Space, a vast empty void filled with many stars and planets. Many of these planets have life while others do not. The entire universe, sometimes in danger, other times has been saved by Ben Tennyson. Ever since he was 10 years old and founded a device that could turn them into different aliens, he's always been helping people. The Omnitrix may not have given him the alien he wanted in certain situations, but he always makes it work in the end.

Right now, he is in a plumber transport ship because they had received a strange signal coming from the edge of the Galaxy. He wasn't alone for this mission, though. He had a trusted friend accompanying him, Helen Wheels. "Hey, how much farther is this signal?" He asked her as she was checking the coordinates.

"Just a few more clicks." Helen told him before she glanced over. "You know, you and I haven't really gotten to know each other since we first met."

"Yeah, with you and Manny trying to send me into the Null Void, then we had to find Doctor Animo in the null void, then the whole 'coming storm' thing…" Ben listed out as he scratched the back of his head. "So, how have you and Manny been? Are you two like a thing or something?"

"Oh no! He and I are just friends!" Helen quickly told him with a blush on her face. "Manny's not really my type. We've always been friends since we got turned into aliens. So, how have you been?"

Ben remarked, "Eh, I've been fine…. Things haven't changed much. Every other week I'm facing a new threat. Old and new enemies alike. Usually old enemies that want revenge. Don't have as much time to socialize as I'd like…."

"Well, I guess that comes with the hero thing." Helen mentioned. "So, just out of curiosity, have you got any girlfriends or anything like that? I'm just asking."

"Well no, not really." Ben replied. "Esther kind of broke up with me and Julie and I broke up when I didn't even know we did. So you can tell how my relationship life is going." There was a bit of awkward silence before the lights inside their transport blurred red. "What's going on?!"

"Not good," Helen said as she checked the readings. "It looks like we're heading straight for a cosmic storm. And it's a very big one." They saw up ahead a huge cloud that shot out a bit of electricity. They held on tight as the ship did evasive maneuvers from the electrical Cosmic storm. "The ship won't last very long in this storm!"

"I'm on it!" Ben then activated the Omnitrix and transformed into Feedback. He then climbed out of the ship and used his power to absorb any lightning strike and redirect them. "How's it going in there, Helen?! I can't keep this up!"

"Working as fast as I can!" Helen responded as she used her speed to maintain control of the shuttle. "Just a bit more and we'll get through-Ah!" The entire shuttle got struck by a very powerful bolt of energy on its left wing. "Massive damage on the left wing, we're losing power!"

"Hang on to something!" Feedback shouted as he quickly slammed down on the Omnitrix in hopes of transforming into an alien that would be able to give them a much less violent landing. He had transformed into Upgrade, who quickly merged with the shuttle. Upgrade quickly tried to form the wing back to a more functional one. "Come on, hold it together!"

"Ben, there's a planet just a couple of clicks from here!" Helen informed him. "Try and get us there before you're torn apart with the ship!" Upgrade did the best he could just steer the ship towards the planet before a couple of familiar vessels bumped into the ship. Neither of them had time to figure out who they were as all three ships were coming down to the planet below.


All three ships soon entered the planet's atmosphere before Helen could see it was all water and only one island.

"Ben! Help me steer the ship towards that island!" Helen yelled to Upgrade as she quickly worked the controls of the shuttle.

Upgrade groaned as he did his best to do so, "Peace of cake!" All three ships crashed towards the island, slamming right into it like meteorites. "You okay, Helen?"

"Yeah, but I don't think I can say the same for the ship." She mentioned before Upgrade removed himself from the ship and they could see the damage the storm had caused before he transformed back into Ben.

"Yikes, it looked better." He commented before trying to turn on the communications. "This is Ben Tennyson calling any plumbers out there, do you read?" All they could hear was static coming through and nothing else. "That's not good."

"We also bumped into other ships out there and they crashed with us." Helen reminded him. "You better make sure the pilots of those crafts are okay."

Ben nodded as he ran out of the ship and towards the other two. From a quick glance, he could see that they were a Tetramand and Incursion ship respectively. Ben muttered, "What are Tetramand and Incursion ships doing out here?"

That's when the door to the Incursion ship basically flew off of it as an all too familiar voice yelled out, "WHAT THE FLYING HELL WAS ALL THAT?!"

Ben whispered, "Wait a minute…. Attea?!"

That's when the doors to the Tetramand ship are literally punched off by a pair of red fists, as another familiar voice yelled out, "WHAT FORCE DARES TO CRASH MY SHIP?!"

Ben went wide-eyed and whispered, "Looma?!"

"Ben Tennyson?!" Both alien princesses exclaimed when they saw him. "What are you doing here?!" They then noticed each other. "What are you doing here?!"

"Uh, maybe we can talk about this when our ships are not sinking into the water!" Helen suggested as she pointed out that spaceships are literally sinking. Ben quickly transformed into Bloxx and formed a boat for the three of them to ride in. Helen then used her speed to run towards the island they saw before they crashed and found the sand was a hot pink color.

