Bens Girl Harem

Chapter One: Sorceress charming

Sitting on her chair bored out of her mind was a petite girl with long silvery hair wearing a dark purple nighthgown that matched her lipstick and mascara color, she was indeed very beautiful but held a rather cold complexion on her face. As cold as she was coldhearted, this girl or woman, appeared to be in her teenage years though she held much wisdom about dark magical forces and the nature exotic mysticism.

Her birth name wasn’t commonly known but everyone simply labeled her; Charmcaster.

“I’m sooo bored.” She muttered bitterly as she sat on her high class chair looking at her orb randomly watching scenes of real live people going about their daily business and switching over to cable television, yes the orb has magical endowment that permit her to watch the premium channels, but Charmcaster wasn’t amused at the moment.

Brushing her long elegant hair with a comb she continued switching the orb’s viewing channels to something else each second like channel surfing until she stopped at one viewing spot in particular. She didn’t know why she did but something caught her attention and she got off her chair to take a closer look at it.

Within the orb there was live projection of one teenage boy she couldn’t bring herself to forget.

“Ben Ten. Huh.” She said flicking her fingers to increase the zoom on the globe, he was practicing martial arts in some random public gym against a sand bag wearing only his Black shirt and jeans. The omnitrix was ever present on his left wrist and the boy had his usual simple happy go lucky expression he always wore, it annoyed her.

“Hmmm, he’s not too bad looking, too bad I have to kill him somewhere down the line. Still ” She muttered to herself and looked back to one of her magical rock golems standing idly in the back of the room. “What do you think? Assuming you can think anyway.”

The rock grunt simply grumbled incoherently not understanding her question, it was only made to follow commands like any rock golem.

“Hmm, you’re right. He’s all alone, no annoying red headed witch or dim witted Levin to help him, I could take him out ” she said as if the golem’s response was an actual answer. She looked at the orb again and noticed Ben sweating as prepared another round of martial arts against the training dummy.

‘I don’t like him enough to befriend, but I couldn’t care less about killing him though, his cousin on the other hand .ggrrr.’ She thought getting a little heated up thinking about her own personal arch enemy. How long has it been since she’s been crossing paths with them? How long has she been at this super villainy shtick? She honestly didn’t want any part in it, but her uncle ‘persuaded’ her into serving alongside him in his ventures. What does she have to show for it; nothing.

“Hmm, now I think about it I don’t think I’ve ever had a ‘first kiss’, I spent too much time with the dark arts and that Levin boy wouldn’t even count since I was just using him against ‘her’.” She looked at the orb and noticed Ben taking off his shirt in a sweat as he continued practicing some judo moves. “I may be crazy for even thinking this, but maybe it’s time I have some fun of my own, not as a super villain, I’ll just a simple girl looking for a ‘fun night’.” She said to herself as she glowed bright violet and changed her nightwear into her usual sorceress attire via magic.

“Mind the place while I’m gone. Oh who am I kidding, you have nothing better to do.” She said to her golem bodyguards as she opened a portal and disappeared leaving two clueless rock monsters behind.

Where Ben is at

Panting and slumped over, Ben was sweaty and tired from today’s workout, truth be told he didn’t think he needed to practice hand-to-hand like Gwen did, but she insisted that he didn’t rely on the watch so much.

‘Easy for her to say, she’s been doing this stuff for years and I’m barely working off two smoothies and chill cheese fries as it is, man I’m beat.’ Ben thought as he sat down on the gym mat for a quick rest.

No one was in the gym except himself, it was a public gym in his neighborhood, but the desk guy had to leave early and told Ben to lock up the front door when he’s done. He knew him well enough to trust him and Ben felt like he had enough training for one day.

Getting up and walking to his gymbag to put on his shirt and jacket once again as he was about to head out, but someone unexpected spoke up from behind him.

“Going somewhere, hero boy?”

Ben turned around and to his utter surprise he saw Charmcaster, a long time enemy of the Tennysons (especially Gwen), standing right in front of him.

He instantly went to alert mode and raised his hand to activate his Omnitrix but she two steps ahead of him. Before he even noticed, a violet energy chain came from her right hand and wrapped itself around his left wrist and pulled it to his back. The same thing was done to the other hand and as it was brought behind him it tied together both wrists in a pair of energy handcuffs.

“Hey! What’s the big idea?” He shouted lightly as he strained to break free of the cuffs.

“Cool your jets, Tennyson. I didn’t come here to stir up trouble, now sit.” She said magically forcing him to sit down on the matted floor.

“Didn’t come here trouble? Heh, excuse me while I sneeze out the words ‘load of crap’.” He retorted as she walked over to stand over him.

“Believe it, Tennyson. Here’s some incentive.” Then she did something unexpected, she leaned down and grabbed his head to pull him into a deep frenching kiss with her tongue probing his with much vigor.

To say Ben was shocked and stupefied was an understatement, he flat out was too surprised to even move a muscle. Here was a enemy, a rather gorgeous one at that, who had tried off him and Gwen more than a few times, kissing him and doing a good job at it.

After a few more seconds she softly broke the kiss and sighed in satisfaction. She had a slightly dazed expression on her face then her face changed to one of naughty mischief.

Ben however had a stupefied and confused look on his face and then he finally spoke up. “W-well, that was new not every day I get frenched by a hot super villain.”

She chuckled in somewhat. “You definitely know how to flatter a girl, but I’m interested in more than flattery, green boy.” She said mistily as she magically lifted him to his feet and placed her hands on his chest to feel it.

“Mmmm, nice. I see working yourself out today worked for the better.” She said as one of her hands went underneath his black shirt to feel up his chest.

Ben was really feeling aroused, part of him wanted her to continue her ministrations and another part of him needed her stop for Julie’s sake. Moral sense and bodily needs were conflicting with each other, but Ben was blind to it at the moment when Charmcaster did something else unexpected.

She reached down to the lower part of his abdomen where the hem of jeans met the belt buckle, now alarms were going off in his head that this going too far and it needed to stop.

“W-wait! Wait a minute! Stop!” Ben struggled to call out while enduring the ongoing arousal. Charmcaster looked at him with indifferent expression.

“For what? I can sense you actually like this, Hero.” She whispered huskily.

“For s-starters I have a girlfriend and I wouldn’t do this to her, on top of that you’re basically raping me!” He said trying to sound a little outraged, but he could tell that wasn’t what it felt like.

She laughed in complete amusement at what he said and Ben was even more perplexed by her unusual behavior.

“You are funny. For one thing, ask me if I care about your girlfriend, actually if you play your cards right things could turn out better than you think it will. I’ll let you know later, but I’m not raping you, I’m simply getting things started. When I enchant you, you will beg for me and will be as much part of this as I am.” She then leaned in close to his ear and whispered; “It will be a lot of fun, Benjamin. You’ll see.”

She then took him by surprise by lightly licking a part of his earlobe in affection, Ben could start feeling aroused again and before he could say anything she stood back and pulled out some pink dust in her right hand.

“W-why are you doing this..? I thought you hated us.” Ben said weakly as he felt whatever Charmcaster did to him start to effect.

She smirked in a sultry way. “I hate your cousin, but I’m fairly neutral about you, I’m doing this because I want to, just sit back and enjoy it.” She said and she blew the pink dust in his face letting it take effect on his entire body.

Ben could feel the energy cuffs disappear from his hands, but he didn’t feel like fighting or running. What he did do was suddenly pull the sorceress to him and looked in her blue eyes before grabbing her head and shoved her head to his where their mouths covered each other again.

Ben was under her influence like Kevin once was, but this was much stronger and filled Ben with a craving for the silver haired temptress.

“Mmmmmm.” She murmured as he aggressively ravaged the inside of her mouth with his tongue, she made use of her mouth by suckling her lips on the tongue to increase the effect.

Charmcaster immediately did not regret this decision, in fact she was super positive she made a great choice.

Her hands went back to work as they slid off his green jacket and let it fall to the floor and hastily slid them back to the hem of his pants. Ben’s hands themselves went to work as well by one of them grabbing and squeezing her left breast and the other trailed down to her rear rubbing it.

With a click Ben’s belt buckle came loose and then the zipper was undone leaving an opening where she used her right hand to probe into his pants.

“Hnnh.” Ben moaned as she massaged his bulge through his boxers and placed her other hand behind his head to engage in another steamy tongue locking kiss.

Ben used the hand that was on her rear and moved it to between her legs to rub that part instead, Charmcaster moaned in his lips as his other hand squeezed her breast and massaged the other.

Breaking the kiss she looked at him hotly and magically lifted his shirt off and his pants down around his knees.

Ben couldn’t or wouldn’t speak, he was overcome with her lust spell and blew all sense of right and wrong out the window, all he could think about was letting this witch do what she wanted with him.

Charmcaster smirked and licked her lips as she got on her knees and placed her hands on his boxers.

“You’ll love this.” She said smiling naughtily as she peeled off the private piece of clothing and gazed upon Ben’s erect member standing for attention. “My my, one good surprise after another.”

Drawing her face closer she placed her violet lips on his shaft and kissed it gently once and again until her lips found the tip, opening her mouth a little Ben could her breath on his flesh and was anxious for her taste it.

Licking the tip with her moist and smooth tongue like a Popsicle was what she was doing that was driving him insane since she did so slowly, he was impatient to feel her mouth and she knew it. Charmcaster took the next step and moved her tongue to his shaft and licked the underside up and down repeatedly making him grit his teeth in anticipation. Hearing the moist sucking sounds didn’t ease his eagerness either, but she spared him by then going to the top and opening her mouth wide open.

(Slurping sounds) In one quick motion she engulfed his entire member into her mouth making Ben moan out loud, she continued suckling back to the tip and all the way forward till her nose touched pubic hair.

“Oh yeah keep it up.” He said grabbing her head with both hands to rock his hips forward and backward. He was facehumping Charmcaster’s face and she liked the sudden aggression in it.

Slurping and sucking sounds were being made and loose saliva was escaping whatever space of her mouth that wasn’t filled with Ben’s manhood, now she increased her suction and tightened her lip old.

“Oh man, I’m close, very very close.” Ben moaned signaling her to thrust her head much faster making him moan louder.

“Ooooohhh…!” Ben grunted as hips undulated and he shot stream after stream of thick warm semen into her mouth and down her throat, he heard loud gulping sounds from her which turned him on even more.

She retracted her head and opened her mouth wide open for Ben to see some of his cum remaining on her tongue, she closed her mouth and swallowed with a loud gulp and reopened her mouth to lick around her lips.

Ben could already feel his member hardening again since he saw that.

“Delicious, now sit down.” She commanded with a lusty tone in her voice. Ben did so and Charmcaster started to glow violet around her body then she magically stripper herself of clothing. She was in her fully nude glory and Ben could instantly feel himself getting hard already.

Her body was elegant and petite, which was strange considering that she seemed bigger and more woman like five years ago, her breasts were supple and of adequate size and her pubic hair was scarce and also silver. Her tiara was gone and there was a small tint of red on her face that indicated that this may very well be the first she has ever done this.

“You’re beautiful.” He stated as he was in awe of her despite being under her spell’s mercy.

She smiled a bit got all fours and crawled towards him like an animal hunting its prey. Now faces only centimeters apart she gazed into his eyes and chuckled a bit.

“Aren’t you sweet, I don’t believe anyone has ever called me that before when I’m not in disguise, but I suppose that was because I was too busy terrifying people with dark magic. Do you truly believe I’m beautiful, you’re not just saying that because of the lust spell are you?” She asked cupping his chin in her right hand.

Ben, still being hypnotized was able to answer honestly. “I always kinda thought you were a looker, but never thought about it too much. Everytime you see us you attack with golems or with your uncle.”

“Hmmm, you make a good point; well we have this moment right here for you to experience my beauty firsthand and to satisfy your needs while under that spell. Don’t worry about feeling like you betrayed anyone, I have a plan that will satisfy you and every girl you know, but first you must satisfy me.” She said lustily as she gently pushed him to lie on his back as she crawled over him and placed her womanhood over his erect and twitching member.

“Now take me, make me yours, Tennyson.” She said as she dropped and immediately felt a very pleasurable sensation as the tip of his dick was slowly sinking into her.

“Ooooohhhh!” She moaned as she kept going down until he reached a stopping point; her hymen.

Ben’s mind was overcome with fevered lust but his mind was his and a concerning look was on his face. “Are you sure? It will hurt.”

She smirked. “I wouldn’t go this far and not go farther, of course I’m sure.” She said as she dropped down so suddenly and yelped out in pain as Ben’s member penetrated her hymen. “Aaaahh ooohh.”

Sinking in little by little until it was all the way to the hilt Charmcaster’s pussy completely enveloped Ben’s dick, she took a few seconds to adjust to the pain and collect herself when he pulled her head to his for a deepening kiss.

She sucked on his lips and licked his tongue with hers until her mind was no longer on the pain, now she felt adjusted and new waves of pleasure were forming within her.

She started bouncing up and down repeatedly undulating her hips with Ben’s member. They were both moaning and Charmcaster sped up her bounce every second.

Ben grabbed her hips and forcefully started thrusting along with her making her feel it his dick more.

“Oh yes, Tennyson! More! I need more! Faster please!” She cried out as her face contorted in ecstasy, her cold stoicism gone as well her virginity, she gave herself completely to the pleasure he was giving her.

Wet slapping sounds were made as the witchy girl was bouncing rampantly on Ben’s sex, his thrusts were matching her drops making their orgasms come ever closer.

She placed her hands on his chest and arched her upper body forward a bit giving him a better look at her breasts.

Then the moment came when she screamed out in ecstasy filled orgasm making her fingers clench Ben’s chest and her toes curl up.

“OOOOhhhh yess! Yess! Aaaahhh!”

“Uunnggh I’m coming!” Ben said gritting his teeth as his hips stopped and his position tightened. “Oh god! Charmcaster!”

His hips started twitching and rocking as he came to his climax spurting much of his seed into her glistening pussy. Stream after stream of sperm shot into her filling her up as her orgasm subsided and she collapsed on top of him.

Ben finally stopped coming and slumped his body flat on the matted floor. Charmcaster rose her head up to meet face to face with him from his chest.

“That was exquisite, I may pay you a visit more often when you’re alone, Tennyson.” She said purring as she laid her head on his chest.

Ben didn’t know what to say, his lust subsided and perhaps the spell wore off, but he felt exhilarated and satisfied from having sex with a beautiful girl. He still felt he betrayed Julie, he couldn’t stop mulling about it. The fact that replayed in his head was; he had sex with Charmcaster, Charmcaster of all people, and came inside her.

‘Dear lord, please tell me she doesn’t become pregnant. Pretty please with cherry on top?’ Ben mentally worried.

Suddenly she got up and placed her hands against the wall sticking her ass out as a means to signal Ben to come over there.

The same lusty look appeared on her face again. “One more round, hero. I need more of you. I want more, Ben.”

Ben was a little surprised she actually called him by his first name for once, and found it irresistible to walk up and over to her. He positioned himself at her rear and rubbed his cock to regain hardness, which didn’t take long and slid into her. Earning a moan from her in the process.

“Come on, keep screwing me like an animal! Faster!” She cried out as he began pumping her pussy once more, her moist folds were already providing enough lubricant to slide it in and out faster than before.

Her hair was slightly messy and a few hair stuck to her face in sweat as Ben kept at it making it more enjoyable every minute. She lifted a leg in the air and Ben grabbed it to hold it up while he continued plowing her.

Minutes later they reached their climax again and Ben poured another helping of cum into the silver haired spellcaster.

He sat back down exhausted and she joined him in a sultry embrace with a satisfied look on her face.

“I greatly enjoyed that, Ben. I know you did too, there’s so much of your ‘essence’ dripping out down my legs.” She purred licking the side of his cheek.

The lust spell died down on Ben vastly, but the realization still held firm in his mind. “I..I cheated on Julie, I can’t believe I betrayed her I just gave in.”

Charmcaster rolled her eyes and smirked, she cupped his chin her hand and looked directly into his eyes.

“You don’t have to feel guilty, in the end Julie and maybe a few more will join in with you, don’t worry she’ll be part of it too if you let her.”

“What are you taking about? It’s one thing that you enchanted into this, but now you want me to talk my girlfriend into your little fantasy?” Ben said outraged.

“You have satisfied me and so I shall bestow upon you a very special and unbreakable enchantment upon you. Give me a moment.” She stood up and magically rematerialized her clothes, she closed her eyes and chanted a few bizarre words together.

Suddenly Ben felt strange as a pink glow covered his body and vanished, she stopped chanting and looked at him with a grin.

“What did you do?”

“You now have the ability to enchant and allure any girl you come in contact with or desire greatly, your hormones with connect with theirs and they will be just as amorous as you feel at that moment. They’ll want it as much as you will, in basic terms; you can make any woman or girl yours. That is my gift to you.”

Ben looked deadpanned, not only did this magical villain spellbinded him into having sex with her, now she made it so that he will have that effect on other girls like she had on him just now.

“Uh..thank you..?”

“You may feel like this is going a bad direction, but you will enjoy and savor it, it won’t change their freewill, it’ll just bring out what they felt for you tenfold. That includes your girlfriend and your cousin.” She said straightening her hair.

“Gwen? She doesn’t feel that way,does she?” Ben asked confused.

She simply smirked. “More than you know, and you’re welcome by the way. I will take my leave now, I’ll be seeing you again very soon, Ben, and who knows, we may even have a group experiment with you and other girls. We’ll see.” She said as she opened a portal until Ben called out to her.

“Hey wait, I could uh use a little help dressing myself up here.” Ben said embarrassed as he covered himself in the nude.

She winked and magically rematerialized his clothes on him, he thanked her and then caught a piece of cloth she tossed at him. It was her underwear, still moist from her arousal.

“See ya later, Ben.” She said vanishing in to the portal.

Ben just stood there with panties in his hands unsure of how to make of this new situation.

‘Any girl I want, huh. Should I even use this power? Does it automatically activate? Uhhh.. I need to go to bed and think about this, either the greatest thing happened to me or the most chaotic.’ Ben said grabbing his things and locking the gym doors behind him.

He walked down the pathway to home with a faint smile on his face. ‘She wasn’t that bad of a person after all, and maybe .i should pay a visit to Julie later.’
Chapter Two: The girlfriend is kinky

Ben Tennyson was currently walking a sidewalk path to his girlfriend’s house, he had been with Julie Yamamoto for a while now and had hoped to keep it that way. It had been yesterday that he just had sex with a long time villainess; Charmcaster and he wasn’t feeling very eased about it. In fact Ben kind of expected her to pop up out of nowhere any moment, but he brushed it off as paranoia.

Not that he was afraid of her, it was the opposite actually, and after losing his virginity technically ‘unwillingly’ to her Ben felt a very strong urge to either hold or ravage the silver haired witch all over again. It had to be part of the charm or whatever it is she augmented him with that going to supposedly entice girls around him.

He hoped whatever mess she just got him into wouldn’t damage his relationship with Julie, but another thing was on his mind that she said yesterday; Gwen.

‘She had to be messing with me. I mean, come on, Gwen? She tells me Gwen is in love with me, my sophisticated high class cousin is in love with me, why do I find that hard to believe? Maybe incest is something of a fetish Charmcaster is trying to bring out in me or something. Maybe I shouldn’t even think about it.’ Ben thought as rounding a corner and seeing Julie’s house a few yards down the same path.

When he saw her two story house just a few feet away he wondered; should he even go near her in case the spell turns her into a sex hungry seductress? It could also strengthen their relationship, but cause of this spell could also destroy it. It wasn’t his fault after all, but guilt still reared its head in Ben’s mind.

‘Don’t I really like Julie? Of course I do, but if the magic makes her want sex then it won’t be out of our own choice, it will just be because some magic charm made her and me really horny.’ Ben thought as that was the simplest way to put it. “Then again is it any different if one special date on a beautiful night makes one thing lead to another? Oh for crying out loud, I will just go see her and what is meant to happen will happen. I really like her and that’s all that matters.” Ben said to himself in new resolve as he approached to the door way by walking over the lawn path meanwhile in a windowsill above Julie herself looks to her window and at Ben in eagerness.

In Julie’s room…

‘Ben’s coming over. Great! I can’t wait to show him what new tricks ship can do and..’ Julie thought before she trailed off and looked longingly at the green jacketed boy walking across her lawn.

She kept her gaze on him then a sudden feeling of warmth and mild internal elation took hold in her body.

‘What’s happening? Why do I feel so…so…good?’ She thought before getting even more of the unknown effect coursing through out her body, then when she looked at Ben again while he was outside on the doorway, she got this desperate urge to run down to the lawn and make out with him right there.

Her parents weren’t home and Ship was running about in the backyard, she didn’t know why she was thinking differently and she was losing much of her train of thought, but she did know one thing that was on her mind and needed to be on her body; him.

