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Ben 10: Omniharem
By : Praetor
Category: +1 through F > Ben 10 Omniverse
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Chapter List
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Ben quickly regained his strength and forced himself to slip out from under the kimono blanket. He had gorged himself on her tit milk long enough but the extract was so tasty he risked binging on it. He stood and stretched naked in his room, light from the windows gleaming off his well-muscled body and the flaccid cock that hung limply between his legs like some kind of monumental statue of a pagan deity of god cocks.
Julie rolled over and wrapped herself in the kimono as Ben smiled, having very successfully made her his bitch. She looked to be sleeping, their fuck session having drained her. He turned away from his handiwork and spotted the broken desk, mentally groaning at the thought of having to get a new coffee table. He looked at the dried puddle of their combined juices and knew he also would have to call the cleaning crew for it.
Before all that though, he needed another quick shower. He was already naked so he just walked into his bathroom and hit the water again. He washed his body and dick off under the fall and then dried off. He made to chuck the towel again but then remembered Gwen’s shaking tits and wanted to see them again, so he meticulously folded it back over the towel rack. He then jumped into the cargo pants and t shirt he prepared earlier.
He walked back to his ‘bedroom’ and saw the tangled, sticky mess of sheets from his previous encounter with Gwen. He peeled the fitted sheets off the mattress that still had the plastic on it because he was lazy and dressed it with new sheets. He folded the sheets and fluffed the pillows before stepping back out.
He went over to where Julie rested wrapped in his silk pink and blue kimono like a Japanese burrito. He got on a knee and reached under her legs and around her shoulders, carefully lifting her into his arms. Once he had her cradled, he stood and carried her to his bed. She nuzzled her cute face with its ruined make up into his chest and shoulder as he walked.
He was past the divide and lowered her into the bed. He pulled the top sheet across her sleeping form even though she had the kimono wrapped around her. He left her there and closed the dividers behind him.
He went to his home phone and dialed cleaning services, he had their number memorized by now. Once he placed in an order, he walked back across his room and jumped into the couch, wishing he was old enough to drink alcohol now that he had a lot of conflicting feelings to dwell on.
He loved Gwen, but he was still with Julie, and Gwen had to have known that when she came on to him. He should have exercised some restraint now that he was with Gwen, especially since he never slept with Julie either. But he didn’t care.
He fucked Julie and would do it again if asked, and he would also do Gwen the same. So what did that make him? Did he not love Gwen as much as he implied? Was he just a horny young man who wanted to get his dick wet no matter who it was in?
He must have dozed into a sleep since he was woken up by the doorbell. He got up, stretched, and noticed that the splintered remains of his coffee table were gone and the entire section of the carpet by the counter was scrubbed clean. Man they were good, he didn’t even notice.
He went over to the door and peered through the aperture in it, seeing red in the view and unlocking the door.
‘Hey Ben.’ Greeted his cousin
She was wearing the same schoolgirl outfit she left in and now had her arms outstretched to her sides, with shopping bags all up and down them like coat hangers on a line.
‘Hey Gwen.’ He said back as he let her by
‘I got a bunch of groceries for you so we can eat like kings, as well as a lot of stuff for me.’ She said as she walked to the living room ‘Hey, where’s the dining table?’
‘Broke it.’ He said ‘Dark Souls 3, very frustrating game.’
He locked the door as she dropped off her bags in the kitchen.
‘So how was your alone time with Julie?’ she asked as she cracked open an energy drink and walked to the couch
‘Yeah, about that…’ he said as he sat beside her in the couch
‘Did you have fun?’ she asked as she crossed her legs and looked at him
‘Too much fun.’ He said as he mustered enough courage to look at her
‘Gwen… we slept together.’ He said
‘No way!’ she exclaimed, spitting out her bubbling energy fruit drink
‘I’m sorry, it just kind of, happened.’ He said meekly
She scooched closer to him and leaned her head in to hear everything as she asked ‘How was it?’
He was taken aback by the question and met her green eyes that were so like his ‘Come again?’
