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Sorry about this again the device i use cannot read the full story this is around where i got off to again sorry for all the people who have not read it yet for the original sorry and the beginning just search Bens Girl Harem on google should find it easily
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?


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.


"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 himself when the hologram of a certain alien appeared and with enthusiasm he slammed his palm down.

A bright green flash illuminated the area and when it died down all three spectators were looking in awe at the fiery alien; Heatblast. Ben's teenage version of Heatblast had some new additions such as the miniature crater holes on each of his shoulders that resembled tiny fire pits. Strictly speaking he looked badass. (FYI Heatblast is one of my favorite aliens)

"Super cool! Do another!" Annie cheered out and Claire looked eager as well. Noah felt the redhead's right hand clutch his own meaning the date was working wonders for the two like he wished it to.

"Just a minute, I can't change too fast or else the energy resevoirs build up too much and well…kaboom. Until a few minutes pass I'll just show off my skills. Watch and be amazed." Heatblast said as he created some fire between his palms and shot it upward like a firework with the intention of graffiti.

What came to be was the a large fiery mid-air version of the Omnitrix symbol. The girls wowed at the spectacle and Ben just came up with another idea now that he saw Annie gazing intently at him again.

"And this is for the ladies." Heatblast dissipated the Omnitrix flame signal and fired two streams from his palms into the air so that they curved into what appeared to be a giant heart.

The girls chuckled in appreciation and Annie felt herself melting, no pun intended, for Ben every moment since she first looked at him. That's when Amalia decided to make her move behind the scenes, a faint pink mana shadow materialized behind Annie and shed some violet energy on the blonde gal before disappearing, a pink glow now filled Annie's currently lusty eyes.

"Do one more, please! Change into some kind a fish alien or something." Claire cheered as she was now excited. Noah felt his plan working since the redhead was now placing a hand on his left thigh. In regards to the 'fish alien' idea Noah turned to Annie for answers.

"She's a Pisces and she has a thing for exotic marine animals." She explained and Noah nodded in comprehension.

'Fish alien, huh, I actually do have one in mind and it's not Ripjaws.' Heatblast when he adjusted the dial on his chest and with another green flash the Pyronite alien was replaced with Jetray.

The large red manta ray shaped alien appeared with its wing arms spread out proudly. Claire this time was now impressed beyond words, she loved aquatic animals and walked up to pet touch Jetray's scaly wings in awe.

"Cool alien, dude." Noah commented as he observed Jetray next to Claire who was in turn squeezing his hand gently. Annie got up as well and felt her hands around Jetray's scaly backside, when she got close enough she decided to whisper into one of its ears.

"Do you have a room here at Providence that we can go to?" She whispered seductively and coincidentally Jetray's tail spiked up.

Another green flash later and Ben returned to his human form with a small round of applause given. "I've got way more aliens to show off, but this thing does need some recharge time. Overuse it too much and it's big trouble for me." Ben explained.

"No problem, I'm sure there's something we can do in the meantime." Claire said mischievously and winked to the side at Noah who in turn blushed.

"Same here. C'mon, Ben." Annie said grabbing him by the right arm to drag away and out of the training room. Before Claire and Noah were out of sight Ben noticed a distinct pink aura around the redheaded girl, he grinned in appreciation. 'I guess you did that guy a favor, Amalia. Though I didn't think the charm can target guys other than me as the bait, then again there was that one time in the forest when I first came here. I owe you one, Amalia.' Ben thought before snapping out of his trance due to Annie's tugging on his sleeve.

"So where's your room, Ben?" She asked sweetly with the pink glow in her eyes. Ben took the initiative and pulled the cute blonde into a lovingly steamy lip lock to which she accepted gratefully. She closed her eyes and put her arms around his neck to stand on her tiptoes which deepened the kiss.

(FYI I know this is fast progression of charm induced romance, but I have a large quota to fill and plus I have schoolwork to work on later. Even so, it's hot)

Eventually Ben led her to his quarters where she gently tossed him onto the bedspread and stood so she could perform a strip show for him right then and there. She winked before unbuckling her jeans and tugging them down to her panty-less bottoms, right on cue Ben's erection began. The sight of her hairless snatch and her elegant smooth legs was certainly a sight to initiate great arousal.

She then placed her hands at the bottom of her dress shirt and began lifting it up over her head, as the shirt was fully removed from her braless chest Ben gazed upon her lithe nude form complete with perky B-cup teenage breasts.

"Like what you see?" She asked blushing and gazing at him.

"Loving what I see, come here." Ben said romantically as he held out a hand to her.

Hypnotically she walked over to him with swaying hips and got pulled into another steamy tongue invading kiss. Ben's lips curled and caressed her soft pink lips while his tongue was busy tasting the inside of her mouth to his heart's content.

Annie's hands grabbed Ben's hands and placed them on her breasts while they continued making out, she in turn placed her hands on the back of his head and hiked herself up so she could wrap her legs around his butt.

This went on for some time until they lay on the bed together with Annie on top hovering her virgin womanhood over his erectile meat. Ben could tell that she was indeed a virgin and shy about her first time, he placed a reassuring hand on her left cheek and nodded. With great willpower she slowly lowered her bare snatch down onto his cock where the tip began delving into the opening. Little by little Ben's meat slowly began being swallowed up by Annie's virgin pussy until it stopped at the unavoidable barrier of her hymen.

"You ready?" Ben asked softly and Annie nodded carefully before shoving her own body down to fully immerse his meat into her sheath.

"Ooaah!" She moaned in a mixture of pain and pleasure as her virginity was taken, a small trickle of blood came from the penetration but that didn't stop her from suddenly rocking her hips back and forth.

She placed her hands on his chest and continued her rhythm of swaying her hips with Ben's meat snugly inside her snatch, Ben felt the tightness of her passage becoming very difficult to endure and grabbed her hips with his hands to meet her rocking hips with his own thrusting ones.

The bed began rocking and creaking while the blonde widow continued riding the alien hero beneath her, her tits began jiggling slightly in sync with her undulations and gradually she rode Ben's cock even faster.

Eventually the shifted positions to where Annie was on her hands and knees on the bed in a doggy position with Ben behind her guiding his still erect length into her juicy passage once again. With a grunt he fully inserted himself to the brim into her snatch which caused her to moan quite loudly, after quieting down a bit Ben began pumping into her.

Again and again his dick slid into her slippery passage only to come out to the tip and fully shove itself back in, to Annie this is heavenly and she didn't want it to end, unfortunately her climax was coming close and she wanted to make sure he would let loose inside and still some left.

The bed creaked faster and faster and each time Ben shoved into her he felt his release coming sooner and sooner until-

"Kyaaa…! Ben…!" Annie hollered out as she clenched the sheets tightly while her pussy muscles contracted and convulsed with juices gushing out on Ben's cock.

"Ooohh Annie…!" Ben thrust one last time before feeling his member twitch wildly thus letting loose another generous deposit of sperm into the blonde girl's womb. Ben felt himself cum over and over until he felt spent nearly a minute or so later. He had a bit left and pulled out of Annie's pussy to bring it over to her breasts so his member can spurt out a few more shots of cum onto her tits like she wanted.

Now Ben felt fully spent and collapsed onto the sheets with the blond widow cuddling next to him. Before passing out he felt Amalia's presence materialize near the bedside and as he looked over to see her ghostly form she simply said; "Thank you, Ben."

With that she faded out leaving Ben to fall asleep with Annie in his arms.


Within the ruins of the destroyed laboratory in Van Kleiss's castle, a certain human shaped figure emerged from the debris of destroyed rock and science equipment. How he survived was nothing short of being lucky, but this man wasn't angry or threatening revenge, in fact he had a sinister smile on his features and held out one of his arms.

"Hehehe, if you thought I was a freak before, Rex, wait till you see what I've become now." The man laughed as his outstretched arm materialized blazing flames around before turning into a diamond like version of itself then changing into a black and green organic technological looking arm.
Chapter Twenty-Six: Brothers in arms (Part Five)

By auumaan

'The hands of the many must join as one, and together we'll cross the river.'

(Enter Dreamscape mode)

Ben felt himself open his eyes and once again look upon the violet subspace scenery of Amalia's domain; it was as if someone painted vibrant red and pink colors all over the cosmos. Over nearby there stood her queen sized along with Amalia herself laying on it, except that her form changed once more, Ben couldn't make out what shape she took and instead walked over slowly to the bed to get a better view.

'Wonder why I'm here again, maybe this is supposed to happen more often now that me and her finally came to an agreement, but…I just wish her powers were restored fully so that she can maybe open up a portal to get me home.' Ben thought before realizing he was still in his clothes, his usual green jacket and jeans attire despite being in dreamscape mode

Just moments ago he had made love to another teenage goddess of this universe, so far marking it up to at least four including Circe, but Ben wasn't here to expand his harem despite unintentionally doing so. He was here on accident yet he would help Rex deal with this world's problems at least until he's able to return home to his lovers. Oddly enough the charm effect was recently discovered to also be a means of restoring Amalia's life force for her actual lifeline depended very much on it. Ironic isn't it? Circe, Breach, Kenwyn, and now Annie all fell sway to the charm and three of them perhaps fell in love with Ben himself. Even though he was keeping Amalia alive by willfully utilitzing the charm's mystic prowess he also felt like he was digging himself into a bigger hole with each new love interest.

'Maybe I'm just overthinking….it….' his thoughts trailed off when he came up close to inspect Amalia, but what he saw certainly caught him off guard; he was looking at the lithe semi-nude form of teenage Gwen. It was obviously Amalia in a different form but Ben felt as if it truly were his Gwen anyway, her soft lily pale body was draped within her flowing red form as she lay there like a goddess sleeping, but Ben felt compelled to draw himself in close to her sleeping face.

"Gwen…you have no idea how much I miss you…all of you…" Ben whispered to himself as if he were talking to Gwen through Amalia, after saying his piece he pressed his lips boldly against her own. On skin contact Amalia absentmindedly reached her elegant hands around his neck to further pull him on top of her, Ben accepted and began deepening the lip lock which gradually involved two tongues sliding against each other.

A faint pink aura slowly became visible around her body as she continued tongue wrestling with Benjamin, but she felt weak and gently nudged him off herself.

"What's wrong?" Ben asked looking into her eyes and just now noticing how tired she is, it was obvious right there that she needed more energy fed to her. 'Oh no!'

"I still feel weak…Ben…This world is taking a bigger toll on me than I thought…" She said weakly with a voice that directly matched Gwen's. Ben felt like his soul was aching at the sight of her in this state, he knew what he had to do, he just wasn't going to like it.

"I can help, but would 'that' way still be enough to sustain you?" Ben asked clearly worried for her health, his hands were slightly shaking as they held her own. She slowly nodded.

"Yes, but i suspect it would have to be more than one partner in order to produce enough charm mana to replenish my body." She suggested looking directly into his green eyes. He nodded instantly quickly placed a kiss on her forehead before disappearing from the subspace domain, Amalia held a smile of faith and patience as she lay down once again.

(End Dreamscape mode)

Ben opened his eyes and found himself spooning the blonde teenage girl named Annie, both were fully nude underneath the sheets and within enough proximity so that Ben felt his hardening member touch between her ample buttcheeks.

'Must resist..! Need to find another…!' Ben thought restraining himself and his manhood by quickly getting up and out of his guest bed and into some clothes. Once again he was wearing the casuals Providence provided him; which was a faded grey T-shirt and soft black pants. They were more like hospital clothes but they made do since most of his original clothing was tattered and torn up.

"I need to figure out who to 'bring in' in order for Amalia to live, I know Kenwyn might still be around but it is early in the morning and she might not even be stationed here right now. Crap." Ben said to himself as he left his temporary bedroom to pace around the area in search of his secondary partner.

'As kinky as it sounds it's actually to save a life, isn't that something.' Ben thought before bumping into someone, he was so lost in thought he failed to notice a familiar yet different girl standing before him; she was wearing a faded school uniform with red skirt and white t-shirt that had two lower holes on the sides beneath her arms. He looked at her face and his eyes widened in disbelief at the sight of a more feminine and more colored Human version of Breach staring back at him.

"Breach? Is tha-" Ben stood up and asked before he was cut off by the sudden embrace of the newly humanized Breach, her only pair of now normal arms wrapped around his shoulders as she deeply smothered her mouth into his.

The slight wrinkles under her eyes had vanished entirely, her skin was now a warm color, her posture was more upright and her mutated large arms were now normal sized with the absence of her two lower ones. Behind the now kissing couple stood a smirking Rex who was now dusting off his hands in a smug gesture and waiting for them to finish.

After a long minute and a half she let go with a dreamy look on her face, Ben was blushing now too and still in bewilderment as to her new appearance. "You look did it happen?" Ben asked suddenly noticing Rex stepping closer with a confident grin.

"Me curing her happened, monster guy. I have the ability to cure EVOs of their mutated nanites and turn them back to human, there are a few incurables I can't touch but Breach right there certainly wasn't one of them. She actually summoned for me and requested I 'Un-Evo' her…for your sake." Rex explained looking between the two and lastly at Ben.

"W-wow…you did that for me?" He felt his heart melt a little after hearing that as well as seeing Breach's warm loving smile without her hair covering her face.

She slowly nodded and spoke up once again. "Y-yeah, and by the way my real name is Briana." She said latching her arms around his neck again and pulled him into a lover's embrace where they just stood together looking into each other's eyes.

"Thank you…Briana." Ben said gratefully before the realization of what he had to do came back to him full force. He reluctantly brought his voice back up as he was about to ask something quite extreme of this girl. "Hey… do you remember that time we met in the forest?"

She blinked twice before nodding, truthfully the memory was tad hazy, but she indeed recalled having intercourse with Ben and shortly after witnessed Circe being double teamed by both Rex and Ben. She didn't mind, even though she was kind of affected by an unknown sensation, but she was sure what he asked next would certainly something like that day.

Ben turned to Rex and even more reluctantly asked the same question. "Do you remember? I know you recall you and Circe doing 'the doo' while me and Briana were."

Rex looked a bit perplexed and scratched his head in thought. A sudden image of him and Circe sprang up from the fog of his memory along with a similar picture of Ben having sex with Breach. "Now that I think about it, yeah I do…! What about it?"

Ben looked deadpanned and suddenly Rex's eyes shot open. "T-that was you..!" Ben nodded shrugging.

Rex was certainly freaked out, he didn't even think about why he remembered Breach and Ben in the same area doing the same thing he and Circe were doing, but what certainly startle him would be Ben's next request.

"I'm….going to need you and Circe to come with me and Briana." Ben stated much to the confusion of Briana and Rex. "It's important, doing this is going to save someone's life. In fact you might even meet if things go right."

Rex shook off his stupor and slowly nodded, Briana agreed by pressing her lips to Ben's once again.

"I'll go get Circe, but I certainly want an explanation now or I want it eventually." Rex said with a small smile as he shook his right hand in Ben's left.

"You'll certainly get one."


Circe arrived in ben's quarters with Rex in hand, the moment they arrived they witnessed in blushing embarrassment that Ben was 'preoccupied' with Annie the Blonde widow and Briana formerly of the pack, both of them standing together under the effects of a charm chain trance.

"Whoa! Porno scene…! Maybe we should come back later!" Rex was blushing profusely at the scene as it is his first time seeing Annie fully nude in all her glory, on top of that Briana was also undressing with the aid of the Blonde widow while Ben stand in front of them watching. Little did Rex notice was that each pair of eyes were faintly aglow with light violet energy, that included Circe who was standing next to him suddenly feeling 'heated up'.

Briana's white tattered school shirt was being slid off her slender shoulders thanks to Annie's hands, Briana looked more beautiful than ever before and this sight was certainly shrinking the constraints of Ben's pants as he watched it all. Rex however was unsure whether to back out of the room or stay still in stupor, but within a few seconds the faint pink glow reentered his eyes once more just like in Abyssus forest.

'This feels familiar…! Hold on… I remember now…!' Rex slowly recalled with wide open eyes as he shifted his view to Circe who was a breath's away from his face, her lips pressed against the latino boy's own as he felt images of a memory broadcast in his mind. 'Circe…I remember she and I did…well…crazy stuff, plus….oh gross…I shared with Tennyson when I was…uugghh!' He felt slightly disgusted as the memory of him pounding Circe in unison with Ben came to appear but it all felt melted away due to the charm's increasing effectiveness. Rex now saw all violet as he now wrapped his arms around Circe's lithe frame and pulled her deeper into the kiss they were sharing.

With that Briana's tattered uniform fell on the floor around her ankles followed by Circe's clothes as well.

With a couple of moments it all went into motion and Ben could sense Amalia's life force replenishing little by little as he was in reality guiding his hardened length between Briana's spread thighs.

"Uunngh!" The former EVO moaned as she felt the penetration of Ben's appendage immerse itself fully into her snatch. He held up her ankles over his shoulders as they all laid on the bed together, Annie simply went to his backside in an embrace lock so she could rub his chest anxiously and watch him thrust into Briana. The Brunette's hair cascaded her delicate face in sexual heat as Ben now began lightly humping his hips forward like a jackhammer into her tight womanhood.

Obviously under the charm's potent essence Annie remained to Ben's backside either cupping his buttcheeks or moving hand to his face to slide a finger into his mouth every so often.

Circe was fully nude with her lightly pale petite body fully shown to Rex who was now undressed from the waist down, his member sprung free of his boxer confines and anxiously hovered over Circe's closed ankles. Rex didn't know what was going on but was at least semi-aware of his deviant behavior, yet he was going to give in to love and lust when it came to Circe. He smirked and grabbed her knees to slowly pry them open thus revealing his moistening lightly haired pussy, she was on her back as well but would be very open to changing positions later.

Rex's form descended upon her and with a forceful shove following penetration he sheathed his meat into her snatch. "Huah!" Circe gasped and gradually reveled in the sensation before wrapping her arms around his back and wrapping her legs around his buttocks to lock themselves loosely.

"Circe..! This feels-" Rex struggled to speak until she cut him off willingly.

"-Incredible? I agree! Huah..!" Circe breathed as the gentle pounding of Rex's cock into cunt continued in a rocking and swaying pattern.

These two teens were on the soft carpeted guest room floor doing this while on Ben's bed Ben himself was switched to being the one on bottom as Briana aggressively was on top riding his length for all his worth. Needless to say he was quite turned on by her sudden aggressiveness; Annie was given several naughty ideas due to the charm's influence and joined with them in a rather unique position.

The blonde high school student got in between and presented her juicy pussy an inch from Briana's flustered face in an 'ass-out' type of form while Annie leaned her head down to capture Ben's mouth into her own.

"Hhhrrmmm." Briana herself moaned inwardly as her lips and tongue ran all over Annie's snatch being smothered against her face, she continued to sway her hips along Ben's meat and then alternated to grinding in circles thus sparking intense arousal from the boy. Briana herself felt like losing it all to climax, she had so desperately wanted Ben to cum in unison with her but that opportunity might slip by.

Annie sensed this and decided to change things up by removing herself from in between and placing herself beside Briana, she flashed a sultry look toward Ben hoping they got his attention, they did.

"Oh Ben…" Annie beckoned, the brunette boy heard this and tilted his head upward to see the bait Annie lured him with and when he did his jaw dropped. It didn't matter how many times or who was involved, seeing two girls make out wildly in front of him always spiked up his arousal meter, and that's why Annie was currently tonguing Breach's mouth very openly to Ben.

'Oh wow..! I never ever get tired of seeing that.' Ben thought in amusement as the blonde girl was in turn having her lips and tongue sucked on by Briana who was also putting her right hand down between her inner thighs.

Annie inwardly gasped in intoxication as she felt Briana's two main fingers slide into her pussy and slide back out in repeated pattern. They continued wrapping their tongues around each other and Briana continued fingering Annie's pussy as well as slamming her own tight passage onto Ben's cock. Another several minutes of this was enough for Ben to suddenly grip Briana's hips tightly and make one final thrust upward causing her to break away from Annie's lips and moan loudly.

"hooahh Benn!" She hollered out in orgasm while coincidentally feeling Annie's pussy clench and gush tightly on her hand, apparently the charm link unifies shared orgasm. Briana felt her vessel clamp and gush wildly on Ben's dick as it erupted like a volcano insider her; great globs of creamy semen spilled upward into her unprotected cervix quickly filling her womb up.

Ben's face looked strained as he continued cumming inside Briana, the said former Pack member looked to her side and quickly got an idea. She moved herself off Ben's gushing length and quickly guided Annie's face to where the 'volcano' was erupting, Annie got the idea and hurriedly opened her mouth in a bold deep throat of Ben's gushing appendage.

The blonde teen was surprised by the amount he had left and savored the taste of multiple globs of cum spilling into her throat. After a few more spurts he finished thus leaving his meat rod slightly softened inside Annie's mouth, she quickly licked her tongue around the tip of his cock before removing her head from his lap. Some of the white goo leaked out the corners of her lips and she quickly beckoned over to Briana who got the notion and wrapped her arms around the other girl.

They looked naughtily at Ben who looked only slightly spent and anticipated what they were going to do next; he wasn't wrong either, Annie opened her mouth wide open and displayed how much of Ben's cum she held in her mouth before currently drawing Briana closer in a deep French kiss to which his cum is being swapped.

'There are no words to describe how hot that is.' Ben thought right before he heard Rex groan loudly in the background along with Circe meaning that they came together with Rex's sword still sheathed within Circe's passage. 'Heh, those two remind me so much of Gwen and me.'

'Indeed they do.' Another voice piped up. Ben heard it and immediately turned to his left side to see the faint pink aura of Amalia being visible only to him. 'Amalia…how are you feeling?'

She was still in aura form but he could she was smiling sweetly at him. 'Much much better thanks to you. I had no idea this universe without magic could drain me so, but I'll fill you on the details later, Ben. Right now just enjoy the show.' She said before disappearing back into his subconscious. Ben looked to see Annie's sperm covered tongue sliding forward and around inside Briana's mouth thus smearing his manjuice all over their lips and cheeks.

'I know I shouldn't be surprised at this point but who knew the charm could bring out such naughtiness from the most mild mannered girls I've met.' Ben thought when seeing Briana and Annie remove themselves from each other and audibly swallow down the sperm they had inside their mouths. Briana lay down spent from so much energy being used up, Rex and Circe did the same and laid down together on the soft floor, but Annie wasn't done yet. She had yet to feel Ben's organ inside her this morning and she wanted to be satisfied even if that meant tiring him out even more.

"Ready for rounds two and three, Ben?" She looked lovingly into his eyes and leaned in for a deep tongue wrapping lip lock to which Ben gratefully returned. His arms wrapped around her lower back to cup her ample butt thus scooting her closer to himself, the two stayed like that and made out for several more minutes until Ben was hard and ready again.

Standing up he placed her in a frisking position against the wall and grabbed and squeezed her buttcheeks until his erection was ready for probing the 'second hole'.

"Are you sure about this? Won't it hurt a lot?" Annie asked clearly nervous about the prospect of anal sex. It was Ben's suggestion since he was feeling creative at the moment, but if Annie didn't want to do it then he would just take her the other way.

"If you don't want to do it then I under- mmphf!" Ben's mouth was covered by her lips before he could finish, it was an obvious 'yes' answer to him. When she let go of his lips she winked mischievously at him and stroked his hard on with her left hand. That was all the invitation he needed, she let go and palced her hand against the wall while Ben gripped her hip's left side with one hand and guided his meat to her rear with the other. Finding the opening he carefully yet forcefully nudged his rod deeper and deeper, Annie meanwhile grit her teeth and clawed the white wallpaper as she felt the fleshy intruder burrow deeper into her anus.

"Uuaahaha! Ben keep going!" She shouted pressing her breasts agains the wall surface as Ben's dick immersed itself little by little into her puckerhole until he was fully inside.

'Holy crap she's tight…! I've hardly ever done anal and now I know how much I missed doing this with the other girls.' Ben thought as he began bouncing his hips forward one jump at a time thus humping Annie's ass. Her mouth was agape and her face contorted to a mixed expression of both pain and intensified pleasure.

Ben pressed himself forward some more to the point where his chest stayed firmly against her smooth back, lifting his hands he moved to grab and squeeze her supple B-cup breasts while keeping his bouncing rhythm of slamming his dick into her ass. Her legs quivered slightly since she is still getting used to losing her anal virginity, but Annie would tell you it was well worth it. In and out again and again Ben's cock buried itself to the hilt with her tight anal passage. He was enjoying this form of sex and would most certainly attempt this with the girls back home when he returns.

This went on for several more minutes until Annie turned her face to meet Ben's in a passionate French kiss, she had been moaning within her mouth each time Ben effortlessly fondled her tits, he was talented at that, but all these combined factors of arousal soon brought her home.

Her body undulated between the wall and Ben as Annie's orgasm washed over her, her ankles twitched and her pussy gushed as Ben came along with her after one last thrust. He couldn't remotely bring himself to withdraw and instead filled her ass with multiple globs of cum.

"Wow…" Ben breathed and captured Annie's lips into his once again before lying down on the bed next to Briana spent.