Julie wouldn’t notice it but her pupils started to glow light pink whenever she looked at him thus increasing the effect, but without waiting she slid her right hand down her skirt’s waistband and on to her panties.

‘Ben, no one else is home. The front door is unlocked so just open it and run up here already! I need you badly, I can’t explain it, but I want you so much I can taste it.’ She thought before raising her other hand to her right to cup one of her breasts and squeeze it tenderly. ‘Oooh yeah..’ she didn’t know where these urges were coming from or why they were happening, but her mind was on lust now and she had needs to be filled.

Sitting down on the edge of her bed Julie’s hand down her skirt went to work pressing her fingers against the clothed flesh, then she her hand slowly moved down against her private and up just as slowly.

Using the other hand to steady herself she used her right hand to keep massaging her gentle area slowly increasing her arousal and warm feeling.

“Julie? Anyone home?” Ben said from downstairs as the sounds of the front door opening were heard by her. Julie looked to her side where her desk was and noticed her digital camcorder laying there and got an idea.

Getting up and removing her hand from herself she walked over the camcorder and input some commands turning it on, after she put it back down the light on the device still signaled it was on.

“Ben if this is the day we finally cross that boundary then I want to have recorded, for plenty uses.” She said to herself sitting back at the edge of her bed and noting that her digital camera was indeed on and recording in camcorder mode, Julie wanted it on with what she’s going to do for Ben.

“Come here, Ben. I’m in my room.” She called out getting his attention downstairs. Hearing him shuffle up the stairs Julie began to get a little anxious again and used both her hands to reach under her skirt and slowly strip her undergarments off. Once they were at her left ankle she kicked them to the side.

Ben opened the door was greeted by the sight of Julie sitting cross legged at the edge of her bed with a foxy smile on her face.

‘I haven’t seen her smile like that before…’ Ben thought to himself as he came in.

“Oh Ben, could you be a sweetheart and close the door behind you completely, lock it too.” Julie said smiling. Ben obeyed and did so mildly anxious.

Before he could turn around he felt Julie’s arms wrap around him affectionately.

“J-Julie?” Ben stammered as he felt her head cuddle against his back.

“Ben…can you do me a favor?” She said exotically while her hands traveled along his chest then started slowly moving south.

‘Her hands must be very soft.’ Ben thought as right then both of Julie’s hands cupped Ben’s private area. Now one hundred percent positive that the charm had already taken effect on her, Ben inwardly resigned himself of the struggle against her lusty hormones entirely because now the charm has become active in himself as well.

“Yeah, Julie?” He asked feigning ignorance and feeling the heat buildup in his body like the first he was ‘influenced’.

Julie then let go and sat on her bed again, only this time she sat spreading legs apart to give Ben a good view of underneath her skirt.

‘W-whoah..! I can see Julie’s pussy!’ He thought gulping anxiously as he peeked at the Asian teen’s bald hairless snatch. Something about seeing it made Ben want to go over and eat her out all day. He figured it was obviously the charm tampering with her pheromones.

He couldn’t help himself and neither could she.

“Take off your pants.” She answered pulling up her skirt a bit more.

Ben did as instructed almost hypnotically and he could see her excited expression show and when the bulge of his erect member showed on his boxers.

“Come closer, Ben. Pleeease?” She said the last part with a sweet seduced tone in her voice.

Ben shrugged his jacket off and closed the distance by standing at the edge of her bed in front, she kicked off her shoes and peeled off her socks.

‘What is she doing? Is she going to-‘

Ben was cut off from thought when one of her dainty soft feet landed on his bulge gently. It started rubbing in circles making Ben moan a bit inwardly.

‘She’s giving me a footjob and it’s great!’ Ben mentally said as the feel of her right petite foot kept rubbing in swirls on his boxer bulge.

She bit her lip mischeviously and brought her other foot up to the hem of his waist band, after sneaking in her big toe she dragged the boxers down little by little then she saw Ben’s erect member sprung loose.

“You’re going to like this, Ben, but I don’t want you to use all your energy just yet.” She said giving him a sweet smile and then placed her two feet gently on his dick, one foot started caressing his balls and the other foot slid up and down his shaft.

‘This feels so good, but I need to ask Julie if she’s really sure about this. Even if she’s spellbound.’ Ben thought as the feel of her left foot fondeled with his sac some more.

“Julie, are you sure you want to go through with this? I mean I love what you’re doing, but this is a big step, ya know.” He struggled to say when her right foot was brought to the tip of his dick. ‘Her feet are so soft.’

She gave him a sincere look which indicated she was still mostly herself if not very intoxicated by the spell. “Of course I am, Ben. I’m very ready to do this with and for you.”

Ben felt he heard the truth and there was no sexy tone behind her words, she was still herself alright.

“Why do you feel the need to ask? Don’t you…love me?” She said giving him a hurt look.

Ben felt he shouldn’t have asked and felt guilty for making her think he didn’t love her, it was a little hard to say the ‘L’ word to her since their relationship is less than a year old. What the hell, if she loved him then he would lover her back and do whatever it took to please her.

“Of course I do, never think I don’t , Julie.” Ben said feeling his cock in between two of her main toes on one foot, it felt like very similar to a hand job and felt good.

She smiled sweetly accepting his answer and continued her footwork with rubbing his shaft between two of her toes.

“Oh yeah…keep it up..Julie. I think I like this new thing you’re doing.” He said her making foot go faster.

“Glad you like it. Here’s the finale.” She said bringing both her feet to the side of her Ben’s shaft and started rubbing them rapidly back and forth.

“Oh…Julie..!” Ben moaned out a little louder and the pair of cute dainty feet continued to slide on his shaft a little faster.

Ben was feeling his cock twitching as he felt the smoothness of the surface of her soft feet continue to rub his member with much vigor.

“I-I’m close..!” He said throwing his back in pleasure.

Julie’s feet stroked his dick several more times before Ben moaned out her name loudly as he shot spurt after spurt of cum all over her clothes and body.

Several more streams of semen shot out before he was done and much of it was all over the clothes she was wearing. Some of it splattered on her bed and feet as well.

Ben then witness Julie scrape up a piece of his sperm from her sweater with her left index finger and placed it in her mouth.

“Mmmmmm, I could get used to tasting you, Ben.” She said winking and savoring the taste of his spunk, the sight of her licking her finger clean was turning him on again.

She then removed her sweater which left her in a black tank top and after that she leaned back on her bed some more and spread her legs far apart giving him a perfect view of her now wet slit.

“It’s my turn to service you, Julie. I promise I won’t disappoint.” He said bravely as he kneeled down in front of her exposed bottom and placed his hands against her thighs.

‘I can practically feel the warmth from her snatch. She did me a favor, now to return that favor.’ He said leaning close until he could place his mouth against her wet pussy.

He started kissing the folds and then her clitoris, he nibbled it with his lips and could feel Julie appreciating it by rolling her head back in pleasure.

Ben began sliding his tongue against the surface and lapped at it slowly causing Julie to moan now, he placed his tongue inside her folds to taste and suckle on her pussy.

“Oh god Ben!”

Julie placed her hands on his head as he dove deeper and wormed his wet tongue insider swirling around insider her. Ben was humming his satisfaction in the taste of her juicy vagina, he had been no expert, instead he was following his instincts and the charm was giving him the extended energy and motivation to enjoy her as much as possible.

Ben’s mouth was deep enough to feel the scarce pubic hair against his nostrils; his tongue was worming around insider her snatch tasting all of it while his mouth kept sucking on the surface of her lips and flesh.

Julie began curling up her toes and bended her knees inward as her orgasm was approaching fast, a sure sign was her hands grabbing tighter onto his head.

Ben then finished up by bringing his tongue up to her clit to lick and slurp all over it while he shoved two fingers from his right hand into her hole and started thrusting.

Julie’s body started shaking violently and her back arched while her hands shoved Ben’s face against hips. “Oh oh ohhhhhh BEN!”

Her body trembled and shuddered and he can feel her juices flowing out of her pussy and into his face and mouth. Ben tasted and swallowed most of his juice and brought his face back out almost out of breath.

Julie laid on her bed spread eagled and panting from her orgasm, then she looked at him with almost animalistic lust in her eyes and grabbed Ben by his shirt to pull him on top of her.

She shoved her lips against in a savage and succulent kiss where he probed her mouth with his tongue and in turn she sucked and tasted his tongue wildly.

They made out for minutes and Ben was starting to harden again due in fact that she was stroking him during their make out session.

Slurping sounds were made and small lines of saliva were connected to their mouths as their rounded up their kissing with Julie sucking his lips.

“Mmmmmmm, Ben, I’m ready. Just take me! I’m all yours, Ben!” She said as he rose his upper body and grabbed hold of her thighs.

He used his right to grab and position his now rock hard cock at the tip of her entrance. While he did this she pushed up her tank top to reveal her petite ample breasts and all their glory.

Ben rubbed the entrance upwards and backwards with the tip of dick a little bit then placed it ready to penetrate.

“This will hurt a lot, you know.” He warned and she nodded impatiently.

With a great shove he forced himself in and heard a very pained groan from her, blood seeping out from the intrusion a little bit, but Ben kept going until he felt her pussy to the hilt.

He slowly pumped backward and forward a little bit to get adjusted, he could almost feel like bursting already because of tight she is.

‘She’s so tight, it feels so good..!’ Ben thought before cupping her face and looking into her eyes.

“Are you okay? I didn’t want to hurt you.”

“I knew it would be painful, Ben. The first time always is, I’ll like it much more if you keep doing what you’re doing. Now fuck me.” She said smiling.

Although he hardly ever hears her curse, Ben was inclined to continue pumping his dick into her wet and slippery snatch. The rod like appendage got sucked in to the warm hole then retreated back out until the tip was at the entrance, again Ben kept repeating this action while hearing Julie pant.

His dick slid in and came back out, Ben kept pumping into her while holding her legs apart by the ankles and the more he felt her soft wetness around his cock the closer he was to finishing up inside her.

“Oh yes, oh yes! Keep going, Ben! Harder!” Julie screamed out and Ben started thrusting himself into her pussy with more force until he gritted his teeth.

Panting, bed creaking, and wet noises could be heard as the brunette teenage continued to plow the one on the bed. Julie then grabbed him by the shirt to pull his upper body back down to her while he was still inside.

She aggressively suckled his mouth once more as he lay on top of her. Ben wrapped his arms around her back to embrace her to the closest extent as his cock kept pushing in to her, Julie could feel her end coming and quickly wrapped her legs around his lower back causing Ben to moan out loud.

He was now further inside her since her legs locked themselves around him causing him to push harder and faster. He was close too.

The bed was now creaking even more violently as his thrusts were pounding her into the mattress with fervor , sweat was glistening off their bodies, their mouths locked with each other, and the sound of Julie moaning louder and louder was all that can be heard at the moment. Until…

“Ben!BEEENNN! I’m Cumming!” She shrieked out loud in euphoria as her toes curled up, her entire body clenched up around Ben as her orgasm came in tidal waves.

“OOOOHHH YES! JULIE!AAaaahh….!” Ben strained then felt his hips thrust on their own wildly as he shot a flowing stream after another into her womb filling her up.

For a few more seconds he kept rocking his hips with hers releasing the rest of his semen into her pussy, thus leaving him finished for right now.

They both sighed in satisfactory relief as Ben collapsed on the bed next to her.

‘I would love to sleep away the night here, but her parents will be home soon and so will mine. I just need to muster the energy to get up and walk. And Julie…’ Ben looked over to the smiling face the Asian angel and kissed her. ‘..I don’t think I’ll tell her about charmcaster, probably never will, but this charm stuff affected her before I even got within a few feet of her. Any girl I know could be next if they see me and this whole thing will happen again, but is it really a bad thing? Maybe it’s a blessing, most guys would kill to be in the position I’m in right now, but how would Julie feel about me and more girls if she’s still under the effects? I’ll think about it later.’ Ben thought before rising up from the bed about to get dressed.

“I love you, Ben.” Julie said to him as she put his jacket on him and kissed him sensually on the lips.

“I love you too, Julie.” He said dressing up once again and bade goodbye as he left the house.

He walked with a smile on his face since it was a terrific afternoon for him. One thing was on his mind though; actually two things: this thing would indefinitely affect other girls regardless of what he does or doesn’t do and there’s no helping it now, but would he really want to help it? Maybe not. The other thing was his cousin; Gwen, would she be affected by this too? Even if she was magically imbued like Charmcaster was?

‘Only one way to find out.’ He thought grinning at the idea.
Chapter Three: Keeping it in the family

Laying on his back on his bed Ben looked up at the ceiling in apparent thought while his right hand was occupied by tossing a rubber ball against the wall and receiving it repeatedly. A lot has been on his mind lately since the ‘love making’ spell Charmcaster laid on him during their ‘frenzy’, the first being on how to undo the spell if there a way to actually do that, another would be whether or not to keep it.

‘I actually kind like this, but it’s wrong on sooo many levels. I mean it’s not enough that I cheated on my girlfriend with someone else but now this automated sex charm I have now turns nearly every girl I meet into crazed sexfreaks. Sigh, I have thought about this too much, I need someone to talk to about this.’ He thought then facepalmed thinking it a bad idea to reveal to anyone about this little escapade of his.

“It’s all Charmcaster’s fault, is that even her real name?” He said to himself in a bored tone as he threw the ball again. ‘You love Julie, don’t you?’ A little voice of his conscience said to him, he nodded and caught the ball. ‘After what I did she probably won’t anymore, I mean it’s not like I can control or turn off this weird spell. I’m royally screwed if they all snap out of it and look at me like a perverted monster.’

‘Now you’re being melodramatic, whether or not the spell will wear off or break doesn’t matter, just enjoy it while you can. I bet Julie is kinky enough to want you to keep it anyway, and if Charmcaster is right then so would Gwen.’

“Romance my own cousin? Now I know I’m going crazy.” He said to himself.

‘You know you love her, you’re just too scared to tell her that and hear her answer. Besides, you’ve already gone far beyond the limits so might as well have a little fun.’

Ben was quiet for a moment then slowly shrugged. “Well in for a penny, out for a pound I guess.” He sighed to himself once again letting the fact that the charm would do anything it wanted regardless of he wanted. He put his left to his chin in mischievous thought of how many girls he did know.

“Well there’s Julie, maybe CC anytime she reappears, Helen I think, Elena, and Gwen.” He said the last part sighing in blissful thought of how his escapade with his redheaded powerhouse of a cousin would go. He then shut his eyes for a quick daydream though unaware that his door opened and someone walked in.

“Ah Gwen, if I don’t tell her now then maybe never and what happens will happen.” He said to himself with his eyes closed until a familiar voice broke him out of his thoughts.

“Tell me what, Ben?”

Ben opened his eyes in alarm and looked to see Gwen herself standing in front of his bed with her arms behind her back and a curious yet innocent look on her face. She was wearing her usual attire of a red long sleeve shirt with tight fitting jeans and a black vest as well as having her hair tied in a long ponytail.

“G’ah Gwen! Hey! Uh didn’t see you there .soo.. how are things?” Ben said stuttering in stupor as panic was in his mind at the moment. He was pretty sure she heard him and now she’s going to want an answer, the bad thing is that she could never fall for any of Ben’s lies. Another would be since she’s this close then the charm would activate.

“Peachy, I just walked in and heard you talking to yourself, everything okay?” She said in a concerned tone as she sat down on the bed with him.

Ben could honestly say that he can’t look at her in the same light anymore, right now she was having an effect on him simply be being this close and the spell itself afflicts him as much as whoever he’s with.

“Yeah, just fine, nothing to worry about, Gwenny.” He said scratching the back of his head nervously.

Gwen simply cocked an eyebrow and got up from the bed. “Ookay, well come on or you’ll be late for the trip to the waterfalls. Grandma Verdona said she’d take us there, it’s the place we met her in, you know.”

“Oh uh right, Kevin coming too?” He said getting up as well whilst something very noticeable was shown on Ben.

“No, he said he’s going to go modify his car some more, so he’ll be out for the ..day .uh..” She trailed off when her eyes looked down below Ben’s chest and awkward silence followed as she stared at it.

“Uh Gwen? What were you saying?” Ben looked questioningly at her and looked down to what she was staring at, Ben’s eyes went wide with embarrassed surprise.

He had a massive erection creating a tent from his boxers, it could never be unnoticed by Gwen.

Ben didn’t notice and he was too shocked to say anything, but Gwen had a light blush on her face as she looked at his tented boxers, then after a few seconds of more awkward silence she cleared her throat catching his attention to snap out of their little trance.

“Well I should go get dressed then, be outside in an hour. Grandpa and Grandma are coming by with the Rustbucket.” She instructed still a light red color to her cheeks as she turned around and walked to the door. Before she opened the door Gwen’s head turned to the side to cast a look at Ben.

“Ben? Do you think I should go with a black two-piece swimsuit or a white one?” She asked not knowing what brought out the question in the first place.

Ben then noticed a soft eerie pink glow in her pupils indicating the charm had already taken effect.

“Uh I would say the black one, it brings out your hair more.” He answered honestly, Gwen nodded and blushed a bit at the compliment and left the room.

Now looking down at his erection he sighed miserably. “That was embarrassing, bad timing for a hard on, but either way it looked like she’s under the effect now. Maybe it was her powers instead?” He said to himself then shook that off remembering that she asked which swimsuit option she should wear, it was a simple question, but he knew better.

‘If it can’t be helped then I should enjoy it I guess, I just hope this doesn’t crash and burn on me one day.’ He thought before going to his closet to rummage through his camping and swimming wear.

Little more than an hour later

They arrived at the camp site about an hour after they left the house, Ben and Gwen didn’t say anything to each other the entire trip, probably out of awkwardness between after Gwen witnessed his arousal.

She may have been quiet, but the charm did indeed take effect on her and she is indeed planning a little something for her cousin later on today.

Ben came out of the Rustbucket clad in his swimming shorts and a towel draped over his left shoulder, he stood outside waiting for his Grandparents and Gwen to finish changing. Leaning against the wall of the RV in boredom he waited until he heard the door open and stepped out a version of Gwen he thought he would never see.

“What do you think?” She asked smiling as she came into view appearing to wear a barely visible black thong accompanied with a same color top piece that barely covered her breasts at all and it didn’t have any shoulder straps. Gwen’s hair was even done differently, it was styled like a ponytail to the left side leaving her a slender mane of hair draping down over her shoulder. Very graceful and gorgeous, she paralyzed Ben with her look.

Ben’s mouth was agape with awe as he struggled to say something without looking ridiculous.

“I take it from your frozen face that I look good. Try not to drool too much, Ben.” She said smirking and walking the lake nearby to start swimming.

“Wow.” He said to himself now thinking that letting the magic do its work is a good idea.

His grandparents came out of the RV lifting some of the camping equipment out in to the opening.

“Need any help? I could go Humongasaur and take the heavy stuff off you.” Ben suggested pointing to his watch.

“No, that’s okay, Ben. Just go swim and have some fun, I may be old but I’m still spry.” Max grunted lugging the barbeque grill to the right spot.

“Sure thing, Grandpa.” Ben turned around and was about to head down to the lake as well until Verdona placed a hand on his shoulder. “What’s up, Granny?”

“First off, don’t call me ‘Granny’, secondly keep an eye on her. I think something strange has affected Gwen.” She stated suspiciously.

Ben mentally gulped; he didn’t expect Verdona to be catching on to Gwen’s sudden change in attitude.

“Yeah, I will, but it might be nothing, you know, maybe hormones?” Ben suggested shrugging as he left the opening and headed down to the lake.

“Hormones don’t always make an innocent girl dress in a slutty swimsuit, but keep an eye out anyway. It could be because her mana has been tampered with by another supernatural force, it happens every now and then, you know. You just make sure she doesn’t go too crazy or anything.” Verdona said giving a stern yet motherly smile.

“Don’t worry I’ll keep a real close watch on her, Granny. See ya.” Ben said walking down to the lake where Gwen was.

‘He called me ‘Granny’ again, I hate when anyone does that. It makes me feel so old.’ She mentally said pouting. Suddenly a light pink glow that wasn’t mana lit up in her eyes. A fuzzy warm feeling spread throughout her whole body making her knees feel weak and her sensitive parts more sensitive.

“Oh my, what am I feeling? Oohh ” She said to himself as heat and elation overcame her body and suddenly her hands unknowingly went to the area between her legs and began stroking her clitoris through the fabric. ‘What am I doing? Ooohh why do I feel like this?’

“Almost finished with preparations, Verdona, do you need to sit on one of the lounge chairs now?” Max asked setting one down near the shade.

She slowly turned her head and smiled shaking her head. “That’s quite all right, dear. I think I will just go for a walk in the woods and pick out some of the flowers that remind me of the old days.”

“Okay, I’ll be waiting here then, I know you’re not here for long until you go traveling again, but let’s make this day memorable for Ben and Gwen.” Max said smiling genuinely.

Verdona nodded and started walking to a certain area in the woods. ‘Memorable,hmmm.’