‘Julie Yamamoto, how was she? Was she a lioness or a sheep?’ she asked, sipping from her drink eagerly
‘She’s… a screamer and a squirter.’ He said confused
‘No way, tell me everything.’ She asked
‘You’re not mad?’ he asked
She laughed and said ‘Of course not, I was the one who told her to go after you.’
‘You what?’ he asked, officially baffled
‘Ben, I love you. But your dick is just so big and eager. I can’t handle it on my own, it’s too much for one woman to bare. So I want to share the burden of pleasing this megacock with other willing and worthy women. Besides, it’d be so rude of me to hog you to myself. Other women should be allowed to experience you, to feel what a real man and beastly stud is like.’
He could not believe what he was hearing, his cousin was actually encouraging him to cheat on her. With multiple women, often.
'So you really don't mind?' he asked unsure
She reached into one of her bags and said 'Check out what I got today.'
She pulled out a collar and handed it to him. He turned it around in his hands, not really seeing the point. It looked like a dog collar, a very nice dog collar with a chain going around smooth, embroidered cloth that shined like satin over the harder leather strap. Then he read the name on the medallion that dangled from the chain.
'Gwen?' he read aloud and turned it over to see the address to his penthouse on the back. Sewn into the inside with Golden Fleece was 'Property of Ben'
She turned her back to him and pulled up her hair 'Put it on me.'
He reached around her shoulders and dangled the medal in front of her, pulling it around her neck and closing the latch
She let go of her hair and pulled it back into place before facing him. It looked like a cute choker with her name on it, the medal pointing her jutting tetas.
'What do you think?' she asked with a wink
'Cute, and kinky.' he said, moderately aroused
'and check it, I got one for Julie too.' she said as she pulled another out of the bag
This one was similar to hers but with a slight variation in the colour scheme, having a big red dot with straight rays emanating from it like the old Rising Sun flag instead of embroidery. Sewn into it were Japanese characters and under that a smaller, cursive 'Julie' translation
'I'm going to need you to attend one of our EO briefs...' he said with a smirk
'I also got these cute leashes.' she said, pulling out cutesy dog chain leashes
'You know they have dedicated sex stores for these things right?' he asked
'These are cuter. Now, check out this.' she handed him yet another dog collar
He turned it around in his hands, finding it to be more girly than the other. It also had 'Property of Ben' emblazoned on the inside and a medallion with his address, except the name on it was 'Lucy?'
'Set you up with a date.' she said with a grin…

Ben needed to have a serious talk with Gwen about using his credit cards. When he thought about a date with Lucy, he envisioned an upscale restaurant or maybe even a simple nature walk. Yet here he sat on a seven day luxury liner cruise of the great lakes.
He was all dolled up in a fine upper class suit he got tailored at Men’s Wearhouse, the thing was like 750 bucks and he had no idea why. It was just a tight black suit with a satin exterior over a black vest over a white French cuffed shirt with zoot suit black trousers. If he was going to pay so much for tailoring he needed to start asking for cock holsters because it was tight in the right leg of his pants right now with Lucy looking the way she did. He even had gel in his hair, another one of Gwen's bright ideas.
His date was also dressed finely, wearing a low cut, high hemmed black evening dress with long gloves and heels with stockings. Lucy did look ravishing, her long blond hair flowed like a mane around her pretty face.
All eyes of the rich, upper class prats were on her as they walked around the decks with hands or elbows shared. If they weren't on her beautiful face, amazing hair or pretty eyes, they were on her bodacious boobs. The melons bigger than their heads were scarcely contained by the black fabric of her top and it was clear she wasn't wearing any kind of bra by the lack of straps in her exposed back and the overt way they jiggled as she walked, threatening to burst onto the scene like a bad Kanye West promo.
The heads kept on turning too because the full lady like cheeks of her phat white ass stuck out like basketballs from her backside and the crevice of her cheeks so deep you could lose a baseball between them made an obvious indent in the fine silk like fabric of her low hanging dress. With every step there was a great wobbling of her bum that tossed around the curtain of her dress like hung laundry in a hurricane and made the hem kiss the cleft of her ass.
Ben was finding it very difficult to walk after a while, his huge cock semi hard despite his best efforts at subduing it.
'Oh Ben, this place is so amazing.'
