A.N. Well sorry this took so long. My computer died on me, so I had to buy another one. I got a desktop, though with a great Keyboard, so I hope it helps me.

Old Friends and a New Threat.

It was a new day as Ben and approached the Elf Forest, and Nowa was bursting with excitement, the young half elf was running around in circles.

"Well, she is really excited to return home, isn't she," Luna Luna in her Sun Dancer form.

"I'm not surprised wanting to see one's family is a really a universal desire," Ben said. "After all, I'm on my way to see the last living member of my family."

"Its true, family love is one of the greatest gifts that God has given," Melpha said as she did a little prayer.

"Well, it's good to see someone so happy," Goldie said. "Having too much happiness makes things that is just right."

"Bit of a contradiction, but I under said what you mean," Ben said as they walked along the path. "Goldie, you're a ranger. Have you ever been the Elf Forest?

"No, I have not," Goldie answers her lover. "The elves really do not want to be around humans, so they have guards going around to keep humans out one way or another."

"That doesn't sound good," Melpha said.

"Are we sure that they are even going to let us in?" Ben wondered out loud.

"Well, we are with Nowa, so maybe we can get in since we were with her," Luna Luna said.

"I hope so. Nowa really wants to see her old teacher Alleyne again," Ben said.

"What about the rest of her family?" Melpha said.

"She really doesn't talk about her parents that much. I think they may have passed away or abandoned her," Ben said. "She's like me in that way."

"Do not worry too much about that," Melpha said. "You and Nowa have a new family in the many women you have chosen for your harem."

"Ben, look it's the entrance to the Elf Forest," Nowa yelled as she climbed up a signpost to get a better view. However, since she so far up and never wore any underwear, she gave everyone a perfect view of her tight butt and womanhood.

"Nowa, you need to be more careful," Melpha yelled out. "Your putting on an indecent display."

"At this point, I wonder if she even cares if any sees her ass," Goldie said.

"We do tend to be stripped in public when we fight," Luna Luna said. "Whether it's from getting into battle or performing our wifely duties, we often end up naked in the middle of the wilderness.

"Of course, we really do wear too little clothes, but I hope you find that to be just right," Goldie said as she snuggled up close to Ben.

As the party entered the woods, Nowa acted like something was wrong.

"Anything wrong," Ben asked, noticing her distress.

"We have been on this path for some time, but we haven't run into an elf ranger or any of their security wards," Nowa said concerned.

"I do not worry Nowa, if anything is wrong we will be there to help," Goldie said.

As the group continued on the path, they came across a large clearing and someone they haven't seen for quite some time.

"Gretel is that you," Ben said as he saw the candy witch. It was easy to tell that it was to see it was her. No one else wore a mini skirt and top made of candy wafers, melted chocolate, and other candies.

"Ben, what are you doing here?" Gretel asked, surprised. Honestly, she never thought that she would run into him again.

"Well, we were going to the elf city before we try to visit my cousin Gwen at the magic school Alfea.

"You're going to Alfea too," Gretel asked, surprised. "I am also heading that way to fix some buildings. It seems like some of the students destroyed much of the campus during a magic fight, and now they need me to help repair the campus."

"That's nice why don't we travel together," Ben said.

"Seek to expand your harem even more," Goldie teased. "Do you not think the harem is getting too big?

Gretel blushed at the comment. Truth be told, she wanted to see Ben again. She didn't know how it happened, but she had become quite taken with the young man since she last met. She rarely went a night without thinking about him.

"Well, I would love to travel with you," Gretel said.

"Wait, did say that the Elf city is in here?" Gretel said, surprised.

"Well, this is the way to the Elf City," Nowa said, considered.

"When I was planning to travel through this forest, I didn't hear anything about Elves. In fact, I heard that savage monsters were roaming these woods," Gretel said, shocked.

"That can't be I lived my whole life in these woods, and the elves would never allow savage monsters in this forest," Nowa said, shocked.

"Well, that's what I heard," Gretel said.

"Do not worry, Nowa," Melpha said. "If these woods are troubled by evil, then I'm sure that we can cleans them of it."

"Thanks, Melpha," Nowa said.

