All things Ben Ten are owned by Man of Action and Cartoon Network. I make no money off this parody of others intellectual property.

!Trigger Warning!

This work is not intended for minors of any age and is intend to entertain an adult audience only.

I'd like to thank everyone for the reviews, feedback and helpful criticisms. After all I do this for you guys and gals.

However the subject of Charmcaster as come up almost as often as Gwen in the requests and again I say, No.

First, she's hooked with Darkstar and I don't do cheating, polygamy yes but not cheating. Second, she now looks like a tacky Sailor Moon henchwoman or at lest she did in Ultimate Alien.

-Slazyer watches the latest Omniverse episodes-

Okay so Charmcaster broke up with that loser Michael Morningstar and she's back to rocking her supper cool magic coat and sexy but cute look again.

Huh, I'm a sucker for a shower scene so what would have happened in "Charmed I'm sure" if she was teleported into the bathroom but Ben was in the shower and how could that develop.

Maybe something like this

[Charmcaster was naked and down on all fours with Ben pushing into her from behind. Ben grabbed a fist full of her silky sliver ponytail and yanked back. Charmcaster gasped and arched her back as Ben pulled her hair back and pushed himself in deeper to her soft wet quivering flesh.]

Okay so I'll move Charmcaster into the maybe pile as it would be fun to write a Ben having sex with someone who actively hates him.

Sex With a Mud Relative.

By Slayzer

It was well known that Ben's favorite color is green.

However after that past few days and nights that Ben had been enjoying with Looma, the color red was quickly moving up in his list. He wondered absentmindedly if he could get 'tetramand titty red' as a paint color for his car.

'Then again why settle for paint.' Ben thought as he laid back butt naked on Ester's bed while Looma squeezed his big thick cock between her huge tits.

Looma was on her knees at the foot of Ester's bed. Still her height great enough that she could lean over halfway across the bed and give Ben a nice titty fuck. Few things could feel as good as a tetramand girl giving you a titty job. Those massive and smooth breasts engulfing your dick as those four arms worked her big tits around you.

"You really do enjoy this don't you beloved?" Looma asked before licking Ben's cock head that poked out form the valley of her breasts.

Whatever Ben was going to say was swallowed up by a pleasurable moan that escaped his lips.

Luckily he had someone who could answer for him.

"Well of course Ben loves getting his dick milked by your tits, Looma. His huge cock and your big tits were made for each other, with plenty leftover to share." Ester said as she crawled on top of Ben and going into a sixty-nine position.

'Kraaho Pussy Purple is another color I should try to get made.' Ben thought to himself as Ester lowed her cold gushing pussy over his face. His tongue darted in and out of Ester's wet and elastic sex as he licked her.

Ester was facing Looma who was giving Ben a titty fucking while he was eating out Ester's pussy.

Looma gave Ester a quick little kiss. "Now what did you want to share in? Was it my luscious breasts or Ben's monstrous cock?"

"Both." Ester said simply before burying her face into Looma's cleavage to suck Ben's dick.

Looma shivered slightly as Ester's ice cold hands started to grope her breast. Not that she minded Ester's cold touch. Over the past few days and nights she had gotten rather found of the young Kraaho leader.

Ester and Looma's lips meet over the tip of Ben's cock. The two alien girls found themselves kissing each other as much as they were worshiping his cock.

This felt amazing to Ben.

Having his cock milked by Looma's huge firm tits and sucked by Ester's cold mouth. He knew he couldn't hold out much longer against the sexual teamwork of the girls.

Ben playfully slapped Ester's cute and bouncy purple ass. That only made Ester grind her cold, wet pussy against his face faster and harder. Cold sweet Kraaho pussy juice ran down Ben's face as he couldn't slurp it up fast enough.

'God Damn, Ester gushes a lot down here.' Ben thought to himself as he kept up his oral stimulation of Ester's pussy. Ester wasn't the only one about to gush as Ben felt his balls tighten up.

Ester brought her cold lips up from Ben's cock to kiss Looma dark black lips. While the two alien girls made out with one another Ben blew his load in between Looma's tits. Ropes of white sticky cum shoot up like a fountained up from the red valley of Looma's breast. Both girls faces and much of Looma's massive tits were soon covered in a Ben's seed.

Ester used her cold elastic tongue to lick Looma's face and her big red tits clean in moments.

"Hey, save some for me!" Looma said with a frown as Ester hogged all of Ben's salty cum for herself.