Where Ben and Gwen was at

Deep in the neck of the woods where the waterfall lake is where Gwen is at, she went on ahead of him and Ben slowly came upon the clearing and saw her already getting in to the water.

She sat on the edge of one of the flat rocks and let her ankles get into the water, she didn’t notice Ben yet and maybe she did and decided to tease him at the moment.

Gwen scooped her hands into the lake to scoop up some water and let fall onto her chest which was sticking out while her back was arched.

“Holy , I think I better watch this first.” Ben said to himself and picked a spot behind a tree nearing the lake; he got a good view and hid himself from her for now. ‘Does she know I’m here or is she teasing me?’

He got his answer when she turned her body so that Ben got a perfect view of her front body and then she unclasped her bra. The thin piece of clothing came off instantly and fell into the water, her long still dry hair hung to one side on her left shoulder revealing her supple teenage breasts in all their glory.

‘Gwen’s tits! Wow, I never thought I would see her of all people naked. This is so perverted to do, but I sure as Hell can’t help it. I just want to go up to her and-‘ Ben stopped in mid-thought when she did something else on her little show that shut him up.

She laid back on the grassy ground intentionally exposing her slender topless upper body, she placed one arm behind her head and used the other to grab a small bottle of skin lotion she brought with her.

Using her unoccupied hand she flipped open the cap and positioned the bottle over her abdomen and squirted some of the creamy skin lotion over her chest and dropped the bottle on the ground.

Taking her both her hands now and placed them over her lotion covered breasts to lightly grab each mound with her hands then rubbed her fingers to smear the cream all around.

Ben was getting aroused at seeing her fondle her lotion covered tits and already his swim shorts felt tighter. He looked down and noticed the erection formed tent of his shorts show up again, but then he looked back over at Gwen who was now doing something incredibly arousing.

Gwen picked her right breast mound and craned her neck so that her pink lips made contact with her nipple then she opened her mouth and flicked her tongue to lick the areola and nipple at the same time.

‘Holy crap!’ Ben thought unable to tear himself away from this.

The warm wet tongue of hers licked around the nipple in a smooth circle and she closed her lips on it as she was now making a suckling noise, she was suckling her own breast while her other hand was squeezing and rubbing her other breast.

“Mmmmm.” She moaned then released her mouth from it and looked into a spot of the woods to say something. “Well Ben? Are you going to join me or not? It’s getting lonely here.” She said in a sultry tone with bedroom eyes.

‘She did know I was here. Well screw watching!’ He thought with burning desire and walked quickly out of the hiding spot up to Gwen’s laid back form.

They both looked in to the eyes of other and felt something click, a connection, a bond, even a mutually desired lust for the other that has been dormant for awhile now.

Ben leaned down to her now red face and right then and there they both immediately knew what the other was thinking; ‘I love you. I always have.’

Ben captured her wet pink lips with his with an energetic lustrous hunger and Gwen reciprocated by wrapping her arms around his neck to become closer physically.

He could feel her lotion bathed tits against his chest increasing his arousal and lust for this woman, he had one hand behind her head pushing her deeper into the kiss to the point where he was literally sucking her tongue in. His other hand reached down to her other part of the swimsuit and slowly peeled away her black thong little by little till it reached the end of her ankles.

With a yank her thong was off and into the water of the lake behind them, Gwen’s own hands went from behind his back to the rear of his swim shorts and gradually peeled them off until they were off entirely thus revealing his erect member to her once more.

She broke the kiss reluctantly and looked directly at him with a hungry and dreamy expression on her face. “Ben, should we do this? It will change things, you know. Nothing can ever be the same and-“

“I want to, you want to, and we both know we wouldn’t have gone this far without meaning to go farther. I love you , Gwendolyn Tennyson, too much to let anything keep me from you.” Ben interrupted with his heartfelt confession and Gwen simply melted after hearing him say that. She knew he wouldn’t leave her, she just felt she had to ask that if he was unsure in anyway, but now she knows better.

Ben felt her left leg rub up against the side of his buttocks signaling she wanted him to do it now, Ben smirked and lifted himself up so that he could hold her legs apart and aim his hardened member at her moist opening.

He looked at her eyes and noticed her pupils were glowing bright pink like his pupils were currently doing and it was telling him the charm was working in overdrive for them. Probably because they were both so deeply in love with each other, Ben knew this was meant to be.

The tip of his cock reached her entrance and little by little he pushed in causing Gwen to whimper a little bit, she nodded, then with a great forceful push he penetrated her hymen and felt the soft flesh of her walls constrict his member tightly.

“Aaaahh .ooohhh It hurts .ooowww ” She whimpered as her virginity was taken by him, she would have screamed but restrained herself as much as she could in case her Grandparents would hear it and come searching.

Just like how it was with Julie and Charmcaster, Ben decided to silence her by kissing her and letting her moans go quiet while his tongue was playing with her own. Eventually the pain subsided and then waves of immeasurable pleasure replaced it and spread out through her whole body, her pupils glowed with an even brighter pink signaling the charm was multiplying the pleasure he was giving her tenfold.

Ben’s slick member was sliding in and out repeatedly with a feverish vigor, his hips were rising then dropping over and over again increasing the wet fleshy suction her pussy was giving him.

“Ah YES! MORE! MORE!” She hollered out as sexually hungry look displayed on her face.

Ben pounded more and more and wrapped his arms around her back while she grabbed the back of his head, wet slapping sounds were made and being loud as he kept banging teenage snatch of his cousin.

‘It’s so good! So good! I can’t believe it! The charm is making me and her more sensitive to all of it and it’s incredible!” Ben thought as he felt the balls of Gwen’s feet touch his thighs as her ankles crossed and interlocked along the surface of his lower back.

She wrapped her legs around him and it increased the suction drastically.

Out in the woods right in front of the lake area Verdona was watching the scene in complete and utter shock. Her eyes were wide with what she was seeing, but she didn’t want to interrupt or stop them for some reason, maybe it was because it was their moment or something else

‘Oh dear lord ! Th-they’re having intercourse! My two grandchildren making love to each other..!’ She thought and stood hidden, but as much as she was appalled she couldn’t tear herself away from the scene. ‘Am I actually enjoying watching this..?’

She got her answer when her pupils lit up again with pink glow and suddenly elation and euphoria overcame her nerves. She leaned her back against the tree trunk she was hiding behind and slowly lifted up the hem of her cloak up to her abdomen revealing her slender legs and white underwear.

‘What in heaven’s name am I doing..?’ She thought unable to resist sticking her right hand down into her underwear to her smooth and moist vulva. Verdona had begun the process of massaging her pussy to the sounds of Ben and Gwen fucking and the thought of Ben himself naked and pounding into increased her arousal even more.

Rubbing two fingers along her clit and using the other fingers to keep rubbing her folds Verdona increased her pace as she heard Gwen moaning even louder.

Wet slapping sounds got louder as Ben’s lower body was bouncing in and out of her wet pussy, the moistness of her folds made his member slick enough to increase his pace as he shoved his cock deep into Gwen’s snatch.

Each time he buried himself to the hilt inside her while his mouth kept her mouth occupied in a steamy make out session.

Ben could feel her climax coming, they had been at it for minutes now and she was at her limit since she her legs wrapped tighter around his back. Finally..

Her legs and arms locked themselves to the maximum of tightness around his back as Gwen hollered out Ben’s name.

“Oooohh BEN! I’m CUMMING!” She cried out in euphoria as Ben himself clenched his teeth and thrusted his member one final time into her Gwen’s wet passage.

“Ooohh GWEN! I’m CUMMING TOO!” He said as he shot out multiple ropes of his semen inside her and kept shooting off causing him to undulate his hips each time.

At the same time Verdona came to her climax as well when she kept thrusting her own fingers into her wet folds while hearing those two scream out their climax, juices kept coating her fingers and eventually her climax subsided.

Filling her womb up entirely Ben’s hips stopped jerking as the last of sperm drained out of him and into Gwendolyn. He collapsed onto her and left both of them panting and sweaty.

Verdona’s feeling of nirvana subsided for now and she got back up and looked at them again.

‘I don’t want to disturb them, they look so happy with each other and I don’t wish to take that away from those two. I have no idea what brought this out in them and me, but maybe I should make my stay a little longer, and maybe I should experience Ben’s youthful energy myself.’ Verdona thought to herself smirking.

Later on Ben and Gwen gathered their clothes and redressed themselves, as they headed out of the lake area and on the path into the camp site they walked hand-in-hand both with happy smiles on their faces.

Ben put a hand to his chin in thought. ‘Now, who’s next? I know, I wonder how my old friend Elena is doing? I wonder how flexible she is, we’ve been friends since we were little, but that doesn’t mean I wasn’t attracted to her.’ He thought smirking as the pink glow lit up in his pupils again.

Chapter Four: Childhood sweetheart

By Auumaan

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.
Chapter Five: Charming Caroline

By Auumaan

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.’
Chapter Six: Helping himself to Helen

By Auumaan

Sitting in the driver’s seat of his newly owned car, that’s right he got a car for his sixteenth birthday, Ben was sitting with his head tilted back in the unmoving car mulling things over. It had only been a few hours ago when he and Gwen had a long talk regarding what happened to Ben that involved Charmcaster prior to all of this.

Part of him thought this whole idea was juvenile to begin with, but then again he was young after all, it couldn’t be helped and shamefully he would admit that he didn’t want things to return to normal. He was in deep and there was no going back, he would tell Julie and Elena soon what kind of new world Charmcaster had opened up for him. Resolving things with Gwen went simple enough, but still rather unpleasant

Flashback (Five hours ago)

Ben was sitting Gwen on a bench outside the tennis court they were just in, both were cleaned up and re-clothed, but Gwen remembered everything entirely and now there was a somewhat awkward silence between them.

“So ” Ben started turning his head to her.

“Ben, I don’t know what to say .i really don’t. I mean are we supposed to go back to normal like nothing happened or can we even continue our relationship like this. I mean dear god ..Charmcaster! Of all people her ! I ” Gwen was cut off on her would be rant until Ben pulled her into an affectionate warm hug.

She stopped speaking and receded into the embrace he was giving her, wrapping her arms around his back Ben then spoke.

“I know you probably hate me more than anything else right I deserve and…” This time he was cut off when Gwen shut him up with a kiss to the lips. They remained like this a minute or so then she gently broke apart.

“I don’t hate you, Ben. You can be arrogant and stubborn sometimes, but I could never hate you. I will always love you.” She said with an honest smile and Ben felt his heart melt when she said those words. Inside his mind he knew that he will always be with Gwen until the end of time itself.

“Then what about Charmcaster ?”

She frowned at this. “I still hate her, Infact I’m kinda surprised she didn’t off you or me just now. What’s her angle in all this, Ben? Why did she seduce you and put this ‘lust’ spell on you in the first place? What’s going?”

Ben shrugged. Honestly he didn’t know why, it just seemed like she was simply committing to whatever sexual urges she was having with him as the target. “It’s probably her twisted idea of fun and don’t hate me for saying this, but I don’t think she’s such a bad guy.”

Gwen made a look that implied; ‘Are you crazy?’

“I know you think I’m nuts for saying that, that look on your face is a dead give away, but if she wanted to kill me then would have done so back in the gym. In fact, she pretty much really hated you and she could have killed you and me just now, but she didn’t.” Ben said testifying for the witch. He felt like he was crazy and he knew that Gwen suspects he is under some magical influence under Charmcaster.

“Ben, are you honestly standing up for her?”She said with her voice intensifying. “She’s our enemy and she’s made that clear every time she sends golems and magic blasts at us.”

“But it was her Uncle forcing her to do all this, she pretty much said it herself when she..uhh..You know “

“I already fell for that con a long time ago and she used that to her advantage, we can’t trust her.” Gwen said staring him down.

“Trust me, Gwen. She’s not trying to kill us or do anything to us, she has had this many chances already and she could have used that time to finish us off, but she didn’t.” Ben added.

Gwen’s frown was lessening and she slowly comprehended his words. True to the fact she could have done them in a hour ago, but didn’t. Maybe he was right, maybe

“Hello, Ben hunny!” A cheery female voice said surprising both of them and then Ben felt a soft pair arms wrap around his neck and chest. They both looked to see

“Charmcaster!” They said in unison, although technically it was Charmcaster, but rather it was her blonde bombshell babe disguise that refers to herself as Caroline.

“I have a name, you know. I wasn’t christened with ‘Charmcaster’ when I was born.” She said frowning.

Gwen glared at her angrily and stood up igniting her energy fists, but Caroline didn’t bother moving from her spot.

“What do you want?” Gwen said through gritted teeth.

“I understand why you’re angry, but know that I didn’t come here to start trouble, princess.”

“Why did you screw my boyfriend and decide to have your way with both of us just awhile ago?” She said not letting her powers drop.

Caroline detached herself from Ben’s back and leaned against the wall beside them.

“Let’s clarify a few things first; I didn’t just screw him, I took him around the world.” Caroline smiling mischievously.

Ben blushed a bit and Gwen’s glare intensified.

“Secondly, my actions regarding him don’t involve any grudges with you or him. In fact I actually stopped caring entirely about our little rivalry.”

Gwen scoffed loudly.

“I am telling the truth.” Caroline said looking serious.

“Yeah like that time you acted like an innocent victim of your uncle’s evil and decided to swipe my charm out from under me.” She said keeping her eyes focused on her.

“Back then I still hated you. In fact I just hated everything, one of the many things that made me a psychopath, my uncle taught me the dark arts when I was young and it was all I would ever do. I wasn’t allowed a childhood of playtime and friends, it was just sorcery, black magic, and voodoo over and over again. I was ruined and seeing you in your perfect little life didn’t help either.” Caroline said bitterly.

Gwen looked like she didn’t believe a word but nodded for her to go on.

“Until just a few days ago, a night of my own well deserved enjoyment with Ben here made me see things differently.” Caroline gestured to Ben and smiled at him.

“You put him under a spell and seduced him for your own satisfaction!” Gwen shouted at her.

Caroline dropped her disguise to regular Charmcaster and nodded. “True, at first anyway “

“What do you mean?”

Charmcaster was quiet for a moment then had a solemn look on her face. “I fell in love with him.”

‘What?’ Ben thought to himself when he heard this startling revelation.

Gwen could see it on her face, she was serious, part of her knew it to be true and another part still thought she was playing some angle.

“Shoot me if you want if you’re still suspicious me, Gwenny. We had a wonderful night and in doing so I bestowed upon an augmentation to have any woman he wants granted if they harbor deep feelings for him.” She explained leaning down to catch a surprised Ben in a tongue probing kiss.

Feeling like her hair was rising up Gwen saw the sight of the seductress having her fun with Ben yet again. She aimed her right hand at her, but didn’t fire. She really felt the urge to yet that desire was fading for some reason.

Breaking away gently from the dazed Ben with a thin string of saliva trailing from her mouth and his she looked smugly at Gwen.

“I know you had fun with me as well, Gwenny. Don’t tell me you didn’t enjoy it.” Charmcaster said putting her right hand on her hip.

“I still hate you, you know. Why did you give him this power?” Gwen said then turning to look at Ben himself. “And why did you just go along with it?”

Feeling the guilt wash over him again he put his hands on his forehead. “I know I know, I couldn’t help myself when this spell was put on me. Everywhere I go it just activated and then after Charmcaster there was Julie and then you and Elena and “

“Wait a minute. You had sex with Elena and Julie as well? Even though you and me-“Gwen was about to choke up a bit until Ben stood up and pulled her into a searing warm kiss.

While he did this Charmcaster simply looked at her fingernails indifferently.

Letting go he gazed into her eyes. “I couldn’t control myself, but I still love you with all my heart .it’s just-“

“-It’s just that now he loves more than the two of us will all his heart and vice versa, every girl he came in contact with that had a connection to Ben became entranced and brought out their deepest desires for green boy.” Charmcaster said smirking a bit. “I couldn’t change it back even if I wanted to, regardless isn’t this fitting? What man or boy wouldn’t dream of this gift?”

“You told Julie and Elena you love them too? That’s ” Gwen said awkwardly.

“I know, it’s just this ‘thing’ brought out my old crush on Elena and feelings for Julie into ‘full motion’. ” Ben stated honestly and nervously.

“So what do we do? I’m more than willing to stay with you, but I don’t think you could break with them after going as far as you did.” Gwen suggested.

Charmcaster sighed. “Simple, Princess, you don’t. His asian girlfriend and the childhood sweetheart will say the same thing you did. Like I told him earlier; ‘things will only get bigger for you’. Remember those words, Ben?”

He looked back at her incredulously. “So I’m supposed to be just fine with making harem girls out of them? What if they get jealous and angry and start fighting with each other or something? How is that better?” Ben said raising his voice.

“They won’t fight or kill each other; this type of magic opened their heartfelt feelings for you, correct? Well it also would make them more open minded; I doubt they wouldn’t be willing to share.” Charmcaster said confidently.

Ben was silent for a moment as he was contemplating this. Here was an opportunity of a lifetime being tossed into his lap that most boys and men alike would dream about. Part of him didn’t think it was fair to any of the girls like Julie, Elena, and Gwen. Wouldn’t it be much worse if he broke up with Julie and Elena after coming so far already? Would they be open to the idea? He was feeling backed into a corner at the moment, but he could still freshly recall the sheer nirvana he felt when he was having sex with both Gwen and Charmcaster at the same time. Scrunching his face and gritting his teeth he came to a conclusion he prayed he wouldn’t regret.

“Gwen, if you’re okay with this in anyway ” Ben said looking solemnly at his redheaded lover.

Gwen could clearly see that things have already gone beyond the limit already since he did it with the other two girls, this would be a drastic change in their lives and she would endure whatever happened if it meant she could be with him.

“I’m .I don’t mind, Ben. As long as we’re together I don’t mind sharing .” Gwen then turned to look at Charmcaster with a sour face. ‘ even with her. Like I said earlier; I’ll always love you.” She said looking into his eyes and he was nearly choked up but instead he gave a full kiss showing how he felt about her approval.

They were in their own moment until Ben felt another pair lips intruding between them in a three way kiss.

‘Charmcaster? This feels good .’ Ben was lost in pleasure as he now sucking in the tongue of the silver haired sorceress while Gwen’s tongue was roaming along both of them.

All three felt the warm wet flesh of each other in a triple embrace, Ben could vaguely hear Gwen moaning and noticed Charmcaster rubbing her left hand between her thighs.

Inwardly grinning Ben pulled apart from the two leaving a confused pair of blushing girls.

“I think it’s time for you two to ‘kiss and make up’, we’re all onboard for this, right?” Ben said grinning.

Gwen looked reluctant for a moment then turned to face Charmcaster. “It will take me a very long time to even get along with you, you know.” She said putting her hands on the witch’s face.

“Likewise, Princess, for the record this wouldn’t be the first time we kissed.” Charmcaster said pulling Gwen closer to her body as well.

“For Ben.” They both coincidentally said in unison before Charmcaster started smothering her open mouth and tongue all over Gwen’s mouth.

Ben could hear them humming in pleasure as CC’s tongue was diving into Gwen’s wide open mouth and the redhead herself would hum while sucking it in like an ice cream snack. Once again Ben was watching a very hot scene between two girls.

“Hm?” Ben looked around the scenery to make sure any onlookers weren’t around, thankfully there were few people around and they’re nearby, but they couldn’t stay here and continue. That’s for sure.

“Okay girls, I think we should continue this within the confines of our own home, shall we?” Ben said placing his hands on both girls to gently pull them apart, Gwen looked at him dreamily as did Charmcaster. They both looked at each other and nodded.

“You’re right, but how about a special night between the three of us? I have a few ideas that include whip cream.” Gwen said surprising Ben with her naughtiness.

“Hmmm, I would love to, but I think we should save that for tomorrow night. I have something important I need to do tonight. Is tomorrow alright with you, hero boy?” Charmcaster said hooking her slender arms around his left arm. Gwen took the other one as they walked away from the area.

“Fine with me, I have a meeting with the plumber’s helpers for a mission tonight anyway.” Ben said suddenly feeling a soft hand on his buttocks and a different one on his crouch.

Charmcaster was feeling his crouch through his jeans while Gwen was cupping his ass.

“Okay then, that means we’ll put in more energy for tomorrow night, Ben. I don’t think you’ll want to get out of the bed when we’re done with you.” Gwen said smiling genuinely as she leaned her head on his shoulder. Truthfully she still questioned her sanity at making this decision, there wasn’t a known way to break this spell and now she wasn’t sure if she wanted to. She didn’t want to break up with Ben and she knew he loved those girls as much as he loved her. This was indeed going to be a great change in life.

“What she said.” Charmcaster added as they walked down the street elsewhere.

End flashback

Here was now in his car waiting for the ship of the Plumbers kids to come near to pick him up. They operated on a base somewhere in Bellwood and they sent word for him to meet them here.

