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Ben 10: Omniharem
By : Praetor
Category: +1 through F > Ben 10 Omniverse
Views: 112858 -:- Recommendations : 0 -:- Currently Reading : 5
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Chapter List
- 11
- 12
Thank you for your interest, if you made it this far then you know what to expect. Porno plot, ridiculous proportions, hypersexualized functions etc with some butt stuff just for fun. New tag for this one includes Genderbend. If that’s your cup of tea then proceed.

Ben was relaxing in his pent house in his usual way. A soda in hand, a cool movie on the big screen TV, and bitches between his legs. This time it happened to be Kai and Julie. The two stately women were on their knees in front of him trading his dick around like stocks on wall street. The Japanese doll in red and yellow lingerie was sucking hard on the head with her eyes closed, savouring his meat like it was Thanksgiving. The Navajo beauty was beside her in the tan and brown garments, the short dog eared headband holding her hair back as her big almond eyes studied Ben’s cock, waiting eagerly for her chance to strike. Her hands were on his shaft, the length having enough meat to occupy both of them as she jerked it around in his mouth while Julie’s hands played with his dangling balls.
As Ben watched the film and the girls, he felt a buzzing on the couch he knew to be his phone in the pocket of the pants he had partially taken off. As he fished for it he wondered if they had trousers with easy access removable crotches. When Ben withdrew his phone he saw that the caller was Rook.
‘Hello, what’s happening?’ Ben asked while stifling a moan
‘Found something quite interesting on a raid last night.’ came the soothing voice of his long time partner on the other side
‘Well hello to you too.’ Ben said with a chuckle, trying to seam friendly and alert despite the attention his better half was getting
‘Sorry,’ he said ‘I was eschewing pleasantries due to the nature of this find.’
‘Oh, alright then. What’s the matter?’ he asked as Julie traded her toy with Kai and proceeded to give his balls the same loving treatment with her mouth
‘Are you busy? I’m getting a lot of background noise.’ he said
He must have been referring to the sucking sounds and giggling of the girls ‘I’m deep inside a building, the signal isn’t so great.’ he said
‘I see. Well, we were tracking some smugglers in a corner quadrant of the galaxy who were hiding their transfers. Nothing big, mostly parts for a space ship but once they started moving plasma cannons, we had to act.’ he said
‘So what was the find?’ asked Ben while groaning silently as Kai started taking him halfway down her mouth as their hands jerked the excess
‘Just parts, but but upon further investigation we found they were moving parts to an old friend of yours…’ said Rook
Ben’s phone buzzed and he looked at it to see he received an image text. He opened the message and saw a familiar alien script he knew the meaning of too well. He had seen it inscribed on messages most of his life especially early on as a hero.
‘Vilgax…’ Ben said slowly
‘Odd right?’ said Rook
‘I thought he was dead, or at least trapped in a pocket dimension or something.’ said Ben
‘Well he’s out there, or at least someone pretending to be him, and he’s building something.’ said Rook
‘Ben, are you all right?’ asked Julie
He looked down and saw that his mighty rod had gone a little limp in their hands. The engorged veiny mass had lost its rigidity and now flapped about as they tried jerking life into it, the muscled ivory snake bending around their hands.
‘Something came up.’ he said, echoing Rook’s earlier remark
‘Who was that?’ asked Rook
‘Not important.’ Ben said ‘Do we have a lead?’
‘We have their routes, we are pin pointing the approximate location now.’ he said
‘I’m coming.’ said Ben as he hung up
‘It doesn’t look like you are.’ said Kai as she let go of his cock, the organ falling between his legs without strength
‘Sorry, I have to go.’ Ben said as he began tucking his slimy cock into his pants
‘Please don’t…’ they mewled while pawing at the bulge
‘It’s important.’ he said as he began fiddling with his watch
‘Please come back quick.’ said Kai
‘I’ll let you put it in my ass…’ said Julie, she being the least inclined to do butt stuff in his harem
‘I’ll be back in a bit and don’t worry, I’ll be fucking something well.’
He pressed the secret button on his phone that activated a beacon for the teleporter on the Plumber space station. In a flash, he was digitally broken down in molecules and beamed to the station.

‘It’s been a while since we’ve been on mission together.’ said Ben
‘Indeed,’ said Rook ‘I think we got promoted too fast sometimes.’
‘The result of being good at the job.’ said Ben
The two were trudging through the mud of a swampy planet in their old Plumber field uniforms, the mostly black tactical suits insulating them well against the moisture of the humid locale.
‘No wonder Vilgax hides here, no one else wants to visit this place.’ said Ben
‘Kepler Five is a small moon highly valued for its murky environment by ecologists.’ said Rook
‘No one with anything better to do than study moss.’ said Ben as he pried his foot from a sinkhole
The moon was on the other side of the planet at the moment, so it was darker than night and they navigated by infrared scopes on clunky goggles.
‘Why did we land so far away?’ Ben asked
‘We do not know what kind of scouting capabilities Vilgax might have, we couldn’t give ourselves away with a premature deployment.’ Rook explained
‘I beat him before in better form, I think I can do it again.’ said Ben
‘I know a frontal assault with no tact has worked for you well in the past, but he is very slippery as you no doubt are aware. An air of prudence would be best.’ said Rook
‘There!’ Ben said
A little ways off they could see the beginnings of a hard structure, something distinctly foreign amidst the swampy mud pits. Ben slid his goggles up and shone a red light on his chest strap.
‘Yup, that’s a spaceship.’ he said
A massive spaceship, likely an old warship, was firmly imbed in the ground and probably sinking. He could only see part of it with the light but he knew what a ship looked like by now.
‘Quite, I am scanning now.’ Rook said as he raised his gauntlet and a beam ran across the surface of it a few times ‘seems to be a Class 8 Battlecruiser, or was at some point. Definitely the kind that the parts we lifted off the smugglers fit. The data was right, they were here before.’
‘Great, how do we break in?’ Ben asked
‘Quietly.’ Rook said as he put a magnet on the hull
A laser emerged from its center, making a circle on the hull that then began to sizzle and burn through. After a bit of time that seamed an eternity to Ben, the hull plate dislodged. Rook was waiting, holding it by the magnet so that when it seared through, he could remove the hunk of metal like a manhole cover. Ben helped him with the hefty hub cap and they set it in the mud.
‘Well you came prepared.’ said Ben
‘It is best to have at least a few plans on hand.’ said Rook
The two stepped through the hole and were inside the ship. It seamed desolate and unpowered, though the murky exterior didn’t seem to greatly contaminate the sterile interior. Once again it was pure darkness inside even with their red lights, so they put on the night vision goggles again.
Rook played with the computer on his guantlet ‘My scanners indicate power is only flowing through a few parts of the ship, such as the engines, mess hall and bridge. It has created a virtual map for us to guide the way.’
