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Ben's Girls	By : Jehuty-Prime Category: +1 through F > Ben 10: Ultimate Alien Views: 108674 -:- Recommendations : 7 -:- Currently Reading : 5
Disclaimer: I DO NOT OWN THE BENTEN FRANCHISE NOR DO I MAKE ANY MONEY OFF OF IT.

Chapter List
- 23
- 24
- 25
Chapter 24: Chapter 24
AN: Update time! As for the POV switching from Ben to Rex I will reduce the sexual encounters involving Rex, I can fairly see how that would mess with a Ben centered story, but action sequences regarding Rex and Ben teaming up will happen. Anyhow, the G-Rex girls aren't ugly at all, it always depends on how once perceives them in a contest of looks compared to Ben ten girls, there are quite a few attractive females in G-Rex including holiday's sister; Beverly. I intend to use her as well, as for the filler chapter I am putting that on hold until later, right now the story should be focused on it's main arc. Enjoy the chap, everyone.
Ben's Girls
Chapter Twenty-Four: Brothers in arms (part three)
By Jehuty-prime
'I'll stop the world from turning into a monster.'
The feeling of the humid air was felt by Ben's bare body as he sat there on the rooftop looking directly at a green skinned girl being talked through by 'Amalia Tennyson'. The girl herself was attractive in many ways, add to that her nudity with very mutant/human features certainly sparked arousal in Ben even after having intercourse with a separate mutant girl just now, but he had to fight the urge and get some answers.
"W-what are you talking about? I know it's you…the one from my dreams and the same spiritual whatever that's been inducing the charm magic at random recently…who are you?" Ben asked looking straight into the pink glowing eyes of the Evo girl kneeling in front of him. She moved in close and lightly pressed her forehead against his own, suddenly a flash of mana energy coursed through both of them and Ben found himself within his dreamscape once more.
'I'm here again?' Ben thought looking around in the mysterious black and green ambience of his inner subconscious. He was fully clothed and before he could look around again he saw a glint of violet energy nearby, it manifested into a large portal with a tall older woman stepping out of it.
Ben looked dumbfounded at both her sexiness and her uncanny resemblance to a family member, she appeared exactly like Verdona except she was far younger and with shimmering red hair that was the same length. There were no wrinkles or any signs of aging, she was as beautiful and youthful as an older Gwen, except Ben knew full well who this was and wasn't.
"Who are you? Really…" He asked before observing himself to make sure this dream world didn't strip him nude once again. She smirked and merely waved her left hand overhead which caused the scenery to change in a melting transition like a slideshow in powerpoint. 'This is …?' Ben thought immediately recognizing the scenery of the inside of the public gym where Charmcaster first changed his life.
"Everything's the same, except I don't see me or CC anywhere…what are you trying to tell me?" Ben demanded and before he knew she disappeared and instantaneously reappeared behind him cuddling against his back. 'When did she…?'
"Shhhh, everything will become clear very soon, "Daddy"." False Amalia whispered in his right ear while stroking his hair softly. Whatever or whoever she was, she's fast. Ben felt the arousal tingle up his spine by her mere touch, she apparently had more power over him than before and the red hair dynamic certainly didn't help matters either, she looked as though she were an alternate version of future Gwendolyn mixed with Verdona.
"This was where you were 'created', wasn't it?" Ben said trying to regain his composure even though she softly cuddled her smooth body against his own.
"Indeed it is, but do you really want to know everything regarding my 'birth', Benjie? I'd be more than willingly to if…" She gently broke off from his back and when he turned to look around back at her when he noticed the scenery melted away again to reveal himself back in the real world. Amalia wasn't in her Verdona like form anymore since his mind wasn't inside his subconscious at the moment, she was instead still in possession of the green skinned mutant girl with lithe hind legs wearing nothing but her knee high socks.
"…Then make love to me right here and now, all the answers will be yours plus the heart of another lovely teen girl to add to your little 'group'. What do you say?" she still spoke in her own voice using the green girl's body, but Ben knew when enough was enough. This 'entity' had now resorted to full-on mind control to sexually manipulate a random girl that had nothing to do with any of this, despite his mishaps in shaping his handful of girlfriends into a full blown harem, he knew that this was wrong.
