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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
By Jehuty-Prime
Chapter Twenty-two: Brothers in arms (part one)
"What's with the arm? You think it's just some new age tech device?"
"Maybe he's in cahoots with Van Kleiss, but the poor kid seems disorientated and blank."
"Either way we're taking him to HQ, the doc wants to see this kid in person and run some tests on him. Says there isn't a single trace of Nanites anywhere in his body."
"What's more he doesn't know his own name, probably some minor amnesia, but who knows. I guess we have another 'Rex' dumped into our hands."
The soldiers wearing black and white military suits all talked amongst themselves while a brown haired boy wearing his favorite green jacket sat here in the armored carrier tank the troops rode in. Ben sat there looking down at his left arm to observe the mysterious green device on it. His body was inexplicably fatigued and worn out, his clothes tattered and almost completely in ruin, Ben obviously had no memory of what had transpired prior to his coming here.
Brief flashes of memories suddenly surged throughout his skull, Ben gripped his head in pain and mentally viewed all the imagery that played out in his mind. Every image was violent and featured himself in various alien forms doing battle with multiple doppelgangers of his aliens, then the scenes shifted to ones of him fighting Kevin Eleven thousand in his monster form. Ben's eyes widened in realization when small bits and pieces of his memory returned to him.
"Kevin…Gwen…" He muttered to himself when he then remembered fighting Kevin11K through some time/space corridor and setting of the Omnitrix self-destruct function. Before he could force his mind to focus on the memories being played out in his mind, something snapped him out of his trance, something big.
The tank carrier shook violently and all the soldiers readied their weapons in alarm.
"What was that?" One of them asked clearly shaken up.
The caravan shook again and immediately the troops stood up and signaled for the shutter doors to open. When they dashed outside they were met by a rather large monstrosity and thus they shouted; "Evo! Open fire!"
The carrier shook even more violently this time thus causing Ben to tumble out into the outside. "W-whoah!" He landed roughly on his back into the wasteland grounds. His blurry vision came into focus when he noticed a looming shadow come closer to him. "…oh crap." Ben said observing the designated 'EVO' monstrosity towering over him; it was large four armed grey abomination with a face on its chest and a second fanged mouth where the head should be. It's large arms bore jagged spikes and it raised one about to strike down on the stupefied Ben.
"Move, kid!" One of the soldiers struggling to get up called out to him, Ben instinctively barrel rolled to the side just as the overly large hoof of the Evo came down. With a thunderous slam the ground shook and Ben stumbled getting to his feet before the creature came after him again.
'What is up with all this? How did I even get here?' Ben thought still in amnesiac mode before the beast closed in on him and slammed one of his two large tusks into his side thus smacking across into the side of the caravan. "Aaack!" Ben landed against the surface and felt the air knocked out of him, unknowingly the gauntlet alien device strapped to his arm began glowing bright green. Right when he made impact the wall of the caravan unexpectedly pressed the dial of the said device; a transformation was starting.
"Open fire! Radio Providence for backup! Go!" The soldiers recomposed themselves and took positions to engage in a firefight with the monster, but their weapons did next to nothing to it.
The Ultimatrix's electronic voice spoke up for the first time thus surprising Ben; "Ultimatrix activated, selecting at random…"
"Huh? What's going on now?" Ben muttered to himself as he got up holding his sides while the green glow grew larger.
"Selection complete: form designated 'Rath' chosen." Then the Ultimatrix completely enveloped Ben in a green Omnitrix energy thus transforming him into the chosen alien form in seconds. The light caught even the soldier's attention during the midst of all the chaos, the monster too was entranced by the glow and immediately charged like a boar towards it.
The large tiger humanoid stood tall and ready for battle, but first of course he would always trash talk his opponent.
"Lemme tell you something, giant freakish monster thing! Yo-" Before he could finish his sentence the monster's giant club like left arm slammed down on the barking Appoplaxian.
"Yeouch." One of the nearby soldiers said.
The large monstrous arm of the 'Evo' didn't make contact with the ground and instead it was being pushed up against its will with herculean strength displayed by Rath. Before the Evo monster knew it, his own came slamming into its own distorted face with a loud impacting sound.