They were partying like it was 1880 in this place. There was a live band playing instrumental, white gloved waiters, wide dining tables with fancy clothes and he was almost bothered the passengers weren’t talking in overly British accents to complete the setting. They even had old style incandescent lights to provide illumination inside the spacious glass dome cabin.
‘Amazingly boring, when I think of cruises I think of parties, beaches and water sports.’
All he could think was how amazing she looked and how hard he wanted to rail her. It was a strange transition for Ben, as he usually treated women with respect and curtesy. Now he just wanted to put his dick in them. The thing that annoyed him the most about this trip was that he had to spend a lot of alone time with Lucy when he had two hot and willing vixens waiting for him in his penthouse in Gwen and Julie.
A voice called over the hall’s radio saying ‘Aspiring couples proceed to the dance floor for the first waltz.’
‘Oh god,’ Ben said ‘let’s get some fresh lake air before they start a poetry slam.’
They stepped outside of the main cabinet as couples got down with their bad selves circa 1800. It was noticeably chillier on the front deck of the Queen Nefertiti. The design was meant to harken back to the luxury liners of old except on a modern scale. There was a grand stairwell, wide, glass domes, huge smoke stacks- the works. Their steps echoed off the wooden deck as they went to the front of the boat.
'You don't feel weird at all about this right?' she asked as they went to the edge of the railing to look over the water
Out in the middle of Lake Superior, the only lights were from the ship itself and the skies were as naked as the girls in his bed back home. The luminous and numerous stars blanketed the sky above in a manner he simply could not see with the lights of Bellwood. Water crashed against the stern of the ship and flowed around it below them, the only other sound besides their own speech.
'Weird about what?' he asked, genuinely confused
'This, it's kind of a date but we're cousins.' she giggled
She didn't even know the half of it.
'That doesn't bother me. It's by distant relatives and marriage.' he said
She turned and leaned against the rail to face him and look up at the starry sky.
‘So what you’re saying is…’ she slowly rolled her eyes and her head to him ‘that you really do like me and don’t care that we’re quasi related?’
He shrugged ‘Yeah, I guess that’s what I am saying.’
'Good, because that'll make this less awkward.' she giggled as she leaned in and kissed him
He tried to resist but could not muster a defense as he turned his face to accept her kiss. Their eyes closed as the kiss lingered, her brilliant violet eyes fading from his sight as darkness ensued.
When they broke he looked her in the eyes again and asked 'What?'
She giggled 'You're cute, I always thought so. And you're my hero, you’re why I joined the Plumbers.'
She was a very open and touchy feely person so he couldn’t tell how much of that was sincere. They did go back a while and have a great influence on human/lenopan relations. He always liked her because of their shared tastes for mischief and disturbing Gwen. Plus, she was sizzling hot. She drew him in for another kiss but it was short as he had officially had too much. His dick was too hard and bulging all along the leg of his trousers.
'Lucy, we gotta get a room, now. I'm about to explode and it will be a mess.' he warned
He wanted to bend her over the rails and do it right there in the sight of the stars but he had just a little tact in him left. They headed back to their room in the top deck of the ship, which meant they had to go back through the large dome. They made their way back through the crowd along the sides that had assembled to watch the waltzing and departed in time to miss the haiku reading. By the time they were going down the grand stairwell to navigate the labyrinth of halls to get to their door he was limping along as his erect dick prevented his leg from moving correctly. The door depressingly had a magnetic key lock door instead of a spoke wheel like he was anticipating. They went back down stairs to their room on the top floor within the ship. As soon as they were back in the seclusion of the room, she was on him.
She was always a tease but now it was overt, she had a hand caressing his neck as she planted kisses on his face aiming for his mouth. Her other hand was down below stroking the obvious protrusion in his pants. She ground her body into him, smothering her tits over him through the dress.
He was trying to lock the door behind him but the tactile assault was too much to bare. He dropped the key to the room and grabbed a fistful of blond hair as he returned the kisses with passion.
'Oh Ben,' she moaned between heated breaths as he reached around her narrow waist to grab her by the hips
With his hand there, he guided her to the bed intent on throwing her over it, freeing his oppressed dong and diving in. She twisted from his grip as they approached the bed though and pushed him against the wall of their small cabin room. It was big enough for two beds, had a separate lavatory, luggage bins, a dresser and an entertainment set. As well as a little porthole window. All decorated in the fashion of late 18th century rooms.
