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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
- 6
- 7
- 8
AN: Update time! This chapter is the start of two or three part story arc ,the first part of the chapter is with Helen, the second part is where the story arc begins. so most of the credit goes to those two geniuses. I hope you all enjoy this chapter because there will be a lot going on, I guarantee you. Enjoy.

Ben's Girls

Chapter Seven: Timeless Lust (Part one)

By Jehuty-Prime

It was night time at the moment and inside a part of an aerial Plumber's helpers ship, there was a certain 'session' going on between one teenage boy with a suped up wristwatch and an alien girl with blue skin that had her semi-hind legs wrapped around his lower torso as well as her smooth blue tail diving underneath his pants.

Her arms hooked themselves around his neck and his back while Ben's mouth was kissing and sucking on her neck. In Helen's point of view she felt like her body was on fire, in a good way, her vest was already hanging open and one of his hands were already up her shirt feeling her breasts.

Ben's mouth let go of her neck much to her reluctance. "You're pretty well endowed for someone in her teenage years." He said kissing her on the lips once again.

She smirked inwardly and opened her mouth further to let his tongue worm it's way in for her to suckle on. While she did this Helen could feel him hardening quicker and instead of using her tail she slid her right hand down his trousers to feel him.

Ben slid her black shirt up enough so that her supple C-cup breasts were visible once more. Ben gazed into her eyes to see a silent pleading and he nodded before leaning forward to take her left nipple into his mouth.

Helen moaned and Ben grabbed the other one with his right hand and grabbed, squeezed, and fondled it earning a loud moan from her.

'My knees feel really weak. He must have had experience with this…ooooaaahhhh…' Helen was cut off from her train of thought Ben sucked harder on her nipple and licked around the areola causing heightened waves of pleasure to flow out through her body.

Fortunately since they were inside the ship Helen picked him up in, there was no one around to worry about with the loud noises she was making and the louder ones she was going to make.

She could tell he was definitely eager since now he was pulling her pants down her legs with his unused hand, she knew instinctively that they were both too impatient for clothing right now. With a jerk and kick her tight fitting black pants landed across the room space and Ben placed the hand he used on her pants on her unclothed heated snatch.

"Ben….you're way too good at this….!" She whispered breathlessly not out of suspicion but out of thrill.

With a zipping sound Ben smirked then locked lips with Helen again. After a minute of tongue wrestling action their mouths broke apart and he looked at her confidently.

"You haven't seen anything it." He said then Helen's face turned into one of utter surprise.

Ben's fully erect member began prodding her vaginal entrance and steadily drilled it's way into her.

"Hhhoooooohhh….." She moaned a bit then bit her bottom lip in slightly scared anticipation.

"Are you a virgin?" Ben asked.

"Yeah, with what I look like it comes as no surprise." Helen stated quietly after nodding.

"Do you want to lose your virginity to me, Helen?" Ben asked warmly cupping her face in his hand.

The pink glow filled her eyes once more and she answered his question by letting her long tongue out to lick surface of his lips seductively.

Ben understood and with his hips he aimed then probed her labia with his ready member.

"This may hurt a bit." He said giving a strong thrust into her snatch causing her to whimper loudly, but only slightly. The tip was inside and about to breach her hymen, despite knowing there would be pain Ben thrusted his cock once again and penetrated Helen taking away her virginity.

"Aaaaooowww…." She struggled to stifle her cry of pain and found it hard to do so if not for Ben locking lips with her once again to stifle the pain somewhat. "oooowwhhmmmmm…." moans of pain then slowly turned into moans of pleasure as his hips gyrated slowly as he adjusted inside her while her mouth was busy sucking in his tongue.

'I can't believe I'm actually inside Helen, she feels fantastic, I guess the female anatomy is universal then. She doesn't feel any different than any of other girls I've been with. Sure is tight though.' Ben thought as he slowly sank his hips inwards then outwards repeatedly spearing her with his member.

Helen's eyes squeezed together in extreme pleasure and how reaction she wrapped her long blue legs around his waist so that her semi-hind ankles interlocked and her tail slithered around his testicles to massage them in a coil.

'Whoah…! The things she does with that tail of hers…!' Ben thought as he thrust faster and with every jab he felt more of Helen's wet pink passage constrict and moisten his cock.

'I have no idea where any of this came from, but I don't this to go away! I need this, I need Ben!' Helen thought as she felt the invasive piece of flesh dig into her depths over and over again, her mind was in a haze as her body was in bliss. She used her tail's tip to tickle Ben's sac causing him to come closer to shooting off. She wanted him to lose it at the same time as her, which was close and coming closer with Ben grabbing her buttocks hard.

His hips were slamming into hers faster and harder and Helen mentally moaned out loud in pleasure. Wet slapping noises were being made and becoming more constant, soon followed by a collective loud cry of ecstasy from Helen.

Her body tensed and she called out Ben's name and tightened her arms around his neck along with her legs around his waist. Her snatch now convulsed and tightened around Ben's meat causing him to tense his body and call out her name.