"You didn't let me finish, you large piece of ugly! Just for that I'm gonna rip you a new hole in your body and dance on your face!" Rath roared before leaping high up at it to deliver a devastating right hook to the face on its chest. With an impact the Evo stumbled back a bit before Rath continued his assault with headbutting it before landing.
"How do ya like me now?" Rath shouted when unexpectedly the monster swung its other large club like arm at him from behind. Rath was too busy gloating to notice it until he felt the force like a train hit him in the backside causing him to be thrown into a rock mound nearby.
Rath quickly recovered and pulled himself from the debris, the monster was making its way towards him with loud stomps , Rath merely growled a tiger like growl before charging straight for him. The two brawled and scrapped with Rath being the more ruthless by pummeling the Evo's chest face, while all of this was going on the soldiers took the time to recover and aid the more injured troops into the caravan.
"Providence, where are we on that backup? The situation is getting chaotic, to say the least." One of the soldiers said into his earpiece while Rath was pulling his enemy into a leg lock.
"Coming in hot, team." A cocky voice called back over the earpiece communicator. The soldiers looked at each other in stupor before saying anything.
"Is that…?"
"Rex? Definitely sounds like it."
"The situation is probably going to get more chaotic than we thought." The soldiers nodded in agreement when a winged shadow loomed over in the sky before quickly descending.
Rath just finished body slamming the Evo thus knocking it out for good when he noticed a teenage boy wearing a red jacket and donning metal jet like wings land down in front of him.
The boy wore goggles and appeared to be in his mid-teens, tanned skin and spiked hair, he removed his goggles and retracted his wings. He looked at Rath with a confident look on his face. "A tiger themed Evo? That is awesome, but I gotta say I wish I didn't miss out on the bar fight you had with that other Evo." Rex gestured to the fallen monstrosity Rath was standing on.
"Oh well, let's do this!" Rex held his left arm back and unexpectedly some grey bio-technological material emerged from within his forearm and covered itself around his hand. The bizarre bio-mechanical matter took shape and transformed into a large orange sword that appeared to have a chainsaw engine at the base of it.
Rath didn't know what was going on, he was just following his primal instinct to battle and this was a new challenger for him. "Let me tell you something, uh…what's your name again?"
Rex cocked an eyebrow and simply answered. "Uh Rex."
Rath nodded and grinned a devious feral grin before speaking. "Let me tell you something, Rex! I'm gonna stomp on you so hard you're gonna be gum on the sole of shoe!"
"You don't have any shoes." Rex retorted trying to hold back his laughter, most Evos he fought were horrific monsters that didn't speak aside from roaring, but this one that was talking like a pro wrestler was making it hard for him not to laugh.
Rath looked down and back up before growling again. "Grrrrr I know!" He charged at him with his arm sabers unsheathed and Rex was on the defensive when he swung his sword to counter deflect Rath's slashes.
A series of clanging sounds resounded as Rex struggled to keep up with Rath's speed using the overly large sword, one split second of distraction led to Rex getting kicked in the stomach by the said tiger humanoid.
"Omph!" Rex staggered back a bit but recovered quickly and smirked. "Heh, this new Evo sure packs a punch, I guess I'm going to have to bring out my A game for this one." The Latino teen then shifted his sword into something else, the grey bio-metal matter took shape on both his hands turning them into giant metal fists.
"Ha! That's your 'A' game? More like 'C-'! Bring it on!" Rath lunged forward only to get one large metal fist slammed into his backside by Rex. The collision knocked the tiger alien into the ground with a crater, but it wasn't long before he got up and nimbly dodged another fist strike. "Giant hands? Hah! I've broken giant arms!"
"Man do you ever shut up?" Rex muttered before stretching out his fists to perform a dual strike against his enemy, but Rath was one step ahead of him and jumped onto the outstretched arms.
He was making his way quickly to Rex using his metal arms as a bridge, but this wasn't the first time Rex dealt with this kind of move. "Not so fast, Tigerrific!" He then swayed his large metal fists to the left in an attempt to knock Rath off, but was surprised to see the said alien grappling them instead of running.
