The Bearer

by Gohan Rose

Being imprisoned in the Null Void for an entire decade changed him. To survive, he had to turn himself into a weapon. After escaping, he's more than satisfied to live peacefully but world-ending threats and mysterious forces pull him back into the fold. As he sees the broken state of this world, he's determined to protect it in the only way he knows how. Ben/Multi.

6. Chapter 6

YO!

Before I get into today's chapter, I want to let you all know that I will be doing a fic where I will be posting character bio's along with other things. So, if you want to see character stats and see how strong a said character is, go along and see that fic. I will be regularly updating that fic with character strength and feats as this fic goes along.

Warning: This story contains explicit scenes, heavy violence, foul language, unrealistic proportions and actions regarding the human body as well as other contents suited for mature readers only. If such content does not appeal to you and your preference, kindly leave.

ZZZ

A red streak of light blurred across the skies while a blue streak, being a bit slower, passed through as well.

However, on the ground, a blue and black streak sped forward, maintaining pace with the second streak.

Ben, in Jetray form, sped through the sky at hypersonic speeds, which wasn't even a small fraction of his full speed this form. But he needed to hold back immensely so that he didn't leave Gwendolyn and to a certain extent Kevin behind. He knew that Gwendolyn's max flight speed was around Mach 8, maybe Mach 10 for a short while. But it was better than it was when they reunited ago, that much was apparent.

However, Jetray halted once he saw what he was looking for and hovered in the air, waiting. Gwendolyn halted behind him a few moments later as she fully caught up.

Kevin stared upwards before crouching slightly and sprouted Lepidopterran wings from his back. Once he flapped them, he took off into the sky, scattering a lot of sand below his feet due to the desert that they were in. He flew upwards into the sky and hovered in the air besides Gwendolyn. He waited calmly as they all stared at a few dozen or so DNAlien weather towers with even more DNAliens working on them, doing numerous miscellaneous tasks.

"Remember the mission briefing." Jetray spoke in his hurried, deep and raspy tone. "Demolition is priority. Destroy every single tower here. Don't worry about the DNAliens until we fully finish off the towers."

Both Kevin and Gwendolyn nodded in agreement before they flew off to their respective tasks.

Kevin, while maintaining the Lepidopterran wings, stuck out his right arm and that entire limb shifted into a Petrosapien arm. He then flew forward at speeds greater than sound, and while he was doing that, the diamond-like arm shifted into a double-bladed axe. Once he neared the tower, he cleaved it completely in half as if it was made from wet paper.

The tower creaked slightly and the DNAliens squawked in alarm as they opened up their sickening mouths before shooting the dark green slime at the airborne Kevin. However, he was able to maneuver out of the way with ease and his bladed axe shifted into a very large hand, being around ten meters in length and height.

Kevin aimed his hand and shot it forward with blurring speed. The DNAlien couldn't react as the huge, teal crystal hand slammed into them and the falling weather tower, completely destroying it in a fury of fiery explosions.

Gwendolyn floated up into the air before holding out her hands. A golden glow surrounded her palms and her eyes were shrouded with the same color.

"Scintillans Fuegos Artificiales!" Gwendolyn intoned calmly. Once the words were spoken, hundreds of small, golden bolts of energy flew forward from her palms.

They soared through the sky before they curved downwards. The bolts of energy impacted with a few weather towers. After a few seconds, it seemed like her attack had down nothing. But once two or three seconds passed by, hundreds of small explosions rocketed off, creating dozens of shockwaves. The entire horizon was blocked by the explosions and then was blocked by the smoke.

Within a few seconds, the smoke cleared, and it was shown that the weather towers were completely eviscerated, along with a portion of the desert ground below them.

Gwendolyn then did a small twirl before aiming her right hand forward. Small sparks of red, demonic lightning coursed around her arm.

The golden shroud of energy that surrounded her hand, suddenly flickered to a matching red. The second it switched colors; Gwendolyn recited the spell fluently.

"Demonio Rojo… Fulmen!" She shouted the last word.

A huge, pure red lightning bolt came to light and shot from her hand. The lightning bolt, mid-travel, transformed into a red eastern style dragon. It zipped through the air at speeds many times faster than a lightning bolt and crashed down upon a half a dozen weather towers.

Immediately, a huge dome of red energy appeared, followed by forceful shockwaves that scattered dunes of orange sand. The dome of red energy was then surrounded by red lightning that traveled around it.

Gwendolyn let out a small breath of air as the dome flickered away, showing that her attack left a massive, twenty-meter-deep crater of sand that was starting to fill back up as time ticked by.

With Ben, he was in human form as he stared down a dozen of his own weather towers. He looked down his bare left arm before his Omnitrix appeared as the Nanomachines formed it completely.

With a considering expression on his face, he smiled. "Omnitrix, give me a random alien; an alien that I have already used." He added the last part quickly.

The Omnitrix glowed green briefly before a corresponding flash of light appeared.

Within a second, the light died down, in Ben's previous place, was a decently large, and wide humanoid alien.

The alien was tall, being around ten-feet-tall. It was wearing a bulky, grey and dark green containment suit with the black, green and silver Omnitrix symbol placed proudly on his chest. The containment suit had a large circular helmet and the facial part of it, had three, perfectly straight, thin, oval-like cutouts where orange and yellow breached through.

"NRG?" The alien spoke in a heavy Russian accent. "I have not used this form in quite a while. A rather… unexpected outcome. But not entirely unpleasant."

With that, the visor part of his helmet burned brightly a large beam of very intense heat shot straight from at it. The huge beam of light traveled at immense speeds before slamming directly into a weather tower, and it went straight through the lowest part of the base of the foundation.

Now that it lacked a major part of its foundation, it had almost nothing to keep in the air, and so, it started creaking before it tilted to the side. Within a full three seconds, the huge weather tower had slammed into the ground, creating a loud noise and it scattered a good deal of light orange sand.

NRG's Omnitrix symbol glowed green for a moment before another green flash of light, another alien appeared.

The alien had a magnetically floating metal head that levitated on an arch between his shoulders. He had crab-like claws for hands and his body was mainly black with yellow feet, hands, shoulders, and chest. Right below the arch of where the head rested, the normal Omnitrix symbol rested.

Without saying a word, he held his pincer-like hands forward and released a magnetic pulse.

All of the weather towers, which weighed more than a few thousand tons each and Lodestar, the name the Omnitrix automatically gave his alien, easily levitated them all into the air.

Pieces of sand stuck to the bottom and dripped downward as the massive structures stayed levitated a hundred feet in the air.

Lodestar continued holding his arms forward before he sent another magnetic wave, but this one was far more pressurizing and constant. Once it reached, the structures all started to violently vibrate before they all erupted into fiery explosions.

Very small pieces of rubble rained down with smoke lingering behind them. Small flames lit up a portion of them. They all crashed upon the ground and Lodestar just let his hands fall by his side.

With a flash of green, Ben returned back to his human form.

It had almost half a year since his mission with the drug dealers and things had been going well for him. Almost too well. His relationship with Gwendolyn was improving, he was becoming increasingly more comfortable around not only her, but everyone else. Even Kevin.

His paranoia had somewhat decreased most of the time and while he still looked over his shoulder near constantly, he had a degree of trust with everyone. Especially Gwendolyn.

Raven had also opened up a bit since then as well. She was decent friends with Gwendolyn and Ben. Raven still remained quiet and kept to mostly herself, but she didn't really hesitate to talk to anyone or ask for help if she so needed to. Her magical power and skill with magic had also increased and had grown astronomically more powerful.

Ever since she had stopped holding back her emotions, her power had grown, her focus was greater than before, and she felt more… free.

Ben, however, no longer wore his bulky, armored suit, hell, he didn't wear any masks. He left his entire face free to see. But if he was on a mission that required him to do… illegal or questionable tasks, he would either use his suit or the mask.

Now, Ben sported a full, nicely trimmed and grown beard, and his hair was slicked back nicely. He wore a black short sleeve shirt with a grey stripe going down the middle, a grey collar, a grey stripe at the end of his sleeve. For pants, he wore dark green trousers, with a black utility belt along with a silver belt buckle with a green Plumber badge placed onto it. Ben also had on a pair of black leather boots that went three-quarters up to knee. The Omnitrix was proudly shown on his left arm.

From the sky, both Gwendolyn and Kevin came flying downwards onto the ground and landed beside him.

"Everything done?" Ben asked seriously. Both Gwendolyn and Kevin nodded, earning a smile from Ben. "Good. Let's get going before-,"

He stopped speaking once he heard his Plumber badge beep once from his belt. Curiously, Ben grasped onto to it and disengaged it from his belt buckle and held it in front of him.

Once he held it front of him, Gwendolyn and Kevin gathered around, and a hologram appeared. All three of them saw Max appear in his standard wear and he looked oddly disturbed and panicked.

"Yo, what's up gramps?" Ben lazily waved, but he was surprised to hear Max nearly shout at him.

"Not now, Ben." Max stated seriously and immediately, Ben's lazy smile vanished from his face and they all listened carefully, noticing that Max was very serious about something; something dire.

"There's something going on in Manhattan!" Max nearly shouted. He was perpetrating a heavy amount and his body posture was extremely stiff.

Ben wanted to sigh, but his more cynical, serious side prevented him to do so. His grandfather hadn't sounded so serious in a bit. In fact, he only reacted that serious when he proposed to kill those drug lords all those months back.