"No. This girl has nothing to do with this, leave her body now and I'll wait for my answers later." Ben said though barely noticing he himself was still naked.
'Amalia' didn't have a pleased look on her face and instead she used the girl's hind legs to suddenly spring out at high speed which caught Ben off guard and pressed him against a nearby wall with her a breaths away.
"Huah!" Ben grunted when he felt the impact of being pressed by the force of the girl and her legs, the light green skinned girl had a bedroom smile on her lips as she closed the distance between his lips and her own for a chaste kiss. Evidently Amalia didn't take 'no' for an answer, but before she could press further with a tongue invading attempt something stopped her, the bug girl's eyes opened wide in shock. Ben felt a strange charm based sensation when she made lip contact, in the host girl's mind he saw flashes of imagery involving the boy named 'Rex'. They flooded around in her mind when it came to the 'love' feeling Ben himself shared with all his gal pals, obviously the host girl was fighting back against having her feelings used.
Immediately she broke off from Ben and grabbed her head like she was having a massive headache. "G-get out of my h-head..!"
'She's fighting against Amalia's control, she's in love with that 'machine guy' and Amalia can't exert more power since this world doesn't have magic or mana.' Ben quickly theorized before running toward the struggling mutant girl and placed his hands on her head along with her own. 'If I have any control over this power then at least let me use it the right way…!' He thought before forcefully igniting a charm spark within his eyes which in turn reflected upon Cricket, suddenly he could feel Amalia's lusty indoctrination on the girl weaken until it disconnected entirely.
"Haaagh!" Cricket felt the mental backlash of the disconnection like a shockwave and began slowly falling onto her backside but thankfully Ben's reflexes allowed him to catch her before the fall.
"Gotcha…" Ben whispered as he held her in his arms, her pink hair was tussled a bit and draping down to the side making her look cuter to him, but she was spoken for. As was he, 'this is out of hand, I need to see them again… I need Gw-'
A wad of what appeared to be bandage wrapping shot out nowhere and punched Ben in the face before he finished his train of thought, he was knocked back away from the girl and though he was dazed he looked up to see two other mutants standing there looking angry.
"If you've done anything to her you'll get it, pal. That's for sure." One said that appeared somewhat like a calamari humanoid, his hair was in chunky tentacles that draped over one half of his face like a distinct hairstyle, he wore a hoodie and pants and had his squid like hands ready to strike.
"You take Cricket back to the place, Sqwydd, I'll handle him." The other one said, he appeared almost mummy like in nature, but his body was entirely composed of biological white bandage wrapping wearing a t-shirt and pants.
Ben shifted his head the unconscious green girl then back at her two friends with an 'uh oh' type of expression written on his face. "Whoah hold on! It's not what it looks like, honest!" Ben said but to no effect since the one labeled 'Tuck' began charging for him.
The mummy like evo whipped his hands out like makeshift whips and lashed the ground around Ben and then nearly lashed his chest had he not gotten up in time. "Just wait a minute here! I didn't-" Ben was cut off when he felt a bandage wrap around his neck to hold him up. 'They think I did something to her, got to convince them I'm not the bad guy!' Ben thought as he reached for his Ultimatrix.
"We come home and see her naked, you naked, and it isn't what it looks like?" Tuck said as his squid like friend picked up the unconscious girl and carefully carried her away.
'Oh that's it!' Ben thought when absentmindedly slamming his palm down on the dial thus igniting a fierce green glow. Breaking free of the constriction were at least five 'Echo-Echo' duplicates, they landed and opened their jaws wide open for a very loud surprise.
"He can go 'evo' at will?" Sqwydd asked as his mummy shaped friend received a devastating sonic blast wave which knocked him on his butt.
"Not Evo. Alien." One echo-echo said when he adjusted the dial on his chest and with a green flash changed into Ben so he could quickly grab his clothes and trudge them back on before changing again to Jetray this time. "You're obviously not listening to me, but ask pink hair over there and she'll tell you we didn't do anything. I don't have time for this, later gents." Jetray flapped his arm wings open and literally jetted off the ground into the sky, but before going farther he swooped back down in haste to quickly pick up Breach along with her clothes.
