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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
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Ben's girls
Chapter Thirty-one: Moonlight
By Jehuty-Prime
'Like the sun we live to rise.'
Shuffling through a series of miscellaneous obstacles that included various forms of energy firearms Fourarms(Ben) pushed himself harder. He was in a Plumber base training dome for 'mandatory' training that included all fundamentals Ben ever cared for. Max was nearby standing in an observation balcony of the training dome surveying his grandson's practice with an air of professionalism and seriousness.
"Remind me again why I need to bother with all this stuff, grandpa. I already have like six years of experience fighting all sorts of villains and crazies." Fourarms called out to Max before barely ducking his head to avoid several small concussion missiles.
"It's always important to practice the basics, Ben, you've learned the hard way that the Omnitrix wasn't always reliable. The same can be said of the Ultimatrix, so It would help to train your body and resourcefulness should the circumstance arrive that you can't use the watch." Max spoke through the speakers.
Fourarms reluctantly nodded and returned to hurrying through the gauntlet of various non-lethal weapons and traps. Helen sped by and blew him a taunting kiss before blurring out of sight through the gauntlet. The lean blue alien girl nimbly dodged, ducked, and flipped over obstacle as though she had the most experience.
Helen was nearing the finish line when she purposely wriggled her rear and tail at Ben in both a seductive manner as well as a tease. Fourarms looked dumbfounded for a split second before shaking it off and returning to training, next to him he saw Elena Validus suited up in a black skin tight body suit flip over some obstacles while barely avoiding stun energy blasts, even though she had no alien augmentation to speak of she was still a league ahead of Ben. The suit was similar to the ones CC and her team and it brought out her feminine curves even more so, her hair was tied back into a ponytail so that it wouldn't get in her way.
"Keep your head in the game, Ben honey. This is just a trial run after all, no need to feel pressure."
Fourarms looked and noticed that the voice was of Holiday speaking through the microphone in the observation deck with Grandpa Max. She had a genuine look of pleasantness written on her face when she noticed Ben looking directly back at her before nodding his head feeling reassured.
'Here I come!' Fourarms thought before breaking into a sprint across his next obstacle which was a mildly electrified floor grid. He used his Tetramand natural physicality to clear the hurdle in one jump and caught up to Elena, who was using one plasma pistol in each hand to fire sideways at the stun blast turrets shooting at them. Each shot she landed successfully destroyed every turret aiming at her and Ben, Fourarms whistled in amusement.
"I gotta say you definitely impress, Elena! Each shot was right on the money!" Fourarms called out to her while dodging another turret energy pellet.
Elena, who appeared as beautiful and sophisticated as she always did with her bouncy medium length dark hair as well as her maturity, nodded and smiled in acknowledgement right before ducking an energy pellet. "That means a lot coming from you, chubbycheeks. I may not have powers but dual wielding alien tech firearms are one thing I excel well at, also science technology."
'Chubbycheeks? That's a new one.' Fourarms quickly turned his head back forward to see a brick wall rise up from the ground before him, he quickly shielded himself all four of arms and crushed his way through like a juggernaut. He then turned his head back to Elena across from him. "I almost forgot you were studying that field as part of your Plumber training, we need to do a lot of catching up. Since we're together we do spend some time to learn more about each other." Fourarms said seeing the finish line mark up ahead with Helen standing there waiting.
He heard Elena giggle right after landing a successful flip over another Taser panel. "Ben we've known each other for years, there isn't anything i don't know about you, but I agree a romantic evening between you and me only sounds like a sweet idea." Elena agreed after crossing the finish line mark at the same time Fourarms did.
The green glow lit up changing Ben back into his human form wearing his usual get up.
"Next time we do this, Helen, I'm going XLR8 and we'll see who's faster." Ben said to the blue alien girl right before she along with Elena come up to get pulled into an affectionate hug.
"I'll hold you to that, maybe we could 'other' things while you're in XLR8 form. I've always been interested in how Klinicerans mate." Helen said with sexual allure in her tone before she placed her black lips on Ben's for a steamy kiss. Elena pouted slightly at Helen kissing Ben first, but as soon as she let go Elena moved in and practically sucked Ben's lips into her mouth with a very energetic liplock.
They remained like that for nearly two minutes until Elena removed her mouth from Ben's with a plop. Helen muttered something like 'competitive much?' before Ben spoke to the two.
"I'm actually interested in how sex feels when in XLR8 form, let's make it a date for this Thursday?" Ben asked and feels alleviated when seeing Helen's face light up.