Ester couldn't help but smile. 'Looma's so cute when she pouts.'

Ester then mashed her lips to Looma's so the tetramand girl could share in the load of cum that filled her mouth.

Ben moved out from under Ester's pussy so he could watch two of the most beautiful alien girls he'd ever seen swap cum he just unloaded on them.

'It really doesn't get much better then this.' Ben thought as he rubbed Ester pussy with a free hand.

That was when the Omintrix started to single that Ben had an incoming call. He was about to answer it when Ester grabbed his wrist to stop him. "Before you pick up that call maybe you should use audio only at lest for the sake of modesty."

Ben hit the audio only option on the communicator. "Hello."

It was a call from Rook. "Ah, Ben it is about time. You have been gone for three days now and I was getting worried."

"It's been three days?" Ben asked Rook as Looma and Ester nodded their heads.

"How could you not have known?" Rook asked.

"Well I'm in Undertown and I can't see the sky so it's hard to keep track of time."

"Even so, what have you been doing in Undertown for three days?"

Ben looked over at the two girls who had dominated much of his free time over the last few days and nights. "These past few days I've been stiff and long while working Looma and Ester over... Ah no, sorry scratch that."

"Scratch what?" Rook asked once again confused by a common human expression.

"What I meant to say is that I've been working long and hard to sort things out between Looma and Ester."

"And did you?"

"I think I've kept them both satisfied."

"Well then, I shall be there soon to pick you up. We are needed back at Plumbers headquarters."

Ben sighed into his communicator and cast a longing look at Ester and Looma who had both started playing with each other. "Not too soon I hope."

"Why is something wrong?"

"No, no. I'll be here." Ben said and hung up on Rook. "Looks like I have to leave but I'll be back as soon as I can."

Looma looked somewhat crestfallen. "Truth be told beloved I should go home to Korrus soon or daddy will send out his war fleet to bring me home again."

Ester ran a chilly hand over Looma's breast before giving one of her nipples an icy kiss. "Even if Ben's gone there no reason why I can't 'entertain' you before you leave."

Looma pulled the cute little Kraaho girl closer and smiled. "That sounds heavenly. I would also like to get to 'know' my bride to be a little better."

It looked like Ben's new wives would be able to handle their own needs for while. Ben smiled sheepishly. "I don't suppose you two would be willing to take pictures and send them to me?"

Ester and Looma searched each others eyes for a moment and then smiled in silent agreement.

Ben's ruined pants were suddenly thrown in his face while both girls said. "No!" in perfect unison.

That was when Ben realized that having two wives meant that he would be forever out numbered.

-half-hour latter-

Rook pulled up next to Ester's home in his truck. The passenger side door opened and Ben got into the cab.

Rook looked at his partner and turned his head as if that would make what he was seeing come into focus.

"Ben, what has happened to you?"

Ben was fine but his clothing had been ruined in the several day sexual Olympiad he had with Looma and Ester. The neck line of his hoodie now hung down to his chest and his undershirt was still scrapes of rags on Ester's floor. Ben's khaki pants had to be cinched close with some rope and he lost one of his shoes somewhere.

"Don't talk Rook, just drive."

Rook put his truck in gear and started for the surface. It was the most awkward car trip of Ben's life.

"So..." Rook said breaking the silent tension. "... what part of the negotiations with Ester and Looma required the removal of your clothing?"

That question startled Ben so much that his head banged off the glove box. "The part where we all had sex, duh!"

"I see, so this is your 'walk of shame' that comes after a night of promiscuity."

"I'm not ashamed and I wasn't being promiscuous. In fact both Ester and Looma agreed to be with me."

"But polygamy is a crime is it not?"

"In many earth cultures polygamy is just another way to rise a family." Ben said getting a little defensive at Rook's blunt judgmental tone.

"But in your culture it is a crime."

Ben threw his hands in the air. "It is not! Look in my culture a man can have a girlfriend, a mistress, a girl on the side, a friend with benefits all while being happily married. We don't want to encourage that behavior but we allow it all the same. As an example one of our former President didn't get in trouble for cheating on his wife, he got in trouble for lying about it. So this behavior is okay as long as you don't lie about it."

Rook seemed dubious about Ben's explanation but earth, particularly this part of earth, was very strange. "So you are a whore."

"Whores are women who sleep around. Men who sleep aground are called Players."

"And the separation between them is what?"

"Whores are shunned and ridiculed by other women while Players are celebrated and admired by their peers."