Little did they know there was camera viewing all the action and recording every moment from the very beginning. After everyone fell asleep the recording mode ceased and the person holding the camera smirked like he won the lottery. "Just when I thought this place was boring and stiff, this happens. I'm so going to enjoy re-watching this later on, I just hope I don't miss out on more action." Bobo said

After sleeping off their exhaustion Ben once again visited Amalia in her subspace realm of his subconscious…

"How're you feeling?" Ben asked as he entered and to his wonder he saw Amalia in her adult form, which resembled a far younger Verdona, floating above him like an angel. Her long red hair flowed along with her red robes as if she really were an angel, she did appear very heavenly to Ben, she descended down towards him to capture him in a loving embrace.

"Fantastic! Thank you!" She said with glee as she wrapped her arms tightly around his neck as if they were longtime lovers. She tilted her head back and looked lovingly into his eyes with a sweet smile. "You had no idea how painful it was losing life force by the minute, I can't thank you enough, Ben."

"Don't mention it, you and I are in 'this' whole thing together, aren't we? Besides I care about you as much as I care about Gwen and the rest of the girls back home. I only wish we could get back sooner, I can handle this world's craziness but the risk factor for your health never stops worrying me." Ben said sincerely and received a light kiss on his lips from her.

"Well you'll be happy to hear this then; the moment I felt my life energy returning to me I realized I could strengthen my powers with excess life energy, point is it may be possible for me to open up a rift and get us back home if I acquire enough mana." Amalia said giddy with the prospect of getting back home to the universe of mana, magic, and of course aliens. She wanted to get back primarily to make Ben happy, he had been down and out sometimes because he missed everyone.

Ben's hopeful and excited face said it all, and instead of saying anything he just grabbed her face and pressed his lips onto hers once more in exhilaration. He let go reluctantly after two minutes of lip lock and felt giddy with excitement. "That's awesome news! But how can I 'acquire' more energy for you? I can't exactly keep seducing every girl I meet in this universe. I get enough problems because of that back home, plus I'm not too sure Rex, Annie, and Circe will be too thrilled about what happened just now."

"Relax, I'm sure they'll be accepting about it, well as long as you don't remind you shared the same girl back in that forest. Hehe." Amalia teased causing a flat panned look to come upon Ben's face. "Besides, it looks like Annie will most likely be in on it along with Breach, plus Rex and Circe truly love each other the same way you and the other girls do. I'm sure everything will work out. Have faith." Amalia said touching her forehead with his. After she said that Ben knew everything would be all right.

Elsewhere back in Abyssus…

Inside a laboratory somewhere the ruins of the palace sat the infamous villainous scientist named Van Kleiss, across from him a computer terminal to which he is currently contacting someone for a specialized assignment. When the screen static cleared there was a spiky haired silhouette that spoke with a British female tone.

"If you got this contact number then I assume you have currency to grab my attention. Who are you and what do ya want, luv?"

VK simply looked impassive and sat like the calculating evil genius that he was, he smirked then spoke up. "I have your finances and the task I need you to accomplish for me. Make no mistake it'll be well worth your efforts, especially since I hear you're one of the deadliest people on the planet."

"Got that right, luv. Now make with the job details, your time is running short along with my patience." The shadow said over the terminal.

"There is a target I need you to capture and bring here for me; he's a teenage boy wearing a green jacket and bearing a strange device on his left arm. I want him brought here alive." VK explained.

"Is that it? That job is hardly worth my talents at all, you bloke! If you want a kidnapping hire a mercenary, I'm an assassin and this task isn't worth my time."

VK held up his hand to calm her down. "you didn't let me finish, he is holed up in the very same providence base another 'world class' assassin operates in. I believe you are familiar with the sixth deadliest man on Earth, correct? The man named Six?"

The comm link stayed open and the shadow became quiet for a moment. "I'm listening, but the rest better be good."

"It will, I can't go anywhere near Providence without having swarms of troopers bearing down on me and my personal 'transport' has deserted us. You are an old acquaintance of Six and I believer it'll be easy for you to get in and take the boy out from under their nose, but he needs to be sedated or else he'll be trouble."

"What about him makes him so special? And how in the world would a little tyke give me trouble in the first place?"

"Let's just say it all comes down to that device on his arm, that's the source of his power and that's what I want to study."

"What about Six's little partner? The one with the robotics for limbs?" The shadow asked.

"If it's possible then bring him in too, but the green boy is higher priority. Bring him to me and the pay will be well worth it." VK said brandishing a metal suitcase filled with actual money.

"You got a deal, luv, but no funny business or else you'll be on the other end of my guitar. Tomorrow morning you'll get your delivery, over and out." The shadow buzzed and logged out leaving the screen blank.

VK simply sat there in the darkness with a sinister smile on his face. "Tomorrow morning, eh? That should give me plenty of time to practice…" He outstretched his mechanical arm with suddenly ignited a ball of sparking flames in his palm. "…this new power I have acquired. I am so close so very close to cracking the secret of these 'alien genetics.'"

Back at Providence base…

"So this magic charm mojo helps you 'charm' women into sleeping with you?" Rex summarized before shooting the basketball and missing the rim.

"I wouldn't put it that crudely, but short answer; yes. I don't try to use it for my own selfish reasons, ya know. it just sort happens at random." Ben replied catching the ball and shooting it up above the hoop and missing it. Ben was once again in his usual jeans and black shirt, the jacket he usually wore was too destroyed for repair, but Rex agreed to model him a different one based on his own jacket. Ben was anxious for it.

Bobo was somewhere in the background of the basketball court they were in at the Providence training room watching them fumble the basketball in amusement. "You missed!"

"Yeah thanks for the heads up, mister talking poo thrower." Ben retorted before picking up the ball.

"Oh you are so on my list now, monster boy." Bobo said smirking evilly while Ben passed the ball to Rex.

"So you're not mad or weirded out about you know…" Ben asked awkwardly after passing the ball.

Rex looked at him with uncertainty and slowly grinned. "Of course I'm freaked out, you have a superpower that involves sexing up girls around you. If anything I'm actually a bit jealous, but I don't care about all that as long as I have Circe. Besides I know what it's like to lose control, I can tell we both lost control when we both did the dew with her back in Abyssus. I hold nothing against you, man." Rex put on friendly smile and held out his right fist.

Ben sighed in relief and bumped his fist with Rex's.

"But fair warning; Circe is my girlfriend, try to seduce her and you'll get…" Rex said materializing his right hand into giant metal fist build. "…the giant metal punch treatment."

Ben chuckled and accepted. "Hey she's all yours, dude. I have no intention of stepping between true love, you actually remind me of myself and Gwen, y'know." Ben then adjusted his watch and with a slamming palm and green flash he turned into Humongasaur. "My ball!" the giant dinosaur intercepted Rex's shot and performed a slam dunk on the basketball hoop, thus absolutely crushing it in the process and leaving a cloud of debris in the air.

"Oops, guess I overdid it again, didn't i?" Humongasaur asked while Rex was holding his sides laughing uproariously.

Off to the side Annie, Circe, and Briana all stood watching the contest between the two in amusement while muttering comments and names about their goofiness.

"Boys." Circe hummed at the site of destruction where the hoop used to be.

"Go Ben! Destroy another hoop!" Annie cheered out.

"Hehehe." Briana simply giggled at Ben's antics as he got up and transformed into another alien; Diamondhead.

What had begun as a simply basketball game changed into a wrestling match between Diamondhead Ben and Giant metal fist Rex, the girls simply looked on and enjoyed the view as if it were a movie.

The day had wind down to night time dusk and Ben decided to sharpen his fighting skills by practicing in the training room alone, Rex had gone off with Circe on a date as a means to ignore the craziness from earlier as well as the Abyssus forest event. Annie had to go home, but left Ben her number as well as a promise to hook up again later on as official boyfriend and girlfriend. Briana didn't mind sharing Ben as she too deemed herself Ben's girlfriend, she truly loved him, having no place to stay she was given a guest bedroom as her quarters thanks to Rex's vouching for her. White reluctantly agreed and thankfully it was near Ben's room, she had some fun ideas but she was tired from her active day of sex with Ben and finally becoming human again.

So right now it was just Ben alone in the training room …for now.

"Time to go hero!" Ben slammed his palm down the outstretched dial and with a green flash Fourarms took his place. (Fyi: this version of Fourarms is based directly off of the Crossover version in Heroes united)

The training room activates automatically whenever prompted by the tenant, within seconds multiple death traps and swinging clubs along with compacting presses came into picture. Fourarms simply cracked both sets of knuckles and went to town.

From nearby against a wall of the area leaned a young woman who appeared to be in her mid-twenties, clad in all pink and dressed as a punk rock star, even her medium length spiky hair was pink. She was attractive in her own right and brandished her very lethal weapon on her back; a guitar. Her name wasn't known to anyone, she was simply known as 'Five'. (Fyi: wiki her up she's there and she's a cutie, even with that accent.)

Minutes passed and Fourarms had decimated another pair of swinging metal clubs that had gotten in his way, most of the set equipment was destroyed and he was ready to go another round until he heard a clapping sound coming from behind him. He turned to look and notice a pink outfitted woman walking towards him.

"Not half bad, I take it you're the 'wrist watch wonder' everyone's been spouting about?" She said in a friendly way even though her motives were hostile.

"Yeah, name's Ben, and you are?" Fourarms said not relinquishing his form, he knew there was something not quite right about this pink woman.

"They call me 'Five', I'm not allowed to dish my real name, luv." Five said crossing her arms with a smile. "I've seen what you can do and I gotta say I'm not impressed."

Fourarms glared. "Your point being…?"

Five simply winked and reached around for her guitar like it was a sword and reeled out ready for action. "I'm a warrior too, luv, and my point is; Impress me." With that she ran with unusually high speed and whipped the guitar upwards into Fourarms's jaw sending tumbling back a few feet.

"Ow! What the heck was that all about?" Fourarms didn't have time to complain when he saw the shadow of the punk rocker in the air nearing him and about to perform an overhead strike. He leaped to the side at the last minute leaving a seismic impact where she struck, the guitar didn't break but there was indeed an impact crater in the ground. "That is some guitar…and that is some chick."

Fourarms quickly went into battle and clapped all four of his hands together to deliver a shockwave blast at Five, she nearly dodged it but the sudden ranged attack caught her and tossed across a few more feet.

"Now it's getting exciting, let's dance, luv!" Five dashed over to Fourarms once again began swinging her 'axe' in wild yet precise strikes.

Fourarms successfully blocked and ducked several strikes but didn't see Five's left boot heading to his face. With a pow she kicked him which caused Ben to flinch momentarily, she used that opening to jump overhead and deliver a right angled downward swing with her weapon.

Wham. Fourarms used his top two arms to catch it in his palms before it landed, he smirked and then used his lower two arms to deliver a one-two punch combo to Five's abdomen which knocked her back.

"Not bad really, though having more arms is a bit unfair I say." Five commented readying her guitar once more.

"It ain't about the tools you have; it's how you use them." Fourarms said gesturing a 'bring it' gesture with all four hands.

"You're preaching to the choir, Red, now let's keep going!" Five said dashing again and this time dragging her guitar along to deliver a heavy blow to Ben's stomach and following up with a flip kick to his head and ending with another swing of her guitar but Fourarms grabbed it before it landed.

"Heh, haven't we already done this?" Five asked smirking.

Fourarms smirked back. "Yeah, but last time I didn't do….this!" Fourarms ended that sentence with grabbing her guitar entirely and breaking it into pieces with all four of his arms.

Five looked appalled and agitated that someone broke her 'axe' yet again. "Bloody hell! That one was brand spanking new too, you bloke!"

"Well it serves you right." Fourarms said tossing the broken pieces aside and transforming back into Ben. "I mean what kind 'friendly' stranger just suddenly starts a fight with someone she doesn't even know?"

"Tch, don't get all touchy now, it was just a sparring match, luv. Though I didn't expect someone to break my favorite instrument." She said putting her hands on her hips.

"Sparring match, right, next time a little warning would be nice. Now if you'll excuse me I'm heading to my room." Ben said walking to push past her, but she stopped him while possessing an all too friendly smile. "Yeah? What it is?"

Little did he know she was holding a syringe containing a very strong sedative that would knock him out for hours and she was about to prick him with it.

Amalia picked up on this and quickly went into action to alert Ben.

'Ben watch out!' She called as she watched from her subspace that she was inject that thing into an unsuspecting Ben and somehow he couldn't hear her. Only one thing to do!

"Aauggh! this..!" Five suddenly grabbed her head and then the area between her thighs as if it were lit on fire. She had dropped the syringe on the ground and Ben noticed the pink glow in her eyes as she looked at him directly.

'Oh no..! Amalia what is going on here? I thought we agreed…oh man… I'm totally feeling it now!' Ben thought in wild protest but soon succumbed to the effects of the unexpected charm blast. Soon his eyes were aglow with pink as well as hers, the british rocker gal looked at Ben with a predatory gaze and tackled him to the ground.

"You know...every gal likes it when a man plays rough. I liked it a lot when I fought you, now you'll like this, luv." She whispered seductively and leaned down to lightly lick his left earlobe while reaching her right hand down his pants.

'Oh man…I can't help it…but of all people it had to be this woman…Amalia definitely owes me an explanation later.' Ben feeling the soft skin contact of Five's hand pull his length out of his pants.

Her face cuddled against his neck and she began trailing kisses along it leading up to his mouth to which she savagely dove her tongue into. Ben felt compelled to suck her tongue in and enjoy the thrill of sex with an older woman again, his hands absentmindedly went to her chest and began squeezing and fondling her tits through her clothing.

Within minutes Five's top was tossed away along with her tomboyish pink pants, thus leaving her with nothing but her black bracelets on, Ben felt himself harden even more at the sight. The pink haired rocker then pulled Ben on top of her but in a different position than expected; his hips were just at her head level and she popped open her mouth then grabbed his hips with her hands. With a forceful shove from her hands Ben felt his cock forcefully invade her mouth, she was making him face hump her and she loved every second of it.

For Ben it was similar to performing a push up, only this was kinky sex, he had his hands pressed against the floor to keep himself elevated to a certain point while letting his hips thrust his dick into Five's slurping mouth.

'Oh wow…this is so good…so good!' He thought lost in lust and looked down below to see the pink haired head bobbing willfully back and forth, the experience was so new and so arousing that he felt he would lose it any moment now. The strength of her suction certainly wasn't helping his endurance either. Her dark lipstick covered lips along with her black choker and pink short hair certainly set a standard for a possible punk fetish Ben might share with the girls later, but at the moment he was feeling the dam bursting.

"Oh hell..! I'm going to lose it…!" Ben stammered and felt Five give one final suction strong enough and deep enough that Ben let loose globs and globs of gooey sperm down her throat without spilling a single drop. She like everyone else audibly swallowed, which only turned him on more.

With a plop he lifted himself off from her face and noticed a trail of sticky cum stringing from her lips to the tip of his dick.

All she said was; "More, luv. More."

With that Ben pinned her up against the wall with her left leg hiked up around his waist, her butt pressing against the wall surface, and Ben impatiently shoving his cock into her juicy cunt.

"Huuoooh! Yes that's it! Drive it farther, lad! It's been too long…too long!" Five called out as Ben commenced with the frenzied upward thrusting into her pussy. He held her up with his hands while her left leg remained semi-wrapped around his legs and her breasts were now being nibbled at by Ben's mouth. Five used her hands to press Ben's brown haired head further onto her tits while he pounded her, she enjoyed having her breasts pleasured a bit more than being banged vaginally and Ben was doing great at both.

Her right nipple was being sucked on and treated very nicely by Ben's lips and tongue, his length continued slicking into her wet opening with fervor and he wasn't letting up anytime soon.

Five enjoyed every bit of it all, it had been awhile she had gotten some, the fact that Ben unexpectedly brought this out in her only added more spice to the mix.

Soon both her legs were wrapped tightly around Ben's lower back as continued fervently shoving his moist yet solid member repeatedly into Five's pussy. Her face was at his neck lightly biting him in sexual excitement, her breasts pressed snugly against his chest, her body began undulating and grinding against him at the same time. Suddenly she removed her mouth from the teen's neck and yelled out as her pussy muscles clamped down wildly on Ben's meat.

'Here I come..!' Ben thought out in wild euphoria as he felt Five's tightening pussy on his meat thus causing another seed spilling climax which eagerly filled her up. Spurt after chunky spurt of semen spilled into Five's womanly depths and soon followed the collapse of the two on the training room floor.

Ben passed out along with Five, both were spent and sleeping, but suddenly the pink aura shadow image of Amalia arose from Ben's body.

"Sorry Ben, but I knew what she attempting to do. I sensed her intentions and I had to change that, perhaps she'll no longer have those intentions after this. It seemed like you certainly filled a need, hehehe. G'night, my sweetheart." Amalia said disappearing and leaving the two there and in each other's nude embrace.

In the morning…

"Oh good grief…" Doctor Holiday said when walking into the training and stumbling upon the sleeping naked forms of Five and Ben. "They don't pay me enough for this."
Chapter Twenty-Seven: Brothers in arms part six

By Auumaan

"So you came here on orders from Van Kleiss to capture the Tennyson boy? Tell me if I misheard, Five." The lean ninja like man otherwise known as 'Six' asked sternly with statue like resolve as he waited the pink haired woman's answer.

Five looked to her side briefly and nodded, Agent Six, Ben, Holiday, and her were all in the med lab after Holiday discovered the rocker assassin and Tennyson lying naked in the training space. Much to her utter embarrassment she had radioed Six as soon as they woke up, Five and Ben both were a tad red with embarrassment as they gathered their things and hastily redressed. Now it lead up to here where the green suited man in sunglasses waited to hear more from his punk rocker associate before currently whipping out his dual blades. Five made no move of her own and readily anticipated if he was going to strike her down or not, but someone objected to that notion.

"Wait, Six!" Ben quickly stood between the two before any moves could be made. "If she were really going to do what she said then I wouldn't be here right now. I mean c'mon she didn't make any moves against me…"

"I'm sure she did, but not the kind of moves you mean, am I correct?" Holiday commented causing Ben to blush a bit. Even she didn't think she would make a joke spontaneously as she did.

"W-Well my point is-" Ben continued until Six retracted his swords back into their sleeves.

"-Enough, I understand. The only reason I did take my weapons out was to see if she would retaliate or make an escape. Seeing that you did neither only proves Ben's point. You're off the hook, Five…for now." Six commented before adjusting his tie.

Smirking Five stood up and shook his left hand in a neutral friendly way. "Still as edgy as ever, aren't you Luv? I'm right and dandy with being in your crosshairs, I don't mind all that much…" she then turned halfway and placed her right arm around Ben's shoulders catching him by surprise. "…as long as I have lover boy here to keep my interest. It was only a job, but now I've lost interest in that contract and honestly even I don't fully understand why that is." Five said causing Ben to think about the Charm and it's relaxing effects it can have on a person; at times it may wipe away a person's negativity or ease their bodies into accepting more unusual decisions. This was further proof of that, and it got him was a pink haired assassin chick that just stated they were on a more personal relation of a sort.

"Happy to help, and… thanks." Ben said with genuine friendliness and kindness until he was caught by surprise by the pink haired woman suddenly cupping his face into her own for a hungry liplock.

Holiday looked peeved at the sudden impulse of the two and Six simply looked indifferent as they finalized their kiss leaving Five looking pleased. "get used to it, luv. You and me will spending a lot more time together."

"Get a room you two!"

Everyone in the lab looked to the source and noticed Bobo with a camcorder hanging off one of the ceiling fans watching them in amusement.

"I'm fine with that, but first…Six can I borrow one of your throwing knives?" Five asked eyeing Bobo like a target and the talking monkey made his way out of the room via open air vent.

Six inwardly sighed, he didn't expect the Tennyson boy to bring this much odd craziness to Providence since his discovery, but then again Rex brought about just as much chaos when he first arrived. Turning back to them he looked serious and proposed a question to Five. "What is Van Kleiss's plan and why does it include this boy right here, Five?"

She simply shrugged. "I didn't ask, he was a strange one though, he just told me this bloke here was 'important' for something, we didn't meet face-to-face and I just accepted the assignment. I broke it now that I've made up my mind what I want but I gather that nutter isn't going to sit easy with this."

Six nodded and looked back at Holiday. "This area might come under attack soon and we've just started rebuilding, I think it'd be best to have Rex take your sister Beverly back to your place."

Holiday nodded without hesitation and walked out of the room to find her sister and then Six turned to Ben next. "Those girls Noah brought with him need to get back to their homes too, go with Rex and escort them back. Providence can't afford to divert any soldiers at the moment and they would be safer with you two. Understood?" Six said with an air of authority and professionalism that even Ben had to admire.

'Reminds of Grandpa Max, except with swords.' Ben thought and nodded, he was about to head out of the med lab when Five lightly slapped his ass and winked at him on his way out.

"Really, Five?" Six asked with slanted eyebrows.

"What? A gal can't have some fun?"


"This is so fun!" Claire Bowman said riding on top of Jetray's back as he flew slowly yet swiftly over the highway, her friend: Annie was riding on the other side of the alien's outstretched arm wings. Beside them on the road in his 'hover cycle' build Rex was keeping up with Jetray while carrying another teenage girl that went by the name; Beverly Holiday. The girl had shoulder length dark brown hair combed to the sides of her face, her eyes were green and her facial features were exactly similar to her older sister doctor Holiday. She was cute wore a pink sleeveless tank top along with knee length jeans, she physically a young teenage version of her older sister. (Wiki her up and you'll agree she's cute, plus also gets some action in this chapter.)

Briana and Circe were still back at Providence volunteering with Lieutenant Kenwyn Jones on firearm practice along with martial arts training and medical study with Holiday. Circe nor Briana had homes to call their own yet and so they stayed in Providence base for the time being since defecting from Van Kleiss. Briana did it out of love for Ben and didn't mind the 'multiple partner' issue he had regarding his charm effect, Amalia did come in telepathic contact with her some time ago and revealed all. As long as Ben loved her back and just as much as every girl he's with, she didn't mind anything at all. The same could be said of Circe and Rex, she stayed because she was a runaway that was formerly of the pack, but because of Ben's help she lives under the same roof as Rex and it didn't bother her at all. Both teen girls felt they had to earn their keep like Rex did, so White Knight called for them to be trained in all forms of defense since they were living there now, not only did they have their reasons but also they trained in case VK may return soon.

"Think you're little flying fish form can keep up with me, huh. Watch this!" Rex called out to Ben before boosting his acceleration. Beverly held on tight to the cycle and to Rex's torso as to not let go.

"As wicked cool as this is I think you should slow down a bit." Beverly said being muffled by the rush of wind passing over them. Rex glanced back and nodded before reluctantly slowing down.

Jetray zipped back up front beside him with a confident face. "I can travel at high speeds too, mister roboto! Maybe even light speed, but let's save this contest for when we don't have passengers." Annie and Claire held on fairly easily but were nervous that their grip could slip.

"You're on, Ben! Machines move faster than wings, y'know." Rex added before slowing down some more along with Jetray. All three girls visibly breathed a sigh a relief as they slowed down and the sight of the city destination came into view.

"It's a heck of a coincidence that three of you live here in the same city." Rex said referring to Annie, Claire, and Beverly.

"Well Claire and I have been friends since grade school; we live in the same neighborhood and everything." Annie explained as Jetray slowed down to a walking halt. They appeared in a peaceful looking yet usual neighborhood that Rex recognized from the last time he was here to take Annie to the prom. Beverly dismounted herself from Rex's bike build and Jetray warped back into Ben after the girls removed themselves. Ben didn't notice it at first but Beverly kept looking his way in both intrigue and curiosity, Amalia's needs were filled for now so there was no need for her intervention, but nevertheless Ben was being eyed.

"Thanks for the rides, boys! Tell Noah we had a great time when you see him, actually scratch that, I'll tell him myself later on in a text." Claire said hugging Rex briefly in unison with Annie doing the same with Ben more affectionately.

"No problem, glad you two had fun, but you may not be able to come back to Providence for awhile. Van Kleiss is probably going to make another attack soon, y'know." Rex stated seriously and the two girls nodded. Annie briefly gave Ben a quick kiss on the lips before slipping him her number on a slip of paper. The girls entered Claire's house leaving the boys and Beverly standing there.

"Well I better take Doc's sister to her place then, want to come with?" Rex offered before materializing his hover bike build again. Ben simply shrugged unsure of what he wanted to do at the moment, but then an idea hit him.

"Sure thing, but first let me change into my favorite speed demon." Ben said before adjusting the Ultimatrix dial to pop up a familiar hologram. With a palm slap and a green flash Beverly and Rex saw a different alien from the ones seen before. It had a leathery and lean body, it's head was cone like and definitely alien looking, and it's feet seemed to be attached to some sort of biologically grafted black orbs.

"Meet XLR8, as soon as we drop the girl off we race, you on?" XLR8 dared leaving Rex smirking eagerly.

