.

While they were doing all this Gwen and Julie had already stripped themselves of their clothes and decided to engage in a different activity while Ben was screwing the Navajo girl.

Sitting back positioned across from Julie was a fully nude Gwen who pulled the Japanese girl into what is called a'Tribadism' position where Gwen and Julie's legs crossed over each other and their smooth moist vulvas rubbed against each other in a scissoring posture with fervent vigor.

Julie bit the bottom of her lip in bliss at the feel of Gwen's hips grinding her snatch against hers, Gwen had the same face as she laid back while they continued scissoring each other.

Meanwhile Ben pulled Kai up into a sitting position while he was still pumping in and out of her. Ben firmly placed his hands on her buttocks to increase grip and brace her for more intense thrusting, she lifted her legs up a bit more so she can lock them up around his lower back and Ben put more effort into his thrusts by slamming his hips harder into her.

"Oh oh oh ooooh Bennnn…!" Kai mewed placing her head beside his neck.

Gwen and Julie continued scissoring each other wildly and they even pulled each other closer to increase their rubbing friction. Both pelvises were grinding against one another smoothly with one moist fleshy vulva rubbing itself against the other, Gwen's mouth was hung open as her body was contorted in warm intense pleasure and she looked over Ben sitting up with Kai in his lap rapidly bouncing up and down on his dick.

Everyone was nude and sweaty from all the love making, they made noises and thankfully Kevin was fast asleep at the wheel with Ship driving the designated point.

Ben gritted his teeth when he felt Kai's fingernails dig into his back when her body started tensing up in convulsion.

"I'm cumming, Ben! I'm cumming!" Kai hollered feeling her snatch muscles clench and squirt nonstop causing to bounce frantically on Ben's cock.

Ben gritted his teeth as he felt his body tense up and hips jerk wildly with oncoming orgasm. His time came as well. "Oh Kai!" Ben yelled out her name his hips thrust spastically with his member twitch and shoot off copious amounts spermy cream into her womb filling her up to the point some leaked out of her cunt. After a few more twitches and hip jerks he finally finished cumming inside her and collapsed laying on his back with her on top. With a plop his now soft member fell out of her hole letting white cream dribble out little by little.

The night was not over yet as Julie and Gwen ceased their scissoring sex position and looked over to the two, they looked at each other nodded.

Ben looked up when he noticed something felt different, his eyes widened to the size of saucers when he saw Kai standing on her knees over Julie's face. She lowered cum filled snatch to Julie's mouth and the Japanese girl opened her mouth to lick and kiss along the tan vulva, she moved her tongue to dive inside the cream filled fleshy cavern and suck out and swallow Ben's essence from there.

Ben could feel himself getting hard again little by little as he witnessed more cum dripping from Kai's tan pussy and into Julie's hungry mouth, hearing more swallowing sounds and seeing more tongue lapping action with Julie's mouth.

Ben was beyond words as he was stunned to say anything, that is until he felt a warm fleshy sensation on his manhood. He turned to look over at Gwen with messy hair and sweat covered face inserting Ben into herself in a reverse cowgirl position where he could see her cute butt.

"Night's not over yet, sweetie." Gwen said in a sexy voice as she started shifting her hips back and forth taking his cock for a ride inside her cunt.

Ben's face looked flushed and his member felt both exhilarated and somewhat pained, he at least needed a couple of minutes to rest before going another round, but having to go at it three times in a row was indeed a challenge to say the least.

Gwen's hips continued rocking back and forth on Ben's member and after a few more minutes of this she began bouncing on it rapidly.

He can feel himself coming ever closer to his third climax of the evening, he found it surprising that he had that much stamina and endurance in the first place.

Over and over again he felt the smooth wet flesh slapping sounds of his cousin's slightly pubic pussy continuously insert him into herself. It was pleasure on two different levels for him, one being that this is the girl he's loved for five years and another being that she's very tight down there regardless of how many times they went at it.

Ben could feel himself coming closer and closer until there was now a new sensation, he saw Julie get up from eating out Kai walking over to him and kneeled down over his face. Her smooth wet vulva literally centimeters from his lips pressing itself against now open mouth, it was clear what she wanted and he was happy to oblige her before he could release his load again.

Julie grinded her hips against his face smoothly and slowly while Gwen bounced wildly on his cock with vigor, Kai was laid on the floor exhausted and satisfied with both her orgasms from Ben screwing her and Julie eating her out. She was spent, but they weren't yet.

Ben lapped at Julie's cunt vigorously before he could explode and Julie was taking it to the point of moaning his name out loudly and gripping his head with her thighs closing tighter.

After a few more minutes of this Ben's hips thrust upwards wildly with him coming to orgasm a third time tonight, Julie approached her orgasm and clenched her inner thighs tighter around his head, and Gwen arched her back and undulated her hips erratically as all three came to climax.

Ben was glad Kevin was a heavy sleeper or that Ship was suppressing sounds from reaching the driver's area since each female teen cried out one name in orgasmic nirvana as they came with him. Ben could taste Julie's vaginal juices and Gwen could feel her womb being flooded by surprising amounts of his Semen while coating Ben's rod with her own juices at the same time.

Then they all finally collapsed in satisfied exhaustion, all three girls had smiles on their faces and curled up next to Ben for awhile. Nearly an hour later they all had to get up and re-clothe themselves before Kevin could wake up and notice anything.

Both Gwen and Julie went to their respective bunk beds to sleep and Ben stayed up a bit laying on the couch seat with Kai's lap as his pillow.

Despite being in a lust filled haze Kai remembered everything she underwent and experienced just now crystal clearly and looked down at him and smiled.

"Is it too late to apologize, Ben?" She asked craning her head to touch his.

"I think I already accepted your 'apology' today, Kai. Welcome aboard, but I think it may take Gwen awhile to like you." Ben said.

"I'm glad you took my 'apology' and I hope you felt great after shooting a lot of 'forgiveness' into me." Kai chuckled. "I came off as a bitch to you that day five years ago, didn't I?"

"Well I had a crush on you and you wanted to stick a collar on me and housetrain me. Alien form of course, but that's in the past now. Things change and quite a lot too." Ben said putting emphasis on the last part considering the recent turn of evens his life has taken.

"I'm sorry about that, but I changed too, Ben." Kai said pressing her lips to his.

"Yeah I guess you have, heh." Ben said kissing her back softly.

Meanwhile several hours later….

At a random camping site somewhere three abnormal looking circus performers that went criminal were terrorizing the camping site and trying to pillage it.

They were the 'Circus Freaks', two were male and one female, there was the ringleader with corroded mouth that can disperse toxic acidic gases. He was labeled 'Acid Breath'. The big one was the muscle of the group, he was large, dim and had giant thumbnail on his forehead. He was called Thumb skull .The last one was the only female of the group, she had long hair in tentacle like tendrils that act as constrictors and whips to her enemies. Doubly named 'Frightwig'.

"Come on this place is crawling with goods we can take, we need food after all." Acid Breath stated ripping apart a duffle bag of a camper's belongings. The campsite has been abandoned by the people since the trio came into the picture, but that didn't mean the authorities nearby were gonna stand by and let them do what they want.

"This is pathetic, we're ransacking a campsite for crying out loud. Whatever happened to robbing Banks or just going to work for another circus?" Frightwig asked. She had cute feminine face despite how other team mates looked, it was simply her body long hair that looked abnormal to everyone.

"Have you tried robbing a bank? Doesn't go so well when cops surround the place and shoot you, even tellers carry shotguns under those desks, ya know. Circuses won't even take us, because we don't exactly look kid friendly. Besides I prefer picking easy targets like these places anyway." Acid Breath said while Fright wig sighed.

"This is my life." She muttered under her breath as her team mates kept ripping apart luggage and tents.

"We better hurry of the cops will show up." Thumbskull said eating potato chips from one of the food stuff luggage bags he tore open.

"Oh I know something a little better than cops; us." A voice said and the trio looked around to see Ben, Gwen, and Kevin facing them.

"Who the hell are they?" Acid breath asked readying to fight.

"The guys that are about to beat you down." Kevin said touching rocky ground to armor up while Gwen ignited her powers.

Before Ben activated his Omnitrix he looked over at Frightwig and smirked. 'Frightwig, huh. Well I made it with one villainess so far….' He thought getting an idea
Chapter Nine: Timeless lust (Part Three)

By Auumaan

Two questions popped into the mind of Frightwig, real name unknown, as she stood facing a trio of teens she hadn't seen before yet felt they were familiar somehow. One questioning thought was: Who in the hell were they? The other was: Is it me or does it seem like déjà vu? Those were her thoughts when her two knuckleheaded cohorts charged straight for them. Sighing to herself she joined the battle letting her lengthy hair whips flail wildly ready for battle.

Kevin had his rocky ground armor on and ready when Thumbskull charged like a bull at him, smirking when the brutish circus performer came near Kevin intercepted his charge by dodging his head butt and punching him in the stomach.

"Oompf!" Thumbskull really felt the stone hand's damage, but Kevin wasn't done yet when he felt rocky arms put him in a headlock.

"I've learned plenty of things from watching Friday night wrestling, big guy." He said before using his strength to lock his arms around his torso and lift him up over himself. "Smackdown!"

With great force Kevin performed a suplex on Thumbs skull resulting in small crater in the ground. The mutated brute got back up and continued to engage Kevin in a burly brawl of punches.

Meanwhile the Circus Freak, as they were designated, known as 'Acid Breath' was in battle with Gwen. He spewed out a bursts of acidic corroding liquid from his disgusting mouth at Gwen who shielded herself with a pink energy barrier.

"What the heck do you think are? A Green lantern?" Acid Breath said inhaling deeply then spewing out poisonous gas at her next, but was stopped by Gwen when she shut his mouth literally with an energy shackle.

"Nope, Green lanterns are Green, this is all just me, ugly." Gwen said pulling her arms up taking Acid Breath for a rough ride in the energy shackle he was bound to. She slammed him into a tree trunk and back to the floor and up again to throw him at Thumbskull while he was distracted fighting Kevin.

With a thick collision one circus freak slammed into another and they tumbled to the ground at the same time.

All the while a green flash of light from the omnitrix revealed Bigchill in Ben's place. The frosty phantom spread his four wings out and elevated himself above the ground a few feet.

"What in the heck? That's just like the Omnitrix!" Frightwig stated in a somewhat panicked tone when she whirled her head back and lashed her five extended whip-like hair tendrils at Bigchill.

He flapped his wings and avoided the attack in mid-air and saw another attack coming from his left side, he dodged it again with ease causing her to get slightly frustrated.

"You'll have to do better than that, curly sue." Big chill said in his wispy voice before he unexpectedly got his legs and arms ensnared by her tendrils. Each arm and leg had one of her tentacle like hair lengths wrapped around it, Bigchill could say he was impressed, but not worried.

"How's that for better?" She said smirking and whipping back her free hair tendril back to lash down on him.

Her metal tipped hair whip came down blurring fast, but the only sound that resulted was the cracking sound of hitting the ground.

"Huh?" She blinked in stupor when she noticed her hair whips were holding on to nothing and her attack just hit air. "Where did you go? This is just like that freaky grey ghost from awhile ago at the school." She said to herself with slight fear remembering how much brutality the said alien from dished out.

"In front of you." A wispy voice said and she looked in front of her to see the blue phantasmal form of Bigchill arise from below the ground in a ghostly state. "Do yourself a favor: quit the super villainy shtick already. You're only hurting yourself and getting nothing from it, you know." Bigchill suggested somewhat mockingly as he rematerialized with his arms crossed.

'In fact, why doesn't she? Charmcaster was the same, wasn't she? She was doing the whole super villainess thing and became miserable for it. Maybe this one is too, it's not like she can possibly enjoy pillaging a campsite with tweedle dee and tweedle dumb over there. Maybe…' Bigchill thought before snapping out of his thoughts to see more whiplash strikes from Frightwig's hair tendrils.

On quick reflex Bigchill became intangible again to have the attacks phase through him harmlessly.

"Tired yet?" Bigchill said receiving a glare from the girl.

Bigchill briefly glanced behind him to see Gwen and Kevin finishing up with the other two with Kevin morphing his hands into big stone fists to punch Thumbskull a few feet back. Gwen was throwing energy shots at Acid breath causing him to land against a tree.

'They got it covered.' Bigchill thought before looking back at a tired looking Frightwig. "You know you don't have to be this way."

"Says you." She said whirling her head back to ready all five hair tendrils for another futile attack.

Bigchill sighed and inhaled, with a great exhale he blew an icy blast of freezing energy along the ground beneath her feet.

An icy frost covered the ground beneath her causing Frightwig to lose balance and slip. "W-woah!" Frightwig fell on her back and soon found herself sliding downwards along the slope of the hill which lead to a freefall of twenty into a deeper part of the woods.

"O-oops." Bigchill didn't notice the hill was a very steep downhill slope which led to a deep pitfall of certain pain or death.

"H-heeeyyyy!" Frightwig was uncontrollably slipping down the hill at high speed and she couldn't get herself out of the momentum.

"Better get this!" Bigchill flapped his wings and flew fast in an attempt to catch the now freefalling circus performer.

Bigchill went intangible once again and dove through the ground in his ghost form to make a shortcut.

Frightwig was in a freefall now with the spacious other part of the forest twenty or so feet below for a deadly landing, but out of the hillside Bigchill came out and scooped her up in his arms.

He barely made it in time to brace for a crash landing in some of the taller trees of the forest that now met him. His wings covered himself and Frightwig up in time to shield them against the dive through jagged branches and tree trunks.

Gwen and Kevin barely made it to Ben's battle ground when they noticed the two were gone and what happened.

"BEN!" Gwen called out in futility when she noticed her cousin in his alien form rescue the circus girl.

"We need to get down there now!" She said looking at Kevin who nodded. They had beaten the other two circus freaks, but when this caught them by surprise the two semi-human villains took the opportunity to run.

"What about Frightwig? Are we ditching her?" Thumbskull asked dimly.

"Forget about her for right now, we need to get out here while those two are distracted. We'll go down there ourselves to see if she's alive or not, but later!" Acid breath said braking into a run with his cohort.

Gwen looked between the RV and down at the area where Ben landed, torn between deciding what to do before Kevin snapped her out of it.

"Gwen relax already, alright. You go down and check on him, I'll look after the RV while you're gone." Kevin said reassuringly. Gwen nodded her thanks and stepped into the space of the hillside in which they fall off and made a couple of mana panels for her to step on.

"Thanks, Kevin. Just wait here with the RV then, if we move to detour to Ben's location we might lose valuable time in catching up to Vilgax." She said back to him, Kevin nodded and Gwen added "Whatever you do don't alarm Julie when she asks about Ben."

"C'mon, I'm a paragon of subtlety, Gwen." Kevin said shrugging his shoulders, but Gwen gave a flat 'are you serious?' kind of expression to him.

"Uh point taken, just make it back quickly. Squidface is too far ahead of us." Kevin said as Gwen continued marching on mana panels two at a time in elevation to get to Ben's location.

Where Ben was at…

Laying on his back with wings and arms sprawled was Bigchill, a few feet from him was Frightwig laying face down with her 'hair' sprawled over her head, both were fine if not unconscious for the moment.

"Ooohh, note to self: don't create icy floors near steep hills." Bigchill said to himself groggily as he got up and with a green flash changed back into Ben. He rubbed his shoulders sorely and approached the downed Frightwig carefully incase she reflexively decides to choke him with her hair.

"Ooowww." She moaned and flipped over so Ben could see her face clearly as well as her left ankle looking slightly disjointed. When she opened her eyes and glanced at him she immediately went into battle mode and attempted to stand up, but without knowing about her ankle she yelped in pain and stumbled.

Ben dashed in front of her to catch her before she fell again, Frightwig was now in his arms literally and there was a bit of an awkward moment of silence between them. At least until Ben spoke.

"So wh- ACK!" Ben was cut off when she wrapped one of her tendrils around his abdomen and she was squeezing it pretty hard.

"Okay I want to know two things: Who the hell are you and why do you have that little green alien watch that 'kid' uses?" She asked staring him down and waiting for an answer, but Ben was having trouble speaking since she was technically strangling him by his stomach. The pain was the distracting part, not the fact that Ben was also actually getting a good view of her chest.

Seeing that he couldn't answer she sighed and loosened her hold on his torso, she didn't notice and didn't consider it important that she was still in his arms being held as if it were a cheesy romantic pose.

"I've loosened my grip, now talk." She demanded. Ben simply stared at her with a flat expression, he was a little peeved that she constricted him after saving her life, so he let his hands go.

"Uuhmpf!" She fell on her butt softly when he let go of her, though her hair tendril's hold was still firmly around his chest Ben crossed his arms and looked annoyed.

"I guess that's how you say 'You're welcome' in the thieving circus crew trio. I just saved your life, the least you can do is stop trying to kill me for five minutes." Ben said and she looked back at him with the same kind of expression he wore.

"You're the idiot that made me fall off the cliff in the first place!" Frightwig said pointing a finger at him, Ben was about to speak but closed his mouth as he was mentally admitting she was right about that part.

A sudden sharp twinge of pain shot through Frightwig when she touched her ankle.

Ben crouched down to check on it much to her surprise, he learned from his grandfather some survival skills in the wilderness as well as some medical tips when it comes to limbs, it was mostly for his own sake considering the career he was in, but right now it would be to help this incredibly ungrateful enemy that recently suffocated him.

'Something must be wrong with me, sigh, it's not like I can leave an injured whatever-she-is in the wilderness. Speaking of that, is she another alien hybrid or full alien herself, because I can't imagine those things on her head are fake.' Ben thought before massaging the part where her ankle meets her knee area.

Frightwig remained calm as he did this, part of her was still struggling to understand the identity of this 'super hero' and another was trying to comprehend why he was helping her so generously despite intensity between them.

"Well it's just sprained, the muscle must have twisted on the way down here. You'll be fine." Ben said reassuring her, but she crossed her arms and huffed.

Ben's eyes slanted and he sighed taking a seating spot against the tree trunk right across from her.

After a what felt like an eternity but in actuality was only a couple of minutes one of them finally decided to speak. "So….are you gonna answer me already?" Frightwig looking to the side when asking.

"About who I am? I'm not so sure I can tell you that, tentacles." Ben said causing her to bristle up when he said that name.

"Jerk." She said crossing her arms again.

"Well you're just a big gleam of sunshine, aren't ya?" Ben commented and Frightwig raised her hair tendrils up threateningly.

"Why are you still here anyway? Shouldn't you be off doing more goody goody things?" She asked tensely as the uncomfortable feeling of being near someone she wanted to pummel was getting to her.

"I could be, but I'm not risking flying you back up there if you're going to try and strangle me again. So I'm waiting until one of my friends arrive first, besides your ankle has to get better before anything else." Ben said looking to side at the view of the deeper parts of the forest.

Frightwig blinked twice in stupefied silence, she hadn't yet encountered anyone this considerate before, not even her teammates were like that. With them it was a type of group where you had to depend on your own strength and capabilities not each other to back you up.

"T-thanks?" She said awkwardly. Ben looked her way and winked smiling. She didn't blush or anything, she simply cocked an eyebrow and mentally muttered 'dork' in her head.

Before more awkward silence could happen Frightwig thought she should get her answer and sate her curiosity already. "So What's your relation to the Tennyson kid? You his big brother or something?" She asked.

"No I wouldn't say that, I don't think I should tell you either anyway. Classified information, cutie." Ben said grinning goofily as Frightwig's right eyebrow was twitching in annoyance."Tch, fine." She said pouting.

"Now lemme ask you something: Why do you go as low as to rob campsites and work for lowbrow super villains like Zombozo?" Ben said removing his green jacket from being too hot.

She looked at him from the corner of her eye and mulled over whether or not to answer anything at all, but then she figured 'why not' and turned to look at him.

"It's not as if I have much of a choice, I mean look at me, does it look like I could live a regular life? I take what I can get, even if the bad breathed idiot of our group decides ridiculous ideas like robbing a campsite. Working with Zombozo was much simpler since we had a place to stay, but that changed when he got too big for his hat and decided to act like a Saturday morning cartoon villain. Though I didn't expect some ten year old with super powers to get mixed up in it and shut him down." Frightwig finished with a displeased look on her face at remembering that time.

Ben looked tersely at her before saying his piece. "Look you can do better than that anyway, you shouldn't have to these kinds of things just to get your next meal."

She looked surprised when he gave supportive input as he knew more than he did. She didn't answer and waited for him continue.

"I mean with your powers and agility you could be in the plumbers, they employ kinds of aliens and non-aliens there, you know. I mean it's not like you want to keep this 'booming' career of yours going, do you?" Ben said letting his words sink in. She opened her mouth to talk, but no words came out. She was speechless.

'I never actually considered that, did I? I've only been doing what they wanted just to get by, but now that he mentions it, joining that alien agency group might sound like an easy to make some money and not look pathetic like I do now. After all, I did have some family in that organization before the circus thing…hmmmm.' She thought looking to the side in thought until she looked directly at him next. "What's your angle?"

"Hm?"

"I mean it, why are you helping me and trying to give me career advice? You have to want something." She said suspiciously. Ben's head slanted to the side and he sighed.

'Might as well tell her then, if my crazy idea works then everybody wins, right? If she decides not to hang out with her circus crime buddies anymore then I could take her with me back to my time and lower the Forever King's forces. She can also end this villain's life of mediocrity and be happy for a change, plus she's cute. Well here we go.' Ben thought standing up and revealing his Omnitrix to her.

"I'm just trying to help you, to be honest. Let's face it, you're not going anywhere different with your life in the near future. You know how I know?" Ben said looking straight at her. "Because as crazy as it sounds: I'm Ben Tennyson, from the future of five years later."

Frightwig was simply stupefied and unable to say a word, Ben half expected her to laugh at the last part of the sentence, but she had to give him the benefit of the doubt. She knew full well there were plenty of unexplained supernatural phenomenon in the world such as Zombozo's creepy powers and a ten year old turning into aliens. This guy had a completely similar wristwatch on his arm and he looked exactly like the kid if he were older, she had to believe him now at least.

"Well…that clears up who you are, but what do you want from me? Why try to give me this opportunity? If you are really that kid from the future then aren't you my enemy?" Frightwig asked looking confused. She honestly didn't expect someone so bratty in her opinion to grow up looking dashing, or simply her average in her own words. 'Did I just think this kid was good looking? I must be delirious from the fall. He does seem nice though..'

Ben walked over and knelt down in front of her, she was surprised that he did this an that she wasn't reflexively attacking him, but what she was more surprised was what he did next.

Ben leaned in to place his lips along hers dark lipstick covered ones causing both extreme alarm and a strange good feeling within her.

'What in the world?' She thought when she was subconsciously raising her hands up to place them on Ben's head, she didn't know why she was doing this, in fact she didn't how this boy planted a kiss on her that she is still letting continue. 'This is…new…my body or my loins…in this case…feel warm and fuzzy…something is definitely different about this kid. I think I might like this.' she thought as the charm effect went full circle and her eye pupils exhibited a pink glow within bedroom eyes.

Ben let go of her lips and now looked at the flushed sultry face of Frightwig. "I don't think you want to be enemy, in fact I don't think you want this kind of life for yourself in this place. I'm trying to help because it's just who I am, plus I think you're good looking too." He said in his usual light hearted voice.

Frightwig was honestly confused about what she wanted, but the bizarre feeling of pleasure surging within herself made her body decide for her. Her hands went to her chest and pulled down her tight leather shirt to reveal her bust to Ben.

"You did something, but…but I like it, this feeling is making me do this, right?" She asked displaying her B-cup size breasts to teen.

"You don't have to if-" Ben was cut off when she grabbed his face to delve into another deep kiss, but this time she dove her tongue inside and got a taste of his mouth.

Looks like he got his answer. She pulled off and answered: "I want in, on joining the Plumbers. Believe it or not I had family in that organization, but I made screw ups along the way. Whatever it is you're in on I want to join, especially if it means getting out of 'this'." She said in all honesty as well as the charm effect giving her more drive. Ben believed her and found it surprising that she was distantly connected to the Plumbers, it would explain the human-alien looks and abilities, but how did she end up working in the circuse with Zombozo? Ben shrugged it off, he didn't know why he had wanted to help her, maybe he thought seeing such a pretty face in such a ruined lifestyle made him sympathetic. Either way the charm effect was on full power and it showed that when Frightwigs hair tendrils wrapped around his back softly to pull him closer so that he was mouth to mouth with her again.

Closing his eyes and receding into the tongue probing kiss Ben brought his hands up to her breasts and grabbed them so he could fondle while making out.

They had been doing this for several minutes all the while Gwen was unknowingly standing next to a tree nearby watching them. Her face was slightly red from embarassment that Ben is now doing it with another one of their villains and also because the charm effect chain was affecting since she started viewing.

'Well looks the RV is gonna be cramped later, I hope Ship can morph to bigger sizes, if not then Ben is going to have to keep it in his pants for a while.' Gwen thought taking a seat beside the tree trunk without them knowing she was there. She begun feeling the effect and slid one of her hands down into her tight jeans to rub underneath the fabric of her panties. Her hand was strongly yet smoothly rubbing her moistening vulva causing her to hum in rising pleasure, while she was doing this Ben pulled from the kiss to ask her a question.

"Frightwig isn't really your name, is it? I was wondering about that for awhile now." He said pinching her right nipple and squeezing her other breast.

Biting her lip she answered looking directly at him. "My real name is Melissa. Melissa Irons."

Ben blinked, he didn't expect her to have such a normal name, his own last name was unusual, especially since it matched perfectly as to having ten aliens to begin with and his name being Ben. Ben, Tennyson, Ten aliens, he figured it was something strange in that, but didn't care too much.

"That's a pretty name." He said causing a faint blush to appear on her cheeks until he added: "I always kind of thought your name was Medusa or something."

She blinked an eye in annoyance and used one of her hair tendrils to smack his rear hard. Smack.

"Yeow! Okay sorry." Ben gritted his teeth in stinging pain, he was just now spanked and it didn't feel as good as he was led to believe. Frightwig silenced him with another kiss and placed her hands on his still clothed crotch area, she lightly grabbed and rubbed in circles causing him to moan in her mouth.

Ben was feeling better with her womanly hands massaging his crotch area and her tendrils binding him closer to her own body, he had learned from Helen that alien girls having a tail can come in very handy, maybe hair tentacles could too.

'There won't be much time until Vilgax gets to the campsite as well as her buddies to come looking for her, that's assuming they even care about her, I better hurry this up.' Ben thought pulling from the kiss again and standing up slowly pulling her with him. She tried not to stand on her bad ankle, but thankfully she didn't have to when Ben pulled her up and pressed his body against hers since they were leaning against a tree.

"I don't mean to rush or anything, but I am kind of in hurry. Let's skip the foreplay and go straight to the main course, shall we?" He said cupping her face in his hand, she smiled a naughty smile as she got an idea.

"I've been waiting for you to say that, if you want to get inside then go through the 'back door'." She said and Ben understood her euphemism immediately and grinned. He picked her up slightly and turned around so that her chest was brushing up against the tree trunk and her ass stuck out for him.

Ben placed his hands at the hem of her leather pants and pulled them down to her ankles, his jaw dropped when he saw that she doesn't wear panties. Her snatch and butt cheeks were in plain sight and he marveled at the round curvy shape of her supple buttocks, apparently all of her skin was pale. He wasted no time and unzipped his jeans, dug into his boxers and brought out his erect penis so he could position the tip between her buttcheeks. He spread them apart to see her anus in plain sight, he remembered how he did it with Helen and the process became that much easier, Frightwig bit her lip in anticipation and soon opened it in pain and after a few more seconds she had her mouth open in exhilarated pleasure.

Ben's hips were slapping against her buttocks as his member continuously penetrated her 'back door' in repetition, he felt the moist different suction of her rear cavern and it started out really tight, it must've been difficult for her as well though she is enjoying it now.

"Hhhoooooaaaa." She moaned loudly as Ben kept pounding her ass with his manhood, again and again the rod of flesh drilled her second pucker hole. Her hands were clenching against the side of the tree trunk as whatever was left of the initial pain was fading gradually, the feeling of his meat rod repeatedly invading her felt better than she believed, but feeling devilish she got an idea. One of her hair tendrils moved to her exposed wet pussy and the ball tip pressed against then began rubbing it in rotation.

She was now masturbating herself with one of her tendrils while Ben was shoving his meat into her anus, it wouldn't be long until she would scream her orgasm.

Gwen, who was nearby without their notice, was still watching it all and at the same time sliding two of her left fingers inside her snatch in accordance with their lovemaking.

After five minutes of more anal intercourse Ben's thrusts became more powerful and faster as her tendril continued rubbing her clitoris causing her to moan out loud in climax.

Ben thrusted one last time before depositing a gushing amount of his creamy essence into her anus, his hips kept jerking a few more times with more spurts with each thrust until both of them ceased convulsing in orgasm.

Panting and satisfied the two were about to break apart until they heard another moan and turned their heads to see Gwen nearby leaning against a tree with her pants around her ankles with her fingers constantly diving into womanhood. Her head was tilted back as she moaned loudly in orgasm with her hips twitching several times. Her climax came when she continued to watch them and get herself off at the same time.

Ben was feeling himself slowly getting hard again despite just blowing his load a moment ago, there was never a time where his beautiful lover of a cousin failed to arouse him, he looked between Frightwig and at Gwen and got an idea.

"Enjoy the show, Gwen?" Ben asked the slightly panting Gwen. Frightwig blinked twice realizing this must've been little redhead she somewhat detested grown up, whatever negative feelings she had with her was slowly being overridden by the resurgence of the charm effect, her eyes lit up with pink again.

"Care to join us?" Ben offered his heated cousin, she smiled and nodded. Walking over to them after pulling the rest of her pants down Gwen took his lips into hers to engage in another lip locking kiss.

Frightwig was looking back at them in arousal while Ben was still technically inside her, getting a wicked idea she let one of her hair tendrils slither over to Gwen's bottomless area and placed one of them along her glistening snatch.

"Huh, that's innovat- ooohhh…" Gwen trailed off when Frightwig's hair tendril began massaging her teen womanhood in swirls the same way Frightwig did herself. Pulling himself out of her Ben grabbed the circus girl by the shoulder and pulled her to him for another tongue lapping kiss while she masturbated Gwen. This continued for a couple of more minutes until all three decided to hurry it up and finish as they entered into a sexual position where Frightwig laid against a tree trunk with Gwen leaning her body against hers with her back feeling her breasts while Ben lifted the redhead's left leg up over his shoulder so he could position his hardened member against her moist snatch.

While he was preparing to insert himself into his cousin, Frightwig decided to use two of her hair tendrils to smoothly wrap around Gwen's torso, one to massage her own womanhood and another to rub between Gwen's butt cheeks. Her last hair tendril remained where it was and overtaken by lust she started kissing along Gwen's neck and then up to her lips to engage in a steamy French kiss. She sucked on her tongue and vice versa then Gwen felt the familiar yet overwhelming sensation of Ben's cock sliding itself into her, she moaned into Frightwig's mouth while she was still tasting it.

'Maybe I should consider digitally recording all these 'get-togethers', never know when it will set the mood with me and any of the girls later.' Ben said taking in the sensation of Gwen's wet fleshy passage taking in his rock hard tool.

Wet flesh slapping sounds could be heard as the boy continued his thrusts as he repeatedly penetrated the redheaded beauty that was making out with the mutant circus woman.

Again and again his hips thrust back and forth against the hips of the redheaded magical teen, Ben grit his teeth as the pleasure build up was becoming too much and then his thrusts became faster causing the two females to break from their make out so Gwen can moan loudly.

Oh how he loved her, he didn't know what to think of Frightwig or Melissa in this case, he figured this would be the only time she would do this with him and when he takes her to the future she would restart her life. Whether she wanted to be in on Ben and his girls was her choice, he wasn't going to force her, charm or no charm.

Yelling her name loudly Ben tilted his head back and his hips ceased thrusting, Gwen smiled in climax as she felt him fill her up once again with copious amounts of cum to the point where it would gush a little out of her opening.

After the final hip jerk and cumshot came to pass, Ben leaned to kiss his fiery lover deeply, but Frightwig wanted some too and gently removed him from Gwen's lips and onto hers. What a day this was turning out to be.

Within several minutes they all got re-dressed and Gwen created an elevating mana panel for all three to stand on as she took them back up to the mountain area where Kevin, Julie, and Kai were waiting.

After seeing Frightwig Kevin went into attack mode, but Gwen stopped him and Ben explained her presence there. Still shifty eyed about the pale circus girl with tentacles for hair, Ben finally convinced him to give her a chance.

Kevin reluctantly agreed and they decided to waste no more time and drove off to their destination.

Kevin was one thing, the awkwardness between Melissa and the girls was another.

"So, what's the deal with those things? Are they alive or some kind of weapon?" Kai asked tilting her glasses to get a better view of Frightwig sitting with them around the table.

Cocking her eyebrow she sighed and answered honestly. "I'm part alien, these things are part of me in the same way a animal has a tail. They're just there." She answered making Kai feel awkward now. "I don't know my alien race, but I do know that I can control them just fine. What about those weird bracelets you have? More alien tech?" She said trying to relate to them if she was going to stay with this group for the time being.

Kai raised her forearms so that the bio-tech bracelets Ship inadvertently gave to her could be seen by all. "Sort of, I haven't got them to do anything yet, but I'm waiting for the right moment when they actually do something." She answered looking at each of them.

"So your real name is Melissa? That's a pretty name." Julie said awkwardly trying to get the conversation going.

"You wouldn't believe what green boy thought it was, he assumed I was named Medusa." Frightwig said smirking and earning a laugh from both girls.

"I'm not surprised at that, Ben has a certain 'imagination' about things. Probably from reading too many comic books." Julie said smiling. Frightwig nodded and grinned, she could get used to this, but it will take a lot of getting used to.

"He's a sweet guy, but I wanted to whip him for that remark." Frightwig added leaving out the part where she spanked him.

So the girls continued getting to know each other through conversion while Ben was laying on one of the beds in the back with Gwen sitting next to him.

They were both looking at the girls getting along well and Gwen looked back to him.

"This will take a lot of getting used to, we should probably get her a change of clothes too while we're at it." She commented patting his chest lightly.

"Yeah, she does bring a different theme into it all, but she's had it hard too, and I just…wanted to help. I mean if Charmcaster was like then I figured she was too, besides if she has had relatives in the Plumbers then that proves there might be good in her." Ben explained.

"Yeah, I guess you're right at that, but I wonder if she'll just sign up and say goodbye once we get back to the future or decide to stay with you."

Ben shrugged. "That's her choice, I mean if this charm is still out of my control then I can at least take care of how many girlfriends I bring into this 'harem'. I still can't get comfortable saying that." He said leaning up.

Gwen kissed him on the cheek reassuringly. "You'll be a great provider, Ben. Besides working in the Plumbers sounds like a sure deal for me, you, or Kevin. I heard they pay great and we do what we always do on a daily basis there." Gwen said smiling.

Ben put a finger to his chin in thought and nodded in agreement. "That does sound like a sweet idea, but for right now let's focus on finding Vilgax, kicking his green butt, and getting back home." He said getting up from the bed with Gwen behind him.

"Wait, Ben. I just thought of something." Gwen said stopping him.

"Hm? What?" He asked.

"Since we're in this time and you're supposedly trying to reduce the Forever King's forces when you brought Frightwig into this, what about Charmcaster of this time? Have you noticed the difference between her now and the one in the future?" She questioned.

"Yeah now that I think about it, she's much skinnier and a little shorter, plus her eyes aren't pink anymore either."

Gwen nodded. "Before the whole trip to Navajo Valley, she and I have been doing some talking and I learned about the 'magic poisoning' she had back then. It's why her eyes were pink, but also she had to cure it and it didn't work out so well for her." She explained greatly catching Ben's interest.

"So that's why she's petite and skinny now? I just thought it was something else, what happened?"

"She told me her uncle was the one to rid her of Magical poisoning, only he didn't do a very good job or even tried to. The excess magic build up was purged from her, but it left greatly weakened both physically and magically. It's also another reason she hates her uncle." She finished letting all of it sink in.

"Wow…I didn't know all that, it figures she would've grown hating everything even more. Did she say she wanted to look the same way again?" He asked.

"Well she did mention she missed her old look, it brought out the more womanly side to her as well as her maturity, she's only like in her early twenties and she's stuck looking like a small teenager for who knows how long." She added sadly and then Ben got an idea.

"I think I know what we could do, but first let's deal with Vilgax." Ben said grinning and Gwen nodded.

Elsewhere…

"Gwen? Ben?" Grandpa Max asked bringing firewood to the apparently abandoned camp site. He expected his two ten year old grandchildren to be here when he got back. "Maybe they're in the RV, or Ben might've went XLR8 and took Gwen to get some regular food. I really wish they would get into the kind of natural foods I enjoy. Better wait for them then." Max said to himself as he set down some firewood by the patio chairs when a great shadow overcast him from behind.

Being the expert that he was he quickly barrel rolled out of the way and readied himself for battle.

"We meet again, Tennyson." the all too menacing voice of Vilgax sounded when the green goliath stood across from him with his large sword out.

'He looks different, maybe another body enhancement?' Max thought taking in the sight of this 'future' Vilgax. "You look different, Vilgax. Did you get a make over while I was busy thinking you were gone for good?"

Vilgax didn't bother to retort as he swung his sword up high and slashed down at the ground causing a rocks and debris to fly at Max.

The senior citizen quickly dodged out of the way and made an attempt to get to his RV and bring out some weaponry to fight, but Vilgax got in the way.

Jumping down in front of him and grabbing him by his shirt, Vilgax held up the old man and glared hatefully at him.

"Your little saviors aren't here to rescue you this time, Tennyson. It's pathetic to think I need two children out of the way just to finish off a feeble old Plumber. I'm going to enjoy ripping you apart." Vilgax said when he didn't notice Max held a concealed energy grenade and immediately he brought it up and shoved into Vilgax's open mouth.

"You always did talk too much, squidy." Max said raising his arms up to slider out of his shirt.

(Electrical explosion sounds) The grenade discharged causing a great energetic mini-explosion on Vilgax's face.

Max stood before the cloud of smoke with suspicious eyes and was disappointed when the said alien warlord came out of it with only a few burns around his mouth.

"I'm far stronger than the other version of myself that resides in this time, Tennyson!" Vilgax yelled as he charged like an angry bull towards Max, until something else happened.

Out of the ground large vines began sprouting about beneath Vilgax ensnaring and haulting him in his tracks. They grew bigger and bigger until they bonded every limb, Vilgax looked to see a familiar alien form of the teen hero he hates the most out of all his enemies.

"Picking on Tennysons again, Vilgax? You never learn that it doesn't end for you, big guy." Swampfire said igniting his palms with fire.

Standing beside him was Kevin and Gwen, all ready for battle.

"Even in this time I can't be rid of you." Vilgax shot laser blasts out of his eyes and incinerated the vines around him. Bringing out his sword he stood ready for battle with the very same foes he fought before coming here. "Face me, Tennyson, so I can't erase your future completely!" He said charging at them for battle.
Chapter Ten: Timeless Lust (Part Four)

By Auumaan

'Here he comes!' Swampfire thought in full alert as Vilgax was charging for them like a wild mammoth, Gwen activated her powers and Kevin quickly touched down on the ground to armor up when the squid faced alien raised his huge sword overhead.

Crashing sounds could be heard from far away and a small fissure was made in the ground when the weapon touched down after the three dodged the attack in time. Swampfire held out his hands and shot out a stream of flames on to Vilgax.

Raising one of his arms up in time for his shield gauntlet to activate, Vilgax repelled the firey blast entirely while being hit with multiple shots of mana energy from Gwen.

"You haven't changed your tactics, boy. This is no different than our last battle." Vilgax said turning around to see Kevin running towards him with enlarged rocky fists. A loud impact sound was made when Kevin smashed his stone fist against Vilgax's right claw, Vilgax smirked and used his strength to start crushing Kevin's hand through the stone.

Kevin gritted his teeth in pain but held it together.

"Pathetic use of tactics, Levin." Vilgax said raising him up by his arm to glare face to face with Kevin.

"Actually I got you right where they want you." Kevin said smirking at the glaring Vilgax. Suddenly behind him was Gwen holding a large energy sphere of Swampfire's flames.

"Kevin now!"

Kevin brought his legs up to Vilgax's torso and with all his strength kicked himself away from his grip.

"Coming right at ya!" Gwen said hurling the sphere like a baseball at the mildly surprised Vilgax.

It impacted causing a fiery miniature explosion that created a cloud of smoke.

Swampfire stood beside Gwen and Kevin surveying the smoke cloud, all three still battle ready, it would never look this easy to beat Vilgax.

From inside the Rustbucket2 Kai and Julie were looking on, Ben told them they needed to stay inside out of safety since Vilgax was a tremendous threat and they didn't have any means to fight him. Frightwig felt compelled to join the fight and she would as she saw an opening to exploit, but after being easily defeated by both versions of Ben before she felt little confidence at the moment. That would soon change.

"Wow, they're really tearing it up out there. I wish there was something we could do." Julie said wishfully sitting next to Kai.

"I think they'll be fine, but I…" Kai said then trailed off when she noticed her alien tech bracelets begin to glow bright blue, the circuitry lines that were visible on the surface were lighting up faintly, but this the first sign of activity she had witnessed since obtaining them.

'What in the world?' Kai thought in wonder as she felt some strange sensations surging through her wrists from the bracelets. Before she could look any longer another shockwave from outside shook the RV. Not wasting any time with being distracted Kai got up from the seat and rushed to exit the RV, Julie looked reluctant considering they might be more of a hindrance than help, but rushed out regardless.

"Maybe I can borrow something from Ben's grandpa to use." Julie said to herself as she stood behind Kai when she pulled open the door only to be greeted by a small gust of dusty wind, shielding her face with her forearms she persevered and walked out along with Julie.

Frightwig was the only one remaining in the Rustbucket 2, after a few seconds she slumped her shoulders and sighed. "Dammit…" She made her way to leave the RV as well.

Meanwhile outside…

"Oommph!" Kevin was thrown into a nearby tree causing to break in half, Gwen was using her shield against Vilgax's energy beams while he was holding Swampfire by the head.

Max was nearby surveying the battle scene and with urgency he rushed to his own rustbucket to take out a standard issue plasma rifle, but his attention was caught when a teenage Japanese girl wearing a pink sweatshirt appeared behind him with words that pretty much surprised him. "Can I borrow one of those, please?"

Max blinked a few times and looked between her and the battle to wonder if she was a friend to this trio of heroes. "Uhh…"

"I'm with them, don't worry, I'm here to help. I also had training with those by the way, so I know what I'm aiming at." Julie said with a sweet smile. Immediately understanding, Max opened up a concealed compartment along the exterior of the RV and out came two smaller energy SMGs.

Julie nodded her appreciation and took them the submachine guns and ran to the where the battle was being fought.

"Heh, these kids are full of surprises." Max said grasping his rifle with both hands and clicking it for preparation before he ran to the battle scene as well.

Back to Ben and crew…

Swampfire grabbed something off his shoulders and ripped them off, they were spikey shaped seedlings, he tossed them beneath Vilgax's feet since he was too focused on breaching Gwen's shield with his laser vision.

"I think you have a bit of an undergrowth going on, Vilgax." Swampfire commented when Vilgax was too preoccupied with his attack to notice large vines growing from the ground below him where Ben threw the seeds. The green whips lashed around Vilgax's whole body to wrap him around in a very constricting bind.

"Control over plant life, Tennyson? This is nothing more than insulting!" Vilgax barked when the vines begun binding his arms and distracted him from attacking Gwen, he smirked and turned his head downwards to aim his laser eye beams in small blasts at the restricting vines.

Chunks of burnt shreds of greenery fell off when he incinerated the vines and now he looked at Swampfire as his new target.

'I'll need a bruiser for this guy. Better go with Humongasaur.' Swampfire thought bringing a hand to his chest symbol while Vilgax was running at him. With a green flash a giant reptilian alien with sand colored skin stood where Swampfire was a moment ago.

With a loud crunching sound Humongasaur's right fist rammed into Vilgax's face causing him to stumble backwards slightly .

"How's that? Did that add a little injury to insult for ya?" Humongasaur said when Max and Julie came up beside him and aimed.

Humongasaur had to buy them some time so he decided to brawl a little more, he delivered another punch to Vilgax, but he caught it and countered with a head butt. Reeling from the pain Humongasaur used his other hand to grab the back of Vilgax's head and bring it down to the dinosaur's left knee. The two kept brawling and trading blows until Vilgax delivered a rather strong uppercut with his gauntlet arm. He knocked Humongasaur on his back temporarily and was about to jump down on him until he noticed Max Tennyson and Julie charging up their weapons for full blast.

"Say cheese, ugly." Max said firing a blue burst of energy from his rifle the same time Julie unleashed an orange colored barrage of energy bullets from her pistols. The hale fire of shots made contact with Vilgax causing him to be thrown back a couple a feet into a now destroyed tree trunk.

"Aaggh! You insects!" Vilgax growled getting back to unleash a blast of more energy beams from his eyes until something else happened.

Wrapping around his face and covering his eyes shut was Frightwig's Hair tendrils and Frightwig herself was on his back making sure his ability was unusable for as long as possible.

"Man am I glad you're on board." Humongasaur said grinning at her, she smiled back until she felt immense heat coming from Vilgax's eyes once again.

Thinking on her feet she let two hair whips up at a time and used the metal ball tips to whiplash down on his eyes repeatedly, it would hurt him like getting hit with small bowling balls but it distracted him enough.

"Hurry!" Melissa called out when Gwen quickly came into view alongside Kevin and now Kai. Kai herself was still clenching her fists hoping her 'alien bracelets' to activate already and do something to help, but to no avail.

Ben got an idea and quickly he pressed his palm to his chest symbol again to transform, but this time he appeared as the rock armored alien known as 'Chromastone'.

"Melissa let go before he burns you up! I've got an idea." Chromastone called out to Frightwig, who then nodded then undid her constriction so she can leap off from Vilgax.

"Tennyson!" Vilgax was enraged and unleashed an intense large blast of the laser vision super power he stole from Ultimos at Chromastone.

With a bright red flash the attack made contact with the rocky alien, but without hurting him whatsoever. Vilgax knew about Ben's newer aliens, but with his rage built up during this battle he failed to remember Chromastone's abilities before angrily shooting at him. And boy it's gonna cost him.

The blast's bright result died down and Chromastone stood there unhurt and smirking, he held out his arms and unleashed an even greater blast of red-violet energy back at the alien warlord. Gwen used her powers to fire a blast of own mana energy as well, Max shot his plasma rifle at the same time Julie unleashed a barrage of energy shots. All attacks together combined came like a thunder force and collided with Vilgax causing a great shockwave of an explosion to course throughout the forest scenery.

"Wow, hardcore." Kevin said removing his stone armor form and slumped panting.

"I'll say, I could really use these. Can I take them with me back to the future?" Julie said asking Max next to her.

"Future?" Max asked cocking an eyebrow.

Chromastone, Gwen, and Kevin all walked a little closer to smoke cloud to see if Vilgax was at least knocked out, they knew even all this wouldn't be able to put him down, he's survived much worse and no doubt he was alive if not unconscious from that.

"Do you think that got him?" Kevin asked looking to the other two.

"Not if I know squid face like I think I do, he should at least be out cold from that." Chromastone said until out of the smoke Vilgax's arm came out and punched the rocky alien away a few feet.

Vilgax came out of the cloud of smoke very much alive and angry and he back fisted Kevin into the side of the Rustbucket which was seven feet away.

'Even after all that!' Gwen thought raising her arms up to fire another mana blast but Vilgax beat her to the punch when he grabbed her by the waist and slammed her into a tree. His grip was too strong to break free from and Gwen kept throwing energy shots at him until he squeezed a bit causing distracting pain so that she would stop attacking.

"Aaaghh! Let go, you walking puke stain!" Gwen said gritting her teeth as she struggled to break free.

"Gwen!" Chromastone got back up and ran towards them, but Vilgax held out his free claw hand warningly.

"Don't come any closer, Tennyson! Back away or I start squeezing and your cousin gets snapped in half. It's that easy." Vilgax said holding the still struggling Gwen against the trunk, she was still in mild pain to concentrate enough to use her powers.

He was dead serious, when wasn't he, actually. Ben knew that Vilgax won't care when it comes to taking hostages, such as proven when he was younger and ol squid face destroyed his house then held his own dad hostage. He did the same with Gwen and grandpa before as well, but if he or Kevin or Max and anyone else made a move then Vilgax would kill her on the spot.

"That coward!" Kevin said nursing his abdomen with a hand as he got up from the tree he was slammed into. "Pretty low for you, Vilgeek!"

"I like to think of it as using one's head in battle." He retorted keeping his claw firmly on Gwen.

Chromastone grit his teeth in frustratoin as his mind was trying to figure out a way out of this, he knew he was never one to be true to his word and probably kill Gwen anyway. Max and Julie lowered their weapons, Frightwig remained where she was and so did Kai, but the Navajo girl was thinking of something.

'Maybe someone can distract him…but how? Ben's usually the type to get cocky and annoy any villain into attacking him, but I don' think he's up to it right now. Gwen's in danger….she's…! No, have to think. Maybe I can help another way then…I have been known to be a mean girl when it comes to dishing out burns, I might be crazy for doing this, but here goes!' Kai thought sucking up her courage and walked next to Chromastone.

"So this is how 'the fearsome Vilgax' fights his enemies? Taking one hostage after getting his butt handed to him by a group of kids?" Kai began catching his attention, he looked over her way and glared hatefully. Ben told her that one thing Vilgax was full of was pride, he was already angry during this battle and getting him riled up enough to lose focus could work.

Kai continued. "It's pathetic, I mean you lost time and again to a ten year old Ben back then and even now nothing changed, you're still so laughably weak." Kai said smiling. If there was one good thing she was good at it was insults, she was a bit of a mean girl alright, but she only mouthed off to people that deserved it in school. This guy definitely deserves it. "What's the matter? Taking a wristwatch from a teenager too hard for you? I don't know how you even got the whole 'Conquerer of worlds' title anyway."

If Vilgax had nostrils he would be snorting like a bull, it wasn't like him to get riled up by one person, but this whole he had been slowly losing his patience and clarity of thought. "Be quiet!"

Chromastone mouthed a 'what are you doing?' kind of expression. Kai simply whispered 'Just trust me.'

Without her notice the circuitry on her bracelets started glow faintly once again. "How many worlds and other aliens have you beaten and conquered again? If you lost to the same enemy five years running then that's pretty sad-" Kai was cut off when out of the blue Vilgax let go of Gwen and rushed at the trash talking teenager girl.

"Silence!" He landed in a stomping wave in front of her and raised his left fist high, before Chromastone and Kevin could intercept him his attack came fast and hard, except…

Electrocution sounds were made when suddenly Vilgax found himself ensnared in black and light blue tendrils that resembled something very familiar. Upgrade or Ship's circuitry texture and the source of the electrocuting extensions was-

"Kai's Bracelets! They're doing something now!" Julie said in awe when she witnessed the Indian girl inadvertently attack Vilgax with cybernetic tendrils originating from her alien wristbands.

"Incredible!" Kai said in awe when she felt the feel of the bracelets becoming like a second pair of hands to her, she felt the control and decided to put more juice into them. "Here goes!" She concentrated hard and more surges of blue electricity surged through the ensnaring tentacles around Vilgax frying him some more while Kevin tended to Gwen who was grip-free and making sure she can breathe okay.

"Enough!" Vilgax was in an uproar and endured the voltage to stomp over to Kai, with little effort he broke free of the stranglehold of the surging tendrils and before Kai knew it she felt a great force collide into her knocking her against the wall of the Rustbucket.

"Ooah!" She felt like a brick wall just smashed into her, she fell to the ground but Vilgax came running towards her, the bracelets had retracted their extensions and then lit up in a light blue glow. Kai quickly raised her arms out in a means for the bracelets to do something else now, but-

"Not so fast!" Chromastone said tackling into Vilgax from the side to knock him off course instead of getting to her. Ben then delivered a one-two punch with his rocky fists to the alien's face, but that didn't stop from swinging his sword back at the purple stone alien.

The two duked it out with Vilgax having the advantage of size over Chromastone, but Ben was giving back as good as he got. Each punch delivered was one to hurt a lot, Kevin was picking Gwen up and taking her over the Max to see if she needed help, Max on the other hand opened a hidden compartment somewhere on the surface of the Rustbucket and retrieved something that resembled a grenade yet it was special somehow.

'What Frightwig is doing here in the first place I haven't the foggiest idea, but it looks like she's here to help, I'll need her and the assistance of other two girls if we're gonna pull this off.' Max thought before he called out Fright, Kai, and Julie over to him. While they made their way to him, Chromastone and Kevin were taking on Vilgax two-on-one and he was one tough customer.

Wherever Kevin smashed a rocky hammer shaped fist at him Vilgax would counter with an uppercut, but Chromastone came in with a heavy blast of his remaining absorbed energy. The blast hit him dead on and only made stumble back a few feet.

"Jeez this guy is tougher than he lets on." Chromastone said when his attack ended. Kevin landed beside him and stood up.

"Yeah, well he wasn't called 'one of the greatest threats in the galaxy' for nothing, ya know. We always had more backup to deal with him back in our time, but Gwen is recovering inside the Rustbucket and the girls…?" Kevin said looking in the direction of Max whispering to the Frightwig and the other two girls like they're making a plan.

"Kevin watch out!" Chromastone called out when a strong laser eye blast came from Vilgax to an unsuspecting Kevin.

"Uungh!" He was blasted a few feet back and landed on his back de-powered. He wouldn't be able to be back in the fight for another few minutes.

'Crap! Kevin's out and Vilgax is…here!' Ben thought as the said villain stood towering over him and before he could react Vilgax grabbed him by the horn and slammed overhead into the ground with heavy force.

Still reeling from the pain and feeling too stunned to move, Chromastone attempted to get up only to have Vilgax stomp his right foot down on his chest keeping him there.

"That's where you belong, Tennyson. Beneath my foot." Vilgax said raising his sword high ready to strike, but he was too focused on Ben to notice something behind him.

Five red tendrils shot out from behind Vilgax and wrapped themselves around his arms binding him from swinging his weapon.

"What is it now?" Vilgax turned his head to see Frightwig using her tentacle like hair to restrain him, but he knew full well she didn't have enough strength to hold for even a minute. "You have to be joking, you're too weak to hold more me any more than a second, girl!"

"Would you shut up already? You talk too much for someone that's supposed to be intimidating in appearance." Frightwig said struggling to maintain her hold.

"Ben change now! Hurry!" Kai called out appearing next and holding out her arms so that the bracelets unleashed a blast of electrical energy at an unsuspecting Vilgax. Frightwig let go in time so she wouldn't get caught in the blast, Ben took the chance and pressed his right hand down on the symbol once more. The green flash dimmed revealing Swampfire, before the electric attack came make contact and get Ben caught in it, Swampfire used his plant like powers to quickly be absorbed into the soil.

Loud electrifying sounds were made when Vilgax received a healthy dose of extreme voltage, Swampfire reformed nearby Kai and saw that Grandpa held a strange looking grenade ready to throw, there was a chance Vilgax could move out the way so Swampfire took the initiative and commanded vines to sprout from the ground and bind the green alien's feet.

"I made a little something special for you, Vilgax." Max taunted as he winded up the special grenade and threw it with great aim and precision.

Vilgax was ripping apart the vines around his legs when he saw a strange glowing grenade fly at him, time felt like it was slowing down when it activated causing a strange golden yellow vortex around him.

''The Null void?" Vilgax recognized the feeling and the energy flow and knew he was being sucked into a mobile version of the Null Void prison. "NNnooo!" It was like watching Ghostbusters in Ben's opinion, when they would weaken a ghost enough then trap into one of those devices that sucks the ghost in rendering it defeated.

The Grenade shell clicked and automatically locked itself up after Vilgax was sucked into it entirely, it was a sight to behold and Ben with everyone else was amazed to see the least.

"Hardcore, gramps." Kevin said grinning. The feeling caught on and everyone felt the relief of Vilgax's defeat, Kai and Julie relaxed and Melissa got up while rubbing her sore muscles.

"Yeah! Goodbye, squid face!" Ben pumped his left fist in the air after changing back from Swampfire form. He looked to Grandpa with a questioning smile as the old man walked over to pick up the device to firmly keep it in place. "Gramps where did you get that?"

Max looked back at him smiled. "It's one of my own inventions, this is just the prototype however, I've been working on it for awhile now since the last time Vilgax came around to stir up trouble. Now your turn, what time period are you from, 'Ben'?" He asked mildly surprising Ben and the others.

Ben shrugged and grinned. 'Heh, that's grandpa Max for you, always one step ahead of everybody.'

"Well…it goes like this…" Ben started.

Several minutes later Ben finished explaining the trip through time to this Grandpa Max and went into details about the Time gate so Max can better prepare for when they come across it in the future.

While he was explaining, Kevin was observing Kai's alien bracelets, Julie and Melissa sat nearby to listen to the story he was telling, Gwen was outside with them drinking a can of diet soda while Max hung on every word this 'future Ben' was telling him. He would make sure not to make any drastic changes with anything that can affect the timeline, but he was sure to remember how ancient alien time gates function now though.

"So how do you plan to get back anyway?" Max asked taking a bite of his fish sandwhich, a fish he just barely caught and cooked up minutes ago by the way.

"Well that's where it gets a little complicated, I think I've got it figured out, but we'll still need to leave this place before the young versions of me and Gwen come back. My first return theory is to go the base where we found the first time gate years from now, the second is…Gwen?" Ben looked to his redheaded cousin to finish that answer.

She nodded. "The second is to get the spell book from Charmcaster and use the time travel spell from that, I've gotten much better with my powers since then, I should be able to pull it off." She said reassuringly.

"And if those plans don't workout then there's always the slim chance that Paradox will show up and help us out." Kevin added.

Melissa sat across from them on the picnic bench helping herself to a chocolate smore Max cooked up for the gang.

Max held out the Nullvoid container he trapped Vilgax in. "Do you need to take this back with you?"

Ben nodded. "Yeah, even if we dumped him in the Null Void dimension there's a chance he could escape again, besides having two Vilgaxes in the same time period is a very very bad idea. Especially since one knows a few things about the future."

Max agreed and handed it to Gwen to hold. "I think we need to get going then, the other versions of me and you could show up any minute and we don't want to make things more complicated." Gwen said.

"Yeah, well then, grandpa Max. We-" Ben stopped in mid sentence when a familiar symbol of light came into view. It was the same mystic time portal Gwendolyn used to take young Ben and Gwen to the future in the first place.

"Oh man are they here already? Crap!" Ben said out loud when the blinding light became a circle and out of it flew out a very familiar womanly version of Gwen, only different.

"Gwendolyn?" Gwen asked in awe and noticed the portal closing behind her. 'That's weird, weren't our ten year old selves supposed to come next?'

"Wait she's different from back then." Ben muttered as the floating spell caster descended and landed lightly on the ground. Ben got a better look and noticed that she was indeed the same Gwendolyn they knew, except older. Her body seemed just the same as before except that she no longer wore a cloak, her hair was elegantly long and tied into a ponytail down her back. She had more of a slightly aged look to her and still looked beautiful, she also had a several lighter colored streaks streaming down her hair as well.

"Hey there, you two. How's it hanging?" Gwendolyn said to the very stunned group of heroes, even Grandpa max was surprised but not speechless.

"Umm, which time are you from, Gwen? I gotta say, you age gracefully." Max commented.

The woman smiled her appreciation at the comment. "I'm still the same old Gwendolyn that took you two to my time when you were kids, I'm just in my early forties now."

'But you still look very hot, this makes me look more forward to the future now.' Ben thought before she walked up to them gave them each a hug. The girls wad shocked too and waited to hear what she had to say, they were still on a time limit after all.

"In case you're wondering about the other me with the other Ben and Gwen, don't worry, we have time before they come back to this time. The reason I came back was to warn you, Ben, about the ramifications of your decision regarding ideas with changing a few things in this time."

Now Kevin and the other girls looked at Ben in shock.

"What do you mean? Does something happen in the future?" Ben asked shakily. He honestly didn't think of what kind of results would happen if he tampered with time a little, usually Paradox jumps in to let him know if anything wasn't supposed to happen or to correct him on whatever big choices he makes. Since the wacky time traveler didn't show up when Ben made his decision about the villain girls, he assumed nothing terrible would happen, but here is Gwendolyn20K telling him he screwed up.

"Your idea about helping Frightwig and Charmcaster as well as taking an advantage over the Forever King's number in forces during the showdown will cost you, I'm here to warn you and rectify that. By the way try not to worry about Time paradoxes too much, it hurts your head." She said calmly.

Kevin looked dumbfounded and walked up to Ben angrily. "You were gonna change things in this time? Why would you do that?"

"Kevin!" Gwen stepped in between them trying to calm him down.

"I wasn't going to change anything drastic, Kevin. I'm not an idiot, I was only trying to help Frightwig and the Charmcaster of this time so they wouldn't be miserable, but in turn it would also help all of us fight off the Forever King and his Negative Ten. By 'us' I mean the young versions of us, by the way." Ben accepted that answer in stride but he didn't calm himself. "That's still risky!"

Gwendolyn stood nearby and sighed to herself, the one thing that Ben's idea would cost would be their teammate: Kevin. 'I better tell them now, maybe his future will change for the better, it all comes down to choice.' She thought before walking up to them. Despite walking up closer to them, she couldn't help but notice the boys staring a little more at her busty chest rather than her face.

"Hey!" Gwen said noticing their peep tactic, Gwendolyn twitched an eyebrow in annoyance and snapped her fingers so that magically both boys would feel an invisible slap on the back of their heads.

"Ow! Okay okay sorry. I won't stare at you again." Ben said nursing the back of his head.

"Ditto, ow, magic is so unfair." Kevin said doing the same.

"Could you teach me how to do that?" Gwen asked looking the side at her future self. Gwendolyn replied with a 'gladly'.

"Now listen, you two," Gwendolyn 20K started while the other girls and Grandpa walked to them and stand by and listen. "I'm sure you're all aware of the 'Charm effect' right?" She asked drawing a questioning look from Kevin and Max.

"Charm effect?" Kevin wondered suspiciously.

"Ben you need to decide sometime in the future whether to get rid of it or keep it, it will keep cause dissent among one of your best friends. This is also linked to your idea of reducing the Forever King's forces." Gwendolyn said now looking at Gwen and Ben. "If you love truly love Gwen, as well as your other girls, then you don't need that magic charm."

Kevin now had an alarmed look on his face and glared solely at Ben.

Ben felt uncomfortable, he didn't want to reveal his relationship with Gwen to Kevin until later, but here was Gwendolyn doing a 'tell-all' and couldn't be helped now."I know, but this 'charm' has no limits, I can't even turn it off. I'm even afraid of going out in public in case it makes random girls I don't even know come after me." Ben replied.

Gwendolyn smiled. "You'll find a way later on, trust me."

"I gotta say, Ben. It sure does put everything in the mood though." Julie said winking at him and grabbing his butt causing him squirm a bit.

"I don't know what it is, but does it spice things up?" Melissa asked out of curiosity. Kai replied with a 'definitely'.

"So you've had some sex inducing mojo this whole time and made these girls fall in love with you!" Kevin yelled in outrage directly at looked to the side like he was guilty and then looked back at him. "Kevin, it's a lot more complicated than that. I didn't want this spell Charmcaster put on me in the first place, but it-"

"Enough! I've heard enough from you already. It's not enough that you apparently made Gwen fall in love with you with this thing, but you're even seducing more girls into this? You knew I liked, Gwen!" Kevin barked angrily.

This time Ben got mad as well. "So do I! I fell in love with her a long time ago, Kev! You can't pin this on me like I'm the bad guy here. Guess what, she loves me too, alright!"

"Dude you magically seduced your own cousin, what else does that make you look like?" Kevin now looked towards Julie and Kai. "Did you two know about this!"Julie nodded and so did Kai. "Honestly we didn't at first, and then well….things kicked up from there. I'm not mad at Ben and you need to remember that you two are best friends." Julie testified.

Max didn't know what to make of all this, in the future he would be told of all this by Ben and Gwen according to his own time, but right now he couldn't look away from all this. He wanted them to understand each other and hopefully resolve this though.

"Tch! We'll see about that. Right now I don't even want to look at you." Kevin said looking at Ben then at Gwen. He sighed sadly and stomped off into the forest.

'Is he gonna mope around in the woods? We kinda have a schedule to keep after all.' Melissa thought looking back at them. Truthfully she felt she knew that there was some strange feeling coming over when she made it with Ben in the forest earlier, but she didn't know it was actual magic. It didn't change anything though, she still felt a great fondness for him and wished it to remain that way when they go to his time.

"I think I should go after him." Gwen said about to walk in his direction until Gwendolyn placed a hand on her shoulder to stop her.

"No, let me go and talk to him. It's one of the reasons I came here for, besides he needs to know what future awaits him if he walks away from it all." Gwendolyn said in a caring voice, Gwen nodded in understanding.

"Wait, does something bad happen to him in the future?" Ben asked as she strode to the forest.

"I wasn't supposed to reveal your charm effect this early in your lives, it would've come at a far later date, but that in turn made Kevin angry enough to leave the team and go down the wrong path. He becomes a monster out of rage, I'm here to make sure he doesn't." She said disappearing into the woods where Kevin went.

"I hope she can convince him." Gwen said leaning her head on Ben's shoulder.

"Yeah, me too. This was going to come out sooner or later anyway and this would be his reaction, I'm grateful the future you is here to change that." Ben said locking the fingers of his right hand with her left. "Plus it's nice to see you'll have a big rack in the distant future."

Gwen squeezed his fingers very tightly to the point of pain. "Ow ow ow! I'm kidding! Ow!"

Where Kevin was at….

Trudging through branches and bushes was a very distraught and angry Kevin. His face held an expression of confusion and anger as he stood in the same spot for several minutes until he heard a noise behind him.

"You know, going off on your own in a forest is a good way to get lost." Gwendolyn said coming into view.

"Let me guess why you're here, I'm supposed to come to my senses and forgive Ben, right? You're not gonna give me a cheesy lecture, are you? I'm in no mood for that." Kevin said crossing his arms.

"Look, I know you loved her, but she loves him. It's been deep within her heart for years and never surfaced until recently." She started.

He glared. "Then was she just leading me on and making me look like an idiot for asking her out or liking her? If so then-"

Gwendolyn held up a hand to silence him. "I'm not like that and neither was she, or me in this case, whatever. She was in as much denial as Ben was, Kevin, but there are others out there for you. Some with the same powers as you, same taste in motor mechanics, even with similar attitudes." She said and Kevin looked no different.

"Tell me something, Kevin. Has rage and solitude ever been what's made you happy?" She asked looking sternly at him.

He cocked an eyebrow in confusion yet didn't answer.

"That's all you grasped onto in the past, now in your time, the present, you have something else to grasp onto: Your friends, your mother, your sworn oath to become a top class plumber like your father. Leaving your two closest friends would no longer guarantee that future, you would simply go back to the way you were, and later into something worse." She explained noticing different emotions running through the tough guy's face.

"What do I become in the future anyway? You're from it and you said worse. I need to know." Kevin asked.

"First answer me this: Don't you care about them, Kevin? Ben has been like a brother to you during all your adventures and you've been one to him too."

Kevin didn't answer straight away, "Yeah,…I care about them, Ben has been cool, if not an overconfident hotshot sometimes. Gwen…well…it's gonna take some time for me to get over it, but I always did kind of think they had some kind of connection I couldn't figure out. Until now anyway…" Kevin said looking at her then placing his hands behind his head sighing. "So what do you know about my future?" He asked again.

"If you continue with your angry resentment towards Ben and leave what you already have, you become a monster known as Kevin Eleven thousand." She said the last part grimly.

Kevin's face twisted in shock. He was interested ,but also fearful of the rest too.

"The big reveal about the girls and Ben's charm effect wouldn't have come out until much later, until then you were becoming a great hero fighting alongside other heroes like Ben and Gwen and the Plumbers, but when this charm secret came to light as well as their relationship, you fell apart on the inside. Eventually you quit the Plumbers Elite altogether and went down the path of ruin by committing crimes and stealing high end alien tech for your own means, eventually you were defeated and thrown into the Null Void where you absorbed the powers of your fellow prisoners. Monster after monster you siphoned the abilities of all the while your body began transforming irreversibly into a twisted amalgamation of alien monsters and lost your humanity entirely. Even your mind didn't recognize who you were anymore and so you became lost forever." Gwendolyn finished leaving a very shocked Kevin standing there with his mouth open.

"Whoa…." He said fearfully looking at his hands in new light of how horrific his powers could be and how wrongfully they can be used. "And it's all because I couldn't take it?"

She nodded then saw a new expression on his face, one of determination and hope.

"Then I'll be better than future me by not becoming him, yeah I was mad, but there is no putting me down. I'll be a Kevin 11K of heroes and be better than that other me. Gwen is with Ben now, I get that, but that doesn't mean it's over for me, no."

"Good, Kevin. Yo-" Gwendolyn was cut off when he continued.

"I'll find myself an even hotter and cooler girl than Gwen, maybe one that's a supermodel with powers or something like it." He spoke nearly ranting in his new resolve. Gwendolyn admired his passion to find a better future for himself, even though he's ranting at the moment.

He looked at her with a smile. "I'm done now."

"Ready to go back?" Gwendolyn asked smirking."Yeah, but don't expect to give any hugs or anything like that, I need to keep my masculinity after running into a forest for alone time after all." Kevin said smugly.

Gwendolyn chuckled a bit then hovered off ground. "Good, Kevin. You've already changed the future just by making that choice, and I have a good feeling that it's a very bright one for you. I'll just need to see it when I get back. C'mon." She slowly flew out the direction she came with Kevin following after her.

"Yeah, time to head back." Kevin said to himself as he walked out of the forest back to the site.

Where Gwen and Ben was at…

"Uh I gotta say, this looks tasty and everything, Grandpa, but are you sure it's not filled with bugs or anything?" Ben said poking his slice of lasagna that Max prepared for all of them.

"Come now, Ben. I know how to cook more than just bugs, you know. Italian food is one my specialties." Grandpa Max said carving a slice for himself.

Frightwig used one of her hair tendrils to poke it and see if it would poke back, then ate it. Julie, Kai, and Gwen were the ones who didn't eat their food with suspicion and ate gratefully.

"If it's one thing Ship can't manufacture it's food. No offense, boy." Julie said calling out to Ship. It barked back still in RV form.

Ben was about to reluctantly take a bite out of his lasagna slice until he looked to the side and noticed Kevin walking towards them with Gwendolyn hovering just behind him. Putting down the fork and getting up he waited for them to get closer, Gwen did the same.

"So…do you..you know..hate me, Kev?" Ben asked awkwardly rubbing the back of his head. Kevin crossed his arms and smirked.

"Hate is a bit of a strong world, Benjie, but don't get me wrong; it will take me awhile to get used to this without feeling a little mad about losing Gwen, but…you know…" Kevin said awkwardly.

"I know, both of us suck at apologizing like this." Ben said holding out his right looked at it then grinned and held out his hand too.

"We're good?" Ben asked.

"Yeah, we're good." Kevin said shaking his hand in friendly way. "But if you try to hug me or anything like that I will pummel you." He added.

Ben simply chuckled and Gwen walked up to them and gave Kevin a friendly hug as means of saying 'thanks for understanding.'

"Thank you for accepting me and Ben like this, Kev. " Gwen said gratefully as she let go and stood by taking Ben's hand in hers.

"Yeah, I'm not gonna say any more cheesey things right now, I feel emasculated enough as it is with the 'running into the forest' thing, besides I think I will find the one for me someday. Hopefully one that's as into cars as I am, maybe two ones for me." Kevin said earning a playful chuckle from Gwen and Ben. Grandpa Max was watching nearby and felt a little more at ease with the future with those three together.

"Okay then, let's hit the road, ladies." Ben called out to them as he and Gwen said their goodbyes to Grandpa Max and took the Vilgax contained NV grenade with them. Gwendolyn decided to come with them for the time being just to make sure nothing else chaotic happens in this time period as well and to make sure the teens get to their own time. She could provide a way to get to their time should the emergency arise, but Ben decided to go help Charmcaster first, to take her out of this time period or at least prevent the magic drain process that left her bitter and miserable in the future.

"Next stop; Charmcaster's mansion." Ben said as Gwen input the directions into Ship's navigational board.