"That is incredibly backwards."

Ben just shrugged. "I didn't make rules."

Rook glared at Ben coldly. "No, you did not make the rules. You are just a Player all caught up in the game."

Ben smiled and held out a fist to Rook. "Now you get it..." Rook looked oddly at Ben's outstretched fist. "...Come on Rook, hit me."

Rook shrugged and then he pulled back his arm.

-Plumber HQ-

A set of sliding doors opened and a very apologetic Rook walked out. "I said I was sorry."

Trailing behind Rook was Ben Tennyson now dressed in a new set of clothes and rubbing his still very sore temple. "You were suppose to bump my fist not punch me in the face!"

"Again, I am so very sorry." the monotone bluntness of Rook's voice didn't carry any sincerity but Ben could tell he meant it.

Ben was about to say something when a familiar voice interrupted his conversation with Rook. "Rook Blonko!"

Rook's face lite up as he saw the new comer. "Shar!"

Rook Shar came running up to greet her brother and Ben. She was newly accepted into the Plumbers as a cadet. However unlike most Plumbers she was wasn't wearing a gray combat suit but a tight fitting black and blue body suit like Rook's. "Brother I am so happy I manged to see you before I left."

"It is good to see you as well Shar. How is your training progressing?"

Shar beamed proudly. "Top of my class. We just stopped over on earth before heading out to learn off world field craft." Shar then turned to Ben and bowed politely. "This also gives me a chance to thank you for the letter of recommendation you gave me."

"I just wrote down what I saw your exploits on Rovanghander when the Incursions invaded. You earned your posting yourself, Shar."

Rook shot Ben a cold glare. "It is Rook Shar to you and be mindful of contractions when you speak to my sister."

Ben was a bit taken a back. "What did I say?"

Shar explained it to Ben. "For a non-related male to address me with only my given name is a sign of familiarity and closeness."

"So what? Rook is like brother to me so that makes you and me close right?"

Shar playfully hit her brother on the shoulder. "Ben meant no offense Blonko, it was just his human informality."

Rook still didn't approve. "It is was still rude of Ben."

Shar knew there would be no getting through Rook. "Forgive my brother. He is stubbornly conservative about some things."

Ben just ignored Rook, something he had gotten good at lately. "I guess it's true what they say. You can the the Rovanghander out of the farm but you can't take the farm out the Rovanghander."

Shar had to laughed at that. "So true."

Rook looked lost. "I do not think my rural upbringing has left me with some sort of parasitic infection."

"It was an expression Blonko." Shar explained to her often clueless older brother.

Ben smiled at Shar. "Good work Shar, your already better at somethings then Rook. And unlike Rook you make that suit look good."

"Do I?" Shar asked with a smile as she did a slow model like turn that showed off her body clinging tight suit. Ben's eyes trailed over Shar's body as she turned around for his inspection. The tight fitting black and blue suit did little to hid the sexy curves of Shar's breasts, hips, thighs, and ass.

"You make that suit look 'very' good." Ben said before he felt Rook's hand on his shoulder like a steel vice.

"We have kept Magister Tennyson waiting long enough."

Shar waved good-bye. "I will see you latter Blonko..." then she smiled softly at Ben. "... I hope to see you sooner Ben."

Ben waved good-bye as Rook dragged him down the hall and away from his sister. "I can't believe your behavior Ben!"

"Hey, watch the contractions Rook." Ben said as he pulled himself free from Rook.

"I will use as many contractions as I wish if your going to flirt with my sister!"

"I was just being being my normal friendly and charming self."

Rook glared at Ben. "Is that so?"

"Rook you are not just my partner but your like a brother to me. So believe me when I say that I would never do anything to hurt your family or disgrace your sister."

Rook closed his eyes and thought about it for a moment. "Forgive my rude suspensions and vulgar use of contractions."

"There's nothing to forgive you were just looking out for your sister but you don't need to worry, I wasn't making a pass at her." Ben said as he and Rook then walked inside an elevator.

"I am relieved to hear that Ben. After all if you ever did sleep with my sister out of wedlock then I would be honor bound by Rhoravanged traditions to castrate you with rusty pruning shears."

"Wait, you'd do what to my where?" Ben asked just as the steel doors slide shut in front of him.

-Kraaho Village the Chief's House-

The Kraaho having made a fake volcano then made for themselves fake hot springs as nothing kept the chill off like a hot bath. As leader of the Kraaho Ester had a her own hot spring under her home that was wide and deep enough that she could almost host a water polo game.

