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Ben's Girls	By : Jehuty-Prime Category: +1 through F > Ben 10: Ultimate Alien Views: 108675 -:- Recommendations : 7 -:- Currently Reading : 5
Disclaimer: I DO NOT OWN THE BENTEN FRANCHISE NOR DO I MAKE ANY MONEY OFF OF IT.

Chapter List
- 13
- 14
- 15
Ben's girls
Chapter Fourteen: I'm dreaming of Aunt Lily
By Jehuty-Prime
"So I have a question, CC? I was wondering if you could help me out here." Ben asked sitting on the couch in the living room area of the CC, Turbine's, and Frightwig's plumber base.
Charmcaster was in skin tight gym shorts and a pink tank top while she was balancing her back along a big rubber exercise ball.
"What's on your mind, sweet cheeks?" She asked rubbing her back against the rubber ball.
Seeing your lithe body flex out along the exercise tool was going to be a start to arousal in Ben's case, as long as she didn't do something more erotic then he could contain himself.
Of course he was wrong. CC raised her left leg up and stretched it showing her camel toe through tight shorts, instantly Ben felt turned on, but his mind was on a bigger problem.
"Well it's been about my uh well 'Relations' with all the women I've been with, each time we get into a frenzy I end up letting loose inside them. What are-"
"The odds of pregnancy?" CC finished for him then she winked. "None, whatsoever."
This caught Ben by surprise, how could none of them be impregnated after all the times he came inside? Had to be related to magic.
"How? I mean is it because of the charm effect?" He asked with his eyes following CC's now rotating buttocks as she followed her exercise routine.
'Why must she tease and torture me?' Ben thought struggling to keep his sex drive in check.
"Yes and no. I may not know much about it compared to my pre-paradox self, but I have researched on the original design for it." CC said now standing up to perform jumping jacks, thus causing her breasts to jiggle up and down. Ben had to grip the couch cushions out of restraint.
CC saw this in a reflection on one of the wall's mirror and got a naughty idea. She ceased her jumping jacks and decided to stand straight and bend her upper over to her toes. Seeing her ample butt stretch out her tight clothing already made his pants uncomfortable and made him wish he could rip them off so he could take her right there.
"Well what can you tell me about it? I'm a little nervous about having over ten bundles of joy, ya know." Ben said trying to balance out his urges.
CC ceased her workout and walked over to sit beside him with CC hooking her arms around his left one.
"You only have to worry about that sort of thing if there's a vocal agreement between you and the gal you're banging, if both say they want pregnancy to happen and if there's an affirmative response to that then charm's 'pill' effect doesn't happen. Simple?" CC said cupping the teen's face and pulling him into a loving kiss.
"Yeah, hmmm, very simple.." Ben mumbled between kisses then as if electricity shot through his system, two fearful theories involving two different females came to mind.
'Wait a minute!' He thought.
(Flashback)
An mental image of Ben in the park with Elena Validus appeared in his mind, they were in a doggy position and Ben vaguely heard her say 'Ben, I want you to get me pregnant with your baby!', Ben simply shouted her name as he emptied his load inside of her. Another mental image appeared in his head and this time it was his most recent sex partner: Doctor Holiday. The image of her being held by the teen hero against the wall with her legs wrapped around him while he pounded his meat into her was shown. Then the image of the sexy scientist whispering a certain few words in his ear: ' If you give me a child then I'll be yours forever, Benjamin.' The he nodded in agreement and continued his sexual experience with the older woman.
(End flashback)
'Oh crap.' He thought feeling like his whole body turned to stone. Up until now he never gave any thought about pregnancy from his sexual sessions with all the women and girls he had so far, but while feeling some relief knowing he didn't impregnate all of them he also felt some worry for if he knocked up Doctor Holiday and Elena.
The rest of the day passed by slowly after Ben left the girl's plumber base and drove home, just when he thought the chaotic possibilities of this charm was behind him another worry pops out of the woodwork. True to his word he deeply loved all of them, including Elena and Holiday, but could he really be a father at his age at this unexpected period?
"Maybe it's better if I don't think about it." Ben said to himself while driving until he felt a vibration from his cellphone. Taking it out of his pocket and looking at the screen, Ben saw that it was a text message from Gwen.