‘Is there anything that computer thing doesn’t do?’ Ben asked mockingly
‘It doesn’t count my steps.’ the ever serious Rook answered
‘Really, most watches do that now.’ said Ben
‘I know, but really-‘ Rook started
Before he could continue the sentence, there was a great rumble as the ship whirred to life. Or at least tried to, the lights flickered dimply and the sound of machinations resonated through the floors. Ben looked behind them out the port hole they made and saw the tree line from the swamp getting lower.
‘We seem to be taking flight.’ Ben noted
‘Then some one must be on the bridge!’ Ben declared
He took off in a sprint down the hall along with Rook, who took a sudden left while saying ‘the bridge is this way.’
‘Which is that way!’ Ben added as he turned mid stride
The two bounded down the labyrinth of hallways. In prestine condition it was probably logically arranged and easy to work through but in the delapidated state of the thing there were broken doors and debris clogged halls. Some halls had lights that actually stayed on but none of them were really bright, so they kept their goggles on as Rook lead them to the main elevator.
Upon getting in, they began the ascent to the command deck. Very slowly. It was only seven stories up from where they started but the evelator crawled, catching on the walls and taking a second or two to dislodge with a loud metallic clang. The thing groaned as it ascended so slowly Ben didn’t even feel the change in speed or place. He did feel the stops and jitters though. He was becoming more afraid of the thing crashing without warning and sending him plummeting to his sudden death than Vilgax.
At least he knew he could beat Vilgax in a fair fight. When the doors finally creaked open, they sprange like a mouse trap. Rook jumped through the door with his blaster drawn while Ben had to physically push his side of the door the rest of the way closed before he could join him.
‘Vilgax! Present yourself and be detained!’ Rook called out
‘What happened to stealth and tact?’ asked Ben
‘Sorry, the elevator ride made me anxious.’ Rook said
‘Yeah, how did we get that mixed up?’ Ben asked when a voice shuck the room
‘Ben Tennyson!’

He knew the voice, but the tone seemed off. The lights came on in a flash, turning the dark green room they saw through their goggles shock white, blinding them. Before they whipped them off, something grabbed Rook and hoisted him to the side as he yelped. Ben rubbed his eyes and tried to get them to adjust to the brightness as the unmistakable figure loomed on the deck of the bridge.
‘My scanners picked you up when you landed, it was a simple thing of waiting for you to come.’ said the alien overlord
‘When I heard you were back I wanted to pay my old friend a visit.’ he said as the blurriness faded
The figure began down the steps as big as he remembered. Clearly over 8 feet tall and wide enough to match, with broad shoulders and muscular arms.
‘Then you do remember, I thought you forgot all about me in that phantom zone. It was no small matter getting back, as you can see the effort fried my ship. But nothing keeps me away from what I want for long.’
‘and what do you want, revenge? The Omnitrix??’ he asked
‘I want you!’ Vilgax croaked
With a final blink Ben saw clearly, and stared aghast. It was Vilgax, but he was different. He wasn’t even a ‘he’ anymore. She was as huge as ever but in slightly different ways, she was wider at the already wide hips than before and narrower at the waist. She sported a spectacular hourglass figure with thick meaty thighs under the metal lined thigh high armoured greaves, a toned core and broad shoulders that supported her muscular arms. Her face was more feminine, with a pointed chin and defined cheekbones, but her Cthulu tentacles moved from her face to her head, where they dangled like hair in large, long tendrils down her shoulders and back. Her skin was a vibrant green with big red eyes and darker, plump lips and eye lids.
His face went from a shocked expression to one of open mouthed awe. Not as much for seeing his long time nemesis as a freakishly tall uber muscular aliens babe but at the sheer size of her boobs. His greatest weakness, each tit bigger than a beach ball and nestled in giant cups on a battle armour that had seen better days. They only went two thirds of the way up but the soft green titflesh that bounced out the top of each was greater than a couple of his favourite sluts. Each step she took sent the orbs bouncing in their loose restraints, almost as if the armour wasn’t even made to contain them.
‘Ben,’ he thought ‘what have you wrought?’
His perverted desires and fetish delusions had extended far beyond all women he knew and even didn’t know, and had turned his greatest foe into a hyper busty babe. He really had to think about his fantasies now.
‘Surprised to see me?’ she asked, her voice now understandably feminine
‘What do you want with me?’ he asked, finally speaking something but unable to pull his gaze away from her fantastical rack
‘What I have always wanted…’ she said as she finally got on his level and walked across the floor to him
‘You can’t have the omnitrix.’ he said in an attempt at defiance
She smiled at that ‘Oh I don’t need that little trinket. You can keep your hand too. No, I have a much better idea for getting what I need.’
Even though she was now in arms’ reach, he sensed no hostility from her. She was almost two feet taller than him, his face eye level with her bodacious boobs, but her arms were to her side and she was looking straight at him, having to peer over her breast.
‘I need your seed.’
Ben sputtered, completely caught off guard by that.
‘My what!?’
‘Your sperm, the fruit of your loins. You have been wielding the Omnitrix for almost a decade now. It has to have imprinted upon your DNA its secrets.’ she said
Maybe that’s why he had been so blessed. He wasn’t well endowed before the Hero X event but in his masturbations, he noticed he came a lot and had no problem recovering or retaining an erection. Maybe the feint glow in his cum was more than an imagination.
He looked to the side and saw that some tendrils from the wall had ensnared Rook and held him in the air by his chest, his arms pinned to the side and a metal tentacle over his mouth.
‘I figured you wouldn’t come alone so prepared some snare bots for your friends. Although I didn’t expect you this soon.’ she said
‘So you don’t want to kill me or take the watch?’ he asked, so confused by this turn of events
‘Not at all, I just want your cum. Give me your penis Ben, and I will reward you very well.’
She said that last part while unclasping her chest piece. The inadequate armoured corset fell open and the massive green tits flopped out. They were a darker green than the lime of his co wife Attea and even bigger, assuming their tear drop shapes on her chest with only a little wobble due to their firmness. His whole head would be swallowed by them if he decided to motorboat them.
He opened his mouth to spit some retort but only drooled instead, he knew what he wanted. It was Rook who spoke next, slipping out the tendril to say ‘It must be a trap Ben, give her nothing!’
‘Silence you!’ called Vilgax with a whip of her head that sent her hair like tentacles flying in the wind and those magnificent breasts flopping
They bounced into each other, sending ripples around them that made the palm sized perky nipples wink at him. Ben didn’t even think about Rook, the practiced hands shooting up to seize wide fingered fistfuls of the bountiful knockers. The big warm fun bags sifted around his touch and engulfed his fingers as they pushed the nipples in and lifted the breasts. Vilgax looked back at Ben with a coy smile.
‘Ah, so we have a deal?’ she asked
He didn’t even notice the metal coils pull Rook to the ceiling, where he smashed against it and went limp with the tentacles wrapping his dazzed and probably unconsious body tighter.
‘Uh, no…’ said Ben, now unable to remove his hands from her gigantits ‘I just saw that your boobs were heavy and figured you needed a hand holding them.’