"Of course, I'll just make sure to wear something that shows off a little more blue, if you catch my drift, Ben." Helen practically purred her response leaving Ben a little wooden downstairs, but nevertheless he turned to face Elena to give her his proposal for their date. "You and I will go out tomorrow night, maybe visit a few places that bring back some childhood memories."
Elena smiled purely and leaned in for a peck on the cheek. "Totally, I'll show you my old lab or maybe the soccer field where we made love for the first time. That's an afternoon I'd never forget, though I still wonder if anyone saw us in the park. We were out in the open daylight after all."
Ben and Helen chuckled a bit when they noticed Max and Holiday walk towards them; Holiday as usual was dressed in her lab outfit but never passed up a chance to lift up her tight skirt in front of Ben and give him a show when no one else was around. Max was always wearing his Hawaiian red shirt with pants even here in a Plumber base, he was still technically retired but made it his responsibility to oversee Ben's training as a Plumber agent.
"Not bad for all three of you, but chatting in the middle of a gauntlet slowed down your mark time. Regardless of speed Elena's marksmanship skills are very impressive and Ben's use of Tetramand physique will certainly be noted. Helen too did well since she stopped using her enhanced speed after the start of the gauntlet run. You've all done exceptionally well, but then again this is only level one." Max said with a smirk, when he saw the mildly shocked expressions from the three he almost wanted to chuckle, but instead he pointed back to the locker rooms behind the training arena. "Now go clean up and enjoy the day, dismissed."
"Yes sir, Grandpa sir!" Ben said in an almost humorous way as he headed to the boy's locker room to clean up.
'Okay so Elena's date night with me is tomorrow and Helen's is Thursdays. Holiday mentioned to me earlier that she wants a Saturday evening alone with me at her place and Friday I'm going with Jennifer Nocturne to a movie showing. I'll need to plan out the solo date nights for the rest of the girls of course but tonight its Gwen's night with me and I plan to make it special.' Ben thought to himself.
Later on…
"So where'd you buy that suit anyway; the 'warehouse for teen boys with no money'? It looks cheap." Kevin commented as he sat in the desk chair of Ben's room. Ben was in front of a body mirror checking himself out in his newly bought tuxedo. Evidently the material felt and looked somewhat inexpensive but Ben was told this was the best quality given his finances. It was a simple looking tuxedo tailored to Ben's size and shape, he personally felt it was too formal but if Gwen was going to pretty herself he figured he'd do the same.
"Yeah I'll defer to you on that, Kev. Besides it's not like I have a whole lot of money right now, I just barely got initiated into the Plumber business. When I officially start, which will be soon, I'll get lots of money from working for them and doing missions." Ben explained when he just now finished tightening his bowtie.
"There finished, now to go meet Gwen for out date. I have it all pretty much planned out, but I'm still worried about disappointing her in any way." Ben looked back to Kevin as he stepped away from the mirror and walked to the door.
Kevin sighed and stood up to put a hand on Ben's shoulder. "Listen to me, dude; you'll do fine. Heck you shouldn't even be worried about impressions and all that stuff, you and Gwen know each other inside out and on top of that you and she screwed many times already. I doubt she'd care about any of that base stuff, in fact I doubt you two have gone way beyond that already. At this point you're practically engaged."
Ben appeared in awe at the wise words of his friend and nodded gratefully before smiling with confidence. "Wow, never expected to hear all that from you, Kevin. Thanks, I actually feel better now. Later, Kev." Ben then walked out of the room and headed downstairs.
When Ben trotted down the stairs of his home he came across the stunning sight of Gwen standing by the door waiting for him. She dazzled him with the sight of herself in a shimmering red dress; it wasn't sexually transparent but it was classy with its spaghetti string straps on her elegant shoulders and trim skirt trail stopping at her knees and showing off her left thigh. Her hair was done so that one side elegantly draped over her chest with rest neatly done combed along her back. (Her appearance resembles that of Jessica Rabbit, but without showing off large cleavage, Gwen's look is classier and brings out more of her sexiness.)
Ben felt like his jaw dropped at the sight of her, she was absolutely beautiful inside and out. Walking up to her Ben smiled and took her hands into his. "You look amazing, Gwen, you always have but right now…just wow." Ben stammered a bit and Gwen giggled right before leaning close for a light kiss on the lips.
"I'm ready whenever you are, loverboy." Gwen said with cheerfulness right before placing her hands on Ben's bowtie to adjust it a bit. "What? It was crooked."