However, as they said that a loud crashing came through the woods, everyone turned to see what was coming. What crashed through the woods was what seemed to be a pack of giant boars that stood ten feet at the shoulder with large metal teeth that looked like a bear trap and tucks.

"What are these things?" Goldie yelled out, shocked. "I've never heard of a monster like this when I was a ranger!"

"I get the feeling that Dr. Animo keeps corrupting nature to create new monstrosities," Ben said.

"There seem to be three of these monsters," Luna Luna said, shifting to her moon dancer form. "I hope the meat tastes good."

The pack of Boars started to get wild and ate everything around them. Trees, large rocks, and forest undergrowth were devoured thanks to their monstrous teeth. The pack soon spotted Ben's group, and it was clear that they wanted fresh meat.

"I better change into something better suited for boar hunting," Ben said as he activated his Omnitrix to begin his transformation. In a flash of green light, his body grew and changed, his skin turned green, and his hair turned jet black. Metal towers like growths grew out of his back. Ben looked like some kind of ogre with a more human-like face.

"Just call me Benvicktor," Ben said as he channeled electricity through his body to shoot out lighting to the lead boar.

Unfortunately, this caused the pack of giant boars to run wild and grew even angry and panicked and started to run around wildly. One of the boars charged at Nowa. Thankfully the young half elf was able to use her agility to jump up on to her back. Unfortunately, the boar kept on rampaging through the woods.

"Don't worry about me. I have this," Nowa said.

"What should we do, Ben?" Goldie asked.

"I trust that Nowa can handle one boar no matter how big it is," Ben said. "But let's finish these things off quickly," Ben then grabbed on to one of the boars and channeled enough electricity through his body to fry the other sized pig.

One of the boars charged to Luna Luna. The jungle queen extended her tentacle arms, each holding a different weapon, and went on the attack. Despite her dance like movements, the giant boar was able to block all of her attacks with its tusks. Luna Luna tried to break through its defense by putting all of her force into one ax blow. The tentacle with the ax head grew larger, and she swung it with all of her strength; however, the beast was still able to block it with his tusks. The beast then threw the jungle queen away and crashing into a tree, the monster then charged forward to crush Luna Luna.

Gretel thinking quickly used her magic to spread stick caramel and other sticky candy across the ground. When the Boar ran over it, he slipped and fell to the ground. Sizing the opportunity, both Luna Luna and Gretel went on the attack. Gretel summoned a large lollipop to use as a giant mace and crushed the beasts head, and Luna Luna thrust out all of her tentacle weapons into the boar's soft belly.

"Well, that seems to take all of the ones here," Melpha said. "I am sorry that I wasn't able to be of more help."

"Don't worry. After all, we still have to catch up with Nowa," Ben said.

"Then let's get going," Melpha said.

"I'm afraid that you intruders are not going anywhere," said a mysterious voice. When the group looked up, they saw an elf warrior dressed in green leggings, bikini armor, and a red cape and hat.

"Alleyne, is that you?" Melpha said, amazed.

"Yes, I am. And I'm afraid that I must do my duty and remove you by force," Alleyne said menacingly.

"Wait were the good guys," Ben said in their defense.

"You are clearly a monster of the Swamp Witch," Alleyne said sternly. "And all those who serve the Swamp Witch or Queen Claudette shall not be welcome in this forest. I do not know how you managed to enslave the woman with you, but it is none of my concern."

"Why do my aliens have to look so monstrous," Ben thought to himself as Aleeyne got ready to attack.

Fade out

Back at Alfea, we find Gwen, Raven, and Stella reading through books in the restricted section.

"Remind me why we are we even doing here?" Raven asked. "It's called the restricted section because these spells can be dangerous to cast. How did we even get in here?"

"Gwen was able to convince the teachers to let us study in here for a signal day," Stella said.

"How did you manage that?" Raven said, impressed.

"Oh, you would be surprised how much the teachers trust me after all the good grades and extracurricular activities I've been doing," Gwen said, feeling proud of herself.

"That's nice, but it still doesn't explain why we are here," Raven said in her usual emotionless tone.

"Ever since I lost that magic battle a while back, I have learned that my battle skills are a bit poor," Gwen said, thinking back to her defeat. "I convinced the teachers that I could be trusted to study one spell to sharpen up my game."