"Okay, wasn't expecting pink sand…." Helen said as Bloxx came ashore before reforming to his normal form as Attea and Looma hopped off of him.

Bloxx turned back into Ben and asked the girls, "Is everyone alright?"

Looma stated, matter-of-factly, "Other than the fact that my ship is sinking into the ocean surrounding this island, I am in one piece and unharmed."

Attea said, more casually, "I'm fine…. Just ticked off…." She crossed her arms under her breasts. "But seriously, the Hell happened up there?!"

"We all flew in a cosmic storm and it knocked out all of our ships' systems." Helen told the two before she realized something. "Hang on, what are you both doing here? Ben and I are here because the plumbers picked up a strange signal coming from this location."

"Not that's none of your business, but I also picked up a signal coming from this sector of the Galaxy." Attea explained herself.

"I also picked up the same signal from this location as well and came here to claim it for the house of the Red Wind!" Looma spoke up.

"And let me guess, you tried to contact for help but all he got was static." Ben mentioned as the two nodded in response.

"I think even if communications were working, I think the cosmic storm would block any signal." Helen mentioned with her arms crossed. "But just to be sure…" She then used her super speed to run all over the island they were on before coming back to them. "There's no one on this island, so we're pretty much stuck and deserted."

"Great, stuck here with miss buff arms, and a couple of red spots." Attea complained.

Looma commented, "I'm not happy about this either. Being stuck with my former betrothed, a rival heir to her throne and…. Who are you?"

"I'm Helen, Helen Wheels. I'm a Plumber like Ben." Helen growled with a twitch of her eye.

Ben held up his hands and said, "Alright, calm down everyone. Calm down. All four of us are stuck here until we can manage to find a way off this planet, so we should at the very least try to get along and work together to survive on this island."

"Don'tcha have an alien that could get us off this island, Tennyson?" Attea asked with a raised eyebrow and crossed arms.

"I could get us off, if it weren't for that Cosmic storm." Ben mentioned as he pointed up. "It looked way too intense, even as Feedback, I could barely get me and Helen through it."

Attea smirked as she said, "Guess that thing can't solve all your problems, hmmm?"

Ben retorted, "I don't see you figuring out a way to get us off this planet, ya royal pain in the-!"

"Ben!" Helen yelled.

"What? I was gonna say "neck"!" Ben said. "Besides, if we're going to survive on this planet, we're going to have to work together." He then turned to Attea and Looma. "You know, like how you two and all the other girls fought that slang worm from the game show."

"Perhaps you have a point…" Looma reluctantly agreed. "Besides, I never saw a cosmic storm like the one the three of us went through. It could be something else."

"Huh, looks like there's brains behind those bronze after all." Attea whispered.

"She does have a point though" Helen said, "That cosmic storm might be caused by something else."

"So we're going to survive on the island together." Ben mentioned before he activated his Omnitrix. "I'll go into the water and pull out our ships and see what we can salvage from them. Do you think you three can make any shelters?"

"I can, considering I'm stronger than these two." Looma bragged as she flexed her upper arm muscle.

"Don't you start with me, red face!" Attea demanded as they glared at each other.

Looma got into Attea's face as she growled, "Don't you start with ME, Frog-Face!"

"Knock it off you two!" Helen snapped at them.

Ben had just turned into Humongousaur and groaned. "Ladies, ladies, you're all pretty! Now stop fighting and start building!"

Humongousaur dived into the water, not noticing the three alien women blushing from his unintentional compliment. While Humungousaur went to get the three ships, the three alien women went to work on building shelters. Attea used any Blaster she had at her disposal to blast down some trees while Looma carried the logs. Once they had picked a spot, Helen used her speed to build some shelters. What got them by surprise as after destroying some trees, new ones just grew in their places.

Attea jokes, "Well, at least we won't have to worry about running out of wood…. If it weren't for that cosmic storm, I'd make this my vacation home."

Looma commented, "It actually is rather pleasant…. Aside from the cosmic storm surrounding it, of course. That is a bit of a deal breaker."

Helen said, "You've got some points there…." So the girls manage to make a few houses out of the wood they've collected just as Humungousaur came back with two of spaceships, Looma's and Attea's.

"Wow, you three did an amazing job." He complimented. "Where do you want me to put these?"

"Over there is fine, and be careful with my ride." Attea told him as he pointed to where to set the ships.

"So how come you're back with only two of them?" Helen asked after Humungousaur put the ships down.

"Just how to make sure enough time to get there and back before I-" Humungousaur explained before he timed out and transformed back into Ben. "Time out." Attea laughed out as Looma snickered and Helen held her mouth to keep herself from giggling. "You know, I'm surprised I haven't seen any tree stumps with all the wood you three have gathered."

"Well, it surprised us that they can regrow on their own." Helen mentioned. "Whatever this planet is, it really has a nice ecosystem."

"You said it sister." Attea agreed before they all heard her stomach growl. She blushed a little when that happened before she glared at them. "Don't look at me like that, I'm starving!"