"Henshin-a-go go." Jetray joked back to the perplexed pair of Evo teens before jetting off with a small air wave.
Tuck and Sqwydd looked to each other hoping to get an idea on what exactly transpired, but the moaning sounds of their pink haired friend waking up caught their attention and so they tended to her.
Elsewhere…
'Think think think..!' Jetray thought to himself as he flew up high with a still unconscious and nude Breach lying on his back as he descended down towards an empty area atop of a close by roof. 'Apparently I somehow created a magical living entity that's basically an 'Aphrodite'. She's the reason why some of my 'encounters' have more than out of control lately. The question is 'how' did I 'make' her and what does she want?' Jetray thought when he felt the pale evo girl begin to stir, he made his way down and changed back to Ben so he could redress her in a hurry.
Ben was in his human form again when her eyes shot open and looked directly at him ,but something was amiss, she didn't look pleased.
"You okay?" Ben asked right before he received a slap of one of her larger hands.
He was tossed back and quickly went into alert mode, he was more than surprised at this action, the girl stood up shakily and looked at him like it was the first time seeing him. After a seconds pause her eyes narrowed and she readied all four of her arms for battle, dark crimson swirls of portal energy manifested around each hand.
"What has happened with you? I thought we were..you know..!" Ben stammered as he got up and readied himself for a fight, he then noticed a pink shadowy aura arise from behind Breach. 'Uh oh…'
"The process of 'charming' a new lover's heart can be reversed, 'father', you choose to reject my love and you shall receive my scorn." Amalia's voice came out of the energy projection and Ben grit his teeth in frustration. "For every time you refuse my 'offers' to you, I shall completely reverse the charm effect to where a girl that you once made love to shall be someone that harbors negativity instead." The pink shadow disappeared and so Breach swung her arms and sent shuriken sized portals at an unsuspecting Ben. He did his best dodging each one but soon his right side of his face was met with her right ankle.
He felt the smacking force of her leg flinch him and make him dizzy, he nauseatingly attempted to reach his watch to activate an alien to defend himself but Breach quickly wrapped her arms around his torso.
"C-can't…move..!" Ben struggled against her larger arms and before he could react he heard her voice speak out right before a portal materialized from beneath their feet.
"Van Kleiss said I was to take you to him, and you'll go without a fuss." She said as if she completely returned to her obedient minion ways.
"L-like Hell…!" Ben stammered to say as he felt the portal began to rise up and envelope them both, somewhere he could feel as though Amalia's playful face was smiling at his plight.
'Don't ever say 'no' to me again, darling.' Amalia said from somewhere within her own subspace.
Later on…
"Ooogh… my head…and my pride…" Ben mumbled as he slowly blinked open his eyes and noticed he was in some kind of dungeon cell. He wasn't bound or chained up in anyway, but the cell door was locked and of course his Ultimatrix was still latched on. "I can't believe I got my butt handed to me like that, maybe it was because it caught me by surprise, plus just had sex right before that after all."
He heard some noises outside his cell door, soon it came open and there stood the two 'hands' of the maniac Ben fought with at Providence earlier; the biomechanical werewolf mutant and the tubby Lizard with Diamondhead's rock arm theme.
"You're awake, any longer and we would've been allowed to kick you until you woke up. Shucks." The tubby lizard mutant named 'Skalamander' slobbered and gestured for Ben to come out, which he reluctantly did. Biowulf seemed alert and ready to strike him if he made any funny moves involving activating his watch.
"You try anything funny and I'll slice off that arm that special 'watch' is attached to. Got it?" Biowulf brandished one his talons threateningly to Ben who just rolled his eyes and nodded.
"Got it, jeez try to be friendlier, would ya?" Ben retorted and received a shove to get moving.
As they walked they strolled through what Ben thought was a garden of statues, he noticed it was more of a graveyard. The statues were in poses of despair and terror, they were other monstrous Evos sure, but the sight was still pretty damn creepy. 'the guy has a weird hobby, I'm not sure I even want to know how he turned those poor guys into stone.' He thought when he reached a main grand room where the said man stood with an air of superiority further on ahead.