XXX-Flashback: 7 Months Ago-XXX

"Ben you can't be serious! You're proposing a massacre!" Max's voice rang through the conference room.

Ben and Max were both standing across from each other. One wore a calm expression, and another wore a frustrated and furious expression.

"Massacre?" Ben asked as he crossed his arms over his broad chest. "Look, if those drug dealers aren't stopped, they'll just kill more innocent people, they'll just start more drug wars and more innocent people will die." He stated, staring unflinchingly into his grandfather's gaze.

Max's frown dipped down deeper. "If you want them stopped, then just give them to the police!"

Ben shook his head. "What? Have the police deal with them?" He asked with a grin. He then scoffed after a second later. "Don't tell me that you're that naïve?! If those dealers and their men are just put inside a jail cell, they won't stay. They will make bail and then BOOM!" He yelled at the last part, slightly startling Max as he jolted backwards.

"They're back on the streets!" Ben clapped with his hands. Max frowned as he saw Ben's point. "They won't stop, until they've been put in a grave. You know that, Kevin knows that… Hell, even Gwendolyn knows that."

Once Max was about to speak, Ben turned his right and jolted his hand to the side. A bright blue, transparent screen appeared with pictures of all the drug dealers.

Underneath all the pictures, were paragraphs of reports.

Then, above them were rap sheets of all their criminal charges.

Around them, were around a dozen videos that started playing. Max couldn't tear his eyes away from the screen, as he rapidly scanned the entire thing. He read each word and watched the videos at the same time.

The videos were replaying murders, executions, tortures and the one thing they all had in common, was that the drug dealers in the pictures, were all doing the crime. They were the ones killing, torturing and executing other men and women.

"Now do you see?!" Ben nearly yelled. "These aren't just drug dealers! They are much, much, MUCH worse. They won't stop, not matter how much innocent blood is on their hands."

"Those dealers aren't just drug dealers. Murderers, rapists, hell, there's even a pedophile among them!" Ben yelled as he gestured his hand towards the screen.

"Benjamin." Max started after a few minutes and placed his hands onto his shoulders. "I have faith in you. If you think this is the best course of action… then do it." He sighed in defeat as he took a step back, disengaging his hands from Ben's shoulders. "But I will have no part in this mission. Nor will I have any part in missions like these…" Max explained before turning heel and walked away.

Ben watched him leave and stood completely still. However, after a full five minutes, he opened his mouth and sighed heavily.

'I know I'm making the right decision.' Ben thought with a nod.

"I'm sure of it."

XXX-Flashback: End-XXX

"Manhattan…" Max gasped as he stared a monitor. "I-It's being pulled out of the ground!"

Kevin nearly choked on his saliva, Gwendolyn gasped in disbelief and Ben stared stoically.

"How?" Ben asked, entering a no-nonsense mood. "By a powerful telekinetic?"

"That's what I'm guessing." Max nodded before he stared at Ben seriously. "You have to go down there. Stop whoever is causing this, Benjamin."

Ben's green eyes hardened. "You don't have to ask."

Before anyone could say or do anything, Ben placed the Plumber Badge back to his belt buckle and the Omnitrix glowed green before he transformed into XLR8.

"You two stay here." XLR8 ordered with his visor down, and with his face revealed. However, once he finished speaking, his visor slid up and sped off.

"Ben, wait!" Gwendolyn tried as she reached out. But her hand met nothing but air XLR8 left in a white and black streak. Hurried, Gwendolyn turned over to Kevin. "We got to go!"

Kevin looked unconcerned. "Your cousin can take care of himself."

However, she didn't look any less concerned. "It's Ben who I'm worried about! There's no way he can focus solely on fixing the problem while also trying to evacuate the city!"

Now Kevin looked surprised before he nodded. So, his feet morphed into Kineceleran limbs and he hunched down slightly. "Get on."

Gwendolyn didn't need to be told twice and within a second, they were off in a blue and black afterimage.

ZZZ

Karen Starr or Power Girl was… not exactly having the best of days. And that was putting things lightly.

First her city, Manhattan had been invaded by robots that could radiate a weird, widespread emotional spectrum. While she was nearly invulnerable to most attacks, she however, was not invulnerable to psychic attacks to the brain. Which was why she had even a small amount of trouble with some tin cans.

But she was able to dismantle them easily enough, but when she was warped upwards somewhere in a bright green light, she suddenly found her surroundings change.

Power Girl or Karen Star was a little above average in height, five-foot-seven inches tall. She had short blond hair, bright blue eyes and a very curvaceous, athletic hourglass-figure. Power Girl had huge breasts, easily being MUCH bigger than Gwendolyn's, an ass to match and long slender legs. She wore a white bodysuit with a 'window' that exposed a lot of her cleavage, blue gloves and boots, and a red cape.

Now, sprawled out on the floor, surrounded by even more robots, Power Girl gritted her teeth as she looked upwards. She growled when she saw a large, grey furred gorilla, sitting above on a podium.

"Ultra-Humanite!" Power Girl hissed angrily as she gripped her hands.

"Hello… Power Girl." Ultra-Humanite smirked, his voice and just about his entire being already getting on her nerves and she had only been in his presence for a little over ten seconds. "Have you missed me?"

"Oh, go to hell!" She yelled as she stood up, only to have her arms forcefully bound to her side by an invisible force. She would've said something, but her body started involuntarily levitating and she was pushed towards Ultra-Humanite.

He then roughly grasped her by her short hair and with his huge hands. "I was promised the world in exchange for you." He smirked before tightened his grip. "You have to admit… I'm getting the better deal!"

"Then you'll love me!" A rough voice shouted before orange and black blur slammed into the side of Ultra-Humanite, sending him flying. That also caused him to let go of Power Girl and she fell onto her feet.

The orange blur dropped to the ground as well and Power Girl was able to easily identify a rather large creature.

It was around eight feet tall and it had a Humanoid-Pillbug body. It was extremely wide as well. Its body was primarily white and black with yellow armor plating on his back, shoulders, and the backs of his arms. There were also four sharp claws with black lines surrounding the edge of the skin connected with the claw. It also had on what looked like black formfitting trousers. For a mouth, it had large black lips and its mouth stretched across the center of his body. On his head, was the standard Omnitrix symbol (Ben 10,000 Cannonbolt).

'What in the world?' Power Girl thought, wide eyed as she stared at possibly the weirdest creature she had ever seen in her entire 26 years of living.

"Who are you?" Power Girl asked, sliding into a prepared stance just in case the creature turned his attention onto her.

Cannonbolt quirked an eyebrow at the question before he turned around. "Who I am doesn't really matter. Just know that I'm not here to fight you. Only to help."

Power Girl nodded slowly before her enhanced hearing picked up the sound of a seven-hundred-pound mutant gorilla shuffle from the ground. Within an instant, she turned her attention to what really mattered and that was stopping Ultra-Humanite and getting Manhattan back to where it belonged safely.

Ultra-Humanite growled before he leaped forward at immense speeds, actually taking Cannonbolt by surprise and tackled him. Cannonbolt grunted a small amount as his armored back slammed against a wall and he frowned before he transformed.

Dropping loose from Ultra-Humanite grab, was Grey Matter and once he fell to the ground, he transformed once again.

On the ground, in Grey Matter's previous place, was now Stinkfly and he spat a large clop of durable slime right into Ultra-Humanite's face. However, the human-gorilla was able to avoid it, just barely as he was almost too surprised to the creature shift into multiple other creatures.

However, once another green light flashed, he was forcefully punched across the face by two of Four Arm's arms and sent him propelling forward.

With another flash of light, Lodestar now stood in Four Arm's place and he held out his pincered hands forward. He then used his Magnetokinesis to lift up the metal that ship was made out of. Within a full second, he was able to fully manipulate the metal to forcefully entrap and constrict Ultra-Humanite.

However, that proved fruitless, as Ultra-Humanite was able to easily shred himself of the restraints placed upon him. With an angry snarl, he charged forward with his fist cocked back.

Almost getting blitzed, Lodestar was able to transform once more.

With a black and white blur, XLR8 dodged the blow with laughable ease as he was able to duck under the punch. He then dropped down to his back and started launching millions of kicks into Ultra-Humanite's torso and with the last one, XLR8 roundhouse kicked him in the side of the face. Within a second, Ultra-Humanite was launched up into the ceiling due to the sheer magnitude of all those combined attacks.

With another transformation, another alien stood in XLR8's place.

The alien was tall, being nine-feet tall and heavily resembled a werewolf. He had grey fur, a long flowing mane, and a large bushy tail, with three sharp claws on each hand and foot. On the center of his lower torso, was the Omnitrix symbol. His build was extremely muscular, just a little bigger than Ben's own human form. Just not nearly as detailed and cut. (OS appearance. Only taller and more muscular).

Not wasting a single second, Blitzwolfer's mouth opened and split into four different parts, showing the inside of his mouth was green and filled with razor sharp teeth.

A sharp, piercing howl was then released from his maw and green soundwaves were sent flying upwards at the stiffly falling Ultra-Humanite.

Power Girl watched the fight go with wide eyes before she grinned. "Well, can't let him have all the fun."

With that, she was off in a sonic boom. She flew upwards and slammed her fist right into the side of Ultra-Humanite's face, sending him right through ceiling and through the entire ship itself.

Blitzwolfer watched what happened before he transformed into Jetray and flew through the hole that was made with Ultra-Humanite's body and followed Power Girl out.

