When Life Gives You Lemons

by Creaturemaster

Note: Author suggests to read "We Are Monsters" in order for this to make a clear amount of sense. Ben and the ghouls have just come back from their adventures at Haunted High, and return to find out that it's Ben birthday! Everyone's having a grand, old time . . . and the ghouls have a special surprise in store for their man. Includes one-shots with other ghouls later on!

1. When Life Gives You Lemons

Note: Yes, this is the 'dreaded' sex chapter from my original story. I felt that it was unfair to rate the story M and make it unavilable to certain readers and the likes. So if you're not here from "We're All Monsters", this won't make a lot of sense. Just a suggestion.

WARNING! If you are under thirteen of age, skip to the next chapter as the contents of the current one are not appropriate for your age. If you are uncomfortable with the following content, skip ahead to the next chapter as well. This is chapter is only for those that like to this kind of stuff and, as I like to appeal to all my audiences, I have dedicated the much-discussed topic into this single chapter.

WARNING! If you didn't bother to read the first warning, let it be known that this chapter contents an insane amount of sex content that is not suitable for readers under the age of thirteen, as well as regular readers who find this topic uncomfortable.

WARNING! So, you decided to ignore the first warnings, eh? Then let it be known that I have no pity for you if you become scarred for life by what follows. All I have to say to you is that I am not legally bound by you if I frightened you as gave you plenty of warnings. In other words, DON'T SUE ME!

WARNING! Oh, why do I even bother? If you ignored the first three warnings, what are the odds you'll read this one?

As always, comment, review, suggest, and request down below.

Onwards!

Ben groaned and felt his eyelids flicker for a moment. He didn't know why his head hurt so much. One moment, he was turning into Echo Echo to fuse his many transformations back together into a single Ben, the next moment, everything went black and the last thing he heard was Frankie apologizing to him before he succumbed to the blackness that clouded his vision. He groaned again and slowly blinked open his eyes to stare up at a dully painting with a long crack running across the middle; Ben now knew where he was. Spectra's house, specifically the room that he stayed in, had this crack in the ceiling. Now that he was slowly waking up, he could start to hear voices around him.

"Is he awake yet?" he heard Venus whisper.

"I'm not sure." Clawdeen replied.

"Oh, how much longer? I wanna get started!" Whisp rasped excitedly.

"Easy, luv. Hold your nightmares." Robecca calmed the genie.

"Hey, I think he's waking up!" Nefera whispered happily.

"Oh, goodie!" Whisp smiled.

"Y-you're sure h-he'll want this?" Jane bit her lip nervously.

"Positive." said Venus with confidence.

"He's waking up!" a panicked voice that Ben recognized as Gigi's cried.

"No backing out, ghoul." Spectra said firmly.

"Backing out of what?" Ben mumbled, slowly sitting up in bed. "Gah! Headache, headache, headache!" he whimpered, holding his throbbing head.

"I think Frankie might have hit him too hard with the shovel." Clawdeen murmured to Nefera.

"Yah think?" the mummy asked sarcastically.

"What's going on?" Ben wondered, opening his eyes all the way. "And . . . why are you all in your underwear? And looking at me like that?" he added upon seeing Venus's disturbing face. Indeed, it seemed everyone of the ghouls in the room had stripped down to only their underclothes, and a couple of them even lacked those as well.

"This," Venus replied "Is your birthday present from all of us." she smirked, sporting a neon pink bra and thong as her small fangs glistened in the light of the room.

"We kinda . . . forgot . . . to get gifts." Spectra admitted, wearing the black bra and panties that had teased Ben for so long.

"Well, with everything that's happened so far, that's understandable." Ben grumbled. "How was the night with Porter anyways?"

"It was fun," Spectra smiled. "Sirena stole him away for most of the night though."

"Sorry to hear that. Had I not been beside myself and then knocked out, I would've danced with you." Ben apologized, casting a mocking glare at the ghouls as they smirked at him.

"That's the spirit, me hearty!" Vandala cried as she came swooping in through the ceiling, wearing her pale blue captain's jacket over who knows what.

"What are you doing here?" Ben asked.

"Well, seeing as it was your birthday and we really only got together on the same day, I thought I'd join in with your little present," Vandala smirked. "I woulda given ya one of me best treasures, but they're all cursed." she added apologetically.

"What is my birthday present anyways?" Ben asked, an idea already forming in his head.

"Are you really that dense?" Whisp asked, crawling across the bed to him and leaning into his frame; she wore a black bra traced with gold and, what really turned Ben's face a deep red, no panties whatsoever. Whisp noticed his expression and gave him a sexy smile before suddenly throwing her arms around him and smashing her lips into his, sliding her tongue past them before Ben could even attempt to stop her.

"Aw, I wanted first dibs!" Nefera whined.

"You don't have to just kiss his lips you know." Venus grinned like the Cheshire cat; Nefera quickly caught on, and the two ghouls stalked closer to Ben with the stature of wild cats, hungry looks on their faces as they eyed him. Nefera reached him first and gripped the edge of his brown jeans and slowly pulled them down as Ben finally managed to recover from shock and return the affection Whisp was currently smothering him with; he was very aware of how things were going and decided he and the ghouls had put it off for long enough. Clearly, they weren't going to let him go any time soon as Venus pulled his pants off and tossed them carelessly while Nefera worked on Ben's black boxers, nearly tearing them to shreds as his already hardening member flopped out, eliciting gasps from the aroused ghouls.

Nefera wasted no time and slowly licked the tip of the throbbing organ as Venus joined in, both ghouls taking opposite sides of Ben's member and slowly, carefully running their tongues up and down his dick; Ben moaned quietly between kisses from Whisp as she allowed to Ben to start playing with her ass, moaning louder as he squeezed and pulsed his hands.

"Um, excuse me?"

The three ghouls parted from their work to glance up as Frankie came walking through the door in nothing but her black Fearleading uniform traced in dark pink; Ben's face turned a dark red at the sight of such a short skirt and the way Frankie's breasts bounced when she walked into the room, shaking her ass slightly. "I get first dibs." she said firmly with a smirk.

"Why do you get to play with him first!?" Whisp whined.

"Because I'm the Alpha." Frankie's grin broadened as Clawdeen, Gigi, and Jane shared glances with each other and too a few steps away from Ben, hunching slightly and assuming submissive postures.

"On what grounds?" Nefera cocked an eyebrow.

"On the grounds that I made her Alpha," Ben piped up. "During the whole Time War thing, Jane mentioned that I would need some sort of dominant 'mate' to keep things in order. I asked Frankie, and she said yes."

"Oh." was all the ghouls had to say as they backed away from Ben and gave Frankie room. The cadaver smiled and climbed onto the bed next to Ben, a sexy smile on her face as she planted a kiss on Ben's cheek, working her way down his neck and to his collarbone area as she slowly pulled his shirt off of him, exposing his hard muscles and making several ghouls drool at the sight; Clawdeen howled as oil leaked from Robecca's nose, a cloud of steam escaping from the robot's ears as she watched Frankie work. The mint skinned girl then stabbed out her tongue, tracing it back up Ben's neck where she engulfed Ben's lips in hers as she climbed on top of him and pressed her body to his, her modest breasts pushing against his chest; Frankie could feel Ben's thick member tickling her lips and ass, a feeling that made her more aroused than before as she lifted the straps of her Fearleading uniform off of her shoulders and let the top half of her uniform fall free, her breasts now fully exposed.

Venus could no longer contain herself as she watched Ben and Frankie, her left breast fully exposed as she massaged it and fingered her fanged snatch, viciously biting her lip and drawing out some sap before she could no longer stand it. "I can't take it anymore!" she cried loudly before tackling Robecca to the floor and pressing her lips to hers, slithering her long tongue pas them and down Robecca's metal throat.

"Geez, Venus, restrain yourself a little." Lilith muttered as the plant monsters undid her bra and rubbed her wet pussy while making out with Robecca. It was only a few minutes later that the robot's systems were able to reboot themselves and actually respond back, returning the kiss with equal pleasure as she groped Venus's breast in her fingers.

"Uh . . ." Clawdeen trailed off.

"You get use to it," Jane shrugged. "Every now and then she'll get his sudden urge."

"You don't say." Clawdeen rolled her eyes.

Frankie shifted her ass back a little bit, never parting away from Ben as she could fill his firm member just right up there next to her holes, pulsing and throbbing like Ben's strong heart that she could feel pumping quickly inside of his chest. Her own heart was racing as she finally decided to end both of the torturous wait. She gave Ben one last firm kiss before breaking away from him and climbing up into squatting position as she hovered over Ben's thick rod.

"Ready, Ben?" Frankie asked.

"Whenever you are, babe." he grinned as Frankie smiled back and slowly sank downwards onto Ben's thick dick, crying out with pleasure as she could feel him inside of her, pushing deep into her s she sank down further and further; she was halfway there and he was already so far inside her it felt like he had pushed up through her organs and into her stomach, even though she knew that wasn't possible. She sucked in a deep breath and decided to get it over with before dropping her entire weight down on Ben, letting out a loud cry as she felt Ben dick hit the very end of her passage. She would screamed even louder had Ben not suddenly shot up and cupped her face into his hands and kissed her full on the lips, silencing her as he kissed her fully, sliding his tongue past her lips and down her throat, pulling her tight against him.

After she had gotten over the initial shock of having sex for the first time, Frankie now knew what to do and began to slowly move herself up and down never, pulling away from Ben as he kissed her, moving one of his hands away from her face to her breasts and having groping it, moving his fingers in wide, smooth circles before gently grabbing her nipple and pinching it as hard as he could, mentally smiling when he felt Frankie jump and moan. She was now moving herself up and down more quickly now as she breathed heavily, the pleasure and wonderful feeling now so intense it was all her mind could process at the moment. She knew the most of the ghouls were watching with amusement or jealousy, and this only made her feel more wonderful as Ben gripped her ass tightly, digging his fingers into her flesh and squeezing them as hard as he could. Frankie felt her eyes roll into the back of her head as her pleasure suddenly spiked and she felt her lower half jolt as something spilled out from her all over Ben's member.

