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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
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Chapter Five: Charming Caroline

Chapter 5: Chapter 5

A/N: Sorry for being late everyone, school things and with it near the end of the semester I have been busy, plus procrastinating is a big No-no this time around. Just letting everyone know I will not use Ben's mom in all this, but I will use different time versions of Gwen or Gwendolyn and Charmcaster. Essentially every woman and girl except for a few will be used in this story, I lie to you not, but out of respect for women I will not simply write them immediately jumping Ben's manhood, there will be actual story and some depth into it first. RGZ Archer and BenGwenfan have been kind enough to give me a thorough summary of their ideas with creativity with time travel and CC and adult Gwendolyn into the mix. Thank you guys. Well on to the story!

(FYI: Caroline is Charmcaster's disguise form she used when she manipulated Kevin, she has blonde hair, blue eyes, and looks gorgeous.)

Ben's Girls

Chapter Five: Charming Caroline

By Jehuty-Prime

It was a Friday morning and on top of that it was spring break for Ben from his school, here he was sleeping soundly on his bed with a smile on his face about recently banging his childhood sweetheart; Elena. It was only two days ago and the day after she and Ben were talking on the phone all during the night about nearly everything unrelated to aliens. For the first time he actually felt rather average and not part of a alien and heroic world, he felt normal, if you count normal as being a guy who has just been 'charmed' into charming other girls into intercourse with him that is.

He used to feel like the lowest pervert on the planet, but strange as it is to say he had faith in Charmcaster's words when she told him it will all work out. He never thought that sorceress would be to him what she is now, but what more is that he couldn't get her out of his head. In the midst of gradually yet inadvertently creating a harem of girls he truly loved he didn't stop thinking about the silver haired wonder and what was she doing at the moment.

'I'm surprised she hasn't shown up again, wait did I already say this before?' He thought to himself as he slowly opened his eyes to the ever familiar ceiling of his room, he felt the cool air the fan provided, the comfort of the blankets he was under, and…. 'The strange wet yet great feeling I'm feeling on my wang?' Ben thought as shot up and tossed his covers away revealing a mane of red flowing hair that belonged to a fully clothed female whose lips were occupying his member.

"Gwen?" Ben said mistily as he was feeling dazed from the suctioning pleasure she was giving him.

Lifting her head to greet him with a loving smile and thin trail of precum dripping along her chin from her lips Gwen gave him a sexy wink. She was wearing her usual red long sleeve with black vest and blue jeans, but as a change of pace she let her hair flow freely. The look matched completely even if it did bring out her tom boyishness a bit more.

Taking one longer lick along his shaft, while earning a strained groan in the process, Gwen ceased her oral ministration and spoke. "Just thought I would give you an enjoyable wake up call, you like?"

Ben only nodded and grinned his satisfaction. "I would like more if you continued, 'Mary-Jane'."

She smiled sarcastically. "Like the nickname, don't like that it came from a comic book universe, but just because I like you I think will finish the 'job'." She was about to close her lips on the tip once more until they both heard a shuffling of footsteps along the stairs, on reflex Gwen quickly pulled Ben's pants over his erected member and shuffled off his bed trying to look nonchalant.

As if on cue Ben's mother; Sandra appeared in the doorway with a 'get your lazy butt out of your bed' look on her face when she looked at her son lazily lying back down into his pillow.

"Still not budging, Gwen?" She said crossing her arms.

Gwen pulled off the innocent look with perfection and gave a shrugging gesture. "I tried 'something' new and he's still wants to lay there like a lump." She added sighing in her fake act.

"Come on, mom. It's spring break, what other boys want to get up bright and early at"- He paused and looked to his left at the alarm clock.-"Nine AM?"

Sandra looked around at the dirty room littered with various clothes, comics, and other needless junk then looked at Ben disapprovingly. "The kind of boys that don't want to spend all day picking up their room because their mothers took away their Playstation3s and ipods and sell them to a pawn shop."

