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Ben's Girls	By : Jehuty-Prime Category: +1 through F > Ben 10: Ultimate Alien Views: 108675 -:- Recommendations : 7 -:- Currently Reading : 5
Disclaimer: I DO NOT OWN THE BENTEN FRANCHISE NOR DO I MAKE ANY MONEY OFF OF IT.

Chapter List
- 31
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- 33
Ben’s Girls
Chapter Thirty-two: Fear effect
By Jehuty-Prime
“If we stand together we will be unbroken.”
In the reaches of outer space just beyond Earth’s atmosphere there descended an incoming comet or at least what appeared to be a comet. If you look past the stardust aura it was leaving you’d notice that it was a light starship built to house only one tenant. Down to the Earth it descended closer and inside carried an individual with malicious thoughts and ideas regarding one subject in mind: The infamous hero known as Ben Ten.
As soon as it entered the atmosphere and begun its landing sequence on the surface of Earth another comet swiveled and flew closer the blue and green planet, but this one was different, this one was moving in any direction it wanted and it was violet.
Upon closer inspection this anomaly turned out to be a wayward Anodite female looking brightly at Earth from above. Her form was typical of most female Anodites; it featured a dark violet coat of energy embossed skin along with flowing violet energy tendrils for hair. It also closely resembled that of Gwen’s with the exception of a slightly bigger bust, her human skin form would also mirror Gwen’s form with a few differences.
“So that’s Earth I’ve been hearing so much about. I finally found it!” The alien girl squealed in delight as she propelled herself to descend down to her Earth where she was told was a ‘fun and free’ haven for her to reside in for the time being. She was also informed that she has family here; a cousin who also has an adept awareness of mana powers like herself she can finally meet. “Planet Earth here I come!”
Where Ben was at…
“This is actually a pretty pleasant surprise from what is usually considered a romantic date.” Ben commented as he strapped on his roller skates. He was a roller rink a few blocks down from the Plumber base he and Helen were training at. Across from him stood Helen herself in human form; which is a slightly taller light skinned form of a teenage girl with dark bouncy bobcut hair and mesmerizing jade eyes. her clothes were of a black tank top that brought out her adequately sized bust a bit along with a tight white pair of shorts that brought out , she appeared very cute and alluring in a special way that appealed to her more carefree style.
“Well I for one am not usually for flowers and chocolates, not that I wouldn’t appreciate the gesture from you, Ben. I just like to have this type of fun more often and I express it a lot more between missions ever since you helped me become my human self again. I’m starting to enjoy the little things that come with being just a regular person, now come on, loverboy.” She said pulling Ben off the soft ground and into the rink with his skates nearly tripping himself up.
Ben was wearing his usual attire but without his green jacket, he and Helen held hands as she whimsically led the staggering boy around the rink. Much to her amusement Ben stumbled here and there and she would pick him back up.
“I’ve always had a thing for speed after all, I bet you feel like turning into XLR8 right now, huh?” Helen said pulling him to her arms, Ben chuckled a bit as he kept his shaky balance afloat.
‘I didn’t think I’d have this kind of fun until you yourself changed that. Human or Kliniceran I’ll always follow you.’ She privately thought as she held him close during their roundabout.
“Do too many things as one of the alien forms can leave a guy wishing to just be a regular person sometimes. I’ve learned it a while wh—whooaa!” Ben didn’t finish his sentence for Helen tripped behind herself taking him with her.
“Oomphf!” Helen breathed when he landed right on top of her with both of them in a compromising position on the roller floor. Jeers and hoots sounded all around from the on lookers much to their embarrassment, but the two simply smiled to each other and dusted off before heading out. They had a good hour and half there having fun when Helen decided to take Ben with her to the Plumber Training quarters they were both currently stationed in.
Thirty minutes later Ben was in her bedroom watching the cute girl pull up her skin tight black pants over her rear, to which he couldn’t take his eyes off of, before long she had settled in her Plumber’s helper gear right before closing her eyes. She took a deep breath and within seconds a faint green aura passed around her as she transformed into her Kliniceran form; her long blue tail poked out of her pants, her bio-material black coating slipped over her cone like head while her legs turned hind. The transition was quick and seamless much like Ben’s transformations, but the impressiveness of the sight isn’t what Ben’s eyes were focused on.
‘Why can’t I stop looking at that butt of hers? Is my charm libido going wild again?’ Ben thought when he was still eyeing Helen’s bottom through her tight black pants.
“Enjoying the view?”
“Hm? Wha…?” Ben snapped out of his trance to see Helen standing frontward with her left foot tapping the floor awaiting an answer. “I..uh…don’t have a good answer.”
“Hm, it’s always nice to be ogled but keep your mind on the game, ready to race? There’s the Plumber’s track right outside and I’ve always been interested to see how well you handle Kliniceran physiology.” Helen challenged leaving him to put on his game face.
“Gimme a second.” Ben quickly said before doing his signature palm-to-wrist reflex with the Ultimatrix followed by the green flash that left another Kliniceran in his place; XLR8. “Now I’m ready.”
So the two sped out into the open field where the Plumber training track stood out as the two blurs of speed arrived at the starting point ready to kick off, but held their places. It was empty and the gauntlet was deactivated, both Helen and Ben held steady at the starting point ready to go.
“On one...” Helen began.
“…Two…” Ben added.
“…Three!” Both said in unison when they dashed off in nearly invisible blurs of speed.
Both aliens were visibly represented twin blue tread lines streaking all across the track way. Helen was keeping up with Ben, but the lad had some advantage over her since his form is one he knew quite well.
Leaping over leftover track bumps and running along the walls the two did it all in spirited competition; even though both were trying to win they couldn’t help but feel alleviated in having good old fashioned fun. Of course soon enough it all came to an end when Ben’s tail accidentally whipped its way in front of Helen’s feet.
“Oh n-o whaah!” She placed her foot on the leathery extension by mistake and instantly Ben noticeably flinched in pain causing him to stumble along with her. The two had built up so much speedy momentum that their trip up had caused them to skid together across the room floor, when the thin trail of dust settled XLR8 found himself with his head on Helen’s bust awkwardly.
Neither said anything for a moment until Ben felt he was getting comfortable in his current position, nudging his along both her clothed breasts he then compelled to ask her; “If you want me to get off say it now because I am already getting comfy.”
