Ben 10: a feminine change
chapter 5
xxxxxxxxxxxx
Ben was laying on his bed, arms crossed behind his head as he watched a movie on his laptop when he found his mind wandering.
It had been a crazy time, not just dealing with so many DNAliens, but also great because they found grandpa and dealt with an invasion and even found out about plumbers kids who were half alien! After all that he decided, keeping the Omnitrix once more. He had also been growing more and more confident in himself after the 'DNAlien gangbang'.
For starters he had managed to control himself a lot more than before, but there were times he'd lost control again even as his regular self. Like sneaking in and borrowing his mom's dildos to use on himself when he was home alone. He even snuck one from her room and hid it in his room for when his parents WERE home, his personal favourite one... And when he said favourite one his mother had QUITE a collection hidden in her room.
He blushed feeling his body start getting in the mood just remembering it and thought back to the various kinds of plumbers kids that he admits he had...fantasized about. The two people he fantasized the most about was his own cousin Gwen and her boyfriend, his best friend, Kevin.
With Gwen he knew he shouldn't fantasise about her but... Her body was just so perfect to him. He always imagined Gwen dressed as a classic dominatrix, a black corset with black stockings and garter belts with heels, the classic look. He imagined himself in his knees, worshiping her perfect body as she moaned at his touch.
And with Kevin, the situation was always less kinky. It was always Ben, bent over with his face shoved in the pillow with his ass raised eye as Kevin plowed his ass like Ben was a slutty girl.
And then there were the half aliens who worked with his Grandpa. They were all amazing, he liked all of them for different reasons and they were all differently sexy.
He groaned, feeling his hardness return. He unzipped his pants, pulling them and his underwear to his knees. He reached down and grabbed his cock while his other hand moved down to his ass and started jerking the dick with his other fingers rubbing across his anus. He moaned, his back arching as he thought about the half aliens.
The first his mind went to was Manny, who was half-Tetramand. He imagined himself naked with the guy and bouncing on his cock while his arms and legs were held apart with Manny's four arms with him slamming upward into his ass. Manny was a lot like Kevin, personality wise, although he had a shorter temper.
But then his mind slipped to Helen Wheels. She was cute, slightly excitable and very smart. He imaged the two lying in their sides, holding each other close as they kissed and gently rubbed each others bodies sensually.
Then there was Peirce where Ben saw himself bouncing on the man's dick with both grunting since they had to watch the spikes. And so they had to be careful, Peirce moving slowly with Ben on him.
And then there was Alan, the first one he met. He saw himself being fucked in a barn by the hybrid while overhearing Kevin and Gwen calling his name while he was getting harder at the idea of being caught by them in that position. Alan's hands were also on his hips, his hands heating up lightly. Teasingly.
In the real world Ben moaned, his fingers curling inside his anus as his cock twitched and he came all over his hand and stomach.
"Ben! You gotta see this!" came Gwen's voice from outside his door while banging on it.
"W... What?" Ben mumbled, blushing as he panted. Gwen had caught him as he .finished cumming, his body still weak from the feeling of euphoria that filled his body
"Get out here! There's something big you gotta see on the news!" Gwen called, Ben pulling himself out of bed slowly.
"I'm coming!" he called back while grabbing a towel he kept nearby to quickly wipe the excess sperm off before getting his pants all the way on and opened the door and followed Gwen to the living room.
*time skip*
"No...way." Ben muttered, staring at the TV as he, Gwen and Kevin huddled around it.
On the news was Michael Morningstar, but not with his mask and in black clothes, but as his old self! Tanned skin, blonde hair, handsome face. He looked normal!
"I said the same thing." spoke Kevin with his arms crossed as people were taking photos of him while he was at City Hall for some announcement.
"So everyone is welcome to these parties you are setting up, Mr Morningstar?" The reporter asked.
"That's right, if they know where the address is and are willing to dress nice for the evening, then all are welcome to come and have a good time." The teen said with a playboy style arrogant smile. "So come on down and bring your friends, especially beautiful young ladies." he winked at the camera.
And so the news segment ended.
"Unbelievable, just unbelievable." spoke Gwen shaking her head.
"Yea." Ben nodded, gulping lightly.
"Well this is a big trap, so when are we heading out?" asked Kevin turning the tv off.
"Ben and I will use ID masks and sneak in." Gwen nodded. "You stay back and give us some time to see if we can find anything, but if we're gone too long take that as a sign to sneak in."
"Got it." Kevin nodded.
"We'll head out later on when it gets dark." spoke Gwen.