"Quit hitting yourself!" Rath then let go thus causing the metal extrusions to whiplash towards Rex.
"Oh-Ooagh!" Rex got tumbled by it and knocked into a rock wall behind him. Rex stood back up and undid his fists, he got ready and Rath stood just a few paces away ready to continue the fight, but something unexpected happened instead.
The Ultimatrix blinked several times a red flash of energy before enveloping Rath in a green light, when it died down Ben reappeared in its place with a dumbfounded look on his face. Rex also looked stunned as well, he lowered his arms and was about to question the newly appeared teenager with the confused expression until an eerie red energy vortex manifested behind each of them.
"Oh come on! Not no-" Rex said before the crimson portal pulled him in along with an unsuspecting Ben.
"Wha-! Hey!" Ben called in futility when the mysterious energy vortex swallowed both him and Rex whole, leaving the Providence soldiers more than a little dumbfounded.
"Uh.. should we report that we lost both the retrieval target and Rex?" One of them said scratching his head.
"We have to, but boy is Holiday and Knight going to be cranky."
Elsewhere…
"Wwwhooaahhhh…!" Rex plummeted from the sky into a very familiar landscape that he hoped never to see again; "Aw shoot, I've arrived back here!" He said before manifesting his propeller wings to slow his fall, but not before crashing a dozen or so tree branches.
Ben however was in a similar situation where he was falling headfirst into a nearby lake that fortunately was closer than he was high up, but it was still going to hurt a lot though. Before he knew it another portal opened up before he could make contact with the water, falling into it Ben popped out on the ground nearby the other teenage metahuman.
Getting up Rex rubbed the back of his neck and grimaced when he took in his surroundings, he was back in Abyssus alright, but another thing did bother him. The green jacketed teen standing across from him also observing the landscape. 'Did this guy control his Evo side? Or was it coincidence he turned back? All I know was that I didn't cure him during that brawl.' Rex thought more than a little perplexed, but aside from that he had to figure a way out of Abyssus.
"Lousy Breach…" Rex muttered before walking over to Ben. "Hey you there."
Ben turned to look at the person calling him and almost instantly went into a defensive posture.
"Whoah wait a minute, I'm not your enemy. Okay? Just relax and let me explain." Rex said trying to get a paranoid Ben to calm down.
Ben looked skeptic at first and then eyed his Ultimatrix warily; suddenly a throbbing pain erupted in his skull thus causing him to fall to his knees.
"Hey are you alright?" Rex went over to the crumpled Ben thinking he was somehow hurt from the fall, but that was far from the truth.
Various memories and images surged throughout Ben's mindscape and they were rushing like a storm, pictures upon pictures of Gwen, Holiday, Elena, Julie, etc. Over and over again they played out memories of each 'passionate' moment as well as the emotions he felt through when he was with them. 'Gwen…Gwen! Everyone…Holiday..Julie.. all the girls..! I remember now!' Ben thought when he opened his eyes wide and rose up in triumph.
"I remember! Ha, man it feels good to be myself again." Ben called out pumping his hands up in the air, while this was a relieving moment for the Omnitrix hero, the nanite hero next to him looked at him like he was crazy.
"Okay…weirdo…" Rex muttered and then Ben turned to look at him with a twitching left eye.
"Who're you calling weirdo?" Ben pointed at Rex until he noticed where he was at, he wasn't in 'Kansas' anymore. "Uhh where are we?"
"Abyssus, an Evo chick with a creepy obsession with me brought us here, though I have no idea why she hasn't shown up yet. Either way we need to jet." Rex explained to Ben.
"Yeah quick question, what the heck is an Evo? New alien species or something?" Ben wondered as he tried to piece together the pieces of his arrival here. He recalled fighting Kevin Eleven thousand throughout a worm hole tunnel before feeling the backlash of his favored Omnitrix's self-destruct. Looking at his new found Ultimatrix Ben sighed before turning back to his wayward ally.
"What's an Evo? You're kidding right? Didn't you turn into one when I first fought you? Uh never mind, I don't have time to explain the whole 'Nanite event' and 'psycho Evo army' to you right now, we really have to go." Rex said before materializing his Wing build on his back. "Hop on."