"I see, we are just here to so you can get a power up," Raven said.

"Well, what are friends for?" Stella said. "Oh, I think I've found a good one."

"Really," Gwen said, surprised that they were able to find such a spell so soon.

"It's true," Stella said. "This spell says that it gives the target increased speed, strength, and battle prowess."

"This sounds too good to be true," Raven said. "Are you sure it's safe to cast?"

"Don't worry about it. Now help me draw the magic circle," Stella said as she started to make the preparations for the spell.

Soon the young witches had drawn an intricate pattern magical circle with large serval candles around it.

"Now sit in the middle of the circle and let me just cast this spell," Stella said.

"Are you sure you want to do this, Gwen?" Raven asked. "We really don't know much about this spell."

"Its fine, Raven," Gwen said. "While my grades are good, I seem to keep falling behind in the practical applications of magic. So this is a good way of making up for that area."

"Fighting is not the only practical area of magic; in fact, magic users who constantly use their powers for fighting is one of the reasons we have such a bad reputation. You could go into potion making, fortune telling, or alchemy," Raven said, trying to talk her out of this.

"Trust me. I really need to do this," Gwen said.

"Why do you even need to fight anyway?" Raven continued.

"It's because Charmcaster keeps infuriating her," Stella chimed in. "Gwen wants to be able to put that little witch in her place, but as things stand, Gwen would be stripped of her clothes and hung out to dry in front of the entire student body."

"Stella, you didn't have to put it like that," Gwen yelled out, embarrassed.

"Anyway, let's get the spell underway," Stella said.

"Very well," Gwen said as she started to take off her clothes.

"You keep looking better and better," Stella said as she stared at Gwen's full breasts, slim waist, and bubble butt. "Have you been taking some magical beauty treatments?"

"Never mind about that!" Gwen yelled. "Lets just cast the spell. Also, why do I have to be naked for you to cast the spell?"

"It clearly says that the magical energies need to be absorbed through the skin. So in order to get the full effects," Stella says.

"Okay, let's get this over with. I have waited long enough for this power up," Gwen said as she sat down in the middle of the circle with her legs spread wide, not caring that the other two young mages could see her young pussy. Both Raven and Stella found themselves looking up and down Gwen's sexy body.

'I want to lick her body all over," Raven thought to herself.

'Mmmm, maybe I can convince Gwen to do me a few favors after I cast his spell. It's hard being a young mage with no boys around, but I can still play around with women all I want,' Stella thought to herself.

"Focus you two," Gwen yelled when she realized they were checking her out.

"Okay, I'll start the spell now," Stella said as she started to chant. As Stella began to chant in a language that hasn't been spoken on two hundred years to cast a spell that hasn't been invoked in nearly six hundred years, the circle started to shine with multi-colored lights. Soon strange mist began to rise up and swirl around Gwen. The mist then started swirl around Gwen as the young witch absorbed it into her body.

The spell was soon finished, and Gwen had absorbed all the magic into herself.

"So, Gwen, how do you feel? Can you feel stronger?" Stella asked, wanting to know how it worked.

Gwen merely held up her hands and shot out a shock wave of magical energy, knocking both Stella and Raven back. Gwen then used her magic to levitate in the air before she blasted a hole in the wall and flew outside still as naked as the day she was born.

"What happened. "Did Gwen turn evil. Was this her plan all along to get a power up and try to take over the world," Stella asked herself as she got up, not believing this turn of events.

"Gwen's too smart to just go through with such a cliche plan from a children's story," Raven said as she got up. "Can I see that spell you cast."

Stella then handed over the spellbook and let Raven read it. Raven quickly scanned the page and saw that the description of the effect ended at the bottom. Turning the page, the young half demon saw that there was more to the spell than what Stella bothered to read.

"Stella, this says that there are some serious side effects to this spell," Raven said in her usual deadpan tone of voice.

"Really, what?"

"The Spell inflicts a berserker like rage upon the target. It seems like it should only be cast when you're surrounded by enemies. Right now, Gwen is surely attacking everything she sees," Raven said.

"That's not good," Stella said.

"You realize this is your fault for not bothering to read the spell," Raven said.

"How was I supposed to know that they had a spell had a downside like that?" Stella said in her defense.

