Ben 10 Omniverse and all characters are owned by Man of Action and I make no money off this use of their intellectual property.

Also this work is of an adult nature and likewise meant of adult readers only. No underage readers allowed or so help me I'll pull this from the website at the first sign of trouble.

Okay now that Disclaimers are out of the way and our asses our as covered as they can be a few author's notes.

This take place after 'Rules of Engagement' but in this telling Julie lost to Looma. (I can't tell you how hard I wished that Looma would have won that fight at the end)

This will be an all alien girl harem fic so Ben will have multiple partners and there is some body modification here. Given the size difference of Ben and Looma you can guess which part of Ben's body get's modified. (I'm never sure how tall Looma is officially but I put her at about seven and half or eight feet tall at the most)

I have an idea of four alien girls for Ben's harem in my mind so far.

Loom Red Wind

Ester

Rook Shar

Princess Attea

But that's all still up in the air so some might be added or lost.

Alien Girls Are The Best!

By Slayzer

Ben 'Earth's Greatest Hero' Tennyson had been utterly defeated.

Luckily it was not the end of the world.

It was just the end of Ben's world as he knew it.

It had been a horrible day in which Ben found out that he had broken up with Julie several months ago and she just finally got around to telling him about it. Apparently now she's dating some slimy too-tall blonde French pedophile sports photographer.

Just then Ester shows up out of the blue needing help and dragged all of them, including Fistina who was still in Ben and Rook's custody, into a new emergency.

The emergency being Ben's tetramand fiance Looma who thought conquering earth would be a wonderful engagement gift to herself.

They threw everything they had at Looma and nothing stopped her and after a roving battle that took them from Undertown right to Ben's doorstep.

Just then when all seemed lost salvation came in the form of Ben's mother Sandra.

It did take Sandra a few moments to process the fact that she now had a seven and a half foot tall and four armed daughter-in-law. Maybe it came with learning her son was superhero and that when her father-in-law said he was a plumber what he meant was intergalactic policeman but Sandra accepted this new information quickly.

Then it only took a few strong words from Sandra and Looma was sufficiently chastised and the tetramand warrior apologized profusely to all parties involved. This shocked everyone but Rook found an explication. "It would appear that the mother figure is very powerful in Tetramand culture."

So with Looma's rampage over Ester when back to Undertown to help rebuild. Rook finally took Fistina to lock up and Julie left with her lanky French pedophile. That just left Ben with Looma and his mother and they abjured inside the house to talk things out.

-Tennyson living room-

Sandra Tennyson smiled awkwardly as she served Looma Red Wind a whole pitcher of ice tea. "Sorry I don't have any larger glasses. I suppose I'll have to buy some larger dinnerware before the next time you visit."

Looma sat cross-legged on the living room floor while Sandra and Ben sat in chairs. The tetramand had also removed her golden helmet and let her raven black hair down. "Thank you but I don't wish to cause you any inconvenience."

Sandra waved Looma's concerns away. "Nonsense, what kind of mother-in-law would I be if I didn't go through some inconveniences for my new daughter."

Looma looked away but you could see it on her face that she was so happy that she could die.

Ben cleared his throat. "Anyway I think were getting off topic here."

Sandra nodded in agreement and then fixed Ben with her best disapproving glare. "What were you thinking Ben!"

"Me! This was not my fault."

"No it was half your fault and half Looma's. Why didn't you two just talk this out instead of battling across town?"

"I tried to talk Looma down."

"I'm not saying Looma wasn't partly at fault for not listening to you but I'm sure it didn't take you long to go 'Hero Time' and start fighting. The key to the success of any relationship is communication and it's safe to say you two are lacking it."

Looma looked disheartened but Ben just got annoyed at Sandra's advice.

Sandra took a sip of her ice tea before continuing. "Communication aside it's good that two are so much alike."

"How are me and Looma alike in anyway?" Ben asked pointing to own his sixteen year old human self and then to the massive four-armed yet curvy female tetramand.

"Your both aggressively overconfident and so determined to the point of being unreasonable."

Ben couldn't really argue that after all few people know him as well as his mother.

Looma took a drink for the pitcher of ice tea and thought about what Sandra had said. "So what can we do to come to a better understanding of one another?"