Ben stopped and stood before Van Kleiss without any hint of fear or nervousness in his system, well maybe a little bit of nervousness since seeing those statues. The man looked exactly as crafty and psychotic as he did at the base, Ben didn't know what to expect from the likes of him since he mostly fought villains that lived to the cliché.
Van Kleiss's eyes darted to the green wonder on Ben's left wrist in wonder and intrigue as he walked closer towards him. "You know, I was worried at first when Breach pulled that 'saving grace' act at the base to pull you into Hong Kong, but I gather it was a lapse in judgement and she merely wanted to 'play' with you before handing you over to me." Van Kleiss said with his hands behind his back like a lord examining a specimen.
'Where is she anyway? And when he said 'play' he doesn't know that we actually-' Ben thought before he was snapped back to reality when Van Kleiss grabbed his left wrist to hold it up and inspect the alien device closer.
"Lemme guess; you want to analyze and come up with a way to 'harvest' its power, am I right?" Ben said smirking arrogantly. Van Kleiss cast a slightly annoyed glare his way and merely chuckled.
"Hmm, smart one, aren't you? Well you're only half right, I do want to analyze and discover its secrets and especially your secret of repelling stray nanites that would otherwise mutate your very being. I'm a scientist, whatever interests me I dissect and learn from it. Knowledge is power, you know." VK said coolly as he let go of his arm and walked back to his makeshift throne of the room. "All in due time however, I am quite expecting an attack from Providence any moment now seeing as how you; the 'no-nanite' wonder in their eyes is here at my humble abode. I assume they'll want to pursue and recapture their scientific discovery and I can't concentrate on science if my home is being invaded, so Biowulf will take you to your chambers and monitor you in case you try any clever ideas."
"you'll get yours, smartguy. I've beaten down tougher guys and crazier mad scientists than you." Ben said defiantly. VK merely smirked and gestured for his dismissal, Biowulf pushed him to get him moving back to his cell.
After being tossed back into his stony room that was no bigger than an actual jail cell, Ben walked in with the watchdog eyeing his every move. He looked to his watch and noticed he wasn't fully charged yet, his options were: either wait for 'guys in white' to come to his rescue with guns ablazing or take matters into his own hands.
'I'm not gonna like it, but since the watch is out of commission and time is not on my side I'm going to have to contact 'her' again. Even if I turned around to activate the Ultimatrix this guy would attack and those claws don't look the least bit dull.' Ben thought as he sat down indian style and closed his eyes to peacefully meditate. This action certainly made Biowulf suspicious, but not enough to be attack yet.
He felt the flowing magics of the charm energy flow through his body as his mind sunk into the subspace from which he made love to 'false Amalia' plenty of times before.
"Come on, I know you're here, I have a notion that you basically live inside me, so you can't have disappeared on me now. I need you." Ben called out and before long several streams of violet energy emerged from the background and melded together to shape into a human sized mass of mana.
The shape took form and soon returned the form of Amalia resembling a very young and unwrinkled Verdona. "I am always with you, Ben, but there are times where I wouldn't answer your call. Luckily for you I am feeling very…amorous at the moment."
"Why did you make that girl attack me? Was it because I said 'no' to you using some random other girl to fill her sex needs?" Ben demanded softly and Amalia simply smiled and teleported behind him. He felt her slender smooth hands reach his chest and glide slowly down while she moved her face closer to his side of his face, she seductively licked and nibbled at his earlobe before answering.
"I didn't like that you denied me my needs, Benjamin, I was angry when I reverse-charmed that girl. I'll forgive you and give her back if you'll 'acknowledge' my needs right now." Amalia said gliding her left hand down to Ben's bulged pants. In this dream world subspace everything felt as real as reality itself, the only difference is Amalia can shape his dream world willingly into whatever scenery and herself into whatever person he desires.
"I didn't deny you because of this bizarre relationship you and I have, I did it because you were using an unsuspecting girl as your proxy. Don't do that again and we're good for whenever and wherever you want." Ben sighed and he could feel her smiling with glee.
"Deal."
With that she materialized a queen sized bed before him, he felt his dream formed clothing strip away until he was only in his boxers, Amalia herself teleported herself onto the bed smiled inwardly as she got a rather kinky idea to get him more motivated.