"I guess that means it's time for lunch then." Ben mentioned as he stretched his arms. "Do any of you want to help me catch some fish?"

"Allow me to help that." Looma stepped up. "I have been taught how to hunt since I was little, so fishing will be no problem at all."

"I guess me and Attea will be picking some fruit." Helen mentioned.

"Hey don't drag me into-" Attea was about to protest before Helen quickly grabbed her and zoomed off. Both Ben and Looma looked at each other before they let out a small laugh.


Ben and Looma soon arrived at the shore as Ben was holding a stick with the end of it being sharpened.

"I usually go fishing with a fishing line, but I guess this will have to do." He mentioned while he was taking off his shoes. "I kinda wish Rook was here, he's better at this than…" He trailed off when he looked at Looma. "Uh…Looma, wh-what are you doing?" He saw that she had taken off all of her armor to reveal her muscular body, including her helmet to let her long black hair out. The only piece of clothing she had was a piece of cloth wrapped around her pelvis while a string of it was between her ass cheeks. He also noticed that her breasts were larger with dark red nipples and could guess that her armor was holding them back the entire time.

Looma looked towards Ben and asked, "Is something wrong? Your face is almost as red as my skin."

Ben quickly turned his head away with his blush as he stuttered, "W-Why aren't you wearing a b-bra underneath that armor?"

Looma stated matter-of-factly, "I find bras uncomfortable underneath my armor. Too constraining."

'Good thing she's at least wearing that cloth over her…. Wait, am I seriously getting turned on by Looma?' Ben thought to himself. "So, any reason why you're not wearing your clothes?"

"Because I find it uncomfortable when my armor gets wet." Looma responded simply. "Plus, my mother taught me how to fish like this."

'Well, that would have been nice to know beforehand.' Ben thought before Looma dived into the water to catch some fish.


Meanwhile, Helen and Attea were busy picking some fruits deeper than the jungle as they were gathering them in some baskets they made themselves. Attea picked a fruit and looked at it with a weird look.

"Ya know, these fruits almost look like dicks." Attea told Helen.

"Please, don't make what we're doing weird." Helen replied as they continued to pick fruit. "Hey, I gotta ask, why did you suddenly become uninterested in Ben? I heard he charmed you when he was in one of his alien forms."

"Hey, my business is my business." Attea replied. "I don't have to justify myself to a kineceleran like you."

"I'm part kineceleran, the other part of me is human." Helen told her. "And before you ask, no it's not because one of my parents was an alien and the other was human. It was mostly thanks to a mad man who thought Ben was a major threat to the universe."

Attea said, "... That doesn't make any sense. I heard about the Rooters stuff, and it doesn't add up. Didn't Tennyson's grandpa have Levin's father as a partner? And Levin ended up killing the man who killed his dad? And wasn't that Aggregor guy an Osmosian like him? There are a whole bunch of holes in the story those Rooters told that point to one conclusion, Missy; the Rooters were probably lying about what they told you all."

"You don't know the half of it." Helen responded. "It was because of them I lost my brother to the Forever Knights. Pretty sure that part of Kevin's dad was real and they just like to get into people's heads, make them doubt what they think and believe. Well, they got what they deserved, fired and stuck in the Null Void forever with those Way Bads." She crushed a fruit in her hand out of anger.

Attea remarked, "Well…. At least those jackasses are where they belong. Especially if they created such a horrible cover story."

"By the way, where'd you hear about them?" Helen asked. "I'm pretty sure the Plumbers had kept that secret."

Attea explained, "My dad's a regular prisoner at the Plumbers HQ. He tends to hear things. That was one of the things he told me over a call…. Along with a recipe he learned for a special kind of buffalo wings."

"Huh, so how exactly did your whole species get into the war thing? I mean, with your planet gone, wouldn't it be easier just to make peace with each other?" Helen questioned as Attea just remained silent. "Don't know the answer to that one either, huh?"

Attea sighed as she grabbed another fruit. "I dunno…. Honestly, at first I was just doing what dad told me to do. Stir shit up for the Plumbers. Try to grow the empire. All that jazz… But after dealing with that stupid game show…. For some reason…. I ain't exactly keen on doing that stuff anymore…."

Helen looked at her for a moment before placing a hand on her shoulder. "Tell you what, I found a natural hot spring not too far from here when I searched the island." She told her. "Maybe later, after lunch, you, me and Looma could go and relax there. Just us gals while Ben uses one of his smart aliens on the ships."

Attea found herself smiling as she said, "That…. Actually sounds kind of nice…. Haven't been to a sauna or hot spring in a long time…. And I have been wanting to try on this new bikini I got…."

"Shoot, didn't bring my own." Helen mentioned. "Guess I'll have to go nude." The two of them laughed a little at that remark before returning to picking fruit. Later, all of them returned back to their little Huts to have lunch. Both Helen and Attea were surprised to see Looma almost completely naked before Ben explained everything to them. After a few minutes of cooking the fishes they caught and chopping up the fruit, they all sat down to enjoy their meal.

