Adult-FanFiction.org : Cartoons

Ben's Girls	By : Jehuty-Prime Category: +1 through F > Ben 10: Ultimate Alien Views: 108687 -:- Recommendations : 7 -:- Currently Reading : 5
Disclaimer: I DO NOT OWN THE BENTEN FRANCHISE NOR DO I MAKE ANY MONEY OFF OF IT.

Chapter List
- 16
- 17
- 18
Chapter 17: Chapter 17
AN:Update time! Enjoy the show.
Ben's girls
Chapter Seventeen: Ultimatum (part one)
By Jehuty-Prime
Standing tall just out the entryway of the time gate was one of the most feared enemies of the future. He came from Ben Ten thousand's time, pulled out of the Null Void dimension and brought to this time; to this dimension to terrorize yet again.
"Vilgax meet Kevin Eleven Thousand; our third and final member of this 'Team' we have here." Albedo declared smugly as Vilgax crossed his arms unimpressed.
"Hmm, where am I? You there; tell me now." Kevin11K demanded with calm venomous tone.
"In the year 2011, a good two and a half or so decades prior to your time. I'm-"
"Albedo. I know who you are." Kevin said as he turned his head to eye Vilgax. "I definitely remember squid face right there, now why did you bring me to this lousy time period? I better like your answer or else." Kevin11K threatened then raised his left hand and materialized fierce flames around it.
Albedo simply smirked and brandished out his self-made Omnitrix otherwise known as the Ultimatrix. He adjusted the dial and slammed his palm down, with a bright green flash stood a doppelganger of Humongasaur.
"Is that supposed to impress anyone?" Vilgax sneered and Albedo grinned as he adjusted the Omni symbol on his chest again. With another bright flash stood a creature a good size bigger than Humongasaur, it was armored like a turtoise and armaments naturally grafted into it's hands.
"No, this is. This is what my genius has wrought; an evolutionary function I myself developed for the Ultimatrix, with this we can destroy Ben Tennyson and the entire Plumber Organization. What say you?" Ultimate Humongasaur said to the other two villains . Vilgax nodded and Kevin11K smiled an evil grin.
Elsewhere…
Walking hand-in-hand down a hallway of a nearby Plumber base, Gwen and Ben strolled next to each other like an obvious young couple while their grandfather walked ahead of them.
"Huh, somehow I'm not surprised, Ben. Now Carlie, are you going to add the entire population of Bellewood girls next? Hm?" Gwen joked taking the news of the latest girl added to the group awfully well. She was wearing a trendy white jacket over a pink tank top and some tight fitting jeans. Ben was wearing his usual getup and enjoying Gwen's company yet Max himself had a frown on his face. He was not feeling easy at the moment.
"It just sorta happened, I'm sorry." Ben apologized as she hooked her arm around his.
"You don't need to apologize, I know you didn't mean to, that magic augment on you hasn't worn off yet afterall. Don't worry too much about it, I mean the older me said you master it eventually, just have faith, Ben." She said winking and kissing him on the cheek. Somehow she always knew how to relax him whenever he got stressed out. "By the way, my mom want's to talk to the both of us later, it's really important."
"Is it about your dad?" Ben asked and she nodded. "Is everything okay between them?"
"You'll see, we have to hear it from mom herself to get the big picture first."
Ben nodded and Max turned his head to look at them.
"Ben, before we go any further you have to know that the higher ups of the Plumber agency want to put you on for Plumber candidacy." Max said and Ben's face held an expression of utter shock.
'Is he for real?' Ben thought in amazement, part of him always wanted to be part of this illustrious agency of defenders against alien threats, but he secretly thought it was too good to be true. "Grandpa, is this for real?"
Max reached his destination with the other two behind him and pressed his palm against the handprint lock next to the door. when the sliding doors opened, Ben's eyes went wide with wonder.
"Believe it,kiddo." Max said proudly as Ben viewed a high tech looking area with Plumber agents and workers striding here and there like a busy police station. It resembled something out of a science fiction movie that he had watched and felt elated that they wanted him to be a part of it.
"This is the sector 2814 of the Plumber's organization; this is 'Providence' sector and it's where you'll be imitated and stationed." Max stated as the two astonished teenagers walked inside as Max began giving them the tour.
"Times are getting dangerous and crazy lately, Ben. The containment unit I created that was holding Vilgax inside was stolen by that imitator of yours called Albedo. Vilgax alone is a big enough worry and now we have a Ben10 doppelganger with Omnitrix tech at his disposal." Max stated and Ben nodded seriously.
"Yeah, Albedo is definitely a pain in the butt alright, I thought he was done when Azmuth clipped his Omnitrix's wings last time around. I guess not, but I'll be ready for them."
