Hot as she was, Charmcaster and her stone minions were getting on Gwen's last nerve.

She didn't like having to hide from her enemies these days, but she wasn't dumb enough to give into that urge over tactics. Still, hiding in the bushes was a bit of a blow to the ego. Charmcaster ordered her minions to find Ben and Gwen, the stone monsters fanning out.

"What's the plan?" Ben asked, peeking through the bushes at Charmcaster. Gwen smirked as she looked down at the watch with that 'I'm a genius' look in her eyes. Ben bit his lip, blushing at his arousal.

"Watch this~" Gwen said, selecting her alien and transforming. Ben didn't understand the plan, but was certain it would be brilliant.

Nearby, Charmcaster continued to scan the area for Gwen, unable to see her approaching right in front of her. Using Ghostfreak's power of possession, she entered Charmcaster's body.

Charmcaster struggled against it, thrashing angrily, but Gwen's will was stronger, and she took control. She smirked, bringing her fingers to her lips to whistle, summoning her minions back to her and granting them a little extra magic for an additional feature.

As they returned, she began to strip down, tossing aside her clothes and groping Charmcaster's body, grinning, "Not bad~" She took Charmcaster's hex bag, focusing the witch's magic into it.

All Charmcaster would need to do was open the bag to get her magic bag, but until she managed that, she was powerless. Which meant her stone minions would only follow one more order until they ran out of magic.

Tossing the hex bag to Ben, Gwen turned to the stone minions. She grinned as she saw the literal rock hard cocks, the addition she'd added before sealing Charmcaster's magic.

"Fuck me until you can't keep going. No matter how hard I struggle, hold me down and fuck me like the whore I am~" She ordered.

Gwen waited until the minions had grabbed and lifted her up before exiting Charmcaster's body. She returned to normal and landed next to Gwen, "And that's how you do it~" She giggled, turning to watch her handiwork.

Charmcaster was just coming to when the first stony cock slammed into her unprepared pussy. She screamed in surprise and pain.

"W-what are you doing!? Stop!" She ordered, only to be met with a second rock cock ramming into her from behind, stretching her hole mercilessly. Her screams only got louder as the minions pounded into her from either side.

She tried to order them to stop between screams, but even the coherent commands she gave were ignored as the mindless minions followed their last command.

Gwen licked her lips, pushing Ben down onto his knees. He took out her cock without her needing to say anything, kissing its tip playfully before wrapping his lips around it. Gwen purred, petting her cousin as he began to suck her cock, head bobbing gently back and forth along her length.

Her member throbbed in Ben's mouth as she watched Charmcaster getting passed around by her rock monster like the prettiest prison bitch. Every time one of them ram out of magic, she just got moved to the next before her sore holes even had time to stop gaping.

Sometimes she was taking it from either side, sometimes they got at her mouth, sometimes they were all over her. By the time they were ganging up on her, Gwen had started pushing and pulling Ben's head roughly, fucking his face as the show riled her up more and more.

Charmcaster couldn't even really scream anymore, just weakly groan as she was used like a chew toy. Gwen grunted, unloading down Ben's throat as she pressed his face to her crotch.

"Good boy~" She praised, "Wanna fuck her with me~?" She asked.

Ben grinned excitedly, nodding.

The last of Charmcaster's minions had run out of magic. She was relieved, but too weak to move, and still unsure why she couldn't use any magic. Maybe she just couldn't focus on it with everything happening, and was obviously too tired now. She yelped in pain as she was suddenly pulled up onto her fours by her hair.

"Bite him and I promise you'll regret it." Gwen said, punctuating the sentence with a rough smack to her ass.

Charmcaster wasn't sure what she meant, but when she opened her mouth in protest, she learned as Ben thrust into her mouth. He moaned happily, fucking her face.

He didn't get to be on the other side often, so he wanted to savor it; even if he was still kind of jealous of what Charmcaster would be getting at the other end, already knowing what Gwen would end up doing. On the other side, Gwen was looking over Charmcaster's stretched out ass and pussy.

They'd return to normal in time sure, but Gwen wanted to have fun now. Only one thing to do she supposed. With a flash, Gwen transformed to Humungasaur.

She hadn't yet figured out how to totally control the watch, but she had unlocked quite a few aliens by studying the device. Charmcaster could barely think between the numbness of her body as the boy thoughtlessly rutting her face.

When she felt Gwen's cock pressing against her pussy, she wasn't even sure what it was. She certainly didn't recognize it as being a cock or anything that should possibly go inside of her. But Gwen was more than happy to prove her wrong.

Her scream, the last one she really had in her at this point, was smothered against Ben's crotch as he came into her throat, gagging her as Gwen continued to work her massive, scaly cock into Charmcaster's worn body.

"Don't tell me you're tired already~" Gwen said mockingly as she stood up, keeping Charmcaster on her cock as she did so, moving her up and down with one land like a pocket pussy, "We're just getting started~"