Helen chuckled in amusement before patting his head with her tail. “Normally I don’t mind, but unless you’re planning on giving a girl something else I will boot you off.”
XLR8 looked up into her face with green eyes to green eyes before smiling wryly. “How about a kiss, ‘Blue streak’?”
‘I think I like that nickname.’ Helen thought before propping herself up a bit and grabbing XLR8 by the shoulders to preemptively lean in and place her lips on his. Ben closed his eyes slowly and warmly accepted her embrace, after a few seconds she retracted from his kiss to say one more thing. “How something much more than a kiss, hero boy?”
Needless to say that was all the invitation he needed; soon enough Helen’s Plumber gear was out along the floor leaving only in her black tight suit and her bio-material head cover as she lay on the floor before him. XLR8 was already in his bio-material black suit so there was little need to undress, mostly because he didn’t really understand how to undress in this form.
“You’re going to enjoy this, Helen.” XLR8 said getting on his knees and grabbing her hips to lift up her bottom area to his face. Her crotch area covered by her black clothing already appeared damp and was nuzzling his chin with Ben’s reptilian tongue lashed out like a snake along her dampened camel toe.
“Uuoo..!” Helen squeaked a bit in response, Ben’s long tongue slithered along the cloth of her crouch yet she still felt every sensation. Her ankles were behind him by his skinny neck jolting with each lap on his tongue. XLR8 then decided to kick things up a bit and used his super speed to whip his tongue along the camel toe in order to quickly shred away the fabric covering her cunt.
Helen’s breathing increased pace a bit when he did that, he was practically teasing at this point, but as soon as blue pussy was in his face he dove right in. XLR8 placed his lips on her cunt lightly slurping at a slow pace to increase Helen’s arousal. Sure enough it did that; she was biting her lips and clutching the mat beneath her sharp fingers while Ben drove her crazy.
Black beak like lips kissed and blew along her sensitive flesh with slow passionate fervor, but decided to move on sooner he used his long lizard like tongue to slither into her pussy hole.
“Ooaah! That’s it, Ben!” she hollered with her hips bucking a bit.
Thanks to this form Ben’s tongue was longer, thinner, and more versatile, Helen was indeed going to enjoy this. XLR8’s long slippery tongue wriggled around inside and wriggled deep enough to being making her sweat. Her toe talons were curling in response and XLR8 was putting more effort into it by whirling his long tongue around even more.
Nearly two minutes passed and Helen’s blue legs were twitching over XLR8’s shoulders wildly as she came all over the other Kliniceran’s mouth. His tongue was still inside briefly tasting her orgasmic juices with splendor before retracting, he had set Helen’s lower body back down to let her recover, but that wasn’t the case.
Helen instantly got up and tackled Ben to the ground ravaging his mouth fanatically, both sets of long Kliniceran tongues danced around in energetic frenching while Helen cupped the bulge protruding from beneath his legs underneath this black suit surface.
Neither said anything when they detached their lips from each other, but the thoughts were obvious. Helen then tapped his bulge waiting for Ben to undo his suit’s latex covering, he got the notion and moved his talon hands down upon himself to find an opening.
‘How does this thing even work? I’ve never done this while in alien form before, now that I think about it I never wondered how their clothing works with transformations either.’ XLR8 thought when he noticed that his thoughts triggered something in the Ultimatrix symbol on his chest. There was a gentle green glow on the dial that actually didn’t involve a transformation, but instead it responded to his thoughts and peeled an opening between the crotch zone of XLR8’s bio-material coating. Out stood his longer yet slightly thinner erection that essentially resembled a normal human penis, but instead of the usual skin tone flesh of a human it was blue with a dark blue tip. Just like how Helen’s nipples in Kliniceran form looked the same as human female breasts with the exception of the blue color swap, but regardless Helen was pleased to see it.
“Hmmm, I think we may have to try Kliniceran mating more often after this, but I’ll always prefer both flavors of Ben if you’re wondering.” Helen said before springing into action by quickly removing her skin tight body suit to reveal her azure womanly flesh in all of its glory.
XLR8 felt his member twitch in anticipation as the now naked Helen immediately plopped herself down upon him in reverse allowing the two to be in a sixty-nine position where her pussy was right in his face once more. His leathery sensitive meat was already in her slopping wet mouth being ravaged in swirls by her snake like tongue. It coiled smoothly coiled around his shaft like a spongy slippery coil of flesh that pushed XLR8 to push his own lengthy tongue past Helen’s pussy lips into her carnal hole.
“Mmgph!” Helen groaned when his tongue burrowed its slippery way into her pussy, she held it together because she didn’t want to cum just yet. Actually she felt motivated and got the kinky idea of using her natural speed to do something that raised XLR8’s eyes wide open.
!
Her head was bobbing on his meat at blurring speed, this caused XLr8 to flinch visibly thus restraining himself not to blow his load in her mouth yet. She was surprisingly delicate with her speed despite the risk of friction it might cause, but her succulent lips made it all worthwhile.
XLR8’s hands gripped her buttcheeks harder and pushed his own face further against her warm pussy; his lips smudged against her folds eloquently as he kissed and lapped around on the surface while whipping his tongue inside womanhood.
Soon Helen’s head ceased her accelerated bobbing and held her head there to let Ben’s currently undulating hips slap against her face. He was cumming by the load inside her mouth, Kliniceran sperm gushed out of his phallic length onto her tongue and down her throat. Like being thirsty for water Helen graciously gulped down the contents with tasty satisfaction before carefully bringing up her head to look back at XLR8 looking ready for more.
His ‘tool’ had still retained some of its wood and both alien life forms felt they were set for round two. Getting up off of Ben Helen stood seductively over him and placed an orb jointed blue foot over his dick and rubbed it slowly.
‘This is agonizingly incredible..! Did she pick this up off the internet...?’ XLR8 mentally said to himself as she continued rotating her Kliniceran foot over and around on his shaft gradually increasing its rigidity once again.
“I think that’s good enough, but now are you ready for rounds two, three, and maybe more?” Helen asked readily as she stood fully naked over him.
“Heh, you have no idea what you’re in for, Bluebutt. If I know anything about this alien form it’s that it has nearly unlimited stamina.” XLR8 said before hastily getting up and pulling Helen into his arms for a quick chaste kiss on the lips which she eagerly accepted, the two broke apart and within the next few minutes Be had her pressed against the floor with him on top. His long light blue length that almost resembled a lengthy blue rocket slammed down into her quivering pussy thus causing Helen the toss her back a little at first strike.