Sandra thought for a few long moments. "How intimate have you two been?"

Ben did a spite take and Looma blushed a bright shade of pink at the thought.

"Not much then?" Sandra said judging by their reactions to her question.

-later that evening-

Ben had gone to bed earlier as it had been a rough day for him. Sandra made Looma the offer of spending the night so she might get to know her daughter to be better.

Sandra was in the kitchen cleaning up after dinner when Looma walked over to her. The Tetramand busted the flimsily human doorway but Sandra didn't seem to mind.

"Thank you mother, for allowing me to spend the night even after my unexpected arrival."

"Well it was unexpected but it's has also been a pleasure Looma or should I call you daughter?"

Looma had been raised by her father alone so she didn't really get a chance to know her mother. That this little blonde human woman had without reservations or prejudice let Looma into her home and even called her daughter meant the world to Looma.

That only made this harder for Looma.

"I would like it very much if you would call me daughter but I don't think it matters. Even thou Ben challenged me for my hand in marriage and won I don't think he care's about me. It was great earlier today when we we're battling one another in true tetramand courtship fashion but now Ben seems to ignore me."

"So because Ben won your hand in marriage you considered the matter settled."

"Is it not so for humans?" Looma asked and for the first time thought that human courtship might be different from how tetramand do it.

"Even after years of marriage to my husband I still find in necessary to surprise him even now and again."

Looma clenched several of her fists. "So I should ambush Benjamin as well!"

Sandra beckoned Looma to kneel down so they could talk eye to eye. "In a manner of speaking but an ambush by means of seduction." Sandra then pulled Looma's helmet off and let her long raven black hair tumble down to her shoulders. "But I don't think your armor will work for this kind of battle, do you have any lingerie?"

"What is lingerie, Is it some kind of human weapon?"

Sandra smirked. "After a fashion."

-Ben's Bedroom-

Ben had awoke up and siting on the foot of bed his in his pajamas before Looma even knocked on his door. She was trying to sneak up to his room but for a tetramand in a human house it was like walking a bull through a china shop. Ben hadn't been sleeping well anyway.

This misunderstanding with Looma had to resolved before he ends up breaking her heart. Also if Ben doesn't clear this up then he'd be no better then that jerk Kevin who just left Looma in the wind for years.

"You can come in Looma." Ben said to the tetramand warrior timidly waiting on the other side of his bedroom door.

Ben didn't know why Looma had been standing outside his door for several minutes apparently to nervous to knock.

"Forgive the intrusion beloved." Looma said as she crouched to entered Ben's bedroom.

Ben now understood why Looma had been so nervous.

Looma had striped out of her armor and was now only wearing an XXXL silk robe. It was black silk with sakura petals prints with a red lining and had slits cut on the sides to accommodate her extra set or arms. Even with all the X's the robe was a tight fit on Looma and the hemline barely reached her knees and exposed much of her her hips and thighs. Ben's eyes however were drawn to Looma's bust that seemed even larger now that her armor wasn't holding her breast back.

Looma's breast were still large in proportion to her massive frame and she was still quite shapely for it. Still when compared to a human her breast were unbelievably huge. Each boob had to be bigger then Ben's whole head and their sized seemed to mock the valiant but futile attempted of the robe to cover her. As she stooped down Ben could look right down her robe and see everything she had, Looma wasn't wearing undergarments.

"I think we are long overdo for a talk, beloved." Looma said as she entered Ben's room. The bedroom barely gave Looma enough room to move around so it was a little like walking into a closet.

Ben's mouth went dry as Looma sat down on the other side of Ben's bed with her legs stretched out in front her.

The legs of the bed snapped under Looma's weight and the bed fell to the floor with a loud wham. With that sudden fall Ben almost fell into Looma's lap. He caught himself but now his right hand was touching Looma's inner thigh. Ben pulled his hand away so fast you'd think he got burned.

Looma just smiled softly. "It's alright, I am your wife."

Ben looked at his feet and felt deeply ashamed. "No it's not alright. Look I know our marriage means a lot to you Looma but I have to be honest with you..."

"Kevin tricked you into fighting me my hands in marriage and you have no desire to be my husband. However if you annulled our marriage now then I would be dishonored for being an unworthy bride."

