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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
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Ben's girls
Chapter Twenty-one: Dance night and Sandra's charm
By Jehuty-Prime
"What's going on, Grandpa? Did Amalia Tennyson really look the way I just described her?" Ben asked sitting across from his grandfather Max at a picnic table nearby his house.
Ben was looking pale and somewhat fatigued; it had not been but a few days ago when he shared an evening with Camille, Lily, Gwen, and even his mom, that he'd rather forget. Now he was starting to fear the charm effect like it was a curse upon him, just when he thought he had it under control it snuck out another unexpected sexual encounter on him and several Tennyson women. Ben had confided in Max but he intentionally left out the part where it also involved Lily, Sandra, and Camille. As far as Max knew it was a regular sexual relation with Gwen when that embodiment of the supposed 'Amalia' emerged through her powers.
Max looked solemn for a moment then fished out an old photograph from his wallet, it was a small photo that appeared to be very aged yet clear enough to see a young woman on it. "From what you already told me, what you saw couldn't have been a 'spirit' of my great grandmother. She had brown chestnut hair and was known as a rather average young woman. Are you sure Gwen's powers aren't going haywire? Anodites and their powers are never easy to control unless you're someone like Verdona." Max said handing over the aged photo to Ben.
"Well…" Ben trailed when he examined the picture and mentally recalled what the spiritual form of that 'Amalia' looked like. 'They don't resemble each other at all, I know what I saw, but this reeks of suspicion. Maybe I'm losing it.' He thought before looking back to Max.
"It could be that, I mean she never tried a séance before, but things have been getting weird lately."
"Heh, weirder than usual, you mean? Speaking of, how're the girls doing, ladies man?" Max chuckled before getting and walking to his cook out grill just outside the Rustbucket.
Ben remembered Gwen being somewhat upset with him over adding yet another addition to their growing 'love nest'; Carlie Cooper. His eyes blinked in mild alarm as he just now remembered an engagement he had to attend to later this evening. "Oh that's right; I remember I had to do something later tonight with Carlie." Ben realized and proceeded to get up and quickly grab a sizzling meat Pattie and bun for the go.
"Just grab and go, huh. I hope you and Carlie don't do anything too frisky, I wouldn't want to have great grandchildren just yet." Max called out to him causing Ben to nearly choke on his burger bite.
"Don't joke like that while I'm just now eating, Grandpa. Besides I get enough scare tactics from all the other women in my 'group' about pregnancy. The charm does protect against it after all." Ben called back.
Before he got to his car and opened the driver's door, Max called out to him again and this time he had a serious look written on his face. "Don't take on more than you can handle, kiddo. You've been good at handling the Omnitrix and controlling more than ten different alien forms, but you'll have to be better if you going to be with over ten different women, Ben."
Ben looked back at him and nodded slowly before getting in. "When haven't I been careful?" He joked causing Max to have a flattened expression.
"Do I really need to answer that?" Max answered as Ben started up his car and waved him bye.
He drove off with a set destination in mind, but among other things he had been worrying about two very important problems. One was being if he could even spend enough time with each and every one of them individually without it turning into a porno scene, the other was the Amalia Tennyson doppelganger that sparked lust within him and the other Tennyson women that night. He could never bring himself to forget that night as much as he wanted to.
A vibrating feel and a ringing sound brought his attention to one of his lower pockets, his phone was ringing and when he fished it out to answer it Ben noticed it was Carlie's number.
"Hey Carlie, what's shaking?" Ben answered pressing the phone to his ear.
"Hey yourself, stud. Are you ready to come to the dance with me tonight at eight? I hope you'll buy a tux for the occasion." Carlie answered with a cheery tone.
"Of course, I don't have any alien business or Plumber duties to speak of, besides it's your homecoming dance. I wouldn't miss out on that, plus we hardly get to spend time together anymore." Ben answered taking a turn in the road.
"That's true, hehe, from Gwen told me there's a lot of us you have to spend time with. Trying to make a large family or a line of heirs, Ben?" she giggled back over the phone causing him to blush a bit.
"T-that's not like that...at all!" Ben stammered a bit before she answered back giggling.
"I'm just kidding, Ben, usually not many people end up in the same position as you. I hope you'll treat every one right." She said sounding sincere.
"I will, count on it." He replied and Carlie felt a smile form on her lips. "Well I have some allowance money to rent a tux, but I'm going to stop by my cousin Kenny's place to see if he'll let me borrow one of his. I'll meet you up in a bit."
"Okay, can't wait. See you soon, lover boy." With that Carlie clicked the end call button and hung up.
Ben pocketed his phone and drove on, a sudden flare of vibrant pink energy lit up in his pupils and immediately thought of all the special women in his life; Holiday, Carlie, Julie, Elena, Kai, Helen, Tracey, CC, Melissa, Lily, Jennifer, and Gwen. A confident smirk crossed his lips. "Looks like I may control some of it after all." He said to himself as his car sped down the road.
'That's what you think; soon you'll only be mine, my love.' A mysterious feminine voice said from within an unknown space of violet energy.
Elsewhere…
"Thanks for lending me your prom tuxedo, Kenny. I promise I won't ruin it, mostly." Ben said walking out of Gwen's house with Kenny standing at the doorway.