“And here they come.” He said to himself when he heard a familiar noise of the small Plumber’s craft hovering near his car. One of the docking doors opened revealing Helen, the half human half-kliniceran speedster gal that was the counter opposite to her buddy; Manny.

“Hey Helen, what’s shaking?” Ben called out as he got out of his car and locked it.

“Come aboard and I’ll tell you, by the way Manny, Pierce, and Alan are all busy right now. So it’s just me.” She said in her usual gently calm voice.

Ben nodded and jumped aboard the docking bay into the ship.

The ship’s entry door closed and Helen zipped back to the ship’s front to steer it off auto-pilot and drive it back to the homebase.

“So what are those three busy with anyway? Is Manny doing more fixed arm wrestling matches with other aliens again?” He said sitting in the passenger side next to her while she steered.

“No, but I wouldn’t be surprised if he did. We’re scattered thin at the moment, Manny and Pierce are in their individual training missions at Plumber’s academy and Alan is at his hometown spending time with family.”

“How come you’re not in specialized training?”

“I already did it, I was advanced in classes for someone my age, so basically I’m ahead of them in curriculum for now.” Helen said smiling.

“That’s great; I always figured you’re smart as you are good looking.” Ben said looking straight ahead out the windshield. Helen blushed a bit and nervously turned back to her piloting.

After a few minutes of flying Helen flew down to usual outpost they were based in and got off.

Ben followed her out and while doing so he couldn’t take his eyes on her rear as she got up, the sway of her tail also gave him some naughty thoughts he didn’t have before the spell.

“So nothing has been going down lately,huh? I mean you’re stuck here on recon duty and all.” Ben said keeping his focus on her walk.

“Yeah, pretty boring actually, I’ve just been killing time watching streamlined movies on the internet.” Helen said in a hum drum tone.

Ben chuckled a bit. “No solitaire? Or episodes of Family Guy?”

Helen chuckled a bit. “With all this free time I could be out doing normal things like going to the mall or the movie theatre, but life has been all work lately.” She said exasperatedly as she sat down in a desk chair in front of a terminal.

Ben sat down beside her in another chair.

“Not like I’ve ever been normal anyway, but I’m getting off topic, here’s what I called you for.” Helen said tapping some keys on the keyboard in rapid succession. She brought some information screens on the monitor wall in front of them.

“We are getting reports of sightings that involve a new kind of robot called Synthoids. We don’t know who’s creating them or why or even their threat level, but we have hunch whoever’s building them must be connected to the Omnitrix.” She summarized.

“How so?” Ben looked interested now as he looked up at the screens.

“Their technology involves imitator hardware that replicates active Omnitrix DNA usage when it activates and blank DNA synthoids could theoretically became one of your aliens. It’s all just in theory though. What do you think?” Helen said looking up at Ben who was standing behind her.

“It could be anyone like Animo or Vilgax, still too early to tell, but I’ll be sure to be on the lookout for those giant lawn sculptures. Is that all?” Ben asked looking at her.

“Yep, sorry I had to drag you all the way out here for a simple debriefing.”

“I’m not, because now I get to spend some time alone with you.” Ben said smiling.

Helen blinked wide eyed as her mind tried to register just what was going with him.

“B-Ben, if I didn’t know any better I’d say you’re hitting on me.” Helen said nervously as she faced his gazing stare.

“Well I am actually. You’re pretty cute, Helen.” Ben said sincerely.

Helen’s mind was working all this out, here was Ben of all people hitting on her and calling her cute. Helen had never thought of herself as cute, she was a hybrid and he was a handsome human boy. None of this could mix well.

“Ben I I appreciate the sweet talk and flattery, but I’m .well look at me. I have sharp fingers, a tail, and semi-hind legs. I’m not a human, Ben I..used to be though.” She said sadly at the last part.

“You were?”

“Well when I was born I was a human girl at first, but when age and puberty progressed my residual alien DNA eventually more dominant and my appearance became more like this over time. Alan is one of the lucky ones, he doesn’t have to be in alien form twenty four seven, and I’m stuck like this forever probably. I’m not an attractive whatever-I-am for you, Ben.” She said sadly until Ben caught her off guard by pressing his lips to dark blue ones.

‘What the Hell, Ben ? I this isn’t right it’s ! It’s feeling strange .is something coming over me..? I want this to stop but ‘ Helen thought when unknown to her eyes emitted a soft pink glow and inwardly she receded to whatever sway he was over her.

Feeling her long slightly lizard like tongue coil around his own tongue Ben felt the intensity of the kiss increase tenfold.

“Hhhmmmmm.” Helen took the opportunity to place her hands on his back and pull him to her allowing her long blue legs to wrap around his back.

She was still in her seat as she was being taken by Ben who was now pulling down the zipper of her green vest and rubbing her left inner thigh with his other hand.

‘I wonder how sensitive she is down there.’ Ben thought to himself as he moved his hand from her inner thigh to between legs and worked his fingers strongly.

Helen felt her heart beat faster and her womanhood feel arousal at Ben’s hand through her pants. Reflexively retracting her mouth because of his ministrations to her lower body, Helen bit her lip and shut her eyes as Ben was driving closer to an orgasm.

Her vest was off and she still had her black T-shirt and skin tight black pants, but she was about to change that.

Ben grinned as he stood up and attempted to remove his jacket and clothing, but in a blur of blue hazy speed Helen spun around and stopped when suddenly he found himself naked entirely.

“W-Wow, I really miss having access to that alien form. Thanks, are you going to let me undress you?” Ben said smirking as he pulled her into an embrace and locked her into a probing kiss.

After they broke apart she placed her hand right on his now erect member letting her feel the rock hard flesh of his manhood.

“Hmmm, I was thinking a little kinkier.” Helen said placing finger on his chest in a flirtatious manner. “I’m all ears.”

“Good, first I’ll need you to sit down on the chair and leave the rest to me.” She requested and he eagerly obeyed. Sitting down facing Ben found the chair comfortable in the nude; Helen winked at him then turned around so that rear and tail were foremost in sight.

Helen then did a very kinky new thing to Ben; she placed her supple buttocks around his hard member causing him to feel her cute butt cheeks around it.

‘She’s hot-dogging me. That is so hot!’ He thought as she started bouncing her hips up and down slowly on his dick. Ben made a goofy grin at the naught idea she had that he liked so much.

Then she pushed her butt closer to the point where he felt her pretty much sitting in his lap and she let her tail wrap around his chest so she wouldn’t lose balance.

“Ready for more?” Helen asked grinning. Ben nodded quickly and Helen begun gyrating her hips in rotation.

“Ooohh Helen, that feels fantastic!” Ben said bracing the armrests of the chair while Helen’s still clothed ass was rotating in massage of his now twitching cock.

“Like my little dance, Ben?” Helen asked smirking.

“Love it.”

“Then you’ll love this.” She then retracted her tail from his chest and opened the distance much to Ben’s displeasure, but what she did next made it much better.

Feeling the slender whip like tail of hers suddenly trail down his chest to his lower regions, Ben now understood what she was doing and liked it.

Her tail wrapped itself around his hardened penis in a coil and then it jerked it rapidly. Gritting his teeth he felt the urge to cum rising as her soft blue tail that was coiled around his member continued jerking it.

After a few more minutes Ben titled his head back moaning. “I’m cumming!”

Helen removed her tail and quickly knelt down in front of him and opened her mouth when his dick started twitching violently as it shot out multiple loads of creamy white semen into her mouth and on her face.

Ben released several more jets of sperm which landed on Helen’s tongue and finished, he looked at the sight of cum covered Helen when she wiped the spermy substance off her face and placed a cum covered finger into her mouth.

“Hmmmm tasty.” She said taking a lick of it then sucking cum off her fingers and swallowing the rest in her mouth with a loud gulp.

“That was incredible.” Ben stated leaning up.

“The night is not over yet, sweetie.” She said and in another blur of speed she removed all her clothing revealing to Ben a shy elegant blue alien girl in all her glory.

The only really noticeable traits she had was her helmeted head, she kept it on, and her pseudo hind legs with the speed orbs secured below her feet. Other than that her body was similar to any other female’s with the exception of her tail and elbow ridges, she had C-cup level breasts that she covered with her arm out of modesty.

“Wow, I didn’t know you were so stacked.” Ben said adoring the sight of her tits.

Helen blushed and leaned in for another deep tongue entangling kiss.

“You don’t mind me being like this? It’s a fact that most female races of every alien species have a nearly universal anatomy, but everything about me just screams ‘alien stereotype’.” Helen said with low self esteem.

“Hey, you’re fine just the way you are. I don’t know where you got your confidence issues, but one thing is for certain. I’m about to make love to a beautiful alien girl.” He said earning a blush from Helen again as they resumed their kissing.

While they were kissing Helen took used her tail and placed the tip of it on own bare pussy. The tip of the tail rubbed itself against her cunt and started going faster until the soft pointed end was poking her clit.

“Mmmmm!” Helen hummed in satisfaction silently thanking her genetics for granting her a very useful tail. Between Ben’s mouth sucking her tongue and her tail masturbating her pussy, she was in heaven.

A few more minutes passed as they continued and Helen took the next step and plunged the tip of her tail deep into her pussy, she moaned deep into Ben’s mouth.

‘Masturbating with her tail is definitely mixing it up, I’m getting hard again just by hearing her. Her pussy is preoccupied at the moment, but what about her other hole?’ He thought to himself mischievously as he surprised by grabbing her ass cheeks firmly in the tight grip of his hands.

Thrusting her own tail into her snatch with my vigor Helen let go of his mouth and started moaning loudly, Ben squeezed her blue butt cheeks as her hips began to grind against him during masturbating.

“That’s kinky, Helen. I like it.” He whispered to her before he closed his mouth on one of her breasts and sucking on it.

“Oh yes! Ben you’re amazing!” Helen moaned loudly in ecstasy while Ben continued to suck in the alien girl’s left breast as he groped her other one. Even for a hybrid her breasts were no different from a human girl’s apart from her nipples being a darker blue color.

Ben removed his mouth from that breast to and placed it on the other one, Helen then grabbed his head to nudge him on to keep going.

‘I can’t believe I didn’t do this sooner! This is amazing!’ Helen thought biting her bottom lip in barely restrained pleasure.

Little by little the tip of her tail delved in deeper until her body tensed in Ben’s lap and her hips starting undulating wildly.

“Oh Oh ..ooOOOHHH!” Helen hollered out as her hips started jerking and her grip on Ben’s shoulders tightened. She just had her orgasm.

Now that she stopped undulating she relaxed her body in his arms and removed her tail from her snatch, Ben surprisingly grabbed the tail and brought the juice covered tail tip to his mouth and licked her juices off.

Helen made a surprised face when he did that, but she was getting turned on as well, he was doing something with a part of her body.

Slurping sounds being made Ben finished sucking Helen’s pussy juice off her tail and looked back at her with a grin. “You tasted good, Helen, but I still want a little bit more of you.” He said firmly grabbing her ass and lifting her up so that her ass hole was directly above his member.

Helen’s eyes widened, never before had she considered the idea of Anal sex on her, no boy she had ever met had so much has kissed her let alone shove their meat stick in there.

Her ankles were dangling over his shoulders and Ben looked to her for permission, Helen smiled and instantly nodded.

“This is my first time doing this, but you will love it. Here we go.” Ben said using his hands to slowly lower her body down to his thus allowing her buttocks to touch the tip of it.

She was still a virgin in both the ways, but this way probably would hurt a lot, she was prepared for it though as soon as the tip of his rod now touched and prodded her anus.

Ben smiled and slowly sank Helen’s hole down on himself allowing his cock to gradually bury itself within her.

“Oh god oh god oh god!” She panted at feeling this new experience and within seconds she felt all of Ben’s manhood buried within her anus. Feeling strange and expected pains Helen gritted her teeth in agony as she slowly became accustomed to the feeling.

‘She’s so tight! I feel like I’m about to blow my load already! No time to waste.’ Ben thought as he thrust his hips earning a small moan from Helen and he started thrusting again into her ass.

His member kept coming back out to the tip and with each thrust it dove back inside her. Ben was screwing Helen in the ass and he loved it.

“Ooohhh, Ben it feels .incredible..!” Helen struggled to say as she braced her hands on Ben’s kneecaps to keep from falling backwards as he kept pumping into her.

Ben gritted his teeth signaling he was close. “I’m going to “

“Do it inside me! Don’t you dare take it out!” Helen said as her body continued to bounce repeatedly as his hips were jerking constantly with her bounces.

‘”I’m cumming!” He yelled out as his hips stopped thrusting letting his cock stay buried in her anus shooting off.

“Oh yes, Ben! Yes!” Helen’s body tightened as she begun having her second orgasm while Ben’s gushing amounts of semen filled her anus.

His cock jerked a few more time and stopped after depositing copious amounts of his sperm into her butthole. Ben slumped into the chair exhausted and Helen lay with him.

“W-wow, well now I know I lived out a Science fiction fantasy.” He said chuckling.

“That was amazing, Ben. Does this mean what I think it means or is it-“Helen was interrupted by Ben’s searing kiss, she blushed and returned the kiss letting their tongues rub against each other.

“Yes it is, but I need to go over a few details with you, Helen. I want you with me, but there is something you may have to agree with first. Are you up for it?” He asked measuring the weight of his words carefully.

“Ben, of course I am, you’re the first boy ever to be like this with me, no other boys human or otherwise can give me the time of day like you did. I’ll face whatever ‘details’ you have, lover boy.” She said nestling against his chest.

“You’re the greatest, Helen.”

“I just wish we could be in public like this, but a speedy blue alien girl with a human boy would never be able to walk out in to the world without stares and whispers.” She said sadly.

Ben just then had an idea and raised his Omnitrix arm to look at. “Actually I think I may have a solution to that problem.” Ben said smirking and Helen leaned forward to kiss him again.

“I can’t wait to hear it, but I think Manny and pierce are going to be here soon. We need to get dressed up first.” She said getting off and standing back up letting a small dribbling amount of creamy white goop to drip out of her ass.

“yeah you’re right, well then-” Ben was interrupted by a flash of speed as the doors opened revealing the Tetramand hybrid as well as the Porcupine humanoid leader.

“Helen, we’re home!” Manny called out looking around to see to Ben and Helen sitting in leaning against the terminal console with their clothes in disarray.

Thankfully Manny was rather dim to notice it and Pierce just thought they came back from training in the holo-room.

“Hey guys, good to see ya. Helen and I were just practicing out in the training grounds with some drones.” Ben lied covering up their little ‘session’.

“We got a little careless though, I already briefed Ben and I’m taking him home.” Helen stated looking nonchalant.

“Well on your way back could you pick up Alan as well? Plumber academy called and they want us for a field training mission.” Pierce said looking at the two with suspicion.

“Will do, come on Ben.” Helen said cutely as she led him out the room and as soon as they were out of sight they held hands.

“Any of that seem odd to you?” Pierce asked Manny after they left.
Manny simply shrugged. “I didn’t notice anything, their clothes are messed up , but training does that to you.”

“Yeah usually training involves ‘torn’ clothes and laser burns.” Pierce countered.

“Meh, can’t bring myself to care. I’m going to watch some WWF now.” Manny said leaving the room.

When Ben and Helen got to their ship they both entered and as soon as they were in they started making out vigorously. Helen then decided to slide her tail into his pants after they set the ship to auto-pilot. They were due for a lot of fun on the flight there and no one would know.
: Timeless Lust (Part one)

By Auumaan

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.”
Chapter Eight: Timeless Lust (part Two)

By Auumaan

After finishing dressing up Julie had a questioning look on her face while she zipped up her sweater behind the already re-clothed Tennyson cousins. Ship was already up and frolicking about when she turned around to stare down Ben in a hard demanding gaze with her arms crossed.

“Okay, Ben. Fess up, what in the world just happened between the three of us?” Julie asked making Ben scratch the back of his head nervously and chuckle, luckily for him Gwen answered.

“We..uh all three of us had sex, Julie.” Gwen said shrugging. Julie’s eyes slanted and she sighed.

“Yeah, it was hazy but I remember it….very clearly. What did you do, Ben? Why….I mean how did this all happen?” She looked at him with an expression of hurt.

“Julie, it’s kind of complicated, but I….well….Charmcaster got the drop on me a week ago and she pretty much magically seduced me. It’s a bit hard to understand.” Ben said carefully while putting his hands on her shoulders.

Julie looked aghast and her mind instantly jumped to different conclusions; either Ben was girl raped by the said witch or she actually tempted him into betraying her.

“You mean…wait a minute..!” Julie looked to her side at Gwen. “Why did you join in? Is there something going on that you’re not telling me, Ben?” Instead of looking confused she looked flushed. Her worst case scenarios seemed watered down when she recalled that Gwen joined in and made their lovemaking into a porno scene.

Ben sighed and he took a breath as he was about to explain until he heard the door knock and open revealing Kai.

“Ummm…your grandpa said the time gate is all set, it sounds kind of urgent and that you should get going now.” she explained looking at them strangely. It was a mixed expression of Intrigue and embarassment, but Ben didn’t take notice as he nodded and looked back to Julie. She still had the same hardened look on her face that meant she had more questions, but that would have to wait until later.

“We’re not done here. I want to know what’s going on and why I’m not the only girl that’s made love to you.” She said sternly and picked Ship up in her arms then walked out of the RV door.

Ben slumped his shoulders and sighed, he knew this would be difficult to deal with whenever the time came to declare that his original girlfriend isn’t his only one. Gwen stood beside him and patted him on the back to comfort then placed a quick kiss on his lips and walked out.

“Come on, Ben. We need to find Vilgax before anything in this time happens.” She said walking out with Ben behind her.

Within a couple of minutes Kevin made it back to the time gate area with a duffle bag of filled with miscellaneous automotive parts.

After a quick glare and a pointing finger to the RV Gwen somehow made Kevin toss the bag into the Rustbucket seeing as how they didn’t need it whatsoever.

Max stood in front of the Timegate and input some key strokes on the hieroglyphic stones, a glowing blue aura began materializing around the stone ring thus signaling it’s activation.

“Okay then, we’re not sure how much power this thing has left so you need to make your trip a quick one, find Vilgax and stop him before he does any damage to time stream.” Max instructed when suddenly the stone ring began fluctuating sparking blue energy. “My theory is that nothing has changed yet because you three are going in now and will have successfully stopped Vilgax, but every minute is important right now, any delay right now could give squid face more time to destroy the past. Come on then-“

“Something’s wrong!” Wes stated urgently as he and Max went to the terminal to analyze it and determine the sudden malfunction.

While this was going on Kai scooped up Julie’s pet mechamorph in her arms and started petting it, Julie herself had her arms crossed and looked at Ben and Gwen questioningly and somewhat longingly. Kai found Ship to be very cute for a semi-robotic alien dog and kept him in her arms while Max and Wes input some more key strokes in attempts to get it working properly.

“Vilgax must have sabotaged it before he left.” Kevin stated gritting his teeth.

“We need it to work, isn’t there something we can at least do. Greymatter’s brains would sure come in handy right about now.” Gwen said when Ben had a look that signaled he had an idea.

“I think I know a good substitute!” Ben said excitedly as his hand went to his watch and after selecting a certain hologram he pressed his palm down. The familiar green flash erupted and faded revealing a crab like alien with a gigantic head otherwise known as Brainstorm.

“Let’s find out what a large electricity producing brain can do with this primitive looking time traveling rock.” Brainstorm stated articulately and strode on his four small legs to the now sparking terminal.

“Let’s see…..push this…press that….don’t pull that….and a few dozen more keystrokes and….done.” Brainstorm used his pincers to push a random order hieroglyphic glyphs and in a result the stone ring that was the Time Gate reactivated with a flowing blue glow around it. “Everyone stand back a moment, there may be a discharge of energy in a few-” Brainstorm declared until suddenly the blue glow unexpectedly expanded and dispersed small discharges of blue energy all around the place surprising everyone.

The miniature waves of abnormal blue energy spread out and about from the Time Gate and flew everywhere, fortunately they were harmless until several of the energized discharge waves phased through Ship causing a small electrical surges to the small mechamorph pet.

“Ship! Ship…” The little black and green blob quickly felt the electrical pain leave it and Ship jumped out of Kai’s arms out of reaction to Julie again.

Suddenly feeling a strange feeling around her wrists Kai looked down and her face contorted to one of shocked fear. ‘W-what just happened?’ She thought in panic when she saw that each of her wrists had a sparking piece of black and blue cybernetic goop. It looked like as if Ship detached two pieces of itself the same way it’s owner detached Ship in the first place, but Kai didn’t know that and panicked.

“B-Ben!” She yelled out for help and when Brainstorm turned around to notice the abnormalities on her wrists, which by now they were growing all over her forearms, he attempted to scuttle over to her until something else happened out of nowhere.

“Something’s going on with the gate!” Gwen stated loudly as now a very strong vacuum force emitting from the gate was pulling the teenagers all in.