Gwendolyn took a seat near the back along with Kai, Julie, and Frightwig. She spent a few minutes looking out the window at the scenery while the drive went on, Julie was playing with her ipod while Frightwig was watching some television on the wall.

Gwendolyn then looked in Ben's direction and grinned a sultry smile, she got up and approached him, he was standing up in the front with Kevin driving and Gwen looking out windshield ahead of them.

"Well since we're here back in time, we still have some time to kill and have fun, right?" Ben said looking hopeful.

"Yeah, but we need to be careful not to run into our other selves while we're here. Even though we can return because Gwendolyn is here it doesn't mean we should stay longer than necessary." Gwen advised earning a kiss on the cheek from Ben.

"Still doesn't mean we can't have fun." Ben said kissing down her neck causing her to giggle.

Kevin saw this and sighed. "Get a room you two, it's weird enough seeing you two do that, I don't want to think that both of you will suddenly get in the mood and knock boots right here on the dashboard."

"Hehe, sorry, Kevin. We'll just use the backroom of the RV right now then, c'mon, Gwen." Ben said gently pulling the laughing Gwen by the hand to take her to the back.

Kevin looked up at the Ship head the protruded from the overhead compartment. "They're gonna do this all throughout the trip, aren't they?"

"Ship ship!"

"I'll take that as a yes, just do me a favor and provide some music for me whenever they do, I want to hear all their lovemaking while I'm driving." Kevin asked and the Ship head nodded and retracted.

Ben was pulling Gwen with him until he softly ran into Gwendolyn who was standing before them with bedroom eyes.

"Aren't you going to invite me too, Ben?" She asked huskily when her eyes lit up slightly bright pink.

Ben's face looked surprised a bit. "Uhh, are you sure? Aren't you married to well…future me?"

"Isn't the same person, Ben? You'll tell me later that you had this awesome experience with hot older version of Gwen in my time, besides, since I'm here and always in love with you the charm effect is making feel a little frisky right now." She explained leaning down a bit to lick the side of his ear seductively.

'Wow..! I wonder how much experience she's garnered over the years…hmmm.' Ben thought smiling at the feel of Gwendolyn feeling sexy with him.

"Uh Gwen?" Ben looked to his side for assurance. She looked indifferent for a moment then smiled in a naughty way. "Technically it's just more of me to love, Ben. Plus she may know a few tricks she can pass on to me."

Gwendolyn moved back up and winked at both of them. "I know a lot of things I've learned over the years with Benjamin. Let's try them out, shall we?" Gwendolyn said walking her way to the back making sure her hips swerved in a sexy way with each step she took.

"Wow." Ben was in awe of her and hypnotically followed suit with Gwen behind him pushing him to go faster. The three of them strode past the girls sitting on the side couch and into the back room the RV had to offer.

Melissa, Julie, and Kai all exchanged looks and when they heard the door close. "No fair, I wanted to join in too." Kai said pouting cutely.

"Maybe it's special this time around, future Gwen and present Gwen double teaming Ben this time around, I think we should let them have this moment to themselves. We can always pay back double fold later." Julie said grinning deviously. Kai got the idea and nodded.

"Can we at least peek in on them? Maybe your RV dog can help us." Frightwig suggested to Julie.

"Hmmm, maybe so, Ship?" Julie called out and a protrusion of Ship's head came out the wall at her request. "Now that I think about it I think Ben wanted to record these. Ship could you be a dear and digitally record what goes on in that room?" Julie asked sweetly.

"Ship! Ship!" The Ship head retracted back into the wall and in it's place there was monitor screen showing Gwendolyn gently pushing Ben down onto the Bed with Gwen at her side.

"Isn't this a little perverted?" Kai asked looking to both of the girls.

"No, it's hot. Besides chances are we can hear them anyway. Let's just enjoy the show." Frightwig said eagerly watching the screen with them.

Inside the room…

Falling softly on the bed Ben laid without his jacket, Gwendolyn winked a sexy wink at him and turned to her younger past self to place two hands on teen Gwen's shoulders and lean in for a deep tongue probing kiss.

Ben instantly felt his pants harden at the sight, it was almost as if Gwen had a sexy older sister from the looks of Gwendolyn's youthful appearance. The older woman rubbed her shoulders slowly and rotated her tongue around Gwen's mouth eliciting a strong moan from the teen.

Technically it wasn't incest, it was rather masturbation considering they're literally the same person with the exception of being years apart, but it was still freakin hot.

The older woman cupped Gwen's face and dove her tongue deeper into Gwen's mouth while Gwen herself placed her hands on her firm busty breasts to rub in circles.

Gwendolyn then opened her eyes slowly and looked towards Ben and his tented pants. She let go of Gwen's mouth with a thin trail of saliva dangling from it. "He's ready now, let me show you something I've learned that will turn him into butter." Gwendolyn said before crawling on the bed on her way to Ben, she stopped just before the top of his jeans and placed her womanly hands at the zipper to pull it open and reveal his erect member standing ready.

Gwendolyn placed her smooth fingers along the shaft to gently massage it causing Ben to breathe hard, she then took her left hand and grabbed his testicles with it so she can softly rub them all around with her other hands stroking his shaft.

She brought her lips to the tip and licked around it in circles while continuing her work with her hands, Ben was lightly clenching the sheets both in pleasure and eagerness, then she really surprised him when she suddenly took his entire length into her mouth.

"Oh Gwen!" He called out reeling his back as he felt the sudden suction of a very hot older woman's warm mouth swallowing his length to the hilt.

Teen Gwen looked on in awe, 'I don't think I could do that deep without practice, but she makes it look easy. How often does she and Ben10K do it in the future?' Gwen thought getting aroused.

Gwendolyn then firmly grabbed down on the sides of Ben's hips and raised her head up to the point where her mouth was barely at the tip and instantly went all the way down again.

'Oh wow…she wasn't kidding..!' Ben thought when Gwendolyn raised her head again and dropped it all the way down again, she swallowed his length in it's entirety with each bounce down repeatedly at a slow pace until she picked up speed.

"Holy cow!"

Gwendolyn's head was bobbing and slamming unbelievably fast making it look like reverse face humping. Ben's hands were clenching the sheets tighter and tighter while she was slamming her mouth down on him faster each time.

"I-I'm close! Gwendolyn!" Ben called out when she made her last drop and used her tongue to swirl around his flesh wildly, within seconds his hips undulated rapidly as he reached orgasm deep inside Gwendolyn's throat. Gobs of gooey semen gushed out of his meat and into the depths of Gwendolyn's mouth, she didn't remove her head or choke, she simply swallowed all of it gulp after gulp until some leaked out of the corners of her mouth.

"Ooohh yeah." Ben finished with one last jerk sending another spurt of cum onto her tongue. Finally Gwendolyn removed her head and made a satisfied taste sound with her mouth, Ben just emptied himself within her throat and she took it all so easily.

"That's some skill." Gwen said in admiration and Gwendolyn looked back at her to say "It takes practice, you'll see soon enough." The mature woman looked back to Ben who was now sweaty with lust in her eyes.

"We're not done yet, sweetie." Gwendolyn said raising her left hand while chanting a new spell Gwen never head before. Suddenly Gwen's clothes were teleported off her being and laid on the floor along with Gwendolyn's, both redheads were entirely nude causing Ben to get a hard on from looking at the older woman's body. Her bust was at least D-cup easily and her body showed signs of complete physical prowess, she wasn't overly muscular or anything, but it was athletic, curvy, and well defined in nearly every way.

Teen Gwen was fully in the nude as well and crawled onto the bed in the same way Gwendolyn did, both women looking at him like hungry lionesses ready to pounce, Gwen went first and attacked his mouth with hers and Gwendolyn pulled down the rest of his pants down.

Gwen's ravenous tongue swirled around the inside of his mouth the same way her older self did hers, Gwen was a quick learner and picked up on it to use on Ben, his equally fervent return tonguing was the sign of his thanks.

Feeling his boxers slide off next, Ben opened an eye and looked over to Gwendolyn raising herself up over his gradually hardening cock, but first she began chanting another spell.

"Invorgius staminus." Gwendolyn chanted and Ben felt a strange new sensation course throughout his entire body, it wasn't the charm effect of any kind, he just like he could run a hundred miles without exhaustion. His body felt like he had a much higher level of energy in it.

Letting go of Gwen's delicious mouth, Ben looked over to Gwendolyn. "What did you cast on me? I feel incredible!"

"It's a heightened stamina spell, it means you won't be able to get tired anytime soon, which is good in your case because I am going to ride you like a mustang." Gwendolyn said noticing his already rock hard dick standing for attention, she smiled and positioned herself over it.

"Uuaah!" She moaned at the feeling of Ben's teenage manhood sliding into her with ease, yet somehow she still felt tight.

Gwen didn't want to feel left out of the action and decided to place her fresh glistening womanhood over Ben's mouth, Ben immediately went to town on it with his tongue diving up and swirling around.

Gwen bucked her knees feeling weak to his ravaging tongue inside her, but before anything else, Gwendolyn began.

She heavily swayed her hips forward and backwards with great suction force, if Ben could say something it would be a loud strangled moan, then she placed her hands on his torso and continued swaying back and forth over and again. Gwen was feeling lightheaded due to Ben giving her a good 'eating out', and Ben himself was feeling like he was burst any second with Gwendolyn swaying her hips forward and backwards on him. She picked up speed and swayed her hips harder and harder. The feel of a warm slightly mature snatch swishing in one direction with his member inside was making him more sensitive to it all, she continued rocking her hips at a fast pace and leaned in to capture her younger self's mouth with her own.

Two tongues of Gwens were interlocking and slurping over each other with one female occasion sucking in the tongue of other with gusto.

Ben licked the surface of Gwen's lips and alternating with diving his tongue in to rotate it in swirls causing her thighs to tighten around his head. Gwendolyn was making him closer with each rocking sway of her hips and then she rotated her hips in a very slow flesh constricting way which caused Ben to yell his climax underneath Gwen.

They couldn't hear him but it sounded like he was yelling their name and shouting 'I love you' over and over again while his hips spasmed repeatedly.

Gwendolyn ceased her rotation and came to her climax as well causing her pussy muscles to squeeze on Ben's already cumming member, her mature womb began filling up large amounts youthful spunk and Ben's cock didn't stop spurting cum for another fifteen seconds.

Needless to say teen Gwen also came to her climax as well and squirted her juices onto his mouth, Both girls slumped off and laid beside him in satisfied bliss, however he wasn't done yet.

"You didn't give me a stamina spell just for that one 'session', did you?" Ben said smirking as he got on top of Gwendolyn missionary style.

"Glad you caught on, but it's the other me's turn now. You can suck these while you're doing her." Gwendolyn said grabbing her busty breasts which made Ben hungry. He looked over to teen Gwen who was laying spread eagled waiting for him with her legs wide open for invitation.

"Learn enough, cutie?" Ben asked confidently.

"I'm not done learning yet, Ben. Let's practice some more." She beckoned with her right finger and he wasted no time in getting on top of her and sliding his still hard manhood into her wet teenage snatch.

Gwendolyn sat over teen Gwen's face and placed her cum filled pussy over her mouth.

"Let's begin learning then." she said as Ben began thrusting into teen Gwen while she dipped her tongue into Gwendolyn's cunt and lick out gobs of cum to swallow.

Grunting hard and thrusting fast Ben pounded away at the redhead's pussy with her legs wrapped around his back, the sticky wet feeling he was getting from repeatedly penetrating her was getting close, but the sight of teen Gwen lapping away at Gwendolyn's pussy with sperm covered lips was getting him even closer than that. He took the liberty of taking Gwendolyn's left tit into hers mouth to suck and savor the nipple while rubbing and squeezing the other breast. So the three continued in unison with each getting closer and closer to triple climax.

After eight more minutes of this Ben felt himself let loose another helping of semen into his cousin's fleshy passage, his hips jerked back and forth spastically while cumming inside teen Gwen once again. The ladies again reached their orgasms a second time with Gwendolyn squirting cum juices onto teen Gwen's face.

Ben retracted his member from Gwen's pussy and laid down next to them, Gwendolyn however raised her body up and looked at the two of them laying together. "We're not done yet, the stamina spell will last you awhile, let's make the most of it."Ben smiled at her. "Yeah lets."

And so the three went for several more rounds of incestuous love making where Ben came inside teen Gwen at least eight times and into mature Gwendolyn nine times. After that the stamina spell wore out leaving three very exhausted individuals on the bed laying together in love and happiness.

Later on….

Somewhere in a very dark and mystique two story mansion was a silver haired witch looking into the bathroom mirror in silent rage, she was wrapped in a towel inside her bathroom about to take a hot and much needed shower. Lately she had been getting emails from an unknown correspondent that says he has a job for her, she can only assume it was another villain looking for hired help, but she barely cared despite that she agreed.

'Magic poisoning is getting worse, in a matter of weeks or months I'll be dead, unless uncle Hex performs the rite to drain out the excess amounts. I don't think he'll decide to do it unless I pledge undying loyalty or some crap like that. Sigh, where did it all go wrong?' Charmcaster thought to herself as she stared into the mirror looking at her own pink pupils in her eyes.

Letting the water run and the hot water steam build up, she removed her towel and stepped in, feeling the warm liquid splash her skin put her a little at ease, but she still felt scared about the ritual coming up.

She sensed something with her magic ability and tensed up, quickly pulling the curtain aside she saw a teenage boy wearing a green jacket and blue jeans leaning against her wall looking at her with a gentle smile.

"Hey Charmcaster, good to see you again, I miss the old look." Ben said in a friendly way.
: Timeless lust( Part Five)

By Auumaan

Pink colored pupils were wide with surprise, the eyes of this spell casting young woman were wide with speechless surprise and her face held a startled look to boot. Right here in her own personal washroom was a vaguely familiar teenage boy wearing a green jacket, a confident look, and an annoyingly friendly face that was about to feel pain.

"What the hell are you doing in my bathroom?" Charmcaster yelled with a peeved look and red tint on her cheeks from the invasion of privacy. She immediately thought this guy was a peeping tom, but the solid question of how he managed to slip her home's magical barrier was also in mind. "Veetas aqua tej!" She chanted out quickly causing her left hand to glow pink as well as the shower nozzle and sink faucet.

'Uh oh.' Ben thought when the two bathroom accommodations magically expanded to the length of snakes and turned his way to unleash multiple blade shaped jets of water.

Ben the quickly rolled out to the side narrowly avoiding the attacks, the aqua jets hit the wall behind him causing it to ice up.

"Uh is it the wrong time to say I just want to talk?" Ben asked receiving a blast of ice cold water in his face causing him to stumble back into her bedroom.

The water stopped and Ben wiped his face with his arm then noticed he was surrounded by Charmcaster's ever so familiar 'Golem hounds', there were five of them positioned all around him ready to strike. They didn't attack unless ordered to, Ben looked to the doorway to see Charmcaster stepping out of the bathroom wearing nothing but a towel wrapped around her body. Ben almost felt a nosebleed and an erection from the sight of this sexier and more womanly version of Charmcaster walking out wearing a towel.

"I don't know who you are, but I know for certain you won't live past this night." She said glaring and raised her left arm up ready to snap her fingers and give the order for her 'dogs' to attack.

'Jeez villain girls are ruthless, maybe I can get through to her first.' Ben thought before speaking out. "I know about the ritual of de-powering your magic poisoning condition."

She froze, a bit too stunned to speak she lowered her arm and looked suspiciously at him. "Oh? And would you know about that?" She asked more roughly.

"Because I've seen what happens to you when it's done by your uncle, who by the way doesn't put a lot effort into it, and the end result is a physically and magically weaker." He explained boldly. The golem dogs kept growling yet stayed where they were.

CC now cocked an eyebrow at this all knowing intruder. 'How..? No one should know about that except for me and uncle Hex! Just who is this guy?' She thought stressed and noticed the watched just barely peaking out of his sleeve. It contained the Omnitrix symbol, a sign she was well familiar with, suddenly her eyes widened as the gears of her mind clicked into place.

"It can't be..!" She observed some more and recognized the resemblance, even the watch was nearly the same aside from the redesign it had. "You're that bratty kid with the Omnitrix!"

"Guilty?" Ben said nervously grinning, she looked deadpanned and wondered if she should sick her golem dogs on him and rip him to pieces, but her curiosity got the better of her instead.

"I gather you must a future version of that kid, but just how do you know about my condition? Better be honest or I'll sick them on you." She said gesturing to her pooches.

"Okay, fair enough." Ben said getting himself up to stand. "Simple: in the future you place this 'charm effect' on me after…ahem…seducing me..and then you had a at-"

"Wait a minute! I seduce you?" She looked a bit red in the face and seemed a bit flustered, she eyed him and admitted he wasn't bad on the eyes, but to go so far as to seduce a well known enemy was farfetched at best. "Pft, just tell me the rest. I'll decide if I want to believe you."

Ben scratched the back of his head and continued. "Like I was saying, you had a talk with Gwen and she told me that your uncle botched the ritual carelessly, it caused you to lose your original appearance and look small, skinnier, and younger than you really were. You were miserable, angrier, and unhappy. I've come here to change that, for you." Ben said sympathetically and heavily emphasizing the last part.

CC had a slightly perplexed look on her face and looked at him suspiciously, she looked like she didn't fully believe it, but she felt it was the truth.

She didn't know what to do with this boy, what was she to do if it were all true? That he's from the future where she and him apparently 'knocked boots' and that he's here to help her by warning her of her magic poisoning treatment.

"Explain to me why I shouldn't ju-" Charmcaster started speaking until Ben cut her off in the most unexpected and surprising way possible: with a deep sudden kiss to the lips. The boy unexpectedly approached her in mid sentence and locked lips with hers, Charmcaster was completely taken off guard completely, but some bizarre force compelled her to keep it going. Even the golem dogs had their already opened jaws dropped more at the sight.

'This..feeling…it's familiar…It's..I know what this is!' She thought with bliss overtaking her senses and body, the charm effect was being directed at her for a change and a pink glow in her eyes shone bright. She may have been the one to invent it, but even the silver haired sorceress wasn't immune to it's effects, and now she was feeling it tenfold.

Ben let go of the kiss slowly looking into her dazed pink eyes, the glow seemed to look stronger in them then Ben had ever seen, that could only mean thing: the effect is much much stronger in her now at the moment.

Charmcaster Grabbed him by the shirt and threw him gently to her bed, the look of predatory lust clearly seen in her eyes, with a sexy smirk she placed her hands at the top of her towel and slowly pulled it open.

'She's beautiful, I know I've seen her naked before, but this takes the cake! She's bigger and curvier and wet from her shower!' Ben thought in contained sexual excitement as Charmcaster revealed her bare self in all her moist skin glory. Her body was that of a youthful slightly older woman in all it's elegance, her breasts were bigger now than her future self, her silver trimmed pubes still remained and her voluptuous smooth legs were all it took for Ben to get hard in an instant.

"You're beautiful." He said causing her to smile sweetly.

"I have a feeling you said that before, don't ask me how I know, but I'm quite familiar with the magic you inflicted on me. Let's save that for later, I want to enjoy this." She said letting the lust magic overtake her nearly entirely. Since she was magically endowed to begin with, the charm effect affected her more than anyone else.

She snapped her fingers causing her golem hounds to deactivate and go to sleep while she seductively crawled onto the bed on her way to him. Her hair was wet like the rest of her body and without it bound in a ponytail she looked sexier with her hair out.

Reaching him and pulling the infatuated teen boy into another deep tongue delving kiss Charmcaster was on top of him in the nude, her right hand slipped under his shirt to feel his chest and then slid down to his pants to unbutton it.

With a click his pants came undone, she pulled the zipper down and impatiently slid her hand underneath his boxers to feel his manhood. The smooth cool feel of her elegant hands caressing his member sent shivers up his spine, she continued sucking along his lips and not once breaking their make out.

Ben honestly wanted to pull up his shirt and everything else just to feel her gorgeous nude body all over his, but he felt there wasn't much time for it, especially with her eagerness and the slim chance that Hex could barge in.

With a tug her hand pulled down his pants all the way to his thighs so his penis could spring out ready to dive. She gently broke the kiss and licked her lips hungrily at him then gave the same look to his manhood.

Wasting no time at all she moved herself so that her position was in reverse while straddling him, her lower body was above his erect member ready to land and with a gentle drop she lowered her body so that she was slowly being penetrated. She bit her lips and Ben realized that this her first time once more, he forgot all about taking her virginity in the future and now she was enduring the pain again.

'I hope it doesn't hurt her too much again.' He thought concerned while also feeling bliss from feeling her smooth womanhood gradually engulfed his cock slowly causing pain to her when her hymen was being penetrated, then with a final shove she slid herself entirely onto it.

"Aaah!" She stifled herself a bit, but yelped in pain regardless. Ben wanted to comfort her by kissing her, but the magic pleasure of the charm effect was diluting her pain and she began her intercourse with him.

Charmcaster began shifting her hips back and forth in reverse cowgirl position, Ben grit his teeth with the pleasure she was giving him, this was certainly different than when Charmcaster screwed him the first time. He grabbed onto her hips as she sped up her rocking, the feel of her moist fleshy passage taking his dick for a ride was intense on the level of pleasure.

She grunted and rocked her hips harder causing the bed to creak and shake, he got a good look at her supple buttocks swaying back and forth in his view and it made him closer to letting loose, but Ben had more endurance than before due to his continuous romps with the girls.

"Hah hah huh!" She breathed hard and her body was becoming sweaty, her rocking hips now started bouncing frantically on top of him, the feeling of being repeatedly penetrated was getting her closer as well.

The charm effect made both of them more sensitive to the pleasure, it was even making her more energetic, it was obvious with the girl bouncing up and down on his meat even more aggressively.

"Huh! I'm close! I'm almost there..!" She panted feeling Ben tighten his muscles and squeeze his grip on her hips.

"Caroline!" Ben moaned out her real name as they both came to a euphoric climax, his hips jerked rapidly with his meat still inside her as her vaginal muscles clenched tightly at the same time. Ben grit his teeth and felt numerous spurts of his sperm shoot out into her very being.

"Yes! Yes!" She felt her hips undulate wildly as her orgasm continued while feeling her womanly insides fill up with cum.

The vigor in her body died down a bit as her orgasm concluded and after she felt a couple more shots of Ben's semen shoot into her his orgasm finished too. She panted exhausted, but then she removed herself from him and crawled up next to him while laying some kisses along his neck.

"Wow." Ben panted and felt her right ankle brush up against his exposed flesh playfully.

"Yeah, that was great, but I'm not done yet." Charmcaster said smiling deviously as she crawled her way back to the foot of the bed. She gave him a sexy wink as she placed herself in a position where only her rear was sticking up in a ready position. Her head laid against her bed along with her breasts, but her ass wriggled in the air eagerly awaiting Ben.

"More, green boy. I'm up for one more round, are you?" She asked with a smile clear on her lips and a pink glow remaining in her eyes.

Ben looked amazed at her capacity, maybe the spell enhanced her sexual stamina, but he was a little too tired to continue since he had done it with Gwen and Gwendolyn right before coming her.

"I think I'm spent, besides I don't think we have much time. Your uncle could come in soon and-" Ben was interrupted when she chanted a few words and aimed her glowing left hand at him.

"Vigoriasa staminas." She uttered and he felt his fatigue and exhaustion fade away instantly.

'Wow, I'm not tired anymore, that's great and all but I hope she's not planning to do this all night long. Hex could-' He stopped in mid thought when the sight of her curvy hips and cum dripping pussy stood up in the air waiting for him. He felt his sexual urge rise once again.

Almost hypnotically Ben got up and brought himself to her rear, his penis was hard again probably because of the spell she cast and Ben placed his hands on her buttocks next. The pink glow visible in her eye and his as well, Ben held his cock and positioned it at the entrance of her wet snatch, with a gentle push he shoved his meat into her causing Charmcaster to moan on contact.

Feeling the squeeze of her wt fleshy passage surround his member Ben was feeling the bliss of screwing her the second time in a row, his hips started shifting back and forth making his penis rapidly dive into her over and over again.

"Oh god Ben! Unngh!" Her face was down on the bed with her hands clenching the sheets, the spell she put on him would only be good for another round, they were only human after all, but something unexpected happened during Ben's frenzied thrusts.

She felt a magic wave come over that emanated from Ben's charm effect, suddenly she was seeing images in her head of the future version of herself coming across Ben in the gym. The images changed one after another each showing this version of CC seducing him and placing the high level spell on him afterwards. After that she saw other images of other girls, one all too familiar redhead, an Asian girl she didn't know, another unknown girl wearing a red jacket, a blue alien girl, a native American girl with glasses, and several more. Suddenly it all made sense to her, the truth came from her magic aura connecting with his, or at least the spell anyway. She saw who was taken in by the effect and taken to loving the boy, she understood everything now.

After a few more minutes she undulated her hips to coincide with Ben's hips twitching wildly, her orgasm came once again causing her to moan loudly again while Ben blasted more streams of thick creamy sperm into the depths of her pussy.

He grit his teeth as he shot several more spurts of his essence into her and finally collapsed onto the bed. CC was about to collapse as well, but crawled up to him to lay next to him when she did. Both were panting, both of their bodies were sweaty even though only one was actually nude.

"So…huff huff…do you believe me now? By the way you're very wild when you want to be." He said grinning. She rubbed her fingers along his chest in circles before answering.

"I think we should get out of her before Uncle Hex notices something." She suggested urgently as she raised her head to meet his look.

"Wow already? I figured it would take longer to convince you." Ben said surprised.

"I saw your memories through that charm effect of yours, I don't know how it happened, but my magic interacted with the magic endowed on you during our second time. I saw the images of the other me as well as all the girls you're adding to your little dream boat of sex." She said looking deadpanned at the last part.

Ben blushed a bit when she put it like that.

"If you were told that the ritual was done wrong then I assume you have a way of doing it right." She said in a contemplative tone.

"Well, I haven't figured that part out yet, I kind of figured Gwen could help out with that, she's really good at all this magic stuff." Ben said. She glared a bit then sighed.

"I'd rather let the magic poisoning do me in then ask for help from that redheaded little thief, but…seeing as how there is no other way out of this then I'll go for it. Besides, I'm interested in what the other me started with you." Charmcaster said looking lusty with that last part of the sentence. "Very interested."

Ben gulped and leaned in for a kiss which she eagerly returned. She had agreed, that was one part of the plan complete, but now the problem was to do the ritual the correct way. Another thought on his mind was that what would happen when he takes her to the future, will the original CC that seduced simply fade away or cosmically joined with her past self? It worried him, part of him thought nothing would happen and that there might be two Charmcasters and another part thought that after the ritual that she should stay in the past away from her uncle.

"Well then, let's get out of her." Ben said firmly as they got up off the bed, Charmcaster quickly went to her closet to bring out her usual sorcery attire: The dark violet tights with a pink trench coat emblazoned with heart symbols. She tied her hair into a ponytail and grabbed her 'bag of tricks', Ben once again saw the beautiful sorceress of his childhood right there ready to go with him. He honestly loved Charmcaster as much as he loved all the girls, especially Gwen, but he hoped the same CC he knew in the future wouldn't vanish forever or anything like that.

"We should be able to escape through the barrier uncle Hex put up, I'm not sure how you got through in the first place, but it shouldn't be a problem escaping regardless." Charmcaster explained as she flicked her wrist to summon a duffel bag from her closet and magically levitate all her clothes and other things into it. She placed a lot of things into it and the bag didn't even seem to get big or stuffed.

"I might ask you to show me how you do that later." Ben said impressed by the display.

"Later, let's get out of here first. It looks like goodbye for this place and I say good riddance." She said holding her bag and looking back at her dwelling with contempt.

"That would be a fool's errand and I don't suffer fools lightly." A booming voice sounded into the room. Ben and Charmcaster immediately recognized it as Hex.

"Crap! He's up from his meditation already!" She said somewhat panicked.

In the middle of the room came a red flash of light and Hex appeared wielding his staff menacingly. He looked the same as he ever did but as Ben can recall he was age reversed during this summer at their last encounter. Magic worked out well for him apparently.

"You dare trespass onto my domain and attempt to steal my niece away? I don't recall who you might be, stranger, but those who attempt to defy me shall suffer for their foolishness." Hex said aiming his staff at the two.

"Show time, boys!" Charmcaster quickly reactivated her golem hounds and commanded them to attack Hex.

Each of them growled like actual dogs and leaped at the wizard all at once.

"Pathetic." His staff shone at the tip and he shot multiple blasts of yellow magic energy at the golems effectively destroying them.

Charmcaster then tossed a couple of magic grenades at him next, but Hex whirled his staff and created a shield of red energy around himself to shield from the blasts.

"Your magic isn't as powerful as mine, girl." Hex said smugly, then a green flash shone nearby and Hex turned to see that the boy disappeared leaving a short grey alien in his place.

"How about technology then, wise guy?" Echo-echo said in it's stereophonic voice as it multiplied into five separate duplicates of itself.

"What's this? Alien technology similar to the Omnitrix? It makes no difference to me, boy, whatever form you take I can handle!" Hex said pointing his staff to fire more blasts, but Echo-echo beat him to the punch by using their own special attack.

All five opened their silicon mouths and shouted in unison sending an intense shockwave of sound at an unsuspecting Hex.

"Oomph!" Hex slammed into the wall behind him with great force, but got up quickly enough to send multiple blasts of energy at the little aliens.

"Scatter!" one of them commanded making them all spread out away from the blasts and to confuse Hex with targeting.

Each Echo-echo bounces around the place to where Hex couldn't get a clear shot at any of them, but he forgot that Charmcaster was still in the game.

"Multitismo des lumines!" She chanted aiming her right hand to fire a small barrage of violet energy bullets at Hex.

He raised a shield up in time to reflect the attack harmlessly to the side, but what he didn't know was that a little grey alien just now landed on his back like it was piggyback ride.

"Want to hear a secret?" The little echo-echo said right before hollering a loud sound wave right into his face.

"Aaaaggghh! Get off me!" Hex struggled to get him off his back until he saw three other Echo-echos and Charmcaster in front of him ready to attack.

"Oh no."

"Amplificados!" Charmcaster chanted causing the Echo-echos to glow when they all at once unleashed another shocking sound wave. The Echo-echo that was on Hex's back jumped off in time before the attack and boy did that sound wave hit home.

Crashing sounds could be heard from far away as Hex was blown through the wall by the enhanced shockwave of three little aliens plus his niece.

One of the Echo-echos went over to see if Hex was out could or not, he nodded and went back to the others to change back into Ben again.

Ben whistled. "He'll be out for awhile, those sound waves can be intense when the need arises." Ben said looking at an unconscious Hex lying on the floor of the room on the other side of the wall.

"We make a good team." Ben said smiling warmly at her. She didn't smile back, just smirked and took his hand to lead him out the window.

"We do, in more than just one thing too." She said patting his butt on the way out. "Nice butt by the way."

Ben blushed, in spite of everything else he could still be embarrassed when a girl complimented his buttocks.

The two jumped out the window to safely land in a mana cushion, courtesy of Gwen, Charmcaster wasn't sure what the future held for her, but she knew full well that this was a change for the better.

"Good riddance." She said taking one last look at the mansion her uncle owned and walked off with a smile on her face as she walked hand in hand with Ben on their way to the Rustbucket2.

The next morning….

Getting up from the shared bed, Gwen and Kai arose from it to see that it was morning time, time to wake up and get ready for the new day in this time period.

She was partially clothed and so was Kai, both girls slept in slightly stripped wear alongside Ben and his newest addition to the 'team', Original Charmcaster, Gwen was actually pleased to have her on board. Her future self may have been the one start this new path for Ben and the girls, but after hearing story of ruin Gwen came to feel sympathy for her. So having this past version of her here could mean that Gwen will be able to help her undo the magic overflow poisoning she was induced with, that way she wouldn't end up physically and spiritually screwed over from her uncle's carelessness.

Laying on the bed with them was Julie, Charmcaster, Frightwig, Gwendolyn, and of course Ben in the middle of it all. She smiled sweetly and placed a kiss on his lips, he was passed out since having his double round with Charmcaster the night before, so Gwen carefully tiptoed out of bed into the outer area with Kai.

"Some night." Kai said stretching her arms in her tight white tank top. She adjusted her glasses and walked into the clearing to the mini-kitchen area to grab something from the fridge.

"Yeah, it's a shame Ben was tired, I think another group session with you, me, Julie, and Melissa would've been a fun idea. I don't want him to suffer any kind of trauma though." Gwen said taking a sip from her water bottle. Up ahead Kevin was sleeping on a comfy bed shaped extension of the ship nearby the sitting area. He was snoring loudly and thankfully Ship was awake enough to do the driving on the road.

"Yeah, we don't want to wear out that sex drive of his, or his wang for that matter." Kai said looking in a mirror to adjust her hair.

Out of the bedroom area came Julie, Frightwig, and Gwendolyn, all stretching and yawning their grogginess away. They pretty much all wore their regular clothes with the exceptions of some of them removed, but they all slept together in comfort around Ben who unfortunately was too tired to do anything with them last night.

"Hmm? It looks like we're out of food, we're going to have to make a stop at a gas station to get some." Julie said analyzing the barren food cabinet and fridge.

"I don't suppose you could magically materialize some food, could ya?" Frightwig asked Gwendolyn while taking a seat on the side couch.

Gwendolyn shook her head. "Unfortunately no, magic can't produce food for some reason, besides if I tried to it would only come out tasteless. Literally." She said magically rematerializing her clothes entirely.

"It would be good to get out of the RV every now and then anyway." Gwen said combing her hair.

Charmcaster now exited the bedroom with tired eyes and dressed only her bare white undergarments. They were lacy lingerie she likes to wear whenever she goes to sleep and she sure went to sleep satisfied last night after making it with Ben twice.

"Do we have any coffee? I could sure use some." She yawned asking. Each of the girls shook their heads no. She shrugged and took a seat down next to Frightwig.

"Is it me or is it getting cramped in here?" Kai commented looking around.

"It is, Ship is big in this form, but there are more of us now. I think he can shape shift to make himself a double story RV." Julie suggested looking around.

Gwen nodded. "Yeah, though we may have to stop by a lake somewhere so Ship can refill on water, we're running out and we may not be able to shower in a day or two."

"You won't be here that much longer, besides I remember Ben going four days without one before." Gwendolyn joked looking back at the still sleeping Ben.

"Hmmm, looks like he'll be out of it for awhile, I wonder what got him so drained." Frightwig wondered.

"Me. Twice and involving a stamina spell." Charmcaster said smiling to herself and looking pleased.

Gwen pouted. "That figures, me and future me just used a similar spell on him less than a day ago."

"So yeah, he may have to rest easy for awhile." Kai said putting on her shoes.

Julie looked out the window and noticed a diner and a gas station next to each other coming up.

"Ohh there's a diner up ahead. Ship?" Julie called out.

The machine organic head of Ship came out of the wall again. "Ship?"

"Could you take us down the diner, boy? We need to restock on food and supplies. Also we need to stretch our legs a bit." Julie said sweetly.

"Ship. Ship ship ship." It responded going back into it's wall.

"What'd he say?" Gwen asked putting on her clothes and shoes.

"He said he was getting tired too and felt the rest stop was the best idea." Julie explained getting up.

"All he said was three words and you understood all that?" Frightwig asked. Julie nodded as the RV made a slow turn and came to a stop.

Kevin stirred awake and looked around wondering why the movement ceased. "Well are we there yet? Wherever it is we're going." He said groggily getting up.

"We're at a diner/gas station for a rest stop. Care to get off the RV with us?" Gwen asked as the rest of the girls fully prepared themselves for walking outside.

Kevin nodded and yawned, he looked back at the sleeping Ben before moving. "What about Hugh Hefner over there? Is he going to stay in bed all day?""He's kinda worn out, thanks to somebody." Gwendolyn said gesturing to Charmcaster who stuck her tongue out.

"Well I'm up for some eggs and bacon, let's go. If I'm lucky maybe there's an autoshop around here, I've been looking for something along the lines of decoration for my ride back home." Kevin said opening the door to let him and the girls out. While they headed inside the diner to eat, except for Kevin who went to the mechanic's garage, the ladies ordered up some food and went to breakfast. Some people couldn't keep their eyes off them, either in perverted or curious cases.

Meanwhile a raven haired woman stepped out of the garage and noticed the black and green high tech RV and smiled deviously.

She had a slightly muscular build with a curvy and attractive body, wore a pair of cut off jean shorts and a tight black long sleeve underneath her tied white shirt. Her eyes were green and her medium length black hair reached her shoulders, she wore a tool belt used for taking apart vehicles which was her favorite past time. Her given name was Turbine and she looked at the Rustbucket2 like it was a prize.

"My my, would you look at that? That's an awfully nice RV right there and no one seems to be watching it, hmm. Better make this quick. Boss and Road rage are going to like this." She said to herself before quickly looking around to make sure no one was watching. She quickly walked up to the side of the Rustbucket2 and opened the door, after taking a quick peek inside she gathered there was no one occupying it, so she got in and shut the door.

She whistled impressed at what she saw. "Almost looks futuristic, shame to the owner for letting their guard down." She said in her usual country accent. Wasting no time she got into the driver's seat and pressed whatever she thought the key buttons were for turning on. With luck ship was sleep, even in this form all his functions were still operational and that was good news to the thieving car jacker.

"Gotcha." She said in delight as the engine came online with Ship himself still sleeping and drove out of the gas station area onto the road.

From inside the diner Kevin looked out the window twice frantically when noticing the RV moving on it's own.

"Hey!" He scrambled out of the diner to see it taking off and wondered what the heck was going on.

"What the hell?" Frightwig asked frustrated as she and the other girls ran out to see.

"Did Ben just drive off or did Ship just go crazy?" Kai asked looking stunned.

"More likely we've just been car jacked. I thought I saw some shady looking people at the garage." Kevin said stressed and angry.

"Do they know Ben is inside?" Gwen wondered.

"Probably not otherwise they would've tossed his sleeping but out onto the pavement." Kevin added.

"Well what's the plan?" Charmcaster asked with her arms crossed.

"We wait." Gwendolyn responded looking nonchalant."

Everyone looked at her like she was joking or crazy. "We what?"

"We wait." She said again and continued. "If they don't know Ben is in there then we simply wait for him to wake up, go alien and beat up the thief, and wait for it to turn around for here."

"Uhh, what if he doesn't wake up? The guy sleeps like a log." Frightwig asked.

"Have faith. I know these things." Gwendolyn said going back inside to finish her coffee.

"Ookay, well seeing as how we don't have a way to catch up to it anyway…" Kai said until she saw Kevin making a dash around the corner to where a motor cycle was at. He got on and used his powers on it to make it start up.

"No one steals from me, buddy! I'm going to kick their butt before Ben does. I don't like people stealing from me." Kevin said taking off on the stolen motor cycle he was planning on giving back.

The owner ran out of the garage screaming her head off. "Give that back, you freaking jerk!"

The girls was a little speechless at the scene, apparently Kevin isn't the type to wait around and Gwendolyn seemed confident things would work out. Sighing to herself Gwen felt she had to listen to her future self and let Ben and/or Kevin handle things from here.

"Well I guess let's go inside and wait it out then. Maybe we should just trust future Gwen then." Gwen said shrugging and continued to wait outside with the girls before going back in.

With the Rustbucket2...

"Ooohh. Hmmm?" Ben slowly awoke to find that the bed was empty and slowly got up to stretch his body.

"Boy does that stamina spell really do a number on you, I'm not sure I want the girls to do that on me again next time around." He said to himself as he got up and left the make shift bedroom.

"Everyone?" He asked noticing no one was here while the RV was moving. "What's going on? Ship?" He called out and received electronic snoring sounds from the wall's speakers. "Where is- wait are we being car jacked?" Ben was now fully awake and scrambled to the windows to see the scenery passing by and looked up ahead at the driver's seat to see someone he didn't recognize. 'Yep, we're being carjacked. The girls and Kevin must've got off somewhere and apparently someone like this RV enough to steal it. Okay, it's butt kicking time." He muttered as he stepped his way up to the driver's seat.

"Huh? What the hell? There was someone in here?" Turbine said noticing Ben's appearance in outrage.

"Yeah and this RV isn't yours. Pull to a stop right now before someone gets hurt!"

"Fat chance, kiddo! If you try to stop me while I'm behind the wheel then I'll crash to the side making sure you don't get to try." She said arrogantly while Ben smirked.

"Think so, huh? Ship!" Be called out.

"Ship..? Ship…" The interior responded leaving the woman confused.

"Shut down the RV entirely and lock this lady out." Ben commanded receiving another groggy response in electrical voice.

Suddenly the brakes were put to motion causing the RV to stop almost instantly causing the two to stumble quite a bit.

"Whoah!" Ben tried to regain his footing but stumbled forward about to crash into the said woman.

"Ooompf!" Both stumbled into each other in the most unexpected way possible.

'What….did I just do?' Ben thought in sheer shock as the stop caused him to land on top of her with his lips on hers and his hands on her breasts.

It was awkward silence for a moment until Turbine blushed furiously and glared angrily as she shoved him off.

"You little pervert!" She was furious and embarrasses as she reached for her overly large wrench to use as a melee weapon. "I don't care if I don't get this RV, what I want is to bash your perverted brains in now!"

Ben wasn't scared, he was surprised, but not scared when he was about to counter act using the martial arts moves Gwen told him to practice. He didn't need an alien for one person, but she didn't attack however.

'Huh? No wait! Don't tell me..!' Ben thought jumping to conclusions when he saw the woman put down the wrench and slowly unbutton her white shirt. The pink glow was in her eyes as well signifying the charm affect took a hold of her pheromones.

'Oh come on! I thought it was supposed to only be with girls I know. Why this wo-" Ben was interrupted from his thoughts when the mature woman grabbed him by his head and shoved her tongue into his mouth. "Hmmm!"

Ben felt the invading tongue of this much older woman who appeared to be in her late twenties at the most and receded into the spell since it was affecting him now too for some reason.

She was forceful and aggressive, especially when she grabbed his hands to place them on her buttocks while she took his head with her own hands to deepen the tongue swirling kiss.

'This-this isn't so bad. Not my first time with an older woman either.' Ben thought as his mind was once again overtaken by nirvana. He felt the warm strong tongue slither all over his own tongue while the woman rubbed his crotch through his jeans, Ben himself absentmindedly unbuttoned her jean shorts to let them fell to her ankles. She was only wearing red panties and soon those came off next.

She let go of the kiss and laid down sprawled on the bed couch from earlier, Ben got a good view of her exposed moist vagina in all it's glory, he felt really hard now. Aside from Gwendolyn he never see another older woman's snatch before, Turbine then grabbed her own black tight long sleeve and peeled it up over her C-cup breasts. She wasn't wearing bra and left her shirt on just barely over her breasts.

"I don't know what you did to me, kiddo, but I sure like it. Keep your lousy RV and hurry up and give me some sugah." She said with beckoning finger.

Ben once again felt complied to follow through with the charm's lusty side effects and he unzipped his jeans to let them fall to the floor as well. He leaned down and got between her legs, she wrapped her arms around him to engage in a deep loving kiss while Ben prodded his member at her entrance.

With a shove he felt the inside of this raven haired beauty around his manhood.

"Oh yes!" She gasped wrapping her legs entirely around his back.

'When girls do that it makes it much more enjoyable yet makes me want to blow my load faster too.' Ben thought feeling the pleasure of being inside her while her soft legs kept him in.

'Wow, she's no virgin, but she's still a tight squeeze.' He thought placing his mouth on her left breasts and began sucking on it while rubbing the other. She moaned her appreciation while Ben's hips went into motion and started rising and falling in succession.

His dick came sliding out to the tip and came slamming back down again, his thrusts were getting faster and stronger while he was tasting the older woman's breasts and sucking the nipple for all it's worth.

"Damn, boy! Keep going!" She said outloud while Ben kept pounding into her rapidly. "Faster!"

He complied with his eyes glowing a pink glow, his hips slid into her wet vulva faster and faster, again and again his sensitive flesh was engulfed in the wet flesh cavern of his lady and both were enjoying it greatly.

After a few moments she clenched him tightly with her hands on his back and legs tightened their hold on him after she came to a screaming orgasm.

"Oohhh I'm cumming!" She hollered out while Ben felt the constriction of her legs and her pussy at the same time, it was too much for him so he came as well. His hips jerked and his cock twitched shooting out multiple shots of sperm cream into her this older woman's womb.

"Oh..! I'm cuming!" Ben shouted feeling his cock jerk more sending more shots of cum into her suctioning womanhood.

After emptying his sack, he collapsed onto her with his meat still inside.

Both were breathing hard and Turbine had a satisfied smile on her face. "That was exquisite, boy, let me repay you a small favor, but I need to know if you still aim to turn me in."

Ben thought about it for a moment, he wouldn't feel right turning this woman into the police right after doing this with her, and he had been showing a softer side to villainesses lately. Why not.

"No, I'm gonna do that, but I hope you don't try this again on anyone else."

"I dunno, I need to make my money somehow, but I wouldn't try another hijacking another vehicle for awhile unless you're accidentally on it again." She said flirting and giving him a wink. "Here, let me do something for ya."

They got into a position where Ben was leaning against the wall and Turbine was on her knees still unclothed, her ungloved hands grabbed Ben's cock and started jacking him off until he gets hard again. Her fingers were sliding up and down along his shaft repeatedly and little by little Ben was getting hard again. His penis was getting harder with each stroke and when it was stiff enough Turbine placed her hands on either side of his hips and engulfed his cock entirely.

"Oh wow!" Ben gasped feeling the wet passage of her throat, he was amazed how deep she can go and following his urges, he grabbed her head with both hands. He started thrusting his hips into her mouth like it was another pussy. Turbine didn't expect this but allowed it, Ben was face screwing her, his hips thrust faster each time into her throat and Turbine took it like a champ.

Wet loud slurping sounds were being made loud and clear as the teen boy continued shoving his meat down the throat of this mature raven haired woman, her green eyes were hypnotic, and her accent certainly made her out to sound aggressive.

Each time Ben could feel the moist flesh of her tongue and mouth sucking in all of it while he pounded away, after a few more minutes of this Ben felt himself coming to a close.

"I'-I'm cumming! Do you want me to pull out?" He breathed hard and he got his answer when she furiously held onto his hips and shoved her face onto his cock faster.

Ben moaned and his hips stopped thrusting, he felt another amount of man juice leave his dick and sprayed the back of Turbine's mouth.

She made loud gulping sounds when she swallowed it all, every last drop of it went down her throat, it was such a turn on.

Removing her face from his meat she opened her mouth to show small dribbling amounts of cum plastered all around the insides of her mouth, she took another loud gulp and swallowed the rest.

"Mmmm, taste sweeter than honey." She purred as both laid down together onto the bed couch when the door opened revealing a not so surprised Kevin.

He just got there and part of him kind of expected this if he felt the thief was a chick, but that scenario seemed unlikely until now.

"Jeez, again Ben? Well at least that's one way to deal with a carjacking criminal." Kevin said massaging his temples. "At least get dressed already." Kevin said closing the door leaving the boy and the woman smirking to each other.

"You ready for another round, sugah?" She asked feeling around him.

"Definitely." Ben said getting into position.

Kevin would have to wait a bit longer for them to clean up.

"Oh man. I can hear all that!" He said rubbing his head and trying to block out the noise from inside.
Chapter Twelve: Timeless Lust (Part Six)

By Auumaan

Pulling up her pants and buckling her belt Turbine, as she was called, finished redressing herself and turned back to look at a nearly physically Ben leaning against the wall of the RV. His big thuggish friend stood with his arms crossed waiting for the two of them while tapping his foot. Ben looked positively fatigued and that drew a cock eyed expression from both the woman and Kevin.

"You alright? You look like someone burned up all your sumo slammer cards." Kevin asked somewhat concerned.

"Yeah, gimme a minute. I don't mean to brag but having back to back sex with four different women really can kill a guy. I'm spent." Ben panted slightly.

"It might kill your wang instead. Anyway we need to drive back to the pit stop before the owner of the bike I stole gets even more pissed off." Kevin said taking another look at Turbine. "What about you? From what I've been told you're a car thief."

"Guess we have that in common, boy. Didn't you just swipe someone's bike to chase me?" She said smirking.

"She's got you there, plus aren't you a thief too, Kev?" Ben said catching his breath.

Kevin's eye twitched a bit. " EX-thief. And I took the bike as an emergency. Besides I'm trying to stay as far away as possible from ever becoming that monster future version of me."

"Well, no need to worry about me, cuties. I'm not sticking around to scrap up any more cars, I suppose. I don't know how or why but I just suddenly don't feel like it anymore. Maybe It's your lady mojo you shared with me, just what did you do anyway?" She asked looking inquisitively at Ben.

Ben looked like he was staring into space, truthfully he didn't have an answer at all. The charm suddenly went active on someone that had no feelings for him prior. Something was going on with the magic of the charm, but he would have to figure it out later when he got home.

"I uh….charmed you with my manliness?" Ben answered half jokingly and half serious, but Kevin burst out laughing hard.

"oh I can't breathe…can't breathe..hahahahahaha..manliness." He was now rolling on the ground laughing and Ben made a sour face.

Turbine merely looked from the laughing Kevin to Ben. "I reckon you don't know, do you?"

Ben shook his head muttering a sorry.

"Well no problem, kid. Mysteries or not, I just….don't feel like hijacking anything anymore. Maybe it's because I haven't been satisfied in bed for awhile either, but you certainly make most of the men I've been with seem like cats compared to a lion." She said smiling seductively at him.

"So you're not going to be a part of that road gang you hang out with anymore?" Ben asked hopefully.

She shook her head. "I got into it for the thrill but now it doesn't seem so big anymore, besides I can't stand the lack of hygiene those two morons have, especially the scrawny one. I was an engineering expert for a company I worked for back home, I suppose I'll head back to that." She finished walking over to Ben and pulling him into a loving deep kiss. They stood there for a few moments while Kevin picked himself off the floor and when they broke apart she gave a loving look to Ben.

"When you're older for me, kid. Come back to me, I'll be waiting." She said tenderly as she placed a piece of paper into his jacket pocket and picked something out of her own pocket, it was a car alarm remote with her keys attached, she pressed the button and distantly they can hear a car moving fast to their location.

Ben saw it and remembered clearly, it was red mustang with a standout engine and black hood, back when he was younger he remembered this woman as a road pirate trying to steal the first Rustbucket with it.

Kevin looked at her in slightly suspicion when she said she would quit her hijacking career, but he doubted the woman was that good of an actress to fake all that. Opening the door and getting in, she stood for a moment and blew Ben a kiss then got in. Hearing the roar of the engine the car drove into the distance and Ben opened up the note she left him and it read: "Tracy Carmine". Below it was her address with city and state along with her phone number.

"I wonder if she'll still be there five years from now." Ben wondered, even though he didn't like to overload the number of girls in his little 'group' he found himself wanting to see her again.

"I don't think she could've gone with us anyway." Kevin said to the side.

"What are you talking about?" Ben looked back at him.

"Well think about it, if we take her out of the past what happens if she see's her future self? Ever thought about it? She could've exploded if she met her double or something like that." He explained and a look of great realization dawned on Ben, but it wasn't a good one.

"Just like when Paradox replaced your car before…"

"Exactyly, but I was getting the ideas from television shows having to do with time travel." Kevin corrected.

"But don't you know what this means, Kev?" Ben slumped his shoulders.

"What?" Kevin didn't have an idea what Ben was so worked up about.

"Charmcaster and Frightwig- I mean Carol and Melissa can't come back with us to the present." Ben said in gloomy revelation.

The same look dawned on Kevin, neither of them thought about it since they were to caught up in everything happening around them. Kevin walked up and placed a hand on his shoulder.

"We'll figure it out, dude. We haven't created any paradox catastrophes yet, right?"

"Yeah…."

"Come on, we need to head back otherwise the girls are gonna get testy." Kevin said getting on the bike he took while Ben got into the RV to drive it manually. Ship was still asleep after all.

'What am I going to do?' Ben thought starting the Rustbucket2 and heading back into the direction of the pit stop where the girls were waiting with Kevin driving ahead.

Eventually…

"Hm? There they are." Julie mused looking out the window of the diner to see Ben get out of the RV and Kevin off the motorcycle.

"Finally, I thought I'd have to sit in this place with all the annoying stares for another hour." Frightwig moaned taking a sip of her soda.

"Looks like Kevin is having some trouble." Gwen added when noticing a furious older woman run up to him in a raging fit.

"Nothing he can't handle." Gwendolyn said nonchalantly. "I remember he had to deal with a few disgruntled relatives during Thanksgiving. Some of them had the same powers and fought over the last turkey leg."

All the girls including the waitress serving them looked at her in wonder. "That must be some family get together." The waitress said.

"Well it looks like she's knocking him for a loop from here." Kai said gesturing to the woman with short bobcut dark red hair that was wrestling with Kevin.

"Hmmm." All the girls gained interest and peered out the window to witness it all, except for Gwendolyn who was smirking.

"Oh great. It's her." Charmcaster sarcastically added when she recognized the angry redhead in the distance.

Outside…

In front of Kevin Levin was a furious biker girl with bouncy short red hair, a somewhat petite body with tones of athleticism in it, and a black leather jacket coupled with cut off black shorts. The only thing attractive was the ugly face she was making, overall she was slightly pale and her makeup was mainly dark colors. Believe it or not this lady was named Joanna (AKA Rojo).

"It's good thing you brought it back otherwise I would have had to beat the living crap out of you!" She said practically roaring. She was surprisingly not how Ben remembered her, Rojo was supposed to be more brutish and manly than any women he had ever seen, but here was someone with the exact same voice and name with a voluptuous body.

'Could..? Could this be a paradox?' Ben thought now panicked and certain that he had affected the time stream already.

Kevin however wasn't saying anything, in fact he couldn't take his eyes off her since he found himself now attracted to this enraged victim of his theft.

"You listening! Hey I'm talking to you!" She said putting her hands on her hips.

"Uh…yeah? I hear ya." He said trying to regain composure and according to him, manliness as well.

"You're lucky I don't have any tech with me right now otherwise I'd-"

"Yeah yeah aright already! I get your point, just put a sock in it!" Kevin said finally bouncing back. "I'm starting to think maybe I should've just left out there for you to get yourself. Jeez."

"If you didn't bring it back then I would've called the police to chase you down." She said looking peeved.

"Except you can't, can you, Rojo?" Ben added in causing the fiery biker to perk up at the mention of her villainess name. 'Its's not right, she shouldn't look like this, was this because I've changed things or did that alien armor do something to her body?' He thought catching the eyes of Rojo.

"Just how do you know that? I haven't gone by that name since that freaky alien metal wore off me and my gang left." She asked suspiciously turning her attention to Ben. 'Not to mention that stupid armor screwed up my body somehow.'

Ben got a good look at her, her entire bodily appearance was vastly different from before. She didn't have a trace of masculinity on her except for tough exterior and violent use of language, but aside from that she looked like calendar girl for a motorcycle's pinup calendar. Her face and appearance seemed like it reversed to her teenage years and made her figure more feminine and petite, she was actually very attractive now.

Ben glanced at Kevin and noticed he seemed a bit nervous keeping his eyes off her. 'Tough guy Kevin Elevin is actually hot for the biker girl? Sure she seems 'cuter' but -'

"Hey! I asked you a question! How do you know my name?" She asked more forcefully.

'Better make something up.' Ben thought as he felt he couldn't afford to take any more risks with time right now. "Simple, you're on a wanted poster as part of that biker gang of women. We could call the police, but seeing as how Kev here did something to get arrested too, how about we all forget about it and move on?" It wasn't Ben's style, but he was in a rush to get out of here quick.

She crossed her arms and remained in thought for a moment then sighed. "Fine, just give me back my keys and we'll call it even. Karma is indeed a bitch." She held out her hand ready to receive her keys which Kevin managed to snatch from her when she wasn't looking, but Kevin did something unexpected.

He held it in his left hand and kept it when he said something. "Go out with me first."

'Say what!' Ben thought in surprise and Rojo otherwise known as Joana had the same look on her face.

"W-What?""You heard me, we're both apparently criminals but you get your keys back if you agree to go out on a date with me." Kevin explained keeping the bike keys firmly in his hand.

'Is Kevin out of his mind? Sure she looks hot, but- oh never mind. I'd sound like a hypocrite if I said 'we don't have time' or 'she's a villain.' Go for it, Kev.' Ben thought when he saw Joanna's face filled with indecision and surprise.

"Tch fine then, big guy. We'll go on a stupid date." She said resigning and agreeing.

"Gee don't sound too excited." Kevin sarcastically replied earning a dirty look from her.

"So what time then? I'm not staying around here for long." She said impatiently, meanwhile the girls inside the pit stop diner looked on in interest except for Gwendolyn was eating a piece of pancake.

"Tonight, at six o clock. We'll head for a cliff area I saw on the way over here, sound good?" Kevin asked trying to as sound courteous to her as possible.

"Whatever, dream boy. Since there's a couple of hours before six I think I'll get to work on tuning up my bike, excuse me." She said pushing her way past them with a slightly flustered and angry expression on her face.

"Uh Kevin? What exactly happened?" Ben asked wondering just why Kevin acted spontaneously in asking this woman out.

"I got a date, that's what." Kevin said smugly while his finger twirled the keychain of her keys.

Ben simply looked exhausted and walked over to the diner where the girls were at. 'We need to hurry and get out of her, I think some changes are already taking effect.'

As he and Kevin reached the diner they sat down and ate breakfast with the rest of the group, Ben recounted the story of when the RV was taken and didn't leave out the part of him and the intruder. Gwen would just lie detect him anyway.

For some reason Charmcaster's look seemed less than pleased. "So are you inviting her into the group as well?"

"Uh no actually, I didn't think I should or I didn't know what to do, but she decided to drop the gang of hers and drive back to her home as a normal person. I believed her and even if she was lying Kevin would pick up on it." Ben said taking a sip of orange juice. Charmcaster looked relaxed now, it seemed like she didn't want any more into the group, Ben could understand since sometimes too much was too much.

"Why did you look so mad when he said that? In fact this is something to worry about isn't it? The charm effect is going out of control now." Julie kindly stated in her sweet voice.

"What can I say, I'm the jealous type." CC replied looking calm.

"Even though all of are here?" Frightwig chuckled.

"Well what about the charm? This is the first time it's gone on it's own and affected someone we only met once." Gwen said. "Oh and Kevin is on a date with the person he stole from?" She looked questioningly over at Levin.

"Hehe, yeah. It's in a couple of hours, planning to take her over to this cool sport near the mountains I saw." Kevin added.

"Good for you, I think. Who knows, she might know more about cars and tech than you." Ben said smirking.

"Hey hey now, no one knows about stuff like that more than yours truly, but aren't we getting off topic? What about Ben's charm effect going haywire?"

"Yeah, didn't you design it? There must be something you can fix before Ben goes and sleeps with an entire private school for girls without intending to." Kai asked CC.

"Beats the hell out of me, I only designed part of it before the ritual happened and I lost interest for a couple of years. The future me must've completed before she sexed you up that night." Charmcaster said in honesty.

'That can't be good.' Ben thought now thinking of the problem with paradoxes regarding CC and Frightwig. "Well we can at least start the magic rites ritual while Kevin goes on his date, great way to kill time and knock that problem out the way."

Charmcaster's head perked up at the mention. "Do any of you even know how? This is high level Zorastian magic that's only learned by masters. No offense, but I don't think any of you are qualified." CC said before Gwendolyn raised her hand up slowly.

"I am." Gwendolyn said smiling confidently.

All the girls along with Ben and Kevin looked at the mature version of Gwen in wonder and admiration.

Later on….

It was six o'clock and true to Kevin's word he handed the keys back over to Joanna(Rojo) when they met outside the gas station, she used them to start up her bike after it got back from the mechanic's garage.

"Hop on, big guy. You're holding on to me and won't be driving, got it?" She said earning a nod from Kevin. 'I can't believe I'm doing this, this is so stupid, but whatever. It's not like I got asked out a lot in high school since a lot of those idiots thought I was a lesbian. If there's one good thing that alien skin armor did for me it was mess up my body, but I admit I look pretty damn good.' Joanna smirked in thought as Kevin got on the seat and held on to it. They drove off to the destination he mentioned, the wind blowing in her medium short hair gave her a whole 'angel of the road' kind of look and Kevin was sure to notice.

"So how much do you know about alien tech?" He said during the drive to break the ice and start conversation.

"I know enough to tell you it's none of your business." She said back keeping her eyes on the road.

"What about cars? I bet you don't even know what 'V-beta' engine is." Kevin taunted.

"Are you kidding me? That's grade school knowledge in the school of motors, of course I know what that is. I bet you don't even know how to wire nitro fuel rods into the new camero model." She challenged.

"Are you kidding me? That's child's play, all you do is…" Kevin began exchanging rows of automobile knowledge between Joanna and himself. Since they had something in common they got off to an interesting start and both were starting to feel this 'date' was getting better as the night went on.

When they got to their destination they stood leaning against her parked bike looking at the sky from the cliff area, around the area there was a canyon stretched in to the distance.

"Not a bad looking sky." Joanna said taking out a stick of gum and placed one into her mouth. "Want one?"

"Nah, thanks." Kevin replied. The stars were up and nightfall was barely overcoming sunset, it was a sight to behold, but the silence was unnerving.

"So, what made you decide to ask me out? If you say it's for my body then I will drive off and leave you here." She said chewing her gum.

"Well I won't lie to you, you are pretty easy on the eyes, but I really just wanted to go out with you is all. It was kind of an impulse choice." Kevin said looking at her. She was nearly as tall as him if not half a foot shorter.

"You certainly how to charm a lady." She dryly said.

"You're a lady? Didn't notice." He joked earning an elbow strike to his abdomen. He chuckled at her reaction.

"Break out any jokes about me possibly being a lesbian and I will castrate you." She said retracting her elbow.

"It's gonna be a fun night." He sarcastically said as the two began recounting stories, Kevin was sure to avoid the fact that he was from the future and she didn't hold back any details about her experiences with aliens and young Ben beating her as a villain.

"Then that stupid armor that fused with my skin wore off, I got knocked out by this kid's bratty cousin, but that wasn't what I was mad about. Later I felt my body weight leaving me and my metabolism acting weird. Next thing I know I see this body in the mirror, I wasn't sure if it was lucky or a freakin curse, but nothing strange has happened to me yet. Until you that is." She finished with a slightly sour look on her face. "But I guess I'm not complaining, this isn't too bad." She looked at him with a small smile on her lips.

"Nah it isn't, right?" He said looking back at her. They stayed like that for awhile until one thing will lead to another on that night.

Where Ben and the girls were at…

"This is a good spot, away from the people at the diner and gas station. Nice spot to be secluded while we do this." Ben said to himself as the girls arrived in a isolated area a mile away from the diner. They arrived in Rustbucket2 of course and CC stepped out into the area setting a large mystic rug on the ground.

"Exotic. Does it do anything special?" Julie said appreciating the beauty of the rug.

"Actually it's just to keep us comfy while we do this, I'm not a fan of sitting in sandy places with the possibility of desert wildlife creeping around." CC stated taking a seat down Indian style.

"Good point." Julie and Kai sat as well. Frightwig sat on the opposite side of CC along with Ben while Gwen and Gwendolyn stood up around CC to perform the rite and rid her of magic poisoning.

"Ready, other me?" Gwendolyn said holding her arms out a certain way.

Gwen nodded and imitated her future self's formation, after a violet aura manifested from Gwen and a golden yellow one from Gwendolyn, a pink one emitted from Charmcaster.

"Whoah." Ben said in awe as he watched with the girls, although it was hard to concentrate with Frightwig rubbing her hands into his lap on his crotch. 'This…is distracting, but I don't mind.' Ben's perverted thoughts escaping him.

"Neestras voia iio Zerastio val nuives magica magica magica!" Gwendolyn chanted causing their auras to expand greatly and illuminate the area slightly. Charmcaster's body rose as if she grew wings and eyes opened wide with pink energy. Gwen was appearing to be strained but continued on anyway, Ben could see visible pink magical energy flow out of Charmcaster's body and dissipate into the air. It was basically purging her of excess energy, her irises remained pink but she could feel the excess amount leaving her body, Gwen was struggling to stand because this level of spell casting was almost too much for her.

"You can do it, Gwen!" Ben cheered out.

Gwen was sweating hard now, but she managed to stand up little by little and keep the enchantment going. She didn't want to fail Charmcaster the same way her uncle had.

"Veestras nostrumes magica!" Gwendolyn chanted as the remaining amount of extra magic extracted from Charmcaster dissipated into the air leaving the girl herself to collapse onto the floor exhausted.

Gwen sunk to her knees tired while Gwendolyn breathed heavily and looked to Ben with a grin. "Success thy name is Gwendolyn." She said slightly out of breath. Ben got up to help them up and let them rest inside the RV.

"I guess all three of them spent, that spell must've taken a lot out of them." Ben said after Gwendolyn, Gwen, and CC were helped inside to rest up.

He felt a pair of hands grasp his shoulders and he turned to see Melissa with a sultry smile, Julie along with Kai each grabbed hold of an arm. They also had suggestive expressions written on their faces.

"We're feeling frisky right now, we can't even explain where it came from." Kai said rubbing his chest in circles. "But come on, Ben. While they rest up we can have you all to ourselves." she purred.

"I agree. This rug set on the ground would be a great place." She sweetly said when he then felt another pair of hands cup his crotch area and two hair tendrils wrap around his waist.

"It's been around since you and me had some fun, don't make us wait." Melissa said squeezing him down there.

'This wouldn't be unusual but it's all so sudden. Could the charm effect have brought out their sexual urges again without me meaning to? Oh-!' Ben was cut off in thought when he felt himself get pulled down onto the rug, suddenly a pink glow filled his eyes and he gave in to the craving lustrous love he held for the women. "Come on, girls."

After a couple of minutes clothes were tossed aside, giggling could be heard, and body parts were being felt up by other body parts.

Ben found himself on his back with Melissa in a straddling position over his erect manhood while Kai was straddling over Ben's mouth with Julie kissing and fondling her tan breasts.

"Uuooh!" Frightwig lowered herself completely that her snatch enveloped and sucked in Ben's meat. She moaned loudly since this a first time she inserted an actual cock into her being rather than the toys she used back home. Slowly she adjusted and then she began swaying her hips forwards and backwards with momentum picking up speed.

Ben's mouth was covered by Kai's teenage vagina and wasting no time he dove his tongue hungrily into it.

"Ooooh yes!" Kai moaned as she grabbed Ben's head to hold onto. His eyes opened every now and then and every time he would see Julie sensually sucking the Navajo girl's breasts into her mouth. It hardened him ever more every time, the bliss he was feeling from Melissa bouncing on his cock alone was enough to set him off, but he had more endurance than that.

Her hair tendrils were thankfully not flailing around while she was undulating her hips on his shaft, in and out it slid with a wet slicking sound and with a great downward push she was impaled again. Over and over again she was bouncing wildly and she held her hands on his hips while doing so.

Kai could feel her hips bucking inwardly when Ben took another long lick along her clit causing her shudder in climax all over his mouth. Juices of womanhood sprinkled Ben's face and tongue and Kai got up to switch with Julie. Julie kinkily still wore her upper pink sweater with the zipper down to show her breasts, she placed her pussy along the boy's mouth ready to be eaten out once again and from out the corner of Ben's eye he saw Kai taking Julie's mouth into her own.

The tan girl's tongue slid inside the other girl's mouth and slurped all over her tongue, the lips enclosed on each other and they made out with much vigor, Ben could one mouth trying so swallow the entirety of each other's tongue. It was hot.

Ben felt himself about to lose it, Frightwig was really grinding her way into him and then swayed her hips around in circles, the pleasure was extreme enough to cause both her and Ben climax in unison.

"Mmmnggh!" Ben hummed with his mouth sill eating out Julie's snatch while Frightwig moaned his name out loudly and tightened the muscles her lower body.

Ben could feel the squeezing muscles of her womanhood clamping down on his cock causing to overload with pleasure and burst a stream of semen into her pussy.

After a few more jerks of his hips Ben finished unloading gushing amounts of cum into her Melissa. She slumped and laid down across his chest and after Julie climaxed as well she slumped to the side holding Ben's head in her arms. All three women were naked by his side on top of the exotic rug spread out on the desert ground, but it would seem Ben had a little more energy even after expending some of it. He hypnotically perked up and went over to Julie, she had a smile on her face and she nodded signaling she was ready for more.

He held both of her thighs up and placed her nimble ankles on his shoulders, he held his member up and rubbed it along the entrance of her moist anticipating snatch, after penetrating the entrance he went for the push and inserted himself completely inside.

Julie loudly moaned and arched her back a bit, with a grunt Ben slammed his hips into her once again and repeated the thrusting action with his already hardened member.

Julie's hair became messy and a few strands covered her sweaty forehead while Ben continued his pounding into her teenage womanhood. Again and again he felt the wet slick flesh of her vagina take in his cock for all it's worth and return to him a feeling of sensitive bliss.

They kept going at it for a few more minutes when Ben's thrusts became harder and quicker, Julie could feel herself bouncing off the ground slightly with the energy Ben was putting in. Grabbing firmly on her hips Ben then made quick rapid thrusts causing Julie's tits to bounce faster and suddenly with a halt she felt it: the surge of Ben's creamy essence flooding her womb. Spurt after spurt he unleashed into her while she gripped the rug tightly as her orgasm came, her feet twitching was a sure sign of that.

Finished, Ben pulled out to see a gob of white cream dribble out of her hole and then he finally laid back collapsed and panting.

Julie felt amazing and she breathed a few words out before falling passing out: "Amazing as always, Ben."

After regaining some energy moments later Ben got up and redressed, he awoke the girls so they can go rest inside instead of out in the wilderness.

In the distance he saw Kevin and the biker girl coming near on the motorcycle, as they sped to a halt Ben saw that they both had smiles on their faces.

"Well, I need to go now. We can't be lounging around in this time for too long." Kevin said getting off.

"So I have to wait for five years when I see you again? Make a woman wait, huh." She said smirking oddly.

"Yeah well five years shouldn't be a big deal since your body already looks young. Besides I can't bring you to the future to stay, it could-"

"Yeah yeah, time paradoxes. I think seeing another me would just cause me to explode anyway. Well, I'll probably see your thuggish face again in the next five years then." She said briskly before Kevin walked up and pulled her into an embrace.

'Wow that sure progressed for a first date.' Ben thought in amazement.

"Yeah I know what you're thinking and you don't have a right to talk about that." Kevin said looking directly back at Ben.

"What the? Mind read much?" Ben thought freaked out.

"Nah I saw that look is all." Kevin added before giving a quick kiss to the biker vixen.

"Well don't be surprised if I still am a villain by then, ya know. I got to make a living afterall." Joanna said smirking as she leaned against her bike.

"No I mentioned the whole plumber's idea, you know a lot about alien tech and have the shooting skills for it. I recommend that, not robbing gas stations to get your next meal." Kevin said jabbing a finger at her.

"Tch fine, I was just messing with you. The Hero versus Villainess romance theme just seemed hot is all." She said shrugging while Ben was chuckling.

They made their goodbyes and with a drive into the night Joanna(Rojo) was gone, Ben was actually relieved that the charm effect didn't work on her, but was still curious as to why it activated automatically with Turbine and why Rojo looked hot.

"Thinking about something?" Kevin asked looking over to him.

"Yeah, what you said just now about time paradoxes. If that's the case then how can I help Carol(Charmcaster) and Melissa(Frightwig)? It's been eating away at me all day." Ben stated.

"We'll figure it out, maybe Gwendolyn knows a few things that can help. She's pretty smart about everything." Kevin suggested leaning against the RV.

"You might be right, but I'm not sure if knowledge of the future isn't pushing it." Ben said gloomily when he saw the door of the RV open.

"It isn't as long as you make all the right decisions." Gwendolyn said gently as she stepped out of the RV.

"Well in that case what do I do about CC and Melissa? I can't leave them here the way things are." Ben said clearly worried. Gwendolyn pulled for a deep motherly hug and patted his head calmly.

She opened her mouth and whispered a few things into his ear and suddenly Ben relaxed into her hug.

"Dude did you just give her a 'mommy' hug? Because that's pretty weird considering you banged her." Kevin said earning a telekinetic slap on the back of the head from Gwendolyn.

Ben looked at her in appreciation and gratitude then Gwendolyn pulled him by the hand into the RV, to Kevin this all to familiar and he followed inside to see a fully awake Charmcaster and Gwen waiting at the end of the RV where the private room was at.

"Sigh, I'm gonna have to listen to my headphones with the volume at maximum again." He said sighing getting into the reclining driver's chair.