"I need you to get over to my house quickly, my mom is having trouble with dad and she could use your help. Love Gwen."
Ben wondered what could be the trouble, it was never his place to get into arguments between couples, but this was his aunt and right now it sounded she needed some company. Sighing and making a left turn at a light Ben drove on to Aunt Lily's house.
At Gwen's house…
Driving up the curb and stepping out of the car Ben knocked on the door and after a few seconds it opened revealing Gwen in her usual clothing looking less than pleased.
"Hey, glad you got my message, my mom's having 'issues' with my dad and I think she thinks she needs some support from both of us right now. I didn't want to call your parents or Kenny yet because I think it's a better idea to keep it small." Gwen said letting him inside and closing the door.
"What happened anyway?"
"Well…my mom thinks dad is cheating on her." She said crossing her arms in uncertainty.
This alarmed Ben, he always thought his uncle was a decent hardworking man, he definitely seemed more the type to be loyal and faithful instead of a cheater. Maybe there was more to this than anyone else knew.
"well what can I do?" Ben asked looking concerned. Gwen gestured to the dining room the lights were dimmed and he could barely make out the shadowy figure of his aunt sitting at the table with her head down.
Ben walked over to her while Gwen stayed behind and hoped her lover could boost the spirit of her mother again.
"Aunt Lily?" Ben called out to her softly as he approached her form, she was resting her head on the table of the dining room with dry tear streaks down her face. She was wearing her usual domesticated outfit of a white sleeveless blouse underneath a green short sleeve open shirt and a navy colored short skirt. She was very attractive regardless of her age and she aged well, but the face she was wearing now looked to be in dire need of comfort.
"Hm? Ben?" She choked out raising her head off the table to see the worried face of her nephew. "What are you doing here?"
"I came because of you. What's going on, Aunt Lily?" Ben asked gently as he took a seat next to her.
"Well, not to burden with anything, but I could use someone to talk to about this. I know Gwen knows, but maybe you could help. I think your uncle Frank is cheating on me with another woman." She explained as she took out a crumpled up letter she was clutching in her right hand and held it out to Ben.
He took it and opened it up to read it, it was short and in uncle Frank's handwriting, all it read was a message about a meeting place and directions, it was meant to be sent out to someone named 'Millia'. Ben didn't know what to think, it could've been a friend meeting with another friend, but who knows.
Ben simply pulled his aunt into a hug and patted her back, the only thing they could do was wait and see when his uncle comes back home and explain himself.
Suddenly Ben felt a vague yet familiar sensation run through his body, unknowingly his pupils lit up in bright pink as well as Lily's.
"Hmmm, you're so warm, Ben. I didn't know you had this build either." Lily purred rubbing Ben's chest in circles.
'Uh oh. Better stop this before…..ooohh crap the charm…. Effect is messing with up my head…' Ben felt dizzy as the familiar magic of the charm went to work on his body, his erection was springing up inside his pants and whatever willpower he had remaining would soon fade when Lily did this next: she pulled back and placed her hands at the hem of her under shirt to pull it up to reveal her lacy violet bra cupping her C-cup breasts.
Ben knew he couldn't be able to resist especially with the charm making his sexual urges stronger, even the tiny voice inside his head saying lines like: 'she's your aunt!', 'She needs comfort, not sex!' and etc were fading into silence as Ben now felt enslaved to the charm yet again. He was beginning to think his issues with the charm were now getting bigger instead of smaller.
"Hm!" Lily moaned when she received Ben's forceful lips on her own, she gratefully accepted and dove her tongue into the youth's mouth.
Ben always thought she was a bit of a looker, even if she was his aunt, but this was certainly filling a fantasy quota, it was too late now to pull back since the charm was making his body follow it's needs first.
She slid her slender left hand down to his crotch area of his jeans and rubbed along his bulge through his pants.
With a zipping sound and a tug his pants were yanked down a bit so his erection can spring free for Lily to admire. Gently leaving the kiss, both with eyes aglow with pink energy, they continued. Lily undid her bra and let it fall to the floor revealing her breasts in all their glory to the teen hero, Ben also removed his jacket and kept his shirt on while Lily dove her hands underneath her skirt to pull out her panties from under.