"Well we need fancy cloths to." Ben reminded while trying to keep from focusing on handsome Michael was which was hard because he felt like a girl every time he saw a hot looking guy. Or the fact he and Gwen were basically going in a date.
*time skip*
He and Gwen emerged from Kevin's car, Ben in a simple black suit with a green tie.
Gwen was in a form fitting red dress that hugged her body with her hair down her back and with some of it held up with a blue barrette to show more of her face.
Their ID masks made them both look blonde, Ben having grey eyes and Gwen having brown.
"Ready?" asked Gwen.
"Ready." He gulped.
Both of them walked towards the entrance where various people walked in casually with two bouncers on the sides.
"Well here we go." Gwen whispered, holding his hand as they pretended to be a couple to avoid attention.
Ben gulped while trying to remain calm and looked around. He was doing his best to try and focus on finding Morningstar. But all he saw were men and women all mingling in the extravagant hall with all sorts of suits and dresses.
'Just great.' he thought. with a groan. 'If I can just remain calm and keep a close eye out, we'll find Michael in no time.'
"We should dance." Gwen whispered. "We need to blend in with the others and make sure Michael doesn't suspect something."
"Okay." He gulped.
They faced each other with Ben putting his hands on Gwen's waist with her hands going on his shoulder and started to slowly move together in the middle of the room with other couples around them.
"This is awkward." Gwen whispered gently, giggling as they danced romantically. "Hope our parents don't find out about this. They'd kill us."
"W-Well it's just a ruse, so I don't think they'd go that crazy." he whispered while trying to keep from blushing. But he wanted to confess, as they danced around the area. He wanted to kiss her. He wanted to hold her close, confess what he felt for her and Kevin. Wanted to confess he wanted Gwen to dominate him, wanted to worship her body. That he wanted to be her's. That he oddly loved her... But he knew he shouldn't. "Gwen... I..." He whispered before he shook his head and corrected himself. "H... How are things with you and Kevin?"
"Pretty good, why do you ask?" she responded.
"Just curious... You are one of the most important people in my life, Gwen. I want you happy." He smiled.
She smiled. "Well thanks Ben, I really appreciate that. But if you're worried you don't have to be. I'm a big girl now and me and Kevin are doing great. But if it makes you feel better, if something happens, I'll tell you first, deal?"
"Deal." Ben smiled lightly.
"But... To be honest..." She said, looking to the side. "Our... Intimate sessions aren't going as well as we wanted. We both like being in control and it makes it awkward and less fun."
"... Didn't need to know that." Ben whispered lightly, blushing, but Gwen either didn't hear or couldn't stop herself from continuing.
"I mean I like his rough personality, but I also don't wanna feel helpless when we do it. And he won't let me be on top that much cause I think it hurts his pride." She spoke. "And he loves anal but he's too damn big for me. And I love that thing but I want to just... Enjoy. I want to mold the sex my way, even though the sex IS amazing I want more control. And he just wants to pin me down lightly and pound away. We are almost exactly the same with the taste of sex but our taste of sex does not work well with someone who likes the same flavor. I love him, the sex is just SO good, but I wish he could just be a bit submissive every now and again."
Ben blushed as he imagined Gwen dominating Kevin in a dominatrix outfit, him pounding away into her while she moaned, and even saw a picture of himself eating her out while he fucked his ass. "... Got that out of your system?" He asked nervously, coughing lightly.
"Yeah, sorry if I gave you some weird stuff." she sighed. "I've just been holding that stuff in and needed to vent a little to someone."
"Yea... Stuff with Julie has been... Awkward." He smiled lightly.
"Well I told you about my problems, mind if I hear what's going on with you two?" Gwen smiled lightly.
"Well...with heroing and her tennis practice, whenever we try something, I'm too tired to get in the mood." he replied while not mentioning how he had also been too stuck on his interest in Gwen and Kevin to really get it up for her. Plus she was just so... Vanilla. It wasn't bad but she was so basic and refused to try ANYTHING different. Heck, she even refused about either of them orally pleasuring the other. He on the other hand had so many ideas to try that he was sad he couldn't try them out on another person.
And while the sex was... Good it was nothing compared to what he felt with others. Any other.
"Sorry to hear about that." Gwen frowned, resting her chin against his shoulder almost romantically.
'Woah, if Kevin were here would he feel jealous?' Ben thought, holding Gwen close as the two just danced.
"... If she tries complaining you should leave her." Gwen said sadly. "I don't want to sound mean or anything but I do."