"So soon?" she heard Ben joke playfully.

"Sorry," Frankie panted, wiping her brow. "First time and all."

"If it was your first time, how come you didn't full out scream when . . . you know . . ." Ben trailed off.

"I'm made of different body parts, Ben," Frankie smirked. "I just got lucky and got a vagina that already had it broken." she explained. "Do you want me to finish you off?" she asked.

"If you'd like." Ben shrugged, kissing Frankie on the cheek and turning her face as she climbed off of him, his dick sliding out of her pussy now completely drenched in a wet film.

"Dang, ghoul. He got you good." Clawdeen noted as Frankie got down on the bed with her ass in the air. She took Ben's dick in her fingers, ignoring the slime that covered it as she moved it up and down, eliciting a groan from Ben when she put the the tip of her tongue to it and ran it up and down the full length of the pulsing organ. She then took the entire tip of his member in her mouth, surprised to actually find that her own juices tasted rather good; this made her wonder what Ben's might taste like as she wiggled her tongue over the tip before moving her head down slowly, taking in the entire thing until she had managed to take it all in one gulp, the very tip of Ben's dick at the edge of her throat.

It was then that two things happened at once. The first one was that Ben placed a hand on her head and kept her head forced down as she ran her tongue over every available part of his member. The second thing to happen was a pair of delicate and trembling hands set themselves on her ass, giving it a light squeeze before she felt something wet tentatively touch the very edge of her ass hole. Frankie rolled her eyes back as far as they could go to see Jane's head of magenta and indigo locks behind her mint green ass dressed in an oversized T-shirt that Spectra had lent her.

"I-I'm s-sorry," the jungle girl stammered. "Do . . . do you mind?" she asked fearfully.

Unable to answer verbally, Frankie gave Jane a thumbs up and returned her attention back to Ben as Jane worked on her ass hole, lightly licking it and stretching her ass apart as she jammed her tongue in deeper, recoiling slightly at the taste; she would stopped right then and there and politely waited for her turn, but her hormones were going insane right now and this was the only way to quell them for the moment as Frankie bobbed her head up and down on Ben's shaft, her muffled moans getting louder and louder as Jane pleasured her. The jungle girl was doing this to both quell her raging instincts and to move up in the hierarchy that had been established, much like the way chimpanzees used grooming to gain more status in the clan; in this troop however, it was catering to the top ghoul.

"Frankie . . ." Ben warned her as he felt something start to shift inside of him, his dick quickly heating up as something moved inside of it. Frankie merely gave him a seductive smile and remained where she was as Ben shot a load deep into her mouth, a little of it going down her throat while the rest remained in her mouth, pleasuring her brain with a salty taste that she left sit before she let it trickle down her throat; she then slowly removed her head from Ben's dick before giving him one last kiss on the lips as Jane finished off with Frankie and backed a distance away.

"Who's next?" Frankie mumbled, sliding down to the floor, utterly exhausted.

"Whoever it is, you might have to wait a while." Ben sighed happily, his once throbbing member now slightly limp.

"Me!" Venus cried happily, giving Robecca one last kiss on her metallic cheek before the plant monster hopped up onto the bed and cuddled up to next to Ben. "But I think I'll dial in someone else to take your place." she smiled sexily, her fingers edging carefully towards the Omnitrix.

"Be my guest." Ben surrendered as Venus quickly turned the device on and cycled through his roster before selecting the alien she wanted and pressing down on the activation button. He felt his bones liquify and his muscles turn into soup. His fingers and hands melted together into long, elastic tentacles. Ben felt every fiber of his being pulled apart as his face hardened and his organs moved up behind it. A hard casing formed around his organs and face, turning into a hard face plate with black designs on it. He felt the Omnitrix slip inside him as his entire body suddenly turned into a large puddle of water, the face plate floating around in the water.

"Overflow, huh? Interesting, eh, bra?" the Aguadite looked to Venus.

"You mean this bra?" Venus gave him a seductive smile and reached behind her back, her fingers quickly snapping her neon pink bra as she ever so slowly slipped it off of her upper body, teasing Overflow as the bra slid away to reveal her lime green breasts to the world. Somehow, Overflow wasn't surprised by the fact that they were bigger than Frankie's, but he barely got time to notice before Venus was on him, dipping her hands inside of him and planting a kiss on his face mask, her long tongue slipping out past her needle-like fangs as she whipped it over the entire area of the mask before withdrawing it back into her mouth.

She moaned as the Aguadite slithered his liquid body over her more solid form, the soothing waves caressing every part of her body as Overflow suddenly engulfed her, pushing her deep inside of his body and sitting there on the bed as his body pleasured Venus. The plant monster could feel the water around her mouth solidifying slightly into something that could be compared to jello before it forced its way deep into her mouth, slithering down her throat as a similar item forced its way up into her fanged pussy and deep into her tight asshole, tearing her thing from her and spitting it out in a wet spray.

"Isn't she gonna drown?" Vandala cocked an eyebrow, sitting back on an invisible chair in the air.

"Nah, she'll absorb any oxygen she needs through her skin." Clawdeen reassured her. "She's a plant. All she really needs is sunlight, water, and some good soil."

Jane wasn't paying any attention to the conversation as she starred at Venus and Overflow with wide, lavender eyes, a deep blush creeping across her face. She was still nervous about the whole idea of giving up her virginity so soon to anyone, even if that one was Ben. She knew basic biology and knew that sexual intercourse was relatively painful at first for girls before it got better. This made her second guess whether or not she was up to this; maybe she could back out and instead by Ben a nice gift card to a video game store or something?

"Nervous, luv?" Robecca asked, coming from behind the jungle girl and wrapping her bronze arms around her waist; Venus moaned loudly, bubbles surging to Overflow's surface as she cupped her breasts and molested herself.

"Y-yeah." Jane admitted nervously.

"Don't be," Robecca smiled, pecking Jane on the cheek. "Ben will be nice and gentle." she reassured Jane as she smoothed down her black and blue locks that had been ruffled during Venus's attack.

"I'm still not sure . . ." Jane trailed off, her oversized T-shirt feeling much heavier all of a sudden. "Are you certain this is what monster teenagers do for fun?"

"Some," Robecca admitted as Venus suddenly screamed with her pleasure. "You still don't have to do it if you don't want."

"I do!" Jane said quickly. "I'm just . . . scared."

"Afraid it'll hurt, luv?"

"A little." Jane admitted quietly.

Robecca paused for a moment before speaking; Venus was writhing in pleasure as Overflow rolled his waves over her skin, caressing her ever so gently while forcing himself deeper and deeper inside of her, his liquid body easing any pain that might have been there as he jammed his way up Venus's ass while stroking massaging her ass at the same time. Her mind was screaming with delight as Overflow forced his way in her mouth and down her throat while stabbing himself up through her snatch, expanding himself outwards and making himself larger and larger; Venus was practically gagging on the dick the Aguadite had created for her pleasure, her breaths deep and ragged as she came not once, not twice, not even three times as Overflow continued to ram every one of her holes. Overflow's body was now stained a slight yellow with what everyone guessed was Venus's sweet nectar; a quick sip from Robecca, and it was confirmed, though the robot claimed that it would taste "simply smashing" with a hint of ginger.

"How about we go together, luv?" Robecca offered as she licked a finger, savoring the taste.

"Y-your sure you don't mind?" Jane stammered.

"Not at all, luv. For you, I'd do anything." Robecca smiled sweetly, hugging Jane tightly; the jungle girl was well aware of Robecca's breasts pressing into her face as she was hugged, and it took all her willpower to her keep her nosebleed from showing as she shakily returned the hug, her hands cautiously slithering around her ghoulfriend's waist as if she half expected to be suddenly attacked and torn to shreds as her hands came to a stop just barely above Robecca's dark blue panties and gold leggings, her face pressed into her gold colored top.

"Dude, that was gnarly!" Overflow exclaimed as he released his hold on Venus and dropped her back onto the bed, swirling around on himself and the covers and absorbing any left over moisture before the Omnitrix timed out and returned Ben to the world with a rested look on his face and a throbbing boner between his legs; Venus lay on the bed, her eyes rolled up into her bed as she breathed heavily, her tongue lolling out past her lips as Gigi and Spectra helped her up and dragged her across the bed towards a far corner to allow her to rest.

"He's good, isn't he?" Frankie smiled as she crawled up onto the bed next to Venus.

"Oh, yeah . . ." Venus sighed happily, absentmindedly playing with herself as Spectra floated down from the air, sporting the black bra and pair of panties that drove Ben crazy as she rested on her knees in front of him, a bright smile on her face.

"Sorry I forgot your birthday." she apologized.

"Don't be," Ben smiled as he pulled Spectra onto his lap. "I forgot too, so we're even."

"I guess we are," Spectra licked her lips hungrily. "This is for always being there for me. Even when I was a bit of a burden." Before Ben could retort with a witty remark, Spectra leaned forward and lightly pressed her pale, indigo lips to his. Unlike Venus, Spectra was delicate and gentle, as if Ben would break at the slightest gesture as she glided her hands over his hard chest muscles, lightly stroking her hands over them as she carefully pressed her body against his, his throbbing cock against her wet pussy, drawing out a low moan of pleasure escaping both of them as they both fell back on the bed, Spectra taking the opportunity to gently run her tongue over Ben's lips, savoring the surprisingly delicious taste of Frankie's lipstick, before she carefully slid them past Ben's and into his mouth, shivering when Ben did the same and rubbed his hands up and down her pale back, playfully tugging at her bra strap before slithering down to her ass and rubbing slow, delicate circles into her flesh (or lack thereof).

Spectra suddenly broke away from Ben in a fluid transition as she reached behind slowly undid the clasp of her bra, taking the garment off and casting it carelessly aside as her pallid breasts flopped in Ben's face; he grabbed one of them in his firm hands, molesting it as he tentatively started to suck on the other one, running his tongue around in quick, little circles as Spectra's pulse raced and her breathing quickened as she wrapped her arms around Ben's back and pulled him closer, moaning loudly as he continued to pleasure her loudly.

