By The Cthonaut
Ben 10 Fanfiction
All rights to Ben 10 belongs to Man of Action and Cartoon Network, including majority of characters
Authors Notes
So here is Chapter 2 of Cosmic Encounters. Here, we will get a spicy lemon. Hehe, and it's not too bad. Also, to make up for keeping you all waiting, it's going to be a more…longer chapter, at least longer than normal. I hope you all enjoy it and let us continue on.
Chapter 2: No Pain, No Gain
Ben stood in the tech lab at the base. Blukic and Driba had finished reprogramming Mazuma. They had also repaired the synthetic skin that covered her body.
Driba smiled proudly. "There you go. She's 100 percent repaired and we added a few extra features. Blukic, if you will explain."
Blukic said. "We've equipped her with a learning processor so she can learn to be more human. What's even more odd is that her previous owner installed her with some very interesting hardware."
Ben tilted his head. "What do you mean by that?"
Blukic and Driba looked at each other and gulped.
Driba replied. "She was built with…sexual parts, meaning-"
"She is made for pleasure" Blukic blattered out.
Ben blushed. "Wait…so you mean she's able to…"
The Galvins nodded.
Ben sighed and said. "Well...I've dealt with worse. Activate her…"
They did as requested and started her up.
Her eyes flashed green instead of red. She examined the room. "Systems booting…"
Ben stood ready in case she tried to attack them, but she never did. She simply stared at her surroundings and looked at Ben.
"Awaiting orders, Master Tennyson." The android said.
Ben looked at the Galvins. "She's programmed to listen to me?"
Blukic nodded. "To any command you give her. But..try to keep it normal."
Ben nodded and looked at Mazuma. "Mazuma, stand up."
Mazuma did as told but when she did, the sheet fell off, revealing her to be nude.
Everyone shielded their eyes. Ben tossed her his jacket to wrap around herself. "There…that should do until we get you some clothes."
Mazuma simply said. "Thank you, sir."
Driba said. "Take her around, let her learn. It will help in the long run."
Ben nodded and he took Mazuma out of the lab.
First thing he did was get her something to wear. He dug around and found a Plumber suit similar to Rooks.
He smiled. "Perfect." He gave it to her to put on.
It was very form fitting and comfortable to her. Mazuma smiled. "Thank you, sir. It fits great."
Ben nodded. "It fits any size. It even brings out your curves."
Mazuma asked. "Is that a good thing?"
Ben answered. "It depends on who you ask. It looks good on you."
At that moment, Ben's phone rang. He answered. "Hello?"
A female voice came through. "Hey sweetie."
It was his mom, Sandra Tennyson.
Ben smiled. "Hey mom. Is everything ok?"
"Oh, everything is fine. I just wanted to call you about the dinner tonight."
Ben gulped as he heard those words. "Dinner?…"
"Benjamin Kirby Tennyson, don't tell me you forgot about Gwen and Kevin's dinner tonight?" Sandra said in a stern tone.
Ben chuckled nervously. "Of course I didn't forget. I've just been busy."
Sandra sighed and said. "Right...it starts at five. Please don't be late."
"I won't, mom. I love you." Ben said.
"I love you too, Ben." His mom hung up.
Ben turned to Mazuma. "So…let's get you set up here."
Mazuma nodded and smiled.
The whole day, Ben was showing her around and training her in Plumber protocol.
It was around noon when Max came up to Ben.
Ben looked. "Grandpa, meet our newest recruit."
Max looked and saw Mazuma reading over the laws and regulations of the Plumbers.
Max looked. "Can you tell me why you brought Billy Billions robot assistant here?"
Ben rubbed the back of his head. "It's…a long story."
Max listened as Ben explained what happened. From him finding Mazuma to Blukic and Driba reprogramming her.
Max sighed. "I don't like this but…I do trust your judgment. You do understand you will be responsible for her, right?"
Ben nodded. "I do. I believe she deserves a second chance to do some good and I will watch her, making sure she doesn't get into trouble."
Max nodded. "Alright, son. Just keep an eye on her and make sure she doesn't go full Skynet on us."
Mazuma then spoke up. "You need not worry, Magister Tennyson. I will contain myself."
Max said. "Just be careful." He turned to Ben. "I'll see you tonight, son. "He walked off.