No matter how many times they did it she never tires of Ben’s lovemaking, despite that he sometimes switches from ‘gentle’ to ‘wild’ pretty often. It was different this time though; it was pure Kliniceran mating and the two individuals were a perfect match synced with absolute physical compatibility. Ben’s blue meat fit perfectly inside her juicy cunt and he slowly began his rhythm of humping his hips down and up in repeat fashion.
Helen’s blue hind legs kicked up in the air and wrapped themselves around him as he pounded her cunt with unrestrained passion, blue on top of blue Ben’s dick effortlessly dug deep into her opening before withdrawing itself just as fast. He kept on going for minutes on end until his natural speed took hold leaving him to slap his hips against her own in nearly blurring speed.
Helen’s arms wrapped themselves almost too tightly around XLR8’s neck while he kept on pounding his meat into her, but it was a sign of things to come when both of them felt their muscles tighten and clench followed by Ben’s one final thrust into her pussy. She was biting her lips and clinging to his body tightly as her lover expunged more of his spunk deep into her cervix, her own climax came as well with spilling womanly juices all over his member. After a few more seconds she felt the deluge of sperm cease and XLR8 slump on top of her. She relaxed in his arms still full of energy, but thinking he passed out she figured it-
XLR8’s head popped back up with a confident smile as he loomed over her. “Like I said; plenty of stamina. I’m not done yet, so…are you ready for the bonus rounds?”
Helen looked taken back at first but then she laughed in amusement when she thought he was done for today, but was pleasantly surprised by his sense of renewed energy. “So far I’m definitely loving this style of mating. Let’s dance then, hero boy.” She said back with confidence.
Within a blur of speed XLR8 and Helen began their most outrageous practice of sex ever; all over training area the two made love to each other in a different position against a different surface each time. First Ben sped with Helen to the bleachers where he bent her over and shoved his meat deep into her ass causing her to holler his name loudly.
After nearly five more minutes of XLR8 pounding Helen’s supple ass in frenzy that ended with Ben filling up her anus with semen the couple sped to another location; the swimming pool, where trainees usually practice typical water related exercises. The exercise these two were practicing was a stroke off workout, where XLR8 sat in the water comfortably making out with Helen while she held his softened cock in her hands stroking it rapidly.
Her talon hybrid hands were both soft and firmly gripping long blue dick trying to bring him back up, as it turned out it was only a couple of minutes of stroke work and recuperation that brought Ben’s length back to full mass. The two got out of the water and sped to another part of the room; the steam room, where Helen sat on top of XLR8’s lap letting his slippery meat fill up her juicy pussy once again. Both bodies were sweaty from the heat yet that only added more arousal and speedy thrusts, Helen was bouncing herself frantically on Ben’s length and since they both slippery with sweat they humped even faster. While she was grinding her hips in his lap XLR8 leaned forward and cupped both her breasts carefully in his palms while kissing up her collarbone. He gently squeezed those ample blue melons and pinched her sensitive nipples while enjoying the sensation of her tight spongy passage repeatedly swallowing his dick. It was pure euphoria for both of them when Helen felt close to unleashing another powerful orgasm, but Ben had something else in mind, something that would melt her mind.
“Hold that thought for a minute, babe, I think I got an idea you’ll like. Follow me.” XLR8 quickly whispered to her before getting up and letting her dismount. In a brief second the two were back outside in the training arena’s open space where Ben told her to stand still and ‘enjoy the ride’.
Her ass was a little sore yet still wanting and her pussy was aching to be filled again, and XLR8 would appease both bodily needs. His smirk said it all.
Tapping out his alien nature’s enhanced speed XLR8 sped to behind Helen catching her by surprise when he shoved his cock deep into her ass, being caught by surprise she felt her knees feel weak. with squelching sounds of flesh sliding into flesh XLR8 kicked his plan into motion when in a blur of speed he was on the other side of her speedily filling her pussy to brim.
!
The sudden transition blew Helen’s mind, Ben in XLR8 form was going at maximum speed to screw in both holes at once! Another millisecond later XLR8 was squeezing his cock into her anus again and ramming it in like a jackhammer before switching back over to fill her pussy again seconds later. He was using his speed not only to engage both holes at once but also to increase the effectiveness of banging her senseless. His rate and strength of thrusts were more intense now and Helen was loving it.
XLR8 was swiftly pounding both holes with such speed and precision that he basically left an afterimage in the spot he was before, between feeling the overwhelming tightness of her anus and the spongy moist pleasure of her pussy it wasn’t long until ‘that’ feeling boiled up inside XLR8’s genitals.
Helen took a deep breath and caught Ben in her legs when he reentered her pussy for the last time, her ankles crossed, arms tightened along with her vaginal muscles, and her tongue being swallowed up by XLR8’s mouth when they reached one more seismic orgasm together. Her hips undulated strongly against his hips and her body clenched so closely to his own while XLR8 spilled his seed inside her pussy for the third time today. With each of Helen’s orgasmic spasms her legs flinched against the sides of his back and within seconds their shared climax had ceased.
Nearly ten minutes later the two laid down in each other’s arms on the field of the training area, both still in Kliniceran form and both still very much naked. Helen was curled up against the side of his chest with a satisfied smile on her face when Ben leaned over to capture her mouth in another steamy kiss before speaking. “Best ‘romantic’ date ever, you’re going to have to take that form more often when you’re alone with me.” Helen purred stroking his chest.
“Maybe next time we could mix it up a bit more, like you remain in human form while I stay in this one. What do you think?” XLR8 suggested before pulling her over to lay on top of him.
Helen’s face lit up clearly excited at the thought. “I think that’s awfully kinky, could human physiology really endure a horny Kliniceran male?”
“Dunno, but it would be fun finding out, won’t it?” XLR8 chuckled and morphed back to Ben.
“It sure will.” Helen said before sliding her long tongue down Ben’s mouth again while they were left along for one really long and intimate kiss.
Later…
Eventually Ben left the training base to head back home as Jetray, thankfully no one noticed the big red manta ray alien descending upon his household’s roof when he did. He was indeed sore for good reason and would’ve been even more so if Elena hadn’t postponed their date night. She had to make a rain check at the last minute because of a surprise training mission brought up by the Plumbers, Ben was a bit annoyed with that but was somewhat grateful since his loins felt like they were on fire.