"B-Ben! Fuck me!" Spectra moaned loudly, reaching down with one of her hands to tear her panties to the side before grabbing his thick member in her hand and jamming it inside of her, ignoring the dull pain as her hymen was broken and Ben plunged his full length into her as Spectra screamed with ecstasy as Ben jack hammered her. His hands were groping her ass tightly as she moved herself up in down in time to Ben's rhythm, pulling up when he pulled out and plunging down when he thrust inwards.

"I-I love you!" Spectra managed to gasp, firmly grasping Ben's shoulder with one hand holding his cheek in the other as she kissed him again, a warmth flowing through her as she rode and kissed him, swinging her hips back and forth and grinding herself against him. Before she knew it, she was cumming on him, her fingers digging deep into his brown locks as Ben mumbled something into her lips; it sounded rather urgent, but Spectra didn't care as she forced her tongue back past his lips and down his throat before she felt something suddenly shoot deep into her, making her cry out in surprise as she collapsed against Ben, breathing heavily and utterly exhausted.

"I tried to warn you." Ben said after a few minutes of stunned silence.

"You . . . y-you came . . . in me . . ." Spectra panted.

"He . . . did warn you . . ." Gigi said softly.

"But . . . but . . ." Spectra trailed off, her eyelids starting to droop. Her mind was completely overloaded by her first experience and it was both wonderful and exhausting at the same time. She tried grasp tightly to the last strings of consciousness as her vision became blurry and her muscles started to ache.

"Don't worry," Ben reassured her softly as she drifted off, kissing her forehead. "I've got three wishes up my sleeve." Spectra nodded softly before she became dead to the world and fell asleep on Ben as he carefully ran his fingers through her hair to soothe her slumber a little before he shifted himself and moved Spectra off of him and over to Venus and Frankie as the plant monster rested Spectra's head on her stomach and pulled the covers over her, calmly stroking her head as Nefera slid up next to him, resting her fingers on the Omnitrix.

Ben nodded as the mummy turned the watch on and cycled through the transformations before coming across the one she wanted and pressed down on the activation button as the green light engulfed Ben and changed his form. His skin turned a dark green, patches of it turning bright green as it became soft and stretchable. The feeling of bones vanished all together to instead be replaced by some sort of woody structure that acted as a skeleton. His legs began to twitch violently until they each split in two, becoming long tendrils that would let him skitter and stalk amongst the ground. Two fleshy mounds appeared on either side of Ben's head, pulsing and swelling until they became Venus Flytrap-like flaps with pointed teeth at the ends. His arms became long and rubbery, long fingers forming on each end with fleshy thorns appearing on his elbows, knees, shoulders, and chest. His head retained a similar shape as his eyes molded together into one. A row of spikes formed on his head as a green belt with the Omnitrix on it appeared on his waist, completing the transformation.

"Probably should have seen that coming, bra." Wildvine grinned as Nefera lay down on the bed with a seductive smile on her Nile blue lips, beckoning him closer with a finger as the Florauna slithered his four tendrils towards her, extending his long fingers into limb tentacles as more sprouted from his back. Nefera's sexy smile broadened as four tendrils wrapped themselves around her arms and legs, lifting her up into the air before two of the tendrils bound her arms and legs together, free up the other two to slid and writhe over her black bra and golden and tan striped panties, drawing low moans from Nefera.

A tentacle slithered up to Nefera's face and caressed her cheek gently, slowly tracing itself over her lips before carefully wiggling itself past them and into her mouth, a second tendril copying the first's movements before both of them pried her lips apart, allowing a much thicker tendril to slip past her defenses and give her a good deep throating. Another tendril had made its way down to her panties where they cautiously slipped inside them, carefully poking and prodding her already wet lips, teasing her as she moaned with the vine in her mouth, begging for Wildvine to stop taunting her and start pleasuring her; the Florauna happily obliged as a small tendril wrapped itself tightly around her panties and yanked them aside before a thick vine thrust itself into her without warning, eliciting a surprised moan from Nefera as Wildvine thrust his roots in and out of her, sending out more shoots that tore her bra from her before wrapping themselves tightly around them and squeezing them tightly. Nefera screamed a muffled yell as two vines of considerable thickness stabbed themselves deeply into her ass, a third joining her as a second jammed itself into her dripping pussy, several more wrapping themselves around her waist and and head, the vines around her breasts tightening considerably as her perfectly tanned skin started to redden, her nipples hardening.

"What a slut." Clawdeen shook her head.

"Every ghoul has their preferences," Jinafire said calmly. "But I assume that you would like a similar thing done to you?"

"Does the moon rise and set every night?"

"I thought as much." Jinafire gave a small smile as Nefera shuddered, sum dripping out from her pussy; and yet Wildvine didn't stop as he continued to pleasure the both of them for the next several minutes. Nefera came four more times, each bigger than the last, and still Wildvine kept going, stuffing more vines and roots into her holes whenever possible and tightening his vines as well until Nefera's breasts were a considerable lavender in color.

"Doesn't that hurt?" Gigi wondered, unconsciously holding her own breasts.

Nefera barely shook her head no before the dozens of tentacles plugged into her started going absolutely nuts, jolting and twisting at a rapid pace as Nefera shot upwards, nearly flying free of the tendrils before she was pulled back down to the bed; the roots slowly retreated from her body, carefully unwrapping themselves from her and pulling themselves out of her holes, covered in a thick, sticky, sap. The mummy coughed and hacked for a few seconds as excess sap came flowing out of her mouth and into her hands, her breaths ragged and slow; and yet, she was grinning like an idiot.

"Best experience a ghoul could ever have." she licked her lips.

"You flatter me." Wildvine grinned as the Omnitrix timed out and returned Ben to the world in a flash of green light; Nefera eagerly licked up all of the sweet, sticky sap before kissing Ben on the cheek and resting her head on his shoulder as Clawdeen climbed onto the bed and stalked across the sheets, digging her claws into the bedding; the werewolf wore a tight lavender corset-like bra that was barely concealing her breasts and a pair of black panties with lavender leggings to go along with it.

"Hands off, ghoul," Clawdeen bared her teeth. "You already had your turn. It's my turn to get screwed."

"You make it sound like it's a bad thing." Ben remarked.

"Never said it was," Clawdeen grinned sexily as Nefera slapped her ass on her way to join the other ghouls in waiting. "You just better hope your good." she added, licking her lips slightly. Ben relaxed and lay back as Clawdeen unceremoniously took his entire cock in her mouth, the sharp points of her fangs gently grazing the throbbing organ as she slowly began to bob her head up and down, giving Ben a mischievous look. She swirled her tongue in slow circle around his pulsing cock before she suddenly broke away.

"What's wrong?" Ben asked.

"Nothin'," Clawdeen shrugged. "I just thought that I should enjoy this as well." she replied. Having an idea at what she was talking about, Ben quickly took her lips in his and pulled her close, catching the werewolf off guard before she easily slipped back into the rhythm and wrapped her arms around his neck, pressing his face closer to her as their tongues battled for dominance, neither one giving into the other as Clawdeen ground her ass against Ben's throbbing member.

The werewolf moaned loudly, a low growl reverberating through her throat as she pushed Ben down onto the bed and rested on top of him, breaking away and rearing up long enough for the werewolf to undo the ties to her bra, slowly rocking from side to side as she waved her large breasts in Ben's face, a grin crossing her face when he saw his delighted expression. "You like 'em, don'tcha?" she smirked with her arms behind her head when Ben suddenly grabbed them in his hands and heavily groped them, gently pulling Clawdeen back down as he ran his tongue over her already hardened nipples, molesting one of her breasts and pinching the tight nipple as he licked the area between her breasts.

Clawdeen gasped with surprise as Ben pleasured her, her breathing becoming quick and ragged as her tongue lolled out of her mouth, a thin line of drool escaping her lips as Ben sucked on one of her rock hard nipples. Despite having pleasured all of the girls prior to her beyond their wildest dreams, she had still put him in doubt, only believing he would be able to pleasure her for a few minutes at most before he was done. Now, she was having second and maybe even third thoughts to this as Ben easily transitioned from her cleavage to her ass, rubbing large, soft circles into her flesh as he occasionally teased her with her own panties; as much as Clawdeen hated to admit it so soon, he knew how to drive a ghoul absolutely crazy.

"Screw it!" she suddenly cried. "You are too good at this!" Ben watched with a slight smirk as Clawdeen tore off her panties for him planted his throbbing dick inside of her without a second thought. What really drove him wild though was that she had skipped her dripping pussy altogether and jammed his thick member right up her ass, letting out a long, low howl as she felt Ben inside of her. It was only when Clawdeen began to bite Ben did he and the ghouls start to worry slightly; the werewolf's eyes were no long a deep hazel on gold, but now a blood red reduced to mere slights as her fangs and claws seemed to get longer and sharper as Clawdeen almost painfully slammed her ass down on Ben, driving his cock deeper and deeper into her with every thrust of her hips; the more sensitive of the ghouls flinched on every thrust, horrid images of Ben's manhood being driven up through Clawdeen's organs plaguing their mind as Clawdeen seemed to drive herself more and more insane.

"Is she okay?" Jane asked fearfully.

"I'm not so sure, luv," Robecca's copper eyebrows pinched together as her lips flipped down into a concerned frown. "I do believe she'd lost it."

"Should we do something?" Whisp wondered. "Because, just for the record, I'd like a turn too."

"I believe Ben has it under control." Jinafire reassured them as the rustling of sheets and covers caught the ghouls attention; Ben had gained the upper hand on Clawdeen and had managed to pin her to the bed, her blistering red asshole dripping with cum as Ben glared at her.

"Enough is enough," he snarled. "You've had your fun, now behave!" he snapped; Clawdeen's feral growling ceased immediately.

"I like a man who knows how to rein in his pack." she grinned.

"You mean . . ." Ben started before he groaned and slapped himself upside the head.