With Ben, Gwen, Gwendolyn, and Charmcaster…

"So I take it you guys are feeling frisky too I take it?" Ben asked when he arrived to see Gwen with her red shirt buttoned down to very visible cleavage and CC in pink lacey nightwear.

"That too, but CC wants to say something else." Gwen said pointing to her.

"I'm really not great with words and I don't think I can express how grateful I am for everything really, so I figure actions speak louder words tonight. What do you think?" CC said doing a catalogue girl sexy pose in the nearly see-through nightwear.

Ben had to struggle to keep his hormones in check as well as the blood in his nose from spurting out. He nodded and the girls nodded to each other with all of them holding a naughty grin.

'Thanks to Gwendolyn I don't have to worry about it anymore, maybe this will help take my mind off things sooner than later.' Ben thought as the girls pulled him into the bedroom and locked the door. Nearby Frightwig, Julie, and Kai were each resting on the side bed folded out while Kevin commanded Ship to project a tv screen for him to watch.

'The sooner we get back to the future the better, at least I won't have to stand around and ignore the noises that horndog and his girls make.' Kevin thought watching television.

In the room with Ben and the girls…

They had already begun when he removed his jacket and was pushed onto the bed while Gwen pulled down her jeans and underwear while keeping her remaining clothes on. CC was already essentially 'ready' and the nightwear she wore didn't need to be removed for him to see what he wanted to see.

Gwendolyn could simply magic away her clothes, but before they engaged in any action she spoke first.

"Ben just so you know after this night I will be departing to the future where my home is, you're there of course, but with a beard." She said mentioning his future self.

"You're leaving in the morning then?" Ben said a little crestfallen. He really liked this future version of Gwen that helped him out so much during this trip. He of course loved his Gwen more than anything else, even though they were the same. Thinking about it hurts his head too much.

"Yes, let's make this night special, well more special anyway." She said igniting an golden aura around herself and magically vanishing her clothing to be fully nude.

'It never ceases to amaze me how well endowed she is.' Ben thought when Charmcaster was the first to lay on top of him engaging him in a deep loving kiss while his pants were being tugged off by Gwen.

CC progressed the kiss further by sucking in his tongue with her mouth, Ben felt her own supple pair of melons rub up against his chest then he tensed when he felt two different pairs of lips and tongues giving his manhood a special treatment.

Gwen's teen mouth was suckling and licking along one side of his cock while the mature version of herself tasted and licked over the other side. It was almost too intense to bear, but Ben had to hold it in for tonight and he will.

Charmcaster broke from his mouth to smile lovingly at him before peeling off the top part of her lingerie thus revealing her breasts. Without any encouragement Ben took one breast into his mouth and sucked on the nipple hungrily while one of his hands energetically squeezed the other, this caused Charmcaster to start breathing hard.

Ben felt he would start panting as well if his mouth wasn't full, he just now felt the entire length of his member enter Gwen's mouth, not Gwendolyn this time.

'Oh wow! She got a lot better!' Ben thought as he felt the difference, Gwen's mouth could only take so much, but it was a very tight fit.

She was putting a lot of effort into it and Ben felt Gwen reverse face-hump his penis, the sheer suction of her mouth combined with the speed of the suck was too much for him.

"Staminas vigorus!" Gwendolyn chanted quickly causing the boy feel a new surge of stamina and sexual energy. He didn't feel close yet now, but that didn't stop Gwen from repeatedly deepthroating it at great speed.

Ben mumbled a thanks with CC's boob still in his mouth. Gwendolyn heard him and then signaled Ship to manifest another camera to record this session.

Gwen removed herself from his still hardened cock and CC picked up the signal and moved her hips south. She stood up slightly to position herself over it and during that Gwendolyn swung a leg over Ben's head to place her moist wet pussy against his mouth.

"Huunh!" Charmcaster dropped down and felt the full length of Ben's rod penetrate her very being.

The slick wet meat invaded her womanhood to the fullest extent and slowly she rocked her hips forwards and backwards repeatedly.

Ben was lapping the lips of Gwendolyn's still pert and trim womanhood and finding himself unable to tear away from it, he delved his tongue and ate her out for all she's worth. This caused her to moan rather loudly and rock her hips along his head, Gwen got in between her future self and CC to straddle Ben's chest and pull Charmcaster into the tongue wrestling contest.

Making sure the camera was getting it all, Gwen sucked on her tongue and groped her breasts sensually while CC and Gwendolyn both rocked Ben on the bed. Literally.

This had been going for several minutes until Ben's upward thrusts into Charmcaster became rapid, giving the sign that he was close, but she didn't move and slowly whirled her hips in circles instead.

'Oh god!' Ben mentally thought when the feeling became too much and let loose inside Charmcaster.

"Oooh yeah!" She cried out in delight while Gwen kissed and sucked along her neck.

As always a torrent of cum invaded her fleshy wet passage, spurt after spurt it didn't seem to end for ten more seconds and then it stopped.

CC even smiled as she felt her womb full of semen and her soft wet snatch seeping some out.

"My turn." Gwen said as Gwendolyn removed herself from Ben's face while CC did the same, Gwen got on top of Ben once again feeling the moist hard shaft of her cousin invade her depths.

His pants were tugged to his ankles and his shirt was riding up with Gwendolyn rubbing her hands under it, but the center of focus was on his 'Mary-Jane' of girls; Gwen. The petite teenager slowly began bouncing up and down on his meat ever increasing the pleasure he was receiving, since the stamina spell was used on him again he had no trouble re-hardening after shooting off in Charmcaster.

Gwen had her clothes in disarray, but her clothes remained on her chest aside from fully revealing her breasts, she slumped her upper body forward while keeping the rhythm of hips slamming on his going. Again and again she felt the fleshy intruder continuously penetrate her entirely, it never stopped feeling great no matter how many times she and Ben had intercourse.

Gwendolyn kept herself occupied by making out with Ben by sticking her eager tongue down his throat, CC didn't want to be left out so she shared in on the kiss as well. Every now and then Gwendolyn would remove her mouth from Ben's only to be replaced by Charmcaster's, but mostly all three shared in at the same time. Two female tongues slurping over each other and then sucking and licking on the male tongue entering in.

This went on for a couple of minutes until Gwendolyn and CC decided to give Ben a show by making out with each other in front of him, it was building up his limits to the extreme while Gwen rocking her hips on his shaft was building it up even more.

"B-Ben! I'm close! I'm cumming!" Gwen clenched her hands tightly on the sheets below and arched her back in an intense climax. Ben could feel the cunt muscles of his cousin clamping down on him causing the dam to burst.

'Ooohh Gwen!' Ben thought as he felt his cock spasm gushing blasts of thick spermy cream into her teenage cervix, spurt after spurt left his penis and filled up Gwen. His hips undulated wildly as he let loose and came inside his cousin, after a few more hip jerks it ceased leaving Ben spent.

'Oh man do I feel dizzy. That spell certainly wears on you after things like this.' Ben thought in exhaustion as Gwen slumped over to the side in spent bliss. Charmcaster and Gwendolyn however still had more to offer for the night, they both rose up and eyed him hungrily.

Gwendolyn made a loving expression that made Ben's heart break a little since she was leaving soon, but she simply took him into her mouth for a simple lover's kiss before doing something else.

"Remember this, Ben. Past, present, and future Gwen Tennyson will always love Ben Tennyson. No matter what." She whispered into his ear causing him to feel more inspired than ever before. In fact he understood what she meant, even when she leaves this time period, it would never be their last moments together. He and Gwen are always going to be together, that was the message.

"I wanna try a certain pose before our energy runs out." CC suggested then whispered something in Gwendolyn's ear, she nodded and they both winked at him.

Gwendolyn laid on her back the opposite side of Ben and CC got on top of her like a girl sandwhich, this really excited Ben. Both were hugging each other and their legs were spread apart ready to more, Ben could alternate between screwing Charmcaster and Gwendolyn and he was planning to.

Feeling his rod hardened for one more round, Ben rose to his knees and paced over there to position himself at Gwendolyn's entrance first.

With a willful shove Ben entered Gwendolyn's pussy once again, he struggled to keep his energy going even with the spell supporting him, and with much vigor he pounded away.

Gwendolyn moaned with her arms wrapped around Charmcaster while Ben slammed his hip bone into Gwendolyn's over and over again.

After a few more thrusts into the mature womanhood Ben pulled it out and positioned it at Charmcaster's snatch. He entered causing her to breathe hard as the fleshy hard rod rapidly shoved itself into her. This went for a few more minutes until Gwendolyn wrapped her long elegant legs around CC's back while Ben alternated again.

Back and forth Ben switched between banging CC and Gwendolyn for at least ten more minutes and he finally gave out when he entered Gwendolyn's juicy flesh hole one last time.

Moaning out her name and hearing her do the same for him, Ben emptied to contents of his nutsack into the mature woman's womb filling it up with so much of his spunk. After several more spurts and hip twitches he fell back completely spent for the evening, Gwendolyn and CC both felt extremely satisfied and both crawled over to his lying form to sleep next to him in happiness.

Gwen then crawled up to him as well to lay on top of him with the same look the other two women shared. "That's right, Ben. Gwen loves Ben no matter what time they're in." She whispered before falling asleep.

In the morning…

Well it's all come down to this, the departure. Outside was everyone all dressed up, fed, and ready for the new day. They stood outside the Rustbucket2 ready to head back to their time where they belonged, but Ben couldn't bring Charmcaster and Frightwig along. According to Gwendolyn that would create errors in the time flow and cause chaos and paradoxes, but she also told him of another idea.

"So we're to find your grandpa Max in this time period? Aren't the plumbers underground or something?" Frightwig said taking a duffle bag of supplies. CC had the same look.

"Not really, in fact all the alien business going in this time is what woke them up and got them active again. Here take this. These are the coordinates to this secret Plumber's base just a few clicks from here. Contact my grandpa of this time to let him know that you were there when we fought Vilgax and he'll let you enlist in the Plumbers. You get paid for simply doing what we're doing and you won't have to be a villain or rob ridiculous places like campsites to get your next meal."

"Always got to reference that, don't you?" Frightwig said dryly. CC understood the plan and walked up to Ben to give one last hug for now.

"You'll see me the right way in five years, green boy. I can't wait to see you again when that happens." She said sincerely deepening the embrace.

"I'd like to give you a hug, but that would be too cheesy for my tastes." Frightwig said trying not to ruin their moment.

"How would they get there? Gwendolyn's gonna send us back here before she leaves." Kevin said looking confused.

"I'll teleport them to the area, I know where it is afterall and since you, Kevin, want 'her' to sign up as well. I already gave all three of them the contact number to enlist, they have to go through a screening field exam of course." She explained.

"Yeah, thanks. I really owe you." Kevin said gratefully.

"I guess this is goodbye for now, shame about time travel, I wish I could've just jumped to the future with you, but I don't want myself to blow up or anything." CC said and Frightwig nodded in agreement.

"We both owe you, well everything. Thank you. Those two little words really can't compare to how we feel though." CC said looking sweet.

"When we see you again in five years you better sure as hell 'welcome' us. You know what I mean." Frightwig said licking her lips.

Ben blushed. "Yeah I will."

Gwendolyn made her goodbyes to her younger self and Kevin and gave Ben a great deep loving hug. He remembered her words clearly and felt like nothing can bring him down now.

"Well here we go. I'll send you back first then drop these two off at the academy base to start working as Plumber elites." Gwendolyn said confidently before her eyes lit up and her aura shined again.

"Chronias chronias des vu enactra! Chronias chronias des mia velantra!" She chanted causing a familiar looking circle with the bezel symbol on it to appear and show their time period. Ship shrunk down to normal size and leaped into Julie's arms, Kai adjusted her glasses and they all nodded to each other and walked towards the gate.

Ben took one last look at the two women plus Gwendolyn and saw the same loving smile she always had look back at him. "See you soon, sweetie."

"Yeah you will. By the way how many kids do I have in your future? I was curious since I haven't exactly worn a condom through all this." Ben asked with innocent curiosity.

Gwendolyn struggled to stifle her laughter and answered. "Well I can't exactly tell you, but it is a two digit number."

"What?" Ben thought in alarm when she gently pushed him through the portal to his time.

The portal closed leaving Gwendolyn, CC, and Frightwig there looking sad from the departure yet hopeful for the future.

"Lust is indeed a timeless thing, but true love is eternal." She said confidently.

Where Ben and the others were at…

"Kids!" Grandpa Max ran over to them to give Ben and Gwen a hug while Kai's grandfather did the same to her. Julie and Ship simply looked on with a smile.

"What happened? You were gone for a few minutes and then you just appeared out of nowhere." Max asked happy about their return but curious how they got back.

"Well it's a long story, Grandpa. Here I got you a souvenir: it's green and mean and easily fits inside of this little thing." Ben took out the null void grenade that contained the imprisoned Vilgax.

"Hey is tha…? That's my prototype!" Max said taking it into his hands and grinning. "You guys did quite a bit in the past, didn't you?"

"Yeah, but that's a story for another time." Ben said looking tired.

"No need to explain, let's go home first and relax then I can take you a Plumber's base where a couple of 'friends' of yours are waiting." Max said surprising Ben as he walked with the group towards the original Rustbucket headed for home.
Chapter Thirteen: The good doctor's checkup

By Auumaan

The Rustbucket, first and original, drove along a mountain path on the outskirts of Bellwood and Ben along with Grandpa Max were the only ones inside. Ben was laying on the ever so familiar side couch with an eager look on his face, he had hoped the five years of waiting didn't badly affect Melissa and Caroline, he had also kind of hoped they didn't get sexually impatient and chose other partners. If they did then that was their business within their rights, but he'd still feel a bit crushed if they did.

They left Navajo settlement after making their goodbyes to Kai and her Grandfather, Ben and Kai's goodbye was a little more up close and personal than anyone knew since she slid her hands into his pants and played with him a little bit. He gave her his number and address so she can visit him again, but as far as her grandfather was concerned: Ben's only girlfriend was Julie. The secret would come out when it was the right time to do so. Afterwards they dropped Gwen, Julie, Kevin, and ship off as well. Everyone was tired and exhausted, especially Ben, but Max told Ben that whoever wanted to see him insisted very much that he come.

"Hey grandpa, how much farther?" Ben asked perking up with partially sleepy eyes.

Max looked back with his usual warm smile. "We're here, you know. I know you needed some rest, but these three ladies have been patiently waiting for you specifically. They've been rising up in the plumber ranks and doing missions in the meantime to hone their skills and pass time." Max explained getting out of the driver's chair.

'Three?' Ben thought in slight confusion as he walked out of the RV to see a high tech looking Plumber base complex that resembled something out of a science fiction movie. It was the size of a normal one, but it was still pretty impressive to see. It stands out, but the cloaking device stays active unless deactivated by another plumber member.

Ben approached the entrance gate and after a green clearing light the shutter gate opened up letting him and Max inside.

After walking down a hallway they ended up in the living room area which surprisingly was stylishly designed and spacious to boot. The settings were modernistic and looked like a comfy place for 'various' get togethers. Before Ben could look around some more he faintly heard footsteps pacing faster and faster until-

"Ben!" A joyous female voice cried out and Ben felt himself being tackled playfully to the ground.

"Huah!" Ben fell to the ground and when he turned his head he looked upon the happy face of Charmcaster herself. "Caroline!"

Her face was the same as before except her hair was slightly longer than before and tied in a long ponytail like Gwendolyn's. Her body was another marvel to behold: her womanly features magnified making her body slightly curvier and much to Ben's nosebleed her bust was a bit larger too. The suit she was wearing was something odd however, it was a skintight dark leather power suit that looked high tech and free moving. It was a one fit suit covering her feet and hands as well, but not her head. (Example: picture Samus Aran's zero suit from Metroid series.)

Before Ben could say anything else he felt his mouth attacked hers, she was fiercely kissing him with so much pent up energy being released at once.

Ben receded into the kiss gratefully and she wrapped her arms around his body gladly keeping him to herself.

The violet lips rubbed over his and right on cue her eager tongue wormed its way into his mouth to wrestle with his.

Max crossed his arms and shook his head smiling. "You definitely have the Tennyson magnetism, your uncle would be pretty proud of you. He's a bit of a horndog too, you know." Max said to the wrestling couple on the floor.

Two more sets of footsteps came into the picture and Ben softly broke the kiss and looked up to see, much to his great surprise, Frightwig(Melissa) and Turbine(Tracey).

"Melissa! And Tracey?" Ben was stumped yet pleasantly surprised. Both girls wore similar suits that CC donned, but Frightwig's hair was somewhat longer and tied back. Her face was the same and her skin was actually less pale as well, Turbine was no different except her hair was the same length and tied into a ponytail too. Ben was very surprised to find the mechanic girl here with them.

"I-I'm speechless..! How did you cross paths with the Plumbers?" Ben asked standing up and pulling CC up with him.

"Glad you missed me, hon. It's a long story, but give me a 'welcome back' kiss first." The country girl said pulling the boy into a deep kiss with the same longing energy CC had.

Melissa just had an amused look on her face, all three women barely aged at all by appearance, but Ben wondered what happened during those five years.

"We've waited for you for a long time, Ben. It's been too long, but we've managed." CC said wrapping her arms around Ben's body while he was still kissing Tracey. After letting go of her lip vice he turned to Max with a questioning look.

"You want to know how I knew? I didn't at first, it was during that summer five years ago after teenage you and the team helped fight off Vilgax. These two young ladies contacted me and told me they were part of your team and wanted to join the Plumbers. I gotta admit I was skeptic at first, but I trusted my instinct and discussed everything with them." Max explained when Tracey jumped in.

"The only way I came across them was when Rustbucket 1.0 came around my town, then somewhere around I heard the name 'Ben Tennyson' I kinda thought good old green eyed and handsome was in town. So I went looking and didn't see you anywhere, but there was a bank robbery nearby and I see a mini version of you go ET and bust up some crooks. When a couple of more bank robbers with high tech weapons came into the picture you grandpa and I knocked them for a loop and well he sorta recognized my combat skills and my technical know how. He figured out I was looking for teenage you and he said I could meet you again, but I would need to make changes of course. The next thing I know he tells me about your little group of girlies and the time travel business and that I would see 'big' you again if I signed up, though I had to wait five years unfortunately." The raven haired mechanic said glaring over at Max.

"How did you three wait five years? That's a pretty long time, I mean did you…you know…meet other guys?" Ben was reluctant to ask that hoping not to hear a yes.

"No." All three said in unison causing Ben to make a completely stunned look.

"Sure the body has needs, but thankfully Gwendolyn cast one more spell on us before setting us up here, it was high level magic that kept our urges in check and sated our need for you, Bennie boy." CC explained standing up with Ben keeping her latching hug on him.

"Really? What did it do?" Ben was curious indeed and Frightwig went on to the details.

"She made it so that whenever we go to sleep we would dream of you, literally, it was a realistic simulation that played perfect to its world. In these realistic dreams you would make love to us and it would be incredible, course it's no substitute for the real thing, but it fed what needs we had and kept us from seeking others." CC finished explaining causing an awestruck look to appear of Ben's face.

"Wow, that woman sure knows her stuff." Ben said now being squeezed into a hug by all three women.

"Yeah, it should wear off once 'you' get here, but how about we celebrate since we don't have any missions tonight?" Melissa asked curling a hair tendril with her left index finger.

"If there is going to be some hanky panky going on in here then I don't want to be around to watch it, Ben, I need to go over a few things with you tomorrow. There's going to be some changes." Max said seriously at the last part.

Ben gulped. He hoped since Grandpa knew his secret that he wouldn't spread it around, but 'changes' certainly brought about fright in Ben.

"Don't worry, I'm not going to your parents or anyone else's about your little 'harem' here, but we need to fully deputize you into the plumbers system before you continue your alien encounters. That's the big change I mentioned." Max said with a genuine smile.

Ben visibly sighed and relaxed. 'Get deputized into the Plumbers? I'm going to be an official Plumber!' He thought in eager excitement.

"Why don't you spend the night here? I don't think these guys want to let you go just yet." Max said with a grin as he exited the area to outside.

'Wow…' Ben trailed off in thought when the sight of three older women stood together with sultry grins and each one started to pull down on a zipper at the top of their zero suits. 'I hope I have enough energy to endure three really amorous women tonight. Hehehe.' He mentally laughed nervously remembering his 'happenings' from earlier had severely worn him down.

"I missed you three a lot too, but could you start with each other first?" Ben asked awkwardly, he didn't want to rush things incase his stamina gives out, but little did he know that request would do the exact opposite.

They each looked at each other with mischievous smiles and winked.

'Oh wow…!' Ben felt his pants tighten when he saw CC grab Turbine's face and pulled her into a deep tongue probing kiss that adult movie stars would get jealous of. Pink violet lips rubbed along cherry red ones and two very wet tongues were wrestling in between.

While they were doing this Frightwig pressed her body up against Turbine's and sensually massaged her abdomen up to her chest. Lightly squeezing her C-cup breasts she then slid one of her hands downwards to her private area still clothed by tech leather.

'This is hot.' Ben thought feeling heated up while the girls explored each other's bodies. It was almost entirely out of an X-rated movie, but living it was completely different.

The silver haired sorceress used both her nimble hands to pull down Turbine's jumpsuit zipper down far enough to see her breasts pop up. She wasn't wearing anything underneath! At the same time Frightwig reached over and pulled CC's jumpsuit zipper down as well, the leathery armor tech slithered off her elegant shoulders to her elbows making her bust appear braless and beautiful.

CC and Turbine continued French kissing erotically when Melissa looked over at Ben and smirked, she walked over to a dazed looking Ben and placed her pale hands on his cheeks. As if he read her mind the teen used his hands to pull down her own jumpsuit zipper to reveal her perky pale tits as well. The usual faint pink glow appeared in his eyes as well as the eyes of the women and Ben placed his mouth on her left breast and began sucking the nipple hungrily.

"Eeeooohhhh… there's really no substitute for you, hero boy." Frightwig moaned and trailed her right hand down to his trousers and tried to unzip him, but she was too distracted by Ben fondling her other breast.

Feeling their distracting make out session was being unwatched by him, CC and Turbine walked over to the two and helped Frightwig pull down Ben's jeans along with his boxers all in one go.

Out sprung Ben's erect manmeat standing ready for attention. Ben let go of Melissa's nipple and looked lustily at all three of them with pink glowing eyes like theirs. Each woman nodded to each other and on cue they got into positions.

First, Turbine and Frightwig got on their knees and pressed their wet waiting mouths on either side of his rod, Ben then reeled his head back in a moan as he felt two tongues sliding over and around his cock.

While this was happening CC took the opportunity to invade Ben's mouth once again with her ravenous tongue. Being serviced by two different women and being frenched by one gorgeous one certainly turned up the intensity on today's 'fun time.'

The raven haired beauty known as Turbine(Tracey) slid her tongue along the shaft slowly and repeated in reverse direction several times before beginning to suckle his nutsack into her mouth. Frightwig(Melissa) was preoccupied with licking the tip in swirling circles of wet flesh on more moist flesh, after licking around the tip for a little bit she then began swallowing the meat rod into her mouth little by little while not intruding on Tracey's fun.

'Ooohhh I'm not sure how much more I can stand.' Ben thought feeling CC's tongue swirl around inside his mouth again.

"Hhhnnngh." Ben moaned inwardly as his hips started thrusting slightly, letting the girls know he's about to cum. Getting the signal CC decided to place one of her soft hands on his meat and rapidly stroke him until he bursts. "Ooooohhh!"

Frightwig was the one that was taking in nearly all of Ben's throbbing dick when it happened and she started sucking faster and faster when he moaned again.

His hips started jerking uncontrollably fast as he begun cumming inside Frightwig's mouth letting spurting amounts of semen wash down her throat. He kept thrusting and all the while Frightwig kept her grip on his hips when he did, she also made loud gulping sounds each thrust. She removed her mouth with a plop and pulled Turbine over to her as she opened her mouth revealing she kept a certain of sperm from being swallowed.

Getting the message, Turbine parted her red lips widely in wait as Frightwig was about to cumswap with her. Angling herself with her mouth wide open Frightwig dripped some white creamy semen from the depths of her mouth down onto Turbine's waiting tongue. Like squeezing frosting on a cake from a tube, Ben's sperm was dripping in strands into Turbine's mouth.

'Wow they had practice.' Ben thought impressed and feeling his softening organ gradually hardens itself again.

Turbine swallowed with a gulp and licked around her lips while Frightwig wiped her mouth with her hand.

"Caroline? You know what to do." Tracey said smirking and CC nodded.

She pointed her left index finger at Ben and chanted those ever so familiar words the teen heard last time around. "Vigouris Staminas!"

'Ohh boy, they have a long evening planned out, don't they.' Ben thought feeling the heavy intoxication of the charm spell affect him as well as the girls.

CC muttered a few magic words and off came Ben's clothes, afterward she gently pulled him down onto the floor which was supported by a comfortable shaggy rug. Pulling their jumpsuit zippers down all the way, Turbine and Frightwig both became fully nude while CC remained partially clothed as she kept Ben's head snug on her lap.

Turbine was the first to crawl over to him and begin kissing his neck to trail down to his exposed chest. Without anymore waiting she raised her lower body up and aimed her eagerly awaiting moist snatch over Ben's semi-hard member.

"Unf! Haahh!" Turbine bit her bottom lip after she sunk wet pucker hole onto his slippery pole, Ben was gritting his teeth as well since his cock was digging deeper into her pussy until he made contact with her cervix.

'Holy..! I haven't been this deep inside Tracey yet. It feels awesome!' Ben thought as she raised her lower body and dropped it down again, wet slicking sounds were being as Tracey began bouncing up and down on teenage cock.

Meanwhile Frightwig raised her lower body over Ben's face and instant he knew what's coming next, CC let go of his head gently and stood up while Frightwig lowered her smooth barely pubic womanhood onto Ben's mouth.

"Hooohh!" She moaned and bucked her lips a bit as Ben instantly dove his tongue into her depths and grabbed hold of her hips. CC watched and waited for her turn patiently while she zipped down the remaining portion of her jumpsuit. Both women that were on top of Ben were wildly riding his face and his cock, Frightwig kept her mouth open in moans as she undulated her hips along the boy's head. He had been practicing with eating out a woman since his trip back in time and now it's paying off, Frightwig couldn't withstand the bliss Ben's worming tongue was giving her, it dove into her vagina and swirled around like an eel while he squeezed her buttocks during. It was driving her nuts.

The raven haired beauty known as Turbine continued her frenzied hip slams onto the manhood inside her, after CC discarded her clothes and she pressed her pubic area in front of Frightwig's open mouth, the former circus star took the invitation and shoved her hungry between CC's inner thighs.

The tendril haired women lapped her tongue all around CC's inner thighs and then moved to her pussy folds, it was glistening wet flesh that she started sucking on and absorbing the moisture from it. CC was heated enough to yell out her name and grab her head to shove her crotch further onto her face.

It was a foursome of three gorgeous older women and one lucky teen superhero, Turbine had been bouncing on Ben's meat for over seven minutes when she finally shuddered in climax, feeling the squeezing contractions of her pussy Ben thrust his hips upwards letting his orgasm happen.

"Aaaahh aahh aahhh!" She moaned as her hips bucked and the flesh rod inside her womanhood began spurting strands of youthful semen into her being. Spurt after spurt of cum entered her cervix filling her womb up, after finishing up she slumped to the side sexually satisfied. She would go one more round, but she had a mission before this reunion and it exhausted her.

CC's hips bucked as she came to orgasm with Frightwig's tongue still inside her snatch, the girl herself came on Ben's face at the same exact moment thus both women came in unison. Frightwig lapped up the fluids gushing out of the spell caster's pussy and Ben felt the surge of cum juice surging from Frightwig's pussy. Both however were as tired as Turbine was since they all took on a mission before reuniting with Ben.

Frightwig slumped to the side with her legs wide open and CC got a naughty idea and crawled over to place her womanhood over Frightwig's mouth again and use her hands to spread open her snatch.

"You have more energy than that, hero boy. Come on, one more for the night, I'll even suck some of it out after you're done with her." CC said licking her lips hungrily as Ben's acknowledgement and still erect penis signaled he was ready.

CC was on top of Frightwig's body in a sixty nine position, but the plan wasn't just to each other out again, Ben stroked his penis a bit and stood over Frightwig's beautifully glistening pussy then guided his cock at the entrance.

"Here we go!" Ben bit his bottom lip as he sunk his dick deep into Frightwig's pale pussy, immediately he was greeted by warm and moist tightness. 'Man she's tight as she was last time.'

Ben thrust his hips forward then backward in repeat motion constantly feeling her wet cavern slide over his dick. While he was pounding her flesh CC cupped Ben's face and pulled him into a deep somewhat pornographic kiss as he continued.

In and out his meat slid into her and each time it came out it simply dove back in, after a few more minutes of this Ben's thrusts started increasing in speed and he felt his time coming to a close.

"Uunngh!" He grit his teeth ready to burst and then it happened. Frightwig's toes curled and her hips bucked as she climaxed once more and this time it was on Ben's rod, feeling the multiple contractions of the older woman's passage Ben felt himself go. "OOhhh Melissa!"

He thrusted wildly shooting his sperm into her with each shove of his hips, repeatedly it jerked sending more cum into womanly womb, but CC grabbed his meat gently and pulled it out of Frightwig's hole before it could shoot some more. Jerking it in her hands some final strands of sperm shot out onto her open tongue, his dick spurted out a few more shots and then he was finally spent, CC had her mouth visibly full of white substance and closed her lips to make a loud swallowing sound, she opened her mouth to show Ben she gulped it all down with gusto.

"Wow…I'm..I'm spent for today.." Ben said feeling the drain of his energy and nutsack finally take it's toll on him. He fell back onto the shaggy rug of their living quarters with a content smile on his face. CC crawled up to him and laid with him like lovers usually do and she gave a kiss goodnight before letting slumber take over.

"Welcome back, Ben. Welcome home." She whispered as the living room lights dimmed letting sleep fill the room.

The next morning…

"So it's high time for me to sign with the Plumbers officially? Sweet!" Ben said excited as he walked with his Grandpa Max through a hallway deep down in a Plumber HQ. The base was underneath the pacific ocean making it a perfect set up to carry out covert operations without public interference.

Max nodded. "Normally you have to reach the age of seventeen to begin enlistment, but since you're pretty well known for your feats now and in the past, the higher ups want you with them now. This also applies to Kevin and Gwen, but they'll drop by later." He explained taking a turn in the semi-circular hallway.

They walked past a wall sign that indicated a medical station coming up and Ben wondered why they were going there.

"So am I going to sign some papers or something? Maybe even get a cool outfit like Captain Nemesis?" Ben looked eager and he was shaking in anticipation.

Max shook his head. "First things first, Ben. You need to undergo a physical to evaluate your human capabilities. Everyone knows how creative and capable you can be with your alien transformations, but your human self needs to be in top shape as well. It's just protocol."

They walked further and a sliding door entrance was made visible just a few yards ahead.

"No big, I understand that. I mean what with all the times the watch wouldn't work or timed out, I actually got used to that. So how long is the physical going to take?" Ben asked.

"Not long, it's done by a professional who specializes in human and alien physiology, but she's also a very skilled medical doctor." Max said pressing his left palm on the scanner next to the door, after verification the sliding doors opened revealing a spacious yet high tech looking medical lab.

In the distance Ben saw a rather stunning raven haired woman sitting cross legged in an office chair. Her hair was tied into a bun on the back and she had neatly combed bangs to the side of her forehead, her eyes were olive green and her body was tall and elegant. It was like a supermodel was dressed in a lab coat for cosplay, this woman was simply too beautiful to be a scientist.

"Good afternoon, Doctor Holiday." Max greeted as the woman got up from her chair and approached them.

"Same to you, Tennyson. How are things?" She shook his hand and briefly looked over at Ben then over at Max.

"Not bad, of course if the world would actually stop being under siege by attackers from outer space then I could sleep better. Yourself?" Max chuckled.

"Keeping busy, a lot of interesting prospects coming up such as Nan machine development and the medical breakthroughs that they could provide, but pleasantries aside. I take it this is your grandson?" She asked directing to Ben.

"Yep, an alien superhero just like his grandpa. He's here for his physical evaluation, doctor." Max said proudly.

"Hi I'm Ben Tennyson, nice to meet you." Ben greeted in a very friendly way, but part of him was worried that his charm may affect her like it did Turbine the first time around. That one time triggered on a complete stranger, if it always does that then he wouldn't be safe around any women he's near. Of course another part of him definitely wanted the charm to activate on this woman, she was freaking gorgeous.

"Pleasure to meet you, Ben. I'm sure we'll get along great." she said in a very friendly way. "Now let's begin, go over to that screen over there and undress." She instructed pointing to a screen stand over by her desk.

"Uh sure. Ok." He felt a little awkward at this as he walked over there. If he was about to get naked then the probability of setting off the charm on this woman, whom Ben didn't know was single, was even greater.

"I know I don't need to be here for this, besides I need to go fetch Gwen and Kevin anyway. I'll see you at home, Ben. Helen will give you a ride back." Max said waving him off. Ben waved back and finished undressing to the point of having nothing but shoes on.

Doctor Holiday looked back at the teen boy still behind the screen, taking out a clipboard with some papers clipped to it she began writing notes. "No need to be nervous, Ben. This physical is completely harmless." She said kindly to him before accidentally dropping her pen. She bent over to try to pick it up, but in doing so she exposed her rear through a tight fitting skirt to him.

'Uh oh, I can't help it.' Ben thought panicked as his erection grew at the sight of her bending over.

She retrieved it and stood back up. "There now, step out from behind the screen, please." She requested politely and Ben reluctantly did so.

She didn't eye his crotch area first, but she placed one of her hands against his chest to check his heartbeat then used her stethoscope on his chest next. Ben gulped a bit nervously since his erection was still up and he hoped it would go down before she notices. Two things could happen from that: one would be awkwardness and embarrassment followed by a 'put it away' comment and the other would be the charm effect activating on a complete stranger again. Though he wouldn't mind if this woman would be the stranger.

"Now to check your- oh my…" Holiday was about to check Ben's manhood when she noticed it fully erect and hard, she looked back to Ben who had a mixed look of anticipation and hopefulness.

"Sorry, doc. I mean you'…well You're just beautiful and this happened when you bent over to pick up your pen. " Ben said nervously. She lightly chuckled and made a warm smile.

"Ben you don't need to apologize or worry about this, ok? You're a young teenage boy who happens to think I'm attractive, this is completely natural for anyone. I'm not disgusted or upset with you, ok." She said sympathetically as she continued on with the physical. "Do you know how many men around here keep hitting on me and expect me to sleep with them? A lot actually, but I'm not some easy catch for those dogs. I'm a career orientated woman and they don't seem to understand that." Holiday said jotting down some notes and after that she grabbed his manhood to analyze that as well.

"So uh…have they given up on asking you out yet?" Ben asked trying to make a conversation with her.

"Some have and others a bit more persistent, so that's why I security lock my door so that only people I allow come into my office. That way a bunch of persistent coworkers don't come barging in my office asking me out on a date." She said removing her hand from Ben's meat and placed a gloved hand on his chest.

"Breath hard for me." She instructed and Ben did so. He breathed back in and she removed her hand.

"Yeah I kinda have a similar problem, in fact it might be a permanent one." Ben added getting on the weight scale she gestured to.

"Oh really? No surprise there if girls are coming after you, you're a handsome boy, Ben." She said causing him to blush a bit. "You're pretty amazing yourself, doc." Ben commented causing a small smile to appear on her face.

"Thanks, you're sweet, Ben. Now open your mouth so I can place this thermometer under your tongue." She said taking out a small temperature gauge. Ben was surprised that the charm effect didn't activate around her, but that one time was a fluke and it really is back to it's original set up where it only affects girls that feel for him.

'Heh, I guess I worried for anything, but still…look at her. I mean she's just drop dead gorgeous.' Ben thought opening his mouth, but before she inserted the device Ben's own hormones made an impulsive choice for him.

He instantly leaned forward to capture the good doctor's lips in his mouth catching her by surprise.

"!" Holiday was beyond shocked, so beyond that words couldn't even come out of her mouth. The kiss was deep and only continued for a half a minute before Holiday gently pushed Ben off her lips.

"Huff, Ben! I-" She was flustered and a faint blush appeared on her cheeks. Truthfully no one has ever done that before and it may be Ben's last chance to ever come in this office again. "Ben. That was uncalled for-! You shouldn't be doing that. I can-I…" She trailed off as a faint pink glow filled her pupils.

"Doc I'm sorry, it won't happen again. I am so so sorry?" Ben didn't realize the glow until after he finished apologizing. The charm effect was still active and it charmed her now too. Now Ben truly felt low.

"Maybe I should go now, hopefully the charm effect wears off after I leave the place." Ben looked to the sliding doors and noticed the glowing sign at the top of it was red and said 'locked'. 'uh oh.'

He felt a pair of arms around his body and Doctor Holiday nuzzled her head against his snuggly. Ben couldn't resist any longer, this woman was a goddess and if it happens then it happens.

"You're cuter naked, Ben. How about this time you give me the physical? Hmm?" She purred against his neck.

The pink glow filled his pupils signaling it was on now, Ben pulled her head to his to engage in a rapturous lover's kiss. The older woman's lips were sucking in Ben's own ones and every now and then slipped her tongue into his mouth. It was sheer nirvana making love to his mature yet sophisticated adult woman, not that he hadn't had sex with other older women, but this one he badly wanted to add to his group.

She moaned and reached her hands down to his erect penis, her hands glided over the shaft and began stroking it smoothly while they made out.

Ben softly let of her lips while he placed one of his hands at the bottom of her skirt.

"I really want you, doc." He said with lust filled eyes and she nodded with a sultry smile.

"Then you will have me, Tennyson. By the way, just call me Holiday." she said pulling up her yellow shirt underneath her open lab coat. She pulled it up all the way until it was over her braless tits. Ben admired them and wished he could just suck on them right away, they were even the same size as Gwendolyn's.

She then hiked up her skirt over her white nearly transparent panties, Ben instantly felt harder just by looking, she winked at him and took a seat down on her chair, but kept her legs spread wide apart.

Holiday made a beckoning finger to him and Ben hypnotically approached her, she was sprawled over with legs spread wide and ready to receive. He was going to pound her while she was leaning inside her office chair, to Ben this seemed like a scene out of a porno movie.

Ben positioned his cock over her unclothed snatch and without restrain he thrust his manhood right in.

"Ooohhhh yeaah!" Ben gasped as he felt the doctor's tight womanly flesh constrict his cock.

Holiday bit her lip and her eyes displayed much anticipated euphoria as Ben continued on with his frenzied pounding. His hips continuously slammed into hers with intense vigorous energy, Ben wanted to do this with her since the moment he saw her and he was living out the dream.

"Ben! Beeenn!" She hollered out as the teenage appendage protruded into her womanly depths over and over again.

Ben pulled her boot long leather boot wearing legs up over his shoulders as he continued to screw her, her tits were shaking around with each thrust and Ben put more energy into each pounding.

This went on for minutes until she suggested he pin her to the wall, so Ben removed himself from her and she got up to stand with her back to the wall waiting for him.

Ben then leaned into her as to begin another ravenous make out session while he positioned his cock into her pussy again. With a strong shove he was inside her once more thus causing her to moan loudly into their kiss, but Ben wasn't done yet. He picked up the woman by her thighs and kept her pinned to the wall while he continued diving into her.

Her legs were dangling up in the air and her face was flustered with a lusty expression. Ben's cock continued sliding into her mature snatch causing wet flesh sounds. After this was going on for several more minutes Ben felt himself coming close, instinctively she wrapped her legs around him to make sure he doesn't pull out.

"Doctor Holiday I'm cumming!" Ben yelled out while Holiday was crying out his name with a dazed happy look on her face.

Suddenly his hips spasmed over and over again as his penis sent ropes of thick semen into her womb.

Strand after strand of white cum spilled into her depths, but Ben kept coming and coming, he was likely to fill her to the brim entirely. She slumped spent and so did he after a couple of more shots of cream, there they stood in each other's arms against the wall in post sex sweatiness.

The color in Holiday's eyes returned to normal olive green and she looked into the emerald green eyes of Ben after the charm wore off on both of them. They simply stared into each other's eyes for what felt like the longest time and then finally…

Holiday pulled Ben into a deep loving kiss, she put so much passion into it that Ben couldn't believe she was off the charm effect, but it was happening.

Giving in, Ben receded into the kiss as he gave this woman all his love like he did with several other women. After making out for several minutes they smiled to each other and she whispered a few words into Ben's ear that caused shock and a smile to appear on his face.

"Yeah….I'll do everything I can for you, doc." Ben said back in their embrace.

"hehe, call me by Holiday, I'm used to that, but my first name is Cassandra." She said smiling a loved smile as they hugged.

"Okay, Cassandra. You won't regret this." Ben said.

"Yeah I know, but physical aside I can safely say you're perfectly fit for Plumber duty, Ben." She said back as the two got dressed again and walked out the medical office together. Doctor Holiday lead the way by holding his hand and leading him to a secluded spot because simply she wanted to do it again already.

'My poor buddy…' Ben thought referring to his wang which was still sore from earlier.
Chapter Fourteen: I'm dreaming of Aunt Lily

By Auumaan

"So I have a question, CC? I was wondering if you could help me out here." Ben asked sitting on the couch in the living room area of the CC, Turbine's, and Frightwig's plumber base.

Charmcaster was in skin tight gym shorts and a pink tank top while she was balancing her back along a big rubber exercise ball.

"What's on your mind, sweet cheeks?" She asked rubbing her back against the rubber ball.

Seeing your lithe body flex out along the exercise tool was going to be a start to arousal in Ben's case, as long as she didn't do something more erotic then he could contain himself.

Of course he was wrong. CC raised her left leg up and stretched it showing her camel toe through tight shorts, instantly Ben felt turned on, but his mind was on a bigger problem.

"Well it's been about my uh well 'Relations' with all the women I've been with, each time we get into a frenzy I end up letting loose inside them. What are-"

"The odds of pregnancy?" CC finished for him then she winked. "None, whatsoever."

This caught Ben by surprise, how could none of them be impregnated after all the times he came inside? Had to be related to magic.

"How? I mean is it because of the charm effect?" He asked with his eyes following CC's now rotating buttocks as she followed her exercise routine.

'Why must she tease and torture me?' Ben thought struggling to keep his sex drive in check.

"Yes and no. I may not know much about it compared to my pre-paradox self, but I have researched on the original design for it." CC said now standing up to perform jumping jacks, thus causing her breasts to jiggle up and down. Ben had to grip the couch cushions out of restraint.

CC saw this in a reflection on one of the wall's mirror and got a naughty idea. She ceased her jumping jacks and decided to stand straight and bend her upper over to her toes. Seeing her ample butt stretch out her tight clothing already made his pants uncomfortable and made him wish he could rip them off so he could take her right there.

"Well what can you tell me about it? I'm a little nervous about having over ten bundles of joy, ya know." Ben said trying to balance out his urges.

CC ceased her workout and walked over to sit beside him with CC hooking her arms around his left one.

"You only have to worry about that sort of thing if there's a vocal agreement between you and the gal you're banging, if both say they want pregnancy to happen and if there's an affirmative response to that then charm's 'pill' effect doesn't happen. Simple?" CC said cupping the teen's face and pulling him into a loving kiss.

"Yeah, hmmm, very simple.." Ben mumbled between kisses then as if electricity shot through his system, two fearful theories involving two different females came to mind.

'Wait a minute!' He thought.

(Flashback)

An mental image of Ben in the park with Elena Validus appeared in his mind, they were in a doggy position and Ben vaguely heard her say 'Ben, I want you to get me pregnant with your baby!', Ben simply shouted her name as he emptied his load inside of her. Another mental image appeared in his head and this time it was his most recent sex partner: Doctor Holiday. The image of her being held by the teen hero against the wall with her legs wrapped around him while he pounded his meat into her was shown. Then the image of the sexy scientist whispering a certain few words in his ear: ' If you give me a child then I'll be yours forever, Benjamin.' The he nodded in agreement and continued his sexual experience with the older woman.

(End flashback)

'Oh crap.' He thought feeling like his whole body turned to stone. Up until now he never gave any thought about pregnancy from his sexual sessions with all the women and girls he had so far, but while feeling some relief knowing he didn't impregnate all of them he also felt some worry for if he knocked up Doctor Holiday and Elena.

The rest of the day passed by slowly after Ben left the girl's plumber base and drove home, just when he thought the chaotic possibilities of this charm was behind him another worry pops out of the woodwork. True to his word he deeply loved all of them, including Elena and Holiday, but could he really be a father at his age at this unexpected period?

"Maybe it's better if I don't think about it." Ben said to himself while driving until he felt a vibration from his cellphone. Taking it out of his pocket and looking at the screen, Ben saw that it was a text message from Gwen.

"I need you to get over to my house quickly, my mom is having trouble with dad and she could use your help. Love Gwen."

Ben wondered what could be the trouble, it was never his place to get into arguments between couples, but this was his aunt and right now it sounded she needed some company. Sighing and making a left turn at a light Ben drove on to Aunt Lily's house.

At Gwen's house…

Driving up the curb and stepping out of the car Ben knocked on the door and after a few seconds it opened revealing Gwen in her usual clothing looking less than pleased.

"Hey, glad you got my message, my mom's having 'issues' with my dad and I think she thinks she needs some support from both of us right now. I didn't want to call your parents or Kenny yet because I think it's a better idea to keep it small." Gwen said letting him inside and closing the door.

"What happened anyway?"

"Well…my mom thinks dad is cheating on her." She said crossing her arms in uncertainty.

This alarmed Ben, he always thought his uncle was a decent hardworking man, he definitely seemed more the type to be loyal and faithful instead of a cheater. Maybe there was more to this than anyone else knew.

"well what can I do?" Ben asked looking concerned. Gwen gestured to the dining room the lights were dimmed and he could barely make out the shadowy figure of his aunt sitting at the table with her head down.

Ben walked over to her while Gwen stayed behind and hoped her lover could boost the spirit of her mother again.

"Aunt Lily?" Ben called out to her softly as he approached her form, she was resting her head on the table of the dining room with dry tear streaks down her face. She was wearing her usual domesticated outfit of a white sleeveless blouse underneath a green short sleeve open shirt and a navy colored short skirt. She was very attractive regardless of her age and she aged well, but the face she was wearing now looked to be in dire need of comfort.

"Hm? Ben?" She choked out raising her head off the table to see the worried face of her nephew. "What are you doing here?"

"I came because of you. What's going on, Aunt Lily?" Ben asked gently as he took a seat next to her.

"Well, not to burden with anything, but I could use someone to talk to about this. I know Gwen knows, but maybe you could help. I think your uncle Frank is cheating on me with another woman." She explained as she took out a crumpled up letter she was clutching in her right hand and held it out to Ben.

He took it and opened it up to read it, it was short and in uncle Frank's handwriting, all it read was a message about a meeting place and directions, it was meant to be sent out to someone named 'Millia'. Ben didn't know what to think, it could've been a friend meeting with another friend, but who knows.

Ben simply pulled his aunt into a hug and patted her back, the only thing they could do was wait and see when his uncle comes back home and explain himself.

Suddenly Ben felt a vague yet familiar sensation run through his body, unknowingly his pupils lit up in bright pink as well as Lily's.

"Hmmm, you're so warm, Ben. I didn't know you had this build either." Lily purred rubbing Ben's chest in circles.

'Uh oh. Better stop this before…..ooohh crap the charm…. Effect is messing with up my head…' Ben felt dizzy as the familiar magic of the charm went to work on his body, his erection was springing up inside his pants and whatever willpower he had remaining would soon fade when Lily did this next: she pulled back and placed her hands at the hem of her under shirt to pull it up to reveal her lacy violet bra cupping her C-cup breasts.

Ben knew he couldn't be able to resist especially with the charm making his sexual urges stronger, even the tiny voice inside his head saying lines like: 'she's your aunt!', 'She needs comfort, not sex!' and etc were fading into silence as Ben now felt enslaved to the charm yet again. He was beginning to think his issues with the charm were now getting bigger instead of smaller.

"Hm!" Lily moaned when she received Ben's forceful lips on her own, she gratefully accepted and dove her tongue into the youth's mouth.

Ben always thought she was a bit of a looker, even if she was his aunt, but this was certainly filling a fantasy quota, it was too late now to pull back since the charm was making his body follow it's needs first.

She slid her slender left hand down to his crotch area of his jeans and rubbed along his bulge through his pants.

With a zipping sound and a tug his pants were yanked down a bit so his erection can spring free for Lily to admire. Gently leaving the kiss, both with eyes aglow with pink energy, they continued. Lily undid her bra and let it fall to the floor revealing her breasts in all their glory to the teen hero, Ben also removed his jacket and kept his shirt on while Lily dove her hands underneath her skirt to pull out her panties from under.

On the floor were her panties along with bra, and Ben's jacket, she seductively looked at him with a wink then sat back on the chair spreading her legs apart. Wearing nothing she hiked up her skirt to show the teen her mature and slightly haired snatch ready for action.

'This is so wrong.' Ben thought with what little rationality remained in his mind at the moment was overwhelmed by desire for the redheaded mother of his other lover.

Hypnotically rising up from the chair and adjusting himself to position his body, Ben felt the tip of his manhood touch the entrance of Lily's mature yet moist and youthful vagina.

"Hhnn!" He gave one swift thrust and little by little he was invading her depths, she was moaning in her throat while containing a look of bliss.

The moist wet passage of the womanly flesh suctioned in Ben's rod and the feeling alone made him feel ready to blow.

"Hhmmm, Ben. Keep going." Lily purred placing her hands behind the neck of her nephew to pull him closer. Her ankles crossed each other around Ben's lower back as his appendage kept pumping into Lily, it was a bliss similar to how Gwendolyn felt or even Turbine or Holiday. Truly, older women felt amazing and were very experienced.

"Give me a kiss, kiddo. Not a family one either." She said craning her head forward a little bit to capture his lips with hers and move her tongue around inside his mouth.

Her skirt was still on and hiked up to her belly button while she kept her upper body clothing pushed up as well.

Quickly Ben's hips started hammering away at a faster rate thus giving Aunt Lily a reason to tilt her head back in pleasure. Her toes curled up and her vice like grip on Ben's torso with her legs became tighter, Ben then moved his head to one of her bouncing breasts and gently sucked on her left nipple. He used his right hand to squeeze and fondle the other breast causing her to grit her teeth. If this was comfort in her time of need then Ben certainly filled that need a hundredfold.

"Oh yes! Ben!" She yelled out feeling time coming and her body sweat more.

'I-I can't believe I'm doing this with aunt Lily! T-this is too much! I'm gonna lose it!' Ben thought feeling his climax coming lightning fast. He let go of her breast with his mouth and she craned her head over again to pull him into a deep lip lock, both moaned as they each reached a unified orgasm.

Her hips undulated wildly underneath Ben's body making her pussy muscles contract strongly on Ben's organ.

"Oh Lily!" Ben let go of her mouth and hollered out her name as he felt his hips bucks wildly against hers causing him to let loose a current of sperm into her womanly depths.

Over and over his hips jerked and each time he spurted out more white cream into his aunt until a few more twitches lead to his finish. After spending his load he collapsed and rested on top of his aunt who in turn felt exhausted all the same.

Both were panting but Lily was the first to say something. "My my, Ben. I don't know what to say….except thank you." She said wholeheartedly and smiling. "I found out from Gwen about your little magic love spell recently when I noticed a few odd things about her behavior around you."

Ben's eyes opened wide in alarm and he felt panicked until his aunt gave him a reassuring pat on the back or butt in this case.

"Don't be so worried, Gwen shared her secret with me willingly after I confronted her about it, I'm mad incase you were wondering. To be honest this wasn't on mind that much when I found that suspicious letter addressed to Frank." She said sighing at the mention of his uncle's name.

"Aunty Lily, I don't think it's what it looks like, maybe we misunderstood the context of that letter." Ben theorized. She rubbed an index finger soothingly along his face.

"Maybe, but I won't know for sure until he gets home first." She said brushing a bang out of her face. "Thank you again, Ben. I really needed that, but this stays secret from everyone else, got it?"

"Trust me, that I understand more than anything. I don't want to be a home wrecker, ya know." Ben said trying to remove himself off of her, but lily locked her legs around him again to prevent him from leaving.

"You didn't let me finish, until I hear what my husband has to say about his little secret then I may need you again, Ben. I have needs and if worst comes to worst I'll need someone to love me when I need it the most, you're the only person I would think of, with or without that charm of yours. It's your decision though." She said sincerely looking into his eyes.

Ben thought for a minute then nodded and smiled. "Yeah, I'll be there for you if it comes to that."

Lily pulled him into a deep sensual kiss. "You're so sweet. No wonder my daughter is so very much in love with you. I hope those other girls you have aren't jealous types."

'I hope not either.' Ben thought briefly before thinking of another questionable thought. "By the way did Gwen set this all up?"

"I'd say it was her surprise idea to send you over here while you were wearing some kind of 'lady killer aura', but I think she was looking out for me as well as worried about our family's future." She said looking over to see Gwen walking over to them with a pleased smile on her face.

"You two looked like you had fun." She said walking over and giving a quick slap on Ben's bare ass.

"So this was your idea?" Ben asked even though the answer was pretty much already given.

"Honestly yes, part of me believed dad was cheating on mom and after seeing her like that, I didn't know what else to do or think up another way to console her. So I thought of you, Ben, since you have a way of turning every gal's black cloud of doubt into a sunny day of hope. Sorry that I didn't tell you sooner-" Gwen was cut off by Ben slapping her butt.

"You don't have to apologize for anything, Gwen. I was glad to help, surprised, very much, but glad to be here for you two." Ben said while Lily rubbed his back in circles. "This might be a little awkward during family get-togethers though."

Lily chuckled. "Awkward or more exciting, if you know what I mean." She said smirking and caressing her legs along his back some more.

'Man that feels nice.' Ben mentally commented feeling Lily's smooth legs glide across his back.

"Hey, feeling a little left out here, ya know." Gwen said smirking as she unbuttoned her shirt teasingly in front of Ben. Ben felt himself get re-hardened at the sight and Lily looked between the two and grinned.

"Well now, how about a mother-daughter tag team, Ben? Feel up to it?" Lily said nudging her exposed breasts against his chest. "Ooh I guess you do." She felt Ben's cock get hard inside her moist passage. "Let's let Gwen clean you off first, shall we?"

Getting the message Ben lifted himself gently off of her and with a wet slicking sound his cock sprung out wet and partially covered in cum.

Gwen finished undoing her shirt and revealed herself to be braless, she trudged her jeans down so that her white cotton panties were visible. She then crawled seductively towards Ben, who was now sitting on the chair with his dick standing ready for attention.

Lily sat up as well and noticed some of Ben's essence dripping out of her snatch, Gwen had more than experience doing this with Ben, but she was always ready to learn more.

Placing her lips at the tip she gently kissed around the top and trailed her kisses down his shaft softly. Lily watched in interest as her daughter went down on their shared lover, she was already out of her gloom and despair and ready to join in the action.

Closing her lips around the head of the cock she began licking the tip from within her mouth causing Ben to moan slightly. Gwen decided to take it deeper so that his shaft was now being licked eagerly by her tongue from within her mouth.

Ben moaned out her name loudly and tilted his head back while she paced up her slurping on his meat. Gwen's head continued bobbing back and forth on it and making sure she gave extra suction as to increase pleasure and clean off all the leftover cum on it, both her mother's cum and his.

'Damn she's a fast learner!' Ben thought when he felt his limits breaking, but something got him by surprise: another pair of lips took over from Gwen was sucking.

He looked over and saw Aunt Lily taking Gwen's spot and sucking his dick instead, the difference was astonishing to say the least, Lily had more experience and she was showing it.

"Oh god! Aunt Lily! You're amazing!" He called out tilting his head back once more and unknowingly the two redheads made eye contact and nodded to each other.

Gwen moved closer and Lily moved slightly to the side of Ben's meat rod and both lips were on his cock slurping on each side of it.

'Holy-!' Ben thought looking down again to see mother and daughter licking and sucking on both sides of his manhood. Words were beyond him now as this was fantasy made reality.

Lily traced her tongue along the top half of his meat so that she can both lick the shaft and suckle on the tip while her daughter gratefully enjoyed the other side of the shaft as well as his nutsack.

Clutching the seat cushion of the chair he was on Ben felt his dam burst and girls knew it, so they waited for it while Lily used her left hand to jack Ben off.

"I'm cumming!" He grit his teeth as his wang twitched violently as it spurted out copious amounts of semen onto the faces of Lily and Gwen all at once. Their mouths were open and some of the seed landed on their lips and tongue. Numerous spurts of white creamy substance cascaded along the teen redhead's face and lips and the same went for her mother, after a few more shots of spunk his dick ceased cumming.

So much sperm covered their faces and Gwen had a naughty idea of how to clean up, making sure Ben was looking, mother and daughter faced each other and pressed their lips together.

Ben was simply too speechless to say anything, he was watching his hot aunt make out with her daughter with his sperm all over their faces, it was like out of a stag movie.

Lily's lips moved along her daughter's with cream covered lips, they were swapping Ben's essence with each other and made sure he witnessed their tongues worming over each other's.

Gwen then moved her lips off her mother's and went to her cheeks to lick off some of the of the cum on her face. Lily felt immensely aroused as Gwen continued tasting and licking Ben's semen off her face.

Lily then did the same and made sure she got every last bit of jizz from her daughter's face into her mouth. With a loud gulp they each swallowed their share and looked satisfied with their romp with Ben for tonight. After laying on the soft floor with him cuddling at his side for what felt like an hour of rest, they got dressed and cleaned up before Ben's uncle could return home.

Ben made sure to be there for Aunt Lily incase it was true his uncle was cheating on her, but he really hoped it wasn't. Lily gave him a deep goodbye kiss that aunts don't usually do, to Ben before he left the household. Before he drove off Gwen blew him a kiss, as he returned home his mind was on other things aside from his session with Aunt Lily: What if he did get Holiday pregnant? What if he got Elena Pregnant? What about both? Would he be ready?

It was late at night when he returned home, his parents were asleep of course and Ben went down to the kitchen in his sleep wear to get some water out of the fridge before he went to bed.

"Ben, honey? Is that you?" A mature feminine voice spoke from within the darkness and Ben turned to see his mother in the kitchen doorway.

"Yeah mom it's me. Can't sleep?" Ben asked from the side of the open fridge door. He didn't see what she was wearing and assumed it was her usual pajamas, but boy was he wrong. When he closed the fridge door his eyes popped wide open at what she was wearing: a nearly transparent light green nightie that gave his mind unwilling dirty thoughts.

"Uh mom? Why are you wearing that?" Ben asked nearly letting the glass of water slip out of his hand.

"Oh this?" She blinked and gestured to her somewhat revealing outfit. "It's the anniversary of your father and I, the day we met and fell in love. "What do you think?"

"I think it's very…sexy? Not something for a son to see though." Ben stammered blushing.

Sandra was very attractive for her age, similar to Lily except her eyes green and her hair was medium length blonde, she was actually very beautiful. That was bad news for Ben's charm effect.

Sandra giggled. "Sorry, kiddo, but I had to come down to see it was you that was down here. Well I'm off to bed then, I hope seeing your mom like this doesn't give you nightmares or anything, hehehe." She walked back upstairs chuckling.

'Oh I hope not, in fact it might be the opposite actually.' Ben thought hoping the charm magic wouldn't pull another fast one on him again, he shuddered at the thought and drank his water.

After getting into bed he instantly fell asleep, soon dreams would overtake his mind but not before a familiar pink aura lit up around him.

He stirred a bit before his magically manipulated dreams began to occur within his mind.

(In Ben's dreamscape)

"Hm? Where am I?" Ben stirred up in the dreamscape world which was at the moment his own room, he was rising from bed until a feminine hand pushed him back down gently. "Huh?"

He appeared to be groggy and slow until he saw something or someone that made his body go alert mode.

"Mom?" Ben was surprised at seeing his mother in his dream and having everything feel so realistic at that, but what was more shocking was that she was wearing a transparent nightie with see through fabric fully showing her D-cup breasts to him.

'What the hell?' Ben's mind raced and his heartbeat accelerated with excitement.

Her hair was slightly messy but in a sexy way, her eyes looked sexually hungry, and she was crawling on Ben's bed towards him seductively.

'What's going on here?' Ben thought panicked right before Sandra spoke.

"My my, Ben. Do you have an erection just from looking at me? Naughty boy, maybe I need to spank you, hm?" She said purring, she was completely on top of him thus preventing him from escape, not like he could run anyway since he was too shocked to move.

"Mom what are you doing?" Ben asked in alarm as he felt her slender smooth right hand glide underneath his sheets to rub his crotch in rotation. Ben couldn't figure out why he couldn't move or why he liked it, but all he knew was it's going to happen.

Sandra then used her other hand to grab and guide Ben's right hand to place it on one of her breasts.

"Do you like doing this, Ben sweetie?" She asked gently yet seductively as she inched her face closer to his. This was all a dream but it all felt terrifyingly realistic to Ben.

Ben's body couldn't lie and reluctantly nodded, she whispered 'good' and captured her son's lips into her own.

It felt amazing and weird at the same time, but Ben went along with it and continued to make out with the older blonde woman. Her lips and tongue showed much expertise as she drove her tongue down his throat and sucked on his lips elegantly.

Ben could feel his manhood getting rock hard, Sandra sensed this and slid her hand into the open fly part of his pants to stroke his member. Her fingers gripped his rod gently and started stroking a little faster thus making him grip the sheets of his bed.

She broke the kiss gently leaving a dazed look on Ben's face and said something else: "Hhmm, does my boy find me attractive? I guess so since your log down there seems to." She enjoyed the look on his and the attention his cock was ready for.

"Well then let's do something about that, sweetie." Sandra said pulling the comforter down so that his erection was standing proud and ready for it.

Much to Ben's surprise and arousal Sandra hadn't been wearing anything at all underneath that transparent nightie, she pulled down the straps and top part of her nightie to fully show her luscious breasts.

She reversed her position so that her back was shown to him and hovered her lower body over his cock, with a thorough shove and drop she drove her snatch onto her son's erect member.

Ben immediately tilted his head back in euphoria as his mother adjusted herself to his length looked back at him with a sultry smile and gyrated her motherly hips on his member.

'Whoah she's surprisingly tight! This is insane..! T-this is my mother and I'm enjoying this..!' Ben's mind went frantic as the older woman continued gyrating her hips on her son's meat, the warm wetness of her snatch felt exactly like Lily's if not a little different.

Ben's hips started thrusting upwards on their own in accordance with his mother now pounding herself on his member. Sweaty flesh slamming into each other wildly, mother and son in a false dream world yet so real, Ben grabbed her hips with his hands and increased the pace of his thrusts.

Sandra's breasts were bouncing up and down along with her body, her son's manhood inside her was driving her crazy, and her lust went over the top. Her hair was swaying with her as she increased the force in which she bounced onto Ben's meat.

His thrusts started becoming faster and faster until he shouted out her name as his climax came, hers came too and she slammed her hips down one last time before her pussy muscles contracted.

Ben felt the woman's vaginal muscles contract and suction on his cock, the pleasure was way too much and he came inside her full force. His cock jerked violently as he shot load after load of incestuous cream into the blonde milf. His hips twitched a few more times and deposited some more cum into Sandra Tennyson before going soft to rest.

Ben felt relaxed now and Sandra crawled up to him to curl up against his body comfortably.

She placed a hand on top his face and pulled the boy into a deep loving kiss and whispered a few words into his ear seductively before-

(End dreamscape mode)

"Ah!" Ben shot up awake and fully aware of the dream he just had. "Oooh.. that was all a dream…a very very disturbing dream, but whew…" Ben said to himself as he felt the familiar feel of the real world and his bed. It would indeed be very awkward to see his mother for real in the morning, that sex dream was too real and too intense not to be.

Ben looked to the side to see that his cellphone vibrated and the screen lit up signaling that he received a text message just now. He picked it up and flipped it open, it appeared to be from Doctor Holiday.

TO: Ben

I have some special news for you:

I'm Pregnant!

Come see me when you can.

-Love,

Cassandra
Chapter Fifteen: Date with a Hollywood heartbreaker

By Auumaan

Dropping the phone in utter shock Ben felt like his body was turned to stone, he just read a text message from hot scientist that told him she was pregnant! Automatically a weight of a couple hundred pounds felt like it was falling on Ben, he slumped back on his Ben more tired than he'd ever felt before except he wasn't drifting to sleep.

'S-she's pregnant? I'm going to be a father?' Ben thought as he felt his entire world suddenly become different, he always figured Gwen would be the first mother of his child, this certainly was a surprise. If he had known about the pill effect the charm allows then he would have made the promise to give her a child eventually instead of right on the spot.

His cellphone vibrated on the floor with a light ringtone, it was a call this time and Ben felt compelled to reach over and see who was calling: It was Holiday. Slowly flipping it open to accept the call Ben placed it against the side of his face ready to listen.

"Hey?"

"Ben, it's me. Did you read my message?" Doctor Holiday's voice spoke from the other side. Even on the phone her feminine voice carries a lot of elegance.

"Yeah, so I guess I'm going to be a father then, huh? I figured that wouldn't so early in my life, I might have to get a job now too. Hehehe." Ben chuckled a bit nervously at the last part, he was nervous alright, but he was trying to make this optimistic.

"What's your say in it, Ben? Do you want to be part of this life? I know you're young, but I wouldn't force it on you unless you truly are committed." She questioned.

'She's straight to the point, huh. Well, this was going to be happen sooner or later, maybe as a full-time plumber I can earn enough to support her and the kid, I wonder what to name it?' Ben thought before answering. "Yes, I want to be part of your life and this child's, I know I'm not ready but I'm willing to do all I can. I-I love you that much, pardon the cheesiness of that last part." Ben stated seriously before hearing a relieved sigh on her end.

"Ben you don't know how happy I am to hear that, I'm sorry, I truly am, but that message I sent was a test." She spoke shocking Ben completely.

"W-what?"

"I'm not pregnant, Ben. I figured you're too young to be a father this early in life, but with all the unprotected sex I thought it might've happened eventually and I wanted to see if you were ready to be responsible if the time came. I apologize for the deceit, Ben." She spoke sadly.

At the moment Ben felt two very different feelings: one being immense relief that she wasn't pregnant and another was a bit of anger at being lied to about such a thing, but he remembered her face and her warm smile when she made love to him. She was by no means a bad person or a manipulative one, she was just trying to see if he was ready for such a new world, he loved her and she loved him, that's all that matters.

"Cassandra? You there?"

"Yes, I was beginning to think you were silent because you were angry with me, how do you feel?" Her voice spoke softly.

"Well I guess I'm a little surprised and relieved, I'm not ready, but if I do happen to screw up then I guess it'll be high time to step up. Hehehe."

"That's good to hear, but that charm effect of yours is pretty dangerous, Ben. Anyone could fall under it and even you're not safe from it, if it spirals out of control then you wouldn't have just one bundle of joy, you'd probably have dozens." Holiday warned making Ben gulp nervously.

"Well actually about that…" Ben began to explain what CC told him about the pill effect the charm possessed. Holiday understood it all quickly and now she knew not to voice a pregnancy proposal if there was a chance she could get pregnant with extreme certainty. She wanted a child sure, she was nearing her thirties and wanted a baby before the big three o. Ben wanted to be involved and she didn't want to put that on him, not until he was ready yet anyway. It was comforting to know she had found a very likely husband-to-be in Ben.

"So you have me onboard with all your other ladies, I hope you treat us all nicely." Holiday said with a sweet smile on her face.

They spoke more over the phone with pillow talk among other things like dirty talk as well, late into the night they chatted and then planned another 'date' for when Ben visits the lab again on this Friday.

"Well goodnight then, Ben. Love you." She said making a kissing sound over the phone.

"Night, Cassie. Love you too." Ben said before clicking the 'end call' button on his phone. He looked over at his alarm clock and noticed it was half past one in the morning, badly needing sleep he adjusted himself so he can pass into the world of slumber again. Unknowingly he was about to have another sex dream with a certain blonde milf.

(Dreamscape mode on)

"Hmm? Whuh?" Ben said groggily before realizing he was sitting on one of the reclining chairs in his living room household. "I know I'm dreaming, but oh no…not this again." He moaned in slight despair as he remembered the feel of realism only one kind of dream had.

"g'morning, sweetie." An alluring voice said and Ben knew what to expect when he turned around to see a site that made his jaw drop. His mother was leaning against the doorway to the kitchen wearing absolutely nothing underneath a covering white apron, she was leaning against the frame with one leg lifted and a sexy look on her face. Instantly Ben felt his rod poking through the fabric of his jeans.

It was sexy sight of unbelievable proportion, but all the while every bit as disturbing as the last one. He was seeing his own hot blonde mother in naked apron style.

She walked alluringly over to him and knelt down in front of her son, apparently unable to move just like last time.

"It's early in the morning, sweetie. I don't know why you're up, but I definitely know why that thing is." She said in a sultry tone and gestured to Ben's erection bulging through his jeans. Once again Ben's body felt unable to move or obey his thoughts, the only part of his body doing any thinking is the part that Sandra Tennyson is now massaging.

Her lightly toned hands were both simultaneously rubbing along the bulge in front of her, then without further delay she used right hand to zip and pull his pants down a bit thus revealing his erectile manhood.

'How do these dreams keep happening? Is the charm spell messing around with me again, I mean come on! This is my own mother here! Why is it giving me these weird sex dr-' Ben thought before his train of thought was cut off by Sandra cupping his balls in one hand and using her other one to stroke his shaft gently. Ben gripped the armrests of the chair he was in, the feel and the bliss she was giving was intense and very arousing. The fact that she was a dream version of his mother was clouded by the fact she was a stunning blonde milf.

'Ooohh can't think straight..she's- unnghgh!' Ben's mind was blissfully distracted by Sandra now cutting out the middle man by placing her son's cock onto her tongue. Closing her lips around it she hummed and while it was inside she used her tongue lick the tip in circles.

Ben looked down for a moment and she looked back at him and winked before moving her head completely down on his length. She took it all in and put effort into suction.

"Oh wow!" Ben undulated his body in reaction. Sandra continued deepthroating him and pushed her mouth even farther to where her nose ticked his pubic hair a bit. 'T-his is incredible..! I shouldn't even be enjoying it, but still-!'

Sandra's smooth lips were slurping over his shaft and back in repeat motion, the look in her eyes pretty much told she was just getting started. Ben's hands suddenly went to her head and took hold while she continued inserting his length into her and retracting from it. She accelerated her bobbing and increased the suction she was giving, nearly pushing Ben over the edge, but he held strong. Every now and then he heard her moan in satisfied taste, but then Ben slowly rose off the chair and Sandra rose up a bit as well.

They now got into a position where Sandra's back was against the couch of the living they were in and Ben was standing and repeatedly shoving his cock down his mother's throat. It was face humping done incest style and Ben's body was greatly enjoying it. Slowly he shifted his hips back and forth as to enjoy more of his mother's throat cushioning his member, they continued like this for a few more minutes until Ben's hips started moving faster. Sandra gripped around his rear for a better grip while Ben's meat continuously slid into her throat at an accelerated rate until now.

Ben suddenly halted his thrusts and felt his lower body twitch and shudder as he emptied the contents of his nutsack down his mother's throat. Multiple shots of semen cascaded the inside of her mouth while she eagerly kept sucking on Ben and swallowing everything.

Before anything else could continue Ben opened his eyes and found himself in his bedroom on his bed again. He was sweating as if he lived the dream in the real world, he looked around and had a slightly confused expression on his face.

"Jeez that felt too real, just what's the big idea with these dreams?" Ben muttered to himself as he stretched himself out of bed, it was still early in the morning and he didn't have to go to school yet. "I need to talk to someone." He said thinking about the early other person he could speak with at this time in the morning. 'I can't believe I'm gonna do this.'

Later…

"Soooo, why are you here again?" Kevin asked standing in the main doorway of his house. He heard a knocking and lazily got up from his couch to see it was Ben looking distressed. Kevin was still in his fatigue muscle shirt and plaid pajama pants, he was eating a bowl of cereal until now.

"Hey Kev, I think I'm going crazy. Need some help." Ben stated plainly. Kevin cocked an eyebrow at him and munched some more of cheerios in his mouth.

"Might be a bad time, dude. I uh have a guest over right now." Kevin said scratching the back of his head.

"This early? Who could that possibly be?" Ben said wondering about it until he saw a certain biker chick sneak her arms around Kevin's waist.