On the floor were her panties along with bra, and Ben's jacket, she seductively looked at him with a wink then sat back on the chair spreading her legs apart. Wearing nothing she hiked up her skirt to show the teen her mature and slightly haired snatch ready for action.
'This is so wrong.' Ben thought with what little rationality remained in his mind at the moment was overwhelmed by desire for the redheaded mother of his other lover.
Hypnotically rising up from the chair and adjusting himself to position his body, Ben felt the tip of his manhood touch the entrance of Lily's mature yet moist and youthful vagina.
"Hhnn!" He gave one swift thrust and little by little he was invading her depths, she was moaning in her throat while containing a look of bliss.
The moist wet passage of the womanly flesh suctioned in Ben's rod and the feeling alone made him feel ready to blow.
"Hhmmm, Ben. Keep going." Lily purred placing her hands behind the neck of her nephew to pull him closer. Her ankles crossed each other around Ben's lower back as his appendage kept pumping into Lily, it was a bliss similar to how Gwendolyn felt or even Turbine or Holiday. Truly, older women felt amazing and were very experienced.
"Give me a kiss, kiddo. Not a family one either." She said craning her head forward a little bit to capture his lips with hers and move her tongue around inside his mouth.
Her skirt was still on and hiked up to her belly button while she kept her upper body clothing pushed up as well.
Quickly Ben's hips started hammering away at a faster rate thus giving Aunt Lily a reason to tilt her head back in pleasure. Her toes curled up and her vice like grip on Ben's torso with her legs became tighter, Ben then moved his head to one of her bouncing breasts and gently sucked on her left nipple. He used his right hand to squeeze and fondle the other breast causing her to grit her teeth. If this was comfort in her time of need then Ben certainly filled that need a hundredfold.
"Oh yes! Ben!" She yelled out feeling time coming and her body sweat more.
'I-I can't believe I'm doing this with aunt Lily! T-this is too much! I'm gonna lose it!' Ben thought feeling his climax coming lightning fast. He let go of her breast with his mouth and she craned her head over again to pull him into a deep lip lock, both moaned as they each reached a unified orgasm.
Her hips undulated wildly underneath Ben's body making her pussy muscles contract strongly on Ben's organ.
"Oh Lily!" Ben let go of her mouth and hollered out her name as he felt his hips bucks wildly against hers causing him to let loose a current of sperm into her womanly depths.
Over and over his hips jerked and each time he spurted out more white cream into his aunt until a few more twitches lead to his finish. After spending his load he collapsed and rested on top of his aunt who in turn felt exhausted all the same.
Both were panting but Lily was the first to say something. "My my, Ben. I don't know what to say….except thank you." She said wholeheartedly and smiling. "I found out from Gwen about your little magic love spell recently when I noticed a few odd things about her behavior around you."
Ben's eyes opened wide in alarm and he felt panicked until his aunt gave him a reassuring pat on the back or butt in this case.
"Don't be so worried, Gwen shared her secret with me willingly after I confronted her about it, I'm mad incase you were wondering. To be honest this wasn't on mind that much when I found that suspicious letter addressed to Frank." She said sighing at the mention of his uncle's name.
"Aunty Lily, I don't think it's what it looks like, maybe we misunderstood the context of that letter." Ben theorized. She rubbed an index finger soothingly along his face.
"Maybe, but I won't know for sure until he gets home first." She said brushing a bang out of her face. "Thank you again, Ben. I really needed that, but this stays secret from everyone else, got it?"
"Trust me, that I understand more than anything. I don't want to be a home wrecker, ya know." Ben said trying to remove himself off of her, but lily locked her legs around him again to prevent him from leaving.
"You didn't let me finish, until I hear what my husband has to say about his little secret then I may need you again, Ben. I have needs and if worst comes to worst I'll need someone to love me when I need it the most, you're the only person I would think of, with or without that charm of yours. It's your decision though." She said sincerely looking into his eyes.
Ben thought for a minute then nodded and smiled. "Yeah, I'll be there for you if it comes to that."