"Hey four-arm gal, do you think you can put something on before you can eat?" Attea asked as she gestured to Looma's naked body.

"Ben didn't seem to mind when I caught all this fish with him." Looma mentioned while Ben looked away with a blush on his face.

"Oh? Does Tennyson have a thing for big, red gals who could crush his head like a coconut with one hand?" Attea smirked and looked at Ben.

"For the record, she caught me off guard and I didn't know what to say." Ben said in his defense.

"Let's just eat." Helen spoke up before it could escalate. The four of them enjoyed their meal and had a bit of a conversation. Telling one another of what their lives have been and stuff like that. Helen then told Looma about the hot spring and planned on relaxing with Attea there later. "Would you like to join?"

"I suppose a nice hot spring soak would be nice." Looma mentioned with a small blush.

"So you three will just have some girl time with each other while I work on the ships?" Ben summed it all up before he shrugged. "Hey, that's fine by me."

Attea decided to mess with him and asked, "No plans on sneaking a peak at three alien babes, Tennyson?"

"No, since I value the head on my shoulders and the one between my legs." Ben commented.

"Yeah, Ben's too good of a guy to stoop that low." Helen mentioned before she stood up and stretched her arms. "Okay, you go get your bikini, Attea and we'll head to that spring."

"Will do." Attea said as she went back into her ship to grab her bikini.

"Enjoy yourselves." Ben told the three before he transformed into Brainstorm. "I shall see what I can salvage from these three ships and make something out of them."

"Good luck." Helen told him before she went off with Attea, who was now wearing a rather skimpy two-piece purple bikini, (and her cap for some reason), and Looma. After a bit of walking, they made it to the hot spring which looked to be about the size of a lake. "Here it is."

"Oh baby, now we're talking." Attea grinned at the site of the hot spring. She and Looma were the first to step in as they both felt the warmth of the spring around their legs. "Oh yeah, that feels nice."

"Indeed." Looma agreed before she looked over at Helen. "Aren't you going to join us?"

"Give me a second to get my clothes off." She responded before proceeding to remove her plumber suit. She soon revealed her c cup breasts, with wide hips to the two other alien girls before she dipped her wheel into the water.

Attea said, "Damn, girl! You've been hiding that body under that Plumber suit the whole time? I'm surprised you don't have guys breaking down your door!"

Helen blushed a little from that remark as she seeped down into the water. "Yeah well, it's kind of hard to get any guys when you're on duty." She mentioned before she leaned back. "But this is relaxing to be out of it from time to time." She then looked over at Attea's e-size breasts and Looma's huge, g-size knockers as she felt a little jealous of them. "Although I wish my breasts were a bit bigger."

Looma said, "There is nothing wrong with having a smaller chest size. If anything, I wish mine weren't so big. I always have to bind them down under my armor. It can be most uncomfortable."

"Yeah," Attea spoke up as she lifted her left leg out of the water. "When my body started changing when I got out of stasis, I thought it would have been nice. But my breasts just give me a little back pain now and then." She then looked over at Helen. "Although, those hips of yours can be mesmerizing for any guy out there."

Helen blushed as she said, "T-Thanks…. Although you might have the best butt out of the three of us. Like, damn, you could rest a coffee mug on that thing!"

"Yeah…" Attea breathed out before letting out a sigh. "You asked earlier why I stopped liking Ben. I don't know, at first I thought he was annoying after dealing with that whole cat lady thing."

"Same, I was more interested in his Tetramand form." Looma mentioned.

"But, you both know Ben is Ben, no matter what form he's in." Helen told the two. "I mean, I like him just the way he is and not for his kineceleran form. His alien forms are still him, just with a different look."

Looma commented, "Hmmm…. You may have a point there…."

"Yeah, guess I was just too worried about getting an emperor by my side that I didn't think about that." Attea sighed before she had a thought. "Wait, are you liking him? Like 'like' like him?"

Helen blushed lightly as she said, "I…. I might…. I've always thought Ben was kind of cute, but…. He was usually with someone else. Like Julie or Ester…"

Attea asked, "Wait, is he single again?"

Helen commented after a few moments, "Er…. Yes…. He and Ester broke up on good terms after the game show incident."

"Huh, I would have thought he would have gone with that Kai girl after he picked her." Looma spoke up. "Although now that we spent more time with him, he's treated me more like a comrade in arms instead of a princess. And I sort of enjoy it."

"Yeah, I'll concede that he's not so bad once you get to know him." Attea agreed. "Plus I noticed his muscles have grown a bit since last I saw him."

Helen nodded, "Yeah. And the way he styles his hair is kind of cute…."

"And I found it somewhat arousing when he used Humongousaur to lift the ships out of the ocean." Looma commented as her lower arms rubbed her upper arms.

"Plus the way he looks when he is all flustered…" Attea added while blushing a little.

Helen asked, "Wait, are we suggesting what I think we're suggesting?"

"That we all wish to mate with Ben like Vulpimancers in heat? I believe so." Looma stated.

"Now it's got me wondering how big his cock is…" Attea mentioned as her hand gently grasped her right breast.