Ben looked at Mazuma. "Let's keep going."
At the end of the day, Ben left the base. Mazuma was going to remain at the base overnight for some diagnostics and maintenance to make her fit for duty.
Ben made his way to the restaurant Gwen and Kevin were hosting the dinner at. He was curious about what the couple had to say. Perhaps it was something about the wedding.
He pulled up to the restaurant and got out. He entered the lobby and told the host which party he was there for.
The host nodded. "Right this way." He led Ben to a large reserved table in the back.
Gwen and Kevin were there. They had changed their looks from how they used to be.
Gwen now had short hair resembling her future self and a pair of blue glasses that she said made her look more intelligent. She had a blue vest over a white button-up and a blue skirt. Her shoes were blue high top sneakers with stockings going up her legs.
Kevin wore a black long sleeve with a brown pair of pants. He had a stubble beard on his face barely covering the scar Ben gave him a few years ago. He wore boots and a jean jacket.
Ben's parents were there, along with Gwen's parents, and Kevin's mom and step father. There was also their grandmother, Verdona. She had her silver hair in a ponytail and wore a purple blouse with gray pants, going for that grandma look. Beside her was Sunny, Ben and Gwen's cousin. She had gone with her own look to differ from Gwen. Her hair was still long but she had more goth makeup. She wore a black skirt and a pink t-shirt.
Ben smiled as he saw his family. It felt like they barely spent time together anymore with how busy they get.
Gwen noticed Ben standing there and smiled. She hugged him. "Ben. I'm so glad you made it."
Ben smiled as he hugged back. "You know me. Wouldn't miss it for the world."
Kevin walked over. "Good to see you, Tennyson. Feels like forever since we last saw each other."
The two men did a fist bump.
Ben chuckled. "Well, you know how it is, being the number one hero in the galaxy."
Kevin said. "Still, we gotta make time to hang out, especially with how things are going to be."
Ben was confused. "What do you mean?"
Gwen put a hand over Kevin's mouth. "We're…gonna tell everyone at once."
Ben nodded and sat down.
Max arrived not long after and greeted everyone.
Soon everyone was enjoying dinner and catching up.
Gwen had finally graduated from Friedkin University and secured a teaching position there. She would be teaching magic and helping others with their skills.
Kevin had opened his own auto shop with Rook recently and was running it solo while Rook was on his honeymoon with Rayona.
As for Ben ...well, it's been the same old, same old.
Verdona asked. "Benny, how is your relationship with that Kai girl?"
Ben sighed as he ate and answered. "It...didn't work out. We had different goals and we were just too different."
Verdona replied. "You have to settle down, Benny. I've lost count of the number of girls you let go because of that ego of yours."
Max touched Verdona's hand. "Honey, that's enough."
Ben swallowed a bite, and shook his head. "No, it's fine. She's right. But we're not here to discuss my life choices… tonight. It's about Gwen and Kevin."
Everyone agreed.
Verdona nodded. "You're right. I apologize for my outburst."
Gwen then revealed what the big announcement was. "So…we're getting married in a few weeks, as you all know. But recently…there's been a development…" She looked at Kevin.
Kevin nodded. "We're having a baby…"
This surprised everyone, but in a good way. Gwen's mother, Natile, replied. "I can't believe my baby is having a baby. It's so exciting!!" She squealed.
Verdona smiled. "Maybe the baby will have the gift."
Everyone talked amongst themselves about the news. It was the first child of the next generation.
Ben smiled and congratulated his cousin and soon to be cousin in law.
But...as usual the excitement wore off when Ben's Omnitrix began to beep. It was an alert.
Everyone looked at Ben.
Ben was embarrassed. "Sorry…I'll just-"
Max stopped him. "Go. We know you won't be long." He smiled.
Ben nodded and left, but not before leaving a large tip.
He answered the alert. It was Helen and she left a message. "Ben, there has been a signal coming from outside of town. I figured you could investigate and send back what you find."
Ben nodded and turned the dial, transforming into an alien that resembled a blue jelly with fins. It was Ampfibian.
He flew to the outskirts of town as it was getting dark, eventually arriving at the crash site.
It looked like an alien pod. Shaped like an oval with crimson coloring and red windows.