Getting comfortable in his bed he drifted off to sleep where he unknowingly entered the dream’s subspace, only it wasn’t for any sort of pleasure…
(Enter subspace mode…)
Ben opened his eyes to the view that was the empty black/green subspace that resembled the Omnitrix’s ambience. He was fully clothed and patting himself around to check the reality of where he was.
“This is new…usually when I come here this place it’s pinkish and I find Amalia waiting for me, but now…” Ben muttered to himself while floating the air, the scenery resembled being inside ‘Alien X’ when he first used that form yet everything was still until the background imagery started melting away. Himself included, soon his view became obscured and slight fear began filling his mind.
‘What’s…..’ His train of thought cut off when he felt ‘different’; suddenly he was shorter and felt a little more exuberant than usual.
“…Happening?” his voice piped out but it wasn’t his original voice, it was that of a child. Scrambling over to a puddle of mucky water Ben looked upon his reflection with shock when finding his answer.
He was ten years old again and this was the same forest he first found the Omnitrix in. Getting up and tried shaking it off and felt around himself to check just how real this trippy dream was.
“Well this certainly isn’t the first time the charm magic took me to some strange place, but still….to make me bite sized again.” He said to himself with his squeaky voice.
“Move it, dweeb.” A girl’s voice said behind him said rudely and Ben turned around to see the ten year old Gwen standing in front of him with a sour look on her face.
“Gwen…?” Ben was in stupor, he thought this was another charm induced construct of Gwen like the last time, only unfriendly. Braving it all he boldly wrapped his small arms around the girl in an affectionate hug.
!?
“Get off me!” Young Gwen said rudely shoving him off and letting the boy tumble to the ground in shock.
“You pushed me?” Ben asked almost saddened and convinced by this illusion.
“Yeah, it’s totally gross getting hugged by you.” She coldly stated much to Ben’s dismay, but their awkwardness was soon interrupted when a bright source of light cascaded the sky above them.
Ben looked away from Gwen and saw ‘the comet’ in the sky coming close to them! It was the Omnitrix!
‘Dream or nightmare I think I want out now, but maybe the shock of waking up has to come up from opening the Omnitrix’s pod.’ Ben hesitantly thought before quickly getting up and rushing towards the landing point, but oddly enough he saw Gwen already standing there waiting for the comet to land. ‘How’d she get there before me?’
His eyes spiked open when he noticed she was too close, the Omnitrix pod was going to land directly on her! “Gwen get out of there now! You’re going to get hti that! Move!” He called out, but she turned around and coldly glared at him as if he had done some wrong before shaking her head ‘no’.
Suddenly as if the comet was literally right above them the light color changed to a blinding green as it rained down closer upon her. Ben broke off into a mad dash to tackle her out of the way, but the massive green light of the comet made its way to the landing point faster.
!
Before even he realized what had just happened Ben saw to his horror that the comet made burning green energy crashed with young Gwen just below it…gone forever.
(Back to reality)
“Hoaagh!! Gwen!” Ben woke up in a sweat looking aghast at what he had just experienced. He quickly looked around the room realizing he was awake again, he grabbed his cellphone and dialed in a number, before long Gwen answered the phone normally and greeting him ‘good morning’.
“Just a dream…just a dream…” Ben repeated to himself as he tried readjusting to reality by getting out of bed to start his day with Gwen on the phone with him.
Though he was unaware of the cloaked ‘stranger’ standing outside the window of his bedroom. “Hmm, strong will this punk has, I can’t wait to break it later. Rest well, ‘hero’, because the nightmares are only just starting.” The unknown spectator said aloud just before creepily whisking away from the area.

Shaking off his initial shock as he woke up that morning trying to get a clear head, nightmares happen but this one was all too real. The mere thought of what he saw frightened him to his core, but it was over now and he had other priorities to attend to.
Ben was in his bathroom looking at himself in the mirror trying to think of something else; Holiday’s date night plans. She made it clear all she wanted was a simple night out at her favorite restaurant ending with spending the night at her place. She mentioned having a bit of a surprise for him when they get to her penthouse. It wasn’t hard to imagine what her ‘surprise’ was, but she also mentioned that she was going to mix things up a bit when it came to intimacy.
Softly slapping his own cheeks preparedly Ben puffed himself up and readied to get his tuxedo ready.
“Here I come, Cassandra.” Ben said to himself before tidying up.
The night that followed started out as one of remembrance, when the two booked their dinner table at a nearby Japanese restaurant that was her favorite place. They first shared some indulging dialogue about what they had in common. Who’d thought Cassandra Holiday of all people had a thing for Sumo Slammers as well? Ben had a hunch she only said that for his sake, but boy did he surprise her with his minimal yet adept knowledge of genetic science. Ben certainly knew a thing or two about that subject, but even when he wasn’t clear on most of it Greymatter and Brainstorm’s occasional left over knowledge helped him understand it.
Ben was wearing the tuxedo he wore when he took Gwen out and Holiday was donning a formal green dress that really showcased her slender shoulders, honestly displayed some of her cleavage, and showed up her voluptuous thighs. When Ben first arrived he nearly got a nosebleed and an erection just looking at her.
“And believe it or not my Greymatter form can make a super science tool out of any piece of old junk. Though people can pick me up and throw me without much effort.” Ben said chuckling a bit at the last part. Holiday giggled as well when the visual of the little alien being hurled like a baseball came to mind.
“I believe it, but I am going to want to test that theory in the lab someday. Let’s see if you can really make a science tool out of anything that includes old pizza boxes or random scrap in the trash bin.” She said challengingly to him before taking a sip of her drink.
She retracted herself and quickly looked sideways and around to make sure no one was watching them when she made her move; sinking down to underneath the table in haste Holiday stealthily prowled her way to Ben’s lap. The overly long tablecloth concealed her adult form fortunately, Ben was certainly glad because he wouldn’t really be able to hide his reactions in public too well.
With a zip his trousers came open and then Holiday’s firm yet gentle hands tugged it down a notch to unveil his sprung out erection; as sizable and satiable as always. She started out slow with her left hand cupping his balls and her right softly stroking his shaft, Ben from above felt the heated arousal already building up.
No one noticed her absence and none were the wiser of the reason why, which is just the way they wanted it.