"We'll be ready, together we'll fight, Ben." Gwen reassured squeezing his hand gently. Ben smiled his appreciation and thought 'what a woman'.
"Aside from the danger the world is in, placing you in the plumbers would also be a large plus since you have so many lady friends you're now responsible for. It wouldn't hurt to make some money and preparations with all your commitments, don't worry it pays a very decent amount."
"Sweet." Ben pumped a fist in the air.
"But first things first, you need to have your physical taken right now then later you will be shown to your dormitory. You'll meet a familiar face there, now get going, kiddo." Max pointed him to a certain direction and Ben noticed several medical signs on the wall that indicate where to go. He kissed his girlfriend goodbye and strode towards the medical office while Max and Gwen stood behind.
"So when am I going to invited into the plumbers, grandpa?" Gwen asked putting her hands on her hips.
"Hehe, don't worry, Gwen. You and Kevin's time is coming soon, Ben is only going first because he needs it more. What with all those women he has to provide for as well as the possibility of having children in the near future." Max explained.
"Point taken, in fact I need to go to a meeting with all the girls to organize and set up some kind of schedule we can all agree on actually." Gwen added looking in thought.
"Getting crowded I take it, that kid definitely has mojo alright,hehe." Max said chuckling as he processed the thought of having multiple great grandkids in the near future.
"Well with this new girl; Carly, and the fact that the 'famous' Jennifer Nocturne is kinda temping with being in the group, we all agreed that we needed to time manage with Ben." Gwen explained.
"I just hope you gals don't put too much pressure on him, he has a lot on his plate right now, more than others now that I think about it." Max said solemnly as he recalled his grandson being the prime target of Vilgax and Albedo, as well as gathering more hands to hold. Max wondered what kind of interesting future was in place for him, but relaxed knowing Gwen and a handful of other girls were there to support him.
"No worries, gramps, but when/if wedding time comes around we'll put him through all hell." Gwen joked smiling as she and Max began their own tour around the Providence sector of the Plumbers.
Where Ben was at…
Walking through the sliding doors Ben came upon the medical center where he was told to go, it was vast in space and very sophisticated by appearance, there seemed to be only person there and she was sitting at a lab desk behind a monitor screen.
"Uh hello? I was told to come here for my physical." Ben asked loudly as he casually approached the lady at the desk.
"Oh I know from experience that you don't need to be examined to be categorized as 'healthy', hm?" A very familiar feminine voice said. Ben's ears perked and his eyes went wide when the older woman stepped up from her chair and approached Ben.
"Whoa! Doc Holiday?" Ben asked amazed when once again viewed the voluptuous form of the sexy scientist walk towards him with swaying hips. She wore her usual outfit of a black hoop skirt with an orange sleeveless top underneath her lab coat.
"Hm, you forgot to text me, that deserves punishment." She said giving an evil smirk and took a rubber glove to put on her right hand.
Ben gulped loudly and immediately thought of something to do to apologize to her.
"Uh oh, I can make it up to you, Cassandra, big time. Just don't do not do a cavity search." Ben pleaded as she chuckled lightly and pulled him into an embrace. Ben may have fell for it, but Holiday was just pulling his leg with that cavity search bluff, instantly the older woman's lips were on top of the young lad's lips.
Ben felt her arms wrap around his back and deepen the kiss to the point where he felt her tongue invade his mouth, he was already feeling aroused as he savored the feeling of Holiday making love to him. He missed this, it had indeed been awhile since his romp with her last time around, but he had been very busy with missions and planned to make time for all of the gals later.
"Mmmmm, I missed this." Holiday said gently breaking away from the boy's mouth.
"Look I'm sorry, I jus-" Ben tried to apologize until she pressed a finger to his lips to shush him.
"Ben you don't need to say 'sorry', I work in the Plumbers agency, I know you've had your hands full lately. I'm just glad to see you again." Holiday said until her eyes fixed on his pants and she smiled at him again. "And it seems you are glad to see me too, very glad."
'She is such a sex kitten.' Ben thought in amazement. "You bet I am, so I take it you transferred to this sector for some more time with me?"
"It's not always about you, you know, but actually yes. Also there was too much unneeded sexual tension from some of the guys over at my old sector, I figured it was time for a fresh start here at the providence sector. What better person to share it with than you." Holiday said.
Ben blushed a bit and smirked. "Is that door locked?"
"You bet, no cameras in here either, its just you and me." Holiday said sharing another kiss with him.
"Perfect." Ben replied before placing his hands on her rear and squeezing eagerly, she appreciated the idea and feeling frisky she wrapped a leg around his lower back. Ben then moved forward with her to sit her on top of the desk table and lean in for another deep kiss while groping her breasts through her shirt. Holiday moaned inwardly as she placed one of her hands on top of his and guided it while it groped her breast. Ben could feel his tongue inside her mouth and feel extreme elation as her lips sucked it in, it wouldn't be long before he would lose restraint and ravage her right there on the table.
