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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
- 3
- 4
- 5
Chapter 4: Chapter 4

AN: Update time! To everyone: Just letting everyone know I am going to use every female mentioned, some more than twice or thrice and in group sessions, yes that includes Verdona and Xylene, no I am not including Tiffin's mother, but it will also feature preAF Gwen as well as Gwen10K. Gwen's mom is also a go, but no Myaxx. Camille Mann is also a go, but is it pushing it if I go for Ben's mom? Just wondering, I mean he is going to do his grandmother, aunt, and cousin afterall, fyi those three mentioned just now will also be in a group session. Basically every name just mentioned in the reviews is who I am going to implement, including Gwen's mom and such, but no Myaxx or Tiffin mom. Enjoy the chapter!

Ben's Girls

Chapter Four: Childhood sweetheart

By Jehuty-Prime

Kicking and tossing a regular soccer ball around on the grass Ben was occupying his time on this Saturday morning, just recently he had made sweet love to Gwen finally after all this time of denying what he felt for her. It was a wonderful camping weekend where the two would make out whenever their grandfather or grandmother wouldn't be looking, the thrill of getting caught also added to their arousal, as soon as they went back home Gwen took the liberty of calling him for a late night lover's chat.

She had remained her usual self despite the new change in her and Ben, still sophisticated, still on top of things, still a Gwen in every away she acted. It was how she was like with Kevin a little less than a year ago, but instead it's Ben and it's an actual relationship. He still had his relationship with Julie, who he loved just as much as Gwen, though neither had found out about the acts intimacy he shared with them.

'Gwen knew I'm still with Julie though, does she expect me to break up with Julie for her? Or is it the whole 'kinky' idea CC had in mind when she explained all this to me? Who knows?' He thought before reeling his left leg back to kick the soccer ball fiercely into a goal net the park came with.

"Score." He whispered to himself and walked over to pick up his ball but before he got within a few feet of it someone else stepped in front of the soccer ball to pick it up.

"Not bad, Ben. I would say you're getting a whole lot better, but let's see if you can beat me at it first." Said a very familiar feminine voice.

Ben's face became surprised when he looked upon the red jacketed girl with medium short brown hair, and red pouting lips. "Elena?"

(Elena is from the Alien Swarm movie live action movie; she has an animated version in the cartoon network comic series of Alien Force, but look her up on wiki if you want a clear idea.)

"Been awhile, Ben. How's the alien fighting business going?" She asked giving a friendly smile and held the ball under her left arm.

Elena Validus was Ben's childhood friend, they knew each other back when he was thirteen years old and Ben himself felt very attracted to her then. She didn't know about his alien heroics until they reunited just recently during the kidnapping of her father and the threat of the alien chips spreading about.

During that little adventure Elena had the bad habit of keeping secrets from everyone and deceiving them too, especially Ben. They had rescued her father and ended the threat and the last time he saw her was when they dropped her and her father off at Plumber's HQ where she was arguing with Gwen about becoming a fully fledged Plumber.

"Just peachy, intergalactic villains, cosmic threats, and the occasional ancient evil monster that try to end all life on Earth, just the usual stuff." He joked walking up to her.

She pulled him into an affectionate hug and let go.

"Never serious, are you?" She said stepping back and holding the ball up to him challengingly. "Care for a challenge, Ben? I bet you can't beat me."

Ben smirked. "Oh I've been getting better over the years, cutie." He said accepting the challenge.

Elena blinked twice and a small red blush appeared on her face, she always thought that Ben was simply guy pal who thought of her as a regular buddy, he never once called her 'cutie'.

"Show me, handsome." She said letting the ball drop only to be stopped by her left ankle and it held in place waiting for him to make a move.

Ben dashed forwards to close the distance between within a few feet she made a swirving turn and kicked the ball along as she attempted to sideswipe Ben.

"Oh no you don't." Ben said competively with a smile as he anticipated her side turn and strafed to intercept her and quickly attempted a sliding kick in order to steal the ball, but Elena was ahead of him and punted the ball high up and she barely dodged Ben.

"Hah, not bad, just not good enough, Ben." She said as she made her way to the goal and scored.

'She's got a lot stamina to pull that off, her having energy is huge plus though.' He thought mischievously.

"Ready for more? I'm game if you are, hotshot." He said attempting to coerce her into more rounds.

She tauntingly blew him a kiss and winked causing Ben to become even more infatuated with her, any minute soon the charm will take hold and she'll do more than that.

"Totally, so far I'm not all too impressed, Ben." She said smirking and took off her red leather jacket to hang it on a tree branch nearby. She was wearing a white tank top that would look transparent if she sweated any more, Ben would daydream at the thought.

"But first let's make it interesting, I have an idea that could be fun, are you interested?" Ben said removing his jacket as well and tossed it to the floor. He didn't notice but Elena's attention was focused on him removing his jacket.