"On it!" Ben said panicked as he jumped out of bed and made mad dashes around the room cleaning it up little by little, even Gwen and Sandra were amazed at the speed he could perform without alien support.

A couple of minutes passed and Ben stood panting and exhausted, his room was now litter free and his mom smirked in victory.

"That wasn't so hard, was it?"

"You're pure evil." He gasped and she chuckled at that.

"Oh it's totally evil of mother to tell his son to sanitize his room, I must be Hitler then." She joked and walked over to the window and opened the curtains revealing the ever blinding sunlight to Ben's early morning eyes. "It's a beautiful spring day outside and you should try to enjoy it while you can. I'm sure Gwen would like it if you two went outside to mister smoothies or whatever." She suggested.

Gwen's head shot up a little as she got an idea from her suggestion and turned to look at Ben who was now lying on the ground floor.

"Yeah, Ben. Why don't you take me out for some sunshine and smoothies? It sounds like a great idea don't you think?" She said sweetly in an almost false voice while adding a wink so he can he confirm it; she wanted some alone time with him and his mother was practically giving them permission without even knowing it.

Getting the message and sighing a 'yeah' to the ladies Ben got up and went to his bathroom to get dressed.

"I'm impressed, Gwen, usually it takes a lot more bickering on his end until he gives in. Maybe he's becoming more mature, either that or you have a way with controlling men." Sandra commented lightly.

"Oh I definitely have a way with Ben alright." Gwen said cryptically and earning Sandra a cock eyed expression.

Minutes later Ben got out dressed in his usual attire and walked out of the house with Gwen to the nearby park and once they were out of sight from his parents they walked holding hands.

The day was bright and the sky was cloudless when the two teens came to a rest at Ben's favorite smoothie stand and sat down for a drink.

"So do you think she suspects anything? I know my mom to be a pretty damn good detective when it comes to her son hiding things." Ben said taking a sip from his smoothie cup.

"I don't think she does, but the cat has to come out of the bag sooner or later, right? Secret is only harmless until it blows up in front of everyone, better to tell them sooner than later, Ben." Gwen said holding her cup while she slipped her right foot out of her shoe and placed it on his bulge through his jeans.

Ben nearly choked on his smoothie upon contact then relaxed a bit while Gwen's foot continued it's ministrations. He mewed while the soft elegant right foot of hers worked it's way up and over his crotch area.

"Uh…well, speaking of secrets…..oh you do that like a pro…" Ben stammered trying to speak but Gwen's little practice was distracting him too much. 'I should tell her already, and Julie and Elena too, that all this came from Charmcaster's seducing me. What if she hates me for it and never speaks to me again? I should at least tell her about her not being the only girl who's…ooohhh yeah….she's good at this.' He thought until two of her toes pried down his zipper with expert precision and she dug her soft foot deeper into his pants.

"G-Gwen…I have to tell you a secret…" He struggled to say during all the pleasure. He looked at her with a serious look and she nodded in understanding, but she kept her foot inside his pants though she was not continuing her fun.

"With that look I guess it's pretty serious, what is it you need to tell me, Ben?" She asked.

'Well here goes, worst case scenario is that I become a pariah from essentially everyone including the girls, and best case scenario is she takes it in stride and agrees to a foursome with me, Julie, and Elena.' Ben thought before taking a deep sigh and-

"Is this seat taken?" A sultry feminine voice spoke up right behind him surprising the two of them and interrupting Ben before he could finish.

Slighlty frustrated Ben turned around and immediately he felt his jaw drop.

The girl was drop dead gorgeous; she had medium length blonde hair with a bang to the side of her face, wore a red short sleeve T-shirt along with a tight fitting white mini skirt and white tennis shoes. Add light blue eyes and an alluring gaze and you got a blonde bombshell that was now inadvertently making Gwen glare at her.

"Yes it is." Gwen said icily. "Do you mind? We're trying to have an important conversation here."