Once he left the absolutely huge ship, he hovered into the air, not even minding as sonic booms rocketed off into the sky as Power Girl batted around Ultra-Humanite through the air. Instead, he focused on what truly mattered and that was getting Manhattan down with minimal casualties.

Frowning, Jetray flew up to where the cables that were holding the now floating city up into the sky. Once he made it the cables, his green eyes burned with power before he started releasing Neuroshock blasts, destroying each cable as he flew forward. He maneuvered through the city, not stopping as he shot Neuroshock blasts from his eyes and his tail.

He did all that within a half an attosecond.

Now that cables were broken and the now that city was no longer held up, it was falling from hundreds of feet in the air. So, Jetray quickly flew down the ground where Manhattan was supposed to be.

Jetray stared upwards before he took a deep breath. "Maximum effort."

With that, a green flash exploded off his form.

He transformed into Diamondhead and instantly, he crouched down onto the ground and placed his crystal-like hands on the soil. Diamondhead looked at the now rapidly falling landmass and within a second, a huge, turquoise colored platform came out of the ground from right underneath the falling island. Once it reached it, the crystal platform had four pillars, one on each of the corners and they slammed into the underside of the island.

That caused the island to somewhat safely stabilize and steady itself. Diamondhead then mentally ordered the crystal platform to slowly sink back into the ground and within a few minutes, the island was fully placed back where it belonged.

Hundreds, if not thousands of people started pouring out of the island, a large amount of them all terrified and confused.

Diamondhead released a sigh of relief as he saw that the city only suffered minor, maybe mild property damage and only a few people were injured. He looked around as he stood at full height and, but he spotted Power Girl up in the sky, fighting as hard as ever as she continued to pummel Ultra-Humanite.

However, Power Girl jackhammered him down to the ground and Diamondhead half expected him slam into it. But he saw a bright green construct of light appeared and formed a baseball mitt, catching him.

Knowing who that constructed was created by, Diamondhead looked upwards and saw a group of costumed individuals either flying or riding on a bright green construct themselves. The ones that couldn't fly jumped down onto the ground and began helping where they could.

He easily spotted Superman, the ever so attractive Wonder Woman, Aquaman, Cyborg, Red Tornado, Captain Atom, Martian Manhunter, Black Canary, and Captain Marvel. Along with a few others that he didn't recognize.

Diamondhead narrowed his gaze, 'Something's up here.' He thought with a frown on his crystalline face. 'There is way, way too many leaguers here just to handle some mutant gorilla and a falling city.'

The mitt disappeared and allowed Ultra-Humanite to softly fall onto the ground, completely unconscious and battered beyond belief. Which was a little surprised to see, at least to Diamondhead's point of view, as the leaguers typically didn't exclude such brutality. Even if it wasn't too brutal, at least by his tastes.

Superman floated over towards Power Girl, a frown marrying his face. Once he neared, he squared off against her.

"Power Girl! That was too far!" He nearly barked and she narrowed her eyes at him.

"I didn't realize we had to prop up some pillows when we fight against people that tried to kill millions of innocent people!" Power Girl growled and Diamondhead snorted in agreement. However, Superman didn't back down by her glare.

"That still doesn't give you the excuse to put him such a condition!" Superman argued as he stood against her. "You took it too far."

Power Girl didn't say another word and floated down to the ground and stood across from Diamondhead.

"I wanted to say thank you for helping." She said genuinely before reaching across with her right hand.

Diamondhead stared at the hand with his yellow eyes and smiled before returning the gesture by shaking her hand. "No problem. I happened to be in the area and wanted to help. No biggie."

Power Girl shook her head, "No seriously. You helped and I appreciate that."

Diamondhead cocked his head slightly, 'She seems genuine.'

"Like I said. No problem." He smiled before they both released each other hands.

Power Girl actually grinned a small bit. "So, what are you? Some kind of alien like me?"

"Technically… I'm like a million other aliens." He stated, now feeling a slight bit awkward, but he didn't show it.

Power Girl looked at him with a raised eyebrow before her eyes widened in shock as she pointed at the Omnitrix symbol on his chest.

"You're Ben Tennyson!" She gasped, causing Diamondhead's eyes to widen in shock.

"How do you know that?" Diamondhead asked in a forcefully calm voice, his facial expression returning back to normal.

Power Girl responded within a second, "I'm a part-time member of Justice League and I overheard Superman talking about a young man who could shapeshift into powerful aliens. I also saw that same symbol on your chest with one of the aliens that they were looking at."

Diamondhead calmed down considerably after that, but he was still a bit ticked off because he took a lot of precaution to keep his identity a secret, or at least after he met the Titans. So, now that they knew who he was, he figured he didn't really have to stay transformed, so in a bright green flash of light, attracting the attention of a few nearby heroes and civilians' attention, Diamondhead transformed.

Once the light died down, Ben was back in his human form.

Power Girl got a look at him and smiled. He was pretty good looking. In fact, he was really good looking and was extremely well built. He wasn't as broad as Superman, but his build was just as, if not more impressive than Superman's own.

She was surprised to see him reach out with his hand once more, but this time with a smile. "Well, as you know, my name's Ben." He started as he shook her hand, a smile adoring his features. "And it's a pleasure to meet a woman as beautiful as you."

Power Girl looked at him in surprise, not expecting him to openly say that and now that she thought about it, he hadn't been constantly staring at her breasts. Which was not only uncommon, but also weird. At first, she thought he was gay, but now that he was calling her beautiful, she was doubting that assumption.

But now, she put a smile on her face. "The pleasure's all mine." She purred as she looked him up and down, her smile turning flirtatious.

Ben quirked an eyebrow at her change of attitude before he broke the handshake.

"It was a pleasure to meet you, truly." Ben nodded before he looked around, noticing that the Justice League members were wrapping up doing whatever they were doing, and ambulances were starting to pour into the the previously floating city. Once they entered, the superheroes had also started helping badly injured men in the ambulances and the ones that had healing powers were continuously trying to keep some of the really badly hurt individuals.

"But I think it's time for me to leave." He decided and Power Girl nodded, figuring that she should as well.

"Hey, I was thinking… do you want to go out for some drinks later?" Power Girl asked, taking Ben by surprise. "But… you know that I can't go in a public place as Power Girl… so do you want to go somewhere private?"

Ben pursed his lips and considered it before he grinned down at her. "Sure. I have a hideout I used to use." He stated. "It may not be the most luscious place to have a drink at… but I think it will work." He said. "How about we meet at… nine?" He asked, referring to what time they should meet.

Power Girl's smile remained and nodded. "See you then, Ben."

With that, Power Girl leaped into the air and flew off into the sky, a resounding boom following suit.

Ben watched her go with an impressed gaze. Her speed, even casual speed, was a bit too much for him to track. He was impressed, immensely so that she was able to go that fast without even putting in any effort. But he wasn't surprised. He was lucky enough to see a Kryptonian actually fight seriously without holding back and he had to admit, they were a very impressive race regarding strength.

Before anyone could see him, Ben disappeared within a bright green flash of light and a streak of black and white light, leaving the heroes to do their thing, with only a few of them knowing that he was there at all.

ZZZ

Ben sat atop a huge skyscraper and his legs dangled over the edge of the building. He stared at the night sky and once he felt an updraft of wind behind him, he tilted his head backwards and saw the person who he had been expecting for the past ten minutes.

There stood Starfire in all her glory.

Since Ben had departed with the Titans last, she had grown a surprising amount, now being six-foot-four inches tall. Her body had filled out some more and her breasts had even grown a size or two. She now wore a more revealing costume, which took the form of a purple monokini. The bikini bottoms had two straps of fabric going up her sides, leaving the center completely exposed, and then wrapping around her neck. There was a large gem in the center, where a belt buckle would be, and she also wore shiny purple arm guards. For footwear, she wore a pair of matching thigh-high boots (1).

"Ben!" Starfire shouted exuberantly as she floated beside him to the edge of the building. Ben looked up at her, not moving from his sitting position and smiled up at her. "How have you been?"

Chuckling a small bit at her excitable and bubbly personality that he assumed hadn't changed one bit. "I've been doing alright. All things considered."

Nodding, the Tamaranian Princes looked him up and down as he stood up fully. And even though Starfire was a very tall woman, he still would have eclipsed her by at least two inches in height, if she wasn't already floating six or so inches off the ground, so ironically, she had the height advantage. Once her eyes made it up to his own, Ben raised an eyebrow as he saw the hidden lust behind her green iris.

However, he didn't have any time to think about it, as she used her monstrous strength to encapsulate him in a bear hug, unintentionally, or intentionally, Ben didn't know, buried his head into the valley of her huge breasts. Surprisingly to Starfire, he didn't struggle, and she separated from the hug a few seconds later and Ben had a small lit blush on his cheeks, as he didn't expect her to do that so suddenly.

Though, she didn't let it stun her for long as she stood on the roof, no longer floating and hugged his right arm, once again, unintentionally, or intentionally, burying his muscular arm into the valley of her breasts. "Raven said you had wanted to meet with me… something about me joining a team."

Ben nodded, noting that she seemed more focused than she had been last time he had seen her. "Uh, yeah. It's basically a team that I formed initially to stop an impending threat of unknown severity. But…" he led off with a slight smile. "It became something more… it became a team that would do what the Justice League couldn't or really, wouldn't do."

Starfire's bubbly mood died down a small bit as she realized what he was talking about. But made no moves to disagree with him. Before coming to Earth and before becoming a Titan, she was a warrior, a princes of royal blood. And while her species were peaceful by default, she had seen a fairly large amount of warfare to know that sometimes, no matter how tragic, bloodshed was necessary.

