Ben 10: a feminine change
chapter 12
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It had been a rather intense and exciting few weeks for Aggregor after taking Ben as his own personal slut. And by that we mean Aggregor had been fucking him almost non-stop.
Ben had been using each alien he had as Aggregor ordered to fuck him in different ways while doing it anywhere, no matter how many of the soldiers watched or walked in on them.
However Aggregor WAS being protective, not allowing any of his soldiers to touch Ben After all, why would he want to deal with his men loosening Ben's anus up and taking away the pleasure he could enjoy whenever he wanted.
Aggregor was currently sitting in his chair, running his fingers through Ben's brown hair as the teen sucked his cock hungrily. He had also gone through quite the change thanks to gathering the aliens needed for his goal. He no longer looked like a human, instead he looked like a strange amalgam creature of the aliens. Which definitely enhanced his cock which Ben was trying to lick all over with his tongue.
"Hmm..." Aggregor hummed as he sat back, his chin resting in his hand. "You're hitting just the right spots slave."
"Thank you." Ben panted with hearts in his eyes, reaching down to suck his balls while his hands rubbed his cock since he was completely naked and dripping precum on the floor. "Your cock is so good." Ben moaned against his balls, feeling like he would cum just from licking this cock. "I can't get enough of it."
"I grow tired of your human form." Aggregor moaned while cumming on Ben's back and face, his cum shooting over Ben's shoulder lightly. "Change form if your Ultimatrix has recharged."
"Yes sir." he smiled moving back while grabbing the dial and began going through. "Do you have any in particular you want?"
"No, I do not care." Aggregor shrugged. "Just choose a sexy one for me."
"Gladly." Ben moaned sexily, pushing the Ultimatrix down. After the flash died down it revealed his slim and sexy, curvy yet not-overly busty, XLR8 form. She climbed onto his lap and rubbed her slit over the large blue dick which had a pink tip that was nearly the size of a clenched fist. "Is this body desirable?" She flirted, eager to be filled again.
"Hmm, perhaps, it DOES let me do this." he grabbed her by the waist and slammed her all the way over his dick, making a bulge form in her and causing her to arch her back and let out a high pitched scream.
'Holy fuck it feels like I am being split in two!' XLR8 thought and not finding that a bad thing. She felt Aggregor slowly move her up before bringing her back down hard making her tail swish and her body to shiver. She held onto his shoulders, bouncing herself against him as best she could. "Oh god yes! Yes! Yes!"
"This form is certainly tight." Aggregor groaned softly, a single hand around her stomach to help move her while the other rested lazily on his throne. "But it'll take more then just being tight to get what you desire, show me how desperate you are for my seed."
XLR8 nodded quickly, using her tail to play with his balls while her legs began to push herself into super speed as she became a near blur on his dick. Each movement stretched her out like before which was making her mind go hazy.
The speed added so much to Aggregor, feeling like three women were fucking him at the same time or something. "Good slut." he grunted reaching up to squeeze her breasts hard making her stick her tongue out while gripping his balls and rubbed them all over.
"Fuck me! Fuck me more! Please!" She moaned in lust, her eyes rolled up as she fucked herself
"I'm going to make sure you end up impregnated you bitch." Aggregor roared, cumming and filling her vagina with his seed... And then overflowing said vagina with said seed because he was cumming so much.
"OH YES!" XLR8 screamed as she came wildly, her body rolling and shaking in ecstasy while feeling some sperm gush into her womb and making her eyes roll into her head. "Master." She moaned deeply .
Meanwhile Kevin and Gwen were in the Rust Bucket 3, a spaceship, chasing after Aggregor.
"Damn it, at this rate he's gonna fuck up the whole universe." frowned Kevin. "Four pieces, and we couldn't even hang on to one."
"And now he's heading to the center of the universe. Who knows what damage he'll do." Gwen added, only wearing her red bra and thong because of the damage her cloths kept taking.
"And who knows what he's doing to Tennyson." muttered Kevin while trying not to stare at Gwen or else they'd get off track on what they needed to accomplish.
"... Yeah." Gwen sighed sadly while looking down. "For all we know he's using Ben as some kind of breeding bitch, or using him for his own lust, or worse, selling him off like a slut to alien crime lords."