She pushed her face into his for a kiss before sliding down his body, hands traversing the front of his expensive suit on her way to her knees before him.
'What is this Benjamin?' she asked as she unzipped him
'What happens when you're a relentless tease.' he groaned as she began pulling his pants down
'Oh Ben, is something wrong? It shouldn't be this big.' she asked with wide expressive eyes as she revealed more of his cock
'Something's not right, but that's not bad.' he said
Once she got the clothes down past his knees, the pressure on his massive, engorged member was too great and the whole thing sprung out like a flung yard stick and smacked her in the face.
'Ben! What do girls even do with all this?' she asked as she liked her lips and eye goggled it
'Stare at it, use their hands, put it in their mouths...' he mumbled as she started stroking him up and down the foot and a half plus 1 inch pillar of dick meat pointing at her face
Her violet eyes went from the swollen head to his eyes as she opened her mouth wide. From his vantage point he could see down the plunging v neck of her dress into the valley of white tit flesh they barely contained. Once her lips were close to his dick head, she pursed them and blow. He shuddered as a stream of cold air went over his head and down the sensitive underside of his cock.
'No one likes a tease.' he groaned
'Would you like me to stop?' she asked
'Oh god no.' he said
She smiled and returned to his dick, sticking her tongue out to wash around the smooth helmet of his head with the warm, spongy muscle then pierced the open dick hole with the tip. She had her hands working different halves of his horse cock, alternating every now and again as she began to feed herself some of his cock like a fat, fleshy burrito.
'Ooh Lucy...' he moaned as his head was engulfed in the warmth of her moist, cavernous mouth.
She continued to use her tongue as he was pushed back into her throat, and then past it. He was sure that she didn't need to breathe in the traditional sense due to her biology, which meant she was taking it slow on purpose. He didn't care, and with one hand played with her golden locks and the other, began disrobing.
She bobbed like a wind chime in a breeze, gobbling up more of his man meat as he pulled his tie off. As he unbuttoned his vest she hit the halfway point and he could see her cheeks and neck bulging out with the strain of taking him in her mouth.
He had to get off the wall in order to take off his suit and vest and nearly collapsed as his knees were surprisingly week from the attention his dick was getting. He threw those to the side and began taking off his shirt as she bottomed out, nose hitting his pubic bone. His dick was safe inside the hot tracts of her throat now and her hands were free to play with the dangling balls beneath the shaft. Her stretched lips tried to smile around his cock as she looked up couldn't due to how stuffed she was.
He threw off his shirt and now just had a white undershirt on, which was promptly peeled off his hard, lean muscled body and tossed. He grabbed her by two fistfuls of hair and heaved her off him, his dick turning cold by the air as it was still coated in her saliva. It was accompanied by a gross slurping sound and spit as a backwash of fluids gushed out.
She spat and hacked as she was drawn to her feet by Ben's hands in her hair. Once she was up on his level, he dropped his hands down her front and pulled the dress apart, her tremendous tits tumbling out of their bare containers for his viewing pleasure. Each boob was the size of melons and as white as the rest of her save the pink inverted nipples. She chuckled as he sank his hands in them momentarily to shake and grope them.
'You like my tits huh?' she asked
Instead of answering the obvious question, he let go of them and grabbed her around the torso under her arms. She cried in shock as he lifted her up by nothing, her newly exposed tits a cushion between them as he carried her over to the bed, long dong sticking straight out between her cheeks as she sat on it with her legs wrapped around his back. He stepped out of his pants as he went and slammed her down on the bed. As he kicked off his dress shoes, the monolith of man meat bobbing ominously in front of him as he did so. She pushed herself up on her elbows and spread her legs before him, her short dress falling up her legs to reveal her bare pussy with a thin mat of blond hair.
'Are you ready?' she asked with a smirk as he climbed aboard the bed and crawled over her
He grabbed her by the bones of her hips and pulled her towards him the rest of the way. Evidentially she hadn't even bothered with underwear so he was just going right in. His megacock was poised at her entrance like a team of rangers stacked on a door ready to burst into the building.