'Kevin was right; me and Gwen are already like a husband and wife.' Ben thought in amusement when Gwen hooked her right arm around his left as they walked out of the house together.
The evening started out with Ben, going old fashioned in regards to his grandfather's advice, took Gwen to a dinner at a restaurant where they served her favorite dish; Italian. Gwen often found herself smiling at Ben's expressed determination on doing this date 'old school', truthfully she didn't care how the date was presented as long as she was simply sharing time with Ben alone.
"Ben you have a little something right here." Gwen gestured with her finger, she was sitting down at a table across from him twirling some spaghetti around her fork.
Ben scratched his chin a bit hopelessly missing the spot where the food stuck, Gwen sighed and reached over to wipe it off for him with her napkin.
"You're hopeless, there got it." Gwen said before withdrawing leaving a chuckling Ben in his seat.
"What's so funny?"
"Nothing it's just that this feels….natural in a way. We've always been at edge with each other when we were little and now neither is ever without the other. That's just my thought, sorry if it sounded-"
"-Weird you mean? It wasn't at all, we were both brats during that summer, but you always stepped up to take of things like saving the day punching giant mutant in the jaw. I usually had to pick you up and dust you off but nothing belittles the great things you've done. At ten years old a kid with an alien watch saved the world time and again, with some help from us of course, and you're right about one thing; I certainly would never want to be without you, Ben. Of course it's natural for us to be together, we have been for as long as I can remember, I don't even care that I have to share you with the other girls." Gwen said without any hesitation. "I don't care how it sounds but I don't care." Her left hand went to his on the table with a gentle squeeze.
Ben didn't know what to feel except for boundless love and loyalty for the girl staring back at him, no more words needed to be spoken. He got up and leaned over the table while she did the same so the two teen heroes' lips met together in the middle. People in the restaurant usually minded their own business and most did, but a few onlookers couldn't help but watch the overly cute affection the two young lovers exchanged.
After a few minutes of kissing the two gently detached from each other, Ben quickly looked to the far right to see a mariachi band playing and looked back to Gwen. "Feeling like hearing a complimentary musical number by the restaurants mariachi band? I'm sure they play great 'happy birthday' music if you ask them to." It wasn't her birthday; Ben just wanted to mess with her.
"Don't you dare." Gwen said with eyes aglow.
Eventually the two left the restaurant and Gwen quickly chanted some words of magic when they were out of sight of prying eyes. In a swirl of pink magic the two teleported from out the restaurant parking lot and into forest scenery.
"Gwen? Where are we?" Ben asked looking around at the trees and natural landscape. It seemed familiar but he still wanted to know for sure.
"I'm surprised you don't recognize this place, look over there." Gwen said with a smile and pointed over to a small waterfall area. Ben's eyes went wide and the memory came rushing to his mind; the visual of Gwen underneath him moving her body in sync with his thrusts while they both lay on the soft soil ground.
Ben looked to Gwen with an expression of revelation. "This is the place where we-"
"First made love, yeah. Hehehe, come here, Benjamin." Gwen said moving herself closer until Ben pulled the redhead beauty into his arms and began making out with her slowly yet passionately.
Lips squishing against lips, there was no tongue action yet for it was all purely romance without the need for eroticism yet. Ben's hands went to her hips and pulled her up close enough so he could feel her breasts even through their clothing. Gwen's hands felt up around his chest and gradually unbuttoned his white undershirt in a trail down to his belt.
Slowly his overcoat came off and Gwen was wrestling with the small buttons as Ben began sliding off the spaghetti straps off her red dress from her shoulders. With a slip of clothing the top of Gwen's elegant dress came undone and left Ben with the full view of her ample sized breasts. He wasted no time he cupping them in his palms while the rest of his shirt opened up freely with Gwen's smooth hands massaging his chest.
Both of them were impatient yet they had wanted to enjoy this for as long as possible, Gwen moved her head down his head and placed a few kisses around on his neck while Ben gripped her buttocks through red cloth. Using his strength he picked her off her feet so that she could wrap her legs around his waist while still wearing the lower half of her dress. Her shoes were off and Ben's pants were coming down, the two were still clung together when Ben slowly dropped to his knees with Gwen on his mouth once again. After a few seconds of undressing each other they got to a point where Gwen tried something new on him; he sat on a stump fully nude with his erection standing out while she pressed herself up close to enclose her breasts around his dick.
"I think this is my first time trying a boobjob on you, Ben. I hope I do it right." Gwen said licking her lips as she pressed her chest closer and hotdogged his cock between her fleshy mounds.