Lily pulled him into a deep sensual kiss. "You're so sweet. No wonder my daughter is so very much in love with you. I hope those other girls you have aren't jealous types."
'I hope not either.' Ben thought briefly before thinking of another questionable thought. "By the way did Gwen set this all up?"
"I'd say it was her surprise idea to send you over here while you were wearing some kind of 'lady killer aura', but I think she was looking out for me as well as worried about our family's future." She said looking over to see Gwen walking over to them with a pleased smile on her face.
"You two looked like you had fun." She said walking over and giving a quick slap on Ben's bare ass.
"So this was your idea?" Ben asked even though the answer was pretty much already given.
"Honestly yes, part of me believed dad was cheating on mom and after seeing her like that, I didn't know what else to do or think up another way to console her. So I thought of you, Ben, since you have a way of turning every gal's black cloud of doubt into a sunny day of hope. Sorry that I didn't tell you sooner-" Gwen was cut off by Ben slapping her butt.
"You don't have to apologize for anything, Gwen. I was glad to help, surprised, very much, but glad to be here for you two." Ben said while Lily rubbed his back in circles. "This might be a little awkward during family get-togethers though."
Lily chuckled. "Awkward or more exciting, if you know what I mean." She said smirking and caressing her legs along his back some more.
'Man that feels nice.' Ben mentally commented feeling Lily's smooth legs glide across his back.
"Hey, feeling a little left out here, ya know." Gwen said smirking as she unbuttoned her shirt teasingly in front of Ben. Ben felt himself get re-hardened at the sight and Lily looked between the two and grinned.
"Well now, how about a mother-daughter tag team, Ben? Feel up to it?" Lily said nudging her exposed breasts against his chest. "Ooh I guess you do." She felt Ben's cock get hard inside her moist passage. "Let's let Gwen clean you off first, shall we?"
Getting the message Ben lifted himself gently off of her and with a wet slicking sound his cock sprung out wet and partially covered in cum.
Gwen finished undoing her shirt and revealed herself to be braless, she trudged her jeans down so that her white cotton panties were visible. She then crawled seductively towards Ben, who was now sitting on the chair with his dick standing ready for attention.
Lily sat up as well and noticed some of Ben's essence dripping out of her snatch, Gwen had more than experience doing this with Ben, but she was always ready to learn more.
Placing her lips at the tip she gently kissed around the top and trailed her kisses down his shaft softly. Lily watched in interest as her daughter went down on their shared lover, she was already out of her gloom and despair and ready to join in the action.
Closing her lips around the head of the cock she began licking the tip from within her mouth causing Ben to moan slightly. Gwen decided to take it deeper so that his shaft was now being licked eagerly by her tongue from within her mouth.
Ben moaned out her name loudly and tilted his head back while she paced up her slurping on his meat. Gwen's head continued bobbing back and forth on it and making sure she gave extra suction as to increase pleasure and clean off all the leftover cum on it, both her mother's cum and his.
'Damn she's a fast learner!' Ben thought when he felt his limits breaking, but something got him by surprise: another pair of lips took over from Gwen was sucking.
He looked over and saw Aunt Lily taking Gwen's spot and sucking his dick instead, the difference was astonishing to say the least, Lily had more experience and she was showing it.
"Oh god! Aunt Lily! You're amazing!" He called out tilting his head back once more and unknowingly the two redheads made eye contact and nodded to each other.
Gwen moved closer and Lily moved slightly to the side of Ben's meat rod and both lips were on his cock slurping on each side of it.
'Holy-!' Ben thought looking down again to see mother and daughter licking and sucking on both sides of his manhood. Words were beyond him now as this was fantasy made reality.
Lily traced her tongue along the top half of his meat so that she can both lick the shaft and suckle on the tip while her daughter gratefully enjoyed the other side of the shaft as well as his nutsack.
Clutching the seat cushion of the chair he was on Ben felt his dam burst and girls knew it, so they waited for it while Lily used her left hand to jack Ben off.
"I'm cumming!" He grit his teeth as his wang twitched violently as it spurted out copious amounts of semen onto the faces of Lily and Gwen all at once. Their mouths were open and some of the seed landed on their lips and tongue. Numerous spurts of white creamy substance cascaded along the teen redhead's face and lips and the same went for her mother, after a few more shots of spunk his dick ceased cumming.