"Hey green lantern, what's shakin?" A familiar redhead with medium length short hair and slightly pale skin said while wearing one of Kevin's large shirts over her body.

It was Joanna (AKA Rojo), she looked completely the same as she did five years ago and she looked like she had quite a good night with Kevin. Her hair was a bit messy and Ben could bet she wasn't wearing anything underneath that overly large shirt she's wearing over her body. Aside from not changing in appearance, she remained petite and lithe, it was quite a sight indeed.

"Joann?" Ben said surprised and figured this was why Kevin didn't want guests at the moment. 'Oohhh. Oops, maybe I can ask Grandpa instead?'

"Ooh well, I guess I'll just check out the movies or something." Ben stated awkwardly hoping not to ruin their time together.

"Yeah you might want to do that, maybe for the next…. four hours?" Kevin said asking the last part to Joanna who nodded with a smirk.

'Well so much for talking to Kevin about my screwed up sex dreams. If I try to talk to any of the girls it would probably result in them getting angry or getting lured into sex.' Ben thought before greeting Joanna and waving a 'see ya later' to Kevin.

"See ya, dude." Kevin said before munching on more of his cereal.

(Even More later…)

'Maybe going to a movie will clear my head.' Ben thought while he stood leaning against the brick wall outside the movie theater. He noticed he was leaning against a poster on the wall that showed an image of some teen romance movie titled 'Darkfall'. "What is it with the vampire popularity these days? This is like the umpteenth vampire related franchise this month." He muttered to himself as the line he was in moved forward a bit closer to the box office.

"I know, right?" A female voice said standing to his left. He turned to see a cute girl about his age wearing glasses and wearing her short blonde hair in a sexy librarian way. She was wearing a catholic school girl uniform and had mystifying blue eyes. "My friend wouldn't shut up about it, like a craze with girls nowadays. Thankfully I'm not into it."

"Yeah, aside from all those other Halloween themed movies this one seemed like it was a parody of Twilight or something. Infact that's kinda why I'm in this line." Ben said shrugging.

"Hate to break it to you, but this isn't a spoof movie. It's a legit film that's pretty much another 'Twilight'. By the way my name is Carlie Cooper." The cute blonde girl said reaching out her hand, Ben shook it and smiled back to her.

'She's pretty cute.' Ben thought before the line moved again. "The name's Ben,I kinda hoped it was a parody movie, oh well. At least any movie at this point will get my mind off certain things."

"Disturbing things?" Carlie asked looking slightly sympathetic.

"Rather not talk about it, too weird to explain. Heh." Ben sighed chuckling a bit before looking at her then noticing the line moved again. "Why is there a line anyway? It doesn't seem like it could attract this many people." Ben wondered looking over at the box office area where a red carpet was laid out along with the expected velvet rope lines.

"This is the reason." Carlie said gesturing to a post on the wall where the promo poster of 'Darkfall' was. It featured the cliché image of two starcrossed lovers looking into each other's eyes: one of them being a beautiful blonde young woman locking eyes with a pretty boy stereotype.

"Huh, now I'm starting to reconsider seeing this movie. This is the big deal today? I just don't get it." Ben said cocking an eyebrow.

"Well it's not just the movie, but the actress right there is appearing in person here at this theater. In fact here she comes right now." Carlie said looking over at the white limousine driving up to the curb in front of the red carpet.

The side back door of the limo opened up and out stepped a gorgeous blonde girl wearing a dark violet short dress, her eyes were blue and she had a very confident look on her face. Ben briefly looked at the poster again and nodded his head, yep it was definitely her in the flesh. It was Jennifer Nocturne; the actress that plays a major role in 'Darkfall'.

She stepped out completely and stood in a photo ready poise, she began walking along the red carpet amongst the cheering fans and then stopped to turn around and wave. Her two escort guards walked along with her on the red carpet path until something much unexpected happened.

Two red laser blasts popped out of nowhere from above their line of sight and blasted the guards.

"Aaah!" Jennifer screamed out in panic. Then from above six masked men jumped down holding what appeared to be laser rifles, one of them took the actress hostage and the others kept a tight perimeter and held out their guns ready to fire if need be.

"Nobody move or the movie star gets it! We have demands and you sure as hell better listen to them!" The henchman holding the girl yelled out.

"Man that's bad acting alright." Ben said shaking his head, he was convinced this was a stunt to promote another movie or something. Carlie however wasn't fooled, this was real and someone had to do something.

Another one of the started firing randomly into the air hoping to intimidate the crowd more, Ben now looked alarmed, now he understood it wasn't fake.

'Ookay! Hero time!' Ben thought jumping out of the line and over the velvet rope line. The henchmen weren't looking when Ben slammed his right palm down on his ever so faithful Omnitrix. A bright green flash lit up the area thus catching the attention of the henchmen, the green glow died down revealing a small blue monkey with four arms.

"Party time!" Spider-monkey said grinning as he quickly leaped to the lamppost and shot a web line out of his tail to snag one man's laser rifle. A loud smacking sound was made when he used the snagged weapon as a whip and whacked it into the faces of three henchmen.

"Whatever the heck that is shoot it!" One of them shouted as the henchmen all fired at Spider-monkey, who was easily flipping and dodging the shots until he landed on the shoulders of another henchmen.

"Uh-oh."

"You got that right, dude." Spider-monkey said before grabbing the man and flipping as to hurl him onto two more henchmen, knocking them out cold. 'Three down, three to go.' He thought while hearing the crowd of people cheer for him.

"Eat this, you little freak!" One of the remaining henchmen said firing at Ben, who zipped out of the way and easily evaded the laser shots until he got close enough.

Another smacking sound was made when Spider-monkey punched that henchman in the face with two of his right arms. Before the other one fired, Spider-monkey shot another webline out of his tail and snagged the henchman himself. "get over here!" he said yanking the man out of his spot and tossing him headfirst into a lamppost thus knocking him unconscious like the rest of them.

"And then there was one." Ben said looking back at the remaining henchman holding Jennifer Nocturne hostage.

The gunman was shaking clearly freaked out about the alien hero easily beating up his crew. "N-no one said anything about a blue monkey! I-I'm outta here!" He said panicked and let go of the girl as he attempted to run, but Ben was two steps ahead of him. A web line shot out and snagged the man's pants, with a yank spider-monkey pulled on it thus causing the henchman's pants to drop revealing his boxers.

"What the-! Hey!" The henchman was beyond embarrassed as he was then tripped by the webline right after. Spider-monkey leaped to the wall beside the downed gunman and webbed his body down, he was bound to the ground and not capable of moving.

"Bad guys beaten, who's up for chicken wings?" Spider-monkey said to himself and landed on the ground where the crowd of movie goers cheered and applauded him, the law enforcements came to detain the henchmen while an ambulance tended to the two escort guards.

'Wow, aren't I popular today?' Spider-monkey thought he transformed back into Ben. Just then Jennifer ran up to Ben and pulled him into a grateful rewarding hug.

"That was amazing! You must be that alien superhero that's been on the news all the time! I'm like your greatest fan." Jennifer Nocturne said pulling back from the hug and gave a flirty smile causing Ben to blush.

Cameras were flashing and snapping pictures of the two like no tomorrow, Carlie was looking on in awe and amazement, as well as some jealousy.

"Well, yeah, I'm a superhero. My name's Ben." Ben said modestly as he was in a nervous state, but Jennifer did something else out of gratitude that completely erased Ben's nervous feeling.

She pulled him into a deep kiss that not only shocked Ben but caused the paparazzi to start shooting pictures like crazy. It was probably out of being starstruck, but Ben felt like a million bucks right now, he was being frenched by a smoking hot celebrity.

Suddenly his eyes shot open as he remembered that he had an unstable charm effect still on him, he tried to break from the kiss gently but her hold was strong and he didn't want to look repulsed by her in public. Thankfully she broke the kiss before Ben could do anything, then she held him into a pose with herself for the photos. Cameras were flashing continuously and Ben felt an ill omen involving angry girlfriends and the celebrity actress coming his way, he just knew it.

'For some reason I'm feeling like Gwen is gonna kill me, or her probably, but why didn't the charm effect kick in? Did it finally lose power? Maybe she's immune somehow? Hmm, who knows, I guess I'm grateful the spell didn't that kiss into sex on the red carpet.' Ben thought before she hooked her arms around his and led him into the theater while the media was recording everything.

"Are we a celebrity couple or something? I haven't paid for my ticket." Ben said to the side to Jennifer. She looked back at him winked.

"Don't worry about it, you're with me and we're just walking in for the movie without charge. No big, right?" She said as onlookers whistled and stared with mouths agape at the apparent celeb pair.

Ben wasn't famous or anything, his reputation was widely known by aliens across the universe, the Plumbers, his women of course, and just a few people here and there. The public didn't know him yet and there were only a few times when he had to go hero in public and it wasn't widespread news that he was one of the many aliens seen on television.

"Huh, so we're seeing your movie, huh." Ben said reading the title of the film in the theater they were going into.

"Hope you like it, afterwards you can come with me to the after party. It'll be fun. If you want to, of course." She said gently. Ben shrugged and nodded and they went in to see 'Darkfall.'

'How bad can it be?' Ben thought in mild hope.

(Later…)

'It was terrible…' Ben thought walking home with his hands in his pockets, Jennifer herself was a decent actor, but the movie was badly written and the plot was all over the place. After the movie they went to the after party where Jen introduced Ben to all her famous friends acquaintances, Ben was starstruck yet he kept his cool when he met them. He even kept restraint when he saw Jet Li and Will Ferrel, he almost freaked out, but kept his cool nonetheless.

"Man that was awesome." Ben said looking up into the sky. Jen gave him her number as well, but he wasn't sure he should use it.

"Ahem."

Ben looked and felt his body turn to stone when he saw Gwen, CC, Julie, and even Elena and Holiday , all standing there in front of his house with their arms crossed looking at him glaringly.

"Eh..?" Ben said feeling his soul drained away, metaphorically speaking of course, as he was feeling the laser glares of all these girls and women. He was surprised to find Elena there even though he hadn't told her yet about the harem idea. She was wearing her usual red leather jacket and blue jeans attire, but her face showed displeasure.

"Evening, ladies?" Ben said nervously scratching the back of his head.

Julie was the first to say something. "So Ben, you and Jennifer Nocturne, hmm?"

"Hoo boy." Ben said to himself as he felt this was going to be a long night.

(Several minutes later….)

They were inside Ben's living room, his parents were away at the moment and the girls were seated along various sitting spots in the living room listening to Ben tell his side of the story.

"I thought it was some kind of movie promotion or something, turns out it wasn't, so I went spider-monkey and knocked them around a bit until the police came. She was grateful to me for saving her life and hugged me, the next thing I know is…"

"She frenches you on live television. We all saw it, Ben." Gwen finished for him. She didn't look none too pleased, the same look was every gal's face.

"What do you think, Elena?" Gwen asked looking to her side where the brunette stood.

"I think it was an honest mistake, she kissed him, not the other way around, but Ben when I said I was open minded about 'sharing' you." She gestured her right thumb behind her to all the girls. "This wasn't what I had in mind."

Ben slumped his head, now he truly felt guilty for not telling her sooner. "Look, Elena I-"

"Don't apologize, Ben. Gwen told me everything and I'm well…" Elena approached Ben and cradled his head on her chest. "…I'm ok with it. Really, it may take some getting used to, but I'm willing to deal. As long as you don't take us for granted, you know." She said soothingly while some of the girls were still glaring sternly at Ben.

"Ummm aren't we supposed to be mad at him?" Gwen asked smirking at the two.

"I agree, if you try to recruit every single beautiful woman you meet then I think you're just thinking with your wang. That's not the Ben we all know and love." CC stated sincerely as she leaned along the couch.

"I didn't try to 'get' with her. She just snuck one on me. Honest." Ben stated honestly while Elena went behind him and rested her head along his left shoulder.

"We know you're telling the truth, Ben, but we're gonna need some closure on this." Julie said looking devilishly at him. Ben gulped nervously and wondered what kind of punishment they had in mind, part of him hoped it was a naughty one.

"And there's only one way of getting closure, Ben." CC said rubbing her palms together. The rest of the women looked at each other and nodded.

(Later…)

'You got to be kidding me.' Ben thought in sullen despair as he was walking behind Gwen,CC, Julie, Elena, and even . Ben was walking a snail's pace since he was holding approximately thirteen shopping bags of miscellaneous clothing. The girls were all ahead of him window shopping here and there while he was struggling with the bags.

"Man I'd hate to be you, hehehe." Kevin chuckled walking alongside him holding Joanna's right hand. Kevin wasn't holding any bags seeing as how Ben was the only target, the girls didn't like Nocturne and they shared a mutual distrust about the blonde celebrity. When she snuck that 'seen around the world' kiss on Ben instantly the girls felt a little retribution was in order, but Ben was the one to feel the wrath by living out every male's worst nightmare: shopping with women.

"I really hope there's not any more boutiques in that direction." Ben said exasperatedly while Kevin was holding the sides of his ribs from laughing at his misery.

Joanna pouted a bit then elbowed Kevin's side. "Quit laughing or I'll do that to you sometime soon. I'm not the overly girly type, but I can be a deadly shopaholic, a very dangerous one." She said smirking to her side. Quickly Kevin stifled his laughs while still laughing under his breath a bit.

"Ladies, here's another clothing store." Holiday said pointing, much to Ben's horror, to an old navy store to their left side.

"I have an idea: how about this time we pick our clothes for Ben, hmm?" Julie suggested cutely pressing a finger to her chin. Each of the girls nodded and Ben felt like this long day was just starting.

'Oh no.' Ben thought before Gwen and CC came up to pull him into the store while Kevin waited outside with Joanna.

"sucks to be him." He said trying to stifle his chuckles.

(Several Hours later…)

From polo clothing to sweater vests, Ben was hazed through all sorts of clothing while the girls simply sat and watched in amusement and critique. It was some time before they were all outside with Ben once again hauling over a dozen shopping bags to his car with the girls in front of him not carrying anything, it was part of his punishment for the whole thing with Jennifer Nocturne, but once again things have a way of screwing everything up.

"Hey Ben!" A very familiar voice spoke from out of nowhere. Ben turned to look and much to his surprise it was-

"Jennifer?" Gwen said tentatively making a frown.

"Nocturne." Julie concluded making a similar face. Holiday, Elena, and CC, turned around to see Jennifer Nocturne in a classy red dress revealing her thighs. People in the scenery were all looking awestruck and interested at the sight of the famous 'dark fall' starlet.

'Why is she here? She certainly popped out of nowhere…' Holiday thought in suspicion.

"W-wow, that's really her." Elena stuttered a bit in amazement "I've be more starstruck if I wasn't jealous and possibly ticked off." She clenched her fists while Jennifer walked over to them in a smug way. Holiday looked at her with suspicion, Gwen had a frown, Elena looked a little pissed, and CC were patient and anticipating something.

"Howdy, I was looking for you. Even sent you a few texts, I'm going to a dinner party in an hour, wanna come with?" She asked completely ignoring the gazing fans in the background and the women nearby Ben.

Ben didn't need to look to his sides to think up his answer, and he was going to decline her offer, but something strange happened. "Uh no thanks actually, by the way I'd like you to know I have a gir-" Ben trailed off when her gaze met his and some strange feeling overcame his mind. It felt similar to the charm effect but instead of filling his body with lust he felt submissive to her demands.

"Sssurree, beautiful." Ben answered almost like a zombie and hypnotically approached her after he dropped the shopping bags he was carrying.

"B-Ben!" Gwen along with Julie and Elena were about to step in and grab him to pull him back, but Gwen's eyes lit up with mana energy all of a sudden. 'T-this..! This energy I feel, it's strange, in fact it's not even human.'

"Wait!" Gwen called out to Julie and Elena before they intercepted the two, they looked aghast at Gwen of all people holding them back.

People all around were looking at the couple making their way to a limousine near the parking lot.

"Why did you stop us? We could've -!" Elena shouted until CC placed a hand on her shoulder to calm her down.

"Because we don't want any unwanted attention at the moment, besides I sensed something strange from that girl." CC added and Elena nodded her head reluctantly in understanding.

"Why? What did you sense from Jennifer Nocturne?" Julie asked looking curious.

"Something bizarre, like mana energy I use, but…darker and colder." Gwen said as they stood together in a huddle. Holiday looked back over where Jennifer gestured Ben to get into the limo, briefly Jennifer looked back directly at them and smirked deviously before she herself got in. The limo drove off to wherever it was headed to and Holiday made a frown before turning back to the girls.

"She did seem very suspicious, I don't like it." Holiday said to them.

"She somehow controlled Ben, did you see how he acted? It was like he was hypnotized." Julie said clearly worried for the green clad hero.

"It's obvious she isn't human, how she controlled Ben certainly seemed like magic, we need to figure out where she is before we take action." CC stated looking determined.

"I agree, we need to hurry before she does something to him." Holiday said as the girls nodded.

"No problem, I got a lock on her trail." Gwen said lighting her eyes up. 'We couldn't do anything before with all those people around, there couldn't be a way to fight something strange like that without turning it into a war zone, but that changes now.'

"Let's go."

"How do we get there? Take Ben's car?" Julie asked looking around and locating Ben's car nearby. "He has the keys though."

"Yeah, but I know how to hotwire." Elena stated a bit embarrassingly while the girls looked at her in mild surprise.

Gwen smirked and nodded.

(Where Ben was at…)

"Wouldn't he make a good 'Dragula' in my next movie?" Jennifer said holding to Ben's side like a girlfriend. People were standing around chatting amongst themselves while complementing on this and that with Jennifer and her 'date'.

Ben however was under her 'control', he couldn't answer or say anything since he himself was feeling zoned out. He couldn't even think and Ben felt like he was asleep upstairs. When out of earshot of everyone else she leaned in to whisper in his right ear.

"Come with me outside to the garden, Ben. I'll make you mine forever, just you wait." She whispered then licked the side of his face like a predator tasting it's food.

She walked casually towards an exit leading out to a courtyard garden dragging Ben by the hand in a gentle slow pace. Once they get outside she lead them to a spot where no one can see, it was on soft green grass inside the garden area that housed dozens of beautiful flowers.

"Kiss me and do it like you would with your lover, Ben sweetie." Jennifer instructed to which he obeyed without question since he was under her control.

Ben hypnotically imagined her appearance to be Gwen then the imagery changed to cycle through every woman and girl he's involved with. Feeling energy in his body he grabbed her by the shoulders and forcefully kissed her vigorously. She accepted the kiss and hungrily returned it by sucking on his tongue and clutching his body to hers tightly.

"Mmmm." She murmured satisfied as Ben then cupped her breasts through her red dress. She wormed her tongue inside his mouth and savored the feel of Ben's tongue within her mouth, then Ben's hands went to the straps of her dress to slide them down slowly.

Remembering the faces of Gwen and all the rest of the women Ben gained a little bit of control over himself and pulled back from the kiss.

"N-nooo…I..you…who are you? I won't betray them." Ben struggled to say while his mind was wrestling with the magic he was under. Usually things would be the other way around with the charm effect, but Ben getting with his girls was usually never on purpose. This young woman however was seeking something from him.

"Them? Do you have more than one girlfriend, Tennyson? Hmmm, interesting." Jennifer said placing a finger to her cheek in amusement.

"W-who are you? The c-charm ef-" Ben stammered while feeling her magic take more control.

"Me? My name's my own, but let's just say the vampire lore you see in everyday movies and television shows, well…" She then opened her mouth and Ben saw two of her upper jaw teeth extend to fang like shapes after her eye pupils changed from clear blue to blood red. "…They're greatly exaggerated."

She bared her clearly vampiric fangs to him and Ben felt shocked, but was still unable to move. She didn't bite him, yet, but she increased her hypnotic control over him and commanded him to lay back onto the soft ground. She smirked and gave a sexy wink when she put her hands to her shoulder sides and slid down the straps keeping her dress up. She did it slow and teasingly and then down came the upper part of her dress thus revealing a pair of C-cup breasts without a bra.

Even against his will Ben felt an erection form underneath his pants. Jennifer then reached underneath the lower part of her dress and pulled down her underwear without removing the remaining part of her dress. She let her panties fall to the floor and stepped out of them, Jennifer then kneeled down as to crawl over to Ben like a hungry predator.

"Once I make you mine you'll only be mine, after the bite you'll become like me and we'll together forever, Ben. Wouldn't you like that?" She of course didn't wait for him to answer and proceeded with zipping down his jeans to reveal his hard on.

"Hmm, nice. I think I'll definitely enjoy you this evening." She then placed her right hand on his length and started stroking it up and down softly. He moaned with his mouth shut and tried to restrain himself a little.

Her fingers glided smoothly along his shaft until she cupped his balls and moved her face towards it. Without hesitation she placed her lips on one of his balls and swiftly sucked it into her mouth, hearing the suckling sound and feeling the moistness on his sensitive area Ben gripped the grass beneath him tightly. She then moved her mouth back to his shaft and licked slowly along it causing Ben the clutch the ground harder. She took joy in making her blowjob slow as to torture and tease him, but she wanted his manhood inside her above anything else. 'I need a mate, I need him and I will make him mine. Only mine.' Jennifer thought before making one last slurp up his shaft before she removed her mouth.

"Time for the main course, hero." She said as she got up and hovered her lower body over his twitching cock. Her pussy couldn't be seen by Ben because the remaining part of her dress concealed her womanhood from him, but he could feel the soft pussy lips slowly making contact with his member.

'How come I can't control my body?' Ben thought trying to break free of her grip over him, it had been one too many times where the charm has made him and various women have intercourse without a say in the matter, now he was on the other end of it and he sure didn't like it. He felt like this 'vampire' starlet was making his body betray the girls he loved so much, but until something else happened then he will end being just like her.

"Ooohh yeah!" Jennifer said fully immersing herself onto him, the feel of Ben's rather large rod delving into her depths threw her mind into ecstasy and little did she know that the charm effect was in fact active now. Her eyes shined without knowing it and the charm's magic increased the pleasure felt by both of them tenfold.

"Hhhoo! You feel incredible! I'm definitely keeping you at my side forever!" She said steadying her hands on his chest while bouncing her hips wildly on him. She rode him like a stallion and Ben himself felt insane bliss from her doing this to him, the feel of her moist yet gentle blonde snatch repeatedly swallowing his cock was intense.

Over and over again she shifted hips forwards and backwards making absolutely sure he was feeling everything despite his hypnotized state. She was fully in control and he knew it, but that didn't stop her from moaning out his name loudly as she came.

"Ooohhh!" Her vaginal muscles spasmed repeatedly thus squeezing his cock and spilling her juices all over it.

'Hhhnnggnnn!' Ben grit his teeth and felt his hips jerk frantically signaling his cock was now unleashing splashes of semen into her the blonde starlet's depths. 'It feels like it won't stop!'

Ben felt himself draining so much of himself into her that it felt like sperm would just gush out of her vagina. After a few more shots he felt his orgasm end finally and both were sweaty yet smelt of sex.

"That was incredible, no wonder those women you were with looked at me like they were going to kill me. You're too amazing to let go, it's why I have to do 'this' now." She said opening her mouth a bit so her small fangs were visible and she leaned down to Ben's neck ready to seal the deal.

Her fangs were only a breath away from biting his neck and infusing vampire blood into his veins thus slowly but surely transforming him into a night breed like herself, but a certain redhead had something to say about that.

"Adelitas!" A rather large blast of pink energy came out of nowhere and hit Jennifer thus knocking off of Ben to land on the ground.

She looked mildly surprised, but mostly she was unhurt and unfazed. Jennifer smirked and stood up to see Gwen, Julie, Elena, CC, and Dr Holiday all standing a few feet across from her with looks that could kill.

"Get yourself away from him or else." Gwen threatened with a fierce look. Elena cracked her knuckles and CC ignited pink energy in her hands.

"My my, aren't we the jealous type." Jennifer said reclothing her upper body nonchalantly. "You want to fight me for him? Just what's your connection anyway?"

Gwen hesitated for a moment then spoke with great resolve. "He's spoken for, by us."

"A polygamy super team, huh? Well I don't want to forego a potential night breed mate, let's dance, witch." Jennifer said now looking angry. She unexpectedly dashed with incredible speed towards them and caught them by surprise when she clothes lined Gwen by the neck and knocked her a few feet back.

"Gwen!" Julie cried out shocked and ran over to her friend while CC aimed her hands at the actress.

"Vanitas de drasilas!" She chanted causing vines to magically sprout from beneath her.

"Wha..?" Jennifer was caught by surprise as her body was constricted by vines infused with magic.

"Not so tough now, are you?" CC said confidently yet Jennifer just smirked and did something else. Her body went intangible by dissipating into mist and freeing herself from the trap. "You got to be kidding me!"

"Nope, some vampire lore about powers are true, ya know." Jennifer said as she reappeared behind CC and backfisted the sorceress a few feet back. Jennifer had enhanced strength so when she hit CC she hit hard.

"AGH!" CC landed against the ground roughly, it was unexpected, but nothing she couldn't handle.

A clicking sound was made when Holiday pulled out a plasma handgun and aimed at Jennifer from behind. "Stop this now and walk away. We don't want to hurt you." She said trying to appeal to her.

"Hurt me? Have you been watching something else in the last few minutes? Hah." Jennifer said smugly and before she could twist around and deliver a roundhouse kick to Holiday she was interrupted by Elena's left fist smashing into her face.

A smacking sound resulted from the impact and foiled Jenni's attack on Holiday, but before the blonde vampire could counter, Elena delivered knee strike to her abdomen then a palm strike to her chest causing her to stumble back a bit.

"Not bad. You actually hurt me." Jennifer admitted wiping a small trace of blood from her lip and tasted it. "Shame you put that much force into it and have it not hurt me as much as you wanted."

"Oh I know how to fight alright, I've learned powers and weaponry aren't everything when it comes defense, but I wasn't trying to beat you. I was trying to stall you." Elena stated taking her battle pose.

"Stall me for what?" Jennifer asked stumped until she heard Gwen's words again.

"Aquios spheria!" Gwen called out thus causing water to materialize around Jennifer into a sphere shape imprisoning her in it.

"No!" Jennifer cried out in panic as her own weakness was being used to ensnare her. Vampires are extremely weakened when it comes to water, but Jennifer wondered if they knew that or just got lucky.

"Some vampire lore about physical strengths and weaknesses in the media are true, ya know." Gwen said directing Jenni's own words back at her. Gwen was the one who casted the spell and walked over to her while nursing a her lightly hurt left arm.

"Checkmate, Bitch." Elena said then ran over to Ben to pick him up so he can stand, much to her horror he was still under her spell thus he remained zombie like.

"Release him now!" Holiday said threateningly as Elena brought him closer.

Jennifer looked back and forth between Ben and the girls, she looked at Ben with a sense of longing along with new mixed feelings she never experienced before.

"On one condition." Jennifer said looking serious.

"You're in no position to bargain." CC stated coldly. She was angry with this famous woman, but part of her knew what she was going to say and didn't like it.

"I know that, but the fact is I can't undo my magic from within this sphere. Water is my race's greatest weakness aside and it weakens me too much to cease the spell, plus…" She went on.

'She's changed somehow, I don't get it, but it's like she's actually trying to appeal to us.' Holiday thought before Nocturne continued.

"I want in on this little 'group loving' you all have." She stated shocking everyone.

"What! No flipping way!" Elena protested, but Gwen was looking stressed. On the one hand if she did kill Nocturne then the spell may remain on Ben forever, she learned that magic can be permanent in some cases like the charm effect, but would she really let her in on this?

One look at Ben's drained face said it all.

"I know I'm not going to like this." Gwen muttered to herself then with all the love in her heart for Ben, made her decision.

(Some time later…)

"Oooh… my head…and my wang…" Ben said groggily as he got up from appeared to be the Plumber gal's couch inside their base.

"Who wants scrambled eggs and bacon?" A voice cheerily said out loud causing Ben to turn to look into the kitchen area of the living quarters to see Jennifer Nocturne herself over a stove preparing foof.

'What in the world?' Ben's mind raced, the last part he remembered was this actress going twilight and attempting to turn him into one of her kind after having sex with him. Just what the heck was wrong with this picture?

"It's a long story." A voice said from next to Ben, it was Gwen chewing on a piece of toast in her pajamas.

"Uh…-mmph!" Ben was about to speak until Julie came from behind and placed a piece of toast into Ben's mouth before he could say anything.

"Trust me, it's complicated." Julie said sighing as she sat down beside him.

Nocturne walked up in front of him wearing an apron over what appeared to be her nude body underneath it. "Good morning, sweetie!"

Ben blushed and the actress caught him by surprise as she sat in his lip and nudged her head affectionately against his.

Ben looked to the side to see a fuming Gwen trying to restrain herself from attacking her, but kept it in check.

Ben munched on his toast and spoke: "Gwen, you have some explaining to do." He said while Jennifer rubbed her buttocks along his crotch area.
Chapter Sixteen: Return of evil

By Auumaan

Somewhere in the outskirts of Bellwood stood the infamous Rustbucket, Grandpa Max's own personal travel home and HQ, inside was Max himself flipping the frying pan to toss a scrambled egg.

"No better breakfast supplement other than good old fashioned scrambled eggs." Max said to himself as the egg landed back on the pan. It had been only a few weeks after his grandchildren took a trip to the past to stop Vilgax from tampering with time. He looked to his far left and noticed the egg shaped Null Void containment unit prototype held in place by a hoister. A frown crossed his face, he secretly wondered what ramifications could occur since that fateful trip into the past. A few things did change such as those three women coming into the plumber ranks and easily being among the greats as well as being three more additions to Ben's growing 'family'. "Kid's got mojo, must've gotten it from his Grandmother, hehe." Max said flipping the pan again before ceasing his cooking and serving the scrambled egg onto his plate.

The veteran plumber was all alone out here in the natural landscape of the forest, he planned to continue work on Null Void grenade projects after breakfast. Max felt that one couldn't be too safe when taking precautions against Vilgax, but he was unaware of a suspicious yet veiled assailant in the woods waiting for the right for the moment to make his move.

Elsewhere…

"So refresh my memory, why are we in a hot tub?" Ben asked mildly curious as he sat in the warm soothing water. In the water with him was Elena in a clad red two-piece along with Kai and Jennifer. Recently Jenni had been added to the 'group' as it were, but even Ben thought that was pushing, fortunately she had reached an agreement with the girls that her placement would only be temporary. Jennifer told them her celebrity life was always busy and she would have little time for a relationship, she also admitted that it wouldn't be fair to the other girls if they were all seen in public and had the public eye only on her with Ben. It shouldn't be public knowledge yet of this polygamy Ben has with them. Jennifer would only get six weeks of her 'harem gal' status and she was determined to get as much out of it as she could.

"Because everyone else had other priorities, either way this is pretty nice." Kai stated sinking her body into the relaxing hot tub waters. She was wearing an indigo one piece swimsuit and let her fall free of her braid tail, her glasses were still on and they actually added to her sexiness.

Jennifer had recently invited all of them to her penthouse somewhere in the general area of Beverly Hills, but most of them had other matters to tend to. Gwen had martial arts practice and had plans with Ben alone later tonight, Julie had a tennis session at the youth center, CC and the Plumber gals had mission time, so they weren't available either. Holiday had work to do, but promised to text him later tonight like last time, Helen had shown a slight dislike towards Jenny, so it was obvious she wouldn't show up either, and Kevin had more time to spend with Joanna. Thankfully things have been quiet lately, it always meant peace and a quiet for at least a few days, but it also meant something big was coming, Ben had his suspicions but shrugged them off when his train of thought was broken just now by two pairs of feminine hands.

"Hmm? Wha-?" Ben snapped out his daze when he opened his eyes to see Elena gliding her left hand along Ben's black swim trunks. He looked to his side and saw a sultry smile on her lips and to his other side he noticed Kai's face closing in and locking his lips into a deep kiss. Ben closed his eyes and let it continue. "What bought this out? Not that I'm complaining or anything." Ben said between kisses she was giving him.

"First answer; why not? Second answer; because me or Elena over there barely get to spend enough time with you as it is. That also goes for Helen too." Kai stated cuddling her face alongside his.

Ben's body twitched when he felt Elena's soft left hand stroke him from underneath his swimming trunks. "What she said, especially since Jenny is on board." She said placing her face next to his neck in a smooth romantic manner, she was downright beautiful especially with her hair wet. Kai had a similar appearance after she splashed her head, they both felt that Ben could be distracted by them more than Nocturne if they tried a swimsuit model tactic.

"You two are as special to me as everyone in this 'relationship' we're all sharing, you don't need to go out of your way to impress me, you know." Ben said suddenly receiving a kiss on each cheek from both girls in unison. Jennifer glance over from the outside of the hot tub with a cute pout of jealousy.

"Hey now, don't make the guest host jealous now." Jennifer said as she approached them slowly with her hips swaying to the side in a sassy way. She was still wearing a white bathrobe and placed her hands at the center so she can open it up slowly for Ben to admire.

Meanwhile Elena was continuing her massage downstairs and then pulled off his trunks underwater, letting his now erect manhood float underwater Kai winked at Elena then took of the initiative by sinking her head into the water. The native american teen girl held her breath and moved towards Ben's manhood then little by little she enveloped his appendage into her suctioning mouth causing Ben to tense up slightly.

As soon as Ben moaned with his mouth open Elena took the chance and covered his mouth with hers thus shoving her tongue down. Ben himself just relaxed and let them have all of him to themselves, Elena continued swirling her tongue around inside while Kai progressed with shoving her face further down on his meat. If sounds could be heard there would be a lot of wet flesh sloshing sounds as Kai increased her suction on his cock.

Jennifer bit her lip in anticipation as the lovemaking moment between the three teens in the hot tub intensified when Kai rose her head above water for air and engaged Ben and Elena in a threeway make out. Kai's lips glided along Elena's and her tongue was sucked into the other girl's mouth at the same time, Ben was in between and enjoying it very much as the two female tongues shared in on him. It could be inferred that Jenny was watching an adult film in the works, but she definitely wanted in on the action before the girls wore him out.

"Oh Beeennnnn." she cooed with an alluring tone before reaching into her robe to pull it open.

Ben broke the group kiss to look as well as Kai and Elena, Jennifer pulled apart her robe to reveal an amazingly thin transparent two piece bathing suit with spaghetti straps to keep it all on. Feeling his jaw drop Ben fought the urge to rush out of the tub and pin her down so he can ravish her, but once again he feared the charm effect would overload again. Jenny noticed the blood rushing to his head and smiled to herself as she seductively walked over and entered the tub with them.

Ben felt his body urges killing his self-restraint, but thankfully the girls noticed and sprang into action.

Jennifer went first and placed herself between his arms with a lovingly warm smile on her face, she pulled him into a deep lusting embrace to which he eagerly returned. The blonde celebrity felt such a warm feeling course through her body which she would have categorized as love if she wasn't still confused about what she wanted. Elena then removed her red top part of her swimsuit to display her breasts for Ben to see, Kai mimicked her by peeling down the top half of her own swimsuit as well. Both girls were now partially clothed in the steamy water with their shared boyfriend, Jennifer wasn't letting as she kept devouring of Ben's mouth.

Several minutes later Ben was behind Kai as she gripped the railing of the tub and had her rear out for him, Elena was sitting nearby still in the tub with them with her hands down the bottom portion of her bathing suit. She was soothingly massaging her slit while watching them and Jennifer was outside of the tub setting up a camcorder to record this moment for later.

She turned her head when she heard Kai moan loudly after Ben entered her snatch from behind and began thrusting.

"Oh Ben! Harder!" Kai gripped the rail tightly as the teen hero continued sliding his dick into the Navajo girl's fresh snatch, Elena continued to watch much to her pleasure as she inserted one left hand finger into her pussy. Jennifer watched and melting away her patience she went over to where Ben and Kai were making love so she could sit on the railing of the tub where Kai was gripping.

"Come now, I don't want to wait for my turn for too long." Jennifer said spreading her legs before Kai and sliding her white thong open so that her pussy could be shown. The message was obvious and Kai felt complied to engage as she placed her mouth along Jennifer's clit to begin lapping up and around the fleshy nub. So here it was that Ben was pounding the native American girl from behind while she ate out the blonde celebrity/vampire as the girl in red was masturbating to the sight of them.

In and out Ben's slick manhood repeatedly penetrated the brown girl, his member was moist and he constantly felt the immense pleasure of her depths sucking in his meat. Kai was voluptuous indeed and seeing her tonguing along with fingering the blonde's snatch was getting Ben closer to climax. Elena then surprised him by swimming toward him to engage him in another deep tongue wrapping lip lock and she was putting a lot of energy into it.

"Hhhmm." Ben moaned inwardly while Kai actually moaned audibly and loudly she came to climax, her vaginal muscles contracted repeatedly on Ben's cock thus causing him to climax as well.

"Hhaaaa Kai!" Ben yelled out when his hips jerked repeatedly in motion as his manhood began filling Kai's youthful womb with sperm. He moaned her name again and again as white creamy spunk continued to spill into the Navajo teen, Ben then slowly retracted his softening organ from her and let the large amount of cum drip out of her.

Kai was breathing hard with her wet hair covering her face in a sexy, she looked back with a smile and nodded to Elena while Jennifer finished undulating her hips in orgasm.

"Ben, I think you know what comes next." Elena said looking at him with bedroom eyes and all three girls got the idea of what to do now. Kai peeled down the remaining portion of her one piece swimsuit while Elena kicked off her swimsuit bottoms, Jennifer slowly slid her upper portion of her thin bathing suit up to reveal more flesh along with the rest of the girls.

'Wow, sometimes I have to wonder if everything is just a long running dream or not.' Ben thought as the three voluptuous vixens stood together with Jennifer in the center, all looking sexily at him like they were posing for a centerfold in an pinup magazine.

"Well are you going to stand there all day with your jaw dropped or come over here to make good on your relationship with all of us?" Jennifer said giving a beckoning finger.

A couple minutes later they got into a position where Ben was lying on the polished wooden floor of the balcony with Jennifer curled up next to him in a position where she can place her right breast in his mouth to suckle. Elena hovered her wet and ready pussy over Ben's re-erected rod and lowered herself onto it causing her to moan loudly, Kai stood over Ben's torso to where she position her cum filled pussy in front of Elena's face, then they all instantly sprang into action.

"Mmmmm, you've had practice, Tennyson. Oooohhaaa.." Jennifer gasped loudly as Ben continued lavishing to blonde's right nipple while squeezing her other breast with his free hands. It seemed obvious to Ben that her sexual weakness was her tantalizing breasts, jogging a mental note of that for later, he continued sucking and licking while Elena's mouth was occupied with sucking in semen out of Kai's womanhood. Dribbling amounts of white cream dripped onto the brunette's tongue and each time she had some she would close her mouth and swallow it all, Ben noticed the sight out of the corner of his eye while he continued sucking on Jennifer's breast and it was a great turn on.

Elena continued shifting and swirling her hips around on Ben's dick and with each passing second she was coming closer to letting loose. 'Ben…!Ben!' Elena's mind was filled with bliss and pure love for the young man underneath her, she was reminded of all the times she shared with him when they were little kids playing soccer together and she felt deep down in her heart that they would be together forever even if it meant sharing him with the others. Nothing could deter her from him.

Jennifer removed her breasts from his mouth and moved to position her anticipating wet cunt over his face and lowered herself to Ben's immediate tonguing.

Ben wasted no time in sucking and licking on the clit then diving his tongue into her depths right after, meanwhile Kai grabbed Elena's head and began face humping her in orgasm with Elena's tongue deep in her cream filled depths.

Much to Ben's euphoria Elena's hips started undulating wildly in unison with Ben's thus signaling climax, all at once all three gals came. Elena orgasmed causing Ben to spurt numerous amounts of sperm into her being, Kai grabbed her face and thrusted her pelvis one last time as her gushing juices left her pussy, and Jennifer tightened her thighs around Ben's head before cumming as well.

A collective of gasps and hard breathing signaled the exhaustion of the group before all three girls collapsed in cuddling positions with Ben. Though tired he may be, Jennifer licked his left earlobe and said one more thing; "I hope you're ready for round two, hero boy."

Elsewhere…

Sitting on a park bench Max Tennyson had various mechanical pieces and scraps laid out on the table surface, he was keeping himself occupied with calibrating a new type of hand weapon when he heard some rustling in the bushes behind him.

"Hmm." He glanced suspiciously behind him briefly only to notice nothing happening, but his years of experience in the field of covert operations and battles gave him a heightened sense of danger. 'You don't get the jump on me.' Max mentally stated as his right hand slowly reached for one of his energy pistols laid on the table, until-

Something came quickly out of a treetop and screeched like a wild animal.

"!" Max reflexively reached for his pistol but a string of web made contact with his gun and snagged it away before he get grab it. Max looked mildly surprised at what he saw, but glared noticeably at the alien creature perching on the ground before him.

It was 'Spider-monkey' or at least thats what it appeared to be. It bore the Omnitrix symbol on it's chest, but it's eyes were red instead of green. "Looking for this?" It said teasingly as it held Max's pistol with it's tail.

"Ever heard of copyright infringement? I take it you must be Albedo; A rogue Galvan that imitated my grandson's Omnitrix." Max said keeping his game face on.

"Ooohh I'm flattered the great Max Tennyson heard about me, but let's see how good you really are, old man." Spider-monkey Albedo said before tossing the pistol away and leaping into the air at him.

Spider-monkey dove and delivered two backfists at the old plumber, Max evaded the punches and sent a leg sweep in return. Albedo dodged and aimed his tail tip to shoot a web line at Max, but the grizzled veteran leaped out of the way in time.

"What do you want from me?" Max said staring him down and reaching for a….frying pan. It just happened to be lying next to his collection of machine scraps on the table.

"Something round, egg shaped, and very dangerous on the inside." He said placing one of his pawed hands on his omnitrix dial signaling he was going to transform.

Max now had an alarmed look on his face and briefly glanced to this far left to where the null void prototype egg containing Vilgax stood. 'That's what he's after…why on Earth would anyone want to free 'him'?' Max thought raising his alertness level and glaring down at Albedo who was now transforming in a bright flash of green light.

'This is going to be trouble.' Max thought seeing a very familiar yet very dangerous alien form Albedo was planning to use on him; Rath.

The man sized Appoplaxian snarled with red eyes blaring and with his arm hooks extending ready for battle. "Let me tell you something, Max Tennyson! Old people turn to dust with time, but I'm going to grind you into dust even faster!" Rath-Albedo said before charging into battle. Max held his position steady ready for one helluva fight.

Where Ben was at…

Jennifer was wriggling her cute butt seductively at Ben while she was on her hands and knees in doggy position on the surface outside the tub. Elena and Kai were at each of his sides alternating between frenching him and stroking his manhood back to full hardness. Jennifer was looking back at them with anticipation and mentally wishing for them to pay more attention to her posing herself ready for him. Ben opened an eye and noticed the flustered look on her face and he gently broke away from swallowing the length of Kai's tongue and nodded to her as well as the girls by his side. Slowly moving himself so that he was directly behind the round supple buttocks of the blonde teen celebrity, Ben grabbed his rod and guided it eagerly into the moist opening that lay ready for him.

With a wet shlicking sound and a shove Ben drove his cock to the hilt into Jennifer. "Hooah! Faster, Ben! I want it rough."

Heeding her words he began gently shoving his length into her depths and retracting it just as Quickly, he continued this and accelerated his pace to the point where it caused her to moan louder and louder with each thrust. Her body was toned and shaped to perfection for someone so young, but being in the entertainment industry usually meant she occasionally had to make physical changes every now and then, but today it paid off for her personally.

Feeling the wet and rock hard feel of the teen hero's shaft sliding in and out of her, Jennifer was feeling extremely intoxicated, all the while Jennifer and Kai kept taking turns with frenching Ben and each other. Every time Elena opened her mouth for a kiss either Ben or Kai would take it and slide their tongue down her throat while Ben continued pounding Jennifer's snatch from behind. Kai felt around Ben's bare chest and Elena grabbed his buttocks while kissing the base of his neck, it was a group shared euphoria of all four teens and it went on for a few more minutes until Ben felt the urge coming.

Suddenly a different urge erupted inside his very being, his eyes were glowing the usual violet color that always showed itself when the charm is active. All three of the girls shared the same glowing eyed look signaling that the charm effect just became active and it was enhancing their sensitivity to the extreme pleasure they were all sharing.

The sound of Jennifer screaming his name filled the air as the blonde's vaginal muscles clamped began squeezing and gushing out her climax juices thus causing Ben to erupt.

"Jennifer! Ooohh!" Ben thrust his hips forward one last time before his member jerked violently thus delivering a deluge of sperm into her cervix. After injecting more spurts of his man juice Ben slumped his shoulders feeling exhausted and before he could collapse, the girls caught him and laid him down gently onto the ground.

"Okay, now I'm spent." Ben said breathing hard before Elena raised her head to meet his in a kiss, she smirked and Ben frowned a bit before getting the idea.

"It's my turn with you next, you know. Got another one in you?" Elena said chuckling mischievously.

"Hoo boy." Ben said dreading the erectile pain that was soon to come later.

Back to where Grandpa Max was at…

Laying against the side of a nearly destroyed tree, Max laid recuperating with bruises and small wounds all over his body, even his favorite hawaiin shirt was ruined. It was an intense battle, but he managed to escape the blast that was meant to kill, but that also meant he lost the battle as well.

"I'm too far from my camp site, that little psychopath has probably already taken my Null Void containment unit. An imitation Omnitrix and the re-release of Vilgax can only mean trouble for the whole world, if not galaxy." Max said to himself before wrapping a bandage around his left forearm. "I guess I need to make a few phone calls. It's go time."

Elsewhere…

"Oooohh my parts, I think I'm going to be out of it for at least a day or two." Ben groaned to himself while he was laying down on his bed and placing a pillow on his crotch. He had a time with Elena before turning in for the day and having a barbecue night at Jennifer's place. He had driven Elena and Kai home before driving back to his, the goodbye kisses he received from the two made his night all the more pleasant.

'I wonder when Helen and Gwen are coming over?' Ben thought smiling to himself before mouthing ouch when he felt his member twitch in pain.

He felt his mind drift to sleep after several minutes of checking of his cell phone for messages, he received messages from all his girls. Most of them arranging times and dates for well 'special dates' with Ben, some saying they wished to spend the night, and the usual goodbye kisses in their texts. Ben grinned to himself, part of him did indeed felt guilty about having so many girls loving one person, but he knew it would all work out and he was infinitely devoted to them as well as his hero work.

Ben's mind slowly entered dream world much due in part to his exhaustion from earlier, now he was entering another possible sexual encounter in the dream world with a dreamt up version of his own mother. Deep down he was actually very disturbed when he thought about it.

(Entering Dream mode)

"Ooohh where am I this time?" Ben groggily asked himself as he opened his eyes to see himself inside an extremely familiar setting. "A-am I in the Rustbucket this time!"

He found himself sitting by the window just like in old times and he got up and looked around, much to his amazement it looked exactly like it did five years ago. Feeling around himself to see if was still himself and not his kid version, Ben quickly became relieved and began walking around until a certain voice from behind caught his attention.

"Ben? What are you doing up this late? Shouldn't you be asleep?"

Ben's eyes went wide and he slowly turned around to see a ten year old Gwen standing in front of the bunk beds in what appeared to be Ben's signature shirt and only a black pair of panties. It almost gave him a nosebleed just to look at her, but in his eyes she resembled the same ten year old sassy spell caster that always reasoned and put up with him.

"Gwen? I'm dreaming of you now!" Ben said out loud completely shocked and speechless.

Her right eyebrow twitched in annoyance when she heard his tone. "Is a dream about me a bad thing, jerk? I thought we were into something new with this relationship of ours?" She pouted and crossed her arms.

'What is the deal with these dreams? First my own mother and now the bite size version of Gwen? I'd better wake up and ask Char- uh?' He stopped in mid thought when he noticed the hurt expression on her face growing.

"I guess dreaming about me is a nightmare to you, isn't it? Don't you lo-" Gwen was cut off by Ben pulling her into a deep affectionate hug thus catching her by surprise and making her speechless. It hurt him to see her look like that, he didn't mean to trample on dream-Gwen's feelings, this was all just too much to figure out. 'I never thought dream girls were actually interactive, or maybe it's the charm's magic doing weird things again. This is all too real and a tad freaky, but I might as well go with it. Even in this place I never want to see Gwen look heartbroken like that ever again.' Ben thought slowly pulling out of the hug until young-Gwen placed her lips on his for a loving kiss.

Her eyes were closed and he could tell she smiling on the inside as she placed her small arms around his neck to deepen the kiss.

'As strangely arousing as this is, I have to wonder how did it come to having sex dreams about my mom to having one about young Gwen?' He thought with curiosity as he felt the charm effect going active, his eyes shone with bright pink energy as well as young Gwen's.

Gently breaking the kiss Gwen looked at him dreamily and smirked. "Well what are you waiting for?" She said taking his right hand and placing it on her chest on one of her developing breasts. The charm effect was clearly active they were both looking into each other's eyes and Ben noticed the pink glow, he learned by now that it was going to happen regardless of what he did. May as well swim with the flow.

"For this to come off." Ben answered as he grabbed and squeezed her breast and slid his other hand up her shirt so he could grab the other one. "No training bra, Gwen? Kinky." Ben said giving her breast another squeeze thus causing her to moan inwardly while he pinched the nipple of her other breast.

Ben grinned and lifted up the shirt she was wearing over her head and placed his mouth on hers as soon as the collar was just over her forehead.

"Mmmmmm." young Gwen hummed her pleasure as Ben deepened the kiss by probing his tongue into her mouth. She was deeply blushing and while they were making out she snuck her hands down to his pants to feel up his bulge. Her dainty hands grabbed and fumbled with the zipper before she could sneak one of them into his boxers.

The shirt she was wearing was off and tossed to the side thus revealing her preteen breasts to Ben, she felt his hands continue groping her tits while she began stroking him off.

Ben's erectile member was out in the open and young Gwen was making sure it was having a good time with her hands. One hand cupped his balls and rotated it's palm in circles in a sensual massage as her other hand continued stroking the shaft, Ben was feeling incredible from Young Gwen's ministrations.

He gently broke away from the kiss again and Young Gwen mouthed a wow with a dazed look on her face, placing a hand on the side of his face lovingly, she winked and slowly laid herself on her back onto the ground of the RV. Spreading her legs apart and giving a beckoning a gesture with her left hand's index finger, Gwen wordlessly said 'I'm ready' to him.

Her panties were black and oddly enough bore the ever so familiar Omnitrix symbol on the cloth. 'Bizarre.' He thought before the charm's lusty effect kicked in again thus urging him to place his hands at the hem of her panties. With a gentle tug he pulled down the black undergarment to reveal Young Gwen's hairless snatch, the panties were at her ankles until she kicked them off and Ben felt the urges get stronger with each passing second.

The fact that he was having a sex dream involving a ten year old version of his love interest did bother him to a certain extent, but Ben kept repeating to himself that it was only a dream.

Feeling a tad impatient Gwen placed two fingers at her entrance and pried her pussy lips apart to further tantalize Ben, it worked well too.

"Here I come, Gwen." He said grabbing his hardened manhood and gently lowering his body closer to her as he guided his rod to her nubile womanhood. Young Gwen strained her face as she felt the fleshy intruder penetrate her depths further and further, her hips bucked as Ben buried himself to the hilt inside her youthful pussy.

"Oh yes! I'm loving this! Go faster!" Young Gwen hollered out as Ben steadily increased the speed at which his cock drove into the ten year old version of his cousin. The vice like feel and smoothness of her snatch was almost too much and nearly too tight for him, but he made it work and it was sheer bliss. More than that, it was true love that hadn't been ignited those years ago.

Again and again Ben's manhood drove into the young woman and each time it came out moist and ready for more, he then grabbed her ankles and raised her legs to place them on his shoulders. Over and over he pounded into her and each time felt the great tightness envelope his dick, the moistness of her entrance lubricated it well enough for him to go in smoother.

"Harder, please, harder!" She hollered out with a flustered face to him. Ben nodded and grabbed her slender hips with his hands and drove in with much more force. Her back arched as Ben's rod pounded into her vigorously, she even gripped the floor fabric.

"Oooohhh aaahhH! I love you! I love you, Ben!" Young Gwen cried out as her hips were bouncing off the floor wildly signaling her oncoming climax.

'She's unbelievable tight! I'm gonna lose it!' Ben thought before his hips slammed into hers one last time. "Gwen!" He shouted before emptying nearly all the contents of his testicles into the preteen cervix of his true love. Gwen's womb was filling up with Ben's semen while her own climax was causing her to constantly release orgasm juices on Ben's shaft. After a few more seconds of Ben cumming into her he finally exhausted himself and collapsed onto the young girl. Both were breathing hard and slightly sweaty, but before the dream could fade back to reality Ben cupped young Gwen's face and looked deeply into her eyes before giving her a heartfelt final kiss.

(End dream sequence)

"Whoah!" Ben woke up in a sweat in his bed. He looked around and noticed he was in his room again, of course he remembered the dream to perfect detail and made a mental note to log these dreams down later. They were getting more real each time, but what perplexed him was why did he dream of his mother twice and now suddenly dream of Young Gwen? It didn't add up, but he figured he would ask CC later. "Hmm? What time is it?" He looked to his side and noticed his clock read 5:30 in the afternoon.

"Maybe I should call her and ask if she's free." He said to himself before he heard the doorbell ring, he remembered his parents weren't home and walked out his room to answer. Flipping his phone shut he walked down the stairs and approached the front door. Opening the door Ben saw that most unexpected face at his doorstep.

"Good morning, I would like to ask if you would be interested in a magazine subscri- Ben?"

"Carlie?" Ben looked surprised to see the same cute glasses wearing girl he chatted with at the movie theater, she was once again wearing her school uniform, which to Ben added a lot of ideas of fetish fuel. She was holding a clipboard and a few magazines to her side and looked proper with her hair up in a bun as well as a short skirt.

"Oh my gosh I can't believe it's you!" She said astonished and smiling and dropped her clipboard to give him a friendly hug to which Ben blushed about since he felt her endowment touching his chest. Ben hugged back and after a few seconds she gently let go and looked at him with a beaming smile.

"Small world, huh? How'd that date with the famous Jennifer Nocturne go?" Carlie asked.

"It was definitely something, I can tell ya that. A bit crazy too, but how have you been? Was that movie any good?" Ben asked recalling that they were in line to see 'Darkfall' when they met.

"I've been peachy, and as for that movie;" She made a gagging gesture indicating she didn't like it one bit. Ben chuckled and Carlie bent down to pick up her dropped clipboard with the magazines, but Ben bent down as well to help her pick it all up.

After scooping the magazines into one spot Ben's right hand gently made contact with Carlie's left one and the two looked up into each other's eyes with a faint blush on each of their cheeks. It was awkwardly silent for a moment until Carlie giggled and brought herself out of the moment and finished picking up her mess. Ben snapped out of it too and went back to idle conversation.

"So it was that bad, huh?" He said chuckling a bit.

"Totally, I can't believe that's the movie my friends wouldn't stop talking about. So awful, hehehe. So this where the famous Ben Tennyson lives, huh? Never would've guessed I would randomly run into you while I'm selling magazine subscriptions. Carlie stated smiling.

Ben scratched the back of his head and grinned. "Yeah, it's definitely a surprise, a good one though. So why are you selling magazine subscriptions anyway?"

"School program I regret signing up for, but it's mostly for charity and if I sell enough then I get to go on a field trip to France. It's very tedious, dude." She sighed smiling.

"I can tell, want to come inside for a drink of lemonade or soda or something? You look pretty parched." He offered which she gratefully accepted and came inside.

After tossing a can to her which she caught, Ben and Carlie sat down in the living room on the couch popping open their drinks. They sat and chatted for awhile about various things from schoolwork to Sumo Slammers and the two felt a growing bond begin to develop between the two of them, Ben however was glad his charm wasn't acting up around her. The last thing he wanted was to upset the girls more by adding another member, he still felt they were sore about having Jennifer onboard despite the fact that her stay temporary.

Carlie then bit her lip and looked to the side a bit before asking Ben this; "So do you have a girlfriend?"

Ben didn't know whether to laugh his ass off at the irony or shrug that question off and change the subject. "It's kinda complicated, but yeah I kinda do." Ben answered honestly, he just left out the part about having a handful of girlfriends.

Carlie looked deflated when she heard his answer, but she had kind of expected it. "Oh? What's she like?"

And this where Ben drops the ball.

"Well they all have great personalities, but they're all really nice and outright gorgeous. Sometimes I wonder how lu- oh crap." Ben stopped in mid-sentence when he realized what he just said. Carlie however looked like stone when she heard him mention more than one girl.

"Uuuhhh what?" Carlie looked a bit stumped but she was sure she heard him say 'they', did that mean he had more than one girlfriend? "You have more than one girlfriend?"

Ben felt like a deer caught in the headlights as she stared at him sternly waiting for an answer.

"You do, don't you?" She got up and looked straight at him hoping for an answer that would make sense.

"It's hard to explain, but uhhh how do I explain this?" Ben sighed to himself.

"You're not two-timing women, are you? Is this some kind of sick game you're playing with them or something? Was I your next target?" Carlie got upset and her eyes got teary. Just when she thought she had found a decent person she felt like herself around, this comes out into the open.

"It's not like that at all, let me explain." Ben tried to calm her down, but when he couldn't find the right words she stormed out of the living room and headed towards the door in tears.

"Carlie wait!" Ben ran after hoping to keep his friendship with her and make sense of all of this to her. He grabbed her right wrist before she reached the door and she turned her head to look at him with disgust. "You sick womanizing jerk! Let me go!"

"Carlie it's not like th-" Ben stopped in mid-sentence when a familiar sensation flooded his core, much to his dread it was the charm effect. 'No, no, NO!' Ben thought when he saw the pink glow fill Carlie Cooper's beautiful eyes as well as his own. The lust magic filled his and Carlie's body and mind thus causing him to pull her by the arm into a deep embrace where he quickly placed his lips on top of hers.

'Why in the world is the thing still going off like this? I thought it was under control, I didn't want this to happen to anyone else! Dammit…' Ben thought as his mind became filled with thoughts of ravaging her and how to go about it.

'W-what's going on? Why am I feeling this and…why is it happening?' Carlie thought as her bodily needs won over common sense and thoughts, but while she was kissing Ben the magic of the charm crafted images of his experiences with the all the other women into her mind.

She saw Gwen, Doctor Holiday, Helen, Elena, Julie, Kai, Tracey, CC, and Frightwig in her mind as well as their feelings and thoughts involving Ben. Through the magic of the charm effect it was all explained to her and now she understood it, she understood the shared love for this hero, and she wanted to share that with him as well.

Both individuals gave in to the temptation magic that was being made by the two of them and Ben began by placing his hands on her shoulders and deepening the kiss. Carlie tasted like tangerine and he couldn't get enough of her as his tongue swirled around inside her mouth.

Carlie felt like melting in his arms as her heartfelt desires were coming full circle afterall. Ben then moved his hands to her sweater vest and gradually lifted up and up over her head then moved to unbutton her undershirt while keeping with the kiss. The cute blonde schoolgirl hummed in joy as her hands felt around his chest and shoulders sensually while she was tugging his signature jacket from his body. At the same time Ben had finished unbuttoning her white shirt and things progressed from there.

Several seconds later clothes were scattered all over the floor and Carlie was sitting up in Ben's lap impaled on his cock with arms around his back. Her ankles locked themselves around his lower back and her lips crushed against his in an eager loving French kiss. Both were fully nude and in each other's arms, Carlie savored the taste of Ben's tongue down her throat and the sensational feeling of his manhood deep inside her snatch. Truthfully she had been a virgin before this and the process of being deflowered was thankfully less painful than she thought, but despite the pain he was there ease it and comfort her.

Instead of Ben doing the plowing Carlie was the one to be the aggressor by swaying her hips in a backwards and forwards motion while in his lap, to her it was the greatest feeling she ever had and she wasn't about to let him go. Her breasts were well developed to a C-cup size and to Ben she felt physically similar to Jennifer Nocturne, but Carlie was a simple hometown girl with a sweet heart and a sweater spot for Ben.

Over and over again Ben felt the blonde bounce her hips on his flesh and savoring every moment, her tight passage constantly re-enveloping his rod was getting him closer with each bounce she made. The pink glow shone faintly in her eyes as several more minutes of humping lead to their unified orgasm.

Carlie locked her arms tightly around his neck as Ben called out her name loudly while he came inside her, many shots of sperm entered her womb and nearly filled to the point where cum was leaking out a bit. As the two collapsed on the floor on the living room Ben dragged his jacket over her shivering body and kissed her on the lips, she smiled back warmly and Ben went on to explain everything to her.

'I know it now, the girls are either gonna kill me or place a blue balls spell on me when I come to them with Carlie.' Ben thought in slight dismay dreading the moment where he would introduce Carlie to the group.

(AN: I know it's one too many, but trust me I know what I'm doing. Besides things always work out in the end.)

Where Albedo was at…

"Max Tennyson indeed lives up to his reputation alright, he's retired and very old yet he still fought quite a battle." Albedo said to himself as held the Null void container that held Vilgax up high. "But I walked away with the prize."

On his left wrist there was a bizarre looking gauntlet resembling the Omnitrix to a certain extent, but it was vastly different and Albedo knew why. He built it and stole the Null Void container for one purpose only; revenge.

'For human technology this is quite impressive, nothing compared to Galvan tech of course, but still quite remarkable. Now to unleash one of the Galaxy's greatest terrors onto the galaxy once more. My former master, Tennyson, the Plumbers, and everyone else who had stood in my way will now face the most feared force in the universe.' Albedo thought to himself as he set the egg down and activated the release function causing a pale yellow glow to project an opening into the air. Something large and menacing stepped out of the portal once again free from his would be entrapment.

"Welcome back to this dimension, Vilgax." Albedo said as the large Chimeran warlord stood up and looked as angry as ever.

"I suppose it was you who freed me, don't expect any gratitude or service from me however. Just who are you and why do you resemble Tennyson?" Vilgax snarled yet Albedo kept his resolve. He brandished his 'omnitrix' to him and smirked.

"We have a common goal as well as common enemies, I do believe we can help each other achieve those goals and punish those enemies, and this device on my arm can help us do both. Interested?"

Vilgax eyed the omnitrix look-a-alike and figured this doppelganger may be useful to him afterall. "You've peaked my interests, little one. What do you have in mind?"

"Not just yet, first we need to gather our third member of this little team. Look over there." Albedo pointed to the far right corner of the warehouse he based in and Vilgax looked in mild shock at what appeared to be another stone time gate like the one back in Navajo Valley.

"Is this that same time gate I had used a while back or is this a different one?" Vilgax questioned.

"It is a different one, one of the only other ones in existence. I had modified it and worked myself to the bones calibrating it with similar technology based on the Null Void and I had just discovered a very powerful ally that will complete our triad." Albedo explained as he input some commands on a high tech terminal that was connected to the time gate. After inputing all the information it activated and revealed a dark yellow light that was similar to the Null Void projection tech, out came one foot then an entire person dressed head to toe in black tight leather with long black hair.

"Vilgax I would like you to meet one of the worst villains from the future; say hello to….

Kevin Eleven thousand."

The said man looked up with a demonic grin on his face and a twisted look in his eye. "I think I'm going to like it here." He said darkly.
Chapter Seventeen: Ultimatum (part one)

By Auumaan

Standing tall just out the entryway of the time gate was one of the most feared enemies of the future. He came from Ben Ten thousand's time, pulled out of the Null Void dimension and brought to this time; to this dimension to terrorize yet again.

"Vilgax meet Kevin Eleven Thousand; our third and final member of this 'Team' we have here." Albedo declared smugly as Vilgax crossed his arms unimpressed.

"Hmm, where am I? You there; tell me now." Kevin11K demanded with calm venomous tone.

"In the year 2011, a good two and a half or so decades prior to your time. I'm-"

"Albedo. I know who you are." Kevin said as he turned his head to eye Vilgax. "I definitely remember squid face right there, now why did you bring me to this lousy time period? I better like your answer or else." Kevin11K threatened then raised his left hand and materialized fierce flames around it.

Albedo simply smirked and brandished out his self-made Omnitrix otherwise known as the Ultimatrix. He adjusted the dial and slammed his palm down, with a bright green flash stood a doppelganger of Humongasaur.

"Is that supposed to impress anyone?" Vilgax sneered and Albedo grinned as he adjusted the Omni symbol on his chest again. With another bright flash stood a creature a good size bigger than Humongasaur, it was armored like a turtoise and armaments naturally grafted into it's hands.

"No, this is. This is what my genius has wrought; an evolutionary function I myself developed for the Ultimatrix, with this we can destroy Ben Tennyson and the entire Plumber Organization. What say you?" Ultimate Humongasaur said to the other two villains . Vilgax nodded and Kevin11K smiled an evil grin.

Elsewhere…

Walking hand-in-hand down a hallway of a nearby Plumber base, Gwen and Ben strolled next to each other like an obvious young couple while their grandfather walked ahead of them.

"Huh, somehow I'm not surprised, Ben. Now Carlie, are you going to add the entire population of Bellewood girls next? Hm?" Gwen joked taking the news of the latest girl added to the group awfully well. She was wearing a trendy white jacket over a pink tank top and some tight fitting jeans. Ben was wearing his usual getup and enjoying Gwen's company yet Max himself had a frown on his face. He was not feeling easy at the moment.

"It just sorta happened, I'm sorry." Ben apologized as she hooked her arm around his.

"You don't need to apologize, I know you didn't mean to, that magic augment on you hasn't worn off yet afterall. Don't worry too much about it, I mean the older me said you master it eventually, just have faith, Ben." She said winking and kissing him on the cheek. Somehow she always knew how to relax him whenever he got stressed out. "By the way, my mom want's to talk to the both of us later, it's really important."

"Is it about your dad?" Ben asked and she nodded. "Is everything okay between them?"

"You'll see, we have to hear it from mom herself to get the big picture first."

Ben nodded and Max turned his head to look at them.

"Ben, before we go any further you have to know that the higher ups of the Plumber agency want to put you on for Plumber candidacy." Max said and Ben's face held an expression of utter shock.

'Is he for real?' Ben thought in amazement, part of him always wanted to be part of this illustrious agency of defenders against alien threats, but he secretly thought it was too good to be true. "Grandpa, is this for real?"

Max reached his destination with the other two behind him and pressed his palm against the handprint lock next to the door. when the sliding doors opened, Ben's eyes went wide with wonder.

"Believe it,kiddo." Max said proudly as Ben viewed a high tech looking area with Plumber agents and workers striding here and there like a busy police station. It resembled something out of a science fiction movie that he had watched and felt elated that they wanted him to be a part of it.

"This is the sector 2814 of the Plumber's organization; this is 'Providence' sector and it's where you'll be imitated and stationed." Max stated as the two astonished teenagers walked inside as Max began giving them the tour.

"Times are getting dangerous and crazy lately, Ben. The containment unit I created that was holding Vilgax inside was stolen by that imitator of yours called Albedo. Vilgax alone is a big enough worry and now we have a Ben10 doppelganger with Omnitrix tech at his disposal." Max stated and Ben nodded seriously.

"Yeah, Albedo is definitely a pain in the butt alright, I thought he was done when Azmuth clipped his Omnitrix's wings last time around. I guess not, but I'll be ready for them."

"We'll be ready, together we'll fight, Ben." Gwen reassured squeezing his hand gently. Ben smiled his appreciation and thought 'what a woman'.

"Aside from the danger the world is in, placing you in the plumbers would also be a large plus since you have so many lady friends you're now responsible for. It wouldn't hurt to make some money and preparations with all your commitments, don't worry it pays a very decent amount."

"Sweet." Ben pumped a fist in the air.

"But first things first, you need to have your physical taken right now then later you will be shown to your dormitory. You'll meet a familiar face there, now get going, kiddo." Max pointed him to a certain direction and Ben noticed several medical signs on the wall that indicate where to go. He kissed his girlfriend goodbye and strode towards the medical office while Max and Gwen stood behind.

"So when am I going to invited into the plumbers, grandpa?" Gwen asked putting her hands on her hips.

"Hehe, don't worry, Gwen. You and Kevin's time is coming soon, Ben is only going first because he needs it more. What with all those women he has to provide for as well as the possibility of having children in the near future." Max explained.

"Point taken, in fact I need to go to a meeting with all the girls to organize and set up some kind of schedule we can all agree on actually." Gwen added looking in thought.

"Getting crowded I take it, that kid definitely has mojo alright,hehe." Max said chuckling as he processed the thought of having multiple great grandkids in the near future.

"Well with this new girl; Carly, and the fact that the 'famous' Jennifer Nocturne is kinda temping with being in the group, we all agreed that we needed to time manage with Ben." Gwen explained.

"I just hope you gals don't put too much pressure on him, he has a lot on his plate right now, more than others now that I think about it." Max said solemnly as he recalled his grandson being the prime target of Vilgax and Albedo, as well as gathering more hands to hold. Max wondered what kind of interesting future was in place for him, but relaxed knowing Gwen and a handful of other girls were there to support him.

"No worries, gramps, but when/if wedding time comes around we'll put him through all hell." Gwen joked smiling as she and Max began their own tour around the Providence sector of the Plumbers.

Where Ben was at…

Walking through the sliding doors Ben came upon the medical center where he was told to go, it was vast in space and very sophisticated by appearance, there seemed to be only person there and she was sitting at a lab desk behind a monitor screen.

"Uh hello? I was told to come here for my physical." Ben asked loudly as he casually approached the lady at the desk.

"Oh I know from experience that you don't need to be examined to be categorized as 'healthy', hm?" A very familiar feminine voice said. Ben's ears perked and his eyes went wide when the older woman stepped up from her chair and approached Ben.

"Whoa! Doc Holiday?" Ben asked amazed when once again viewed the voluptuous form of the sexy scientist walk towards him with swaying hips. She wore her usual outfit of a black hoop skirt with an orange sleeveless top underneath her lab coat.

"Hm, you forgot to text me, that deserves punishment." She said giving an evil smirk and took a rubber glove to put on her right hand.

Ben gulped loudly and immediately thought of something to do to apologize to her.

"Uh oh, I can make it up to you, Cassandra, big time. Just don't do not do a cavity search." Ben pleaded as she chuckled lightly and pulled him into an embrace. Ben may have fell for it, but Holiday was just pulling his leg with that cavity search bluff, instantly the older woman's lips were on top of the young lad's lips.

Ben felt her arms wrap around his back and deepen the kiss to the point where he felt her tongue invade his mouth, he was already feeling aroused as he savored the feeling of Holiday making love to him. He missed this, it had indeed been awhile since his romp with her last time around, but he had been very busy with missions and planned to make time for all of the gals later.

"Mmmmm, I missed this." Holiday said gently breaking away from the boy's mouth.

"Look I'm sorry, I jus-" Ben tried to apologize until she pressed a finger to his lips to shush him.

"Ben you don't need to say 'sorry', I work in the Plumbers agency, I know you've had your hands full lately. I'm just glad to see you again." Holiday said until her eyes fixed on his pants and she smiled at him again. "And it seems you are glad to see me too, very glad."

'She is such a sex kitten.' Ben thought in amazement. "You bet I am, so I take it you transferred to this sector for some more time with me?"

"It's not always about you, you know, but actually yes. Also there was too much unneeded sexual tension from some of the guys over at my old sector, I figured it was time for a fresh start here at the providence sector. What better person to share it with than you." Holiday said.

Ben blushed a bit and smirked. "Is that door locked?"

"You bet, no cameras in here either, its just you and me." Holiday said sharing another kiss with him.

"Perfect." Ben replied before placing his hands on her rear and squeezing eagerly, she appreciated the idea and feeling frisky she wrapped a leg around his lower back. Ben then moved forward with her to sit her on top of the desk table and lean in for another deep kiss while groping her breasts through her shirt. Holiday moaned inwardly as she placed one of her hands on top of his and guided it while it groped her breast. Ben could feel his tongue inside her mouth and feel extreme elation as her lips sucked it in, it wouldn't be long before he would lose restraint and ravage her right there on the table.

This went on for some time before Holiday broke from the kiss to say something.

"Ben, I'm not wearing any panties." She said sexily thus causing his pants to tighten a bit. "Take me now." She moved her hands to her shirt to peel it up from the bottom and reveal her rather large tits to him.

"Oh I intend to." Ben was now thinking with his 'sword' rather than his mind and immediately unzipped his pants to bring out his fully erect rod of fleshy steel. He used his other hand to grab the bottom of her skirt and hike it up all the way to the waist point. Her moist and warm womanhood was fully visible to Ben, without further instruction her grabbed his manhood and guided it to her opening.