This went on for some time before Holiday broke from the kiss to say something.
"Ben, I'm not wearing any panties." She said sexily thus causing his pants to tighten a bit. "Take me now." She moved her hands to her shirt to peel it up from the bottom and reveal her rather large tits to him.
"Oh I intend to." Ben was now thinking with his 'sword' rather than his mind and immediately unzipped his pants to bring out his fully erect rod of fleshy steel. He used his other hand to grab the bottom of her skirt and hike it up all the way to the waist point. Her moist and warm womanhood was fully visible to Ben, without further instruction her grabbed his manhood and guided it to her opening.
"Huah! Oh wow!" Ben moaned as the tight damp flesh tunnel suctioned his cock, Holiday's head reeled back in mild pleasure and she enclosed her legs around his back.
"Give it to me, hero." Holiday whispered seductively to him as his hips began thrusting into her.
In a sensual rhythm his dick eagerly delved into her pussy, each and every time he slide into her she either breathed hard or moan lightly. The supple flesh surrounding his cock came ever closer to climax yet Ben displayed that he had more stamina left in him.
Over and over again he pounded into her snatch and her legs closed in on him tighter and tighter until she gripped the table edge as she hollered out his name.
"Cassie! I'm cumming!" Ben grit his teeth as his hips lunged into hers one last time before both bodies undulated while Ben blasted Holiday's womb with a large amount of sperm. His lower body twitched several more times before collapsing ontop of his lover, feeling his appendage soften up Holiday's pussy dripped cum out of it's opening while Ben laid on top of her in a sweaty heap.
Both were panting hard and stayed together on the desk with Ben basically using Holiday's tits as a pillow, but after a few more seconds she spoke up again.
"You ready for another round? We barely get enough time with you as it is, you know." She whispered to his ear in a sexy way.
Ben looked up and smirked. "Like you have to ask, I'm ready twenty four seven."
She giggled inwardly at his eagerness and reached a hand behind her head to untie her bun and let her long black hair fall free. She was already stunning with the bun tying her hair back, but with her natural length hair free and loose she dazzled Ben with her loveliness.
"Get up, I want to try a different position."
"Wow you're incredibly gorgeous." Ben stated as he was still in amazement and hypnotically rose up off her.
The sexy older woman got up and turned around to place her hands on the desk and held her rear out to wiggle at Ben sexily. She was such a sex minx when she wasn't focused on her work.
'She wants it doggystyle, eh? You're on.' Ben thought pleased as he got behind her and stroke himself off to get hard again. In no time at all he felt his manhood harden itself again, mostly due to viewing Holiday's curvaceous behind wiggling if front of him, and inch by inch the teenager slid his dick into the moist lips of Holiday's womanhood.
"Huuooaaahhh!" She gasped at the feeling of him inside her once more. The feeling never got dull and neither did their love for each other.
"Mmgh!" Ben grunted as he began pounding into her in a steadily rising pattern. As soon as he delved into her depths he withdrew his cock to the tip and immediately slid it back in with much force.
The slick sensation of his rod repeatedly penetrating her depths continued on for some time and the speed at which he thrust into her rose eventually. She gripped the edge of her desk and hung her head as her body undulated in orgasmic spasm, she rose her head up one last time before moaning outloud while her pussy muscles began contracting on Ben's thrusting cock.
Her back arched and Ben's twitched as his grip on her hips tightened while his manhood let loose another cascade of semen into her womanly depths. After thrusting his hips into her rear a few more times he finished cumming inside her womb and slumped over her back in exhaustion. Both of their bodies sweaty and spent they slumped to the floor in each other's arms blissfully oblivious to the world around them. It was some time later that Ben had to depart to visit his aunt Lily to get an update on her marriage troubles, Holiday had agreed to go the meeting all of the girls were holding for schedule time with Ben, they kiss each other good bye and left the lab. Ben was stationed here and so was she, therefore they would be 'seeing' each other much much more often.
At Aunt Lily's house..
Driving up in his car Ben reached his Aunt Lily's home and parked in the driveway, after getting out he walked up and knocked on the door. Opening it was Lily herself and with a genuinely peacefully happy expression on her face.
"Ben!" Lily lunged and grabbed a surprised Ben to pull into a deep hug. After letting go gently she looked at him with a smile and pulled him inside. "How are you doing, kiddo? I've been meaning to talk to you, but you've been pretty occupied lately I take it."
"Yeah, but I'm free right now thankfully. I came here to check up on you, so how is everything with you and Uncle Frank?" He asked even though the joyful look on her face hinted something good in her life.