Holiday’s lips were smeared elegantly with classic cherry red lipstick, her favorite, she then put those lips around the tip of his length lightly licking around the top in a soft swirl. Her hand softly fondled his ball in gyration with her other hand stroking his shaft. From above Ben had trouble keeping a straight face, he usually doesn’t get intimate in broad view of the public, but honestly it was quite an exciting new thing to do.
With a slip of thick appendage going past her lips Holiday covered the tip and some of Ben’s shaft with her mouth, immediately her tongue wormed around the flesh inside while her hands started accelerating their treatment.
‘Man she’s subtle and classy with that skill, uh oh here comes the waiter.’ Ben thought straining himself a little when the gentlemanly waiter came by his table asking him if he needed something.
“I’m good, just waiting for the desert to come, thanks.” Ben responded in a friendly way.
“Excuse me, sir, but where is your wife? I believe she was here just a second ago.” The curious waiter asked a tad bewildered.
‘Heh, I’m surprised he didn’t think I looked too young to be married, but that won’t always be the cause.’ Ben thought before thinking of his answer. “Uh she’s busy at the moment.” Ben answered honestly and the waiter nodded before leaving. Right on that cue Holiday went deep on him. Her nostrils lightly scraped his pubic hair, the damp/moist sensation of her mouths inside vacuuming his member nearly made him flinch back in his chair.
Light slurping sounds could only be heard by him as Holiday’s head began slowly bobbing in his lap, repeatedly the sausage meat would be swallowed up by her throat before being withdrawn to the tip and back again. Her hands were both on his shaft stroking it strongly while her mouth continued pleasurable treatment.
Suddenly one of breasts slipped free from one of her dress straps; apparently she had been making so much movement that some of her rather less-than-modest upper clothing fell off. She was still clothed though, she had one flesh melon free of its confines and that didn’t deter her one bit. Holiday moved one of her hands away from his shaft and brought it to her own bare breast to fondle and squeeze while sucking a sausage into her throat.
After nearly three more minutes of experiencing an expert deepthroat work on his meat Ben clenched the tablecloth sheets tightly when his hips bumped forward several times on their own. Down below Holiday readied herself for this and sucked even faster as Ben’s member spewed forth hefty globs of spunk on her tongue and down her mouth. The cherry red of her lips became smeared with white goo as they smother the fleshy tool succulently while he was ceasing cumming. Some of it was on her lips when she retracted herself from his lap and carefully she licked every drop off with her tongue and wiped the rest of it on a napkin she had.
Making sure it was clear Holiday snuck her way back up out into the open to sit at the table. Ben looked relieved yet still maintained a cat like grin that signaled he was ready to kick this night into overdrive.
“You’re incredibly talented.” Ben breathed hard as he buckled himself back up. Holiday chuckled while sipping more of her wine.
“I’ve had a lot of practice with you, my dear. On top of that you taste ‘Bentastic’.” She said causing them both to start laughing in amusement.
Her hands moved to his on the table and remained there clutching them. “You know, Ben, you really did scare me back when you went into that alternate universe. There were so many things I planned for you and me somewhere down the road and when those days passed I became more afraid I wouldn’t see you again and lose those goals forever.”
Ben nodded listening and let her continue.
“If you did vanish forever, not only would so many hearts be broken, but also there would have been dreams unfulfilled that meant so much.”
“I understand, Cassie, what I do is always dangerous and I’d never want to leave you or the rest of the girls feeling like that. I know you also want a child.” Ben now said causing her slightly tearful eyes to look his way.
“I’m a doctor myself and I’ve seen all the signs that I may soon lose that chance to have children. I’m a women nearing my thirties, Ben, and I know you’re only so young and so unready. But-“
She was cut off by Ben placing a right index finger to her lips. “I’m going to be seventeen soon and it wouldn’t be long before I became eighteen, even if that weren’t the case I still would step up and accept that level of ‘change’ to our relationship. Heck I’ve lost count how many times I nearly bit it, but what I’m saying if…I’ll help you, Cassandra Juliet Holiday, to conceive a baby. I’ll deactivate the charm’s birth control tonight when we get to your place.” Ben said full of heart, Holiday’s face looked positively pleased and tearfully happy after she heard him.
Leaning over she grabbed him by the collar and smothered her lips onto his in a searing overly passionate kiss that actually drew attention from some of the people nearby.
Ah who cares that they’re watching.
Nearly fifteen minutes later the two finished up desert and left the restaurant with Holiday hooking an arm around his left, the two walked out and deciding for a bit normal life they drove in Holiday’s car which was a Prius.
When they arrived at her penthouse Ben settled himself in the living room while Holiday went to her personal bathroom to ‘get ready’, just the words alone sent tingles through his body in a good way. While she was in the bathroom getting set Ben was pacing around her rather stylish and classy household, much resembled Holiday’s style and personality to the letter.
Looking through the balcony window at his own reflection Ben was at peace for a moment until-
!
A sudden image of a very alien yet very unfamiliar face popped up on the other side as if it were his reflection. The visual was of an alien with a very skull like face that seemed similar to a dinosaur fossil skull, only with ash grey scaly skin complete with slit nostrils and pitch black eyes. (I.E. try thinking of the Turians from the Mass effect series, that’s what this guy kinda looks like.)
“What the…?!” Ben freaked out and just as quickly as the visual appeared it vanished. Placing a palm to his forehead he was wondering if maybe it was some mental leftover from the nightmare he had earlier. He was still quite shaken by it.
‘Maybe I just need a normal regular vacation that doesn’t involve Plumber work or alien adventures to set my mind to ease.’ Ben thought before hearing a tapping nearby, he turned to see a side of Holiday that made his jaw drop and his erection even harder.
Holiday was dressed in what could easily be called a dominatrix outfit; leather heel boots combined with thigh high fishnet stocking, a black lacy brassiere that brought out her impressive bust, long black gloves that went up her arms that held several sex toys, lastly her black panties bore an intentional crotch opening showing her pussy. Even her lipstick was black as was the leather collar around her neck, her sexually deviant expression added to the arousal as well.
“Holiday?” Ben gulped yet still sported his hard-on.
“Off with those clothes now or I’ll rip them off.” She said aggressively right before licking around her lips.
“Yes ma’am.” Ben said right before stalked over to him and grabbed him by the collar to pull him into her bedroom.