"I did see a bulge in his pants while we were fishing." Looma told them as both her upper arms squeezed her breasts.

Helen and Attea quickly leaned forward and asked, "How big was it?"

"About… this big." Looma answered as she clutched her fist as an example.

"Damn, if that's just his bulge…" Helen said as her tail moved on its own and began to rub against her lower lips.

Attea finished as she unconsciously moved her left hand into her bikini bottoms, "Imagine how big it is when he's at full mast!"

"Might be bigger…" Looma added as her lower arms removed the last bit of clothing she had.

Helen asked as she was basically humping her tail, "What is going on with us?! Why do I feel so…. So…. HORNY?!"

"Me too…" Attea spoke up as she couldn't stop rubbing herself.

"And w-why is the moon of this planet glowing?" Looma moaned out while her lower hands finger her cunt as they noticed it was night time and the Moon was glowing a hot pink color. All three of them couldn't stop what they were doing as they continued to pleasure themselves while having naughty thoughts about being with Ben.

Helen started to vibrate her tail using her abilities as she rubbed it against her entrance like a dildo. Attea extended her tongue and lowered it between her breasts and into her panties, eating herself out like she was licking an ice cream cone. Looma was using her upper arms to twist her nipples while her lower ones continued to rub herself.

Helen moaned, "I…. Need…. A cock…. Inside of me! NOW!"

"Well…i-it's a good thing…ah…there's one b-back at our shelters…" Looma recalled as all three of them smiled at the thoughts they were having.

Attea pulled her tongue out of her Honeypot and said, "Let's hope he's willing to mate with three primed and ready alien pussies!" All three of them stood up from the hot spring as they had hungry, yet lustful looks on their faces as they made their way back to Ben.


Meanwhile, Ben had transformed into Jury-rig as he was using the spare parts to build something. He soon hopped down from the mechanism as he transformed back into himself and wiped the sweat from his brow. "Putting together three crashed down ships into something new is not as easy as it looks." He said to himself. Ben removed his jacket and laid it down by the ships as he looked at his handiwork, not yet noticing the three voluptuous figures approaching him from behind.

But that's when he heard three familiar voices cooing in arousal, "Oh Beeeeeen…."

Ben turned and went wide-eyed at what he saw. Looma, Attea and Helen, all completely naked, eyes half-lidded and glowing pink, licking their lips and moaning as they rubbed their bodies lustfully.

"Uh…umm…Wh-Why are you three n-naked…?!" He asked them with a massive blush on his face. The three alien girls then noticed the bulge in his pants forming as it looked exactly how Looma described it.

"Told you both so~." She said to both Helen and Attea before they slowly approached Ben. "As for why we stripped ourselves of our clothing…"

"Let's just say, we're feeling so hot right now~." Attea finished before she licked her lips.

"Y-You mean not feeling so hot." Ben corrected.

"No, hot as in heat~." Helen told him with a lustful gaze.

Ben gulped, "Y-You mean…. Like lions in heat?"

Attea moaned as she cupped her breasts, "More like…. Lioness'... This planet has us feeling…. Frisky…."

"And while we were in that hot spring…. We started to…. Realize some feelings we were having…." Helen motioned her tail in a jerk-off motion.

"And we want you to put out our fires, beloved…." Looma moaned as her lower hands fingered her increasingly wet pussy and her upper hands cupped her breasts and jiggled them.

Ben remembered the last time Looma had called him her "beloved." It had been back when she was still trying to get with him. And Ben had a feeling this had to do with how the girls were acting like it was mating season and their eyes were glowing as pink as the moon hanging in the sky. He barely had any time to react as they quickly grabbed him and pinned him to the ground while they had lustful smiles on their faces.

"G-Girls, please-" he tried to protest before Helen quickly locked lips with him. When she pulled back, Attea locked lips with him as well before Looma took her turn.

Ben's eyes were as wide as dinner plates from receiving kisses from three sexy, naked alien babes in a row.

Helen grinded against him as she cooed, "Pleeeease, baby? You're single…. We're horny…. And we're all stuck on this island together…."

Attea started kissing Ben's neck as Looma moaned, "Wouldn't you want to have some fun while we're stuck here?"

Ben weighed his options. He could probably use the Omnitrix to get out of this situation until the girls calmed down…. But he could also have a fourway with three of the hottest alien women he had ever met while they're as horny as panthers during mating season in the jungle. Decisions, decisions…. And an easy one at that….

Ben muttered, "Ya only live once…. Fuck it!" He then got Helen by surprise when he pulled her in for a hot make out session. When he pulled back, he did the same to both Attea and Looma. They continued to repeat this cycle as the three alien girls started to unbutton and unzipped his pants. Once Looma pulled them down, each of them started to grip the bulge of his underwear to get a good feel of it. The bulge had gotten bigger, and bigger and bigger!

Attea moaned, "Ooooo…. Your nickname should be 'Ben Ten Inches.'"