The blonde newcomer merely looked back at her with a frown of dislike written on her face, but then she smirked like she knew something.

"Not at all, continue your conversation right while I sit right here next to your cute friend. By the way by name's Caroline." She introduced herself as she sit down on the bench next to Ben and scooted a few inches closer.

Ben was dumbstruck and a little red in the face, but even he knew well enough when Gwen is angry the person she's mad at better run like hell. It was clearly seen on the redhead's face with a set of eyes glaring daggers at the girl.

"Uh look you're nice and all, but I'm afraid you have to leave. You're upsetting her and we were talking about something personal, ok." Ben said forcefully until she batted a playful wink his way and instantly there was a familiar dark violet glow in her eye when she did that.

Ben's face became one of shock as he realized who this was now. 'Charmcaster…! What is she-' He thought before she spoke again.

"Oh? Are you and her close? Is he your boyfriend? If he isn't then I'll take advantage of that fa-"

"Yes he is! Now get lost." Gwen said more aggressively and she clenched a glowing fist under the table as she was anxious to use it.

Caroline then chuckled and made a rather devious look. "So he is, isn't he. Here I thought he already had a girlfriend by the name of Julie Yamamoto." She said smirking and instantly Ben felt ashamed of himself, but Gwen was getting closer to pummeling the girl with a spell. "Oh that's right, I know all about you all, who wouldn't? You're pretty famous for fighting aliens and other supernatural wonders, you know."

Suddenly Gwen got up and aimed a glowing energy fist at her in a threatening way. "Leave now or else."

"Caroline stood unfazed by the threat. "So you and your cousin are cheating with each other on that poor Japanese girl, tsk tsk. Would it be similar to how a certain other spellcaster entranced and completely tricked your old boyfriend Kevin Eleven?" Caroline said smirking and Gwen, though she got over Kevin now, got royally pissed off and without hesitation shot a blast of mana at her.

"Shut up!" Gwen said firing an energy blast when Caroline's eyes lit up as well and a quick reflex she bounded the attack with an energy hand of her own.

"What? Charmcaster?" Gwen now realized and Caroline simply winked and back flipped away from the table and into the clearing.

"Oh you're not getting away from me, you bitch!" Gwen said running after her while Ben stood there somewhat dumbstruck. 'What Charmcaster's angle this time? Piss off my cousin enough to want to kill her? And here I was hoping she would have changed a little bit, oh well. Better follow after her before Gwen falls in to whatever trap she's setting up.' He thought before running after his cousin.

When Gwen was at…

She found herself in an empty tennis court that was public and near some apartments, but she found no sign of Charmcaster. The sorceress made good on provoking Gwen when hitting on Ben in front of her, but that was the main reason, when she mentioned Kevin the thought popped into Gwen's mind that Charmcaster would do the same to Ben.

"Like Hell you will, Charmcaster. Ben is with me and if you think you can steal him away then you got another thing coming." She said to herself looking around to see nothing.

"Oh Gwen, I already did, but I'm more than willing to share with you." A voice said from out of nowhere and Caroling appeared a few feet from her.

Instantly Gwen's fist flared up and she readied to deliver a serious ass whooping to Charmcaster.

"What do you want, Charmcaster?" Gwen demanded.

Though she didn't release her disguise form she stared Gwen down and didn't activate her magic.

''Two things; to talk and to have some fun." Caroline said placing a hand on her waist.

"Well I'm not in the mood for talking."

"You know it's uncanny how similar you and Ben are, when I first approached him like this he got gungho about fighting as well. Then things cooled into a steamy night afterwards." Caroline said making Gwen cock an eyebrow.

"What are you talking about? When did you do this?"

Finally Ben appeared in the court panting from his run, he had only been a few minutes behind but the girls can indeed run faster. Caroline immediately took notice of his appearance and smiled jovially.

"Ah Ben, about time you made it. Why don't you tell your cousin to cool down before everything goes south." Caroline said waving to Ben as he walked to stand by Gwen's side.