"Heck you do whatever you want it, just don't bring it back with 'love' stains on it." Kenny joked resulting in Ben turning around and shaking his fist at it.
"Oh like you didn't already cover it with nastiness on your prom night, right?" Ben said back to him.
"Yeah I pretty much wrecked it, have fun wearing it though." Kenny shrugged and Ben eyed the formal wear with utmost suspicion and disgust. Steadily walking back to his car while hearing his cousin chuckle in amusement of Ben's reaction he got in and got ready to drive to Carlie's house for a relatively simple and romantic evening. He hoped.
Meanwhile somewhere in the same violet void was a mysterious woman smiling deviously.
Where Carlie was at…
Standing in front of her vanity mirror of her bedroom was the said blonde teenager holding up a rather beautifully elegant beige prom dress. Her eyes zipped back and forth between the dress and how she would look in it on the mirror, she bit her bottom lip in slight distress at preparing for this evening.
"I wonder if I should remove my glasses, those contacts are a bit painful to put on, but…" She laid the dress down onto the side of the bed and examined her face up close to the mirror. Her face was held angelic beauty on creamy white skin with bright blonde hair tied back in her usual sophisticated student appeal.
"How about tonight I just let go of that style, I want to look good for this dance and for Ben." Carlie sighed relaxed and removed her glasses from her face, she was pretty and mentally Carlie decided tonight she would make herself out to be dazzling.
After nearly twenty minutes of showering and touch ups she finished dressing up and heard the door bell rang. An eager smile crossed her face and she headed down the stairs to answer it. 'Here we go.'
Outside her house…
Ben stood before the door just a moment after he rang the doorbell, dressed in his cousin's tuxedo which surprisingly fit just right, ready to begin this evening with Carlie. He and Gwen had already passed their homecoming dance and regrettably he hadn't been with Gwen at that time to enjoy a night dance with her, but this would be different.
The door opened and Ben felt his jaw drop when he saw a stunningly beautiful Carlie looking back at him without her glasses and with a look of hope. Her hair was loose and styled in a long graceful style, she was dressed in a beige white dress that was fashionably designed for occasions such as this, it possessed no straps and resembled a bride's maid dress, but styled differently. Simply put she was outright beautiful.
"W-wow..! You look amazing!" Ben stammered a bit causing her to smile.
"You're not so bad yourself, Ben. That tux really brings out your shoulders." She commented when she examined his well built frame within his cousin's suit.
Ben held out a small box with an ivory colored corsage inside and opened it up to place it on Carlie's now outstretched right arm, he was having trouble putting it on but eventually the piece was tied and during which Carlie never took her eyes off him.
She didn't say anything but she knew what to say at the right time, but Carlie knew it in her heart; she was in love.
"There, sorry it took so long, I'm not used to going to formal occasions, plus I'm just clumsy." Ben said awkwardly, he hoped he didn't leave a bad impression, but she silenced his doubts with a sudden loving liplock.
He didn't protest and instead savored it by wrapping his arms around her slender frame. After a minute or so they broke off and headed to his car with Carlie's high school as the set destination.
While inside the car…
"So you're about to be in Junior year now, huh. I figure this dance always comes sometime during the middle of the second semester." Ben said steering.
"Exactly, in fact a couple of my friends are gonna be at the party too, I'd like you to meet them. That is unless your magic doo hickey doesn't kick up and make them want to jump you." Carlie joked slightly worried that the charm spell may actually happen with that scenario in mind.
"I hope not, for one thing I haven't met your friends yet, and secondly I think I am getting some control over it. It just takes a matter of time." Ben said grinning.
"Or practice, not that I would mind being your practice partner, hmm." She said winking. He chuckled and mentally noted she was feeling very excited about tonight, a night he swore he wouldn't ruin for her.
"Now that's an enticing thought." Ben chuckled as he drove on, Carlie's soft left hand on top of his right one the entire trip.
Minutes later they reached the parking lobby to where this rather impressively designed building that resembled a royal mansion; it was Carlie's private school. Ben found a place to park and walked out to the entrance with the blonde teenager girl hand in hand.
'Wow there's a lot of people here, I wonder if I'll see anyone from my school he-' Ben was cut off in his train of thought when the shrill of another girl's voice caught their attention.
"Carlie!"
Ben looked ahead a saw a rather beautiful Hispanic girl that was a bit taller than Carlie quickly make her over to them, at her side was a shorter blonder girl with stylishly done hair style and casual clothing.
"Michelle Norah!" Carlie was tackled into a hug by the two gal pals of hers, Ben figured these were her friends she mentioned earlier. Neither were bad on the eyes, in fact Ben had to stifle whatever perverted thoughts creeped up in his mind when he noted how short the Hispanic girl's mini skirt was. Shaking his head he snapped back to reality and notice Carlie introducing the two to him.
"Ladies this is my boyfriend; Ben Tennyson. He and I met at a movie theater and…" Carlie spoke before sliding her right arm around his left one.
"Knocked boots?" Norah said eyeing Ben like a jewel appraiser, she wore regular casual clothes which consisted of a thing white fatigue shirt with a punkish collar on her neck, a simple blue skirt over her petite fishnet stocking covered legs and tennis shoes.
Carlie went beet red and snapped back to her. "N-Norah!"