"You're on!" Rex slid his goggles back on and turned back to Beverly who had just now mounted the ride once more. "Where do ya live, beautiful?"

"A few blocks down and to the right, my sister's penthouse is right around there, but try not to speed too much on the way there, k?" Bev said with a small smile.

"That's a promise I may not be able to keep, let's go!" With that Rex sped off and a nanosecond later XLR8 blurred out of sight along the same path as his friend.


Standing on a cliff top alongside his two loyal cohorts, a long haired megalomaniac looked over the dark orange horizon of his land and sneered. Van Kleiss wasn't wearing his usual garb and instead seemed to be wearing some bizarre body suit similar to the one he wore when hunting down doctor Rylander. (Wiki it up, it looks cool and adds to the action.) He wore no connection tubes to nano infused soil since it didn't have that disability anymore, but to all his unsuspecting enemies he was more powerful than ever before.

"BioWulf, Skalamander." He called out and they both obediently came up to him.

"What's the plan?" Biowulf asked itching for a fight.

VK merely held both his hands up together and generated some high voltage lightning between his palms. "I've mastered what few genetic sights I gleamed from that alien's body and now I have a portion of its power. My own unique nanites are partially to thank for that, plus there seems to be no drawback to utilizing them either, but it's not enough. Evidently my alleged bounty hunter defected or failed which leaves me no other alternative but to take the boy myself, and with these new powers it shouldn't be too difficult."

"What's that kid got that makes you want to cut em up and experiment on him anyway?" Skalamander asked with its slobbering jaw.

"It's simple, my dear Skalamander; my own abilities increased exponentially since I incorporated only a small amount of that alien's powers into my bionic arm, but just imagine what I could accomplish if I could grasp that Tennyson boy's extraterrestrial watch. I'd be unstoppable…" VK was almost giddy at the prospect; both his henchmen nodded and stood by awaiting orders.

"We make our move now; one of my contacts has informed me that the boy is outside of Providence's watchful eye and in a city somewhere." VK said turning back to them. "Let's pay a visit, shall we?"

Back to Ben and crew…

"Why do I have to be the one to pay again? I wasn't the one breaking the sound barrier back there, no matter how cool that was." Rex commented licking his ice cream cone. Standing next to him was Beverly doing the same and sporting a somewhat pouty face, Ben also tasted his own frosty treat while the three walked around the nearby mall.

"Because you making a breakneck turn caused your passenger to land on her butt several feet away on some hard concrete, plus her sister would kill you." Ben commented but Beverly chuckled at the two.

"Relax you two, I'm no snitch, besides Rebecca's not temperamental unless you mess with her equipment. That's when she gets really scary, plus the ride was fun, all except for the landing hard on my butt part." Beverly said licking her cone again. "So you two can stop trying to sweeten me up."

"Okay…" Both Ben and Rex said in unison as they continued walking about inside the shopping area. They figured they should enjoy some time out in one of the wonders of the civilized modern world, plus the two felt as if they owed it to Beverly for their competitive craziness.

People were walking about in their everyday activities and minding their own business until –

A booming shockwave followed by a small explosion occurred near a wall of the mall, in that moment everyone snapped out of their pleasant routines and scattered in panic. People were running here and there and the two teenage heroes along with Beverly remained in their spots alert and ready.

"C'mon!" Rex said to Ben who nodded and followed suit, she tagged along with them to see what exactly was happening that caused such devastation.

Pushing past the scared people running by and the dust from the debris Rex and Ben came to the hotspot where they saw the ever so familiar duo; Biowulf and Skalamander storming into the place obviously looking for trouble. They weren't alone however; behind them were a handful of various EVO henchmen that worked for VK, apparently they were the same cycloptic ones that attacked Providence base the first time.

"I guess it goes without saying that there here looking for us, unless mutant lizards and cyborg werewolves go to malls now." Ben said with his hand at the Ultimatrix.

Rex narrowed his eyes in frustration and held out his hands to materialize his giant fist builds. "Well it figures, first time in a while I have a good day and suddenly it's a life or death scenario in the afternoon."

"Beverly you better stay back and get to somewhere safe!" Rex called back to the slightly scared girl, she reluctantly nodded and moved to a nearby location away from the battle zone.

One of the cyclop EVOs spotted the two boys and pointed them out, immediately both Skalamander and Biowulf locked onto them.

Ben dialed in another alien and slammed his palm down once more; a bright green flash resulted leaving Rath in its wake.

"You guys came looking for another beat down?" Rex taunted readying his giant metal fists as Rath pounded his chest once and cracked his knuckles.

"We came for him. Van Kleiss wants whatever secrets that boy possesses and we intend to make sure he gets what he wants." Biowulf pointed at Rath before flexing his razor sharp talons.

"Yeah well come and get it, poochie! Rath smash!" Rath exclaimed before stampeding out of his spot to charge straight to Biowulf.

A flurry of punches delivered to Biowulf's metallic torso followed by a flipkick to his head, the EVO went skidding across the ground courtesy of Rath. The cyborg werewolf got back up and raced back to engage Ben once more but with furious downward slash of talons. The battle went on in furious intensity as the two continued attacking and countering each other's swift movements.

"Watch your back, kitty kat!" Skalamander drawled before lifting his jagged rock arm up in an attempted barrage of crystalline projectiles, but-

! A heavy chunk of pavement slammed into the lizard's back sending it back a couple of feet and into a store window. Rex smirked and held up his Slam cannon ready for another shot, but a quick barrage of shards were sent his way which caused him to dodge to the side. Rex quickly took initiative and ran towards a still standing Skalamander and formed his 'Boost jump' feet builds during his now performed flying kick, another loud impact resulted and Rex had successfully drove the lizard man into the wall behind.

The pair of Cyclops EVOs took that opportunity to engage Rex with swinging their club like arms at him in poor attempts to strike him, but Rex was trained and trained well. After the last strike from the one on the right Rex used that opening to build a giant metal fist and send it straight into that very EVO.

With a thunderous impact wave he sent that creature into a wall of the mall's second floor. "Stttrrrrike!" Rex cheered right before seeing the other Cyclops EVO bearing down on him, during that very moment Rex also noticed Biowulf being tossed into the air and heading for the very EVO about to hit him.

With a crash the bionic wolf creature landed on top of the second Cyclops EVO with both of them being down for the count. Rex looked ahead and saw Ben's Fourarms alien form dusting all four of palms and walking his way.

"This area isn't safe; there could be more of them coming soon." Rex said as Ben changed back to his human form.

"I agree, the area is already clear of civilians except…" Ben nodded and looked around until they both saw Holiday's younger sister step out into the clearing.

"Beverly..! She's supposed to live around here and since it's already a madhouse-"

"Yeah, we need to get her back to Providence where it's currently safer than here." Ben said as she came near both of them.

"Totally agree, besides I think I wouldn't mind holding some weapons at my side like sis just in case." Beverly said causing curious looks from both boys. "What? I was trained by Becky thoroughly when it came to self-defense."

"So where does that leave these guys?"Ben gestured to the knocked out forms of the pack. Rex then looked his way and made up his mind.

"You take her back to Holiday, I'll keep these guys under watch until Providence sends some reinforcements to lock them all up. I got this." Rex finished smirking confidently, Ben nodded in agreement and bumped fists with him before adjusting the watch again.

With a green flash XLR8 came into view and beckoned for Beverly, the lean blue and black alien now carried the girl in his arms like he usually did with Gwen, his tail whipped up and his hind legs readied themselves. "If more bad guys do come here then save some for me, deal?" XLR8 said causing Beverly to roll her eyes and mutter 'boys' under her breath.

"Deal, now get outta here, skinny." Rex said when the speed alien sped out of sight and out of the mall's danger zone.

Rex stood in patience near the pile of defeated EVO henchmen with a small smile on his face that slowly turned into a frown, he looked down at them with suspicion and readied his right arm to materialize into his sword build. "That was too easy, it's never like that when fighting these guys." Rex said to himself and as if on cue; he heard a soft clapping sound coming from his far right.

"Well aren't you an astute one, Rex."

'I knew it…' Rex thought and looked to the direction of the voice and saw his most hated enemy in the entire world; "Van Kleiss, why am I not surprised?" Rex said looking at the power suit wearing mad scientist casually walk inside with an air of superiority along the debris from the large hole in the wall.

His ever present mechanical arm was there and it matched his odd dark brown suit, the same he wore when Rex thought he was dead last time, the same one he wore when murdered Doctor Rylander.

"Well let's have it; the wisecracks, the smack talk, and your usual devil may care attitude before we dance the same dance as usual." Van Kleiss said flexing his mechanical arm's metal fingers.

"Not really in the mood right now, VK, plus your overly positive attitude is seriously giving me the creeps. What is it that you're so happy about anyway?" Rex commented readying his blade.

VK merely smirked as if he were drunk on power and held up his mechanical arm. "Let's just say I've got a few upgrades I want to show off." After he finished his sentence his mechanical arm surged with bright yellow lightning as his other arm suddenly morphed into molten imitation of Heatblast's arm. Rex's eyes went wide as he witnessed his nemesis suddenly changed most of his body into variegated versions of themselves; his torso went teal with rock hard diamond like shielding covering it while his legs remained the same.

"I see you uh… got a makeover…" Rex commented in uncertainty of this man's new abilities.

"More than that I assure you, now then….let's have at it!" Van Kleiss said anxiously and thirsty for battle as he leaped in the air at Rex with a streak of lightning trailing his attacking arm.

Where Ben was at…

In a blue blur XLR8 found himself within Providence's parking lot with a slightly frazzled Beverly in his arms. "Could I bring a helmet next time you go that fast? That wind really kills my hair." She joked as he set her down and changed back to his human form.

"Sorry about that, the rush of speed gets me carried away sometimes. Ever ride a motorcycle?"

"I'm fifteen, but yes I kinda played around with one of the cycles here in Providence. I love going fast, and in case you were wondering; I didn't mind going that fast with you." Beverly said causing him to blush a bit, regardless of all that Ben's done and had done to him involving the charm magic he still can act goofy around girls sometimes.

"Spankin, now let's go see your sister and inform White of what happened back there." Ben said and she nodded as they both made their way further into the base.

Eventually they ended up in Doctor Holiday's med lab once again after they debriefed White Knight allowing him to give the order to dispatch recovery and capture teams over to Rex's location, the commander himself though seemed peeved at currently having to deal with the infamous news reporter; Diane Farrah. She and her camera crew had apparently used the right of freedom of speech to allow themselves in to get interviews from the Providence team such as White, Six, Holiday, and Rex, but evidently she was still here and annoying White Knight with her questions. Since Rex was unavailable and Six was busy it meant Holiday and White had to be in the spotlight.

(Wiki her up as well, she's a hot babe that's totally going into the M-rated parts of this chapter.)

"That newswoman will not leave. She's only been here fifteen minutes and nonstop she's been asking ridiculous questions, though I'm actually surprised she hasn't pried into more classified details of our operation." Rebecca Holiday complained calmly as she sat at her desk doing regular business on her medical terminal.

Beverly and Ben was in the room with her waiting for whatever it is they were waiting for, Ben was about to get out and head to the cafeteria until Rebecca swiveled in her chair to look in his direction. "Ben wait."

He turned his head back and wondered if she wanted to do more tests on him. "Yeah, what's up?"

She looked uneasy and avoided eye contact before opening her mouth. "I need to talk to you in a little bit, it involves your 'charm' augmentation and it's rather important."

Ben raised both eyebrows and wondered what could be so important regarding Amalia's magic, but nevertheless he nodded and walked out the med lab with Beverly eyeing him longingly.

'I think I may get rid of your nosy reporter problem for ya, doc. I just need a little bit of Amalia's help to do it.' Ben thought carelessly, for some reason he couldn't understand he was feeling lucky yet uneasy at the same time. He pegged it be Amalia's magic messing with him again, but before even thinking of removing a nosy reporter from the premises he had to consult 'her' before anything else.

And right on cue her spiritual image in pink mana presented itself in front of him while he was walking. The mana took form and shape and before Ben knew it he was looking at the fully adult and fully nude form of Amalia. Her long flowing red hair and Gwendolyn like face always aroused Ben to point where he had to restrain himself from grabbing her to ravish her body.

"Howdy, Ben."

"It's good to see you doing well, how are your powers doing?" Ben asked seeing her ghostly form hover close to him and cuddle around his neck.

"They're improving steadily, a bit more 'charm' induced escapades on your end and I can gather enough strength to open a rift to our own universe." She explained nestling her face next to his lovingly.

"Good to hear, I think I had a prospect in mind actually, some newswoman that's been pestering Holiday and White the entire time she's been here. I originally thought of an alien related idea but in this world not too many people are fazed by monsters." Ben said as he made his way downstairs to the main control room that was quite large and set with monitors for eyeing situations. That's where the newswoman and her crew were at questioning random Providence personnel.

"By all means, if it helps gets us home and remove the distractions of media from the place then all for the better." Amalia commented and winked before disappearing out of sight back into Ben's subconscious.

When stepping into the main control room where random providence troopers and personnel were going about their business, ahead he saw the sophisticated looking woman in dark red professional ware standing in front of the big monitor screen where White Knight was reluctantly answering her less important questions. She was a fully grown and beautiful woman with shoulder length brown hair and blue eyes, she appeared to be in Holiday's age range and apparently Ben felt himself growing an erection at the sight of her hoopskirt riding up a bit showing her pantyhose garters.

"For the last time; neither I nor Six is interested in having our relationship statuses broadcasted on your show. I can't leave my quarantine room much less go on a date so tell your viewers and fans than I'm off the market. And don't even give out my phone number." White said exasperatedly as the reporter jotted down some notes and signaled her cameraman to stop rolling.

"Excuse me, if you want answers to…well all your personal questions I got a few." Ben called out to her which only got him a glance from the woman. Her face turned sideways in noticing Ben and gradually a look of realization dawned on her widening eyes.

"Y-you're…the more recent secret of Providence that I've been hearing about!" Diane exclaimed calmly and approached.

"What?" Ben and White Knight said in unison.

"There was an information leak and I wasn't notified?" White knight asked dangerously, but Diane turned around to answering in reassurance.

"Oh no nothing like that, it's just that one of our camera crew's vans came across the sight of the 'anomaly' crashing down in the outskirts. We were there when we briefly noticed this boy was the one that was the anomaly and taken in by your men. We just want to ask him a few questions and we won't bother you with any more sensitive ones. Deal?" She asked excitedly.

White briefly looked from her to Ben and back to her again before sighing. "Very well, just get your interview and get out of here. I'm sure 'ET' over there wouldn't mind, the sooner you and your crew get your show's material he faster you go so we can resume operations without interference." White said with finalty in his voice before cutting the monitor transmission.

Diane stood there and looked a tad offended with his blunt rudeness, but she quickly perked up and turned on her heel to engage Ben face to face. "Now then shall we begin?"

"Uh…let's make this a private one without your whole crew watching me, it's kinda unnerving honestly." Ben said rubbing the back of his neck.

She mulled in thought and nodded to herself before gesturing to one of her cameramen to give her one of the more portable camcorders for the interview. "A private interview does sound more interesting anyway, let's take one of the rooms that White Knight offered for interviews when I first got here."

"Okay." Ben said as she led him while holding her camcorder.

When they got inside they shut the door and Diane locked as she set up her camera to record the interview as Ben sat down on a chair ready, but when she placed her microphone down she then looked directly into his eyes and surprised Ben with the sight of the pink glow in her irises.

'Wha..? The charm already activated without me knowing?' Ben thought after she placed herself down on his lap and placed her right hand around his neck.

'That was me…I got so excited I couldn't wait, so I 'mystified' this woman with charm heavy magic. Ironically enough she was already eyeing you like a piece of meat even before I began, hehe older woman definitely like you, Benji.' Amalia said telepathically from within his own mind and absentmindedly Ben reached his right up and grabbed her breasts through her business shirt.

Diane Farrah leaned down and captured his lips succulently into her own as the 'special interview' began…

Within a couple of minutes most of the older woman's business clothing were shucked to the floor as she walked around the room stripping slowly for Ben. He was still fully clothed and sitting in the chair while she treated him to the show, only her tight hoop skirt, her bra, and pantyhose with garters remained. Teasingly she placed her hands at the back of her bra which cupped her D size breasts eloquently; her back was turned to Ben as she fingered the lock strap slowly.

'Why does every woman I know do this…? They always tease with the slow undressing…!' Ben thought in sexual frustration when the tent in his pants formed at the sight of her shimming down her bra. It now fell on the floor even though her bare back was all Ben saw until she placed her hands on her skirt about to trudge it down but impatience got the best of Benjamin Tennyson.

He got up and got behind her which surprised her in a good way and cupped both her large breasts with each hand. She made a small sigh of pleasure as Ben began fondling them while pinching her nipples, Diane bit her lower lip and let him continue while bending over on one of the desks in the room.

Ben felt the lusty magic charge up his need for 'it', he then turned the woman over on her back and laid her out before him. She winked and moved her left foot to his pants, her shoe had come off earlier leaving her elegant legs only clad in pantyhose, letting her foot feel around his bulge sensually. Ben felt himself getting harder by the second as she continued pressing it against his hardening appendage.

Her face was written in bedroom lust as she moved her hands down to underneath her skirt to pull out her black thong from underneath and let it dangle off her right leg until it fell off. Her tight red skirt was still on and they both wanted it to stay that way as Ben fingered his zipper open to whip out his stiff rod for her to admire, in no time at all Ben placed himself on top of her and slid his length into her juicy snatch with her skirt scrunching up against his abdomen.

"Haah..!" She breathed as she felt the teen hero's meat invade her pussy canal, her legs stuck out and dangled in the air as Ben adjusted himself to her warm juicy sheath. Her hair tussled back a bit as he began driving his dick fully into her passage then slowly dragging it back out only to drive it quickly back in. He continued pounding her pussy with bouncing thrusts that caused her grip on his back to be tighter each time, this continued on while she mushed her breasts against Ben's face as a signal of what she wanted and she got it; Ben's mouth lightly nibbled and sucked in her nipples tastefully.

They kept at it for a little while more and moved positions to where Ben sat down on the chair again with her on top riding him like a stallion; in and out in squishy and juicy contact did her pussy envelop Ben's meat repeatedly. She placed her hands on his shoulders and began grinding her hips harder and faster, much to Ben's delight, and within minutes he felt her wildly convulse and shudder with his cock snugly inside her pussy.

"Hnngh!" Ben stiffened and gripped her buttocks tightly as his cock jerked wildly letting loose globs of cum into her snatch as it clamped down on him, milking it for all it's worth.

She hollered out in orgasm and rode it out on Ben comfortably before slumping down in his arms, after a few seconds she brought her head back up to suck Ben's mouth onto hers letting their tongues slobber over each other. They continued on like this until Diane picked herself up off of him with a light string of sticky cum trailing from her pussy to his length, she got on her knees and dove her head into his lap to swallow his entire dick into her mouth and throat.

"'re good!" Ben titled his head back and tightly gripped the armrests as she continued deep throating him. After a couple of minutes he was ready to blow and so he did, he cried out her name as his member once again let loose a torrent of cum but this time he filled up her throat instead of her pussy.

She removed her head from his lap and carefully gulped down the contents in her throat, she winked and smiled at him as she got up and redressed herself. Ben didn't feel like explaining everything to this newswoman but questions about what the sudden moment of passion were inevitable.

"I'm not going to ask what that was, I enjoyed every second of it and that's not enough for me. Sometimes two individuals who fancy each other just need to have at it with little reason needed, you don't need to explain, but I would like an interview with you." She said pleasantly surprising him as she put her clothes back on. Ben zipped himself back up, he never got fully naked and his only clothing was a black t-shirt and jeans, he missed his green jacket.

After he got up he pulled the woman into a loving kiss before sitting back down and letting her turn on the camera, Diane simply asked away and Ben answered everything that she asked; which were just questions about him and his origins.

He answered every detail since it was just about him and not about Providence, from the beginning of it all where he discovered the Omnitrix to fighting a maniac from the future. He finished off where he landed in this world thus concluding the interview leaving Diane very satisfied, in more ways than one.

After that it was only a matter of minutes for herself and her crew to gather their things and exit Providence, but not before leaving Ben her phone number whenever they needed another 'sexfriend' event.

Somewhere in the subspace of Ben's consciousness Amalia felt the surge of energy refresh her entire being as well as increase her abilities. 'Just a bit more and we can find a way home.' She said to herself within the pink subspace.

Ben came across the med lab again and wondered where Rex was, a communication would've come through by now if he needed backup or if there were more enemies to pummel. Worry building up in his mind he found himself intruding on a conversation between Holiday and her sister, the elder sibling looked his way and smiled appreciatively.

"Thanks for getting rid of that reporter, Ben. You wouldn't believe how personal her questions turn out to be." Holiday said shaking his hand. "By the way White says 'thanks' too. He's just glad she didn't get any sensitive intel on Providence and instead just got the 'interview of a lifetime' with the alien boy." Holiday said quoting the bold newswomen.

"No problem, you said you needed to talk to me earlier and said it was important." Ben asked as he sat down. Holiday looked to both Beverly and Ben before sighing herself and preparing to say something big.

"Ben…your little friend 'Amalia' has telepathically contacted both me and Beverly earlier this week." Holiday revealed completely surprising him to the point where he nearly fell out of his chair.

"W-wait what?"

Holiday nodded along with Beverly who shyly agreed. "I still barely comprehend how she came to be or why she started talking to both of us, but it seems that she's found a way to your home universe…and she needs 'our' help to do it. Not that I'm jumping for joy at that notion, but…"

Ben listened intently as she continued and green eyes connected invisibly to another pair of green eyes; Holiday was directly looking into Ben's very soul as she took a deep breath before speaking. "The moment you awkwardly hugged me I've felt a strange surge of many things go through my mind during that brief instant; the memories and sensations of the Doctor Holiday in your universe."

"Really…? That's unusual, I guess it's some sort of cross-universal thing." Ben theorized and Holiday nodded. 'It's also probably the result of the charm's mystic network connecting me to all the other girls, two different Holidays would've certainly crossed wires even though I never intended to use the charm on this Doctor Holiday. If the charm is universally connected to all the girls back home it's no wonder Amalia is so sure we can get home.' He thought before just now noticing Beverly's lovely face close to his. She was so close Ben felt the 'butterflies ' in his stomach motivating him to simply kiss her right there, he knew 'it' had to stop somewhere down the line but with everything on the line he had little choice. Plus she was clearly attracted to him the same he felt attracted to her, what difference did it make when you include Briana, Annie, and Five?

Feeling her minty strawberry scented breath on his cheek he resisted no longer and leaned up and cupped her cheek in his hand as they kissed deeply in front of the good doctor. Holiday wasn't fazed or surprised, Amalia had told her enough and lately Six has shown little to no attraction to her, she was frustrated by it and Rebecca was still only human. Humans have needs after all, this included her as well.

"My point is; those 'feelings' need to be purged and your special 'friend' has informed us that in order to get rid of them as well as help you find your way home; we need to do this. It seems like Beverly has started already actually." The older woman said smiling at the sight of her younger sister continuing her loving embrace with the Tennyson boy. She got up from her office chair and approached the two, tapping his shoulder she caught his attention and reluctantly he broke from Beverly's lips to look into Rebecca's jade green eyes.

"Make no mistake; I do want to live out that 'other' Holiday's feelings but this can't be a permanent thing between you and me, understand?"

Ben nodded and a genuine smile slowly appeared on her lovely features. "She's lucky, you know…to have someone that has that big a heart and still love her along with the others just as much as this 'Gwen' I keep hearing about."

"Yeah, and I'm lucky to have what I have, I honestly never asked for the 'charm' augmentation, but I have a responsibility to the girls now and i would do anything for them…" Ben added in sincerity.

Beverly's eyes went wide with the next sight she saw; her older sister Rebecca leaned down and pressed her lips softly against Ben's.

'I know it's sis, but this is still kind of hot…hehe.' Beverly thought before feeling the pink aura of the charm mana course through her body, her irises lit with a pink glow along with Rebecca's and Ben's…

…they all knew what had to be done and within seconds it began…

Clothes were scattered all over the floor including Ben's and the boy with alien watch sat back in a reclining office chair with Holiday sitting on his lap with her curvy body nude with grinding hips against his. Beverly was fully nude as well and sitting her ample butt on the desk with her legs spread before him, Ben took to pressing his face against her pubic area to lick and suck along her teenage clit. She had little to no pubic hair as she basically ground her hips against Ben's eager mouth, her sister on the other hand had now began pressing her D size breasts against his bare torso and continued to hump her pussy onto his length.

Ben enjoyed the skin contact of her mounds mushing against his chest and would comment if he weren't busy servicing Beverly's youthful womanhood. The girl had her hands grasping his head tightly as he continued; his lips kissed and licked her pussy lips before moving up to suck on her clit which caused her legs to jerk a bit with toes curled.

Holiday's elegant mature body was enough for Ben to be reminded of the joys of older women, her snatch was surprisingly tight as it slipped itself repeatedly on this cock, he would moan if his mouth was preoccupied at the moment.