"Yup," Clawdeen's smile broadened. "I was playing the whole time."

"Geez, mate, didn't that shiver your timbers?" Vandala cocked an eyebrow.

"If you're asking if that hurt, then absolutely." Clawdeen confirmed, hissing painfully as she sat up. "Sphinx, I'm gonna be feelin' that for a while."

"Just for the record, it was not my fault in any way." Ben stated as Clawdeen dragged herself over to the others and lay down on the covers with her red ass in the air and her face stuffed into the covers. "Alright, who's my next victim?" Ben joked, wishing he could take the comment back when Jane fearfully hid behind Robecca until the robot explained the joke to her while Whisp eagerly bounced up onto the bed.

"I take it you're ne-" Ben never got to finish his sentence as Whisp smashed her lips into his his and thrust her tongue into his mouth, swirling it around with out shame as she grabbed his wrist in her hand and planted it right inside her bra while she reached for the Omnitrix with the other hand, turning the watch on and selecting a random alien before she pressed down on the activation button. His skinny figure suddenly swelled as hundreds of muscles piled on top of each other, sending his growing form upwards until he was more than twice as tall as his previous self. His fingers pulsed as thick veins appeared on his arms, sending alien blood through them. A second pair of eyes appeared above his own and every hair on his head disappeared. A short beard appeared on his chin that ran up to his disappearing earlobes as his jaw jutted out. Suddenly, a second pair of smaller arms burst out from under his own, still just fresh muscle and bone. Jane felt like she was going to be sick until rough, red, skin covered them. Ben's toes melded into two large claws as a row of small spikes appeared on his head and shoulders. A black undershirt with a green stripe down the middle as a pair of black pants appeared as two pairs of black fingerless gloves came out of nowhere on his large hands, finishing the transformation.

"This could be a problem." Gigi bit her lip nervously as she watched her sister literally drool over the massively muscled Tetramand underneath her; Whisp's entire frame easily fit onto his concrete abs as the bed bent slightly under Four Arms's weight.

"Not too sure about that, mate," Vandala grinned. "Whisp seems to like it."

Indeed, the ex-shadow genie seemed to be lusting for the Tetramand's dick as she sank her nails into the cloth of his tight, black pants and yanked them downwards to reveal a gigantic, thick, blood red dick that was as thick around as a PVC pipe and longer than a ruler. Maybe even two.

"I shudder to think what she would do if she picked a bigger alien." Jinafire shivered.

Whisp either ignored or didn't hear the ghouls talking as she wrapped the throbbing organ in both of her hands started to slide up and down its entire length. She surprised to say the least; the gigantic cock in her hands was as hard as concrete in her fingers, and even if she used both hands, they didn't even touch each other. She promptly stuck out her tongue and ran it up the entire length of the massive shaft, her heart racing as she came to the tip and swirled her tongue around in tight circles, drawing out a low moan from Four Arms as she wrapped her lips around the head and moved downwards, her mouth stretched to the limit before she even got one eighth of the way there, it was so thick and hard. Whisp didn't let this stop her as she merely snapped her fingers, her jaw suddenly unhinging like a snake's as she then took whatever else of the throbbing organ she could, reaching about halfway before she could go no further as she swirled her tongue around every available part and deep throated the massive cock in her hands as hard as she could.

After a few minutes of this, Whisp slid the gigantic dick out of her mouth, gasping for a little air as she undid her bra and tossed it over her shoulder before climbing onto Four Arms and kissing him on the cheek, giggling slightly when the Tetramand grabbed her thighs with his four, large hands and positioned her over his fully erect member, waiting for the signal. "Drop away, Ben! I can't wait any longer!" Whisp cried eagerly.

"You're sure?" Four Arms cocked an eyebrow. "Because, as a fair warning, this is probably going to really hurt."

"Who cares!?" Whisp laughed. Four Arms shrugged his shoulders before letting Whisp drop down onto his massive cock; the following scream echoed throughout the entire house, all the windows shattering as car alarms beeped loudly outside, clouds of bats and birds flying free from the trees as werewolves howled in the distance; the ghouls all quickly covered their ears, Spectra being jolted awake before she clapped her hands over her pounding ear drums.

Whisp had rivers of tears streaming down her face as she was breathing heavily, her heart hammering in her chest and her pulse racing; Four Arms grabbed hold of her legs and made a move to pull her off, but Whisp stopped him with a quick gesture of her hand, beckoning the Tetramand to come closer. Four Arms did as he was told and bent himself forward, not even flinching when Whisp threw her arms around him, resting her head against his shoulder and sobbing slightly as the Tetramand held her. "Are you okay?" he asked after a while.

"Y-yeah," Whisp shuddered. "J-just hurts a l-l-little." she admitted before sliding down his large member a little an blinking through the tears that stained her eyes.

"Stop," Four Arms frowned, grabbing hold of her legs again. "You're hurting yourself."

"No, I'm not," Whisp argued, edging down his cock some more. "Now shut the Sphinx up and let me do this." Four Arms didn't dare argue as she took the whole thing within her, sliding down inch by inch until his entire dick was inside of her, a noticeable bulge in her gut area. After a few seconds of waiting, Whisp slowly began to move up and down in slow, but short movements so that it looked like she was shimming on his thick pole, her eyes already edging towards the back of her skull as she pumped her frail body up and down. After a while, Four Arms took over and grabbed her legs in his four, meaty hands once more, moving her up and down at a nice slow pace as Whisp moaned with pleasure and drooled slightly.

"Ugh . . . Whisp?" Four Arms grunted, gritting his teeth as if he were holding back. "I'm gonna-"

"Do it!" Whisp panted with pleasure. "Don't pull out!"

"But-" Four Arms started.

"DON'T!" Whisp moaned loudly, practically screaming again. Four Arms didn't argue again and pinned down Whisp to his cock as hard as he could just as he came quick and hard; the ghouls all braced themselves, shoving their fingers deep into her ears as Whisp went limp, her eyes rolling into the back of her head as her body jolted upwards, as thick and creamy cum shot up into her like a fire hose, never stopping and coming quick and fast as Whisp's belly started to blow up like a pufferfish until it looked like she had swallowed a casketball.

"You okay?" Four Arms asked as he pulled out of Whisp and hauled her up onto his lap, looking over the genie with concern.

"Mmmm. Never better." Whisp sighed happily, resting her head on his chest and wrapping her arms around him tightly. "Just imagine when we're married." she moaned; Four Arms immediately blanked at the sheer thought of not only be married to Whisp but at least a dozen more ghouls in the very possibly near future. Most men would have run away screaming at such a thought, not wanting to be tied down so quickly and to so many girls at the same time, but Ben was not most men. While the idea was a little uncomfortable with him for the moment, it wasn't something he was afraid of.

"Can't wait." Four Arms chuckled as Whisp crawled off of him and set her bare feet onto the floor, hauling herself up and resting a hand on her bloated belly.

"Doesn't that hurt?" Gigi wondered walked up to her sister and gently poking her expanded stomach.

"Not really." Whisp replied as Venus and Nefera came over for a closer examination. "Really it just feels weird." she smiled sleepily as Gigi rested a hand on her belly and carefully rubbed slow, smooth circles over her faded, pink skin; Whisp stiffened for a moment, moaning slightly as she took Gigi's head in her hands and kissed her gently on the cheek, hugging her sleepily as Gigi carefully applied pressure to her bloated belly.

What followed was something similar to a dozen water balloons filled with white paint exploding all over the place as Whisp suddenly exploded, white, hot cum pouring out of her wet pussy and all over Venus and Nefera, drenching them in the stuff when they were unable to move out of the way fast enough. Whisp was breathing heavily as the last bit of cum dripped out of her and to the floor as Nefera and Venus wiped the cum off their face, giving it cautious licks before taking to cleaning up Whisp, Venus sliding her long, whip-like tongue deep inside of her pussy and cleaning her from the inside out as Nefera lapped up whatever was left. While a tad uncomfortable with how the two ghouls were handling the situation, Gigi kept Whisp steady, easing her back onto the bed and letting her sister rest on her until Venus and Nefera were finally done.

It was then that Gigi realized that Whisp had fallen asleep on her.

"Gigi, you clever ghoul," Venus grinned, wiping her lips. "Never knew you had it in you."

"What?" Gigi wondered, absolutely confused.

"Try to move her." Venus suggested with a smirk that made the genie extremely uncomfortable. Gigi did as she was told and gently tried to move Whisp off of her, carefully lifting her head off of her shoulders and removing Whisp's arm from around her. Whisp mumbled something in her sleep, stirring slightly as she unconsciously wrapped her arms tighter around Gigi and held her tight, resting her head on Gigi's cleavage before falling still again.

"If it makes you feel better, royals often married their relatives," Nefera consoled Gigi as she wrung out her cum soaked hair. "They normally contracted genetic diseases, but seeing as you're both genies, I don't think you'll have that issue."

"I do not have a crush on my own sister!" Gigi hissed quietly.

"Are you sure? Because my second cousin and-" Nefera started before Four Arms threw her a warning look; the mummy decided to clam up then and merely settled for shrugging and giving Whisp a quick kiss on the forehead before climbing back onto the bed and back towards the others ghouls.

"I think she's mistaken you for someone else." Venus whispered.

"Who?" Gigi asked, wincing slightly as Whisp buried her face deeper into her breasts.

"Me? Jane?" Venus shrugged. "I dunno. All I can say is that we had a few wild nights in the future once we convinced Jane to join us."

"Well how do I get her off of me?" Gigi asked; Whisp was slowly groping her breasts in her sleep and as much as Gigi hated to admit it, she was starting to become aroused as her own sister pleasured her.

"I think I got it covered." Four Arms grunted as he shifted himself closer and grabbed hold of Whisp in two of his meaty hands before slowly and carefully prying Whisp's arms off of Gigi with the other two as the Tetramand pulled the sleeping genie close into his chest. Whisp quickly curled up into a fetal position, nestling her head into the Tetramand's soft yet incredibly firm muscles as Four Arms moved her to the other side of the bed and set her down in the middle of the waiting ghouls; immediately she started to stir like a baby who had had their favorite blanket or stuffed animal taken away from them in their sleep before she latched onto the first ghoul within range of her grasping fingers, which just happened to be Nefera, and clung on as tightly as she could without waking up once. Nefera didn't dare move as Whisp made herself more comfortable on the mummy's smooth belly and large breasts.