"You'll do great, Gwen." Ben reassured and gripped the edges of the stump while she began slowly pushing her boobs together letting Ben feel her soft orbs smoothing over his member.
'This feels great…! I wish we'd done this sooner.' He thought feeling Gwen's breasts squish together even more so and seconds later she adjusted her hands so that she could start moving them up and down.
'Hhhgggh…oh wow Gwen!' he thought when she carefully increased her pace, the feeling of those soft mounds massaging his sensitive shaft.
The redheaded seductress then tipped her head forward a little so she could lick the tip of his penis while still stroking him with her tits. Gradually she picked up pace and pushed her mouth further so she could worm her tongue around the head of his cock, she was slurping it eagerly and tasted Ben's precum on her lips.
By this time Ben felt his body spasm a bit as his back arched and his grip on the stump edges increased to the point of splintering bark off it.
With a loud breath Gwen heard Ben call out her name when his member spewed forth jets of cum all over her tits and face. Gwen shut her eyes as shots of her lover's semen landed all over her cheeks, lips, and forehead. After a few seconds he ceased orgasm and yet still retained wood, possibly due to the charm's natural augmentations, Gwen scooped some of the cum from her breasts with her left index finger and sucked it into her mouth. She tasted and gulped down as much as she could get like it were whip cream, she even wiped off the remaining white goo from her cheeks by using her tongue to lick around her lips.
After cleaning herself up she stood up and pulled Ben to her, he was still ready for round two and so was she.
'Reinvorgas staminas." She whispered in magical incantation.
Suddenly more life and substance came to Ben's cock thus leaving it to stand up ready for action, Gwen took hold of it with her right hand while she held Ben to her.
Suddenly a faint aura of strong mana energy surrounded them both, but more specifically Gwen, as they continued embracing one another. Ben kissed and sucked all around her neck and collarbone, his lips placed themselves around her upper body and eventually lead back to her now clean face so he capture her lips once more.
Slowly the aura encased both of them in an ambient glow, it was runoff from Gwen's immense magical makeup, soon the two were floating up in there still together in each other's arms.
Then another unexpected mana related occurrence happened; Gwen's hair started glowing bright violet like in her Anodite state. Her hair remained in its usual shape and form, but it was literally shimmering with magical energy and floating around like she was underwater. This sight entranced Ben completely, her beauty in this violet radiance magnified and made her appear as an angel to him.
"Gwen…?"
"Hush now, Ben. Let me take care of you." She whispered pressing a finger to his lips to silence him while stealthily inserting herself on to his manhood, Ben breathed in hard when he felt Gwen's fitting pussy enclose around his meat. She did a good job sneaking her hips onto his, they were still hovering in the air as if the gravity was turned off, but it only added to the mystic romance of their intercourse.
The aura expanded around them in the midst of their lovemaking as Gwen rampantly rode Ben in mid-air; her hips bucking against his in wild cowgirl fashion. The squelching sound and sensation of his hard/moist appendage continuously bouncing back into her tight depths gradually sent Ben into a frenzy. His hands grabbed her hips and without restraint he thrust his hip upward into her pussy a bit roughly, but still maintained a gentle rhythm.
In the middle of air the two kept at it for several more minutes, currently Ben held Gwen's ankles at his sides as he wildly slammed his meat back into her pussy. She was arching her back as their hip bones grinded each other for nearly five more minutes until Ben held her entire body close to him when his cock twitched in spasm along with her convulsing pussy. The feeling of Gwen's vaginal muscles contracted on his meat while in sync with him cumming inside her once again.
'He's filled me up again. I can't actually feel some of it dripping out.' Gwen thought to herself in sexual relief while holding him in her arms as they descended back to ground level. The magical aura surrounding them had dispersed as they lay on top of each other naked and sweaty, but both very content and happy together.
"Ready for round two, Ben?" Gwen asked sweetly to her side, Ben instantly nodded.
"Just cast that spell again and I'll show you ready." Ben answered back with a smirk as Gwen's eyes shone in bright pink.
Seconds later Gwen was pressed against a tree trunk with one leg being held up over her lover's shoulder, her ass was spread open by Ben as he guided is now re-hardended cock into her second hole.
"Ooaaawh!" Gwen screeched a bit when she felt her anus pry open with Ben's sausage sliding right into it. Ben himself felt his endurance waiver a bit since he usually doesn't do anal, but the uncommon sensation of Gwen's tight ass felt too good to ignore.