It was Michelle's turn to 'check out the merchandise', her brown eyes roved up and down Ben's slightly built form. Fighting alien enemies for so long with and without the use of the Omnitrix does wonders for working out without a gym. She placed a hand on her hip and smirked mischievously before saying anything. Ben took the time to eye her as well, she wore a sexy black dress with loose spaghetti straps and short skirt, even her ankle strap shoes brought out her sexiness. Ben was having a time trying to stifle a nosebleed, any perverted thoughts or the sensitivity of an erection could spring the charm effect, he definitely didn't want that to happen.
"Hmm not bad, I wonder if you can dance good, so have you and Carlita did it yet?" Michelle asked with an amused tone in her voice.
"Carlita?" Ben asked.
"Carlie's nickname from Michelle, so have you?" Norah added with an eager look on her face for the answer.
"I don't think that's any of you two little pervert's business." Carlie stated affronted and slightly blushing, but her reaction caused her two mischievous buddies to smirk widely.
"She did!" Norah and Michelle said in unison before highfiving each other, Ben honestly was amused at their antics, Carlie however was flushed in embarrassment and pouting.
"Ladies, let's go inside and a night, shall we?" Ben asked hoping to push past this awkwardness and the teasing they were doing.
Norah and Michelle both stopped snickering and looked back at him with a nod, "Sure, I'm up for some dancing tonight. We can take turns with your boyfriend , right carlie?" Norah said catching both Ben and Carlie off guard.
"What? Norah are you kidding me with that?" Carlie said hooking both of her dainty arms around Ben's right one, thus signaling their relationship to them.
"What? We just want to dance, we weren't able to bring any dates with us here since originally we didn't plan on coming. Besides too many guys keep asking me with those perverted grins of theirs anyway." Michelle said walking beside Ben and Carlie as they made their way into the dance hall of the school.
"So can we, Carlita? It's only for dancing." Michelle pleaded softly leaning her head against his shoulder, Carlie should've expected, but was still peeved regardless. She had already gotten used to the fact that time sharing with Ben and his other mistresses would be a dealable hassle, but didn't want her friends to get mixed up in that charm magic of his.
"Well… okay I guess, but I better not see you grabbing his butt or trying to rub his crotch, okay." Carlie sighed with a demanding tone at the end.
"Yay, dibs on his butt!" Norah joked and leaped to land on his back causing him to stumble a bit.
"Norah!" Carlie flustered and Ben sighed to himself.
'I know I should say something along the lines of 'I'm a one woman man' but I'm the last person in the world to say that. I hope Carlie isn't too mad with them or me in this case.' Ben thought before shaking off the hyperactive blonde from his back, she wasn't shorter than him but plenty petite enough.
The night went on and soon Ben found himself in the middle of the ambient musical dance floor with Carlie in front of him with her angel smile.
Her hands gracefully where they would be during a dance position and Ben gently leading her around in a swift motion of their dance movements, during the sonata of mixture music the two teens never took their eyes off each other.
The music changed to slow sappy romance music and the two moved at a steadily slower pace, but pressed in closer to each other during their stance shift. Norah and Michelle sat close by watching the two from a nearby table each anxious to have their turn dancing with Carlie's 'squeeze', of course they weren't planning on throwing a wrench into their relationship, part of them asking to dance with him was simply to mess with her.
The music swayed and the two teens gracefully made their way around the dance floor in slow circles, Carlie was now moving herself closer to his chest as a means to bury herself in his arms. She truly loved him, even her gal pals could see that, but another entity had a different thought in mind and it wasn't good.
After fifteen minutes went by the music ceased to a slow crawl and Carlie with Ben decided they need a rest, so the blonde vixen went to sit down with her buddies while Ben went to get them all drinks of punch from the punch bowl.
"So? What do you two think of Ben? Isn't he sweet?" Carlie stated with a sigh of happiness causing Norah to roll her eyes.
"He could use some help with those dancing steps of his, but overall he seems nice. I hope you two kick it off." Michelle commented.
Carlie mentally choked down her own thought as to not speak it out, she didn't want to mention that she was simply one of many to bond to the alien hero. Polygamy among teens was something that could get unwanted attention and she did not want that.
"He has a nice ass." Norah said out of the blue causing Carlie to nearly stumble out of her seat.
"Norah!"
"What? He does. Michelle knows it too, no wonder you two spiced things up." She said snickering, Norah Winters was well known for her more than extreme honesty, as well as her open mind.
"Not to make you uncomfortable, Carlita, but I'd do him if I got the chance. Are you two going to after tonight? He is kinda cute afterall." Michelle said crossing her legs; Ben was still over at the table filling up their cups when unknowingly a familiar pink surge invaded their consciousnesses.
"It's showtime." A distant voice echoed in the violet space of an unknown location when the mysticism of the charm magic took hold of Carlie and her two friends.
'This is…! I've felt this before…! I…I…' Carlie thought before the intoxicated effect of the charm override her logic thought and replaced it with thoughts of enticement and uninhibited desire. Michelle Gonzales and Norah had the same looks on their faces and while Ben was making his way over to them, the three of them looked at each other and nodded in unison as though they thought the same idea.
"Hey gals, sorry I'm late. You wouldn't believe how many other students I had to push through to serve this stuff. I hope it's not spiked." Ben said as he set the four cups of red liquid down on the table.