"I was getting kinda tired anyway." Nefera sighed as Spectra pulled the sheets up around the three of them and promptly fell back asleep, still worn out from her early experience with Ben.

"Who's next?" Four Arms asked as the Omnitrix timed out and reverted the Tetramand back into Ben with a flash of bright green light. Gigi shivered for a few minutes before crawling close to Ben, moving slow and cautiously as if she expected Ben to suddenly attack her and tear her to pieces; Ben remained placid and merely reclined back onto the bed with a slightly confused look on his face.

"You sure about this Gigi?" he asked as the genie crawled up beside him. "Because, to be honest, you were the last ghoul I pictured to be in this sort of situation with me."

"Y-yes." Gigi nodded jitterly. "It's just that . . . that . . . that . . ." Gigi choked up, her cheeks turning a bright red. "Oh, ghoul this is hard to say." she cursed under her breath.

"Gigi, do you like me?" Ben asked after a few awkward moments.

"What? No! I don't- what I mean is . . . I-I-I-" Gigi stammered, fumbling over her words until Ben suddenly leaned forward and kissed her lightly on the cheek, giving her a light hug and gently pulling her into his strong embrace.

"T-thanks." Gigi shivered once she was in Ben's arms, resting her head in the crook of his neck as she wrapped an arm protectively across his chest. "I needed that."

"Any time," Ben gave a small smile, resting a hand on her head and running his fingers through her pink locks. "Ready whenever you are."

"To be honest, this is my first time," Gigi bit her lip. "I haven't had much experience, considering I've been trapped in a lamp for a thousand years. Unless you count the couple occasions Whisp drank a little too much wine . . ."

"I'm not sure if I should know about that." Ben murmured. "But I'll start us off." he added, lifting up Gigi's head to face him as he bent his head down to lightly kiss her sweet lips, waiting patiently as Gigi rose up and threw her arms around his neck, sliding her body against his. She moaned slightly as she traced her tongue against Ben's lips, tasting the different flavors of the other ghoul's lip stick as she rubbed her damp slit against Ben's hard dick; Gigi was wearing gold braces on her arms and wrists with fishnetted, fingerless gloves and a lose, skimpy bra that was bright pink on one half and light blue on the other with a dark, black thong around her hips. What really turned Ben on at the moment was the dark pink scorpion tattoo on Gigi's alluring breasts.

Gigi gave a muffled yelp of surprise when she felt Ben's fingers smoothly run up her arm before jumping across to her left breast slowly molest her gently, a sleepy moan escaping from Gigi as she went slightly limp in Ben's hands, letting him guide her down to the bed where he rested her head on a pillow and lay on top of her, slowly breaking away from her and lightly kissing her neck all the way down to her cleavage, gently kissing her average sized breasts as Gigi shivered with pleasure. She remained in this state of unknown pleasure as Ben undid her skimpy bra and slid off over her head, kissing her once more as he squeezed her right breast nice and tight, an even louder moan drawing out over Gigi's lips. She was in heaven as Ben gently bit down on one of her breasts, lightly digging his teeth into her flesh before he suddenly viciously attacked her rock hard nipple, slathering it in his tongue before sucking on it; Gigi responded by digging her fingers into his scalp and smashing his face into her boob, moaning louder and louder as Ben was forced to bite down harder and harder on the tail of the scorpion tattoo that curled around her breast.

"I . . . I . . . oh, ghoul . . ." Gigi panted as Ben licked the area between her cleavage and traced his tongue down her smooth belly, rubbing his hands up and down her sides as he slowly slid her thong off of her, not even bothering to slip it off both of her legs before Gigi grabbed his head againa and shoved his face into her wet snatch, moaning louder than ever as Ben's tongue slipped out from his mouth and into her wet snatch. He slid his tongue up the entire, pink slit, driving his tongue deep inside of Gigi as he placed his hands on her thighs and pushed her legs apart, allowing a bigger entrance he quickly wiggled his tongue back and forth like it a rattle; Gigi's breath caught in her throat as she shoved Ben's head deeper into her, wanting for him to stop torturing her while wishing this sensation would never stop at the same time. It was driving her to the brink insanity as Ben darted his tongue in and out of her like he was a snake before he quickly swirled his tongue around in a tight circle and sucked up the last of her juices before driving two of his fingers into her, drawing a sudden gasp from Gigi as he slowly fingered her, moving his fingers in and out of her at a slow pace as Gigi grabbed his head into her hands and smashed her lips to his, thrusting her tongue deep into his mouth as Ben shoved his entire hand into her wet snatch, nearly making Gigi faint before he slowly slid it out, a small smile on his face as he looked at Gigi's expression.

"Ready?" Ben asked.

"Aaah . . . f-fu . . . ahhhh!" Gigi moaned loudly, begging for Ben to enter her once more and make her a woman for good.

"If you say so, G," Ben smiled, slithering his hands around her back and pulling her close, his throbbing dick at the entrance of her soaked pussy. "It might hurt though."

"FUCK!" Gigi swore loudly as she yanked Ben's hair, his lower half shooting deep into her on reflex. Once he got over the dull pain in his head, Ben swore Gigi had died just in front of him, she wasn't moving. Her eyes were blank and empty as her chest thankfully pumped up and down as Ben slowly pushed deeper and deeper into her, wondering just how far it was until he hit her barrier when he finally came across it.

"This is it, Gigi." Ben warned her. "You can back out anytime you want to."

"FUCK!" Gigi cried even louder than before; Ben wasn't quite sure what was going on with her at the moment as he shrugged and rammed his mandhood right through the barrier as Gigi screamed like a banshee. Clawdeen howled, clutching her sensitive ears with her claws as tears streamed from Gigi's eyes, deep breaths rattling her body as she got use to the dull pain between her legs; neither Spectra, Nefera, or Whisp had even stirred as Gigi slowly began to move herself up and down at a nice, steady pace, hugging Ben tightly as she rested her head on his chest as Ben gently shoved his cock in and out of her while holding her close. To him, she was fragile and fickle sort of thing that could either be your greatest treasure or your worst trash. To him, she was priceless, a diamond in the rough in his hands that he had to protect at all costs.

Gigi was beyond heaven right now. She doubted there was some place better than heaven, but if there was, she had found it. Maybe it was just the fact that this was her first time having sex with anyone. Maybe it was the fact that she was nice and warm with the people she held dearly all around her. But it was mostly likely due to the fact that Ben had made this all possible not because he wanted to, but because she wanted to. He had been delicate with her as she had requested and had done nothing but please her he ran his thick cock in and out of her fragile pussy, her levels of pleasure spiking every time he hit the end of her passage.

"I love you, Ben." she moaned lustfully.

"I love you, too." Ben moaned, taking her lips in his once more. Neither of them even noticed when the other came at the same time, Ben shooting his load deep inside of Gigi as she came all over his member, falling limp in his arms, completely drained of all energy; Ben didn't mind though as he slid his member out of her and kissed her forehead as Frankie and and Clawdeen took her over to them. Ben barely had any time to react when he saw suddenly tackled from behind, a long, slender tail wrapping around his chest as a long, pointed tongue slithered around his neck and collarbone area.

"So soon, Lilith?" Ben asked without even looking behind him; and from the feeling he was getting in his back, and the continuous squishing sound, the girl-turned-monster hadn't even bothered to wear anything like the other ghouls. Then again, she most likely couldn't considering she was still living off of the old clothes Ben's ghouls had given her, none of which included any panties or bras. Not that Ben minded at this point.

"Thrill me, Hot Stuff." Lilith grinned before quickly kissing him on the cheek and swooping down towards his limp dick, swallowing the whole thing without trouble as she licked both his seed and Gigi's juices off of it without any qualms and quickly started to deep throat it easily, a noticeable bulge in her throat as she swallow his dick.

"Geez, she must've been hankerin' fer him fer a while." Vandala mused.

"She does seem to be enjoying herself." Jinaifre noted. "I wonder what she will have Ben do to her."

Jinafire didn't have to wait much longer to find out what before Ben suddenly came, shooting his load into Lilith's mouth; she swallowed it easily, licking her lips and purring as she pushed Ben down onto the bed and mounted him, stuffing his thick cock deep into her and moaning loudly as she swung her hips back and forth, grinding her ass into him and screaming with pleasure when his cock rubbed against just the right spot, eliciting sweet, pussy juices from Lilith as she quickly came and withdrew from him. Before Ben even knew what she was doing, Lilith crawled over to Ben's head and set herself down on his face so that his mouth was positioned directly beneath her pussy; Ben took the hint and began to licking, lapping up all of Lilith's juices and driving her tongue deep into her as Lilith bit her tail to keep her voice down while she molested one of her breasts with one hand and massaged her juicy ass with the other, driving two fingers into her asshole without qualm.

"Is she okay?" Jane asked fearfully.

"Fine, luv," Robecca shrugged it off. "I think she's just been a little deprived is all."

"A-are you sure? No one else was like this." Jane noted.

"I don't know what she's thinking, luv," Robecca sighed. "I think she's still getting use to the fact that she's a monster. According to Ben, the transformation is supposed to last a week, two in Van Hellscream's case, but I'm not sure she even cares anymore. For all we know, she could want to be a monster forever."

"Is that bad?" Jane asked.

Robecca shrugged again. "I'm not too sure, luv. Why don't you just play with me until it's our turn, hmm? How's that sound?"