Ben blushed and nodded. "W-Well, I'll keep that in mind." He felt her body close to him. And he was sure this was romantic. 'Should I take a chance and rub her back or would she think we're too close already?' He thought nervously, his face a bit red as he felt so uncomfortable. But at the same time... He imagined dating BOTH Gwen and Kevin. Being the buffer in their sexual relationship while also just sharing the love. It felt so... Alluring. He felt his body get warm at the idea and he began to sweat, worried he might get hard and Gwen would feel it. When...
"I see him." Gwen said suddenly.
Ben blinked and felt relief while following her gaze to see Michael mingling with several girls with a smile. Ben blinked, taking in the sight silently. Something seemed... Wrong about the sight.
"I'm shocked so many girls are swarming him considering what he use to look like." whispered Gwen. "Or even forget what he's done just to look that way again."
"We don't know what he's done Gwen." Ben reminded. "But something seems off with the girls. They are blushing a lot and... Look at their eyes."
Gwen looked closer and saw the way they touched Michael by the arms or pressed up against him while their eyes looked hazed over and looked like they were feeling horny. "Yea. Something's weird." Gwen frowned. "Why are they fawning over that stupid sexy bastard with that gorgeous windswept hair, those beautiful blue eyes and that hot body?" The two's eyes suddenly widened, Ben knowing something was up and Gwen because she realised what she was saying. They quickly looked at each other, Ben noting that Gwen's face was getting very red and her eyes were beginning to haze over with pure lust. "B... Ben! We... I need to get out of here!" She whispered desperately.
"I agree." he replied before grabbing her hand as they turned and headed away and out the door as fast as they could through the crowd. When suddenly, near the front door... Gwen pushed him into a hallway, into a small closet.
"B... Ben... I... I can't take it." Gwen panted, the lust too much as her pussy juices clearly dripped down her leg. "I... I'm sorry but I need it... I need you... Please?" She begged lightly, kissing his neck.
"G-Gwen?!" he blushed red at the move while her hands moved across his chest and he could hear her panting and face turn more red. But... He might not have this chance again. And he was sure she'd forgive him since she was asking for it... so he kissed her.
She closed her eyes and wrapped her arms around him while pressing her body against his with his hands moving down her back.
He rubbed her body, happy he could finally live his dream as he slowly unzipped her dress.
Her hands moved to his tie and quickly undid it and tossed it aside before unbuttoning his suit.
Ben left the dress at her hips, breaking the kiss and staring at her bare chest in amazement.
Touch them..." she urged cupping them while panting. "Do it!" She all but ordered when he didn't do it right away, Ben grasping her breasts and squeezing. "Oh yes!" She purred gently, licking his chest. "Play with my breasts, like 'em?"
"Y-Yeah." he nodded while giving them a hard squeeze while her hands went down to undo his pants frantically.
She reached inside, rubbing his quickly hardening cock. "It's so big, so nice and hard." Gwen moaned seductively. "No where near Kevin's but if I wanted anal, you'd fit perfectly." She purred, rubbing him rhythmically and seductively while Ben pulled her dress down further.
"W-W-Well...wanna try it?" he suggested both to try and go with this and see if she'd let him.
"Anal? Yea, I want you to fuck me." She moaned, pushing him against the wall and jumping up a bit with his cock resting between her ass.
'This is really happening!' Ben thought happily, sliding into her ass once she moved her panties out of the way. He groaned from the hole clenching around him while Gwen let out a moan with wide eyes.
"Oh fuck!" She moaned, bouncing against him as she controlled the pace. "I finally have the right cock up my ass!"
"Gwen!" Ben moaned, almost feminine-like as he held her ass and let her fuck his cock. "Your ass is so tight!"
"You're so cute." She moaned, cupping his cheek as she fucked him. "You're handsome and girly at the same time!" She kissed him happily, moaning as the two moved quickly and passionately yet full of love even if Gwen was being controlling but that somehow made it even better.
'Damn is she hot! If she remembers this it'll be awkward, but if she's not mad maybe...oh fuck I could fuck her like this again!' Ben thought, that mere idea making him grow close to cumming.
"Don't... You dare cum first!" She snarled lightly, possessively as she bit his collarbone leaving a small mark.
"AH!" he jumped while just made his cock push into her deeper and get a louder groan from both.
"So good." She whispered. "Hold it in Ben, I wanna savor this as much as possible!"
"B... But I... I wanna cum!" He groaned/begged.
Gwen growled and made Ben look her in the eye. "If you don't hold it I'll jam my hand up your ass and make sure you can't walk straight for a month!"