Ben had a look of amazement on written on his face when he saw. "Cool! And you didn't even have to transform or anything to do that."
Rex brushed his right knuckle on his chest looking smug. "Yeah, I know I'm amazing."
"But I don't need a lift, watch this." Ben brandished his Ultimatrix and adjusted the dial thus displaying the hologram of Jetray. The dial popped up and as always Ben slammed his palm down on it thus sparking the enveloping green energy around his body. In a matter of milliseconds Ben turned transformed into a humanoid manta ray shaped alien with wide arm wings.
Rex's mouth was agape in small shock, sure he had seen Evos capable of transforming at will, but they've never were able to choose varieties of different forms. Then again Rex himself was an Evo that made various builds under his control, it may be a coincidence or he could have finally found someone he could now relate to.
"Wicked, I don't suppose you can turn into a T-rex or something can you? Because that would b-" Rex was interrupted when a familiar crimson portal opened up near the both of them putting the two on alert.
Out stepped two pale girls that appeared similar yet very different, the one to the right stood with a dark red outfit and grey stockings with sleeves. Her hair was raven black hair with red streaks in it and looked rather goth like to a certain extent, while her partner appeared to be something out of a horror movie. She stood rather hunched yet maintain her feminine grace, wearing a tattered school girl uniform and possessing two sets of arms that would make 'Fourarms' jealous, her black slightly messy hair covered the top of her face thus blocking Ben from seeing her olive green eyes.
"Uh are all the girls in this weird place this hot?" Ben joked in his Jetray form and flinched slightly when the four armed girl cast her face in his direction. "Who are they? Actually I forgot to ask, who are you for that matter anyway?"
"Heh, I forgot about that. Name's Rex, nice to meet ya." Rex gestured briefly before pointing at the two girls. "And those two are Circe and Breach, FYI they're not friendly."
"I'm Ben by the way. So what do we do?" Jetray said readying his wings for flight.
"You two aren't going anywhere, even if you try to fly your way out Breach will simply send you right back in with her portals." The one named Circe said crossing her arms, clearly she wasn't any more pleased with this than they are but she was doing it anyway.
"What's Van Kleiss's deal this time, Circe? This creepy obsession he has with my powers is getting old." Rex said calmly yet readied his hands for more builds to fight with.
"Believe it or not it has something to do with your new friend there. Van Kleiss told us to get you both the moment 'he' arrived." Circe explained and Jetray blinked in surprise.
"Me? I don't even know what I did. Story of my life, I do nothing yet I make a new arch enemy every time." Jetray said before muttering.
"This isn't a request." Circe said before taking a fighting pose and Breach raised her arms to create portals all around the two boys.
"This'll be fun." Jetray said before igniting his horns with green energy, but a separate mystical being had something else to say in the matter.
"Hmm, I may find more subjects here in this strange alternate world, but I'd rather bring him back to where his beloved Gwen and Charmcaster reside. If that means subduing these two the 'usual' way then so be it." The echoing voice of 'Amalia' sounded inside Tennyson's mind when the surge of violet energy emitted from out of nowhere thus ensnaring Circe and Breach in its grasp.
"Wha-? Aah!" Circe felt the charm's magic flood her body like a shockwave, she nearly collapsed until she looked up at Rex who was also unknowingly ensnared in its magic. The two lowered their fighting poses and stared into each other's eyes for the longest time before closing the distance. Rex calmly yet slowly walked over to her and helped Circe up to stand with him, before either of them knew it they were a breath's away from lip contact. Circe eyed his tan slightly masculine features and with a pink glow of energy lit in her eyes she pushed her face forward to his.
Rex blinked a surprise a few times before shutting his eyes and wrapping his arms around the loner girl, her soft crimson lips firmly yet softly suckling on his, unfortunately for Ben the same feeling was beginning to take ahold of his own system, but it wasn't love. It was simply unwanted lust being forcefully cast on him just like before and for him the object to be sexually ravaged was the pale girl in the school girl uniform standing across from him with two sets of arms.