“Everyone grab on to something!” Max said grabbing hold of lamppost behind him while Wes did the same thing with the building nearby.

Unfortunately the pull came too quick for the teenage heroes.

“The pull is too strong and we’re being sucked in! Gwen created an energy orb around herself but was sucked in the time gate regardless. Soon after Kevin was pulled in along with her.

Brainstorm was pulled in next. “This is most unexpected and problematic..!” The crab alien was now sucked in entirely.

“Uh oh! Wwooaaahhh…!” Julie was holding ship tightly in her arms when the vacuum force swept her off her feet and pulled her in as well.

Kai couldn’t hurry to latch onto a railing when the shock of what was happening to her wrists didn’t leave her, but the vacuum force didn’t leave her time to think when she was lastly pulled in.

“Ben!Gwen!” Max called out as he kept his grip when the vacuum force died down and the terminal controlling the gate short circuited causing the Gate shut down.

The appalled and shocked faces of both Wes and Max didn’t change as they got up and surveyed the now fried controls of the Gate.

“What just happened, Max? Where did my granddaughter and those kids get taken to!” Wes was clearly worried for his granddaughter and it wore on him at the moment.

After analyzing the terminal’s remaining controls and chrono counter Max breathed a sigh of both small relief and stressing worry. “Well there’s good news and bad news. The good news is according the year and month counter on this terminal they made it to the right time and date where Vilgax took himself, aside from being off by a few days they should be able to catch up to him. The bad news is that when Brainstorm got it up and running again so we could use it, the power source became unstable and we’ve just now seen the result. The controls are almost entirely ruined, but I can fix it, it will just take some time.”

“And until then they can’t back.” Wes concluded grimly. Max nodded and held a reassuring smile.

“They’ll do fine, Wes. Your granddaughter is in good hands with Ben and the others, so I wouldn’t worry too much about it if I were you.”

Wes reluctantly nodded and Max began work on fixing the Time Gate’s alien tech terminal so the teens could return, but even though time was a factor Max felt confident that they can handle anything on their end.

Where Ben and the others were at….

Laying sprawled on the grassy ground was Brainstorm, Kevin, Julie and Ship, Gwen, and lastly Kai. Just a few minutes ago all five teens were tossed out into the scenery roughly by a very imperfect time portal, it was a rough ride to say the least, but they got here now.

“Ooohh…my head…where..?” Gwen stated woozily as she picked herself up from the ground and looked around at her friends laying flat on the ground like she was.

“I say…that was quite an experience…” Brainstorm said scuttling himself to stand up again. “Or how they say it; ‘One hell of a trip’. Everyone alright?”

Julie got up and nursed her head while nodding, Kevin slowly stood back up as well as stretch out his limbs, Kai was the last to stand on her feet and she fixed her glasses while nodding to Brainstorm.

“Just peachy, colonel custard. Now drop the form already.” Kevin said stretching and winding his arms.

With a green flash Brainstorm changed to Ben. “So I guess it worked then?” He said looking around recognizing some of the scenery as a forest outside Mount Rushmore.

“Couldn’t you tell? You were in alien form when you fixed up that lousy machine.” Kevin said crossing his arms.

“We’re in the right time alright, I can feel it.” Gwen stated with her eyes glowing with mana energy. “Plus all brainstorm did was get the energy source up and running again, he couldn’t have changed the preset date and time of destination.”

Kai adjusted her glasses and quickly remembered what was happening to her wrists before the gate sucked them in and took a look at them. The ‘goop’ that was supposedly part of the cybernetic pet now formed themselves into bizarre looking bracelets that were clearly alien by appearance. They had the same black and blue circuit like texture, but they were shaped like everyday bracelets even though they looked like things out of a science fiction movie.

Julie along with ship walked over to the group to ask where they are. “So we know what time period we’re in, how about the place? Vilgax has already got a headstart on us.”

Gwen nodded in agreement. “I remember this place, it was picnic spot we ate out at a couple of days before me and Ben traveled to the future for a short awhile. Remember that, Ben?”

“I did think this place looked familiar, chalk it up to bad memory for me. If this is the right place Vilgeek picked to attack Grandpa then why choose this time? It doesn’t make sense, Grandpa is just as good now as he is in the future with fighting aliens.”

Kai ran over to them with a somewhat stressed look on her face. “Guys something happened to me with Ship and that time portal thing.” Kai stated urgently and caught their attention when she stood next to them.

Gwen cocked her eyes in a questioning stare while Ben and Kevin stood there waiting for her to continue.

“What happened, Kai? I heard you call out to me before the time portal swallowed all of us up.” Ben asked and she answered by raising both her hands up to reveal the alien bracelets.

“What are those? They look like-“

“Alien tech! I’d recognize it anywhere, she’s wearing alien tech on her wrists. Never seen anything like it though.” Kevin grabbed her left wrist and eyed the bracelet with intrigue.

“How did you ge- Is that what happened with the time gate and ship?” Gwen asked realizing it all.

Kai nodded and went on to explain. “When Ben’s crab alien tinkered with the Time gate all that blue energy run off came out and somehow affected Julie’s pet. I was carrying him when it happened and after it was over these things were on my wrists. They were like liquid before though.” Kai finished looking unsure about the said objects. “I’ve already tried taking them off and they won’t move an inch, Its like they’re melded to my skin.” She said calmly but with a little bit of fear in her voice.

“Ship did that? I know he didn’t mean to, he must’ve been afraid when the time gate went off. Right, boy?” Julie said then looked to her little mechamorph pet.

“!” It barked in it’s electronic voice.

Julie wasn’t over what went on with Ben,Gwen, and herself, but right now they were discussing Kai’s predicament and how to follow Vilgax. “It’s like that time me and Ben met an actual mechamorph who was trapped and created Ship here in order to get help, right Ben?”

Ben nodded and eyed Kai’s wrists. “Stuck to her wrist like the Omnitrix, maybe they’ll do something strange later on.”

“They don’t seem to be doing anything bizarre right now, maybe Grandpa Max has something to get them off when we get back. Right now we need to find out where Vilgax went.” He stated letting Kai’s wrists go.

Kai was still afraid of what sort of alien bio-technology attached itself to her wrists, but right now there were more important things to take care of. She would have to freak out later. “Yeah, ok. I’ll just have to get used to whatever these are in the mean time then.”

“I can track him if we start moving, we’re a few days away from the spot where we were picked up by the future Gwendolyn an-“

“Whoa whoa wait a minute. You went to the future?” Kevin asked intrigued. Gwen nodded and figured what he would want to ask.

“What was it like? Was I there?” Kevin asked and Gwen shook her head. Now that she thought about it there was no mention of Kevin in the future, but then again there wasn’t much of anything mentioned after all. Knowing too much about the future could create paradoxes.

“We were only there a few hours, we didn’t see you there since it was a brief trip, I honestly can’t tell you too much. You know, time paradoxes.” Gwen stated and Kevin slumped his shoulders.

“Drats, I kinda wanted to know a few lottery numbers too.” Kevin sighed and Ben laughed when he heard him.

“I don’t think it works like that, Kevin. Maybe you watched too much television.” Julie added with Ship barking.

“Like I was saying, we need a mode of transportation and then I could track Vilgax and I don’t think Ship should morph into a space jet this time around. In this time period we might get intercepted by the air force or military thinking we’re an alien threat. Any ideas?” Gwen asked then Kevin’s head shot up.

“I think I got one.” Kevin then looked to the black and green upgrade alien pet. “Ship, instead of a space cruiser, can you change into a copy of the Rustbucket?” Kevin asked smirking.

“Ship!Ship!Ship.” The goopy little pet jumped out of Julie’s arms and landed on the ground, soon it’s took shape and enlarged drastically.

Bigger and bigger it got, not as big as a star cruiser, but big enough to fully transform into a black and green high tech version of the RustBucket 2.

“Wow. Good boy!” Julie called out to the Black and green vehicle.

“Ship!” it called out.

Kai herself was amazed at the what Ship did just now, the wonders of alien technology. She looked at the new high tech RV and back to her alien tech wristbands. ‘These came off from the little guy, could they do things like that?’ She wondered when the side door of the Rustbucket 3 opened and Ben took a step inside to get a look around.

“Wow! You even made it roomier than the Rustbucket.” Ben turned his head to call out to the others. “Guys check this out! Ship really outdid himself with this thing.” He walked in deeper into it to see it was similar to the interior of jet cruiser and it still maintained the comforts of a high class RV. There were soft and comfortable couch seats, a miniature dining area to store food, a roomy sleeping area to the back of it with plenty a space and two rather large bunk beds.

The interior was designed mainly sleek black polish colors with the typical circuitry texture, Ship even materialized some cooking equipment like a microwave and a water tank. They would need to get water first, but on top of that there windows of course and a flat screen television built into the wall across the couch seat. It was nearly completely identical to the Rustbucket internally, but everything was radically different in a good way.

“I’m impressed and all, but how fast can it go? I’m a man of speed after all.” Kevin said looking impressed with his arms crossed. Ship’s electronic voice barked twice and Julie nodded in understanding.

“He says ‘very fast’.” She translated as Kevin took the Driver’s wheel.

“Oh this is gonna be fun.” He said smirking eagerly. Ship’s electronic voice barked again and Julie translated it again.

“I think he said he will take over the wheel whenever you fall asleep behind the wheel.” She stated taking a seat on one of the side couch seats.

“Fine with me because I’m not leaving this wheel unless I have to use the restroom.” Kevin stated cockily putting his hands on the wheel.

Kai took a seat on the side couch on the other side from Julie’s spot and Ben walked up to the front of the vehicle with Gwen.

“Are we all set?” Ben asked looking at the redhead.

She nodded and her eyes lit up with fierce violet glow. “Ready, he’s headed north just outside the city nearly three hundred miles away, I don’t think he’s done anything yet, plus he’s been moving on his own and trying to be discrete about it. That’s slowing him down a lot, but he’s pretty far ahead. Just go straight and take a right when you see the sign that says ‘now leaving Mount Rushmore’, from there we stay in that direction for at least a few hours. That’s the only route to take to his location. Got it, Kevin?”

“You lost me during most of that.” Kevin said looking dumbfounded. Gwen face palmed and Kevin chuckled. “But don’t worry, go straight and take a right at a sign, simple.” He said putting his foot on the petal thus starting Ship’s bio electric RV engine and taking off.

And so they were off, thirty minutes in to the drive Ben decided to take a seat next to Julie with Gwen on the other side of her for their talk.

“Let’s talk, Julie.” He said sincerely and she crossed her arms looking intensely.

“Ben, did you cheat on me?” She asked in a strained voice.

“No.” Ben answered honestly. Julie didn’t look convinced, Gwen was sitting beside her and was ready to support her cousin in this difficult moment.

“You said Charmcaster got the drop on you and…what did she do? Seduce you? Mind control? Tell me, Ben.”

None of them noticed, but Kai was still sitting across from them watching the whole conversation, it wasn’t like she could go anywhere else in this RV to not overhear them anyway. Briefly looking at her wristbands again with curiosity and fear, she turned her attention back to them. She already knew what went on in that RV before they were transported here, but they didn’t know she knew. Kai was still wondering what possessed her to go into such a euphoria when she witnessed them, she had gone so far as to pleasure herself to orgasm spontaneously.

‘I wonder if they’ll do it again soon.’ Kai thought adjusting her glasses.

Ben sighed and with plenty of bold courage he was ready to confess everything to his girlfriend, well one of his girlfriends anyway. “She caught me the gym one night and placed some kind of lust spell on me. After I felt the spell taking effect I suddenly felt extreme sexual urges and she planned on that, after removing my energy handcuffs I well….”

“Had sex with her right there on the gym floor.” Julie concluded and looked to Gwen. “There’s more to it, how about you tell me where it went from there, Gwen.”

Gwen also breathed a sigh and was about to explain, but Julie surprisingly interrupted her. “On second thought, don’t bother. I kinda figured how this turning out now and I’m not really angry surprisingly.” She looked back to Ben with a somewhat sad look. “So I take it that lust spell never went away, huh.”

Ben nodded his answer and she continued. “The next person you slept with out of uncontrolled magic sex urges was Gwen, right?”

This time Ben shook his head. “No, it was strictly you after Charmcaster, you felt something strange before inviting me to your room, right?”

Julie nodded then a look of realization struck her face and finally she understood. “So since it activates with any girl nearby, how many girls have you slept with aside with me, Ben?” She asked this time in a jealous girlfriend kind of glare.

Ben gulped nervously. “Well….aside from you there is Gwen, Elena, Charmcaster twice, and Helen.”

Now Gwen had a look of surprise. “Helen too, Ben? When was that?”

“Just yesterday and she’s on board for it.” He said hoping not to receive a girlfriends wrath at the moment.

Julie looked confused when he mentioned Charmcaster again and curious about Elena, it didn’t surprise her if the spell couldn’t be undone, she knew Ben well enough to know he’s not the unfaithful type, but from the looks of things it seems like he’s expanding whatever screwed up list he’s making.

“Okay okay, let me say something then.” Julie said interrupting Ben. She looked at him with a loving yet sad face and placed her lips on his in a deep kiss.

“I don’t like how things turned out this way, Ben, but I know you’re not doing any of this if it was entirely selfish. I love you with all my heard, I take it that Gwen loves you too, I don’t know about those other girls, but do you truly have a big enough heart to love all of us?” She asked sincerely.

“Of course I do, I got myself into this and I’m willing to do everything and anything I can for you, all of you. I do love you, Julie. I don’t want to see you hurt or anything like it I-” Ben was cut off when Julie grabbed his head and smothered her lips into his once again, but this time with much more energy and passion.

Kai looked on and started to feel that urge again, suddenly she couldn’t feel like just watching this time.

Julie let go of herself from Ben’s lips and smiled cutely. “If you’re willing to give us your heart then I’ll just give you mine as well. I’m willing to go on board with this little ‘harem’ of yours, simply because-“

She pulled him into a deep affectionate hug before continuing. “-Because I love you that much.”

Ben put her arms around her back in return. “Thank you, Julie. I won’t waste what you’ve given me.”

Gwen looked on with a smile as the two decided to keep together even with the growing number of girls in Ben’s life. ‘That’s certainly a surprise about Helen though. The only one left to reveal this ‘relationship’ to is Elena.’ Gwen thought before barely noticing Kai across from them.

There were two things that made Gwen look absolutely shocked and surprised; one would be that they simply revealed everything in front of Kai who they didn’t notice was there across from them and two that she was completely topless and standing in front of them.

“K-Kai? How long were you there?” Gwen asked before noticing the pink glow in the Navajo girl’s eyes. ‘Long enough apparently.’ Gwen thought before looking in Kevin’s direction to notice he fell asleep behind the wheel already, it was night time after all and they were fatigued after their fight with Vilgax and the trip through time. ‘That’s lucky.’

Julie and Ben detached from the hug and both noticed with stunned faces that Kai was standing two feet from them without her tight shirt on as well as her bra. Her breasts were well developed for a teenager, they were almost B-cups and slightly smaller than Helen’s.

“I heard everything, Ben. I want to be on board too.” She said with bedroom eyes, apparently the spell was already going full circle with her and Ben noticed the chain effect of the spell beginning. Julie’s eyes had a pink glow as well as Gwen’s, apparently the nude sight of another girl that supposedly has any feeling for Ben triggered the spell and affected the other already affected girls.

‘Whoa…she’s actually very pretty with her hair like that and glasses, not bad looking either around the chest either, I can see why I had a crush on her before. Does this mean she’s changed? Either way there’s no way to stop the charm effect when it’s already begun, I might as well indulge Kai and see if her sensible side wants to join after this.’ He thought smirking and got up to walk to her.

He could clearly see the look of lust and affection in her almond eyes and Ben placed his right hand on her chin. He lifted her face to his level and pressed his lips against hers sensually sucking on her lips with his.

“Hhhmmmm.” Kai hummed and placed her left hand along his crotch area through his jeans rubbing it in circles.

Gwen and Julie watched in intoxicated awe as the Indian girl slowly dropped to her knees and lightly pushed Ben to sit on the couch seat behind him. He was sitting in front of her as she kneeled down and placed her tan hands at the hem of his jeans. With a zipping sound his pants were slowly tugged down leaving only his boxers which Kai dove her right hand into.

Before she could continue called out to ship. “Ship, could you be a dear and digitally record what we’re doing?”

It barked an affirmative and out the side of the wall behind them a small camera like protrusion appeared and started recording the scene.

“Good boy, and by no means show this to anyone beside the four of us.” Julie called out and Ship barked another affirmative response. This would make a great video for them to enjoy later right along with the first one she made with herself and Ben.

With a gentle tug Ben’s exposed rod popped out of his boxers while Kai stroked her right hand along the shaft smoothly. Her soft elegant tan hand slid up and down along his hard rod and her left hand was brought to his testicles in which she rubbed in swirls. Both Gwen and Julie were feeling moistness down below from watching the scene and then Kai did something new and raised her body up a bit.

With a wink she let go of his member and placed her hand on her B-cup breasts and leaned her chest against his cock so that he lined up between her mounds.

“Let’s call this my initiation trial then.” Kai said smiling seductively while she kept her hands on her own breasts and rubbed her teenage mounds on his dick.

Ben tilted his head back in pleasure as he felt Kai’s smooth tan breasts massage and squeeze together on his manhood. He felt himself getting harder and Kai added more to her boobjob by placing her head forward to lick the tip of his penis lightly while rubbing her tits on it at the same time.

The Digital camcorder in the wall was capturing it all while Julie sat behind Gwen and dove her right hand down Gwen’s pants and her other hand up the redhead’s shirt to squeeze her breasts.

Kai increased her pace and started bouncing a bit to increase the rate her breasts rubbed Ben’s shaft, feeling those fleshy mounds against his sensitive skin was causing Ben to come closer ever faster.

Julie dove a finger into Gwen’s moist passage underneath her pants and started licking the redhead’s neck while pinching her left nipple through her shirt. After a few more minutes of sensual boobjobbing Kai licked more and more of the tip and bounced against his manhood even faster.

“K-kai I’m close!” Ben gritted his teeth when Kai rubbed her tits in swirling motions on his dick then feeling his member already twitching Kai prepared herself and shut her eye. “Ooohhh Kai!” Ben’s climax came and he shot spurt after spurt of creamy white substance on the Navajo girl’s face and breasts.

Several spurts landed on her nimble tan face and several more shots of spunk landed on her chest and tits.

Ben laid on his back entirely and for some reason he didn’t feel entirely spent, he looked over at Julie masturbating Gwen underneath her clothes and when they looked over at a semen covered Kai they stopped and walked over to her. She was still on her knees and her face resembled one still in bliss, the two girls smiled and nodded to each other. Making sure Ben was looking, they kneeled down beside Kai and did something that went to the extremes of fan service.

Gwen placed her mouth along Kai’s licked the outside of her cum covered lips in swirls then started tracing her tongue around her cheeks taking in the sperm that landed there. Meanwhile Julie went to her breasts using her mouth to suckle on one of her nipples and used her tongue to lick around it to take in the semen that landed there.

‘Holy…wow…I’m glad Ship is recording this. I may watch it later when we get back to our time.’ Ben thought enjoying the scene between the girls immensely.

Julie went to the other breast and sucked Kai’s tit slowly while Gwen licked more cum off of Kai’s other cheek then her forehead and finally her mouth in which she dove her semen covered lips and tongue into.

‘Awesome! Second time in a row she’s done that, but since the charm effect is well….in effect, will she even like Kai after this or will anything change? I think Gwen still has a bit of a grudge with her. Not that I blame her, but I think all this is changing my mind little by little.’ Ben thought looking at Julie sliding her tongue along the Indian girl’s chest sucking up the rest of the cum and going to her neck to kiss and lick it.

Suddenly all three of them slowly ceased their ministrations to each other and all looked at a now hard Ben.

“It’s his turn now.” Julie said mischievously and Gwen nodded in agreement with her and looked at Kai.

“Consider this your second part of the initiation trial.” Gwen said pushing Kai to lay on her back and she beckoned Ben to get up and come over there.

Gwen pulled Kai’s shorts off her legs and soon after her white panties followed, Julie did the honors of putting her hands on Kai’s inner thighs and spread her legs wide apart.

Ben felt himself harden even more at the sight of Kai’s slightly hairy snatch all moist and waiting for him. Kneeling down and positioning his member at the entrance Ben looked to the Navajo girl for confirmation and she gladly said yes by grabbing his head to shove her lips onto his led by a tongue invasion. Ben took her answer and little by little slid his cock into her snatch, he could feel her tense as the fleshy intruder was delving deeper into her womanhood. He reached her hymen and prepared to penetrate while she held onto him tightly with her arms for security.