"Oooohhh Helen I'm gonna lose it!" Ben said loudly with his grip tightening around her buttocks.

"Lose it inside me, Ben! Let it all go!" Helen answered back with her mind in complete unthinking euphoria.

Ben gritted his teeth and felt his dick jerk and twitch repeatedly shooting multiple spurts of thick sperm into Helen.

"Oh yes, Ben! Yes!" Helen held tightly onto him as her orgasm took place alongside his with her body undulating with Ben's jerking hips. Her juices coating his member while an increasing amount of semen flooded her pussy.

They held onto each other while Ben was finishing up inside her and both orgasms ceased leaving the two teens sexually exhausted. She unlocked her legs around him and he pulled out of her letting a small dribbling amount of his seed spill out of vagina.

Helen laid against the wall of the ship slumping and Ben laid next to her resulting in a cuddling pose of two lovers.

"That was beyond incredible, Ben. You've really made me feel special, I don't think I can repay you enough for that, but I do have a few ideas on how." Helen said smirking then looked across at her legs sprawled with Ben's. Even now she felt a little saddened by the vast physical differences between their races, that meant they would always have to do it within more secure confines instead of regular places like normal humans.

Ben noticed the sudden change of emotions on her face and placed a hand on her face to get her attention. "I know what you're thinking and maybe I have an idea on how to deal with that."

"How? It's not like I can suddenly go human like that, I want to so badly, Ben." She said looking forlorn.

"Who says you can't?" Ben said in a cocky tone as he raised his wrist with the Omnitrix up for her look at.

"The Omnitrix?"

"If it can change me into aliens all the time I bet it works both ways. Especially for you since you were originally human despite being a hybrid." Ben stated looking chipper.

Helen looked somewhat hopeful but still held a bit of doubt. "I'm not sure it can do that, I'm genetically like this and-"

"I'm just your everyday human being, Helen. This thing literally transforms me into so many different alien races that defy the laws of physics. I was able to de-mutate Gwen's brother when he was mutating into a DNAlien, ya know. Nothing is impossible." He said with sheer resolve in his eyes.

Helen looked skeptic for a moment then nodded. "Okay, try it on me then. I just hope this doesn't change me into something else." She said standing up with Ben.

Ben fiddled with some keys and whatever buttons the Omnitrix had and called out to it. "Voice command function: Reverse alien DNA in genetics."

The Omnitrix lit up in yellow and did something unexpected. It projected a little scanning ray on Helen from head to toe, when it finished it flashed green again.

Scan complete; abnormalities found within Human/Klineceran DNA, requesting authorization to perform abnormality removal to allow interchangeable transformation."

"Authorization granted, Perform the procedure." Ben commanded and the Omnitrix lit up bright green and Ben placed his hand on Helen's head.

An eerie green glow filled the area making Ben shield his eyes for a second and when it died down he reopened them only to have his jaw drop.

There stood the naked human female form of real Helen; she had short bobcut black hair, azure blue eyes, pouting lips, and stunned look on her face.

"Abnormality removal complete. Alien/Human hybrid confirmed for perfect health and the ability to change form whenever." The robotic voice of the Omnitrix stated.

She felt around her face in stunned shock and awe as if she couldn't believe what happened. Her delicate five fingered hands roamed around her face to confirm what she was feeling. Her body was half an inch shorter than her alien form since her feet didn't sport the speed orbs anymore, her tail was gone, her breasts were thankfully still the same size and perkiness. Her body was elegant and more womanly than petite for a sixteen year old, she was really just drop dead gorgeous and Ben himself was surprised by her appearance.

"I…can't believe it." Helen felt around her body for the familiar feeling of her tail only to be pleasantly relieved not to find one anywhere. "I'm…I'm…human again…this feels so surreal." She said in a cute bewildered way Ben adored.

"W-Wow….and I thought you were good looking enough in your alien fo-" Ben was cut off by a deep suffocating kiss from an eager Helen. She was so eager she unwittingly made him fall lightly on his back with her on top, but she did not let go of the kiss.

She was passionately letting her mouth wrestle with Ben's and her tongue lapping his in vigor. The two wrapped their arms around each other and Helen was expressing all her joy, happiness, and gratitude into love making. If she didn't know it before then she did now; she truly and deeply loved Ben with her entire being. Those were her thoughts as he delivered a new world to her and a whole new life she thought she couldn't have had.

"Wow you're motivated." Ben said after she removed her lips from his.

"And I always will be because of you. You ready for another round?" She said with a naughty look on her new human face.

Ben didn't need to answer and she already knew what he would say since his dick was now fully erect again and rock hard ready to go.

He smiled and cupped her beautiful face as he leaned in for a kiss which she gladly returned. After breaking the kiss he attempted to get up to try a position, but a firm hand on his chest kept him pinned.

"You just lay down and let me take care of you, my dear sweet Ben." She said in a lusty tone as she straddled and moved her hips down to his cock. "Here we go." She landed her bottom down on his hips letting her wet moist hole swallow up Ben's penis.