"But..." Ben whimpered gently.
"Hold. It." She groaned, feeling her own limit grow closer.
Ben groaned and tried forcing his limit down as best as he could, but with how fast she was bouncing on him and how tighter she was getting was making it really hard.
Suddenly Gwen moaned and shuddered, cumming with her juices spraying Ben's stomach.
"GWEN!" Ben moaned, cumming hard and filling her ass like a geyser.
"OH YES!" she cried out as it pooled into her ass while she made Ben face her and slammed their lips together with a moan.
The two panted and moaned gently, smiling happily gently.
"Wow Ben, that was...amazing." She whispered happily.
"Yea." He nodded. "Your ass is...pretty tight." he panted out.
"... Don't breath a word of this to Kevin." She whispered into his ear before she pulled off and got on her knees.
"S-Sure." He nodded, Gwen licking his dick.
"I'm serious, let me just clean you up here and we can get back to him and go over what we found out." She purred.
"O... Okay... Promise." He gulped before gritting his teeth as he felt her tongue move around the sides to lick up the cum that stayed on and tried not to moan out loud. And then suddenly he gasped, feeling his cousin's finger teasing his back hole.
"Ya know, one thing I've always thought to myself was you could pass for a girl real easy if you tries." Gwen smirked as Ben moaned. "I bet you'd even like it if I did this." she started to push her finger into the anus.
Ben's legs got weak as he moaned deeply, cumming on her face.
Gwen was surprised as the cum spurted on her while noting how much his ass tightened around her finger. "Oh... Wow." Gwen grinned. "Looks like someone really likes something up his butt."
Ben blushed, panting in ecstasy.
Gwen took a moment to lick the cum from her face and grabbed a small towel to help with any spots she missed. "You're my bitch now then, cousin." She smiled once the cum was off her face.
Ben blushed hearing that while Gwen stood up and started putting her dress back on.
"Well, you gonna get dressed?" She grinned, zipping her dress up.
"Oh! Y-Yeah." he spoke with embarrassment before he started get his pants and suit back together. Even as he looked at her beautiful body.
*Time skip*
"So... What happened?" Kevin asked, the three back at Ben's house.
"Well something was off. The girls around him were acting like a bunch of horny sluts." remarked Gwen.
"And yet they didn't ACT like it. I mean body language." Ben added. "It was like they were holding themselves back in some insane way. Or more like someone was holding their body back like some sort of puppets."
"You sure they weren't just fangirls of his or something?" Kevin asked .
"Kevin. I was feeling lightheaded and horny, wanting to jump his bones." Gwen frowned, leaving out some important information. "It disappeared when we got far enough away but he's someone controlling women, probably draining them of their life force to become like that."
"Meaning this whole front is just an excuse so he can drain people without them even realizing it. That means he hasn't changed one bit." frowned Ben.
"We need a way in but..." Gwen whispered, looking down. "We need a girl to get in there... but ANY girl we send in there will be enthralled by him."
"So we are shit out of luck." Kevin frowned before their eyes widened and they turned to Ben slowly.
"What?" Ben blinked, neither stopping their stare making him realise what they were implying. "WAIT, WHAT?! NO! NO! NO! NONONONONONONONONO!"
*time skip*
Ben groaned as Gwen held different cloths against his body, the two out shopping for female cloths for Ben. Just a single fancy dress and suitable extra cloths. "Why does it have to be me?" He grumbled.
"Because for one you're a guy so he won't be able to get to you, and second, your slim enough to where all you need is a good dress, some makeup, maybe new hairstyle, and you could pass as a whole new person." Gwen listed off. "Besides, Kevin is too 'manly' to pass as a girl."
"Can't we just try and use something else? Maybe I could sneak in as Goop and skulk around the place." Ben offered.
"Again. Any other girl would be controlled. And that MIGHT include your aliens, we can't risk it." Gwen replied.
Ben sighed while Gwen pulled out a clear white dress and held it up to him.
"Hmmm... Too see through but I might buy it off you for private." She winked.
Ben blushed while dreading cause on one hand he was nervous being dressed in front of people, one of their enemies too, but on the other hand he was a little curious to feel what one of these would feel like.
That was when a green knee length dress was held in front of him and Gwen gasped.
"It's perfect!" She gasped.
"Won't he notice the familiar shade of green?"
"Darn, you're right." She pouted. "Then I'll get this for later." She said, grabbing other dresses.
'Although it does look pretty good.' Ben groaned, looking away as dress after dress was put in front of him.