‘I can’t believe I’m actually doing this with the girl I had a crush on so many years ago, it’s like a dirty fantasy come to life. Here we go, Kai.’ Ben thought with his mouth still occupied with hers as he strongly thrust his way past her barrier causing her to get slightly teary eyed out of pain, her grip tightened on his back while his manhood dug further into her pussy letting pleasure bypass the pain bit by bit. Once again pain turned into bliss as Ben once again took the virginity of once lost love interest, both teens felt like their souls were on fire and they continued their intercourse right there on the floor.

Ben’s hips rising and dropping repeatedly on top of Kai’s lower body, his stone hard cock constantly thrust into her wet soft cunt while she kept her tongue licking around inside his mouth.

While they were doing all this Gwen and Julie had already stripped themselves of their clothes and decided to engage in a different activity while Ben was screwing the Navajo girl.

Sitting back positioned across from Julie was a fully nude Gwen who pulled the Japanese girl into what is called a’Tribadism’ position where Gwen and Julie’s legs crossed over each other and their smooth moist vulvas rubbed against each other in a scissoring posture with fervent vigor.

Julie bit the bottom of her lip in bliss at the feel of Gwen’s hips grinding her snatch against hers, Gwen had the same face as she laid back while they continued scissoring each other.

Meanwhile Ben pulled Kai up into a sitting position while he was still pumping in and out of her. Ben firmly placed his hands on her buttocks to increase grip and brace her for more intense thrusting, she lifted her legs up a bit more so she can lock them up around his lower back and Ben put more effort into his thrusts by slamming his hips harder into her.

“Oh oh oh ooooh Bennnn…!” Kai mewed placing her head beside his neck.

Gwen and Julie continued scissoring each other wildly and they even pulled each other closer to increase their rubbing friction. Both pelvises were grinding against one another smoothly with one moist fleshy vulva rubbing itself against the other, Gwen’s mouth was hung open as her body was contorted in warm intense pleasure and she looked over Ben sitting up with Kai in his lap rapidly bouncing up and down on his dick.

Everyone was nude and sweaty from all the love making, they made noises and thankfully Kevin was fast asleep at the wheel with Ship driving the designated point.

Ben gritted his teeth when he felt Kai’s fingernails dig into his back when her body started tensing up in convulsion.

“I’m cumming, Ben! I’m cumming!” Kai hollered feeling her snatch muscles clench and squirt nonstop causing to bounce frantically on Ben’s cock.

Ben gritted his teeth as he felt his body tense up and hips jerk wildly with oncoming orgasm. His time came as well. “Oh Kai!” Ben yelled out her name his hips thrust spastically with his member twitch and shoot off copious amounts spermy cream into her womb filling her up to the point some leaked out of her cunt. After a few more twitches and hip jerks he finally finished cumming inside her and collapsed laying on his back with her on top. With a plop his now soft member fell out of her hole letting white cream dribble out little by little.

The night was not over yet as Julie and Gwen ceased their scissoring sex position and looked over to the two, they looked at each other nodded.

Ben looked up when he noticed something felt different, his eyes widened to the size of saucers when he saw Kai standing on her knees over Julie’s face. She lowered cum filled snatch to Julie’s mouth and the Japanese girl opened her mouth to lick and kiss along the tan vulva, she moved her tongue to dive inside the cream filled fleshy cavern and suck out and swallow Ben’s essence from there.

Ben could feel himself getting hard again little by little as he witnessed more cum dripping from Kai’s tan pussy and into Julie’s hungry mouth, hearing more swallowing sounds and seeing more tongue lapping action with Julie’s mouth.

Ben was beyond words as he was stunned to say anything, that is until he felt a warm fleshy sensation on his manhood. He turned to look over at Gwen with messy hair and sweat covered face inserting Ben into herself in a reverse cowgirl position where he could see her cute butt.

“Night’s not over yet, sweetie.” Gwen said in a sexy voice as she started shifting her hips back and forth taking his cock for a ride inside her cunt.

Ben’s face looked flushed and his member felt both exhilarated and somewhat pained, he at least needed a couple of minutes to rest before going another round, but having to go at it three times in a row was indeed a challenge to say the least.

Gwen’s hips continued rocking back and forth on Ben’s member and after a few more minutes of this she began bouncing on it rapidly.

He can feel himself coming ever closer to his third climax of the evening, he found it surprising that he had that much stamina and endurance in the first place.

Over and over again he felt the smooth wet flesh slapping sounds of his cousin’s slightly pubic pussy continuously insert him into herself. It was pleasure on two different levels for him, one being that this is the girl he’s loved for five years and another being that she’s very tight down there regardless of how many times they went at it.

Ben could feel himself coming closer and closer until there was now a new sensation, he saw Julie get up from eating out Kai walking over to him and kneeled down over his face. Her smooth wet vulva literally centimeters from his lips pressing itself against now open mouth, it was clear what she wanted and he was happy to oblige her before he could release his load again.

Julie grinded her hips against his face smoothly and slowly while Gwen bounced wildly on his cock with vigor, Kai was laid on the floor exhausted and satisfied with both her orgasms from Ben screwing her and Julie eating her out. She was spent, but they weren’t yet.

Ben lapped at Julie’s cunt vigorously before he could explode and Julie was taking it to the point of moaning his name out loudly and gripping his head with her thighs closing tighter.

After a few more minutes of this Ben’s hips thrust upwards wildly with him coming to orgasm a third time tonight, Julie approached her orgasm and clenched her inner thighs tighter around his head, and Gwen arched her back and undulated her hips erratically as all three came to climax.

Ben was glad Kevin was a heavy sleeper or that Ship was suppressing sounds from reaching the driver’s area since each female teen cried out one name in orgasmic nirvana as they came with him. Ben could taste Julie’s vaginal juices and Gwen could feel her womb being flooded by surprising amounts of his Semen while coating Ben’s rod with her own juices at the same time.

Then they all finally collapsed in satisfied exhaustion, all three girls had smiles on their faces and curled up next to Ben for awhile. Nearly an hour later they all had to get up and re-clothe themselves before Kevin could wake up and notice anything.

Both Gwen and Julie went to their respective bunk beds to sleep and Ben stayed up a bit laying on the couch seat with Kai’s lap as his pillow.

Despite being in a lust filled haze Kai remembered everything she underwent and experienced just now crystal clearly and looked down at him and smiled.

“Is it too late to apologize, Ben?” She asked craning her head to touch his.

“I think I already accepted your ‘apology’ today, Kai. Welcome aboard, but I think it may take Gwen awhile to like you.” Ben said.

“I’m glad you took my ‘apology’ and I hope you felt great after shooting a lot of ‘forgiveness’ into me.” Kai chuckled. “I came off as a bitch to you that day five years ago, didn’t I?”

“Well I had a crush on you and you wanted to stick a collar on me and housetrain me. Alien form of course, but that’s in the past now. Things change and quite a lot too.” Ben said putting emphasis on the last part considering the recent turn of evens his life has taken.

“I’m sorry about that, but I changed too, Ben.” Kai said pressing her lips to his.

“Yeah I guess you have, heh.” Ben said kissing her back softly.

Meanwhile several hours later….

At a random camping site somewhere three abnormal looking circus performers that went criminal were terrorizing the camping site and trying to pillage it.

They were the ‘Circus Freaks’, two were male and one female, there was the ringleader with corroded mouth that can disperse toxic acidic gases. He was labeled ‘Acid Breath’. The big one was the muscle of the group, he was large, dim and had giant thumbnail on his forehead. He was called Thumb skull .The last one was the only female of the group, she had long hair in tentacle like tendrils that act as constrictors and whips to her enemies. Doubly named ‘Frightwig’.

“Come on this place is crawling with goods we can take, we need food after all.” Acid Breath stated ripping apart a duffle bag of a camper’s belongings. The campsite has been abandoned by the people since the trio came into the picture, but that didn’t mean the authorities nearby were gonna stand by and let them do what they want.

“This is pathetic, we’re ransacking a campsite for crying out loud. Whatever happened to robbing Banks or just going to work for another circus?” Frightwig asked. She had cute feminine face despite how other team mates looked, it was simply her body long hair that looked abnormal to everyone.

“Have you tried robbing a bank? Doesn’t go so well when cops surround the place and shoot you, even tellers carry shotguns under those desks, ya know. Circuses won’t even take us, because we don’t exactly look kid friendly. Besides I prefer picking easy targets like these places anyway.” Acid Breath said while Fright wig sighed.

“This is my life.” She muttered under her breath as her team mates kept ripping apart luggage and tents.

“We better hurry of the cops will show up.” Thumbskull said eating potato chips from one of the food stuff luggage bags he tore open.

“Oh I know something a little better than cops; us.” A voice said and the trio looked around to see Ben, Gwen, and Kevin facing them.

“Who the hell are they?” Acid breath asked readying to fight.

“The guys that are about to beat you down.” Kevin said touching rocky ground to armor up while Gwen ignited her powers.

Before Ben activated his Omnitrix he looked over at Frightwig and smirked. ‘Frightwig, huh. Well I made it with one villainess so far….’ He thought getting an idea
Chapter Nine: Timeless lust (Part Three)

By Auumaan

Two questions popped into the mind of Frightwig, real name unknown, as she stood facing a trio of teens she hadn’t seen before yet felt they were familiar somehow. One questioning thought was: Who in the hell were they? The other was: Is it me or does it seem like déjà vu? Those were her thoughts when her two knuckleheaded cohorts charged straight for them. Sighing to herself she joined the battle letting her lengthy hair whips flail wildly ready for battle.

Kevin had his rocky ground armor on and ready when Thumbskull charged like a bull at him, smirking when the brutish circus performer came near Kevin intercepted his charge by dodging his head butt and punching him in the stomach.

“Oompf!” Thumbskull really felt the stone hand’s damage, but Kevin wasn’t done yet when he felt rocky arms put him in a headlock.

“I’ve learned plenty of things from watching Friday night wrestling, big guy.” He said before using his strength to lock his arms around his torso and lift him up over himself. “Smackdown!”

With great force Kevin performed a suplex on Thumbs skull resulting in small crater in the ground. The mutated brute got back up and continued to engage Kevin in a burly brawl of punches.

Meanwhile the Circus Freak, as they were designated, known as ‘Acid Breath’ was in battle with Gwen. He spewed out a bursts of acidic corroding liquid from his disgusting mouth at Gwen who shielded herself with a pink energy barrier.

“What the heck do you think are? A Green lantern?” Acid Breath said inhaling deeply then spewing out poisonous gas at her next, but was stopped by Gwen when she shut his mouth literally with an energy shackle.

“Nope, Green lanterns are Green, this is all just me, ugly.” Gwen said pulling her arms up taking Acid Breath for a rough ride in the energy shackle he was bound to. She slammed him into a tree trunk and back to the floor and up again to throw him at Thumbskull while he was distracted fighting Kevin.

With a thick collision one circus freak slammed into another and they tumbled to the ground at the same time.

All the while a green flash of light from the omnitrix revealed Bigchill in Ben’s place. The frosty phantom spread his four wings out and elevated himself above the ground a few feet.

“What in the heck? That’s just like the Omnitrix!” Frightwig stated in a somewhat panicked tone when she whirled her head back and lashed her five extended whip-like hair tendrils at Bigchill.

He flapped his wings and avoided the attack in mid-air and saw another attack coming from his left side, he dodged it again with ease causing her to get slightly frustrated.

“You’ll have to do better than that, curly sue.” Big chill said in his wispy voice before he unexpectedly got his legs and arms ensnared by her tendrils. Each arm and leg had one of her tentacle like hair lengths wrapped around it, Bigchill could say he was impressed, but not worried.

“How’s that for better?” She said smirking and whipping back her free hair tendril back to lash down on him.

Her metal tipped hair whip came down blurring fast, but the only sound that resulted was the cracking sound of hitting the ground.

“Huh?” She blinked in stupor when she noticed her hair whips were holding on to nothing and her attack just hit air. “Where did you go? This is just like that freaky grey ghost from awhile ago at the school.” She said to herself with slight fear remembering how much brutality the said alien from dished out.

“In front of you.” A wispy voice said and she looked in front of her to see the blue phantasmal form of Bigchill arise from below the ground in a ghostly state. “Do yourself a favor: quit the super villainy shtick already. You’re only hurting yourself and getting nothing from it, you know.” Bigchill suggested somewhat mockingly as he rematerialized with his arms crossed.

‘In fact, why doesn’t she? Charmcaster was the same, wasn’t she? She was doing the whole super villainess thing and became miserable for it. Maybe this one is too, it’s not like she can possibly enjoy pillaging a campsite with tweedle dee and tweedle dumb over there. Maybe…’ Bigchill thought before snapping out of his thoughts to see more whiplash strikes from Frightwig’s hair tendrils.

On quick reflex Bigchill became intangible again to have the attacks phase through him harmlessly.

“Tired yet?” Bigchill said receiving a glare from the girl.

Bigchill briefly glanced behind him to see Gwen and Kevin finishing up with the other two with Kevin morphing his hands into big stone fists to punch Thumbskull a few feet back. Gwen was throwing energy shots at Acid breath causing him to land against a tree.

‘They got it covered.’ Bigchill thought before looking back at a tired looking Frightwig. “You know you don’t have to be this way.”

“Says you.” She said whirling her head back to ready all five hair tendrils for another futile attack.

Bigchill sighed and inhaled, with a great exhale he blew an icy blast of freezing energy along the ground beneath her feet.

An icy frost covered the ground beneath her causing Frightwig to lose balance and slip. “W-woah!” Frightwig fell on her back and soon found herself sliding downwards along the slope of the hill which lead to a freefall of twenty into a deeper part of the woods.

“O-oops.” Bigchill didn’t notice the hill was a very steep downhill slope which led to a deep pitfall of certain pain or death.

“H-heeeyyyy!” Frightwig was uncontrollably slipping down the hill at high speed and she couldn’t get herself out of the momentum.

“Better get this!” Bigchill flapped his wings and flew fast in an attempt to catch the now freefalling circus performer.

Bigchill went intangible once again and dove through the ground in his ghost form to make a shortcut.

Frightwig was in a freefall now with the spacious other part of the forest twenty or so feet below for a deadly landing, but out of the hillside Bigchill came out and scooped her up in his arms.

He barely made it in time to brace for a crash landing in some of the taller trees of the forest that now met him. His wings covered himself and Frightwig up in time to shield them against the dive through jagged branches and tree trunks.

Gwen and Kevin barely made it to Ben’s battle ground when they noticed the two were gone and what happened.

“BEN!” Gwen called out in futility when she noticed her cousin in his alien form rescue the circus girl.

“We need to get down there now!” She said looking at Kevin who nodded. They had beaten the other two circus freaks, but when this caught them by surprise the two semi-human villains took the opportunity to run.

“What about Frightwig? Are we ditching her?” Thumbskull asked dimly.

“Forget about her for right now, we need to get out here while those two are distracted. We’ll go down there ourselves to see if she’s alive or not, but later!” Acid breath said braking into a run with his cohort.

Gwen looked between the RV and down at the area where Ben landed, torn between deciding what to do before Kevin snapped her out of it.

“Gwen relax already, alright. You go down and check on him, I’ll look after the RV while you’re gone.” Kevin said reassuringly. Gwen nodded her thanks and stepped into the space of the hillside in which they fall off and made a couple of mana panels for her to step on.

“Thanks, Kevin. Just wait here with the RV then, if we move to detour to Ben’s location we might lose valuable time in catching up to Vilgax.” She said back to him, Kevin nodded and Gwen added “Whatever you do don’t alarm Julie when she asks about Ben.”

“C’mon, I’m a paragon of subtlety, Gwen.” Kevin said shrugging his shoulders, but Gwen gave a flat ‘are you serious?’ kind of expression to him.

“Uh point taken, just make it back quickly. Squidface is too far ahead of us.” Kevin said as Gwen continued marching on mana panels two at a time in elevation to get to Ben’s location.

Where Ben was at…

Laying on his back with wings and arms sprawled was Bigchill, a few feet from him was Frightwig laying face down with her ‘hair’ sprawled over her head, both were fine if not unconscious for the moment.

“Ooohh, note to self: don’t create icy floors near steep hills.” Bigchill said to himself groggily as he got up and with a green flash changed back into Ben. He rubbed his shoulders sorely and approached the downed Frightwig carefully incase she reflexively decides to choke him with her hair.

“Ooowww.” She moaned and flipped over so Ben could see her face clearly as well as her left ankle looking slightly disjointed. When she opened her eyes and glanced at him she immediately went into battle mode and attempted to stand up, but without knowing about her ankle she yelped in pain and stumbled.

Ben dashed in front of her to catch her before she fell again, Frightwig was now in his arms literally and there was a bit of an awkward moment of silence between them. At least until Ben spoke.

“So wh- ACK!” Ben was cut off when she wrapped one of her tendrils around his abdomen and she was squeezing it pretty hard.

“Okay I want to know two things: Who the hell are you and why do you have that little green alien watch that ‘kid’ uses?” She asked staring him down and waiting for an answer, but Ben was having trouble speaking since she was technically strangling him by his stomach. The pain was the distracting part, not the fact that Ben was also actually getting a good view of her chest.

Seeing that he couldn’t answer she sighed and loosened her hold on his torso, she didn’t notice and didn’t consider it important that she was still in his arms being held as if it were a cheesy romantic pose.

“I’ve loosened my grip, now talk.” She demanded. Ben simply stared at her with a flat expression, he was a little peeved that she constricted him after saving her life, so he let his hands go.

“Uuhmpf!” She fell on her butt softly when he let go of her, though her hair tendril’s hold was still firmly around his chest Ben crossed his arms and looked annoyed.

“I guess that’s how you say ‘You’re welcome’ in the thieving circus crew trio. I just saved your life, the least you can do is stop trying to kill me for five minutes.” Ben said and she looked back at him with the same kind of expression he wore.

“You’re the idiot that made me fall off the cliff in the first place!” Frightwig said pointing a finger at him, Ben was about to speak but closed his mouth as he was mentally admitting she was right about that part.

A sudden sharp twinge of pain shot through Frightwig when she touched her ankle.

Ben crouched down to check on it much to her surprise, he learned from his grandfather some survival skills in the wilderness as well as some medical tips when it comes to limbs, it was mostly for his own sake considering the career he was in, but right now it would be to help this incredibly ungrateful enemy that recently suffocated him.

‘Something must be wrong with me, sigh, it’s not like I can leave an injured whatever-she-is in the wilderness. Speaking of that, is she another alien hybrid or full alien herself, because I can’t imagine those things on her head are fake.’ Ben thought before massaging the part where her ankle meets her knee area.

Frightwig remained calm as he did this, part of her was still struggling to understand the identity of this ‘super hero’ and another was trying to comprehend why he was helping her so generously despite intensity between them.

“Well it’s just sprained, the muscle must have twisted on the way down here. You’ll be fine.” Ben said reassuring her, but she crossed her arms and huffed.

Ben’s eyes slanted and he sighed taking a seating spot against the tree trunk right across from her.

After a what felt like an eternity but in actuality was only a couple of minutes one of them finally decided to speak. “So….are you gonna answer me already?” Frightwig looking to the side when asking.

“About who I am? I’m not so sure I can tell you that, tentacles.” Ben said causing her to bristle up when he said that name.

“Jerk.” She said crossing her arms again.

“Well you’re just a big gleam of sunshine, aren’t ya?” Ben commented and Frightwig raised her hair tendrils up threateningly.

“Why are you still here anyway? Shouldn’t you be off doing more goody goody things?” She asked tensely as the uncomfortable feeling of being near someone she wanted to pummel was getting to her.

“I could be, but I’m not risking flying you back up there if you’re going to try and strangle me again. So I’m waiting until one of my friends arrive first, besides your ankle has to get better before anything else.” Ben said looking to side at the view of the deeper parts of the forest.

Frightwig blinked twice in stupefied silence, she hadn’t yet encountered anyone this considerate before, not even her teammates were like that. With them it was a type of group where you had to depend on your own strength and capabilities not each other to back you up.

“T-thanks?” She said awkwardly. Ben looked her way and winked smiling. She didn’t blush or anything, she simply cocked an eyebrow and mentally muttered ‘dork’ in her head.

Before more awkward silence could happen Frightwig thought she should get her answer and sate her curiosity already. “So What’s your relation to the Tennyson kid? You his big brother or something?” She asked.

“No I wouldn’t say that, I don’t think I should tell you either anyway. Classified information, cutie.” Ben said grinning goofily as Frightwig’s right eyebrow was twitching in annoyance.”Tch, fine.” She said pouting.

“Now lemme ask you something: Why do you go as low as to rob campsites and work for lowbrow super villains like Zombozo?” Ben said removing his green jacket from being too hot.

She looked at him from the corner of her eye and mulled over whether or not to answer anything at all, but then she figured ‘why not’ and turned to look at him.