‘Luckily you have got two.’ she laughed as she grabbed him by the waist
Her long hands wrapped almost completely around him and lifted into the air easily. He didn’t even have time to question what was happening before Vilgax drew him close to her body, smothering him with her breasts.
As he imagined, the enormous green valleys of titflesh swallowed him whole. His hands continued groping her tits, palming the huge nipples and squeezing around them as if to milk. She was now walking, each step sending her huge boobs bouncing as he wiggled between them, suffocating in darkness but feeling the warmth of her firm bosom all around his head. He lifted the boobs and pressed them around his head, increasing the pressure of the firm masses on his face while gripping them tighter.
Then abruptly he was pulled from them and thrown back.
‘Hey! Wait-‘ he sputtered as he landed in a chair
She had carried him to the command deck and threw him into the captain’s chair. It was made for her and he had plenty of room while sitting. Vilgax dropped to her knees in front of him, those massive tits with reddened hand prints bouncing with every move.
‘For what?’ she asked ‘I thought you wanted this?’
Her hands went to the trousers on his uniform. The big fingers were unable to properly work the fasteners on the belt and buttons of the pants. So she grabbed the belt and ripped it apart, then did the same with his pants.
His first reaction was indignation, how dare she tear a plumber uniform? She pulled the fabrics from his bare legs but he still had black boxers on. Those too were ripped apart by her eager fingers until she breath an elated sigh at the sight of his manhood. It laid semi erect between his thighs, slowly swelling to full size now that they were free but plenty invigorated by the boob play. The tip was going past his knees and the edge of the large seat, slightly leaking precum.
‘It’s gorgeous.’ she said as she ran her fingers along it from base to head ‘so long an girthy.’
It began to rise with a gradual upbend as she caressed it ‘and these veins, shining blue and bulging all along the surface. I never thought an organ could be so magnificent.’
Ben wondered if the praise was also a side effect of his manipulations or the natural reaction to a human horse cock but it never failed to excite him and even the dread of facing Vilgax couldn’t wash it away.
‘Think it’s big enough to satisfy one of your kind?’ he asked
‘Oh, more than big enough. This will do far more than satisfy me.’ she said
She finally wrapped a large hand around his meaty shaft. It’s not like they were manish, being as dainty as a normal woman’s but due to the sheer size of her they were able to make full fists around his shaft. One mighty green hand slid near the top, coaxing a sweet pearl of precum to ooze out while the second one formed around the base.
The two hands worked in tandem to jerk the rod around, causing it to grow to full 19 inches and fill her hands. She bowed her back to get her face down to it. She opened her mouth and let her tongue fall out. She ran it over the head, proving as moist and warm as he hoped her alien tongue would be. She shuddered visibly from the head of his organ and its salty pearl, clearly excited by the rod.
She then dived down upon the dick, the cock rod slid over her tongue and hit the back of her throat. She breathed out her mouth, warm air washing over the cock as she jerked the excess. She closed her lips around the shaft and bobbed her head, quickly getting a good idea of how this ‘blowjob’ thing worked out. His cock travelled over her tongue within the tight seal of her plump lips as the cheeks began to puff out with the building up saliva.
She swallowed and opened her mouth again, a small stream of saliva running down the shaft as she pumped it with her fists. She then dove down upon it. His back bent as she plunged, the cock pushing past the opening of her throat and sliding easily down the hot, warm throat.
Her size and height made swallowing his cock the easiest it had ever been for anyone and in no time, she was nose deep in his lap with a throat bulge that ended at her sternum. Her hands slid up his body to set on his shoulders as her heavy breasts pooled on his lap. She then pulled herself up off him, his cock being removed from her throat with a wonderful friction and heat that left a saliva slime trail along the whole of his cock.
Once she was at the apex, the head hanging behind her lips like a big fleshy lollipop. With those hands on his uniform top, she yanked them apart, tearing the top off his body.
‘Hey! Stop destroying my uniform, it’s kind of expensive.’ he said as she bared his chest
Now he was sitting basically naked in the shreds of his clothes on her command chair. She slid her hands over his hardened muscled body before diving back down, fucking him with her throat and mouth. She worked her whole body up and down his cock, the hard stiff organ bending when it needed to in order to accommodate the throat and mouth working over it. Her magnificent boobs swung around under her and slapped his thighs as her hands went from feeling his fit body to holding the edges of the seat for stability.
He began pumping his hips in the air, enjoying the pleasure she was giving him with the face fuck. Her red eyes were usually closed as saliva leaked out the sides of her mouth, her tendrils dancing about her head and shoulders along with her giant breasts under her. She then pulled her head off him and swallowed her mouthful of precum and spit.
‘Time for the specimen collection.’ she said
‘The what now?’ Ben asked
‘I need to collect your seed…’ she said as she reached for her pocket as the other hand continued stroking him off
‘Woah, is this going to hurt?’ he asked
‘Of course not, how did you think I was going to get it?’ she asked
‘You know, I’d cum inside you. Or maybe shoot all over your face?’ he said
‘You have the strangest fantasies.’ she laughed ‘No, I need a pure sample of your spunk in stasis.’
Spunk? Did his universe meddling also impart sex slang onto the women? She finally pulled her device from her pocket. He was expecting a test tube or something like those giant flesh lights they use on horses but instead it was just a condom.
‘Really?’ he asked
‘I’ve done some research on your kind. Though quite well endowed, I think it should still work nicely.’
She ripped the condom open and pulled out the plastic. Placing the dimpled side on his cock, she began to slide it down.
‘Hey, listen. Even the largest condom ever made wouldn’t very well fit.’ he said
‘Good thing I made this. It’s made from a polymer far beyond what you humans can create at your level of civilization that can grow and shrink to fit its occupation. It will be a stretch but it should still cover your manhood.’ she said
She began working it down how shaft with her hands. Even on her knees and with him in a chair she was still hovering over him, looking down as she worked. Her muscled arms moved the hands down the shaft, rolling the transparent plastic over the bulging veins and pulsating white cock. She eventually ran out of condom two thirds of the way down.
‘There, it fits. How does it feel?’ she asked
‘a little tight.’ he admitted
‘All right then, as I was.’ she said
She opened wide and went down on him again. The condom deadened the sensation just a little but the heat of her body still leached into him and the pressure was just as good. He laid back in the chair with his arms at ease on the rests. Vilgax resumed throat fucking him, sliding him in and out of her throat as her hands messaged his body.
They slid down his abs to his base and then under it. They then found his balls. She only had four fingers on each and even though one could fit both, she used each on his nuts. They gently pulled and squished the testicals, working the squishy nuts through the fingers as she messaged them through the thin skin, trying to coax them into giving up the sought after goop.
Ben was once again bouncing his hips, helping her to fuck him with her mouth. The sensation was growing and he knew he would be coming soon. Desires filled him and he set his hands on her head reflexively. There was no natural hair he was used to so he made due with stroking her head tendrils. He suspected she liked it because she started wagging her head under his hands, which intensified her blow job as his pulsating cock bent and twisted inside her.