"Ben…! Huaah..!" Beverly moaned out loudly nearing her climax.

Holiday was enjoying herself almost more than she was since the older sister was now gyrating her hips on his length thus taking Ben for a 'ride around the world'. Ben's body tightened a bit as he restrained his soon-to-happen orgasm due to Holiday's service.

Suddenly she began bouncing wildly onto his lap and took Ben even further into bliss, it was all so intense that he pulled his face from Beverly's now gushing pussy to hungrily pull Rebecca's face onto his lips once more. His tongue dove into her mouth with some of Beverly's womanly juices still on his tongue, Holiday tasted her sister on Ben's tongue while they continued tongue wrestling during her repeated grinding motion.

'This is almost too much…! Do I say that a lot? This is amazing!' Ben thought feeling the tightness of Holiday's pussy suddenly tighten even more followed by a loud moan. Her face was away from his and her mouth was agape in blissful climax that she now rode out with Ben still fully inside her.

In turn Ben gripped her hips to the point where it could lead to finger marks, Holiday did the same as her body convulsed and twitched in an intense unified orgasm with the teen boy underneath her.

Ben moaned out her name as if he were making love to the Doctor Holiday of his universe, granted there is little distinction aside from their first names, before feeling his hips dive upward with his dick spewing a hefty amount of sperm deep into her womanhood.

Her hair tussled about along with Holiday herself as she rode out her orgasm, her hair even became undone due to her constant shaking during climax. She was beautiful with her shoulder length hair down, Beverly didn't want to feel left out and proceeded to get Ben hard again by committing an act she never once thought she would do; she stood by her sister's side and grabbed Rebecca roughly before pressing her mouth to hers.

'Holy crap…!' Ben felt like he was seeing a remake version of Gwen's mom and Gwen herself doing the 'naughty incest' type of kiss that always turns him on.

'Staminas…veritas!' Ben heard Amalia chant out from within the subspace and felt himself harden back to full length with thankfully no pain involved.

"Mmmm, feeling frisky again, are we?" Holiday said after removing her tongue from her younger sister's mouth and looked at Ben in a naughty way. She picked herself up off of his lap leaving his fleshy tower fully erect and covered in her cum as well as Ben's.

With the fierce pink glow present in their eyes the two sisters looked to each other and nodded before slowly descending to their knees before him. The charm magic grants lewd imagination into its subjects as well as the courage to enact whatever hardcore ideas come to mind.

This idea was now in motion with both sisters pressed their moist lips on either side of his erect shaft and began kissing succulently before moving on to lightly licking it. Ben nearly destroyed the armrests because the treatment he was receiving caused his grip to tighten to extreme extent, the sensation of young Beverly's lips closing in on the tip of his dick combined with Holiday's suction like kisses on his shaft made him want to blow his load instantly. He held out of course.

Both girls were moaning inwardly as they continued sucking and licking here and there on his meat before meeting in the center to engage in another incestuous tongue kiss.

He watched in fully aroused and excited awe as the two sisters made out in front of him, several minutes went by and the girls laid on the lab table together with Beverly on top of her sister like a 'Holiday' sandwhich. Ben got up behind them and gripped his cock so he could carefully guide it into Beverly's juicy snatch.

"Nnnngh!" She moaned in pain as his fleshy penetrator pierced her virgin hymen right before burying itself fully into her cunt. "Ooaaahh!"

Ben ceased his movements and waited for her to adjust to the pain, after a few seconds she began grinding up against her sisters naked sweaty body thus giving him the signal to go for it.

His hands cupped her buttocks firmly as he plunged her pussy in fast repeat motion, the tightness of it was overwhelming at best and the lusty magic of the charm gave him the energy to go even faster.

The lab desk shook in accordance with Ben's thrusts into Beverly's snatch, Holiday herself simply wrapped her legs kinkily around her sister's lower back and enjoyed the sensation of their breasts squishing against each other. While Beverly was getting her sensitive area pounded by Ben's monster the two siblings held on to each other and kissed each other a few times during.

Minutes later Ben called out her name and shoved his hips into her rear one final time before letting loose another generous deposit of semen, this time into the fifteen year old Holiday sibling's womb. The charm would of course prevent pregnancies so Ben had nothing to worry about when he doesn't pull out, the girls grinded against each other in unified bliss as Beverly came to orgasm due to Ben's own finishing thrust.

Both Beverly and especially Holiday felt like all the troubles in the world melted away around them as they laid together naked on the medical table, Ben pulled his dick out of Beverly's cum filled sticky cunt and laid back to rest on the office chair.

"That was…fantastic…huff..huff…" Ben panted spent near his daily limit.

Within subspace Amalia overwhelmed with raw mana power as her body became stronger and more capable now. Her powers were enhanced and suddenly her face contorted in alarm before speaking to Ben telepathically.


He blinked awake when he nearly drifted off to sleep as Amalia's voice sounded off in his head.

'We got trouble! Actually it's more like Rex is in trouble! Get to him now!' Amalia said clearly worried and Ben shot up from the chair to redress himself. He looked back at the girls and placed a soft sweet kiss on Beverly's right cheek before dashing out and locking the lab door so no one would stumble upon them.

'Crap I knew something was up! Why didn't Rex contact base though?' Ben thought dashing down the docking bay and pressing his dial down again to ignite another green flash.

XLR8 came to be once more and without hesitation he sped off out of Providence.

'My guess is his communications must've been jammed. He must be in danger! I can sense it that way since my powers increased.' Amalia explained as XLR8 hurried to the mall area.

Where Rex at…

Clutching the left side of his ribs painfully Rex, whose clothes were tattered and very battle damaged, struggled to get up on both feet. Nearby there were knocked out soldiers littered about as well as decimated Providence tanks, standing before them all was Van Kleiss in the same shape and form as he was when battled Rex earlier.

"you want to know what the funny thing is, Rex?" VK asked in a cocky way as stood over some debris near where Rex was struggling to stand.

"I have only tapped twenty five percent of the power in these 'Alien genetics'. This was more like a field test but it was satisfying none the less. Ordinary augmentation wouldn't be as potent if I hadn't recognized all your move sets from out past battles. You really need to change things up a bit once in a while, like me." VK said approaching Rex with a flame covered left hand ready to strike.

"Hey, freakshow! Think fast!"

VK looked up and in the reflection of his eyes he saw Cannonbolt's armored shell heading towards him at high speed ready to devastate.
Chapter Twenty-eight: Brothers in arms (Conclusion)

By Auumaan

'Only in the arms of another can a human being truly feel safe.'

With a crushing impact that generated a loud shockwave Cannonbolt collided into an unsuspecting Van Kleiss head on!

"Ggggngh!" The mad scientist struggled against the round alien's rolling form as it continued pressing against the ground with VK underneath. After a few seconds Cannonbolt unrolled and dislodged himself from the crater he made that shown Van Kleiss crushed against the ground seemingly unconscious.

"How you holding up over there?" Cannonbolt turned and asked Rex who was nearby in a slightly battered state.

"Oh you know; peachy as can be, and yourself?" Rex responded with slight sarcasm as he staggered to stand on his left knee.

"Hang on, I'll hel- wwowaahha!" Cannonbolt was interrupted with a stream of blazing flames erupted from underneath him like a volcano. The heavy alien was tossed by the fire blast into another part of the wall near them thus crashing a large portion of it.

"Ben!" Rex was now fully alert and battle ready, his view darted over to the crater where he saw Van Kleiss himself stand up from the crater in the ground while dusting himself off.

He whipped his head lop side to crack his neck in stretch as if he just got up from a nap. "Is that all you two got?" He said arrogantly as Rex generated his fists into giant metal ones again.

Cannonbolt stirred from the wreckage in the wall and looked down at VK's standing form with an annoyed grimace.

"Let's see you stand up after I hit you some more!" Rex shouted out before dashing at him ready to attack, but VK was two steps ahead and tapped his gauntlet several times before his body was covered in green electricity.

'Green electricity? How many powers did he unlock!' Cannonbolt thought affronted that this maniac had tapped into the powers of some of his alien heroes.

In a speedy blur VK moved with speed similar to XLR8 and surprised by appearing in front of him so soon, a rock armored left hook came up and collided with Rex's stomach knocking the wind out of him!

"Oooffh!" Rex was halted in his attack by VK's strike and then was hit again in the face by the 'Diamondhead styled' right fist of the said scientist. With a large pop sound of fist punching face Rex was sent back until he landed against a nearby lamppost.

Van Kleiss was grinning at his handiwork while watching Rex weakly get back up but before he could make any moves a sudden burst of ice energy shot out and engulfed him!

Rex turned his head to see Ben's 'Bigchill' form floating near his side firing a strong ice blast from its mouth. Van Kleiss's body was being covered in ice like he was turning into an actual iceberg, when the attack ceased he was covered completely and apparently immobilized by ice.

"Took quite a beating there, you okay?" Bigchill said gliding over to Rex, who was slowly getting his second wind.

"Hey taking a pounding just another of my many talents, I'll be okay, just need a minute for Biometrics to get back up." Rex said standing with more balance in his stature.

A sizzling sound could be heard and both teens looked to see the ice prison VK was trapped in suddenly melt hastily.

"Oh come on already!" Rex shouted in frustration as the ice burst out from within with melting ice chunks spraying everywhere.

Bigchill was the first to act and flew hastily over to deliver an attack to the now irritated Van Kleiss, but at the last moment VK used XLR8's speed again to quickly grab Bigchill by his neck and blur right by Rex to grab him as well

"aaggh! Let go!" Rex struggled as well as Bigchill as he continued using speed to drag them along the pavement creating gradually destructing gravel right before tossing the two of them like garbage bags!

Rex quickly generated his 'metal boots' and landed safely on his feet while Bigchill simply flipped himself backward before touching the wall with his feet and bouncing back to quickly retaliate.

VK couldn't react in time to activate any alien powers and attempted to swing at Bigchill's now ghostly form, but not with the results he wanted. The alien's specter form phased through his cybernetic arm causing it to short circuit wildly out of control right before Bigchill's left fist smashed into VK's face.

The losing scientist was sent tumbling across the ground, he tried to get back up in a hurry but was too alarmed at the state of his 'arm'. "No no no! What have you done?" Van Kleiss roared in anger right before he saw Bigchill gesture over to Rex with a smile on his face.

"This! Slamcannon a go go!" Rex shouted with his armed cannon build firing a chunk of pavement at high speeds which slammed into VK devastatingly as it sent back skidding across the ground some more.

A green flash occurred nearby and soon a large shadow loomed over the staggering scientist who was now in full alarm as he witnessed Ben's unused alien form 'Waybig.

"He lines it up and….." Waybig said pulling his large right foot back and swinging it with full force at VK like he was a football!

With crushing impact Waybig's foot rammed into Van Kleiss and sent him into the skies. "…it's good!"

No point of destination was known by either of the boys but all they knew was VK was hurled far far away from the city, maybe into another country perhaps.

"Now that is a winning kick." Rex said smiling when VK was out of sight, but his frown returned when he felt that wasn't the end of the intrepid scientist. He knew it time and again that VK always had a trick up his sleeve and was never truly gone.

The biggest green flash yet illuminated the area as Waybig changed back to normal sized human Ben standing beside Rex.

"I probably sent him into space, but I get that look. You think he's not down for the count, right?" Ben asked seriously. Rex looked to him and nodded.

"Yeah he's one of those villains that's seemingly defeated for good, but then they make a comeback with a new evil plan and a thirst for revenge. "

"Preaching to the choir, dude. You wouldn't believe how many times I thought Vilgax was dead for good an-!" Ben was cut off when he noticed Rex was doubling over in pain. "Rex what's wrong?"

Rex was holding his stomach in pain when he looked up. "I guess old 'trench coat' did more damage to my insides than I thought. We need to get back to Providence so Doc can take a look."

"I agree, lemme just dial in some transport." Ben stood back up and adjusted his watch again. The hologram displayed Jetray, with a palm slam the green flash resulted leaving the skinny black clad speed alien it its place.

XLR8 carefully picked up Rex and zipped out sight and across town.


The glare of the small flashlight annoyed Rex a bit, but he made no complaint. On the medical examination table he lay in his usual shirt and pants while Doctor Holiday went back to her terminal for more analysis data.

She made no mention of the recent 'fling' she and her sister had shared with Ben, partially because she had no wish to make that public knowledge, but also because nobody needed to know. Amalia had convinced her to take part in it since it was the only way to purge her mind of her alternate universe counterpart's feelings regarding the boy, even so her heart did not belong to the boy like it did her 'other self'.

"You're biometrics are indeed low, but that's the least of it. Your body has a high endurance threshold but Van Kleiss did indeed damage some of your insides with those attacks you mentioned." She said now taking her concentration away from the monitor to look at Rex. "It's nothing fatal or serious, but I don't recommend you take in any extreme actions, Rex. You could jeopardize your recovery if you take risks right now." The medical professional finished, Rex nodded and thanked her before picking up his jacket and walking out.

Once he came out of the medical office he found Circe leaning against the wall with a smile on her face waiting for him. "Hey, Rex. I'm back from Providence recruitment camp, but I heard you were hurt. How are you feeling?" She asked with genuine concern as she placed her gentle hands on his torso.

Rex blushed a bit and grinned. "Much better now. Feel like going for a bite to eat?"

She nodded and went to his side to take his arm as they walked out. "Of course, but no Mexican food this time."

"Awww c'mon." Rex complained in amusement as they headed out together.

Meanwhile Ben was sitting on his guest bed of the guest room he stayed in, around him were all the girls he had 'been with' standing here and there ready to listen to him. The girls were; Annie, Kenwyn, Five, Briana, and lastly Beverly. Amalia was telepathically linked to all of them at the moment just so they could talk things out, no charm magic was being used since this was just a discussion.

"Well, we all know why we're here then, right?" Ben asked breaking the ice, a few of the girls had no idea but most simply nodded.

"This isn't easy, but you all know Amalia, she's at full power now and able to rip open the way back to my home."

A wave of mixed reactions went around the room but before anyone could protest Ben held his hand up to continue. "She says the only way to do that is to go back to the point of origin; in this case it's the same place I landed in when providence found me. There's a nexus point there where she can utilize its power with her own to connect our worlds temporarily and make a pathway home for me, but apparently the portal is also shrinking gradually day by day. So that's why this night is my last stay here at Providence, I wish I could have a better way of saying 'goodbye' or even take you all with me, but you all have homes and lives here in this universe. I don't want to take that away, I've 'shared' so much with each of you and I'll never forget a single one of you ladies, I'll always have a spot in my heart for each of you. I know this isn't exactly how any of us expected our 'multi-relationship' to end and if you want to hate me for leaving, I sure won't stop you. So therefore tonight is my last night here, if anyone has anything they want to say then by all means…" Ben finished with a breath of relief.

Beverly had a small forlorn look on her face along with several of the girls, but one by one they each raised their heads with different expressions and looked to each other before nodding in unison. Kenwyn, Annie, Five, Beverly, and Briana all knew what they had and wanted to do.

"Hm?" Ben pondered before they all got up and close to him, he saw Beverly got up close and was the first gal to cup his face and lower her own to his in a searing steamy kiss.

The other girls stood patiently for half a minute until she pulled herself off leaving a flushed look on his face, Beverly stood with her arms crossed confidently and smiled to him before signaling the girls.

"!" Ben's excitement meter kicked up several notches since as of now all five females began undressing; Annie was unbuckling her jeans, Kenwyn was stripping out of her uniform, Five removed her guitar and her pink top, Briana kicked her skirt off, and Beverly pulled up her blouse over her head.

"So are you ladies doing what I think you're doing or…?" Ben was cut off with Five smothering his face against his lush breasts, getting the idea he moved to have his mouth suck and nip on her right nipple. While he was occupied Annie and Kenwyn started trudging his jeans off little by little to release Ben's erected length from its confines.

His eyes went wide when he felt Annie's soft pink lips and Kenwyn's smooth dark lips succulently kissing either side of his member, he wouldn't voice his arousal since his mouth was busy sucking Five's breast.

"All good things had to come to an end sooner or later, we all knew that, Ben. So we decided along with your ghost pal Amalia that all five of us would just have one last fling with you before you returned home. This universe is our home and we all something binding us here. Just so you know; you'll always have a place in our hearts too." Beverly explained as she removed her capris along with white panties. She was fully naked as well as Briana, Five still had her bottoms on while she ground her hips against Ben's torso while the 'Fellatio' girls servicing Ben still had some clothing on.

Annie continued moving her tongue in circles along his shaft while Kenwyn simply the lower part of it softly to jerk him off. The brown girl's mouth also kept busy with lightly sucking the tip while the other two girls stood by his side as he continued fondling Five's breasts.

After a couple of minutes it all went into motion…

Currently it was Briana's turn and she was on her hands and knees feeling Ben's hard length sliding into her snatch, the girl's black hair was sweaty mess along her forehead and her tits jiggled with each strong yet gentle thrust. While he was banging Briana Five and Kenwyn took turns in taking his mouth for tongue swishing ride, Annie and Beverly were simply keeping busy with tonguing each other in a sixty nine position while patiently waiting their turns.

Ben hadn't known it yet but Amalia had them all currently linked in a 'charm resonance' chain to increase stamina all around and keep Ben hard even after climax. She didn't need to get involved since they were doing this entirely out of love and will, but that didn't stop her from kicking back within the subspace to watch the whole thing like a movie.

Annie's hips bucked a bit over Beverly's face when the brunette had begun sucking on her clitoris while diving two right hand fingers into her pussy. Beverly herself had her thighs clenched just a bit around Annie's pert blond head as she tongued her pussy out. If Ben weren't currently busy sucking on Five's tongue he would've seen them and come that much closer to losing it inside Briana.

Kenwyn stood up from her knees to give him a view of slightly haired snatch right before pressing it against his face, getting the idea he now began kissing her pussy lips before sliding his tongue inside in a swirl of joy and pleasure. Five pouted a bit when Kenwyn took her action from her, but she shook it off with a lecherous grin and stood up as well.

Taking Ben's free left hand she guided it to her inner thighs and manually inserted his index finger into her womanly folds. The older woman bit her bottom lip in a pleased smile as she continued shoving his finger into herself, he popped an eye open and looked to see what she was doing while continuing his service on Kenwyn's delicious brown womanhood.

Seeing Five control his hand made him decide to finger the pink haired assassin on his own and surprised her by suddenly shoving another finger deep into her pussy.

"Ooooohhh you cheeky bastard! Keep going!" She hollered out and let Ben continue his hand's work on her snatch.

Briana bounced her hips eagerly against Ben's hips while he multitasked, interestingly enough he was able to perform these three tasks while keeping his fast paced rhythm of shoving his meat into her.

Now he switched from tonguing out Kenwyn's pussy to Five's, in turn he used his right hand to finger and play with her womanhood as he did with Five. Briana's breasts jiggled more as she arched her back a bit before hollering a great loud cry of ecstasy, that's when Ben felt the ever so tight feeling of vaginal muscles squeezing to suck the cum out of his member.

He moaned within Five's lap while clenching his left hand on her butt when he came like a tidal wave inside Briana. Her body undulated and bounced against his body during her continued orgasm, glob after glob of milky spunk filled her up nearly completely.

Feeling her weight slump off of him Ben removed his face from Five's inner thighs to look in awe at his rod that was still surprisingly hard and full of 'ammo', Kenwyn looked down at it and bit her bottom lip anxious for the opportunity. Before she decided anything she looked to Five, who nodded her approval, and moved herself to Ben's erect meat.

"I think it's time for you to lie down now, luv. Just enjoy the ride from us now, we'll be taking over." Five said huskily before gently shoving him to lie down on the bed with Kenwyn getting on top.

"Uuuaaah!" Kenwyn breathed hard as she dropped her bottom onto his hips letting his fleshy tower burrow itself to the hilt inside her juicy pussy. Quickly undoing her ponytail to let her long dark brown hair fall freely she began grinding her hips back and forth with his cock snugly inside.

The bed creaked with Kenwyn now moving her hips faster with taking Ben's length inside; Briana was down on the soft floor with sperm oozing out of her pussy hole ready for more action. An action to which Five was eager to acknowledge since Annie and Beverly now came over to the bed to join the fun.

The British pink haired assassin arranged the former EVO girl into a position where she sat on her face to let the cum drip out onto Five's mouth and tongue. Briana steadily held her ground on the floor as Five ate her out, since her teenage snatch was full of Ben's cum if felt that much better when someone was sucking up the contents of her pussy. Five's tongue and mouth were being smother in white gooey substance during her continued service, a tongue would delve in and lick around inside tight pink flesh and scoop out more semen like it was ice cream.

'If only Claire were here, I think I would get even more excited if I made out with her right here with Ben, but it's a good thing she hooked with Noah. I bet those two are doing exactly this right now.' Annie thought as she placed each of her knees on either side of Ben's head before dipping her juicy cunt onto his face, she was in a reverse position so she could hold onto Kenwyn while Ben drove into his swirling tongue into her youthful snatch. Beverly simply watched and unknowing to the rest of them she had set her nearby camcorder to record all the action to watch later. Right now the camera was recording Kenwyn riding Ben like a stallion while Annie bounced her hips against his face.

Back and forth the mocha skinned girl moved her body in sync with Ben's upward thrusts, the pink glow was faintly lit in everyone's pupils including her own, with it the sensitivity was heightened during all the sex. Her body was glistening with sweat made from lovemaking which now led to her body suddenly shuddering in excitement as her orgasm washed over her.

She hollered out loudly in euphoria until Annie grabbed her head to smother her lips against her mouth letting her tongue worm around her own thus keeping her quiet, but really the teen blonde did it out of sexual excitement.

Kenwyn arched her back finally and let her climax do its work along with cause Ben to let loose another gush of cum inside. This time it was the brown Providence trooper that felt Ben's seed flood into her pussy, into her womb, granted she wasn't scared of getting pregnant it was still a rush of sexual ecstasy for her when he cums inside. After a few more twitches and undulations she ceased her orgasm and slumped to the side of the bed with a satisfied smile on her face as well as a trail of white goo seeping out of her cunt.

Ben's member deflated a bit but still retained it's hardness, even he had limits, but he wondered how was he supposed to satisfy the needs of the remaining three girls. What if they also wanted second and third rounds? 'I'm only one man, who has more than ten girlfriends back home, and who has to satisfy the needs of these five women.' Ben thought feeling a little drained, the sight of the ever so green Ultimatrix from his side gave him an idea. "Lightbulb."

Beverly walked over with swaying hips as though expecting her turn on the 'Ben ride' to be nigh, but Ben quickly removed himself from Annie's pussy and from the bed to stand up proudly.

"Ben?" Beverly asked in wonder.

"What'cha up to, Luv?" Five asked bringing herself out from under Briana's thighs with cum dripping down her chin.

"Just having an idea go to work for me, trust me on this, girls…you'll thank me." Ben smirked and adjusted the Ultimatrix to pop the hologram of short grey alien with a big head. With a palm slam he activated the watch resulting in a green flash, after it had died down 'Echo-Echo' stood in his spot.

'So cute!' Annie beamed at the sight of the short alien.

Echo-echo then suddenly replicated himself into five more of himself thus making it a total of six, each of them then adjusted their chest dials left to right several times before simultaneously slamming down on the chest dials to make a collective display of green flashes.

Each girl's eyes widened in complete and utter surprise when they saw six Bens naked before them, all looking exactly similar to the original; who was the only one still wearing a watch as opposed to the duplicates who simply had chest dials on.

"Bloody hell I like where this is going!" Five exclaimed when noticing the lecherous grins of each Ben that all had rock hard erections ready for action.

"I had no idea you could do that." Beverly said in surprise to Ben Prime in the middle, her arousal peaking up.

"I sort of thought of it on the spot, they each just extensions of myself, plus this way I can literally be in six places at once." Ben Prime said before issuing the mental command to his duplicates to go into action while he himself went for Beverly one-on-one. Kenwyn and Briana also noticed this and were ready for round two, they were alert and ready as they left their respective spots to join the party.

(FYI, I kinda took the idea from an episode of UA where he split himself into three, the use for sexual escapade using this idea kinda derived from collective Naruto fanfics. Enjoy.)

"Mmmph! Mmmm…" Annie moaned when she laid down on the soft floor as one Ben clone mounted her face and shoved his cock gently into her mouth while another held her legs over his shoulders while he currently slid his cock inside her virgin ass. She cringed a bit at the newfound sensation, her anus stretched according to his size but eventually she got used to it and enjoyed having her second hole stuffed by him. In and out he began his pattern of pounding her ample cute ass while the other Ben clone lightly humped her face.

Five was bent over on the bed as one Ben clone carefully guided his erectile meat into her pussy, feeling the surprising tightness of her more mature womanhood constrict his cock the clone Ben fully immersed himself to the hilt resulting in her grabbing the bed sheets tightly. "Ah yes…! That's it…! Ah!" Five moaned loudly as the Ben clone now humping her hips in a bouncing back and forth pattern, the older woman's pussy was tight and her light skin along with her punk rocker theme certainly excited Ben and his duplicates. The bed began creaking some more now.