She quickly shook it off and listented. "What did you have in mind?"

"Whoever loses must do something for the winner, it could be a favor of any kind and you can't say no to it."

Elena blinked in mild surprise at this idea of an ante, but it did sound like fun. If she won then she could make Ben do 'anything' and he can't say no to it. Already a naughty thought entered her mind and she struggled to replace that thought with the idea of making Ben do her homework for a week.

"Deal! You are so going to lose." Elena said with a confident smile as she took position.

"Oh I haven't been trying yet." Ben replied charging forward.

Half an hour later…

Staring with a dazed look on her face Elena looked at a smug looking Ben after he just scored her goal earning him his victory.

'It all happened so fast…how..' She thought before she blushed at the memory of what he did to use as a distraction that caught her off guard.

She was doing well to block and intercept Ben during his offense but when he made another steal attempt he swiftly whispered something into her ear that made her freeze up leaving him to take the ball and win.

'He said "Your lips are so moist and cute, I want to kiss you, Elena", what the hell? I-I..mean..Ben! But when he said it he sounded like he meant it. Did he do that to throw me off? Oohh what do I do?' Elena thought in blushed frustration and as Ben walked up to her she kept rethinking what he had said and whether or not it was real.

"Well lookey here, I won." He said grinning a goofy expression.

"Yeah you did, you lucked out though." Elena said slightly upset that she lost due to a blunder caused by him.

"Sooo….what do you want for your favor? A deal's a deal." She said crossing her arms and mentally preparing for the craziest thing he might think of.

His face turned serious and Ben invaded her personal space by standing so close to her and placing his right hand gently on her cheek.

"I just told, didn't I?"

Her eyes widened at what he meant. 'What the..! You mean..?'

"I said I want to kiss you, Elena." He said with a certain tone in his voice and he did the unthinkable.

He grabbed her by the shoulders gently and placed his mouth on hers, savoring the supple red lips of hers.

She felt like her soul had frozen over, but didn't react in anyway except closing her eyes and placing her hands on his back. Ben, her lifelong best friend who a superhero was known to all, sucking face with her like it was a cheesy teen romance movie.

She could feel the soft flesh of his lips pressing against her own, she had never felt a kiss like this before or at all actually, most of her years consisted of training and educating herself to take up the mantle of her father, aside from school and soccer practice she hadn't yet pursued romance with anyone. Here it was being delivered to her without hesitation, she didn't want it to end, but eventually it would have to.

'If this is a dream, don't let it end. I feel something else..inside my body…it feels like I'm on some kind of ecstasy, Ben is just kissing me, right? Why does it feel like it's so much more than that? Ooohhh, I don't want it to end!' She mentally thought receding to the charm effect Ben was inducing in her by simply kissing her.

With reluctance he let go and a small tiny trail of saliva appeared from his lips to the inside of her mouth.

Elena had a dreamy look on her face.

"B-Ben? What …what does this mean?" She asked when suddenly she felt Ben's right hand softly grab her rear and his other one went behind her neck.

"What do you think it means? Do you just want a kiss?" He said smiling giving her bedroom eyes. Elena had never been one to be girly romance gimmicks but right now she felt like he was melting her soul, whatever intense feeling was waving through her being was making her feel the impulsive need to grab him and ravage him right here. She is going to act on the impulse.

'Why is he acting like this? Doesn't he have Julie?' She thought before more pleasure came into her from the euphoria she was under, her panties felt moist, her body felt sensitive, and she felt a very strong hunger for Ben's love right now. Tossing all caution to the wind she pressed herself forward to engage Ben in another French kiss while her left hand grasped his crotch through the cloth and her other hand slid up his shirt.

'Oh to Hell with it all! I'll have this right here and now I don't care! I want this so badly and I don't know why, but who cares. Julie will either have to break up with him or share Ben with me, it doesn't matter, only this does.' Elena thought with her mind and body set on sexual frenzy.

Her tongue pried open his mouth and Ben stuck out his tongue as Elena placed her mouth over it and started sucking on it, savoring every bit of his warm wet tongue into her mouth. She was completely entranced by Ben now so much so that she couldn't imagine this with anyone else.

Her fingers worked the hem on his pants and undid his belt buckle and zipper, wasting no time her right hand dove underneath his boxers to feel up the soft hard flesh of his rod.

'Her fingers are so firm and soft, she really knows what she's doing.' He thought enjoying to massage she was giving his shaft.

The hand that he put on her rear then cupped one of her buttcheeks and he gave a firm squeeze making her mew a bit inside his mouth. She was still licking up and sucking his tongue into her mouth that she didn't notice Ben other hand slipping underneath her shirt after unzipping her red jacket.

'She's not wearing a bra. Sweet.' He thought feeling the soft mound of flesh of her right breast. His hand was squeezing it gently and fondling the nipple while doing so thus earning a moan from her that made her twitch a bit.