Then he really got excited and stood up. With a mighty pelvic thrust he got her to sit back on her heels. Standing on the footrests, he was finally level with her face and able to take over the fucking. He held onto her head tenticals as softly as he could, unsure of if squeezing them hurt her, and went to pound town. His muscled thighs and ass flexed and extended to work the donkey dong inside her mouth
Those red eyes looked up, wide and alarmed by the sudden loss of control. Her huge hands went to his waist but then she remembered this is what she wanted. Her hands rested on the groove of his hips as he bucked wildly against her, his heavy swinging balls slapping her chin and neck. Saliva oozed out the corners of her lips and trickled down his manhood and onto his balls, where the swarthy sack flicked the droplets all over. Some also ran down her chin and dribbled onto her gently rocking tits below them.
The heat and tension of her spasming throat around his invading cock was thrilling, especially as he was now throat fucking a gender bent version of his oldest and among the strongest enemies. The slapping sounds of his balls smacking her chin and neck were lost in the squishing sounds of wet air escaping from her over stuffed mouth and the gag sounds she made.
Ben doubled over her as he hit the fever pitch, his balls drawing tight and hands grabbing harder on her head. The heat and pressure of her swallowing throat all along his cock was too much as he was fucking her with all his might. With a drawn out groan, he came.
He went rigid over her as the pleasure washed through his body and then collapsed, falling over her head as he buried himself to the hilt in her face. Luckily, she was a big and strong woman and she held him against her by the thighs. He flopped over her head and put his hands on her shoulders, lifting himself up so he could give her a few more long, slow pumps into her face.
He felt the heat of his seed on the tip of his cock as he filled up the end of his condom. After a bit he recovered and knew his wilting cock would be easiest to pull out now. He sat back into the chair, his softening member retracting from her mouth as she bent to make the angle easier on him.
Halfway out he still couldn’t see the condom though, and wouldn’t until the last third. Vilgax’s eyes went wide and she made a gagging sound as the head of his cock left her throat. She choked down a caught and grabbed the arm rests. Ben sat down and pushed her head off him. When the tip of his semi hard cock slipped from her mouth past her lips he could see the condom stretched thin. The ring was still clinging to the thickest part of his cock near the top but the rest was slipping off into her throat and apparently stuck.
He quickly pinched the ring to keep it from sliding farther off. She grabbed her neck in the chocking gesture as he pushed her off him slowly. The stretching of the condom between his cock head and where it was stuck in her throat widened until she coughed again. With a final hack the end sloughed out.
They both stared in amazement. Hanging like a ball at the end of a string in the condom was a bulbous water balloon like collection of his spunk. It looked like a gallon or two of creamy white, faintly glowing green in the right light milk had filled up the bottom of the condom. The resulting bulb got lodged in her throat apparently.
She hacked and wheezed, trying to catch her breath before saying ‘That’s a lot more than I anticipated. More than enough.’
She grabbed it by the end near his cock tip and carefully removed it. She lowered it to the seat between his thighs and pulled the end tight, tying it into a knot near the end and then double knotting it.
‘Sheer perfection.’ she said as she lifted the cum balloon ‘So creamy, so much. It’s still warm to the touch and so thick. Want to feel it?’
‘Nope, I am good.’ Ben said with his hands in the air
She bounced the condom balloon around in her hands a few more times before holding it up so another metal tentacle from the ceiling could take it away.
‘Now then Ben, I think that concludes our joint venture.’ she said while standing over him
‘Yeah,’ he said a little dejected ‘I guess…’
‘So let us discuss your reward.’ she said with a smile down at him
‘Wait, I thought that was the reward.’ he said
‘Of course not, I just needed a way to extract the element. Unless you want that to be the reward.’ she said, crossing her arms under her bare breasts
‘Oh no, of course not.’ Ben said with his hands up, already yearning to hold her again ‘I would just like to… erm…’
He really wanted to fuck her now, take her as he never could his old nemeses and in the most intimate way. But it wasn’t very heroic to demand sexual favours for anything, even from such a deplorable enemy who had wronged him so much in the past and was seemingly very willing to do so.
‘Oh I understand young Ben.’ she said with a smile as she climbed into the chair with him
Doing so made his cock ride up her front as it regained some of its rigidity but only kissed the bottom of her boobs due to how big she was. Ben said nothing and just moaned as he watched her great tits come closer and closer until they swallowed him again. Most of their mass ended up resting on his shoulders and her hands went to his sides to place his hands on her sides.
‘Go on Ben, take your reward. They’re yours to play with.’ she cooed
He wiggled his face around, wagging his tongue, making all the motorboat sounds as he fondled her massive, firm breasts. He bounced them in his hands, messaged them around his head, and kneaded them like dough as she just traced the muscles of his now bare arms.
‘I always hated these enormous breasts. They are huge even by our standards.’ she said ‘I was made fun of, and they really got in the way when fighting. But at least some people love them, and I can use that to my advantage.’
Apparently his gender bent reality even impressed upon her a back story he hadn’t considered. He pulled his sweaty head from her breasts to breath and then turned the right breast towards him. With an opened wide mouth he took the nipple in. It was larger than his lips could encompass, the membranes drawing tight around the buds with lighter green soft skin around it to spare. He squeezed the boobs in a milking manner while suckling, drawing the nipple into his mouth with the vacuum and licking around the skin.
Vilgax found herself moaning slightly and even enjoying it, playing with his hair as the air between her legs and their got hotter. His cock began to bounce around between them with the beating of his heart.
‘I must say, you are very good at this Ben.’ she said
He let the nipple slip to say ‘Thank you, I am skilled in a lot of things.’
He shifted his attention to the other nipple and repeated the treatment. He sucked on that one now, closing his eyes to moan around it as he bit it lightly and swirled his tongue around the nipple. His hand supported and stroked the breast while the other continued to grope and knead her twin sister.
‘Oh Ben, I am afraid I must make a request of you.’ she said as he continued suckling ‘Do you think that you could, how to word it… mate with me? In the same way you humans do?’
He spat out the nipple ‘What!?’
‘I am quite bothered, and desire your manhood within me. I want your seed, now more than ever. I know my form disgusts you, but it would be an enormous relief. If we were to bond physically, I think, we could even begin to heal the wounds of our past.’
He didn’t even know a human and whatever she was could do that.
‘Yes!’ he declared
She smiled and stood on her knees, those large muscular arms moving to her side to undo the armoured bikini bottom and codpiece of her battle suit. With a couple snaps, she threw the hunk to the side and stood before him in a battle thong. The small fabric covered whatever was left of her decency and he shirked his gaze away when she tore that off too.
He didn’t know what to expect when he looked back, fearful of something with tentacles, but she simply had a human looking enough pussy. Swollen. protrusive and pronounced labia with a distended clit, but still very fuckable.