She didn't particularly agree to the whole 'No Killing Rule' that Robin had set up, but she agreed none the less, due to the thought of pleasing her friends. But to Starfire, it killed her inside to know that every villain they caught and apprehended, broke out of containment and went on to kill innocent beings, when she could have stopped it by putting her foot down. However, Starfire didn't do it and it was one of the reasons she had left the Titans numerous times over the year, but she would always come back under the false belief that everything would be better that time around.

So, she knew that some people couldn't change or much less, didn't want to. So, to hear that another besides Raven and a few others agreed with her private views, she became ecstatic and her body filled with relief.

"Are you here to recruit me?" Starfire asked after a few seconds. Ben looked at her, long and hard with his piercing green eyes before he spoke in a serious tone.

"I'm not going to ask you to kill people yourself." Ben started, his tone indicating how serious the matter was and Starfire looked fairly serious as well. But strangely calm as well. "All I ask is your trust and allegiance. If you can give me that, I'll properly recruit you onto the team."

With a few seconds of silence, Ben finally added. "So, do I have it?"

Rather than answering verbally, Starfire stood up on her tippy toes and kissed his cheek. Before moving backwards, a small grin on her lips.

"That answer your question?"

Ben looked at a little surprised before a smirk lit onto his lips. "Sure." He nodded.

"I can give a tour of the HQ…" Ben led off as he looked down at his Omnitrix and a hologram appeared with the correct time. "I got a few hours to spare. What's your schedule lookin' like?"

Starfire giggled a small bit, "I'm open for a few hours as well. So sure, I'll go."

"Perfect."

ZZZ

It was a relatively short flight across the country as both Starfire and Ben while using Jetray, traveled across it to get to their desired destination. Within a few minutes, they made it to HQ and Ben led her inside and Starfire looked around with wide eyes, which were filled with curiosity.

She was impressed by the sheer size and rather unique external layout and the building was definitely larger and far more visually appealing. Though, in her mind, it wasn't that hard to be better looking, as the Titans Tower was just a big ass 'T' made out of thirty-percent glass. Not bullet-proof glass mind you.

Just mere glass.

To this day, Starfire didn't know whether to laugh or hang her head in shame that she ever felt safe in that place. So, once she saw that Ben's base was actually protected by a cloaking field, which would make it harder for anyone to actually see the base, made it far more covert and efficient. Not only that, but the structure looked extremely durable, the square-feet of it all, was probably two, maybe three times larger than Titans Tower and that was saying something.

"Welcome." Ben gestured as they entered through the lobby, which was entirely empty, but it was a decently larger and hollow room with a front desk, a few dozen comfortable and expensive chairs. There was also a large computer monitor that constantly played the news with the sound muted.

And judging by what was playing, it seemed they were playing the event that happened earlier today with Manhattan and Ultra-Humanite.

"Ben saves the day again." Starfire giggled teasingly she stared up at the wall-hung monitor. Ben quirked an eyebrow at that before he looked upwards and saw what she was looking at.

"Nah. I only did half the work. Power Girl was the only who beat the damn ape half to death." Ben stated with a shrug. "Hell, if it was my decision, he'd be six-feet under. Threating millions of lives for absolutely nothing but inflating his ego." He said with a scoff, earning a nod in agreement from Starfire, as she shared his opinion on the matter.

"Modest too." She continued with a giggle as she clung onto his arm. He didn't really mind it and once they entered the rustic looking elevator, Ben pressed a floor number and the contraption creaked somewhat before it started going upwards.

"Let me get this straight," Starfire started, and Ben nodded, having a feeling what she was going to say. But he let her say it, none the less. "You built this huge, fancy place."

Ben nodded slowly and she continued. "And you couldn't even get a better elevator?"

Rolling his eyes, he replied. "It's part of the charm." He chuckled as the elevator stopped and Ben reached forward before pushing through a door with Starfire still clinging onto his muscular left arm. "Is it working?"

Rolling her eyes as well, Starfire humored him by nodding. "I'd say so, Friend Ben."

He crinkled his nose at hearing that and looked down slightly at her while shaking his head. "Nah. Call me something else."

Puzzled, Starfire tilted her head in cute manor. "You do not like being called friend?" She asked before hurriedly speaking up once more. "Would you rather be called Boyfriend Ben?"

Just as Ben was about speak, a voice cut in beside him and it made him instinctually freeze.

"Ben, who is this?!" Gwendolyn's voice cut through as she and Kevin both walked into the room through another doorway. But once she got a proper look at her, she looked at the female superheroine in surprise as she recognized her.

"Starfire? As in one of the Titans?" Gwendolyn gasped and Kevin stared right at the female still clinging onto Ben's arm and munched on a potato chip.

'Lucky bastard.' Kevin mentally pouted at his luck, or really, lack-there-of. 'How does Tennyson get all the hot chicks? Is it the beard?' He asked suddenly to himself.

"It's the beard." Kevin whispered in realization and Gwendolyn looked at him, weirded out. But before she could confront him, Kevin turned heel and marched out of the room, ignoring the couple pairs of eyes on his back.

"Well." Ben sighed before gesturing to Gwendolyn. "Starfire, this isGwendolyn; my very sexy, yet very, very family cousin Gwendolyn."

A bright blush lit upon Gwendolyn's cheeks once she heard that, but Ben ignored that and gestured to Starfire. "Gwendolyn, this is Starfire; an alien chick a couple of late acquaintances and I helped save a year back."

The two, despite the obvious embarrassment and on a smaller part, jealously, in the air, they both managed to not stare at each other. "Now, I was giving Starfire, who is going to be staying with us, a tour of the place."

"Why?" Gwendolyn asked curiously, not being hostile or anything. Ben looked at her before nodding loosely.

"She is our newest teammate." Ben grinned and Gwendolyn slowly nodded in understanding. "And I was giving her a tour."

"Okay, well I leave you too it." Gwendolyn stated as she followed the way Kevin the left and returned on another room.

Ben nodded and pointed towards the room. "This is the debriefing room." He started before speaking up once again. "It's where everyone on the team goes to get debriefed for a mission."

And with that, they continued on with the tour, which lasted a good hour and Ben had shown her all of the important rooms, or at least, all of the ones that weren't classified and were open for everyone. So, by the time it ended, he walked Starfire out.

She stood in front of him with her hands conjoined in front her, a usual smile that stuck to her face. Ben stood across from her, a mirrored smile on his face as well.

"You can come back after you've gotten all your stuff tomorrow." Ben informed her, as he decided it was best for her to get situated in HQ quick as possible. So, he allowed her to go back home and retrieve her stuff before coming back. In which, Starfire nodded in agreement, finding that easily agreeable.

"Sure, I'll you tomorrow, Boyfriend Ben!" She declared as she wrapped him up in another bearhug. The hug lasted a few seconds, Ben looking rather hurt as her monstrous strength could literally tear apart his human body. She must've known that as she quickly stopped the hug and flew up into the sky.

"Goodbye!" With that, a sonic boom as heard, and Starfire was promptly already a ten miles away. Ben watched her as she flew, and his eyes were able to track her somewhat before she escaped his eyesight.

With a sigh, Ben turned heel and walked back inside.

He needed some rest.

ZZZ

It was a few minutes before the clock hit the exact time that Ben and Power Girl were supposed to meet and both of them were already sitting on a nice looking couch in a living room of a decent country house in a remote part of Kansas.

Power Girl smiled as she crossed one leg over the other as she stared at him. She licked her lips as she noted how his muscles ripped and contracted every time he moved and continued shamefully staring at his form.

They both had identical glasses with the same contents. Surprisingly, she actually drank. Not frequently, and she could get drunk, but it would take a lot more to truly get her to that level of intoxication. Ben could also get affected by liquor, but it would take a little bit more to get him drunk due to his experience with drinking.

Ben took a small sip from the glass and just casually spoke with her. Truly, he didn't expect Power Girl to practically ask him out, much less for a drink. But she did and he had to admit, she gave nice company and seemed like a genuinely good person. Something of which he respected, as it was hard to come by.

He knew that better than most.

"So, what made you want to be a 'Superhero?'" Ben asked as he lounged back, a casual smile gracing his lips. After he asked his question, he took another small sip from his drink and she giggled a small bit.

"I wanted to protect people." She stated easily. "I knew that while I wasn't a human and I knew that I couldn't exactly understand them, I knew that I had the power to do something." She paused briefly before looking him in his captivating green eyes. "And that something, was helping people."

Power Girl then grinned teasingly. "What about you?" She asked and Ben tilted his head curiously.

"What do you mean?" He asked confusedly and Power Girl's grin never diminished.

"What made you want to become a hero?" She asked while clarified what she meant by her earlier question.

Ben's smile faltered somewhat before he answered honestly. "Truly? I never chose to become a hero… it kind of chose me." He stated before staring at the present Omnitrix. Power Girl caught his glance and stared the device before speaking.

"That's the thing that allows you to do what you do?" She asked curiously and Ben eyed her for a few seconds before responding.

"Yeah." He breathed out with a nod. "How'd you know that?"

Power Girl nodded, knowing that question was coming the second she aired her own. "It's another thing that the Justice League picked up on." She answered somewhat vaguely.

Ben eyed her before dryly chuckling. "Eyes and ears everywhere when you can hear and process everything that's going on the planet within a single second, isn't that right?" He smirked and Power Girl shrugged with a bashful glint in her smile.