Breach, formally known as Briana Tisdale, stood firmly up and brushed her hair out of her face so Ben could fully view her green eyes and still lovely face. She appeared naturally weary, but overall she was still very much attractive, she was showing it now since the pink glow in her eyes now compelled the Evo girl to place her normal sized arms at her shirt opening. Little by little she unbuttoned her white shirt in front of him until her breasts were fully shown in their braless B-Cup glory, Ben couldn't restrain his erection growing in his boxers.
'Ggrgg..! I can't control it..! What keeps causing this?' Ben thought struggling to control his own body until he noticed a vague shadowy image of what appeared to be the false Amalia behind the girl known as Breach. Ben focused his eyes and it was as if he were looking at a ghost, the transparent figure of the beautiful stranger stood and acted as Breach's shadow as she was now walking swaying toward Ben. 'I..!' Ben's train of thought was cut off when the aphrodisiac effect of the charm magic compelled him to stand up and walk toward the four armed Evo girl.
'Drat..I…I..' Ben struggled still till the effect doubled inside his system and suddenly the alien hero was seeing a transparent aura of Gwen where Breach stood, the sudden urge to ravish this girl overrode everything else and Ben placed his hands on either side of her creamy pale face.
"Hmm!" Breach inwardly moaned in physical excitement when Ben instantly pulled her into a deep French kiss to which he slid his wild tongue into. Breach then moved her larger arms around his back to trap him into her embrace, not that he could leave anyway. Her smaller arms on the sides of her slender abdomen reached down to his pants to impatiently unbuckle them, meanwhile Circe had removed her top and sat straddled on top of Rex.
The tan lad pulled himself up enough to hold on to her torso while his mouth nipped and sucked at her right breasts thus eliciting a strong moan from Circe, his left hand strongly groped and fondled her other breast as he continued licking around the areola of her tit. Circe's hair tussled back when her body subconsciously undulated a little here and there according to Rex's actions.
Breach however didn't care for foreplay and instead cut out the middle man by shimming herself out her red skirt and pulling Ben's erection free of his jeans, apparently she didn't wear underwear either since after the skirt was gone her moistening snatch stood in plain sight. Ben's mouth began to water and without waiting for her consent he firmly grabbed the sides of her hips and shoved his face between her inner thighs.
"Huuh!..mmmm shiny new toy to play with. I…I…ooohh.." Breach spoke before trailing off when Ben's tongue circled around her clit before sucking on it. He licked around and probed two right fingers into her opening, Breach bit her bottom lip and placed arched her back a bit before setting her larger arms firmly on the ground for support. Her smaller lower arms placed themselves at his head so they can steadily shove his face further in, the result was satisfactory given that Ben was now diving his tongue deeper past her folds into her untouched treasure.
Circe however liked foreplay even though she hadn't yet participated in such a sexual experience, she lowered herself down on Rex's body after pulling down his pants enough to free his erection. Out his member stood readily awaiting her touch, Circe then put her hands softly around the shaft of the warm flesh before steadily stroking it up and down. Rex didn't know how this came to be, but his mind was too clouded by the mist of lust and the feelings he had for the girl before him. Circe slowly opened her mouth and licked her tongue around the lips sexily before placing them at his shaft, she trailed upward with soft wet kisses before sliding her tongue along it. Rex wanted to moan loud but held it in, his heart's desire was servicing him and he didn't yet know why, but he was however curious as to sight to his left. He noticed Breach, Breach of all people, grinding her petite pale hips against Ben's face.
'Huh, I wonder how that happened?' Rex thought drunkenly since the charm's mysticism nulled his sense of self and reason, but he was distracted from the sight when he felt slimy fleshy cave of Circe's mouth engulfing his manhood to the brim. "Oh wow! Circe you're amazing! …ho…!" Rex cried out as the raven haired beauty continued slamming her throat down on his meat hard and fast enough for him to hear the slurping noises.