Jane blushed a furious red, half wishing she could just hide inside the T-shirt that hung over her entire body like a poncho; the changes quickly began as she suddenly began to shrink, her bones cracking and grinding against one another as her skin became lose like a paper bag that hung over her skeleton. With a loud snap! the skin came back into place, only now it was more pebbly in texture and mottled lavender with dark purple blotches. Her face pushed outwards as her jaws lengthened and her teeth became tiny and dagger-like, her eyes widening as they rotated to clear opposite sides of her head and turned a golden yellow. Every last strand of hair vanished as it was sucked into her body and her fingernails extended into dark, curved claws. A long, reptilian tail whipped out from the base of her spine as her knees rolled up her legs and her ankles bent in two, creating another joint as her toes grew longer and tipped with claws.

Robecca wasn't fazed in the slightest as she picked up the T-shirt and wadded it up before delicately picking up the little lizard in her bronze fingers and brought it up to her face, holding the small reptile firmly as it wriggled around in her grip, incredibly frightened and scared; Robecca kept her fingers firm and lightly kissed the lizard on the head, setting it down on her lap as the reptile suddenly trembled and shook before changing back into Jane in a whirl of purple.

"C'mon, luv," Robecca soothed the jittery jungle girl. "You need to relax a little."

"S-sorry." Jane apologized. "I-it's just that I d-don't deserve someone as pretty as you."

"Stop that," Robecca scolded her, sitting her up on her lap. "I don't want to hear anymore of this bloody nonsense about you not be worthy or anything. I don't care what everyone else thinks, but I love you, Venus loves you, Ben loves, Sphinx, even Whisp might have a thing for ya."

"But . . ." Jane trailed off, gesturing to her completely bare body; she yelped and quickly grabbed the T-shirt and slipped it back over her body, hugging herself. "I'm not . . ."

"As busty as the others?" Robecca supplemented the words.

"If you must be crude." Jane sighed.

"Look, mate, Ben picked you for reason over tons of other ghouls that have been fawning all over him," Robecca started. "Sure, having a ghoul with large breasts or a big ass might have its perks, but Ben didn't pick you for those. He didn't pick you for your shape-shifting ability. Sphinx, he didn't even pick you because he felt sorry for you. He picked you, took you in, because he loves you dearly and won't let any harm come to you. If that means he has to give up on large breasts, big asses, or even slug anyone who disagrees, then so be it. He won't throw you away like yesterday's trash, and neither will we."

Jane processed this bit of information, ignoring Lilith's loud moans as Ben turned her over into a missionary position, ramming his thick rod into her ass as she had requested; Jane was still unsure of whether everything Robecca had said. After all, she had no idea how monster teenagers behaved, and this bothered her incredibly. At least with animals, you had an idea at what their standard behavior would be, whether they would be mischievous or elusive, curious or easily angered; teenagers didn't seem to have any standard set of behaviors that she could depend on, always different each day.

"Sorry." Jane apologized.

"You really need to stop apologizing, luv." Robecca gave a smile, kissing Jane on the cheek and pulling her into a hug. "And while we're at it, we should get you some underwear."

"I had some," Jane insisted. "But they disappeared yesterday."

"That means either Heath, Invisibilly, or Porter was here." Robecca mused.

"Why suspect all the guys?" Jane asked.

"I'm not saying they're the only suspects," Robecca shrugged. "For all we know, Whisp could be the culprit. And now that I say that out loud, she probably is responsible." she admitted as Lilith forced Ben's face into her cleavage.

"She must be really enjoying herself." Jinafire noted.

"I still don't get why you wanted a piece of Frankie's ass, mate." Vandala wondered to Jane.

"I . . . couldn't help myself," Jane admitted. "It was just so huge and beautiful!"

"Aw, thanks." Frankie smiled from the bed. "But I think I'll stick to guys, Jane."

"Understood." the jungle girl shrugged as Lilith moaned for the final time and forcefully kissed Ben again, sliding her long tongue into his mouth and down his throat with ease as she fingered her ass one last time before she actually jammed her entire hand inside of her and had to have Clawdeen and Venus pull her off of Ben before she overstayed her turn.

"Aww!" Lilith pouted.

"If you want, I can finish you off." Venus offered, sliding her long, whip-like tongue out of her mouth to lick her lips.

"Please do." Lilith grinned sexily, lying down on the bed as Venus set to work.

"I swear, she's more of a sex monster than a Jersey Devil." Ben muttered as Whisp shifted her sleep and absentmindedly groped Nefera's breast heavily.

"The thought is not unlikely," Jinafire admitted as she crawled onto the bed and to Ben's side. "Now it is my turn."

"Do what ya like," Ben shrugged. "But you might wanna chose an alien, because I don't think it's gonna be ready for a while." Ben pointed towards his limp dick.

"Very well," said Jinafire. "Any suggestions?"

"Not really. It's your choice." Ben said as Jinafire nodded and took hold of his left wrist, turning the Omnitrix on and cycling through the roster for a little bit before she came across a suitable transformation and slapped the activation button. His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, causing Spectra to yelp in surprise. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance. His toes melted into two digits that resembled claws as his eyes turned bright yellow.

"Why is that all my original aliens seem to be getting all the action?" Heatblast wondered as Jinafire fearlessly let her body rest against his magma rock skin, not fazed in the slightest as flames danced around the Pyronite's head and threatened to set fire to anything within range that he couldn't concentrate on not burning. Regardless, Jinafire took his rocky cock in her hands, curling her fingers around the thick rod as she moved her hand up and down in a pumping motion as she wrapped her tail around the Pyronite and let her long, reptilian tongue slither out past her lips and lick Heatblast's cheek and face.

"You sure you haven't done this before?" the Pyronite rasped, closing his eyes as Jinafire twisted his dick around a little, massaging the rough, hard rocks that covered his thick cock.

"I assure you I have not." Jinafire smiled as she lightly kissed Heatblast's cheek, a trail of steam rising from his face as the moisture instantly evaporated.

"Sure you haven't." Heatblast moaned sarcastically. "And I didn't just change into a living fireplace."

"As you Scarmericans would say, 'Whatever'." Jinafire smiled before she pushed Ben down to the bed and climbed on top of him with her ass in his face as she placed her lips over the tip of his cock and wrapped her long tongue around it, slithering it up and down in a corkscrew fashion as she slipped it inside of her mouth; she could feel shivers traveling up her spine as Heatblast played with her ass cheeks, rubbing large, slow circles into her flesh as he pushed aside her gold panties and darted his fiery tongue inside of her, eliciting a low moan from the dragon as she worked; Lilith's screams of pleasure got louder and louder as Venus slithered her long tongue deep inside of her pussy before jamming it up her asshole without fear.

"Voltage, you're good." Heatblast moaned into Jinafire's slit.

"You as well." Jinafire groaned as she gave Heatblast's cock one last lick before climbing up and turning around to face the Pyronite as she lowered herself down to his glowing member. "Now let us make sure you are still worthy to be my lover." she smiled sexily as she undid her bra and lowered herself even further until Heatblast's pulsing organ was inside of her. During the entire time, she didn't say a word or make a sound, not even when she forced his dick through her barrier, the only sign of pain that let show through being a slight shudder.

"You are quite large." Jinafire noted.

"So I've been told." Heatblast grinned as Jinafire began to slowly move up and down on him, twisting her hips around and around in a circle to increase the pleasure for the both of them. She ground her ass against him, her thick scales acting like armor to protect herself from the blazing flames. Jinafire groaned as she pumped herself up and down on Heatblast's thick member, molesting her breasts as she slithered her long tongue out past her lips to caress her hardening nipples. Her tail winding itself around Heatblast's strong chest and constricting itself as she pleasured herself.

Lilith could not believe any monster could have such a long, strong tongue at their beck and call as Venus skillfully rammed and twisted her tongue inside of Lilith's ass, making the Jersey Devil jolt with every thrust. Ghoul, she must be able to pleasure herself for hours on end, Lilith thought as Venus rotated her body to rest on top of Lilith's without removing her tongue, so that her own, dripping pussy was resting right in front of Lilith's face, waiting to be played with; this brought back some disturbing memories to Lilith, of how Venus had forced her to pleasure her after finding Lilith in their bed when Ben brought her home. A shiver passed up her spine, and not just because Venus had taken to driving two of her fingers into Lilith's pussy.

Come on Lilith, you're a Van Hellscream! she berated herself. No, you're better than that. You're not a Van Hellscream, you're a . . . a . . . a monster. And the funny thing was that she didn't feel the slightest bit disgusted in this fact as she fearlessly let her own long, whip-like tail snake out past her lips and trace itself over the little fangs that dotted the front folds of Venus's pussy, eliciting a muffled moan form the plant monster as Lilith then drove her long tongue deep inside of Venus, powering up and through her folds with ease as she fondled with her ass, the tips of her claws just barely touching her asshole. She would have gone further had Venus not given a sudden yelp and rolled out of the way, taking Lilith with her as a jet of flame shot through the spot where they had been moments before and exploded into the wall behind them, leaving a large scorch mark.

"That was close." Venus breathed with relief, wiping her lips before she realized where she and Lilith were. During their quick escapade, Venus had inadvertently fallen on top of Lilith, both of their long tongues being torn out of each other's holes when they had somehow managed to flip over and land face to face, their breasts mashed together.

"Uh . . ." Lilith gulped nervously, not sure if this was her fault or not.

"Welcome to the family, Lilith." Venus grinned sexily before suddenly smashing her lips to Lilith's and driving her long, snake-like tongue down her throat, savoring the taste of her lip stick mixing with the remnants of Lilith's juices on her tongue.

Lilith was both in a state of shock and pleasure as Venus feverishly kissed her, taking her head into her hands as she ground her chest to her own and rubbed their pussies together. Just days ago, this girl could not stand the sight of her and had sent her through an extremely uncomfortable trial before developing a mutual respect for her. Now, she couldn't seem to keep her hands off of her, making out with Lilith as if she were Robecca or Jane; not that she wasn't enjoying herself. She still aroused to an extreme measure, and Venus was more than willingly to help her quell it. So it came as qutie a surprise to Lilith when she found herself sobbing a few tears of joy as she deeply returned the kiss, throwing her arms over Venus's neck and sliding her own tongue past Venus's fangs without incident.