Kevin nodded, blushing a bit as he imagined Ben in the positions, from getting gangbanged by the aliens, riding Aggregor's dick, or even seeing a few of Ben's female alien forms pregnant and didn't notice his pants feeling tighter. At least until it became painful.
Gwen however noticed KEvin trying to move his legs and hide it, but she knew it was getting hard since she wanted to see just how quick it would take for him to start getting images in his head from her words. She was about to act on it... When a light filled the room.
"Woah, what's going on?" Kevin yelled, the light disappearing to reveal a ten year old Ben?! "What the-"
"Woah!" spoke the young Ben looking around in confusion. "What just happened? Where am I? And who are you two?"
"Ben?" Gwen blinked while Kevin's eyes widened. "How did...how did you get so young again?"
"Who the hell are you?" Ten year old Ben blinked in confusion, looking away with a blush "And put some clothes on lady!"
She looked down at herself and chuckled while crossing her arms. "What's wrong doofus? Can't you remember your own cousin?"
"... Dweeb?!" Ben10 yelled "Uh Uh! No way you're Gwen! You're hot!'
"Thanks." she giggled while Kevin raised an eyebrow. "But it's true."
"Oh yeah? Prove it." he challenged with crossed arms.
Gwen smiled and leaned down, whispering a few words that Kevin could not hear. Ben10 has a shocked face when she pulled back. "Believe me now?" She asked.
"... You're Gwen." He nodded while gaping and then looked away with a huge blush. 'I just called my dweeb of a cousin hot! Oh god!'
"Told you." She smiled before frowning. "Meaning you are from the past."
"Wait, but how?"
"Well that all depends on you. Like, what were you doing before you wound up here?" asked Kevin.
"Chasing after Animo." Ben10 explained.
"... Maybe it's got something to do with this place?" Gwen asked as she looked out the window and saw they were in some kind of white and blue nebula. "How did we get here?"
"I helped you." spoke Paradox flashing in making Ben10 jump.
"Woah! Who the heck are you supposed to be?" Ben10 asked kind of rudely.
"Professor Paradox!" Kevin and Gwen gasped.
"Hello Gwen and Kevin, I take it you're rather confused about all this, correct?" he smiled.
"No duh." remarked Kevin bluntly.
"Well with your Ben currently... Indisposed... I grabbed another version from earlier in the timeline to help." Paradox explained. "As for where you are, this is a nebula which I've opened up to help you catch up to Aggregor before he can get to his prize."
"What IS his prize?" Gwen asked.
"He wants to try and absorb the power of a baby CelestialSapien, or as Ben likes to call it, Alien X." Paradox explained.
"Alien X? That sounds awesome!" Ben 10 grinned and then frowned. "Waiiit! Alien X isn't a hot alien woman like the rest of my aliens, is it?"
"It is." Kevin and Gwen nodded.
"Damn it!" Ben huffed with his arms crossed. "Why can't I get a break and actually get a man?"
"Try harder when you get older, it might help." joked Kevin making Ben blush and Gwen nudge him. "What?"
"Ignore him, he's just teasing you." Gwen assured, hugging him against her bra clad chest.
His eyes widened while turning more red than her head while Paradox silently chuckled.
"I should be going." Paradox smiled.
"Wait! I can't stick around here, I'm clueless on what's going on." spoke Ben10.
"They will explain, good luck!" Paradox waved before he disappeared.
Ben10 groaned and turned to the other two. "Just what the heck IS going on?"
"Future you was kidnapped by an alien who absorbs other beings energies, said alien has absorbed five elementally aligned aliens making him very powerful, and he is now going to drain energy from an alien of Alien X's species who has the ability to warp existence to its will."
"Meaning if we don't hurry, we're screwed." remarked Kevin.
'And not the kind Ben's probably getting.' thought Gwen while looking at Ben10. 'Hmm...'
'What's that look in her eyes?' Kevin thought in worry.
"Say Ben? Have you used all your aliens or unlocked any new ones?"
"What do you mean by 'all my aliens'?" Ben10 asked.
"Well your original ten, have you used all of them at least once? Cause after you do, it's only a matter of time before you wound up unlocking new aliens one at a time." 'This'll help me get a clear idea on just how far he is in summer.'
"Oh yeah, I've recently unlocked this cool vine alien! I call him WildVine!" Ben10 grinned.