A Ben Clone had Kenwyn pinned against the wall making out wildly, Ben himself was connected to each of them so in turn he experienced and felt whatever his physical extensions felt, and right now he was feeling really really good. Her tongue moved in and around the Ben clone's mouth wildly while her left leg hooked around his butt to pull him closer. Even though her face and her mind was distracted with tonguing out a Ben clone she felt her vaginal entrance being penetrated by the Ben clone's stealthily guided cock. She mewed as the appendage now burrowed its way fully into her causing sexual heat to flush throughout her body, Kenwyn now had both legs up and dangling around his backside as he now began thrusting upwards into her tight brown pussy.

Briana was busy having her mouth being stretched by swallowing in a Ben clone's length all the way to her throat. She was on her knees and he was sitting in one of the room's chairs with her head in his lap. She made some gagging noises every time she pressed herself to far down, but maintained a steady pattern of bobbing her head up and down on the Ben clone's dick. Her pussy was still a tad creamy from earlier but this time she just wanted to make love to any Ben and that included having his length down her mouth ready to burst. He held her head with both hands as she kept bobbing her own head and making loud slurping noises while she did. It wouldn't be long till he let it loose inside her mouth.

The original Ben was kissing Beverly romantically nearby on the soft floor, his right hand was busy playing with her pussy while his left fondled her breasts, his member twitched hard and ready for action. The two teens wanted to simply make love and not just let sex dominate this moment, the hormones spoke for themselves however, and Beverly was eagerly stroking Ben's hard on as they continued frenching. After a few more seconds they decided to proceed to the main course; Ben sat upright and guided the teen girl to sit in his lip frontward so they can keep making out with each other. Feeling his meat pushing into her tight fleshy passage until her hip pressed up against his Ben held onto her tightly as she wrapped her legs around his back.

"I am going to miss you, y'know." Beverly whispered adjusting herself to Ben's length inside her moist passage.

"I know, I'll miss you too, but for right now…" Ben whispered back and then grabbed her butt cheeks tightly with each hand. "…let's just live in this moment." He pressed his lips to hers again and let her tongue roll around inside his mouth along his while his body ground against hers in blissful intercourse.

Repeatedly sliding his member inside her tight passage Ben steadily gained momentum and increased pace of their lovemaking, she sat in his lap while his member drove itself repeatedly into her snatch. Their mouths were occupied with each other's tongues and their bodies though sweaty harmoniously clung together with Beverly's breasts pressing against his chest comfortably.

All around the room there was hardcore sex actively happening for perhaps the very last time with the same person, but all the girls would savor the memory for years to come. Meanwhile in another room of Providence Base a certain Latino nanite user was pressing against Circe within the confines of his own room. The two teens had retreated here shortly eating out, they didn't know it was the charm chain resonance that had just brought their frisky side. Rex was still mostly clothed with a completely naked Circe on top of him, riding him like a stallion.

"What the heck do you think that noise was?" Rex wondered with little consideration as he pinched Circe's nipples, the tight juicy confines of her pussy swallowing his meat still kept his focus though.

"Well I think I know, what with all the noises and the sheer volume, but who cares about that? This right here is way more important and worth paying attention to, don't you agree?" Circe said seductively licking her lips. Rex rapidly nodded and ignored the noises down the hall and continued shoving his hips upwards into Circe's tightness.

Back in Ben's room the Ben based orgy continued on with a couple of the girls coming close to their finish; Annie and Briana were going to be those two.

"Mmhpp! MMmmm!" Annie inwardly moaned out in orgasm as the Ben clone that was face humping her felt his end at the exact same time. Feeling her soft pink lips close down on his member so strongly and suddenly the Ben clone made one last shove of his meat into her mouth before letting loose globs of sperm down her throat. Her eyes shut in a gleeful smile as she swallowed down the white goo eagerly during her climax, her pussy convulsed and squirted out several times while the other Ben clone that was screwing her ass felt his release and decided not to pull out. Her toes curled and the floor beneath her became moist with her fluids as well as the semen seeping out of her anus after the Ben clone's orgasm. She was filled in both her anus and her stomach thus leaving her spent and tired, resting on the floor she was left with a satisfied smile while both Ben clones stood up and received mental command to join in on two other parties.

Briana's head was bobbing faster and faster on her Ben clone's saliva coated manhood, while she actively continued her fellatio on him she had also been fingering her cunt fervently for the past few minutes and now she was close. Making one final shove of her fingers into her own cunt she came right there with the Ben clone's meat in her mouth doing the same, spurts of cum spilled into mouth and down her throat while her pussy convulsed and squirted all over her right hand. The Ben clone moaned his appreciation as he kept filling her mouth up with his essence, after a few seconds he stopped and Briana laid back down on the ground spent and ready to rest. Her ben clone however wasn't done yet, he received a mental command like the other two and knew where to take part in more action. Getting up he went to where the pink haired woman was getting screwed doggy style, one of the other dupes that had finished with Annie came over with him to join Five in some hardcore group fun.

"!" The pink haired English woman noticed a Ben clone on the other side of the bed holding his erectile rod in front of her face, she noticed it was the one that had just finished up with Breach and now he wanted more. She looked over to see another unoccupied Ben clone, the one that had done anal with Annie, come over and place himself on her backside prodding her anal opening with his hardened tool.

'Oh bugger! That spot hasn't been touched in yeeaahaarr…!' Five was interrupted from her train of thoughts when she felt her tight rear hole being slowly filled up by that particular Ben clone. Her grip on the sheets clenched tightly along with her teeth as she adjusted to the feeling of having her anus filled up male appendage. The pain quickly subsided and she found herself smiling in sexual excitement since as of now she found rekindled her love of anal sex. She turned her head back to the two Ben clones that were plowing both her sensitive pleasure holes and encouraged them to go faster, but when she moved her head back she found her mouth suddenly being invaded by the other Ben clone's meat. The look of surprised that dawned on her face faded and was replaced by one of reciprocated bliss as she closed her eyes and let her head bob back and forth on this third Ben clone's penis. Her face was blushing pink and her body was heightened to a new level of sexual excitement due to having her mouth, her anus, and her pussy taken by Ben replicas all at once. In a matter of minutes the pleasure would be too much for her, but she was certainly enjoying it greatly. Grabbing the hips of the Ben clone face humping her she urged him to thrust into her throat faster, which he did with gusto.

Meanwhile Kenwyn was taken by surprise when the Ben clone that was holding her above the ground with his sword sheathed inside her signaled for the remaining Ben clone, the one that face humped Annie, to come up behind her and shove his tool in her anal tunnel.

"Hooarrgh!" She moaned loudly when feeling the Ben clone's length slid into her anal passage, the brown girl wasn't used to it and ended gripping her fingernails very hard into the Ben clone holding her up. He flinched a bit but eventually she softened up her grip and apologized after feeling the pain in her rear fade away almost instantly. The charm's magic may have had a hand in easing that pain since it did possess unique abilities that adhered to lovemaking, Kenwyn had the 'bedroom eyes' once more as the pain turned into pleasure when she the sensation of being double stuffed peaked her sexual activeness again. She was as if she were the chocolate filling of a sandwich and the cream soon to come would be inside both her sensitive fleshy tunnels. Both Ben clones were thrusting into her in pattern so as to not touch each other's genitals while banging her, the girl enjoyed it immensely and rubbed her body against both of them eagerly as they piston thrust in and out of her.

Ben himself was busy laying on top of Beverly romantically making out with her like there was no tomorrow, they were still 'joined' on the soft ground with her legs locked around his butt while he shoved his meat into her in a strong hit-n-go pattern. All around the room was fully of steamy sex and soon the unified charm chain would allow them all to synchronously climax at the same time, the Ben clones would only let loose when Ben prime let's go inside Beverly and that was soon. After nearly fifteen more minutes of nonstop sex Ben felt Beverly's hips tighten on his length and her legs hiked up before twitching several times as she cried out in orgasm.

Ben grit his teeth as the girl tightened her arm grip, her leg lock around his back, and most of all her pussy muscles on his meat. He made one mighty moan of climax before shoving his hips into hers one last time before feeling the milky contents of his nut sack drain into her teenage womb. At that very same time the charm resonance synchronized with all the other Ben clones and girls in absolute unified orgasm.

Kenwyn hollered out loud and felt both her pussy and ass fill up with cum, Five had felt her throat taste gushing amounts of sperm as all three Bens that were pounding her came inside her ass, pussy, and mouth all at once. Lastly Ben had pressed himself tightly against Beverly's lithe body as he finished depositing a generous amount of semen into her pussy before passing out along with her on the soft floored ground.

All the girls were left on the bed, though all five of them barely fit, while Ben prime adjusted the Ultimatrix dial to flash morph into Echo-echo again.

"Well boys that was fun and all, but we got a schedule to keep." Echo-echo prime said in his stereophonic voice.

The Ben clones slammed their hands down on their icon chest dials before flash morphing back into Echo-echo dupes, they each possessed a faint green aura around their bodies as they re-merged with Echo-echo prime thus making him complete again. With a green discharge Ben was human again, now he was clothed in his casuals with the exception of his favorite jacket, he walked up to the bed and placed a gentle kiss on each of the girls before walking out of the room for last time.

In an thirty minutes time Rex met Ben on the docking bay with a farewell present for him, Rex himself was a bit disheveled and unruly in appearance thanks to his fun with Circe earlier, but right now both boys had friendly yet serious faces on.

"Here, I had Doc whip this up for you since your old jacket was shredded beyond repair. I know that us heroes need these things to keep our signature awesome appearances." Rex said holding a brand new green jacket that in nearly every way was different and identical to Rex's.

Ben had stars in his eyes when he saw it, the green leather surface was the same as his old one, but the designs and trim were more trendy and identically the same as Rex's own red jacket. Where there was red there was instead green, the orange trim lines were black, and even number 10 patch was back on there in the same spot as before. Ben slowly took it into his arms and wordlessly whipped around to put himself in it.

"Wow…I …thanks! This jacket is way better looking than my old one, even the designs are different. Tell Holiday I said 'thanks' with 'mucho gusto'. Much appreciated, pal." Ben said holding out his left fist leaving Rex to smile and bumps his own fist with it.

"Don't mention it, but please get off the sap train already. And I thought Six was bad." Rex joked and both of them laughed for a little while before Rex generated his 'wings' build along with Ben morphing into 'Jetray' and took off into the skies away from Providence base. Destination: the point of origin where Ben was found.

It would've been a little more natural to say 'goodbye' to Holiday, Six, White, and Bobo, but they were busy people and Ben felt it'd be a little too awkward for his liking. Considering all his escapades at the base he wondered why White didn't boot him out sooner, but nevertheless he had to go home while the window of opportunity was still open and they understood that. He made his 'goodbye' very special to the girls and felt Holiday wouldn't have her own goodbye from him, sure he regretted dragging her into the array of sex and lust but it was necessary to power Amalia in order to reopen the gateway home. If she understood the feelings and memories of her universe counterpart then Ben knew she wasn't mad at him, the titillating thought of getting both Holidays from his universe and this one together for sexual congress was still in mind though.

The destination wasn't far and they reached within reasonable time and distance, Rex's build could only take him so far but they made it to the crater sight where Ben landed.

"So this is where they found you, huh. Were you in giant dinosaur form when you landed because that's a big dent in the ground right there." Rex commented.

Jetray changed back into Ben and walked around surveying the scenery. "Yeah, I think, otherwise I wouldn't have survived the impact. Never thought I'd lose my memory or that Kevin 11K's body would land in Abyssus."

"At least you have your memory back, I'm still kind of working on my amnesia at the moment, but It's not too much of a hassle, but about that alien corpse…" Rex went on as his face turned into a frown. Ben noticed and waited for him to ask.

"He was some psychotic alternate version of my friend that existed in a parallel future; he was strong and actually pretty frightening to fight. You don't think Van Kleiss is really gone, do you?" Ben asked quite weary.

Rex shook his head. "He's never gone when I want him to be, if anything I bet he's making a move right now. Those alien genetics he tapped into need to go or else he'll be even more trouble to the world."

Ben nodded in agreement. "Got it, I think I have an idea on how to clip those super powered 'fangs' of his, we ju-!"


The ground shook alarming both of them in battle ready positions; fissures in the ground appeared and out came jagged green rocks that aimed for Ben and Rex.

"Move!" Rex quickly generated his wing build and nimbly air rolled out of the way of the pyres attempting to skew them. Ben did the same with ease after transforming into Rath, soon the pyres stopped and nearby they saw the very same mutated scientist they were just talking about.

"Van Kleiss…should've figured as much." Rex muttered as he came near and noticed he was quite battle damaged as he came closer; rips in his suit here and there along with a limping walk, but what made Rex wonder was that his face was as blank as can be.

"Lemme tell you something, Van Kleiss! You come back for round two you'll get another Rath smackdown followed by a Rath throwdown! Wait was that the same thing? Ah now you got me confused, you jerk!" Rath ranted wildly. Rex slanted his eyes in disbelief when he heard his large tiger friend just confuse himself, but he noticed VK didn't say anything and maintained the same zombie like expression. His bionic arm was still there and it was glowing a strange yellow glow.

'Something's not right…' Rex thought before he felt Rath stampeding by in a mad rush towards VK ready to fight!

"Ben wait! I think he's-" Rex was interrupted when VK suddenly emitted a monstrous dark yellow light that blinded everyone briefly before hearing a loud punching sound.

"Aaarraggghh!" Rath tossed back past Rex and landed headfirst into the rocky ground.

"!" Rex looked back after the yellow flash faded and noticed Rath getting back up shakily, he appeared to be alright but the wind was knocked out of him, but when Rex looked back his face was mixed with shock.

Whatever humanity VK used to have was gone now, no one was sure what had happened, but now it seems the deranged villain had mutated into something that nearly completely resembled Kevin11K's monster form.

The head possessed some of his trademark long hair yet it was still flaming beast skull, his torso was the same as Kevin11K's except with a few changes that included 'Diamondhead' spikes on his back along with two large arms with two smaller arms. The larger arms were a mix of Heatblast and Diamondhead's powers; both were diamond armored with bio-organic flames covering the fists. The lower arms were one 'Fourarms' and one 'XLR8, both of them surging with green electricity belonging to 'Megawatt'. The hind legs were regular monstrous legs with no discernible augmentations visible, but Rex knew to stay wary of any of part of that monster's limbs.

Rath changed back into Ben so he could select a different monster for the occasion, needless to say he was frightfully shocked and ready to fight this new atrocity that stemmed from Kevin11K's cells.

"Ben break it down! You're the expert on all things alien, what happened and how do we stop it?" Rex called out when he generated his giant metal fists.

"If I had to guess I'd say the cells he supposedly 'mastered' have just taken control of his entire body, Kevin11K's DNA must;ve been very unstable and very powerful to begin with. If we could've seen where his robot arm went then we might depower him!" Ben called out right before the monster mutated VK aimed all four of his abnormal arms at him to fire a steam of green electricity!

With a green flash XLR8 quickly came to be and at the last minute he blurred out of sight! The green lightning struck the ground with devastating results that nearly imploded the land beneath.

In a zig zag line of pure speed the skinny blue alien outran VK's lightning blasts and quickly saw an opening to which he used to speed in front of the said monster. Raising his sharp talons and moving at high speed XLR8 slashed through the wind to cut down on VK's torso, but-


Streams of green electricity encircled VK's entire body and electrocuted XLR8 before repelling him with such force that sent him skidding across the ground.

"I guess hand to hand won't work, let's try shooting chunks of rock then!" Rex generated his slam cannon quickly. The canon loading device scooped up a large of chunk of ground and fired several times.

The monster VK noticed and reflexively deflected each projectile that came at him, he destroyed each one with fists and stampeded over to Rex who was still firing. With a mighty leap the beast jumped into the air and aimed its landing for Rex.

"Whoa whoah!" Rex quickly undid his slam canon and jumped out of the way of VK's landing, the impact shook the ground greatly as Rex rolled away from the target zone.

"If we can't get close to him then how are we supposed to beat him?" XLR8 said standing beside him.

"Well at least we don't have to worry about him outthinking us, there's no brains in that brawny form. We need to figure out how to take away the alien powers he controls, wait-what was the idea you were going to say earlier?" Rex asked looking to Ben for answers. XLR8 wanted to answer but looked hesitant, casting one look at the rampaging form of monster VK heading their way he decided to spill.

"I have an alien that could've wiped his system of the alien DNA he stole, I figured since he was made of nanites it would be an easy job to, but it required getting to that 'arm' of his. Since he's like that now there's no point in that plan anymore." XLR8 explained before him and Rex both dodged away from the thunderous hammer fist monster VK performed on the spot they stood just a second ago.

Rex's eyes widened as though a light bulb ignited over his head. "Ben distract him for a minute! I think I got this figured out!"

XLR8 looked at him like he was crazy and reluctantly abided before speeding around VK's slow moving monster form. "Going too fast for you? Want to stand still right here, ugly?" he continued to taunt the raging Kevin11K clone before stopping in one spot entirely with his leathery rear facing.

"Come on! Twenty points if you hit the speedy blue alien." XLR8 coaxed before waving his butt arrogantly, the thing is it worked too well.

"Ggggrarraggghh!" Monster VK roared clearly enraged and surged with green electricity that streamed out of his arms at XLR8.

"Uh oh!" With a quick dash of speed the blue and black alien moved out of sight before lightning struck the spot he stood on. Even lacking his unique speed VK was able to keep up with XLR8 like a lion hunting down a cheetah.

Meanwhile Rex slid his goggles on and turned one of its special functions, these were a special set of goggles that were equipped with thermal, nanite, and microscopic vision modes. Switching it on to Nanite vision he viewed Vk's large form infested with unstable nanites, he zoomed in and located the source of the mutation; the core unit that VK had implemented the alien DNA into. It was melded into the deeper part of his body, but given the right means Rex could shut him down.

XLR8 was busy running for his life as VK continued firing and swiping at the blue alien, the hulking monster then suddenly stopped entirely and roared as though something else was coming next.

"Huh? Why did he—oh crap!" XLR8 looked on with mouth agape in wonder and alarm when the diamond pyres on VK's bulky back emitted orange red energy that fired upwards like a shower of red laser blasts aiming down on XLR8.


XLR8 wasted no time in speeding out of sight as the shower of energy projectiles rained down on him like it was a meteor shower of death, zig zagging left to right he barely avoided the spread blasts. VK kept firing the barrage in continuation which will eventually tire XLR8 out if nothing is done.

Then out from the blue Rex leaped into the air down on VK's distracted form with his sword build swinging down! With a painful impact followed by a slashing sound the orange metal blade chopped through the stubborn diamond pyres on VK's back thus ending his attack.

The monster roared in pain and retaliated with furious swipes at Rex using all four of its mutated arms, but Rex made his next move first by jumping onto its chest and placing his hands on the chest in an attempt to 'cure' it using his nanites.

"Almost there!" Rex grit his teeth as he struggled to stay connected, his plan was to command VK's nanites and degrade him back to human form so he can remove his 'cybernetic arm', but the monster noticed what he was trying to do and began crushing him with the weight of all four arms!

"Aaarggg!" Rex struggled to break free, but the strength VK was putting out was too much.

"Rex!" XLR8 hurried over to his location and changed back into human form so he can select a certain other alien he figured he'd try out on Rex earlier. The hologram of a favored 'Galvanic mechamorph' popped up and wasting no time Ben slammed his palm down once more, a green flash erupted leaving 'Upgrade' in its wake.

Rex noticed the new alien as he tried breaking free, but Upgrade was quick on the initiative and moved its fluid form over to merge with Rex.

Like a rebirth of a dying phoenix Rex felt immense power flow through him, his body from the neck down was covered in a black/green power suit that felt like a second skin, he even felt his nanites reacting to this combination in a positive way. Suddenly monster VK wasn't so strong after all…

With a burst of enhanced strength Rex broke free of the crushing hold and generated a metal right fist, which enhanced by Upgrade, became bigger with spikes and green/black tech that smashed directly into VK's monstrous face. The force of the blow was strong enough to stagger him back several paces leaving Rex bewildered in a very good way.

"What just happened?" Rex asked until Upgrade's head bulged out from his right shoulder. "Ah don't do that you're freaking me out!"

"You've been upgraded, my friend. Build something." Upgrade suggested and Rex obeyed; generating another large metal fist build. The metal fist came out bigger with spikes added along with black/green techno style augmentation.

"Sweet! I have the plan, you have the power,…"

"Let's do this!" Both Rex and Ben said in unison before he donned his goggles and generated two turbo jet engine builds for wings. With a launch he rocketed from his spot and engaged in battle with monster VK.

Here there his enhanced builds cut through every attack VK threw at him, a larger laser augmented sword build devastated his flame covered diamond arms, an energy enforced quintuple-slamcannon fired missiles at his armored chest plate which left him vulnerable.

VK didn't sit well with that and returned fire with another wave of rock pyres sprouting out beneath them, only this time he added another lightning strike at them when they flew up to the sky.

'Too slow!' Rex/Ben thought when the green thunderbolts rained down upon them, they easily dodged each strike due to having those turbo boosters on their backs. 'Let's try something new then.' Rex/Ben thought before generating his two metal fists, with the enhancements they were still bigger and more powerful, but also capable of another feat thought by the duo. Like shooting missiles Rex/Ben launched his detached metal fist builds down with rocket thrusters attached, with an explosion they made contact leaving VK staggering to get back up.

VK opened his beastly jaw wide open to fire a large stream of 'hellfire', but instead of flying around it Rex/Ben decided fly straight ahead into it using the enhanced sword build again. Like splitting the flames themselves the heroes united sliced through and finally struck the beast in a part of the chest that Rex wanted to hit.

"Gotcha!" Rex/Ben yelled out as he felt the sword pierce the hard exterior, he struggled to push it in further until he hit- "There! Found you!"

With a final shove he breached the 'core' of the cybernetic augmentation that gave VK his alien genetics.

'We hit the sweet spot!' Ben said in Upgrade voice inside Rex's head, they both felt the core shatter thus triggering an almighty roar from the VK beast until the fused hero felt as if a bomb were going off.

'Run run run run run!' Ben said in alarm as they removed the blade and flew away from the semi-nuclear explosion that resulted.

When the dust settled only Ben, Rex, and an unconscious humane Van Kleiss remained in the somewhat battle damaged landscape. Both teens were human and separate again and noticed the cracked smoldering remains of Van Kleiss's augmented arm nearby.

"Well it looks his means of alien transformation is permanently kabut." Rex commented standing over him with Ben crossing his arms.

"Nobody likes a cheap knockoff, be sure to tell him that when he wakes up." Ben said grinning triumphantly.

"You betcha." Rex replied when a swirl of pink and green energy above caught their attention. It was a large mass that soon shaped itself into a tunnel like shape.

'There! The bridge is connected, but only we have a few minutes.' Amalia said from within Ben's head. He cast more look at Rex and nodded.

"Got to go now, huh?"

"Yeah, this is your world and your story. You are the hero here, Rex, i however am needed back home. there's an alien doomsday threat literally every other day. Plus I have over ten girlfriends that are probably worried sick about me." Ben spoke before holding out his right fist again.

Rex smirked. "You are a lucky man, but I sure don't envy you if you ever get dragged for clothes shopping or have kids with every one of them." He held out his right fist as well and they bumped knuckles one final time before Ben started slowly walking into the tunnel of green/pink light.

"We should do this again someday." Ben said waving goodbye and before Rex knew it the tunnel literally beamed him up out of visibility before dissipating into normal blue sky.

"Yeah, we will, Ben Ten." Rex said with a tone of hope.

(Ben's thoughts through his POV below)

'We didn't know if we'd ever cross paths again, I didn't understand alternate universes or the means to travel between them, I mean I get most of my facts from comic books after all. I've met some unforgettable people over there and I have a feeling the adventurous life of a superhero will have more 'surprises' in store for me in the near future, but regarding that universe and it's hero I know one thing is certain: it was a friendship that will last a lifetime.'
Chapter Twenty-nine: The return party

By Auumaan

'Since you've been away everything didn't seem like it used to be…I'm missing you…'

Streaking across the sky was something resembling a star, its path was the ocean waters near a close by beach that bordered a local town, but the distance was still quite a ways off from the landing point. Did I forget to mention that the star falling is actually a boy, a teenage boy donning a green jacket, alien tech watch, and piercing green eyes who is at the moment cursing his luck. That falling object was known as Ben.

'Why am I always falling from the sky….?' Ben thought as he felt the winds whip past him with the view of the dark blue ocean foremost in sight. 'No time for panicking! Need to dial in…whoah!' Ben was only a few feet away from landing headfirst into the blue waters until his reflexes kicked in and his palm had slammed down on the extended dial out of adjusted reflexes.

A green flash reflected across the ocean surface and out came Jetray, who readied his arm-wings to fly and pull away from the incoming water surface at the last minute! Only his tail and clawed feet scraped the waters when he regained control of his flight path and headed towards the nearby beach.