Ester eased her body into a hot Kraaho bath and what was hot for a Kraaho was scalding for a human. The bath itself was a deep earthen pool filled with near boiling water.

Ester sighed at the heat and water soothed her body. Ben and Looma together were damn near insatiable and both had left her weary.

"Room for one more?" Looma asked as entered the bath. All ready the steam from the room made little droplets on her naked red skin.

Ester licked her lips and smiled invitingly. "Room is not a problem but the heat might be too much for you."

It was true that the bath had more then enough room for a tetramand or two. Likewise the temperature of the water was not an issue for Looma, her tough skin could take the heat just fine.

Looma sat down and then stretched out to let the hot water rise up to her chest. Her upper arms braced the edge of the pool as her lower arms to run a hot washrag over her body.

Ester reached over and took the washrag from Looma. "Allow me."

Ester then ran the washrag over Looma's sexy body. She made sure to pay extra special attention to Looma's large breasts and hard muscular stomach.

Looma shivers as the hot water and Ester ice cold touch played over her skin. "I never would have guessed your touch would be so cold."

Ester smiled before quickly kissing Looma's stomach. "On a cold environment life evolves to stay warm and on a hot environment life evolves to keep cool. It's a little counter-intuitive but not so backwards."

Ester then let got of the washrag and buried her face in between Looma's legs. Looma arched her back as she felt Ester cold lips on her pussy. Ester's cold elastic tongue stretched deeply through the folds of Looma's pussy.

Looma used her lower hands to squeezes and pleasure her tits as Ester ate her out. It was almost shameful to think how easily this weak little Kraaho girl could make Looma cum.

Looma bit back a cry as Ester made her climax, her powerful sexy red body twisted in pleasure at the cold touch of Ester's lips and tongue.

Ester came up from between Looma's legs and pulled herself on top of the panting breathless tetramand. Steam from the hot water came off Ester's cold body like mist as she pulled herself up to Looma's lovely face.

Looma's lower pair of hands slid over Ester's legs and thighs as the two alien girls embraced and kissed each other passionately.

Then in move of such power and speed that it took Ester completely by surprise Looma flipped the half kraaho girl over in her arms. Looma used her lower left and upper right arms to spreed Ester legs apart while her upper left hand caressed her purple breasts and lower right hand played with her gushing cold pussy.

"My, my..." Looma said with a husky purr right into Ester's ear. "... no wonder Ben is so found of your pussy. Even after all the times his fat cock plowed your sex your still so tight."

Ester could only gasp as Looma worked her fingers into her wet snatch. One at first but it wasn't long until all four of Looma's tetramand fingers were thrusting in and out of Ester.

Then in one swift thrust Looma pushed her whole arm right up to her elbow into Ester's pussy. Looma had to press her lips to Ester's to muffle the wild scream of pleases as her sex was stretched to new limits. The the piston of some great engine Looma arm pumped in and out of Ester pussy, distending her stomach with every push in.

While this did look painful as a kraaho Ester's body was natural elastic so it didn't so much hurt as felt mind numbingly fantastic.

Ester surrender herself and her body to being Looma's plaything and the tetramand did not disappoint. Their lips and tongues fought in each others mouths as Ester ice cold body rubbed against Looma's large breast. The cold wet tightness of Ester's sex twitched around Looma's forearm as she fist fucked her.

"Next time we should have our beloved Ben take your cute ass with his thick long cock while I fist fuck your pussy. Do you think you would like both of us taking you at the same time?" Looma asked as Ester started to lose herself.

Both girls could feel Ester's orgasm approaching and Looma help brace her for it. When Ester came it was like a wound a steel coil snapping under immeasurable strain. Even with her superhuman strength Looma had struggled to hold Ester down as the kraaho girl's body spasmed and gushed with release.

When it was over and Ester cold cute sexy body went limp in Looma's many arms as she pulled her fist out of Ester's pussy with a loud pop. Looma's arm was soaked from fingertip to elbow in kraaho girl cum as Ester sex kept gushing down her purple legs and onto Looma's stomach.

They stayed like that for a long while minutes. Looma just holding Ester while she tried to catch her breath.

"I guess I'm going to have to take another bath now." Looma said as she let got of Ester and stood up and saw the mess they made.