“It’s not as if I have much of a choice, I mean look at me, does it look like I could live a regular life? I take what I can get, even if the bad breathed idiot of our group decides ridiculous ideas like robbing a campsite. Working with Zombozo was much simpler since we had a place to stay, but that changed when he got too big for his hat and decided to act like a Saturday morning cartoon villain. Though I didn’t expect some ten year old with super powers to get mixed up in it and shut him down.” Frightwig finished with a displeased look on her face at remembering that time.

Ben looked tersely at her before saying his piece. “Look you can do better than that anyway, you shouldn’t have to these kinds of things just to get your next meal.”

She looked surprised when he gave supportive input as he knew more than he did. She didn’t answer and waited for him continue.

“I mean with your powers and agility you could be in the plumbers, they employ kinds of aliens and non-aliens there, you know. I mean it’s not like you want to keep this ‘booming’ career of yours going, do you?” Ben said letting his words sink in. She opened her mouth to talk, but no words came out. She was speechless.

‘I never actually considered that, did I? I’ve only been doing what they wanted just to get by, but now that he mentions it, joining that alien agency group might sound like an easy to make some money and not look pathetic like I do now. After all, I did have some family in that organization before the circus thing…hmmmm.’ She thought looking to the side in thought until she looked directly at him next. “What’s your angle?”

“Hm?”

“I mean it, why are you helping me and trying to give me career advice? You have to want something.” She said suspiciously. Ben’s head slanted to the side and he sighed.

‘Might as well tell her then, if my crazy idea works then everybody wins, right? If she decides not to hang out with her circus crime buddies anymore then I could take her with me back to my time and lower the Forever King’s forces. She can also end this villain’s life of mediocrity and be happy for a change, plus she’s cute. Well here we go.’ Ben thought standing up and revealing his Omnitrix to her.

“I’m just trying to help you, to be honest. Let’s face it, you’re not going anywhere different with your life in the near future. You know how I know?” Ben said looking straight at her. “Because as crazy as it sounds: I’m Ben Tennyson, from the future of five years later.”

Frightwig was simply stupefied and unable to say a word, Ben half expected her to laugh at the last part of the sentence, but she had to give him the benefit of the doubt. She knew full well there were plenty of unexplained supernatural phenomenon in the world such as Zombozo’s creepy powers and a ten year old turning into aliens. This guy had a completely similar wristwatch on his arm and he looked exactly like the kid if he were older, she had to believe him now at least.

“Well…that clears up who you are, but what do you want from me? Why try to give me this opportunity? If you are really that kid from the future then aren’t you my enemy?” Frightwig asked looking confused. She honestly didn’t expect someone so bratty in her opinion to grow up looking dashing, or simply her average in her own words. ‘Did I just think this kid was good looking? I must be delirious from the fall. He does seem nice though..’

Ben walked over and knelt down in front of her, she was surprised that he did this an that she wasn’t reflexively attacking him, but what she was more surprised was what he did next.

Ben leaned in to place his lips along hers dark lipstick covered ones causing both extreme alarm and a strange good feeling within her.

‘What in the world?’ She thought when she was subconsciously raising her hands up to place them on Ben’s head, she didn’t know why she was doing this, in fact she didn’t how this boy planted a kiss on her that she is still letting continue. ‘This is…new…my body or my loins…in this case…feel warm and fuzzy…something is definitely different about this kid. I think I might like this.’ she thought as the charm effect went full circle and her eye pupils exhibited a pink glow within bedroom eyes.

Ben let go of her lips and now looked at the flushed sultry face of Frightwig. “I don’t think you want to be enemy, in fact I don’t think you want this kind of life for yourself in this place. I’m trying to help because it’s just who I am, plus I think you’re good looking too.” He said in his usual light hearted voice.

Frightwig was honestly confused about what she wanted, but the bizarre feeling of pleasure surging within herself made her body decide for her. Her hands went to her chest and pulled down her tight leather shirt to reveal her bust to Ben.

“You did something, but…but I like it, this feeling is making me do this, right?” She asked displaying her B-cup size breasts to teen.

“You don’t have to if-” Ben was cut off when she grabbed his face to delve into another deep kiss, but this time she dove her tongue inside and got a taste of his mouth.

Looks like he got his answer. She pulled off and answered: “I want in, on joining the Plumbers. Believe it or not I had family in that organization, but I made screw ups along the way. Whatever it is you’re in on I want to join, especially if it means getting out of ‘this’.” She said in all honesty as well as the charm effect giving her more drive. Ben believed her and found it surprising that she was distantly connected to the Plumbers, it would explain the human-alien looks and abilities, but how did she end up working in the circuse with Zombozo? Ben shrugged it off, he didn’t know why he had wanted to help her, maybe he thought seeing such a pretty face in such a ruined lifestyle made him sympathetic. Either way the charm effect was on full power and it showed that when Frightwigs hair tendrils wrapped around his back softly to pull him closer so that he was mouth to mouth with her again.

Closing his eyes and receding into the tongue probing kiss Ben brought his hands up to her breasts and grabbed them so he could fondle while making out.

They had been doing this for several minutes all the while Gwen was unknowingly standing next to a tree nearby watching them. Her face was slightly red from embarassment that Ben is now doing it with another one of their villains and also because the charm effect chain was affecting since she started viewing.

‘Well looks the RV is gonna be cramped later, I hope Ship can morph to bigger sizes, if not then Ben is going to have to keep it in his pants for a while.’ Gwen thought taking a seat beside the tree trunk without them knowing she was there. She begun feeling the effect and slid one of her hands down into her tight jeans to rub underneath the fabric of her panties. Her hand was strongly yet smoothly rubbing her moistening vulva causing her to hum in rising pleasure, while she was doing this Ben pulled from the kiss to ask her a question.

“Frightwig isn’t really your name, is it? I was wondering about that for awhile now.” He said pinching her right nipple and squeezing her other breast.

Biting her lip she answered looking directly at him. “My real name is Melissa. Melissa Irons.”

Ben blinked, he didn’t expect her to have such a normal name, his own last name was unusual, especially since it matched perfectly as to having ten aliens to begin with and his name being Ben. Ben, Tennyson, Ten aliens, he figured it was something strange in that, but didn’t care too much.

“That’s a pretty name.” He said causing a faint blush to appear on her cheeks until he added: “I always kind of thought your name was Medusa or something.”

She blinked an eye in annoyance and used one of her hair tendrils to smack his rear hard. Smack.

“Yeow! Okay sorry.” Ben gritted his teeth in stinging pain, he was just now spanked and it didn’t feel as good as he was led to believe. Frightwig silenced him with another kiss and placed her hands on his still clothed crotch area, she lightly grabbed and rubbed in circles causing him to moan in her mouth.

Ben was feeling better with her womanly hands massaging his crotch area and her tendrils binding him closer to her own body, he had learned from Helen that alien girls having a tail can come in very handy, maybe hair tentacles could too.

‘There won’t be much time until Vilgax gets to the campsite as well as her buddies to come looking for her, that’s assuming they even care about her, I better hurry this up.’ Ben thought pulling from the kiss again and standing up slowly pulling her with him. She tried not to stand on her bad ankle, but thankfully she didn’t have to when Ben pulled her up and pressed his body against hers since they were leaning against a tree.

“I don’t mean to rush or anything, but I am kind of in hurry. Let’s skip the foreplay and go straight to the main course, shall we?” He said cupping her face in his hand, she smiled a naughty smile as she got an idea.

“I’ve been waiting for you to say that, if you want to get inside then go through the ‘back door’.” She said and Ben understood her euphemism immediately and grinned. He picked her up slightly and turned around so that her chest was brushing up against the tree trunk and her ass stuck out for him.

Ben placed his hands at the hem of her leather pants and pulled them down to her ankles, his jaw dropped when he saw that she doesn’t wear panties. Her snatch and butt cheeks were in plain sight and he marveled at the round curvy shape of her supple buttocks, apparently all of her skin was pale. He wasted no time and unzipped his jeans, dug into his boxers and brought out his erect penis so he could position the tip between her buttcheeks. He spread them apart to see her anus in plain sight, he remembered how he did it with Helen and the process became that much easier, Frightwig bit her lip in anticipation and soon opened it in pain and after a few more seconds she had her mouth open in exhilarated pleasure.

Ben’s hips were slapping against her buttocks as his member continuously penetrated her ‘back door’ in repetition, he felt the moist different suction of her rear cavern and it started out really tight, it must’ve been difficult for her as well though she is enjoying it now.

“Hhhoooooaaaa.” She moaned loudly as Ben kept pounding her ass with his manhood, again and again the rod of flesh drilled her second pucker hole. Her hands were clenching against the side of the tree trunk as whatever was left of the initial pain was fading gradually, the feeling of his meat rod repeatedly invading her felt better than she believed, but feeling devilish she got an idea. One of her hair tendrils moved to her exposed wet pussy and the ball tip pressed against then began rubbing it in rotation.

She was now masturbating herself with one of her tendrils while Ben was shoving his meat into her anus, it wouldn’t be long until she would scream her orgasm.

Gwen, who was nearby without their notice, was still watching it all and at the same time sliding two of her left fingers inside her snatch in accordance with their lovemaking.

After five minutes of more anal intercourse Ben’s thrusts became more powerful and faster as her tendril continued rubbing her clitoris causing her to moan out loud in climax.

Ben thrusted one last time before depositing a gushing amount of his creamy essence into her anus, his hips kept jerking a few more times with more spurts with each thrust until both of them ceased convulsing in orgasm.

Panting and satisfied the two were about to break apart until they heard another moan and turned their heads to see Gwen nearby leaning against a tree with her pants around her ankles with her fingers constantly diving into womanhood. Her head was tilted back as she moaned loudly in orgasm with her hips twitching several times. Her climax came when she continued to watch them and get herself off at the same time.

Ben was feeling himself slowly getting hard again despite just blowing his load a moment ago, there was never a time where his beautiful lover of a cousin failed to arouse him, he looked between Frightwig and at Gwen and got an idea.

“Enjoy the show, Gwen?” Ben asked the slightly panting Gwen. Frightwig blinked twice realizing this must’ve been little redhead she somewhat detested grown up, whatever negative feelings she had with her was slowly being overridden by the resurgence of the charm effect, her eyes lit up with pink again.

“Care to join us?” Ben offered his heated cousin, she smiled and nodded. Walking over to them after pulling the rest of her pants down Gwen took his lips into hers to engage in another lip locking kiss.

Frightwig was looking back at them in arousal while Ben was still technically inside her, getting a wicked idea she let one of her hair tendrils slither over to Gwen’s bottomless area and placed one of them along her glistening snatch.

“Huh, that’s innovat- ooohhh…” Gwen trailed off when Frightwig’s hair tendril began massaging her teen womanhood in swirls the same way Frightwig did herself. Pulling himself out of her Ben grabbed the circus girl by the shoulder and pulled her to him for another tongue lapping kiss while she masturbated Gwen. This continued for a couple of more minutes until all three decided to hurry it up and finish as they entered into a sexual position where Frightwig laid against a tree trunk with Gwen leaning her body against hers with her back feeling her breasts while Ben lifted the redhead’s left leg up over his shoulder so he could position his hardened member against her moist snatch.

While he was preparing to insert himself into his cousin, Frightwig decided to use two of her hair tendrils to smoothly wrap around Gwen’s torso, one to massage her own womanhood and another to rub between Gwen’s butt cheeks. Her last hair tendril remained where it was and overtaken by lust she started kissing along Gwen’s neck and then up to her lips to engage in a steamy French kiss. She sucked on her tongue and vice versa then Gwen felt the familiar yet overwhelming sensation of Ben’s cock sliding itself into her, she moaned into Frightwig’s mouth while she was still tasting it.

‘Maybe I should consider digitally recording all these ‘get-togethers’, never know when it will set the mood with me and any of the girls later.’ Ben said taking in the sensation of Gwen’s wet fleshy passage taking in his rock hard tool.

Wet flesh slapping sounds could be heard as the boy continued his thrusts as he repeatedly penetrated the redheaded beauty that was making out with the mutant circus woman.

Again and again his hips thrust back and forth against the hips of the redheaded magical teen, Ben grit his teeth as the pleasure build up was becoming too much and then his thrusts became faster causing the two females to break from their make out so Gwen can moan loudly.

Oh how he loved her, he didn’t know what to think of Frightwig or Melissa in this case, he figured this would be the only time she would do this with him and when he takes her to the future she would restart her life. Whether she wanted to be in on Ben and his girls was her choice, he wasn’t going to force her, charm or no charm.

Yelling her name loudly Ben tilted his head back and his hips ceased thrusting, Gwen smiled in climax as she felt him fill her up once again with copious amounts of cum to the point where it would gush a little out of her opening.

After the final hip jerk and cumshot came to pass, Ben leaned to kiss his fiery lover deeply, but Frightwig wanted some too and gently removed him from Gwen’s lips and onto hers. What a day this was turning out to be.

Within several minutes they all got re-dressed and Gwen created an elevating mana panel for all three to stand on as she took them back up to the mountain area where Kevin, Julie, and Kai were waiting.

After seeing Frightwig Kevin went into attack mode, but Gwen stopped him and Ben explained her presence there. Still shifty eyed about the pale circus girl with tentacles for hair, Ben finally convinced him to give her a chance.

Kevin reluctantly agreed and they decided to waste no more time and drove off to their destination.

Kevin was one thing, the awkwardness between Melissa and the girls was another.

“So, what’s the deal with those things? Are they alive or some kind of weapon?” Kai asked tilting her glasses to get a better view of Frightwig sitting with them around the table.

Cocking her eyebrow she sighed and answered honestly. “I’m part alien, these things are part of me in the same way a animal has a tail. They’re just there.” She answered making Kai feel awkward now. “I don’t know my alien race, but I do know that I can control them just fine. What about those weird bracelets you have? More alien tech?” She said trying to relate to them if she was going to stay with this group for the time being.

Kai raised her forearms so that the bio-tech bracelets Ship inadvertently gave to her could be seen by all. “Sort of, I haven’t got them to do anything yet, but I’m waiting for the right moment when they actually do something.” She answered looking at each of them.

“So your real name is Melissa? That’s a pretty name.” Julie said awkwardly trying to get the conversation going.

“You wouldn’t believe what green boy thought it was, he assumed I was named Medusa.” Frightwig said smirking and earning a laugh from both girls.

“I’m not surprised at that, Ben has a certain ‘imagination’ about things. Probably from reading too many comic books.” Julie said smiling. Frightwig nodded and grinned, she could get used to this, but it will take a lot of getting used to.

“He’s a sweet guy, but I wanted to whip him for that remark.” Frightwig added leaving out the part where she spanked him.

So the girls continued getting to know each other through conversion while Ben was laying on one of the beds in the back with Gwen sitting next to him.

They were both looking at the girls getting along well and Gwen looked back to him.

“This will take a lot of getting used to, we should probably get her a change of clothes too while we’re at it.” She commented patting his chest lightly.

“Yeah, she does bring a different theme into it all, but she’s had it hard too, and I just…wanted to help. I mean if Charmcaster was like then I figured she was too, besides if she has had relatives in the Plumbers then that proves there might be good in her.” Ben explained.

“Yeah, I guess you’re right at that, but I wonder if she’ll just sign up and say goodbye once we get back to the future or decide to stay with you.”

Ben shrugged. “That’s her choice, I mean if this charm is still out of my control then I can at least take care of how many girlfriends I bring into this ‘harem’. I still can’t get comfortable saying that.” He said leaning up.

Gwen kissed him on the cheek reassuringly. “You’ll be a great provider, Ben. Besides working in the Plumbers sounds like a sure deal for me, you, or Kevin. I heard they pay great and we do what we always do on a daily basis there.” Gwen said smiling.

Ben put a finger to his chin in thought and nodded in agreement. “That does sound like a sweet idea, but for right now let’s focus on finding Vilgax, kicking his green butt, and getting back home.” He said getting up from the bed with Gwen behind him.

“Wait, Ben. I just thought of something.” Gwen said stopping him.

“Hm? What?” He asked.

“Since we’re in this time and you’re supposedly trying to reduce the Forever King’s forces when you brought Frightwig into this, what about Charmcaster of this time? Have you noticed the difference between her now and the one in the future?” She questioned.

“Yeah now that I think about it, she’s much skinnier and a little shorter, plus her eyes aren’t pink anymore either.”

Gwen nodded. “Before the whole trip to Navajo Valley, she and I have been doing some talking and I learned about the ‘magic poisoning’ she had back then. It’s why her eyes were pink, but also she had to cure it and it didn’t work out so well for her.” She explained greatly catching Ben’s interest.

“So that’s why she’s petite and skinny now? I just thought it was something else, what happened?”

“She told me her uncle was the one to rid her of Magical poisoning, only he didn’t do a very good job or even tried to. The excess magic build up was purged from her, but it left greatly weakened both physically and magically. It’s also another reason she hates her uncle.” She finished letting all of it sink in.

“Wow…I didn’t know all that, it figures she would’ve grown hating everything even more. Did she say she wanted to look the same way again?” He asked.

“Well she did mention she missed her old look, it brought out the more womanly side to her as well as her maturity, she’s only like in her early twenties and she’s stuck looking like a small teenager for who knows how long.” She added sadly and then Ben got an idea.

“I think I know what we could do, but first let’s deal with Vilgax.” Ben said grinning and Gwen nodded.

Elsewhere…

“Gwen? Ben?” Grandpa Max asked bringing firewood to the apparently abandoned camp site. He expected his two ten year old grandchildren to be here when he got back. “Maybe they’re in the RV, or Ben might’ve went XLR8 and took Gwen to get some regular food. I really wish they would get into the kind of natural foods I enjoy. Better wait for them then.” Max said to himself as he set down some firewood by the patio chairs when a great shadow overcast him from behind.

Being the expert that he was he quickly barrel rolled out of the way and readied himself for battle.

“We meet again, Tennyson.” the all too menacing voice of Vilgax sounded when the green goliath stood across from him with his large sword out.

‘He looks different, maybe another body enhancement?’ Max thought taking in the sight of this ‘future’ Vilgax. “You look different, Vilgax. Did you get a make over while I was busy thinking you were gone for good?”

Vilgax didn’t bother to retort as he swung his sword up high and slashed down at the ground causing a rocks and debris to fly at Max.

The senior citizen quickly dodged out of the way and made an attempt to get to his RV and bring out some weaponry to fight, but Vilgax got in the way.

Jumping down in front of him and grabbing him by his shirt, Vilgax held up the old man and glared hatefully at him.

“Your little saviors aren’t here to rescue you this time, Tennyson. It’s pathetic to think I need two children out of the way just to finish off a feeble old Plumber. I’m going to enjoy ripping you apart.” Vilgax said when he didn’t notice Max held a concealed energy grenade and immediately he brought it up and shoved into Vilgax’s open mouth.

“You always did talk too much, squidy.” Max said raising his arms up to slider out of his shirt.

(Electrical explosion sounds) The grenade discharged causing a great energetic mini-explosion on Vilgax’s face.

Max stood before the cloud of smoke with suspicious eyes and was disappointed when the said alien warlord came out of it with only a few burns around his mouth.

“I’m far stronger than the other version of myself that resides in this time, Tennyson!” Vilgax yelled as he charged like an angry bull towards Max, until something else happened.

Out of the ground large vines began sprouting about beneath Vilgax ensnaring and haulting him in his tracks. They grew bigger and bigger until they bonded every limb, Vilgax looked to see a familiar alien form of the teen hero he hates the most out of all his enemies.

“Picking on Tennysons again, Vilgax? You never learn that it doesn’t end for you, big guy.” Swampfire said igniting his palms with fire.

Standing beside him was Kevin and Gwen, all ready for battle.

“Even in this time I can’t be rid of you.” Vilgax shot laser blasts out of his eyes and incinerated the vines around him. Bringing out his sword he stood ready for battle with the very same foes he fought before coming here. “Face me, Tennyson, so I can’t erase your future completely!” He said charging at them for battle.
Chapter Ten: Timeless Lust (Part Four)

By Auumaan

‘Here he comes!’ Swampfire thought in full alert as Vilgax was charging for them like a wild mammoth, Gwen activated her powers and Kevin quickly touched down on the ground to armor up when the squid faced alien raised his huge sword overhead.

Crashing sounds could be heard from far away and a small fissure was made in the ground when the weapon touched down after the three dodged the attack in time. Swampfire held out his hands and shot out a stream of flames on to Vilgax.

Raising one of his arms up in time for his shield gauntlet to activate, Vilgax repelled the firey blast entirely while being hit with multiple shots of mana energy from Gwen.

“You haven’t changed your tactics, boy. This is no different than our last battle.” Vilgax said turning around to see Kevin running towards him with enlarged rocky fists. A loud impact sound was made when Kevin smashed his stone fist against Vilgax’s right claw, Vilgax smirked and used his strength to start crushing Kevin’s hand through the stone.

Kevin gritted his teeth in pain but held it together.

“Pathetic use of tactics, Levin.” Vilgax said raising him up by his arm to glare face to face with Kevin.

