A Spell on Ben

Chapter 3

"Showdown in the Navajo Village"

"Alright, it's hero time!" Ben exclaimed as she slammed down the Omnitrix.

Upchuck emerged from the green flash of the Omnitrix. "Alright, not bad." Upchuck grinned, turning his attention back to the Skinwalker. "Okay buddy, let's rumble!"

Upchuck lashed out with his tongues, picking up several objects off the street and swallowing them all whole. His stomach gave off a dim green glow. He fired an energy blast from his mouth, straight at the Skinwalker. The creature was hit head on by the attack, cloaked in smoke from the explosion.

"Alright Ben!" Max cheered.

Upchuck gave his grandfather a thumbs up. His eyes widened as he saw movement coming from the smoke. Suddenly, the smoke disappeared with a mighty beat of the Skinwalker's leathery wings. It was completely unharmed.

"Oh so you want some more, buddy?" Upchuck challenged, firing three more blasts from his mouth.

The Skinwalker seemed to fade in and out of sight, dodging all three attacks, before it suddenly appeared in front of Upchuck. The creature kicked the small alien in his side, sending him flying into one of the houses. Upchuck pulled himself out of the rubble, groaning.

"I'm gonna feel that one tomorrow…" Upchuck groaned. He started eating the rubble until his stomach had a bright green glow to it. "Take this!" Upchuck fired off several blasts, all coming from different angles towards the creature.

A few of the blasts hit their mark, but they only seemed to annoy the creature. The Skinwalker faded again, dodging the rest of the attacks. It grabbed Upchuck from behind, holding him by his head.

"Hey! Put me down!" Upchuck struggled in the creature's grip.

"Put down my grandson!" Max growled, rushing the creature.

The Skinwalker almost seemed to scoff before backhanding Max away, sending him skidding across the dirt ground.

"Grandpa!" Gwen cried out.

She began chanting a spell, gathering up energy to hurl at the Skinwalker. She fired a beam of pink energy, which collided with the Skinwalker head on, causing it to drop Upchuck. The creature crashed through several houses before recovering. It roared in anger, and then several tongues appeared from its snout. Just like Upchuck, it gathered up rubble to swallow. Its stomach gave off a dull red glow, as it fired several blasts from its mouth. Gwen cried out, but managed to put up a shield around her. The blasts exploded against her shield, causing it to flicker weakly.

"Gwen!" Upchuck cried. He still had some energy left over, and he planned to use it. Upchuck fired off a much larger blast at the unsuspecting Skinwalker. The creature was hit head on. As the smoke cleared, it actually looked like it was hurt.

The creature glared at Upchuck and Gwen with a look of malice. It growled at them, before backing away and fading from view. The Omnitrix began signaling its time out, and soon, Ben was back in human form.

Ben and Gwen both ran over to Max, who was just now sitting up.

"Grandpa, are you okay?" Ben asked, concerned for his grandfather.

"Yes Ben, I'm okay." Max nodded. "Just a little banged up is all."

Gwen gave Grandpa a tight hug before helping him up.

"That was impressive, Ben." Wes said. "You and Gwen actually managed to scare off the Skinwalker. You both have my thanks."

"It was nothing." Ben said cockily.

Gwen elbowed him in the side. "We were happy to help, Mr. Green." Gwen smiled.

"Why don't you all rest up at my place for the night?" Wes offered.

"Much appreciated." Max smiled. They all headed back to Wes' home, banged up but alive.

Max and Wes sat in the living room, watching football and discussing Plumber business. Gwen had already sensed the inner workings of her spell doing its magic. The three pre-teens had already snuck off to Kai's room. The two girls pushed Ben off the bed and began taking off his pants. They threw his pants and boxers to the side, leaving his hardening cock in plain sight. Both girls pulled their shirts off, revealing their developing breasts. Then Kai did something unexpected. She pulled Gwen towards her and pressed her mouth to the redhead's.

"Holy crap!" Ben exclaimed as he watched his cousin and childhood crush swap spit.