'Are you?' he countered
He knew Lucy's beautiful form was merely an assumed shape, as a Lenopan she could probably take a pounding a lot better than a usual human woman. He was not going to hold back.
She laughed and said 'Try me.'
He popped his hips and drove home. His cock punched past her wet and waiting snatch into the tunnels of her sex. He grit his teeth and kept shoving, his mammoth cock being squeezed for life as he advanced. He bottomed out in no time, balls resting on the crests of her massive ass.
'Is that it?' she asked teasingly
'Oh just you hold on.' he said as he drew halfway out and thrust again
The down push shoved her across the top of the bed as she gripped the sheets and clenched her teeth. She felt amazing as she took his horsecock without complaint. He drew back out a third and pounced again, shaking her whole body with his charged thrusts.
'Oh- fuck! Ben!' she shouted with each hump
He started off with slow, powerful bed rocking pulses he was afraid would kill a normal human women due to the sheer size his megadick.
'Come on, give it to me!' she urged
He picked up the pace, fucking her hard with reckless abandon as his balls flopped around beneath him. Her massive boobs flapped around on her chest as well, sloshing around like unmolded clay still wet and warm. He held her in place with his hands as he went to town pumping and humping.
'Shit- Lucy, you're... so... tight!' he said
'I can get tighter.' she purred and in a moment she was
It was almost painful how good it felt as his cock was gripped at every inch by the heat of her sex. He had to struggle to get it in and with every push there was a gush as so lubricating fluid was forced out. He continued pounding her like B-17s over the Ruhr Valley, enjoying the feel of her cunt and sight of her great wobbling tits in front of him. She couldn't contain them with her hands as they were gripping the sheets, so they bounced about happily on her chest.
'Oh fuck- Ben, you're going to split me in half with that.' she groaned through gritted teeth
He dug in deep into her to catch his breath and let his legs relax a little. She wrapped her legs around him in fear that he would leave, which made him fall into her face first. Nestled between her bosoms, he was glad it happened.
She made to hug his head, ballooning her tits around his face so that it was engulfed with warm tit meat. From his bowed position, he continued to draw out and pounce back into her, shaking what could not be contained. They fucked like that for a minute until his legs were too tired to lift his pelvis anymore. She picked up on the weakness and uncrossed her legs, then flipped him over with a martial arts flip trick.
Now on top of him, she leaned back and rouged her hips, riding his disco stick like a butter churner.
'Like the view?' she asked with a smirk
Her already huge tits looked ginormous from below, he reached up with both hands and seized them 'The feel is better.'
'I bet it is.' she mewled before lifting herself up and slamming down, resuming the intense part of their fuck session.
As she rode him, hair getting tossed about her head, he held her firm, warm tits in his hands. The fingers disappeared in the flesh as sheer mass of them overwhelmed the digits of his hand. He lifted them, tossed them, and bounced them together, loving the way they wobbled as she rocked on his cock.
'Oh, Lucy... fuck- you're amazing.' he grunted as his dick was milked by her cunt
'Yeah, I know.' she said with a pompous sneer he wanted to wipe off her face with a kiss or his dick
He sat up, pulling her into an embrace so they could lock lips while she rode him, tits being forced to the sides of his bare chest. He shifted an arm under hers and in a sudden movement lifted her up as he stood. He grabbed under her other arm and held her on his dick as she wrapped her legs around his waist. They had a small standing fuck session this way.
'Oh- my- Ben- You're so... strong...' she cooed as she buried her face in his neck
He thought of his similar situation with Julie and turned around, bouncing her on his cock with each step as he did so. He then slammed her down onto the bed and firmly mounted her
'Oh fuck Ben!' she squealed
'Oh my god Julie, you're so tight.' he said
'Julie!' she squealed
'I meant Lucy!' he said as he acted surprised
She began bucking and thrusting, trying to get him off her as he tried to stay on the mount like a bull rider.
'Oh fucking no you didn't say another girl's name!' she said
She was really strong and several times almost bucked him off like an untamed horse. All the while squeezing the life out of his cock and stirring her gut with the hose of man meat. The bed actually shifted out of its place and everything on display bounced with her effort as he held on onto her by the shoulders. Eventually she eased off bucking as she became overwhelmed with the stuffed pleasure of his donkey dick being shoved all over inside her.
