Ben 10: a feminine change
chapter 3
Let me make this clear, the reason I mentioned yaoi was because eventually Ben is gonna get fucked when he's normal, ok? So quit asking because when he's in alien form that doesn't count as yaoi. So quit asking alright?
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"Alright, no more of that." spoke Ben to himself. He was packing his bag, ready for a week trip with his Grandpa and Gwen..
It had been two years since his incident with Clancy and since then he hadn't been in that situation again, being fucked by his villains, but he has come close several times.
Being him he knew something was gonna happen this week and he was planning on winning hands down. No need loses, no fuck ups, no getting fucked and his girly aliens giving in. Nope! He was gonna be a badass hero and win!
"Come on Ben! We're waiting on you!" Gwen called from the RV that rested outside his house.
"Two minutes!" Ben yelled. He rushed to get his bag together while grunting as he tried to get it closed. It took a few tries but it soon closed, and locked, with a soft 'thunk'.
"Ben!"
"I'm coming!" He snapped, picking the bag up and running downstairs. "Bye mom! Bye dad!" He called as he ran past.
"Bye Ben! Be careful!" called his mom.
"Will do!" He called as he ran and got into the RV. "Alright guys, ready to go."
"Took you long enough." Gwen smirked.
"Eh shut up dweeb." Ben smiled, sitting down.
Max took that as the sign and started driving with Ben and Gwen relaxing.
"Man it's been ages." Ben smiled.
"Yeah, it feels great to be away from school. You wouldn't believe how harder it's gotten." spoke Gwen.
"I think I DO know." He joked.
"Trust me, I've seen your grades." she quipped.
"Hey!" Ben huffed with a smile "I've been getting much better than before."
"Not by much." She smiled teasingly.
He stuck his tongue out before lying on the seat to try and get comfy for a nap. He smiled, getting a good sleep not knowing what was to come.
(Later)
Ben was walking through the canyon he and his family were visiting, admittedly a bit bored.
'Man, who knew I'd feel this bored already, and we just started this trip.'
Little did he know what was following him. A puddle of what looked like purple slime that kept close to the cliffside. The puddle went down quickly in two streams. It floated and was slowly nearing Ben's location.
Ben yawned, stretching. "Man, maybe I should just take a nap on one of these big boulders." But as he walked a purple sludge suddenly wrapped around his ankle. "What the-hey! Let go!" He yelled, being pulled up and being hung upside down.
"How's it feel being caught off guard?" cackled a voice as the sludge rose up and started to separate while forming heads and arms.
Two 'sludgepuppies' stood before him, looking like golems of purple mud with slightly humanoid shaping.
"Wait a sec, what are you guys doing out here?" he asked while trying to get his ankle free. "... And which of you is who again?"
"I am Camille's mother you brat!" growled the one with whiskers and antennae.
"Ah, now I know which is the guy and girl." He nodded, arms crossed.
"You turned us into a damn statue, and now our own daughter is married with a plumber! We're going to make you pay for interfering with us." growled Mr. Mann.
"Hey it was her choice!" Ben snapped, messing with the Omnitrix. "And you'll have to catch me first!" After the classic flash of green a blue blur took off running.
Both let out roars of anger before stretching their arms out. They grabbed the figure, dragging it back.
"Hey! Let go!" cried the figure in a feminine tone. The blue faded into a female figured raptor looking creature. Ben's form had blue skin and a long black and blue striped tail, her body slim with a tight looking ass and b-cup breasts. She had three toed feet, each foot holding a black orb. Her hands were three clawed black, large triangles coming off her hand. She was wearing a black skin tight suit with the Omnitrix between her chest, a white stripe down the center of her suit. Her head had a black helmet, her face a gentle blue. Her eyes were bright green with black lines going down her face from her eyes, her lips a deep black.
"We'll crush you before you can run away." growled Mr. Mann as both started to wrap their arms around her form.
XLR8, the new form Ben had taken, yelled as she kicked and wiggled, trying to get out of their grip... Only to moan as her body was squeezed.
"What the?" Mrs. Mann squeezed her harder.
XLR8 wiggled in the mud-like bonds, moaning.
"Is she...enjoying this?" muttered Mr. Mann to his wife.
"... I think so?" She blinked, squeezing again to be sure. XLR8 moaned again, wiggling more into their grip with her nipples clearly hard and visible through her skin tight suit.
"She is! She's getting excited by this."
"So not only does that watch turn the kid into older alien chicks like a pervert, but as an alien she is a MASSIVE pervert!" Mrs Mann snapped. "Hmm, this just gave me the perfect idea to get our revenge."
"What do you mean dear?" Mr Mann asked.
"If she's enjoying this, why don't we?" she smirked while started to form a smaller appendage that moved over to XLR8 and in between her legs.