His free left hand went to her moistened pussy and frantically rubbed around it in rotations thus making her breathe harder while he pounded her supple ass. In and out repeatedly her shoved his meat into her backdoor while masturbating her, his palm rubbed the surface of her pussy lips in circles before strongly fingering her pussy with his middle finger.
It was Gwen's turn to tear the bark off the tree surface with her hands, after a few more minutes of more anal sex Ben took one hard breath and made one final thrust before filling her Gwen's anus full of sperm. By this time Gwen had also succumbed to climax and nearly destroyed the tree bark with her powers when she had her orgasm, her pussy convulsed on Ben's hand several times before finishing.
Ben leaned against the back of body against the tree simply basking in her presence, the simply laughed to themselves while they held each other for several minutes before redressing themselves.
"I love you, Gwendolyn Tennyson. I always will." Ben whispered to her as they stood naked together in the moonlight.
"Yeah, I know, but know that I love you too, doofus. I always will no matter what." Gwen whispered back before letting her lips close on his one more time.
Eventually Gwen teleported themselves back to the restaurant parking lot via magic so Ben could drive her home and drop her off. She could've teleported them to and from every place tonight, but Ben insisted on keeping the date as close to tradition as possible.
When they drove to Gwen's home Ben followed her inside, both fully clothed of course, and noticed that her parents weren't home from their night out yet.
Ben still didn't know what to make of Aunt Lily's arrangement with him, he wasn't entirely sure if Uncle Frank was in a good place with her but it seemed he was mistaken since they were out on a date night as well. He would talk to Lily later and conclude this insane relationship he had with her, but it seems that at least things were working out with them after all.
"Oh I forgot; Eunice is staying with me tonight. She wasn't comfortable at the Plumber quarters that CC owns so she insisted on sleeping here. In many ways we're like sisters since her DNA came from me and that she knows most of my thoughts like they're her own, but without mom or dad here I can guess she was probably bored out of her mind." Gwen said looking back to Ben with a surprised look that she forgot something important.
"Well let's go see how she's doing." Gwen said back to him as she turned her key to open the door. The inside of the house was mostly without lights except for one light source upstairs in Gwen's bedroom. Walking up the stairs Ben and Gwen came to the bedroom door, when they opened it they saw Eunice lying on her belly with her feet up watching Gwen's television apparently very bored. She was wearing a long light yellow t-shirt over her body like girls sometimes wear as pajamas, when she heard the door creak open she looked up at them with a now brightened smile.
"Hey you two! How was your date?" She bounced up off the bed and jumped at Ben to pull him into an affectionate hug. Ben nearly toppled over when she did, but remained on his feet and hugged her back.
"It was amazing, Eunice, but I'm sorry I left you here with nothing to do. I don't have Sumo Slammer video games like Ben does or anything besides books and a computer." Gwen apologized and Eunice looked to her with a mischievous cat like grin.
"It's alright, Gwen, remember that I feel what you feel sometimes and tonight I was overwhelmed by all the intensity you two shared. I was actually getting very aroused when sensing all the lovemaking you two were doing, if it's alright could I share in on some of that?" She asked innocently in an almost childish manner while she stroked Ben's chest through his shirt.
Ben looked to his redheaded lover with a shrug and a lopsided grin. "I suppose I'm up for a bonus round, how about you, Gwen?"
Eunice looked at her with a puppy dog expression and she had to admit she was doing a good job of it, Gwen's green eyes darted down to the space between her legs. The part where her long shirt cut off was where she caught a glimpse of her white/pink underwear, it was apparently moist. Eunice must've been masturbating to cope with the flux of sexual interactions Ben and Gwen shared moments ago. She had to oblige the girl.
Gwen giggled a bit and nodded before casting a charm type of spell around all three of them in a swirl of pink energy.
In a matter of seconds clothes were scattered, bed sounds were creaking, and three teenage bodies pressed together in heated romance.
The lithe form of Eunice sat on the bed with her legs crisscrossing Gwen's in a scissoring position, her eyes were ripe with bedroom lust as she pressed her moist pussy snugly against Gwen's. Blond pubic tangled with light red hair, vaginal lips smothered against another while Eunice's lips now sucked in the head of Ben's member. With a wet plop Eunice's mouth briefly let go of Ben's dick for about a few seconds before placing her mouth back on it to suck the tip a bit harder.
Ben was standing on the bed with his length at the blonde's face while Gwen took her creamy skinned left leg with her right hand so she could kiss seductively and slowly around her ankle.