"Yes yes!" Helen put more energy into fucking him cowgirl style and her breasts bounced around much to Ben's enjoyment. The feeling her now human female snatch sinking onto his penis recreated feelings of much intense nirvana shared by both of them.

Ten minutes went by and Helen continued riding him like a stallion, his hands grabbed her hips as she bounced up and down on him, Ben felt like he was coming soon already.

He was close and it seemed she still had more than enough energy. Ben felt like he could hold it until she did something else.

Her hips ceased bouncing and started gyrating instead. It was a new level of sexual pleasure altogether as her hips were rotating slowly and sensually with his cock still inside.

"Oh god Helen!" Ben cried out as he came once again shooting off numerous amounts of cum into her womb, his member jerked uncontrollably and continued cumming inside her for a least a few more seconds until he finished.

"Wow." Ben panted with Helen laying on his chest curling a finger.

"I know, right. I think some of your man juice is pouring out of me even now." Helen said nestling her head next to his. "You're incredible, Ben." She said smiling.

Ben grinned and simply stayed there with her, both were spent for the night and Ben hoped she didn't want to go another round. Even he didn't have the energy for it.

"So what's this idea of yours anyway?" Helen asked as they could felt the ship coming close to their destination. She had set it on slow just for the occasion with Ben, she was still glad to had done it.

"Well….you may not think it's a sane idea. I'll tell you but I hope to keep this new relationship with you, Helen." Ben said reluctantly. True he did want to get more familiar girls into this little operation of his since the charm wouldn't turn off anytime soon, but Helen had just discovered new possibilities with life that she could achieve thanks to him. If he told her about the harem and about other girls she might be crushed.

"I have a hunch that whatever it is might be weird, right Ben?" Helen deducted looking at him. He nodded.

"I don't care what bizarre arrangement it is I just want to be with you, Ben. For better or worse, I can't turn anything back now and I won't. I love you that much." Helen said in her heartfelt declaration.

Now Ben felt a little more relieved and gathered up the courage to tell her about everything.

"Well then…"

The next day later….

Somewhere in a desert like landscape there stands a Navajo village settlement, many various native Americans walked around and simply went about their business. One certain Navajo girl walked up to a much older one that was observing a newly established monument in the center of the town.

"Granddad, one of your old plumber friends is on the phone for you." The girl in her teens said holding out a cell phone to her father. The girl was Kai Greene, a former love interest and acquaintance of Ben's five years ago when alien activity went down in the Navajo village.

Her grandfather looked the same as he did before except he wore brown leather jacket and seemed more fixated on the monument in front of him. "I may have a hunch on who's calling, ever since this 'thing' came to the village I've been having an uneasy feeling that things will get dangerous soon." The man said taking the cell phone.

The 'monument' he spoke of was a rather large stone ring that resembled something a stargate from the science fiction movie. It held little or no markings on the ring except for a few indecipherable glyphs at the base of the object.

Kai Green very much looked like herself except that her hair was twisted into a braided ponytail and she wore a light grey tank top with cut off shorts that brought out her thighs really high. Her body looked like any teenage girls except that her breasts were B-cup size and she now wore thin framed glasses.

"I know it's you, Max." Kai's Grandfather spoke into the phone.

"Then you know you have trouble coming your way. Alien trouble. Be ready, I'm on my way now with Ben and his team, Wes." Max's electronic voice spoke from the other end.

"Any idea who? And what are they after anyway? We have nothing of value that aliens could want." Wes Green said back.

"Not sure who yet, but they could be there for the monument you have smackdab in the middle of your town."

Wes looked back at the said object, he knew that thing would be trouble, but never thought that trouble would come in the form of alien enemies. "I knew something was up with that stone ring ever since they brought it into this place, what is it, Max?" Wes said back into the phone.

"A time gate, one of two. Whoever is going to invade your settlement is planning to use it. Ready yourself for battle! We're ten minutes away, just hang on, Wes." Max said hanging up.

He clicked his cell phone shut and looked up at the sky and sighed before running into his house to arm himself.

Where Ben was at…

Inside the ever so familiar original Rustbucket, Max Tennyson slammed his foot on the pedal and pressed a few buttons here and there to activate the boosters.

"Everyone hang on! This is going to get rough." Max called out to the back of the RV where Ben, Gwen, Kevin, Julie, and ship all sat that were now strapping seatbelts on.

Suddenly the acceleration picked up and it felt like they were on an airplane. Kevin covered his mouth in a near vomit gesture. "And I thought I drove fast. Motion sickness here I come." Kevin said gripping the armrests of the seat he was in.

"You get used to it, a little bit anyway." Ben added also gripping the seat he was in.

"How are you holding up, Julie?" Gwen said from her seat.

"A-ok. I think Ship likes it." She said pointing to her now barking mechamorph pet.

Even though the scenery passing the windows was blurring beyond recognition Max flipped a few more switches.