"Have a seat and I'll get started." She instructed as she walked into the living room to sit on one of the couches. Ben sat on the one across and waited patiently for her answer.
"Well where to begin? Hehe, Ben, you know how I assumed Frank was on cheating on me with another me?" Lily began and Ben nodded. He also briefly looked around and noticed they were home alone, no Kenny, Frank, or Gwen in sight.
"Well when I found that card with the phone number and info I immediately thought the worst, but shortly after my 'affair' with you, Frank came home and I confronted him about it. It turns out the number was for a medical institute he was moonlighting to, the name of the woman was his instructor and he was trying to improve on his career skills. I even met the woman herself and saw the institute myself, I've been overreacting literally over nothing, Frank and I had a good laugh about it and made up in bed." She lightly chuckled to herself and Ben let loose a sigh of relief after hearing the news.
"That's good to know, I never saw Uncle Frank as two-timer, but where does that leave the two of us? Do we just forget about it and never bring it up again or something?" ben asked still somewhat worried about the night he shared with her.
She looked at him and contemplated for a moment before getting up and walking towards him, much to his stupor, she unexpectedly sat down on his lap and rubbed a hand along his chest.
"Aunt Lily?"
"Ben, I'll be honest with you, after that night I don't think I could turn away from the feeling that sex gave me. It was nothing I ever experienced before, I'm still a married woman and a devoted one at that, but I won't ruin my marriage or break up my family." Lily said sincerely.
Ben nodded. "I see what you're saying and I-!" Ben was cut off when the older redheaded mother of his girlfriend pressed her lips to his and let an intruding tongue swirl around inside his mouth. Although he was greatly shocked he could also feel his erection rising and reflexively moved one of his hands to one of her thighs.
"Muah…" Lily removed her mouth from his and looked at him with lusty bedroom eyes. Ben simply sat there dumbfounded and waited for an explanation. "I also want to keep this little 'secret relationship' between us going, if that is okay with you. Hmmm, seems like it is." She said the last part noticing his erection and guiding her left hand to it to massage.
"But isn't it cheating on him? This is kind ironic in a strange way." Ben said blushing as his aunt kept stroking his hard on through his jeans.
"I'm not pleased about doing this without uncle Frank knowing, but my body or my mind just can't resist the kind of heavenly feeling you and that charm give me. I need this, Ben. Frank is more of a workaholic and barely notices me in a sexual way, even when I occasionally wear my see-through nightie to bed. I doubt I could even say 'no' if that charm magic of yours acts up when anything even remotely affectionate happens anyway, so what do you say, Ben? Will you make this woman happy?" She asked in a sincerely needed way.
Ben mentally sighed, his body wanted this alright, but he didn't like that she wanted this without his uncle knowing. However it seemed like he wasn't paying attention to her needs and that may not change anytime soon, regardless, the charm seemed to have a mind of its own and until he could figure out a way to control it things like this are bound to happen. Besides, this poor woman needs more love in her life, it just has to be him to give it.
"Okay, sure. I just want to make you happy, Aunt Lily." Ben answered looking up at her with an honest smile, she nearly had tears in her eyes and displayed her gratitude by shoving her lips onto his again and this time there was so much energy put into it that they fell back on the couch.
"Mmmmmm." Lily moaned inwardly as Ben wrestled his tongue with hers in a moist slick wrestling match between tongues, she then drew back her tongue and began sucking on his with her mouth. Aunt and nephew continued making out romantically on the couch, thankfully no one was around while they did this and hiding this from everyone would have to be a habit soon. Ben's right hand held hers, his fingers entwined with hers, Lily's hips slowly grinded along his crotch area while they continued. She was wearing her usual attire of green dress shirt over a white tank top with her blue hoop skirt, but they would come off soon enough. Ben slid his free hand up her undershirt until he reached her still bra covered breasts, they were as big as Holiday's and that's a very good thing, he started groping and squeezing her right one.
While he was giving this treatment to her breast she decided to use her hand to unzip his pants and tug them down a bit.
Ben's hand reached underneath the cloth of the bra and felt his fingers touch her nipple, without hesitation he started pinching, pulling, and fondling that nipple along with breast. Lily tensed as he did that, truthfully her breasts were her orgasmic weakness and Ben was just teasing her as he played with her breast, without waiting she pulled down the hem of his pants just enough so that his bulge underneath black boxers was clearly visible. Rubbing her hand along it she caused Ben to tense up as well while she kept her lips firmly on his, sure they were both good at foreplay, but Lily wanted it inside now.
Lily slid his boxers down so that his steel hard rod was standing fully erect for her attention, she then unexpectedly removed her hand from Ben's tugged boxers and placed both of them on the sides of his face and greatly deepened her lip lock with her nephew.