No one was watching even though they were in an area of a park that anyone can walk into, it was surrounded by bushes and a few smaller trees, but fortunately the scenery hid their little escapade quite well.

Breaking away from her addicting tongue play Elena drew her head back and looked at Ben with the same kind of look Julie and Gwen gave him, he didn't need to read her mind to know what she was going to say, but she let actions speak for her instead.

"Ben, fuck me as much as you want." She said almost demandingly as she roughly shook off her jacket and pulled her shirt over her head. Before she could pull it all the way up over her head Ben's lips met her own while the shirt still covered half her face. She relaxed and finally peeled it away resting her hands behind his neck.

Ben broke away from the kiss and smirked. "Oh I intend to." He then stripped himself of his upper clothing leaving his bare chest in the open.

Elena then surprised him by placing her lips against one of his nipples then kissing and licking around the area, Ben was surprised and greatly aroused by this sudden new thing she was doing. Taking a nipple into her mouth she let her other hand leave his pants and grasp his chest.

He let one of his hands slide back down her own pants and into her panties, feeling her slightly hairy snatch in his fingers Ben started probing and fingering her.

She gritted her teeth and her hold on his chest tightened a bit while two of his fingers rubbed her clit in circles, his remaining fingers caressed around the rest of her snatch causing her to clutch Ben tight every time he probed her.

"Feel good?"

"The greatest, but my turn to have fun now." She said grinning with a wink and she shoved him down on the soft grassy ground and with a lusty pair of eyes she gazed at him while her hands forced her pants completely off herself. She was now completely nude, her teenage body completely exposed to him and Ben enjoyed the sight greatly. Her breasts were moderately sized and perky, her pussy which was now moist has a very small amount of brown pubic hair and her legs were elegant and smooth enough for him to want a footjob from her. Although she was athletic and trained to fight, it did not take away her bodily beauty and femininity from her petite body.

"Ben, I don't care if you're with someone already, I…I feel like I can deal with sharing with you even if they don't like it. I don't care, I think I'm allowed to be a little selfish this time. Do you love me, Ben?" Elena asked seriously as she stood over him and trailed a curved left foot along his chest sensually.

"I've always had a crush on you, Elena. Years passed and I thought you didn't care about me that way, but with all this now I think I can say without any hesitations; Yes, I'm crazy about you." He said making her blush and make an overjoyed look on her face.

"Let's do this then, let's do what we will always remember. Do you think Julie will mind?" She asked mischievously.

"Let's just say she may be more open-minded than you think, just wait and see, cutie." He said.

"I'm looking forward to it, sounds kinky too." She said not knowing where all these perverted thoughts came from, but at the moment she didn't care to look into it. Right now all she wanted was him and to feel him inside her, but first she wanted to try something she had only seen and heard about.

Leaning over she turned around and bended downwards giving him a perfect view of her glistening clit, she positioned her pussy over his face and her knees on both sides of his head while her head up close and personal with his cock. It was a 69 position, she wanted him to tasted and eat her out while she would suck him off and devour his sperm.

"You have no idea how much I wanted to try this." He said hastily grabbing her hips and lowering her wet folds to his mouth. (slurping sounds) He ravaged her clitoris with his tongue by licking and sucking it repeatedly making her moan his name loudly then he turned his attention to her moist orifice and thrusted his slimy tongue inside letting it worm around while his mouth tasted her wetness.

"Oh yes! Don't stop! Please don't' stop!" She hollered out as Ben continued his ministrations.

His erect member remained rock hard and it was standing attention ready a few centimeters from Elena's face. Not letting him continue without reward she begun to service him by putting her lips on one of his balls and started sucking in the flesh of it.

(Slurping sounds) She continued to suck and lick the meaty flesh of his testicles one after the other then changed tactics and dragged her warm tongue along the surface of his shaft.

'Elena's tongue feels amazing! I really should try this position with the other girls more.' Ben thought as he kept feeling the warm and wet flesh of Elena's tongue, she was treating it like she would a popsicle and he was loving it.

She alternated between licking it up and down then she changes to kissing along the shaft letting her mouth suckle in the flesh. That process made Ben want to explode right then and there, she was that good at it.

"Oh Elena…you rock at this!" Ben said between lickings.

'Oh you haven't seen anything yet, Ben.' She thought when she raised her head and placed the tip of his penis at the opening of her mouth. 'You're gonna love this.'

With great force she shoved her head down taking the entirety of Ben's cock into her mouth deep into her throat.

"Holy..!" Ben called out feeling the moist wet flesh cavern of Elena's throat suctioning his cock. It was a feeling of unimaginable pleasure and he hoped he wouldn't shoot off too soon.