"We might not make it in time. The holo-map is showing the bogey closing in faster on Wes's location." Max said gritting his teeth.

'Navajo Valley, that place brings back memories. The native American girl I had a crush on wanted to treat me like a house pet just because of my alien forms. Ironic. Good times.' Ben sarcastically thought as he had an idea. "Hey Julie can you make Ship enhance the Rustbucket?"

Julie looked at him and nodded smiling. "Ship, do your thing and make us go even faster. You can do it, boy." She instructed her alien pet. It barked it's name twice and melded into the interior of the RustBucket and then the outside appearance changed to black and green circuitry as well. Suddenly the thrusters became bigger and more stable and the result was the Rustbucket speeding even more.

"Whoah!" Julie now gripped her seat as did Gwen.

"Great work, Julie!" Max called out to the back of them. "I can still see visual and thank you, Ship."

"Ship" The robotic voice called out from anywhere.

"Looks like we'll make it there and then some." Ben said feeling his back sink into the chair.

"Looks like we'll also break the sound barrier too if this keeps up." Gwen added gripping her seat.

"What matters is that we get there before whoever wants the time gate does." Max said to himself as the RV made of booming airwave thus making it official that they just now made the speed of light.

Navajo Valley…

Blasting sounds could be heard as Wes Green fired off several plasma rounds at the oncoming invader. He was big alright, looked powerful, wore a strange golden gauntlet on one hand and held a large sword in the other. Not to mention his face looked like something out of 'call of cthulu'. He came alone and didn't take Wes long to figure that this was one very dangerous foe to tangle with.

"whatever the reason you want this thing, it can't be good and I sure as hell won't let you have it without a fight." Wes barked firing more shots at the impassive enemy.

He came closer and swatted his weapon away with ease and held up Wes by the collar like a bullie.

"Did you honestly think you can beat me, Vilgax the conqueror of three galaxies, simply with one of your Plumber weapons?" Vilgax said raising his fist to strike.

"Even if you beat me to a pulp I would sooner detonate the explosives I placed around the time gate than let you activate it." Wes stated boldly holding a discharge trigger in his left hand.

Kai Green was busy helping various fellow villagers out of the area and away from the battle until she saw her grandfather in the grip of the infamous alien terrorist known as Vilgax. She immediately broke into a run towards them hoping to at least distract the alien so her grandfather could get away or get a shot at him.

"Leave my grandpa alone!" She cried out as she dashed towards them. She didn't have any powers or capabilities of a trained professional. She was just an average girl about to face a giant. Mentally she predicted she would be killed on the spot, but there had to be something she could do to save her grandfather then this is it.

"If I punch a hole in your head then your human hands wouldn't function enough to discharge the explosives. Can you be faster than a speedy death, human?" Vilgax sneered readying his fist to kill.

Wes looked at Vilgax boldly then noticed something far off in the distance that made him smile. "No, but I know something that is, squid face." Wes said grinning.

Vilgax cocked an eye in suspicion then turned his head to see the speeding Rustbucket just a few feet away speeding like jet and about to crash into him. Wes took the advantage of his distraction and quickly slipped out of his shirt and landed then started running for it.

"Hey Vil, long time no see!" Max called out from within the armored flying RV as it was about to make contact Vilgax's body.

(Loud Crashing noises!)

The RV Smashed into the said alien and sent him flying into a nearby rocky wall.

The vehicle was unharmed since it was protected and out the door jumped out Ben, Gwen, and Kevin looking ready to kick some ass.

"Ggggrrrr, Tennysons. The greatest annoyances in any of the three galaxies." Vilgax took himself off the wall and dusted off his armor. Sure it hurt a lot, but he was far tougher than they give him credit for.

Max wore his favorite buster cannon on his chest and ran next to his friend to check up on him.

"Got here in the nick of time, eh? Always acting like cliché' action hero, aren't ya?" Wes said smiling as Max helped him back up. "Where did you pick up that RV stunt?"

"Dukes of Hazard, buddy. Now let's show him what we can do." Max said handing Wes a plasma rifle to use.

Kai stood in stupor and awe as Ben stood in the opening looking as dashing as ever. She had nearly forgotten how she behaved with him five years ago and never thought about it much until now. Now after seeing him standing boldly with his cousin and the big kid at his side acting like some super hero team made her feel like apologizing to him for what she said. Maybe it was because now he appealed to her like he was some super hero hunk, though unknowingly a pink glow filled her eyes.

"Hero time!" Ben slammed his palm down and with a fierce green glow he transformed into Rath.

"Let me tell you something, Vilgax; you bring the fight to Earth and I bring the pain to your octopus face!" Rath said in his usual wrestling voice. Rath was one very tough alien, even tougher than Fourarms, but what comes with strength also comes without much intelligence. He was still one of Ben's favorites.