Ben grabbed his cock and aimed the head at her entrance. The two locked eyes, enemies now turned fuck buddies by lust, and smiled. Vilgax dropped herself onto him with a war cry. It was about as easy to take hum from below as it was in her mouth but none the less pleasurable. She was well stuffed by his meat and had to work to get the last quarter in but in a few thrusts, she was sitting on his lap with his cock straightening her out.
There was no sign of a bulge on her front that his enormous fuck stick tended to make on the smaller women, only tight muscular abs holding her upright and tensing around their invader. The warmth of her thick, soft ass cheeks radiated onto his thighs as they found a home in his lap. She rocked around as he slid his hands over her hips, both getting used to each other and letting the heat of their pulsating sexes bond them. Then he slid those hands up her muscled core to rest on those massive tits.
He slowly lifted his hands, marvelling at how they disappeared into the soft green skin of those massive fun bags from below as he tried to lift them. His fingers and most of his hands were swallowed by the firm flesh before the perky tipped orb began to lift. Vilgax’s red eyes stared into his from around her tits, the ripped Amazonian alien warlord resting her hands on his shoulders.
‘This is actually nice.’ she said with a hint of a giggle as she sank into him
Ben was still getting used to this female Vilgax but could not deny how great it was to be having sex with such an amazing specimen who was also at several points his most vaunted enemy.
‘Yeah,’ he agreed with a groan ‘you feel fantastic.’
She laughed again as he lifted her boobs high enough for them to roll back into her neck and face.
‘Not that, although it’s rare that I can be filled so fantastically. I meant for us to be this intimate.’ she said
He started bouncing the tits in his hands, watching the gigantic beach ball sized tits ripple and bounce against each other from where his hands disappeared into them.
‘I guess you’re right.’ he moaned, eyes almost watering from how magnificent the boobs were and the stifling heat of her tight cunt around his sensitive organ
‘We spent so much time locked in fruitless combat, when the whole time all you needed were tits to fill your hands and all I wanted was your seed, and your animal cock.’ she said as she leaned into him
‘Yeah, something like that…’ he said into her breasts as the cascade of tit flesh smothered him once more
She apparently didn’t recall being a man, or their equivalent. Which he was all right with if it meant he could fuck her now without things being weirder. Her alien form should have repulsed him, but he had dated and fucked many extraterrestrials in his time. Other than the sheer size of her and intimidating build of her buff arms, legs and torso, she was quite womanly and the little alien characteristics like green skin and tentacle hair only made her more exotic.
She began to lift herself up, the muscles on her thighs swelling as she ascended his cock. That huge, heavy tits continued to drown Ben in the most euphoric fashion as he explored their expansive surface with his hands like a pioneer. The heat rode up his cock leaving a coating of pussy juice that was somewhat thicker than a normal human’s along its girthy, venous shaft. Once she was over a foot up, she dropped back down, letting gravity slam her back down onto him against all the resistance his huge dong had against her thick pussy lips.
She bottomed out with a thunderous slap as her volumous ass smacked against his thighs. Ben happily took over the task of keeping her tits together around his head and over his shoulders as she used her arms the rests of the chair to lift herself back up. She got into it faster, this time rising so high up he almost slipped out before plummeting back down on him. Her ass slapped his thighs each time as the slimy alien sex juices ran down his balls and collected onto the velvety seat of the chair.
Vilgax grunted as she picked up the pace, riding his horse cock like she was bourn for it. Normally the sheer size sent the ladies into a sexual frenzy or at least they had to get used to him a while longer, but she was already approaching the Bitch in Heat phase. She was huffing and puffing but not winded, being conditioned for battle and finding that strength and endurance useful here. Sweat began to gleam on her skin, giving the deep green a shine.
But Ben couldn’t see any of that, being engulfed in the darkness of her face consuming breasts. He mushed her tits around, fondling the breasts, tweezing the nipples, and doing all kinds of tit play while he pressed the titanic masses against his head. He got the occasional gasp of much needed air when the ripple of the flesh sent them apart from his face or mouth just long enough to suck in some. When he wasn’t sucking in air, he was just sucking her tits. His open mouth kissing, tasting and licking all exposed skin. They were too large to focus on a nipple like he liked but that didn’t even matter as she furiously fucked him into the commander’s chair and sent those great tits wobbling around him.
‘Oh Ben, fuck the Omnitrix. This fuck staff of yours is your greatest weapon!’ she grunted
She crashed back down onto Ben and leaned back, placing her big hands on his shoulders. Ben’s sweaty face was freed and his matted hair a tangled mess around his head. He reached out for her reflexively, afraid that she was falling. She slid her hands down his arms until they were hand in hand like lovers. She continued leaning back, those meaty legs bulging with their exerted veins as she made some distance between them. Her arms thrust straight out lifted the balloon like breasts up as if serving them to him on a platter, perpetually jiggling with their luscious volume, firmness and wide, perky nipples.
‘Oh Ben, fuck me now. I can’t do all the work. Fuck me on my own chair of command and control.’ she said
Her face was sweaty, her long hair like tentacles hanging around her. Her face was contorted fought her pleasure and those eyes seemed to grow brighter than before. Ben sat up and put his hands on her narrow waist for support as he cried out like a charging warrior.
Planting his feet on the foot rests and pumping his thighs and ass, his mighty sex staff thrust into the Warlord. Her face contorted and her whole body tensed as he slid to the hilt into her. Her cunt was tight and her sex was hot but he loved it when a bitch could take a pounding. Sweat drops fell off his hair and ran down his well muscled body as he held her tight.
He bounded back and forth between them, returning his hefty fuck staff to the loving grip of her womanhood as fast as he removed it. His balls swung up and around, patting the excess fat of her bulky ass as it hung below her, the huge cheeks bouncing each time. Her sweet smelling pussy juice ran down his shaft and dropped off his balls into the puddle below them.
Ben grunted and groaned as he pounded her from below, fighting his orgasm as he returned her fucking in full. His gaze drifted from her intense face back down to those alluring boobs. Held up so generously by her arms, the wobbled almost freely, slapping and clapping each other as rivulets of sweat ran around the jiggling breasts that eclipsed Attea’s great pumpkin sized knockers.
Vilgax was grunting harder now, biting her lip while whispering encouragements she was too breathless to shout out.
‘Keep it up, fight onwards. Claim this pussy!’
‘I’m… I’m…’ he groaned as his eyes rolled up under his lids
There was too much stimulation. The heat of her sex, the smooth slick muscles of her cunt, the force of their fucking, the bouncing masses of her gigantits, the fact that he was fucking a gender bend of his nemesis on her own command chair in her own ship.
‘Cumming!’
‘Ugn, ugh, what’s that supposed to mean- oh…’ she grunted
Her eyes widened, and a smile crossed her face for the first time since they started fucking, turning the mask of determined pleasure into a wicked grin. He gave her a few more slow, hard thrusts as he came again, another gallon or so of creamy spunk torrenting down his pleasure numbed inflated dick hose into her deepest depth. Tingles ran up his spine as he drained his balls into the alien amazon.