So much sperm covered their faces and Gwen had a naughty idea of how to clean up, making sure Ben was looking, mother and daughter faced each other and pressed their lips together.
Ben was simply too speechless to say anything, he was watching his hot aunt make out with her daughter with his sperm all over their faces, it was like out of a stag movie.
Lily's lips moved along her daughter's with cream covered lips, they were swapping Ben's essence with each other and made sure he witnessed their tongues worming over each other's.
Gwen then moved her lips off her mother's and went to her cheeks to lick off some of the of the cum on her face. Lily felt immensely aroused as Gwen continued tasting and licking Ben's semen off her face.
Lily then did the same and made sure she got every last bit of jizz from her daughter's face into her mouth. With a loud gulp they each swallowed their share and looked satisfied with their romp with Ben for tonight. After laying on the soft floor with him cuddling at his side for what felt like an hour of rest, they got dressed and cleaned up before Ben's uncle could return home.
Ben made sure to be there for Aunt Lily incase it was true his uncle was cheating on her, but he really hoped it wasn't. Lily gave him a deep goodbye kiss that aunts don't usually do, to Ben before he left the household. Before he drove off Gwen blew him a kiss, as he returned home his mind was on other things aside from his session with Aunt Lily: What if he did get Holiday pregnant? What if he got Elena Pregnant? What about both? Would he be ready?
It was late at night when he returned home, his parents were asleep of course and Ben went down to the kitchen in his sleep wear to get some water out of the fridge before he went to bed.
"Ben, honey? Is that you?" A mature feminine voice spoke from within the darkness and Ben turned to see his mother in the kitchen doorway.
"Yeah mom it's me. Can't sleep?" Ben asked from the side of the open fridge door. He didn't see what she was wearing and assumed it was her usual pajamas, but boy was he wrong. When he closed the fridge door his eyes popped wide open at what she was wearing: a nearly transparent light green nightie that gave his mind unwilling dirty thoughts.
"Uh mom? Why are you wearing that?" Ben asked nearly letting the glass of water slip out of his hand.
"Oh this?" She blinked and gestured to her somewhat revealing outfit. "It's the anniversary of your father and I, the day we met and fell in love. "What do you think?"
"I think it's very…sexy? Not something for a son to see though." Ben stammered blushing.
Sandra was very attractive for her age, similar to Lily except her eyes green and her hair was medium length blonde, she was actually very beautiful. That was bad news for Ben's charm effect.
Sandra giggled. "Sorry, kiddo, but I had to come down to see it was you that was down here. Well I'm off to bed then, I hope seeing your mom like this doesn't give you nightmares or anything, hehehe." She walked back upstairs chuckling.
'Oh I hope not, in fact it might be the opposite actually.' Ben thought hoping the charm magic wouldn't pull another fast one on him again, he shuddered at the thought and drank his water.
After getting into bed he instantly fell asleep, soon dreams would overtake his mind but not before a familiar pink aura lit up around him.
He stirred a bit before his magically manipulated dreams began to occur within his mind.
(In Ben's dreamscape)
"Hm? Where am I?" Ben stirred up in the dreamscape world which was at the moment his own room, he was rising from bed until a feminine hand pushed him back down gently. "Huh?"
He appeared to be groggy and slow until he saw something or someone that made his body go alert mode.
"Mom?" Ben was surprised at seeing his mother in his dream and having everything feel so realistic at that, but what was more shocking was that she was wearing a transparent nightie with see through fabric fully showing her D-cup breasts to him.
'What the hell?' Ben's mind raced and his heartbeat accelerated with excitement.
Her hair was slightly messy but in a sexy way, her eyes looked sexually hungry, and she was crawling on Ben's bed towards him seductively.
'What's going on here?' Ben thought panicked right before Sandra spoke.
"My my, Ben. Do you have an erection just from looking at me? Naughty boy, maybe I need to spank you, hm?" She said purring, she was completely on top of him thus preventing him from escape, not like he could run anyway since he was too shocked to move.