Kevin touched the ground's rocky element and absorbed it into becoming his armor while Gwen flared up her fists with violet energy. While Gwen didn't like Kai Green personally she still had the need to help people, even though she's in this battle Gwen can't help but wonder if Ben's charm effect already affected her. Silently she hoped she would be one of the few that would not join in on their relationship.

"Tch, if you didn't learn your lesson the first time I defeated you then this should be a fresh reminder then!" Vilgax brought out his sword and charged the three teenagers.

Rath leaped forward in an attempt to punch Vilgax's face but the said alien grabbed his fist with his own and slammed the tiger alien down on the ground hard, but Rath wasn't out yet. He grabbed Vilgax's arm with his legs and twisted it in a wrestling move that pained and distracted Vilgax long enough for Kevin's sneak attack to come in.

The Levin boy had his rock skinned arms morphed and shaped into large hammer like versions and he used them to pummel Vilgax in the chest.

Pow. Vilgax backfisted in Kevin in retaliation, the boy landed a few feet away and before Vilgax could attack again he was bombarded by energy blasts from Gwen.

"Grrrr! Pitiful." Vilgax shielded himself with his gauntlet arm and shot out energy beams from his eyes back at Gwen courtesy of taking that power from Ultimo. Gwen shielded herself with her violet energy, but the force of the beams busted through and knocked her back with an impact wave.

Max was steadily aiming his adorned weapon ready to fire full blast at Vilgax at the right moment. The kids were keeping him busy and he was by no means a pushover.

"Did you humans really think you can beat me so easily? I-" Vilgax didn't finish when he felt Rath latch onto his back and climb up his shoulders in his blind spot.

"Let me tell you something, Vilgax; the only thing harder than a punch is…." Rath raised his head back and readied to bash within coordination with Vilgax's face.

"….A HEADBUTT!" Rath slammed his noggin into the green alien's skull with great force and intensity that made the alien warlord stagger back a few feet in blinded and pained haze.

'Now!' Max pulled steadied his aim perfectly and smiled to himself. "Off now, Ben!"

Rath looked his way and jumped off right before Max pulled the trigger unleashing a hyper beam of bursting blue energy towards an unsuspecting Vilgax.

A bright flashy impact of blue energy hit it's target sending him flying a few feet and landing against the surface of the time gate. He took a critical hit , but he was not out yet.

Gwen, Kevin, and Wes flanked the collapsed alien tyrant on one side and Max along with Rath flanked him on the other. Rath had his forearm claw blades out, Gwen aimed her energized hands at him, Kevin had his morphed arms shaped like blades, and Max aimed his firearm with Wes at him. He was surrounded and he knew it, but why was he smiling.

"It's over, Vilgax. You've endangered my friends and family for the last time, this is where it ends for you." Max said charging up his cannon again.

Vilgax chuckled and then started laughing even louder in a maniacal way much to the confusion of everyone surrounding him.

"When has it ever been over, Tennyson? I've always come back from the brink of destruction because of wit and my desire to rip you apart, but if you've think you won this battle then guess again. In fact you actually gave me what I came here for." Vilgax stated arrogantly when unexpectedly the time gate activated surprising everyone except Vilgax.

The ring like stone gate displayed an aquatic energy flow inside the circle and it looks to be completely stable and ready to go.

"The moment I fell beside this instrument I quickly input some commands and activated the time gate myself!" Vilgax stated jumping up into watery energy flow to travel back in time.

"No!" Max and the others were distracted by the vacuuming wind forces the time gate activiation created and Vilgax used that opportunity to enter it. Max quickly aimed his cannon, but the cosmic forces of the Time Gate were too much for him to get a shot at him.

"See you yesterday, Tennysons!" Vilgax said triumphantly as he entered his body entirely vanishing into the time vortex.

"We need to hurry after him!" Gwen called out trying to brace against the wind forces.

Rath and Kevin nodded and they all jumped onto the platform in an attempt to enter the vortex only to have the energy flow dissipate and the time gate deactivate.

"No. It shut off?" Max panicked as he observed the now decommissioned time gate, maybe it was a coincidence or maybe Vilgax was two steps ahead of them and set it to do shut off before they could use it.

Max and Wes ran up to the Time gate's bizarre control panel, if you could call it that, the command keys Vilgax activated were hieroglyphic gem stones shaped like symbols that were embedded in the base of the time gate.

Rath changed back to Ben in a flash of green light and he with the others jumped the platform down to Grandpa to get a look at it as well.

"Who can read this stuff? We have no idea what Vilgeek pressed to turn it on in the first place." Ben stated hotly.

"I'm sure there's something we can do, Right Grandpa?" Gwen asked hopeful and concerned.

Max looked at them with a somewhat uncertain look and nodded.

"I'm not an expert on hieroglyphics of any kind, but these markings resemble alien runes I've come across before. Me and Wes will try to figure out the command code Vilgax used, but it may take at least forty five minutes. You guys get some rest in the mean time." Max stated looking stressed about this entire situation. It could be minutes, hours, days, or even seconds if any time traveling ramifications come to be.