After a couple of minutes of undressing and being bounded Ben found himself sitting on her bed wearing nothing but his boxers. His hands tied behind his back and he was gagged, this kind of fresh sexual teasing only let his erection tent his boxers more.
He saw her casually walking over to him swaying her hips in a sassy way right before sitting down on his lap nearly suffocating him with her large bust smothering his face. She leaned over to where her face was beside his face with her lips lightly nibbling his left earlobe. Her butt, which appeared as though she were wearing a very revealing thong, hot-dogged his erection through his boxer’s tent.
“Tonight you are mine, Benjamin Tennyson. I’ll have you tied up the entire time while I slowly make you wait for release in sexual agony, tonight you’re my toy and soon to be father of my child.” She whispered before licking up his earlobe seductively. Clearly she was getting into the role-play as the sexy scientist turned dominatrix.
She started grinding herself against his lip and massaged her tits against his face willingly, Ben wanted to grab onto her butt just out of need but was restrained from doing so. His erection broke free from the opening in his underwear and tapped against her shapely ass cheeks. Holiday took notice of this and began grinding harder against him with his hard dick tapping eagerly against her rear.
A minute later she got up and stood on her bed with Ben’s head being pushed against her pussy area. “I know you can’t speak, but you won’t get to taste some of this unless I know for sure you want it. Do you want it, Ben?” she asked sexily and Ben instantly nodded. Holiday chuckled and stooped down off of him denying the horny lad of tasting her juicy pussy.
“Well too bad, because you’re going to have to work for it, my love. Now sit back and relax.” She whispered and stood back enough with clear aim for his standing erection. She then slowly placed her left leather clad high heel book against his sensitive shaft, the teasing touch was making him anxious for sex, but she was certain to take her time. Pressing her foot forward she bent his hard-on enough to where it was touching his lower belly, Holiday then began rubbing it up and down with her leather sole.
‘Even though I’m not feeling skin this actually feels really good.’ Ben thought enjoying the new sensation.
This went on for a couple of minutes until Holiday sat beside him with a leather gloved hand grasp on his cock firmly.
“Tell me you want it.” She said to him with the same sexy tone that he loved. Ben nodded instantly again and this time she actually obliged him; her gloved hand immediately went to work by stroking his meat with strong sensual strokes. Up and down her hand grip shifted his dick skin upward and downward energetically over and over again.
‘She’s trying to bring me off already! And it’s almost too much!’ Ben thought feeling his dick about to spooge, but Holiday sensed this and immediately stopped to pinch off the under vein of his cock to prevent him from releasing.
Ben grunted his disapproval but was soon silenced by Holiday pressing her dark lips against his mouth even with his ball gag still on. After a few seconds she let go and pushed him to his back on the bed where she got on top of him to hover her pussy above his face. Her hands went underneath his back to undo his binds then Holiday handed a strange sex tool to him; it was a thing of anal beads attached to a handle.
“I believe you know what to do that, play with my womanhood while you’re at it, Ben sweetie.” She ordered when her mouth quickly went to his testicle sack fervently suckling it like a delicious fruit.
‘Oh wow! I know she’s trying to spruce me up for later, but dang if she doesn’t bring me to it sooner with her tactics.’ Ben thought before clumsily pressing the tip of the bead tool into Holiday’s fully displayed anus. With a slup the first bead went in, this caused her to moan a bit with one of Ben’s balls in her mouth, then the next few followed suit which caused her to clench his thighs tightly.
She let go of her his balls with a wet plop to say something else. “That’s it, keep going! Put it all in, Ben.” she commanded before placing her lips back on his nutsack to suckle it once more. Ben obeyed and used his other hand to dive two fingers past her vaginal folds and finger Holiday’s pussy while shoving more of the bead stick past her anus.
‘Hmph hmph hmph!” Holiday moaned inwardly in pleasure due to Ben shoving some of the bead stick before withdrawing some of it back out in a repeat pattern that excited her.
She was rolling one testy in her moth succulently while rubbing the other in circles, Ben however was having fun playing with both her holes that soon lead to her hips bouncing against his chest frantically.
‘I nearly came! I need to hold off on that for right now, but enough of this foreplay, I want it now!’ She thought suddenly removing herself and getting up to undo her brassiere. “I think we’re both fully loaded and fully aroused, now let’s get to babymaking.” She said licking her lips before crawling over to him like a very hungry predator on the prowl.
Her lips made contact with his which lead to a very passionate tongue slobbering make out. Her bare breasts squished smoothly against his broad chest while she eagerly sucked in his tongue and grabbed onto his butt.
A minute more of it and later they tumbled over letting Holiday be on the bottom, she let go of him and spread her stocking covered legs apart as she spread her pussy lips before him. “Take me, Ben. make me yours now and forever. Make me a mother.” She spoke with so much sexual allure in her voice. Ben wasted no time at all pouncing on her and shoving his thick meat into her fleshy canal, his initial thrust was strong yet so guided that he touched her G-spot right on the first try.
“Hoah yes! This is what I wanted!” Holiday screamed letting her legs cross over his lower back as Ben began his frenzy of pounding her juicy pussy.
In and out his sausage plunged into her womanly passage with no hesitation and plenty of renewed energy, the bed creaked constantly underneath with Holiday’s breasts bouncing back and forth due to his strong thrusts.
After five minutes they changed positions to where she was on top riding him like a bucking bronco! Her hips swayed back and forth again and again with so much sexual strength/stamina that the bed creaked even more. She liked being on top at the moment given her domination kinkiness a while ago, her hips undulated wildly back and forth with her juicy pussy fully wrapped around his Ben’s cock.
‘Oh I almost forgot.’ Ben struggled to think and then spoke. “Do you Cassandra Holiday agree to accept what I’m about to give you in the means of achieving pregnancy?” Ben asked formally when he remembered that CC told him serious formal agreement had to be made between both parties to deactivate the birth control portion of the charm effect.
“Yes I do! I truly do!” She breathed hard as she continued bouncing up and down on his lap.
“As do I!” Ben stammered feeling a strange sensation that felt similar to the charm magic, he knew it worked; the birth control augment was currently turned off.
A few more minutes of more cowgirl riding and Holiday let loose an almighty orgasm followed a cry of ecstasy. “Yes Ben! I love you! I lo- ooh oaaah!” she cried out interrupted by her own climax.