There came a sudden crack of a whip as Ester elastic arm smacked Looma on the ass. The force was enough the Looma yelped in surprise as her big sexy red ass bounced from the impact. She turned to face the somewhat recovered Ester who just slipped herself into the hot water of the bath.

"I can't promise you'll get clean Looma but you will have a good time." Ester said with a playful smile that promised many things.

Looma smiled to herself as she waded into the hot bathwater and thought that her departure could be postponed for a little while longer.

-Later that night at the Tennyson home-

Rook dropped Ben off at his doorstep before waving good-bye and driving off. Ben was a little out of sorts and didn't wave back at Rook. He just walked through the door way like he was some kind of zombie.

After their conversation in the the elevator three words echoed in Ben's head all day.

Rusty Pruning Shears.

Rusty Pruning Shears.

Rusty Pruning Shears.

Ben suddenly had the mental image of being tied down while Rook stood over him with a rusty pair of Amber Ogia pruning shears.

"I swear I never touched her!" Ben cried aloud to his empty living room.

"Ben?" a familiar female asked from up stairs.

"Gwen, is that you?" Ben asked the all to familiar voice of his cousin as he flopped down into sofa.

"Sounds like you've had a stressful day." Gwen said as Ben heard her walk down the stairs.

"Sigh, you have no... …." Ben stopped speaking when he got a good look at his cousin.

Gwen was standing midway down the staircase dressed in a light blue see-though sheer nighty. You could clearly see her stunning green eyes now that she wasn't wearing those dumb rectangle glasses. "Maybe I should help you relax." Gwen said as she ran a hand through her long full and wine burgundy colored hair.

Ben leaned back into the sofa as Gwen drew closer to him. An amused smile played across his lips as his cousin stood over him. "What did you have in mind?"

Gwen put her hands on Ben's shoulders and pulled herself into his lap. "Well a few of the girls at my collage work at a strip club and they gave me some lap-dancing lessons. Want to grade me and see if I was a good study?"

"Sure thing cousin..." Ben then pointed a finger at Gwen's face. "... Lucy!"

Gwen stopped and then pulled back in shock for a moment before making a very Un-Gwen like snort laugh. Gwen's body then seemed to melt into purplish colored clay before reforming as the blond Lucy dressed in her normal black shirt and skirt combo.

"Damn, you found me out." Lucy said jumping off Ben's lap.

This was the odd game that Lucy played with Ben. It was pranks with Gwen but for Ben she'd try to freak him out.

"Well you did badly overplay your role. Gwen would never make a pass at me or hang out with strippers. Also you took her old preppy look with long hair."

"Thought you liked that look better."

"No, all I said was that I thought Gwen's new look was a downgrade but she wouldn't go back to her old look it just because I said that. Now why are you here Lucy, other then to almost give me a heart attack."

"Can't a girl visit her favorite cousin. Besides I've heard all about your big news from your mom, congratulations."

"Big news?"

"Your marriage to a tetramand princess. Sandra was so proud of you she spent the last few days calling the whole family." Lucy blushed a little. "Sandra also said you must have given Looma a really good time because she had to answer several noise complaints from the neighbors."

Ben grumble to himself about his busybody mother for a few moments before turning back to Lucy. "So you just deiced to came over start my bachelor party by stripping as my cousin Gwen."

Lucy shrugged. "Something like that but if you don't like Gwen then I could shape-shift into any other woman. Think about it, a strip tease show from any woman you want. I could be anyone from Marilyn to Cleopatra."

Ben was about to dismiss Lucy offer when he stopped for a moment.

Lucy smiled. "There is someone, isn't there?"

"No, I can't ask you to..."

"You don't need to ask Ben. I made the offer so just say her name."

"Drew Saturday." Ben said with a slightly embarrassed smile.

Lucy melted away into clay and then reformed as the sexy Drew Saturday. The MILF of Ben's dreams was now standing right in front of him in her formfitting orange and black suit.

'Drew' smiled kindly at Ben before unzipping the front of her jumpsuit. "Do you like the mature body of this childbearing woman?" 'Drew' asked as she played with her large soft white tits.

Ben leaned back into the sofa as 'Drew' undressed. She shimmied out of the jumpsuit that was as much part of her as anything. Once the suit was discarded it melted into a pile of purple clay on the floor. Ben rubbed his hardening dick through his khaki pants as the fit and athletic forty-something Ms Saturday shaking her sexy tits and ass for him.