"What are you up to, Charmcaster?" Ben asked hoping she wouldn't reveal that night to Gwen of all people, if his cousin got steamed just seeing her flirt with Ben then who knows what she will do if she tells her they slept together

"Ben, what does she mean by 'steamy night' between you and her?" Gwen said tensely as she eyed him dangerously.

Ben gulped, well this it, the cats are going to be out of the bag and crap is going to hit the fan. 'I just hope after this then she'll still talk to me at least.' He mentally sighed as he was about to speak, but Caroline beat him to it.

"I seduced him." The blonde stated simply and immediately Gwen looked at her in total stupor and shock. "You heard me, I seduced and had sex with your cousin, I know you did as well. It's obvious, but don't be mad at him, I magically subdued him and like my namesake 'charmed' him into loving me. What do you think?" Caroline revealed without hesitation.

Like a bomb going off Gwen became the angriest she had ever been and charged up her magic attack to blast the young woman in front of her without holding back. "YOU TWISTED BITCH!"

'Ben knew if she didn't fight back she would be killed by Gwen's attack, he had to do something and as much as he resented or even hated Charmcaster, he couldn't let Gwen stain her hands with death.

"Gwen wait! Stop!" Ben ran behind her and grabbed her arms to prevent her from firing and even though she didn't have much arm strength it was still a struggle to restrain her.

An outraged Gwen turned her teary eyed face to look at him in outrage. "How could you! Let go of me! I hate you! I hate YO-" Gwen's tirade was cut off when Ben stifled her lips with his and a deep warm lover's kiss.

Gwen felt her anger fading little by little, but she still tried to break free and blast Charmcaster to oblivion, though Ben was preventing her from doing so as he held her arms and kept her lips busy.

Little did she know that while Ben was doing this the charm was in full effect causing her to lessen her anger, but she was still pretty angry. A certain pink glow that was not mana lit up in Gwen's pupils as he kept kissing her, the charm was increasing with the love Ben felt for Gwen and though slightly tarnished by CC's confession Gwen's love for him remained intact.

Caroline casually walked up to the pair and did something very unexpected; sliding a delicate soft ivory hand up Ben's neck and took his head off Gwen's lips and placed him on her own.

Ben was now shocked as well as confused, here he was trying to calm Gwen down and her least favorite person just stole their kiss moment and turned it into her own.
Gwen's face became one of euphoric daze since the charm mixed in with Ben's kiss wore her down and nullified her rage and energy, but there was still anger and it would build up again at the sight of the blonde vixen frenching her cousin, but thankfully Ben's lips reoccupied hers again.

'Why don't I feel like attacking her? Why…do my legs suddenly feel like jelly when he kisses me?..I was angry…so angry…but for some reason my body feels like it's in heaven.' Gwen thought when she felt Ben's arms slide from her arms to her torso and slowly lift up her shirt along with vest up.

Suprisingly Caroline's hands made contact with Gwen's bare abdomen and gently rubbed her mid section in soothing circles, the shock at finding Charmcaster of all people fondling her now was evident but subsiding as waves of more charm induced pleasure clouded her mind and judgment.

Caroline then put her lips to one of her ears and whispered something as she put her left hand between Gwen's legs.

"I'm not stealing him from you, Tennyson. I'm simply sharing him with you and who knows how many other girls he enticed, everybody wins. You can marry him and have his kids, but be open minded to this whole new world as well as the fact your ring may not be the only one on his finger." Caroline whispered exotically as she took a small gentle lick on her earlobe.

Gwen felt like punching her right then and there just for touching her, but the ministrations Ben was giving were too much and she pretty much melted into his arms, his hands were now reaching up underneath her shirt and feeling her clothed breasts.

Caroline however was pulling Gwen's pants down over her ankles, the tight fitting jeans were being dragged off her smooth creamy legs until they were off completely and tossed somewhere by the net.