The three gals all looked at him in unison like three female lionesses honing in on the alpha male for mating season.
"Hmm? You three all right? Seems kinda quiet between everyone." Ben asked in slight worry before Carlie put on a reassuring smile and spoke.
"We're fine, Ben, but it looks like you might have something on your suit. Looks like a nasty stain and you may want to go the restroom to wash it out before it sets in." She said clearly lying, Ben was positive he didn't drop any punch on his cousin's suit, but he thought that since Kenny may have 'tainted' it with god knows what at his prom, he figured he'd better check.
"Heh, I really hope Kenny didn't leave any 'love' stains from his prom night on this, I'll be back then." Ben walked off to the nearest and possibly emptied men's restroom to wash up, but that's where the girls plan to corner him.
"Let's go ladies." Michelle signaled before standing up with the other two and heading in the direction of where Ben went.
Where Ben was at….
"Jeez Kenny, way to play with my head like that, I'm not dumb enough to believe this old tux wasn't washed when you last used it, or that you actually had sex while wearing it. I can't believe I fell for that one." Ben muttered to himself as he stared in the mirror while he was holding up his tuxedo jacket. No one else was in here except him, but with the door swaying open that was would soon change.
"Hey Ben sweetie." Carlie spoke in sexily sweet voice.
Ben turned around to see all three girls behind him, each with a sexually excitable expressions, if he wasn't caught off guard he would've immediately jumped to the conclusion that the charm effect went active again.
"Carlie? Wha-" Ben was cut off from speaking when the blonde schoolgirl covered his mouth with hers, her tongue eagerly diving inside and worming it's way slowly around his own tongue. He'd be lying if he said he wasn't turned on, but he knew this had to stop for a list of reasons. A certain entity wouldn't have any of that.
"Now now, Ben, I won't tolerate any prudishness tonight. These three are here for only you, now enjoy the night, hero." A hauntingly familiar voice sounded within Ben's mind as the charm activated fully within him.
His eyes shone a fierce violet pink once again, his face cringed as whatever little consciousness inside of him tried to wrestle for control of his body, but ultimately he lost in that battle. Whoever influenced the charm's magic in all of them had more control of mana and now played out the hormonal lust between the four teens.
His eyes sunk as he melted into the kiss and impatiently wrapped his arms around her back with his hands creeping to her buttocks. With a gentle squeeze he latched onto each cheek within each hand causing her to moan like a kitten within his mouth.
He felt a shuffle and Norah was on his left side placing her dainty soft hands on his increasing bulge through his pants. Michelle proceeded to be on the right side of him and decided to pull down the top of her black dress to display her supple B-cup size breasts, deciding to hog some of the attention she grabbed and removed Ben's left hand from Carlie's butt and place it on one of her breasts.
Ben retracted his mouth from Carlie's and was immediately liplocked by Michelle, the latina girl swirled her tongue around in a way Ben had rarely felt. If anything, it was as if he were being frenched by one of the older women in his group, and it felt nice.
The tan smooth girl of Michelle's breast beneath his hand, the sound of the zipper being peeled down by both Carlie and Norah, and the magic of 'charm' amplified his sensitivity to their touch.
"Looks we get to do more than dancing tonight, eh Michelle." Norah commented as she pulled up her white thin fatigue to reveal her surprisingly larger breasts. They were perky and supple, yet she was a tad bigger than Michelle's.
Michelle removed herself from Ben's mouth and rubbed her left hand on top of Ben's hand that was still groping her right breast. "And we'll do much more than that, isn't that right, Carlita?" She said with the faint glow of pink in her pupils.
"Of course, but what do you think, Ben? Do you feel like spending this evening with all three of us instead of dancing?" Carlie asked with the same pink glow, clearly the opposite answer was not an option, but it wasn't like he was going to decline regardless.
"Lock the door." He said feeling the steamy urge to ravage them flood his mind once again. This sensation was similar to the one he had during the ladies night, something constant is triggering this again and he had to find out who or what.
Norah walked over to the door and jammed a nearby stool against it effectively barring it to open from the other side, meanwhile Michelle and Carlie gently pulled Ben into a stall where they sat him down on a toilet seat with the lid down.
"Ben, I love you, you know." Carlie said as she stood with her arms around her Hispanic friend.
Ben knew full well that he felt the same way, but her way of showing was soon to build a great erection in his pants.
Carlie pulled Michelle up so close that their breasts were massaging each other, the blonde opened her mouth and covered her own with her friends, both made sure to make it look as erotic as possible. Ben could clearly see Carlie's tongue being sucked into Michelle's mouth hungrily, both of them were rubbing each other's backs with their hands while Ben's erection built up greatly.
They were doing it like pros, with Carlie sucking up and down on Michelle's lip while grabbing her head so she can then shove her tongue down her throat once more. The slurping sounds were almost loud enough to hear easily, but before he could see them undress each other Norah came in and sat on his lap like a well paid stripper.
The punkish shorter blonde was now topless and made sure Ben had a very good view of her tits up close, saying no words she leaned down to capture him in a deep tongue frenching kiss. Carlie and Michelle noticed he was no longer watching them and looked to see the little blonde grinding her hips on his lap while shoving her tongue down his throat.