Soon she held a similar dress that was black and looked smooth along the fabric. "Now this is the one." She smiled as they walked to the counter with some extra dresses. "You can borrow some of my shoes and we'll go to another shop for extra stiff. What do you want: stockings, pantyhose, fishnets or something else?" Gwen smiled.
Ben gulped with a blush. "Um...maybe stockings." he muttered.
"Okay, I should have some that should fit you." Gwen nodded with a smile, the two reaching the cashier who was scanning the cloths. "We'd like to purchase these dresses."
"I guessed that." The cashier nodded, having clearly heard everything.
'Oh god.' thought Ben while the cashier rung up the items and Gwen handed her the money.
Gwen took the bags, smiling as she dragged Ben away. "When we get home I've got a spell that'll really help get rid of some of your extra body hair."
"Okay." Ben mumbled in pure embarrassment.
*Time skip*
Ben was sitting on a chair, Gwen standing in front of him as she slid the stockings and heels into his legs after she had done his makeup and hair.
"I gotta say this really does compliment your legs, you should wear these a lot often." She lightly teased, stepping back to take a good look at her work. "Alright, stand up and try to adjust to the heels and look at yourself in the mirror, see what you think." She smiled.
"Okay." Ben nodded, standing up. He wobbled for a second from being unused to the balance change his new shoes provided him but he was able to correct himself and turned to Gwen's full body mirror. The short black dress topped near his knees and showed his clear smooth skin thanks to Gwen's spell and saw the dress hug his body to where he felt one wrong move might tear and he'd be naked. But at the same time it emphasised his curves in a way that made them look even sexier. And then there was what Gwen did to the rest of him.
Some blush was added to his cheeks with some purple eyeshadow, longer eyelashes, and his hair was longer thanks to another spell and styled with the back draping down his back and some from the front covered his right eye partly.
"I... Wow." He whispered in amazement.
"See? And with some added fluff in the front you'll pass as a woman full time." Gwen teased, hugging him from behind.
Ben blushed while imagining himself with breasts while winking. And yea he thought it was hot. "Um, just how much padding are we talking?"
"B cup." She promised. "Modest, but noticeable."
Ben nodded, hoping he could do this... Before he asked something. "Were the panties necessary?" He asked.
"Of course. The more you feel like a girl, underwear included, the more you can pull off acting like one in front of him." Gwen winked. "Now let's hear your best girly voice."
"H... He... Hello." Ben stammered in a cute feminine voice.
"Come on, try a little higher." Gwen urged.
"Hello." spoke Ben trying to go higher.
"Nearly there! And don't force it!"
"Hello!" Ben said cheerily and girly, trying to be calm and just speaking from the heart. His eyes were closed as he tried to say that and when he opened his eyes he saw Gwen looking at him wide eyed. "What?" He asked nervously, not noticing he was still using that voice.
"... That was perfect." She whispered happily. "You sound just like a woman."
"Really?" He asked in worry and with a blush.
"Yeah, in fact, I have an idea." smirked Gwen. "We can have Kevin's reaction and see if he can tell who you are. Just keep your back to the door and I'll bring him in."
"O... Okay." Ben squeaked nervously.
Gwen left the room and saw Kevin waiting in the living room. "Hey Kevin, can you come here for a sec?"
"Sure." Kevin shrugged, following Gwen into the room with her opening it and he saw a figure in a black dress with long hair facing away from them. "Huh?" Kevin blinked in confusion. "Gwen? When did you bring a friend over?"
Gwen grinned, waiting for Ben to speak and to see Kevin's reaction. "Meet B... Jen, Kevin." She said, saying the first female name she could think of after she nearly spoiled her joke.
"H-Hello, Kevin." spoke Ben in his female voice.
"Hey." Kevin blinked at the sexy female voice. 'Damn, really wish Gwen introduced us sooner.'
Gwen was holding back her laughter as she watched. "She's been real 'eager' to meet you."
"Really?" Kevin blinked.
"Yeah, I told her all about you and she's wanting to meet you in person." Gwen said, holding back giggles. "Come on Jen, turn around and say hi."
'Jen' slowly turned around where Kevin could see 'her' face.'
"Wow, real pretty friend you got there Gwen." Kevin complimented.
'Jen' blushed while feeling happy hearing that since it seemed Kevin couldn't recognize him at all!
"But... Why is she here?" Kevin asked. "You planning on a threesome or something babe?" He asked Gwen.