Ben got close and a large metal hand came from it, grabbing the hero by the neck. He started to struggle with breathing as a large mechanical humanoid came from the pod. It threw Ben across the ground, making the hero roll and tumble for several yards.
Ben groaned as he got up, his clothes torn and dirty. He was also scraped up. He spit up a bit of blood and looked at the robot.
It looked like one of Vilgax's Mechadroids, but more sleek and with only two legs. Its arms were bulkier and more flexible.
Ben chuckled. "Finally...something I can beat up without holding back. Just what the doctor ordered!!" He turned the dial on the Omnitrix and pressed it.
He began to transform into what looked like an orange canine alien with no eyes, but gills on its neck. It was Wildmutt.
He roared and charged the robot, ripping into its metal exterior and biting at whatever he could sink his teeth into.
The mechadroid saw this as an annoyance and grabbed Ben by the hind legs, slamming him to the ground, causing the Vulpamancer to whimper and groan as it got slammed.
Ben turned human. "Fuck…that thing is stronger than I thought…but not-" Ben was interrupted as the mechadroid began to fire off several shots of plasma beams at him.
He barely dodged them and quickly transformed. He was now a being made of diamonds. It was Diamondhead.
Ben slammed the ground as large shards of diamond shot out of the rocky soil, up along the droid. It began to shut down.
Ben turned human. "That was way too easy. Something isn't right..." He approached the deactivated mechadroid and its head ejected. It began to shift its shape into a pod and launched into space.
Ben was dumbfounded but shook his head. "It's been a long evening…"
He turned into XLR-8 and sped back into town. He called everyone and let them know he wasn't feeling the best and decided to head home. They all understood and didn't question it.
Ben arrived back at his apartment and turned back to his human self. He limped up the stairs and entered his home.
He groaned as he plopped on the couch, his body aching from the pain.
Then…there was a knock at the door. He said aloud. "Come in!!"
The door opened and it was……Helen.
Ben looked. "Helen? What are you doing here?" He asked, confused.
Helen replied. "Well...Magister Tennyson sent me here to check on you after what happened. He didn't tell me but...I wanted to make sure you were okay."
Ben smiled. "That's sweet and I'm sorry if I took you away from any of your plans."
She shrugged. "I didn't really have any…now let's get you patched up. Do you have a first aid kit anywhere?"
Ben nodded. "It's in the bathroom…" He winced as he pointed to it.
Helen nodded as she went into the bathroom and grabbed the kit.
She made her way back to Ben and started to bandage his wounds.
She was wearing her plumber suit when she arrived but she removed the top of it so she would have more room to work with. Underneath it, she wore a black tank top and a special necklace.
Ben noticed and asked. "That's a beautiful necklace..."
Helen nodded. "Pierce gave it to me when we were kids…he said if I was ever alone…he would always be with me as long as I wore this."
Ben nodded as he listened. "I'm sorry for what happened to him…it was my fault.." He looked down.
Helen then touched his chin and lifted his head up. "What happened wasn't your fault…it was the Forever Knights…and because of you...many others avoided the same fate as his…" She told him, while she was cleaning up some of the scrapes and cuts on his body.
Ben nodded then said. "You said you had no plans…wanna hang out here for tonight?"
Helen thought about it then smiled. "I would love to."
Ben smiled and the two spent the evening watching some low budget movies . Ben ordered take out for them since the dinner was cut short and the battle made him hungry.
He also lent Helen some more cozy clothes and the two ate Chinese food as they criticized cheesy Hallmark movies.
"Why would she leave her seven figure job for some country hunk? She's only known him for two days!!" Helen criticized.
Ben agreed. "And the guy she was dating wasn't even a bad guy. He just didn't want her to throw everything away for a fling. It's ridiculous."
Helen laughed. "But she had to go save the Halloween Fall Harvest Pumpkin Carving Contest Extravaganza in her small hometown, and there she met the lonesome single father and fell madly in love with his manliness as he picks the pumpkins with his strong brute arms." She moaned mockingly, followed by laughter.
Ben also added. "And don't forget his mother who is a struggling baker and the woman finds a passion for it. So by the end, they take over the bakery and have a happy ending." He laughed.