Ben had just finished pulling Gwen's red shirt over her head and as soon as the red cloth left her head Ben returned to kissing her mouth letting his tongue wrestle with hers frantically.

Gwen mewed on effect and wrapped her arms around his neck to further the kiss. Caroline who was watching it in enjoyment grabbed the bottom of her own shirt and slowly lifted it up until it was just above her breasts and let it stay there. She didn't wear a bra and let her supple petite breasts out in plain sight for Ben to see.

"You weren't wearing a bra?" Ben asked as he separated his lips from Gwen's.

Caroline then grabbed her skirt and lifted it up but not to take it off. Ben almost had a nosebleed when he saw Caroline or rather Charmcaster's completely shaved smooth snatch in all its glory.

"Not wearing any panties either, I never do." Caroline said huskily as she walked over to them and kneeled down in front of Gwen, who now had a pleading look on her face at Ben to more making out, but Caroline had other plans.

"Charmcaster, what are you do- oh!" Ben said in awe when Caroline grabbed Gwen by the face and inched her pink red lips closer to hers until the blonder started sucking Gwen's lips with her own.

"Hhnngghh…..hhhmmmmmm." Gwen murmured in satisfaction as the blonder witch sucked the upper portion of her lips with hers while letting her wet tongue dip in to her mouth at the same time.

It was the hottest thing Ben had ever seen.

The sight of two sets of lips worming their way over each other along side the tongue probing was more than enough to spark an erection in Ben's pants that the girls took notice of.

Gwen, while still under influence of the charm though still fully aware of what was happening, gazed at Ben's tented pants and reached behind her back to unclasp her bra. Caroline then hiked her own skirt up until it was at her belly and let it stay there.

Now he could fully see both Caroline/Charmcaster's breasts as well as her moist womanhood and Caroline then grabbed the waistband of Gwen's panties and slid them off as well revealing Gwen's now wet pussy to Ben.
They both kneeled beside him and each girl placed on his crotch and began to grab and rub it feverishly. Ben could feel his erection getting bigger and he was getting slightly more anxious to just pound away at one of the girls since they were making him even more aroused.

Both the girls were looking then Caroline smirked and decided to have a little more fun by grabbing Gwen's head with her free head and turning to face her, Charmcaster engaged in another mouth sucking make out session with Gwen while they were still caressing his manhood through his jeans.

"W-wow….this is unbelievable." Ben couldn't believe his luck, now he was being serviced by two beautiful girls. One being his cousin and the other being the sorceress that started all this.

With a zipping sound the hem of his jeans were shimmied down his body by the both the girls' hands. He looked at Gwen and saw that familiar sexually hungry look in her eyes and figured she was in deep into the charm effect he had over her, hopefully she would accept this bizarre multi-relationship when her sense come to.

"What is? You mean this?" Gwen said letting her right hand dip into his jeans to pull his rock hard member and looked at Caroline who nodded. "Or do you mean this?"

Then as if lightning struck in the same place three times in a row, Gwen and Caroline both placed their warm wet mouths on his shaft and his testicles.

'Oh my..! This is Heaven! Huuuhhhh..yeah' Ben mentally gasped in exhilaration as the mouth of the redhead sucked in one testicle like a lemon while the blonde slid her tongue up and down his length repeatedly.

He could literally feel the wet flesh of the tongue of Gwen licking around his testicles like she were devouring a treat and Caroline was licking his pole like a Popsicle and savoring the taste too.

Slurping sounds could be heard as both girls were servicing Ben's cock for a few minutes and when they heard him groaning louder they figured it was time for the big finale.

With reluctance they let go, it was weird that they were almost in sync with their actions, and they Caroline laid on the bottom while Gwen laid on the top and both girls were looking back at Ben with anticipation like animals in heat.

"Come on, Ben. We're waiting…" Gwen said in a lusty tone.

"Better yet, come in." Caroline said chuckling a bit.