"You could say that." There was a distinct sly on her lips as she spoke. "Say, could you transform into a Kryptonian with that thing?"

Ben thought about her question before he nodded slowly. "Judging by the fact that the Omnitrix hasn't went into Capture Mode yet, I'm assuming that it already has a Kryptonian DNA sample. So yeah, I could, but I haven't yet."

Power Girl nodded at his answer before asking another question, actually being genuinely interested in the device. With that, she downed her fifth glass before refilling it.

"Why did you ask me out anyway?" Ben asked as he downed the last of his fifth glass as well. Power Girl shrugged and smiled at him as she downed her sixth glass in a single go, all while maintaining eye contact.

"Well… I guess I wanted a break from all the fighting that had been going on, plus I wanted a night to be somewhat normal, and you seemed like a nice enough guy that wasn't going to constantly stare at my tits. So it guess you would make for a good conversation." Power Girl explained and Ben nodded slowly before grinning. "And it does help that you are easy on the eyes."

Ben chuckled a bit at her openly flirty demeanor and his smile got a bit bigger as he poured himself another glass. "Yeah, well I could say the same about you." He chuckled in amusement, but he meant it, of course.

Both their eyes were decently heavy, the alcohol taking effect for both of them and they stared down one another, their breaths hot.

They stared at each other quite a while. Almost two, maybe three minutes went by before Power Girl just sighed and roughly grasped the collar to his grey and black t-shirt before yanking him towards her.

Completely wide eyed, Ben's lips slammed into Power Girl's own and by instinct, his lips flowed with her own and they started making out. As they separated, Power Girl continued to look into his bright, emerald green orbs before slowly and lowly speaking.

"Karen." Was all she said, and Ben exhaled a long breath of air and stared down at her in confusion. Seeing that look, she elaborated. "My name, is Karen Starr."

Grinning, Ben dipped his head lower, and their faces got so close together that they both felt each other's hot air coming from their breaths. "Well Karen… It's nice to meet you."

She never got to reply, as Ben took the incentive this time and slammed his lips onto hers and they separated.

WARNING: Lemon Start. If you don't like graphic, rough lemons with numerous kinks, then don't read. Don't say I didn't warn you all.

Karren reached up and grasped onto the side of his face. She then tilted her head once she felt Ben's lips roughly placed upon her own. Immediately, she granted him entrance as she felt his tongue demanding entry.

She moaned delightfully into the kiss and just as she felt Ben's hands reached her thick thighs, she broke the kiss and lightly pushed him onto the edge of the bed. Ben looked at her, eyes tinted with pure lust and she grinned at the expression on his face. So, she gave him a sexy wink before crouching down between his opened legs.

Karen then came face to crotch with him and slowly reached out to undo his belt. Karen was able to do so easily and quickly stared undoing his pants, leaving him in nothing but his boxers, in which showed a huge and thick bulge. Her grin got even larger as she saw, without a doubt, the large bulge she had ever seen.

Gulping in anticipation, Karen slowly released Ben's shaft from its tight confines, ultimately allowing his half-hard cock to smack her upside the head when it finally sprung completely free. Immediately, she looked at it in shock, as it appeared even larger than it looked while it was in his pants and it still wasn't even at its full length.

Gasping at the sudden contact, she accidently breathed in some of his thick musk and she quivered in pure arousal as she inhaled his sent.

"You're so FUCKING big..." Karren gaped as she slowly and absently stroked his cock and even then, she couldn't wrap her hand around his shaft. Ben chuckled sheepishly as she continued to stroke his length.

However, before she could do anything else, she started removing her top, revealing her huge bra-clad tits and they bounced free from the confines of her tight superhero costume. Ben watched those huge melons bounce gleefully as they were freed from their confines and unintentionally licked his lips. She then ripped off her bra and grabbed the sides of tits and mushed them together.

"Fuck these tits. Do what so many other's wished they could have done." Karren practically whispered as she held her breasts together.

Not waiting any longer, Ben thrusted his cock in between them and he felt as if his length was enveloped in what felt like two heavenly clouds. Smirking, Ben began doing exactly as pleaded without any words and soon started thrusting. She didn't let him do all the work and began rubbing her breasts up against his shaft.

Karen smirked triumphantly when she heard him groan in pleasure and they both continued their efforts.

"Damn, your tits feel so good." Ben groaned as he closed his eyes, but he continued his thrusting. "Do you know how long I wanted to fuck those tits of yours?" He questioned and Karren just grinned up at him.

They continued going for a few more minutes, until Ben slipped his manhood out from her breasts and she stared at his cock now that it was at full mast and it reached a stunning eleven inches.

Ben then slowly grasped onto the side of her head and brought her head forward and brushed her face into his shaft. Karen understood the silent wish and she stuck her tongue out and she slowly started to lick the underside of his cock from his balls, all the way up to the tip, earning a quiet groan of pleasure Ben. Once she reached the top, she disengaged and Karen had to admit, his dick tasted almost divine.

Karren decided to not waste any time and opened her mouth swallowed some his cock down her throat and began licking at his member with her tongue and making sure her lips were suctioned down around his girth. It was a tight fit, especially as she began circling her tongue around its head. She pushed it further inside her mouth, savoring its salty taste. Karren continued sucking while stroking his cock as fast and hard as possible while she savored the delicious taste of his girth.

Karen didn't actually enjoy sucking cock all that much. Oh, sure it felt good to please her partner, and she enjoyed the feeling of a big cock filling her mouth and the satisfaction of being able to take it deep in her throat, but it didn't do much for her otherwise.

Or at least, that had been the truth before. But now just having Ben's cock in her mouth made her pussy ache and throb, leaking openly through her white panties, which quickly grew dark and stained. Something about his scent; his taste was doing something to her. And she wasn't honestly against it, if she was being truly honest with herself.

Still, all of Karen's sexual experience and natural sex appeal was ultimately limited compared to Ben's raw cocksize, girth and virility. As she found out when she swung her face down lower, trying to take in roughly half of his cock in one gulp. Instead she ended up gagging, drool splattering the base of his dick and her eyes watered.

Ben groaned in pleasure as he felt her lips, hot and tight throat clamp down on his length and taken over by raw arousal and lust, he reached behind her head. Immediately, he forced her head down lower, ignoring the gagging that was coming from Karen until she was at the base of his pelvis and after she had swallowed his entire cock down her throat.

Ben stopped momentarily, but once he looked down and saw the identical lust and pleasure that was in Karen's eyes, he hesitated no longer. So, he began roughly face fucking her and soon, wet sounds of gagging filled the room.

Ben roughly started fucking her throat, sending his cock in and out of her esophagus again and again and it was due to her Kryptonian powers, that she was able to withstand it all. Not only that, but she could survive indefinitely without the use of oxygen. So, it made the experience all the more pleasurable to her. The Omnitrix wearing young adult was relentless in his ongoing onslaught of thrusting, and he had no desire to stop as he jackhammered into the busty Kryptonian's throat. Her pussy leaked even further as she felt his heavy balls slap against her chin, and it was over and over again. And Karen wouldn't have it any other way.

However, once she felt his thrusting become even faster, she stared up into his eyes and she immediately knew that he was close to cumming. Within a few seconds, he groaned before roaring as he felt his end come.

Ben's cock exploded inside Karen's tight throat like a fire hydrant, filling her with his powerful, unbelievably thick sperm. Ben however continued to slam his cock down her throat and the only thing she could do was keep swallowing, taking in every last drop of cum that came from his cock.

With one taste of his creamy cum, she immediately became hooked and soon used both her hands to try and milk more out of him as she jerked him off. She was at once conscious and making clear decisions and completely lost in passion of the rough, carnal face-fucking that she couldn't help but fall in love with.

"Take my cum, you naughty slut! Take IT!"

There was an unmistakably pleased sound of moans even as she gagged on sperm, forcing herself to keep it down. A trickle ran from the corner of her lips, and with one last groan, Ben tilted himself, spraying his largest set of ropes yet and her blue eyes rolled back up in her head.

"Holy fucking shit!" Ben gasped as he finally finished cumming and pulled his cock from her mouth. Once he did that, he sprayed a few ropes onto her tits as well, something of which she enjoyed as she felt the molten hot seed come onto her valley of breast meat.

The next thing Karen Star knew, Ben had picked her up, tearing her panties off as he did so. She weakly tried to cooperate, but her legs didn't want to work so well, and Ben just manhandled her easily. She was left completely nude, her entire sinful body on display, and with her dripping snatch, overflowing with even more arousal.

"Oooh!" Karren moaned as she was picked up and she moaned even loader as Ben groped her fat, firm ass that had turned many heads and had left men and even women alike drooling in wake.

Smack!

Karren jolted as Ben forcefully sparked her ass, leaving a bright red handprint. She cooed, loving the way her ass jiggled as Ben smacked it again and again. She squealed for him, not minding the rough treatment, and in fact, she was loving it. Way more than she could possibly imagine.

He was groping her, his fingers running over her tit-flesh and the firm creamy skin puffed out around his grasping hands as he reached for her breasts. Ben wasn't being nearly as gentle as some would have wanted, but Karen barely seemed to mind. If fact, it was quite the opposite as she was openly gasping and moaning at his slightest touch.

Smirking, Ben roughly turned her around and immediately knowing what he wanted, Karren bent over with her hands placed against the wall.