"Time is irrelevant here, Ben. We could be at it for a week's worth and not but a minute will have passed in the real world." Amalia said letting her transparent red robe dissipate leaving her curvaceous large breasted body for full display.
'Wait what?' Ben thought with wide eyes, this was the first he heard of this, he knew there were strange rules to the subspace augmented with charm magic, but had no idea it was to that level. "Just how powerful are you?"
"As powerful as you want me to be." She answered rather cryptically leaving Ben to mull on that riddle. He was about to make his way to the bedspread to begin until she held out her right hand to stop him. She winked and with a swirl of magic energy her form changed.
"No way…" Ben's mouth went agape when he saw what she turned into, apparently her powers had progressed even further than he thought. He thought he would only see this version of his childhood love in his dreams, evidently she had control in that as well.
Loli Gwen appeared in her lithe semi-nude form sexily winking at him to come forward, which he did hypnotically. When Ben cupped her little face he felt it to be as real as that other dream he had with her, her loving gaze into his eyes almost fooled him into believing this really was ten year old Gwen again.
"Well Dweeb, are you just going to stare at me or kiss me?" Loli Gwen said smiling and Ben instinctively craned his head forward to eagerly capture her lips into a searing sensual kiss. His lips massaged hers and she in turn prodded the opening of his mouth with her tongue a few times before he opened wide thus letting her slither her young tongue in. She wrapped her little arms around his neck and arched her short body forward so that her legs crossed with his while she wormed her tongue around his mouth.
You could hear slurping sounds and a bit of bed creaking as Ben who was still fifteen in appearance made out with a preteen Gwen, he was getting deeper into it and soon his left hand found her budding right breast, with a gentle squeeze he began fondling it.
"Mmmm..!" Loli Gwen hummed her approval as she rubbed her lower body over his like an animal in heat, Ben continued sucking in her tongue and let his hands fall to her lithe waist. Grabbing the hem of her pink and white striped panties he began trudging it down her thighs and soon past her ankles. She kicked them off and he gently broke from her mouth so she can show her spread eagled form, looking upon her bare and soft snatch he felt himself drooling then he began taking off his own underwear to free his erectile tower.
Loli Gwen(Amalia) Smiled a warm bedroom look and seconds later she was on her hands and knees with her body bouncing forward and back, Ben was behind her driving his meat into her youthful snatch gradually picking up speed.
The tightness of her pussy was unmatched, Amalia made sure he would cum inside her when he did, but for right now she was enjoying Ben suddenly thrusting with more force into her. She lowered her upper body to the bedspread while he continued his frenzied pounding, biting her lip she clenched the bed sheets as the slick meaty appendage protruded from her snatch before plunging back in. For Ben himself it was all too special and cum inducing with how tight she felt, her body became sweaty within the seven more minutes he slammed his hips into hers.
"Gonn-a…gonna let…go..!" Ben panted as he felt the velvety moist passage engulf his dick once again then suddenly loli Gwen tossed her head up and released an almighty cry of orgasmic relief. Ben joined her in hollering out as his body shudder; his hips undulating back and forth several times to deposit spurt after spurt of white gooey substance in the preteen snatch of loli gwen.
After letting loose a generous amount of his essence Ben felt himself soften before pulling his meat out from the soft velvety treasure of loli Gwen, but before he could relax Amalia decided to pull something else.
"Staminas Engorgious!" She called out in her original womanly voice despite being in a younger form.
"What the-!" Ben felt alarmed when he felt his softening member suddenly re-harden to full mass. "Lemme guess; round two?"
Loli Gwen smiled almost deviously as though she had a very naughty and unusual idea in mind. "Not exactly." Her eyes shone in bright violet once again and suddenly more human shaped shadows of mana emerged from around the bedroom.
"!" Ben felt curious and yet still excited a bit, but that was possibly because of the stamina spell.
"Special bonus round." Loli Gwen said when the shapes took form and Ben's mouth went agape when he once viewed the faces of nearly half of his girls looking back at him with eyes of desire.
"No way…" Ben saw the forms of Julie, Elena, alien form Helen, Charmcaster, Lucy, and Camille. All of them looking as real and nude as possible, Ben looked back at loli Gwen who had a sexually hungry look on her face as she crawled over to him and gently pushed him onto his back.