Gwen giggled and had to cover her mouth. "N-Nothing like that, but don't you notice anything?"
"Huh?" Kevin blinked. "No, why?"
That made Gwen snicker harder while Kevin felt lost.
"What?" He blinked.
"It's Ben!" Gwen giggled.
"What!" cried Kevin with wide eyes while Ben blushed brighter.
"Hi Kevin." Ben mumbled.
"W...Wha...who...huh..." babbled Kevin who was blown away.
And he passed out.
"Whoops, guess I went a little overboard." Gwen giggled. "Time for you to get to the ball, Jen."
*time skip*
Ben took several deep, calming breaths as he entered the party later that night. He had adjusted a little bit to the heels, but that didn't change the fact they were squeezing his feet. Maybe he should have gotten a size larger? Because they did make him feel better.
'Just try to find out anything to explain what's going on and keep in character.' He told himself, walking through the party while trying not to bump into anyone or draw attention to himself.
Although he did noticed that people WERE looking at him and chatting lightly.
"Wow, who's she?"
"She's hot."
"Damn, look at that body."
"Bet she'd be an awesome fuck!"
Ben ignored the talks, a small blush on his face, as he walked through the party until he spotted him. Morningstar. He was still surrounded by several girls who seemed eager to take their clothes off on the spot.
Ben took a deep breath and nodded, he was ready. He started walking towards Michael while trying to keep calm and reserved. 'You can do this.' he thought, standing behind the energy drained and taking a few more calming breaths before tapping Michael's shoulder.
"Hmm?" he turned to face 'Jen' before smiling. "Well hello there ma'am, what can I do for you?"
Ben blushed at that, also recognising that Michael was staring at him like how he looked at Gwen. He made sure he kept the female voice before responding. "I-I just wanted to ask if you would perhaps like to spend the evening with me for some time."
"Of course." He grinned while taking 'Jen's hand much to the jealousy of the girls around him before he lead him past them.
Ben gulped and blushed, following him. 'Alright, so far so good.' He thought, feeling confident as he kept up the act but curious about what Michael was leading him. "Um, excuse me, Mr. Morningstar." Ben asked nervously, keeping up his girly voice.
"Yes?" he asked with a grin.
"Where are we going?"
"How about my room?" He grinned cockily.
"W-What?" 'Jen' blushed. 'Oh god, is he wanting us to go at it?!'
And so they entered the room, 'Jen' staying calm... And noting a weird object in the room. It looked like a small old doll made of rock with its eyes looking red. "What's that?" He asked.
"Oh just a little souvenir I found on one of my trips to Africa. I think it really pulls the room together."
'What is it?' Ben thought while jumping as he felt Michael move his hand across the crossdresser's back. Ben froze, gulping a bit. "W-W-What are you doing Mr. M-Morningstar?"
"What you want, babe." He grinned while his hand trailed down and stopped at 'Jen's' ass and started rubbing it. "So... How about it?" He smirked.
"U-Um...go ahead." Ben gulped in fear.
Michael obliged while giving the firm ass a squeeze and saw 'Jen' jump. "I'm surprised I never saw a beauty like you around town? Did you just move here?"
"I... Yea. I'm... I'm visiting my uncle." 'she' nodded.
"Then tell me, have you ever cut loose and gone all the way?" he continued while giving 'her' ass a pinch.
"N... No." 'Jen' blushed.
"Then I guess I'll show you ALL the ropes." He grinned while reaching down and started to pull the back of the dress up.
'Jen' froze as her ass was shown.
"Oh? I had no idea pink was your color." Morningstar grinned seeing 'her' panties before noticing something seemed off about them. "... Huh?" Morningstar blinked seeing some bulge in between the legs and reached out to poke it.
'Jen' jumped forwards awkwardly.
"Wait a sec! You're not a woman!" Michael Morningstar yelled.
'Shit!' he thought before jumping away from Michael before quickly moving the omnitrix to him and dialed in an alien before slamming down. He didn't even look, being surrounded by light.
Michael scowled with his hands glowing with energy. "Tennyson!"
Ben had became a rock looking female alien. She had a curvy body with c cup breasts, her body made of purple rocks with hands hands and feet made out of a glowing purple gem. She had a single green eye, a pink rocky 'faceplate' and glowing pink crystals poking out of her back lightly.
She saw Michael's angry expression and was surprised to feel she wasn't getting hot or warm like the other women. 'So... It doesn't effect my aliens?' she thought with a grin. 'Seems like Chromastone isn't effected and that means it's some energy wave. I just need to find it, but first I gotta deal with this guy.'