Her pussy muscles convulsed and clenched tightly on Ben’s now twitching cock, surplus globs of semen spouted from the head of member like a geyser flooding Holiday’s womb repeatedly.
Eventually their shared climax ceased and a happy Cassandra Holiday lay on top of her lover full of hope and dreams for the future.
Hours passed into daybreak morning. While Ben was sleeping comfortably on the queen sized bed with his very satisfied lover cuddling against him his face soon turned to an unpleasant frown when the nightmares started to coming back tenfold.
(Enter Dreamspace…)
Ben’s view came into picture when he realized he was floating in the ethereal space of his inner mind once again. “Hey I’m here again…maybe this time I can find out if Amalia’s okay or not. No nightmare is going to stop me!” He boldly declared before closing his eyes to concentrate hard enough on wanting this subspace to lead him to the charm goddess, but something else came to be instead.
“Embrace the fear.” A booming unknown voice said from within the darkness.
!
“That can’t be good…” Ben muttered to himself when he heard it, he was unsure what to make of this circumstance, but soon enough something emerged from the darkness of the black/green subspace heading towards him.
Reflexively his hand went to his Ultimatrix ready to set it off, though he wasn’t sure it would work within this strange space of his mind. Out of the shadows came two apparently young individuals that didn’t seem to be threatening in anyway.
His eyes went wide when the visual of the two got clearer and quickly revealed them to be-
“Kevin, Gwen!” Ben called out in surprise and walked over to them, but he slowed to a halt when he saw them holding hands affectionately.
Gwen turned her head to him with indifference while Kevin looked at Ben with a smug expression directed solely at him. “Hey Ben, i didn’t notice you there. We were just wondering if you would be alright doing guard duty by yourself while Kevin and I go on our date. I have some ‘special plans’ in mind for him later. What do you say, sweet cousin?” Gwen asked sweetly with words he never thought he’d hear from her ever.
‘This isn’t real…this is just a stupid dream.’ He thought trying to reassure himself, but whatever outside force was inducing this dream was making sure Ben’s mind believed it to be reality. “Gwen, Kevin isn’t your boyfriend. He never was, you and I started dating and we already told each other how we felt. Whatever trick this is won’t work on me.” Ben challenged to both of them including whoever/whatever was causing this.
Gwen looked aghast and disgusted when hearing his words which lead to wretch away from him repulsed. “Me and you…?! That’s sick! I’d never fall in love with my own cousin, just the thought of it gives me the need to vomit.” She said degrading him and pressing herself closer to Kevin seeking protection from him.
The back of Ben’s mind he knew this to be a dream or rather a horrid nightmare, but the illusion caster in the shadows was influencing his mind to accept this as reality. Those words from the love of his life felt like ice cold daggers peferating his mind, Ben slowly stepped back and tried to turn around to get away from them, but…
‘!?’ he came across them again when he turned around; they were only a few feet away sitting on a park bench making out. Kevin was holding Gwen in his arms and kissing her the way only Ben was allowed to do. He turned on his heel quickly to desperately avoid the sight and get out of this nightmare, but as soon as he spun a 180 to his left he noticed them again!
They were on a bed with Kevin laying down almost completely undressed while Gwen slowly stripped herself before him.
‘Nono nonono no!!! This isn’t real, I won’t watch this!! This is not happening!’ Ben thought out in anguish and shut eyes tightly while struggling to awake.
But to no avail; a different pair of hands came out the darkness and grabbed him by his chin. He opened his eyes to see who it was; it was Julie glaring angrily at him.
“I can’t believe I ever liked you, Ben. first you cheat on me with that silver haired witch and now you want to bed your own cousin!? What kind of boyfriend were you?” Julie asked with hot tears dripping down her cheeks as she let go of him and began walking away.
“Julie wait!” Ben called out as he ran after her, but for some reason he was in the same spot even though he was running. She made one final look back to him and shook her head in pity before disappearing forever. “Julie!!”
Ben was slowly getting enveloped in the illusion and it was only going to get worse.
Out from the seeping darkness came Charmcaster, Helen, and Elena all looking grim and less-than-sympathetic towards him.
“Ben, I just used you as a means to satisfy my needs. You were nothing special, like always. I’m taking the charm effect back and you’ll just be back to being a world class loser that failed as a hero and failed as a person.” CC coldly said before waving her arms up which suddenly drained flowing violet energy straight from Ben himself. She absorbed the rest like a sponge and finished leaving Ben feeling inexplicably weak before crumbling to the floor. He then noticed she was walking over to him and without notice she kicked him across the face with her left foot before walking away forever. “Goodbye, Omnitrix brat.”
Elena then spoke up looking heartbroken and filled with anguish as she looked down upon him. “I really did like you, Ben, but it turned out you were nothing but a selfish jerk just like when you were ten. Nothing’s changed, I thought you would’ve grown up, but I guess I was wrong. After I lost my father I thought I could feel safe in your arms, I thought I love someone again, but that isn’t the case anymore. I realize now it never will be.” She spoke with much sorrow in her face before spontaneously turning into the microchips that the ‘Hive Queen’ held control over, suddenly her appearance changed into a humanoid version of the Hive Queen herself. (Wiki that image up, it’s the episode where Elena first appears animated.) Elena was no more. “We’ll meet again, Ben, but as an enemy that will snuff you out for good.” She said in an inhumane voice before vanishing into the darkness.
Helen was up next, first she pulled Ben to his feet and suddenly slapped him across the face with her talon hands. “I liked you, then you made my life worse with that Omnitrix! You tried to help me, but that thing simply mutated more even more so! Look!” Helen held up her arms showing that her talons were becoming much more alien like, her abdomen became narrower with her ribcage showing, and her tail became longer and lined spines from underneath the skin. Even her teeth were becoming vile, soon she resembled something out of a sci-fi horror movie than an actual Kliniceran would. “I hate you!” She cried out before blurring out of sight.
‘Stop..’ Ben mentally wished as he got up and looked around him, to his dismay all the other ladies in his love life appeared; Holiday, Frightwig, Turbine, Eunice, Jennifer, Lucy, and Aunt Lily. All of them were saying equally degrading things to him while broadcasting their own personal horrors that came into fruition.
All the while Ben was on his knees grabbing his head wishing for all of it stop, all of these fears coming to light, all of this heartbreak and ruin pushing before him, all of it he just wanted to stop. His mind was giving in to the fear and soon his will would be broken.