"So then I take it you wound up a bit 'tied up' after using her?" she smirked since regular Ben let it slip on how he got fucked as Wildvine when fighting against the mycelium who used tentacles on him.
"N... No!" Ben10 blushed, looking away while feeling a bit hard as he remembered that situation.
'Hmm, I haven't had a chance to turn Ben into a sissy when he was just starting out, and if I have a little 'fun', it's not like it'll change who Ben really is anymore then he is now.' Gwen thought as she was smiling cheekily, plotting how to do this.
Ben10 felt a cold chill seeing the smile while Kevin had a sneaky feeling in his head.
Meanwhile back in Aggregor's ship Ben was in his Humungousaur form, dressed up in a few strips of fabric, and dancing erotically for the man who watched it with delight and not covering his dick as he stared at her large chest.
He saw her large breasts bounce and away, off in front of his face with her large plump ass waving teasingly close to his dick. 'Perhaps I should consider having her stay in this form and see if I can make her sire a child or two for my own use.' He thought, massaging his own large cock at the sight.
"How is this master?" Humungousaur purred, her tail rubbing his balls gently.
"Excellent, very VERY excellent my little slave."
"Can you fuck me now Master?" She begged, making her ass shake more.
"Perhaps, but you'll have to try harder to convince me." He grinned, wanting to see what she'd do.
"Please master, fuck my slutty holes, they're desperate for your amazing sperm!" She begged, spreading her pussy wide with her hands while raising her tail up and making sure to spread her ass at the same time.
"That is suitable for now." He commented, grasping her hips and slamming inside her pussy making her open her mouth in a silent scream before gasping.
"Master! Fuck me!" She moaned as she began to move her hips up and down the huge cock. "So good!" She moaned in ecstasy.
"I'll ensure each and every one of your holes are the exact shape of my dick."
Aggregor mocked while slapping her ass.
"Yes! Yes do it!" She moaned when the Ultimatrix began to beep. 'No! Not yet damn it!' She thought, hitting the Ultimatrix to go Ultimate before her body started to turn green along with getting bigger while she kept moving her hips. Her breasts grew a few cups, her ass became plumper and her body grew tighter. She also gained a blue ankylosaurus-like helmet along with a blue turtle-like shell on her back with her tail becoming a mace with spikes.
"Oh fuck!" Aggregor moaned, feeling the change happen around his penis. "You've got some nerve to do something sudden without my permission, I'll have to punish you for that!"
"If... If I didn't I would have reverted to human!" Ultimate Humungousaur moaned. "Please Master forgive me! I wanted you to keep fucking me!"
"Even still, you should have been quick enough to ask me." Aggregor growled. "And you are a slut, alien or human. You are a sissy boi who loves being fucked, in a human body or alien. And once you turn back I am fucking your tight ass, making it fit my perfectly."
"Oh god! Yes master! Whatever you say!" Humungousaur moaned deeply, cumming at the idea.
Back with Gwen, she was giving Ben10 some new clothes much to his confusion.
"What's so wrong with my clothes?" Ben10 asked.
"Simple. That's your lucky shirt, which you kept to this day as a momento. If that gets ruined, ripped and such, time paradox." Gwen smiled innocently. "I'm just being a loving cousin and help you with some clean clothes since we have some time."
"Fine." Ben10 frowned. "But...these seem kinda, off."
"It's all we've got, go get changed." She urged while feeling excited inside as she directed him to the bathroom on board with Kevin still not losing the bad feeling he had.
"Fine." Ben10 rolled his eyes and closed the door behind him while Kevin cleared his throat.
"What are you up to Gwen?" He asked.
"Oh, just having some fun for us darling." She purred, trying to catch him off guard.
'Darling?' He thought, now REALLY suspicious.
Ben10 soon emerged from the bathroom wearing some tight black lycra shorts, a white shirt, a pink jacket and some white knee high socks. He was blushing and looking away while Gwen smiled and Kevin's eyes widened. "I feel stupid." He mumbled.
"You look great!" Gwen smiled, hugging him while making sure his face got right in between her breasts.
He blushed brighter feeling the breasts while trying to keep in mind this was his cousin.