The alien watch wearing hero didn't protest and instead reached his hands around to her rump and squeezed her cutely shaped buttocks, slowly those hands hiked up her skirt and grabbed her hips while she grinded herself on him. Carlie and Michelle watched in enjoyment as their spunky friend continued dry humping Ben in front of them, but decided to wait no longer they each started to undress.
Carlie shimmied herself out of her formal wear and stood there fully nude and Michelle quickly shucked her own short dress to reveal her curvy tanned body. Hard to believe that they had such looks during their teen years, but Ben wasn't complaining.
"My turn." Norah breathed hard when she let go of Ben's tongue from her mouth and stood to join the others, since she was already half naked all she had to do hike up her skirt to her waist and yank down her white panties. Her nearly bare pussy in plain sight, she had a slight patch of golden pubic hair above her pussy lips. Michelle was completely bare, it did more to highlight the moistness between her inner thighs, and Carlie of course also had a small patch of golden pubic hair.
"Not bad at all, ladies, I guess it's my turn then." Ben was about to get up to remove his clothes as well, but Michelle's hand stopped and gently shoved back down.
"Let us do that, pretty boy." Michelle said with a seductive finger still on his chest. Her hand traveled down along his body to his pants and in unison all three girls placed their hands at the hem of his pants.
With an impatient they yanked down both his pants and his boxers all the way to his ankles, Ben would be embarrassed if not possessed with lust since his cock stood out so readily for them. Norah hadn't seen a man's private part until now and Michelle was young as they were, but she had see plenty of perverse material on the internet.
However they each knew just what to do; "Well you two, let's share a popsicle." Carlie suggested in a naughty way and the other two nodded before all three of them dove on his length.
"Oh god!" Ben gritted his teeth and held onto the stall's railings with his hands clenching tightly as he felt the touch of Carlie's rolling along his shaft, Norah's lips sucking a testicle into her mouth while fondling the other, and Michelle sucking in the tip with her tongue licking it in swirls.
The only other time he remembered being serviced by three women simultaneously was when he reunited with CC, Turbine, and Frightwig after the trip back through time, only this time it was with three teenage girls that were all just as eager to jump him.
Norah opened her mouth wider and ran her tongue around the spherical surface of his left tentacle and gently squeezed the other, she wanted to take both of them into her mouth, but that wasn't physically possible for her. Instead she did something else and stood up to move over to Ben and press her naked woman lower bottom to his face. He didn't even wait until he pressed his mouth to her clit, his hands grabbing her hips as to lap his tongue up and down her pussy entrance vigorously. She bit her bottom lip and stifled her would be moans, but steadily she rotated her hips around with Ben's mouth still eating her out.
Michelle and Carlie took the next step as well, Carlie signaled to the latina girl and they got into a position where Michelle rose up and hovered her pussy over Ben's erect meat. Ben was busy licking and tonguing Norah's fifteen year old pussy to notice Michelle there, but without any further notice she slid herself onto his cock till it reached her hymen.
Ben now noticed what was happening and moaned inwardly as his hands were now squeezing Norah's asscheeks again, Norah moaned loudly and then so did Michelle when she slammed herself all the way down on his cock thus penetrating her entirely.
"Oohh! Yes!" Michelle moaned in pleasure, but also in pain. She just had her virginity taken, but the charm magic diluted the pain greatly and returned her mind to the sensation of physical pleasure she was feeling. Gradually she ground her hips forwards and backwards with his dick fully inside her while Carlie stood against the wall of the stall fingering her pussy frantically with her left hand.
In and out her left index finger plunged into her sensitive womanhood, but she enjoyed every minute of it and imagined Ben to be the one doing it. Meanwhile the latina lover began bouncing/undulating on his meat and rode his lap wildly, Ben himself couldn't say anything because Norah was busy smothering his mouth with her now climaxing pussy.
"Ah ah aahhh!" Norah squealed as hers snatch muscles convulsed several times and squirted pussy juices all over Ben's face and mouth. After taking a breather for a few seconds she removed herself from his face and slumped against a wall of the stall they were in. Michelle continued humping to her heart's content and pressed her upper body much closer to Ben now that Norah removed herself, the tan girl leaned in and licked slowly on certain parts of his face. She was doing this to be naughty but also to suck in some of Norah's cum from his face. Her his were sliding into his faster and stronger meaning she was getting close to climax, but planned to hold it off until she felt an intruder in her 'back door'.
"Eh? Carlita, what are yo- ooohH!" Michelle moaned when Carlie snuck up behind her and inserted her right index finger into the tan girl's anus. She had never experimented like that at all before and this new sensation was fairly alien to her, but she was enjoying it greatly. Carlie continued pumping her finger in and out of Michelle's anal pucker hole thus causing her to lightly bite Ben's neck in enduring pleasure.
After a few more moments of slamming herself on Ben's cock and being anally fingered by Carlie the tan girl opened her mouth agape in orgasm and undulated wildly on Ben's lap. "Oohh yes!" She moaned loudly as her snatch clamped in juicy climax on his dick thus causing him to come as well, and come he did, Ben moaned loudly too and thrust his hips upwards several times to fill her young womb full of baby batter.
"Ah ah!" Ben thrusted again and again he rode out his orgasm, feeling spent after shooting so much sperm inside Michelle he leaned comfortably back with her cuddling his chest.