Once she did that, Ben pawed at her fat, fleshy ass and stared at both her very inviting holes. But her sopping wet pussy caught his attention more and slowly, he slid his dick along the slippery wet entry. Karen moaned at even the slightest touch and bucked her hips backwards, trying to fuck herself on his cock. But Ben teased her, and she missed, and his cock passed along her pussy once more.

"Please... fuck me. Make me yours!" Karen pleaded as she looked back, her pussy quivering in anticipation.

Ben grinned as he thrusted his length between her fat ass cheeks until his prick was lodged in between her cheeks, her ass deliciously hotdogging him. He thrusted a few times, enjoying the feeling of having her meaty ass cheeks clamp around his cock.

However just as Karen was about plead again, Ben drew back his hips and with a single mighty thrust, Ben's cock slapped into her tiny, wet pussy, impaling her on his huge prick. As Ben thrusted his length inside her tight pussy, her lips dilated to more than four times their normal size and let out a sudden yell/moan of pure pleasure.

"Oooouawaah~!" She screamed, her voice in almost painfully high tones as Ben buried his prick inside her hot, wet and tight snatch. "YES! Fuck my tight little pussy! Yes, yes yes!"

Her words came out as nothing but a shrill yell as she begged for him to fuck her like no tomorrow. Once he pulled back to the point where only the head of his cock remained inside of her snatch, Karen mewled in disappointment. But once he slammed back forward, and once his hip slammed into her ass, she screamed in pleasure once more.

Feeling the overwhelming pleasure, her tight and molten hot pussy provided, Ben started thrusting over and over again, slowly picking up pace.

Ben's hips crashing into Karen's bent over, tight pussy was constant, filling the room with the lewd raw sound of wet hot flesh smacking together. It was a rough, near painful sound, and yet Karen seemed like she was enjoying every second of it. And she moaned even louder, on the verge of orgasm. She then started wiggling her ass back, clasping back against Ben's own pelvis.

Ben bit his lip, cock pushing deep inside, his balls nearly smacking against Karen's tight pussy. But he then started slapping her ass, alternating each cheek with one slap each before restarting the process a couple of times.

Karren screamed as she orgasmed right then and there due to the combination of his rough, hip-breaking thrusting and his rough treatment. Her pussy came like a waterfall as female juices sprayed from her dick stuffed hole. That only served for Ben to thrust even faster as her pussy clamped down even tighter along his thick cock.

"Take my fucking cock you whore!" Ben grunted, completely taken over by carnal lust as he continued to roughly thrust into her pussy.

'He's so forceful! So, commanding! He's... he's treating me like nothing but a cock-sleeve for him to run his huge fuckin' dick through! And... and I LOVE IT!' Karen screamed inside her head, and like her sexual partner, she was completely taken over by the lust that she never even knew existed. He brought out something inside her; another side that she never would have imagined existed before today.

But she was glad she lived to this day to experience it.

"I'm losing my mind!" Karen moaned loudly as he continued pawing at her thick ass while hammering his length into her snatch. "Oh god, fuck me harder! Fuck that pussy up, Ben!"

Ben now had a firm grip on her tits, pulling Karen back to meet his thrusts. Her fat ass crashed into his abs, bouncing and jiggling as her wet pussy seemed to almost froth up around the constant pounding he was giving her.

"Oh, just like that!" She gasped, her hands holding up against the wall weakly, arms shaking and trembling with delight even as her knees threatened to give out. If it wasn't for Ben's cock acting like some massive tentpole inside her, Karen might very well have collapsed into a noodle-limbed brainless pile of mush.

Once Karen felt his huge cock twitch inside her wet twat, she moaned even harder, knowing what was going to happen a few moments for now. So, she moaned or screamed even louder once Ben started thrusting even faster, harder and his groping around her tits got even harder. But that didn't last long, as Ben stopped grasping her breasts and smashed his hands on her ass.

"I'm cumming!" With a roar, he began unloading his second load of the day.

Ben came with a deep, muffled roar of pleasure and his hands gripped her ass so hard, that Karen could feel her flesh distort and bulge out from his touch. But she froze somewhat, and her tongue jutted from her mouth while her eyes rolled up into her head. A small line of drool hung out her mouth as he continued ruthlessly slamming against her hips.

She screamed like a bitch in heat, even thought it was muffled, when she felt her insides becoming coated in the white seed she was addicted to by now. His dominating thrusts never ended and the way he took control of her entire being made her crave more and more. Another orgasm ripped over her after the first one ended, almost making her pass out from the black spots that now invaded the sides of her vision.

Feeling the white hot jizz rushing into her, soaking inside her womb and it filled her up within a second or two. But he kept cumming, and soon, his thick, milky cum pooled out of her tightly packed tight snatch and it started rapidly dripping from her pussy.

Ben took a step back and pulled his cock from her cum filled twat and Karen collapsed onto her knees. But she looked up at Ben, her blue eyes still as lustful as ever and watched as Ben got back up onto the bed. She soon followed him up there and stared in absolute surprise when saw that his huge meat stick was as hard as ever.

Biting her lip, she slowly crawled over his laying form and carefully aimed his dick where it would it her snatch and impaled herself down onto his giant cock.

"Ohhhh~ fu-fuck!" She moaned wantonly. Ben then wrapped his arms around her slender waist, squeezing with enough force to leave bruises on a normal person before beginning to thrust upwards, earning even louder screams of pleasure from Karren.

Karren soon was bouncing up and down his giant cock and loud, lewd claps rang through the room. Followed by very loud female screams of constant orgasmic pleasure and deep, masculine grunts.

Ben couldn't resist spanking her fleshy ass once more.

"Hunnh...coming! I'm fucking cumming on your cock!" Karren howled, not caring how loud she was being or how degrading she was sounding. Ben couldn't resist slapping her fleshy ass once more. "Oh, fuck yes, spank my slutty ass! Fuck my tiny slutty pussy!"

With her ass shaking, working his cock without him doing anything, Ben leaned forward, burying his mouth in the crook of Karen's neck and kissing, sucking and biting the soft flesh there. With the rough biting and sucking, Karen was positive that he was going to leave hickeys and she couldn't feel anything, but pleasure as nipped at her sensitive flesh.

They remained in that position for close to ten minutes before Ben suddenly pushed her off and Karen groaned in disappointment.

But once Ben grabbed her by her thick thighs and effortlessly picked her up, she squealed in surprise.

"Iya!" She squealed and wrapped her arms around his neck and coiled her long legs around his back. She then stared right into Ben's eyes and once she saw his gaze, she shivered at his dominating look.

"I want you to beg, beg me to fuck your tight ass." Ben ordered and spanked her massive fat ass once more and she moaned.

'He's gonna fuck my ass...' she thought nervously, but once she felt his hand swipe across her bottom, all rational thought was wiped clean from her mind and did as he ordered.

"Please baby! Fuck my fat ass! Make it yours! Only your huge fat cock could even satisfy me!" Karen begged her lover, as he smirked at her.

Without any hesitation, he slammed his thick length upwards and it pierced her virgin asshole and she screamed in a delicious mixture of pain and pleasure. The second his length entered her, her pussy quivered and she came.

"So good! Your ass is so tight around my cock! It's even tighter than your little pussy!" Ben moaned into her ear as he thrusted upwards into her ass, his hip slapping against her massive ass cheeks.

She screamed her heart out as her eyes rolled up in her head and her tongue lolled out of her mouth in a slutty ahegao expression, while feeling Ben's cock thrusting inside of her ass. As it went deeper, she felt Ben's hand spanking and pawing her ass while thrusting his cock into her harder.

Her screams filled the room, along with the sound of flesh striking flesh.

"Oooh, fuck, pound my ass!"

She didn't have to tell Ben that as he continued pounding into her tight, puckered hole.

"You like that, don't you? You slutty bitch?!" Ben growled out in her ear. Karen's tongue further rolled out of her mouth and her body trembled with absolute pleasure as he completely conquered her body.

"Fuck me! Fuck my slutty ass like my tight cunt! Claim me! Dominate my slutty whore body!" Karen moaned wantonly. Drool rolled down her lovely face as she screamed and thrashed in Ben's grasp, her eyes rolled to the top of her head, and all she could do was barely thrust herself into this sex god that she never would have imagined existed.

Ben growled as he felt his end nearing and he quickly sped up his thrusting, and Karen could do nothing more than moan in pleasure as he brought her over the edge again.

"I'm gonna blow my load. You better take all of it! I'm going to fill your perfect ass up!" Ben moaned out as he thrusted in a reckless abandon.

He then blasted his jizz right up into Karen's ass. Beyond rational thought, her legs shook, hands clenching and unclenching as her vision went black and she started seeing black, white and blue stars

"Break me…break…me," She whimpered pathetically. Finally, she could feel his huge balls pressed against her ass, knocking into her cunt with every hard thrust he made. She thought she might black out as he just kept coming inside her, ass filling up every crevice of her hole.

Ben pulled out then, and Karen saw that her stomach had actually bulged slightly from the sheer amount of cum deposited inside her. She shook, the sensations too much for her and as he withdrew his cock, she fainted from the pleasure overload and sheer exhaustion.

Ben too fell back onto the bed, his eyes heavy as well. But within a few seconds, he too fell asleep, laying right next to his lover.

WARNING: Lemon Over.

ZZZ

Next Morning

A quick and heavy beeping rung off the walls of the room, waking up not only Ben, but Karen as well. They both woke up in a jolt, both blushing as they remembered the long, intense night of rough, sexual intercourse that they both loved WAY more than they would have originally thought.