Kevin, meanwhile, was looking right at Ben10's ass in those super tight shorts. It looked small, but at the same time the shorts clung to it and helped emphasize it to show it looked cute and would look drop dead sexy in the future. He could not help it, he was getting hard. 'Damn it, did Gwen want me to gawk at him like this?'
Gwen smiled at him, reaching down and grasping both of Ben10's ass cheeks before she started playing with them.
He jumped with a gasp while Kevin definitely felt his pants get tighter. "H-Hey!"
"Such a nice ass. And it grows so much nicer." Gwen flattered, spanking her cousin's ass.
"What are you doing?!"
"Please, me and future you do this and more all the time." She smiled, kissing him.
Ben10's eyes widened while feeling his body tingle from the rubbing.
Gwen slipped her fingers under the shorts, playing with his asshole as she kissed him and gave Kevin 'come hither' eyes.
'Holy shit, this is really happening.' thought Kevin before standing up and walked over while Ben10 was blown away.
"I know you want to try what happens to your aliens... Out of alien." Gwen whispered into Ben10's ear. "Now be a good girl and let my boyfriend fuck you, you know you want it. What will it hurt to try?"
"I... I guess..." Ben10 nodded, feeling nervous but also very aroused.
"Good." Gwen smiled. "Now, get on your knees."
Ben10 gulped as Gwen let go of him before he slowly moved on his knees while feeling the shorts get tighter up front.
Gwen knelt behind him, lightly teasing his asshole with a few fingers while her free hand reached into Kevin's pants and pulled out his hard dick. "I'll bet your little boi pussy is aching for something thick, hard, and wide." Gwen whispered into his ear. "But first you need to get Kevin all nice and wet so he'll slid right in, show my boyfriend what your slutty mouth pussy can do." She teased and urged the younger version of her cousin, this entire situation making her soaked.
Ben10's eyes widened since he was used to this situation as a girl, but right now he was completely himself. He found his mouth watering as Kevin's manhood hung near his face, hard for him. He gulped, nervously wrapping his hands around it and kissing the head gently.
Kevin was surprised the young Ben actually did and saw the Ben kiss around the sides while Gwen pulled her cousin's shorts down to rub the boy's ass directly making him groan.
"That's it, good girl, tastes good doesn't it?" Gwen encouraged as she slid a finger inside her cousin. "Now lick it, really taste it. Soak in its smell."
Ben10 blushed hearing that and jumped feeling the finger while he inhaled some of the cock's musky scent. 'So.. string and manly.' Ben10 thought as his eyes turned into hearts, taking the head into his mouth and sucking gently.
"Shoulda known you were setting this up." groaned Kevin to Gwen who kept moving her finger in and out.
"Trust me, when we get our Ben back you'll be thanking me." Gwen grinned at him. "Heck, I might be worried he'd try and take you from me."
"Aw, someone's jealous." he teased before groaning more as he felt Ben10's tongue lick at the tip. He shuddered and put a hand on Ben10's head, trying to urge him to take more of his cock into that wet tight mouth
'It's salty...it's different than when I was Four Arms.' Ben10 thought as he sucked, bobbing his head on the three inches he was sucking on and he wanted more. He started to move his mouth over more making Kevin grunt while he himself groaned feeling Gwen's finger wiggling around in his anus.
She had three fingers inside him right now, spreading them slowly and gently to help loosen him up. She used her other hand to rub across her soaked panties while trying not to get TOO excited, at least not yet. "Come on, choke on it." She urged. "Really stuff your throat with that big meaty cock."
Ben10 did as he was told, trying to take the entire length down his throat as he moaned and gagged. 'It feels so good.' he thought when Kevin pulled back.
"Open wide." Kevin panted, jacking himself off and pointing at Ben10's face.
Ben10 did so while Gwen made sure he was positioned right while Kevin grunted.
Kevin moaned and came. His cum splattered over Ben10's face, some landing in his mouth but most of it went to making his face look like a slutty mess. "Now that's what I call right in between the eyes."
Ben10 was moaning, swallowing the cum in his mouth while licking and scooping the cum off his face. He felt his shorts get so tight it was painful and didn't even realize precum was leaking out onto the floor.
"Now Ben, turn around." Gwen giggled before sliding her fingers out with his asshole loosened up.