The night was not over yet though, another pink surge of energy flooded their bodies and crazed lust filled their minds.
Carlie's face was written with intense desire for him and she whispered to the girls what they could do next while she had her turn with him now.
Michelle and Norah sat across from each other on the floor sprawled with their legs open wide, within seconds womanhood began rubbing feverishly against womanhood as the two started scissoring each other. Norah's ivory moist pussy slowly rubbing against Michelle's cum soaked tanned one was enough of an intense sight that it got Ben rock hard again, Carlie took this opportunity to immerse herself in reverse cowgirl position on her boyfriend's appendage.
"Carlie…" Ben moaned in eurphoric desire as the blonde teen fully slid Ben's dick into her snatch, he rose up so that his chest caressed her back and pulled her into a lover's kiss while he started pounding into her.
In and out Ben's member slicked into her smooth yet tight entrance, hips slamming into hers repeatedly while her two friends continued scissoring their pussies against each other. Even without her glasses she was a knockout and Ben was finding himself more in love with her every day, though he greatly held all his 'women' deep within his heart on equal grounds.
After seven minutes Michelle and Norah got into a sixty nine position and energetically delved their tongues and mouths into each other's snatches, Norah putting in more effort since she was scooping out some of Ben's semen from her womanhood into her mouth. During that time Ben and Carlie continued their frenzied pounding standing up and against the stall wall with Carlie's butt bouncing against the surface.
Her legs held suspended in the air by Ben's hands and her arms hooked around his neck for support while continued banging his meat into her womanly entrance, again and again he savagely pounded into her and during which she held her mouth open in speechless nirvana. It was nothing short of a miracle that no one bothered to intrude on them in this restroom, but that worry didn't stop them from going all out.
Feeling her fingers clench tightly into his skin Ben felt Carlie was close and so was he, her legs fell loose and wrapped them around his waist while he continued shoving his meat into her. After several more minutes he plunged himself into her one last time before tilting his head back and moaning her name loudly. Her legs clamped tightly around his back as she felt the wave of orgasm wash over her body with Ben, his rod began spurting copious amounts of creamy spunk deep into her womanly depths while she succumbed to climax as well.
"wow, that was-" Ben panted in sexual exhaustion as he slumped out of her leaving a gooey trail of cum connecting his wang to her snatch.
"Amazing." Carlie breathed satisfied as they collapsed in each other's arms against the wall exhausted. His member was still slightly hard if not softening when he felt a pair of lips capture it.
"Wha?" Ben looked over to see Norah and Michelle at his manhood slurping it with their lips, each girl took a side of it and slithered their tongues along the shaft in balance, Ben was already feeling turned on soon after blasting his load twice in a row. He wanted to call it a night, but the pink glow in everyone's eyes said otherwise.
The night went on with mounting Norah in a doggy position and penetrating her hymen like he did with Michelle, he pounded away at her pussy while Carlie and Michelle were at his side either kissing along his chest or frenching him savagely. The charm spell kept him invigorated enough to keep pounding his flesh into her and soon after letting his load loose inside her, he felt drained enough already and didn't send too much sperm inside Norah, but even so, he was spent. All four of them lay naked together on the floor spent and satisfied, but Ben however was in distress since once again the charm had taken on its autopilot function without his consent. It was just like how it was with the ladies night with the Tennyson women, he didn't believe in coincidences after this and swore he would find out what keeps causing this.
"Oh crap it happened again." Ben muttered to himself as the effects of the charm magic subsided enough for him to regain his senses and logical thinking. He was leaning against the bathroom stall wall with Norah and Michelle cuddling against each side of his chest completely naked with Carlie in center on top of his chest with her face at his neck. The fact that no one had even tried to stumble upon this restroom during the midst of the sex they had was nothing short of a miracle, but Ben felt that he had a list of problems he now needed to confront after tonight.
"Hey there." Carlie spoke catching his attention, she was awake and back to her usual self, but Ben was surprised to see she wasn't upset at all. She reached up and pulled him into a loving kiss that lasted for a good minute before they disconnected. Looking back at her two friends who were equally naked and at his sides she smirked. "I guess we have a lot of explaining to do, huh. Do you think they wan-"
"To join? I don't think so, I got to draw the line somewhere, besides it wouldn't be fair to them and to others. I know I'm the last person that should say that but-" Ben went until he was silenced by Carlie's finger pressing against his lip.
"Relax, I don't think they're too interested in committing to a relationship anytime soon, but don't get me wrong they may want your phone number so you could be their fuck buddy." Carlie explained causing Ben to chuckle a bit before hearing the groaning noises of the other two waking up.
Ben looked back at her and smiled. "I love you."
"I know, now c'mere." Carlie smiled gingerly before pulling him into another kiss.
Later…
The three of them eventually cleaned up and redressed themselves to the best of their abilities, though they still looked a bit disheavled no one suspected a thing since thankfully no one felt going to their restroom. The dance was coming to a close and Carlie took Ben's hand to lead him to the dance floor, they spent one last slow dance together until the homecoming dance drew to a close.
"Aw nuts, I totally forgot about wanting to take turns dancing and now it's already late." Norah said pouting and crossing her arms.
Michelle simply shook her head with a smile. "Even if he did have time I wouldn't want to interrupt their moment, look at them, they're having the time of their lives together."