"Glad that issues been solved." Robecca smiled as Jinafire finished off, giving a loud hiss as she finally came and climbed off of Heatblast to give him one last kiss as the Omnitrix timed out and returned Ben to the world; Vandala floated down from the ceiling, unbuttoning her captain's jacket to reveal that she hadn't bothered to wear a single thing like Jane had been unfortunate enough to.

"Came prepared I see." Ben grinned.

"Aye, matey!" Vandala laughed as she cast the coat aside and came to rest on her knees in front of Ben. "Now lets see if ya can shiver me timbers!"

"Again with the pirate thing, huh?" Ben smiled.

"Aye, me hearty! As of now, I am yer personal wench." Vandala smiled as she bent down and tentatively licked the tip of Ben's hardening dick, becoming more and more confident in her work until she took the entire thing in her mouth, sliding her lips up and down over his pulsing member; in a way, it wasn't that different than the time she and her crew had encountered a Kraken in the Scaribbean during one of her few trips to the Monster World before she had ever met Ben; long story short, her crew had been scattered into their basic parts and the Salty Spectre had been trashed almost beyond compare. What made things worse though, was that Vandala had soon quickly become a victim of the Kraken's tentacles, being forced to suck on them as well as have them stuffed into her holes before Aye had managed to talk some since into what actually happened to be his distantly related cousin and get him to release her.

She ignored this fact however and kept the act up, swirling her tongue around and around as she slowly slipped two of her fingers into her slit, fingering herself and moaning softly as she did, not even flinching once when Ben grabbed her head and forced it all the way down on his dick, Vandala nearly gagging with surprise before throwing Ben a slightly confused look; she shrugged and gave his cock one last suck before sliding her head off, quickly twisting her tongue around the tip before departing all the way.

"Ready, ye scallywag?" she grinned.

"Arrrrrrr!" Ben laughed.

"Spoken like a true pirate, mate!" Vandala smiled. "Now show me how ye treat yer booty!" she commanded as she scooted towards him and kissed him on the cheek before Ben took advantage of the fact that she was waving her shimmering, blue breasts in his face and took them both in his hands, molesting each of them separately as he swirled his tongue in the area between them and sucked on her diamond hard nipples, eliciting a deep moan that sounded like the roar of the ocean from Vandala as she dug her fingers into Ben's scalp and shoved his head deeper into her cleavage; before Ben knew what was happening, Vandala had mounted him and stabbed his manhood deep inside of her, moaning all the louder as she felt his thick member inside of her. That was when she realized that it felt bigger than it should have.

"I'm inside your ass, aren't I?" Ben asked, his voice muffled in her cleavage.

"It would seem so, mate." Vandala agreed.

"You wanna stop?"

"Fuck no!" Vandala laughed as she furiously pumped herself up and down on Ben's cock, her breasts flopping up and down in Ben's face as he sucked on them one last time before moving his hands down to her ass, gripping it tightly with his fingers and rubbing large, slow circles into her flesh. Vandala moaned and groaned as he pleasured her, ramming and shoving his member inside of her without mercy.

"Kiss me, you more than seaworthy brine!" Vadnala cried furiously, grabbing Ben's face in her hands and smashing her lips into his his, driving her tongue past his lips and over his teeth. Ben returned the favor, digging his fingers into her long locks and shoving his own tongue into her mouth, moans escaping the both of them as they fought for dominance while Ben continued to ram and batter Vandala's ass until a familiar feeling ebbed through his body and Vandala suddenly jolted as they both came at the same time, Vandala breathing hard as she rested against his frame and kissed his neck.

"You're good." Vandala sighed happily, kissing Ben on the cheek again. "Anytime ya want a crack at me ship, ye just lemme know, alright mate?"

"I just might take you up on that offer." Ben smiled as Vandala climbed off of him and took hold his cock in one hand, cum dripping over her fingers as she then stuffed it inside of her dripping pussy and sighed happily, resting back against Ben.

"What was that about?" Ben asked.

"I know yer probably gonna wish this kinda stuff wouldn't occur just yet, mate," Vandala smiled. "But I guess I've always wanted a little cabin boy or girl to call me own. Even if I am just sixteen."

"You'll have to wait a little while," Ben told her with a smile. "But I'm sure I can make that happen." he added, kissing Vandala on the forehead as she slid off of him and rested on the bed next to Gigi.

"Got enough left in the tank for us, luv?" Robecca smiled as she climbed onto the bed and gestured for Jane to follow her; the jungle girl did so cautiously, creeping across the sheets with her head bowed low to the bed and her ass in the air as her T-shirt slipped off enough to expose her lower half; she didn't dare look Ben in the eyes as she came to a stop at his feet.

"Is this normal for her?" Ben whispered to Robecca.

"I'm not too sure, luv." Robecca replied.

"Customary harem behavior," Jane muffled into the sheets. "The lowest members of the harem never look at the Alpha, never talk to the Alpha, and never respond to the Alpha unless spoken to."

"But you just spoke right now." Ben pointed out.

Jane froze for a second before realizing that she had indeed just violated her own rules. She then quickly started to apologize profusely and beg and plead as loud as she could, backing away from Ben and Robecca with fear as the ghouls that were still awake watched with concern and pity on their faces.

Ben sighed. "Jane. Come here." he said with a commanding tone.

Jane gulped, but did as she was told, creeping forward with shaky hands, her head pressed into the sheets as she approached him and Robecca.

"Look at me."

Jane gulped again and started to tremble as she slowly raised her head to look at him, expecting a burning rage to be held in his poisonous green eyes, his fingers on the Omnitrix to turn him into something so that he could discipline her in front of all the others and utterly humiliate her.

But she didn't see any of this. His hand wasn't anywhere near the Omnitrix, and he didn't look upon her with anger or disgust. Rather, he looked at her with a mixture of pity and warmth, a kind smile on his face as he beckoned her closer, a look that said he wouldn't hurt her in anyway; a quick glance at Robecca reassured, but did not confirm this.

"Y-yes, Alpha?" she asked in a shaky voice.

Ben rolled his eyes. "First off, don't call me that." he started, speaking quickly before she could start to apologize again. "Second, I am not mad at you in anyway."

"B-but-"

"No buts," Ben interrupted. "I want you to get it through your head that I am not here to hurt you or make your life miserable. I did not ask you to become a part of my harem because I just wanted it to be a one night stand. I asked you because I love you and I want to protect you. I want to be with you not because you'd give me a night to remember, but because I want to remember numerous nights with you. We all care for you and would do anything for you." Ben went on, gesturing to the ghouls and casting Lilitha and Venus an irked look as they continued to make out on the floor.

"Okay, most of us would do anything for you." he corrected himself. "But my point is that we all care and love you, Jane. So what if you were raised in a jungle, thousands of miles away from modern civilization? That's what we love about you. And we will never stop loving you." he said firmly, leaning forward and grabbing her by the wrists to bring his face up to his. "I want you to remember all that." he said in a more quiet voice.

"Y-yes . . . Ben." Jane hesitated for a second.

"It's a start." Ben sighed with a smile. "Now who wants to go first?" he asked.

"It's up to Jane, really." Robecca shrugged. "I promised we'd go together."

"Robecca can go first." Jane mumbled quietly, backing away slightly; Ben kept his grip firm, but not too tight so that it might be painful.

"Actually, I think you and Robecca should work on each other first," Ben suggested. "I'm a little worn out."

Jane flushed a deep red as Robecca turned to her with a smile on her lips as she rested a hand on Jane's. "I'm all yours, luv." she smiled. Jane gulped but agreed nonetheless as Robecca suddenly struck out with her arms and pulled Jane into a hug, fully aware that Jane's face was smashed right into her metal breasts; it still came as a surprise though when she felt something wet against her bronze skin and looked down to see a small splash of red dripping from Jane's nose.

"Aw, am I really that attractive?" Robecca smiled.

"S-sorry I . . . b-bled all over you." Jane stammered.

"No need, luv," Robecca's smile turned mischievous as she reached behind her back. "I didn't need this anyways." she grinned as she quickly undid her bra and cast it over her shoulder, her smile broadening when Jane had to quickly bring her hands up to her face to try and conceal the amount of blood that was dripping from her nose. "Don't feel bad, luv. Here, want a crack at 'em?" she asked.

"C-can I?" Jane asked with wide eyes.

"Of course, luv." Robecca grinned, pulling Jane back into a hug. "C'mon now, don't be shy."

Jane swore she had lost half of her blood through her nose now that her face was sandwiched right between Robecca's metal breasts. They truly were a thing of beauty, two completely smooth domes that looked so realistic and perfect, they seemed unreal. Jane was astounded that they were so firm and tough, so smooth and cold against her skin; and it wasn't just her breasts that fascinated Jane. Every part of Robecca seemed to be perfect, completely devoid of any flaw from her dark, hazel eyes and smooth blue and black locks to her rounded ass and delicate, metal fingers; indeed, Hexiciah must have spent months if not years perfecting every part of Robecca until she was a thing of beauty that was beyond compare.

Cautiously, Jane touched one of them with her shaking fingers, amazed at how smooth they were as she traced a circle on Robecca's bronze skin with a fingernail, carefully reaching for the other one with her hand and setting her fingertips on it. She looked up at Robecca with wide eyes when the robot took hold of her hand and pressed the entire surface area of it onto her breast, a kind smile on her face as she kissed Jane's forward. Now that she knew Robecca was okay with it, Jane grew more and more brave as she cupped Robecca's breasts in her hands, sliding his fingers across her flawless, metal skin; not a dent in place as she cautiously licked the surface with her tongue, surprised it didn't have the nasty, metallic taste she pictured it to be. Rather, it tasted of ginger with a lemony taste that probably belonged to a shiner of sorts, but Jane didn't mind this as she hungrily ran her tongue over and all around Robecca's breasts, a low moan escaping the jungle girl when she felt Robecca's slid themselves over her arms.