'Oh man that was close. I almost ended up in a lot of pain right there…now then…' Jetray thought flying through the breezy night winds. It was dark out and the beach shore apparently held a carnival tonight; as the aerial reptilian alien flew he wondered just how much time had passed since his little trip across universes.

'Really hope I didn't arrive in the distance future or something, I'll admit Gwen would look hot as older Gwendolyn as well as the other women, but I just hope they're all not grandma old.' Jetray thought when he landed his two clawed legs on the sandy shore. In another green flash he changed back to Ben and began walking around the boardwalk wondering just where he was at.

During his 'universe jump' his cell phone got either lost or destroyed in the process, even now his clothing was still a bit torn here and there due to this set of clothes being his set he had in that other universe. The Jacket however was new, commissioned by Rex and made by Rebecca Holiday, it appeared as flawless as it was new. It may have been just a color swapped version of Rex's jacket but Ben wore it proudly and preferred this over his old jacket.

"I wonder where Gwen and everyone else is at?" Ben thought out loud as he calmly yet anxious walked about trying to get used to the fact that he's back home…he hoped he was in the right universe. 'Amalia, can you hear me? How are you holding up?' Ben thought using his shared telepathic channel he had with the living mana entity inside him.

He received no answer; he waited a few more minutes and still received no response. 'Maybe she's resting? She did just fly us across the universe after all, she's probably asleep right now.' The little bit of doubt and worry he had remained there as he kept walking around seeing various people go about enjoying the carnival.


As if detecting a familiar presence upon his arrival Gwen sprung out from her bed in alarm. Her face held a mixed expression of both hope and anxiousness; she looked uncertain for a moment and calmed herself down so she could meditate. Closing her eyes she concentrated using her mystical prowess, her eyes shone in pink glow and within a few seconds she reopened them with a wide smile on her face.

Like a child racing out of bed on Christmas morning Gwen hurled herself out of bed and reached for her cell phone, she scrambled to dress herself up in her usual garb while holding the phone against her head with her right shoulder.

"Grandpa, I have some news for you…he's back." Gwen said into the phone right before tumbling backwards because she tripped over her pantyhose.

Eventually around various girls that were otherwise known as 'Ben's girls' were getting phone calls from either Gwen or the person Gwen spread the news to prior. Helen's green eyes widened in astonishment, Elena and Julie nearly spilled their drinks, Jennifer Nocturne interrupted her movie scene answering her cell, and so on and so forth every girl that shared in on this multi-relationship of Ben Tennyson were notified. Each girl having their own hilarious reaction to hearing the news, except for Caroline otherwise known as Charmcaster who almost tripped up on sparring with Turbine and Frightwig. All three plumber elites were purely happy upon hearing those words from Gwen. (FYI, for Charmcaster her canon name; Hope, is just too stupid to use. Sorry but I prefer Caroline.)

"Finally! Nearly two weeks without that goofy guy was killing me, are you gals up for a big 'welcome back' party in his honor?" CC asked with a wide naughty grin on her face.

Turbine, the raven haired mature beauty, who was currently in her casuals of tight black tank top and cut off shorts nodded eagerly. Frightwig, who had always tied her tendril hair in to a ponytail until mission time, gave her nod as well. The pale former circus criminal wore a simple white long sleeve with tight jean shorts for all three of them were currently free from mission time and that presented perfect timing upon hearing the newsflash.

"Like you need to ask us, honey? Where's the little goofball at?" Turbine asked stroking her own hair in patient waiting.

Frightwig stood waiting for the answer as well, CC pressed her cell phone to her ear again and listened in for nearly three minutes. "Got it, meet you there, Gwen."

She clicked her phone shut and looked into the eyes of two teammates with a certain smile on delicate face. "He's here in Bellwood, at the beach nearby the battle site on Vilgax's ship."

"Well what're we waiting for? Let's go!" Turbine said excitedly as the three girls dress themselves up in a hurry before heading out the door of their Plumber base.

'Hope you didn't change too much, Ben. Never change…' CC thought to herself before heading out in a special violet dress she saved a special occasion.

Back to Ben….

Sitting on the bench near cotton candy stand Ben fiddled around with the Ultimatrix a bit so he could access its often underused communication functions to reach Max, Gwen, and the others. So far there was no progress so he killed time eating a wad of pink cotton candy.

'Still nothing from Amalia either, it's almost too quiet for comfort.' He thought munching another piece of his cotton candy.

Suddenly he felt a surge of mystical charm energy flare up inside his inner being, feeling alarmed he stood up and looked around until he saw his reflection in a nearby mirror. His pupils showed the familiar pink glow of the charm's magic, but no one was nearby.


The boy heard a soothing feminine voice sound in his mind, he concluded it was amalia, but the connection felt faint. "Amalia? Gwen? Anyone I know?" he talked out loud and received no answer; instead he noticed an airborne trail of mysterious pink energy leading from him to a certain point in the area.

'When in doubt follow the breadcrumbs…or pink magic energy in this case.' He thought figuring it to be a map for him as if he were in a maze. Walking off he followed the faint energy trail through different directions all around the busy carnival. Swerving here and there and pushing past small crowds of people he came across another part of the boardwalk that was far from his recent sitting spot.

Ahead he saw a girl with long red hair wearing a silky red dress that ended at her knees. All he could see was elegantly smooth back along with her beautiful hair as she leaned against the boardwalk's railing looking out into the moonlit ocean surface.

Feeling as though he was a trance, something he familiarized himself with during every charm related encounter, he slowly walked his way to her. Dropping his cotton candy on the floor he made his way closer to him and was a breath's away from touching until she whipped around to meet his gaze.

Gwen, who was currently in joyful tears, smiled lovingly at him as though he'd been away for years looked into his eyes and threw herself into his arms. It was a serene moment for the two and they felt that there was no other place in the entire universe either of them would rather be right now.

"Gwen…it's good to see you too." Ben said sincerely stroking her hair with his left hand. Gwen removed herself from this chest and gave a stern 'I'm going to hurt you' look that made him a bit nervous.

"You jerk, next time you go hero don't scare us like that….ever again…" She softly pleaded with a warm look on her face.

"Love you too, Gwen." Ben cupped her face and leaned in to press his lips to hers romantically, she accepted it with a soft pounding on his chest. Closing her eyes she leaned into his embrace and wrapped her elegant arms around his neck while he wrapped his around her lower back and dipped her slightly. Truthfully it was a scene taken straight out of romance genre movie where the guy and girl reunite after a period of time, but the only difference is that it isn't just one girl there with the guy at the moment: there were ten more romantically involved girls plus a few friends standing just a few feet away.

"If we don't get our turn next, Princess, we'll certainly jump him all at once."

Gwen and Ben gently broke from their embrace to see Charmcaster(Caroline), Frightwig(Melissa), Turbine(Tracey), Elena, Julie, Kai, Cassandra Holiday, Jennifer Nocturne, Helen, and lastly Lucy plus Grandpa Max with Kevin.

"Everyone!" Ben was happy and excited at seeing all these friendly faces there for him once again, after spending a few days in Rex's universe he felt extremely relieved to be home.

"Don't feel like waiting?" Gwen asked biting her bottom lip like a child aksing for something, but CC had a devious smile and gleam in her eye that gave Gwen a different answer.

"Uh oh." Ben muttered as all ten other ladies wasted no time in jumping straight at him in a rush all tackling him down in a crowded attempt to all hug him at once. Each of them brimmed with happiness at having him back into their world, into their arms.

Gwen chuckled a bit when she saw Ben's frightened face at having all ten females lunge at him like that, but down on the wooden floor everyone was laughing including Ben.

"I'll never stop calling him 'lucky bastard', ya know." Kevin said chuckling as he stood beside Grandpa Max watching the scene.

"Are you jealous? Don't be, because for him that means a lot more obligatory boyfriend duties. Somewhere down the line it will be husband duties that will include mowing the lawn or changing the diaper times ten." Max said in amusement and suddenly Kevin was shaking his head in fright at the thought.

"Okay never mind, totally take it back. When you put it that way I take it all back, no man should endure that much. Hehe, glad I only have one girlfriend then." Kevin said back in amusement.

Each girl was sharing kisses with Ben and ones that didn't occupy his lips simply pecked his cheeks and forehead. All of them were finally happy again.

"I guess he has quite a story to tell us." Max said.

Eventually they all rounded up and headed back to the Plumber base of CC and her team, there Ben told them all about the Generator Rex universe and how he teamed up with another teen hero he related to. From describing what EVOs and nanites are to reluctantly telling of his 'steamy' encounters with several different women of that universe. Surprisingly not a single one of the girls was upset or jealous, being in a polygamous relationship with one male who treated every gal like they were royalty tended to diminish those trivialities.

Then Ben's summarization lead up to his biggest bombshell: Amalia.

"Yeah believe it or not, Holiday, there was another you there. Physically identical and everything except your first names." Ben said feeling Gwen and CC curl up comfortably on either side of him as he sat down on the comfy leather couch.

"That's very interesting, though I'm not surprised you slept with her, but I am curious as to why she felt what I felt if we're a universe apart." Cassandra said shedding her lab coat leaving her in her signature tight orange tank top with short black hoop skirt.

"That's another thing…" Ben looked around at everyone there, Kevin and Max included, and took a deep breath. "The charm effect is…actually alive."

! A wave of surprise and confusion went around the room, CC especially looked perplexed.

"What do you mean, Ben? Please explain." CC asked looking very interested.

"For every time I had 'relations' with you all the charm's magical augment grew and each time it did the mana got stronger. I don't know how to explain it, but it first showed signs of independene activation sometime after attending that seonce at the house, remember, Gwen? We all saw it."

Ben looked to her and she thought deeply back to that night, both of them were going to leave out the incestrous details following that seonce of course, but she recalled a woman shaped entity of mana coming out of her during the seonce.

"Yeah, I rememver now. I was just trying to call our ancestor; Amalia Tennyson."

Ben nodded. "Yeah she took that name for herself, or at least I named her that. When I got hurdled into that other universe she often came out in mana shaped form that looked more real every time. She resembles a redheaded older woman that kind of looks like future Gwendolyn only different. She's beautiful and mystically powerful, but earlier she wanted me only for herself when she influenced others in that universe."

"You serious? How is that even possible? Actually how's it possible that she's self-aware and alive?" CC asked as everyone listened intently.

"I don't' know, but we worked out our problems including her selfish. She's alive alright and she listens, she feels, and loves me the same way you all do. Sometimes I go into a trance and meet with her on the mystical subspace she resides in that is somehow inside of me. "

"And you two have mind sex or something?" Julie asked curious.

Ben nodded.

"Kinky." Lucy chirped.

"So now what? Do we get to meet her later on or she only visible through magic?" Elena asked .

"She's helped me out a lot in that universe and was able to improvise a way home eventually, since getting here I haven't heard from her since. I still have the charm effect but I'm also kind of worried." Ben said feeling Gwen's right hand massage his chest in circles.

"Wow, that's a helluva story, Tennyson. Well either way you've been gone for two and a half weeks, we've picked up the pace around here with the alien activity in case you were wondering." Kevin explained professionally.

"That's good to hear, nice to know that I wasn't gone for years or months and that the world didn't end right I was out." Ben said relieved in many ways, one of which included CC rubbing his crotch through his jeans with her left hand.

"We kick our fair share of butt after all." Kai added raising up her special gauntlets that sparked up in display.

"Well it's good to have you back, Ben. These ladies here really missed you, ya know." Max said smirking.

"Yeah and you have a lot of 'making up' with us to do, Benji." Helen said sliding her tail near his hips.

"well I better be going then, I don't want to be here watching doofus star in what's basically a porno movie. Later, dude." Kevin said patting Ben on the back in a brotherly way before heading out the base.

Max chuckled in agreement. "What he said, these women here said you have some 'work' to do with them, I don't think I need to be here when that happens. Goodnight, kiddo."

"Goodnight, Grandpa." Ben rose up to give Max a family hug before the old warrior made his way to the door.

"Oh by the way, Ben: be sure to check in with your mom and dad when you get home. also when or if you're not drained of stamina in the morning check in with me. We have some Plumber matters to attend to." Max said to a nodding Ben on his way out the door, when the shutters sealed in the girls all looked to 'hero boy' like prey.

"Well is it getting hot in here or is it just me?" Ben felt a little unease with all the predatory feminine eyes staring at him.

"If you think it's so hot then by all means remove your clothing." CC suggested right before she chanted a few words. A small whirl of pink energy encircled her and removed all her clothing until it left her into a seductive and revealing violet lingerie teddy with matching garters.

"Wow." Ben nearly drooled at the sight until Gwen gently closed his jaw back up and directed him to look her way.

"I'll give you something to look at." Gwen then chanted a few words similar to CC's chant and another pink swirl of mana covered her up to remover her clothing, she was left in a very skimpy short trimmed kimono. Her thighs were fully revealed and the kimono just barely covered up her scantily clad womanhood, but on top of that her cleavage was almost fully displayed due to the kimono's tight upper portion.

'Holy crap!' Ben thought feeling both a nosebleed and an instantaneous erection bulging in his jeans.

"Aw, they're using magic to set the mood and already it looks like we're invisible." Lucy pouted. Julie chuckled and then leaned into Helen's ear to whisper a few things.

"Girls standby, who needs magic when you have speed?" Helen stated confidently before accelerating in a blue blur all around the remaining girls. In a matter seconds clothing tossed into the air and landed all around the living room; Lucy was left in her black panties with bra, Julie didn't wear panties and was left covering her breasts teasingly, Holiday had only her orange top on scrunched over her revealed breasts, Elena was nude and in long silky white stockings, Jennifer had only a very small blue thong on, and Kai was left only in her socks. Lastly there was Frightwig, stripped of her clothing and left with her tendril hair covering her breasts, Turbine was simply all nude with the exception of her white top being left on and her breasts fully exposed. When Helen finished she casually removed her own clothes the usual way and was there fully nude in all her blue skinned glory.

If Ben was likely to have a heart attack from being over excited the sight of all these gorgeous women would be the trigger. He nearly fainted but held his reserve and felt the surge of charm effect flood his senses as well as resonate with all the girls in the room. The faint pink glow was shown in everyone's eyes including Ben's, but before either of them could jump into the act CC and Gwen planned something.

"Veritas staminas dracilea!" Both spell casters chanted out in unison leading to a small yet powerful veil of pink energy to cover Ben up for a few seconds. After it dispersed Ben was without any of his clothes and left with a renewed sense of stamina bodily energy, his member was rock hard and erected proudly. He felt like he could make love to the girls for days! His clothes were teleported on top of the pile of everyone else's clothes somewhere in the living room.

"I feel incredible! Let's use that spell from now on." Ben said excitedly. CC and Gwen winked at each other right before all eleven girls closed in on him. It had been two weeks without him and he has to make up for lost time. "So….who's first?" he asked with a confident smile.

"You." Gwen answered right before gently shoving him to land on top of the now bed converted couch

'I guess I should've seen that coming, now I have eleven different women being dominant tonight.' Ben thought when he felt the comfort of the bedspread on his skin.

It began; CC and Gwen moved themselves to his side where Gwen began by pulling his face to hers in steamy lip lock to which she slid her tongue around his. CC looked impatient and gently tugged Ben's chin until he reluctantly broke from Gwen's mouth and felt Charmcaster's mouth close in on his instead.

Gwen glared daggers at CC for 'stealing' him from her, but let it go for right now. Kai, Elena, and Julie moved up next to his chest groped/rubbed all around his upper body which toned up a bit due to his hardships in the other universe.

Julie placed herself gently on his chest and ground her hips back and forth to warm him up even further, her soft oriental pussy, though slightly haired, soothingly shifted along his chest in a slow rhythm. Kai started her fun by sucking on Elena's lips and letting tongue visibly worm its way in to her mouth in front of Ben, if his already erect rod wasn't hard enough this sight would make him harder than steel.

That left Holiday, Helen, and Jennifer Nocturne to move over to his crotch area where his prized tower of fleshy stood in all its glory, each girl placed a hand on the shaft, balls, or tip and began stroking. This caused him to moan loudly between sucking in CC's tongue and letting Gwen place a trail of kisses along his neck. Holiday took the initiative and closed her soft red lips around the tip of his cock and licked in swirls while it was inside, she wanted to go deep on him but that would butt Jennifer and Helen out. She didn't want that seeing as now they were enjoying themselves; Helen used her long lizard like tongue to coil around Ben's hard shaft while Jennifer cupped one of his balls in her mouth succulently.

Helen's tongue was moist and gently wrapping around his shaft, she made it constrict softly as a means to stroke him like she did all those nights ago during her first time with Ben. Jennifer cupped and fondled his other testicle while she slurped her lovely mouth all over his other one, she hadn't had him to herself in a while and was determined to change that. Each girl felt they couldn't be without Benjamin and these past two weeks proved that. Jennifer absentmindedly undid her hair bun with both her hands while she kept her lips on his tip, she was blushing and simply giddy, which was unusual for her. She had never had a 'group' thing with Ben before and honestly it thrilled her, to think a couple of months ago she wasn't romantically involved with this boy until he snuck a kiss on her which began this unique relationship of theirs. The fact that Ben fell for another version of Doctor Holiday within the other universe only made her appreciate him more; apparently any version of herself he can fall in love with.

That left Frightwig, Turbine, and Lucy who all had small pouty expressions at being left out of the love making. "Ya'll can't count us out just yet. Come on, ladies, I don't see his hands going anywhere inside these other women, do you?" Turbine said inspiring the two other gals. She walked over with them to place herself near Ben's right arm, letting her bare bottom make contact with his hand Ben got the idea and began feeling up her pussy. Immediately the older woman bit her lip and began breathing a little harder while he massaged her clit vigorously right before pressing two fingers into her womanly canal.

"Ahhh yeah! Dig deeper, boy! Show me you mean business!" Turbine cried out in joyful raunchiness as she pressed herself further down on his hand. Meanwhile Frightwig was about to position her bare pussy on Ben's unoccupied left hand until Lucy beat her to it by landing her rear on it in a reverse cowgirl position. Instantly Ben's left hand fingers felt up and around Lucy's youthful lightly haired cunt before rubbing his palm around her sensitive area in circles. The blue eyed girl purred when she felt Ben's strong hands rub the space between her thighs with expertise, each massaging stroke was strong yet gentle enough to warrant the girl subconsciously grind her hips against his entire hand.

'Why that little…!' Frightwig fumed and stamped her left foot in annoyance, feeling her tendril hair sway around her back she got a naughty idea. The same kind of naughty idea she had when she first made love to the boy in that forest; she moved closer to the pile of women and commanded her hair tendrils to move to certain spots of other girls.

"Aagh!" Kai removed her face from Julie's right breast when she felt one of Frightwig's hair tendrils surprise by inserting itself halfway into her tan pussy. Frighwig had long since removed the orb tips her hair tendrils once donned, they were made only for battle and right now she had no need for them since she was using her hair tentacles on other girls like in a Japanese porn cartoon.

Elena was next in having her both her pussy and anus penetrated by Frightwig's naughty tentacles, the smooth skin soft extensions of flesh wormed around in both girl's pussies which drove them crazy. Elena especially since both her holes were being filled, being formerly xenophobic Elena had come to actually enjoy everything about aliens ever since Ben first requited her love for him during that soccer match. Again a tentacle wormed around inside Elena's pussy which caused her to thrash about in blissful spasms.

The next girl to have her body's orifices filled by tentacle naughtiness was Julie who received one of Frigthwig's hair tentacles inside her ass. The Asian girl bit her bottom lip in excitement as she the fleshy intruder burrowed a bit deeper into her rear, it was fetish of hers to be taken from behind and would tell Ben later on that she would want it in her second hole next time they were alone. Julie hollered out and ground her hips back and forth on Ben's torso even more wildly than earlier.

In a matter of minutes the only sound coming from this room was the various lovemaking noises that came from the eleven girls servicing various parts of Ben. Gwen had undone her kimono and let her naturally beautiful nude form be all that Ben saw, CC had done the same by removing her panties and lowering the top part of her lingerie to showcase her breast. In a brief instant CC grabbed his head and pressed her ample sized bust to his mouth, he put his lips on her left tit and started sucking eagerly. Gwen wasn't ignored either when Ben quickly removed himself from the sliver haired witch's boob to place his mouth on his cousin's lift and alternate between them both.

Gwen was breathing hard whenever Ben would start licking and sucking on either one of her nipples before moving back to Charmcaster's. Both she and CC were having their tits serviced by their shared affection and while he went on CC got naughtier and moved her mouth to Gwen's. Feeling her hot minty breath over her lips motivated the redheaded sorceress to open her mouth wide as to accept CC's tongue, the former enemy slithered her tongue inside and thrashed around erotically. They continued like this while Ben kept alternating between which witch's breasts suck and lick on, meanwhile lower down the remaining girls were having fun of their own variety.

Holiday along with Nocturne along with Helena were all licking/sucking on Ben's dick, which was a bit longer thanks to the magic augment CC and Gwen casted and all three girls had their lips pressing against it in wild eroticism. Holiday still had the tip in her mouth but had moved further down and took some of his thick shaft; she would've gone down a little farther on him but Jennifer and Helen were busy licking either side of Ben's shaft. Every now and then Helen's long tongue would make contact with Jennifer's and the two would occasionally swap spit over Ben's length. It was truly a scene that'd inspire porno movie making deals, not that this wasn't being recorded by Ship, Julie's mechamorph pet, who was in the living in camcorder mode.

Literally the girls couldn't get enough of him, there were too many, but Ben had an idea on how to fix that little dilemma.

Fifteen more minutes into the group's foreplay Ben felt his length ready to unload; since three girls were slurping on it he was surprised he held out this long, he felt he was ready to burst and wanted them to sync their orgasms with him. Thanks to the charm resonance linking them all together Ben felt his hips begin to twitch while it was still being serviced by the three gorgeous woman near his hips.

"Here it comes!" Holiday announced when she removed herself from his length just in time to see his member twitch wildly and spurt out heavy globs of semen all over those three.

This caught Gwen and CC's attention; they broke from each other's lips to look at Ben's length gushing sperm like a water fountain onto Holiday, Helen, and Jennifer.

The charm resonance went into full effect when Julie, Kai, and Elena suddenly reached their orgasms due to Frightwig's tentacle service; Julie's pussy clenched and convulsed all over Ben's abdomen while Elena and Kai hollered out in orgasm with Frightwig's tentacles still inside their pussies. Frightwig herself felt heated and greatly aroused at the sight of the three teenage girls cumming all over her hair tentacles, after they finished they turned their attention back to Ben covering the three other women in white goop.

Lucy had finished cumming on his left hand's fingers the same time Turbine was cumming on his right hand, by the time they finished they were looking at the cum covered trio of Helen, Holiday, and Jennifer.

Each girl scooped up some of Ben's 'manjuice' with their fingers and stuck in each other's mouths; Holiday was sucking the sperm off of Jennifer Nocturne's left hand fingers while Helen was busy licking some off of Holiday's breasts. As for Helen, she scooped some white essence up with her right hand and began fingering herself with cum covered fingers, Jennifer was doing the same with her free hand while the others watched in fascination.

"And here I thought I've seen every hot sex act there is, I'm glad that I'm wrong." Ben commented watching the display before him.

"You haven't seen anything yet, hero boy." Holiday said licking more sperm off her fingers seductively. Ben's semi-flaccid member was instantly getting steel hard again, courtesy of the magic effects casted on him.

"Likewise, now let me ask you ladies; ready for rounds two and beyond?" Ben asked fully confident as he moved his right hand to his Ultimatrix arm, much to the bewilderment of the women.

"Normally we're the ones to ask you that, but you make that sound very inviting." Gwen said naughtily and sat eager to see what idea Ben had.

"What are you doing?" Helen asked watching closely. She was no stranger to the Omnitrix's healing abilities; Ben was the one to show her that by repairing her alien genetic makeup thus allowing her to change to her original human form whenever she wanted. She just remained in alien form during sex because having a tail came in handy plenty of times.

"A trick I learned while I was off-world, you're all going to love this." Ben said twisting the dial to project a hologram of 'Echo-echo' and then slamming his palm to emit another bright green flash.

There stood the diminutive form of Echo-echo, the little grey alien then replicated itself into twelve Echo-echo clones which peaked the girls curiosity as to what Ben was up to, then each Echo-echo duplicate adjusted their Ultimatrix chest dials before slapping their palms down on them.

Another green flash erupted and each girl in the room felt their jaws drop; there were twelve identical Ben duplicates including the original which had the Ultimatrix symbol on his chest.

"I came up with this trick back in the other universe and it has really come in handy, if you get my drift. These aren't actual self-aware clones or anything like that; they're actually extensions of my mind and body. This way I can literally be in more than one place at the same time, now there certainly is plenty of me to go around for you ladies. So? You like?" Ben prime asked in a cocky way and each girl gave their approval by springing into action by taking the Ben duplicates for themselves.