Through the blurry and discoloured haze of his exhausted eyes, he saw Vilgax dismount him, putting her feet on the ground and standing over him. His cock continued to pour into her, the cum under amazing pressure to keep shooting up into her on top of its impressive length. She took a couple steps back until the limp donkey dick could flop out of the woman.
When its shrivelled but still impressive mass was evicted, there was another torrent as their built up reservoir of sex juices leaked out. A slight explosion at first followed by a stream of strong smelling milk. Then a trickle of globules as the great green amazon smiled down at him.
‘Oh, look at all that precious seed. Good thing I already collected all I need for now.’ she said
He smiled at the prospect behind the ‘for now’ part. Vilgax stood with her hands on her extremely wide hips look down around her heavy, tear drop shaped knockers now covered in sweat, saliva and hickeys. She then grit her teeth and clenched her abs, the muscles along her rigged stomach seized and popped into an impressive rock hard 8 pack. There was another explosion of cum from her thick pussy lips that managed to retain some of their original shape after he was done with them. It had no hair around it and the Cthulu tentacles he was expecting were absent, she even had a huge clit over the human looking vagina. That was followed by another steady stream of frothy spunk that oozed into the puddle developing between her legs and as well as some of it clinging to those puffy lips and then running down her inner thighs to the thigh high armoured leggings.
‘Gross.’ he quipped, secretly loving the disgusting display as a testament to his accomplishments as a sexual deviant
His dick didn’t go all the way down either, hanging turgid in front of him and still leaking cum from the gleaming purple head.
‘I see your lust has not been sated.’ she huffed
Ben smirked cockily and sat back deeply into the chair, wincing as his bare ass sank into the puddle of their juices from earlier.
‘This is good, neither is mine.’ she said ‘So tell me Ben, how do you want to take me now? How would you like to give me your precious seed?’
Ben folded his hands behind his head and stretched his legs and back, eyeing her as if in thought as his cock twitched, regaining its hardness before their eyes and rising to meet her again. He knew what he wanted and watched her stand with her arms folded under her fat udders, the great tits thrust up and out as if to feast his eyes. He stood up then, on the foot pads they were almost eye level and he could have stood on his toes, leaned over her fantastic tits and kissed her plump lips while looking into those big wide red eyes.
Instead he said softly ‘Turn around and bend over.’
She was taken aback and said ‘Oh, you want to take me like a bitch on Earth?’
‘Something like that.’ he said waving his fingers in a ‘turn around’ gesture
She gave him a coy smile while she turned around and resumed her defiant stance, legs spread and hands on hips. He marvelled at her figure again, how she had a waist almost as narrow as his but hips nearly double his, and thighs to match. Her chest and shoulders were far wider and broad than his and those arms could rival any pro wrestler’s. From around her barrel chest and tiny waist he could see the generous swells of her enormous bosom eclipsing her trunk, the sides clearly visible from behind where they stuck out. Her hefty donkey ass was as glorious as he imagined, with the tops of her muscled ass popping out from under those dimples of Venus on her well defined lower back. The thick cheeks swelled out and hung off her frame, being so massive they sat over her thick thighs and all light disappeared into the deep crevice of her ass.
He set a hand on it, earning a slight twitch from the alien warlord as he stroked the huge cheek that he could set a water bottle on top of. He stroked his own monolithic dong to collect some of the pussy juice that still clung to it onto his other hand, which he then slid between the buns. She shuddered at that, his hand swallowed by the butt cheeks and their warmth as he reached for her most forbidden hole.
‘Ooooh…’ she cooed as he got to the surface of the bud deep between them and then yelped like a puppy when he stuck a thumb in there
She clamped around the digit, the ring of her ass hole as strong as any other muscle on her as she reflexively bent over a little.
‘Hey! What are you up to back there?’ she demanded, the air of dominance in her voice waning as she was made uncomfortable
‘Relax,’ Ben said ‘it will feel good. I promise.’
‘I am holding you to that!’ she spat as he wiggled the thumb around
With his forefingers he played with the lips of her pussy as he probed her from behind. He reached around her hips to play with her clit from the front. His fingers easily found the swollen nub due to the size of her organs and lack of hair. Tweezing it between his thumb and fingers, he began playing with the pleasure button. Vilgax hissed strangely as played with her holes, trying to excite her with his fingers and get her to loosen up.
Her breathing hastened and he thought he was onto something because she did become less tense back there. He withdrew his thumb and used his knuckles to push a thick cheek aside. There deep inside the cleft he saw the woman’s hole. Slightly darker a shade of green than the rest of her and still puckered with a sheen of juice on its surface. He then worked two fingers into there.
She bit down on him with a little less resistance this time as he used his fingers now covered in fresh pussy juice to slicken the hole and stretch her out for what was to come. She bent her knees and put her hands on them as she groaned.
‘That feels, strange. But oddly exhilarating.’
‘I admit, it’s very weird and kind of gross, but done right it is a fantastic experience.’ he assured her
She started to really get loose and he could work a third finger in. Again, to the sheer size of her it wasn’t that difficult to find room for himself in her. He began pistoning his fingers in and out, making strange sounds as air escaped the now damp and loose holes. Those fantastic ass cheeks began to jiggle for him as finger fucked her ass, the woman now bobbing on her bent legs as she got into it. Once he got four fingers in he knew it was time.
‘All right, now for the main event.’ he announced
‘I think I know what it is too…’ she moaned as she looked under her arm, unable to see the hero over her shoulder
Ben thrust his hips up and sent the fat salami of fuck meat up into the air. It landed on her ass and slapped her lower back before conforming to the shape of her popped out booty. He leaned into her then, his long dong slipping between the cheeks as gravity forced the heavy dick between the fat, warm cheeks.
He grabbed onto those cheeks now, his hands sinking into the ass meat that was far thicker and firmer than her tits but every bit as gratifying as holding on to her tits. He pulled the cheeks apart so his cock could fall deep into the crack and then closed them down around it. Holding the wobbling cheeks together, he began to fuck her ass cheeks.
‘Oh, my… is this the main event?’ she asked as he ground against her back side, the top of his girthy cock sliding in and out of the buns against her back
‘No, this is for my personal pleasure.’ he admitted
He loved the warmth of her slick green ass around his cock and could even feel his hands holding them together around it. Every up thrust sent his balls clapping into her thighs. Whatever his wide spread fingers couldn’t contain was sent wobbling in a cascade of green butt skin that he happily watched. As great as the butt job was, more was coming.
He backed up and gave the cheeks two slaps each, watching the bounce about with reddened hand prints on their expansive surfaces.