"Huah! Oh wow!" Ben moaned as the tight damp flesh tunnel suctioned his cock, Holiday's head reeled back in mild pleasure and she enclosed her legs around his back.

"Give it to me, hero." Holiday whispered seductively to him as his hips began thrusting into her.

In a sensual rhythm his dick eagerly delved into her pussy, each and every time he slide into her she either breathed hard or moan lightly. The supple flesh surrounding his cock came ever closer to climax yet Ben displayed that he had more stamina left in him.

Over and over again he pounded into her snatch and her legs closed in on him tighter and tighter until she gripped the table edge as she hollered out his name.

"Cassie! I'm cumming!" Ben grit his teeth as his hips lunged into hers one last time before both bodies undulated while Ben blasted Holiday's womb with a large amount of sperm. His lower body twitched several more times before collapsing ontop of his lover, feeling his appendage soften up Holiday's pussy dripped cum out of it's opening while Ben laid on top of her in a sweaty heap.

Both were panting hard and stayed together on the desk with Ben basically using Holiday's tits as a pillow, but after a few more seconds she spoke up again.

"You ready for another round? We barely get enough time with you as it is, you know." She whispered to his ear in a sexy way.

Ben looked up and smirked. "Like you have to ask, I'm ready twenty four seven."

She giggled inwardly at his eagerness and reached a hand behind her head to untie her bun and let her long black hair fall free. She was already stunning with the bun tying her hair back, but with her natural length hair free and loose she dazzled Ben with her loveliness.

"Get up, I want to try a different position."

"Wow you're incredibly gorgeous." Ben stated as he was still in amazement and hypnotically rose up off her.

The sexy older woman got up and turned around to place her hands on the desk and held her rear out to wiggle at Ben sexily. She was such a sex minx when she wasn't focused on her work.

'She wants it doggystyle, eh? You're on.' Ben thought pleased as he got behind her and stroke himself off to get hard again. In no time at all he felt his manhood harden itself again, mostly due to viewing Holiday's curvaceous behind wiggling if front of him, and inch by inch the teenager slid his dick into the moist lips of Holiday's womanhood.

"Huuooaaahhh!" She gasped at the feeling of him inside her once more. The feeling never got dull and neither did their love for each other.

"Mmgh!" Ben grunted as he began pounding into her in a steadily rising pattern. As soon as he delved into her depths he withdrew his cock to the tip and immediately slid it back in with much force.

The slick sensation of his rod repeatedly penetrating her depths continued on for some time and the speed at which he thrust into her rose eventually. She gripped the edge of her desk and hung her head as her body undulated in orgasmic spasm, she rose her head up one last time before moaning outloud while her pussy muscles began contracting on Ben's thrusting cock.

Her back arched and Ben's twitched as his grip on her hips tightened while his manhood let loose another cascade of semen into her womanly depths. After thrusting his hips into her rear a few more times he finished cumming inside her womb and slumped over her back in exhaustion. Both of their bodies sweaty and spent they slumped to the floor in each other's arms blissfully oblivious to the world around them. It was some time later that Ben had to depart to visit his aunt Lily to get an update on her marriage troubles, Holiday had agreed to go the meeting all of the girls were holding for schedule time with Ben, they kiss each other good bye and left the lab. Ben was stationed here and so was she, therefore they would be 'seeing' each other much much more often.

At Aunt Lily's house..

Driving up in his car Ben reached his Aunt Lily's home and parked in the driveway, after getting out he walked up and knocked on the door. Opening it was Lily herself and with a genuinely peacefully happy expression on her face.

"Ben!" Lily lunged and grabbed a surprised Ben to pull into a deep hug. After letting go gently she looked at him with a smile and pulled him inside. "How are you doing, kiddo? I've been meaning to talk to you, but you've been pretty occupied lately I take it."

"Yeah, but I'm free right now thankfully. I came here to check up on you, so how is everything with you and Uncle Frank?" He asked even though the joyful look on her face hinted something good in her life.

"Have a seat and I'll get started." She instructed as she walked into the living room to sit on one of the couches. Ben sat on the one across and waited patiently for her answer.

"Well where to begin? Hehe, Ben, you know how I assumed Frank was on cheating on me with another me?" Lily began and Ben nodded. He also briefly looked around and noticed they were home alone, no Kenny, Frank, or Gwen in sight.

"Well when I found that card with the phone number and info I immediately thought the worst, but shortly after my 'affair' with you, Frank came home and I confronted him about it. It turns out the number was for a medical institute he was moonlighting to, the name of the woman was his instructor and he was trying to improve on his career skills. I even met the woman herself and saw the institute myself, I've been overreacting literally over nothing, Frank and I had a good laugh about it and made up in bed." She lightly chuckled to herself and Ben let loose a sigh of relief after hearing the news.

"That's good to know, I never saw Uncle Frank as two-timer, but where does that leave the two of us? Do we just forget about it and never bring it up again or something?" ben asked still somewhat worried about the night he shared with her.

She looked at him and contemplated for a moment before getting up and walking towards him, much to his stupor, she unexpectedly sat down on his lap and rubbed a hand along his chest.

"Aunt Lily?"

"Ben, I'll be honest with you, after that night I don't think I could turn away from the feeling that sex gave me. It was nothing I ever experienced before, I'm still a married woman and a devoted one at that, but I won't ruin my marriage or break up my family." Lily said sincerely.

Ben nodded. "I see what you're saying and I-!" Ben was cut off when the older redheaded mother of his girlfriend pressed her lips to his and let an intruding tongue swirl around inside his mouth. Although he was greatly shocked he could also feel his erection rising and reflexively moved one of his hands to one of her thighs.

"Muah…" Lily removed her mouth from his and looked at him with lusty bedroom eyes. Ben simply sat there dumbfounded and waited for an explanation. "I also want to keep this little 'secret relationship' between us going, if that is okay with you. Hmmm, seems like it is." She said the last part noticing his erection and guiding her left hand to it to massage.

"But isn't it cheating on him? This is kind ironic in a strange way." Ben said blushing as his aunt kept stroking his hard on through his jeans.

"I'm not pleased about doing this without uncle Frank knowing, but my body or my mind just can't resist the kind of heavenly feeling you and that charm give me. I need this, Ben. Frank is more of a workaholic and barely notices me in a sexual way, even when I occasionally wear my see-through nightie to bed. I doubt I could even say 'no' if that charm magic of yours acts up when anything even remotely affectionate happens anyway, so what do you say, Ben? Will you make this woman happy?" She asked in a sincerely needed way.

Ben mentally sighed, his body wanted this alright, but he didn't like that she wanted this without his uncle knowing. However it seemed like he wasn't paying attention to her needs and that may not change anytime soon, regardless, the charm seemed to have a mind of its own and until he could figure out a way to control it things like this are bound to happen. Besides, this poor woman needs more love in her life, it just has to be him to give it.

"Okay, sure. I just want to make you happy, Aunt Lily." Ben answered looking up at her with an honest smile, she nearly had tears in her eyes and displayed her gratitude by shoving her lips onto his again and this time there was so much energy put into it that they fell back on the couch.

"Mmmmmm." Lily moaned inwardly as Ben wrestled his tongue with hers in a moist slick wrestling match between tongues, she then drew back her tongue and began sucking on his with her mouth. Aunt and nephew continued making out romantically on the couch, thankfully no one was around while they did this and hiding this from everyone would have to be a habit soon. Ben's right hand held hers, his fingers entwined with hers, Lily's hips slowly grinded along his crotch area while they continued. She was wearing her usual attire of green dress shirt over a white tank top with her blue hoop skirt, but they would come off soon enough. Ben slid his free hand up her undershirt until he reached her still bra covered breasts, they were as big as Holiday's and that's a very good thing, he started groping and squeezing her right one.

While he was giving this treatment to her breast she decided to use her hand to unzip his pants and tug them down a bit.

Ben's hand reached underneath the cloth of the bra and felt his fingers touch her nipple, without hesitation he started pinching, pulling, and fondling that nipple along with breast. Lily tensed as he did that, truthfully her breasts were her orgasmic weakness and Ben was just teasing her as he played with her breast, without waiting she pulled down the hem of his pants just enough so that his bulge underneath black boxers was clearly visible. Rubbing her hand along it she caused Ben to tense up as well while she kept her lips firmly on his, sure they were both good at foreplay, but Lily wanted it inside now.

Lily slid his boxers down so that his steel hard rod was standing fully erect for her attention, she then unexpectedly removed her hand from Ben's tugged boxers and placed both of them on the sides of his face and greatly deepened her lip lock with her nephew.

'!' This greatly surprised Ben yet it wasn't unwelcome, he felt the sensation of the older woman's lips massaging his as her tongue was taking his mouth for a joy ride. 'Hot dam, Aunt Lily. You are an incredible kisser.' Ben thought while his mouth sucked on her tongue. After several more minutes of this she gently broke from the kiss with a visible thin string of saliva connecting their mouths. She licked her lips and winked at him as her hands went behind her back to unclasp her bra, Ben mentally made a 'wow' at both her kissing talent and her voluptuous breasts bouncing free from the bra as it fell to the ground.

"You like?" She asked amused at his currently flushed face. He nodded and she went to work stroking his erect member with her right hand while she placed her other hand to his face to insert an index finger into his mouth. She was getting very turned on by all of this, so much so that she foregoes the rest of the foreplay and proceeded to the main course. Getting up she reached her hands to the bottom of her hoop skirt and hikes it up to her belly button thus revealing her cotton pink panties for Ben to see, pulling them down she once again revealed her glistening well shaven pussy ready for screwing.

"I'm going to take you around the world, Ben." Lily whispered as she hovered her lower body over his rod and lowered herself to where the tip of his cock mad contact with her snatch. "Haahh!" she breathed loudly as she sank all the way and felt the hard flesh intruder bury itself to the hilt; Ben was literally balls deep inside Lily.

'Oh wow I forgot how great she felt! She's very tight down there and it feels incredible!' Ben thought in bliss as his aunt rode him.

Lily swayed her hips back and forth making sure Ben felt every bit of pleasure that was her body, this pattern went on for minutes until she changed tactics and grabbed his shoulders so she could bounce her hips up and down this time.

"Ungh!" Ben grabbed her bouncing hips and gripped them as she bounce her hips down on his so that her pussy was repeatedly penetrated by him.

"Oh Ben!" She hollered as she went faster and faster, tits bouncing as she went on.

The older redheaded aunt feverishly rocked her hips into her nephew's length and mentally wished it to never end, she herself never thought of herself as such a nymphomaniac and she guessed that the charm is what brought it out of her, but Ben would be the only person she would share this side of her with.

Both their bodies sweaty and smelling of each other's sex, woman and boy were both close to climax and Lily made sure she wouldn't let go of him when he would lose his load inside.

Her vigorous rocking continued on for minutes and she leaned for another deep French kiss with Ben as she continued, soon her toes curled and her grip on him tightened as her orgasm skyrocketed.

"Aaahh BEN! Hahh!" Lily screamed out in pleasure as her climax caused her pussy muscles to contract wildly on Ben's cock which in turn caused him to come as well.

"Aunt Lily!" Ben gripped her highs tightly as his dick twitched wildly and spewed gushing amounts of sperm into womanhood, into her womb.

"Oooohhhh!" lily moaned loudly again as her orgasm continued as did the feeling of Ben's semen filling her up. After several more undulations by both of them their climaxes ceased and Lily slumped over Ben spent.

Ben was breathing heavily and so was Lily, she then cuddled next to him with his head nestling against her breasts, they were still on the couch exposed, but the two were very happy.

"That was amazing, Ben." Lily said softly stroking his hair.

"You were the amazing, Aunt Lily." Ben answered back as he comfortably wrapped an arm around her waist.

"Just call me: Lillian, Ben. No more of that 'Aunty' stuff, it makes me feel old." She said lightly laughing at the last part. She reached over to her cum dripping snatch and scooped up some and brought it to her mouth to taste it, she hummed her satisfaction and looked over to Ben. "You came so much in me, it's a good thing that charm magic has a birth control effect, but how about next time…you go in from the back door." She said with a sultry smile and grabbed his left hand to place on her supple buttocks.

"You know, that doesn't like such a bad idea, …Lilian." He said ignoring the awkward feeling of saying his aunt's full first name while they cuddled naked together for some time.

Elsewhere…

Where Kevin was at….

Driving his signature green car, with hidden tech built in, Kevin drove down a familiar road to meet up with the Plumber's helpers to help them figure out the recently discovered alien tech Vilgax apparently had shown interest in before he was sealed up.

'They mentioned something about synthoids being built by old squid face before we locked him up, I wonder what kind of tech it is. I am honored they call the 'expert'; yours truly.' Kevin thought to himself in slight smugness. It was at night outside and he was in a neighborhood area, but the last thing he expected to be standing smackdab in the road ahead of him wa-

"What the-? Albedo?" Kevin was on course for running into the Ben10 doppelganger and had the brief notion of running him over, but stopped himself and slowed to a halt just in time. 'Should've just run his sorry butt over, but I don't do that kind of stuff anymore. I wonder what's he doing here?' Kevin thought getting out of the car.

"You're supposed to be in jail, ya cheap knockoff." Kevin said touching his car to armor up.

"And you're supposed to be in the Null Void, Levin, but I'm not here to taunt." Albedo stated smirking and brandished out his new 'omnitrix' he calls: "The Ultimatrix."

"Looking to dance, copycat?" Kevin asked standing ready for battle as he morphed his arms into blade shapes. "I see you got your imitation Omnitrix working again."

"Dance? I wish to party. Meet the Ultimatrix, Levin." Albedo stated as he tuned the dial and slammed his palm down on it. In a bright red flash Diamondhead appeared in his place.

"Color me unimpressed." Kevin made a charge at him while Albedo stood unflinching with his arms morphed into spiked blades.

On reflex Diamondhead shot out a barrage of crystalline projectiles to which Kevin deflected with his arm blades.

With a loud crashing sound Kevin's steel hard blade fist collided into Diamondhead's chest armor, but Albedo returned with a straight to Kevin's gut that sent him back a foot and fired more projectiles at point blank range.

"Huh!" Kevin shielded himself with his armored arms just in time to feel the pelting hailstorm of crystals bouncing off.

Before Kevin could counterattack Albedo he felt a small rumble coming from the ground underneath him and then a crystal spiked jag protruded at high speed at him.

"Oohhmmp!" Kevin was tossed like a brick onto his car causing to collapsed on itself. Rising up quickly Kevin got ready to make another strike at him. "Oh you're going to get it alright."

"Not as much as you, Levin boy. Let me show you why I call this the Ultimatrix." Diamondhead said as he quickly turned the dial on his chest and changed in a bright red flash to yet another familiar alien: Humongasaur.

Not giving him the chance, Kevin charged at him and morphed his right arm into a mace shape and outstretched it to attack Albedo.

Before he could even connect his attack another red flash lit up and revealed something bigger than Humongasaur, it loomed over Kevin with a great shadow and made his way towards him.

"Meet Ultimate Humongasaur." Albedo said in his monstrous form as he stalked towards Kevin.

Where Ben was at…

It was nighttime alright, Ben was exhausted and kinda sore down there, but he was heading home to rest up and be ready for another day. Tomorrow is going to be his first day of initiation and training at the Plumber Sector he was now employed in, school was also going to start again soon and he would need to be ready to deal with that and Plumber work.

"Hm? Who's car is that?" Ben asked himself as he drove up to his home and parked along the curb. He noticed a different other car there parked in the driveway, he figured it would be a visit from a guest or a relative, either way he just wanted to go to his room to sleep. Getting out of his car and walking up to the door, he opened and peered inside to see his mother and father chitchatting with a very familiar pair of faces.

Sitting on one of the couches across from the one his mom and dad were sitting was Camille Mann (Now an in-law and new member to the family) and her little cousin: Lucy. Ben remembered Lucy, she's a member of the alien race known as 'Sludgepuppies', gelatinous based aliens that can take human, humanoid, and alien beast forms, however Lucy obviously looked older since she was now taller and her layered blonde hair was tied into a ponytail. She was wearing a cheerleading uniform that was designed in black and gold colors, her cheerleading sweater was tight and showed her midriff, her skirt was even short enough for Ben to peek distantly at her white panties. Camille looked the same, but was indeed very attractive nonetheless.

Her medium length dark red hair was tied into a bun and she wore a simple black tank top underneath a violet sweater and long black skirt with pantyhose. Ben almost got a nosebleed just looking at her, but quickly shook it off as to not want any more charm related sexcapades to happen anytime soon.

"Ben! Glad you're home, have you said hello to your distant cousins: Camille and Lucy?" Sandra called out to him after she spotted him trying to sneak up the stairs.

'Crap, I really wanted to just sleep, oh well.' Ben thought as he walked over to the living room with a polite smile to greet the two.

"Hey Camille, Lucy, how've you been? Didn't see ya for awhile." Ben greeted before Camille rose to pull him into a deep family hug. Although the hug was a family hug, but Ben got perverted thoughts when his face was pressed so deeply against her rather supple breasts.

'Breasts, breasts….! I hope I can cover my erection after this.' Ben thought as Camille released him so her younger cousin Lucy can give him a brief hug next.

"Well it was nice seeing you again, but I think I'm going to head to my room now to do stuff." Ben stated rubbing the back of his head, as he was trying to get away he noticed Lucy following him up the steps.

"Ben don't be rude now, show Lucy your Dvd collection or your Sumo Slammer stuff while she's here, she's a fan of Sumo Slammers too, ya know."

'Sigh' Ben thought stressed before shouting a friendly okay to his mom.

"Oh and Lucy.." Sandra called out one more time and Lucy cutely turned her head to listen.

"Yes, Aunt Sandra?" Lucy asked.

"Make sure Ben doesn't do anything perverted like read a naughty magazine in front of you or look at dirty things on his computer, okay?" Sandra asked sweetly much to Ben's utter embarrassment.

"Mom!" Ben blushed embarrassed as he quickened his pace up the steps with a giggling Lucy on his trail.

Later…

"So…How's life?" Ben asked awkwardly as the perky girl in his room was reading a comic book she found on the floor.

"That's a boring question, but I'm just peachy actually. Want to dance? It'll be just like old times." Lucy asked energetically as she sat on his bed with him.

"No thanks, last time I did that I slipped and fell on your sludge feet." Ben said grinning.

"Hehehe, you do remember. That was just some fun on my part, won't happen again though, promise." She said sweetly while making a cute puppy dog face at Ben.

Ben crossed his arms and look indifferent, he didn't want to be mean, but he was so exhausted that he wished to sleep already.

"Come on, Ben. Lucy really likes it when you dance with her." Camille said surprising everyone, she was standing in the doorway with her arms crossed and a soft smile on her lips.

Ben slumped his shoulders and got up off his bed. "Fine, let's do this, but I'm not much of a dancer, you know. In fact it's been five years since the last time you and I danced."

Lucy looked giddy and she bounced off the bed to stand on the floor next to Ben, Camille walked in as well.

"Don't worry I'll teach the two of you." Camille said as Lucy stood close enough to hold him by the hands, Camille placed her hands on Ben's hips and positioned him and Lucy in certain dancing stances.

After several more instructions Ben and Lucy began their slow dancing serenade in the middle of his room while Camille sat on the edge of his bed to watch in amusement.

"Not bad, not bad, but Ben try to keep focused on holding her hip and shoulder. Not touchy touch or peeping, okay?" Camille commented teasing him a bit.

"You're definitely a part of the family alright, everyone loves to tease me for some reason." Ben said looking over lucy's shoulder at Camille.

"I wouldn't tease you, Ben." Lucy stated gazing at him with her lovely blue eyes.

"That's good to know, I really appreciate that, Lucy. By the way don't you have a boyfriend to practice this with?" Ben asked curiously.

Lucy bit her lip and looked to the side without answering. "I uh don't have a boyfriend, Ben."

"Oh, sorry, I didn't mean to be rude." Ben said apologizing as he dipped her and brought up back up to pull her into his arms as a dance move.

"No big, but I do have a crush on someone though, want to know who it is?" Lucy asked sexily winking at him.

'Uh oh, I'd better stop this before something happens and Charmcaster magically castrates me or something.' Ben thought as he got a pretty good idea on what she was talking about. "Uh Lucy, maybe I should tell you that-"

"She has a crush on you, Ben. Isn't it obvious?" Camille stated interrupting and causing Lucy to blush in slight embarrassment.

"Oh oh well… that's cool and all, and you're a very cute gal and all, but…" Ben was once again interrupted when Lucy ditched all restraint and shyness by surprise kissing him on the lips deeply. Who would have thought it, huh? Lucy of all people had a crush on Ben and now it was coming full circle, Ben was going to have a hard time explaining this to them and the girls later.

'No no no no no! The charm effect is going active!' Ben thought as Lucy softly removed her lips from his with a pleased happy expression on her face.

Camille had a 'wow' expression on her face after seeing her cousin just French another distant cousin, she knew about Lucy's infatuation with Ben, but didn't figure she would follow through with it so soon after seeing him again. Suddenly a strange new feeling overcame her senses and her eyes unknowingly began glowing bright pink as did Lucy's, both girls were now unexpectedly filled with heartfelt love and lust that's being directed at the distressed looking boy in the room.

Lucy now gazed at him with bright pink eyes glowing and grabbed him by the shoulders to lightly shove him onto the bed, Camille had the same look on her face as the two alien cousins prowled over the green clad hero on the bed.

"Aw darnit, it happened again." Ben sighed then looked at the sight of Lucy pulling up her cheerleading top to reveal her braless breasts to a now aroused Ben. The charm effect shined it's lusty effect on his mind and body as well, suddenly he now felt the urge so make love to the two distant relatives coming down on him.

Camille went behind Lucy and placed her hands on the younger girl's chest to grope and massage the teen's petite tits in front of Ben while Lucy herself reached her arms behind to grasp the back of Camille's neck. It was almost like they were imitating a porno movie scene, not that Ben watched a lot of that anyway, but it was certainly similar.

Meanwhile outside the Tennyson household…

"Albedo, do you have Levin?" Vilgax's voice sounded over the communication channel, the menacing alien tyrant stood battle ready outside a certain hero's home ready to strike, but he waited until he heard the signal.

"Like you have to ask." Albedo spoke in Ultimate Humongasaur's voice as he dragged an unconscious Kevin with him back to their base of operations. "You grab Tennyson's parents and bring them back to the ship to hold as bargain chips, begin now."

"I don't take orders, I give them! You forget your place, Albedo. I know what the plan is and I don't need you tell me how it works." Vilgax said with a growling voice as he waited for the right moment.

Ultimate Humongasaur growled. "Have it your way, let's just get this over with." he stated as he stalked away while dragging Kevin with him.

Where Ben was at…

Kneeling down in front of him was a topless Lucy and Camille, Camille's breasts were a good size bigger than Lucy's of course and infused with lusty magic they placed their lips at the base of Ben's erect shaft. Ben's head was reeled back in pleasure as he felt Camille's lips kiss and suckle here and there along his dick while Lucy sucked in one of his balls erotically.

The charm glow clearly visible in their eyes and the look of lust on their faces Ben wondered what the ramifications of this could be later on, but his mind was too clouded with euphoria to think.

He then felt Camille take him entirely in her mouth while Lucy rose up to place her visible snatch over his face. Her panties were yanked down her ankles and her uniform skirt was hiked up to her abdomen making her supple rear and hairless pussy ready for Ben to service.

Feeling Camille now deepthroating his member Lucy then lowered her bare snatch onto his mouth, feeling controlled by the lust Ben dug his tongue and mouth into her clit causing her to tighten her thighs around his head.

Camille's mouth continued suctioning his hard on and she has shown that she was indeed a pro at it, Ben felt extremely close just from her blow job alone.

Wet slapping sounds can be heard as Camille voluntary face humped Ben's meat while her young cousin was cradling Ben's head as he ate her out. His tongue wormed in and out of her slit vigorously until he then placed two fingers into the same place he was servicing, Camille felt his hips undulate signaling he was about to blow his load.

All she did was increased the force of her suction and the pace she was giving and within a couple of minutes she felt the cock in her mouth twitched wildly letting loose a spill of sperm down her throat.

'Damn she's good!' Ben thought while he was cumming inside Camille's throat, if his head wasn't enclosed in Lucy's sexy legs he could hear the swallowing sounds Camille was making. Gushing amounts of semen spilled down her throat as she gulped it all down willingly and with satisfied taste. At the same time Lucy climax all over Ben's face and gushed her pussy juices all along his tongue and mouth.

"Wow…" Ben laid spent on his bed with Lucy resting her head on his and Camille cuddling on the other side of him with her fingers rubbing his chest in circles. The Charm effect was still active and still had their senses and minds clouded with sex filled thoughts, but before anyone could continue-

Loud wall crashing sounds were heard downstairs causing Ben to bolt up and redress himself so he could hurry downstairs to see what it was.

When he did he noticed the front wall of his house smashed from the outside and in it's place stood someone Ben hoped to never see again.

"Miss me, Tennyson?" Vilgax said standing in the wreckage ready for battle.

"Vilgax?" Ben was now on full alert and readied himself and the Omnitrix for one hell of a fight.

"The one and only, time for some much due payback, you little brat." Vilgax leaped into the air at Ben, who was still at the top of the stairs about to activate his Omnitrix.

"Bring it!" Ben called out as his slammed his palm down on the dial to transform.
Chapter Eighteen: Ultimatum (part Two)

"Miss me, whelp?" The oversized chimeran space terrorist jaunted as he jumped down from above to strike at the tensed up teen.

Ben duck and rolled just in time to feel a tremor shockwave resulting from Vilgax sky bombing the spot where Ben was.

'It's go time!' Ben thought quickly adjusting his dial and when he found a certain alien to use he activated the watch's chosen alien.

"Can't say I'm surprised to see your ugly mug again, but I'm always ready to pound it, Vilgax." Ben said in his 'DiamondHead' alien form and morphed both his forearms into bladed versions of themselves.

Skipping any banter Vilgax would've sent back, Diamondhead dashed forward the green behemoth with his bladed crystalline arms reeled back for an attack. Vilgax stood with a soldier's unflinching resolve and after ducking Diamondhead's initial strike and countering with a right handed jab to Diamondhead's side.

"Ah!" Ben returned with a melee strike using his head to butt into Vilgax's large green skull.

A loud audible bone colliding noise was heard and vilgax flinched slightly at the impact while Ben continued his onslaught.

"You underestimate me, whelp. I did not become one of the most feared beings in the galaxy for nothing!" Vilgax charged at Diamondhead thus catching in his tackling grip as the two crashed through the already wrecked front wall of the house to brawl on the streets outside.

Meanwhile steadily walking outside Ben's room was a nude Lucy clutching some of her clothing her naked petite body. "Ben?" behind her was her cousin: Camille, who was still asleep on the teen's bed, Lucy looked bewildered and very confused as to why she was naked with a feeling of post sex in her body.

Outside with Ben and Vilgax…

Crashing sounds were made violently as Vilgax charged Ben through various walls of nearby fences and lamp posts, Diamondhead was helpless in his grip until Vilgax released him so the green chimeran could deliver a crushing blow to his torso while he was in midair.

Loud impacting sounds could be heard as Diamondhead was sent flying and crashing into an empty truck nearby.

"Ooh… man…this guy means business alright, and being caught off guard after 'that' means he has the advantage." Ben said to himself as he got up shakily from the truck wreckage and noticed Vilgax stalking towards him crackling his knuckles. 'This is insane, I used to always have backup when this guy shows up, but everyone is everywhere at the moment and I can't beat him with just brute strength…' Ben thought when he noticed the truck behind him was a large semi with a fueling tank that was now leaking fuel. Diamondhead understood and waited with sharp jagged forearms out and ready.

Vilgax was a few feet away and had Ben in his sights, the green space warlord then dashed like a raging beast to Ben's location and was about to deliver a devastating right hook until-

"Gotcha." Diamondhead quickly changed into a Swampfire and burrowed into the ground beneath him using his plant-vine form.

When Vilgax halted his attack he quickly scanned around for any sign of his arch nemesis. "You can't run forever, boy. Show yourself!"

Swampfire quickly uprooted himself a good distance away yet within range of Vilgax and the truck. "Who's running?" Swampfire held out both his palms and ignited fierce flames and fired a stream of fire towards the abandoned fuel leaking truck.

'You-!' Vilgax looked alarmed as the blast of flames made contact with the truck and resulted in a fiery explosion that caught him entirely within it's grasp.

With a booming shockwave and the hiss of flames Vilgax was consumed by trap, but Ben knew better than count hit out just yet. Reaching one of his hands to his chest dial he twisted it and slammed his palm down on it to morph into Humongasaur.

"Better make sure." He said to himself as he approached the fiery wreckage to which Vilgax was apparently engulfed in.

"Ben!" A voice called surprising him, he turned his head to see the trio of Plumber's Helpers: Pierce, Manny, and Helen, descending to the ground from one of their mobile dropships.

'What are they doing here?' Humongasaur thought letting his attention slip as he caught sight of Helen in her elegant blue alien form speeding up to him with her two partners right behind.

"We saw the chaos while we patrolling nearby, need an assist?" Pierce asked surveying the damaged scenery. Meanwhile Humongasaur morphed back into Ben's regular human form and made awkward eye contact with Helen who had a small look of sadness on her features.

"Helen, I-" Ben was about to say until she pulled him close to engage in a much needed liplock. Ben was about to start explaining why he wasn't seen around as often, but he got the idea that she understood he was always busy. The looks on both Manny's and Pierce's faces were priceless as they witnessed their teammate Frenchkiss their fellow superhero.

"Helen? Care to explain?" Pierce interrupted causing a blushing Helen to pull back reluctantly from Ben's lips.

"Um, well… I was going to tell you guys, but-" Helen was speaking until Ben had an alarmed look on his face as he realized he forgot something very important.

"Vilgax! I forgot about him!" Ben panicked and looked behind to see the fiery wreckage dying down and Vilgax absent from it.

"Vilgax? That's who you were fighting?" Pierce analyzed the wreckage as well in alert mode along with Ben. For the moment he forgot about the whole Helen and Ben thing going on.

"Where is he? I want a piece of that guy." Manny stated readying his pistols in his usual hot blooded demeanor.

"Be careful, he's definitely around here somewhere!" Ben said out loud reaching his hand over to the Omnitrix ready to activate yet again.

All of them including Helen were looking around to spot the said green alien, but behind them near an alleyway a pair of red eyes shone.

"There!" Manny yelled out when he turned his head to see the looming shadow of Vilgax, but it was too late to act when he made his move.

"Right here, Tennyson!" Vilgax lunged out of the shadows and delivered a ground shaking stomp to the open space between the four teens.

'Whoahh!' Ben, Helen, Manny and Pierce were all blown back by the shockwave and made contact with various parts of the area, Vilgax stood in the middle of it all with an arrogant sublime posture and walked over to the befallen Helen.

Ben was sprawled against a wall of a nearby shop building and barely managed to get back up when he saw Vilgax pick up Helen's unconscious form and slump her over his shoulder.

"Any other day, Tennyson, I would take this opportunity to grind you into dust, but I have a bigger idea in mind for you. You'll find out soon enough." Vilgax stated deviously and flipped a small device nearby his torso so he could teleport in escape with Helen.

"No! Helen! Get back here, Vilgax! Agh!" Ben struggled to run after them but found he was too exhausted and somewhat too battered to chase after them. It didn't matter though, he was gone with one of his girlfriends, probably to use a hostage, it was an old tactic that he always used, but it didn't like it regardless.

Ben slumped a bit and nearly collapsed, Manny and Pierce were getting back up as well when Ben felt his cell phone ringing inside his pocket. 'Maybe that's Gwen or Kevin, I need their help pretty badly right now.' He thought as he scooped out his phone from his pocket and flipped it open.

"Good evening, Benjamin. Nice night isn't it?" the identical voice of Ben otherwise Albedo's said over the phone. It didn't take long to put two and two together for Ben to figure out Vilgax and Albedo had planned this.

"Albedo! Where did Vilgax take my friend?" Ben yelled into the phone.

"I think you mean 'friends', plural, hero. Vilgax took the kliniceran girlfriend of yours and here I have both Kevin and your darling Gwen." Albedo's smug voice said over the phone.

Color drained of Ben's face when he heard that. 'Gwen….he has her… and Kevin and Helen too…' Terror crossed his features then suddenly rage, he wanted to brutalize both Albedo and Vilgax horribly when he got ahold of them, but right now he needed to know on where to find them.

"What do you want, Albedo?" Ben asked through gritted teeth.

"You already know the answer to that, Ben; I want your omnitrix, so I can undo this lousy human replicated form of yours Azmuth locked me in. Come to these coordinates if you want to see your friends again, and come alone." Albedo ended the call and texted a message to Ben's phone containing directions to the meeting place.

'They have them…I need to go, it's one obvious trap, but if I don't…' Ben thought before looking in the distance and noticing a bewildered, barely clothed Lucy Mann looking around the wreckage in the house with equally shocked and confused parents doing the same.

'First things first, I better call Charmcaster and see if she can blanket out their memories of this night before it gets any worse.' Ben thought grabbing his phone until a familiar voice sounded behind him.

"No need, my boy." Ben heard his voice and turned his head to see the ever-so nutty Paradox standing behind him with aloof pleasant demeanor he always has.

"Paradox? What are you doing here?"

"Simple." The said doctor brandished out his signature pocket watch and clicked a button it, Ben looked to his house again and noticed the wreckage was fixed like he was never ruined at all. If Ben had to guess, then he figured Lucy and Camille were probably never 'sexed up' either.

"Correct, kiddo. I rewound time around the general area of your house to where your distant relatives won't remember their little bedroom gettogether with you." Paradox said pocketing his watch.

"uh Thanks, I don't supposed you could also do your magic 'undo' button with Albedo and Vilgax kidnapping my friend and girlfriends, could you?" Ben asked partially knowing that it would be a no.

"No. Sorry, lad, but I can't interfere with destined history. I'm afraid you must go to those coordinates and rescue them, I am only allowed to undo the smaller 'headaches' for now, at least until you figure out how to configure your 'man mojo'." Paradox chuckled a bit. He seemed confident, but Ben could never understand the science time man.

"Okay, thanks again, doc. I guess I have a trap to go to then." Ben said nodding his thanks to the good doctor and ran to his car.

"Ben wait! We'll go with you and help fight Helen's captors." Pierce called out and Ben shook his head.

"Can't, Albedo only wants me there, I can't risk their lives if I bring you two with me." Ben said with a look of focus on his face.

Pierce and Manny didn't look too happy with it, but reluctantly agreed for Helen's sake.

'Here we go, I'm coming, you guys.' Ben thought before getting in his car and driving off.

Later…

Standing outside and leaning against a rock formation of the canyon valley setting he arranged to be in, Albedo was waiting for the arrival of his would be rival.

He had some chili cheese fries in a tray in his right hand and snacked on them little by little as he waited for Ben to show up. When he heard to sound of tires coming closer he immediately had a smile on his face and ditched the fries to walk forward a few paces.

Ben's green/black car slowed to a stop and out he stepped with a very angry look on his face. Albedo walked up closer to meet in halfway with a cocky smirk on his lips.

"Glad you found the place, I was beginning to think you'd gotten lost." Albedo said before activating his own 'omnitrix'. A bright red flash illuminated the area revealing Humongasaur in its wake.

"….." Ben said nothing and transformed as well. In a bright green flash he transformed into his own Humongasaur.

"I see you got your knockoff omnitrix working again." Ben said in Humongasaur's voice.

Albedo smirked and placed his large reptilian hand on his own sigil.

"This is the Ultimatrix, courtesy of Azmuth's lab in which I stole it from. I've made my own little 'modifications' to it such as; the 'Evolutionary' function." Albedo finished causing a suspicious look on Ben's face while Albedo twisted his dial function.

In another bright flash of energy Humongasaur suddenly transformed into a larger version of itself with metal organic openings on it's hands and large protective shell on it's back. It's head was different and looked meaner than ever before.

"Meet Ultimate Humongasaur, Tennyson." Albedo said in it's booming voice before charging straightforward at an unsuspecting Ben-Humongasaur.

With a thunderous clap the large green evolved alien smashed into the smaller reptilian one and kept going until he smashed him into a rocky formation, before Ben could return fire he felt a crushing blow coming 's left fist that made the rock wall behind him crumble slightly.

"My turn!" Ben-Humongasaur quickly uppercut Albedo and delivered a hard hitting head butt.

"Uh!" Albedo flinched slightly as a result and Ben continued his brawling onslaught by punching him left and right in the big green face.

Albedo smirked and caught Ben's incoming left fist, he then grabbed Humongasaur by the neck and with a large amount of strength tossed him over into a pitfall of the canyon.

'This is gonna hurt!' Humongasaur Ben said as he was falling several stories to more rock hard ground of the canyon.

The gigantic dinosaur landed with a great impact that shook the ground beneath him. He was in pain alright, but he was till more than ready to fight, as he got up he noticed the looming shadow of closing in on him. Only this time something was different.

's metallic barrels on his hands adjusted both his hands into makeshift gatling cannons. It was as if he were wielding biological guns built into his arms.

"Have some of this!" Albedo roared then began shooting flaming explosive projectiles out of this 'hand cannons' like a rainfall of incendiaries upon Ben.

"!" Humongasaur had not time to distance and instead shielded himself with his large arms.

A thunderous chain of booming explosions resulted when a barrage of fiery projectiles cascaded the area in front of Ben and then Ben himself.

"Aaahg!" Humongasaur was engulfed in fiery bursts of explosives until closed the distance above and landed with a slamming impact before Ben.

Humongasaur remained standing yet wobbling just a bit before slumping to his knees, his body covered with smoking burns and wounds, then he de-powered out of exhaustion and defeat.

Ben in his human form slumped exhausted and beaten, Albedo had won this fight, but not the war.

"I think this a very satisfying field test for my Ultimatrix, but now I think it's time for you to choose, Tennyson." said before standing over him ready to strike again if need be.

Ben could see in the near distance that Vilgax had appeared with an army of tall lanky white robots behind him. To his side was Kevin, Gwen, and Helen all shackled and bound with Vilgax's sword near their heads.

Ben slowly get up while clutching his right arm in pain, despite being in alien form his human body still took some of the damage he endured, he looked between Vilgax and and his friends.

"Your call, hero. Fork over the Omnitrix and we spare your precious friends, don't and some heads start rolling." Albedo said menacingly as he stood over him.

"Don't do it, Ben! You give them that and it's all over!" Kevin called out.

"You know what to do, Ben! Don't let them take it!" Gwen urged.

"Think about it, they already the Ultimatrix, why would they need the Omnitrix? They'll kill us anyway!" Helen called out as well.

She had a point, Albedo has his knockoff omnitrix, so why they need Ben's? It didn't matter, it was either their lives or the piece of alien technology that's caused him nothing but trouble since he found it.

"Tch, fine. You win, Vilgax. Just let my friends go first then you can have this lousy watch! You already have me at knifepoint." Ben said defeated despite the protests of the others.

"You first or else." Vilgax said nastily as he reared his large sword closer to them.

Ben grit his teeth, Vilgax was never known for keeping his word, but what choice did he have? He needed to forfeit his greatest tool.

Ben sighed and spoke; "Command code 005589-Theta, release." He said causing the green tech on his arm to make some unlocking sounds and remove itself from the boy's arm. Vilgax walked over and wasted no time in snatching it from Ben's arm, he held it up like a trophy and smirked evilly.

"With this it's all over, I win, Tennyson." Vilgax said triumphantly before Ben heard something up above in the sky.

Scratch that, two somethings.

"Paws off my Grandson!" Max Tennyson from above in the air in his armored Plumber suit wielding a large buster rifle, hope dawned on Ben's face as also noticed Charmcaster next to Max in her own suit and casting a magic spell at the same time.

'hot damn!' Ben thought before he heard Charmcaster's sweet voice chanting her incantation.

"Lavador Raito!" CC called out making two separate streams of magical lightning shoot out of her hands and into the crowd of lined up Synthoid bots.

While at the same time Max fired his impressive plasma weapon at the same targets.

Multiple explosions of electricity and energy resulted throughout the armada of Vigax's robots catching by Vilgax and Albedo by surprise, they were distracted and Ben took the chance to run to his bound friends and free them using a miniature utility laser knife he kept with him.

"You shouldn't have given the Omnitrix!" Kevin shouted as his shackles came loose.

"What was I suppose to do? Let Vilgax chop your head off?" Ben shouted back as he ran over to free Gwen and Helen while CC and Max's aerial assault distracted them.

"Ben… Are you alright?" Gwen asked sympathetically to him as she was freed, she noticed that Max had landed down near them while the fires he started cut Albedo and Vilgax off from them.

"Grandpa!" Gwen and Ben were pleasantly to see their grandfather back in action and in the nick of time.

"Gwen, here! Brought something for you! Better hurry and read the chapter I marked." Max said in a rush as he gave Gwen her signature spell book.

"Thanks, Grandpa!" Gwen grabbed and flipped through the pages in haste. CC landed down near them as well and they all heard a roar of rage.

"Uh oh." Kevin looked through the wrecked and remaining Synthoid drones to see a rampaging charging for them like a mad beast.

"I'd hurry if I were you!" Kevin said touching the ground and armoring up just in case.

CC took the initiative and cast another spell to obstruct Albedo's way toward them.

"Solidus Barrio!" CC chanted thus making a think wall of rock stone spring up between Albedo. Immediately they felt the impacts of the big green monster pounding on and breaking through the wall gradually.

"Gwen, is it done yet?" Ben asked and Gwen's eyes shone in bright pink energy.

"Travistas varias!" Gwen called out and she hovered in mid-air as a magical whirlwind of violet energy cascaded around the group.

"Rraggh!" busted the wall into pieces and headed towards them.

In the nick of time Gwen's spell came full circle and teleported all of them to somewhere safe.

"Grrrr." Albedo missed his chance to take them down, but at least he finally had the Omnitrix in his grasp. Vilgax on the other hand had a different idea on what to do with the Omnitrix.

Where Ben was at…

In a whirlwind of magical energy Gwen had teleported everyone to the plumber base CC, Turbine, and Frightwig occupied and with a slumping fall everyone landed on either their butts or backs into the living room area.

Gwen slumped down onto the couch spent from using up so much energy to bring them here, Ben quickly got up and ran over to her to see if she was alright, to his relief she was just resting from magic overuse.

"she's okay. That's a relief." Ben said sighing in relief, Max got up and nursed his back achingly from landing on it, Helen remained in her alien form and zipped around the area to see if Turbine and Frightwig were around while Kevin nursed his neck and slumped into a nearby chair.

Looking to his wrist Ben took in the fact that the Omnitrix, one of the deadliest weapons in the universe, was now in Vilgax's hands. He looked upset and angry at the same time and Max noticed this.

"Ben, we'll figure something out, they haven't won yet." Max said reassuringly to his grandson.

"I need to be alone for awhile." Ben muttered emotionlessly and walked to one of the guest bedrooms in the base to relax and think about the dire situation.

"Ben…" Charmcaster noticed the look of defeat on his face as he left the living room.

"He'll be fine, but what do we do about the double dorks that have the watch now?" Kevin asked to anyone.

Max's face held one of deep concern and seriousness. "Those synthoids are dangerous technology if the wrong person has the right tools for them. If Vilgax has the watch then he'll surely use it's technology and replicate it within those Synthoids. We need to act fast before that happens otherwise there'll be armies of Ben's aliens roaming the planet."

Where Ben was at…

The teen superhero opened a random bedroom and just slumped onto the nearest thing I could find; a bed, he didn't know if this was one of the girl's rooms but he didn't care. Ben just needed some time to figure this whole mess out.

"What am I going to do? They have it now, Vilgax finally has the Omnitrix, and he sure knows how to use it too." Ben muttered to himself remembering all the times Vilgax de-powered him in alien form as a kid.

Pressing his palms to his forehead in mild frustration, Ben figured he needed a way to clear his mind before planning his counterattack, but one surefire way to do that would be-

"Got a minute, Ben?"

Ben craned his head forward to see Helen, in her alien form still, and Charmcaster standing in the doorway leaning against the frame with sincere looks on their faces.

"You look like you got a lot on your mind." Helen added as she and CC walked inside leaving the door closed behind them.

"Yep, my worst enemies have the only tool capable of stopping them and one of them has an imitation of it that can evolve his alien forms. That's a lot on my mind, more than usual." Ben slumped back down in stress.

CC and Helen looked at each other and nodded with both mentally agreeing on what they had to do.

"Hmm?" Ben felt his head rise up and placed back onto CC's lap and Helen laid down beside him in loving comfort. He sighed, sometimes having power is overrated when compared to how many people care about you.

"Ben…" CC cooed gently stroking his head softly and leaning her head down.

"Hm?" Ben looked up to meet her pink eyed gaze.

"It'll be alright, we're here for you always." She said giving him a peck on the forehead.

"What she said." Helen chimed in before sliding a smooth blue right hand up his shirt.

And then it began within seconds…

Helen's hind legs were dangling in the air while a bottomless Ben drove his fully erect and ready manhood into her blue moist snatch, CC had already peeled off her jumpsuit and laid on top of Helen with her tongue swirling around inside the blue alien's mouth.

Helen's vest jacket was open down the middle with her supple breasts out and pert while CC was fully in the nude and on top of the Kliniceran making out with her, Ben didn't need the charm effect to start this yet it was enhancing it all the more.

Over and over again he eagerly pounded his cock into her entrance, CC's naked buttocks was smoothly grinding along Helen's while he continued, truthfully he needed this and hoped no one would barge in.

Being creative Helen brought her tail around and placed it's tip at CC's rear entrance, with a gentle shove she slid her tail tip into CC's anus.

"OOaaahh!" CC felt the felt the fleshy intruder invade her depths as if it a Japanese porn cartoon involving tentacles, but she liked the kinkiness and shoved her mouth back down upon Helen's waiting one. Two female tongues worming around each other's while Ben began driving his rod into Helen's snatch faster and faster, Helen's tail tip whirled around in wormy frenzy inside CC's anus and she loved every bit of it.

"Uungh!" Ben felt his orgasm wash over him and his hips stop thrusting when he started filling up Helen's womb with thick amounts of sperm. "Hoohhh Helen!"

His hips thrusted several more times before finishing up inside her, Helen and CC let got of each other's lips and tongues so they can turn back to Ben removing his cock from Helen's pussy. Before any semen could leak out of the blue alien Helen and CC got a naught idea and changed positions, Helen got on top of CC in a 69 position with Ben's dick directly in front of Helen's waiting tongue. Wasting no time Helen reached her long tongue around Ben's shaft to suck it into her mouth entirely while CC began eating out of Helen's sperm filled cunt.

Dribbling amounts of white cream dripped slowly out of blue pussy and onto CC's tongue into her mouth, she licked here and there and gulped down cum every few seconds, when she practiced she made sure she learned a lot.

Ben's head titled back in pleasure of feeling Helen's long tongue curl around his manhood while at the same time being inside her warm mouth.

"Hhhmm." Helen hummed and grabbed hold of Ben's hips to shove his rod into her mouth faster.

After a few more minutes of this Ben was ready to blow his load again and when he came Helen made sure to shove his cock as far into her mouth as possible.

Ben moaned very loudly as Helen's face touched the fibers of his pubic hair when he came, gushing torrents of semen flooded into Helen's throat and she gratefully swallowed it all.

"Ah." Helen let go with a satisfied taste sigh and CC had finished eating her out, she had much of Ben's cream lathered all over her tongue and face, but before anything else she licked around her lips to clean it all off and swallow.

'Wow…' Ben laid on the bed spent, he hadn't yet climaxed twice in a row that didn't involve a magic spell.

"Feeling a little better now, Sweetie?" CC asked seductively before crawling over to cuddle next to him, Helen did the same and used her tail to fondle his now drained member.

"Much, thanks." Ben stated with a smile, he wrapped his arms around the shoulders of his two women in blissful content.

A knocking was made on the door outside and Ben heard it to be Kevin's voice.

"If you're done screwing around we need to get set up to take the fight to Vilgax and Albedo. By screwing around I meant literally by the way."

Ben chuckled within his throat, and looked to the two gals beside him before responding to Kevin.

"Uh yeah, give me at least twenty more minutes, Kev. Not feeling 'brave' enough yet." Ben said half-joking and half wanting to make love to them one more time before deployment.

"Sigh."

Ben could practically feel Kevin face palm outside.

"You're such a manwhore, Tennyson." Kevin added in mild annoyance with Ben's horndog behavior.

"Fifteen then. Is that ok, you two?" Ben added causing CC and Helen to chuckle in agreement, then they heard Kevin sigh again.

Elsewhere…

Being held in suspension by energy cuffs inside of gyro mechanical frame of imprisonment, Albedo mentally cursed himself for ever allying with Vilgax. Kevin11K was still around in the base somewhere calmly awaiting for the young heroes to show up so he can fight them, overall he held no direct allegiance to anyone other than himself. Vilgax had his entire army of Synthoid bots assembled in the main bridge of the warlord's ship, he had already routed the Synthoid's bodies to absorb and replicate the capabilities of the Omnitrix in his possession, ironically Vilgax chose to rely on his own strength instead of the watch despite having it branded on his left arm now.

"They'll be here anytime, oh so much fun we will have." Vilgax gloated to himself while Albedo glared at him from behind.

Kevin 11K was nearby just relaxing and sitting randomly somewhere waiting in amusement. "Fun indeed, can't wait, Benji." He said to himself when he clenched his left fist with wild electricity coursing around it.

Vilgax activated the Omnitrix thus causing the watch's energy to course throughout the armada of Synthoid drones. Green energy surged throughout and Vilgax spoke an alien's name to use as a template. "Alien form designated: Swampfire." He spoke dreading the childish names Tennyson brandished the alien forms with, but the watch wouldn't pick out alien forms fast enough without their nicknames.

The synthoid drones responded to that command and in a green flash each one of them morphed themselves into the methanos alien known as Swampfire. Each one identical in every single way, all of them fully powered and ready for battle, but Vilgax would only use them to fight off whatever reinforcements Tennyson would bring.

"Killing Tennyson will be my joy alone, no one else's."

Where Ben was at…

Standing in the middle of the living room of the girl's base, Ben stood defiant and ready to face his ultimate enemy. Max, Gwen, CC, Helen, and Kevin all stood there with him ready to face the oncoming challenge of Vilgax and Albedo, though they did not know yet about of Kevin11K.

"We all know where we're going and we're all know this isn't the first time Vilgax has threatened this planet, but it certainly isn't going to be the last time any villain does it. That's why we're all here, we're going on the march and taking the fight to him, he has the Omnitrix now and unfortunately he knows how to be creative with it.

Everyone was giving their full attention to the teen hero as he gave his speech like a seasoned general and they were with him all the way.

"We have to do this with only the few of us, Gwen can't transport an entire army of plumbers to their location, but we also don't want dozens of plumber agents to be caught in the crossfire as well. So it has to be us, wouldn't be the first time, but we're always the ones that have stopped the bad guys before and we're going to do it again!" Ben pumped his now watchless left arm up in the air and he heard encouraging cheers come from his ragtag group.

'You're amazing, Ben.' Gwen thought before something caught her eye.

"You're not alone, Ben." A voice said behind him and Ben turned his head to see a very inspiring sight to see.

Standing together like a small army was Pierce, Elena, Manny, Alan in heat blast mode, Julie armored up in ship, Kai with technological surging gauntlets, Turbine(Tracey), Frightwig(Melissa), and an armored up Joanna(Rojo techs it style).

"We're here to fight alongside you." Elena said wielding two energy SMGs in her hands.

"Just don't ask any of us to die for ya, none of us are here to do any dying." Manny said crossing both sets of his arms.

"Besides even if Gwen can't teleport us all, you have me here as another magic user backup. I can definitely teleport the other half of this 'Alien Force' to Vilgax's bases without breaking a sweat." CC said confidently causing Gwen to stick out her tongue at her.

Ben felt his hear swell, he truly felt like the luckiest guy in the world to have such friends and well er Girlfriends. Max smiled proudly at his grandson for inspiring loyalty and commitment in all these people, he wasn't an arrogant ten year old that fight by himself anymore, he was a hero with many allies at his side.

"Before we go in, I suggest for everyone to wear some protective gear first, there's an armory of spare plumber suits that act as high end armor like mine. Trust me, you'll need it." Max said gesturing to his own suit( It's stylized like the one in the original Ben10, fyi)

The group nodded and shuffled out of the living room on down to the armory to suit up, Kevin and Helen along with a winking CC went down with them as well, leaving Gwen in the room alone with Ben.

She approached him and wrapped her arms around him lovingly. "I know you're afraid of what may or not happen, Ben, I know how you feel and I'm scared of losing you too." She whispered supportively into his ear like any girlfriend would.

Ben wrapped his arms around her as well, tightly and desperately out of fear of losing in this battle. Part of him didn't want this to be so dramatic, especially considering how many brushes near death they have faced before, but he had so much now and he was afraid of losing it all, especially Gwen.

"Yeah….yeah I know. This is our story and it won't end in this fight, I promise." Ben said with resolve and leaned back up to feel Gwen's face approaching his for a deep loving kiss they shared.

After a few more seconds of this the feeling of love escalated within the two teens once more and throwing all caution to the wind they made love right there in the kitchen.

Gwen was pinned up against the wall elegantly by Ben whose hips were grinding into hers whilst her skirt was hiked up. Ben's pants were tugged down just enough for his member to spring out and waste no time in inserting into the redhead, Gwen's skirt was hiked up enough for that and her underwear pulled down, both of them kept all their clothes on just in case everyone would burst on in.

Ben was holding up one of her legs as he drove into her, this time the charm was activated at all and they were doing this out their true feelings for one another, while he was pounding his meat into her fleshy passage Gwen kept Ben's lips on hers in sheer fervor.

Her hands were grasped tightly on his head and her other leg reaching up to wrap itself a bit around his lower body.

Ben then lowered his hands to cup her buttocks as he continued sliding his cock into her and Gwen took this as a signal to wrap both legs around her cousin's lower back.

Gwen gently broke from Ben's lips to say something very important to him; "Ben someday when we're ready, I want us to do this and not have the charm effect's protection on when 'it' happens."

Ben's eyes widened slightly and understood what she had meant, she must truly want to be with him forever if she said that, she wants to have his child someday.

"We will. We have plenty of time together past, present, and future." Ben said to her sincerely causing a small tear to streak down her cheek. Truly, despite the mild cheesiness, her heart and soul will forever belong to him and only him.

They went back to making out as Ben's hips began thrusting faster and faster until Gwen felt her toes curled up as Ben's climax hit like a tidal wave.

Her snatch wildly convulsed all over his member at the same time the tip of his cock began spurting jets and jets of incestuous semen into her youthful womb. After several more undulations Ben finished coming inside of her, just in time for them to scramble apart and redress when their friends shuffled back into the living room.

Everyone was Plumber regulation armor suits similar to Max's original one, each person holding a look of confidence and determination.

With everyone assembled and ready for battle, Ben and his 'Alien Force' stood at full attention while Gwen and CC's eyes shone with bright pink as they initiated their mass teleportation magic.

"We're coming, Vilgax. You better be ready for this, because we're playing to win." Ben said to no one in particular as the pink magic substance swilred all over them.
Chapter Nineteen: Incest is Wincest

By Auumaan

"So why again do we have do the shopping part?" Ben asked struggling with a grocery bag full of various grocery and party items while he walked beside Gwen.

The mana powered redhead wore her usual red sweater with black skirt and stockings and she was scanning all over the list Ben's mother gave them half an hour ago.

They were in the supermarket nearby his neighborhood strolling along the wine bottle aisle, Gwen of course was making Ben do all the lifting just for fun.

"Because my mom and your mom are busy setting up your house for the get together they're going have tonight. This is the easy part by the way." She said marking off another item added to the shopping bag.

"And why am I doing all the lifting?" Ben nearly stumbled with the bag until he regained his grip and balance.

Gwen reached her left hand over to his face and affectionately pinched his cheek. "Because you're doing it out of love, Ben. As well as small penance for allowing another girl named Carlie Cooper into our little 'love nest' without consulting us." Gwen said in a fake sweet voice before she grabbed another heavy bottle of red wine and tossing it into the bag Ben was carrying.

"Ompf! Fair enough, I think." Ben stammered adjusting his grip on the bag. "Though I rather I would have rather gone with dad and uncle Frank on their fishing trip."

Gwen took the bag from him and placed at the check lane. "We both know you're not the least bit interested in fishing, besides we need you around in case trouble starts brewing again."

'Yeah, but a girls night outing at the house involving fine wine isn't my thing either. Maybe I should call up one of the gals for my own night out.' Ben thought before fishing out the money his mother gave him to pay for the wine from his back pocket.

They paid and walked out of the shopping mart towards Ben's car in the parking lot.

"So I guess that's why Camille is coming over too? The Tennyson women plus yourself for a night of wine and discussion, sounds fun." Ben sarcastically said the last part earning a small jab to his sides from Gwen.

"Also a small séance for the fun of it, both our moms thought it would be a neat idea for me to showcase some of my more spiritual powers for tonight." Gwen said opening the driver side door to help Ben place the bag of supplies into the backseat.

"Really? Huh, it definitely sounds like a ladies night, I don't think I should be there." Ben said in slight fear of thinking the charm magic would take over once again during the evening. His Aunt Lily being induced by it was pushing it far enough, he didn't want Camille or his own mother falling sway to it given it's unpredictability as of late.

"Unless there's some extraterrestrial danger afoot or a movie you plan to go see then just enjoy the night with us, might be fun, ya know." Gwen suggested opening the passenger side door.

Ben stayed quiet and a small blush crept up on his face at the thought of what he thought Gwen meant by 'fun'.

"No that's not what I meant, Ben." Gwen said noticing the look on his face as if she read his thoughts.

"Oh right, sorry." Ben felt embarrassed and got into the car to drive off back to his house to help set up the place.

While they were driving Gwen reached her right hand over to his lap to softly stroke his right thigh.

"Besides, with all the 'new' gals showing up and crowding our space I could use some time with you alone. We could just wait until mom, Aunt Sandra, and Camille are all distracted and go up to your room. Hm?" Gwen finished with a sweet smile.d

"Yeah, I'd like that. It has been a pain to find some alone time together ever since this whole charm mess got bigger." Ben sighed in relaxation in content at feeling Gwen's nimble hand rub his thigh smoothly.

Quickly scanning to the sides Gwen made sure no cars were passing them closely when she slowly lowered her head down to the middle of Ben's lap. With a tug and a zipping sound Ben's cock sprang out of it's confines for Gwen to grasp with her soft left hand.

Gwen stroked her hand upward and downward on his shaft in rhythm, Ben's breathing increased a bit when Gwen continued her massage of his length and brought her lips to it.

Gwen briefly looked up at his eyes and gave a wink before giving the tip of his rod a kiss before licking her pink moist tongue around it. The wet spongy feel of her tongue whirled around his tip in circles that were distracting Ben a little bit from driving, but he was focused enough on the road regardless.

Gwen would never admit it but she enjoyed when he looked like this because of her 'capabilities' and loved the expression on his face when she gave her all.

Wasting no more time with foreplay Gwen opened her mouth wider and lowered her head entirely onto his cock taking it all in her mouth, Ben could fully feel the moist cavern of his cousin's throat slurping all over his meat.

"Oh crap..!" Ben nearly swerved to the other lane until he reflexively regained control of the wheel and moved his right hand to Gwen's head in order to press her down a bit further on his length.

Ben noticed his house coming up the road ahead and gently tapped Gwen's head to signal her to finish, which she did. Her head bobbed faster and rougher with her lips suctioning tighter and tighter until Ben tightly undulated his hips upwards signaling his orgasm.

"Ah Gwen!" Ben gritted his teeth and felt his cock erupt inside Gwen's mouth, copious amounts of the teen's youthful semen spurted into her throat and onto her tongue.

As Ben pulled into the driveway of his house Gwen swirled her tongue around to clean up all of it and gulp all of it down entirely.

"Mmmm! Ah!" Gwen removed her mouth with a wet plop and wiped her face with her arm before rising up and smiling gingerly at Ben.

"Wow, I almost forgot how good you were at that." Ben commented before planting a kiss on her cheek, she giggled in response and placed her arms along his chest.

Before they could do anything else a soft tapping sound came from the driver's side window, Ben and Gwen both looked to see Lily tapping the window with a 'no hanky panky' type of expression directed at them.

"Hey mom." Gwen said politely after rolling down the window.

"You two aren't up to any sexual shenanigans over here in the driveway, are you?" Lily said with a smirk. Ben and Gwen blushed a bit, truthfully if they had gone further then surely things would get more 'intense'.

"Well…" Ben stuttered a bit before Lily reached her hand in to place on Ben's left cheek gently and surprised Gwen a bit by pulling him into a deep kiss.

"Mom!" Gwen blushed in embarrassment as she watched her mother French her nephew and Gwen's boyfriend. 'I had almost forgotten about Mom and Ben's secret little thing they have going at the moment, it's like this because the charm effect can't be fully controlled yet. Is it twisting everyone's nature so much?' Gwen thought seeing Lily gently break off from their kiss.

"Just because we're having this at your house doesn't mean we need any 'charm' related circumstances, Ben. This is just a simple get together between us Tennyson gals while the guys are out." Lily said smiling.

Ben's face flattened. "I'm a guy too, ya know."

"We know, sweetie, we know. Now come on in and get comfortable. Camille is on her way and your mom is mixing up her own homemade brand of wine for the occasion." Lily said turning around and heading back to the house with her hips swaying her supple rear in a sassy way for Ben to enjoy looking at.

"Quit staring, Ben." Gwen pinched his and puffed her cheeks in slight frustration at his ogling of her mom.

"Ow, ow ow, ok ok." Ben was dragged by the left ear to the house after Gwen put the grocery bags in his hands.

They entered the house and helped Sandra set up and clean up for tonight, with the threat of no sex Gwen motivated Ben 150% to clean up his room. In no time at all Ben finished and collapsed onto his bed exhausted, Gwen giggled to herself and crawled onto his bed to lay with him, as soon as he wrapped an arm around her back Ben knew that he could get used to having Gwen as a wife in the future.

"Got room for one more?"

Ben and Gwen looked over to the doorway where Aunt Lily stood leaning against the doorframe in a sexy position where her left leg arched up as if she were to seduce.

"Uh, maybe…" Ben stammered a bit when he noticed his aunt's inner thigh revealing more because her skirt was trudging up due to her leg raising up.

'Ah crud why does she have to do that? Now…' Ben thought feeling his erection spring up a tent in his jeans, Gwen had a mildly annoyed look on her face until her mom came closer and crawled on the bed with them.

The charm 'chain' effect went active between the three of them and suddenly Gwen felt the urge come on in full force, Lily felt it as well and pulled Ben onto her lips to drive her tongue into his mouth.

The older woman cupped Ben's bulge through his pants while she continued tonguing her nephew, Gwen slid her arms around Ben's abdomen while her mother continued her work, the idea of sharing her lover with her mother was a very naughty act in which Gwen never thought she would take part in before. Slowly she was starting to realize how much the magic of this lust spell twisted people's decent nature, but she had faith Ben would gain control over it in the future, the only concern was how much craziness will this magic cause by then.

Lily Tennyson then eagerly lifted Ben's shirt up with her free hand while she was still kissing him, Gwen assisted by unbuckling his pants and tugging his jeans down so both mother and daughter could view his tented boxers.

Meanwhile downstairs…

"I wonder what's taking her so long? Ben's supposed to help Lily get the wine rack out from the attic, maybe he's in the restroom. I told him chili cheese fries isn't good for his stomach." Sandra said dicing up some tomatoes in the kitchen.

She put the kitchen knife down and proceeded to walk out thus heading over to the stairway. She heard odd noises coming from Ben's room and decided to investigate, she almost scared what the source of the noises were, but feeling curious she quietly made her way up the stairs.

"I wonder just what in the world is going o- on…?" Sandra's eyes widened when she peeked into the slim opening of the doorway of Ben's bedroom door to see his sister-in-law Lily pushing her blouse upward.

Pink soft flesh became visible when Lily revealed her supple bust in unison with her daughter who was now pushing up her skirt to free her bare teenage womanhood.

'What on Earth is going on…? I-I..!' Sandra couldn't tear her eyes away for some reason, she felt drawn to it for some reason and part of her thought she must be losing her mind to a random fantasy. A faint pink glow slowly came to her eyes, but unexpectedly the doorbell rang causing her to shook her head and snap out of her trance.

"Oh! That must be Camille." Quickly forgetting the sight of incest before her Sandra quickly made her way down the stairs and pushed what she saw out of her mind. While Sandra made her way down the stairs and labeled whatever she saw as an escaped fantasy, Ben and the gals quickly snapped out of the charm trance and got redressed right on the spot.

"Oh my, I think we may have gotten carried a bit." Lily was blushing in embarassment as she finished pushing her skirt back into place.

"Yeah, we even forgot to close and lock the door before we got more into it. I don't think anyone saw, right?" Gwen said pushing her blouse and sweater back into place. Truthfully she was too hypnotized by the effects of the charm magic to use common sense or any of her powers to reduce the effect rate of the love magic.

Ben however looked distressed a bit, despite nearly engaging in intercourse with his redheaded aunt and cousin, and for good reason.

'I got too lost into it, somehow the charm effect is controlling all my instincts for me, I couldn't even think straight as soon as Aunt Lily stood in the doorway like that. I need to talk to CC and try to fix this asap!' Ben thought looking nearly freaked out before Gwen craned her head to plant a kiss on him.

"Relax, I know what you're thinking. We'll figure this out together, Ben." Gwen said sincerely to him. Lily looked on with a smile, in spite of the magical craziness that induced them all it was still sweet to see her daughter care for the boy so much.

"We'll sort out details later…I think we may need to call a professional in to analyze the effects of this strange 'magic'." Lily said seriously.

"You mean…" Gwen had a look of mild surprise on her face when she realized who she was talking about.

"Yes, I'm afraid I have to call 'her'." Lily sighed and massaged her temples. "Verdona."

Gwen and Ben nodded, if anyone could figure this out it would be Verdona or CC. "But we need to get past this and simply enjoy the evening. All weirdness aside for now."

Gwen nodded and smiled to Ben, he agreed and got up off the bed with Gwen and tidied up.

"Now come on and let's enjoy ladies night for us ladies, excluding Ben of course." Lily said jokingly as she left the room to head downstairs where Sandra was helping Camille with various bags of miscellaneous items for the evening.

Gwen walked out of the room with Ben in hand and so the night had begun.

Later…

Sitting around in a circle on the soft floor was Lily, Sandra, Camille, and Gwen in the middle in meditative state. The ladies were all either without shoes or pantyhose and sitting relaxed with lit candles stationed around the living room. Ben however was sitting on a nearby couch watching the sight of Gwen's eyes going pink with magical energy as she began the séance.

"Great ancestor Amelia Tennyson, I call you forth to speak with your descendants, heed my call." Gwen spoke as an aura of pink magical energy floated about and around her and the women.

A mass of pink energy emerged from Gwen's body like a shadow rising up and over, it was female shaped and materialized a face, long flowing hair, and a full body as it floated in the air over everyone.

When Ben saw this he was certainly surprised to say the least, this couldn't be the Amelia Tennyson from Grandpa's history albums. What Ben saw was a goddess; the womanly figure of violet energy changed shape and now appeared fully human with long flowing red hair and emerald green eyes, she was dazzling in appearance and literally wore nothing overall.

"Oh my!" Sandra was amazed at her niece's abilities as well as the sight of one of the Tennyson ancestors.

Camille had the same look on her face as Sandra and Lily appeared to be stunned and impressed at the same time. The energy entity known as Amelia Tennyson shot a look at Ben and smiled sexily, before she could speak out anything she suddenly dissipated into the air.

"!" Gwen felt the backlash of her connection being severed and snapped out of her trance in a sweat. "Huff huff, that was tougher than I thought."

Lily got up and went to her daughter to check up on her and make sure she wasn't hurt, thankfully she was ok and agreed not to try a séance again for awhile.

"Gwen are you okay?" Ben asked worried as well and got up off the couch to be next to her.

She nodded. "Yeah, it was a bit tougher than I thought to do that, I've never had practice before. So what did you all think?"

"You did great, but overwork yourself anymore, Gwen. That was scary for all of us." Camille said in a comforting way.

Ben however was deep in thought mulling over the appearance of 'Amelia Tennyson', why did she appear as such as a goddess and why did she look his way if he wasn't involved in the séance. Gwen had never once practiced spirit summoning with her powers before and the fact that this 'spirit' appeared in full materialization was another worry.

'Something's not right….why did I feel the 'charm effect' go active the moment she looked at me?' Ben wondered in worry as he pulled Gwen up and into a comforting hug.

Minutes later Camille and Sandra were in the kitchen preparing dinner and mixing drinks together. Sandra was dicing up vegetables for a special dinner while Camille was in front of a blender mixing different ingredients, some of which were from her home planet.

"Trust me this mix will light up your taste buds, on my home planet it's considered a very popular drink." Camille said smiling with eagerness.

"Can't wait to try it, this evening was certainly exciting. I never imagined Carl's great grandmother looked so beautiful, shame the séance ended so quickly, though I would never want Gwen to put so much strain on her powers." Sandra said in an upbeat way, unknowingly a faint pink glow began slowly coming into her pupils. The same happened with Camille as well, neither of them knew it yet but they were under a certain degree of the charm's magic. Only the source of this reaction wasn't from Ben.

Lily was sitting cross legged on one of the living room chairs while Gwen was laying on one of the couches nursing a headache caused by her failed séance connection earlier.

Camille came in with a serving tray that some of her mixed drinks containing her home planet's own ingredients, but what she didn't know was that those chemicals would have a profound effect on humans.

"Well here's to a fun night so far, ladies- plus Ben." Sandra said in a toast as she took one glass and held it up with everyone else's. Gwen and Ben weren't allowed to drink given they weren't old enough yet, but after the sound of clinging wine glasses Sandra and Lily felt a strange surge come over them.

"Ah. Did I tell you or what, great drink for occasions like this. Gals?" Camille said after sipping her glass and noticing both Tennyson women having strange expressions on their faces as well as the color of blush on their cheeks.

"Everything okay?" Camille asked now clearly worried as Sandra had a dazed and lustful look in her eyes, Ben and Gwen were now concerned as well and walked over to them when it happened-

"Ah!" Ben jolted backward in pain when the familiar surge of the charm's magic came out in absolute force, bizarre pink energy emitted from him and then afflicted all of the women in the living room including Camille.

'No..! Not again..! I-I…' Ben's mind winded in panic but then the soothing relaxing effects the charm possessed now overrode his mind and senses. He was no longer worried or concerned, he had needs at the moment that needed to be filled…by them.

"Gwenny come here." Lily said in a strange tone as her pupils shone in bright pink energy. Gwen hypnotically obeyed and walked over to her mother only to be wrapped in her arms with their faces only inches apart.

The same look was on everyone's face and like Lily, Sandra felt the same feeling wash over here and she looked in Ben's direction with a smile.

"Come here, son." Sandra giggled and saw him walk over to her so he can be tackled the blond milf onto the couch with her lips at his neck. While these two mothers had their children in not-so-motherly embraces Camille felt heat in her body rising as well as the need to shed her clothes and join them.

It had begun and somewhere there was the face of 'Amelia Tennyson' smiling deviously.

"Let's take this night further, sweetie." Lily whispered to her daughter before she placed her lips vigorously on Gwen's lips and pried them apart with her tongue. With no hesitation Lily swirled her tongue around the inside of Gwen's mouth and the two continued making out, redhead mother to redheaded daughter.

Sandra peered over Ben's head at the sight of Lily and Gwen in the midst of vigorous tongue play, feeling hot herself Sandra looked into Ben's eyes, both sets of pupils clouded in 'lust' magic and desire.

"Here I come, my sweet son." Sandra licked her lips and pressed her lips to her son's and began making out passionately. The blonde mother delved her tongue past his lips and into his mouth while rubbing the bulge of his pants with her left hand.

Camille Mann was under the hypnosis of the charm spell and felt the urge to join in with them, but before she could say anything Sandra gently broke from her son's lips and looked over to her. She smiled and beckoned for her to come over with a sexy face.

"Come over, sweetie. Ben likes you a lot too, ya know." Her green eyes blazed with lust and Camille smiled in response and strode over to lay next to the teen boy with his beautiful mother now unzipping his pants.