"Well then, girls, let's get started." She said leaning over him until Charmcaster leaned over to pull the little Gwen into a lip lapping tongue wrapping kiss.
'Oh wow!' Ben felt himself get aroused at the sight of young Gwen making out with Charmcaster as she appeared physically five years ago, it was certainly a sight that would pass as a childhood fantasy. The silver haired vixen placed a hand on one of her little breasts and started squeezing it as she sucked in the young girl's tongue hungrily. If his dick wasn't already hard it would've become stronger than steel from watching this, but his attention shifted when he noticed the smooth blue face of Helen appear next to his and slither her long tongue around his cheek before sliding it into his mouth.
"Hmmm, you taste niice." Helen whispered when withdrawing her tongue a bit to speak, she craned in and kissed his lips several times softly before feeling his right hand on the back of her hand. She got that as a signal to re-immerse her long tongue back into his mouth for slimy slithery fun.
Meanwhile Elena and Julie were at his lower body to tend to his length while CC continued tonguing loli Gwen's mouth, Ben could actually feel their breath on his sensitive piece of equipment right before he felt two pairs of lips on it. JJulie softly kissed her way up and down along the shaft as Elena lightly flicked her tongue along his balls before sucking one into her mouth, Ben's grip on the sheets tightened while they worked.
'Even though they're mana constructs they feel so real! I think I might get addicted to this if I stay in this universe longer. Maybe that's what Amalia wants…?' He thought before Helen removed her mouth and withdrew her tongue from his mouth, she winked a green eye and rose herself up so he could clearly see her warm moistening blue pussy up close before lowering it to his mouth. Her hind blue thighs were either side of his head as she softly grinded her hips into his face, he wasn't complaining howerver, Ben was kissing and lightly nibbling at her clit for several seconds before licking around her pussy lips.
While these six were having fun with each other, Lucy and Camille certainly weren't left out of the action, Camille looked as she did five years ago and ever as beautiful. The same could be said of Lucy who was also in preteen form, both of them made their way over to loli Gwen and CC to 'switch' partners which the two gals did without protest. While waiting for Ben to finish his fun with Helen, Elena, and Julie, the girls here would get 'warmed up' in the meantime; Lucy took loli Gwen into position on the floor where her bare young snatch was grinding against that of Gwen's in a scissoring position.
"Unf unf! Faster…!" Loli Gwen(Amalia) breathed as she rotated her heated moist pussy on Lucy's hips, their legs were on either side of each other while they heatedly rubbed their hips together. Camille and CC took each other into a sixty-nine position with CC on top licking and prodding Camille's pussy hole with her tongue and finger, Camille herself firmly grip CC's ample buttcheeks with her hands so she can dive her tongue fully into her waiting snatch and slither it around inside.
CC felt her leg hold tighten a bit in pleasured sensitivity when feeling Camille's tongue worm around inside her cunt, raising her head a bit she then noticed Julie and Elena moving themselves from blowing Ben's meat to letting Helen mount him in a reverse cowgirl position.
"Hoooohh!" Elena mewed as she dropped her lower body slowly onto Ben's fleshy tower, the feeling of penetration overwhelmed her senses and caused her tail to thrash around a bit before Elena caught it with her left hand. Feeling kinky the brunette placed her other hand the tip of Helen's tail and then moved her mouth to it in order to lightly suck it. Ben witnessed and enjoyed the kinky idea, making a mental note of it when he returns home, but before seeing more of Helen's voluptuous rear form bouncing up and down on his cock Julie placed one of her breasts at his mouth to distract him.
Her breasts were still the same size B-cup orbs Ben enjoyed groping back in the real world yet here in the dreamspace he felt just the same if not even more intoxicating, the Asian teenager rubbed her chest against his head while he chewed and sucked at her breast before moving to other one. He struggled to contain himself since Helen's suctioning passage was now grinding on his length while Julie gave him her breasts to play with, but the sensitive bliss soon became overwhelming. His own hips were thrusting to meet her the movements of her hips and when he sped up she took that as a sign to begin bouncing harder and faster. His hands left Julie's breasts and went to Helen's supple butt cheeks to squeeze and hold on while he started pounding upward in a faster pace.