"Well we better pull his underwear down or it'll tear right through~." Helen suggested as they grabbed hold of the waistband of his underwear. After giving in one big pull down, they gasp at the site of his ten inch long cock as it twitches with a bit of per-cum leaking from the tip of his cock.

Attea, Looma and Helen all said in unison, "Holy shit!"

They could practically smell his musk coming off his cock, and they loved it. They each then started to lick his cock from the base to the tip and down again. Ben moaned in ecstasy as he felt the three alien hotties giving him the most incredible blowjob of his life. And that was saying something, since Ester's abilities gave her no gag reflex back when they were dating. Attea then showed off her skills by wrapping her entire tongue around Ben's cock and going up and down on it. Looma started cradling Ben's balls with her lower hands.

Helen then hovered her pussy over Ben's face and moaned, "Eat my pussy, baby! I'll even make it vibrate for you if you want!" Ben answered her pleading as his hands gripped her hips before pulling her down to make her sit on his face. She gasped, surprised when he did this before she felt his tongue enter her wet pussy. Her tongue hangs out of her mouth as she felt him lick her inner walls and loved second of it.

Attea soon retracted her tongue when she felt something rubbing inner lower lips. She looked back and saw one of Looma's arms sticking two fingers into her cunt.

Attea moaned, "Oh yeah! Finger my pussy, baby! Show me what kind of skills you have with those fingers!"

Looma moaned, "Gladly! I'm eager to prepare your delectable green pussy to receive the mighty rod of the stud we are pleasuring!" Looma then proceeded to use all of her fingers inside of Attea's cunt while the two of them were sucking on Ben's balls. Helen then started using her tail to stroke his cock while he continued to eat her out.

"Fuck yes~!" Helen moaned. "Your tongue feels so good inside of me!" Ben responded by giving Helen a playful smack to her ass. This made her shudder in pure ecstasy from the feeling. Soon all three of them stopped what they were doing as Helen stood up and looked at him with a lustful gaze. "Okay, now who's first to take that cock of his~?"

Attea and Looma both looked extremely eager to take Ben's cock. They were absolutely desperate for cock! Ben then got an idea as he activated his Omnitrix and transformed into Ditto. "Allow me to help with that." He told them before he made two extra copies of himself and set each of their Omnitrixes to human. After they slammed them down, each ditto had transformed back into Ben, with their cocks still erect. "There we go, one for each of you."

All three girls salivated at the mouth like panthers who just saw a piece of meat, eager to devour their prey. Ben one pulled Helen in close while Ben two started to rub Attea's clit just to tease her and the third Ben was pulled into the Amazon position by Looma.

Looma moaned desperately, "Give me that dick, beloved! Mate with me like a Vulpimancer in heat!"

"Whatever the lady wants." Ben said as he rubbed his cock against her wet entrance. It wasn't long before he shoved his cock right into her, causing Looma to gasp from the feel of his cock inside her.

Meanwhile, Attea was getting teased by Ben before he pinned her down into a mating press position. "So, ready to get pounded, my sexy empress?" He asked with a smug tone.

Attea moaned, "Oh fuck yes! Breed me! Breed your queen, baby! Plow me like your princess!"

Ben moaned, "Gladly!" Before he slowly slid inside of Attea, earning moans of pleasure from the both of them.

Finally, Helen had laid on the ground with her right leg up as Ben rubbed his cock against her. "You sure you want this, Helen?" He asked her as she nodded her head rapidly in response.

"Fuck me Ben! Fuck me till I can't walk~!" Helen moaned as she used her fingers to spread open her cunt.

Ben happily obliged as he pushed his cock deep inside of her waiting honeypot, his eyes rolling into the back of his head as her pussy seemed to vibrate in ecstasy and pleasure-filled bliss.

All three ladies, as well as all three clones of Ben, were moaning in pure pleasure as they mated vigorously like wild animals with jungle fever. Looma had pulled her Ben in for a hot make out session as he thrusted deep within her while Attea made her Ben suck on her breasts while they fuck. Helen and her Ben held each other close as he thrusted into her and she made her insides vibrate with each thrust. And the best part? The Ben clones could feel each other's pleasure. Their shared pleasure basically made it feel like they were fucking all three girls at once. Attea extended her tongue into her ass in order to increase her own pleasure as she mated with the Ben clone like a wild cheetah who'd finally found a mate after too long.

Helen brought her Ben clone in for a hot make out session while she used her own tail to make him thrust faster into her cunt with his cock. Her tail acted like a hand continuously pushing him inside of her tight, wet, needy pussy that was aching for him. "Mmmmm~!" She moaned in the kiss as the pleasure increased. Her eyes rolling into the back of her head as the clone grunted like an animal.

"Hey Attea, I got an idea." Her Ben clone whispered in her ear before taking his cock out of her. "Wrap your tongue around my cock and I'll put it back in~." She loved that idea so much that she quickly pulled her own tongue out of her ass and quickly wrapped it around his cock. Ben then shoved the cock, wrapped in her tongue, back into her waiting pussy, making Attea moan from tasting her pussy and Ben's cock at the same time as he plowed her. It was such a new and exotic experience for the horny princess.