Lily sat down on a nearby chair taking Gwen along with her to sat on her lap and continue making out. The teen girl's lips sensually massaged her mother's and their tongues wrestled in intense incestuous nirvana. Lily's delicate right hand slid up Gwen's cherry red sweater to cup and fondle her left breast from underneath her bra. Gwen's left nipple was being caressed between her mother's soft fingers thus causing her to moan within Lily's mouth, their tongues continued to dance eagerly with saliva being swapped.

Sandra continued sucking in Ben's tongue and stroking his bulge while Camille began kissing along his neck, all inhibitions forgotten due to an unknown activation of the charm spell, Camille was now possessed by lust and perhaps not love as she hungrily plant kisses around his neck and chest. His shirt was being tugged upward by the hands of both women and now his pants were being taken off as well.

Sandra Tennyson was very attractive for a mother her age and showed more youth in her personality and physique than some women her age, here she was showing her 'capabilities' on her teenage quasi-alien son, she retracted her mouth from his and looked downward to his open chest. Sandra lowered the hem of his pants down completely along with his boxers to free up his erection.

Camille took that as a signal to pull her own shirt up to reveal her rather large bust to Ben, who was still in complete hypnosis, he reached his head over to her left breast and sucked/licked her nipple while using one of his hands to squeeze one of his mother's breasts.

Lily was now pulling up entirety of Gwen's sweater up over her head to fully display the teenager's petite bust, feeling naughty she placed her mouth on one Gwen's breasts and used one of her hands to grope and fondle the other. Gwen gripped her mother's head with her hands and moaned softly as Lily continued licking and sucking her daughter's tits. During her ministrations Gwen dove one of her hands in-between her mother's thighs and started masturbating the mature woman's snatch.

Lily bit her lip thanks to her daughter now fingering her womanhood, Gwen's lithe fingers fondled her clit and fingered her moist vagina energetically.

"Ooh ahh!" Lily moaned loudly and was silenced by Gwen's tongue sliding into her mouth once more.

Ben arched his neck back as he felt Sandra's tongue licking up his shaft and Camille placing her lips on his testicles. The feel of his mother's mouth was soon becoming overwhelming and then she swallowed his length entirely while Camille stood up and stripped herself of her clothing.

There she was in her fully nude elegant body before Ben and Sandra who were still in their moment, Lily and Gwen were still making out wildly on one of the chairs, both of them now had more of their clothes removed and continued making love passionately.

Sandra kept deepthroating Ben's length faster and faster thus causing him to moan louder and louder until he was about to blow, but-

"Hey…!" Ben wanted to unleash his load but Sandra removed her mouth and ended her service from there. Ben's mind may have been in a lust filled fog but he was still conscious enough to be impatient. Sandra Tennyson rose up with a sexy smirk on her face, Camille walked over to her side and now both targeted Ben with bedroom eyes. As if receiving some kind of mental signal, both Lily and Gwen both stopped making out and stood up to walk over to them.

All four girls stood before Ben who was lying down on the couch in front of them. Each one had the same look of predatory gazes directed at him, if Ben could think he would have stopped this before it started, but something else was indeed pulling strings in all of this.

Now however this out of control, out of his control anyway.

Sandra walked over to him first and laid down alongside him with her left hand held smoothly on his rod, Gwen went next and signaled her mother to join her beside Ben's face while Camille stood there unsure of what she wanted.

Gwen pulled him into a deep kiss and alternated with her mother in taking turns French kissing Ben. His lips switched from being tongue delved by his aunt Lily and having his own tongue suckled by Gwen, all this is occurring while Sandra continued stroking his length in up and down pattern. Camille strode over to help Sandra masturbate her son, both hands were massaging his cock fervently and making him moan loudly during it.

Minutes passed and Sandra proceeded to the next step of holding her lower body over his cock, with a shove she fully immersed herself on her son's length.

"Aah!" Sandra moaned in great pleasure feeling his length fully immersed in her womanhood, she rode Ben with rocking hips as Lily now lowered her snatch on Ben's face to feel his tongue delving into her moist womanhood.

'This is…! This is just like the dreams I've been having!' Ben thought with semi-consciousness as the blonde beauty known as his mother kept rocking her hips onto him.

Ben couldn't speak since his mouth was busy servicing Lily's moist snatch, Gwen and Camille kept busy with stroking Lily's and Sandra's lush breasts.

"Ben! Ben!" Sandra moaned strongly above her son's length, after a few more minutes of rocking Sandra felt her climax surge in unison with Ben's.

No one could hear Ben's moaning since he was busy eating out Lily's snatch, his hips undulated wildly underneath his mother and spurted copious amounts of cum into her being.

'Aah aah!' Ben thought he would never stop cumming, spurt after spurt of semen poured into Sandra while Lily bucked her hips in orgasm over Ben's face.

Feeling the rest of his essence deposit into the older woman, Ben felt drained but not fully spent yet, with a slicking sound Sandra lifted herself off of her son's rod with a thin gooey trail of cum connecting from the two. Lily removed herself from the boy's face and made herself ready to be on Ben's appendage next, but Camille and Gwen made sure to make him ready.

Both Gwen's and Camille's dainty hands grasped Ben's softening pole and began gently stroking him off.

"Oooohh" Ben moaned out of pleasure being re added to his system as well as mild pain of already re-hardening his soft member, but the sight and feel of Gwen and Camille working him was a very welcome feeling indeed.

Gwen's soft fingers gripped and expertly massaged his length by the shaft in an upward and downward motion. Ben gripped the fabric of the couch tightly and his head craned back due to their efforts, Camille began smoothly fondling his testicles and reached her face over to the dripping tip and opened her mouth to lick his cum covered head.

Her lips pursed around it and slurped up whatever leftover cum he had left covering his manhood, Camille also decided to make some mewing sounds as she tasted Ben's semen on her lips while Gwen continued stroking him faster and faster. Little by little he gained more solidity in his appendage and Ben turned his head to the left a bit and saw something that made him very excited.

There standing completely naked together in an embrace was Sandra and Lily making out wildly, both sisters-in-law slivering their tongues all over each other's in energetic passion. Sandra had Lily's red head firmly in her lovely hands while Lily's own hands were gripped tightly on the blonde's buttocks, the sight was too much, beyond too much for Ben in this state.

Then it happened…His eyes went full on with violet energy in a fashion similar to how Gwen looks when using her powers, his mind was now 100% controlled by unrelenting lust with all worry and consciousness put brushed aside.

Ben felt his erection at full mass and grabbed Camille's left hand to switch places and place her on the couch with him on top, without a word he got on top with his hands firmly on her hips and erectile mass prodding her opening, he slide into her in a hasty thrust thus causing her to crane her head back in pleasure.

Ben beckoned for the remaining three of them to come over and so they did, Sandra and Lily both engaged in erotic tongue with the boy, each taking turns in suckling his tongue and/or frenching each other directly in front of him.

The feel of his mother's tongue now sliding into his while Lily kissing along his neck was just a few of the intense feelings he was enjoying at the moment, the moist passage of Camille's vagina enclosed on his cock was another, Gwen kept occupied by grinding her teen snatch into Camille's hungry face. The redheaded teen rode the older woman's face enjoying the great feel of her tongue diving into her and swirling around and Ben shoved himself into this alien/human woman's pussy with much fervor while his mother and aunt swapped saliva with each other.

After a few more minutes Camille's hips began bucking wildly in orgasm, she was moaning underneath Gwen's snatch and felt his vaginal muscles clench Ben's appendage in wild convulsions.

"Camille! Ah!" Ben inwardly moaned in a strong surging climax and gripped her ankles tightly as her legs dangled over his shoulders. His hips thrust into her one last time before his cock erupted a second wave of semen into her womb, his lower bottom undulated into her hips several more times and each time he deposited more sperm into Camille's womanly depths. Gwen had gushed her climax at the same time and Lily with Sandra had finished making out with Ben and each other as they are now lying on the couch with him. Gwen hypnotically crawled up to lying form as well as Camille and they all slept fully nude and comfortably with the teen hero fully satisfied.

Being sound asleep neither of them noticed a strange mass of violet energy taking form nearby, it's shape defining itself to be the supposed form of 'Amelia Tennyson', she stood there fully nude and surveyed the scenery with a devious smile.

"Soon, young Tennyson….soon…" She whispered before disappearing once again.

Later…

"Ugh…ooh man what a headache, I fee like I..I…." Ben groggily opened his eyes as he raised himself up a bit and noticed the four nude family members all cuddled around his equally nude form. The color of his face drained as the thoughts began processing in his mind, he wanted to freak out, wanted to run away from it all so no one else can get caught up, wanted to scream out his outrage with the sexual magic, but he did not.

"Sigh." He sighed and reached over for his cell phone and dialed in a number.

"Hey, Ben. How's everything, sweet cheeks?" It was CC's voice over the other line.

"Caroline, I'm going to need a huge favor. Do you still know a few memory rearrangement spells? Because I'm going to need that very very badly right now, I'll explain later."

"Gotcha, I'm my way. Love you." CC said waiting for Ben to answer.

"Love you too, C." Ben answered back sincerely and they both clicked to hang up. 'Someone pleas help me…' He thought in distress and despair.

Two hours later…

"Well that was a fun evening, I guess we had a bit much to drink since we can't really recall the night before." Sandra said in an upbeat way as she put away some candles and helped clean up the living room with Gwen.

"You got that right, only a night like that could happen while the men are gone, I know Frank doesn't like it I hit the sauce or anything like that." Lily said chuckling as she cleaned up the dishes in the kitchen.

Camille smiled in nodding agreement as well while she vacuumed the living room floor.

Ben however was sitting in his room on his bed brooding over what happened last night, he remembered all of it until a lustrous animal instinct took over his mind and the rest seemed a tad hazy to him. All he knew for certain was that 'charm effect' was out of control, or there may have been something else out there making it go haywire, Ben was determined to find out, but that night of absolute incest would stay in his mind forever. Not necessarily a bad thing, but it would definitely be a memory that would someday be shared with Gwen and Lily. Just not his mother or Camille.

"Ben come down and help clean out the garage, your father never bothered with it before." His mom called out from downstairs and Ben reluctantly obeyed.

"Next time I'm going fishing with dad." Ben smiled briefly to himself before heading the door of his room.
Chapter Twenty: Ultimatum part three

By Auumaan

"Vilgax!" Ben yelled out bravely as he appeared inside the fortress ship of Vilgax.

In a swirl of violet energy Ben and his 'army' teleported right in the middle of the bridge in Vilgax's cruiser, the said alien was neither surprised or caught off guard and he simply turned around to 'greet' the intruders.

"Tennyson, I had counted on you coming here to take back the very source of your powers, but what you didn't count on was tact." Vilgax snapped his claw fingers like a beacon to signal the surrounding numbers of white synthoid drones to stand forth and encircle Ben's group threateningly. "You should be rethinking how to approach your death, Tennyson family."

All around the synthoid bots stood like emotionless attackers and when Vilgax quickly pressed down on the dial of the Omnitrix they all transformed into a mixed variety of Ben's aliens. All around he saw 'his' alien forms each with their own nicknames, they were as much part of him as an arm or leg, yet here these DNA syncing androids were posing as them to do Vilgax's bidding.

There were handfuls of each kind in sight; Humongasaurs, Spider-monkeys, Swampfires, Chromastones, Goops, Bigchills, and Jetrays. Ben figured Vilgax had no use for Brainstorm and Alien X since one requires absolute control and patience and the other specializes in intelligence. Both basically useless in direct combat, but there was definitely a lot of firepower being commanded by the green goliath.

"Oh wow, that is a lot of omnitrix aliens. You couldn't have been Ben one or something? There's so darn many!" Manny retorted arming his all four of his hands with his plasma guns.

"Quit complaining, if Ben thinks we can win this then so do I." Helen remarked getting into position.

"Think we can take em, everybody?" Elena said readying her laser weaponry as well. Her father was as good a plumber veteran as Max was and he taught her all she knew.

Gwen and CC both shone in bright pink auras of magical energy, Frightwig's hair tendrils flailed wildly in the ready mode, Turbine readied her Plumber issue energy rifle, Alan flamed on in full on Heatblast mode, Julie who was still inside Ship's suit tech armed up with a hand cannon or two, and everyone seemed ready for one helluva battle to take place.

"Do you not believe you are outmatched, whelp?" Vilgax stood in arrogance with his arms crossed and his legion at his side, In the back Albedo narrowed his eyes in resentment towards the space war criminal.

"You have quantity, but not quality. Your drones are just mindless imitations of my alien forms, they neither have willpower nor any logic sense, plus you don't have the creativity to use them like I do. Oh I'm going to win. Actually I mean; WE are going to win." Ben said confidently staring down Vilgax fiercely. The tension between can be cut with a knife and the large alien wanted nothing more than tear the young hero's head off at that moment. Never in all the galaxies had someone infuriated Vilgax more than Max Tennyson himself, but this boy had managed to do that one hundred fold.

Vilgax merely glared at the snotty teen human talking down to him and pulled out his sword in it's fully energized mode. "I'll can't wait to get my claws on you myself, Tennyson."

"Command code Omega 005-" Ben suddenly began reciting a command code that sparked much alarm in Vilgax.

"No! That's the SDM! You pest!" Vilgax lunged forward and grabbed Ben by the torso and tightly gripped his abdomen to shut him up before he finished speaking out his code. "Die."

"I don't do die." Ben replied confidently before his army decided to let loose all Hell.

"Vanitas!" Gwen cried out unleashing a vast energy blast at Vilgax's arms causing him to drop Ben and turn towards her. His arms were sizzling because of that blast, but he wasn't hurt enough to fall back.

"Alien Force, kick their butts!" Ben called out like a commander and thus sparked exchanges of fire blasts, energy shots, and various other projectiles across the air. Each member engaged in multiple targets as the area erupted in battle.

The various aliens charged towards dead center at the group of heroes and everyone engaged in their own battles on their own terms; Kevin went to his metal form and started wrestling with two Chromastones and a Spider-monkey, Alan exchanged fireblasts against three separate Swampfires, Julie and Elena were facing off against two big chills and Max was dealing with a Humongasaur. Everyone else was busy with their own foes, but Vilgax was entirely focused on Ben and Gwen.

CC and Gwen stood side by side with confident looks on their faces. "You thinking what I'm thinking?" Gwen asked sparking up her hands with surging energy.

"Oh yeah." CC agreed and they both charged towards Vilgax with hands blazing with magic and incantations being spoken in quick paces.

"Gravirae!"

"Flamentas!"

Ben got up from the floor holding a side of his middle body and surveyed the 'war' going on between the aliens and his crew. He didn't like feeling helpless and he especially didn't like that CC and Gwen were dealing with Vilgax alone. He needed to do something.

'This can't go on. I need…' Ben thought desperately looking to see Kevin smacked away by another Humongasaur. 'I…need..' He turned and witness Kai electrocuting four different Goop aliens with her bio gauntlets. The command code would work, but it could take the entire area with everyone in it, maybe even the planet itself. He initially spoke it to get Vilgax to panic and lower his guard, but now he needed something else.

"I need..!" Ben then witnessed Helen and Manny being surrounded by Spider-monkeys, he turned to his far right and saw Albedo still held up in a suspension ring and the sight of the new 'Omnitrix' still on his arm. "..The Ultimatrix!" Ben realized in wonder. He knew the command code to purge the Omnitrix from his arm and the chance was very high that the Ultimatrix was the same. Azmuth once told him that Omnitrix core Ben had for so long was unique and can't be replicated into something entirely different, there was the possibility that the Ultimatrix core would recognize Ben's DNA and hopefully go to work for him.

"Agh! Why you little!" Kevin was tossed back by a Spidermonkey's punch and then a handful of Chromastones dog piled on top of him. "H-hey! No fair! Get off ya bunch of rocks!" Kevin stammered from underneath the bodies of Chromastone piling on top of him until he smirked as his powers went to work.

With a loud pop Kevin busted out from underneath knocking away the imitation Chromas with his newly absorbed matter armor. He was covered in the very same purple rock armor Chromastone was shielded in, that alien was powerful and now that tide has turned. "Oh hell yes! Coming through!" Kevin in his purple armor charged like a football player through a group of Swampfires and Spider-monkeys that were bearing down on Pierce and Max.

While this was going on a certain individual from the paradox future sat by and watched in amusement, Kevin11K would wait for the dust to clear before challenging both young Ben and his young self, doing it now wouldn't be as fun to him. He was out of sight and sitting high up in the ship's upper structure waiting for his time to strike.

"Vajra!" Gwen cried out summoning a pair of large rock golem hounds in front of her to attack Vilgax while CC concentrated on her binding spell that held him in place temporarily.

"Don't insult me!" Vilgax swung his sword with ease at the incoming attack golems thus utterly destroying them. They weren't trying to beat Vilgax, but only to stall for time when Max would finish dealing with his targets and prepare a null void grenade for Vilgax.

Various energy shots and shockwaves scattered over the air above as Ben dashed to the bound Albedo with a plan foremost in mind.

"Albedo!" Ben snapped him awake and thus caught the glaring face of his mirror double looking back at him.

"What do you want? There is a large battle going on behind you and here you are trying to take me prisoner?"

Ben cocked an eyebrow and slammed his left fist against the side of the restraining mechanism. "You got it all wrong, I'm not here to take you, I'm here to take your knockoff Omnitrix. I need it."

This time Albedo laughed mirthlessly, he would have held his sides if his hands weren't bound. "Are you serious? What makes you think I will give up my only bargaining chip to someone I hate? Besides it's my only means of getting back my own actual form."

"Bargaining chip? If you think you can bargain with Vilgax then you got another thing coming, in fact isn't that why you're tied up in the first place?" Ben shouted at him as if common sense never occurred to the said double.

This time Albedo didn't have a retort, he looked to be in thought and then a reluctant frown crossed his face.

"Be that as it may, why should I give the Ultimatrix to you anyway?" Albedo barked back.

Ben tapped his own temple and answered back. "Because I'll self-destruct both you and Vilgeek's omnitrixes if you don't, if you give me yours I won't have to do that and I'll kick Vilgaxe's green butt. Wouldn't you want that?"

A look of small surprise crossed Albedo's face and he reluctantly nodded. "Fine, then. Any revenge on that backstabbing squid is better than being tied up here I suppose. Now release me and use the same code from before."

Ben nodded and proceeded to input the unlocking commands into the panel, but since he didn't know any; bam. He smashed both his fists onto the keypad thus causing it to short circuit and unlock Albedo's binds.

"What would you have done if that hadn't worked!" Albedo said incredulously as he jumped down from the restraint ring.

"It's called improvising, now zip it and let me do the code." Ben said remembering the command code sequence as Albedo presented his Ultimatrix donned arm. "Command code 005589-Theta, release!"

Where Gwen and CC's battle was taking place…

"Die." Vilgax blasted Gwen's mana shield with an intense blast of his eye's laser beams, but thankfully CC had reinforced Gwen's raw magic with her own thus doubling it's power. Despite the power up Vilgax was proving to be too much for only the two of them.

"Drasilli!" CC chanted causing magical ice spires to erupt from the ground beneath Vilgax to strike at his overly large form.

With a swing of his gauntlet clad hand he shattered through the ice attacks and sent another blast of energy towards the two girls.

"Cresta!" CC chanted creating a reinforced energy shield in front of Gwen and herself when the attack hit. They felt the small shockwave from the contact yet there shield held strong, but the laser beams would soon break through.

"He's too flippin strong, we need Max and Ben!" Gwen struggled to say while keeping her concentration on energizing the shield.

"We need everyone for this blowhard, but those imitation aliens are keeping them busy."CC answered holding her focus on their combined magic as well.

Just when cracks started to appear on their mana shield a sudden blast of intense blue energy shot out and made violent contact with Vilgax's chest.

"Ooarrgh!" Vilgax growled in uproar as he staggered back, his eyes stopped blasting as a result and he turned to see the source of the shot. "Max Tennyson. I will take extra pleasure in ripping you to shreds!"

Max was there with his preferred weapon; the buster cannon, being held with smoke coming out of the tip. "You're welcome to try, ugly."

Vilgax was about to lunge at the old warrior with his sword ready to slice through him until-

A firey blast of intense energy collided with the Chimeran's face out of nowhere, Gwen and CC along with Max turned to see something quite unexpected; Ultimate Swampfire standing right next to Albedo.

"Your beef is with me, big guy. Let's finish this dance once and for all." Ultimate Swampfire said when Vilgax looked back at them with an expression of pure hatred.

"I see, going as far as to have over your own customized Omnitrix to Tennyson of all people, I'll make sure you regret this, Albedo." Vilgax snarled and stood facing Ben in Ultimate Swampfire form.

"Is that B-Ben?" Gwen asked in shock and awe.

"Sure looks like it, I think this day is turning up." Max said confidently and CC pumped her fist outward to her boyfriend.

"Kick his green ass, Ben!" CC shouted.

"Oh trust me, I will." Ultimate Swampfire said before holding out his arms to unleash a dual blue fire blast that was much stronger than the original Swampfire's.

The blasts collided with Vilgax just after he was barely able to shield himself with his gauntlet energy. The flames overwhelmed the gauntlet's sheild and devastated it causing Vilgax to stumble backwards.

"AAgh!" Vilgax was on his back and he saw U-Swampfire rushing towards him, with another snap of his finger claws he beckoned his Omnitrix forces to break off engagements from Ben's crew so they all focus on Ben himself.

"Watch out!" Manny called out as the Humongasaur he was wrestling with changed targets and headed straight for Ben.

"Here they come!" Kai shouted when she noticed her enemy Goops breaking off and rushing at her boyfriend.

Kevin's enemy Chromastones ignored him as well and he felt he should step in and stop their advance, but seeing Gwen nod to him and hold up a 'wait for it' king of gesture he didn't.

"Let's take this Ultimate form for a test drive." U-Swampfire said as the horde of mixed signature aliens charged for him like an invading army. Ben grabbed several of the blue pods on his back and tossed them like a grenades at the incoming legion.

In a series of vast blue fire storms the grenades exploded in a chain thus incinerating a chunk of of Spider-monkeys, Jetrays, and Swampfires.

"Whoo! Now that's what I'm talking about!" Ben hollered in exhilaration when a pair of Humongasaur bore down on him with their fists.

Before reaching their target Ben spewed out a dual blast of intense blue fire at them.

"Don't think so!"

The two Humongasaurs collapsed in a burnt heap then de-materialized back into blank synthoids, but behind them flew a handful of Jetrays that were now firing green energy shots down upon Ben. "Aagh!"

Ben shielded himself with his large wooden arms until four Swampfires suddenly appeared in front of him. When one of them tried delivering a punch Ben simply grabbed his green arm and punched that Swampfire's chest core to pieces resulting in another de-materialization. The other Swampfires continued brawling with Ben while Jetrays circled around like fighter jets ready to rain down more energy blasts.

"We have to do something! He can't handle all of them at once." Gwen said and CC nodded in agreement, as if reading her mind they both cast an orb entrapment spell around all the flying Jetrays.

"Ra-shield!" They chanted in unison causing the Jetray's energy tails to overload and blow all of them to bits.

"Kaboom." CC mused while behind her in the distance was Kevin and Max double teaming against Vilgax.

Meanwhile Ben was brawling with his various Alien forms, it was difficult to say the least, but in his ultimate form he feel he could handle it.

U-swampfire delivered a strong punch to pair of Spider-monkeys but then his back was being dog piled by two largely sized Humongasaurs. "AAgh!Come on!" Ben struggled to get up from under, but their weight was too much.

In a green flash the two Humongasaurs were being lifted up like weights and then out from under them was Ultimate Humongasaur Ben lifting them up. "Meet Humongasaur 2.0!" With that he pushed them off with newfound strengthen being used in his shove. Both of them landed against the sides of the ship roughly before morphing back into synthoids.

"Time to end this!" U-Humongasaur said to himself when the legion of Omnitrix legions made another charge towards him.

What remained were several Jetrays, a few Spider-monkeys, a dozen Bigchills, half a dozen Humongasaurs and Chromastones and several Echo-echos all marching for him.

"Heh." U-Humongasaur then bent his knees and made a great leap high up out of their reach when his hands shifted into their signature bio-cannons. "Say cheese!" He then rained down a barrage of fiery missiles down upon the remaining Omnitrix synthoids.

In a blazing flash of red and orange flames each and every remaining synthoid alien was incinerated, that included Goops, Chromastones, and just about every one of them that wasn't already beaten.

"NNOOO!" Vilgax saw this and shouted in outrage as his 'army' was decimated before his every eyes by the object of his hate.

"Hell yeah!" Kevin said loudly pumping his arm into the air. When U-Humongasaur landed on his feet he nearly shook the ship in doing so and changed back into Ultimate Swampfire.

All of Ben's army surrounded Vilgax with everyone aiming their alien tech weaponry at the Warlord readily. Ben made his way towards their encirclement with arms crossed in triumphant confidence.

"You lose, Vilgax." U-swampfire threateningly igniting his blue fire spores on his back.

Vilgax saw that he was outnumbered and snarled his disgust. "The day I hide from or surrender to a human is the day the universe implodes."

"You don't have any other options, you monster." Max said aiming his buster cannon readily at Vilgax's head.

Albedo was standing in the far back waiting for it all to be over, but his face cringed in fear as he just now remembered that he brought a bloodthirsty criminal from the future here. He had been so distracted by Vilgax's doublecross that he forgot about 'him' being here. The fact that he hasn't done anything yet only worsened his fear.

"I have an idea." A dark and cold voice spoke up out of nowhere causing the crew on the ground become alert.

"Who said that?" Gwen looked around and noticed a human shaped figure leaping out of the shadows of the ship's ceiling structures to land in front of them.

He was tall and lean, wore a dark leather jumpsuit over his body with the exception of his bare arms. His hair was black and long, but his face held one of devious malice and pure evil.

"Who the heck are you?" U-Swampfire said not backing down his powers.

"Heh." The mystery man said before aiming his left arm to his side at an unsuspecting Vilgax. Suddenly a violent blast of intense fire shot out instantly and blasted the chimeran alien in the face causing him to be thrown back into the wall.

"Whoah!" Kevin said taken back by the man's sudden brutality.

When the fire shot ceased Vilgax's body crumpled to the ground motionlessly.

"Holy.." Max was aghast. Even in the past he never killed on a whim, only when it was necessary, but for this mystery man to suddenly that to Vilgax stunned him nonetheless. No one was sure if Vilgax was really dead, but the main focus right now was the new threat.

"I've been wanting to do that for a long time." Kevin 11K said with a chuckle and looked directly at them. "Want to know who I am?"

No one answered yet held their battle positions and weapons ready.

He started laughing maniacally and suddenly his body was transforming horrendously into something bigger. Heat like wings sprouted, a lava based tentacle grew along with several smaller tentacles, his face mutated into what looked like a flaming beasts skull, and his body shifted into something that was similar to the amalgamated form Kevin once took in the past.

"What in the world?" Max uttered in shock as the monster fully transformed in front of them all, he made Vilgax look small in comparison."I'm Kevin Eleven thousand!" The mutated form of Kevin 11K roared as it raised his fiery large tentacle up ready to smash.

"Move!" U-Swampfire shouted to alert his group to scatter before the smashing flaming weight came down.

With a thunderous crash the tentacle made contact with the ground thus creating a rather large crater. Everyone was scattered and opening fire on him.

"Did he say that he was 'ME'? No freaking way I would become him!" Kevin said clearly confused and outraged. He swore to himself that he would never go down that road ever again, he made his choice. So how was it that this future version of 'himself' existed at all?

"No! He's not you, I trust you, Kevin. So does Ben, whoever that is we need to deal with him first and find out later." Gwen said back flipping out of the way of some renegade debris from Kevin11K smashing another part of the ship and throwing it at them.

Kevin slowly nodded, his heart strung up a bit, he had rarely ever heard anyone say that to him, he knew fully now that he could trust Ben and Gwen with his life.

"Keep firing!" Max ordered as Elena, Julie, Manny and Pierce continued blasting at Kevin11K with their plasma weapons.

"Forceus!" Gwen chanted out causing a mystical shockwave to vortex all around Kevin11K.

With an extreme thunderous clap of sound waves Kevin11K took the brunt of the shockwave attack full on.

"Haahgg!" The large amalgamated beast flinched back slightly, but was barely hurt at all. He chuckled darkly and unleashed a ravenous stream of dark flames erupted from his smaller hand and headed towards the entirety of the group. The range was so vast that there was nowhere to run to or hide behind, it was an enormous firestorm that was about to consume them until-

"Step back! I can absorb this!" U-Swampfire rushed in front of the group as the black dark violet flames got close enough. He held out his arms ready to absorb and in a disastrous impact absorption Ben was sucking in all the dark fire, but much to his pain.

"Aaarrrggh! This actually hurts! What kind of flames are these?" U-swampfire struggled against the tide of flames with more willpower. He didn't want any to get by him and reach his team.

"Ben!" The girls cried out to him as they saw him in utter pain.

U-Swampfire was being covered in dark flames, but his own blue flames were fighting them back until Kevin11K switched to a different attack.

The flames ceased and U-Swampfire crumpled to his knees before he saw Kevin11K's monster form open up it's fiery mouth to unleash a devastating sonic howl attack.

"Uugh!" U-swampfire was blown back by the intense sound wave and collapsed onto his back in human form.

"Ben!" Gwen, Julie, Elena, and Kai all rushed over to his side while Kevin11K made his advance towards them. "Don't let up! Fight!" Max charged his buster cannon and fired along with Joanna, Manny, Pierce and Helen.

Various energy blasts roved across the sky and headed towards Kevin11K, with a resonating impact collision he stumbled back slightly yet kept on moving forward with little damage.

"Nothing's hurting him!" Helen shouted in alarm until she saw their Kevin rushing past them and charging his darker future 'self'.

"Well well, if it isn't little 'me'! Hahaha!" Kevin11K whipped his large flame tentacle around again as to strike at young Kevin.

Kevin touched the ground and armored up before jumping in the air and delivering double handed hammer blow to Kevin11K's flaming skull head.

"I…!" Kevin said before smashing his fists into the lower body of Kevin11K and sending a heel jack kick to his head. "…AM NOT…" He then head butted him next before morphing his right hand into a large mace shape. "…GOING TO BE YOU!"

Kevin delivered a vicious strike with mace hand to the head of Kevin11K before being constricted by his large lava tentacle.

"Ooohh! That smarts!" Kevin11K growled and held him up close. "It doesn't what you chose, punk. I existed in the Null Void dimension when you made that choice, I'm not going to disappear because you chose something else. I exist because I already have existed." He growled before whipping his tentacle thus tossing Kevin hard into the wall of the ship.

"Ugh!" Kevin was knocked out of his armor form and Joanna came rushing by his side.

Max wondered if even the Null void grenade prototype could hold this beast.

"What are we going to do?" Helen looked to Pierce and Max for answers yet received uncertain looks.

Gwen and the other gals stood up and readied themselves to defend Ben from this dark paradox of their friend.

Kevin11K roared out a monstrous roar in presumed triumph before a green flash caught everyone's attention.

"Ben?" Gwen wondered as the teen hero transformed yet again into Ultimate Humongasaur and stood up ready for round two with Kevin11K.

"There's always hope. Trust me..everyone…" U-Humongasaur then puffed up and charged like a bull towards Kevin11K in his monster form.

"Oomph!" He was taken back as Ben slammed into with all his might and kept pushing until they reached a very familiar object.

"That's the time gate! Ben what are you doing?" Max called our in great alarm.

"Sending his sorry butt back!" U-Humongasaur called back as he pushed the struggling body of Kevin11K with him to the Timegate that was just past Vilgax's unmoving body. Ben had a plan alright, and his girlfriends weren't going to like it.

Making a grab at the old Omnitrix still latched onto Vilgax's wrist and ripped it off in a hurry while keeping the struggling Kevin 11K at bay, everyone whos witnessing this happening was certain what Ben's plan was and it alarmed them.

"Get offa me!" Kevin11K roared and clawed at him, though U-Humongasaur was taking damage he had still needed to do this.

Time seemed to slow down as Ben was getting closer to the Time gate, it was still active since Albedo powered it from before, you can't really turn that thing off.

Ignoring the pleading voices of friends, family, and lovers U-humongasaur shouted the code in quick succession; "Command code Omega 0058120-10 activate!"

"Ben!" Gwen called out desperately to him one last time before U-Humongasaur took Kevin11K with him into the spatial depths of the time gate vortex.

'I'll come back, Gwen, everybody. I promise.' Ben thought as they both were fully immersed into the depths of the Time vortex when the Self-destruct of the old Omnitrix came full circle.

A thunderous boom filled the room as the Omnitrix fully self destructed from within the depths of the Time gate, the charge wasn't build so it should only destroy itself and hopefully just Kevin11K, but the impact wave was vast enough to shatter the Time gate itself from their side. The impact shook everyone enough to cause them to stumble, but not enough to wreck the ship.

Everyone who was sprawled all over the floor now shakily got up and took it all slowly what happened; Ben may have sacrificed himself in stopping a practically unstoppable enemy.

It was quiet, so quiet as they all stood waiting for something surprising to happen instead of succumbing to the belief that the one and only Ben Ten died in battle.

Gwen wanted to believe he came out alright, she wanted him to reappear right this very second, but nothing was happening….nothing at all.

"B-Ben…?" Gwen's eyes started watering and soon tears spilled down her cheeks. 'It couldn't have been a lie, could it? There was Ben10K, my future self happy with him, there was a future for him, for us, for all of us there with him! What happened?' Gwen thought wanting to risk a time travel spell at all costs in hopes of bringing him back, anything to bring him back. She sensed that all the other women that were in love with him thought the same thing as well.

As silent as it was, something or someone broke the silence with the usual odd humor.

"My my is it a wake in here? Do try to cheer up now."

Everyone turned to look at the source of the voice to once again see the odd time traveling doctor; Paradox.

"Paradox?" Kevin wondered just why he was here again and then it dawned on him. The idea fell on him like a ton of bricks. "Paradox!" He got up and ran over to the doctor, but paradox held out his hand to stop and Gwen from bearing down and ruining his lab coat.

"I know I know, I already know what you're going to ask as I've been through this all before. So please no crowding, I get Closter phobic." Paradox said in his usual kooky demeanor.

"Can you bring Ben B-" Gwen began in a rush until Paradox held out his hand in polite 'please be quiet' gesture.

"Like I said; Ben's fine." He began causing a collective sigh from everyone around. Max however wasn't appeased, he wanted more information. "Can you tell us more than that? I want to know my grandson's whereabouts."

Gwen looked pleadingly as did the rest of Ben's girls.

"I'm afraid you'll have to wait for me to pull him back, the young lad has created quite a mess for himself seeing as how he actually penetrated the cross-time/space fold and landed himself in another universe." Paradox said waiting a few seconds for that information to sink with everyone.

Then right on cue…

"What!" Nearly everyone said in unison, yet Paradox remained calm.

"Let me finish, I can certainly bring him back, but this was meant to happen in his timeline. He is to crossover into another universe that exists on a different level this one and join forces with another hero." He finished letting that information sink in once again.

And right on cue…

"Come again!" Most of them said in unison.

Gwen stepped in close and asked with a sincere face. "When will he come back?"

Paradox smiled. "Just wait and see, destiny usually comes to those who wait for it, but it will be a rocky wait. May I suggest some life-model robots of Ben for you to pass the time?"

Gwen's eyes slanted into one of impatience and distaste while Julie, Kai, and Elena nodded in unison.

Gwen looked upwards in the direction of the sky with a small smile of hope, Max placed a comforting hand on her shoulder.

"He'll come back, Gwen." Max said sympathetically.

"I know, grandpa. I know, but he better not make us wait too long or else-" Gwen said smiling when Grandpa finished for her.

"Or blue balls spell?"

She nodded and chuckled. Their lives were certainly interesting, now Ben was performed a full on comic book cliché, she thought maybe he'll meet another superhero that's similar to him. With that new Ultimatrix of his things will get a lot more interesting indeed, she just hopes he can hold off on charming too many women and girls in that new dimension he's now in.

Somewhere else in the realm of Ben's subconscious…

Standing inside a bedroom that was basically designed like a romance movies' typical setting, was Ben. He looked confused and curious as to why he was brought back into the dream world once again. Last time he was brought here he had made unreal yet realistic love to a dream version of his mother and then the preteen version of Gwen.

"With that bed there I guess I'm up for another one of 'those' dreams then." He said observing this room of light red elegant décor. "Why now though? Last thing I remember was shoving Kevin11K in the time space tunnel when I set off my….old Omnitrix… to self-destruct, I'm gonna miss that watch. I've had it forever, Ultimate Humongasaur's fortified body protected me from the worst of the explosion, thankfully I didn't let it charge too long. Then I saw…" Ben tried to remember how Kevin11K's end went, he remembered seeing the green unstable energies of the omnitrix blow the worst onto Kevin11K thus grinding him against the walls of space/time while they were both plummeting to who knows where, the visual image of Kevin11K being shredded into energy shards came to my mind and he knew that he had defeated that monster for good.

"Now for the matter of where I am." Ben speculated, he noticed he was still in his clothes despite being inside the dream world.

"Now now, don't you worry about that, sweetie." A smooth feminine voice spoke up from behind Ben.

He turned around to see a stunningly beautiful woman standing before him; she appeared nearly angelic in every sense of the word, she had long elegant red hair that flowed along her back and over her shoulders, her eyes resembled that of a goddess with it's jade green color, and her body was clad in a barely covering heavenly robe that was transparent.

Feeling his jaw drop Ben couldn't look away from the creamy skinned goddess, in a few ways she seemed like an alternate version of future Gwendolyn.

"W-Who are you?" Ben asked nearly stuttering.

She smiled sweetly and giggled girlishly. "Do you really need to know? All you know is what happens when you usually come to this place, and how much you enjoy it. Especially with any variation of your precious Gwen. Infact any of your women would do, in this realm there is only love and no pain." She spoke dreamily.

Despite feeling his erection come up, Ben felt suspicious of this person. Not only was she aware of this world and Ben himself not being from it, she also knew about his 'ladies'.

"Who are you? Really." Ben asked as his hand went to his Ultimatrix, but when he found nothing he remembered this was a dream world. He wouldn't have his weapon here.

"Now now, no need to worry, my sweet Ben. Come here." She sat on the edge of the bed and beckoned with a seductive gesture to Ben.

Suddenly that familiar sensation flooded Ben's mind and body once again. "What's going on? Is this the charm effect? She can use it?' Ben thought when his eyes shone in pink light and his mind felt hypnotized, he tried to block it out, but the urge was too much for him.

He looked up at her and saw her smiling sweetly at him, now the charm's magic has fully worked itself into his system thus causing him to fall madly in love with this nameless woman.

"Yes, mistress." Ben replied emotionlessly as he walked hypnotically slow towards her sitting form.

As soon as he got close enough she slithered her arms up his body and pulled him down enough to press her supple lips against his.

"Hmmmm." She hummed and worked her tongue slowly past his lips into his tongue, her arms around his neck and pulled him down ontop of her.

They both laid on the bed making out slowly and sensually, the redhead mystery woman then placed her hands at the bottom of his shirt to lift it up along with his jacket.

Tossing them aside she rubbed around Ben's bare chest with fervor while her soft lips felt the penetrating feel of his tongue slither into her mouth, she eagerly sucked on it and placed her hands at the hem of his jeans. Within a couple of minute he was entirely undressed and fully nude with her in his arms, she had barely worn anything to begin with and yet she didn't need to with her kind of clothes. Ben simply slid her robe like covering aside so he could begin squeezing her breasts while kissing down her neck.

"Yes that's it, Ben. Be mine and only mine." She whispered in his ear seductively while he squeezed and fondled her C-cup size ample breasts.

His hands softly groped and gently squeezed each tit eagerly while his fingers traced around her nipples following pinching them lightly. Within seconds Ben slid her lower bottom robe covering upwards so he could place his left down on womanly snatch. When his fingers made contact with her vaginal lips she shuddered lightly as he continued his treatment, he probed his fingers deep into her snatch causing her to moan a little louder and Ben began thrusting them in.

"Ah ah yes!" She tilted her head back whispering his name while he continued probing his two fingers into her pussy. Ben decided to move his head down to her right breasts and begin sucking on her nipple while continuing with his finger treatment.

She moaned his name yet again and Ben's fingers felt her snatch muscles clamp tightly in repeated convulsions, he felt the juices squirt out on his fingers and when he plucked them out he sucked her juices off them.

"Enough foreplay, let's move on to the main course." She said lustily and got up to remove the rest of her clothing.

Ben, not having any say in the matter obliged without a second thought, she was on her hands and knees in doggy position and he got behind her with his pole so very stiff.

With a shove he smoothly slide into her moist snatch without restraint. Her head tilted because she greatly loved the feel of him inside, he bounced his hips against her buttocks energetically. Each time he shoved his cock into womanhood he retracted and just quickly reentered.

"Yesyes yes!" She moaned, her body sweaty, the repeat penetration of Ben's member effortlessly pounding into her. Her tits were bouncing back and forth as they went on for minutes and increased their pace, her hands clenched the sheets of the bed and soon her head was dropping to the surface of it as her body then wildly shook in orgasm.

"Oh Ben!" The redheaded cried out as she came once more, but this time Ben was inside her when she did thus causing him to lose it as well.

He moaned and thrusted two more times into her pussy before ejaculating a generous amount of sperm into her body.

She collapsed onto the bed and he soon followed, she raised her head and looked at him with a wild grin on her face.

"More." She purred.

Without a sense of will to speak for him Ben obliged and within a few more seconds they got into position where she was on top in reverse cowgirl position.

"Here we go again, my dear sweat Ben." She said sweetly as she lowered herself onto his shaft fully taking her in.

"Yes!" She fully felt his appendage dive into her womanhood once more and the redheaded angel began humping her hips up and down.

Ben's head tilted back in pleasure, he couldn't think on his own, it was only his body doing all of this for him, but he loved every minute with this woman. Only he may not remember her when he comes to.

The feel of her supple creamy buttocks slapping down against his lower body increased drastically when she ceased her humping and began gyrating her hips on him instead.

This drove him wild and caused him to moan loudly.

The fleshy moist sensation of her snatch constricting on his cock in rotation was getting him close once again, but he held it off until she gyrated with more and more strength.

"Uuungghh….aaaahhh" Ben moaned and grabbed her hips to steady her frenzied pounding on his meat.

After several more minutes of this he felt her coming to orgasm once again.

"Yes! Oh Ben!" She arched her body upward and felt his hips tighten underneath her. She felt it once more; the liquidly feel of his essence splashing into her to the point where he filled her up. So much sperm was gushing into her womb and she simply wanted all of him to herself. Who was she, you ask? Well that answer would come to Ben soon enough.

After finishing her climax she collapsed down onto him and pulled the lad into a loving kiss.

"I want you, only for me, when you're fully conscious you'll realize how much you're in love with me without that charm magic." She whispered to him while he slipped out of consciousness. She theorized that under full control he had little passion or willpower, it was figured that he was much wilder without being under full control, but she needed to remedy that quickly. She knew how much his girls meant to him, they all mean something special and there was indeed so many, but she wanted him all to herself.

"Only way to remedy that." She rose up on top of him and placed her hands on each side of his head. "I'm going to make you forget them all, you'll be mine alone soon enough, as soon I materialized into your world. You'll be mine."

Suddenly the charm faded and Ben found himself conscious in the hands of the redhead goddess that seduced, but before he could do anything he felt a strange surge flood through his mind.

Scores and scores of images and memories raced by and then suddenly vanished.

"I'll see you soon, Benjamin. Remember the name; Amalia Tennyson." She whispered to him and placed a kiss on his lips before he faded out of the dream world.

Somewhere…

Laying on dusty ground unconscious was Ben in real form, he slowly got up and brushed himself off. His clothes were somewhat tattered and ruined, but he was okay nonetheless. His face held an expression of exhaustion of fatigue, he looked around and noticed he was in the middle of nowhere. He looked around again and could make the faint sight of a city just up ahead, feeling no other course of action he started walking towards it when suddenly a pair of white armored tanks that were oddly shaped drove to a halt in front of him.

"What the?" Ben asked himself.

Out of the tanks came out soldiers clad in black and white outfits wearing masks and wielding equally white weaponry.

One of them pressed a finger to his ear as a means to activate some sort of communication device.

"Providence Base do you read me?"

"Go ahead." A female voice buzzed over the com device.

"We found the anomaly, it appears to be just a teenager, looks pretty roughed up though. Should we treat his wounds first then bring him in?"

"Yes, we'll have to analyze him later, right now be nice and ask him to come with you. We need to check him and figure out why there are no nanites detected anywhere in his body." The female voice buzzed.

"Roger that. Over and out." The solider signaled for his troops to lower their weapons and then he walked over to the bewildered Ben.

"We need you to come with us, kiddo. You look like you need a place to stay as well as some medical attention, plus our specialist wants to get a good look at you." The soldier explained. Ben nodded slowly, still he had a look of utter confusion on his face.

"What's your name, kid?"

"I…don't know.." Ben answered back honestly. "I don't remember my name….or anything for that matter."
Chapter Twenty-one: Dance night and Sandra's charm

By Auumaan

"What's going on, Grandpa? Did Amalia Tennyson really look the way I just described her?" Ben asked sitting across from his grandfather Max at a picnic table nearby his house.

Ben was looking pale and somewhat fatigued; it had not been but a few days ago when he shared an evening with Camille, Lily, Gwen, and even his mom, that he'd rather forget. Now he was starting to fear the charm effect like it was a curse upon him, just when he thought he had it under control it snuck out another unexpected sexual encounter on him and several Tennyson women. Ben had confided in Max but he intentionally left out the part where it also involved Lily, Sandra, and Camille. As far as Max knew it was a regular sexual relation with Gwen when that embodiment of the supposed 'Amalia' emerged through her powers.

Max looked solemn for a moment then fished out an old photograph from his wallet, it was a small photo that appeared to be very aged yet clear enough to see a young woman on it. "From what you already told me, what you saw couldn't have been a 'spirit' of my great grandmother. She had brown chestnut hair and was known as a rather average young woman. Are you sure Gwen's powers aren't going haywire? Anodites and their powers are never easy to control unless you're someone like Verdona." Max said handing over the aged photo to Ben.

"Well…" Ben trailed when he examined the picture and mentally recalled what the spiritual form of that 'Amalia' looked like. 'They don't resemble each other at all, I know what I saw, but this reeks of suspicion. Maybe I'm losing it.' He thought before looking back to Max.

"It could be that, I mean she never tried a séance before, but things have been getting weird lately."

"Heh, weirder than usual, you mean? Speaking of, how're the girls doing, ladies man?" Max chuckled before getting and walking to his cook out grill just outside the Rustbucket.

Ben remembered Gwen being somewhat upset with him over adding yet another addition to their growing 'love nest'; Carlie Cooper. His eyes blinked in mild alarm as he just now remembered an engagement he had to attend to later this evening. "Oh that's right; I remember I had to do something later tonight with Carlie." Ben realized and proceeded to get up and quickly grab a sizzling meat Pattie and bun for the go.

"Just grab and go, huh. I hope you and Carlie don't do anything too frisky, I wouldn't want to have great grandchildren just yet." Max called out to him causing Ben to nearly choke on his burger bite.

"Don't joke like that while I'm just now eating, Grandpa. Besides I get enough scare tactics from all the other women in my 'group' about pregnancy. The charm does protect against it after all." Ben called back.

Before he got to his car and opened the driver's door, Max called out to him again and this time he had a serious look written on his face. "Don't take on more than you can handle, kiddo. You've been good at handling the Omnitrix and controlling more than ten different alien forms, but you'll have to be better if you going to be with over ten different women, Ben."

Ben looked back at him and nodded slowly before getting in. "When haven't I been careful?" He joked causing Max to have a flattened expression.

"Do I really need to answer that?" Max answered as Ben started up his car and waved him bye.

He drove off with a set destination in mind, but among other things he had been worrying about two very important problems. One was being if he could even spend enough time with each and every one of them individually without it turning into a porno scene, the other was the Amalia Tennyson doppelganger that sparked lust within him and the other Tennyson women that night. He could never bring himself to forget that night as much as he wanted to.

A vibrating feel and a ringing sound brought his attention to one of his lower pockets, his phone was ringing and when he fished it out to answer it Ben noticed it was Carlie's number.

"Hey Carlie, what's shaking?" Ben answered pressing the phone to his ear.

"Hey yourself, stud. Are you ready to come to the dance with me tonight at eight? I hope you'll buy a tux for the occasion." Carlie answered with a cheery tone.

"Of course, I don't have any alien business or Plumber duties to speak of, besides it's your homecoming dance. I wouldn't miss out on that, plus we hardly get to spend time together anymore." Ben answered taking a turn in the road.

"That's true, hehe, from Gwen told me there's a lot of us you have to spend time with. Trying to make a large family or a line of heirs, Ben?" she giggled back over the phone causing him to blush a bit.

"T-that's not like that...at all!" Ben stammered a bit before she answered back giggling.

"I'm just kidding, Ben, usually not many people end up in the same position as you. I hope you'll treat every one right." She said sounding sincere.

"I will, count on it." He replied and Carlie felt a smile form on her lips. "Well I have some allowance money to rent a tux, but I'm going to stop by my cousin Kenny's place to see if he'll let me borrow one of his. I'll meet you up in a bit."

"Okay, can't wait. See you soon, lover boy." With that Carlie clicked the end call button and hung up.

Ben pocketed his phone and drove on, a sudden flare of vibrant pink energy lit up in his pupils and immediately thought of all the special women in his life; Holiday, Carlie, Julie, Elena, Kai, Helen, Tracey, CC, Melissa, Lily, Jennifer, and Gwen. A confident smirk crossed his lips. "Looks like I may control some of it after all." He said to himself as his car sped down the road.

'That's what you think; soon you'll only be mine, my love.' A mysterious feminine voice said from within an unknown space of violet energy.

Elsewhere…

"Thanks for lending me your prom tuxedo, Kenny. I promise I won't ruin it, mostly." Ben said walking out of Gwen's house with Kenny standing at the doorway.

"Heck you do whatever you want it, just don't bring it back with 'love' stains on it." Kenny joked resulting in Ben turning around and shaking his fist at it.

"Oh like you didn't already cover it with nastiness on your prom night, right?" Ben said back to him.

"Yeah I pretty much wrecked it, have fun wearing it though." Kenny shrugged and Ben eyed the formal wear with utmost suspicion and disgust. Steadily walking back to his car while hearing his cousin chuckle in amusement of Ben's reaction he got in and got ready to drive to Carlie's house for a relatively simple and romantic evening. He hoped.

Meanwhile somewhere in the same violet void was a mysterious woman smiling deviously.

Where Carlie was at…

Standing in front of her vanity mirror of her bedroom was the said blonde teenager holding up a rather beautifully elegant beige prom dress. Her eyes zipped back and forth between the dress and how she would look in it on the mirror, she bit her bottom lip in slight distress at preparing for this evening.

"I wonder if I should remove my glasses, those contacts are a bit painful to put on, but…" She laid the dress down onto the side of the bed and examined her face up close to the mirror. Her face was held angelic beauty on creamy white skin with bright blonde hair tied back in her usual sophisticated student appeal.

"How about tonight I just let go of that style, I want to look good for this dance and for Ben." Carlie sighed relaxed and removed her glasses from her face, she was pretty and mentally Carlie decided tonight she would make herself out to be dazzling.

After nearly twenty minutes of showering and touch ups she finished dressing up and heard the door bell rang. An eager smile crossed her face and she headed down the stairs to answer it. 'Here we go.'

Outside her house…

Ben stood before the door just a moment after he rang the doorbell, dressed in his cousin's tuxedo which surprisingly fit just right, ready to begin this evening with Carlie. He and Gwen had already passed their homecoming dance and regrettably he hadn't been with Gwen at that time to enjoy a night dance with her, but this would be different.

The door opened and Ben felt his jaw drop when he saw a stunningly beautiful Carlie looking back at him without her glasses and with a look of hope. Her hair was loose and styled in a long graceful style, she was dressed in a beige white dress that was fashionably designed for occasions such as this, it possessed no straps and resembled a bride's maid dress, but styled differently. Simply put she was outright beautiful.

"W-wow..! You look amazing!" Ben stammered a bit causing her to smile.

"You're not so bad yourself, Ben. That tux really brings out your shoulders." She commented when she examined his well built frame within his cousin's suit.

Ben held out a small box with an ivory colored corsage inside and opened it up to place it on Carlie's now outstretched right arm, he was having trouble putting it on but eventually the piece was tied and during which Carlie never took her eyes off him.

She didn't say anything but she knew what to say at the right time, but Carlie knew it in her heart; she was in love.

"There, sorry it took so long, I'm not used to going to formal occasions, plus I'm just clumsy." Ben said awkwardly, he hoped he didn't leave a bad impression, but she silenced his doubts with a sudden loving liplock.

He didn't protest and instead savored it by wrapping his arms around her slender frame. After a minute or so they broke off and headed to his car with Carlie's high school as the set destination.

While inside the car…

"So you're about to be in Junior year now, huh. I figure this dance always comes sometime during the middle of the second semester." Ben said steering.

"Exactly, in fact a couple of my friends are gonna be at the party too, I'd like you to meet them. That is unless your magic doo hickey doesn't kick up and make them want to jump you." Carlie joked slightly worried that the charm spell may actually happen with that scenario in mind.

"I hope not, for one thing I haven't met your friends yet, and secondly I think I am getting some control over it. It just takes a matter of time." Ben said grinning.

"Or practice, not that I would mind being your practice partner, hmm." She said winking. He chuckled and mentally noted she was feeling very excited about tonight, a night he swore he wouldn't ruin for her.

"Now that's an enticing thought." Ben chuckled as he drove on, Carlie's soft left hand on top of his right one the entire trip.

Minutes later they reached the parking lobby to where this rather impressively designed building that resembled a royal mansion; it was Carlie's private school. Ben found a place to park and walked out to the entrance with the blonde teenager girl hand in hand.

'Wow there's a lot of people here, I wonder if I'll see anyone from my school he-' Ben was cut off in his train of thought when the shrill of another girl's voice caught their attention.

"Carlie!"

Ben looked ahead a saw a rather beautiful Hispanic girl that was a bit taller than Carlie quickly make her over to them, at her side was a shorter blonder girl with stylishly done hair style and casual clothing.

"Michelle Norah!" Carlie was tackled into a hug by the two gal pals of hers, Ben figured these were her friends she mentioned earlier. Neither were bad on the eyes, in fact Ben had to stifle whatever perverted thoughts creeped up in his mind when he noted how short the Hispanic girl's mini skirt was. Shaking his head he snapped back to reality and notice Carlie introducing the two to him.

"Ladies this is my boyfriend; Ben Tennyson. He and I met at a movie theater and…" Carlie spoke before sliding her right arm around his left one.

"Knocked boots?" Norah said eyeing Ben like a jewel appraiser, she wore regular casual clothes which consisted of a thing white fatigue shirt with a punkish collar on her neck, a simple blue skirt over her petite fishnet stocking covered legs and tennis shoes.

Carlie went beet red and snapped back to her. "N-Norah!"

It was Michelle's turn to 'check out the merchandise', her brown eyes roved up and down Ben's slightly built form. Fighting alien enemies for so long with and without the use of the Omnitrix does wonders for working out without a gym. She placed a hand on her hip and smirked mischievously before saying anything. Ben took the time to eye her as well, she wore a sexy black dress with loose spaghetti straps and short skirt, even her ankle strap shoes brought out her sexiness. Ben was having a time trying to stifle a nosebleed, any perverted thoughts or the sensitivity of an erection could spring the charm effect, he definitely didn't want that to happen.

"Hmm not bad, I wonder if you can dance good, so have you and Carlita did it yet?" Michelle asked with an amused tone in her voice.

"Carlita?" Ben asked.

"Carlie's nickname from Michelle, so have you?" Norah added with an eager look on her face for the answer.

"I don't think that's any of you two little pervert's business." Carlie stated affronted and slightly blushing, but her reaction caused her two mischievous buddies to smirk widely.

"She did!" Norah and Michelle said in unison before highfiving each other, Ben honestly was amused at their antics, Carlie however was flushed in embarrassment and pouting.

"Ladies, let's go inside and a night, shall we?" Ben asked hoping to push past this awkwardness and the teasing they were doing.

Norah and Michelle both stopped snickering and looked back at him with a nod, "Sure, I'm up for some dancing tonight. We can take turns with your boyfriend , right carlie?" Norah said catching both Ben and Carlie off guard.

"What? Norah are you kidding me with that?" Carlie said hooking both of her dainty arms around Ben's right one, thus signaling their relationship to them.

"What? We just want to dance, we weren't able to bring any dates with us here since originally we didn't plan on coming. Besides too many guys keep asking me with those perverted grins of theirs anyway." Michelle said walking beside Ben and Carlie as they made their way into the dance hall of the school.

"So can we, Carlita? It's only for dancing." Michelle pleaded softly leaning her head against his shoulder, Carlie should've expected, but was still peeved regardless. She had already gotten used to the fact that time sharing with Ben and his other mistresses would be a dealable hassle, but didn't want her friends to get mixed up in that charm magic of his.

"Well… okay I guess, but I better not see you grabbing his butt or trying to rub his crotch, okay." Carlie sighed with a demanding tone at the end.

"Yay, dibs on his butt!" Norah joked and leaped to land on his back causing him to stumble a bit.

"Norah!" Carlie flustered and Ben sighed to himself.

'I know I should say something along the lines of 'I'm a one woman man' but I'm the last person in the world to say that. I hope Carlie isn't too mad with them or me in this case.' Ben thought before shaking off the hyperactive blonde from his back, she wasn't shorter than him but plenty petite enough.

The night went on and soon Ben found himself in the middle of the ambient musical dance floor with Carlie in front of him with her angel smile.

Her hands gracefully where they would be during a dance position and Ben gently leading her around in a swift motion of their dance movements, during the sonata of mixture music the two teens never took their eyes off each other.

The music changed to slow sappy romance music and the two moved at a steadily slower pace, but pressed in closer to each other during their stance shift. Norah and Michelle sat close by watching the two from a nearby table each anxious to have their turn dancing with Carlie's 'squeeze', of course they weren't planning on throwing a wrench into their relationship, part of them asking to dance with him was simply to mess with her.

The music swayed and the two teens gracefully made their way around the dance floor in slow circles, Carlie was now moving herself closer to his chest as a means to bury herself in his arms. She truly loved him, even her gal pals could see that, but another entity had a different thought in mind and it wasn't good.

After fifteen minutes went by the music ceased to a slow crawl and Carlie with Ben decided they need a rest, so the blonde vixen went to sit down with her buddies while Ben went to get them all drinks of punch from the punch bowl.

"So? What do you two think of Ben? Isn't he sweet?" Carlie stated with a sigh of happiness causing Norah to roll her eyes.

"He could use some help with those dancing steps of his, but overall he seems nice. I hope you two kick it off." Michelle commented.

Carlie mentally choked down her own thought as to not speak it out, she didn't want to mention that she was simply one of many to bond to the alien hero. Polygamy among teens was something that could get unwanted attention and she did not want that.

"He has a nice ass." Norah said out of the blue causing Carlie to nearly stumble out of her seat.

"Norah!"

"What? He does. Michelle knows it too, no wonder you two spiced things up." She said snickering, Norah Winters was well known for her more than extreme honesty, as well as her open mind.

"Not to make you uncomfortable, Carlita, but I'd do him if I got the chance. Are you two going to after tonight? He is kinda cute afterall." Michelle said crossing her legs; Ben was still over at the table filling up their cups when unknowingly a familiar pink surge invaded their consciousnesses.

"It's showtime." A distant voice echoed in the violet space of an unknown location when the mysticism of the charm magic took hold of Carlie and her two friends.

'This is…! I've felt this before…! I…I…' Carlie thought before the intoxicated effect of the charm override her logic thought and replaced it with thoughts of enticement and uninhibited desire. Michelle Gonzales and Norah had the same looks on their faces and while Ben was making his way over to them, the three of them looked at each other and nodded in unison as though they thought the same idea.

"Hey gals, sorry I'm late. You wouldn't believe how many other students I had to push through to serve this stuff. I hope it's not spiked." Ben said as he set the four cups of red liquid down on the table.

The three gals all looked at him in unison like three female lionesses honing in on the alpha male for mating season.

"Hmm? You three all right? Seems kinda quiet between everyone." Ben asked in slight worry before Carlie put on a reassuring smile and spoke.

"We're fine, Ben, but it looks like you might have something on your suit. Looks like a nasty stain and you may want to go the restroom to wash it out before it sets in." She said clearly lying, Ben was positive he didn't drop any punch on his cousin's suit, but he thought that since Kenny may have 'tainted' it with god knows what at his prom, he figured he'd better check.

"Heh, I really hope Kenny didn't leave any 'love' stains from his prom night on this, I'll be back then." Ben walked off to the nearest and possibly emptied men's restroom to wash up, but that's where the girls plan to corner him.

"Let's go ladies." Michelle signaled before standing up with the other two and heading in the direction of where Ben went.

Where Ben was at….

"Jeez Kenny, way to play with my head like that, I'm not dumb enough to believe this old tux wasn't washed when you last used it, or that you actually had sex while wearing it. I can't believe I fell for that one." Ben muttered to himself as he stared in the mirror while he was holding up his tuxedo jacket. No one else was in here except him, but with the door swaying open that was would soon change.

"Hey Ben sweetie." Carlie spoke in sexily sweet voice.

Ben turned around to see all three girls behind him, each with a sexually excitable expressions, if he wasn't caught off guard he would've immediately jumped to the conclusion that the charm effect went active again.

"Carlie? Wha-" Ben was cut off from speaking when the blonde schoolgirl covered his mouth with hers, her tongue eagerly diving inside and worming it's way slowly around his own tongue. He'd be lying if he said he wasn't turned on, but he knew this had to stop for a list of reasons. A certain entity wouldn't have any of that.

"Now now, Ben, I won't tolerate any prudishness tonight. These three are here for only you, now enjoy the night, hero." A hauntingly familiar voice sounded within Ben's mind as the charm activated fully within him.

His eyes shone a fierce violet pink once again, his face cringed as whatever little consciousness inside of him tried to wrestle for control of his body, but ultimately he lost in that battle. Whoever influenced the charm's magic in all of them had more control of mana and now played out the hormonal lust between the four teens.

His eyes sunk as he melted into the kiss and impatiently wrapped his arms around her back with his hands creeping to her buttocks. With a gentle squeeze he latched onto each cheek within each hand causing her to moan like a kitten within his mouth.

He felt a shuffle and Norah was on his left side placing her dainty soft hands on his increasing bulge through his pants. Michelle proceeded to be on the right side of him and decided to pull down the top of her black dress to display her supple B-cup size breasts, deciding to hog some of the attention she grabbed and removed Ben's left hand from Carlie's butt and place it on one of her breasts.

Ben retracted his mouth from Carlie's and was immediately liplocked by Michelle, the latina girl swirled her tongue around in a way Ben had rarely felt. If anything, it was as if he were being frenched by one of the older women in his group, and it felt nice.

The tan smooth girl of Michelle's breast beneath his hand, the sound of the zipper being peeled down by both Carlie and Norah, and the magic of 'charm' amplified his sensitivity to their touch.

"Looks we get to do more than dancing tonight, eh Michelle." Norah commented as she pulled up her white thin fatigue to reveal her surprisingly larger breasts. They were perky and supple, yet she was a tad bigger than Michelle's.

Michelle removed herself from Ben's mouth and rubbed her left hand on top of Ben's hand that was still groping her right breast. "And we'll do much more than that, isn't that right, Carlita?" She said with the faint glow of pink in her pupils.

"Of course, but what do you think, Ben? Do you feel like spending this evening with all three of us instead of dancing?" Carlie asked with the same pink glow, clearly the opposite answer was not an option, but it wasn't like he was going to decline regardless.

"Lock the door." He said feeling the steamy urge to ravage them flood his mind once again. This sensation was similar to the one he had during the ladies night, something constant is triggering this again and he had to find out who or what.

Norah walked over to the door and jammed a nearby stool against it effectively barring it to open from the other side, meanwhile Michelle and Carlie gently pulled Ben into a stall where they sat him down on a toilet seat with the lid down.

"Ben, I love you, you know." Carlie said as she stood with her arms around her Hispanic friend.

Ben knew full well that he felt the same way, but her way of showing was soon to build a great erection in his pants.

Carlie pulled Michelle up so close that their breasts were massaging each other, the blonde opened her mouth and covered her own with her friends, both made sure to make it look as erotic as possible. Ben could clearly see Carlie's tongue being sucked into Michelle's mouth hungrily, both of them were rubbing each other's backs with their hands while Ben's erection built up greatly.

They were doing it like pros, with Carlie sucking up and down on Michelle's lip while grabbing her head so she can then shove her tongue down her throat once more. The slurping sounds were almost loud enough to hear easily, but before he could see them undress each other Norah came in and sat on his lap like a well paid stripper.

The punkish shorter blonde was now topless and made sure Ben had a very good view of her tits up close, saying no words she leaned down to capture him in a deep tongue frenching kiss. Carlie and Michelle noticed he was no longer watching them and looked to see the little blonde grinding her hips on his lap while shoving her tongue down his throat.

The alien watch wearing hero didn't protest and instead reached his hands around to her rump and squeezed her cutely shaped buttocks, slowly those hands hiked up her skirt and grabbed her hips while she grinded herself on him. Carlie and Michelle watched in enjoyment as their spunky friend continued dry humping Ben in front of them, but decided to wait no longer they each started to undress.

Carlie shimmied herself out of her formal wear and stood there fully nude and Michelle quickly shucked her own short dress to reveal her curvy tanned body. Hard to believe that they had such looks during their teen years, but Ben wasn't complaining.

"My turn." Norah breathed hard when she let go of Ben's tongue from her mouth and stood to join the others, since she was already half naked all she had to do hike up her skirt to her waist and yank down her white panties. Her nearly bare pussy in plain sight, she had a slight patch of golden pubic hair above her pussy lips. Michelle was completely bare, it did more to highlight the moistness between her inner thighs, and Carlie of course also had a small patch of golden pubic hair.

"Not bad at all, ladies, I guess it's my turn then." Ben was about to get up to remove his clothes as well, but Michelle's hand stopped and gently shoved back down.

"Let us do that, pretty boy." Michelle said with a seductive finger still on his chest. Her hand traveled down along his body to his pants and in unison all three girls placed their hands at the hem of his pants.

With an impatient they yanked down both his pants and his boxers all the way to his ankles, Ben would be embarrassed if not possessed with lust since his cock stood out so readily for them. Norah hadn't seen a man's private part until now and Michelle was young as they were, but she had see plenty of perverse material on the internet.

However they each knew just what to do; "Well you two, let's share a popsicle." Carlie suggested in a naughty way and the other two nodded before all three of them dove on his length.

"Oh god!" Ben gritted his teeth and held onto the stall's railings with his hands clenching tightly as he felt the touch of Carlie's rolling along his shaft, Norah's lips sucking a testicle into her mouth while fondling the other, and Michelle sucking in the tip with her tongue licking it in swirls.

The only other time he remembered being serviced by three women simultaneously was when he reunited with CC, Turbine, and Frightwig after the trip back through time, only this time it was with three teenage girls that were all just as eager to jump him.

Norah opened her mouth wider and ran her tongue around the spherical surface of his left tentacle and gently squeezed the other, she wanted to take both of them into her mouth, but that wasn't physically possible for her. Instead she did something else and stood up to move over to Ben and press her naked woman lower bottom to his face. He didn't even wait until he pressed his mouth to her clit, his hands grabbing her hips as to lap his tongue up and down her pussy entrance vigorously. She bit her bottom lip and stifled her would be moans, but steadily she rotated her hips around with Ben's mouth still eating her out.

Michelle and Carlie took the next step as well, Carlie signaled to the latina girl and they got into a position where Michelle rose up and hovered her pussy over Ben's erect meat. Ben was busy licking and tonguing Norah's fifteen year old pussy to notice Michelle there, but without any further notice she slid herself onto his cock till it reached her hymen.

Ben now noticed what was happening and moaned inwardly as his hands were now squeezing Norah's asscheeks again, Norah moaned loudly and then so did Michelle when she slammed herself all the way down on his cock thus penetrating her entirely.

"Oohh! Yes!" Michelle moaned in pleasure, but also in pain. She just had her virginity taken, but the charm magic diluted the pain greatly and returned her mind to the sensation of physical pleasure she was feeling. Gradually she ground her hips forwards and backwards with his dick fully inside her while Carlie stood against the wall of the stall fingering her pussy frantically with her left hand.

In and out her left index finger plunged into her sensitive womanhood, but she enjoyed every minute of it and imagined Ben to be the one doing it. Meanwhile the latina lover began bouncing/undulating on his meat and rode his lap wildly, Ben himself couldn't say anything because Norah was busy smothering his mouth with her now climaxing pussy.

"Ah ah aahhh!" Norah squealed as hers snatch muscles convulsed several times and squirted pussy juices all over Ben's face and mouth. After taking a breather for a few seconds she removed herself from his face and slumped against a wall of the stall they were in. Michelle continued humping to her heart's content and pressed her upper body much closer to Ben now that Norah removed herself, the tan girl leaned in and licked slowly on certain parts of his face. She was doing this to be naughty but also to suck in some of Norah's cum from his face. Her his were sliding into his faster and stronger meaning she was getting close to climax, but planned to hold it off until she felt an intruder in her 'back door'.

"Eh? Carlita, what are yo- ooohH!" Michelle moaned when Carlie snuck up behind her and inserted her right index finger into the tan girl's anus. She had never experimented like that at all before and this new sensation was fairly alien to her, but she was enjoying it greatly. Carlie continued pumping her finger in and out of Michelle's anal pucker hole thus causing her to lightly bite Ben's neck in enduring pleasure.

After a few more moments of slamming herself on Ben's cock and being anally fingered by Carlie the tan girl opened her mouth agape in orgasm and undulated wildly on Ben's lap. "Oohh yes!" She moaned loudly as her snatch clamped in juicy climax on his dick thus causing him to come as well, and come he did, Ben moaned loudly too and thrust his hips upwards several times to fill her young womb full of baby batter.

"Ah ah!" Ben thrusted again and again he rode out his orgasm, feeling spent after shooting so much sperm inside Michelle he leaned comfortably back with her cuddling his chest.

The night was not over yet though, another pink surge of energy flooded their bodies and crazed lust filled their minds.

Carlie's face was written with intense desire for him and she whispered to the girls what they could do next while she had her turn with him now.

Michelle and Norah sat across from each other on the floor sprawled with their legs open wide, within seconds womanhood began rubbing feverishly against womanhood as the two started scissoring each other. Norah's ivory moist pussy slowly rubbing against Michelle's cum soaked tanned one was enough of an intense sight that it got Ben rock hard again, Carlie took this opportunity to immerse herself in reverse cowgirl position on her boyfriend's appendage.

"Carlie…" Ben moaned in eurphoric desire as the blonde teen fully slid Ben's dick into her snatch, he rose up so that his chest caressed her back and pulled her into a lover's kiss while he started pounding into her.

In and out Ben's member slicked into her smooth yet tight entrance, hips slamming into hers repeatedly while her two friends continued scissoring their pussies against each other. Even without her glasses she was a knockout and Ben was finding himself more in love with her every day, though he greatly held all his 'women' deep within his heart on equal grounds.

After seven minutes Michelle and Norah got into a sixty nine position and energetically delved their tongues and mouths into each other's snatches, Norah putting in more effort since she was scooping out some of Ben's semen from her womanhood into her mouth. During that time Ben and Carlie continued their frenzied pounding standing up and against the stall wall with Carlie's butt bouncing against the surface.

Her legs held suspended in the air by Ben's hands and her arms hooked around his neck for support while continued banging his meat into her womanly entrance, again and again he savagely pounded into her and during which she held her mouth open in speechless nirvana. It was nothing short of a miracle that no one bothered to intrude on them in this restroom, but that worry didn't stop them from going all out.

Feeling her fingers clench tightly into his skin Ben felt Carlie was close and so was he, her legs fell loose and wrapped them around his waist while he continued shoving his meat into her. After several more minutes he plunged himself into her one last time before tilting his head back and moaning her name loudly. Her legs clamped tightly around his back as she felt the wave of orgasm wash over her body with Ben, his rod began spurting copious amounts of creamy spunk deep into her womanly depths while she succumbed to climax as well.

"wow, that was-" Ben panted in sexual exhaustion as he slumped out of her leaving a gooey trail of cum connecting his wang to her snatch.

"Amazing." Carlie breathed satisfied as they collapsed in each other's arms against the wall exhausted. His member was still slightly hard if not softening when he felt a pair of lips capture it.