XLR8 gasped at feeling the fake appendage rub between her legs, her eyes widening as it rubbed against her wet vagina.
"If this slut is going to moan like one, then we'll treat her like one." Mrs Mann grinned, moving XLR8 closer.
"I like the way you think." smirked Mr. Mann making more appendages move over and started trailing around her body.
'This... This feels weird but good!' XLR8 thought as they used the appendages to rip her suit off... But left her a set of 'bra' and 'panties' left out of the remains.
"A little small, but we'll make so." spoke Mr Mann before his appendages started wrapping around her breasts.
"St... Stop~!" XLR8 gasped out and moaned long and full of pleasure as her back arched. 'Oh come on! Why did this have to happen again?' She thought in, annoyed at herself but not mad or disappointed as she enjoyed the pleasure.
Both the aliens smirked as the appendages moved over her stomach and squeezed her breasts harder while the one in between her legs and against the 'panties'.
The raptor like girl whimpered and moaned a bit, her legs kicking lightly by accident as her legs moved around on instinct from the teasing touches. "A-A-Ah!"
As her mouth opened wide, one of the appendages 'solidified' and pushed into her mouth.
"Come on slut, we're going to stuff everyone of your holes." Mr. Mann smirked.
XLR8 mumbled, sucking the appendage lightly and lustfully 'It tastes good!' she thought 'WHY... Weird but good.'
"Wow, this sluts had practise!" Mr Mann said in shock.
"And just like any slut, we'll break her." Mrs Mann laughed, using her appendages to spank XLR8's ass.
XLR8 jumped and moaned as she felt the ones around her chest started to tug on them. She wiggled around in the bonds, making her ass and breasts jiggle. 'My whole body feels helpless.' She thought. 'But... But also so good!' she thought, her pussy getting wetter.
"Heh, what say we really get to the good part." smirked Mr. Mann.
"Why not ask the whore?" Mrs Mann smirked while stretching her head out closer to XLR8. "Tell us, how badly do you want to be fucked?"
XLR8 tried to talk but the appendage in her mouth stopped that. Cue the other appendages tightening up around her breasts.
She moaned sexily, the appendage being removed from her mouth allowing her to talk. "P... Please! I... I'm so wet! Please! I need it! Fuck me! Please! I'm begging you!" She moaned and cried, begging while using words she learnt for the porn she had watched over the years.
Both chuckled while ripping the rest of her covering off while spreading her legs. They saw her dark blue slit, the wetness dripping to the floor showing how horny she was able her small dark blue nipples were rock hard
"Let's make this bitch feel ecstasy." Mr Mann grinned. "He'll be nothing but a cumdump when we're done." As he said that several penis like appendages neared XLR8's pussy.
Seeing them made her pant and moan as they started to prod against her entrance. "Yes... Yes... Yes! Please! Please! D... Don't tease me! Please!" She begged with a smile as the appendages prodded and rubbed her pussy, slowly spreading it open.
"You heard her, don't tease." Mrs Mann laughed, using her appendages to occasionally spank her.
"If you say so." smirked her husband before the appendages pushed into her all at once.
XLR8 gasped, feeling her pussy being spread wide and this aliens hymen being broken. She let out a cry of pain mixed with pleasure as each appendage wiggled to get inside. She had what felt like six cocks inside her. All that much spread her hole open and made her mind blank from the rush of pleasure alone. She moaned, each appendage moving independently. You could see the multiple tendrils bulging her stomach a bit, seeing now they moved "OH GOD YES!" She moaned her tail wagging as her green eyes crossed in pleasure.
"She really IS a slut!" Mrs Mann laughed before pulling XLR8 into a kiss. She didn't hesitate before pushing her tongue inside to dominate the alien's tongue who moaned louder in response.
She bucked her hips, feeling herself cumming already.
Mr. Mann smirked before he started making the appendages push into her more while wiggling the more they got in.
XLR8 gasped, her body shaking wildly as she came. 'It's so good! I can feel each one rubbing up against me!' She thought happily.
Mr. Mann felt her getting tighter and started melding the appendages together into one larger tentacle before he started to move it back and forth without warning.
Her eyes widened as she gasped against Mrs Mann's lips, feeling the appendages grow and merge into a massive cock! And then several appendages rubbed between her asscheeks. They moved and started spreading them open with another appendage rubbing against her anus. 'I.. I've never had something in... In both holes before!' she thought in shock before moaning out in surprise as the appendage started forcing its way into the tight pucker. She wiggled her hips, urging it to go deeper.
Mrs. Mann pulled back while her husband started pushing his extra limbs up into her holes at once.