Ben nodded. "I'm sorry that I put you in this awkward position but I don't want to marry."

Looma loosened the red silk sash around her robe. "Benjamin, I do not call you beloved simply out of formality but because I have simply fallen in love with you."

Ben turned away from Looma and seemed to get angry. "What could you possibly want from a weak little human boy!?"

"Now that doesn't sound like the Benjamin I know and love. The one I loved would say 'I never lose because I never give up' and what more beautiful words had ever be spoken to move a Tetramand girl's heart."

"But I still a human and your a tetramand and I don't think that we could even..."

"Look at me Benjamin."

Ben turned his head to look at the tetramand girl siting next to him.

Looma had let her robe slip off her shoulders and was now totality naked. She ran her lower pair of hands over her muscular stomach and thighs while her upper pair played with her near basketball sized breast.

"Do you really not find me attractive at all, Beloved?"

Then before Ben could even answer his omnitrix activated by itself. "Cross-species mating assistance mode engaged." the monotone computer said before Ben's body was washed in green DNA altering light.

When it was over Ben didn't seem or feel any different. No skin of fire or stone and no superpowers. Looking himself over Ben felt perfectly human and totally normal. At lest that's what he thought till he looked lower.

The omnitrix had given Ben a freakishly huge cock that ripped though his pajamas. His dick almost reach his knees and was as thick as a coke can. Likewise his balls had been enlarged to accommodate his massive unit and Ben wasn't even erect yet. His cock just hung there the some kind of half started third leg.

All of Looma's four golden eyes were wide in shock and she had to sallow a lump in her thought. Also she felt her pussy twitch with lustful anticipation. Looma knew that she and Ben were not that compatible physically but she was sure she could please him at lest. Now it seemed the possibility of sexual intercourse with Ben would be far more substantial for her as well.

"That's quite impressive even by Tetramand standers."

Ben sighed and felt a headache coming on. 'Cross-species mating assistance mode, in other words the omnitrix rewrote my biology so I'd be able to have sex effectively with Looma.'

"Azimuth, we're going to have a long and awkward talk about this." Ben said aloud to himself.

Looma was not in the mood to talk however and kissed Ben passionately.

As she kissed Ben one pair of Looma's hands tore the ruined remains of his pajama bottoms off him while her other set of hand pulled off his night shirt. Ben seemed ready to protest but the way Looma was touching and kissing him made him feel so good. Two of her strong hands then started to massage his cock and slowly brought it to life.

Ben internal resistances and moral discomfort didn't last much longer.

Ben ended the kiss and then with both hands and took hold of Looma's right breast. Her red skin was flawlessly smooth with a tautness like that of new leather. He then brought his lips to Looma's dark red nipple and gave her boob a tentative suck.

Looma moaned happily and pulled Ben into her chest with her upper hands while her lower pair of hands still worked on his dick. This was all so new for her as well and the feeling of Ben's huge, hot, human cock come to life in her hands was amazing. Looma's pussy was already dripping wet at the thought of what Ben could do to her with his rod.

Being pushed into Looma's massive tits Ben would take one mouthful of her firm red breast and suck and bite for all he was worth before alternating to the other breast. Ben's hands stayed busy as his fingers roved over Looma's body. Not just her tits but her toned muscular stomach and shoulders as well. Looma's hard packed muscles under her sexy red skin felt like rock but it didn't take anything away from Ben's growing desire, if anything it only added to his lust.

"Do you enjoy playing with my big red tetramand tits, beloved?" Looma asked coyly as her face blushed an odd pink shade.

Ben replayed by biting down hard on one of her nipples and twisting her numb in his teeth. If she was human it would have drawn blood but being a tetramand Ben's teeth could never hope to break Looma's skin, it did feel wonderful to her however.

Looma arched back and then feel backwards into Ben's too small bed. Her head and shoulders smashed Ben's headboard but she didn't even feel a it. Looma was now laying of her back on top of the ruined remains of Ben's bed as her lover continued to worship her tits.

It may have taken several minutes but Looma finally manged to bring Ben's big fucking cock to life fully. As she ran two of her hands up and down Ben's thick shaft she knew what she wanted to do. Looma picked Ben up like he was nothing and sat him down on her stomach with his long fat cock wedged between her massive red tits.