"Still…"
"Oh shut up and watch." Michelle added.
The dance drew to a close with Ben and Carlie wrapped in each other's arms one last time.
End filler chapter B
An: Now on to 'That one guy's request, this next portion is one hundred percent incest of Ben and Sandra Tennyson. Enjoy, buddy.
Ben returned home after dropping off Carlie, their dance was special alright and he was glad nothing ruined it. Though surprisingly the spontaneous charm induced orgy that took place in the restroom didn't throw a wrench into things other thankfully. Strangely enough Norah and Michelle didn't know about the harem ordeal nor did they show any interest in pursuing a relationship with Ben, but both girls admitted to having a fun time and requested that he call them up sometime for 'fuck buddy' privileges. Though he was spent and now just retired to his home to collapse on his bed.
Feeling his mind escape into a world of dreams during sleep Ben repeatedly saw the face of a beautiful red haired woman appear. Suddenly his dream solidified to a setting to where he was in his bedroom on his bed like he was in reality, except here he was in his old clothes resized for his age.
"W-what? Why am I wearing my old shirt again? And…" Ben looked around and quickly analyzed his body, to his relief he was still a teenager, but his contorted to one of his confusion when he saw the redheaded goddess designated 'Amalia Tennyson' appear. She was wearing literally nothing and her long flowing red hair seemed to cover some of her nakedness like as if she were Eve or an actual goddess.
"Y-you're my great grandmother; Amalia Tennyson." Ben stated as he knew full well this dream was real enough like all his most recent dreams involving his mother and young Gwen. Physically he wasn't ready for more sexual activity, but mentally was another matter entirely. He couldn't have yet shake off the strangeness of the ladies night orgy he had a short while ago, but lately he felt like he had little choice in the matter.
She walked over with a swaying walk over to him and an eerie smile that haunted his senses and created a craving feeling in him.
"No, not exactly." She whispered before a mystic pink aura emitted from her body and soon covered the entirety of the scenery. "When it comes to the dance, I am the only one that leads. No matter how many partners you have."
"Oah!" Ben woke up in his bed in a sweated rush and noticed he was still in his room in reality, the dream may have been strange and realistic, but thankfully it was short. "That wasn't Amalia Tennyson, something strange is going on. I need to talk to CC about the charm magic and see just what the heck is going on." He said looking to the side of room and read the clock to be three in the morning.
'Like I said I'm the only one who leads the dance.' The mysterious entity said within the mind of Ben causing him to look around frantically in panic, but before anything else he made a dash out the door of room to dash down the stairs in an attempt to rush out of his house to CC's base and talk.
But-
"Ben, where are you going this late?"
Ben heard his mother's voice and turned around to see his mother in a jade green nightgown holding a small book, apparently she had been reading by the lamplight in the living room.
Ben almost didn't want to be near her in case whatever is manipulating the charm effect decides to use it on her like last time.
"uh be out for something important, you know, alien business and such." Ben said with his hand on the door knob before he felt the familiar grasp of the charm's magic clench hold. 'What! No no no! Not now!'
Sandra Tennyson felt the surge flood her senses as well and she dropped her book on the floor and walked over to her son who was struggling against the weight of the magic.
'Like I said, I am the only one leading this dance. Up until now I haven't had the strength to control the mystic energies of the charm effect, that's changed.' The dream like voice of the false Amalia spoke within Ben's mind and he turned around to see the image of the said entity behind his mother at her backside like a shadow controlling her.
Sandra had a look of longing and lust in her eyes as the charm effect took hold of her in the same way it was suddenly taking ahold of Ben, the next thing he knew was that the false Amalia was suddenly behind him as well.
She leaned in ghostly yet realistic form to place her hands gently on his shoulders then moved her face to his ear.
"W-why are you doing this?" Ben asked before being completely hypnotized.
"Because I am simply following my heart's desire, though to do so I need to gain more strength and become real. Using the charm's magic within you and your lovers is the only way to do so, until then I can obtain what my heart wants. You'll know who I am soon enough, but for now this will happen and you won't remember it." False Amalia whispered seductively before vanishing leaving Ben and his mom in the living room alone.
Ben's dad Carl was out of town at the moment to help an old friend with his business, so Ben and Sandra though hypnotized didn't have to worry.
"Ben… come here, sweetie." Sandra said with bedroom smile as she held out her arms wide open for him.
Having no other choice he obeyed and slowly made his way to the blonde milf, shucking his jacket then his pants along the way. Sandra took him into her arms to give him such a deep affectionate hug with his hands trailing up her backside and sliding underneath the fabric of her nightgown. He raised his head to look into her beautiful green eyes that were now closing slowly as her face leaned down to his in a not so motherly kiss on his lips.
Her soft pink lips nudged his lips open thus letting her eager tongue dive into Ben's mouth, their mouths slurped along each other's as both of their tongues wormed around one another as well. Ben's hands hiked up her nightgown a bit to reveal her panty less bare snatch along with her ripe supple buttocks, both his hands went to work grabbing and squeezing Sandra's buttcheeks while they continued making out.
Sandra pulled away from his embrace gently and took his right hand to lead him with her to the living room couch where she sat down opening her legs wide open. Ben felt his erection harden when he once again viewed his mother's snatch readily awaiting him. Getting on his knees he first removed his shirt and leaned in to place his lips on the area around her slit while his fingers caressed her pussy lips.