'Fuck Ben- why do you have to have such a huge cock!?' she cried as she gave up, feeling too good to keep trying to throw him off
He resumed fucking her as he said 'It's for both our pleasure.' with a caress to her face
Her beautiful face was flushed red with effort and pleasure, and made him think about her true nature
He said 'Lucy, I want to see the real you.'
‘Why see the real me, I can be anyone.’ She said with a smirk
Her skin grew darker until it tanned, her cheeks inflated like chipmunks and hair turned into long black pigtails. In no time, he was fucking Julie Yamamoto again.
'Oh, nice.' he said as he slowed his rutt, trying not to bust
'You don't sound too excited. This is who you wanted to fuck right?' she asked as she bit her lip teasingly
'No, I wanted you.' he said 'I said her name because I wanted to see if I could stay on you when you began bucking to toss me.'
'Come on, there has to be some kind of fantasy you have with your girlfriend you want to live?'
He continued pile driving Jul/lucy with indifference, deliberately slowing his pace because he was going to nut inside the tight, hot alien.
‘She is not my girlfriend.’ He said defensively
‘Oh, right. Sorry, my bad… of course she isn’t…’
She skin shifted again, becoming a more bronze tone. She became slimmer and fitter, her face more beautiful than cute. Straight, long black hair fell around her head and her eyes turned nearly black. The feathers in the hair, her only clothing besides the dress she wore earlier, signified that he was now on top of Kai.
That was something fresh and he really wanted to fuck his oldest crush, so he hooked an arm under her leg and pulled back. He scooched of the bed and lifted her pelvis up so he could get a deep angle for penetration. He hauled the muscular leg over his shoulder and began pumping into her split sideways.
‘Come on love, give it to me like you’d give it to her.’ She begged
He went to town on his Native American crush, she twisted sideways to accommodate his position, fat tits falling on top of each other as she shook and moaned. His balls dragged along her inner thigh as he thrust against her, eyes shifting between the ecstasy evident face of his first crush and the jiggling masses of her boobs.
‘I know who really want…’ she said before shifting again, her hair growing longer as her skin went whiter and became speckled with freckles, her face got more handsome and her eyes filled green. He cursed inward when her hair went red.
'Fuck- really?' he grunted
She just laughed as he went ham on his first cousin. He couldn't help it, the sight of those green eyes so like his and lovely red hair sent him into overdrive. The skin on skin slapping sound overtook the creaking of the bed and their hyperactive breathing for loudest noise in the room as the sweat glistened on both their bodies.
'Ooh- oh oh Ben, ooh- so you have more in the tank.' she purred as he went hard
He just blushed on top of his exertion flush, happy to be fucking Gwen again but embarrassed that it was really Lucy.
'Soo you dooo have a thing for Gwen?' she giggled
He repeated his move from earlier, dropping the leg in front of him so he could turn her around as she said 'I always kind of figured, the way you two carry on.'
He mounted Gwen from behind and hit it doggy style, bouncing his hips off her fat white ass and making the twin globes of her cheeks jiggle with each bounce. He reached down and grabbed a fist full of red hair to pull her head back as he pushed down on her lower back with his other hand, exaggerating her bend to get his horse cock as deep as it could go into her.
‘Ooh fuck! Keep it up!!’ she squealed
He let go of her hair, allowing her to fall back forward onto the bed on all fours, propped on her elbows with her legs over the edge. He bent over her as he went to pound town, reached around and began playing with her clit with one hand, the other went to her boobs. As he took the nipple in a groping hand and started using his gaming fingers on her sweet spot, she turned to putty in his hands.
Literally, she lost her shape and turned into a semi humanoid blob of warm, dark pink jelly. She was still tight around his dick but there was nothing to grab so he stood up and looked at the shapeless glob he was fucking. Then in an instant she reformed as her true self, on her back facing him.