Breach clenched her inner thighs tightly before gushing out snatch juices all over Ben's face, her orgasm came quicker than she thought and she wanted more, much more. Before she could relax for even a moment, Ben grabbed her body and smashed his lips against hers, this time it was different since they both was slathering tongues over each other's. They continued making out for several seconds before Ben slowly retraced his mouth form hers and flipped her over carefully so that her rear and moist pussy were up in the air for him. Her face was on the surface of the ground and she remained in that position while wriggling her butt at him. Ben had an almost feral look on his face like a lion cornering its prey, he placed his right hand on a side of her buttocks and use his other to hold his length and guide it to her pussy hole. With a shove he inserted his length into the pale girl thus eliciting a great cry of pain and pleasure, he didn't notice that he broke her hymen, but he couldn't stop his hips from slamming into her. Ben continued feverishly slipping his rod into Breach's womanly depths, again and again he would retract and slam back in with more force, she enjoyed every minute of it. The feeling of pleasure was intense for both of them given that she was very tight to plunge his tool into, it felt intense to him and almost too much. The juiciness combined with the tightness would drive him home soon enough, but another thing was causing his arousal to increase; over to the other side where he saw Circe laying on her back with legs sprawled and a ready look.
Hypnotically Rex pulled off his shirt and crawled over to her, he captured her lips another loving lip lock and then raised himself up so he can carefully position his member to waiting womanhood. Feeling impatient Circe grabbed his hips with her hands and gently pulled him 'into' her, her head titled back as the feeling of penetration and loss of her hymen overwhelmed her system. Rex had officially taken her virginity, Circe's eyes welled with small tears yet motioned for him to continue. He did with much gusto, his hips took a steady rhythm of bouncing upward and pounding right back down into her, the tight fit of her pussy kept sucking Rex's member in and putting him through more effort to withdraw before plummeting his cock back into her cunt. Her milky white legs wrapped firmly around his lower back while he continued his frenzied pounding, the two held onto each other like their lives depended on it and anyone could see they loved each other.
Ben had raised Breach's upper body enough so that he could cup both her breasts while slamming his rod into her from behind, the Evo girl never felt more human in her entire life, she used her large set of arms to steady herself against the ground while the smaller set gripped Ben's hips from behind. Her buttocks cushioned Ben's thrusting hips in crazed lust, Breach herself gripped the ground dirt tightly as the repeat sensation of being penetrated excited her more and more. Ben's thrust started becoming faster and rougher, usually that meant he was close to losing it completely inside her. Breach may have been inexpierienced but she sure knew that an intense climax was coming her way, she gripped the ground with both sets of hands hard enough to rip out clunks of dirt.
"Haa haa haaah!" Breach undulated her entire body and tilted her head back with her mouth agape as an orgasm began erupting inside of her. Her pussy muscles convulsed wildly and tightly on Ben's appendage thus causing him to slam into her one last time before moaning out loud himself.
Ben grunted loudly now that his dick felt squeezed by Breach's pussy muscles, as always a gushing wave of sperm left his testicles to flood into Breach's womb.
"Ungh! Ooaa… wow that was..in..tense?" Ben sighed as he finished cumming inside her to look down at her dazed yet satisfied face. Without the hair in her eyes she was indeed a looker, she laid on the ground sexually exhausted and panting from her climax, Ben mentally facepalmed when he realized the mystic charm magic was still obviously controlling his actions now. In this strange new universe it still worked on him and any unsuspecting female that gets physically close to him, his mind wondered until he turned his attention to the sight on his right. He saw Rex and Circe still going at it yet apparently nearing their end; Rex had taken a seated position with the girl sitting in his lip still bouncing down on his length. Honestly Ben himself was slowly getting re-aroused just by watching them, but shook his head and tried to keep his mind pure.
Circe had bitten into the left side of Rex's neck when her leg lock around his torso tightened and Rex's upward bouncing gradually came to a halt, the latino Evo gripped his lover hard as he began emptying himself entirely inside her. Never had he felt such a heavenly feeling and after their orgasms subsided they slowly laid down together in each other's arms.
It warmed Ben's heart to see the two love birds, it reminded him so much of himself and Gwen, with the exception of more than a handful of other women.
Ben was about to get up and redress himself and mentally prepared the entire explaination behind the all too sudden sex drug effect, as he liked to call it now, but apparently it wasn't over yet.