"Wha?" Ben looked over to see Norah and Michelle at his manhood slurping it with their lips, each girl took a side of it and slithered their tongues along the shaft in balance, Ben was already feeling turned on soon after blasting his load twice in a row. He wanted to call it a night, but the pink glow in everyone's eyes said otherwise.

The night went on with mounting Norah in a doggy position and penetrating her hymen like he did with Michelle, he pounded away at her pussy while Carlie and Michelle were at his side either kissing along his chest or frenching him savagely. The charm spell kept him invigorated enough to keep pounding his flesh into her and soon after letting his load loose inside her, he felt drained enough already and didn't send too much sperm inside Norah, but even so, he was spent. All four of them lay naked together on the floor spent and satisfied, but Ben however was in distress since once again the charm had taken on its autopilot function without his consent. It was just like how it was with the ladies night with the Tennyson women, he didn't believe in coincidences after this and swore he would find out what keeps causing this.

"Oh crap it happened again." Ben muttered to himself as the effects of the charm magic subsided enough for him to regain his senses and logical thinking. He was leaning against the bathroom stall wall with Norah and Michelle cuddling against each side of his chest completely naked with Carlie in center on top of his chest with her face at his neck. The fact that no one had even tried to stumble upon this restroom during the midst of the sex they had was nothing short of a miracle, but Ben felt that he had a list of problems he now needed to confront after tonight.

"Hey there." Carlie spoke catching his attention, she was awake and back to her usual self, but Ben was surprised to see she wasn't upset at all. She reached up and pulled him into a loving kiss that lasted for a good minute before they disconnected. Looking back at her two friends who were equally naked and at his sides she smirked. "I guess we have a lot of explaining to do, huh. Do you think they wan-"

"To join? I don't think so, I got to draw the line somewhere, besides it wouldn't be fair to them and to others. I know I'm the last person that should say that but-" Ben went until he was silenced by Carlie's finger pressing against his lip.

"Relax, I don't think they're too interested in committing to a relationship anytime soon, but don't get me wrong they may want your phone number so you could be their fuck buddy." Carlie explained causing Ben to chuckle a bit before hearing the groaning noises of the other two waking up.

Ben looked back at her and smiled. "I love you."

"I know, now c'mere." Carlie smiled gingerly before pulling him into another kiss.

Later…

The three of them eventually cleaned up and redressed themselves to the best of their abilities, though they still looked a bit disheavled no one suspected a thing since thankfully no one felt going to their restroom. The dance was coming to a close and Carlie took Ben's hand to lead him to the dance floor, they spent one last slow dance together until the homecoming dance drew to a close.

"Aw nuts, I totally forgot about wanting to take turns dancing and now it's already late." Norah said pouting and crossing her arms.

Michelle simply shook her head with a smile. "Even if he did have time I wouldn't want to interrupt their moment, look at them, they're having the time of their lives together."

"Still…"

"Oh shut up and watch." Michelle added.

The dance drew to a close with Ben and Carlie wrapped in each other's arms one last time.

End filler chapter B

An: Now on to 'That one guy's request, this next portion is one hundred percent incest of Ben and Sandra Tennyson. Enjoy, buddy.

Ben returned home after dropping off Carlie, their dance was special alright and he was glad nothing ruined it. Though surprisingly the spontaneous charm induced orgy that took place in the restroom didn't throw a wrench into things other thankfully. Strangely enough Norah and Michelle didn't know about the harem ordeal nor did they show any interest in pursuing a relationship with Ben, but both girls admitted to having a fun time and requested that he call them up sometime for 'fuck buddy' privileges. Though he was spent and now just retired to his home to collapse on his bed.

Feeling his mind escape into a world of dreams during sleep Ben repeatedly saw the face of a beautiful red haired woman appear. Suddenly his dream solidified to a setting to where he was in his bedroom on his bed like he was in reality, except here he was in his old clothes resized for his age.

"W-what? Why am I wearing my old shirt again? And…" Ben looked around and quickly analyzed his body, to his relief he was still a teenager, but his contorted to one of his confusion when he saw the redheaded goddess designated 'Amalia Tennyson' appear. She was wearing literally nothing and her long flowing red hair seemed to cover some of her nakedness like as if she were Eve or an actual goddess.

"Y-you're my great grandmother; Amalia Tennyson." Ben stated as he knew full well this dream was real enough like all his most recent dreams involving his mother and young Gwen. Physically he wasn't ready for more sexual activity, but mentally was another matter entirely. He couldn't have yet shake off the strangeness of the ladies night orgy he had a short while ago, but lately he felt like he had little choice in the matter.

She walked over with a swaying walk over to him and an eerie smile that haunted his senses and created a craving feeling in him.

"No, not exactly." She whispered before a mystic pink aura emitted from her body and soon covered the entirety of the scenery. "When it comes to the dance, I am the only one that leads. No matter how many partners you have."

"Oah!" Ben woke up in his bed in a sweated rush and noticed he was still in his room in reality, the dream may have been strange and realistic, but thankfully it was short. "That wasn't Amalia Tennyson, something strange is going on. I need to talk to CC about the charm magic and see just what the heck is going on." He said looking to the side of room and read the clock to be three in the morning.

'Like I said I'm the only one who leads the dance.' The mysterious entity said within the mind of Ben causing him to look around frantically in panic, but before anything else he made a dash out the door of room to dash down the stairs in an attempt to rush out of his house to CC's base and talk.

But-

"Ben, where are you going this late?"

Ben heard his mother's voice and turned around to see his mother in a jade green nightgown holding a small book, apparently she had been reading by the lamplight in the living room.

Ben almost didn't want to be near her in case whatever is manipulating the charm effect decides to use it on her like last time.

"uh be out for something important, you know, alien business and such." Ben said with his hand on the door knob before he felt the familiar grasp of the charm's magic clench hold. 'What! No no no! Not now!'

Sandra Tennyson felt the surge flood her senses as well and she dropped her book on the floor and walked over to her son who was struggling against the weight of the magic.

'Like I said, I am the only one leading this dance. Up until now I haven't had the strength to control the mystic energies of the charm effect, that's changed.' The dream like voice of the false Amalia spoke within Ben's mind and he turned around to see the image of the said entity behind his mother at her backside like a shadow controlling her.

Sandra had a look of longing and lust in her eyes as the charm effect took hold of her in the same way it was suddenly taking ahold of Ben, the next thing he knew was that the false Amalia was suddenly behind him as well.

She leaned in ghostly yet realistic form to place her hands gently on his shoulders then moved her face to his ear.

"W-why are you doing this?" Ben asked before being completely hypnotized.

"Because I am simply following my heart's desire, though to do so I need to gain more strength and become real. Using the charm's magic within you and your lovers is the only way to do so, until then I can obtain what my heart wants. You'll know who I am soon enough, but for now this will happen and you won't remember it." False Amalia whispered seductively before vanishing leaving Ben and his mom in the living room alone.

Ben's dad Carl was out of town at the moment to help an old friend with his business, so Ben and Sandra though hypnotized didn't have to worry.

"Ben… come here, sweetie." Sandra said with bedroom smile as she held out her arms wide open for him.

Having no other choice he obeyed and slowly made his way to the blonde milf, shucking his jacket then his pants along the way. Sandra took him into her arms to give him such a deep affectionate hug with his hands trailing up her backside and sliding underneath the fabric of her nightgown. He raised his head to look into her beautiful green eyes that were now closing slowly as her face leaned down to his in a not so motherly kiss on his lips.

Her soft pink lips nudged his lips open thus letting her eager tongue dive into Ben's mouth, their mouths slurped along each other's as both of their tongues wormed around one another as well. Ben's hands hiked up her nightgown a bit to reveal her panty less bare snatch along with her ripe supple buttocks, both his hands went to work grabbing and squeezing Sandra's buttcheeks while they continued making out.

Sandra pulled away from his embrace gently and took his right hand to lead him with her to the living room couch where she sat down opening her legs wide open. Ben felt his erection harden when he once again viewed his mother's snatch readily awaiting him. Getting on his knees he first removed his shirt and leaned in to place his lips on the area around her slit while his fingers caressed her pussy lips.

Sandra decided to peel off the straps holding up her nightgown so she can display her luscious and large breasts before Ben, spreading her legs a bit wider she allowed Ben a full view of her pussy and her anus, he didn't wait for any words to be said before he began going to work. His tongue started lightly flicking her clit while his right hand probed two fingers into her moistening snatch, Sandra titled her back in moaning pleasure while her son continued. Ben used his left hand to cup and rub her butt cheeks in swirling motion while he now pressed his face further so he could delve his tongue deep into her pussy.

"Hhhoo yes! Keep going, Ben!" Sandra hollered out while her son started whirling his tongue around in a frenzy inside her snatch causing her legs to buck and her toes to curl up. Her son made sure to press his lips firmly against her slightly hairy pussy lips while tonguing her out, it was making her crazy and they both liked it, but Ben really surprised his mom when he used the hand on her butt to spread those cheeks open and insert his index finger.

"Oh!" Sandra was buckwild now, Ben started shoving is finger in and out of her pucker hole in a steady pattern, it was surprisingly more intense than being eaten out yet both however were bringing her much closer to climax.

And so it hit like a tidal wave, Sandra Tennyson's thighs clenched in on Ben's head with her hands grabbing his hair as her intense orgasm began. She moaned his name loudly again and again while her snatch convulsed and squirted pussy juices all over her son's mouth, he was eagerly lapping it all up. After a few more seconds and convulsions she ceased her orgasm and removed her legs from Ben's head, her son stood up and without a word undid his pants to let them and his boxers fall to the floor.

Sandra licked her lips in hungry anticipation before she signaled Ben to lay on his back on the floor, he obeyed and she got on top of him with her pussy in his face once more and his cock tapping her cheek. They were in a sixty-nine position fully nude and still ready for action, Sandra went first and started stroking Ben's hard on with her hands, both soothingly stroking his shaft upward and downward while he himself started spreading her cheeks again.

The fingers of Ben's right hand went to work fingering her puckerhole once more while Sandra slowly shoved her head down on his cock slowly taking the entire thing into her mouth and throat, Ben struggled to keep his stamina in check as she nearly already brought him close with that move.

Her wet oral passage took in his length and thus her head began bobbing up and down repeatedly in moist massage, Sandra savored the taste of her son's cock as she continued blowing him and using her tongue to slither around it each time it entered her mouth. This went on for several minutes until Sandra started bobbing her head faster and faster causing Ben to tilt his head back with gritting teeth, she ground her head on his meat in gyrated swirls, her son's dick inside her mouth then twitched wildly.

Ben cried out in orgasm as his dick began spilling globs of incestuous semen into her mouth down her throat to which she swallowed every drop. Loud gulping sounds could be heard from Sandra as she gulped down the remaining drops of her son's sperm before retracting her mouth from his appendage.

"Main course now, dear." Sandra said licking some remaining drops from around her lips.

She got up and presented herself in a missionary position, Sandra beckoned for him to crawl over to him and he did so without restraint. The young hero though under magical hypnosis wasn't without his sexual edge when it comes to lovemaking, Sandra felt his body press against hers with him kissing her neck and rubbing the area around her womanhood.

"Mom…" Ben uttered nipping at her neck.

"Do it, honey. Don't hold back." Sandra instructed to him right before Ben plunged his hips forward burying his meat into his mother's warm moist passage.

Sandra moaned his name out loud as her back arched in response to Ben's strong thrusts into her snatch, her blonde hair tossed back when she tilted her head in reaction. Ben's slick manhood dove fully into his mother's snatch and quickly pulled out to the tip before plunging back in, he repeated this fervor over and over again and each time Sandra tightened the grip of her hands on his back.

The mother and son kept at it like rabbits for the next several minutes until they switched places and Sandra was the one on top bouncing her sexy hips up and down on Ben's cock.

"I'm close, I'm close…!" Ben urged as his mother bounced back down on him, his words only signaled for her to ride him faster and faster thus causing him to strain his face in criticality.

Sandra leaned over and ravaged her son's mouth with her tongue while her hips continued their frenzied pounding, Ben gripped her butt cheeks tightly before his own hips began undulating.

"Oh ho mom! Ah aah!" Ben cried out with his mother's mouth still on his own, she whispered to him that he could simply let it all out inside and so he did. Ben cried out once more before his hips twitched and shoved his cock deep into his mother's cervix to pour globs of incestuous sperm into her womb.

Ben didn't know what he had done and neither had Sandra, but both were soon to fall asleep on the floor naked in each other's arms due to the exhausting effects of the charm magic.

False Amalia reappeared just after their incestuous romp with a devious smile on her ghostly face, her powers were growing and soon her plans would come into fruition. Using her mana energies to reawaken Ben who was still in a mind controlled state, she commanded him to redress his mother and carry off to her bedroom. She made him redress himself as well and return to his home to sleep, but right after she wiped the memory of his night with his mother from Ben's mind. To her that memory might throw unneeded distractions and problems into her plans, with a smile and kiss on Ben's lips she vanished once more.

'Soon, my love, soon.'
Chapter Twenty-two: Brothers in arms (part one)

"What's with the arm? You think it's just some new age tech device?"

"Maybe he's in cahoots with Van Kleiss, but the poor kid seems disorientated and blank."

"Either way we're taking him to HQ, the doc wants to see this kid in person and run some tests on him. Says there isn't a single trace of Nanites anywhere in his body."

"What's more he doesn't know his own name, probably some minor amnesia, but who knows. I guess we have another 'Rex' dumped into our hands."

The soldiers wearing black and white military suits all talked amongst themselves while a brown haired boy wearing his favorite green jacket sat here in the armored carrier tank the troops rode in. Ben sat there looking down at his left arm to observe the mysterious green device on it. His body was inexplicably fatigued and worn out, his clothes tattered and almost completely in ruin, Ben obviously had no memory of what had transpired prior to his coming here.

Brief flashes of memories suddenly surged throughout his skull, Ben gripped his head in pain and mentally viewed all the imagery that played out in his mind. Every image was violent and featured himself in various alien forms doing battle with multiple doppelgangers of his aliens, then the scenes shifted to ones of him fighting Kevin Eleven thousand in his monster form. Ben's eyes widened in realization when small bits and pieces of his memory returned to him.

"Kevin…Gwen…" He muttered to himself when he then remembered fighting Kevin11K through some time/space corridor and setting of the Omnitrix self-destruct function. Before he could force his mind to focus on the memories being played out in his mind, something snapped him out of his trance, something big.

The tank carrier shook violently and all the soldiers readied their weapons in alarm.

"What was that?" One of them asked clearly shaken up.

The caravan shook again and immediately the troops stood up and signaled for the shutter doors to open. When they dashed outside they were met by a rather large monstrosity and thus they shouted; "Evo! Open fire!"

The carrier shook even more violently this time thus causing Ben to tumble out into the outside. "W-whoah!" He landed roughly on his back into the wasteland grounds. His blurry vision came into focus when he noticed a looming shadow come closer to him. "…oh crap." Ben said observing the designated 'EVO' monstrosity towering over him; it was large four armed grey abomination with a face on its chest and a second fanged mouth where the head should be. It's large arms bore jagged spikes and it raised one about to strike down on the stupefied Ben.

"Move, kid!" One of the soldiers struggling to get up called out to him, Ben instinctively barrel rolled to the side just as the overly large hoof of the Evo came down. With a thunderous slam the ground shook and Ben stumbled getting to his feet before the creature came after him again.

'What is up with all this? How did I even get here?' Ben thought still in amnesiac mode before the beast closed in on him and slammed one of his two large tusks into his side thus smacking across into the side of the caravan. "Aaack!" Ben landed against the surface and felt the air knocked out of him, unknowingly the gauntlet alien device strapped to his arm began glowing bright green. Right when he made impact the wall of the caravan unexpectedly pressed the dial of the said device; a transformation was starting.

"Open fire! Radio Providence for backup! Go!" The soldiers recomposed themselves and took positions to engage in a firefight with the monster, but their weapons did next to nothing to it.

The Ultimatrix's electronic voice spoke up for the first time thus surprising Ben; "Ultimatrix activated, selecting at random…"

"Huh? What's going on now?" Ben muttered to himself as he got up holding his sides while the green glow grew larger.

"Selection complete: form designated 'Rath' chosen." Then the Ultimatrix completely enveloped Ben in a green Omnitrix energy thus transforming him into the chosen alien form in seconds. The light caught even the soldier's attention during the midst of all the chaos, the monster too was entranced by the glow and immediately charged like a boar towards it.

The large tiger humanoid stood tall and ready for battle, but first of course he would always trash talk his opponent.

"Lemme tell you something, giant freakish monster thing! Yo-" Before he could finish his sentence the monster's giant club like left arm slammed down on the barking Appoplaxian.

"Yeouch." One of the nearby soldiers said.

The large monstrous arm of the 'Evo' didn't make contact with the ground and instead it was being pushed up against its will with herculean strength displayed by Rath. Before the Evo monster knew it, his own came slamming into its own distorted face with a loud impacting sound.

"You didn't let me finish, you large piece of ugly! Just for that I'm gonna rip you a new hole in your body and dance on your face!" Rath roared before leaping high up at it to deliver a devastating right hook to the face on its chest. With an impact the Evo stumbled back a bit before Rath continued his assault with headbutting it before landing.

"How do ya like me now?" Rath shouted when unexpectedly the monster swung its other large club like arm at him from behind. Rath was too busy gloating to notice it until he felt the force like a train hit him in the backside causing him to be thrown into a rock mound nearby.

Rath quickly recovered and pulled himself from the debris, the monster was making its way towards him with loud stomps , Rath merely growled a tiger like growl before charging straight for him. The two brawled and scrapped with Rath being the more ruthless by pummeling the Evo's chest face, while all of this was going on the soldiers took the time to recover and aid the more injured troops into the caravan.

"Providence, where are we on that backup? The situation is getting chaotic, to say the least." One of the soldiers said into his earpiece while Rath was pulling his enemy into a leg lock.

"Coming in hot, team." A cocky voice called back over the earpiece communicator. The soldiers looked at each other in stupor before saying anything.

"Is that…?"

"Rex? Definitely sounds like it."

"The situation is probably going to get more chaotic than we thought." The soldiers nodded in agreement when a winged shadow loomed over in the sky before quickly descending.

Rath just finished body slamming the Evo thus knocking it out for good when he noticed a teenage boy wearing a red jacket and donning metal jet like wings land down in front of him.

The boy wore goggles and appeared to be in his mid-teens, tanned skin and spiked hair, he removed his goggles and retracted his wings. He looked at Rath with a confident look on his face. "A tiger themed Evo? That is awesome, but I gotta say I wish I didn't miss out on the bar fight you had with that other Evo." Rex gestured to the fallen monstrosity Rath was standing on.

"Oh well, let's do this!" Rex held his left arm back and unexpectedly some grey bio-technological material emerged from within his forearm and covered itself around his hand. The bizarre bio-mechanical matter took shape and transformed into a large orange sword that appeared to have a chainsaw engine at the base of it.

Rath didn't know what was going on, he was just following his primal instinct to battle and this was a new challenger for him. "Let me tell you something, uh…what's your name again?"

Rex cocked an eyebrow and simply answered. "Uh Rex."

Rath nodded and grinned a devious feral grin before speaking. "Let me tell you something, Rex! I'm gonna stomp on you so hard you're gonna be gum on the sole of shoe!"

"You don't have any shoes." Rex retorted trying to hold back his laughter, most Evos he fought were horrific monsters that didn't speak aside from roaring, but this one that was talking like a pro wrestler was making it hard for him not to laugh.

Rath looked down and back up before growling again. "Grrrrr I know!" He charged at him with his arm sabers unsheathed and Rex was on the defensive when he swung his sword to counter deflect Rath's slashes.

A series of clanging sounds resounded as Rex struggled to keep up with Rath's speed using the overly large sword, one split second of distraction led to Rex getting kicked in the stomach by the said tiger humanoid.

"Omph!" Rex staggered back a bit but recovered quickly and smirked. "Heh, this new Evo sure packs a punch, I guess I'm going to have to bring out my A game for this one." The Latino teen then shifted his sword into something else, the grey bio-metal matter took shape on both his hands turning them into giant metal fists.

"Ha! That's your 'A' game? More like 'C-'! Bring it on!" Rath lunged forward only to get one large metal fist slammed into his backside by Rex. The collision knocked the tiger alien into the ground with a crater, but it wasn't long before he got up and nimbly dodged another fist strike. "Giant hands? Hah! I've broken giant arms!"

"Man do you ever shut up?" Rex muttered before stretching out his fists to perform a dual strike against his enemy, but Rath was one step ahead of him and jumped onto the outstretched arms.

He was making his way quickly to Rex using his metal arms as a bridge, but this wasn't the first time Rex dealt with this kind of move. "Not so fast, Tigerrific!" He then swayed his large metal fists to the left in an attempt to knock Rath off, but was surprised to see the said alien grappling them instead of running.

"Quit hitting yourself!" Rath then let go thus causing the metal extrusions to whiplash towards Rex.

"Oh-Ooagh!" Rex got tumbled by it and knocked into a rock wall behind him. Rex stood back up and undid his fists, he got ready and Rath stood just a few paces away ready to continue the fight, but something unexpected happened instead.

The Ultimatrix blinked several times a red flash of energy before enveloping Rath in a green light, when it died down Ben reappeared in its place with a dumbfounded look on his face. Rex also looked stunned as well, he lowered his arms and was about to question the newly appeared teenager with the confused expression until an eerie red energy vortex manifested behind each of them.

"Oh come on! Not no-" Rex said before the crimson portal pulled him in along with an unsuspecting Ben.

"Wha-! Hey!" Ben called in futility when the mysterious energy vortex swallowed both him and Rex whole, leaving the Providence soldiers more than a little dumbfounded.

"Uh.. should we report that we lost both the retrieval target and Rex?" One of them said scratching his head.

"We have to, but boy is Holiday and Knight going to be cranky."

Elsewhere…

"Wwwhooaahhhh…!" Rex plummeted from the sky into a very familiar landscape that he hoped never to see again; "Aw shoot, I've arrived back here!" He said before manifesting his propeller wings to slow his fall, but not before crashing a dozen or so tree branches.

Ben however was in a similar situation where he was falling headfirst into a nearby lake that fortunately was closer than he was high up, but it was still going to hurt a lot though. Before he knew it another portal opened up before he could make contact with the water, falling into it Ben popped out on the ground nearby the other teenage metahuman.

Getting up Rex rubbed the back of his neck and grimaced when he took in his surroundings, he was back in Abyssus alright, but another thing did bother him. The green jacketed teen standing across from him also observing the landscape. 'Did this guy control his Evo side? Or was it coincidence he turned back? All I know was that I didn't cure him during that brawl.' Rex thought more than a little perplexed, but aside from that he had to figure a way out of Abyssus.

"Lousy Breach…" Rex muttered before walking over to Ben. "Hey you there."

Ben turned to look at the person calling him and almost instantly went into a defensive posture.

"Whoah wait a minute, I'm not your enemy. Okay? Just relax and let me explain." Rex said trying to get a paranoid Ben to calm down.

Ben looked skeptic at first and then eyed his Ultimatrix warily; suddenly a throbbing pain erupted in his skull thus causing him to fall to his knees.

"Hey are you alright?" Rex went over to the crumpled Ben thinking he was somehow hurt from the fall, but that was far from the truth.

Various memories and images surged throughout Ben's mindscape and they were rushing like a storm, pictures upon pictures of Gwen, Holiday, Elena, Julie, etc. Over and over again they played out memories of each 'passionate' moment as well as the emotions he felt through when he was with them. 'Gwen…Gwen! Everyone…Holiday..Julie.. all the girls..! I remember now!' Ben thought when he opened his eyes wide and rose up in triumph.

"I remember! Ha, man it feels good to be myself again." Ben called out pumping his hands up in the air, while this was a relieving moment for the Omnitrix hero, the nanite hero next to him looked at him like he was crazy.

"Okay…weirdo…" Rex muttered and then Ben turned to look at him with a twitching left eye.

"Who're you calling weirdo?" Ben pointed at Rex until he noticed where he was at, he wasn't in 'Kansas' anymore. "Uhh where are we?"

"Abyssus, an Evo chick with a creepy obsession with me brought us here, though I have no idea why she hasn't shown up yet. Either way we need to jet." Rex explained to Ben.

"Yeah quick question, what the heck is an Evo? New alien species or something?" Ben wondered as he tried to piece together the pieces of his arrival here. He recalled fighting Kevin Eleven thousand throughout a worm hole tunnel before feeling the backlash of his favored Omnitrix's self-destruct. Looking at his new found Ultimatrix Ben sighed before turning back to his wayward ally.

"What's an Evo? You're kidding right? Didn't you turn into one when I first fought you? Uh never mind, I don't have time to explain the whole 'Nanite event' and 'psycho Evo army' to you right now, we really have to go." Rex said before materializing his Wing build on his back. "Hop on."

Ben had a look of amazement on written on his face when he saw. "Cool! And you didn't even have to transform or anything to do that."

Rex brushed his right knuckle on his chest looking smug. "Yeah, I know I'm amazing."

"But I don't need a lift, watch this." Ben brandished his Ultimatrix and adjusted the dial thus displaying the hologram of Jetray. The dial popped up and as always Ben slammed his palm down on it thus sparking the enveloping green energy around his body. In a matter of milliseconds Ben turned transformed into a humanoid manta ray shaped alien with wide arm wings.

Rex's mouth was agape in small shock, sure he had seen Evos capable of transforming at will, but they've never were able to choose varieties of different forms. Then again Rex himself was an Evo that made various builds under his control, it may be a coincidence or he could have finally found someone he could now relate to.

"Wicked, I don't suppose you can turn into a T-rex or something can you? Because that would b-" Rex was interrupted when a familiar crimson portal opened up near the both of them putting the two on alert.

Out stepped two pale girls that appeared similar yet very different, the one to the right stood with a dark red outfit and grey stockings with sleeves. Her hair was raven black hair with red streaks in it and looked rather goth like to a certain extent, while her partner appeared to be something out of a horror movie. She stood rather hunched yet maintain her feminine grace, wearing a tattered school girl uniform and possessing two sets of arms that would make 'Fourarms' jealous, her black slightly messy hair covered the top of her face thus blocking Ben from seeing her olive green eyes.

"Uh are all the girls in this weird place this hot?" Ben joked in his Jetray form and flinched slightly when the four armed girl cast her face in his direction. "Who are they? Actually I forgot to ask, who are you for that matter anyway?"

"Heh, I forgot about that. Name's Rex, nice to meet ya." Rex gestured briefly before pointing at the two girls. "And those two are Circe and Breach, FYI they're not friendly."

"I'm Ben by the way. So what do we do?" Jetray said readying his wings for flight.

"You two aren't going anywhere, even if you try to fly your way out Breach will simply send you right back in with her portals." The one named Circe said crossing her arms, clearly she wasn't any more pleased with this than they are but she was doing it anyway.

"What's Van Kleiss's deal this time, Circe? This creepy obsession he has with my powers is getting old." Rex said calmly yet readied his hands for more builds to fight with.

"Believe it or not it has something to do with your new friend there. Van Kleiss told us to get you both the moment 'he' arrived." Circe explained and Jetray blinked in surprise.

"Me? I don't even know what I did. Story of my life, I do nothing yet I make a new arch enemy every time." Jetray said before muttering.

"This isn't a request." Circe said before taking a fighting pose and Breach raised her arms to create portals all around the two boys.

"This'll be fun." Jetray said before igniting his horns with green energy, but a separate mystical being had something else to say in the matter.

"Hmm, I may find more subjects here in this strange alternate world, but I'd rather bring him back to where his beloved Gwen and Charmcaster reside. If that means subduing these two the 'usual' way then so be it." The echoing voice of 'Amalia' sounded inside Tennyson's mind when the surge of violet energy emitted from out of nowhere thus ensnaring Circe and Breach in its grasp.

"Wha-? Aah!" Circe felt the charm's magic flood her body like a shockwave, she nearly collapsed until she looked up at Rex who was also unknowingly ensnared in its magic. The two lowered their fighting poses and stared into each other's eyes for the longest time before closing the distance. Rex calmly yet slowly walked over to her and helped Circe up to stand with him, before either of them knew it they were a breath's away from lip contact. Circe eyed his tan slightly masculine features and with a pink glow of energy lit in her eyes she pushed her face forward to his.

Rex blinked a surprise a few times before shutting his eyes and wrapping his arms around the loner girl, her soft crimson lips firmly yet softly suckling on his, unfortunately for Ben the same feeling was beginning to take ahold of his own system, but it wasn't love. It was simply unwanted lust being forcefully cast on him just like before and for him the object to be sexually ravaged was the pale girl in the school girl uniform standing across from him with two sets of arms.

Breach, formally known as Briana Tisdale, stood firmly up and brushed her hair out of her face so Ben could fully view her green eyes and still lovely face. She appeared naturally weary, but overall she was still very much attractive, she was showing it now since the pink glow in her eyes now compelled the Evo girl to place her normal sized arms at her shirt opening. Little by little she unbuttoned her white shirt in front of him until her breasts were fully shown in their braless B-Cup glory, Ben couldn't restrain his erection growing in his boxers.

'Ggrgg..! I can't control it..! What keeps causing this?' Ben thought struggling to control his own body until he noticed a vague shadowy image of what appeared to be the false Amalia behind the girl known as Breach. Ben focused his eyes and it was as if he were looking at a ghost, the transparent figure of the beautiful stranger stood and acted as Breach's shadow as she was now walking swaying toward Ben. 'I..!' Ben's train of thought was cut off when the aphrodisiac effect of the charm magic compelled him to stand up and walk toward the four armed Evo girl.

'Drat..I…I..' Ben struggled still till the effect doubled inside his system and suddenly the alien hero was seeing a transparent aura of Gwen where Breach stood, the sudden urge to ravish this girl overrode everything else and Ben placed his hands on either side of her creamy pale face.

"Hmm!" Breach inwardly moaned in physical excitement when Ben instantly pulled her into a deep French kiss to which he slid his wild tongue into. Breach then moved her larger arms around his back to trap him into her embrace, not that he could leave anyway. Her smaller arms on the sides of her slender abdomen reached down to his pants to impatiently unbuckle them, meanwhile Circe had removed her top and sat straddled on top of Rex.

The tan lad pulled himself up enough to hold on to her torso while his mouth nipped and sucked at her right breasts thus eliciting a strong moan from Circe, his left hand strongly groped and fondled her other breast as he continued licking around the areola of her tit. Circe's hair tussled back when her body subconsciously undulated a little here and there according to Rex's actions.

Breach however didn't care for foreplay and instead cut out the middle man by shimming herself out her red skirt and pulling Ben's erection free of his jeans, apparently she didn't wear underwear either since after the skirt was gone her moistening snatch stood in plain sight. Ben's mouth began to water and without waiting for her consent he firmly grabbed the sides of her hips and shoved his face between her inner thighs.

"Huuh!..mmmm shiny new toy to play with. I…I…ooohh.." Breach spoke before trailing off when Ben's tongue circled around her clit before sucking on it. He licked around and probed two right fingers into her opening, Breach bit her bottom lip and placed arched her back a bit before setting her larger arms firmly on the ground for support. Her smaller lower arms placed themselves at his head so they can steadily shove his face further in, the result was satisfactory given that Ben was now diving his tongue deeper past her folds into her untouched treasure.

Circe however liked foreplay even though she hadn't yet participated in such a sexual experience, she lowered herself down on Rex's body after pulling down his pants enough to free his erection. Out his member stood readily awaiting her touch, Circe then put her hands softly around the shaft of the warm flesh before steadily stroking it up and down. Rex didn't know how this came to be, but his mind was too clouded by the mist of lust and the feelings he had for the girl before him. Circe slowly opened her mouth and licked her tongue around the lips sexily before placing them at his shaft, she trailed upward with soft wet kisses before sliding her tongue along it. Rex wanted to moan loud but held it in, his heart's desire was servicing him and he didn't yet know why, but he was however curious as to sight to his left. He noticed Breach, Breach of all people, grinding her petite pale hips against Ben's face.

'Huh, I wonder how that happened?' Rex thought drunkenly since the charm's mysticism nulled his sense of self and reason, but he was distracted from the sight when he felt slimy fleshy cave of Circe's mouth engulfing his manhood to the brim. "Oh wow! Circe you're amazing! …ho…!" Rex cried out as the raven haired beauty continued slamming her throat down on his meat hard and fast enough for him to hear the slurping noises.

Breach clenched her inner thighs tightly before gushing out snatch juices all over Ben's face, her orgasm came quicker than she thought and she wanted more, much more. Before she could relax for even a moment, Ben grabbed her body and smashed his lips against hers, this time it was different since they both was slathering tongues over each other's. They continued making out for several seconds before Ben slowly retraced his mouth form hers and flipped her over carefully so that her rear and moist pussy were up in the air for him. Her face was on the surface of the ground and she remained in that position while wriggling her butt at him. Ben had an almost feral look on his face like a lion cornering its prey, he placed his right hand on a side of her buttocks and use his other to hold his length and guide it to her pussy hole. With a shove he inserted his length into the pale girl thus eliciting a great cry of pain and pleasure, he didn't notice that he broke her hymen, but he couldn't stop his hips from slamming into her. Ben continued feverishly slipping his rod into Breach's womanly depths, again and again he would retract and slam back in with more force, she enjoyed every minute of it. The feeling of pleasure was intense for both of them given that she was very tight to plunge his tool into, it felt intense to him and almost too much. The juiciness combined with the tightness would drive him home soon enough, but another thing was causing his arousal to increase; over to the other side where he saw Circe laying on her back with legs sprawled and a ready look.

Hypnotically Rex pulled off his shirt and crawled over to her, he captured her lips another loving lip lock and then raised himself up so he can carefully position his member to waiting womanhood. Feeling impatient Circe grabbed his hips with her hands and gently pulled him 'into' her, her head titled back as the feeling of penetration and loss of her hymen overwhelmed her system. Rex had officially taken her virginity, Circe's eyes welled with small tears yet motioned for him to continue. He did with much gusto, his hips took a steady rhythm of bouncing upward and pounding right back down into her, the tight fit of her pussy kept sucking Rex's member in and putting him through more effort to withdraw before plummeting his cock back into her cunt. Her milky white legs wrapped firmly around his lower back while he continued his frenzied pounding, the two held onto each other like their lives depended on it and anyone could see they loved each other.

Ben had raised Breach's upper body enough so that he could cup both her breasts while slamming his rod into her from behind, the Evo girl never felt more human in her entire life, she used her large set of arms to steady herself against the ground while the smaller set gripped Ben's hips from behind. Her buttocks cushioned Ben's thrusting hips in crazed lust, Breach herself gripped the ground dirt tightly as the repeat sensation of being penetrated excited her more and more. Ben's thrust started becoming faster and rougher, usually that meant he was close to losing it completely inside her. Breach may have been inexpierienced but she sure knew that an intense climax was coming her way, she gripped the ground with both sets of hands hard enough to rip out clunks of dirt.

"Haa haa haaah!" Breach undulated her entire body and tilted her head back with her mouth agape as an orgasm began erupting inside of her. Her pussy muscles convulsed wildly and tightly on Ben's appendage thus causing him to slam into her one last time before moaning out loud himself.

Ben grunted loudly now that his dick felt squeezed by Breach's pussy muscles, as always a gushing wave of sperm left his testicles to flood into Breach's womb.

"Ungh! Ooaa… wow that was..in..tense?" Ben sighed as he finished cumming inside her to look down at her dazed yet satisfied face. Without the hair in her eyes she was indeed a looker, she laid on the ground sexually exhausted and panting from her climax, Ben mentally facepalmed when he realized the mystic charm magic was still obviously controlling his actions now. In this strange new universe it still worked on him and any unsuspecting female that gets physically close to him, his mind wondered until he turned his attention to the sight on his right. He saw Rex and Circe still going at it yet apparently nearing their end; Rex had taken a seated position with the girl sitting in his lip still bouncing down on his length. Honestly Ben himself was slowly getting re-aroused just by watching them, but shook his head and tried to keep his mind pure.

Circe had bitten into the left side of Rex's neck when her leg lock around his torso tightened and Rex's upward bouncing gradually came to a halt, the latino Evo gripped his lover hard as he began emptying himself entirely inside her. Never had he felt such a heavenly feeling and after their orgasms subsided they slowly laid down together in each other's arms.

It warmed Ben's heart to see the two love birds, it reminded him so much of himself and Gwen, with the exception of more than a handful of other women.

Ben was about to get up and redress himself and mentally prepared the entire explaination behind the all too sudden sex drug effect, as he liked to call it now, but apparently it wasn't over yet.

'Huh? I swear I could feel..something leaning against my back." Ben muttered to himself when he turned his head a bit to see the faint human shaped aura of the ghostly 'Amalia' pressing herself against him, dreading the returning feeling of the charm magic flooding back into his system he noticed she wasn't participating in anyway. 'Need to…! Break free…of this!' Ben willfully struggled but to no avail, being already naked as well as seeing two other beautiful girls didn't help his willpower either, but False Amalia had other plans.

Almost hypnotically Circe removed herself from Rex and walked sexily over to Ben who was still sitting down.

'Isn't that Rex's girl? Now that I think about it, it really does feel like the charm has a mind of its own, but this is pushing it! I'm not going to be forced to steal away someone's girlfriend! I already regret my actions with Camille and Aunt Lily, I am …not..!' Ben's thoughts melted away when he felt the soft pale hands of Circe make contact with his chest as to gently push him down to the ground once more.

'oh I'm not leaving him out, my love. He's simply being openminded for the moment…' the spiritual voice whispered in Ben's ear.

'It talks now, too?' Ben thought wondering what she meant but understood when he saw Rex in an equally hypnotic fashion walk over to them. 'I really hope this isn't what I think it means.'

Rex grabbed his slowly re-hardening member and guided it to the area between Circe's butt cheeks, Ben noticed this and sighed in great relief right before feeling the slimy moist passage of the said girls' snatch slowly engulfing Ben's member.

"Aaagh!" Ben titlted his head back when he felt himself being fully inserted into the goth girl, he couldn't lie and say it didn't feel great, but the fact that he was still 'awake' was more than suspicious. Maybe this False Amalia that had been haunting him recently wanted him to enjoy this without being zombified. 'Gotta admit though, never thought I would be in this kind of threesome, it's kind a creeping me out, but wow is this girl a soldier. She's taking it in the back door like a pro.' Ben thought impressed inspite of all this.

Circe grit her teeth as Rex's meat slowly dove into her puckerhole to fully immerse itself in her ass. When he was completely inside she let out a pleasured moan and started humping her hips against Ben's cock as well as feeling her ass being penetrated by Rex's. it was a two on one sandwhich with Circe being the tasty filling, Rex pounded into her anally and she held tightly onto Ben's shoulders in response while Ben's length repeatedly plowed into her pussy.

'This is too much.' Ben thought feeling Circe's wet tightness increase his arousal, he went with the flow and gripped her hips as to hump his hips into her own in an upward beat while Rex plowed into her from above. Circe was having the time of her life, whether sexually induced magic was the factor or not she was loving being filled by two guys.

"Yes yes! Yesss!" She moaned feeling the two individual cocks piston in and out of both her holes in a pattern. Rex's length became slick as it continued plunging into her, he began grinding his hips against her butt harder and harder while Circe continued pouncing her own onto Ben's. Again and again she felt the appendage fill her snatch to the brim right before being filled from her back door, this continued on for some time and during that time Breach slowly blinked her eyes open awake and eyed the scene in front of her.

Though still intoxicated by the charm's drug like effects she decided to take some action while they double stuffed her team mate. Feeling creative she used her two lower arms to start rubbing her cunt in circles while her bigger ones occupied themselves with her own breasts. Her unnaturally large hands groped and squeezed her tits while she masturbated herself with her other ones, she didn't know why she didn't think of this before but was glad she discovered it now.

Meanwhile Circe and the guys decided to do this standing up so they rose to their feet and kept the double impaled girl inbetween, Circe was still getting pounded in both holes by Rex and Ben, but she wanted her mouth to be occupied as well. The charm's magic inadvertendly brought her dormant perversions entirely out now, her moaning was steadily becoming louder and louder and Ben worried that some wild animals or other monsters might pick up on that.

Throwing all other thoughts to the wind Ben placed his lips ontop of hers to keep her from screaming out their location, Circe gratefully accepted and dove her tongue into Bens erotically. Her tongue wormed and slithered around like no tomorrow and Ben felt even more turned on despite the situation. The threeway went on for several more minutes, Ben and Rex kept pounding into her juicy tight holes while her mouth remained tonguing out Ben's, in several more seconds both the boys felt the climaxes approach as well as Circe. Like a tidal wave it happened and orgasm occurred in all three of them, Cirice broke from Ben's mouth and hollered out loud while Ben and Rex plunged their meat into her two holes one final time before cumming. Circe's legs clamped tightly around Ben's butt as her snatch undulate and squeezed on his length many times while receiving another deposition of youthful sperm into womb. Rex also came but inside her anal passage, he let out a great surge of semen down into Circe's anus and didn't stop until a few seconds later.

After finishing up, Rex and Circe both collapsed onto the ground while Breach had just as quickly passed out due to her own self-induced climax, Ben was the only still conscious and felt the intoxication of the Charm leave his body.

'Well if this isn't a great big mess…' He thought surveying the imagery of three naked individuals collapsed from sexual exhaustion because of him. He didn't have time to explain, or maybe he did but this certainly wasn't the best time and place for that, he needed to get out of 'Abyssus' as it was called and figure out a way home. Suddenly his eyes widened and he grinned.

"Light bulb." He said to himself before standing up and reclothing himself before adjusting his Ultimatrix to display a very welcome image of his classic aliens. "Hero time!" Ben slammed his palm down thus resulting in a green surge of energy which instantly transformed him into a very lithe and skinny alien wearing black leather bodysuit and hind legs. One that very much defined the word 'Alien' in the very basic way; XLR8. "I gotta redress all of them before they wake up freaking out, especially the girls since they decided we're their enemies. I better do this quickly." XLR8 said before dashing in a blur and encircling the three of them as well as their clothes and in a brief moment he slowed down and surveyed his handiwork. Their clothes were a bit disheveled, but they were on and everyone wore their own without waking up whatsoever.

"They're not awake, that was lucky, all that's left is that they don't remember what just happened." XLR8 said dusting his hands when he noticed Breach wasn't where he left her.

"I remember." A girl's voice spoke from his far left side and XLR8 turned to see Breach standing there looking at him with a clear face and an unsure expression.

'oh crap.' Ben mentally thought before changing back into himself. "So….now what?"

At first she didn't say anything and instead looked to her side at nothing before turning her view to Rex and Circe laying in each other's arms. A slight frown crossed her face and without warning she raised one of her arms to open up a portal nearby.

'Man that still surprises me, pretty cool though, but what's her angle?' Ben thought when he looked at the portal and noticed on the other side of it was a white high tech looking building based somewhere on a cliff.

"Take them. Go." She said looking directly at him. "Not safe here either of them, you as well."

Ben looked at the two then to her before nodding and adjusting his dial to display another classic alien of his. With a green flash of energy Ben's human form was replaced by a big red alien with four arms. (IE this is Ben10K's FourArms version, I didn't like the Ultimate alien costume of FourArms.)

Ben as Fourarms walked over and picked the two of them and slumped them over their shoulders, they weren't badly knocked out but he still needed to carry them out. "What about you? Why don't you come with us? You don't seem like our enemy, hehe I should know."

Breach had an uncertain look face then slowly shook her head. "No, not yet. I will sometime, but not now. They need to be out of here before Van Kleiss suspects anything. Go." She said in an unusually sincere voice with a tone finality.

Fourarms reluctantly nodded and proceeded to the portal and then heard her voice once more.

"Ben."

Fourarms turned his head to see the strange girl using one of her normal sized arms to blow a kiss his way, Ben smiled and fully entered the portal before it was closed by her.

Where he was at…

The portal opened and out walked Fourarms carrying the still unconscious Circe and Rex on his shoulders. "Where am I anyway?"

"Halt right there!"

Fourarms became alert and noticed his surroundings to be the inside of the white high tech building he saw, around him stood a dozen or so soldiers dressed in the same black and white garb he had seen earlier, but this time they were all pointing their weapons at him.

'Uh oh, I don't think these guys know it's me from before, they probably think this form means I'm an invading monster or something. My luck these days.' Ben thought before dropping the two onto the floor and raising all four of his hands up.

"Uh, take me to your leader?" Fourarms said half chuckling at his own misfortune and the relative 'peacefulness' of this 'sanctuary' Breach sent him to.
Chapter Twenty three: Brothers in arms (Part two)

By auumaan

"So Doc, what's shaking?" Rex said awkwardly as he sat while a raven haired and very attractive woman analyzed the boy with a flashlight.

She was a tall woman in her mid-late twenties, she wore a white lab coat and tight black hoop skirt, her eyes were an emerald green and she carefully observed her patient the same way any doctor would. Her name was doctor Holiday.

"You must be shaken alright, usually you burst out with a joke or shameless flirtation, but pleasantries is one thing you don't do." The older woman said as she removed the flashlight from the latino teen's line of sight and walked over to her terminal.

"You and that boy are very 'unique', you know. I just wish White hadn't had his troops shove him into one of our holding cells. The sooner we get him out of there the better." She said keying in a few commands and brought up a holographic display of the green jacket wearing superhero in his human form walking impatiently back and forth inside one of Providence's holding cells.

Rex looked on with a bit of sympathy, he knew him to be a friend, not an enemy, but after that bizarre experience he shared with Circe just a short while ago he wasn't sure. She had been brought in and almost tossed into a holding cell like Ben, but due to Rex's constant protests White let her stay inside one of the guest rooms under heavy surveillance. At least until they sort everything out and that began with the good doctor studying Rex first before moving on to their 'new' guest.

"This stinks, they shouldn't have to be in there, Doc." Rex protested for Circe's and Ben's captivity. He remembered clearly that he shared a steamy and romantic love making with Circe right after meeting Ben. 'I…I remember it all…sort of..' Rex thought as he recalled having sex with the pale evo girl twice, but the second time was a bit 'different'. He didn't remember it all since he fell under some kind of aphrodisiac during that time with Circe, he chalked it up to one of the nanite infested plants in that forest of Abyssus, but that was a long shot. 'Breach was also there, but what did the new guy do when me and Circe were..well… doing the do?' Rex thought right before he felt a prick in his arm thus bringing his attention back to the real world Holiday just stuck a needle in him.

"Hey now, easy on the merchandise." He retorted.

"Oh don't be a baby, I'm just taking a blood sample to make sure you weren't infected with any strange plants or other things of Abyssus. You described to me yourself that you felt very lightheaded during your encounter with that boy and the Van Kleiss's hench girls." Holiday explained then withdrew the needle.

"Yeah, I'm totally positive Circe or Breach slipped me a roofie, now can I go see her? It's not right to keep her under watch like this."

"Six will accompany you, as far as we all know she may still work for Van Kleiss, Rex. Don't let your emotions get the better of you, at least not when it comes to her." She said sympathetically as Rex got up and put his jacket back on.

"She deserves better, Doc. I'm on my way to see her." Rex said with an uncharacteristically stern tone. With that he exited the lab through sliding doors and left with Holiday looking on with sympathy.

"I hope you know what you're doing, Rex." She said to no one in particular then turned back to her work.

Where Ben was at…

"First thing that happens to me when coming to this place; I get tossed into a holding cell. Maybe it was my fault for being Fourarms when I did, they probably thought I was one of those 'evos' they keep mentioning. Whatever those are, they're bad news in this world." Ben said to himself as he paced to the front of the glass shielded cell and back. He could've easily used his Ultimatrix to get out, but that wouldn't prove his innocence to these people. 'This place looks a lot like the 'Providence' sector of the Plumbers back home, only this place is huge in comparison.' He thought when an image of his universe's Holiday popped up in his head followed up by a daydream of her in a see through white teddy.

'Snap out of it!' Ben thought shaking his head of lecherous thoughts. Another worry plagued his mind; he was newly aware that the charm effect was linked to whatever the mysterious entity is that's fluctuating the charm's magic around him. With or without his acknowledgement the charm effect randomly activates on its own now, including meeting someone with abilities similar to Ben's.

"This is just getting out of control now..." He said to himself wishing ever more to return to his home where he could find answers and hopefully solutions to his situation. CC and Gwen were foremost in his mind at the moment before he then thought of the other girls he's missing out on time with. Sighing he leaned back to the wall with his arms crossed in wait until he heard faint footsteps sounding nearby.

Ben's attention was caught when the sound of the footsteps stopped and he looked to see the source standing right in front of his cell's protective screen. A tall and slightly lean man stood almost like a statue in front of Ben's cell, he wore sunglass shades and a dark green business suit. His hair was very short and had the face of a battle hardened warrior yet he showed no emotion what so ever.

"Uh…howdy." Ben said waving off his onlooker.

"What do you know about Nanites?" The man asked in a direct and even voice.

"I… don't know what they are if that's what you're asking." Ben answered.

"Hmm, I figured as much." The man said under his breath. Ben arched an eyebrow in curiosity as to the man's objective. "I ask because you don't have a trace on nor inside your body, even more so that you seem to be able to repel them. Why is that?"

Ben shrugged. "If I knew I'd tell ya. Honest."

The man looked too stoic for Ben to gauge any emotion or reaction from him, but surprise dawned on Ben's face when he pressed a panel button on the side of the door which unlocked Ben's cell for him.

"Not that I'm complaining, but why are you letting me go? Aren't I supposed to be a bad guy or something?" Ben asked perplexed by his actions.

"You came directly into Providence HQ with our special agent and an acquaintance of his on your shoulders, not sure how you can transform at will without using nanites though, but it was obvious from the start you didn't come here to attack." The man stated and Ben came closer to the entrance of his cell.

"Finally someone gets it, but if it was obvious then why'd I get tossed in there in the first place?" Ben asked pouting.

"Needless formality in case you were a hostile, besides our commander ordered it. If I may ask, what are you here for?" He asked with a bit more edge in his voice during the last part.

"I just want to go back home." Ben answered honestly and the man nodded.

"I see, well then, we'll do what we can to help you, but you are a discovery of utmost significance. Our chief scientist is going to want to take a look at you." The man said turning to walk out the way he came, but not before Ben asked one more thing.

"By the way what's your name? Do I call you agent Smith or something? My name's Ben in case you were wondering."

The man turned his head sideways and simply adjusted his tie. "Just call me 'Six'."

Where Rex was at…

"Take a load off, boys. I'll keep an eye on her." Rex said waving the guards off, there were half a dozen of them and they each reluctantly shuffled out of sight as he stood in front of the door leading to a guest room. Opening it he viewed Circe laying on the cushy black couch apparently resting her eyes, to Rex she looked like a sleeping angel.

"Maybe I should come back…" Rex whispered to himself until he heard her speak.

"Or maybe you can sit lay down with me." Circe suggested softly with half open eyes directed at him.

"I'm not going to complain." Rex answered with a grin and approached the couch to lay down beside Circe's resting form.

"Soo.. how do you like it here so far?" Rex asked trying to break the ice, but Circe simply curled up next to him in comfort.

"Hard to say since I've only been here for a couple of hours napping while armed guards were standing outside my door." She added tilting her head up a bit.

"Yeah, sorry about that, White is a bit of a control freak around here, so most of us tend to ignore his commands from time to time." Rex said nonchalantly yet he was a bit concerned that White's reception of the girl may lead to her leaving.

Things were quiet between them for a while until Circe spoke up in an innocently soft tone, she rose herself up a bit to look Rex in the face. "Rex about what happened the other night…I.." She was cut off when the blaring noise of the building's alert sirens sounded.

(Warning! Warning! Massive Evo detected on collision course with Base! I repeat: Massive Evo detected on collision course with Base!)

Immediately both teens were on alert and jolted up from the couch.

"Van Kleiss. It has to be!" Circe said in slight panic. Rex turned and placed his hands on her shoulders reassuringly to calm her down.

"He won't get his hands on you, I promise." He said fully determined and Circe nodded right before quickly grabbing his head and pulling his face on top of hers for a full blown kiss. Rex was only momentarily surprised at this and gently received Circe into the embrace.

Several seconds later they parted their lips and looked into each other's eyes. "We're going to have a lot to talk about, but right now it's-" Circe said before Rex cut her off.

"-Butt kicking time." Rex said full of spirit as he led the girl out by the right hand through the door into the battle that was awaiting them.

Where Ben was at…

"Man that's noisy, what's going on?" Ben said stifling his ears with his hands.

The man named 'Six' simply held out his arms letting two fold up katanas slide out ready for use. "Trouble, follow me. If you want to prove you're not a threat then help us stop this one." Six said back to Ben before quickly making his way down the hallway to the source of the intrusion.

"Might as well." Ben said agreeing before running off after him.

The building shook violently as the said 'massive Evo' slammed into one of the base's walls, it was in the shape of a whale yet it looked mutated enough to be classified as an Evo, the beast's mouth had breached the interior structure of the base which let it open wide to deploy numbers of smaller other Evos.

"Master, what is the plan of attack here?" One evo said that was walking beside a long haired man in a brown trench coat. It appeared almost cybernetic if not for the unusually long forearms brandishing very sharp claws, it's head was small and appeared like a wolf's head except robotic.

"A rather blunt one, I'm afraid. This kind of strategy usually goes against my style, but since Breach's sudden disappearance and Circe's defection I feel we must do this head on, Biowulf. We are to capture this anomaly that Providence is so very interested in, evidently whatever happened during it's encounter with Breach and Circe is of great importance. I must find and study whatever it is." The man said walking calmly.

"What about Rex? Do we capture him too?" Biowulf asked in its cybernetic feral voice.

"We both know that's impossible in this situation, i however have a plan that requires him being alive, but that'll be saved for later. As for now simply keep him busy while I seek Providence's discovery." The man said flexing his cybernetic left arm.

Ben was running down the hallway after Agent Six and right now he began scrolling through different aliens to determine which would be best for the situation. "Gotcha. Here goes Hero time!" Ben shouted raising his hand up before slamming it back down on the dial and triggering the green flash.

Six looked back briefly to where Ben stood right before the flash died down to reveal-

"Spider-monkey? I wanted Bigchill!" Ben said in his Spider-monkey form. "Stupid watch, I thought we were past this part, it isn't even funny anymore." He sighed and simply went along with it to join in the battle.

Spider-monkey shot out a webline to one of the Evo monsters before yanking it like a fishing rod to deliver a hard punch to the Evo's chest and with his super strength he sent the monster flying into a wall.

"Not bad." Six commented before dodging he swipes of a pair of other Evos with razor sharp claws that had only eye each on their shoulders along with drooling mouths.

Using his skillful fighting expertise he easily delivered a counter attack using his dual blades to slice off their long claws and slamming the hilts into their 'faces' before performing a leg sweep which knocked them out.

Spider-monkey Ben whispered in amazement. "Holy crap you're good, you're like Neo mixed with Jet li." He said impressed.

Suddenly a barrage of diamond like projectiles shot out of nowhere and nearly hit Six and Ben, but they were both agile enough to evade the deadly assault. The shards landed into the wall thus piercing the thick metal with ease.

"Skalamander." Six stated with cool calmness when the said Evo, which appeared as a tubby lizard humanoid with a very large jagged rock arm, approached them. It's head seemed at an angle to how it was positioned on its torso, but that didn't make it look less threatening.

"You Providence blowhards are going to get yours soon, but right now this is just for fun." The tubby lizard spoke in a gargled voice right before swinging it's rock arm again to launch another barrage of diamond projectiles.

This time Six rushed forward almost completely on course with meeting the sharp shards of stone, but in a quick blur of shiny metal his swords swung with inhuman speed and deflected each shard out of the way. He leaped into the air before the monster named 'Skalamander' and expertly planted his left foot against the lizard's face twice before ending it with a swing kick from his right foot. The Evo stumbled back and attempted to swing again at the warrior, but was meant with the sight of Spider-monkey web swinging towards him.

With a rough impact the alien monkey with fourarms cannonballed straight into the lizard's lopsided face thus knocking him out cold.

Spider-monkey rolled on the floor and uncurled himself before Six. "Was that better than 'not bad'?"

"No, not really. It just ranks a bit above actually." Six answered thus deflating Spider-monkey's ego a bit.

Little known to each of them Spider-monkey was being watched by the eyes Van Kleiss.

Rex and Circe were down a level below dealing with another handful of Evo enemies until the Evo named Biowulf appeared before them with his claws out ready to slice.

"So this is where you've been. Van Kleiss isn't pleased with your betrayal, Circe." It said in its usually dark tone.

The goth girl stood ready to fight and with a face of fierce determination. "I'm not going back to him or the pack."

"You heard her; she's staying. Van Kleiss isn't going anywhere near her, not while I'm here." Rex said taking a stance beside her and materialized his hands into the usual giant metal fists.

Biowulf raised his right claw up threateningly and both teens could swear they saw a glimmer shine on one of them. "Oh she will, but it'll be in pieces." Biowulf stated acidly before charging headfirst towards them.

Both were ready to fight but something unexpected came their way instead. A jet of sticky gray material shot out of nowhere and landed directly on Biowulf's 'eyes' thus blinding him temporarily.

"Aaarghgh! I can't see!" The vicious Evo halted its charge and attempted to claw and rip the strange yet tough material off his eyes. He didn't get much time since a sudden webline shot out and stuck to his chest right before he was swung by it into a wall.

"Now that's I call a 'web swinging butt kicking'." Spider-monkey Ben said landing down from the ceiling.

Rex blinked in stupor several times before it registered to him that it was Ben in yet another form. "Ben? Is that you?"

Spider-monkey turned around with a gleeful smile of his mammalian features. "In the flesh, this form is what I call 'Spider-monkey', which I admit isn't a very creative name now that I think about it."

Even Circe was taken back, truthfully when she and Breach had been sent to retrieve this 'anomaly' they never expected it to be a shape shifting teenage boy.

"That's another one of your forms, how many do you have?" Circe asked in curiosity.

"As many as I can have, but it's a bit of a hassle to control them." Spider-monkey answered back.

Six walked into the area where they were and noticed something amiss. "Why is there only Skalamander and Biowulf here? What happened to Van Kleiss and the others?"

Rex looked a bit perplexed and simply smirked arrogantly. "We take care of his flunkies and I bet Bobo along with the troops are dealing with the small fry downstairs. As for Van Kleiss, I bet he's long gone since his whole invasion of Providence just backfired."

"You'd think so, but no." A sudden voice spoke out catching them off guard until an outstretched mechanical arm lashed out unexpectedly and grabbed Circe to drag her away from them.

"Circe!" Rex ran after her only to find Van Kleiss there retracting his arm and holding the girl by the neck.

Six readied his katana again and Rex manifested his giant metal fists, spider-monkey glared at the man and prepared himself to fight, but Van Kleiss simply stood there unfazed. Holding her by the neck she couldn't use her sonic powers on him to get away, but also to enrage Rex all the more.

"Let her go!" Rex roared readying his fists for pummeling.

"Now why I want to do that, Rex?" Van Kleiss asked smirking.

"Let her go now or I'll-!"

"You'll what? Go blind with rage and charge at me like a mad beast, I think not, if you get reckless her neck snaps or I could drain her of her nanites thus leaving her to turn to stone. You wouldn't want that on your conscious now, will you?"

Even Six was grating his teeth in frustration on how to handle this situation without hurting Circe, Rex however was having trouble restraining himself to going at Van Kleiss. Ben just now noticed the blinking red glare of his chest icon thus leading to him being transformed back into his human self.

VK looked on in amusement and it didn't escape his notice that Ben changed forms. "I'll let her go and run back into your arms providing you do one thing for me; let take the boy over there." VK pointed over to Ben with his normal arm and Rex narrowed his eyes struggling to find words to say. If he said no then Van Kleiss would kill Circe, but he wasn't about to sell out someone either.

"I'll go." Ben said getting up from the rubble. VK smirked but Six and Rex didn't look the least bit pleased.

"What? You can't just surrender yourself to Van Kleiss!" Six shouted readying to hurl his katana at VK's head.

"You swear you won't try any tricks now, will you? If you pull something then she dies, simple as that." Vk said in a sinister yet serious way. Ben reluctantly nodded and slowly approached the mad man.

"Just let her go now." Ben said fiercely and surprisingly VK abided and tossed Circe over to Rex and Six, Rex hurried and caught her before she hit the ground. Now Ben stood before the psychopathic murderer readily waiting what was coming to him now that he surrendered himself, but it seemed fate had other plans.

"I wonder what keeps those pesky nanomachines out of your body, let's find out." Van Kleiss said expanding the needles of his mechanical fingertips, Six was about to hurl one of his blades while his back was turned, but out of the blue a swirling red vortex appeared just before Ben. Out came the four armed pale girl Ben made love to yesterday, she latched her larger arms onto the boy's shoulders to pull him inside thus disappearing from the scenery as well as Van Kleiss's grasp.

"Breach! What's is the meaning of this?" VK roared in annoyance at feeling betrayed.

She turned to look at him without hair in front of her eyes for a change, her olive green pupils stared fiercely back at her former master in defiance. "You're not taking him, no no never no…"with that she receded into the vortex to vanish with Ben entirely.

Six saw this as an opportunity and Rex thought the same as well, one readied bladed shuriken and the other materialized 'the slam cannon'.

"Now!" Six shouted as he hurled a handful of bladed shuriken at Van Kleiss during his moment of distraction. At the same time Rex used his cannon to gather a clump of 'ammo' from the ground beneath and fired a dense bullet ball of junk at the same target.

"!" Van Kleiss shielded himself with his mechanical arm in time for at least three shuriken to penetrate it but everything else was blocked by an instantaneous wall of green rock, courtesy of Skalamander who just shown up in the nick of time.

"Not so fast." Skalamander growled and Biowulf then stood in front of VK as well.

"Yes, we're still here and ready to fight." He said readying his claws while Van Kleiss dug out the shuriken from his arm.

Just then reinforcements of nearly two dozen providence soldiers arrived with guns readily aimed at VK's group.

"There'll be no more fighting today, we must quickly make haste. Our goal lies elsewhere now. Skalamander provide us cover!" Van Kleiss ordered and the reptilian henchman concentrated hard to make an even larger wall of teal rock as to mask their escape.

"Oh no you don't!" Rex charged head on and slammed his large metal fists into the rock wall, but he was only gradually shattering it. Even his fists weren't as effective against this reinforced rock wall, the troops along with everybody in the building felt it shake thus making it obvious that the giant whale Evo withdrew to slowly float away.

"Hurry and take to the skyjets! We can still pursue them!" Six commanded the troops behind them and nodding they were hustled out of the area to head to the docking bay. Six looked at Rex one last time and noticed he was cradling Circe's weakened form in his arms, nodding to himself he dashed off with the troopers.

"Circe…" Rex said checking her heartbeat and noticing her flushed face before she opened her eyes, she smiled sweetly at him before saying one more thing; "You're such a softie, Rex. Hehehe."

Rex smiled and though he was oblivious to any onlookers as well as the damaged scenery he craned his head downward to place himself on her lips once more.

Where Ben was at…

Appearing suddenly in the skies over Hong Kong, a regular sized crimson portal opened up and Ben was the one dropping out of it.

"Whhwooooaaahhh!" Ben was falling head first into the street from a twenty foot fall but thankfully another portal opened up just in front of him thus landing him safely on a rooftop nearby. "Oompffh!"

"Oooohhh, my pride…" Ben muttered before shakily standing back up, nursing his back a bit he took the time to observe his surroundings and noticed where he was. "Hong Kong? If I keep getting tossed from one place to another I'm never going to find a way back home." He looked to his right to see a bizarre looking water tower that was apparently customized into a living quarters, but that's not what got his attention.

Another portal opened up and out walked the mutant girl named Breach, her hair was brushed out of her eyes and her face held one of concern. She didn't say anything for a while now which caused Ben to be a little on edge, but just then she walked right up to him and placed her larger arms around his back.

'Could the charm effect be controlling her actions? It would explain a lot, but…' Ben thought when he just now noticed he was a breath's away from her face. "Why would did you save me? Not that I'm complaining or anything."

Her eyes fluttered oddly and she slowly responded in a way that made Ben think this girl hasn't had much social contact outside of her old gang. "Because I wanted to… Van Kleiss isn't always in control of everything I do, sometimes I do what I want and get what I want; you." With that she leaned in to place her lips eagerly on Ben's, he couldn't resist or maybe he didn't want to since he figured she was a good person more or less.

The pale schoolgirl's lips nibbled lightly on the boy's lips before slithering her tongue around on them before lightly probing it into his mouth, Ben felt his insides heat up and wondered if the charm was acting up again, but he saw no pink glow in her eyes.

"Hmmm, tasty." She said retracting her moist lips from his mouth and looked at him with a seductive gaze. Before Ben could get lost into the intoxicating effects of the charm's magic again he had to speak his mind.

"Look I'm flattered and all, but I can't be 'yours only', I have a girlfriend,… or more actually." Ben stammered at the last part since he wasn't used to saying it yet. Be it juvenile fantasy made real or not he had an obligation to all of them back home and Ben couldn't afford to waste time here.

Breach couldn't say anything but kept her hauntingly entranced gaze on him before speaking; "So? I wouldn't mind sharing a toy I like a lot, I'm a rather selfish person most of the time but this time you're one exception I would like to keep. So…" Breach trailed off when she pushed herself off him and used her smaller set of arms to reach up and unbutton her uniform shirt to reveal her braless bust to him.

Ben almost had a nosebleed when once again viewed her perky B-cup breasts in all their glory, she was serious and although he felt his 'love train' was perhaps already full to capacity he felt he owed her a lot already. She was a lovely girl whether or not you can ignore the strange pairs of arms, but overall it was obvious she fancied him without having the induction of the charm.

"…care to play with me today?" She finished and Ben almost hypnotically pressed forward and cupped one of her tits with his right hand, she bit her lip as it began but Ben surprised her by leaning down and capturing her other breast in his mouth. His lips sucked in her nipple and his tongue worked its way around the tip of that boob which led to her breathing hard.

Though they were doing this in broad daylight on a rooftop of Hong Kong where basically no one was around, one pair of eyes seemed to be catching all the action from within the 'water tower' home nearby. Lovely olive green eyes that belonged to another Evo girl watched the scene in fascination and was unable to tear herself away, her body was humanoid in nature yet possessed various bug like traits such as her semi-hind legs with feelers on them. Her skin was a light olive green and her hair was magenta and short, she was pretty whether or not she admitted it, but the young girl named 'Cricket' eyed the sexual display before her in awe.

Thankful that her two friends that lived with her were out on other errands, she felt herself getting excited and absentmindedly fell to her knees with her left hand sliding down beneath her skirt. She wore spats underneath it of course and her hand slid into them from above to feel her moistening vulva, her fingers began rubbing the sensitive flesh with gradually increasing speed as she felt herself getting wetter and wetter.

Meanwhile back with Ben and Breach, Ben had just now removed his mouth from the girls' left breast and impatiently removed his jacket before her. Her giant hands grabbed his back to push him down on top of her as she laid down, he was firmly on top of naked chest kissing her passionately, tongues wrestling for dominance and both truly in euphoria. Even though her skirt and underwear was still on she wrapped her legs around his buttocks while the continued making out on the rooftop.

This time Ben's tongue was inside her mouth worming around in leisure, her face was blushing since she has never intimate with anyone before him, she didn't want it to end either. Ben retracted his tongue from her own mouth with a small string of saliva trailing from it, he proceeded further down along her lithe body to grab the hem of her red skirt and hike it down. Her back arched a bit as he continued undressing her, first the skirt was kicked off her legs then Ben wasted no time in peeling her soft white panties off her hips as well.

Her thighs shyly clenched a bit thus preventing full sight of her juicy hairless snatch, Ben smirked then gently pried apart her thighs to once again view her teenage womanhood presented to him. Suddenly made a lustful smile and unexpectedly rose up above his sitting form, she turned around and placed herself at Ben's face and her own at his crotch area.

"Oh a sixty-nine position, why didn't you just say so?" Ben said feeling the warmth of her pussy just centimeters above his face while she was using her hands to massage the bulge in his pants. His lips stretched to flick and lick Breach's clit until he fully pressed his lips against her folds kissing and lapping at it, these actions caused her face to strain and fluster, truly he was experienced in this sort of thing.

He pressed his face further into the area between her inner thighs and continued licking and sucking at her cunt generously while she massaged his bulge faster and faster with her normal sized hands, the larger hands simply pressed against the ground to stabilize her position. She shrieked a bit when Ben fully drove his tongue deep into her pussy while his left hand spread her lips farther apart, his right hand kept occupied by grabbing and squeezing one of her buttcheeks.

Wasting no more time she nearly ripped open Ben's zipper when opening it, out sprung his erection ready for action and she didn't hesitate when she plopped her lips along the tip. She lightly sucked the tip with her lips before letting her tongue roll out and lather around it like licking ice cream, Ben moaned from within her thigh space. Soon she fully slide her head down into his rod and slowly yet strongly lick it up from within her mouth, Ben's shaft was fully inside and she was making an effort in her suctions to bring him off soon.

'Damn she's good!' He thought before grabbing her buttcheeks firmly with both hands and pulling her hips fully into his face so he can ravage her pussy with his tongue with even more strength and energy.

"Hoah!" She moaned with his meat in her mouth and started bobbing herself up and down on it frantically. The slick length plopped back and forth into her mouth sloppily and fiercely with each bounce of her head, Ben felt his hips tighten a bit signaling he was close but Breach kept on sucking strongly on him. Ben then let go her of snatch and craned his head back as his hips undulated wildly with Breach's mouth still covering his dick, he moaned loudly and received gushing squirts of pussy juice from her climaxing womanhood just above his face while his rod shot upward into her mouth with deposits of more creamy substance down her throat.

She loudly gulped and gulped it all down her throat, Ben could hear all of it which turned him on more, but nearby the Evo girl named Cricket wasn't brought off just yet. Her skirt and spat shorts were down around her knee sock covered ankles with her right hand rapidly diving two fingers into her hot snatch. After a couple of more minutes her legs twitched and her back arched as her cunt squeezed down on her fingers in repeat orgasm spasms. After succumbing to her urges, some of which she never had until now, she attempted to pull her lower clothing back on and forget what she saw, but a sudden violet glare of energy materialized before her. She didn't know what was going on or what to do, but the glare died down revealing an older yet very beautiful woman with medium length red hair in an emerald green transparent robe. (Picture young Verdona seen in the episode; Moonstruck)

"W-who are you? And what are you doing here?" Cricket asked warily and unaware she was still nude from the waist down. The woman smiled and held out a hand in introduction; "Oh my name isn't important, what's important is that I fulfill your wishes." She said with an odd sense of friendliness.

"S-sorry but I don't believe in strangers randomly helping someone else. My experience with Quarry taught me that." Cricket said before yanking up her skirt with spat shorts, she was prepared to fight if need be, but wasn't sure what was to happen next. Though her response was expected this mystery woman smiled regardless when a sudden elation welled up in the bug girl humanoid. 'What the..?'

Her lovely slightly slitted eyes emitted a soft pink aura and the urge from before was back tenfold. "What did you do to me? I feel weird…!" she said struggling to keep herself from losing inhibitions.

"Granting your wish, you enjoyed what you saw didn,t you? Well I imagine you picture it to be you and that boy named Rex, I gather. Hmm?"

Cricket blinked in surprise. "How did you know that?"

"I have my ways, if you wish to be that intimate and loving with Rex, then it all starts with that boy down there who is now continuing his little love session with that other Evo girl." False Amalia said getting behind the bug humanoid girl in a coaching stance where she placed her hands on her shoulders. "Sometimes you must follow your heart, but right now I need yours to follow that boy's heart and pursue your desires. Or you could simply choose him over the one that didn't reciprocate your feelings before." She whispered to the teen trying to egg her on. Cricket however felt the influence of False Amalia's magic overwhelm her senses and suddenly she was visualizing herself at the boy down there in various sexual situations, feeling flushed she gave in and absentmindedly nodded back to the magical specter.

Down over where Breach and Ben were, they had now gotten into a position where the pale girl sat in his lip with her breasts smothering his face, his member had gotten hard once more after some more foreplay and without wait she slid herself down on his pole which caused her to shudder and gasp excitedly. Ben's length slid wetly into her juicy vaginal passage inch by inch and being coated by the moistness of Breach's womanly depths. She held onto him tightly with both sets of arms and with her bust pressed firmly against his chest as she began shifting her hips back and forth. Her knee high socks were still on and her legs curled around his lower back as they started slowly humping into each other like they first time they met.