"O.. okay." He nodded and did as he was told, reaching for his shorts but Gwen pinned them there. She made sure his ass was uncovered but they were scrunched up around his thighs, hiding his cock and balls lightly and stopping his legs from moving too much.
Kevin stared at the ass before getting on his knees and reached down before giving it a direct rub. "Here we go." He smiled, he felt anticipation filling him like magma and like a volcano he was ready to blow. 'This is so wrong, but at the same time, so hot.' He held onto Ben10's ass and slid inside surprisingly easily, the hole tight and squeezing him like a vice.
"A-AHH!" Ben10 let out with wide eyes while gripping the floor.
"If feels so good, right? So big and hard?" Gwen purred. "You want to cum already, don't you?"
The boy blushed and looked down without saying.
"Come on, Kevin can't know if he's doing a good job if you don't moan and tell him." Gwen teased.
"I...guess not." Ben10 whispered, taking a breath only to lose it as Kevin began to thrust in and out. "AHHH!"
Gwen slid a finger inside herself and moaned, watching the sight. "How's it feel to be inside my younger cousin Kevin?"
"He's so tight... It feels like he's trying to pull me into his throat from behind!" Kevin moaned as he pulled back and slammed back in making Ben10 cry out.
"So... So fucking good!" He moaned.
"Damn straight it is!" Gwen grinned, fingering herself faster. "And just think... One day you can have this ALL the time! Isn't being a girl so nice?"
Ben10 moaned as a response while feeling his dick flop around with each thrust which felt like it was gonna split him in half. He tried to reach down to rub himself but Gwen pulled his hand away .
"No, Jen." Gwen whispered into his ear. "You don't need that. Yes you feel happy when a girl lets you fuck them, but you don't need your clit. Being fucked is more than enough. Come on, tell me you love being a girl. Tell me how you really feel. Or I will make Kevin stop."
Ben10 moaned and groaned. "I...I feel like my butt is on fire!"
"You can do better than that!" Gwen encouraged. "You need to be loud, honest, and really let your slutty side out. Embrace it Jen."
"I... I LOVE IT! I LOVE HIS BIG HARD COCK DEEP IN MY ASS!" Ben screamed as he went cross eyed. "I WANT HIM TO KEEP FUCKING ME! PLEASE, PLEASE, FUCK ME HARD! CUM SO HARD I CAN TASTE IT! I NEED IT! I'M A SLUTTY SISSY WHORE!"
Hearing that made Kevin grit his teeth before he started hammering into the snug ass with all he had with the tip pressing against the kid's prostate making him scream out.
Ben10 could only scream in ecstasy as his eyes rolling up in his head, his tongue was hanging from his mouth and he came hard all over the floor without his dick ever being touched, the creamy liquid forming a small puddle under him.
"Oh I love you Jenny." Gwen moaned and teased, kissing Ben10 sloppily. She kissed his lips hard, sucking his limp tongue and playfully swirling her tongue around his. 'This is DEFINITELY gonna turn Ben into the best sissy in the universe.'
Kevin moaned as he came inside Ben10, amazed by the feeling.
We return to Ben, the modern day Ben who was transformed as Four Arms and currently rubbing Aggregor's dick with her breasts and licked the tip at the same time.
"Tastes so good." She moaned against his dick before her eyes widened and a shiver went up her spine, the change in time hitting her. She suddenly felt more juices drip down while she began to engulf the tip and rub it harder before she began to bob her head. Her eyes turned into hearts, moaning
"Oh? Seems someone just got more eager." Aggregor smiled.
'Cock! Cock! Tasty juicy cock! I love it!' Ben thought as he sucked the cock with his female body. 'It tastes even better than I remember!'
Aggregor gasped and groaned, feeling like Ben had somehow gotten almost twice as good as before. Heck, she was almost overwhelming him right now. "I-I'm about to explode!" He roared and came, like a rocket while holding her head down over it before the sperm started gushing down her throat as she eagerly swallowed it all.
'Tasty... So tastey...' she thought as she could feel it pool directly into her stomach.
Aggregor's penis finally sent soft, unable to harden. He panted while surprised and caught off guard. 'What happened?' he thought, although his curiosity was ended as he noticed they were nearing his target. A giant female Celestialsapien. He grinned and stood up while Four Arms licked any sperm she left on her breasts or lips. "Ensure all weapons onboard are set and ready, I don't want any interruptions when we reach the area."