(Elsewhere in the real world..)
As if a call to arms had been raised all the women of Ben’s circle suddenly broke off from whatever they were doing! They eyes a glow with mana energy and they felt his despair and pain as the imagery of his dreamspace torture came to light in their minds.
Elena stopped in mid training at the Plumber base, CC awoke from her beauty nap, Jennifer Nocturne interrupted her interviewee, Julie ceased petting Ship, Helen suddenly broke into a run, Eunice sprung up from Gwen’s bed and ran out the door, and Holiday awoke to find Ben thrashing about, etc. They all sensed it and all of them knew it to be real, but somehow they knew where to go despite not being at Holiday’s place before. It was as if some guiding force was lighting the way to the one person they love the most in the world.
‘Ben?! He’s in trouble! I can sense it!” Gwen thought breaking off from her jogging run around the neighborhood to look into the sky. “Wait…Amalia?”
(Back to Holiday’s Bedroom…)
“Ben! Ben! Wake up!” Holiday said frantically shaking the naked boy in her bed with a worried look on her face. His body was sweaty, his heart beating dangerously fast, his face contorted to one of being tortured, and Cassandra’s pleas weren’t reaching him.
Back in the dream world Ben felt himself tumbling over and holding his chest, the girls were still around him jeering at him and chiding him for all his mistakes he made with them. He was trying to block it all out, but slowly his mind giving way to the fear and madness.
“Well well, look how the mighty have fallen.”
Ben looked up from the ground just a bit to notice an unknown pair of hind feet stalking towards him. He looked up to see an unknown face, an alien face with pitch black eyes wearing a dark/red jumpsuit that appeared like a sci-fi product. He was a tall lanky alien with hind ankles, grey scaly skin, a beak like face and antennae sticking out the back of his head.
“I guess all it took was a little more effort to get you falling prey to my homemade ‘nightmare syndrome’, I was beginning to think it would drag out with you willpower. Hehehe.” The alien said stooping down closer to Ben’s collapsed form.
“W-who are you?” Ben struggled to ask while his mind state was still deteriorating.
“My name is Phobos, I’m a Noh from the planet; Arryd. And I got you where I want you.” He calmly stated with clear malice in his voice.
“…No…I got you.” Ben said before surprising Phobos with springing back up and grabbing his wrists!
! This resulted directly into transition with the real world.
Back in Holiday’s Bedroom Ben jumped up and grabbed a seemingly invisible assailant right before Holiday. He was awake and angry!
The Optic camouflage faded off Phobos revealing himself before Holiday and Ben. Before the alien sadist had a chance to pull free Ben reeled his right fist back and slammed it into Phobos’s face!
The alien stumbled back enough to give Ben the time he needed to slam his palm down on the Ultimatrix. The green flash erupted then died down revealing a new alien form not yet taken; the form appeared to be a sasquatch like alien with bolts in his neck and along some of his body. His fur was a mix of grey and dark yellow,(Btw this is Shocksquatch from the Heroes united special) buzzing with electricity.
“Have some of this!” Shocksquatch said clenching his fists and surging a stream of electricity from all over his furry body and at Phobos, blasting him through the balcony window and into the open outside.
“I’ll deal with this guy! Remain here and be safe, this jerk’s got a lot of pain coming to him.” Ben said back to Holiday before leaping out the broken window to run the menace down.
Phobos was tumbling down the grassy hillside about to get up when Shocksquatch bore down upon him striking with electrified fists!
Each strike hit the alien dead on and knocked him back a bit, but when Ben was dashing toward him ready to finish him off that’s when the Noh alien brutally retaliated.
“Not so fast!” Phobos’s eyes shone and reflexively he used his mental powers on Ben again.
“Aaggh!” Shocksquatch stopped in mid-fight grabbing his own head in immense pain as images and illusions regarding the girls flooded his mind.
“Thought you had me beat, did you? Where you exceed at physical combat I best you at psionic strength, boy. Here have some more realistic visuals of your precious girls attacking you!” Phobos cried out and increased the strength of his psychic vice on Ben’s mind.
Extremely realistic visions and nightmares poured into his mind of the Gwen going Anodite and attacking him. Julie combining with Ship in armor form firing at him, CC casting lethal spells, Elena using her deadly firearms,etc.
His mind was breaking! Shocksquatch depowered and changed back into a boxer clad Ben crumbling to his knees craning his head.
“Soon…soon your mind and willpower will be nothing but mush.” Phobos gloated as he stood over Ben’s form.
“Wanna bet?” A voice called out when a wall of pure mana energy slammed into the alien!
“Oompfh!” Phobos was knocked on his ass, but when he was ready to strike back at whoever hit him he looked up at something that made him feel fear itself; Gwen in Anodite form hovering over him looking angry.
Behind her all the girls belonging to Ben’s group stood ready to fight with equally pissed off expressions. CC stood out and noticed Ben in pain, rushing over to him she cradled him in her arms and began casting a dispel charm to awaken him from his nightmares.
Gwen looked to him with sincerity then back to Phobos with immense anger.
She stomped her way over to him looking angrier and angrier. The Skinny alien was actually feeling very afraid at the moment as he backed up against the rocky wall nearby.
“What do you look so upset? You clearly have me beat and you have your precious Ben back.” Phobos defended weakly.
“Upset? Upset?!” Gwen having gone fully charged Anodite marched even closer to him, the fear present in the alien’s eyes. “After what you did to him you have not even seen me upset!”
With that the mountainside shook after a pink blast of intense energy rocked area leaving the smoldering unconscious form of Phobos at Gwen’s feet.
The girls all went to Ben’s side, Holiday included, to see how he was feeling. CC nodded to all of them with reassurance and told them that her spell brought him out of it, but he would need some recuperation soon.
Gwen depowered and walked over looking upset and kneeled by his side holding his hand. ‘I wonder what he’s been through? I hope he’ll feel better soon, he didn’t deserve this, but was that energy sense earlier really Amalia?’
“Um is this a bad time?” a perky female voice asked nearby, everyone turned to see a brunette girl who exactly resembled Gwen in appearance. Her long hair was dark and her tight shirt was purple, her skirt black, and her demeanor; sunny.
“My name’s Sunny, and I’m your cousin!” She said cheerfully to a stupefied looking Gwen.
End of chapter thirty two
Next chapter: Group Therapy
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- 33
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Ben's Girls