Meanwhile, Looma had spread her legs out wide as her Ben clone was thrusting his hips both wildly and rough into her. She used her lower arms to grab a hold of his ass cheeks while her upper ones were resting behind her head. Ben then started to suck or bite down on her nipples, causing her to moan louder in pleasure as she never had her nipples be attacked like that before.

All three alien women had the exact same thoughts. 'God, I think I love him!' all three of them then felt his cock throbbing inside of them as they too felt close to something. "I'm gonna cum!" All three exclaimed.

"Me too!" All three Bens shouted as they thrusted harder into them. Each of them gave one last thrust before they released a big flow of their semen inside of each of the alien women they're pleasuring. Attea, Looma and Helene all moaned in pure ecstasy as their respective clones filled them to the brim with their seed. They all went cross-eyed as their tongues hanged out while their pleasure centers were in maximum overdrive.

Soon each of them pulled out and sprayed their bodies with more of their semen. Attea, Helen, and Looma had their breasts covered in semen as Attea looked exhausted from the amount of pleasure she received. She wasn't used to having her world rocked like this. Looma and Helen looked ready for another round, though. Looma was used to constant fighting, so she had a ton of energy and stamina. And Helen's own biology made her able to go on for countless hours.

"So, ready for another round?" The Bens asked both Looma and Helen.

"Yes, but, could you go back to being one Ben?" Helen asked as she rubbed her tail.

"Yes, because we want to have fun with one of you." Looma added as she brought up her breasts. She started to lick the cum off of her breasts to give the Bens a kick start to get them erect again. It certainly did the trick, as all three Bens went erect before they used their Omnitrix's to form back into one singular Ben.

Ben gently stroked his cock as he asked the ladies, "who wants it next?" Helen then got surprised when Looma picked her up and placed her on top of her before spreading her ass cheeks with her lower hands.

"Start with the halfling here, I believe her ass is ready to be penetrated by your glorious cock~." Looma suggested as Helen blushed at this.

Ben smirked as he said, "Well, I've always wanted to try anal. What better way than with a beautiful, blue butt like this one…."

Helen blushed even more, her cheeks dark blue as she muttered, "I…. I like to tease my butt with my tail when I…. Masturbate…."

Looma used her upper hands to hold Helen's cheeks and cooed, "Then let our beloved make love to your bubble butt as I taste those delicious looking lips of yours…." Helen then gasped when Ben grabbed hold of her ass cheeks and poked her hole with his cock. It wasn't long before Ben shoved his cock forward and went up her ass, causing her to scream out in pleasure before Looma locked lips with her. Helen moaned in the kiss as Ben thrusted his hips into her ass while he had a grip on her tail.

Ben moaned, "Oh fuck! This ass is first class! It's so tight! So hot!" as he kept thrusting in and out of her tightly puckered hole as it wrapped around his member. Helen's eyes had rolled into the back of her head as she felt Looma's tongue in her mouth and Ben's cock in her ass.

Her whole body trembled in pleasure from the feel of Ben's cock up her ass while Looma used her upper arms to play with her breasts. She thought, 'Oh, if only Attea was awake. Her tongue in my pussy would make this PERFECT.' As if on cue, a tongue was then shot right up her pussy, causing Helen to break the kiss and yelp in surprise. They all turned to see Attea laying on her side as her tongue went up Helen's cunt.

"I thought you were exhausted from the pleasure I gave you." Ben told her with a smirk on his face as he continued to rut Helen's ass.

Attea moaned out, "I can't feel my legs, but I can feel my tongue. And it wants a feel of that girl's pussy!" She began to thrust her tongue in and out of Helen's pussy like a dildo. This made Helen moan out like a girl in a hentai. Ben could feel her ass getting tighter around his cock as he thrusted harder while letting out some grunts with each thrust. Looma giggled and moaned as she started to suck on Helen's perky breasts like a newborn babe.

"I'm…I am g-gonna….CUMMMING!" Helen exclaimed covered Attea's tongue with her love juices as Ben gave one last thrust into her ass. He then released a flow of his semen into her as Helen's whole body trembled with pleasure.

Looma cooed, "That's it…. Feel the pleasure overwhelm you…. For soon, it shall be my turn to take his seed in me again!"

Helen moaned as she came down from her orgasm, "Go ahead…. He's all yours for now, baby."

Looma giggled as she carefully lifted Helen off of her and laid her down next to her. She locked eyes with Ben, spreading her legs and giving him the bedroom eyes as she asked, "You want to motorboat a Tetramand Princess while balls deep in her needy little pussy, beloved?"

Ben lunged at Looma as he growled, "FUCK YES!" He then buried his face right into her cunt, that was soaking wet that it almost looked like Niagara Falls. Her head then was thrown back as Ben started sucking hard on her cunt while licking her inner walls like crazy. Attea sat up and spread her legs as she began to rub herself while she watched Ben eat out Looma like crazy.