The two girls wrestled their tongues in each other's mouths in front of their shared lover. Gwen moaned into the kiss as Kai massaged her tender breasts with her hands. Kai smiled as she elicited moans from Gwen. After a couple of minutes, the two girls broke the kiss, turning their attention back to Ben.

"You think he's ready?" Kai asked.

"Totally." Gwen smirked.

As Kai knelt in front of Ben, taking his cock in her mouth, Gwen removed her pants and panties. Gwen pushed Ben onto his back and hovered her youthful pussy over Ben's face. Ben got the message, pulling Gwen's hips towards him so that her pussy was in reach of his mouth. Gwen groaned loudly as she felt Ben's tongue invade her snatch. She could barely focus enough to put a silencing spell on the room due to the pleasure she felt. Ben massaged her clit with his mouth, focusing all of his effort on the one spot. Kai was busy fondling his balls while bobbing her head up and down his fully-erect shaft. Ben moaned into Gwen's clit, which drove the redhead even crazier. The sexual energy between the three was growing, and soon none of them would be able to control it anymore. Ben couldn't help but buck slightly into Kai's mouth. The pleasure she was giving his cock was almost too much for the hero, but he did his best to control himself.

Ben felt Kai's moist mouth leave his cock, much to his disappointment. Suddenly he felt the entrance to her pussy press lightly against the tip of his tool. With a swift motion, Kai dropped down on him, breaching her hymen and taking her virginity. Ben and Kai moaned in unison. The vibrations from Ben's moans reverberated through Gwen's pussy, causing her to moan as well. Kai slowly shifted herself around Ben's cock, adjusting to the full feeling she felt with him inside of her. Then slowly, she began to bounce up and down on his cock, riding Ben like a mustang. Kai cried out in pleasure as Ben's cock stimulated her in ways she hadn't felt before. "Oh Ben…!" Kai moaned. Taking advantage of Kai's open mouth, Gwen locked lips with the Navajo girl, swapping spit as they were both pleasured by Ben.

Ben thrusted his cock in unison with Kai's riding. All three pre-teens were in pure ecstasy. Ben felt a familiar sensation in his cock as he neared climax. He felt his cum surge into the young Navajo's pussy. Kai moaned loudly as her climax was triggered, her pussy tightened as her whole body shuddered in pleasure. Kai removed herself from Ben, as did Gwen. The young redhead was already getting into position. She got on all fours on the bed, wiggling her rear teasingly for Ben. "Come get it hero boy." She said seductively.

Ben eagerly obliged. He got on his knees behind Gwen. He guided his cock towards her wet pussy and thrusted in hard. Gwen groaned in pleasure as Ben filled her. He gripped her supple ass cheeks as he thrust into her again and again. Gwen cried out repeatedly, pleading for more and more. Ben smacked her ass hard, enough to leave a red mark. It only turned Gwen on more. She slammed into Ben as he thrust into her, craving his cock deep inside of her. Kai sat in front of Gwen, rubbing her own pussy. She watched the two go at it like horny kids.

Gwen finally took note of Kai masturbating in front of her, and got a naughty idea. Immediately the redhead buried her face in the raven-haired girl's snatch. Immediately she put her tongue to work, licking Kai's clit in enticing rotations. Kai moaned out loudly as Gwen maintained a steady pace with her treatment on the other girl. Meanwhile, Ben was still pumping his cock into his cousin's wet pussy. Ben wasn't sure if he'd be able to hold out for much longer. Two girls at once was a whole new experience for him.

Kai put her hand on Gwen's head, pushing her as close to her pussy as physically possible. Gwen moaned into Kai's pussy, only increasing the stimulation. They all cried out in unison as they climaxed simultaneously, thanks to the effects of Gwen's spell. Gwen lapped up Kai's juices as Ben's cock filled Gwen's pussy with his seed.

The three pre-teens separated themselves from each other, laying down on the bed to recover from the experience they just endured. Kai simply gave Ben a sexy smile.

Ben knew this adventure was only going to get better and better.