So she fell to her knees and moaned, a hand over her heart and the other between her thighs but not touching anything.
'What is he doing?' thought Michael caught off guard.
"I feel... So hot...What are you doing to me?" Chromastone said, playing a part.
'Wait, is the statue working on her now? Hmm, if that's the case, I can use this chance to make her my slut before getting rid of her.' Morningstar grinned, falling for it. "That's all the statue's fault. It lets out a wave of energy that makes any women horny and hot. And with a little of my blood it makes them weak kneed for me. The easiest thing to seduce a woman besides being a pretty face." Michael smirked. "And it also gives out a LOT of energy, it's amazing. I haven't even absorbed it all and it'll last a while but it was enough to keep like this."
"I... So amazing... You sexy stud..." She moaned, her hands moving to rub her breasts and vagina.
Michael reached down and undid his pants with his cock flopping out. "If you think so, then come over and suck on this.
"No mouth." She said, pointing at her faceplate.
"Then you can use your chest instead."
"They're rocks." She replied nervously. "Will they even feel good?"
"We won't know unless we try. Now get over here."
She nodded, pushing her breasts around around his cock.
He hummed since they were soft yet the texture also felt a little rough.
"Do... They feel good?" Chromastone said 'innocently' as she massaged his cock.
"Oh yeah, a little rough, but soft enough. Move them faster." he ordered.
'Just get ready asshole.' Ben thought as Chromastone upped the pace of her boobjob, the length making her wet as her wetness dripped to the floor making a small puddle as she pleased Morningstar. 'When I'm done you're gonna get a stone where the sun don't shine.'
She controlled herself, holding her lust back before the blonde suddenly groaned and came. Her face was covered with the sperm while inwardly chuckling at how fast he came.
"That was good." He commented, panting. "Now let's see if your slutty hole is just as good."
Chromastone got into her back, spreading her pink pussy which looked to be fleshy and was flowing lightly in the light.
Michael got on his knees with his cock fully stiff and reached down before sticking a finger in her. "Tight." He commented as he moved it in and out while feeling more of her juices drip out. "And it seems soft enough." He nodded.
"Put it...in..." Chromastone said nervously, pretending to be shy.
"Gladly my dear." He reached down, sliding into her pussy. He groaned from the snug feeling while she let out her best imitation of a sensitive moan.
"I never imagined a cock could be so big!" She fake moaned, internally disappointed his cock was so small. 'Wow, for once I actually want a fucking to get over with as soon as possible.' she thought, and she was lucky as he moaned and came after a few thrusts.
"Ah, wow. Now that was amazing." Morningstar panted with a cocky grin.
"More like boring." she remarked. "You barely lasted a minute."
"... WHAT?!" he yelled, blinking in shock, as Chromastone shot a blast of energy at the statue making it lose its light glow. "B-But you were suppose to be under it's control!"
Chromastone absorbs energy. Nullifying its effect." she smiled before she sucker punched him, knocking him out. She stood up and let the sperm drip out and sighed. "Normally I'm fine with sperm, but with this much it's barely anything. Be thankful I don't just toss you out...there." she stopped before getting an evil idea. "Oh, that's perfect." she grinned. She grabbed him by his suit and dragged him out while we cut back to the party at hand.
Everyone was having fun... when 'Jen' walked in carrying Morningstar.
"You're the worst man ever! You think I'd let you have your way with me just because this is your house! Pervert!" she cried out loud enough for people to turn as she dropped him on the floor and stamped away.
Everyone began to talk about what was going on, especially since his pants and underwear was at his ankles. Giving all women a clear view of his tiny cock and finding it laughable while all of them there wondered why they even wanted to fuck him in the first place.
*with Ben*
Ben sighed as he walked through the night air, the statue in his arms. Everyone had been so preoccupied with Morningstar that no one noticed he had it. 'I'll have Grandpa look at it later.' he thought. while shivering. 'Man, this dress is too thin for this time of the night.'
But he felt his manhood throbbing gently under his dress. 'But dressing like this... I... like it. I feel... sexy. Hot... horny.'
But as he walked he noticed some prostitutes and saw he had walked down the wrong street. He blushed, looking around awkwardly.
'I wonder...should I take this chance?' He thought as he still felt so hot. 'Well no one should see who I am, plus it'll help me get rid of this boner.' He thought. 'And Michael didn't satisfy me.' "Um, excuse me?" he said to a random, yet beautiful, looking woman.
"Yeah? What is it?" she asked boredly while looking at 'Jen'.