'Huh? I swear I could feel..something leaning against my back." Ben muttered to himself when he turned his head a bit to see the faint human shaped aura of the ghostly 'Amalia' pressing herself against him, dreading the returning feeling of the charm magic flooding back into his system he noticed she wasn't participating in anyway. 'Need to…! Break free…of this!' Ben willfully struggled but to no avail, being already naked as well as seeing two other beautiful girls didn't help his willpower either, but False Amalia had other plans.
Almost hypnotically Circe removed herself from Rex and walked sexily over to Ben who was still sitting down.
'Isn't that Rex's girl? Now that I think about it, it really does feel like the charm has a mind of its own, but this is pushing it! I'm not going to be forced to steal away someone's girlfriend! I already regret my actions with Camille and Aunt Lily, I am …not..!' Ben's thoughts melted away when he felt the soft pale hands of Circe make contact with his chest as to gently push him down to the ground once more.
'oh I'm not leaving him out, my love. He's simply being openminded for the moment…' the spiritual voice whispered in Ben's ear.
'It talks now, too?' Ben thought wondering what she meant but understood when he saw Rex in an equally hypnotic fashion walk over to them. 'I really hope this isn't what I think it means.'
Rex grabbed his slowly re-hardening member and guided it to the area between Circe's butt cheeks, Ben noticed this and sighed in great relief right before feeling the slimy moist passage of the said girls' snatch slowly engulfing Ben's member.
"Aaagh!" Ben titlted his head back when he felt himself being fully inserted into the goth girl, he couldn't lie and say it didn't feel great, but the fact that he was still 'awake' was more than suspicious. Maybe this False Amalia that had been haunting him recently wanted him to enjoy this without being zombified. 'Gotta admit though, never thought I would be in this kind of threesome, it's kind a creeping me out, but wow is this girl a soldier. She's taking it in the back door like a pro.' Ben thought impressed inspite of all this.
Circe grit her teeth as Rex's meat slowly dove into her puckerhole to fully immerse itself in her ass. When he was completely inside she let out a pleasured moan and started humping her hips against Ben's cock as well as feeling her ass being penetrated by Rex's. it was a two on one sandwhich with Circe being the tasty filling, Rex pounded into her anally and she held tightly onto Ben's shoulders in response while Ben's length repeatedly plowed into her pussy.
'This is too much.' Ben thought feeling Circe's wet tightness increase his arousal, he went with the flow and gripped her hips as to hump his hips into her own in an upward beat while Rex plowed into her from above. Circe was having the time of her life, whether sexually induced magic was the factor or not she was loving being filled by two guys.
"Yes yes! Yesss!" She moaned feeling the two individual cocks piston in and out of both her holes in a pattern. Rex's length became slick as it continued plunging into her, he began grinding his hips against her butt harder and harder while Circe continued pouncing her own onto Ben's. Again and again she felt the appendage fill her snatch to the brim right before being filled from her back door, this continued on for some time and during that time Breach slowly blinked her eyes open awake and eyed the scene in front of her.
Though still intoxicated by the charm's drug like effects she decided to take some action while they double stuffed her team mate. Feeling creative she used her two lower arms to start rubbing her cunt in circles while her bigger ones occupied themselves with her own breasts. Her unnaturally large hands groped and squeezed her tits while she masturbated herself with her other ones, she didn't know why she didn't think of this before but was glad she discovered it now.
Meanwhile Circe and the guys decided to do this standing up so they rose to their feet and kept the double impaled girl inbetween, Circe was still getting pounded in both holes by Rex and Ben, but she wanted her mouth to be occupied as well. The charm's magic inadvertendly brought her dormant perversions entirely out now, her moaning was steadily becoming louder and louder and Ben worried that some wild animals or other monsters might pick up on that.
Throwing all other thoughts to the wind Ben placed his lips ontop of hers to keep her from screaming out their location, Circe gratefully accepted and dove her tongue into Bens erotically. Her tongue wormed and slithered around like no tomorrow and Ben felt even more turned on despite the situation. The threeway went on for several more minutes, Ben and Rex kept pounding into her juicy tight holes while her mouth remained tonguing out Ben's, in several more seconds both the boys felt the climaxes approach as well as Circe. Like a tidal wave it happened and orgasm occurred in all three of them, Cirice broke from Ben's mouth and hollered out loud while Ben and Rex plunged their meat into her two holes one final time before cumming. Circe's legs clamped tightly around Ben's butt as her snatch undulate and squeezed on his length many times while receiving another deposition of youthful sperm into womb. Rex also came but inside her anal passage, he let out a great surge of semen down into Circe's anus and didn't stop until a few seconds later.