Ben, now waiting for anything else in the world stood on his knees facing the girls, removed his shirt because he was feeling much heat, grabbed his member and positioned his hardened yet twitchy cock at the entrance of Gwen's wet vagina.

"Here goes…for uh both of you." He said shoving his hard dick into his cousins waiting snatch.

"Oooohhh yes!" Gwen cried out in pleasure as she could hear the wet slapping sounds of her cousin slamming his hips into her, the penetrating wet fleshy feel of his cock repeatedly entering was making her arousal reach high levels.

Caroline placed one of her hands between her legs and started fingering her pussy hole in accordance with the arousal Ben was inflicting on them, additionally she grabbed Gwen's right breast and started sucking on it thus increasing the redhead's volume.

After a few minutes of fucking Gwen Ben reluctanctly pulled out and entered Caroline result an increase in her volume.

"This is great! This is fantastic, Tennyson! Faster! Faster!" Caroline panted as her body was now sweaty along with Gwen's and in extremely close proximity their bodies were rubbing each other while Ben was porking one after the other.

After a few more minutes of fucking Charmcaster/Caroline, Ben gritted his teeth and his thrusts became more erratic.

"Girls I'm close." He said.

"Release inside me, Ben." Caroline said winking and circling her tongue around her mouth and as soon as she did that Gwen took her mouth and slid her own tongue inside.

The sight set Ben off and instantly his hips started jerking wildly. "I'm coming!"

Caroline's legs wrapped around Gwen's lower body as she felt multiple spurts of semen fill up her cervix causing her to orgasm as well.

Just before Ben lost it all insider Charmcaster he quickly pulled out and inserted it into Gwen.

"Oooh yess!"

Gwen was now feeling the gushing torrent of semen fill her up as well.

After a few more seconds of cumming Ben sloped back and laid back on the ground exhausted, the girls laid on top of each other spent as well and with Ben's sperm gurgling out of their snatches.

"Wow. If I died right now I would die the happiest man on Earth." He said to himself when he saw Caroline get up and drag Gwen to lay down with Ben.

At that moment she finally released her form and became the silver haired version of Charmcaster again though still naked.

"That was amazing, we need to do this more often definitely." She said crawling over to him to lay at his side.

"What about Gwen? Won't she be angry after this? I mean the charm had its fun on her and now that feeling is gone, what if she breaks up with me? It's not like I was comfortable seeing enchanted into a sex frenzy." Ben said somewhat ashamed.

"Hmmm, don't you worry about her. She was fully aware of what has happening during all of this, I think she may come to accept it, at least her body has anyway. You two will talk it out together, but if she sees me again then she might refuse to listen. Some alone time between you two is what's best." Charmcaster suggested.

Ben only nodded and looked at his redheaded lover affectionately.

'This is going to be one very long talk later.' He thought to himself.

"By the way what is your real name anyway?" He asked looking at her.

"It's Caroline, honestly. That's my real name by birth and I haven't used since I did that disguise." She said

"Pretty name." He said earning him a quick kiss on the cheek from her.

"It's not like I'm named 'Charmcaster', ya know."

"I know, sigh, looks like I'm gonna be in a lot of mess later."

"Maybe, but where would the fun be if not for a little danger?" Charmcaster said as Ben thought about more prospects of who to 'entice' if Gwen,Julie, or Elena even let him go on with this.

'Hmmm, I wonder how Helen is doing.'

End of chapter Five

A'N: Well I hope you all liked it, took me awhile to type though, anyway I have received some interesting ideas from RGZ Archer about to how to improve the fic to avoid redundancy and I will implement them later on in the story. I'm hoping to see Elena's animated form when Ultimate alien appears, I know it will probably suck, but still. Generator Rex looks cool and I'm looking forward to that, but you all can look forward to my next chapter. , Well leave any reviews, thoughts, suggestions, or comments if ya have any. Laterz. Oh yes I will use boob jobs too.
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Ben's Girls