’You should bend over now.’ he warned as he grabbed his cock
‘I can take it Ben, you were never a match for me.’ she declared as she grabbed her knees and got into a squat
Ben pointed his cock up, the amazon woman now hip level for him in her squat. He held onto her hip for stability with the other hand and pushed up, relying on the natural grooves of the ass to guide the fist sized cock head where it needed to go.
His aim was true and the green cheeks split around his thrusting weapon as it travelled the slight butt tunnel to the prepared hole. It struck against it first, then gradually gave way to the conquering hero. The head was squished by the muscle as it pushed through and then slid along the course walls of her anal cavity.
Vilgax grunted and then groaned, her whole body turning rigid as Ben fed her ass more of his cock. The thickest part near the top stretched her sphincter wide before being permitted entry and sank into the tightest hole she had to offer. It wasn’t as tight as the smaller bitches in his harem, but it was just as hot. The friction was as intense as it was wonderful, and he could feel every inch of her hot ass hole stretched and slid over his monster cock.
Now unneeded, he put his other hand on the opposite hip and held on tight as he pushed on. Sliding up to the halfway point into the woman, he stopped to make slight adjustments to his posture. Pulling out a little, he thrust upwards again with a slight shout. He got another third of the 19-inch member inside her and Vilgax arched her back.
‘Oh my! Ben! You’re so huge!’ she exclaimed with a toss of her head that sent the tentacles whipping
‘Thanks, I know.’ he said through gritted teeth
He never tired of hearing that. The naked except for his boots her gave her another thrust that got him all the way to the hilt in the huge green alien. He put his thumbs on the dimples of her lower back as he prepared to give her a proper fuck.
‘You’re right Ben. I do feel rather vulnerable, but this level of intimacy is fantastic! I can feel you deep inside my core. I never imagined taking you like this.’ she said
‘Yeah, neither did I.’ Ben said
He got to it, pumping his legs and hips to work the huge cock in and out of her ass. Each thrust slapped her ass with his hips, sending the thick cheeks wobbling as his cock slid in and out between them. The sheer heat of her anus was incredible, and the warmth of her ass spread to his thighs. The way between her thighs was cleared by her spread legs so the swarthy ball sack swung up to hit her pussy. She grunted with gritted teeth and now it was Ben huffing and puffing, trying to keep his breathing under control as he held his pace while pumping and fought the orgasm that was building.
The slapping sound of flesh on flesh filled the air along with their breathing and occasional wordless moan. Vilgax’s legs were getting very shaky by then, making her massive ass wobble even more as she was fucked from behind and stimulated by swinging balls. Her hair tentacles bounced on her back and in front of her, those gigantic breasts bounced and jiggled about, hitting themselves and bouncing up at the bottom of their cycles, adding more claps to the sound of their sexual applause.
Ben gave her one particularly hard thrust and she fell forward with a grunt. She landed on her knees and Ben fell with her, not wanting to vacate her ass and expose the engorged organ to the chilled air around them. He fell on top of her, the Amazon hard to get a grip and control. The human almost half her size could only hold on.
The hard plunge into her ass made her shout as his nuts fell over her pussy, the two sex organs sharing their heat.
‘Oh fuck! Ben!’
He stopped, afraid he somehow hurt her with his horse cock when he tapped her deepest depth on that fall into her ass. Her just lay there over her, his legs behind hers and sweat shinned muscular body stretched over her back. He wrapped his arms around her chest as best he could, unable to touch hands under her breasts. He hoped it was a comforting gesture, with trust and intimacy being the core of the bonding experience that the taboo act of anal sex was beyond pleasurable.
‘Keep fucking me! Damn it, fuck!’ she shouted
Apparently he hadn’t harmed her. Needing no further encouragement, he let go of her chest and gave those giant tits a longing squeeze with each hand before standing back over her. He set his feet between her spread legs and gave her ass cheeks another couple slaps for good measure. After watching the reddening green cheeks wobble about while slowly withdrawing his cock, he thrust back into her.
She moaned, pushing herself off her elbows so she was on all fours. Those impossibly huge tits swayed under her like twin chandeliers, the tips of those big nipples kissing the cold metal floor below them as she braced her legs for their session.
Ben held onto her hips again, thumbs on the dimples as he doubled his earlier pace. As it would seem, she could very well take the anal beating of his pussy pounder. So he began giving her his all. His balls once again resumed slapping her pussy as he pistoned in and out of her ass, his hips sending those fantastic cheeks cascading around the ivory fuck staff that split them.
He grunted and groaned, sweat sliding down the muscles of his well defined body and being flung from his hair onto the gleaming back of the alien. Those great tits now unbound by anything danced around under her, hitting her arms and face and sometimes striking the ground on hard thrusts. They found a rhythm with her bouncing back against him on her knees, pushing that great ass into him to absorb the recoil of his downward thrusts.
‘Oh Ben, yes… yes! This is most exhilarating! Oh I’ve never been stimulated this way. That great fuck stick of yours feels so good in my ass. Who would have imagined it? Tell me, does it feel as grand for you?’ she asked
His bitches couldn’t usually form complete sentences never mind conversations when they fucked, his dick being so big and the experience usually too intense for an intelligent dialogue.
‘Amazing…’ he said ‘You’re so tight back here, your body is made for rough fucking. It’s so hot inside, so coarse.’ he said ‘you’re just so… so…’
He was trying to say she had a banging body but in a more poetic way, it wasn’t usually him too high on sex to speak.
‘Oh whatever, just keep giving it to me.’ she said
For whatever reason, she was possessed to slide a knee forward. Again, he could only hold on and try to keep up. He took a step and repositioned himself as she slid another knee forward. He was in effect now fucking her ass as she crawled away, the hero hanging on and keeping stride mainly by the hands on her hips and 19 inch erection in her butt. She was crawling away from the command chair to the control panel near the front where the pilot would usually sit.
She put a hand on the desk where the controls were and then another. With a grunt she heaved herself up. She now stood once again, bent over the control desk as Ben mounted her ass. The experience did a lot of the work getting him to the breaking point. The huge cock snake tunnelling through her hot, tight bowels and working through the tight sphincters was getting ready to blow again.
He fought it with gritted teeth and white knuckles, knowing the longer he put it off the greater it would feel when he came.
‘Sorry, my knees were getting sore.’ she said ‘and it feels better when I can stand.’
‘No… apologies… needed…’ Ben huffed
‘My Ben, you sound breathless. Like me when I was riding that huge dick. Are you getting ready to come once again?’ she taunted
In the reflection of the glass or whatever it was they looked through he could see the front of the amazon. He was almost completely invisible behind her, only his hands on her hips visible and occasionally his head when she bent too low. Through the windshield like front of the bridge he could see the swampy planet below them. He guessed she put the ship in hover as some kind of test to gauge its capabilities. Or it could have been to trap them on the ship with her. For whatever reason though, he got to fuck a bitch in a flying space ship and that was cool.