But, Ben recognized the beeping and reached over on his dresser and picked up his beeping Plumber Badge.

"What's that?" She asked curiously as Ben grasped the Plumber Badge off his utility belt and held it in front of him. But instinctively, she reached up and pulled the sheets over her breasts, to keep herself decent.

"You're about to find out." Ben replied drily as he held the badge in front him of and he squeezed the grey metal ring that surrounded the edge of it. Once he did that, a hologram image appeared and once again, Max appeared and looked worried like before.

But, just in case, Ben made it to where Max could only see his and Karen's face. Nothing below the neck.

"Yo, what's up grandpa?" He asked curiously as he grabbed a glass of whatever liquor he was previously drinking and downed it one go.

"Benjamin, what have I told you about drinking?" He sounded tired and exasperated. But there was fear and worry in his tone. Not about him, Ben realized easily.

"Yeah, yeah." He waved off. "Something about it rotting my kidneys." Ben spoke, sounding incredibly uncaring and unworried about the prospect.

Max was about to say something before saw Power Girl in the background and gaped at his grandson. "Benjamin, what are you doing with Power Girl?!"

Lazily raising a single eyebrow, Ben responded. "We're having a drink." Ben stated as he raised his glass to prove his point. However, his eyebrow was soon raised higher and was joined by his other one as he heard a distinctly female voice come from the hologram.

"At… eleven in the morning?" Max asked skeptically, but Ben ignored his skepticism and didn't honestly have it in him to argue.

"Ben?! What are you doing with her?" Gwendolyn's voice carried out as she appeared into the image and Karen watched the interaction with even more curiosity.

"Oh, dear god, not now." Ben face palmed with a groan of a mixture of embarrassment and exasperation. Karen actually giggled a small bit as she covered her mouth with her hand.

However, Max came to rescue and cut in with an extremely serious expression on his face. "Benjamin, the reason I called you, is because the sensors I placed across the planet via drones, had picked up millions of additional lifeforms appearing everywhere across the planet."

Instantly, Ben and to a much less extant, Power Girl sobered up instantly upon hearing that. Ben stood up as he set his glass down on the table and eyed his grandfather's form.

"Are they a threat?" Ben asked, completely no-nonsense, his green eyes no longer being friendly and now were ice cold. Power Girl stared at Ben in surprise, as she was taken of guard with how fast Ben's entire demeanor changed within a flip of a coin.

"Immensely so." Max answered immediately. "The Justice League has dispersed around the world to try and fend off the threat. But even then, I fear that they may not be enough."

"Where is the fighting the most intense?" Ben asked after a moment, already making his decision that he was going to help with this threat. Max noticed that and looked at blue technological hologram map in front of him. He responded after a moment of searching.

"Metropolis and Gotham." He answered and Ben nodded as he shut down the hologram.

"You coming?" Ben asked as he turned towards Power Girl, who had had used her enhanced speed to equip her clothes and, she nodded with a grin.

Ben then equipped all his clothes within a quick minute as well and cracked his neck.

"You bet your perfect ass I will." She grinned and Ben chuckled.

Within a bright green flash of light, XLR8 appeared in all his glory with his visor already down. "Race ya?" Power Girl smirked and started floating in air, her head nearly touching the ceiling of the room.

"You'll lose…"

"Somehow I doubt that."

No further words were said as both Power Girl and XLR8 disappeared in respective streaks of light.

ZZZ

As both XLR8 and Power Girl made it to Metropolis, they instantly noted that there was around a couple dozen of golden colored portals in the air and armored creatures flew out. Some of them wielded weapons while others did not.

They both saw numerous Justice League members flying through the air, fending off the flying, fire breathing lizards.

The buildings beside them were either destroyed completely or were lit on fire. Screams filled the air and sounds of battle reached their ears.

XLR8 narrowed his eyes before zipping upwards onto a four-story building and oversaw the city. He saw that some of those creatures had taken off with some humans, and he noticed that they were harming them. No… they were kidnapping them.

"We have to stop them." XLR8 hissed as he looked up and to his right to the levitating Power Girl. She looked down at him and nodded.

But before they could do anything, multiple figures came flying overhead.

One was distinctly Alan, fully transformed into his hybrid Pyronite form. The other was Gwendolyn, who was flying as well, Kevin who had Lepidopterran wings sprouted from his back. Even Raven came, and she outlined with a smoky black aura.

"Woo hoo!" Alan shouted exuberantly as he sailed through the sky, shooting flamethrowers and fireballs at numerous armored creatures.

The rest of the team levitated right behind XLR8 and waited for instructions. Well, Kevin was a bit… hesitant to do, but the warning glare Gwendolyn gave him shut him up before he could make any complaints. Seeing that, XLR8 nodded before speaking as he surveyed the battlefield that was Metropolis.

"Raven, go with Alan and provide reconnaissance and air-support." XLR8 ordered and she nodded before heading up into the sky and started engaging in combat.

"Kevin, provide a heavy assault on the ground and in the air." He ordered shortly and Kevin never replied as he just flapped his wings powerfully and soared into the air. "Gwendolyn, I want you provide an assault and rescue mission."

"Self-explanatory." She nodded to herself before looking at Ben seriously. "Be safe, Ben." With that, she departed to go do her ordered task by her team leader.

XLR8 looked over across the city and saw Superman, Batman, Flash, Green Lantern, Wonder Woman, Aquaman, Cyborg, and Captain Marvel all battling off hundreds of creatures, all while back to back. Seeing that they were beginning to be pushed back, he raced down there and practically appeared in front of them in a black and white streak of light.

Some of them who didn't see him coming, assumed he was an enemy and that was until XLR8's Omnitrix symbol glowed green briefly before a much larger green flash of light appeared. Once the light died down, Four Arms stood in XLR8's place and he didn't flinch when one of those armored lizards unleashed a funnel of flames upon him.

Once the attack ended, Four Arms stared at it before took a step forward and roughly backhanded it to the side and sent the creature sailing into the sky, never to be seen again.

"Benjamin." Batman's cold voice broke the through the thick tension and Four Arms turned around and looked at the Dark Knight.

"Batman." Was all Four Arms said with his deep, raspy voice. That was until he smacked another one of those creatures turning around with the back of his hand.

"You know him, spooky?" Green Lantern asked as he casually manifested a large green glowing hammer and smashed a few of the creatures to the ground as they tried attacking him.

"I assumed you would show." Batman stated, completely ignoring Green Lantern's question as he fought off another one of those things.

Four Arms just grunted in acknowledgement as he started fighting off a group of his own with surprisingly quick, forcefully and brutal strikes, either killing them with a single strike, or sending them flying away with the sheer strength behind his blows. However, a large amount of them then poured out of a portal that just opened up in front of him and he quickly slammed a fist into the ground, causing the ground to shake heavily.

Cracks then started rapidly spreading outwards towards the portal before rugged pillars of rock shot up from the ground, hitting each and every one of those creatures charged through the portal.

Four Arms slowly stood up and the Omnitrix symbol glowed green before another identical green flash echoed off his form and Ben emerged in his human form, surprising many.

"These things are kidnapping human beings." Ben stated as he walked up towards them or specifically Batman, as he assumed that Dark Knight either already knew that or he was close to figuring it out. And judging by the early nod that monochrome wearing vigilante gave, he knew that it was the former.

Superman looked on and nodded but didn't say anything. Just then, a red and golden blur appeared in front of Ben with his hand raised.

"Names Flash. Thanks for helping. Its appreciated." A young adult, not that many years older than himself that went by the alias Flash stated with an earnest smile.

Ben looked straight at him before he slowly grasped his hand with Flash's own and engaged in a firm handshake. "No problem," was all he said with a confident smirk.

It was then Captain Marvel came with a friendly grin and shook his hand as well. The human child, temporarily turned wizard, would have spoken, if not had been for Aquaman.

The King of Atlantis pointed his hand that was replaced by a hook over towards the ocean. "Look."

Immediately, everyone looked over towards the ocean and to their surprise, on the ocean, was a circle of fire and as quick as it appeared, the ocean erupted in a cyclone of water. It continued spinning before that stopped as well and machinery started rising from the previously fire-lit circle.

The machinery kept rising until it was hundreds of meters tall and there was multiple rising from all around them, causing the ground to furiously tremble. Suddenly, a burning white light rose from the tip of each and every one of those towers and shot straight into the sky.

Once that happened, the creatures suddenly stopped attacking and flew straight over onto the ocean where a another burning white light appeared. But this one was different. It was… larger, wider and it just seemed to be more significant. However, once the light disappeared, Cyborg spoke up in a startled and defeated tone.

"No… we're too late." He said in disappointed and angry tone of voice as he glared hatefully at the now disappearing light. And once it did disappear, Ben's eyes widened and a bead of sweat rolled down the side of his face.

"Darkseid…" Ben whispered in shock, catching the other's attention and they looked at him.

"You recognize him?" Superman questioned seriously. Ben looked at him and slowly nodded his head.

"Only by rumor." Ben stated vaguely.

While he was in the Null Void, Ben had heard hushed whispers of a man-, no god named Darkseid. No one dared to say his name in vain. Even Vilgax was frightened by the mere mention of his name. That alone got Ben on edge, but after he had seen a picture of him, he made sure to remember it.

That happened when Ben was sixteen and he never heard another mention of Darkseid ever again. He almost forgot the man even was rumored to exist. But now that he was seeing him in person, put Ben seriously on edge and his eyes never left his form, in fear that he would be killed if his eyes ever left that man's body.