'Drew' then sat down on Ben's lap while facing away from him. That big fat sexy ass of hers was now rubbing against his cock through his pants. "Do you like that?" 'Drew' asked looking back over her shoulder at Ben as she pushed her ass up and down on his lap.

Ben couldn't take it anymore and broke 'lap-dancing protocol' and touched the dancer. He reached round 'Drew' so he could fondled those big soft breasts of hers. Ben was surprised by how real her tits felt as he played with the soft hefty globs of warm flesh. If he hadn't seen Lucy turn into 'Drew' right before his eyes then he would have never guessed this wasn't a real human.

Ben could almost make himself believe that this was Drew Saturday in giving him a lap dance. "That's it Drew, do it just like that."

'Drew' stopped cold and them she seemed to tremble with barely repressed rage. She whipped around and smacked Ben in the face with a hard slap.

"Bastard!' 'Drew' said with Lucy's voice before melting into a puddle of purplish clay.

The puddle that was Lucy then splashed herself across the living room and into the first floor bathroom. She even managed to slam and then lock the door behind her.

Ben just sat there stupefied for a few moments. Then he walked over to the bathroom door and heard Lucy crying on the other side.

"Do you want to talk about it?" Ben asked softly.

"There's nothing to talk about! All human men are bastards!"

"Hey your the one who offered to shape-shift and then do a striptease for me. I am sorry that I touched you and that was wrong of me, I just forgot for a moment that your my cousin."

"You don't understand Ben, I not mad that you touched me but that when you did you... …." Lucy couldn't bring herself to say it.

"I called you Drew and not Lucy, is that it?" Ben asked.

Lucy got quite and stayed quite for a long while.

Then she unlocked the bathroom door and let Ben in.

Lucy was setting on the toilet in her semi-human form. She wasn't faking a human skin tone or clothing so she looked like a sculpture made out of wet purple modeling clay. Lucy's big violet alien eyes were full of all to human tears.

Ben shut the door behind him leaned is back against the closed door. "Want to tell me what happened."

Lucy looked at Ben for a moment and then looked away. "There was this boy, a human boy, that I liked. He said I was cute and fun to be with. So one night last week we were fooling around and I let my form slip and he saw the 'real' me."

Ben winced as he already knew how this story was going to end. "He didn't react well did he?"

Lucy had to fight back sobbing cries as she went on. "He called me a freakish talking pile of crap and then he ran out of the room!"

"Then he was a bastard and not worthy of you or your tears."

"You don't get it Ben. I'm a sludgepuppy but I am also a girl and like anyone I would like someone to make me feel special but no one wants me for me. Everyone just want's me to be someone else." Lucy then looked up at Ben, her eyes fraught with meaning and need.

"Lucy I just thought this was your way of trying to freak me out, like your pranks on Gwen, but I can't do that for you. After all we're family."

"Only by marriage."

"Your still my cousin."

"I'm your fifth cousin twice removed but more then that I'm also a girl in need." Lucy then shifted her appearances ever so slightly that Ben missed it at first.

It was only when Lucy spread her legs that Ben noticed the vaginal opening between them and how her breasts were now more defined with nipples. Lucy has stopped being a near sexless purple female mannequin to being a naked girl. In fact Lucy had always been 'naked' it was just that now she had made some erogenous zones for Ben's reference.

Ben looked on as his cousin ran a hand over her tits to her pussy and spread her wet wanting lips open for him.

"'Friends with benefits' are one thing but 'family with benefits'?" Ben looked undecided for a few moments before shrugging out of his shirt and undressing. "Well I guess you can't spell 'Cousin' without 'Sin'."

Lucy looked on approving at Ben's toned and athletic physique as he stripped out of his clothes. She wrapped her legs around Ben's waist as he pushed himself into her wet gooey pussy. Despite how Lucy looked, being made of what looked like wet clay, her body was rather firm. Lucy leaned backwards as Ben bucked his hips and pushed his cock deeper into her body.

It was an odd feeling as Lucy's insides didn't feel any different from her outsides. After all her whole body was made up of a wet clay like sludge. Ben wrapped his arms around Lucy's shoulders and pulled her up into a kiss. The taste of Lucy's lips made flashed back to a childhood memory of eating clay once, smooth and yet gritty at the same time.

Lucy moaned happily as Ben increased the speed of his fucking her wet sloppy pussy. "Do you like that?" Lucy asked after Ben broke the kiss that they had been sharing.