Robecca had to admit that she was really enjoying herself as Jane become more and more confident in herself and used that talent to pleasure Robecca. Needless to say, Robecca felt that she owed the small girl in front of her an equal payment as she ran her hands up and down her back in a soothing manner, reaching up under the large T-shirt and rubbing a wide, slow circle on Jane's belly, drawing out a low moan of pleasance from Jane as she moved her hand up some more and grabbed hold of Jane's small breast, surprised when she found that she could almost hold the entire thing in her hand; no wonder the jungle girl had low self esteem with more than few busty girls in the room. Biting her lip as Jane started to suck on one of her nipples, she carefully groped Jane's breast in her hand, holding the jungle girl close and pressing her face deeper into her cleavage; Jane moaned with happiness as Robecca took the opportunity to slip the T-shirt off of Jane and throw it to the floor, leaving the jungle girl stark naked.

"Just keep going, luv. Do what you want." Robecca encouraged her as she moved one of her hands off of Jane's breasts and suddenly slammed Jane's ass, a smile coming to er lips when she felt the shape-shifter jolt and get warmer against her.

"T-thank you." Jane stammered.

"For what?" Robecca asked curiously.

"For loving me." Jane gave a broad smile as her eyes started to water. "No one since my parents has ever showed me such kindness."

"What am I, chopped liver?" Ben piped up.

"As I recall, you nearly broke any chance of her having a social life in but the first few sentences you spoke with one another." Robecca smirked.

"That was Rath!" Ben argued, fuming until he saw Robecca take Jane's face in her hands and kiss her full on the lips, wrapping her legs around the shape-shifter as she undid her panties with one fluid motion of her hand. Jane had frozen like a deer in headlights, barely even registering the world around her as Robecca moved her into a scissor position and ground her bronze slit against Jane's, kissing Jane once more as she hugged the jungle girl to her body. It was a full three minutes before Jane even started moving again, swiftly driving her tongue into Robecca's mouth like a starving animal and moaning loudly and hugging her tightly as if afraid this wonderful dream would suddenly be ripped away from her.

"I love you, Robecca." Jane whispered, throwing herself onto the metal girl so that they fell back onto the bed; while Robecca was momentarily stunned, Jane broke away from her and shifted down to her pussy, pushing her legs apart with her hands and darting her tongue past the synthetic folds and into her artificial passage, amazed that the inside was so smooth and soft at the same time. She felt Robecca's fingers press into her scalp as she shoved Jane's face deeper inside of her, moaning louder and louder as steam poured out from her ears.

"I love you too, luv! Don't stop!" Robecca moaned.

Ben was so busy watching that he didn't notice that Venus had finally managed to tear herself away from Lilith and sneak up behind him, forcefully grabbing his diamond hard dick in her fingers and pushing him across the bed towards Jane's exposed ass; the jungle girl was completely unaware as Venus clapped a hand over Ben's mouth and directed his dick inside of Jane's dripping pussy, suddenly giving Ben a quick shove that sent him crashing into Jane; the jungle girl screamed in agony as her barrier was broken, tears falling from her eyes as she gritted her teeth and tried to see through the pain.

"Jane! Come on, speak to me!" she heard Ben cry.

"Oh, come on! It wasn't that bad!" she heard Venus exclaim; so she was behind this.

Jane blinked her blurry eyes and climbed onto her hands and knees, wiping the tears from her eyes to see Robecca watching her with concern. She glanced behind her to see Venus wisely cowering behind Frankie and Clawdeen as Ben bent his body back as far as he could, his eyes crossing each other as they looked at the razor sharp quills that had sprouted from Jane's back and were just barely touching his nose; Jane sniffed and focused her mind, retracting the porcupine quills into her back as Ben breathed a sigh of relief and relaxed before speaking.

"I can pull out if you want." he offered. Jane rotated her head downwards to see that Ben's dick was soundly buried in the folds of her pussy, driven in all the way as what looked like blood started to seep out.

"N-no, no. I-it's your birthday. Do what you want with me." Jane managed to say, resisting the urge to moan at having something so big inside of her.

"What I want is to do what you want." Ben replied firmly.

"T-then g-go ahead," Jane bit her lip. "FUCK!" she cried loudly.

"You sure you're okay?" Ben asked with uncertainty. "Because that was the first time you actually ever swore."

"First time, luv," Robecca explained. "She's just a little out of it." she went on, climbing to her knees and scooting over to Jane's face so that her metal slit was in Jane's face; the jungle girl wasted no time in getting back to work as she dipped her tongue back into Robecca's folds as Ben shrugged and carefully pulled out a little ways before pushing back in at a slow pace, being careful to not be too rough as he adjusted Jane into a doggy style; she moaned as she felt Ben edge himself deeper into her and felt his hands firmly grim her small ass, giving it a light slap before thrusting even deeper into her. Robecca leaned forward and took Ben's lips in hers, sliding her tongue past his lips as she molested one of her breasts and felt Jane bury her face into her pussy.

The three of them were so engrossed each other, they didn't notice Venus sneaking up behind Ben and lightly touching the Omnitrix, turning it on and cycling through the transformations before coming across the one she wanted; if anyone asked, she was only trying to make Jane's first experience as amazing as it could be as she pressed down on the activation button and jumped back to see how things would work out.

"You're sure that was a wise idea?" Lilith whispered.

"Probably not," Venus admitted. "But I can't wait to see how this unfolds."

"You're starting to sound like Toralei." Clawdeen warned her. Deep orange fur sprouted all over his body, as if a bomb filled with hair suddenly exploded inside of him. His lower jaw jutted out as his teeth became sharp and menacing. The wave of fur raced over his face, covering his eyes as they suddenly vanished all together. He could feel his ears disappearing as what felt like gills take their place. In actuality, they were sensitive ears able to pick up the tiniest of sounds. His shoulders and arms swelled as his dull nails became sharp claws. His legs twisted and formed into the hind legs of that of a dog as a thick green color appeared around his neck, the Omnitrix symbol in the middle.

Jane suddenly screamed as sharp claws dug into her flesh and an almost unbearable weight rested itself on her as the thick rod inside of her swelled to nearly twice its size. She rolled her eyes skywards to see Robecca recoiling backwards, furiously wiping her lips after having kissed Wildmutt. "Venus . . ." Robecca glared at the plant monster.

"I was just trying to make things interesting!" Venus defended herself diving behind Lilith and Clawdeen for cover.

"You alright, luv?" Robecca asked Jane.

"Grrrrrrrrrraa!" Wildmutt growled, not moving an inch.

"Just . . . just hurry up." Jane panted. "I don't know how much more of this I can take."

"RRRRRRRAAAAAGGGGHHHHH!"

"I-I know," Jane stammered through gritted teeth. "B-but you deserve this. N-no-no arguments."

The Vulpimancer snarled something incoherent, though the ghouls didn't need Jane's special abilities in order to figure out that he seemed to be mocking her. Jane felt him push his long, pulsing cock deep within her, her fingers deeper and deeper into the sheets as she stuffed a wad in her mouth to keep from screaming; Robecca had long since forgotten about having Jane pleasure was more focused on keeping Jane conscious at the moment, whispering words of encouragement in her ear and slapping her awake every time she seemed close to passing out. After what seemed like an eternity to Jane, Wildmutt gave a final roar and gave a final thrust into her as her eyes rolled into the back of her head, a healthy amount of cum forcing itself up into her, overflowing her brain with pleasure until even Robecca's slapping wasn't enough to keep her awake and she passed out.

"Aw, Sphinx!" Ben cursed as the Omnitrix timed out and returned Ben to the world. "Is she gonna be okay?" he asked.

"I think so," Robecca assured him after a quick examination of their ghoulfriend. "Poor thing just needs a little rest is all. Speaking of rest, we should probably get some too."

"You don't wanna turn?" Ben cocked an eyebrow.

"Of course, I do luv. I just think that there's been more than enough intimacy for tonight." Robecca shrugged. "Honestly, you screwed three ghouls into submission."

"To be honest, I didn't know I had it in me," Ben admitted before remembering something. "Oh, Gigi?"

"Yes?" the genie yawned.

"I'd like to use one of my wishes," said Ben. "I wish that there were no consequences of any kind from tonight."

"As you wish." Gigi folded her arms out her cleavage and jerked her head forward, a blinding light filling the room before dying down; Ben didn't bother to ask if it worked or not as he yawned crawled under the covers after lying Jane down next to him. Robecca snuggled under the covers next to Jane as Frankie lay down next to Ben, the rest of the conscious ghouls finding their own places to bed down for the night before they all drifted off to sleep, completely dead to the world.

"Hey, hey, hey! Genie's in the house!" Genie laughed as he kicked open the door to the bedroom. "I made some lovely gumbo for-" he froze upon seeing Ben and the numerous ghouls asleep in the king-sized bed, completely oblivious to the world in their slumber.

"Hmmm." Genie mused, scratching his head underneath his chef's hat. "Lets see what the script has to say about this." he mumbled as he reached into the front pocket of his 'Kiss the Cook' apron and pulled out a thick stack of stapled papers, riffling through several hundred pages before coming across the one he needed and scanning over the words.

"Really? That's it?" he remarked. "Ah, well. Never been one to argue with the writers." he shrugged, tossing his script and gumbo pot over his shoulder before coughing and spritzing some breath freshener into his mouth.

"Ah, it's a Kodiak moment." he cooed with a smile on his face. "I'll bug 'em tomorrow." he said quietly back stepping out of the bedroom and closing the door behind him.

No one was awake to hear his scream. "AH! Who put that bear there!?"

And there we go!

Let me just say that I have no comment at this time. Really, I do not. Tell me if I did good, if I did horrible, or even if I did something not even close to those two. And for the record, I was watching a lot of Youtube videos of the Hat Films crew playing Grand Theft Auto. Man, those Brits are both some of the best and worst car thieves I've ever seen. But, in their own words, they are "fucking hilarious". In my opinion anyways.

Once more, I do not have any pity for you if you completely ignored the many warnings before and got scarred for life by reading this. Clearly, this was not well thought out by you. Or maybe even me. Clearly this was not thought out very well by anyone.

Hasta Luego!