'!' This greatly surprised Ben yet it wasn't unwelcome, he felt the sensation of the older woman's lips massaging his as her tongue was taking his mouth for a joy ride. 'Hot dam, Aunt Lily. You are an incredible kisser.' Ben thought while his mouth sucked on her tongue. After several more minutes of this she gently broke from the kiss with a visible thin string of saliva connecting their mouths. She licked her lips and winked at him as her hands went behind her back to unclasp her bra, Ben mentally made a 'wow' at both her kissing talent and her voluptuous breasts bouncing free from the bra as it fell to the ground.
"You like?" She asked amused at his currently flushed face. He nodded and she went to work stroking his erect member with her right hand while she placed her other hand to his face to insert an index finger into his mouth. She was getting very turned on by all of this, so much so that she foregoes the rest of the foreplay and proceeded to the main course. Getting up she reached her hands to the bottom of her hoop skirt and hikes it up to her belly button thus revealing her cotton pink panties for Ben to see, pulling them down she once again revealed her glistening well shaven pussy ready for screwing.
"I'm going to take you around the world, Ben." Lily whispered as she hovered her lower body over his rod and lowered herself to where the tip of his cock mad contact with her snatch. "Haahh!" she breathed loudly as she sank all the way and felt the hard flesh intruder bury itself to the hilt; Ben was literally balls deep inside Lily.
'Oh wow I forgot how great she felt! She's very tight down there and it feels incredible!' Ben thought in bliss as his aunt rode him.
Lily swayed her hips back and forth making sure Ben felt every bit of pleasure that was her body, this pattern went on for minutes until she changed tactics and grabbed his shoulders so she could bounce her hips up and down this time.
"Ungh!" Ben grabbed her bouncing hips and gripped them as she bounce her hips down on his so that her pussy was repeatedly penetrated by him.
"Oh Ben!" She hollered as she went faster and faster, tits bouncing as she went on.
The older redheaded aunt feverishly rocked her hips into her nephew's length and mentally wished it to never end, she herself never thought of herself as such a nymphomaniac and she guessed that the charm is what brought it out of her, but Ben would be the only person she would share this side of her with.
Both their bodies sweaty and smelling of each other's sex, woman and boy were both close to climax and Lily made sure she wouldn't let go of him when he would lose his load inside.
Her vigorous rocking continued on for minutes and she leaned for another deep French kiss with Ben as she continued, soon her toes curled and her grip on him tightened as her orgasm skyrocketed.
"Aaahh BEN! Hahh!" Lily screamed out in pleasure as her climax caused her pussy muscles to contract wildly on Ben's cock which in turn caused him to come as well.
"Aunt Lily!" Ben gripped her highs tightly as his dick twitched wildly and spewed gushing amounts of sperm into womanhood, into her womb.
"Oooohhhh!" lily moaned loudly again as her orgasm continued as did the feeling of Ben's semen filling her up. After several more undulations by both of them their climaxes ceased and Lily slumped over Ben spent.
Ben was breathing heavily and so was Lily, she then cuddled next to him with his head nestling against her breasts, they were still on the couch exposed, but the two were very happy.
"That was amazing, Ben." Lily said softly stroking his hair.
"You were the amazing, Aunt Lily." Ben answered back as he comfortably wrapped an arm around her waist.
"Just call me: Lillian, Ben. No more of that 'Aunty' stuff, it makes me feel old." She said lightly laughing at the last part. She reached over to her cum dripping snatch and scooped up some and brought it to her mouth to taste it, she hummed her satisfaction and looked over to Ben. "You came so much in me, it's a good thing that charm magic has a birth control effect, but how about next time…you go in from the back door." She said with a sultry smile and grabbed his left hand to place on her supple buttocks.
"You know, that doesn't like such a bad idea, …Lilian." He said ignoring the awkward feeling of saying his aunt's full first name while they cuddled naked together for some time.
Elsewhere…
Where Kevin was at….
Driving his signature green car, with hidden tech built in, Kevin drove down a familiar road to meet up with the Plumber's helpers to help them figure out the recently discovered alien tech Vilgax apparently had shown interest in before he was sealed up.
'They mentioned something about synthoids being built by old squid face before we locked him up, I wonder what kind of tech it is. I am honored they call the 'expert'; yours truly.' Kevin thought to himself in slight smugness. It was at night outside and he was in a neighborhood area, but the last thing he expected to be standing smackdab in the road ahead of him wa-
"What the-? Albedo?" Kevin was on course for running into the Ben10 doppelganger and had the brief notion of running him over, but stopped himself and slowed to a halt just in time. 'Should've just run his sorry butt over, but I don't do that kind of stuff anymore. I wonder what's he doing here?' Kevin thought getting out of the car.