Kai may have been a helpless spectator in the battle, but that didn't stop from going over to try to help her grandfather figure out this bizarre piece of alien tech. She wasn't a plumber but she read enough in Plumber archives on the computer that her grandfather showed to her after the alien werewolf five years ago. Before she could do that however she needed to greet Ben first and hope he wasn't too sore about her attitude five years ago.

"Hi, Ben. Long time no see." She said awkwardly as she approached the trio. As expected Gwen immediately crossed her arms and glared at her, Kevin was indifferent, and Ben tried a civil response.

"Hey, Kai. Yeah it's been awhile. We're a little tired right now so I'm heading to the RV for some rest, see ya." He said bitterly as he walked past her with Gwen at his side. She didn't bother to even greet Kai. Kevin simply shrugged and immediately walked beside Ben in attempts to make of fun about 'ex-girlfriends' and other teasing comments.

Kai slumped her shoulders in disappointment. "I guess I deserve that, nice to see you too, Ben." She muttered to herself as she walked to her grandfather to help them figure out the time gate.

Now for the first time if five years she did regret her foolish thoughts regarding Ben, she didn't know what brought this about. It was either him coming to the rescue of her grandfather and village or something else that made him simply appear entrancing. Some strange yet pleasurable feeling was in her body and she couldn't explain it properly, it was small at the moment and focusing the working the time gate was top priority right now.

Where Ben,Gwen, and Kevin were…

"Well I'm gonna look around and see if I can find some good auto parts to mod my car later, what are you guys going to do?" Kevin said placing his hands behind his head.

Ben and Gwen looked at each other and smiled briefly as if signaling thoughts to the other.

"I'll just be in the RV, it's gonna be boring until Grandpa and that other guy figure out what Vilgax did to the that time gate thing." Ben stated.

"Ditto, I could use something to eat before we go chasing after him again." Gwen added. Kevin shrugged nonchalantly.

"Suit yourselves, I'll just see what tricked out car parts this village has then, don't wait up for me." Kevin said eagerly as he walked faster into the village store area.

"Well he said not to wait up for him." Ben said taking Gwen in his arms.

"Can't argue with that, can we?" Gwen giggled and leaned in for a kiss. They stayed like that for a couple of minutes until they decided to pursue their lust inside the Rustbucket, Julie was still there with Ship, but that was indeed part of the plan.

Stepping into the RV Ben looked upon the sitting form of Julie petting her sleeping mechamorph pet. She didn't or couldn't join the battle because it was out of her hands, the only way to fight was for Ship to turn into her armor once more, but the little alien cyber dog was too afraid.

"Honey I'm home." Ben said in a dorky way. Gwen lightly shoved him into the couch with Julie.

"That was cheesy, Ben." Julie said picking him up by his head and immediately pressing her lips to his.

Gwen watched in eager amusement as she watched the still unaware Julie suck the face of their shared lover. Julie wasn't told yet of the arrangement, but she could tell the charm is already taking effect seeing is how a faint pink glow filled her Japanese eyes.

'I don't think she'll mind too much of we make this a group effort, the shock will come for sure but she'll most likely be a little fog headed with that charm in effect.' Gwen thought smirking as she stood in front of the two and began to undress. Part of her felt bad about pulling Julie into the same tactic Charmcaster used on Gwen, but there wasn't enough time to explain everything at the moment since they only have roughly an hour. Anyone could come in, but Gwen and Ben's urges were too great to ignore and Julie would have to come along for the ride. 'Later on is when we'll tell her.'

Suddenly her jeans fell to the floor and followed up by her vest and red long sleeve. Julie just now noticed and looked completely stunned.

"G-Gwen? What are you doing?" She asked with surprise and shock that would have killed the mood had it not been for Ben sitting behind her and sliding his hands up her sweater. The pink glow reappeared and she suddenly felt more relaxed, but still curious as to what was happening. "Ben? Gwen is….is undressing…in the middle of….of.." She trailed off when he planted kisses along her neck and pushed up her bra from the inside of her sweater. 'Oh god…I don't want this to end… I don't even care if Gwen is right here and not leaving…I just want this…!' Julie's mind was in a sexual haze and she turned her head to meet Ben's in another tongue on tongue wet kiss.

Gwen unclasped her bra and let it fall to the floor with her other clothing, she yanked off her panties and kicked them to the side and approached Julie.

She was too preoccupied with Ben's mouth so Gwen took the liberty of lifting up her sweater to see Ben's hands grabbing and squeezing the Asian girl's tits.

'Hmmm, how about somewhere else.' Gwen thought to herself as she knelt down a bit more and raised Julie's legs up and dove her hands into her skirt.

Gwen slowly pulled out Julie's white panties and tossed them aside before she pushed her legs open wide so that her teenage snatch was visible. Julie's pussy was in plain sight and she didn't seem to mind at all, it was moist from the ministrations Ben was giving and Gwen now saw a kinky opportunity to take.