"This is the restricted section. Did you assume that everything was safe to cast," Raven asked rhetorically, she knew that Stella was a bit of an airhead. "We should stop her before she hurts someone. It does say that if she's beaten, the spell will be broken."

"Then let's get to it. Maybe the teachers will go easy on us if we handle this," Stella said as she flew out the hole with Raven following behind her.

When they got outside, they saw that Gwen had wasted no time in wreaking havoc on the campus. Gwen had already destroyed many of the gardens and grounds of the school. The students were already fleeing as Gwen tossed around magical exploding balls of energy.

"This is unbelievable," Stella said as she looked over the devastation. "This is a school for people who want to learn magic, why is one girl sending dozens of them running?"

"You said it yourself. They're here to learn how to perform magic, not fight with it," Raven said. "Not to mention that not every girl is a warrior."

"Well, we still have to stop her," Stella said as she charged up a spell. She then fired off a few balls of light that looked like mini suns, at Gwen.

Gwen saw the attack coming and threw up a magical shield to block the attack. Gwen then jumped up and flew to face the two witches. She immediately started to fly all over the place circling around them, go under them, or flying over them. Her movements were quick and shrape, able to accelerate and stop moving on a dime. However, her large breasts kept jiggling, no matter if she was moving or stopping.

"What's she doing?" Stella wondered.

"She's trying to confuse us and make us take our eyes off her. That way, she can catch us by surprise," Raven explained. "Don't worry; I'll take care of this. Azarath Mertion Zinthos."

Rubble from the groud rose up and floated in the air, limiting Gwen's movements. When Gwen stopped moving for a second to figure out how to navigate the floating rubble, Raven moved her arms, causing the wreckage to crash into Gwen and encase her in the rubble. Raven then conquered darkness in her hands and fired it off a wave of darkness, sending the Gwen, still encased in the ruble, crashing to the ground.

"Good work Raven. I didn't think you could create such a powerful blast of darkness," Stella said.

"I usually try not to tear the clothes from my classmates during my duals. But since Gwen is already naked, I see no reason to hold back," Raven said.

While they were talking, an explosion of magic energy equipped from Gwen freeing her. Both witches looked down at the blast crater, where Gwen stood naked in the center of it, looking as if she hadn't broken a sweat.

"Is it wrong if I think she looks hot," Stella said, licking her lips as she took in the sight of Gwen's beauty.

"It's not the time. However, she does look pretty hot," Raven said. "However, I think we better continue fighting."

"Good Idea. Let's see how Gwen handles this spell," Stella said as she charged up her strongest spell. Stella glowed with a strong magic light.

"I'll do the same," Raven said as she spoke her spell and was covered in dark energy. The dark energy expanded and formed six tentacles of darkness.

Stella shot forth a shockwave of light that headed straight for Gwen, and Raven's dark tentacles sprang forth and tried to envelop Gwen. Gwen hover wrapped herself in her magical aura. The Aura looked stronger and thicker than usual. Gwen then shot forth cutting though both spells like a drill until she was right in front of Stella and Raven.

The two young mages froze in surprise, allowing Gwen to hit both of them with a strong blast of magical energy that pushed both of them back and shredded all their clothes.

Gwen then conquered ropes made of magical energy and bound both Raven and Stella in them. She made sure that the rope would dig into their pussys and butts. All in all, it was quite the erotic bondage display was she levitated them in the air.

Gwen raised her hands to finish off the two of them until she heard someone coming up behind her.

"Well, this seems to be a little too much mass destruction and chaos for the 3rd period," Professor Nyx said as she came upon the battlefield. Nyx already had her living tentacle staff Funikura at the ready.

"My, you certainly have a crazed look in your eyes, Gwen. And it seems like you're rampaging throughout the school grounds without any clothes on. Trying to save time by removing your clothes," Nyx said as she saw the madness in Gwen's eyes and bloodthirsty look on her face.

"Die," Gwen yelled as she launched numerous magic obs at her new enemy.

Nyx used Furikura to shot out an inferno worth of flames and incinerated the oncoming attack. "My magic flames can even burn magic," Nyx boosted. "Since your not listening to reason, why don't I try a different tactic." Nyx then summoned forth an enormous tornado of flame and sent it to attack Gwen.