Darkseid was a very tall humanoid man, easily passing nine-feet in height and posed as a very intimidating figure. He held a very muscular and built form and possessed glowing, murderous red eyes. His face appeared heavily cracked, as did the rest of his body. His attire came in the form of slim blue and black armor with a red circle right below his collarbone.

The humanoid floated forward with his hands placed behind his back and stared ahead casually while noting his surroundings and viewed it as nothing but trash.

However, before he could fully cross the ocean, Ben's Plumber Badge beeped and through a hidden earpiece, he was able to hear a transmission come in and it was from his grandfather.

"Ben, I don't have time, but your parents are in danger!"

Immediately, Ben stiffened and narrowed his green eyes and they got noticeably darker. "What?" Ben quietly hissed, earning the attention of a few beside him.

"Vilgax… he has them!"

"How do you know that?" Ben once again hissed lowly; his right hands clenched tightly.

"A transmission came in a few moments ago and he told me himself. He's at their house, go Benjamin!" Max stated hurriedly, sounding just as much stressed as he was furious and worried. Not to mention helpless.

Ben growled and he mentally transformed into XLR8, earning everyone's attention. But it did no good as he disappeared in a black and white streak not even a millisecond after the flash occurred.

ZZZ

XLR8 appeared right at his family's home within an attosecond of leaving. As he made it to his parent's residence and saw that house was entirely destroyed. The front of the building was vaporized, and the entire blow was nothing but a crater.

In the center of it all, stood Vilgax with his foot on his father's back and his grasped onto his mother's shirt, holding her up into the air. (Picture OS Ben 10,000 Vilgax).

"Ben Tennyson… you and I have so much catching up to do."

XLR8 cocked his head when he heard the pure malevolence in his opponent's voice. It would have sent chills down his spine ten years ago. But now, it didn't even phase him. He only cared about getting his family back, safe and sound. Which, he looked down slightly and mentally sighed in relief when he noted that his parents only suffered minor injuries and were only bleeding superficially.

He almost let his emotions breach as he let his gaze linger on his long time, non-seen parents, but he kept his head straight and focused on what truly mattered.

Ben's parents perked up when Vilgax uttered their son's name and they stared forward at the velociraptor-like humanoid with shock and the mother stuttered slowly.

"B-Ben?" She creaked with a hoarse voice. XLR8 instinctively looked down at her and her suspicions were confirmed when she the creature react to her softly spoken word. But before she could further comment, XLR8 jerked his head back upwards and his visor slid up, revealing his blue and black lined facial features.

"Let them go, Vilgax." XLR8 hissed as he pointed to the ground with his black, three limbed claw. "This is between you and me. Not them."

Vilgax smirked as he pressed his foot down a slight bit harder, earning a grunt and groan of pain from Ben's father. "Turn back to your human form and then we'll talk."

XLR8 frowned a small bit but remained completely calm. "I don't think you're in the position to make demands Vilgax." He hissed. "You're on my home turf. I hold the cards. All you hold is a what you believe to a bargaining chip."

Vilgax's smirk faltered just a small bit before returning full force. "Oh? So, you wouldn't mind if I killed these two pieces of trash?"

XLR8 remined calm and appeared completely uncaring by the prospect of his parents dying. "Go ahead." He shrugged. "You think I care about some mortals? Much less humans?!" XLR8 grinned hauntingly. "Please, I am a god and they are just mere mortals. So why should I care about some flesh bags?"

Both Carl Tennyson and Sandra Tennyson looked on in shock before they started struggling and while Vilgax didn't have to even put in a miniscule amount of effort into keeping them still, his sharp claws ended up tearing through the back of Sandra's shirt and she fell onto the ground. Vilgax made the mistake of looking to the side just slightly and that was all the time XLR8 needed to speed forward at max speed and grab both his parents before Vilgax could fully react.

Within yoctosecond, XLR8 was fully able to grab and retrieve his parents and placed them softly onto the street in a crouching formation.

"I'll explain later." XLR8 stated without taking his eyes off Vilgax. "Just stay here and stay out of the way." With that, XLR8 slowly moved forward and in a green flash, he transformed into another alien form.

Once the light died down, everyone was able to see that XLR8 was replaced with a humanoid, plant-like alien that had an overall green and black colored body, mostly with a flame-patterned head and root-like feet, seemingly holding rocks. His eyes were oval shaped with points at each end with pupils copying the shape but were smaller. Also, his shoulders and head had red petals. His elbows and legs had green frills sticking out. He was around seven feet tall and was fairly muscular, but not overly so.

"You made a big mistake, Vilgax." Swampfire growled as his hands ignited with orange flames. The alien warlord in mention raised his eyebrow, not expecting such a reply from Tennyson, as he would have just charged him, and they would have immediately begun fighting. But not this time… he sounded truly angered. "Before, I had nothing but my life to lose. But now? NOW?!" He yelled the last part, the flames spiking in intensity, reacting to his growing anger.

"You go after my family?!" He yelled once more and the grass around him started rapidly growing, becoming thicker and around them all, came steel-sharp thorns. "You won't walk out of here alive, Vilgax! I promise you that!"

Vilgax grinned menacingly, "That might prove more difficult for you to accomplish."

"What do you mean?" Swampfire inquired, noting that Vilgax did look different then before and actually gained a few feet in height. His left arm even looked bulkier and long then his opposite one.

"I've only been bidding my time in the Null Void, carefully collecting data from all your alien form's abilities and I've now collected enough, and I implanted them into my own DNA." Vilgax explained before he clenched his fists. "Today you breathe your last breath, Tennyson!"

With that, the battle commenced and Vilgax charged forward, leaning with his larger arm and positioned it outwards, using it like a battering ram. However, Swampfire was able to dodge underneath the blow by sliding underneath his legs. But before he fully made his way through, Swampfire used his Planet Manipulation and caused the grass to grow and rapidly multiply. But he also caused them to grow immensely thicker and they changed into vines. Quickly, they coiled up and around Vilgax's legs and the warlord immediately used his brutish strength to rip them all off, but in that split second he spent doing that, Ben was able to charge up a fireball strong enough to destroy the entire planet a dozen times over.

But, Vilgax did not panic and instead used his larger arm and batted the huge ball of flames into the sky. Swampfire watched as his attack sailed into space before he lost sight of it. Once he looked down, he was able to see Vilgax punch straight through his stomach and at the start, Swampfire was not panicked. But once Vilgax's arm turned blue and his entire torso began freezing up, he noticed that Vilgax was freezing his internal body to prevent him from regenerating.

So, he did the smart thing and switched transformations and within a flash of green light, Diamondhead came leaping forward with his fist cocked back. Due to the speed, Vilgax had no time to dodge as the crystalline fist slammed across his face. Although it did minimal damage. Seeing that, Diamondhead kicked off Vilgax's body and sent fury of a hundred sharpened crystals that could even pierce through a Kryptonian's skin.

Vilgax however, just ran forward and leaped up into the air, tanking all the crystals and they all shattered upon impact. Right when Vilgax got in range, he sent another punch forward and Diamondhead waved his hand to quickly conjure a shield. But Vilgax was able to slam through it and by extension, to him as well.

He grunted he was punched across the face and was sent right to the ground, creating a crater half the size of a football field.

Ignoring the pain, Diamondhead stood up, his facial features slightly cracked, along with his arms. But that soon left he regenerated the damage dealt within a second or two.

However, Vilgax didn't stop there as he sailed through air and down onto the ground, he punched once more, but this time aimed directly above Diamondhead. It blocked by a huge, thick crystalline structure and soon, it morphed and grew larger in shape and density. Quickly, Vilgax began tearing through it, faster than Diamondhead could produce and so, he reached the source rather quickly.

Diamondhead tried evading the next attack but was too slow to react as his fist sailed through his stomach and right past his head, sending him flying into another row of abandoned houses.

Groaning, Diamondhead slowly stood up and pushed some debris off him and glared over at the slowly approaching Vilgax, who appeared just as hateful and arrogant as ever.

Noticing that fighting Vilgax in his current form wasn't going to work, Diamondhead smirked before he reached up to the Omnitrix Dial that was on the center of his chest.

"Hey, Vilgy!" His crystalline voice carried out as Vilgax approached within five feet from one another.

Ignoring the humiliating name, Vilgax decided to humor him. "What do you want, Tennyson?"

"You ever wonder why Albedo's Ultimatrix suddenly went missing?" Inquired Diamondhead and he loved the flash of puzzlement that colored his arch-nemesis' face before realization replaced it soon after.

"Don't tell me…" he left off; imaging how much stronger Tennyson could get if he could utilize Ultimate Forms within his current alien's strengths. That brat, no matter how much he detested him, knew that he was hard enough to beat as it was. But if he could get even stronger… Vilgax didn't even want to imagine how much trouble Tennyson would be then.

Diamondhead's only response was for him to twist the white, silver and black Omnitrix symbol on his chest before he slapped it down, causing an intense green flash to appear around his body.

After a second, a yell echoed out through the flash as it ended.

"Ultimate Diamondhead!"

ZZZ

Let me know how you all felt about that chapter and for all the people that read the lemon, I know that kind of lemon wont appeal to everyone, but I warned you all, that if don't like rough and kinky lemons, to not read. But for the ones that did enjoy it, I thank you all for reading.

I hope you all enjoyed the chapter and remember, watch out for that fic. It will be titled, 'Bearer: Character Bio'.

See you all next time!