Back with the others they were in a soft afterglow, holding each other as their ship needed their destination.
Ben10 groaned while in a daze as Kevin panted with cum seeping out of the young Ben's ass.
"We need to do that again." Kevin smiled while Gwen had a puddle under her legs while laying against the two. "And I mean REAL soon."
"I'm sure our Ben will be unable to live without it." Gwen joked, Ben10 nuzzling Kevin's chest and kissing it. 'I just hope he's doing alright.'
"I can see Aggregor's ship!" Kevin gaspedsitting up with a groan as he looked out the front window.
"Are... We flying towards the thighs of that giant Alien X?" Gwen blinked.
"Huh?" Ben10 let out who was still in a daze. He snapped out of it as he saw the giant naked woman made of space. "Woah!"
"Big boobs." Kevin blinked.
"Are... We going towards her vagina?" Gwen blinked, their ship following Aggregor's. 'What the hell is he thinking?'
"Sir, are you certain we should head...down here?" asked one man.
"Yes." Aggregor ordered.
"But wasn't the original to go to her-"
"GO!" he snapped with a glare making the man rush to obey while turning to the sight with a smirk. 'A Celestialsapien child would grant me all the power I want, but I'm feeling something more...kinky. If I can absorb her power AND fuck her, that'd be killing two birds with one stone.' He thought calmly while Ben was back to his regular form and panting on the floor with a lopsided grin.
Ben was basically domiciled, not wanting to move and just bask in his feeling.
Slowly the ship got closer to the thighs before stopping with Aggregor heading out using the airlock.
He jumped down, landing near the junction between the giant woman's legs. He could see a faint outline of her pussy and felt his dick growing out. "And now, my prize is within my grasp."
That was when the Rustbucket 3 landed on his ship, making it tip and causing him to stumble while Kevin, Gwen, and Ben10 hopped out.
"Huh?" Present Ben blinked from the ship, seeing his younger self and was stunned. "What the...how the..."
"Aggregor!" Kevin yelled absorbing the alloy of the ship. "You got something that belongs to us!"
"Give me back my cousin!" Gwen added as she summoned mana around her hands.
The Osmosian smirked before spotting Ben10 who was blushing and still in the outfit Gwen put him in. "What is this?"
"That's Aggregor? I can't tell if he's uglier than Vilgax." remarked the young Ben trying to not look embarrassed since his ass still tingled.
"You going to go alien?" Kevin deadpanned.
"Oh right!" he spoke before dialing in an alien and slammed down before transforming into Four Arms.
"Oh, such an innocent looking version of my pet." Aggregor laughed, noticing the similarity between Ben10 and Ben.
"Where's Ben?" scowled Gwen.
"In my ship." He shrugged as he stared at Four Arms like a piece of meat. FourArms gulped, taking a nervous step back. "After I crush you two and claim my prize, perhaps I'll claim that one as my new pet." Aggregor laughed. "Having two of that sissy, oh that would be so enjoyable!"
"Over my dead body creep!" blushed Four Arms rushing at the criminal.
"What are you even doing here?" Gwen asked, charging in as well.
"To claim ultimate power of course."
"How?" FourArms asked, throwing a punch which Aggregor dodged and blasted her away with some water while blocking one of Kevin's punches before hurling him back at Gwen who used her mana to catch him.
"Do you not see where we are?" he smirked pointing to the thighs with a thumb.
"Yeah, so what?" asked Kevin looking up at the Celestialsapien before he started to notice the position. "Wait...you don't mean..."
"Yes I will fuck her and drain her power!" Aggregor laughed.
"You sick bastard!" yelled Gwen hurling several mana orbs Aggregor blew away using electricity. "That's like rape!"
"Yeah, I doubt she's gonna be all for it if her voices are busy in there, no better than giving a girl a mickey." spoke Kevin while Four Arms roared and tried hitting Aggregor with all four arms.
"That's where you are wrong!" He grinned, grabbing Four Arms' arms and holding her back. "I am going to use all my power on her clit, the electrokinesis and the radiation and the super strength and the wind power. All of it focused on the most pleasure sensitive part of a female's body. She will cum, giving me the chance to drain the power I need freely! I am slipping a hand under her skirt, if she wanted she could stop me! But she won't! She will cum and with the power of a god I will grow and fuck her before I remake the universe!"