Gwen and Eunice were both fully naked, while they were grinding their pussies together Gwen cupped her own breasts with her free hand, strangely enough Eunice was doing the same with her own tits. Where Gwen was fondling her ample bust Eunice was pinching her own nipples and forcing her mouth further on the appendage she was sucking on.
The lights of her bedroom were dimmed a bit while they continued, Ben hypnotically pushed his hips ahead so he could feel Eunice's throat now engulfing his penis, she accepted without pause and began bobbing her head on it.
Gwen could hear the sucking sounds her counterpart was making; now she felt the need to grind her pussy against hers even harder to the point where Eunice audibly moaned with Ben's meat down her throat.
"Ggghg!" Eunice choked a bit in response, her lower body jerked a bit in sync with the redhead's pussy grinding hers. "Hhgggn!" She moaned again which lead to her cunt juicing all over Gwen's own pussy.
After feeling the splashes of Eunice's juices Gwen moved herself off of her crotch and crawled toward Ben. Eunice was about to bob her head faster but Gwen butted in by placing her face on the other side of his cock, her lips and tongue went to work immediately.
Where his shaft was being swallowed up by the ever so beautiful Eunice his testicle sack was being licked up by Gwen, the redhead minx altered between sucking in one and switching to another leaving Ben to crane his head back in response.
Both girls hummed as both sets of lips slurped here and there on his genitals, Ben had placed his hands on each of their heads while they continued licking up both sides of it cock. Gwen and Eunice kept their own hands occupied underneath each other's bottoms, where Gwen had her right hand rubbing/fingering Eunice's pussy the blonde nymph did the same by pinching/fingering her cunt.
After almost eight more minutes of foreplay and fellatio Ben felt his dick explode inside Eunice's mouth, she closed her eyes and sucked up as much gooey manjuice as she could before he pulled out of her mouth to cover Gwen's face with a few spurts.
The redhead went over to her and pried her mouth open with her tongue letting globs of semen flow into her mouth and down her throat.
"Hmmm…!" Both girls moaned and hummed while they made out with cum covered tongues, Ben felt his organ soften a bit at first yet seeing this sight made him regain some solidity.
They finished a few seconds later and Gwen had cast a magic spell that wiped their mouths and tongues clean of cum, though they still had already swallowed plenty and enjoyed the taste.
Now Gwen was on top of Eunice on the bed, both sets of breasts squishing against each other's with their legs crossing together. Both girls' pussies showed fully to him as he knelt down behind them guiding his penis to Eunice's juicy cunt.
With a forceful shove Ben entered Eunice and started thrusting into the blonde beauty, Gwen was on top of her for support as well as another exchange of saliva with their lips. Tongue sucking exchange was the only dialog the two girls shared at the moment while Ben's slick cock repeatedly penetrated the tight fleshy hole it was inside.
The bed creaked several times before he withdrew his member and guided it into Gwen's waiting womanhood; with another insertion Ben's girth reentered her love canal. The soft moist muscle tightness of Gwen's pussy was always welcoming sensation he felt on his sensitive tool, sure he would do anal more often but nothing beat traditional sexual intercourse.
"Ohhh Beeennn….!" Gwen cooed with her pussy stretching because of Ben's dick inside, he made more effort to slam his hips into her butt. He continued on like this until he alternated back to Eunice to plunge into her hole as well, the new girl felt herself smile on the inside for having this humdrum night take an upbeat with him and Gwen making love to her. By the time she finished that thought Gwen started using her tongue to lick around inside her mouth, both girls continued on like this while Ben kept plunging his length into them alternatively.
Later Eunice's legs wrapped around Gwen's lower back as Ben made one last shove into her pussy allowing a loud groan to escape as well as another deposit of sperm into the tight spongy passage that is Eunice's pussy. Gwen already had her fill when she came earlier due to Ben fingering her cunt during his turn with Eunice, it seemed he had greatly improved his foreplay skillset while being in the other universe.
After finishing filling Eunice up Ben slumped back onto Gwen's comfy bed for rest with the girls quickly joining him. It seemed obvious that he was to sleep it off here in Gwen's house for tonight, but he wouldn't have it any other way.
Later that night he had a very special kind of dream he hadn't had for a while…
(Enter Dreamspace mode…)
Blinking open his vision Ben found himself once again in the dream world subspace that leads to Amalia. He was still clothed but he was dumbfounded; he thought this realm couldn't be accessed anymore since his return.
"I'm here again…maybe now I can find Amalia and see if she's okay." Ben said out loud to himself and floated around until the subspace energy of pink and violet changed. The background blurred and soon the scenery of the inside of his house came to be.