The great part besides fully appreciating the size of the woman whose ass he was fucking was that he could ogle her tits in the reflection. As he hit it from behind he could her rocking on her arms that flexed with exertion and those fantastic knockers get tossed about in front of her. Rocking around, wobbling, slapping each other, it was a magnificent display of jiggling tit flesh.
On another hard thrust she buckled at the arms and those heavy tits slammed down on the control panel, the warm fun bags activating some controls and sending the ship into orbit. As he doubled his pace to bring his orgasm closer to fruition, he saw past the reflection of those bounding balloon breasts in the window and saw the moon they were landed on drift farther away.
‘I’m about to cum.’ he said as a polite warning
‘Oh Ben, do it. Fill me up, I can feel it coming too. This anal sex, truly is…’
She was at a loss for words as she reached a hand down to start diddling herself. Her pussy wasn’t leaking so much as draining now, a small pool between her legs were developing and the viscous slim ran down her inner thighs from the engorged lips.
‘’Oh my, I am so ready.’ she huffed as she furiously rubbed herself
She thumbed her clit and slit some fingers into the orifice, the digits working hard to make her cum now that she was so heavily stimulated from behind by the huge, hard and hot fuck staff in her ass. Occasionally his balls swung up to help.
‘Oh I can feel it… fast approaching… this dick! It’s what I needed all my life! I’m about to… ahhh! AHH!
Her body went spastic as she came hard. Ben didn’t stop though, continuing to ride her ass as he felt her body contort around him. The quivering of her pussy could be felt through the walls of her ass, her whole body’s writhing rubbed him all sorts of amazing ways as her incredibly tight ass got even tighter and hotter.
She rocked on her arms and legs, still holding on as her head bounced around, sending those tentacles flying around. Ben grabbed onto one, having to sate his desire to pull on a bitch’s hair as he fucked them from behind. Vilgax seemed to like it, grunted excitedly as he pulled on it. She moved her head about in response, bending her back to make it easier for him to thrust. Her huge bubble ass was thrust even more out for him to pound into, the meaty flesh cushions pushing him back each time for him to return to.
Her red eyes slammed shut and went wide like a static television, mouth hanging open as her tongue flopped out occasionally. Those gigantits were thrust out, still jiggling each time he rocked her body from behind, almost rippling in tandem with the wobbling ass cheeks and thighs.
As she continued that drawn out post orgasmic scream, her boobs seamed to swell even more as they bounced and at the crest of a jump, burst. From the bulgy wide and pert nipples on the tips gushed forth the creamy white milk. The sprays shot out in arcs that raced across the room the short distance left to the window, where they splattered and started oozing down the glass.
‘Oh fuck! They never did that before…’ she said as she collapsed onto her elbows
Ben leaned over her to grab those bountiful boobs from behind ‘You’ll learn a lot about yourself soon enough.’ he said
He squeezed at the base of the boobs where they began high on her chest and ran his hands down over the sides of the enormous udders. As he did so, even more milk was ejaculated from the tits. They poured out in winding streams where they washed over the desk top, the milk making a puddle and then a pool before running over the edges like a water fall.
‘Oh…’ he moaned as he did it again ‘so full…’
He returned his hands to her hips and renewed his offensive. The slapping sounds grew as frantic as their breathing and his motions became hectic, his sore legs jerking as he tried fucking her hard and fast. The warmth and tension of her ass was excruciating, and he felt his cock growing numb. The sore and exhausted woman was still recovering from her orgasm, unable to work with him like she had been doing and just leaning on the desk now, Ben’s thrusts rocking her body and sending dat ass rippling and dem titties bouncing. Her breathing was growing steady but those expressionless eyes were semi closed and her mouth was open. Her heavenly ttis were still oozing milk onto the desk that now ran like a waterfall down to the floor where it mixed with her pussy juice puddle.
Then Ben felt the thunderbolt of pleasure as he went rigid for a moment.
‘Oh fuck yeah…’ he groaned as he collapsed into her
His hips resting on her bodacious booty, he slowly rocked his hips to let her tight ass milk his cock. His precious seed poured into her deep bowels, filling her up with her spunk as his huge cock blocked the exit.
‘Oh Ben, I feel it. Your omnisperm filling me up.’ she said as she held her stomach ‘so hot.’
Ben’s eyes twitched as his balls drained, his cock overwhelmed with all he put it through in the past hour. This was one of his happy places, spooning the back of a woman with his cock lodged deep in their ass as he pumped them up on his cum. He sank his hands into her tits once again and leaned his face on her back, both their skins sweaty now. He listed to her heart (or whatever it was) beat through her back as she collapsed onto the desk, as exhausted as him.
Her huge tits made a natural pillow for her and the splash of her tits onto what was now a plate of milk sent the white cream everywhere, making her green tits white. They caught their breath and Ben’s balls were empty. Getting limp now, he pushed off her back, his cock sliding out from between her cheeks with a splooshing sound until it was forced out by the cum backlog.
His long, flaccid cock fell between his thighs and slapped his legs, staining them with their mixed love juices. Ben wiped sweat from his brow and pushed hair from his face as he stepped back to admire Vilgax. The nearly foot tall alien amazon babe was bent over and probably sleeping on the command desk, her huge green breast pillows stained white and spread around under her as she hugged them with her arms, her face smothered in them.
Her bubble ass was reddened on the back and so thrust out that the cheeks fell apart and he could see the gaped green ass hole that was still leaking cum, most of it having been pumped so deeply inside her that it couldn’t explode back out as soon as the way out was opened. Ben gave her another hard slap to the ass that stirred her but didn’t seem to wake. Her cheeks ran into each other with his hand print on the right one before the wobbled and settled. Vilgax turned her head so half of it was on her fleshy cushions, the hair tentacles falling off her back.
‘What was that for?’ she asked almost sleepily
‘The Mark of Ben Tennyson.’ he said with a smile and finger guns pointing to the red hand print on her ass
He thought of the red hand prints as stamps or brands now and loved to leave them on his bitches whenever he was done. He turned around and started looking for some vestige of his clothes, seeing only torn fabrics on the command chair that was still covered in pussy juice, saliva, sweat and cum.
‘Ew…’ he groaned as he walked over
His cock slapped his knees and thighs lazily as he walked, his rock hard body shining in sweat with his tangled mop of hair falling around his head. He was now so comfortable walking around naked that he could hit up a nude beach in full confidence and only the fear of his beastal schlong becoming public knowledge and the effects that could have with the press or on social media. It wasn’t until he was upon the command chair that he could see over it and noticed the coil of Doc Ock tentacles high in the air with a body firmly grasped in them. He then remembered that he did in fact bring Rook with him…

Thank you for reading, please leave a review on the sight and swing by the forum to discuss in great details any problems you had or things you’d prefer to see. http://www2.adult-fanfiction.org/forum/topic/60592-praetors-discussion-thread/
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Ben 10: Omniharem	By : Praetor Category: +1 through F > Ben 10 Omniverse Views: 112858 -:- Recommendations : 0 -:- Currently Reading : 5
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Ben 10: Omniharem