Pressing her mouth close to the teen girl's snatch Gwen lightly licked the surface causing her to shiver and moan in Ben's mouth. Gwen then started pressing her mouth closer and dove her tongue right in causing Julie to jerk her body a bit but she continued on much to the pleasure of Julie.

'Is Gwen licking me out? ….hhuuuuhhhh….it feels great. Just as much as when Ben did it to me,…oooohhhh keep going, Gwen!' Julie thought out letting Ben's tongue probe her mouth so she can suck on it like ice cream. All the while Gwen was probing her mound with her tongue and with plenty of energy.

Julie arched her back a bit as she felt Gwen's tongue swirling around inside her forming new ripples of pleasure to surge through her being.

"Don't stop. More!" Julie said out loud breaking from her kiss only to return to it full force.

Feeling Julie's orgasm approaching Gwen decided to place her fingertips at the entrance and spread her opening wider so she could dive two fingers into Julie's snatch and thrust while lapping.

After a few more minutes of this Julie's hips started jerking on the seat of the couch and her orgasm came after a few more licks from Gwen.

"I-I-I'm Cumming!" She hollered out loud as she came letting her juices spill into Gwen's mouth on her tongue. After a few more twitches her orgasm ceased and Gwen rose up from her knees and approached a dazed Julie.

"That felt great, Ben does it the same way." Julie said looking dreamy and Ben snuck his hand down to her vagina and started rubbing it furiously.

"Oooohhh yes, Ben..!" Julie stammered as Ben's left hand continued masturbating her and Gwen did something unexpected and pulled Julie into a searing tongue lapping kiss.

"Mmmmmm…" Julie hummed as she felt the redhead's tongue worm around inside her mouth letting Julie taste some of her own juices as the same time.

Julie decided to repay Gwen by placing one hand down on her pussy and the other on one of her breasts, she started rubbing her breast in swirls and began massaging Gwen's snatch in unison.

Gwen moaned and placed both of her hands on Julie's face so she could deepen the kiss and depths in which her tongue can slither around in.

Ben felt like he was watching an actual stag film, but a thousand times better since he was living it. Seeing the girls getting 'friendly' with each other made his pants tighter, he needed release and he badly craved the girls.

Gwen let go of Julie's mouth with a thin trail of shared saliva connecting them and they both got up and turned around to look at Ben in a naughty way.

"What do you say, Julie? Should we give Ben some special treatment?" Gwen asked deviously.

Julie had a sexy pair of bedroom eyes that were gazing hungrily at Ben and looked to Gwen and nodded. "Sharing is caring."

'Dear Penthouse…' Ben mentally joked as both girls kneeled down in front of Ben and both pairs of hands worked the hem of his jeans off to reveal his boxers, then came those and now his fully erect eager cock stood waiting for the girls.

Without waiting or hesitation Gwen placed her mouth on one side of it and opened her mouth to lick all around the shaft and the tip. Ben gripped the couch cushions as wet spongy flesh was tasting him.

Julie looked stargazed for a moment then imitated Gwen, but instead placed her open mouth on the other side of his shaft while Gwen's tongue ravaged the other.

'Whoahhh….this is almost too much..!' Ben thought being overwhelmed by the sheer pleasure of Julie licking his dick from one side while Gwen lapped the other. Julie placed kisses here and there in between licks and she made sure to cover every inch of her side of his shaft, Gwen alternated between licking and suckling around his meat until they heard him moan very loudly.

'Hmmm, I have an idea that will really knock his socks off.' Julie thought before taking her lips off and placing the tip of his manhood at the entrance of her open moist mouth. Gwen took her mouth as though she knew what she was going to do and waited.

In one swift movement Julie took in all of Ben's member into her mouth and throat.

"Oh wow…! Julie you're incredible!" Ben gasped as he started breathing heavy.

His member was buried up until her noise touched trace amounts of pubic hair, Julie indeed took all of him in and she started bobbing her head slowly back and forth.

Ben gripped the couch tighter and decided to sink her head lower as to occupy her mouth with his unattended testicles. She started sucking on his sack and then inhaled half of his ball sack into her mouth. Ben felt like he was going to explode soon.

Slurping sounds were being made loudly as Julie continued deepthroating Ben's cock in rapid pace while Gwen kept licking around his balls with lusty taste in her mouth.

After a few seconds the dam burst and Ben yelled out their names as he released numerous amounts of semen into the Japanese teenager's throat.

Julie felt a torrent of sperm invading her throat like a flood, but held it all inside and didn't swallow just yet.

After a few more hip thrusts Ben ceased his orgasm and Julie removed his dick from her mouth with a trail of cum overflowing from the corners of her lips. Gwen removed her lips as well and looked to Julie and grinned, they both nodded and when they noticed Ben looking directly at the two they went into action.

Julie placed her hands on Gwen's face and rose up a little bit and opened her mouth to reveal nothing but creamy sperm dribbling around inside her mouth unswallowed.

Gwen opened her mouth wide open and Julie let drop a slow slimy trail of Ben's sperm onto Gwen's waiting tongue.