"And continue on the tradition every year of the Halloween Fall Festival Harvest Pumpkin Carving and Costume Contest Extravaganza, or for short the HFFHPCCC." She said, purposefully making the name longer as part of the joke.
Ben just about fell on the floor laughing.
The two also indulged in a bit of alcoholic beverages, more specifically some wine Ben was gifted by an alien king a few weeks back.
Helen smiled. "This is so good."
Ben nodded. "Apparently it's been aged for…20,000 years? Whatever that means."
The two got tipsy after a bit of drinking and they were cuddled up together with Helen caressing Ben's chest. "Mmmmm ...such a handsome man~." She giggled.
Ben was rubbing her thigh. "And you are one sexy woman~." He smirked.
She then looked in his eyes and he looked back.
They closed their eyes and embraced in a deep kiss.
WARNING: NSFW SECTION AHEAD!!!! DO NOT READ IF YOU DON'T LIKE SEX!!!*
Helen ran her digits down Ben's chest, grasping his crotch, grasping his bulge. She smirked as she licked her lips. "It looks like you got a gift for me~."
Ben moaned softly. "You'll..,have to find out, nghh!~"
Helen smirked as she basically had Ben like putty and started to slink down his body.
Ben watched her as his face was as red as tomato, blushing.
The Kineceleran woman unbuttoned his pants and pulled them down. His erection sprung out and hit her in the face.
The look on her face…she was shocked as she saw the size of it. Not too large, but definitely big for human size.
Helen wrapped her alien fingers around his member and began to stroke it slowly.
Ben moaned as she started to stroke him off. It was the best feeling in the world. Admittedly he was still…a virgin. Him and Kai never really did it as they were constantly busy. This was his first.
Helen then got an idea and used her long tongue to slide up and down his meat stick. She moaned as she tasted it. It was almost intoxicating.
She chuckled. "Just like a lollipop~" She smirked as she took it in her mouth, sucking it. As she blew him, she swirled her tongue around the tip, stimulating him.
Ben was in pure nirvana as Helen was sucking him off. He looked down at her as he watched her fondle her breasts. It was very arousing.
He grabbed her head and started to bob it up and down.
Helen's eyes widened but she adapted and let him be a bit dominant.
This went on for several minutes until Ben moaned and released into her mouth.
Helen's cheeks bulged as his cum filled her cheeks.
Ben lied back panting and watched as Helen swallowed his semen and smirked. "Mmmm so good. But I want more of you, Benny~"
He swore at that moment, he saw her eyes have this…hungry look. She was in heat now thanks to Ben and she wanted everything he had.
He gulped as he watched her rip the clothes she had on off. And her body…holy hell.
She had a beautiful figure with hips. Her breasts were a B-Cup with dark blue nipples. She had a toned body with abs and a few scars from her adventures and missions.
She straddled Ben and slowly imped her slit with his throbbing cock. She moaned as it was stretching her. She began to bounce wildly as the two moaned.
Ben held her waist as he began to pound the hybrid woman. She moaned loudly as he hammered her.
She gritted her teeth. "Fuck me, Tennyson. Don't hold back!!"
Ben groaned. "Wasn't going to~" He thrusted deeper.
The two went on for hours in different positions.
By the end of it…Helen was worn out and lied in bed with Ben, snuggled up to him.
She muttered. "I…love you, Ben…but if you don't feel the same…"
Ben touched her cheek. "I love you too, Helen…"
The two kissed as they fell asleep.
Meanwhile…..
The pod made it back to Vilgax's ship. He retrieved it and downloaded the information to his main console.
He watched the footage. It showed Ben fighting the mechadroid. He analyzed every angle.
"This…is the key to defeating Tennyson. Soon he will feel my wrath and I will claim the Omnitrix after all these years." He smirked to himself.
The cloaked figure watched and couldn't help but notice the obsession with the hero. It seemed to be the warlord's weakness. This was something she would keep in her mind.
And soon…it would definitely become useful.
Authors Notes
So, that's Chapter 2. I gotta say, I love how this story is coming along. We got all these pieces coming together and I have more planned for this, now that OL is near completed. Leave ideas below for what should happen next and what aliens y'all wanna see. Till next time, peace!!!
Editor Notes: Well that was…um… fun to edit. I may never look at lollipops the same again. But all in all, a good chapter. Peace out, home slices!!