Sandra decided to peel off the straps holding up her nightgown so she can display her luscious and large breasts before Ben, spreading her legs a bit wider she allowed Ben a full view of her pussy and her anus, he didn't wait for any words to be said before he began going to work. His tongue started lightly flicking her clit while his right hand probed two fingers into her moistening snatch, Sandra titled her back in moaning pleasure while her son continued. Ben used his left hand to cup and rub her butt cheeks in swirling motion while he now pressed his face further so he could delve his tongue deep into her pussy.
"Hhhoo yes! Keep going, Ben!" Sandra hollered out while her son started whirling his tongue around in a frenzy inside her snatch causing her legs to buck and her toes to curl up. Her son made sure to press his lips firmly against her slightly hairy pussy lips while tonguing her out, it was making her crazy and they both liked it, but Ben really surprised his mom when he used the hand on her butt to spread those cheeks open and insert his index finger.
"Oh!" Sandra was buckwild now, Ben started shoving is finger in and out of her pucker hole in a steady pattern, it was surprisingly more intense than being eaten out yet both however were bringing her much closer to climax.
And so it hit like a tidal wave, Sandra Tennyson's thighs clenched in on Ben's head with her hands grabbing his hair as her intense orgasm began. She moaned his name loudly again and again while her snatch convulsed and squirted pussy juices all over her son's mouth, he was eagerly lapping it all up. After a few more seconds and convulsions she ceased her orgasm and removed her legs from Ben's head, her son stood up and without a word undid his pants to let them and his boxers fall to the floor.
Sandra licked her lips in hungry anticipation before she signaled Ben to lay on his back on the floor, he obeyed and she got on top of him with her pussy in his face once more and his cock tapping her cheek. They were in a sixty-nine position fully nude and still ready for action, Sandra went first and started stroking Ben's hard on with her hands, both soothingly stroking his shaft upward and downward while he himself started spreading her cheeks again.
The fingers of Ben's right hand went to work fingering her puckerhole once more while Sandra slowly shoved her head down on his cock slowly taking the entire thing into her mouth and throat, Ben struggled to keep his stamina in check as she nearly already brought him close with that move.
Her wet oral passage took in his length and thus her head began bobbing up and down repeatedly in moist massage, Sandra savored the taste of her son's cock as she continued blowing him and using her tongue to slither around it each time it entered her mouth. This went on for several minutes until Sandra started bobbing her head faster and faster causing Ben to tilt his head back with gritting teeth, she ground her head on his meat in gyrated swirls, her son's dick inside her mouth then twitched wildly.
Ben cried out in orgasm as his dick began spilling globs of incestuous semen into her mouth down her throat to which she swallowed every drop. Loud gulping sounds could be heard from Sandra as she gulped down the remaining drops of her son's sperm before retracting her mouth from his appendage.
"Main course now, dear." Sandra said licking some remaining drops from around her lips.
She got up and presented herself in a missionary position, Sandra beckoned for him to crawl over to him and he did so without restraint. The young hero though under magical hypnosis wasn't without his sexual edge when it comes to lovemaking, Sandra felt his body press against hers with him kissing her neck and rubbing the area around her womanhood.
"Mom…" Ben uttered nipping at her neck.
"Do it, honey. Don't hold back." Sandra instructed to him right before Ben plunged his hips forward burying his meat into his mother's warm moist passage.
Sandra moaned his name out loud as her back arched in response to Ben's strong thrusts into her snatch, her blonde hair tossed back when she tilted her head in reaction. Ben's slick manhood dove fully into his mother's snatch and quickly pulled out to the tip before plunging back in, he repeated this fervor over and over again and each time Sandra tightened the grip of her hands on his back.
The mother and son kept at it like rabbits for the next several minutes until they switched places and Sandra was the one on top bouncing her sexy hips up and down on Ben's cock.
"I'm close, I'm close…!" Ben urged as his mother bounced back down on him, his words only signaled for her to ride him faster and faster thus causing him to strain his face in criticality.
Sandra leaned over and ravaged her son's mouth with her tongue while her hips continued their frenzied pounding, Ben gripped her butt cheeks tightly before his own hips began undulating.
"Oh ho mom! Ah aah!" Ben cried out with his mother's mouth still on his own, she whispered to him that he could simply let it all out inside and so he did. Ben cried out once more before his hips twitched and shoved his cock deep into his mother's cervix to pour globs of incestuous sperm into her womb.
Ben didn't know what he had done and neither had Sandra, but both were soon to fall asleep on the floor naked in each other's arms due to the exhausting effects of the charm magic.
False Amalia reappeared just after their incestuous romp with a devious smile on her ghostly face, her powers were growing and soon her plans would come into fruition. Using her mana energies to reawaken Ben who was still in a mind controlled state, she commanded him to redress his mother and carry off to her bedroom. She made him redress himself as well and return to his home to sleep, but right after she wiped the memory of his night with his mother from Ben's mind. To her that memory might throw unneeded distractions and problems into her plans, with a smile and kiss on Ben's lips she vanished once more.
'Soon, my love, soon.'
End of chapter
Next chapter:
Brothers in arms, Ben 10 meets Generator Rex
- 20
- 21
- 22
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