'Holy crap!' Ben was excited by what he was seeing. So much so that his penis began rehardening at the mere sight of it.

Dribbling amounts of bodily cream flowed into Gwen's mouth filing her throat almost as much as Julie's then the next hottest thing took place; Julie closed the distance between them and locked cream covered lips with Gwen.

Ben was speechless as he continued to watch his two lover girls kiss and tongue each other with sperm coated lips and tongues.

Both girls moaned inwardly and opened the gap between them a bit so that Ben could one sperm covered tongue being sucked by the other's mouth and vice versa. His member was now standing rock hard and ready for action.

The girls noticed this and gently broke apart leaving a thicker trail of cum between them, they each swallowed what remained inside their mouths with audible gulps and turned their attention to Ben.

"You girls ready? Who wants to go first?" Ben asked confidently.

"Both of us." Gwen and Julie said in lusty unison as they both lightly shoved him onto his back on the couch.

Gwen got up over him so that she was above his head with him having a clear view of her moist teenage snatch, she lowered her bottom so that Ben's mouth was upfront with her pussy. Julie got up and straddled him to lower herself onto his erect manhood. Little by little his rod inched into her until with an elated gasp she buried his shaft deep into her wet moist passage.

Ben took the liberty of lapping Gwen's cunt hungrily and fervently causing her to breath hard and lightly call his name. Julie was bouncing up and down repeatedly on his meat causing her breasts to jiggle and her voice to become louder and louder.

Ben had the best of two worlds at the moment, first he was eating his beloved redheaded cousin and at the same time he was having intercourse with Julie. To say this was a dream come true was the understatement of the century.

Gwen steadily grinded her hips into his face causing his tongue to delve deeper into her snatch while Julie placed her hands on his abdomen to steady her humping of his meat.

Unbeknownst to either of them there stood a pair of eyes eyeing their love making session. Outside the RV was a completely shocked Kai Green that was witnessing the scene from a window.

She just came here a few moments ago in a second attempt to talk with Ben, but the last thing in the world she expected was to observe a live action porno scene taking place in the RV. She was too stunned to either move or say anything, but as appalled as she was Kai couldn't ignore the now growing sensation in her loins. The feeling expanded exponentially when watching the threesome of Ben, his cousin, and some Asian she never met, take place.

What she did next surprised her just as much, she dove her right hand deep underneath her panties and started masturbating furiously while watching them. She wouldn't notice the pink glow in her eyes of course and she certainly couldn't stop herself while watching this.

'Why don't I just walk in there and ask what the Hell was going on? Why am I feeling like I'm some kind of drug? I…don't know what I want to do, I want to talk to him so badly now though. Why though? I've never felt like this before, and what would I have to say? I….I'll wait until they're 'finished' and then I'll talk to Ben. It's just lucky that no one el-' Kai's train of thought was cut off when she heard footsteps behind her.

Meanwhile with Ben,Gwen, and Julie.

"Oh oh OHH! I'm cumming!" Julie cried out as her hips felt tight and her pussy contracted on Ben's member causing to climax as well.

His tongue was lapping up and down all around inside Gwen's vagina until she felt her climax come the same time as Julie's. "Oh I love you, Ben!"

Ben himself couldn't speak but felt a surging Orgasm flow throughout his body as he came yet again inside Julie. Torrents of flowing cum spilled into Julie deep into her womb filling her up. Spurt after spurt he ejected into his girlfriend while she was arching her back in fierce orgasm. All the while Gwen's cunt juices leaked out into Ben's waiting mouth while he continued lapping up her womanhood for all it's worth.

After a few more seconds of this they all finished and laid down together resting satisfaction.

Coincidentally Kai came inside her panties underneath her shorts when she masturbated to critical orgasm. After panting and zipping her shorts back up she turned around to see Max Tennyson approaching the RV.

"Hey mister Tennyson, going to check up on them?" She asked acting normal.

"I need to let them know the time portal is functioning now and we need to send them in, are they done getting ready?" He asked.

Kai knew he of all people didn't need to walk in on them while they're like this right now, so she had to do her best to get him to go away until they dress up.

"I think Ben is in the bathroom and Gwen is getting changed, they probably won't come out for another few minutes. Want me to tell them?" She asked nonchalantly.

"Yes, please do, lord knows I don't want to walk in on either of them especially since Ben likes to eat burritos and Gwen can get temperamental if anyone would ever walk in on her changing. Tell them we're all set to go then, I'll be waiting at the Timegate when they're ready." Max said to a nodding Kai and walked away.

Kai sighed in relief at the thought that she just spared them alotta awkwardness and drama between them and their grandfather.

Inside the RV…

Each of them finished getting dressed and Ben looked out into the distance at the now active Time gate with determination in his eyes. "Alright, Vilgax, Here we come."

To be continued….

End of chapter Seven

Next chapter: Timeless Lust (part two)
- 6
- 7
- 8
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Ben's Girls