"I'll take that as a 'yes'." Ben said to himself as girls and Ben clones each took a spot in the living in order to get down to business.

Only Gwen and CC took the original Ben and took him back to the bed couch with them while each girl had fun of their own. Gwen was fiercely pressing her lips against his in wild passion while his arms wrapped around both magic users and pulled them closer.

Sucking in her tongue Ben savored the taste and felt he didn't want to let go for the rest of the night, CC had her right hand on his hardened dick and stroked rapidly while kissing along his neck. Eventually the trio got into positions so they could begin the main course; Gwen placed herself over Ben's fully erect member and slid herself all the down into her poked the deepest part of her pussy. She moaned very loudly and savored the feeling she so dearly missed these past two weeks, her butt squished against his belly button area as she began bumping her hips up and down on his slick meat. To Gwen there is only one person in her life she would do this with and that's Benjamin Tennyson.

CC simply placed each stocking covered leg on each side of Ben's head and lowered her silver haired pussy down onto his waiting lips. Instantly she bucked because Ben took to sucking her mound with very strong suction, he grabbed her hips and buried his face into her lower bottom area to the point where his nose made contact with her clit.

CC arched her back and titled her head in response; she grabbed her own breasts and squeezed them while Ben ravaged her pussy to his heart's content. She moaned so loudly many in the room thought she had succumb to orgasm, but instead she held her reserve and let true love continue to please her.

Meanwhile all the girls took to the Ben clones like bees to honey; Holiday was having fun with two Ben clones each sliding their lengths into her juicy pussy and her tight ass, she was being held up by one of them with her legs dangling out while they continued piston banging her holes like no tomorrow. Being suspended in mid-air like that reminded the older woman of her first time with Ben and how she told him she wished to be impregnated, she had no regrets how things turned into this, but she knew someday he would fulfill his promise to her and give her a child. Right now it was too soon and he was too young, but that didn't stop either of them from living out this pure nirvana they shared.

Lucy was on the soft carpet bent over by a Ben clone, he wasted no time in penetrating her depths allowing her virginity to be taken finally. She winced in pan at first but then grinned in pleasure as new sensations filled her being. The Ben duplicate was basically Ben physically in another place so she had no qualms about losing her virginity to a duplicate since she knew it was still him, he slid halfway into her tight young pussy before withdrawing and pushing it back in again. Ever since that dance at her cousin Camille's wedding Lucy was always interested in him , but what really sealed the door was when she was at his house for visit which lead to a threesome between her, Ben, and Camille. It was during his two week absence that she got in contact with Gwen and told her of the experience thus revealing the whole story about the charm and this polygamous relationship. She simply wanted it and she got in, Lucy was the happiest. The Ben clone picked her up a bit and began pounding into her doggy style in rapid thrusts.

Kai was on her back on a small sofa nearby with a Ben clone on top of her sliding her tight moist crevice while another duplicate was near her face with his cock touching her lips. She opened her mouth wide open and allowed the clone to slowly shove his length into her mouth and throat; she gagged a bit and held there a few seconds before she started bobbing her head. Even as a physical manifestation of Ben this duplicate moaned at feeling the tightness of Kai's mouth suckle his dick, the same could be said of the Ben clone between her legs slamming his hips against hers. Repeatedly in and out the clone's member burrowed into her tight passage and savored the tightness of Kai's juicy pussy, the Navaho girl wrapped her tan legs around his back while she continued sucking the other one off.

Julie had her hands pressed against a wall and her rear sticking out wriggling for the Ben clone that was guiding his hard length between her cute buttcheeks, instead of penetrating her anus Julie teased the Ben duplicate by hotdogging his cock with those very ample butt cheeks of hers. He got harder just feeling her creamy soft skin rub against his length, after a few more minutes the Japanese girl winked at him and gave him the signal to go for it. Wasting no time the clone touched the entrance of her anus with the tip of his member, feeling her orifice rub against him he then plunged his cock deep causing her to scratch the walls with her nails. She wasn't used to anal sex yet and it certain hurt a bit to have her anus stretch out so suddenly, but a few seconds was all she needed to adjust and feel the kinky pleasure of having that fleshy intruder burrow deep into her ass. Her body bounced against the wall with each thrust delivered to her rear and she loved every second of it.

Jennifer was lying on the floor spread eagled and beckoning her Ben clone to come closer, he obliged by descending upon and placing his tip at the entrance of her already most pussy. Grabbing both her legs by the ankles he lifted them over his shoulders where they dangled while he slowly lowered himself into her. Her face was blushing and body was tingling with waves of bliss as the Ben duplicate slid his length fully inside her snatch and began thrusting like a cavemen. Jennifer was a screamer and right now she was shouting Ben's name while having her pussy repeatedly penetrated.

Frightwig decided to put her creativity involving her hair tendrils to good use; she was in a sixty-nine position on top of her Ben clone swallowing his length into her warm mouth. He used his hands to play with pussy lips while diving his tongue into her depths and sloshing it around inside which made her thighs tighten themselves around his head a bit, but not before she used her hair tendrils to wrap themselves around his thighs. As soon as her hair tendrils securely wrapped around Ben clone's thighs Frightwig used them to pull her head down with more force which greatly increased the suction of her deepthroat act, again and again she used her hair tendrils to slam her head down onto his cock frantically in wild sucking that caused the Ben clone to moan incredibly loud.

Elena had her legs wrapped around her Ben clone as he held her up while sliding his dick into her pussy with rampant passion. She took to making out with him, mouth to mouth, tongue over tongue, all the while her pussy felt filled by the duplicate's length and her legs made sure it stayed when he would come. Ben and Elena Validus go back a long way; back to when he was ten years old and vying a spot on his soccer team. That's when she met him, but secretly she knew of him due to her father being veteran Plumber agent and Ben's widespread reputation as an alien hero. They were soccer buddies, then friends, then best friends, until she started feeling for him what ten year olds wouldn't usually feel. After some time of sorting out her feelings she realized she was in love with her somewhat bratty soccer buddy, but she didn't act on those feelings until fate pushed them back together five years later. That soccer match where he said if he won she'd allow a kiss changed everything and led up to this point. She would be there at his side forever no matter who else comes along.

Turbine(Tracey) had her Ben clone down underneath her on the soft ground riding him like a mechanical bull. His cock was hilt deep into her pussy and she was taking him for a trip around the world by swaying her hips wildly around. Her adequately large tits jiggled around while she swayed her hips on his, riding him for all he was worth and enjoying the heck out of it. She used to be a villain that hijacked vehicles along with her partners on the highways, but after a change meeting with Ben in the past and an accidental 'charm' related escapade she changed her tune. Now she was an elite Plumber agent and riding the actual Ben whenever she got a chance and her only regret was that this didn't happen sooner.

Helen was sitting in a chair of the living room on a Ben's clone lap letting his cock repeatedly thrust into her tight blue pussy; her tail was being felt up by the Ben clone that was shoving his length into her. He moved his face to her blue skinned breasts and lightly sucked one of her nipples while pinching/pulling the other. Her sensitive parts were mostly her breasts and this treatment given to it was certainly about to set her off. Sticky with her juices the Ben dupe's cock slipped into her fleshy passage while she imagined herself to screwing the original Ben; the one she truly loved, the one that granted her a second chance in living a relatively normal life since he repaired her fractured genetics that now allowed her to be human again. Her tail wrapped around his lower back while she repeatedly bounced her hips onto his making sure to let fleshy tower erupt inside later.

All around each girl made love to one or more Bens and each of them had the same mindset of having the original Benjamin Tennyson with them, literally they were making love to the same person if not extensions of the said individual while he himself was busy plowing into his beautiful redhead cousin and eating out a silver haired sorceress.

Fifteen more minutes of the continuous orgy had lead up to the apex where Ben had started with his orgasm while still linked to his physical replicas; meaning that the moment he loses it so do they.

Gwen hollered out loudly and arched her back with finality along with CC. "OOaaahh Ben!" Gwen screamed and felt her pussy muscles convulse with utmost potency on Ben's juice covered cock.

Ben hummed Gwen's name underneath CC's now gushing pussy, his hips lunged upwards several times with multiple globs of sperm spewing out of his dick and into Gwen's womb. This led to a simultaneous effect of all the other Bens around the room, soon the area was filled with loud moans and various girls shouting Ben's name as their climaxes peaked!

Holiday felt her pussy muscles clamp down on the Ben clone shoving his length hilt deep into her pussy, soon her pussy was flowing with semen along with her anus. Jennifer Nocturne locked her legs tightly around her Ben clone's back as he let loose a torrent of cum deep into her pussy, the same happened with Helen who stayed kissing her Ben clone even while cumming. Kai felt her womanhood fill up with white essence and gulped down the other Ben's clone seed while he held her head on his length, Lucy felt her toes curl up as her Ben clone thrust into her last time before shooting off inside the curly haired teen. She had her first intercourse with 'Ben' and was eager to have more in the future. Elena felt her pussy milk her Ben clone's essence while keeping her lips on his and being held up, Julie felt her pussy gush while her anus filled up with white substance, Turbine ceased her riding and felt her womanly muscles convulse on her Ben clone wildly while he let loose inside her, and lastly Frightwig felt her mouth and throat fill up with seed and eagerly gulped it all down while her pussy gushed juices on her Ben clone's face.

The entire wave of shared orgasm that went around the room and soon passed within a couple of minutes, Ben laid on the bed with CC and Gwen in his arms beside. Nothing to him could beat this moment, this time he shared with them, two weeks without them certainly made him feel lousy. He needed them and would always be there for each and every one. Soon all the rest of the girls got up about to join him on the bed, but first Ben adjusted the Ultimatrix dial to turn himself and the clones back into Echo-echo plus duplicates. They all remerged back into one singular Echo-echo and afterward Ben morphed back into his true human self before lying down on the bed with all eleven girls resting with him.

"It's good to be home." He said before drifting off to sleep.

Sometime in the middle of the night Ben got up and walked up and around until he saw the Balcony of the base that overlooked the natural landscape and beautiful moonlit sky. He also Charmcaster standing at the balcony overlooking it all in awe, Ben decided to walk over to her and try not to be entrance by how beautiful her long loose silver hair looked in the moonlight.

"Caroline? Having trouble sleeping?" Ben asked which caused her to turn around and smile his way.

"Not really, in fact I always sleep very comfortably whenever you're around; I'm just out here looking at the moon." CC said dreamily before turning her attention back to the sky view. Ben leaned on the railing with her looking at the same thing. She then moved herself closer to him and let Ben wrap his arm around her shoulder as they looked together like longtime lovers.

"Ben do you ever regret being bestowed with the charm effect?" She asked so suddenly.

Ben blinked a few times in stupor; his answer was obviously 'no'.

"Not at all, why do you ask?"

She then turned her gaze to him and looked directly into his eyes, pink to green, before speaking in all seriousness. "I ask because well… think of where you would be if I hadn't changed your life. The pre-paradox version of me didn't think of what your path down life would be like if she hadn't seduced you and given the charm effect to you. I changed your life without so much as a consenting agreement."

She was about to continue until he pressed a finger to her light violet lips. "I don't regret any of it, from that point on I made my own choices and everything else that followed after. I have you to thank for that. My life would've been dull if not for you, if not for Gwen, I love her and you all. I don't know what I'd be if not for this charm which has been kind of a blessing to all of us. I-"

This time Caroline shushed him with a finger pressing to his lips, they remained quiet for a while and while looking into each other's eyes they understood the scope of everything and the reach of the bonds he shared with all of them. (Forgive the cheesiness; I kind of rushed this part. Forgivesees)

Removing her finger she pressed herself against him and leaned in for loving lip lock. He wrapped his arms around her and the two leaned into their embrace in front of the night sky for quite some time.

'Welcome home, Ben.'
Chapter Thirty: The arrival

By Auumaan

The beautiful scenery of the natural landscape displayed in such exuberance that it could make one forget all their worries, but that wasn't the case between the two custom painted green/black cars racing down the dirt road trail. Worry was only on one lad's mind; 'No way will he beat me to the forest!'

"You might as well give up, Tennyson!" The driver in the other car; one that was mostly painted in green and black with none other than Kevin Eleven, jeered as he drive beside Ben's car.

"Not happening! I'm going to reach that forest first, Levin! Just you watch." Ben shouted back in competitiveness and turned his attention to the front view as his car swerved past several rocks with Kevin ahead by just a little bit.

Gwen was sitting on Ben's passenger side resting her head on her right hand and leaning on the window seat. "Men." She mumbled reflecting on this somewhat juvenile race between Ben and Kevin, former enemies they may be but rivals they are always.

Ben's view shifted to the side mirror and caught a glimpse of something that brought alarm to his senses. "Kevin! Look out!" He called out to Levin who was still driving beside Ben's trying to get the edge.

"You think I'm really going to find for the oldest trick in th- oh crap!" Kevin stopped midsentence when he saw a large round pod landing towards them like an out of control comet.

Pulling his steering wheel to a hard left he swerved his car just barely out of crash range of the pod. Ben did the same as the pod landed with a skidding landing that miraculously didn't harm the pod itself. It looked completely intact, all three teens were caught by surprise by this sudden delivery and after the dust settled they pulled up to the crash spot.

"We just can't catch a break, even when coming out here to enjoy ourselves away from work something from outer space follows us." Gwen mildly complained when she stepped out of the car with Ben following after her.

It had only been a two days since his return and Gwen decided he needed some time to relax after enduring his experience in another universe, the girls were always ready to volunteer for 'relaxation methods' with Ben if called upon. Ben wanted to be more to them than what he was, Amalia still hadn't contacted him yet nor appeared in mana form, he was worried alright but right now he was focused on spending time with all the girls. Ben wanted his relationship with them to be deeper since in the back of his mind the Charm effect felt like a curse for them. The word; 'brainwash' comes to mind whenever he looked back on it and he wanted to prove to them their love is completely mutual and honest and not some fabrication of lusty magic. They agreed with being taken on solo dates with him if given a not-so-busy day, but they didn't agree with his fear of the charm effect manipulating their feelings. Even Gwen thought he was being afraid for nothing, she told him flat out many times that she honestly truly loved him, as did the girls.

'Only time will tell, I guess. I can't believe I didn't think about it this deeply prior to all of this.' Ben mulled in thought when he heard Kevin speak up.

"It's got to be Ben, dude is a magnet for alien craziness; Galactic tyrants, alien princesses, berserk monsters, and some regular alien thugs that just don't like him." Kevin chuckled when they met up at the crash site.

"Ha ha." Ben said sarcastically as the three approached the extraterrestrial space pod. "What do you think this is? Escape pod or maybe some alien weapon tech that fell out of a ship?"

"Who knows, let's take a look." Gwen said pressing her left palm on the surface, but as soon as she did she felt a searing sting on her hand and immediately withdrew it. "Ow! I guess the surface is still hot from the landing, maybe whatever is inside is dangerous, guys."

Just then what appeared to be the pod's shell suddenly opened up, silver panels unlocked and retracted back revealing a bit steam with a nude feminine body with medium length blonde hair lying in the center of it all.

"Or beautiful…" Ben said in awe and bewilderment. Feeling like the gentlemen he was he removed his green jacket and placed it over the girl's nude form to cover her up.


The girl awoke and sat on a large rock nearby with Gwen holding her shoulders in a comforting way. She was still clad only in Ben's green jacket and hasn't spoken for nearly twenty minutes, Ben was feeling a sympathetic towards for she seemed to have no interest in talking. It was like she was blank.

"So do you have a name? A home planet or something? We could help you." Ben offered as he stepped closer to her.

Then she looked up into his eyes with her own jade green ones that dazzled Ben with their beauty, suddenly her eyes looked as if she life in them; her face formed into a sweet expression as she shook her head. Something about Ben woke her up( IE not in a sex related way I might add) and she suddenly looked much more open and friendly.

"My name…? Eu…U…Eunice.." she spoke in her soft gentle voice. Ben smiled back and placed a comforting hand on her left shoulder.

"Well Eunice I'm Ben, that's Gwen and this is Kevin. Since none of us knows where you're from how about you stay with this for a while until we sort it all out?" Ben asked in a friendly way with no lecherous thoughts in mind.

"I'd like that very much, that is if it's okay with you three." She said completely humble.

Ben turned back to look at Gwen and Kevin for approval. "What's your say, Gwen? Kevin?"

"I was thinking we call the Plumbers; this is clearly an alien dilemma. They're the best people to handle this kind of thing after all." Gwen suggested craning her chin in thought.

"Next to us of course." Kevin quickly added.

Eunice looked uncertain and somewhat afraid to be taken anywhere by some other people she hadn't met. She felt comfortable and safe here, immediately she shook her head slowly in disagreement. Ben noticed her expression and sided with her.

"Maybe that's a bad idea, she doesn't remember much of her own life right now. Apparently she's not comfortable with that notion and the Plumbers taking her away may not be the best solution right this moment." Ben vouched and Gwen nodded.

"Okay then it's settled, she's with us until we get back to civilization, but first she needs some clothes, she can't just wear your jacket over her birthday suit all day. Come on, Eunice." Gwen finished and accompanied Eunice to where she kept one of her duffle bags. Eunice followed her and quickly turned her head to look back at Ben.

She smiled in appreciation and Ben swore he heard Kevin mutter something along the lines of 'Manwhore' when he pretended to cough.

"Laugh it up, Kev, I'll have you know I don't plan on forcing her or even bothering Eunice with any of the 'charm' stuff." Ben said glaring at him a little.

"Oh wait you're serious, let me laugh harder." Kevin said chuckling some more much to Ben's annoyance. "Take a good look at her and tell me you don't think she's drop dead gorgeous."

"She is, she's sweet too, but she's also stranded on this planet with no clue as to where her home is or how she got here. I'm not going to take advantage of a girl that desperately needs our help, Kev." Ben stated in all honesty and Kevin simply shrugged in skepticism.

"Whatever ya say, alien boy. Want to go fishing?" Kevin asked pulling out a fishing rod from one of his duffle bags.

"Sure, but you got any rods? I didn't bring any with me…?" Ben trailed off when he noticed Kevin pull out an entire arsenal of fishing rods and bait from the duffle bag he was holding over his shoulder.

"No excuses! Let's catch some fish, Tennyson!" Kevin said with fire in his eyes and hastily made his way over to the lake spot deeper into the forest scenery.

'He's very excited.' Ben mentally stated and walked in Kevin's direction.

Gwen had just come out of her tent with Eunice coming out behind her wearing a fitting pink sleeveless shirt with tight jean shorts and form fitting sandals, they had been some extra clothes Gwen brought with her for this trip.

"Do I look okay? I can't remember the last time I wore anything at all." Eunice sheepishly asked examining herself.

"You look fine, and you were technically in your birthday suit when we found you. No idea why, but it doesn't matter. Let's go meet up with the guys." Gwen said in a very friendly way as she held out her hand to Eunice. The blonde beauty was nervous at first but she reached for her hand and was pulled to her feet.

"Sure thing, but where are they?" Eunice asked innocently until both girls heard splashing noises from the lake nearby along with some jeering/coaching from Kevin.

"That way, you're not going to want to miss this." Gwen said dashing in the direction of the lake with Eunice right behind her.

The two showed up to see Ben fiddling around with a difficult fishing rod that somehow tangled upon itself while Kevin was busy laughing at his dilemma. The green clad hero could take on an army of robotic drones with ease but to him this fishing rod was a worthy foe indeed.

"Every time I try to untangle this thing it just gets worse." Ben complained now feeling the fishing reel wire suddenly wrap around his torso for some reason.

"Oh uh hi ladies. Great view of the lake right?" Ben asked trying to appear nonchalant while tangled in a mess of wire.

Eunice giggled innocently at the sight of Ben's charming yet goofy stature while Gwen simply laughed a little louder along with her.

Ben made a small frown in an 'oh you'll get yours' kind of way, Kevin elbowed him a few times and predictably said: "They're not laughing at you, Tennyson."

"Ha ha, Levin, I'm just glad my other girlfriends aren't seeing me like this." Ben muttered until he heard a click camera sound behind him. Out from the view of his eye he noticed Kevin snapping a picture with his cell phone in Ben's direction.

"Oh you so did not just do that!" Ben looked peeved and struggled to untangle himself while splashing through the water to tackle Kevin down. The girls laughed a little harder at watching the boys wrestle in the lake, it wasn't mean spirited laughter or anything of the sort it was just Ben and Kevin involuntarily putting on slapstick humor for them.

After roughly fifteen minutes of both boys throwing down in the lake water they both eventually tired out and returned to land to hang up their soaked clothing.

Ben was nearby hanging up his wet jeans and jacket over a tree branch when he noticed Eunice sitting comfortably on a large rock nearby with a variety of small woodland animals gathering around her. There were rabbits, chipmunks, and a few squirrels just gathering around the blonde angel to the point where she was looking like a modern day 'Snow White'.

Ben was clad only in his boxers when he decided to walk over to the girl without any trace of nervousness. "Those animals really take to you, what's your secret?" Ben asked when he sat beside her.

Eunice simply turned his way with a sweet smile as she continued petting the rabbit she was holding. "No idea, it's just feels natural for some reason. It's like I'm connected to these little guys." Eunice said feeling two little birds land gracefully on her shoulders.

'Okay now that's just overkill.' Ben thought when seeing the two birds. He got a good look at her and wondered why Amalia wasn't responding as of late, they were back in their own universe where mystic energy is more abundant than in Rex's world, but she went silent when he got back. Last time with the girls, many at once he might add, he barely activated the charm resonance chain and it was difficult to pull even that off.

'Amalia? Hello? Are you there or just ignoring me? Whatever it is I promise to make it up to you…the usual way. If you are there then what's your take on this girl? Helloo?' Ben tried telepathically communicated and still he received no answer from the mystical entity living inside him. 'Hmmm not good.'

"Hello? Ben, are you alright?" Eunice asked innocently to him when she noticed him staring into space with a mixed look on his face. He looked back to her and blinked a few times snapping back to reality.

"Oh sorry about that, kinda stared into space for a moment. If you'll excuse me a moment…" Ben said and stood up to walk to a certain area within the woods clearly looking worried.

"?" Eunice blinked a few times in innocent stupor and letting curiosity get the better of her she stood up and followed him.

Ben walked ahead not noticing Eunice distantly tailing him, he may have been half naked while pushing past thorny bushes and branches, but he was determined to find Gwen.

'Maybe Gwen can help, the charm effect I could stand to lose but not Amalia. She's still a living being and the only other time she went silent like this was when she was depleted of energy, but that wouldn't make sense since just yesterday I had a 'group session' with pretty much all my girlfriends.' Ben thought as he reached the campfire circle Gwen was setting up with her powers.

Ben walked in on the sight of his redheaded lover telekinetically lifting wood logs here and there before casting a fire spell in the center on a pile of wood blocks.

As impressive as her flawless use of magic was, Ben's jaw dropped when eyeing a different sight of Gwen; one that showed considerably more skin.

'Holy monkey!' Ben thought feeling his brain explode upon the sight of Gwen with her long beautiful red hair down and loose while wearing a white skin tight one piece swimsuit that completely brought out her curves. She wasn't wet or anything but the suit itself was nearly transparent enough for Ben stare at her visible nipples and small patch of red pubic hair.

"Feel familiar, Ben?" Gwen called out with her back still turned in his direction. Her adept sensory abilities never ceased to amaze him.

"Sure does." Ben brought himself out to the open where she stood looking alluring in all her natural beauty as she waited for him. Eunice was still in her hiding spot unsure what to make of this, part of her wanted to leave the two to their privacy and another part was simply too entranced by the sight to move.

Eunice didn't know what to think lately, she knew her own nature even though she has no memory of her life prior to meeting these people, but there were too many things that were a mystery to her including this.

Ben had a peaceful and happy look on his face when he felt Gwen's arms wrap around his shoulders. He was still very worried about Amalia and would definitely bring it up, but for the moment green eyes were lost in another pair of green eyes. Ben leaned in and gently entrapped Gwen's soft pink lips with his, the two closed their eyes and pulled each other closer within the embrace.

Eunice was lost in the sight before her; she was new to many things but this was certainly a point of interest. She would ask Gwen or Ben later what this type of intimacy meant even if it did seem familiar to her for some reason.

Gwen then moved her right hand down to Ben's barely clothed butt and pinched a cheek which caused him to jump a bit. Feeling her giggle within his mouth he got back at her by throwing both his hands down to her rear and squeezing her supple butt which made her jump up enough to throw her legs around her torso.

Soon those hands of Ben slid underneath the fabric of her swimsuit and squeezed/massaged Gwen's butt cheeks with full skin contact. Gwen pried open his lips and slid her tongue in to his mouth like she has done with Ben so many times before, but this time the two were getting intimate right before Eunice's eyes and neither had any idea she was there. Well maybe Gwen did, but she was too busy at the moment to care.

"Dogra's comfortablas." Gwen chanted briefly when she quickly let go of Ben's lip lock to cast a spell which materialized a big white mattress beneath their feet which caused them to stumble onto it.