That was when Ben noticed something about the sex he was having with Lucy. She wasn't have the uncontrolled and wild spasms of losing oneself to sex. This was all very one sided with Lucy seeming to not get anything out of it.

"Lucy, are feeling any of this?" Ben asked stopping mid thrust.

"What!?" Lucy asked both shocked and completely serious for someone in the middle of sex.

"It just occurred to me that this isn't anymore your pussy then you were Drew Saturday. Are you even getting anything out of this or is it just me?"

Lucy looked slightly embarrassed. "The way Sludgepuppies feel sexual pleasure is very different from you humans. It's a binary biochemical reaction that requires a secretion from my partner and human bodies don't make that chemical."

"I wonder if the Cross spices matting assistance mode can help?" Ben said as he activated the omintrix.

A flash of DNA scrambling green light later and Ben hadn't changed at all. The only thing to happen to Ben was that he started to sweat profusely.

'Well this is gross.' Ben thought to him self as perspiration dripped off his fingers.

Then when Ben put his sweaty hands on Lucy's purple clay tits she thrashed about in ecstasy. This wasn't mimicked behavior like before, the way her body moved was to eradicate and needful to be anything then other then lust.

Ben smiled wolfishly. "I see how it is now. When this sweat of mine touches you it causes a chemical reaction that makes any part of your body a G-spot..."

Lucy could only mew helplessly as she sucked some of the sweat off Ben's fingers. Ben pulled his fingers from her sucking mouth and ran them across her face and neck. Lucy's semisolid clay body trembled with pleasure at the slightest contact with Ben's skin.

"... and I know a good way to work up a sweat."

Ben then started fucking Lucy's gooey wet pussy again in earnest. The way her insides now pulsed and twitched around his cock felt much more natural and pleasurable for him. Lucy wrapped her legs around Ben's waist as her fingers dug into his shoulders. It took everything Lucy had to just hold on to her shape as Ben fucked her.

'God! He's driving me wild!' Lucy thought to herself as all her mouth could do was moan.

Ben was still vigorously fucking Lucy so much so that he didn't notice the slight chances in his cousin. Her feet and hands lost there definitions and just kind of melted and ran down his body. It got to the point that parts of Lucy were running down Ben's back like he was a waterfall.

Lucy couldn't take anymore of this foreplay anymore. "Ben I need you inside me right now!"

Ben started to thrust into Lucy's pussy even harder. "What do you think I've been doing?"

Lucy thrashed her head side to side. "No! I don't just want your cock inside me but...!" Lucy's them somewhat still human shaped purple clay like body rose up into one living wave of clay and Ben now found himself fucking a landslide. "...I need all of you inside me!"

Ben was engulfed in the living wave of clay the was Lucy and she knocked him right off his feet. Lucy then carried Ben to the far wall of the bathroom before pushing him down into the bathtub with her own clay like body overfilling the tub. It was a big luxury bathtub too, a bonus of having a grandpa who worked in plumbing or at lest one who used plumbing as his cover.

A few moments later and Ben's head broke the surface. "What the hell Lucy!? At lest give me some warning before you almost drown me!"

Lucy, or at lest her nude torso rose up out of the tub. Her hips seamlessly melted back into the rest of her unformed clay body that filled the tub. She smiled playfully and pulled Ben's head and shoulders out of her unformed clay self. "I did say I wanted you inside me cousin. Now just relax and let me do all the work."

Ben started to feel 'things' quivering needfully over every inch of his submerged body. Things that felt like lips with tongues, like the softness of a woman's body and things that weren't any part of a human.

This weirded Ben out at first but then his unease gave way to just how good Lucy was making him feel. Every square inch of his body was being worshiped or teased in some amazing way. Lucy knew what she was doing to him to, right down to the feathers that played with that hidden ticklish spot on his feet and ankles.

Lucy leaned in over Ben and kissed him while the rest of her played with every inch of his body. Ben manage to work his arms out of the clay and pull Lucy closer to him. It didn't matter after all that the part of Lucy that Ben held in his arms was no more her then the clay the engulfed his body.

Still it was the feeling of holding 'her' in his arms that gave Ben a point of references for his lust, a body to hold, breast to touch and lips to kiss. A not quite human but still cute face to watch as he made her feel loved.

Lucy started to trembled as she felt herself and her cousin Ben climax. The shapeless mass the filled the tub started to quiver and shake. Ben held on to Lucy as he felt himself about to cum.

"Lucy!" Was all the warring Ben could give before he came.