"Mom what are you doing?" Ben asked in alarm as he felt her slender smooth right hand glide underneath his sheets to rub his crotch in rotation. Ben couldn't figure out why he couldn't move or why he liked it, but all he knew was it's going to happen.
Sandra then used her other hand to grab and guide Ben's right hand to place it on one of her breasts.
"Do you like doing this, Ben sweetie?" She asked gently yet seductively as she inched her face closer to his. This was all a dream but it all felt terrifyingly realistic to Ben.
Ben's body couldn't lie and reluctantly nodded, she whispered 'good' and captured her son's lips into her own.
It felt amazing and weird at the same time, but Ben went along with it and continued to make out with the older blonde woman. Her lips and tongue showed much expertise as she drove her tongue down his throat and sucked on his lips elegantly.
Ben could feel his manhood getting rock hard, Sandra sensed this and slid her hand into the open fly part of his pants to stroke his member. Her fingers gripped his rod gently and started stroking a little faster thus making him grip the sheets of his bed.
She broke the kiss gently leaving a dazed look on Ben's face and said something else: "Hhmm, does my boy find me attractive? I guess so since your log down there seems to." She enjoyed the look on his and the attention his cock was ready for.
"Well then let's do something about that, sweetie." Sandra said pulling the comforter down so that his erection was standing proud and ready for it.
Much to Ben's surprise and arousal Sandra hadn't been wearing anything at all underneath that transparent nightie, she pulled down the straps and top part of her nightie to fully show her luscious breasts.
She reversed her position so that her back was shown to him and hovered her lower body over his cock, with a thorough shove and drop she drove her snatch onto her son's erect member.
Ben immediately tilted his head back in euphoria as his mother adjusted herself to his length looked back at him with a sultry smile and gyrated her motherly hips on his member.
'Whoah she's surprisingly tight! This is insane..! T-this is my mother and I'm enjoying this..!' Ben's mind went frantic as the older woman continued gyrating her hips on her son's meat, the warm wetness of her snatch felt exactly like Lily's if not a little different.
Ben's hips started thrusting upwards on their own in accordance with his mother now pounding herself on his member. Sweaty flesh slamming into each other wildly, mother and son in a false dream world yet so real, Ben grabbed her hips with his hands and increased the pace of his thrusts.
Sandra's breasts were bouncing up and down along with her body, her son's manhood inside her was driving her crazy, and her lust went over the top. Her hair was swaying with her as she increased the force in which she bounced onto Ben's meat.
His thrusts started becoming faster and faster until he shouted out her name as his climax came, hers came too and she slammed her hips down one last time before her pussy muscles contracted.
Ben felt the woman's vaginal muscles contract and suction on his cock, the pleasure was way too much and he came inside her full force. His cock jerked violently as he shot load after load of incestuous cream into the blonde milf. His hips twitched a few more times and deposited some more cum into Sandra Tennyson before going soft to rest.
Ben felt relaxed now and Sandra crawled up to him to curl up against his body comfortably.
She placed a hand on top his face and pulled the boy into a deep loving kiss and whispered a few words into his ear seductively before-
(End dreamscape mode)
"Ah!" Ben shot up awake and fully aware of the dream he just had. "Oooh.. that was all a dream…a very very disturbing dream, but whew…" Ben said to himself as he felt the familiar feel of the real world and his bed. It would indeed be very awkward to see his mother for real in the morning, that sex dream was too real and too intense not to be.
Ben looked to the side to see that his cellphone vibrated and the screen lit up signaling that he received a text message just now. He picked it up and flipped it open, it appeared to be from Doctor Holiday.
TO: Ben
I have some special news for you:
I'm Pregnant!
Come see me when you can.
-Love,
Cassandra
End of chapter fourteen:
Next chapter: My date with a Hollywood heartbreaker
AN: Well I hope you all liked it, I know it was short, but I am going to update the next asap, I already have it all planned out, hee. I hope the dream sequence didn't freak anyone out, if it was too much then I'm open to change it if need be. The pregnancy thing is explained and I am indeed using every female I can in the Ben10verse, no limits pretty much,lol. Well please leave any reviews, comments, suggestions, or thoughts if ya have any. Laterz.
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Ben's Girls