Cricket was stealthily making her way off the water tower base and down towards to the two teens screwing like rabbits. Breach's head craned back in mixed pleasure and Ben took that chance to cover her mouth with his once again; they eagerly swapped saliva with tongues dancing in each other's mouths. The rate at which she was bouncing herself upward and downward was slowly increasing and both bodies were sweaty with the smell of sex. Ben held on to her with a strong grip on her butt while she repeatedly raised her hips to slam them down again, this pattern had been going on for several minutes until she started humping into him faster. Cricket slowly approached in an entranced state where she began discarding her clothes little by little, first her small vest landed on the floor followed by her teal shirt, she wore no bra and her breasts were only a bit larger than breach's, but soon her skirt along with her spat shorts fell to the floor thus leaving her in nothing but her knee high socks. Her breasts were of course the same color as her olive green skin but her nipples remained pink and her hairless snatch was moist with anticipation.

"Haahaah!" Breach hollered loudly with her raven colored hair tossed back as her body shuddered in orgasm for the second time with Ben still firmly inside her. Ben grunted and held onto to her tightly before feeling his cock twitch wildly inside her passage, he pulled her head down into another searing lip lock while his member spurted a multitude of cum into her depths once again. They were still kissing passionately while she was riding out her climax on his still spurting manhood, it went on for another minute and a half with her womb being filled up with his cum and collapsing down in his arms. Both laid down spent, but Ben just now noticed the second Evo girl fully nude and kneeling down in front of him with the clear sign of the charm magic active inside her.

'Where did she come from? Is she under charm control as well?' Ben thought raising himself up but the delicate touch of the green girl's left hand on his chest halted him. Cricket gave an eerie smile with bedroom eyes when she spoke in a voice not her own.

"Come on now, Ben. Round two." Cricket said in False Amalia's voice.

"You? You can control people now! How is it you're everywhere including my head?" Ben said clearly stunned and appalled that his 'ghost' of the supposed Tennyson ancestor possesses this other Evo girl. Ben couldn't lie; she was very attractive and the whole green skin factor just added to the sexiness, but this entity had no justification for taking control of someone.

"You mean you still haven't figured it out yet? I am not Amalia Tennyson, plus you created me after all."

Where Rex and Circe were…

In the medical bay Rex stood by Circe who was sitting down on an examination table where Holiday was analyzing her neck for any puncture points made by Van Kleiss.

"She checks out, nothing there that could harm her health, Rex. Van Kleiss did have the advantage in his grip on her though, she got lucky." The raven haired scientist said removing an examination tool from Circe's neck.

"It wasn't luck, that guy jumped and surrendered himself so I could go free." Circe said feeling a twinge of guilt build up. She mentally thought despite her fighting skills and sonic powers she could've avoided being Van Kleiss's bargaining chip, but she was wrong. Thankfully Breach teleported him out of there and out of harm's way, the only problem is since she defected from VK and the pack, where did she go?

"Yeah, lucky psycho girl showed up and warped Ben out of Van Kleiss's creepy hand, but how do we find him? I mean the guy did save Circe and we can't just let him go." Rex added pulling Circe off the table.

"Six is working on it, we're all putting energy into tracking him. We don't know what Breach's angle is, but there's no guarantee that it's a good one. That boy will be recovered; Six says he's like you in a way, Rex, just a bit different if not cockier. Don't worry, we'll find him and Breach. Get some rest." Holiday said in her usually motherly tone, Rex and Circe nodded and left the lab to head for Rex's room.

Rex opened the door and led her inside, Circe smiled to herself, thankful the monkey sidekick wasn't here and after the door shut behind her she wrapped her arms around Rex's neck.

"Well, it's a good thing Bobo's not here, huh?" Rex said looking into her crimson eyes.

"Yeah, let me show you why." She whispered back and pulled herself up a bit to meet his lips in a loving kiss. Her soft dark red lips curled along his and lightly sucked on them before carefully sliding her tongue past them, Rex moaned and gratefully accepted her tongue into his mouth, both teens still couldn't recall how this happened so suddenly or how it felt so right. The memory of Ben and Rex double teaming her was out of mind and probably wouldn't be remembered unless Ben himself brought it out, but as for now Rex was savoring the taste of the Goth girl on his lips.

The door was on lock mode and the two carried this on towards the bed, Circe gently shoved Rex onto it and reached her arms around herself to slowly pull up her shirt. Rex watched in anticipation as her sweater shirt draped over her arms and head to reveal her breasts, he then leaned up to capture her lips in another steamy kiss right after shirt was off. She accepted and shut her eyes in bliss as they made out once again and with her breasts pushing up against his chest, after a few minutes she pulled herself away so she could grab the bottom hem of his shirt and hike it up enough to see his broad masculine chest, Circe leaned down and lightly kissed a trail along his chest lovingly until she met his neck. Both were feeling very frisky indeed and neither were patient enough with clothing this time, Rex shucked his jacket and shirt to the floor and Circe stripped her skirt and stockings down in front of him thus revealing her fully nude beautiful form.

"You're so beautiful." Rex said unable to help himself. Circe smiled and bent down enough to let his mouth capture her left nipple and guided his hand to her other breast, she bit her bottom lip when he became more bold and energetic at sucking her tit.

"Flattery will get you nowhere, except here in this situation with me only." She said reaching back with her right hand to grip his erection through his boxers.

She soon felt the flesh slide out the cloth and continued stroking it sensually with her hand, Rex moaned his approval at her attention to his rod and squeezed her breast with his hand. Her face was blushing now and moaned lightly when he did that, she decided to pay him back with stroking his length strongly in an up and down pattern before moving over so she could swallow in his length with her mouth. This caused him to toss his head back in response, since she shifted position he couldn't return the favor from this angle and instead reached his right hand over to her exposed rear to grab/ squeeze her curvy butt cheeks.

She mewed at the contact and kept plunging her mouth onto his dick with extra suction and pull force, this kept him on edge and he decided to get clever and use his hand that was on her butt ot probe her expose snatch. His hand made down to her pussy lips and pressed a thumb against the opening before massaging it in rotating circles.

"Mmm!" Circe moaned with Rex's flesh still in her mouth as he began masturbating her pussy vigorously. His thumb kept rubbing in circles until he decided to slide his first two fingers past the folds in penetration, the pattern was to pull his fingers out to the tip before plunging them back in, he did this slowly at first then drastically increased speed which caused her to buck against his hand wildly.

"Mmm aaah! Rex!" Circe let go of his cock in her mouth and hollered out in orgasm as her pussy muscles clenched and spasmed wildly on his fingers. Juices spilled out onto his hand and he kept diving his fingers in thus causing her to scream and undulate her body on the body.

After a couple of minutes her orgasm subsided and she looked back to Rex with a look of extreme lust and love before pulling him up top to be above her in a dominating missionary position.

"Come on in, Rex. The water's nice." She said as a euphemism referencing the past, Rex was all too happy oblige when he grabbed his length and guided it to her opening. With a shove he inserted himself to the brim inside Circe once more, her head tossed back in pleasure and Rex closed the distance with pressing his body closer to hers where he felt her breasts caress his chest.

His member pounded fervently into her wet snatch and whenever pulled out it would be coated in her slick juices right before diving back in, Rex kept thrusting into her at an even pace and just now Circe wrapped her legs around his lower back to keep him there for when he comes. The two didn't care for what consequences would come, they simply cared for this moment.

Tan flesh continued pounding into pale flesh as the bed creaked underneath them, Circe was sweaty and had both her arms and legs wrapped and locked around Rex as he kept shoving his meat into her. In and out again and again he continued and each time he pulled out enough to drive it back in it caused Circe to moan.

"R-Rex..! Hold me… close!" Circe breathed and the tan hero abided by pressing himself against her to the point he could feel her breath on his neck, his hips now began thrusting faster and faster, but Circe's moans indicated that she was close.

His meat plunged into her pussy several more times before the hold of her legs tightened like a vice as she hollered out loud, Rex felt it; the convulsion of her snatch clamping down on his cock thus causing his orgasm to come out like a tidal wave.

"OOohh Circe…!"

"Rrrrexx! I love you!" Circe cried out happily as she felt Rex's member twitch wildly inside her thus feeling the torrent of semen flood into her teenage womb. Rex felt himself thrust and cum inside several more times before feeling his energy leave him, he laid back down on the bed spent with Circe cuddled up next to him comfortably.

"Hey…"

"Hm?"

"I love you too." Rex answered which caused the girl to smile and kiss him before falling deep into slumber for the night.
Chapter Twenty-Four: Brothers in arms (part three)

By Auumaan

'I'll stop the world from turning into a monster.'

The feeling of the humid air was felt by Ben's bare body as he sat there on the rooftop looking directly at a green skinned girl being talked through by 'Amalia Tennyson'. The girl herself was attractive in many ways, add to that her nudity with very mutant/human features certainly sparked arousal in Ben even after having intercourse with a separate mutant girl just now, but he had to fight the urge and get some answers.

"W-what are you talking about? I know it's you…the one from my dreams and the same spiritual whatever that's been inducing the charm magic at random recently…who are you?" Ben asked looking straight into the pink glowing eyes of the Evo girl kneeling in front of him. She moved in close and lightly pressed her forehead against his own, suddenly a flash of mana energy coursed through both of them and Ben found himself within his dreamscape once more.

'I'm here again?' Ben thought looking around in the mysterious black and green ambience of his inner subconscious. He was fully clothed and before he could look around again he saw a glint of violet energy nearby, it manifested into a large portal with a tall older woman stepping out of it.

Ben looked dumbfounded at both her sexiness and her uncanny resemblance to a family member, she appeared exactly like Verdona except she was far younger and with shimmering red hair that was the same length. There were no wrinkles or any signs of aging, she was as beautiful and youthful as an older Gwen, except Ben knew full well who this was and wasn't.

"Who are you? Really…" He asked before observing himself to make sure this dream world didn't strip him nude once again. She smirked and merely waved her left hand overhead which caused the scenery to change in a melting transition like a slideshow in powerpoint. 'This is …?' Ben thought immediately recognizing the scenery of the inside of the public gym where Charmcaster first changed his life.

"Everything's the same, except I don't see me or CC anywhere…what are you trying to tell me?" Ben demanded and before he knew she disappeared and instantaneously reappeared behind him cuddling against his back. 'When did she…?'

"Shhhh, everything will become clear very soon, "Daddy"." False Amalia whispered in his right ear while stroking his hair softly. Whatever or whoever she was, she's fast. Ben felt the arousal tingle up his spine by her mere touch, she apparently had more power over him than before and the red hair dynamic certainly didn't help matters either, she looked as though she were an alternate version of future Gwendolyn mixed with Verdona.

"This was where you were 'created', wasn't it?" Ben said trying to regain his composure even though she softly cuddled her smooth body against his own.

"Indeed it is, but do you really want to know everything regarding my 'birth', Benjie? I'd be more than willingly to if…" She gently broke off from his back and when he turned to look around back at her when he noticed the scenery melted away again to reveal himself back in the real world. Amalia wasn't in her Verdona like form anymore since his mind wasn't inside his subconscious at the moment, she was instead still in possession of the green skinned mutant girl with lithe hind legs wearing nothing but her knee high socks.

"…Then make love to me right here and now, all the answers will be yours plus the heart of another lovely teen girl to add to your little 'group'. What do you say?" she still spoke in her own voice using the green girl's body, but Ben knew when enough was enough. This 'entity' had now resorted to full-on mind control to sexually manipulate a random girl that had nothing to do with any of this, despite his mishaps in shaping his handful of girlfriends into a full blown harem, he knew that this was wrong.

"No. This girl has nothing to do with this, leave her body now and I'll wait for my answers later." Ben said though barely noticing he himself was still naked.

'Amalia' didn't have a pleased look on her face and instead she used the girl's hind legs to suddenly spring out at high speed which caught Ben off guard and pressed him against a nearby wall with her a breaths away.

"Huah!" Ben grunted when he felt the impact of being pressed by the force of the girl and her legs, the light green skinned girl had a bedroom smile on her lips as she closed the distance between his lips and her own for a chaste kiss. Evidently Amalia didn't take 'no' for an answer, but before she could press further with a tongue invading attempt something stopped her, the bug girl's eyes opened wide in shock. Ben felt a strange charm based sensation when she made lip contact, in the host girl's mind he saw flashes of imagery involving the boy named 'Rex'. They flooded around in her mind when it came to the 'love' feeling Ben himself shared with all his gal pals, obviously the host girl was fighting back against having her feelings used.

Immediately she broke off from Ben and grabbed her head like she was having a massive headache. "G-get out of my h-head..!"

'She's fighting against Amalia's control, she's in love with that 'machine guy' and Amalia can't exert more power since this world doesn't have magic or mana.' Ben quickly theorized before running toward the struggling mutant girl and placed his hands on her head along with her own. 'If I have any control over this power then at least let me use it the right way…!' He thought before forcefully igniting a charm spark within his eyes which in turn reflected upon Cricket, suddenly he could feel Amalia's lusty indoctrination on the girl weaken until it disconnected entirely.

"Haaagh!" Cricket felt the mental backlash of the disconnection like a shockwave and began slowly falling onto her backside but thankfully Ben's reflexes allowed him to catch her before the fall.

"Gotcha…" Ben whispered as he held her in his arms, her pink hair was tussled a bit and draping down to the side making her look cuter to him, but she was spoken for. As was he, 'this is out of hand, I need to see them again… I need Gw-'

A wad of what appeared to be bandage wrapping shot out nowhere and punched Ben in the face before he finished his train of thought, he was knocked back away from the girl and though he was dazed he looked up to see two other mutants standing there looking angry.

"If you've done anything to her you'll get it, pal. That's for sure." One said that appeared somewhat like a calamari humanoid, his hair was in chunky tentacles that draped over one half of his face like a distinct hairstyle, he wore a hoodie and pants and had his squid like hands ready to strike.

"You take Cricket back to the place, Sqwydd, I'll handle him." The other one said, he appeared almost mummy like in nature, but his body was entirely composed of biological white bandage wrapping wearing a t-shirt and pants.

Ben shifted his head the unconscious green girl then back at her two friends with an 'uh oh' type of expression written on his face. "Whoah hold on! It's not what it looks like, honest!" Ben said but to no effect since the one labeled 'Tuck' began charging for him.

The mummy like evo whipped his hands out like makeshift whips and lashed the ground around Ben and then nearly lashed his chest had he not gotten up in time. "Just wait a minute here! I didn't-" Ben was cut off when he felt a bandage wrap around his neck to hold him up. 'They think I did something to her, got to convince them I'm not the bad guy!' Ben thought as he reached for his Ultimatrix.

"We come home and see her naked, you naked, and it isn't what it looks like?" Tuck said as his squid like friend picked up the unconscious girl and carefully carried her away.

'Oh that's it!' Ben thought when absentmindedly slamming his palm down on the dial thus igniting a fierce green glow. Breaking free of the constriction were at least five 'Echo-Echo' duplicates, they landed and opened their jaws wide open for a very loud surprise.

"He can go 'evo' at will?" Sqwydd asked as his mummy shaped friend received a devastating sonic blast wave which knocked him on his butt.

"Not Evo. Alien." One echo-echo said when he adjusted the dial on his chest and with a green flash changed into Ben so he could quickly grab his clothes and trudge them back on before changing again to Jetray this time. "You're obviously not listening to me, but ask pink hair over there and she'll tell you we didn't do anything. I don't have time for this, later gents." Jetray flapped his arm wings open and literally jetted off the ground into the sky, but before going farther he swooped back down in haste to quickly pick up Breach along with her clothes.

"Henshin-a-go go." Jetray joked back to the perplexed pair of Evo teens before jetting off with a small air wave.

Tuck and Sqwydd looked to each other hoping to get an idea on what exactly transpired, but the moaning sounds of their pink haired friend waking up caught their attention and so they tended to her.

Elsewhere…

'Think think think..!' Jetray thought to himself as he flew up high with a still unconscious and nude Breach lying on his back as he descended down towards an empty area atop of a close by roof. 'Apparently I somehow created a magical living entity that's basically an 'Aphrodite'. She's the reason why some of my 'encounters' have more than out of control lately. The question is 'how' did I 'make' her and what does she want?' Jetray thought when he felt the pale evo girl begin to stir, he made his way down and changed back to Ben so he could redress her in a hurry.

Ben was in his human form again when her eyes shot open and looked directly at him ,but something was amiss, she didn't look pleased.

"You okay?" Ben asked right before he received a slap of one of her larger hands.

He was tossed back and quickly went into alert mode, he was more than surprised at this action, the girl stood up shakily and looked at him like it was the first time seeing him. After a seconds pause her eyes narrowed and she readied all four of her arms for battle, dark crimson swirls of portal energy manifested around each hand.

"What has happened with you? I thought we were..you know..!" Ben stammered as he got up and readied himself for a fight, he then noticed a pink shadowy aura arise from behind Breach. 'Uh oh…'

"The process of 'charming' a new lover's heart can be reversed, 'father', you choose to reject my love and you shall receive my scorn." Amalia's voice came out of the energy projection and Ben grit his teeth in frustration. "For every time you refuse my 'offers' to you, I shall completely reverse the charm effect to where a girl that you once made love to shall be someone that harbors negativity instead." The pink shadow disappeared and so Breach swung her arms and sent shuriken sized portals at an unsuspecting Ben. He did his best dodging each one but soon his right side of his face was met with her right ankle.

He felt the smacking force of her leg flinch him and make him dizzy, he nauseatingly attempted to reach his watch to activate an alien to defend himself but Breach quickly wrapped her arms around his torso.

"C-can't…move..!" Ben struggled against her larger arms and before he could react he heard her voice speak out right before a portal materialized from beneath their feet.

"Van Kleiss said I was to take you to him, and you'll go without a fuss." She said as if she completely returned to her obedient minion ways.

"L-like Hell…!" Ben stammered to say as he felt the portal began to rise up and envelope them both, somewhere he could feel as though Amalia's playful face was smiling at his plight.

'Don't ever say 'no' to me again, darling.' Amalia said from somewhere within her own subspace.

Later on…

"Ooogh… my head…and my pride…" Ben mumbled as he slowly blinked open his eyes and noticed he was in some kind of dungeon cell. He wasn't bound or chained up in anyway, but the cell door was locked and of course his Ultimatrix was still latched on. "I can't believe I got my butt handed to me like that, maybe it was because it caught me by surprise, plus just had sex right before that after all."

He heard some noises outside his cell door, soon it came open and there stood the two 'hands' of the maniac Ben fought with at Providence earlier; the biomechanical werewolf mutant and the tubby Lizard with Diamondhead's rock arm theme.

"You're awake, any longer and we would've been allowed to kick you until you woke up. Shucks." The tubby lizard mutant named 'Skalamander' slobbered and gestured for Ben to come out, which he reluctantly did. Biowulf seemed alert and ready to strike him if he made any funny moves involving activating his watch.

"You try anything funny and I'll slice off that arm that special 'watch' is attached to. Got it?" Biowulf brandished one his talons threateningly to Ben who just rolled his eyes and nodded.

"Got it, jeez try to be friendlier, would ya?" Ben retorted and received a shove to get moving.

As they walked they strolled through what Ben thought was a garden of statues, he noticed it was more of a graveyard. The statues were in poses of despair and terror, they were other monstrous Evos sure, but the sight was still pretty damn creepy. 'the guy has a weird hobby, I'm not sure I even want to know how he turned those poor guys into stone.' He thought when he reached a main grand room where the said man stood with an air of superiority further on ahead.

Ben stopped and stood before Van Kleiss without any hint of fear or nervousness in his system, well maybe a little bit of nervousness since seeing those statues. The man looked exactly as crafty and psychotic as he did at the base, Ben didn't know what to expect from the likes of him since he mostly fought villains that lived to the cliché.

Van Kleiss's eyes darted to the green wonder on Ben's left wrist in wonder and intrigue as he walked closer towards him. "You know, I was worried at first when Breach pulled that 'saving grace' act at the base to pull you into Hong Kong, but I gather it was a lapse in judgement and she merely wanted to 'play' with you before handing you over to me." Van Kleiss said with his hands behind his back like a lord examining a specimen.

'Where is she anyway? And when he said 'play' he doesn't know that we actually-' Ben thought before he was snapped back to reality when Van Kleiss grabbed his left wrist to hold it up and inspect the alien device closer.

"Lemme guess; you want to analyze and come up with a way to 'harvest' its power, am I right?" Ben said smirking arrogantly. Van Kleiss cast a slightly annoyed glare his way and merely chuckled.

"Hmm, smart one, aren't you? Well you're only half right, I do want to analyze and discover its secrets and especially your secret of repelling stray nanites that would otherwise mutate your very being. I'm a scientist, whatever interests me I dissect and learn from it. Knowledge is power, you know." VK said coolly as he let go of his arm and walked back to his makeshift throne of the room. "All in due time however, I am quite expecting an attack from Providence any moment now seeing as how you; the 'no-nanite' wonder in their eyes is here at my humble abode. I assume they'll want to pursue and recapture their scientific discovery and I can't concentrate on science if my home is being invaded, so Biowulf will take you to your chambers and monitor you in case you try any clever ideas."

"you'll get yours, smartguy. I've beaten down tougher guys and crazier mad scientists than you." Ben said defiantly. VK merely smirked and gestured for his dismissal, Biowulf pushed him to get him moving back to his cell.

After being tossed back into his stony room that was no bigger than an actual jail cell, Ben walked in with the watchdog eyeing his every move. He looked to his watch and noticed he wasn't fully charged yet, his options were: either wait for 'guys in white' to come to his rescue with guns ablazing or take matters into his own hands.

'I'm not gonna like it, but since the watch is out of commission and time is not on my side I'm going to have to contact 'her' again. Even if I turned around to activate the Ultimatrix this guy would attack and those claws don't look the least bit dull.' Ben thought as he sat down indian style and closed his eyes to peacefully meditate. This action certainly made Biowulf suspicious, but not enough to be attack yet.

He felt the flowing magics of the charm energy flow through his body as his mind sunk into the subspace from which he made love to 'false Amalia' plenty of times before.

"Come on, I know you're here, I have a notion that you basically live inside me, so you can't have disappeared on me now. I need you." Ben called out and before long several streams of violet energy emerged from the background and melded together to shape into a human sized mass of mana.

The shape took form and soon returned the form of Amalia resembling a very young and unwrinkled Verdona. "I am always with you, Ben, but there are times where I wouldn't answer your call. Luckily for you I am feeling very…amorous at the moment."

"Why did you make that girl attack me? Was it because I said 'no' to you using some random other girl to fill her sex needs?" Ben demanded softly and Amalia simply smiled and teleported behind him. He felt her slender smooth hands reach his chest and glide slowly down while she moved her face closer to his side of his face, she seductively licked and nibbled at his earlobe before answering.

"I didn't like that you denied me my needs, Benjamin, I was angry when I reverse-charmed that girl. I'll forgive you and give her back if you'll 'acknowledge' my needs right now." Amalia said gliding her left hand down to Ben's bulged pants. In this dream world subspace everything felt as real as reality itself, the only difference is Amalia can shape his dream world willingly into whatever scenery and herself into whatever person he desires.

"I didn't deny you because of this bizarre relationship you and I have, I did it because you were using an unsuspecting girl as your proxy. Don't do that again and we're good for whenever and wherever you want." Ben sighed and he could feel her smiling with glee.

"Deal."

With that she materialized a queen sized bed before him, he felt his dream formed clothing strip away until he was only in his boxers, Amalia herself teleported herself onto the bed smiled inwardly as she got a rather kinky idea to get him more motivated.

"Time is irrelevant here, Ben. We could be at it for a week's worth and not but a minute will have passed in the real world." Amalia said letting her transparent red robe dissipate leaving her curvaceous large breasted body for full display.

'Wait what?' Ben thought with wide eyes, this was the first he heard of this, he knew there were strange rules to the subspace augmented with charm magic, but had no idea it was to that level. "Just how powerful are you?"

"As powerful as you want me to be." She answered rather cryptically leaving Ben to mull on that riddle. He was about to make his way to the bedspread to begin until she held out her right hand to stop him. She winked and with a swirl of magic energy her form changed.

"No way…" Ben's mouth went agape when he saw what she turned into, apparently her powers had progressed even further than he thought. He thought he would only see this version of his childhood love in his dreams, evidently she had control in that as well.

Loli Gwen appeared in her lithe semi-nude form sexily winking at him to come forward, which he did hypnotically. When Ben cupped her little face he felt it to be as real as that other dream he had with her, her loving gaze into his eyes almost fooled him into believing this really was ten year old Gwen again.

"Well Dweeb, are you just going to stare at me or kiss me?" Loli Gwen said smiling and Ben instinctively craned his head forward to eagerly capture her lips into a searing sensual kiss. His lips massaged hers and she in turn prodded the opening of his mouth with her tongue a few times before he opened wide thus letting her slither her young tongue in. She wrapped her little arms around his neck and arched her short body forward so that her legs crossed with his while she wormed her tongue around his mouth.

You could hear slurping sounds and a bit of bed creaking as Ben who was still fifteen in appearance made out with a preteen Gwen, he was getting deeper into it and soon his left hand found her budding right breast, with a gentle squeeze he began fondling it.

"Mmmm..!" Loli Gwen hummed her approval as she rubbed her lower body over his like an animal in heat, Ben continued sucking in her tongue and let his hands fall to her lithe waist. Grabbing the hem of her pink and white striped panties he began trudging it down her thighs and soon past her ankles. She kicked them off and he gently broke from her mouth so she can show her spread eagled form, looking upon her bare and soft snatch he felt himself drooling then he began taking off his own underwear to free his erectile tower.

Loli Gwen(Amalia) Smiled a warm bedroom look and seconds later she was on her hands and knees with her body bouncing forward and back, Ben was behind her driving his meat into her youthful snatch gradually picking up speed.

The tightness of her pussy was unmatched, Amalia made sure he would cum inside her when he did, but for right now she was enjoying Ben suddenly thrusting with more force into her. She lowered her upper body to the bedspread while he continued his frenzied pounding, biting her lip she clenched the bed sheets as the slick meaty appendage protruded from her snatch before plunging back in. For Ben himself it was all too special and cum inducing with how tight she felt, her body became sweaty within the seven more minutes he slammed his hips into hers.

"Gonn-a…gonna let…go..!" Ben panted as he felt the velvety moist passage engulf his dick once again then suddenly loli Gwen tossed her head up and released an almighty cry of orgasmic relief. Ben joined her in hollering out as his body shudder; his hips undulating back and forth several times to deposit spurt after spurt of white gooey substance in the preteen snatch of loli gwen.

After letting loose a generous amount of his essence Ben felt himself soften before pulling his meat out from the soft velvety treasure of loli Gwen, but before he could relax Amalia decided to pull something else.

"Staminas Engorgious!" She called out in her original womanly voice despite being in a younger form.

"What the-!" Ben felt alarmed when he felt his softening member suddenly re-harden to full mass. "Lemme guess; round two?"

Loli Gwen smiled almost deviously as though she had a very naughty and unusual idea in mind. "Not exactly." Her eyes shone in bright violet once again and suddenly more human shaped shadows of mana emerged from around the bedroom.

"!" Ben felt curious and yet still excited a bit, but that was possibly because of the stamina spell.

"Special bonus round." Loli Gwen said when the shapes took form and Ben's mouth went agape when he once viewed the faces of nearly half of his girls looking back at him with eyes of desire.

"No way…" Ben saw the forms of Julie, Elena, alien form Helen, Charmcaster, Lucy, and Camille. All of them looking as real and nude as possible, Ben looked back at loli Gwen who had a sexually hungry look on her face as she crawled over to him and gently pushed him onto his back.

"Well then, girls, let's get started." She said leaning over him until Charmcaster leaned over to pull the little Gwen into a lip lapping tongue wrapping kiss.

'Oh wow!' Ben felt himself get aroused at the sight of young Gwen making out with Charmcaster as she appeared physically five years ago, it was certainly a sight that would pass as a childhood fantasy. The silver haired vixen placed a hand on one of her little breasts and started squeezing it as she sucked in the young girl's tongue hungrily. If his dick wasn't already hard it would've become stronger than steel from watching this, but his attention shifted when he noticed the smooth blue face of Helen appear next to his and slither her long tongue around his cheek before sliding it into his mouth.

"Hmmm, you taste niice." Helen whispered when withdrawing her tongue a bit to speak, she craned in and kissed his lips several times softly before feeling his right hand on the back of her hand. She got that as a signal to re-immerse her long tongue back into his mouth for slimy slithery fun.

Meanwhile Elena and Julie were at his lower body to tend to his length while CC continued tonguing loli Gwen's mouth, Ben could actually feel their breath on his sensitive piece of equipment right before he felt two pairs of lips on it. JJulie softly kissed her way up and down along the shaft as Elena lightly flicked her tongue along his balls before sucking one into her mouth, Ben's grip on the sheets tightened while they worked.

'Even though they're mana constructs they feel so real! I think I might get addicted to this if I stay in this universe longer. Maybe that's what Amalia wants…?' He thought before Helen removed her mouth and withdrew her tongue from his mouth, she winked a green eye and rose herself up so he could clearly see her warm moistening blue pussy up close before lowering it to his mouth. Her hind blue thighs were either side of his head as she softly grinded her hips into his face, he wasn't complaining howerver, Ben was kissing and lightly nibbling at her clit for several seconds before licking around her pussy lips.

While these six were having fun with each other, Lucy and Camille certainly weren't left out of the action, Camille looked as she did five years ago and ever as beautiful. The same could be said of Lucy who was also in preteen form, both of them made their way over to loli Gwen and CC to 'switch' partners which the two gals did without protest. While waiting for Ben to finish his fun with Helen, Elena, and Julie, the girls here would get 'warmed up' in the meantime; Lucy took loli Gwen into position on the floor where her bare young snatch was grinding against that of Gwen's in a scissoring position.

"Unf unf! Faster…!" Loli Gwen(Amalia) breathed as she rotated her heated moist pussy on Lucy's hips, their legs were on either side of each other while they heatedly rubbed their hips together. Camille and CC took each other into a sixty-nine position with CC on top licking and prodding Camille's pussy hole with her tongue and finger, Camille herself firmly grip CC's ample buttcheeks with her hands so she can dive her tongue fully into her waiting snatch and slither it around inside.

CC felt her leg hold tighten a bit in pleasured sensitivity when feeling Camille's tongue worm around inside her cunt, raising her head a bit she then noticed Julie and Elena moving themselves from blowing Ben's meat to letting Helen mount him in a reverse cowgirl position.

"Hoooohh!" Elena mewed as she dropped her lower body slowly onto Ben's fleshy tower, the feeling of penetration overwhelmed her senses and caused her tail to thrash around a bit before Elena caught it with her left hand. Feeling kinky the brunette placed her other hand the tip of Helen's tail and then moved her mouth to it in order to lightly suck it. Ben witnessed and enjoyed the kinky idea, making a mental note of it when he returns home, but before seeing more of Helen's voluptuous rear form bouncing up and down on his cock Julie placed one of her breasts at his mouth to distract him.

Her breasts were still the same size B-cup orbs Ben enjoyed groping back in the real world yet here in the dreamspace he felt just the same if not even more intoxicating, the Asian teenager rubbed her chest against his head while he chewed and sucked at her breast before moving to other one. He struggled to contain himself since Helen's suctioning passage was now grinding on his length while Julie gave him her breasts to play with, but the sensitive bliss soon became overwhelming. His own hips were thrusting to meet her the movements of her hips and when he sped up she took that as a sign to begin bouncing harder and faster. His hands left Julie's breasts and went to Helen's supple butt cheeks to squeeze and hold on while he started pounding upward in a faster pace.

'Oh! OH! I'm gonna lose it…! Helen…!' Ben thought since his mouth was busy tasting and sucking Julie's tits, his hips rapidly thrust several more times before halting in sperm gushing spasms. This brought Helen off as well and with a loud moan of orgasmic bliss she came hard on Ben's meat, her pussy muscles clamped down and milked his cock for all the cum he could give to her. Ben felt himself feeling drained as he continued sending globs of cum into her womb, but after a couple more thrusts he ceased his orgasm and Helen quickly climbed off so she could clean him off with her mouth and tongue.

'This is… I can't say anything…this is too much…!' He thought feeling Helen's mouth bobbing his softening rod to suck up all the cum on it.

Meanwhile Lucy's dainty right foot was close enough to loli Gwen's face to where the little redhead stuck her mouth out to lightly suck one her big toe erotically. Gwen likewise did the same with her right foot and brushed it against the side of the peppy blonde's cute face, she grabbed it with her hand placed feather light kisses along the side before sucking in one of her toes, of course they continued their warm sweaty tribadism on each other while they did this. Some of Ben's cum from earlier was still inside loli Gwen's dripping snatch and knowingly she was smothering some of that into loli Lucy's pussy.

'If Ben knew that he would lose it several more times, I think I may tell him that when he eventually jumps on Charmcaster next.' Gwen (Amalia) thought to herself when he noticed Lucy's hips began bucking wildly in orgasm. Her hips undulated with Gwen's in unison of pleasurable climax, soon Gwen felt her juices gush out along Lucy's on each other's snatches.

Lucy panted and laid down with a soft satisfied smile on her face when Gwen crawled over and laid down next to her in wait for Ben to finish up with Helen.

Helen had finished up with sucking up any amounts of remaining cum on Ben's shaft before feeling Elena suck her tail in a bit further, the speedy blue alien was getting very aroused by this and turned around to engage her lips with Elena's in a cum smearing tongue war. Julie removed her chest from Ben's mouth and called to Charmcaster and Camille who had just bucking their hips into each other's faces in juicy climax. CC still had a craving look on her face as she raised her head up from between Camille's soft thighs, getting she walked over with swaying hips to the bed and romantically gazed into Ben's green eyes.

"You've always been in my heart, hero boy." She whispered lovingly before lowering her head down to smother his lips with her cherry pink ones.

'Odd thing for a construct to say, maybe these are all extensions of Amalia's mind?' Ben thought perplexed until he felt CC's tongue protrude into his mouth and wrap around inside while she used her left hand to begin stroking him off.

Camille was left there on her back with legs spread in post orgasm until Lucy came over to lay on top of her to begin sharing an incestuous kiss between alien cousins, since loli Gwen was finished with her fun scissoring Lucy she decided to sit back and watch the magic happen between CC and Ben.

CC changed position to where she now laid on her back spread eagled with a beckoning left finger, hypnotically Ben responded only with his body and proceeded to climb on top and guide his now erectile length into her juicy passage without delay.

"!Ooah!" CC moaned as she felt him strongly yet gently shoves his tool into her pussy, instinctively her legs came up to wrap her ankles around his backside while he began shifting his hips forward and backward in a sensual pattern. Her appearance was exactly as she appeared during his childhood and in post time paradox, but without wearing her bizarre trenchcoat outfit, Ben admired her pink eyes and mentally noted he should spend more time with the girl that started him on this path when he gets back.

'I know they're not real, but still…' He thought continuing thrusting right before he leaned down to cup her lovable face in his hands. "Y'know, I had almost forgotten how beautiful you are. I need to show my appreciation to you my often." He said to this 'false Amalia' right before pushing his lips onto hers in another steamy kiss. Her legs hiked up and jerked every so often with each of Ben's thrusts into her hips, his length coated with her snatch's juiciness only added to the suction and speedy friction during their lovemaking. Her breasts bounced up each time he slide into her roughly yet he made sure grab and give them a good squeeze with his hands hwile he made out with her, all the while loli Gwen watched in amusement with her own right hand between her legs.

Camille and Lucy were now also scissoring each other with frantic excitement during the love fest, Elena was on her knees getting her butt pounded by Helen's slithering tail while Julie was between the brunette's legs eating her out. Everyone's eyes were glowing light pink including Ben's as the love making continued for several more minutes when Ben stood up with CC still impaled on his cock bouncing on it still.

His hands were on her buttocks and her legs locked around his backside again to make sure he didn't let go while he penetrated her, her tits were bouncing along with her and soon both of them started going at it a bit faster thus signaling a tidal wave of a climax.

Loli Gwen (Amalia) ignited another glow in her eyes and suddenly everyone's soon-to-be orgasms synched together in collective unison; Ben felt one last thrust inside CC before letting loose a torrent of sperm, Elena moaned loudly as she came in Julie's mouth while Helen shuddered in release after tail-fucking her, Camille and Lucy also bucked their hips wildly against each other's after good long session of grinding them together.

"Oh Caroline…!" Ben moaned as he once again emptied himself into the beautiful sorceress along with everyone else having their own blissful finishes. After filling her to the brim with his essence he felt himself now drained completely and laid down with her on top of him. Feeling lightheaded Ben felt his consciousness slipping and before passing he witnessed loli Gwen change back into Amalia's usual form. She looked down at him with a loving smile.

"I'll help you escape now, but please don't say 'no' to me again. I don't like being denied, sweetie." She whispered before everything turned black and Ben opened his eyes to find himself still inside his cell with the bio mechanical werewolf watching him like a guard dog.

"Was I out a long time?" Ben asked and received no answer from the now glaring mutant. Shrugging to himself he stood up and stretched his arms and legs before looking at his watch with a look of determination before looking back at Biowulf.

"You try to activate that thing and I'll be fast enough to strike. Care to take that chance?" The evo said threateningly raising up a claw.

Ben confidently grinned. "No, I won't, but I have my ways of getting out of jams, wolfie." Just then he noticed a trail of violet energy suddenly appear along his left arm to reach the Ultimatrix.

Before Biowulf could act a green flash erupted in the middle of the room catching him off guard, instinctively the cybernetic monster lashed his claws out and struck.

Clank.

"What? It feels hard..! Like diamond." Biowulf said when he felt his claws struck an impermeable rock hard object.

"Close to it; it's DiadmondHead, wolfie!" The green flash died down revealing one of Ben's favorite aliens; the petrosapien warrior labeled Diamondhead. Feeling his claws ache a bit Biowulf withdrew his talons and Diamondhead smirked before readying a fist.

"Hard enough for ya? Then try this!" With that Diamondhead sent a shockwave inducing punch to Biowulf which sent him to the wall and he followed up with a charging tackle that crushed through the wall thus opening his way to escape.

The cybernetic wolf was knocked down but Ben had to be safe and materialized crystalline binding over the unconscious Evo.

"Stay put while I show myself out." Diamondhead said as he made his way out the holding area into more open spaced ruined parts of the castle, but before long he saw several crystalline projectiles jet toward him. Nimbly dodging the shards he turned and look to see Skalamander standing there with his rock arm ready for combat.

"You're not going anywhere, rock for brains." The reptile slobbered.

"Let's see who's better with petro style fighting, lizard boy." Diamondhead said sharpening his arms into blade like versions, but before either of them could start off they felt tremors shake the tower they were in. the building shook and that distracted both of them until they heard small explosions from outside.

"Any idea what that was? Or do you guys get earthquakes around here?" Ben asked keeping alert.

"Ah shoot! It's Providence!" Skalamander growled before one of the walls crashed through nearby them, out from the dust emerged from red jacket wearing latino boy wearing goggles.

"No, just two special agents, one jet, and one big distraction."

"Rex?" Diamondhead said looking upon the form of Generator Rex with one of his arms build changed into the 'slam cannon'.

"Who else, but is that-"

"Another one of my forms? Yeah. Good to see ya again." Ben said back still in alien form.

"Trust me, I know how it feels when Breach decides to make your day go downhill with her portals. Now how about we stop talking and dance with ol' lizard face over there." Rex said readily changing both his hands into large metal ones.

"Yeah. Let's do this!" Diamnondhead said readying for a fight.
Chapter Twenty-Five: Brothers in arms (Part four)

By Auumaan

'to truly measure a man is to give him power and see what he does with it.'

In the depths of the Abyssus castle there stood two battle ready teens each in their own super powered forms; Ben in DiamondHead form and Rex with two overly large metal versions of his hands clenched. The lone enemy; Skalamander looked back and forth between the two anxiously weighing his options of fighting or running.

"You think I'm afraid of you? Come on!" the large reptilian mutant growled before swinging its large organic rock arm to send a barrage of crystalline projectiles at the two.

Rex shielded himself with his large bulky metal hands in time to feel the cascading soundwaves of the shards pelting his guard. Diamondhead simply duck and rolled past the few bunch and swung a bladed arm to deflect the next batch before running straight for Skalamander.

"Get back or I'-" Skalamander didn't finish due to Diamondhead charged his shoulder straight into the said mutant and crashing him into the wall behind.

Rex decided to move now and assist his comrade but several miniature vortexes suddenly appeared spiraling around him in the air. "Oh great. Breach." Rex muttered sarcastically right before a kick to the side of his body from the one of portals, then a punch from a large arm came at him next, the pattern repeated and Rex guarded against the assault.

"We've been through this before, Breach!" He said receiving a kick to the gut and reflexively he stretched out his metal hands to the portals on his sides. Pow, he felt his gauntlets made strong contact against the portal caster, one of the portals above became big and out fell the four armed EVO girl unconscious. "Nothing you do can surprise me." Rex stated smugly before noticing the sad look written on the pale girl's features. He noticed a small tear dripping down the side of her cheek as she laid there out cold.

'Melodramatic much? All I did was win a fight, why is she..-' Rex cut off in thought when he heard the girl softly speak a name that is apparently spoken in sadness and longing.

"B-Ben…" Breach softly uttered and Rex felt his ego deflate, he didn't know what to think of this just yet, but he knew he had to get the other guy out of here with him.

"Heh, curious and curiouser, why did she say 'Ben'?" Rex thought to himself before he felt another shockwave caused by Ben's alien form in the fight with Skalamander.

"You have your own problems to worry about, boy." A snarling voice snapped him out of his thoughts and Rex turned to see Biowulf up and about with three other EVO henchmen of Van Kleiss standing at the ready.

"Ready for a spanking, big bad wolfie?" Rex mocked readying his metal gauntlets again until another shockwave caught his attention. Out of a crashed hole in the wall was an unconscious Skalamander being thrown, the one who tossed the lizard enemy was Diamondhead coming out of the hole and dusting off his hands.

Diamondhead(Ben) noticed an unconscious Breach laying on the ground next to Rex and felt a wave of empathy for the girl, he knew Amalia had 'changed' her heart into hating, but now it seemed like the effect either reversed or she remembers Ben.

"Ready for round two, wolfie?" Diamondhead said now looking towards Biowulf and the other EVO enemies.

"There won't be round three." Biowulf threatened and Diamondhead looked to Rex, both nodded in an unspoken agreement as they sprang into action.

"You take Biowulf, I'll handle the other guys." Rex said bringing his left metal fist about in a crunching impact against the cycloptic EVO minion on his right.

"Deal!" Ben called back as he entered the battle zone with the said mechanical wolf and began striking his adamant fists in a heated exchange of blows.

Where Agent Six was at…

After bombarding the castle with a small salvo of missile fire Six effectively made his distraction work, thus allowing enough time for Rex to fly in and infiltrate the castle ruins from above without drawing more attention of EVOs in the area. However VK had planned ahead and commanded some of the Bigger Behemoth Evos to attack and effectively damage the Providence two-man jet, fortunately Six was close enough and agile enough to land on one of the upper levels of the castle ruins.

Unfortunately though he was alone and expecting heavy resistance from either VK himself or another legion of EVO monsters.

'Seems too quiet in this area.' He mentally stated as he made his way down a flight of stone steps and found himself in what appeared to be one of Van Kleiss's laboratories. Here in this lab was everything expected of an evil mad scientist's lab except there was something in particular that caught the agent's attention. Deeper into the lab there was a metallic examination table with what looked like a corpse of an EVO set on it, but this EVO looked like nothing Six had ever seen before. It was large and it was very very 'different', at least to his eyes.

'It appears to be an amalgamation of different body parts that perhaps belonged to different EVOs, but there's something about it that seems very 'alien.' He thought as he observed some more and noticed it didn't have head, but obviously it used to have one except that it was blown off. One of its arms was impressively long and appeared as it would a molten surface of living flame, but since it was dead the flame died out.

Unbeknownst to Agent Six, this was the deceased body of Kevin Eleven thousand from Ben's universe.

"Just what is this thing?" Six asked himself when he heard a sinister chuckle from far behind him. His instincts kicked in and quickly he turned around and extracted his double katana from his sleeves.

"Quite remarkable, isn't it?" The voice belonged to Van Kleiss who stood in the distance looking at the agent with an arrogant smile. "That body, quite dead obviously, is unknown to every single known attribute of EVO physiology. Like the boy with the special watch, it doesn't possess a single nanite in its entire body, I suspect whatever type of radiation that boy's watch gives off is similar to what that body is coated with. That thing behind you may be of the same alien origin of that boy." VK stated with his hands behind his back like he was giving a physics lecture.

"So you've been studying it this entire time until you've heard about the boy in the green jacket that Providence discovered. You want a live test subject to perform your research on." Six deduced readying his dual blades.

"Now you're just associating me with your garden variety mad scientist, quite frankly I'm offended, but that's inaccurate. On the contrary I've already discovered some of that dead alien's secrets and everything I've learned about it has been incredible! Like a new revolutionary discovery in non-nanite genetics within every fiber of that dead alien body, the boy was just the icing on the cake. There's so much more to find out and…" VK then brought his arms out and readied his mechanical one to strike. "…I won't let you ruin this opportunity for me."

"Too bad, because that's what I intend to do right now." Six quickly pulled and whipped out several shuriken like objects form his inner jacket and threw them all around the laboratory, they stuck to the walls and scenery and before anything else Van Kleiss lashed his cybernetic arm at the green clad assassin.

Six quickly jumped into the air and nimbly evaded the strike, he was airborn and held his katanas out to slash at Van Kleiss, but the megalomaniac scientist quickly retracted his arm and dodged the assault. With a shining clang Six's katanas were in a deadlock with VK's metal arm, they continued their combat while the 'shuriken' attached to the area began beeping with red signals in their centers.

VK kept his focus on the man with the swords and steadily began using his enhanced strength to break through the deadlock and toss Six into a wall with a hard slam, his focus then shifted to grabbing those shuriken that were attached to the area before they detonated, but Six smirked and hled out something in his left hand.

"The detonator, I bet you'll want to grab this out of my hand before trying to pluck the detonators themselves." Six bluffed knowing full well the mini-bombs he planted were timed, but he needed to trick Van Kleiss so he wouldn't obstruct his goal to destroy the dead alien body. "Whatever secrets you haven't already uncovered from that alien corpse will stay buried along with the body, Van Kleiss."

"Give me that detonator!" VK lashed his cybernetic arm out at high speeds at Six's left arm, Six himself was caught off guard and felt his arm slam into the wall with the detonator being smashed within his hand. Needless to say it hurt like hell.

"The detonator's destroyed…and so are you…" VK said with his cybernetic arm firmly held against Six's arm, suddenly a faint yellow glow emitted from the contact point and Six knew what it was. "I think you'll become an excellent EVO to add to my army, a few more seconds and I w-"

"!" Out from the ground beneath Van Kleiss came a giant metal hand that could only belong to Rex, with a thundering smash it collided with VK's torso sending him across the room and away from Six. Out from the hole in the ground came Rex and seconds later DiamondHead Ben, far below them were the unconscious bodies of Biowulf, Skalamander, and the other EVO cyclopses that the duo fought. Oddly enough Breach was nowhere to be found among them.

Rex looked back to Sex with his ever usual cocky grin. "How's that for an entrance, Six? Do I look awesome right now or what?"

"I'd say you grandstand quite a bit." Diamondhead added causing a small glare from Rex.

"Agreed, it looks like you've recovered the prisoner, now all that's left is leave this place, however…" Six trailed off in his usual stoic demeanor. Rex looked deadpanned when he figured out what he was gonna say next.

"Van Kleiss destroyed it, didn't he?" Rex asked and Six nodded. "Crap."

"I could fly us out of here, just give me a second to….recharge…?" Diamondhead trailed off when he noticed the unmoving alien corpse of one of his fiercest enemies just a few feet away. 'That's…!'

"None of you are going anywhere."

Everyone except Ben turned to look where Van Kleiss stood up from the crashed debris of the ground, he dusted himself nonchalantly and glared directly at Six then Rex. "I'll admit I miss my powers of nanite soil manipulation, if I had them you would all have been done away with by now. However, I am feared for my resources and cunning, observe…" VK said placing his organic hand against a seeming normal panel on the wall behind him which activated some sort of sliding door to shift out of the wall next to him to reveal a handful of more EVO creatures under his control. They greatly varied from monstrosities Rex had faced already to more horrifically inhuman creatures bearing no humane shape yet bore multiple faces and very sharp talons.

"I have been busy gathering 'new recruits' into my ranks, and there's more where they came from." VK added

Diamondhead shook his head and snapped out of it in time to be fully focused and alert at their situation.

"You have one sick hobby, Van Kleiss." Rex commented changing his fists back to normal and morphing one of them into an overly large orange sword.

'Crap, we have no time for this! Time to go Jetray!' Diamondhead thought when he was about to adjust the dial on his chest, but instead a rather large crimson portal appeared between the heroes and the villain just in the nick of time.

"Oh come on!" Rex said frustratingly as the infamous four armed schoolgirl stepped through leaving her portal open, she made brief eye contact with Ben, who was still in alien form, before gesturing to the portal behind her.

"Hurry up and go through!" She called out with more humanity in her voice than either teen had heard from her before. Needless to say Rex and even Six looked perplexed, but neither figured it would be a trap since they were already knee deep in enemy territory.

"Breach…?" Diamondhead said before feeling the Ultimatrix fade out of power thus reverting him back to 'Ben' form, but Ben had a grin on his face when he noticed a light pink silhouette of energy appear behind Breach as she held the portal open for them.

"What is this meaning of this, Breach?" VK roared in frustration. "The first time you pulled off this unexpected rescue I looked past it because you brought me the boy, but now you're helping them?"

The green eyed girl turned around and brushed some hair out of her face so she could look him in straight in the eye before saying her words with finality. "I'm helping myself, I'm done with the pack and done serving you." She said with clear venom in her words which caused VK to glare hatefully at his now former hench girl.

Six took this as an opportunity when he saw Providence on the other side of the portal and knew full well that she was offering escape, he sure wasn't about to turn it down. "Move! This is our chance!" He called out causing Rex and the now human form Ben to dash straight into the vortex to their location, though reluctantly and unsure if they were walking into a trap they took the chance and disappeared into the portal, Breach looked around to VK with a look of resentment and content before disappearing herself into the portal.

Van Kleiss was certainly not pleased, even more so that now the shuriken mini-bombs set around the laboratory that he forgot about now beeped their final beep. "NOoo!" He attempted to get out of the lab but to little avail when each set bomb exploded simultaneously with a thunderous explosion wave that caved everything down within the area.

But is he really down for the count?

Elsewhere…

Landing with a hard thump Ben landed headfirst on to the Providence base's hard floor surface, he heard the faint landing steps of his other two teammates land as well, but before long Ben felt woozy and drifted to sleep. He hadn't had a full night of sleep in a while and in between all the fighting and 'encounters' with Amalia, Breach, and Circe he hadn't had much rest. So his body simply gave out right after receiving a concussion from landing on his head again.

"Oops, looks like he's gonna be out for a while, Breach really needs to work on those landing spots of hers." Rex commented standing up and observing the unconscious Ben. Meanwhile a handful of Providence troops including Six had surrounded Breach, who was surprisingly inside the base with no intention of attacking. Instead she reluctantly raised all four of her arms up in surrender, this caught everyone by surprise, but nonetheless Six ordered her to be detained for the time being. She begrudgingly accepted and cast one more look over at Ben before being escorted by Providence troops to one of the holding cells.

"That was…strange." Six commented after watching her disappear down the halls.

"That's an understatement for the year, but she herself is strange. I mean, helping us escape? She has never done anything remotely nice like that ever before." Rex added scratching the back of his while several Providence paramedics in the background lifted Ben onto a gurney to take him to the medical bay for rest. Rex noticed and looked back at Ben before thinking about the EVO girl and what she has to do with him.

"First time for everything." Six said before adjusting his tie. "We'll find out from her whether or not she's still on Van Kleiss's side or simply going off on her own tangent. We can't risk her doing anything dangerous for the time being and that's why she's in containment right now, I must admit I'm surprised she came willingly."

Rex simply nodded and somewhere in the ether of mana space was Amalia smiling genuinely at her work yet for some reason looking weak and famished, she then decided to pay Ben a visit inside his mind.

Inside Ben's subconscious…

"I'm here again? C'mon already, I mean yeah I was exhausted but too many times in a row…" Ben called out within the subspace. He was still clothed and still within conjured up bedroom that slightly resembled his own, but he knew what he was waiting for; Amalia. He knew she's wasn't a bad whatever-she-was but he needed why she brought him here yet again.

"Where are you, Amalia? I know you're probably feeling 'aroused' at the moment, but I'm in kind of a hurry to get back home." Ben called out to no one in particular, after a few more seconds 'she' appeared on the bedspread looking a little worse for wear herself.

"? Amalia!" Ben rushed over to the bedside to where she laid surprisingly enough clothed for the most part in a flowing angelic red robe, but she looked to be ill. He placed a hand underneath her head to lift her up and lightly shake her awake, slowly she opened her eyes and blinked them open like she was just waking up from a nap.

"Good morning, Ben." She said sweetly but Ben wasn't up for pleasantries at the moment.

"What's happening? You look like the life was drained out of you for a moment there." He said with clear concern.

She looked to her side in a bit of shame before sadly chuckling to herself. "I guess I should've told you sooner, Ben, I'm sorry I kept this from you."

"Kept what?" Ben asked sitting down on the side of the bed.

She sighed and spoke with seriousness. "Ben, the only other reason I engage in my 'activities' with you in the real world with real women is not only for my 'needs' to be filled, but also because the charm magic gives me my lifeforce."

"!" Ben was stunned but held his tongue to let her continue.

"The last 'real' time I felt 'fed' was on the rooftop with you and Breach, the hunger for mystic charm energy has only been miniscule until we entered this universe, now my hunger pains are far greater and I'm in dire need of sustenance more often now. Or else I'll…" Amalia finished with the last part trailing off, she didn't want to even think it, but this news certainly shifted the paradigm for Ben's perpesctive on this woman's motivations for everything she's done. Not only was she a horny gal that constantly craved love making with him whether in own her form or in someone else's body, but she needed to fed that charm energy lest she 'die'.

'All the more reason to get back to our universe.' He thought before pulling the redheaded woman into a loving hug. "I promise I won't let that happen to you, I'll find some way to fix this."

She sniffed into his shoulder and nestled there out of comfortablility of being in his arms, after a while they gently let go and made deep eye contact. Both sets of eyes green and Ben saw what would be an alternate older version of his Gwen in her face, a couple of seconds passed until he put his lips on hers in a smoldering steamy kiss.

He had a lot of misconceptions about her in the past and now it seems there was more than meets the eyes, he and Charmcaster inadvertently created a life form that existed within mana space, not only does she require certain 'attention' but she needed the charm magic to be active in order to keep her sustained. He was going to find a way to fix that if it was the last thing he was going to do.

Ben softly removed his lips from her luscious pink ones and kept his gaze upon while they sat down together on the bed.

"So….our activities in this place don't account for feeding you energy?" He asked and she nodded.

"Correct, because although it satisfies my needs for you personally, it doesn't give mana energy for me to absorb because it's strictly me using mana and charm and no one else. It has to be out in the real world for me to survive and in this universe I would almost require 'it' daily." She winked at the last part and rubbed her left hand along on his chest. Ben blushed and cleared his throat, before prying into the idea of asserting the charm effect in the real world of this universe again, he needed to know about Breach.

"By the way what did you do with Breach? It seems like she defected again and for good this time, I mean helping us escape and all."

"I reversed the reverse, I undid the negativity of the reverse charm I casted on her when I was angry at you before, all her memories of her steamy experiences with you came back in full force as did her love for Ben Ten, my dear. That's all I did and it paid off well, I don't think that battle was going to end well for any of your comrade's health or for your own for that matter." Amalia finished explaining leaving Ben a sigh of relief before giving his thanks to her.

They laid together on the bed looking up at the sky of the subspace realm they were in, it was peaceful and no sex was needed to enjoy each other's company. "So I have to 'you know' in the real world so you won't well…die?"

She slowly nodded feeling his hand squeeze hers. "But Breach is in a holding cell, I think, and I don't think they'll let her out yet. What am I going to do if we can't reach home just yet?" Ben asked feeling uneasy about once again engaging in a sexual entourage of multiple female partners, the only difference this time is that Amalia actually did need it.

She smirked and said; "Improvise, you're a real charmer, Ben. Just work your magic, if you don't want any more additions to your little 'family' then just make it like a dating program, only with sex."

Ben blushed even harder this time, but sucked it up and reluctantly agreed before feeling the alleviation of the subspace returning him to the real waking world.

Scrunching his eyes in agitation as he felt a flashlight hover over his eye lids Ben slowly opened them to see an unmasked providence trooper examining him on the medical bed. She was young to be a soldier, brown skin though appeared to be mixed between half latina and half African American with long dark brown hair tied back into a ponytail, she was quite attractive in spite of being dressed for success only, but even so she captivated him. (Wiki up Kenwyn Jones, this is that girl and she is quite a looker despite being a full on soldier.)

"Oh you're awake now? Kinda thought you were gonna be out longer." She commented with a small smile before turning her head to call out to her mentor. "Doctor Holiday, he woke up!"

'Holiday? Did she say Holiday?' Ben thought in hope as she sat straight up and looked at the girl directly before noticing the high heel footsteps of an older and very beautiful woman walk into the medical area near Ben.

"Thanks for notifying me, Kenwyn. White wanted to basically interrogate this kid for answers, he's getting even more impatient lately." The woman named Dr Holiday said as she stood next to her protégé examining Ben.

'IT is her! Does that mean I'm home then?' Ben thought in excitement as the raven haired physician put a hand on her hip and began observing while Kenwyn started jotting down notes. 'If it is her she certainly seems to be keeping that relationship of ours a secret, maybe I'm still in the Rex's universe?' Ben thought when he got off the med table and wrapped his arms around a now completely shocked Holiday.

"! What the …?" Holiday stammered as she felt Ben's affectionate hug spark alarm in her system.

"Man am I glad to see you, Cassandra! I know I've been out too long since our last date but I promise to make it up to you tenfold later on." Ben said snuggling his head like cat against her chest then her bust, all the while Holiday was beet red.

"B-but I don't know you! I think you're having me confused with someone else..! My name isn't Cassandra! It's Rebecca." Holiday blushed feeling his head nuzzle her breasts. Kenwyn though seeing all of this was quite stunned herself and proceeded to reach for an item within one of her belt compartments.

"?" Ben removed his head from her chest and looked embarrassingly at the flushed doctor. 'I'm still in the other universe aren't I?' He thought deadpanned as he detached himself from. "Well…talk about awkward. I am tru-Zzzzzttt!" Ben didn't finish his sentence when he felt the trickle of jolts course through his system courtesy of Kenwyn's light non-lethal Taser that was now shocking him.

"Kenwyn that's enough already, we don't want him unconscious again." Holiday adjusted her clothing while telling her, the young soldier removed her taser from the now twitching Ben as he continued staying on his feet.

'And I thought Gwen slapping me with a mana hand was bad.' He thought before looking into the stern face of Holiday again. "hehehe, sorry about that?"

Several minutes later after a small series of examinations conducted by the two women Ben found himself in one of the guest rooms with the brown girl named Kenwyn handing him a set of Providence uniform clothes to temporarily replace his tattered regular clothing. They were alone together and Ben felt Amalia weakening even more, he knew what he had to do but he sure didn't like it.

"Sorry I tased you earlier, but I kinda had to remove you from Doc Holiday." She said dropping another box of replacement clothing onto his temporary bed.

"I was already off, then you tased me. I hope it's not awkward around us later on, she honestly resembles someone I care about greatly back home. Literally the look entirely alike." Ben said when noticing several more providence troops stationed around his quarters. 'it seems they still think I'm something to watch out for.'

"Well it definitely will be, I'm Kenwyn by the way, Kenwyn Jones." She said with utmost formality as she held out her hand to which Ben took, but sighing, he instead didn't shake it and pulled it unexpectedly.

"!" Kenwyn was caught by surprise and ready to taser him again, but as soon as she felt her lips being occupied by Ben's a soothing feeling of peace and warmth flooded her senses. She forgot about the taser and reactively wrapped her arm around his shoulder as the charm effect went active once more. Amalia meanwhile was feeling rejuvenated within the subspace of Ben's inner being, but in hopes not to spark negativity within the girl later on she decided to broadcast the memories and images of Ben's catalyst love with various other girls to grant Kenwyn understanding.

Sure it was spontaneous and quite frankly premature, but Ben didn't want Amalia to fade into oblivion and Breach was off limits for the moment, so this girl right here would certainly be one to 'feel the love' right now. He wasn't by any means comfortable with forcing this upon this unsuspecting trooper girl, but he had no other choice at the moment, and perhaps with luck she'll understand why and hopefully agree to 'help' him out.

Ben's tongue slithered passed her light brown lips to the depths of her mouth, she felt the charm taking a foothold in her body's needs and decided to just flow with it. She placed her right arm below Ben's waistline to cup his now hardening bulge while using her mouth to suck his tongue in. they made out for a good few minutes before she slowly took him with her to lay on top of the bedspread. Fortunately the door was locked and closed shut so no one would see what action took place inside Ben's room.

They groped and made out like horny teenagers, though they actually are, for minutes on end until one thing led to another which led to Kenwyn's white panties and Ben's boxers now being tossed to the floor.

"Wow." Ben hummed in delight as she laid back while eying Kenwyn's fully nude form with her hair let down, she was slightly athletic in body tone yet still maintained very attractive femininity and a hint of curvy seductive hips.

Despite how toned she was or how much she trained being a trooper she was still a knockout girl, she approached the bed and began crawling on the surface like a sex hungry tiger stalking its prey until she reached her destination; Ben's fully erect manhood. Placing her lips and both hands at the erectile tower Kenwyn began going to work on it. First she kissed her way up and down the shaft that was twitching in excitement while her hands strongly rubbed the area around his pole to ease more comfort into the service.

Her tongue protruded from her lips and lightly slid itself up the shaft and continued in an up-down pattern for a couple of minutes before moving her mouth down to his balls. She lightly popped one testicle into her mouth and sucked at it with sloppy enthusiasm, Ben's head titled back in relaxation and euphoria as the sensation of her lips on his sensitive area increased his arousal further and further. Suddenly her light brown lips removed themselves from his shaft and moved to the tip of his member just before Ben felt the warm moist cavern of her mouth covering his cock entirely.

Ben lightly moaned and opened one eye to notice the ever familiar pink shadow faintly looming over the tan girl while she bobbed her head. He could faintly see Amalia winking at him before disappearing again, but his focus was now on Kenwyn suddenly gripping the sides of his hips and grinding her face further into his lap with his cock touching the back of her throat.

"Oooh wow! You are good alright." Ben moaned and felt his hips undulate slightly while Kenwyn now rotated her head around and around thus taking his meat for swirling blowjob ride. Her hair tossed around while slurping energetically on the fleshy pole, this did wonders to Ben as he was now breathing very hard. After a few more minutes of this Ben felt the dam burst and clenched the sheets tightly as he let loose splurge after splurge of white gooey substance into Kenwyn's accepting mouth and down her throat.

The brown skinned girl closed her eyes and readily swallowed every last drop of semen that spurted into her mouth, making audible gulping sounds she finished swallowing the last drop and removed Ben's softening member from her sticky mouth. She looked to him and smiled with cum covered lips and pink glowing irises right before Amalia felt a certain incantation was needed to spice up this evening that wasn't over yet.

"Staminas veritas, engorges fallicus!" She called out from within the subspace as the magic made its way to the real world and Ben was certainly feeling the effects much to his surprise.

"Whoah..! this is…!" Ben felt his member solidifying itself back to full mass and unexpectedly enough his length had extended and became thicker. 'Amalia made 'Ben Jr' bigger!'

Where his penis used to be about seven and a half inches long if not a bit more, it was now nearly nine inches long and ready for round two and perhaps three.

Even Kenwyn was surprised to see this, she didn't know what to peg this occurance as but for the moment she didn't care, her mind was too clouded with thoughts and imagery of Ben's story with his girls to care. Not to mention it was also full of lust and longing at the moment. She looked to Ben and smiled when she suggested an idea to which he would certainly agree to.

A minute and a half later Kenwyn place both hands against the wall of his bedroom in a standing position as Ben stood behind her with his rod in his right hand guiding it to the sacred opening between her inner thighs. He didn't know if she was a virgin or not, but that didn't matter to him right now, the only thing on his mind at the moment was the sensation of now feeling his length slide into her softy damp passage.

"Hoooaah!" She gasped as she felt penetration from the younger teen, Kenwyn had never felt like this before and would certainly get used to feeling it more often, it was intoxicating to her. Ben grunted and slowly withdrew his cock only to slide it elegantly back into her sheath, she bit her bottom lip as he continued.

Her legs were spread a bit apart and her rear stuck out in a very inviting way as he continued plowing his meat into her juicy snatch. Each thrust he delivered sent shivers up her spine as her hair tussled back and forth in sync with the frantic pounding he was giving to her pussy.

Seconds later they got back on the bed with Ben on top of her in a missionary position to which she eagerly wrapped her slender mocha legs around his waist as he dropped himself onto with his cock lined up to dive into her pussy. It did of course and now Ben was humping his hips into hers faster than before, each time he bounced back into her she breathed hard and moaned for more.

Vanilla on top of caramel in a swirl of sweaty vigorous sex, caramel's body swayed back and forth in rocking motion to match with vanilla's thrusting tempo. Kenwyn the tightly locked her arms around his neck and locked her legs even more tightly around his lower back as she felt Ben make one final thrust into her to which they both cried out.

Ben moaned loudly as he felt the contents of his nutsack drain and drain some more into Kenwyn's fertile youthful passage, her pussy muscles clamped down hard on his length as he was cumming inside her, both of them in orgasmic bliss that went on for what felt like forever. Ben finished gushing semen into her womb and laid down on top of her in satisfied post sex bliss in each other's arms.

In the midst of it all Amalia had felt more alive than earlier thanks to Ben and Kenwyn, during the sex transferred images and memories of knowledge up to recent events to Kenwyn's mind so that she wouldn't accuse Ben of anything bad. To her success it worked well.

Couple of hours later…

Ben awoke in the middle of the night with Kenwyn laying on his chest with a sexy smile written on her face.

"Morning, Benji." She whispered and Ben sweatdropped at the mention of his least favorite nickname.

"Why does everyone call me that? And morning to you too." He replied before leaning over to kiss her on the lips.

"Amalia mentioned it to me, said it was fun teasing you with that name, and I for one agree." She added looking at him.

"Amalia? So she…"

"Told me everything? Yes, I understand, kind of, I mean it's still kind of weird that all of this is because of magic when I never believed in such a thing until now. It's simple the way she put it; she dies unless you work your magic mojo of sex on women in the real world, I can certainly understand that. Better me than Holiday, she is already more freaked out about you already." She said chuckling.

"Hehe yeah, that's because I mistook her for my universe's Doc Holiday, she and I-"

"Did it? Yeah, your special girlfriend Amalia told me everything up to this point, I'm not mad by the way. Just wasn't expecting my first time to be so spontaneous inside the place where I work." Kenwyn added raising herself and Ben with her so that they kissed again.

"I'm sorry I suddenly thrust this on you, but her lifeforce was fading and I didn't want to lose her." Ben said sympathetically and Kenwyn shushed him with a finger to his lips.

"Told ya already; I understand you were saving somebody, even if she lives somewhere inside your soul or something. Not mad, but I'm also not sure about joining your lover's harem. Sorry, but-"

"It's ok, I get it, I wasn't going to ask that of you because that alone is a huge step. I figured you had too much of a busy life here to want to be in that, besides I think I have enough people in that group already. But I may need to 'heal' Amalia again anytime soon since this universe drains her of her power, so…."

"Fuck buddies, agreed then." Kenwyn said winking which caused Ben to blink in stupor several times.

"Just like that? Really? You're okay with that?" He asked when he felt her grab one of his hands to place on her left breast.

"Just like that, unless you want some more 'proof'…" She whispered sexily into his ear and Ben gulped nervously. "Okay I believe you, but right now I'm a bit spent. Amalia and a couple of my other girlfriends like to use magic for these 'occasions' and it leaves me worn out."

Kenwyn chuckled and placed her lips on his once again. After several minutes of talking and coming to the agreement she departed his room fully clothed, she left with a wink directed at him and a piece of paper with her number written on it for him to call whenever the 'need' arises.

Ben wasn't sleepy enough to drift into dream world again so he simply got clothed and got up to stroll around base in simple black and white pajamas Providence offered him. Simple clothing that resembled hospital ware for patients but they were a comfortable pair of pants and shirt regardless.

"Where do I find a fridge in this place?" Ben asked himself as he wondered around until he reached a hallway that held some dormitory rooms for the tenants here, that included the man known as Agent Six, Doctor Holiday of this universe and her sister, a talking monkey Ben just recently met earlier, and of course Rex himself. 'That was one strange talking monkey, I wondered why he offered me a cigar and a pat on the back? I think he found out about me and the whole 'other' Holiday thing in the lab earlier.'

He thought to himself as he strolled down the hall and came across a sight that halted him in advance, up ahead he saw two teenage girls talking with a teenage boy with medium length blonde hair wearing an old army jacket. Ben took a spot to the side to see and eavesdrop much to his curiosity and slight shame.

The two girls were mentioned by the blonde named as Noah were apparently taken here for a date, or at least one of them is while the other accompanied. One girl was a sophisticated looking redhead with her hair stylishly done in a long ponytail, she wore a light beige jacket and light red jeans. Her friend was short haired blonde that appeared very spunky and cute, she wore a short violet dress shirt with a pair of blue jeans donned on her legs along with tennis shoes. The redhead was named 'Claire Bowman' and the blonde girl was simply called 'Annie'. (Look em up or watch their episodes, they're also quite hot.)

"It figures Rex has to go out on a mission tonight, we were going to look at the new Providence jet technology they just got in." Noah complained and facepalmed only to have Claire pat his back reassuringly in humor.

'So they're here to show off tech to the girls as a date? Pft, I could do better than that…in fact…' Ben thought now eyeing his Ultimatrix as he got an idea. He decided to step out and meet them down in the hallway depths, Annie immediately spotted him and tensed up thinking they were in trouble for being inside the base at late hours.

"Maybe I can help. I'm new here and I can certainly show everyone something way cooler than some air jets." Ben offered though still clad in pajama clothing he felt no embarrassment by it since his regular clothes were trashed.

"Sounds interesting but who are you? Do you work at Providence as well?" The one named Claire asked politely yet held skepticism in her tone about Ben and his offer.

"Sorta, I'm kinda new here, Providence found me an-" Ben was cut off when Noah jumped in and interrupted him with a look of realization.

"Oh that's right, Rex mentioned something about you. You're the guy that turns into 'aliens' right?" Noah asked in an almost fanboy like demeanor. He had always been a fan of the science fiction genre even though he was a hard working student that focused mainly on his studies, but evidently when Rex told him of the 'Alien boy' Noah was interested in seeing real live aliens.

"Yep, Ben Tennyson at your service." Ben stated proudly brandishing his Ultimatrix to their eyes.

Annie perked up and had an eager look on her face yet her friend Claire still looked unsure of what to think of Ben.

"So since Rex kinda bailed out on us for another mission, think you can show us some Alien awesomeness? Our original plans kinda got shot to bits." Noah asked. To his joy Ben nodded in agreement.

"Sure thing, but we need to go somewhere a little less exposed for me to transform, my aliens vary in shape and size, yknow." Ben said unsure of where to go in this entirely different area he was confined to.

"I know one." Noah suggested smirking.

Later…

"So here we are in the training room, I've seen Rex do a lot of damage here, both to himself and to the scenery." Noah gestured all around to the spacious white room with panels built everywhere for brandishing out various exercises.

"Cool place!" Annie said with sparkling eyes and even her redhead friend look impressed.

Ben was nearby admiring the capacity this organization had for training their soldiers, it made him wish he could start Plumber duty already when he gets back home.

"Normally Providence doesn't usually allow civilians this far in, but Rex convinced them just to let us hang in this one time tonight. It's a shame he's out on mission duty with Six and now Circe. At least they're finally a couple now." Noah said sighing proudly for his best friend.

He turned to Ben with a ready look. "Now can you show off some alien transformations? For the ladies at least."

Ben turned his head and smirked, he also caught Annie's eyes on him in flirting manner, he winked back of course and readied his watch. He popped the dial and out came the hologram of the alien selection grid. 'Better go with an old favorite.' Ben thought to hims