When Lucy came it was literally like a geyser and parts of her went everywhere. Some of Lucy splashed over the lip of the tube as she thrashed about like a seashore in a storm surge. Then as Lucy ebb away from her climax her violet eyes rolled close and she almost began to melt into herself.

Ben pulled Lucy up into her arms before she melted away and the two of them just kind of laid there. Lucy resting on top of Ben while he soaked gently in a tub full of her unformed clay like body.

Ben shook his head as if still not knowing what happened. "Well that was a unique experience but how about next time we try something a little more pedestrian."

Lucy ran her fingers thought Ben's sludge slicked hair and probability left more in there then she dislodged. "What makes you think I'll sleep with you again?"

Ben looked stunned for a moment but saw the hidden playful smile Lucy used when she was messing with him.

"Call it a hunch." Ben said as he kissed Lucy.

-Next Day-

Bill Gacks ran a power snake down the the drain of the Tennyson bathtub. So far a huge amount of purplish clay and been pulled free from the pipes but they were still clogged up bad. Bill Gacks gave a shake of his head and plumbed the power snake in deeper. "What in Tarnation were you doing, making bootleg modeling clay?"

Ben was standing behind Bill with Rook right next to him. "Yeah, something like that."

Bill Gacks looked at Ben and clearly didn't buy it. "Okay then if you say so. Now most time I see a mess like this it was cause of someone got to having a little 'fun' with a Sludgepuppy. Oh not that I'm one to gossip mind you but I hear they make for a unique experience, if that's what your into." Bill Gacks said with a knowing wink at Ben.

Rook grabbed Ben and started to pull him out of the bathroom. "Pardon us Mr Gacks but me and Ben have to talk."

Once out of earshot Rook turned on Ben with all the shock and disbelief his normally blunt expressions failed to convey. "Lucy is your cousin!"

"Only by marriage !" Ben said in way of self defenses and also confession.

Rook put a hand to his face and growled. "Your fucking around is going to get us all in trouble."

"Whoa, calm down partner. Now your swearing and using contractions. Besides I got this under control and nothing's going to happen."

-Same time but several hundred light years away-

A plumper ship came under fire, it's engines and life support failing. They couldn't get a look at the ship that attacked them but it seemed to have moved off.

'Just wanted to cripple and not destroy us huh?' the pilot thought to himself and he took a moment to plot an emergency landing on the frozen ice moon rising up quickly in front of the ships nose. The scanners showed it was a harsh environment but survivable.

The pilot took his eyes off his instruments for one moment to look behind him at the half dozen Plumber cadets. "Trust in your training, trust in yourselves and trust that help will come."

The half dozen still green cadets pulled themselves into their crash harnesses and then there was no more time for pep talks. One of those cadets was Rook Shar and she secured herself just like she had been trained.

Shar's mind however diffed to thoughts of her family and loved ones. She thought of her parents and her sisters and of little one and Blonko and finally of Ben. Shar felt safe for some reason when she thought of Ben. It was as if Shar knew this would all work out when she thought of his handsome smile.

Why did thinking about Ben make her feel so safe and warm?

Shar blushed as understood the meaning of her feelings for Ben Tennyson. 'I think this is what it feels like to be in...'

Shar thoughts were cut short as the world around her screamed with the voice of splitting metal as the hall of the ship hit hard ice.

-end-

I was not happy with this chapter for a long time and in fact I'm still not overly happy with how it turned out. While I had an clear picture of how I wanted Ben and Lucy to make love I think the depictions and technical aspects I was trying to add didn't work and I reworked it twice.

My thought was for a Sludgepuppy to feel sexual ecstasy like a human high on endorphins they need to borrow a chemical from their partner. The Omintrix helped Ben do that and then Lucy could 'Feel' the sex she was having with Ben's every touch. After all our own sensation of pleasure is nothing more then a chemical high our brains give us.

Trying to work that into sex felt wonky and skimmed down I think it was just confusing. I added the Looma and Ester girl on girl part after thinking the Ben and Lucy sex was too weak.

Oddly I'm really happy with the Rook judging and chastising Ben for his behavior. Also I liked adding Rook Shar to further complicate things between Ben and Rook. It's one thing for Rook to be disprove of Ben's actions but it's another thing all together to see Ben being fresh with his younger sister.

And it was also good to end on a cliffhanger and not Ben passing out with his latest sex partner.

Look forward to more and as always thank you for reading.