“Actually I got you right where they want you.” Kevin said smirking at the glaring Vilgax. Suddenly behind him was Gwen holding a large energy sphere of Swampfire’s flames.

“Kevin now!”

Kevin brought his legs up to Vilgax’s torso and with all his strength kicked himself away from his grip.

“Coming right at ya!” Gwen said hurling the sphere like a baseball at the mildly surprised Vilgax.

It impacted causing a fiery miniature explosion that created a cloud of smoke.

Swampfire stood beside Gwen and Kevin surveying the smoke cloud, all three still battle ready, it would never look this easy to beat Vilgax.

From inside the Rustbucket2 Kai and Julie were looking on, Ben told them they needed to stay inside out of safety since Vilgax was a tremendous threat and they didn’t have any means to fight him. Frightwig felt compelled to join the fight and she would as she saw an opening to exploit, but after being easily defeated by both versions of Ben before she felt little confidence at the moment. That would soon change.

“Wow, they’re really tearing it up out there. I wish there was something we could do.” Julie said wishfully sitting next to Kai.

“I think they’ll be fine, but I…” Kai said then trailed off when she noticed her alien tech bracelets begin to glow bright blue, the circuitry lines that were visible on the surface were lighting up faintly, but this the first sign of activity she had witnessed since obtaining them.

‘What in the world?’ Kai thought in wonder as she felt some strange sensations surging through her wrists from the bracelets. Before she could look any longer another shockwave from outside shook the RV. Not wasting any time with being distracted Kai got up from the seat and rushed to exit the RV, Julie looked reluctant considering they might be more of a hindrance than help, but rushed out regardless.

“Maybe I can borrow something from Ben’s grandpa to use.” Julie said to herself as she stood behind Kai when she pulled open the door only to be greeted by a small gust of dusty wind, shielding her face with her forearms she persevered and walked out along with Julie.

Frightwig was the only one remaining in the Rustbucket 2, after a few seconds she slumped her shoulders and sighed. “Dammit…” She made her way to leave the RV as well.

Meanwhile outside…

“Oommph!” Kevin was thrown into a nearby tree causing to break in half, Gwen was using her shield against Vilgax’s energy beams while he was holding Swampfire by the head.

Max was nearby surveying the battle scene and with urgency he rushed to his own rustbucket to take out a standard issue plasma rifle, but his attention was caught when a teenage Japanese girl wearing a pink sweatshirt appeared behind him with words that pretty much surprised him. “Can I borrow one of those, please?”

Max blinked a few times and looked between her and the battle to wonder if she was a friend to this trio of heroes. “Uhh…”

“I’m with them, don’t worry, I’m here to help. I also had training with those by the way, so I know what I’m aiming at.” Julie said with a sweet smile. Immediately understanding, Max opened up a concealed compartment along the exterior of the RV and out came two smaller energy SMGs.

Julie nodded her appreciation and took them the submachine guns and ran to the where the battle was being fought.

“Heh, these kids are full of surprises.” Max said grasping his rifle with both hands and clicking it for preparation before he ran to the battle scene as well.

Back to Ben and crew…

Swampfire grabbed something off his shoulders and ripped them off, they were spikey shaped seedlings, he tossed them beneath Vilgax’s feet since he was too focused on breaching Gwen’s shield with his laser vision.

“I think you have a bit of an undergrowth going on, Vilgax.” Swampfire commented when Vilgax was too preoccupied with his attack to notice large vines growing from the ground below him where Ben threw the seeds. The green whips lashed around Vilgax’s whole body to wrap him around in a very constricting bind.

“Control over plant life, Tennyson? This is nothing more than insulting!” Vilgax barked when the vines begun binding his arms and distracted him from attacking Gwen, he smirked and turned his head downwards to aim his laser eye beams in small blasts at the restricting vines.

Chunks of burnt shreds of greenery fell off when he incinerated the vines and now he looked at Swampfire as his new target.

‘I’ll need a bruiser for this guy. Better go with Humongasaur.’ Swampfire thought bringing a hand to his chest symbol while Vilgax was running at him. With a green flash a giant reptilian alien with sand colored skin stood where Swampfire was a moment ago.

With a loud crunching sound Humongasaur’s right fist rammed into Vilgax’s face causing him to stumble backwards slightly .

“How’s that? Did that add a little injury to insult for ya?” Humongasaur said when Max and Julie came up beside him and aimed.

Humongasaur had to buy them some time so he decided to brawl a little more, he delivered another punch to Vilgax, but he caught it and countered with a head butt. Reeling from the pain Humongasaur used his other hand to grab the back of Vilgax’s head and bring it down to the dinosaur’s left knee. The two kept brawling and trading blows until Vilgax delivered a rather strong uppercut with his gauntlet arm. He knocked Humongasaur on his back temporarily and was about to jump down on him until he noticed Max Tennyson and Julie charging up their weapons for full blast.

“Say cheese, ugly.” Max said firing a blue burst of energy from his rifle the same time Julie unleashed an orange colored barrage of energy bullets from her pistols. The hale fire of shots made contact with Vilgax causing him to be thrown back a couple a feet into a now destroyed tree trunk.

“Aaggh! You insects!” Vilgax growled getting back to unleash a blast of more energy beams from his eyes until something else happened.

Wrapping around his face and covering his eyes shut was Frightwig’s Hair tendrils and Frightwig herself was on his back making sure his ability was unusable for as long as possible.

“Man am I glad you’re on board.” Humongasaur said grinning at her, she smiled back until she felt immense heat coming from Vilgax’s eyes once again.

Thinking on her feet she let two hair whips up at a time and used the metal ball tips to whiplash down on his eyes repeatedly, it would hurt him like getting hit with small bowling balls but it distracted him enough.

“Hurry!” Melissa called out when Gwen quickly came into view alongside Kevin and now Kai. Kai herself was still clenching her fists hoping her ‘alien bracelets’ to activate already and do something to help, but to no avail.

Ben got an idea and quickly he pressed his palm to his chest symbol again to transform, but this time he appeared as the rock armored alien known as ‘Chromastone’.

“Melissa let go before he burns you up! I’ve got an idea.” Chromastone called out to Frightwig, who then nodded then undid her constriction so she can leap off from Vilgax.

“Tennyson!” Vilgax was enraged and unleashed an intense large blast of the laser vision super power he stole from Ultimos at Chromastone.

With a bright red flash the attack made contact with the rocky alien, but without hurting him whatsoever. Vilgax knew about Ben’s newer aliens, but with his rage built up during this battle he failed to remember Chromastone’s abilities before angrily shooting at him. And boy it’s gonna cost him.

The blast’s bright result died down and Chromastone stood there unhurt and smirking, he held out his arms and unleashed an even greater blast of red-violet energy back at the alien warlord. Gwen used her powers to fire a blast of own mana energy as well, Max shot his plasma rifle at the same time Julie unleashed a barrage of energy shots. All attacks together combined came like a thunder force and collided with Vilgax causing a great shockwave of an explosion to course throughout the forest scenery.

“Wow, hardcore.” Kevin said removing his stone armor form and slumped panting.

“I’ll say, I could really use these. Can I take them with me back to the future?” Julie said asking Max next to her.

“Future?” Max asked cocking an eyebrow.

Chromastone, Gwen, and Kevin all walked a little closer to smoke cloud to see if Vilgax was at least knocked out, they knew even all this wouldn’t be able to put him down, he’s survived much worse and no doubt he was alive if not unconscious from that.

“Do you think that got him?” Kevin asked looking to the other two.

“Not if I know squid face like I think I do, he should at least be out cold from that.” Chromastone said until out of the smoke Vilgax’s arm came out and punched the rocky alien away a few feet.

Vilgax came out of the cloud of smoke very much alive and angry and he back fisted Kevin into the side of the Rustbucket which was seven feet away.

‘Even after all that!’ Gwen thought raising her arms up to fire another mana blast but Vilgax beat her to the punch when he grabbed her by the waist and slammed her into a tree. His grip was too strong to break free from and Gwen kept throwing energy shots at him until he squeezed a bit causing distracting pain so that she would stop attacking.

“Aaaghh! Let go, you walking puke stain!” Gwen said gritting her teeth as she struggled to break free.

“Gwen!” Chromastone got back up and ran towards them, but Vilgax held out his free claw hand warningly.

“Don’t come any closer, Tennyson! Back away or I start squeezing and your cousin gets snapped in half. It’s that easy.” Vilgax said holding the still struggling Gwen against the trunk, she was still in mild pain to concentrate enough to use her powers.

He was dead serious, when wasn’t he, actually. Ben knew that Vilgax won’t care when it comes to taking hostages, such as proven when he was younger and ol squid face destroyed his house then held his own dad hostage. He did the same with Gwen and grandpa before as well, but if he or Kevin or Max and anyone else made a move then Vilgax would kill her on the spot.

“That coward!” Kevin said nursing his abdomen with a hand as he got up from the tree he was slammed into. “Pretty low for you, Vilgeek!”

“I like to think of it as using one’s head in battle.” He retorted keeping his claw firmly on Gwen.

Chromastone grit his teeth in frustratoin as his mind was trying to figure out a way out of this, he knew he was never one to be true to his word and probably kill Gwen anyway. Max and Julie lowered their weapons, Frightwig remained where she was and so did Kai, but the Navajo girl was thinking of something.

‘Maybe someone can distract him…but how? Ben’s usually the type to get cocky and annoy any villain into attacking him, but I don’ think he’s up to it right now. Gwen’s in danger….she’s…! No, have to think. Maybe I can help another way then…I have been known to be a mean girl when it comes to dishing out burns, I might be crazy for doing this, but here goes!’ Kai thought sucking up her courage and walked next to Chromastone.

“So this is how ‘the fearsome Vilgax’ fights his enemies? Taking one hostage after getting his butt handed to him by a group of kids?” Kai began catching his attention, he looked over her way and glared hatefully. Ben told her that one thing Vilgax was full of was pride, he was already angry during this battle and getting him riled up enough to lose focus could work.

Kai continued. “It’s pathetic, I mean you lost time and again to a ten year old Ben back then and even now nothing changed, you’re still so laughably weak.” Kai said smiling. If there was one good thing she was good at it was insults, she was a bit of a mean girl alright, but she only mouthed off to people that deserved it in school. This guy definitely deserves it. “What’s the matter? Taking a wristwatch from a teenager too hard for you? I don’t know how you even got the whole ‘Conquerer of worlds’ title anyway.”

If Vilgax had nostrils he would be snorting like a bull, it wasn’t like him to get riled up by one person, but this whole he had been slowly losing his patience and clarity of thought. “Be quiet!”

Chromastone mouthed a ‘what are you doing?’ kind of expression. Kai simply whispered ‘Just trust me.’

Without her notice the circuitry on her bracelets started glow faintly once again. “How many worlds and other aliens have you beaten and conquered again? If you lost to the same enemy five years running then that’s pretty sad-” Kai was cut off when out of the blue Vilgax let go of Gwen and rushed at the trash talking teenager girl.

“Silence!” He landed in a stomping wave in front of her and raised his left fist high, before Chromastone and Kevin could intercept him his attack came fast and hard, except…

Electrocution sounds were made when suddenly Vilgax found himself ensnared in black and light blue tendrils that resembled something very familiar. Upgrade or Ship’s circuitry texture and the source of the electrocuting extensions was-

“Kai’s Bracelets! They’re doing something now!” Julie said in awe when she witnessed the Indian girl inadvertently attack Vilgax with cybernetic tendrils originating from her alien wristbands.

“Incredible!” Kai said in awe when she felt the feel of the bracelets becoming like a second pair of hands to her, she felt the control and decided to put more juice into them. “Here goes!” She concentrated hard and more surges of blue electricity surged through the ensnaring tentacles around Vilgax frying him some more while Kevin tended to Gwen who was grip-free and making sure she can breathe okay.

“Enough!” Vilgax was in an uproar and endured the voltage to stomp over to Kai, with little effort he broke free of the stranglehold of the surging tendrils and before Kai knew it she felt a great force collide into her knocking her against the wall of the Rustbucket.

“Ooah!” She felt like a brick wall just smashed into her, she fell to the ground but Vilgax came running towards her, the bracelets had retracted their extensions and then lit up in a light blue glow. Kai quickly raised her arms out in a means for the bracelets to do something else now, but-

“Not so fast!” Chromastone said tackling into Vilgax from the side to knock him off course instead of getting to her. Ben then delivered a one-two punch with his rocky fists to the alien’s face, but that didn’t stop from swinging his sword back at the purple stone alien.

The two duked it out with Vilgax having the advantage of size over Chromastone, but Ben was giving back as good as he got. Each punch delivered was one to hurt a lot, Kevin was picking Gwen up and taking her over the Max to see if she needed help, Max on the other hand opened a hidden compartment somewhere on the surface of the Rustbucket and retrieved something that resembled a grenade yet it was special somehow.

‘What Frightwig is doing here in the first place I haven’t the foggiest idea, but it looks like she’s here to help, I’ll need her and the assistance of other two girls if we’re gonna pull this off.’ Max thought before he called out Fright, Kai, and Julie over to him. While they made their way to him, Chromastone and Kevin were taking on Vilgax two-on-one and he was one tough customer.

Wherever Kevin smashed a rocky hammer shaped fist at him Vilgax would counter with an uppercut, but Chromastone came in with a heavy blast of his remaining absorbed energy. The blast hit him dead on and only made stumble back a few feet.

“Jeez this guy is tougher than he lets on.” Chromastone said when his attack ended. Kevin landed beside him and stood up.

“Yeah, well he wasn’t called ‘one of the greatest threats in the galaxy’ for nothing, ya know. We always had more backup to deal with him back in our time, but Gwen is recovering inside the Rustbucket and the girls…?” Kevin said looking in the direction of Max whispering to the Frightwig and the other two girls like they’re making a plan.

“Kevin watch out!” Chromastone called out when a strong laser eye blast came from Vilgax to an unsuspecting Kevin.

“Uungh!” He was blasted a few feet back and landed on his back de-powered. He wouldn’t be able to be back in the fight for another few minutes.

‘Crap! Kevin’s out and Vilgax is…here!’ Ben thought as the said villain stood towering over him and before he could react Vilgax grabbed him by the horn and slammed overhead into the ground with heavy force.

Still reeling from the pain and feeling too stunned to move, Chromastone attempted to get up only to have Vilgax stomp his right foot down on his chest keeping him there.

“That’s where you belong, Tennyson. Beneath my foot.” Vilgax said raising his sword high ready to strike, but he was too focused on Ben to notice something behind him.

Five red tendrils shot out from behind Vilgax and wrapped themselves around his arms binding him from swinging his weapon.

“What is it now?” Vilgax turned his head to see Frightwig using her tentacle like hair to restrain him, but he knew full well she didn’t have enough strength to hold for even a minute. “You have to be joking, you’re too weak to hold more me any more than a second, girl!”

“Would you shut up already? You talk too much for someone that’s supposed to be intimidating in appearance.” Frightwig said struggling to maintain her hold.

“Ben change now! Hurry!” Kai called out appearing next and holding out her arms so that the bracelets unleashed a blast of electrical energy at an unsuspecting Vilgax. Frightwig let go in time so she wouldn’t get caught in the blast, Ben took the chance and pressed his right hand down on the symbol once more. The green flash dimmed revealing Swampfire, before the electric attack came make contact and get Ben caught in it, Swampfire used his plant like powers to quickly be absorbed into the soil.

Loud electrifying sounds were made when Vilgax received a healthy dose of extreme voltage, Swampfire reformed nearby Kai and saw that Grandpa held a strange looking grenade ready to throw, there was a chance Vilgax could move out the way so Swampfire took the initiative and commanded vines to sprout from the ground and bind the green alien’s feet.

“I made a little something special for you, Vilgax.” Max taunted as he winded up the special grenade and threw it with great aim and precision.

Vilgax was ripping apart the vines around his legs when he saw a strange glowing grenade fly at him, time felt like it was slowing down when it activated causing a strange golden yellow vortex around him.

”The Null void?” Vilgax recognized the feeling and the energy flow and knew he was being sucked into a mobile version of the Null Void prison. “NNnooo!” It was like watching Ghostbusters in Ben’s opinion, when they would weaken a ghost enough then trap into one of those devices that sucks the ghost in rendering it defeated.

The Grenade shell clicked and automatically locked itself up after Vilgax was sucked into it entirely, it was a sight to behold and Ben with everyone else was amazed to see the least.

“Hardcore, gramps.” Kevin said grinning. The feeling caught on and everyone felt the relief of Vilgax’s defeat, Kai and Julie relaxed and Melissa got up while rubbing her sore muscles.

“Yeah! Goodbye, squid face!” Ben pumped his left fist in the air after changing back from Swampfire form. He looked to Grandpa with a questioning smile as the old man walked over to pick up the device to firmly keep it in place. “Gramps where did you get that?”

Max looked back at him smiled. “It’s one of my own inventions, this is just the prototype however, I’ve been working on it for awhile now since the last time Vilgax came around to stir up trouble. Now your turn, what time period are you from, ‘Ben’?” He asked mildly surprising Ben and the others.

Ben shrugged and grinned. ‘Heh, that’s grandpa Max for you, always one step ahead of everybody.’

“Well…it goes like this…” Ben started.

Several minutes later Ben finished explaining the trip through time to this Grandpa Max and went into details about the Time gate so Max can better prepare for when they come across it in the future.

While he was explaining, Kevin was observing Kai’s alien bracelets, Julie and Melissa sat nearby to listen to the story he was telling, Gwen was outside with them drinking a can of diet soda while Max hung on every word this ‘future Ben’ was telling him. He would make sure not to make any drastic changes with anything that can affect the timeline, but he was sure to remember how ancient alien time gates function now though.

“So how do you plan to get back anyway?” Max asked taking a bite of his fish sandwhich, a fish he just barely caught and cooked up minutes ago by the way.

“Well that’s where it gets a little complicated, I think I’ve got it figured out, but we’ll still need to leave this place before the young versions of me and Gwen come back. My first return theory is to go the base where we found the first time gate years from now, the second is…Gwen?” Ben looked to his redheaded cousin to finish that answer.

She nodded. “The second is to get the spell book from Charmcaster and use the time travel spell from that, I’ve gotten much better with my powers since then, I should be able to pull it off.” She said reassuringly.

“And if those plans don’t workout then there’s always the slim chance that Paradox will show up and help us out.” Kevin added.

Melissa sat across from them on the picnic bench helping herself to a chocolate smore Max cooked up for the gang.

Max held out the Nullvoid container he trapped Vilgax in. “Do you need to take this back with you?”

Ben nodded. “Yeah, even if we dumped him in the Null Void dimension there’s a chance he could escape again, besides having two Vilgaxes in the same time period is a very very bad idea. Especially since one knows a few things about the future.”

Max agreed and handed it to Gwen to hold. “I think we need to get going then, the other versions of me and you could show up any minute and we don’t want to make things more complicated.” Gwen said.

“Yeah, well then, grandpa Max. We-” Ben stopped in mid sentence when a familiar symbol of light came into view. It was the same mystic time portal Gwendolyn used to take young Ben and Gwen to the future in the first place.

“Oh man are they here already? Crap!” Ben said out loud when the blinding light became a circle and out of it flew out a very familiar womanly version of Gwen, only different.

“Gwendolyn?” Gwen asked in awe and noticed the portal closing behind her. ‘That’s weird, weren’t our ten year old selves supposed to come next?’

“Wait she’s different from back then.” Ben muttered as the floating spell caster descended and landed lightly on the ground. Ben got a better look and noticed that she was indeed the same Gwendolyn they knew, except older. Her body seemed just the same as before except that she no longer wore a cloak, her hair was elegantly long and tied into a ponytail down her back. She had more of a slightly aged look to her and still looked beautiful, she also had a several lighter colored streaks streaming down her hair as well.

“Hey there, you two. How’s it hanging?” Gwendolyn said to the very stunned group of heroes, even Grandpa max was surprised but not speechless.

“Umm, which time are you from, Gwen? I gotta say, you age gracefully.” Max commented.

The woman smiled her appreciation at the comment. “I’m still the same old Gwendolyn that took you two to my time when you were kids, I’m just in my early forties now.”

‘But you still look very hot, this makes me look more forward to the future now.’ Ben thought before she walked up to them gave them each a hug. The girls wad shocked too and waited to hear what she had to say, they were still on a time limit after all.

“In case you’re wondering about the other me with the other Ben and Gwen, don’t worry, we have time before they come back to this time. The reason I came back was to warn you, Ben, about the ramifications of your decision regarding ideas with changing a few things in this time.”

Now Kevin and the other girls looked at Ben in shock.

“What do you mean? Does something happen in the future?” Ben asked shakily. He honestly didn’t think of what kind of results would happen if he tampered with time a little, usually Paradox jumps in to let him know if anything wasn’t supposed to happen or to correct him on whatever big choices he makes.