"Hell of a magic trick." Ben commented between kisses as he lay down on top of her. Flesh pressed against swimsuit fabric as the brunette boy pressed himself against firmly against the redhead's lithe body.

Ben kept his lips on hers while his hands moved to the sides of her shoulders to slide down the straps keeping her transparent piece of clothing on. Down he peeled them until he could feel her breasts in his palms, Gwen mewed on contact as Ben now began massaging them in rotations with her soft pink nipples between his middle fingers.

Her legs arched up a bit and pressed snugly to the sides of Ben's lower body. Ben briefly raised himself up so he could see the loving gaze in Gwen's emerald eyes in the heat of the moment; she smiled briefly before quickly chanting a few more magic words that made Ben's boxers slide off via invisible force. Ben felt a quick breeze flow by his naked rear which caused him to shiver a bit, Gwen giggled a bit and finished tugging off his underwear herself with her hand before shifting their positions so she was on top.

She magically stripped herself of her rather revealing swimsuit so that she appeared completely nude before him, both teens blushed profusely in each other's eyes due to intimate and nude out in the open.

Gwen raised her bottom up a bit and gripped his hardened rod of flesh so that she land appropriately in the right place, Ben could practically feel the warmth of her welcoming pussy as it was just barely out of reach of his sensitive flesh. With a slump and the sensation of a sensitive yet strong length sliding into a pocket of spongy pink flesh Gwen impaled herself on Ben's shaft.

Ben tossed his head back in reflex at the feeling of his member sliding back in to Gwen's tight depths; his hands gripped her hips as she began swaying her hips back and forth. Ben could see Gwen's lithe form moving forward and backward in frantic motion with his length snugly inside her pussy for the ride, she was riding him cowboy style and he was enjoying every bit of it.

Her long red hair flowed elegantly back and forth in sync with her swaying body while Eunice was surveying the scene with bewildered interest. Her knees felt weak and strange sensations, not charm related ones, flooded her stomach as she continued to watch the act of intercourse between the two.

Where Kevin was at…

Sitting perched on a rock with a pro fishing rod in his hands waiting for a fish to bite Kevin's face soured when figured out where his partners were. "They're doing it again, aren't they?"

As a bizarre universal answer to question his line caught something and suddenly his interests shifted to reeling in a big fisherman's catch. "Thank you, higher powers!" Kevin said triumphantly as he competitively wrestled for control of his reeling line versus the catch underneath the watery surface.

Back to Gwen and Ben…

The teen amorous teens switched positions to where Ben was on top of her in a doggy style position pounding Gwen's juicy pussy vigorously. In and out his dick slid inside her sheath repeatedly like it was never going to stop, Gwen clenched the sheets of the mattress tightly due to feeling Ben's thick intruder plow into her.

If mattresses could creak theirs would be doing so right now, both bodies were sweaty after roughly ten minutes of non-stop love making and Gwen was already feeling her orgasm about to happen.

"Oh Ben!" She cried out and felt her hips buck along with his as their unified orgasms took hold. Ben thrust against her thighs several times before her pussy muscles contracted on his length which caused him to unload a moderate amount of cum into her depths. Gwen felt her pussy and womb fill up with Ben's semen and soon felt Ben's body collapse comfortably on top of her in a spooning position.

They rested together on the mattress comfortably for several minutes until Gwen turned her face and planted a kiss on his lips to get his attention. Both were indeed sexually sated like usual but they also still had more stamina and friskiness in their bodies to just let it end there.

"Ready for round two?" Gwen said smiling.

"You read my mind." Ben answered back and soon both were at it again, but this time Gwen decided to switch things up and cast a levitation spell on both of them. Within seconds both hovering just a few feet in the air entangled in embrace, Ben held on to Gwen as she did him, but the lack of surface didn't stop him from inserting himself back into her.

She breathed deeply when she felt herself fill up with his manhood and leaned into the embrace to suck his lips into hers once more. Her legs dangled on either side of his torso while Ben continued slamming his hips into hers in zero gravity, one of his hands went to her dangling left ankle and held onto it while he shoved his length into her pussy again.

Gwen held her both her hands tightly around his back while they kept at it, faster now than before, with her legs now tightly locked around his butt.

Ben thrust a few more times before halting on his last one when he felt Gwen's pussy clench down on his cock again, this elicited a loud moan of her name from Ben as he deposited more white gooey substance into her canal once more. Gwen was positively dripping with his essence at this point, they slowly descended back onto the mattress surface where Ben and Gwen were kissing each other passionately after having satisfied their sexual appetites.

By the time they finished Eunice had already disappeared from sight, Ben and Gwen were too entrapped in the heat of the moment to have noticed her, but Gwen did sense someone nearby while they were getting intimate. She pushed it out of her thoughts and rested.

Nearly an hour later a fully clothed Ben came across Eunice near a hill sitting on a rock and petting a ferret, her eyes were in deep thought which lead to her being surprised to find Ben standing over her.

"Oh! Ben you scared me for a second there." Eunice squeaked in surprise when Ben placed a hand on her bare shoulder.

"You okay? Seems like you were thinking a lot, maybe about your home planet or something?"

She shook her head and simply gazed into his face in wonder. "A lot of things, but strangely enough not about my home." She said getting up and walking alongside Ben around the spring time landscape. It was night now, but it didn't deter the scenery in the slightest.

"Ben, can I ask you something?" Eunice suddenly popped up after a few minutes of quiet walking.

"Sure, what is it?"

"What you and Gwen have, what do you call it?" She asked now looking directly in to his eyes.

Ben wasn't nervous nor did he hesitate to answer. "It's called 'love', it's something humans share and it's what Gwen and I have had for maybe a really long time. We just never acted on it until just some time ago."

She nodded her head thoughtfully. "Is it because she's beautiful? Am I similar to her in any way? I'm just wondering is all."

"Not just because of that, well there are a lot of reasons but beauty isn't everything, plus yeah you're as lovely and pretty as Gwen is." Ben stammered nervously while Eunice giggled. They continued walking side by side unaware that someone big was following them.

"My turn, how do you do your thing with the animals? I've never seen anyone so at peace with wild life creatures." Ben asked clearly interested.

"I'm afraid I'll have to leave you hanging there because I have no idea." Eunice answered honestly leaving Ben to pout. She giggled a bit and placed a quick peck on her cheek which left him blushing.

"You're sweet, but don't try to hit on me if you already have someone else." Eunice said half-heartedly, she didn't know what she wanted and it confused her. On the one hand she felt like she belonged somewhere and this boy walking next to her had something to do with it, but on the other hand she knew when not to butt into someone else's love life. The kicker is she didn't know where she learned those statutes from.

"Funny thing about that-" Ben was about to finish his sentence when he looked up and immediately went into alert mode.


"Look out!" Ben quickly yet gently grabbed the girl and pushed her out of harm's way when a large bulky figure wielding an energy axe came landing with a tremor in front of them!

"Tennyson! Long time no see!" The voice belonged to a large humanoid alien brute that held a large energy axe and stood on what appeared to be a hover glider. This guy was known as 'Sunder', an alien bounty hunter that Ben had the displeasure of meeting some time ago. "Gotta admit you were the last person I expected to see on this job. If you don't want to get hurt again I suggest you get out of my way!"

"Sunder!" Ben wasted no time in slamming his right palm down on the extended dial of the Ultimatrix. With a green glare Ben changed into Spidermonkey!

"Tough talk, muchacho, let's see you back it up!" Spidermonkey dared right before he fired a web blast into Sunder's face, he had caught him by surprise with that one. The large brute struggled with his free right hand to scrap the goop off his head when Spidermonkey leaped at him to deliver a three-hit combo with two of his arms and his tail.

Sunder quickly countered with a backhand that knocked the wind out of the little alien right before grabbing him with his hand and slamming him to the ground.

"I did warn you, kid! Now I'm going to have to get brutal." Sunder said raising his axe over head with both hands, but Ben beat him to the punch by punching in the chest dial which caused another green glare to erupt.

Sunder was tossed over by a large purple gorilla alien with four large spider-like legs sticking out his back! Before the large alien could strike the new form he was punched in the face and gut by the Gorilla's two fists.

"I've undergone some 'changes' since last time, big guy. Meet 'Ultimate Spider-monkey'!" U/Spider-monkey said before quickly raising his two large fists up to slam down on Sunder, but the bounty hunter quickly rolled to the side and returned fire with a swing of his axe. The axe was made of energy and a swing of it sent a big red blast wave of red energy that collided into U/Spider-monkey like a cannon!

"Doesn't matter how ugly you get, Tennyson. I spanked you before and I'll spank you now, ya little punk. Besides don't you remember how things went down last time?" Sunder taunted as he hopped back onto his glider.

"Yeah, you took my hand off! I'm still ready to dish out some payback for that." U/Spider-monkey roared and used his spider legs to raise himself up a bit.

"I'm always interested in a challenge, but I didn't come here for you." Sunder said seriously before hastily turning around and jetting off in his glider in Eunice's direction.

'He's after Eunice! Not on my watch!' Ben thought and hurried after Sunder in his large alien form.

In a rush of haste U/Spider-monkey chased after Sunder and used all four arachnid legs to spring up into the air and land down on the unsuspecting hunter.

"Huh? Oh no." Sunder turned his head back and noticed a large shadow coming down upon him, he noticed it was U/Spider-monkey and it was too late to act!

With a splash and crash the two alien behemoths wrestled in the muddy parts of the marshland that was near the forest. Eunice was nearby staying out of sight from behind a tree when she noticed a large bear sitting next to her.

"Eep!" She was startled at first, but soon enough the animal warmed up to her. Eunice was about to pet it when her touch on the animal's fury hide triggered something inside her, suddenly she felt like she could do anything and her target right now was the big burly alien hunter brawling with her friend.

With a splash and slam Sunder performed a suplex on U/Spider-monkey which sent him into the ground, but Ben wasn't out yet. With another green glare that lit up the area Sunder was now being steamrolled by 'Cannonbolt'.

"Gggh! Get off, ya big round moron!" Sunder struggled to say while being pressed into the muddy ground by Cannonbolt's rolling form, soon the alien hunter gained strength and pushed him off like a beach ball and tossed him into a tree. Sunder certainly wasn't looking any better, Ben was giving him quite a fight over Eunice, but the latter didn't know why Sunder was chasing her.

"What do you want with Eunice anyway?" Cannonbolt asked as he got back up on his short legs.

"I was hired to capture her, you don't need to know any more than that." Sunder said cracking his knuckles readily. His energy axe was somewhere a few feet away but he was willing to pummel Tennyson instead.

"That's enough!"

Both aliens looked to see Eunice making a straight dash towards Sunder in an attempt to rush him, even though he was laughing he was certainly shocked when Eunice plowed into him with the power of a freight train. Like an impact from a comet crash Eunice collided in to him with no damage to herself but certainly sent Sunder flying into a large boulder several feet behind him.

"Wow!" Cannonbolt said in awe when he saw Eunice do that.

She wasn't done yet, she ran again and this time she quickly touched a snake down by her heels that resulted in a brief green glow around her body. Ben was watching in interest as the glow quickly dissipated and Eunice dashed toward Sunder with unexpected agility and flexibility. When he tried punching her with his left arm she nimbly ducked and slid across the mud ground to end up behind him.

! She then slid her arms around his neck and kicked the back of his knees so she could hold him into submission.

'That's incredible! If I was in human form I would actually have an erection right now.' Cannonbolt thought and morphed back into Ben form.

Sunder was helpless and the sight of the angelic and mysterious Eunice doing it made Ben want to tackle her down and kiss her.

"Now start talking, what am I and why are you chasing me?" Eunice asked through gritted teeth as she held him in that submission hold.

"Uggh grrakkk! Leggo and I'll t-tell you!" Sunder struggled to say when Ben walked over, but before Eunice could release her grip and before Sunder could say anything another voice popped up.

"Jeez I send ya on a simple job and things get messy. Literally."

All three of them turned to see the diminutive form of Azmuth himself walking amongst them and surveying the scene before him.

"Azmuth? What's this all about? You hired this guy to kidnap Eunice?" Ben asked aghast and affronted.

The tiny alien looked up to Ben and shook his head. "Not exactly, kiddo, but you gave it a name? Eunice? Makes sense in a weird way I guess."

"Why did you call me 'it'?" Eunice asked letting go of Sunder allowing him to breathe a little easier.

"Because your name's not really 'Eunice' like you think it is, it's Unitrix. You were the first prototype of the Omnitrix I invented." Azmuth revealed stunning both Eunice and Ben.

"B-but that doesn't make sense! She's human shaped and she thinks and feels, she can't be one of your old Omnitrixes!" Ben protested but Azmuth simply shook his head again.

He hopped up to Eunice's shoulder and lifted her golden hair up a bit so he could press one of his tiny hands against what appeared to be a technological glyph of green and black.

Ben was unsure of what it was but chalked it up to be a birthmark of sorts, at least until Azmuth pressed down on it like it was a button which led to a bright green flash surrounding Eunice.

When Ben unshielded his eyes he looked to see Eunice had vanished was replaced by a small cylinder that appeared to be an 'Omnitrix core'. "Eunice!"

The core dropped from the air and into Azmuth's hands. "This was what I was talking about, kiddo. This is actually the Unitrix; the person you knew as 'Eunice' was simply a construct rooted from when Gwen touched the surface of the pod. I sent it away to keep it safe, but I didn't count on it seeking out the Ultimatrix, you, when it was on course."

Ben let this all sink in and let the brief memories of Eunice flood his mind and remind him that she was indeed real. "She is real, Azmuth. Let her change back." He said firmly but Azmuth wasn't budging.

Sunder was eyeing his energy axe nearby warily thinking he might need it again to deal with the Tennyson boy.

"Ben what's going on?" From the distance came Gwen and Kevin making their way hastily down to the marshland where the three stood.

Gwen was indeed clothed again in her usual red long sleeve with dark skirt and surprisingly enough Kevin was lugging a large catch of fish over his shoulder when he appeared.

"Azmuth and Sunder? What's going on and do I have to put my fish down when I hear the answer?" Kevin asked threateningly to the two aliens facing Ben. He was actually more worried about dirtying his catch at the moment.

"Ben? Where's Eunice?" Gwen asked clearly noticing Eunice was nowhere in sight.

Azmuth held up the Unitrix core to show her. "You're looking at her, I hired Sunder to come pick it up without causing a mess, but it seems that wasn't the case since the Unitrix was keeping him in a headlock in the mud. I'm taking it back and storing it, Ben." Azmuth directed the last part to Ben who was now staring him down. "She's no more real than any of your transformations, I'm not a monster."

"All my transformations feel real to me and she's as real and alive as I am since she came here. You can't just take her away to be stored somewhere for the rest of her life, I'll fight you for her, Azmuth. You know that full well." Ben said daringly which elicited a small look of surprise from both Gwen and Kevin, but they nodded and sided with him.

Azmuth looked thoughtful for a moment and smirked. "I know you make bad choices quite often enough and I do know you certainly would start a ruckus if I didn't hand this back to you. So far I left the Omnitrx and the Ultimatrix in your care; I guess one more wouldn't hurt. If you really think you can teach 'Eunice' to be as human as you are then by all means- take it." Azmuth said coolly as he tossed the core back over to Ben who grabbed it and pressed down on the glyph that erupted in another green flash.

The human form of Eunice once again stood before them all in awe of what had transpired just now. She then looked fearful and turned to Ben to ask a question: "A-am I real?"

Ben,Gwen, and Kevin all nodded. "Yes, you certainly are, welcome back." Ben said warmly and felt Eunice push herself into his arms for a hug of the most needed comfort after her scare.

"Thanks, Azmuth. I promise she'll be safe with me." Ben said over her shoulder to the little alien.

"Just don't make me regret this, kid, if you so much as start another self-destruct mode I'm gonna-"

"I won't! I Promise, I'm not as crazy as I used to be." Ben quickly protested while Kevin muttered his breath something like 'yeah right'.

"Well I'll be going then, Ben, have a lot of work to do on New Galvan and if Eunice ever needs something like a job in my labs or whatever then give me a call. C'mon, Sunder. Job is done here." Azmuth said nonchalantly and headed to where Sunder stood. A small halo beam surrounded the two and prepared to transport them out of the area and back to Galvan Prime.

"Do I still get paid?" Sunder asked as the beam light shone upon them.

"Maybe, you got your butt kicked quite a bit back there just now after all." Azmuth said when they teleported out of sight.

Ben waited for Eunice to let go but she did not, like a scared child she wanted to feel secure in another's arms, but eventually she detached herself and smiled sweetly at him once again. "Thank you, I had no idea who or what it was until Azmuth showed me. I think I prefer life on this planet in this form to any other alternative, if you'll help me that is."

"You don't have to ask, you can stay with us as long as you like." Ben added which caused a flush of red to appear on her delicate cheeks.

Gwen looked between and instantly knew what may or not happen later today, Eunice was a definite but that was up to her and Ben since everything was still new to the girl.

"Well I'm hungry, we could either stand here all night or we could go back to camp and make smores." Gwen suggested and clapped her hands.

"Oh yeah!" Ben and Eunice said in surprise unison as the four now walked back to their setting.

"Cook your smores if you want but I'll be cooking my fish." Kevin added on the way there.


After eating some melted smores and retelling some of their outer space adventures Gwen decided to get comfy in one of the tents where her sleeping bag was while Kevin got comfortable enough to sleep seated on a large wood log. Only Eunice and Ben were left awake and active.

Eunice eyed Ben when he didn't notice a few times and wondered a few things about what exactly is Gwen and Ben's supposedly bizarre relationship.

She got up to lean against a tree and looked straight at the glowing moon in the night sky, to her there were so many things to learn and adapt to and it was such a rush to her already. She wanted to 'be human' and certainly didn't want to be an alien silicone ever again. Unknown to her Ben had gotten up as well and made his way over to her, he wasn't possessed by charm magic or mystic lust, he just wanted to do what was on his mind ever since getting to know her.

"Hm?" Eunice blinked in surprise when she noticed Ben's face up front of her own, in a no time at all he leaned forward and captured her lips in his own. Her eyes were as wide as saucers as her mind was still trying to grasp the dynamic of what was currently happening, but yet she didn't want to let go.

After a few moments he let go and noticed a confused look on her sweet face, immediately Ben felt an apology was in order. "s-sorry, I didn't mean to force that on you, I sorta just had the need to do that because you were…well you. I'll…just go over here now." Ben said in a rush and made his way away from her to sit by a ravine near where he and Gwen made love this afternoon.

Eunice was about to say something until he left so abruptly, true that she was very new to many things but the kiss…certainly wasn't unwelcome. She mulled for a moment and went to find him.

'Stupid,stupid,stupid! Why did I do that? She's new to everything here and it wasn't right to sneak a kiss on her like that. I can't believe I gave into that urge, but now I suppose being without the charm is a good thing. Having that thing turned everything upside down, for better or worse I might add, but still… I shouldn't have done that to Eunice.' Ben mulled in regret when he felt the feminine presence behind him.



He turned around to see Eunice innocently looking at him, he felt more guilt and turned his head so he could talk to her. "Look I'm sorry for what I did, I didn't me-"

"I liked it." Eunice cut him off by pressing a finger to his lips. She giggled again as his dumbstruck face.

"Not that I'm complaining or anything, but why?"

"Why not? Gwen and I have been talking a lot since Azmuth allowed to stay; she told me of the 'Polygamy' you kinda have with quite a few other women. She also told me about Amalia and Charmcaster in regards to this 'charm effect' I heard about, but I must say you charmed me just fine. I didn't feel any magic or sexual needs that I wasn't already aware of, plus she said you were checking me out a lot." She explained pulling herself closer to him.

'Gwen you rock.' Ben thought while feeling her minty breath up close. "None of that bothers you at all? I mean that's something that's not so common or even that welcome in Earth society nowadays. Why are you so comfortable with it?"

She simply shrugged. "I came from Gwen's DNA, Ben, I share a lot of her feelings and thoughts and this didn't come as all that shocking to me when I heard. I don't care, Ben, and the only thing you should care about is this-" with that she pressed herself forward and captured his lips in her own yet again, but this time they remained there in each other's arms for a lot longer.

It finally happened; Ben and Eunice together in each other's arms, the blonde angel proceeded to slide her tongue into his mouth while pinching his butt with her left hand. Ben was holding her close to his body as they continued swapping saliva, Eunice mewed and moaned when he moved one of his free hands underneath her loose fitting pink shirt to rub around on her breasts.

Eunice was feeling alive again and Ben felt maybe he didn't the charm magic after all, it never brainwashed the girls or forced them to do something they didn't want. It just made them horny, but it was magic so thus it was unpredictable at best, but this was genuine attraction and response he was sharing with Eunice, nothing else.

Feeling impatient Eunice used her own hands to pull down her tight jean shorts and leave them around her sandaled feet, she pulled up her shirt next to reveal her luscious breasts that were equal in size/shape to Gwen's. Feeling ravenous Ben let go of her lips and moved his head down to her bust where he started licking around her right nipple while pinching and fondling the other. Eunice instantly felt her arousal peak and face go beet red at the contact, she felt her thighs buck inwardly at his touch and kept her right hand occupied by rubbing the bulge in his pants.

Ben moved his head from one breast to the other and moved his hand from her breast to her down between her lithe legs. He felt the soft/damp skin of her vulva between his fingers and continued his ministrations on it which caused her to squeak and kick her legs a bit when he touched the sensitive flesh.

The two needed to get more comfortable and leaned back on the soft green grass where Ben continued his ministrations until Eunice unexpectedly pushed him off so he could lie on his back instead. She stood up and kicked off her shorts and sandals, she left the shirt scrunched over her breasts and crawled down over to him like a hungry lioness.

Her hands went to his bulge and massaged it in rotations for a couple of minutes until she pried down the zipper to reveal his hard length springing out. She grabbed it carefully and lowered her head down on it without delay or foreplay; her mouth breathed a warm breath over the flesh and elegantly she lowered her head onto it taking the member into her mouth.

Ben clutched the grass beneath him as he felt her tight throat enclose around his dick, instantly she went to work by pumping her head up and down with his meat repeatedly being swallowed up by the cavern of moist mouth flesh. Her blonde head bounced up and down through Ben's view and each time she covered his rod with her mouth he felt his stamina nearly give out, apparently she inherited Gwen's talents when the pod absorbed her DNA and created Eunice. Loudly audible slurping sounds could very easily be heard from anyone nearby but thankfully there were no prying eyes spying on them.

Her head suddenly pumped down and up at an accelerated rate and Ben clutched the grass even tighter, but before he could release himself she stopped abruptly and pinched his shaft to avoid setting him off.

"What didja do that for?" Ben asked with slight annoyance, but Eunice smiled at him before she covered him up with her own body to proceed to the next step.

Loud flesh slapping sounds were soon heard as well as barely contained moans from both guy and gal. Ben had Eunice holstered up in his arms with her legs around his butt bouncing against his hips, his slick meat repeatedly sliding into her juicy snatch for what felt like fifteen minutes. The beautiful girl from the stars looked adoringly into her lover's eyes while they continued, each moment passed where she enjoyed being human more and more.

Ben's hips stopped thrusting and instead he ground himself around and inside her, she bit her lip and clutched him tighter with her beasts squishing against his chest. Her toes curled a bit as she felt her end come close, but held on and moved her mouth back to his where she greedily sucked Ben's tongue into her mouth. The two went at it and changed positions to where Eunice was lying down on her back with her legs hiked over Ben's shoulders as he continued to plow his slick member into her tight pussy.

With each slam of hips against feminine hips Ben pumped into her and became that much closer to losing it inside her tight crevice. With a few more thrust following with one final shove of his meat into her pussy Ben loudly moaned her name and felt her pussy muscles convulse sporadically on his dick.

In that brief instant he closed the gap between them and pressed his body snugly on top of her own while his dick spewed forth globs of his seed into her tight fleshy passage, spurt after spurt of sperm flooded her womb as he lay over her with her legs locked around his butt. Missionary position was apparently a very favored position for him and the girls.

Feeling his body undulate several more times along with her own Ben finally finished cumming and slumped over her on the dew covered grass of the forest. Eunice stroked his hair lovingly as they rested into the night.

"I think I'm going to like it here, very much. Being a human now is so enjoyable." Eunice said to herself with a glowing smile as she held Ben snugly like a big plush teddy bear.

Norton XReport

2014-07-16 04:35:47
Long story, but very hot. Thanks.

anonymous readerReport

2013-11-16 20:40:19
My name is Adam Steppings I want sex 3 days time at 54 durnsford bounds green lonond n11 2ej

anonymous readerReport

2013-10-25 18:52:30
Cvudiv Thanks for the post.Much thanks again. Really Great.

anonymous readerReport

2013-09-12 16:42:18
QKxSfk Im obliged for the article.Thanks Again.

anonymous readerReport

2013-06-30 07:22:10
It's Lycan 13. I see you found this website too. Are you gonna post the rest of it plus the chapters we haven't seen yet like chapter 35 and over?

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