'Changed right now? I'm looking for Amalia, I don't have time for this!' Ben thought in annoyance when he landed on the ground as if gravity applied once more. His eyes scanned the room he was in and he noticed he was in his own house, the last time these dream sequences became like this he had dreamt of young Gwen and Sandra Tennyson.
'I'm actually almost afraid of what happens next.' Ben thought walking around until a small noise coming from the darkened dining room caught his attention. He turned around to see a feminine silhouette mixing a stick inside what appeared to be her drink.
"Hello? You have any idea why I'm here again? If not then can you at least tell if Amalia is around?" Ben asked when he walked closer; just then the lights came on in the dining room thus showing him a redheaded woman sitting on a barstool before a domestic bar that appeared to be in her late twenties. Her hair was medium length and styled reminiscent of a 1950s look, her eyes were a piercing blue and she wore a dark hoop skirt with light blue sweater over her adequately large bust. (FYI look up the episode 'Moonstruck' of Ultimate alien and you'll see what I mean.)
"What's shaking?" The woman asked in polite yet classy way of greeting when she looked at Ben. "Care for a sit down with me? It's kind of lonely here, you know."
"Amalia? Is that you?" Ben asked coming closer. She smiled and tipped her glass to her lips to take a sip, Ben couldn't put his finger on it but he felt she seemed familiar. Taking a seat in the barstool next to her he waited for an answer.
"Not exactly, you already figured you're in the dream subspace, right? Among your other dream girls like tween Gwendolyn and your blonde bombshell of a mom I'm dream girl number three. Oh and I'm not Amalia by the way, if I had to guess I'd say she's unavailable right now. She'll come out sooner than you think though." She said with charm before casually placing her left hand against one of his thighs.
Ben would be nervous or aroused, but he had long since gotten used to the strangeness of this charm induced dreams. 'What does she mean by that?'
"Okay, but what's your name?" Ben asked when the mystery woman crept closer to him and placed her lips near his left ear in a seductive manner.
'Just call me Verdona, kiddo." She whispered before lightly flicking his earlobe with her tongue.
Ben's eyes went wide in realization and before he could react his mind went into a haze of bodily need, this feeling felt similar to the charm effect and he was now a thrall to it in this 'world'. The woman certainly did an effective job of drawing him to her charming allure and beauty. She was apparently young yet mature all the same, he realized what she meant and that ignited some doubt in his mind.
"V-Verdona Tennyson? My grandmother…?" He struggled to say while fighting the sensual urges flooding through his mind and body. This woman before him, while beautiful and young, couldn't register in his mind that she was Verdona Tennyson of the past. Nevertheless Ben felt compelled and drawn to her, she was so classy and well versed in the game of teasing since she was now placing her hands at her blouse to undo the buttons in front of him. Little by little her blouse came undone and he saw her bra covered DD size breasts struggling to break free of their confines.
He couldn't fight his erection springing up through his pants but he was able to at least speak without letting the haze of lust bog his mind too much. "W-why? What is this for? I only came here to see Amalia, I need to know if she's okay…"
She smiled and leaned forward enough so that her warm strawberry scented breath could be felt over his neck, she grabbed one of his hands and guided it to her bust letting him grope one of her large tits.
"Hmm, like I said, kiddo; you'll see her soon enough. She isn't dead; she's just going through a rebirth of sorts. As to why this needs to happen…well you tell me since this is inside your own personal charm induced subspace after all. You've had dreams before and yet you went along with the urges those constructed fantasies inspired in you. Like them I'm just another part of her that needs some 'satisfying', so if you'll please sit still and let this play out. I know I want it to." She whispered with finality before drawing him closer and sucking his lips onto her own, Ben accepted and melted into her embrace while still squeezing her large breasts lightly.
She let herself sat onto his lap with her legs on either side of his hips while she continued romantically sucking in Ben's breath with massage of lips and inhale of his tongue. Her skirt rode up enough to see garters attached to stockings and Ben busied his hands undoing her bra from the back, young Verdona didn't care much for foreplay but she would play it out to every detail of needed desire.
Seconds later the older redheaded woman lay on top of the boy in a sixty-nine position with only her stockings with garters on along with a bunched skirt around her waist. Her large breasts held Ben's erection firmly between them while she licked the top of his cock side-to-side. Ben had only his jeans on and they were dangling off his feet as he smothered his face against the woman's more mature yet youthful pussy, his tongue pried her vaginal lips apart and dove in. licking up/down and all around Ben eagerly lapped up Verdona's pussy with her inner thighs clenching tight on his for every shudder he caused her.