She heard him moan out loud and it satisfied her to know she was causing this in him so she went to work on his rod by moving her head upwards then downwards repeatedly. The feeling of his cock leaving her mouth then the thrill of it re-entering over and again until she went faster and faster.

(Sucking and slurping sounds) Ben was still savoring her snatch and the wetness it provided while struggling to keep himself from blowing, but Elena went even faster and the wet slurping sounds became a little louder with each suck.

"Oh Elena I'm cumming!" he said muffled between her inner thighs.

She then went down to the deepest level possible where her nose was tickled by his pubic hair and his length completely inside her mouth.

With his hips jerking wildly with her head staying on his bouncing length she received her his payload of sperm flooding down her throat. His hips kept jerking as he kept shooting off into her mouth, after a ten more seconds he finally stopped cumming and she raised her head up.

With loud gulping sounds she swallowed bit by bit of Ben's cum inside her throat, there was still was some even on her face and she looked around at Ben and opened her mouth.

He saw the bottom of the inside of her mouth flooded with white cream and when she closed it she made a loud gulping sound and reopened it to see it all gone.

"Oh I so love you." Ben said lustily.

"I know you do, i also knew you had a crush on me back then. Well, Ben, let's make your fantasies about me a reality then." She said grinning a foxy grin and got up off of his prick. She got a few inches away from where he was laying and got on her hands and knees wiggling her ass towards Ben.

"Fuck me doggystyle." She said like she was in heat.

Ben got up like he was hypnotized and walked over and kneeled behind her. His cock was still hard even after coming and he planned to fill her up this way as well.

He placed his hands on either on her ass cheeks and lined his hardened member against the folds of her sex. With a strong thrust he entered her and heard her squeal out in pain and delight, she was a virgin too until now, the trickle of blood coming said so.

"Are you okay?" He said craning his upperbody against her back so that her head was next to his.

"Yes I'm fine, keep going. Please." She said with a joyful look on her face and Ben nodded as he started thrusting.

His cock which was now lubricated by her blood and juices made it slide in and out in rapid succession causing waves of intense pleasure to flow through them. Since the charm was active it would also enhance the pleasure they were feeling and it looked like Elena was feeling all of it times ten.

"Yes yes! Keep going, Ben! Keep fucking me!" She said in ecstasy as his rod kept plunging in and out of her suctioning orifice.

He gritted his teeth as his the tightness and wetness of her snatch was overloading his member with extreme pleasure enhanced by the charm. Wet slapping sounds were being made as the teenage boy continued fucking his longtime friend doggystyle.

Ben lurched forward and captured her bouncing breasts in his hands and cuddled his face alongside hers while he kept pounding her teenage pussy in bliss.

They had been going at it for almost ten minutes so far and they each felt they were close, but Elena then turned her head around to kiss him sensually in the mouth and whisper; "Ben, I want you to get me pregnant with your baby."

That sent him into his orgasm as he lunged his hips one final time while hearing her holler out her orgasm with his.

"Oh Elena!" Ben cried out as his hips jerked and cock twitched repeatedly sending jets of his sperm into the climaxing pussy of another girl he loved.

"I love you, Ben! I love you!" She said as she felt her pussy fill up with streaming spurts of his cum while her vaginal muscles clamped down on his rod at the same time.

After a few second their orgasms subsided and Ben collapsed on the ground exhausted, Elena laid beside him with her head nestled comfortably on his chest. Her snatch was dripping with his cum as there was so much of it in there.

"This is a whole new thing for us, isn't it?" She whispered and he looked back at her with a loving expression.

"It sure is, we'll have to tell Julie later though, I don't think she would be opposed to the idea though." He said mischievously.

"Sounds kinky, I'm openminded enough to try anything. Why wouldn't she be though?"

"Long story, I'll explain later, but for right now let's just chill here and relax." He said staring at the sun set sky.

"I'm interested in hearing the story, but yeah you're right." She said looking with him.

"You know, having another girl with us would be very fun for you, Ben. Want to know why?" She said grinning.

"Why's that?"

"Because if you cum inside me then she would suck it out for herself, that would be fun, wouldn't it?" She said noticing Ben's arousal and his dick re-hardening.

"Yeah, I'm glad you're open minded, very glad, because later things will get very interesting." He said cryptically.

After a few seconds of quiet then they each said something.

"I really do love you, you know." Elena said smiling and blushing at the same time.

"I know, I love you too, Elena." Ben said as they lay there like a couple or soon to be part of harem.

End of chapter Four

AN: Well I hope you all liked it, it's a tad hard to imagine Elena animated unless you saw one of the alien force comic books, but I leave no girl out of this. I thank you all for the ideas and suggestions and I will put nearly all of them in there, even groupings and OCs. Next chapter and the one after that will be listed below and I try to update every week or less. Well leave any thoughts, comments, reviews, or suggestions if ya have any. Laters.

Next:

Chapter Five: Charming Caroline
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