'Oh! OH! I'm gonna lose it…! Helen…!' Ben thought since his mouth was busy tasting and sucking Julie's tits, his hips rapidly thrust several more times before halting in sperm gushing spasms. This brought Helen off as well and with a loud moan of orgasmic bliss she came hard on Ben's meat, her pussy muscles clamped down and milked his cock for all the cum he could give to her. Ben felt himself feeling drained as he continued sending globs of cum into her womb, but after a couple more thrusts he ceased his orgasm and Helen quickly climbed off so she could clean him off with her mouth and tongue.
'This is… I can't say anything…this is too much…!' He thought feeling Helen's mouth bobbing his softening rod to suck up all the cum on it.
Meanwhile Lucy's dainty right foot was close enough to loli Gwen's face to where the little redhead stuck her mouth out to lightly suck one her big toe erotically. Gwen likewise did the same with her right foot and brushed it against the side of the peppy blonde's cute face, she grabbed it with her hand placed feather light kisses along the side before sucking in one of her toes, of course they continued their warm sweaty tribadism on each other while they did this. Some of Ben's cum from earlier was still inside loli Gwen's dripping snatch and knowingly she was smothering some of that into loli Lucy's pussy.
'If Ben knew that he would lose it several more times, I think I may tell him that when he eventually jumps on Charmcaster next.' Gwen (Amalia) thought to herself when he noticed Lucy's hips began bucking wildly in orgasm. Her hips undulated with Gwen's in unison of pleasurable climax, soon Gwen felt her juices gush out along Lucy's on each other's snatches.
Lucy panted and laid down with a soft satisfied smile on her face when Gwen crawled over and laid down next to her in wait for Ben to finish up with Helen.
Helen had finished up with sucking up any amounts of remaining cum on Ben's shaft before feeling Elena suck her tail in a bit further, the speedy blue alien was getting very aroused by this and turned around to engage her lips with Elena's in a cum smearing tongue war. Julie removed her chest from Ben's mouth and called to Charmcaster and Camille who had just bucking their hips into each other's faces in juicy climax. CC still had a craving look on her face as she raised her head up from between Camille's soft thighs, getting she walked over with swaying hips to the bed and romantically gazed into Ben's green eyes.
"You've always been in my heart, hero boy." She whispered lovingly before lowering her head down to smother his lips with her cherry pink ones.
'Odd thing for a construct to say, maybe these are all extensions of Amalia's mind?' Ben thought perplexed until he felt CC's tongue protrude into his mouth and wrap around inside while she used her left hand to begin stroking him off.
Camille was left there on her back with legs spread in post orgasm until Lucy came over to lay on top of her to begin sharing an incestuous kiss between alien cousins, since loli Gwen was finished with her fun scissoring Lucy she decided to sit back and watch the magic happen between CC and Ben.
CC changed position to where she now laid on her back spread eagled with a beckoning left finger, hypnotically Ben responded only with his body and proceeded to climb on top and guide his now erectile length into her juicy passage without delay.
"!Ooah!" CC moaned as she felt him strongly yet gently shoves his tool into her pussy, instinctively her legs came up to wrap her ankles around his backside while he began shifting his hips forward and backward in a sensual pattern. Her appearance was exactly as she appeared during his childhood and in post time paradox, but without wearing her bizarre trenchcoat outfit, Ben admired her pink eyes and mentally noted he should spend more time with the girl that started him on this path when he gets back.
'I know they're not real, but still…' He thought continuing thrusting right before he leaned down to cup her lovable face in his hands. "Y'know, I had almost forgotten how beautiful you are. I need to show my appreciation to you my often." He said to this 'false Amalia' right before pushing his lips onto hers in another steamy kiss. Her legs hiked up and jerked every so often with each of Ben's thrusts into her hips, his length coated with her snatch's juiciness only added to the suction and speedy friction during their lovemaking. Her breasts bounced up each time he slide into her roughly yet he made sure grab and give them a good squeeze with his hands hwile he made out with her, all the while loli Gwen watched in amusement with her own right hand between her legs.