"Looma what are you doing?" Ben asked after he was so suddenly manhandled by Looma.

"Being I bride to be I read up on various tetramand sexual techniques. This is my first time doing this but I'm sure you'll love my 'Tetramand Titty Fuck'."

Looma put her lower pair of hands on Ben's hips and butt while her upper pair of hands worked her breast around his cock. Taking a firm hold of Ben's cute ass Looma pushed and pulled him so his cock would pump into into the valley of her tits.

Ben was helpless and never felt so good.

The way Looma's powerful hands mashed her huge tits around his cock shift enveloping would have made him cum right there. It wasn't just her tits that felt good but feeling of his balls and ass being dragged up and down Looma's smooth and hard but sweat slicked abs felt wonderful as well. Ben would have cum already but his endurance and sexual stamina had been increased with the size of his dick.

All that Ben could do was hung on and let Looma ravish his body like he was her plaything.

Not that he minded at all.

"I'm sure you'll agree that Julie person could never do this for you with her weak arms and tiny breast."

Ben was too absorbed in pleasure of Looma's tit job to hear her question. "Who?" he asked then threw his head back as Looma bucked his hips into her soft big tits.

"She's of no importance now, beloved." Looma said then thinking of a better uses for her mouth.

Looma started to suck the head of Ben's cock as it pushed through the valley of her cleavage. Her dark black lips parted and her cheeks hollowed out as Ben's thick cock fulled up her mouth.

With his dick being worked on by both Looma's tits and mouth Ben could feel his big heavy balls getting tighter.

"Looma!" was all the warring Ben could vocalize as he had an inhumanly powerful orgasm.

Looma's mouths was filled with Ben's salty cum with the first shot. She started to gag and let his cock slip out of her lips and took the next load of cum on her face. Ben just leaned back and his big dick and balls pumped an amazing amount of jizz over Looma's face and tits. It wasn't long until Looma's face and red tits were glazed white in Ben's thick cum.

If a normal orgasm for Ben when he masturbated felt like a bottle rocket then this felt like a jet engine. It was just a consent feeling for thrust and a power coming from his cock. The most amazing thing Ben realized as he sat on Looma's stomach was that even after cumming so much he was still hard.

Ben reached down and stroked his massive hard on and for the first time accepted that his was him. It was so odd to have the omitrix change on part of his body and still have it look and feel so human and normal, all be massively out of proportion to the rest of him.

'God I can't even wrap my hand around my dick now its so thick and like fifteen inch's long. All that cumming should have left me out cold but I'm not even winded.'

While Ben was lost in thought Looma was licking his cum off her face. She also used a set of hands to rub his sticking cum all over her tits.

"Did that feel good, Beloved?" Looma asked as she lifted one of her boobs to her mouth so she could suck off more of Ben's seed.

"The best." Ben said as he got off her stomach.

Looma sat up on the smashed ruins of Ben's bed till her back and shoulders were up against the back wall. She then used her lower set of hands to spreed her out the dripping wet lips of her pussy. "If I made you feel so good then perhaps you'll return the favor and fuck this hot tight tetramand pussy with your huge human cock?"

The inner folds of Looma's tetramand pussy were a much darker red then her skin, almost a burgundy color. As Ben got closer he noted that fragrances of Looma's sex was more like a hot and spicy herbal garden as opposed to say a fish market.

Looma used one of her hand to help guide Ben's big thick dick through her waiting pussy lips. Her body trembled as inch after inch of Ben's cock penetrated her virgin sex. Ben also had to get use to the newness of feeling of hot, tight and soft flesh wrapping around him.

Looma gasped for air as Ben suddenly rammed the last few inches of his cock into her with one thrust.

It was too much.

Looma grabbed Ben's waist with her lower hands and started pumping him in and out of herself. Ben could do nothing to resist her super strength and even if he could he wouldn't. The feeling of pounding her tight virgin pussy was too good.

Looma used her upper pair of hands to play with her tits as Ben fucked her pussy. "That's it beloved, tell me how good my pussy feel."

"Looma! I love your tight red pussy!"