"... Can I... You know." He trailed off, although he didn't know what exactly to say.
"Let me guess, you need someone to scratch your itch right?" He nodded at that. "Well that depends, where do you want it?"
My ass." He whispered.
"Oh? Well that's gonna be seventy bucks." The woman shrugged .
"Oh... Okay." He nodded, reaching into the bag he had pulled out his wallet. He pulled out the money and handed it to the woman who slipped it in between her breasts.
"Well, where to?" she smirked.
"Um, down there is fine." he replied pointing to the nearest alley.
She nodded, reaching into a bag she had next to her and pulled out a strapon before she followed him into the alleyway.
Ben stopped after some time while seeing her fit the toy around her waist. The dildo was black and about eight inches long, four inches thick. A nice good size without nearing 'too big'.
"What position do you want babe? Bouncing against me or doggy against the wall?" She asked.
"Um, against the wall." Ben gulped, getting into position.
"Okay then." The prostitute nodded, throwing his skirt up revealing his ass before pulling his panties down "Wait... You're a crossdresser?" She blinked in shock.
"Y-Yes." Ben blushed.
"... Well you payed." She shrugged, spitting onto her hand and rubbing it into her fake dick. "Just remember, I tend to get a little rough."
"I... Kind of want that." He blushed and nodded as she spread his asshole.
"Ask, and you will receive!" she grunted as she started pushing the fake cock into the ass.
Ben gasped and moaned, feeling his body happily accept the cock.
"Who would have guessed I'd be fucking a crossdresser this late at night. You must have been hard just walking in this dress." The prostitute grinned, pushing the dildo all the way in watching Ben whimper and moan at each small movement of the dildo. "This your first time? Because I can barely move." She asked as she began to thrust her hip.
"Y-Yes!" he moaned out gripping the wall while feeling his ass feel the dildo with each movement. It was painful but oh so good! He felt his cock twitching with each thrust... And then she began to pick up speed, thrusting in and out of him faster.
"Well then I'll make sure you feel every inch with your tight ass!" She smirked, hands tight on his hips. "And fuck, you have an amazing ass! And you're a GREAT crossdresser, I had NO idea you might have been a guy till I saw your cock! Which is a nice one, by the way!"
Ben moaned louder with each praise while slowly feeling his head go blank from how good it felt to get something in him while he was still in his natural form. His eyes began to roll up in his head, his tongue hanging out as he moaned. "Oh yes! It feels so big and good!"
"You're so slutty." The prostitute commented, thrusting harder. "And wow is that hot!"
"Faster!" Ben moaned, his cock twitching faster and faster.
The woman obliged while moving a hand down and started rubbing his dick.
Ben gasped and moaned, his back arching in ecstasy. "Oh god! I'm gonna...gonna..." He mumbled before his seed shot out and hit the alley wall. He arched his back while riding out the pleasure and his eyes rolled in the back of his head. His body rocked in ecstasy, moaning as he had a fucked happy smile on his face.
The woman slowly pulled out while Ben fell to his knees with more of his sperm spurting out and he panted without losing the smile.
So... Good..." He mumbled with a pleasured grin.
"Need anything else or will that be all?" The prostitute purred, poking his cock.
"N...No..." he got out through pants.
No? Is that all or do you want more?" She smirked.
"...well...maybe a blowjob." he admitted seeing his cock still rigid.
"Oh? So you went a COMPLETE sissy." She commented, getting on her knees and taking his cock into her mouth.
Ben groaned out and leaned against the wall while feeling the pleasure run up his spine. He put his hand on her head, enjoying the suction. He forgot he was even buying her services since his mind was focused more on the pleasure. He loved the feeling, soon cumming.
The woman swallowed it while using her tongue to lick up any sperm left on the tip before pulling away.
"Th... Thank you." He mumbled happily.
"No problem, and considering that was pretty fun, I won't charge you for the blowjob." She smiled.
"Wait... Really?" He gasped in a bit of shock.
Yeah, but just this once." She nodded.
"O... Okay." He nodded, pulling his panties up slowly.
"Just be careful. With a tight ass like yours out here at night, you might get jumped." she teased.
nodded, even if that thought made his cock twitch for a second. After getting his form back together he left the alley and headed on home.
He felt a bit ashamed of what happened. 'I just paid a hooker to fuck my ass.' He thought in disgrace, sneaking inside. He made sure no one was awake and headed to his room. He went to his room and stripped naked, falling on his bed.
'What I need is a good night sleep.' He thought, falling asleep.