After finishing up, Rex and Circe both collapsed onto the ground while Breach had just as quickly passed out due to her own self-induced climax, Ben was the only still conscious and felt the intoxication of the Charm leave his body.
'Well if this isn't a great big mess…' He thought surveying the imagery of three naked individuals collapsed from sexual exhaustion because of him. He didn't have time to explain, or maybe he did but this certainly wasn't the best time and place for that, he needed to get out of 'Abyssus' as it was called and figure out a way home. Suddenly his eyes widened and he grinned.
"Light bulb." He said to himself before standing up and reclothing himself before adjusting his Ultimatrix to display a very welcome image of his classic aliens. "Hero time!" Ben slammed his palm down thus resulting in a green surge of energy which instantly transformed him into a very lithe and skinny alien wearing black leather bodysuit and hind legs. One that very much defined the word 'Alien' in the very basic way; XLR8. "I gotta redress all of them before they wake up freaking out, especially the girls since they decided we're their enemies. I better do this quickly." XLR8 said before dashing in a blur and encircling the three of them as well as their clothes and in a brief moment he slowed down and surveyed his handiwork. Their clothes were a bit disheveled, but they were on and everyone wore their own without waking up whatsoever.
"They're not awake, that was lucky, all that's left is that they don't remember what just happened." XLR8 said dusting his hands when he noticed Breach wasn't where he left her.
"I remember." A girl's voice spoke from his far left side and XLR8 turned to see Breach standing there looking at him with a clear face and an unsure expression.
'oh crap.' Ben mentally thought before changing back into himself. "So….now what?"
At first she didn't say anything and instead looked to her side at nothing before turning her view to Rex and Circe laying in each other's arms. A slight frown crossed her face and without warning she raised one of her arms to open up a portal nearby.
'Man that still surprises me, pretty cool though, but what's her angle?' Ben thought when he looked at the portal and noticed on the other side of it was a white high tech looking building based somewhere on a cliff.
"Take them. Go." She said looking directly at him. "Not safe here either of them, you as well."
Ben looked at the two then to her before nodding and adjusting his dial to display another classic alien of his. With a green flash of energy Ben's human form was replaced by a big red alien with four arms. (IE this is Ben10K's FourArms version, I didn't like the Ultimate alien costume of FourArms.)
Ben as Fourarms walked over and picked the two of them and slumped them over their shoulders, they weren't badly knocked out but he still needed to carry them out. "What about you? Why don't you come with us? You don't seem like our enemy, hehe I should know."
Breach had an uncertain look face then slowly shook her head. "No, not yet. I will sometime, but not now. They need to be out of here before Van Kleiss suspects anything. Go." She said in an unusually sincere voice with a tone finality.
Fourarms reluctantly nodded and proceeded to the portal and then heard her voice once more.
"Ben."
Fourarms turned his head to see the strange girl using one of her normal sized arms to blow a kiss his way, Ben smiled and fully entered the portal before it was closed by her.
Where he was at…
The portal opened and out walked Fourarms carrying the still unconscious Circe and Rex on his shoulders. "Where am I anyway?"
"Halt right there!"
Fourarms became alert and noticed his surroundings to be the inside of the white high tech building he saw, around him stood a dozen or so soldiers dressed in the same black and white garb he had seen earlier, but this time they were all pointing their weapons at him.
'Uh oh, I don't think these guys know it's me from before, they probably think this form means I'm an invading monster or something. My luck these days.' Ben thought before dropping the two onto the floor and raising all four of his hands up.
"Uh, take me to your leader?" Fourarms said half chuckling at his own misfortune and the relative 'peacefulness' of this 'sanctuary' Breach sent him to.
End of chapter
To be continued..
Next chapter: Brothers in arms (part two)
- 21
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- 23
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Ben's Girls