For the next half hour the only sounds coming from Ben's room were the passionate moans from the lovers and the sound of Ben's balls smacking rhythmically against Looma's groin.

Looma felt herself about to cum and pulled Ben into her up to his hilt in her wet snatch.

"Beloved, I'm Cumming!"

Ben didn't say anything because he was to busy panting for air as he shot his load into Looma's sex.

Looma arched her back as her body went ridged with ecstasy. Ben just collapsed on top of her muscular stomach as he flooded her pussy with cum. Ben and Looma's orgasm must have lasted for several minuets.

It took a while for Ben's mind to come out of the pleasant fog like hazy but eventually he managed to sit up. He then pulled his big fucking cock out of Looma's gooey red pussy as small white rivers of cum oozed down her thighs.

Ben got to his feet and even tho sex with Looma was more physically draining then a marathon he wasn't tired. His eyes racked over Looma whole body, her red skin had a red sheen from her sweat and her long black hair was plastered to her red face. That sight of Looma was more then enough to get his huge dick hard again.

"Looma would you roll over onto your left side?"

Looma did as Ben requested and when from laying of her back to laying on her left side. Ben ran a had across her thighs to her firm sexy red ass. If only they had more space to move around in, he'd fuck that big red ass for hours on end.

"What do you want me to do now, beloved?" Looma asked running all four of her hands over her body.

"Life your right up in the air and hold it there."

Looma again did as Ben asked and used her lower right arm to left her right leg up. This gave Ben easy accuse to Looma's overflowing and well fucked pussy.

Ben straddled Looma's left leg and braced himself on her raised right leg. He then worked his reinvigorated cock into her pussy for a second time. "Not that I didn't enjoy fucking your lovely pussy for the first time but I want to set the pace this time around."

Ben then slide forward and with one push forced his whole huge cock into Looma's well lubed sex. Looma had to bite into the stuffing of one of Ben's pillows to keep her pleasurable scream from waking all of Bellwood.

The first time it was Looma who had controlled the pace but Ben set a much faster tempo. He force his long thick dick in and out of fer with fast but powerful jackhammer like thrusts. The cum he had pumped into her perversely acted like lubricant for a machine piston. Looma's pussy trembled as Ben's huge cock fucked her harder and faster then she thought possible.

"Are you going to cum again, so soon?"

Looma moaned into pillow that filled her mouth as her upper hands ruffly squeezed her breast.

Ben couldn't help but smile. All day he and Rook had thrown everything then had a Looma at it just bounced off her. He had come to see the tetramand girl as invulnerable. Now that same invincible warrior was writhing in ecstasy as Ben fucked her with an inhumanly massive cock.

'Somedays I love this watch.' Ben thought to himself as he pushed Looma over the edge.

Looma's hot gooey pussy tightened around Ben's dick as she came. The feeling of her convulsing sex was sure to make him cum again. Ben stayed in Looma's pussy till he felt that he was just moments an orgasm when he suddenly pulled out.

Ben climbed onto the ruins of his bed and made his way up to Looma's face.

"Open your mouth." Ben said with his big cock dripping wet with cum and in his hand ready to blow.

Looma didn't need any encouragements. The sight of Ben's thick cock cover in salty cum was more then enough to wet her appetite. Her dark black lips parted just as Ben shot his load. The first few blast of jizz fulled Looma's mouth and she had to work hard swallow it all. Those few moments were all time Ben needed to paint Looma's beautiful red face white with his cum.

Looma smiled through the facial Ben gave her and started to work on cleaning his gorgeous cock. She rolled her cum soaked lips and tongue over his shaft and balls. Sometime his cock was too much for Looma and it'd slip from her mouth and slap her sticky face. After a long while Looma manged lick and suck Ben's cock clean.

Ben found a clean shirt of his near by and used it to towel off Looma's face.

Looma took the shirt from Ben and finished cleaning off her face. "You've made quite the mess of me, beloved. Don't you think you should take responsibly and help clean it."

"I could run and grab some hot water and a wash cloth."

Looma rolled over onto her back, spread her legs and then pulled open her pussy lips with her lower hands. "I was thinking you could use that sharp tongue for something other then quips." She then took grabbed a fistful of Ben's boyish brown hair and shoved his face into her gooey pussy.