"The hell you will!" yelled Kevin who rushed over before Aggregor fired a radiation beam knocking him back.
Suddenly a white tiger woman broke out from Aggregor's ship and roared before landing on the hull. She had black stripes on her arms and shoulders with pure white fur, a black claw coming from each wrist, green eyes, the Omnitrix symbol in between her medium sized chest and had some shapely legs. She looked slim, shapely and sexy yet still powerful.
She let out a loud roar and glared at Aggregor who was caught off guard. "Let me tell you something Aggregor! You're not touching that clit!"
"... What?" He blinked.
"You might have given Rath one hell of a mind blowing, shattering, and all around amazing fucking, but she'll burn in hell before she lets you take over her universe!" she yelled before charging at him. "And you hurt Rath's family and friends! NO fuck, no matter how amazing, is worth that!"
Aggregor was so surprised he let go of Four Arms who rounded around and swung her arms just as Rath swung her own up, which caused three fists to hit him in the chest and send him flying back near the edge, but he managed to dig his claws into the side to keep from falling.
They all heard a loud female moan, Aggregor holding onto the Celestialsapien's vagina.
"Let me tell you something guys! That one's on Rath!" The tiger girl roared.
"Wow that's a weird alien." Four Arms commented. "Why is it speaking in third person?"
"She does that." Kevin and Gwen said at the same time before they all turned to Aggregor who held on as the large aline let out a low moan.
The man glared at Rath before looking up and started to climb the folds. "I will not be denied my power."
"... this HAS to be someone's fetish." Kevin joked before Gwen nudged him with a frown. "I mean, we gotta stop him."
Aggregor roared as he charged the group, backhanding Gwen away and slamming Kevin hard against the Rustbucket II making it call on top of him
"I will kill you before I make her orgasm." He roared, his attack having knocked Gwen our while Kevin was stuck under the ship leaving just Ben and Ben10 who were in the forms of Rath and Four Arms respectively.
"Let me tell you tiny and younger version of me who probably still has a lot to learn! We're gonna kick Aggregor's ass, even if he did give mine the pounding of a lifetime!" Rath yelled.
"Was it... Really that good?" Four Arms found herself asking as she blushed.
"Damn straight it was! Rath's ass is still tingling from it!" Rath yelled, getting wet at the memory while her nipples became hard and easy to see through her fur.
"That sounds... Really good." Four Arms mumbled, biting her lip as one of her hands grasped one of her breasts while her soaked thighs began to rub together.
"Rath will tell you every detail! AFTER we kick his ass!"
"O... Okay." she nodded before yelling out when she suddenly got shocked from behind.
"Fools." Aggregor laughed while he looked at Rath. "If I knew you had that form I would have tried harder to break you down, seems your spirit is back."
"Let me tell you something, Aggregor with the massive dick, fuck you! And not the way that makes my mind goes to mush!" she growled. "This time, it'll be Rath who tears you apart!"
"Try it." Aggregor smirked.
"You asked for it!" Rath roared as she jumped at him, hitting him in the face twice before she threw him to the ground and kicked his chest. Aggrigor grunted before he grabbed her foot and stood tall, throwing her into the air before he caught her by the neck and slammed her face first against the starry stomach of the Celestialsapien.
Kevin himself groaned as he slowly pushed the ship off his body. "Damn it... I'm stuck." He grumbled, pushing the ship as best he could. He used as much strength as he could while hearing a loud boom and Rath's yell of pain.
Soon Rath and Four Arms where pinned to the floor, Aggregor grinning down at them with his dick hard and throbbing.
"I win." He proclaimed.
"No...way!" spoke Four Arms who gawked at the size. 'Is that an arm?!'
"Now before I claim my prize... It is time to show you both your place." He grinned, pulling both alien girls towards his dick. "Now! Lick and suck!"
Rath growled since her nose was stronger and could smell the musky scent while Four Arms blushed brighter than her skin. The two leaned in close, licking the cock and moaning at the taste while feeling their submissive sides come out as Four Arms could feel her body getting more excited than before, which in turn transferred over to Rath.
Aggregor had beaten them, so Four Arms had to do as he said. It was in a female Tetramand's nature.