Her head bounced up and down on his cock with her tongue slowly trailing along each inch of shaft she took in, she couldn't take that much in since her glorious orbs of flesh smothered much of his member.
Ben was enthralled with this service she provided him and he returned the favor by using his left hand to finger her pussy while his other grabbed/squeezed her buttcheeks while he continued eating her out. This caused her to buck her hips frantically on his head while screaming inwardly with cock in her mouth, soon her inner thighs enclosed on Ben's face nearly suffocating him as she gushed out orgasm juices into his waiting tongue.
He hadn't come yet but he was sure on his way with Verdona using her hands to jiggle her breasts on his dick. The soft orbs had an amazing effect on him and soon he would lose it, she made sure to go faster and swirl her tongue faster around the head of his dick.
She felt him come when he roughly squeezed her buttcheeks and groaned audibly loud soon after. Verdona his cock spew wads of semen into her mouth and on her lips, she retracted her head and used her right hand to stroke him off and get more cum out of him, to her surprise it worked letting his member spurt forth shots all over outstretched tongue. After a few seconds he ceased cumming leaving Verdona's face and mouth covered in spunk, she used her tongue to lick all around her lips to suck it all up with a gulp.
She looked back at him with a predatory gaze meaning she wasn't done yet; soon the walls resounded with the slamming of the woman's buttocks against it. Ben was holding her up by the hips while she clung to his shoulders, his cock energetically thrusting into her moist pussy, he was an animal possessed the mystic lust of his dreams at this point.
Her legs dangled over his shoulders, her arms wrapped around his neck, her hips bucking against his, Ben was pressed her against the wall and pounded his meat into her like no tomorrow.
'That's it, boy…keep it up!' Verdona thought relishing in the feeling of his slick hard meat repeatedly invading her pussy. She was initially tight down there which made it all the more difficult for him to let loose after the four minutes of frenzied screwing.
Suddenly Ben made one very strong thrust into her pussy inadvertently hitting her G-spot and causing her to cry out, her legs jerked and her toes curled as her vaginal muscles clenched hard on Ben's cock. Ben himself nearly hollered out when he felt his length jerk wildly inside her filling up her womanly vessel with his seed. Spurt after spurt of semen flooded into her womb while her womanhood gushed juices of orgasm.
The two collected their breaths and Ben soon reawakened from his trance and looked into this woman's blue eyes; he felt he saw…Amalia or perhaps another version of her induced by the mysterious magic of the charm influence. In some way every aspect of Amalia's needs and personality traits manifested themselves into living dream women like Sandra and loli Gwen.
'Regardless of the science of it all it seems like Amalia is coming back, it looks like I have nothing to worry about then.' Ben thought before getting his head pulled into another steamy kiss by young Verdona. Their eyes closed shut, their bodies pressed together against the wall with cum seeping out from Verdona's pussy, Ben slowly relaxed into the embrace knowing he had always helped Amalia and that she will come back. The entire dream world faded out letting the young hero return to his own reality…
Ben soon awoke back in his world in the early morning realizing that both Gwen and Eunice were cuddling up to next to him comfortably. He looked at both and smiled peacefully before closing his eyes and going back to sleep.
Elsewhere…
"Max, are you there? It's Azmuth, answer immediately."
"Go ahead; I'm here, what's the emergency?" Max asked through the communication terminal inside his room at a Plumber base somewhere.
"Just a heads up or rather a real urgent heads up; a 'Nohl' is heading to your planet. I suggest the Plumbers intercept him before he reaches his target."
"Wait wait, how do you know about this and why is it heading here? I need straight answers, Azmuth."
"Because I've been in contact with their people, they never leave their home planet and the first that's actually doing right now is a psychopath. The 'Nohl' are usually a peaceful race of high level telepathic aliens, they don't bother the galaxy with anything and they don't see a need for many materialistic needs, they're kind of similar to the human monks on your planet. There's also a reason they isolate themselves from the rest of the galaxy's affairs; their telepathic abilities are the strongest in the galaxy and they're worried about being corrupted and abusing their powers for despicable means. That's why not many know of them and why their DNA wasn't integrated into the original Omnitrix because they wouldn't allow it should their power to fall into the wrong hands, but one has gone rogue and he's heading for your planet. He's very dangerous." Azmuth warned and Max slowly nodded in weariness.
"Okay, I'll send word, but who or what exactly is he after?"
"He's aiming for your boy; Ben, Max."
End of chapter thirty one
Next chapter: Fear itself
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Ben's Girls