"You're supposed to be in jail, ya cheap knockoff." Kevin said touching his car to armor up.
"And you're supposed to be in the Null Void, Levin, but I'm not here to taunt." Albedo stated smirking and brandished out his new 'omnitrix' he calls: "The Ultimatrix."
"Looking to dance, copycat?" Kevin asked standing ready for battle as he morphed his arms into blade shapes. "I see you got your imitation Omnitrix working again."
"Dance? I wish to party. Meet the Ultimatrix, Levin." Albedo stated as he tuned the dial and slammed his palm down on it. In a bright red flash Diamondhead appeared in his place.
"Color me unimpressed." Kevin made a charge at him while Albedo stood unflinching with his arms morphed into spiked blades.
On reflex Diamondhead shot out a barrage of crystalline projectiles to which Kevin deflected with his arm blades.
With a loud crashing sound Kevin's steel hard blade fist collided into Diamondhead's chest armor, but Albedo returned with a straight to Kevin's gut that sent him back a foot and fired more projectiles at point blank range.
"Huh!" Kevin shielded himself with his armored arms just in time to feel the pelting hailstorm of crystals bouncing off.
Before Kevin could counterattack Albedo he felt a small rumble coming from the ground underneath him and then a crystal spiked jag protruded at high speed at him.
"Oohhmmp!" Kevin was tossed like a brick onto his car causing to collapsed on itself. Rising up quickly Kevin got ready to make another strike at him. "Oh you're going to get it alright."
"Not as much as you, Levin boy. Let me show you why I call this the Ultimatrix." Diamondhead said as he quickly turned the dial on his chest and changed in a bright red flash to yet another familiar alien: Humongasaur.
Not giving him the chance, Kevin charged at him and morphed his right arm into a mace shape and outstretched it to attack Albedo.
Before he could even connect his attack another red flash lit up and revealed something bigger than Humongasaur, it loomed over Kevin with a great shadow and made his way towards him.
"Meet Ultimate Humongasaur." Albedo said in his monstrous form as he stalked towards Kevin.
Where Ben was at…
It was nighttime alright, Ben was exhausted and kinda sore down there, but he was heading home to rest up and be ready for another day. Tomorrow is going to be his first day of initiation and training at the Plumber Sector he was now employed in, school was also going to start again soon and he would need to be ready to deal with that and Plumber work.
"Hm? Who's car is that?" Ben asked himself as he drove up to his home and parked along the curb. He noticed a different other car there parked in the driveway, he figured it would be a visit from a guest or a relative, either way he just wanted to go to his room to sleep. Getting out of his car and walking up to the door, he opened and peered inside to see his mother and father chitchatting with a very familiar pair of faces.
Sitting on one of the couches across from the one his mom and dad were sitting was Camille Mann (Now an in-law and new member to the family) and her little cousin: Lucy. Ben remembered Lucy, she's a member of the alien race known as 'Sludgepuppies', gelatinous based aliens that can take human, humanoid, and alien beast forms, however Lucy obviously looked older since she was now taller and her layered blonde hair was tied into a ponytail. She was wearing a cheerleading uniform that was designed in black and gold colors, her cheerleading sweater was tight and showed her midriff, her skirt was even short enough for Ben to peek distantly at her white panties. Camille looked the same, but was indeed very attractive nonetheless.
Her medium length dark red hair was tied into a bun and she wore a simple black tank top underneath a violet sweater and long black skirt with pantyhose. Ben almost got a nosebleed just looking at her, but quickly shook it off as to not want any more charm related sexcapades to happen anytime soon.
"Ben! Glad you're home, have you said hello to your distant cousins: Camille and Lucy?" Sandra called out to him after she spotted him trying to sneak up the stairs.
'Crap, I really wanted to just sleep, oh well.' Ben thought as he walked over to the living room with a polite smile to greet the two.
"Hey Camille, Lucy, how've you been? Didn't see ya for awhile." Ben greeted before Camille rose to pull him into a deep family hug. Although the hug was a family hug, but Ben got perverted thoughts when his face was pressed so deeply against her rather supple breasts.
'Breasts, breasts….! I hope I can cover my erection after this.' Ben thought as Camille released him so her younger cousin Lucy can give him a brief hug next.
"Well it was nice seeing you again, but I think I'm going to head to my room now to do stuff." Ben stated rubbing the back of his head, as he was trying to get away he noticed Lucy following him up the steps.
"Ben don't be rude now, show Lucy your Dvd collection or your Sumo Slammer stuff while she's here, she's a fan of Sumo Slammers too, ya know."
'Sigh' Ben thought stressed before shouting a friendly okay to his mom.
"Oh and Lucy.." Sandra called out one more time and Lucy cutely turned her head to listen.