Her skin went from white to the smooth pinkish/purple, her eyes lost all their features, becoming a luminescent violet. Her hair turned into the thick, sludgy off colour dark version of itself, framing her still pretty face and running down her back with the exception of some long antenna like tendrils from top that framed her still beautiful face. Her tits maintained the magnificent size and shape. He thrust into her again, forcing all the air from her lungs in a drawn gasping moan as he stuffed his 19 inch wrist thick dick back into her.
The sight of her in alien form excited him beyond words and he planted his hands besides her to deliver heavy, angled thrusts. Each pump buried his dick in her and pushed her across the top of the bed until she hit her head on the wall, repeatedly.
'OOoooh Been, does Xeno turn you on?' she asked as he rocked the bed more than the waves outside did the ship
'You turn me on.' he grunted as he lost his gaze in the portals of her eyes, then the washing of her great purple tits
She hugged her breasts to her body as she writhed on the end of his fuckstaff, losing feeling in her legs as her pleasure mounted. Ben was amazed he was holding on as long as he was considering the tension of her pussy and how hard he was going.
She was huffing and puffing as he leaned on his arms over her, dick still buried in her. Her eyes were half closed and she squealed 'Oh- fuck- fuck- FUCK!'
She was getting close. He dropped a hand to right above the base of his dick and began diddling her clit as he hit her hard. He held himself up with his other arm as she lost herself.
'Ben- I'm... cumming!'
And she came, her mouth opened wide to let what was left of her breath leave on the wave of pleasure that consumed her body. She locked and contorted. Her cunt clamped around his cock as he held his ground inside her, one thrust away from busting himself. Her head rolled around as she came hard, riding the wave of her orgasm. As she struggled for breath amidst the pleasure, he reached over and pinched the light pink nipples of her boobs.
He pinched, twisted light and tweezed as she climaxed, expecting a certain result.
‘What are you- oh- aaahh!’ she squealed
Milk began oozing out of her nipples, at first only when he was pinching but when he let go, it began to ooz, and then squirt. Small geysers erupted from her tits as she came down from her orgasm. He fondled her tits, eliciting more and more milk that was running white down her pinkish skin. He didn't have the mental energy to wonder how a mud based alien had functional, milk producing mammal breasts, it was hot and he wasn't going to question it. His dick was calming down slightly in her cunt, still in the oven as she was hot and ready but becoming docile with his own inaction.
He was also hot and ready and so pulled out, a loud slurp he was getting used to accompanying the sight of him pulling a foot and a half of dick meat out of her. Once it was free there was the usual gush of pent up fluids and he stroked his hot, hard, wet and ready cock as he walked on his knees over her body.
She got the hint and took hold of his dick, setting it between her massive mammaries. He held them together even as milk was oozing out still, using that as additional lubricant as she began grinding her chest against his cock while he ground her tits together like a caveman trying to make fire. The head was weeping precum and she licked up as he thrust against her torso, fucking her tits like they were just another cunt. His balls dragged along her abs as the hot skin of her boobs and the warm milk they produced slathered all over his dick, covering the pale skin milk white.
She began sucking on the head and he came. Not a hard burst like he was used to but a more gradual orgasm that was no less pleasurable. He felt the spooge ooz up the tube of his dick and then saw her react as her cheeks were filled with his spunk. They ballooned outward and she swallowed the first blob whole, then gagged on the second. She choked and spat out the creamy white loogy of saliva and sperm as he continued oozing cum onto her face, staining the pinkish skin as white as the milk from her tits.
He shuck and stroked his dick, getting small ropes of cum to shoot out and decorate her body for him as she smeared the fluids into her, absorbing them into the clay like structure of her body and turning her cream covered features dark pink and purple smooth again. Soon it was only a trickle and he flopped onto the bed besides her.
He threw an arm around his naked, alien girlfriend and was suddenly fine with the idea of being stuck with her on a boat for seven days.

Thank you for reading, please leave a review and if you would like to discuss further suggestions or ideas, visit my thread at http://www2.adult-fanfiction.org/forum/index.php/topic/60592-praetors-discussion-thread/page-2#entry393085
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Ben 10: Omniharem	By : Praetor Category: +1 through F > Ben 10 Omniverse Views: 112858 -:- Recommendations : 0 -:- Currently Reading : 5
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Ben 10: Omniharem