As the kiss ended XLR8's tongue fell out of her mouth as she gave deep moans of pleasure "Y... Yes! More! It feels so good! R... Right there! Deeper!'"
"Her moans are music to my ears." Mr Mann smirked as he fucked her.
"Just don't get any funny ideas." growled his wife while she slapped XLR8's ass. "He's my husband slut."
"Y... Yes Mistress!" XLR8 moaned. "I... Can I lick or suck something for you mistress?"
"Yes." she smirked forming a thick tentacle and stuffed her mouth. "Lick on that like your life depended on it."
XLR8 did just that, her head bobbing at super speed while her tail slipped between where she thought Mrs Mann's legs where and rubbed trying to find some form of pussy.
"It won't work, the only thing I'm getting off is seeing just how much of a pervert you are." smirked the Sludgepuppy.
XLR8 whimpered before she came again.
"Care to see just how long she can go before passing out?" asked her husband.
"Or until she can't live without this." Mrs. Mann smirked back.
Both chuckled before moving the tentacles back and forth inside her holes faster and deeper.
XLR8 just let her body go limp and enjoy the pleasure, cumming every few minutes. Her mind was fuzzy and all she felt was her hot body getting so hot she like she was melting.
After what felt like an eternity she was out put on her knees, the tendrils pulled out of her... Before cum started shooting out and onto her face and chest. She moaned and licked up some from around her cheek while shuddering feeling it cover her. "Thank you!" She smiled happily up at them.
"How can...this brat...have this much stamina?" panted Mr. Mann.
"A... Are you tired dear?" Mrs. Mann panted.
"M... More please." XLR8 moaned, rubbing her pussy lightly as she opened her mouth.
Both groaned and fell back before XLR8 heard the familiar beeping sound.
She looked down at her chest and pouted, the green flash surrounding her and changing her back to Ben. He blinked and saw he was naked and let out a groan of aggravation. "Again?" He whispered but didn't care too much. "This is getting insane."
He licked his lips, getting the last of the cum off his face as he stood up and walked away. He saw the RV nearby and looked around to see if his grandpa or Gwen were around. He saw the place was empty and sighed. He made a beeline for the RV and rushed inside before he started getting dressed with some of his extra clothes.
He sighed, looking at his watch. 'What's the point of being a hero if this thing turns me into a girl AND I keep getting fucked by villains?' He thought in annoyance. 'I mean it feels good and all, but it's not suppose to happen and it's not 'normal'.'
He glared at the watch and started dialing in another alien. 'If this is just gonna keep happening, then I'm putting an end to it, now.' He thought as he was surrounded by green light, shrinking.
When it died down he became a grey skinned, frog-like, bipedal alien that was only four inches tall with large green eyes that had long eyelashes, with the eyes having rectangular pupils. She wore a white jumpsuit with a black stripe going down it with clear curves to her body with the Omnitrix symbol on her back. Her body was not very curvy with a small ass and small A/B cup breasts even if she did have a slim waist.
"This is the best brains I know, but maybe it'll work." she muttered before reaching back and started turning the symbol around. Her eyes were narrowed as she focused, soon finding herself on the right track... And feeling pain. "GAH!"
But she didn't give up. She began to slowly grow and return to Ben, the Omnitrix pulling off him/her as he/she pulled. He let out one cry of pain before the watch fell off his wrist while he grabbed his wrist. "Fuck! That hurt!" He rubbed his bare wrist for the first time in about three years. "Man, it feels weird. Heh, kinda feel naked." he joked before growing serious and picked the watch up. It tried to reattach to his wrist but he held it shut, shoving it into a box.
"No! I'm done using you, I'm not gonna go through that stuff again, ever." He snapped, putting a lock on the box.
That's when Gwen walked in and saw Ben sit on his bed with a sigh of relief. "Ben? You okay?" She asked.
"Yeah, just...taking a moment to relax, and it's gonna stay that way for a long time."
"What do you mean?"
"Gwen, look at this." he held up his bare wrist.
Gwen gasped at the sight, confused. "Ben? Where's the Omnitrix?"
"I took it off." He said simply.
"I've decided I'm returning from heroing."
"WHAT?!" Gwen gasped. "Ben, why would you do that? What about all the people who need help when the police aren't enough?"
"Gwen I... Can't handle it anymore." He frowned. "I... I want a normal life. To have a girlfriend, play sports, have friends, be a kid. I... I can't do it anymore." he sighed. "And it's all too much stress. Do you know what it's like to know one mess up could cause someone their life?"
Gwen sighed and hugged him. "No, but I can get what you mean. You're still a kid and after that...bastard did that to you, I'm sorry I never imagined what you might be feeling."
"It's fine I... Just want a normal life." Ben sighed, the Omnitrix glowing faintly in the box it was place in.