"Yes, Aunt Sandra?" Lucy asked.
"Make sure Ben doesn't do anything perverted like read a naughty magazine in front of you or look at dirty things on his computer, okay?" Sandra asked sweetly much to Ben's utter embarrassment.
"Mom!" Ben blushed embarrassed as he quickened his pace up the steps with a giggling Lucy on his trail.
Later…
"So…How's life?" Ben asked awkwardly as the perky girl in his room was reading a comic book she found on the floor.
"That's a boring question, but I'm just peachy actually. Want to dance? It'll be just like old times." Lucy asked energetically as she sat on his bed with him.
"No thanks, last time I did that I slipped and fell on your sludge feet." Ben said grinning.
"Hehehe, you do remember. That was just some fun on my part, won't happen again though, promise." She said sweetly while making a cute puppy dog face at Ben.
Ben crossed his arms and look indifferent, he didn't want to be mean, but he was so exhausted that he wished to sleep already.
"Come on, Ben. Lucy really likes it when you dance with her." Camille said surprising everyone, she was standing in the doorway with her arms crossed and a soft smile on her lips.
Ben slumped his shoulders and got up off his bed. "Fine, let's do this, but I'm not much of a dancer, you know. In fact it's been five years since the last time you and I danced."
Lucy looked giddy and she bounced off the bed to stand on the floor next to Ben, Camille walked in as well.
"Don't worry I'll teach the two of you." Camille said as Lucy stood close enough to hold him by the hands, Camille placed her hands on Ben's hips and positioned him and Lucy in certain dancing stances.
After several more instructions Ben and Lucy began their slow dancing serenade in the middle of his room while Camille sat on the edge of his bed to watch in amusement.
"Not bad, not bad, but Ben try to keep focused on holding her hip and shoulder. Not touchy touch or peeping, okay?" Camille commented teasing him a bit.
"You're definitely a part of the family alright, everyone loves to tease me for some reason." Ben said looking over lucy's shoulder at Camille.
"I wouldn't tease you, Ben." Lucy stated gazing at him with her lovely blue eyes.
"That's good to know, I really appreciate that, Lucy. By the way don't you have a boyfriend to practice this with?" Ben asked curiously.
Lucy bit her lip and looked to the side without answering. "I uh don't have a boyfriend, Ben."
"Oh, sorry, I didn't mean to be rude." Ben said apologizing as he dipped her and brought up back up to pull her into his arms as a dance move.
"No big, but I do have a crush on someone though, want to know who it is?" Lucy asked sexily winking at him.
'Uh oh, I'd better stop this before something happens and Charmcaster magically castrates me or something.' Ben thought as he got a pretty good idea on what she was talking about. "Uh Lucy, maybe I should tell you that-"
"She has a crush on you, Ben. Isn't it obvious?" Camille stated interrupting and causing Lucy to blush in slight embarrassment.
"Oh oh well… that's cool and all, and you're a very cute gal and all, but…" Ben was once again interrupted when Lucy ditched all restraint and shyness by surprise kissing him on the lips deeply. Who would have thought it, huh? Lucy of all people had a crush on Ben and now it was coming full circle, Ben was going to have a hard time explaining this to them and the girls later.
'No no no no no! The charm effect is going active!' Ben thought as Lucy softly removed her lips from his with a pleased happy expression on her face.
Camille had a 'wow' expression on her face after seeing her cousin just French another distant cousin, she knew about Lucy's infatuation with Ben, but didn't figure she would follow through with it so soon after seeing him again. Suddenly a strange new feeling overcame her senses and her eyes unknowingly began glowing bright pink as did Lucy's, both girls were now unexpectedly filled with heartfelt love and lust that's being directed at the distressed looking boy in the room.
Lucy now gazed at him with bright pink eyes glowing and grabbed him by the shoulders to lightly shove him onto the bed, Camille had the same look on her face as the two alien cousins prowled over the green clad hero on the bed.
"Aw darnit, it happened again." Ben sighed then looked at the sight of Lucy pulling up her cheerleading top to reveal her braless breasts to a now aroused Ben. The charm effect shined it's lusty effect on his mind and body as well, suddenly he now felt the urge so make love to the two distant relatives coming down on him.
Camille went behind Lucy and placed her hands on the younger girl's chest to grope and massage the teen's petite tits in front of Ben while Lucy herself reached her arms behind to grasp the back of Camille's neck. It was almost like they were imitating a porno movie scene, not that Ben watched a lot of that anyway, but it was certainly similar.
Meanwhile outside the Tennyson household…
"Albedo, do you have Levin?" Vilgax's voice sounded over the communication channel, the menacing alien tyrant stood battle ready outside a certain hero's home ready to strike, but he waited until he heard the signal.