Ben tired to struggle at first but his efforts were useless against Looma's superhuman strength. Looma smiled viciously as she ground Ben's face into her dripping wet sex. "Your going to have to eat your way out, beloved."

With no other choice Ben opened his mouth and started to lick his own cum out of Looma's pussy. The thought of eating his own cum out of the pussy he just fucked twice seemed more then a little gross but it wasn't bad. Her pussy juice was actually kind of sweet and more then a little tasty. Ben's young nimble tongue attacked the soft wet folds of her Looma's sex with an animal like ravenous.

Looma cooed softly as Ben ate out her pussy with abandon.

"Oh! Beloved that's it, that's the spot!" Looma cried out as she came and sprayed Ben's face with her pussy juice.

Mr Smoothy would never get a 'Tetramand Pussy Packed With Cum' flavored smoothy but at that moment Ben's favorite flavor in the world as he sucked and slurped Looma's pussy clean. She had long ago released her hold on his head as he no long needed the encouragement.

Ben even licked the outside of Looma's pussy and her inner thighs clean before he brought his head up from her sex.

"All nice and clean." Ben said as he wiped his face with his forearm.

Looma quickly pulled Ben into a four armed embrace and kissed him passionately. Ben didn't mind and returned Looma's kiss as their tongues explored each others mouths.

When the kiss had ended and Ben pulled himself free of Looma's many arms he took stock of his room. His bed was smashed beyond repair and the shelf that had all of his collector 'Sumo Slammers' toys had fallen off the wall. Somewhere in their lovemaking Looma had apparently put several holes in the drywall around his bed. Ben didn't know what to make of the near total destruction of his bedroom.

"I think that we may have overdid it a little." Ben said more to himself.

Looma smiled coyly. "We seemed to bring that out in each other, for better and worse."

Ben couldn't argue that and really he couldn't do much. Whatever superhuman stamina the omitrix had given him was wearing off. Ben felt so weary that he just wanted to find a place to lay down and go to sleep.

"I really need to lay down but I seem to no longer have a bed to sleep in."

"It may be an unusual sleeping arrangement but you us my body as your bed if you like." Looma said and blushed pink.

"I don't think that would be very restful."

"You don't like my body?" Looma asked more then a little hurt.

Ben smiled reassuringly and kissed Looma's forehead. "I'm just saying if I lay down on your hard, muscular, sweat soaked body and used your big soft breast as pillows then I'd get too aroused to get any sleep."

Looma pulled Ben on top of her and wrapped her four arms around him. Ben was so small and soft compared to Looma but she found him so sexy. "I'm sure I can tire you out some more if you get restless." She kissed him good night.

Ben surrendered both Looma's embrace and his own tiredness. "A guy could easily get to love this?"

"Love what?"

"Having a strong and beautiful Tetramand girl as his lover."

Looma looked down at her human lover so contently cuddling against her as he started to drift off to sleep.

She soon joined her beloved in restful and satisfied slumber.

-end-

I can't believe I wrote this or that it so much how I planed it in my head. The sex part anyway, I seemed to take the roundabout way to get there with Sandra pushing Looma on her son. Feeling that it was getting to be all talk I made the sex a bit more explicit then I would have normally.

If you'd like go to rule #34 and look for the Ben Tennyson and Looma Red Wind picture by REDBerz you'll kind of get my inspiration for this fic.

I do feel that I made Looma too submissive in this fic that she was a little out character. Not that fucking Ben like that would be at all in her character but I can only take so much liberty with personalty before it they get all weird.

Next chapter Looma will be more take charge and dominating. Well she'll be pissed finding Ester with Ben and needing to punish them both.

As this is a Ben Ten harem fic I already have four girls in mind but if any of you have thoughts or suggestions please feel free to leave them in a review or PM.

A few things to remember before any of you ask.

To repeat this is an alien girls only harem fic so don't even ask Gwen. (There is plenty of Bencest fanfiction out there if that's what you want)

Again I'm looking for ideas for alien girls only so no alien dudes. Seriously the only Rook that Ben's going to fuck in this fanfic is Rook Shar. (Again there is plenty of Broken fanfcion out there if that's what you want)

That's all I got to say other then I hope you enjoyed this and to please leave a review.