'Damn it! I'm already getting turned on again!' thought Rath in aggravation. She could not resist the cock in front of her, hungrily running her tongue up and down its delicious length while Four Arms was now sucking on the head while Aggregor groaned and Kevin managed to get some room and spotted what was going on.
"Oh no... Oh FUCK no!" He snarled angrily before getting up and ran at the Osmosian before slamming down fists against his side where his ribs were.
Aggregor was sent flying, holding his shelled side in pain. "You dare..." he snarled.
Kevin panted, exhausted. 'How tough is this guy?' he thought, seeing only one way to win. He frowned, reaching towards Rath. "Sorry Tennyson." and grabbed hold of the Ultimatrix, screaming in pain seconds later with Rath going wide eyed when she transformed back as Four Arms saw Kevin's body suddenly get covered in a green flash. His body grew, distorting and mutating into a strange amalgamation of several different aliens. Not even the same parts of his body were made from the same alien. He let out a groan before it stopped and he glared at where Aggregor stood who was stunned. "You... Think you're tough?" The now Ultimate Kevin panted as he stood tall. "Well guess what? I'm tougher, and I'm gonna show you what happens when you try to use my pal like a sex toy."
What happened next could be called a massacre as Kevin combined the power of Ben's aliens to beat Aggregor into the ground. He mixed and matched any power while slamming against the man with Gwen, Four Arms, and Ben watching in silence while hearing a few cracks.
And then more. And then more. And then more.
Aggregor's beaten body fell to the floor, reverting to his normal state.
Kevin huffed while feeling satisfied with Gwen and the other two Bens speechless. "And stay down, or else."
"... Kevin?" Ben asked. "Are you feeling alright?"
"Never better... Jen." Kevin grinned, reaching down and picking Ben up before he flew away.
"Hey! Kevin!" called out Gwen while the two could only watch since he was gaining speed in an instant.
"Oh my god, what the hell happened to him?" spoke Ben10. "I mean, I know he absorbed all that sweet power, but...damn."
That was when a familiar time traveling man walked over to Gwen and Ben10, stepping over Aggregor carefully. "Well this looks like a bit of a pickle."
"Professor Paradox?" spoke Gwen while Ben10 jumped in surprise.
"Hello Gwendolyn, hello Benjamin, looking quite fine in that new outfit." Paradox complimented, honestly.
"Gah!" he blushed looking away.
"Professor Paradox why did Kevin take Ben like that? If he's gone mad cause of power, wouldn't he go for what Aggregor tried to get?" Gwen asked.
"There is something he wants more than power." Paradox explained, looking at Ben10.
"Why you looking at me like that?"
"... He wants Ben." Gwen said as her eyes widened slightly. "He's lusting after him."
"Bingo. The power has caused his self restraint to unwind, and now that he's had a taste thanks to young Benjamin here, he'll want much more." Paradox explained. "He wants to taste the 'ripened fruit', as it were."
"Oh my God...then this is all my fault." Gwen cried as she fell to her knees.
"It is not your fault Gwendolyn." Paradox assured. "This will turn out well."
"He's right, we'll go after Kevin and kick his ass for kidnapping older me." Ben10 urged.
"... Thank you." She nodded with a smile.
"I'm sorry to say that won't be possible."
"Why?!" Gwen and Ben10 yelled.
"Because he's needed back in his own time. If he stays here too long it would drastically alter your future." Paradox explained.
"I see." Gwen nodded with a frown, fists clenched in anger. "I don't like that but... You've never proven us wrong before Paradox."
"Aw come on! Can't you just teleport us to Kevin and give us some time? This time I'll make sure gets a fireball where the sun doesn't shine." Ben10 growled, punching his own hand angrily.
"I can't, all you can do is go back and live your life as you were. All of this will seem like a dream, but I can say that you coming here and having some 'fun' will turn out for the better." he smiled. "Your kids will be quite happy I assure you." He then opened a portal, holding a hand out to Ben10. "Now, let's go. Shall we, young Ben?"
"Fine." he sighed before letting the professor lead him in. "Wait, what do you mean by k-" before the portal closed leaving Gwen alone.
"... Don't worry Ben. I'll get you back." Gwen said to herself, dragging Aggregor to his abandoned ship.