"Like you have to ask." Albedo spoke in Ultimate Humongasaur's voice as he dragged an unconscious Kevin with him back to their base of operations. "You grab Tennyson's parents and bring them back to the ship to hold as bargain chips, begin now."
"I don't take orders, I give them! You forget your place, Albedo. I know what the plan is and I don't need you tell me how it works." Vilgax said with a growling voice as he waited for the right moment.
Ultimate Humongasaur growled. "Have it your way, let's just get this over with." he stated as he stalked away while dragging Kevin with him.
Where Ben was at…
Kneeling down in front of him was a topless Lucy and Camille, Camille's breasts were a good size bigger than Lucy's of course and infused with lusty magic they placed their lips at the base of Ben's erect shaft. Ben's head was reeled back in pleasure as he felt Camille's lips kiss and suckle here and there along his dick while Lucy sucked in one of his balls erotically.
The charm glow clearly visible in their eyes and the look of lust on their faces Ben wondered what the ramifications of this could be later on, but his mind was too clouded with euphoria to think.
He then felt Camille take him entirely in her mouth while Lucy rose up to place her visible snatch over his face. Her panties were yanked down her ankles and her uniform skirt was hiked up to her abdomen making her supple rear and hairless pussy ready for Ben to service.
Feeling Camille now deepthroating his member Lucy then lowered her bare snatch onto his mouth, feeling controlled by the lust Ben dug his tongue and mouth into her clit causing her to tighten her thighs around his head.
Camille's mouth continued suctioning his hard on and she has shown that she was indeed a pro at it, Ben felt extremely close just from her blow job alone.
Wet slapping sounds can be heard as Camille voluntary face humped Ben's meat while her young cousin was cradling Ben's head as he ate her out. His tongue wormed in and out of her slit vigorously until he then placed two fingers into the same place he was servicing, Camille felt his hips undulate signaling he was about to blow his load.
All she did was increased the force of her suction and the pace she was giving and within a couple of minutes she felt the cock in her mouth twitched wildly letting loose a spill of sperm down her throat.
'Damn she's good!' Ben thought while he was cumming inside Camille's throat, if his head wasn't enclosed in Lucy's sexy legs he could hear the swallowing sounds Camille was making. Gushing amounts of semen spilled down her throat as she gulped it all down willingly and with satisfied taste. At the same time Lucy climax all over Ben's face and gushed her pussy juices all along his tongue and mouth.
"Wow…" Ben laid spent on his bed with Lucy resting her head on his and Camille cuddling on the other side of him with her fingers rubbing his chest in circles. The Charm effect was still active and still had their senses and minds clouded with sex filled thoughts, but before anyone could continue-
Loud wall crashing sounds were heard downstairs causing Ben to bolt up and redress himself so he could hurry downstairs to see what it was.
When he did he noticed the front wall of his house smashed from the outside and in it's place stood someone Ben hoped to never see again.
"Miss me, Tennyson?" Vilgax said standing in the wreckage ready for battle.
"Vilgax?" Ben was now on full alert and readied himself and the Omnitrix for one hell of a fight.
"The one and only, time for some much due payback, you little brat." Vilgax leaped into the air at Ben, who was still at the top of the stairs about to activate his Omnitrix.
"Bring it!" Ben called out as his slammed his palm down on the dial to transform.
To be continued…
AN: This is the beginning of the ultimatum arc that will end Alien Force and move on to Ulitmate Alien, but also I have some filler chapters in mind as well.
Filler chapter (A):
'Bencest is wincest'
A small get-together at the Tennyson household with the Tennyson women plus Ben, soon turns into a frenzy when Sandra Accidentally drinks a heavy 'special' margarita that causes her to make a move on Ben. As a result the 'Charm Chain effect' happens causing Sandra, Gwen, Lily, and Camille to go into nymphomaniac mode with Ben in their sights.
Ben x Lily x Sandra x Gwen x Camille.
Filler chapter (B)
Carlie's pals
On a date with his latest girlfriend: Carlie Cooper, Ben accompanies her to her high school's homecoming dance and later runs into her two best friends; Michelle Gonzales and Norah Winters. when the girls chat amongst themselves while Ben gets drink, the talk slowly turns into one about inspecting Ben from behind and commenting about it. When Norah admits she would outright seduce him and Michelle admits to the good quality of his rear, the charm chain effect mysteriously sets off within the three girls. While Ben is in the men's room he is cornered by the three amorous teenage girls by surprise, they tie him to a stall and begin having fun with him.(FYI all these girls take from the Spider-man 616 universe)
Next chapter: Ultimatum Part two
- 16
- 17
- 18
You need to be logged in to leave a review for this story.You need to be logged in to leave a review for this story.
Report Story

Ben's Girls