"OH YES, BELOVED!" Looma moaned out as she placed all four hands on his head. Ben kept lapping up her juices, wanting her primed and ready to take his cock once again, while also addicted to the exotic taste of her love juices. Her scent overwhelmed his senses.

Looma felt another orgasm fast approaching from Ben's expert licking of her cunt. She knew she wanted his cock in her pussy and his head in-between her titties when he was on the edge. She soon pulled him away from her cunt and had him sit on her stomach with his cock between her breasts.

"What are you doing?" Ben asked as she had a lustful grin on her face.

"Just trying out a sexual technique I learned." Looma replied with a grin. "Prepare to endure my Tetramand tit fuck~." She then used her lower arms to hold onto his hips while she used her upper ones to squeeze her breasts together. She then made him thrust his hips forward as his cock was thrusted between her breasts while he felt the feel of her six pack abs being massaged against his balls.

Ben moaned, "Holy shit! That feels so good!" Looma smiled as she continued to make him tit fuck her.

Attea was too busy rubbing herself in pleasure and watching them, she didn't notice Helen crawling over and surprised her when she grabbed her breast. "Whoa, wha'cha doin, fat ass?" She asked as Helen smiled in response.

She replied, "Getting a good grip on these titties!" Attea then let out pleasurable moans as Helen began to play, pull, and massage her breasts. Meanwhile, Looma kissed the head of Ben's cock each time it came up. She moaned with each kiss, eager to have Ben cum all over her face breasts before she took him in her pussy again as she licked up the cum. Or maybe she'd have Attea use her tongue to lick it all up.

"Y-You want me to fuck you hard, d-don't you?" Ben asked her as he noticed the look on her face. "But you want me to cum on that beautiful face of yours too, am I right?"

Looma moaned out, "YEEEEEEES! Cum all over my face like I'm your little cum cump!"

"Well hang on…a…a bit more…" Ben grunted before he released his cum all over Looma's face. She opened her mouth after being shot in the face with his load as some of it landed in her mouth. Ben then quickly took his cock and rammed it right into Looma's pussy without hesitating. As Ben began to fuck Looma hard, Helen and Attea started to eat each other out as they both laid on the ground in a daisy chain. Attea was swirling her tongue all around in Helen's pussy, like it was making a home for itself in the warm, wet cavernous folds. Helen moaned as she buried her face in Attea's cunt and tried to return the favor as her tongue moved at a lightning fast pace.

"B-B-BELOVED!" Looma cried out in pleasure as both her and his flesh slapped against each other every time he thrusted forward. "TAKE M-M-ME LIKE A COMMON WHORE!"

Ben moaned out, "I'LL TAKE YOU LIKE A QUEEN GETTING THE ROYAL TREATMENT! CAUSE THIS IS A ROYAL PUSSY!" He then bit down on her right nipple as he continued to ravish her. This caused her to moan even louder at the feel of someone biting down on her nipple like an animal. She absolutely loved how Ben ravaged her like a beast, and she his fuck toy.

Attea soon had her tongue hanging out of her mouth as Helen was using her own tail to thrust into her cunt while it rubbed against her own. Attea moaned, "Damn! This tail is like the perfect vibrator! Fuck! Yeah!"

"I know, I-I sometimes u-use it on m-myself…" Helen moaned as she embraced Attea and sped up even more.

Attea moaned out, "I can see why! Having this thing in my cunt all the time would be heaven on Earth!" They watched as Ben continued to plow into Looma while she moaned so loud she could wake the dead.

Looma moaned out, "Oh yes! Yes! YESSSSS!" her love juices sprayed across the ground as Ben gave one final thrust into her as his cock and balls were throbbing hard, releasing a flood of his semen deep inside of her womb. Soon as she laid on the ground her body was trembling in pleasure before he pulled out and covered her with more of his semen.

"Don't think you're done yet, Tennyson~." Attea spoke up as both her and Helen stood up with their eyes glowing but pink. Looma also stood up as her eyes glowed as well before all three of them started rubbing his cock. "I want my tune again and I will get it~." They then dragged Ben into the makeshift home they made and he felt like he's in for a very long night.


As morning came around on the planet, Ben is seen resting on top of Looma with his head between her breasts while Attea was on his left side and Helen was on his right. All three of them had pleasurable looks on their faces and he could still feel his dick still hard. He knew that last night he plowed all three and it was a crazy time.

He carefully moved as to not to wake them up before he felt a familiar and grab hold of his leg. "Sorry Ben, you can't go anywhere with that meat pole up~." He heard Helen say before he turned to see all three of them up with smiles on their faces. She then pulled him to the ground as all three of them crawled over to him.

"We don't know what it is about this planet, but it really makes us horny~." Attea spoke up as she and Helen went up to his balls.

"And you were extraordinary last night, beloved~." Looma added as she traced her hand up and down his cock.

"So, let's have a bit more fun before we do some things today~." Helen finished before all three of them started licking the length of his cock, stingering the taste of him as they rubbed their own pussies. Ben groaned in pleasure at the feel of three sexy alien girls licking his cock and cannot deny that he's enjoying it.