Camille and Lucy were now also scissoring each other with frantic excitement during the love fest, Elena was on her knees getting her butt pounded by Helen's slithering tail while Julie was between the brunette's legs eating her out. Everyone's eyes were glowing light pink including Ben's as the love making continued for several more minutes when Ben stood up with CC still impaled on his cock bouncing on it still.
His hands were on her buttocks and her legs locked around his backside again to make sure he didn't let go while he penetrated her, her tits were bouncing along with her and soon both of them started going at it a bit faster thus signaling a tidal wave of a climax.
Loli Gwen (Amalia) ignited another glow in her eyes and suddenly everyone's soon-to-be orgasms synched together in collective unison; Ben felt one last thrust inside CC before letting loose a torrent of sperm, Elena moaned loudly as she came in Julie's mouth while Helen shuddered in release after tail-fucking her, Camille and Lucy also bucked their hips wildly against each other's after good long session of grinding them together.
"Oh Caroline…!" Ben moaned as he once again emptied himself into the beautiful sorceress along with everyone else having their own blissful finishes. After filling her to the brim with his essence he felt himself now drained completely and laid down with her on top of him. Feeling lightheaded Ben felt his consciousness slipping and before passing he witnessed loli Gwen change back into Amalia's usual form. She looked down at him with a loving smile.
"I'll help you escape now, but please don't say 'no' to me again. I don't like being denied, sweetie." She whispered before everything turned black and Ben opened his eyes to find himself still inside his cell with the bio mechanical werewolf watching him like a guard dog.
"Was I out a long time?" Ben asked and received no answer from the now glaring mutant. Shrugging to himself he stood up and stretched his arms and legs before looking at his watch with a look of determination before looking back at Biowulf.
"You try to activate that thing and I'll be fast enough to strike. Care to take that chance?" The evo said threateningly raising up a claw.
Ben confidently grinned. "No, I won't, but I have my ways of getting out of jams, wolfie." Just then he noticed a trail of violet energy suddenly appear along his left arm to reach the Ultimatrix.
Before Biowulf could act a green flash erupted in the middle of the room catching him off guard, instinctively the cybernetic monster lashed his claws out and struck.
Clank.
"What? It feels hard..! Like diamond." Biowulf said when he felt his claws struck an impermeable rock hard object.
"Close to it; it's DiadmondHead, wolfie!" The green flash died down revealing one of Ben's favorite aliens; the petrosapien warrior labeled Diamondhead. Feeling his claws ache a bit Biowulf withdrew his talons and Diamondhead smirked before readying a fist.
"Hard enough for ya? Then try this!" With that Diamondhead sent a shockwave inducing punch to Biowulf which sent him to the wall and he followed up with a charging tackle that crushed through the wall thus opening his way to escape.
The cybernetic wolf was knocked down but Ben had to be safe and materialized crystalline binding over the unconscious Evo.
"Stay put while I show myself out." Diamondhead said as he made his way out the holding area into more open spaced ruined parts of the castle, but before long he saw several crystalline projectiles jet toward him. Nimbly dodging the shards he turned and look to see Skalamander standing there with his rock arm ready for combat.
"You're not going anywhere, rock for brains." The reptile slobbered.
"Let's see who's better with petro style fighting, lizard boy." Diamondhead said sharpening his arms into blade like versions, but before either of them could start off they felt tremors shake the tower they were in. the building shook and that distracted both of them until they heard small explosions from outside.
"Any idea what that was? Or do you guys get earthquakes around here?" Ben asked keeping alert.
"Ah shoot! It's Providence!" Skalamander growled before one of the walls crashed through nearby them, out from the dust emerged from red jacket wearing latino boy wearing goggles.
"No, just two special agents, one jet, and one big distraction."
"Rex?" Diamondhead said looking upon the form of Generator Rex with one of his arms build changed into the 'slam cannon'.
"Who else, but is that-"
"Another one of my forms? Yeah. Good to see ya again." Ben said back still in alien form.
"Trust me, I know how it feels when Breach decides to make your day go downhill with her portals. Now how about we stop talking and dance with ol' lizard face over there." Rex said readily changing both his hands into large metal ones.
"Yeah. Let's do this!" Diamnondhead said readying for a fight.
To be continued…
Next chapter: Brothers in arms (part four)
- 23
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- 25
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Ben's Girls