Gwen was engulfed by the flames but managed to break free by causing a large shock wave to blow the blaze away, the heat of the flames managed to burn Gwen causing her nude skin to take on a shade red. Gwen also found herself sweating a lot from all the fighting and the heat of the flame, giving her a primal beauty as she continued to fight.

Gwen quickly looked around since she had lost sight of Nyx. When Gwen spotted her off in the distance, Gwen used her magic to change at her. Gwen used magic to form energy claws around her hands to attack. She quickly closed the space between them and before Nyx had a chance to move. Gwen slashed across Nyx's body. However, Nyx's body simply faded away like embers revealing that Gwen attacked an illusion. Seeing that Gwen was thrown off balance by the deception, Nyx Dropped her spell that kept her hidden. Nyx then fired off a bunch of flaming orbs that exploded all around Gwen knocking to ground. Fujikura uses its tentacles to bind Gwen. Fujikura then pumped it's creamy milk like cream substance all over Gwen and even inside her mouth.

All the battle damage, as well as Funikura cream, managed to bring Gwen out of her battle rage.

"Errrgg, my head," Gwen said as she started to come around. "Stella, what did that spell do to me?"

As Gwen looked around, she saw the complete devastation around the battle and grew conceded. "Why do I have a feeling that I am in trouble," Gwen said.

"Oh, you are in trouble," Nyx said. "But it looks like there is enough blame to go around," Nyx said as she looked over to the naked bodies of Stella and Raven.

"This wasn't my idea," Raven said as she stood up, showing off her naked body.

"Way to throw me under the wagon, Raven," Stella said as she got up. She dusted herself off, giving extra attention to her breasts and ass.

"In any case, all of you are going to the headmistress office this instant and explain to her exactly what happened here," Nyx said, scolded them.

"Can we get our clothes on first?" Raven asked.

"No, you girls can just walk there naked as the day you were born. Or do you need Funikura to help motivate you," Nyx said, pointing Funikura at them? The girls needed no further motivation and walked in shame to the headmistress office. Since everyone but Nyx was naked, the other school girls came out and gaze upon the three of them with lust and curiosity in her eyes. A few even were brave enough to do a few catcalls at the three of them. The girls just couldn't help themselves Gwen, Stella, and Raven were admired for not only their strength but their beauty as well by the female students, and they couldn't help but treat themselves to this rare look.

Back in the lair of the Swamp Witch.

Deep in the lair, we find the young Aldra sitting in the Swamp Witch's large and luxurious bath, or small pool by the size of it. The bath took up most of the large and spacious room, easily able to fit thirty people in it. The bath itself went up to her waist with an even deeper area at the end. The entire place was decorated with pure white marble and had large stone columns coming up from the bath.

"This feels so good," Aldra said as she soaked in the bath. She slowly rubbed her loli body with flower scented soap. "How would have thought something like this would be in the Swampland."

"Why wouldn't something like this be in the Swamplands," Werbellia the Swamp Witch said as she entered the bath as nude as the day she was born except for her spider like crotch piece and tail.

"Well, it's just that I pictured the lair of the Swamp Witch to be full of torture equipment and other horrible things. "But this is one of the most luxurious baths I have ever seen. Even during my time as Queen of the continent," Aldra said as she found her eye's glued to Werbellia's bare body.

'She's so beautiful, Aldra thought to herself. 'I just want her to hug me and never let me go. What am I thinking? I am a powerful warrior and queen, not some little girl striving for the love of her mother. Wait, mother, she's not my mother!'

"Well, I do enjoy torturing people. I also love to pamper myself," Werbellia, as she sexily walked closer to the young half demon to entice her further. "Do you like to pampered?"

"I never really had the chance to really enjoy being spoiled by my servants. Though I did play around with my assassins to test their loyalty," Aldra said as she remembered her time as queen.

"Really, why did you never take the time to enjoy yourself?" Werbellia asked as she entered to water and pulled Aldra close to her. Werbellia made sure that her large breasts were pressed into the young girl's back.

"I was also so focused on trying to find my sister that I never really had the time or was in the mood," Aldra said as her face was pressed into the Swamp Witches ample bosoms.

"That's so sad," Warbellia said. "I'll just wash you."

"Wait, you can't just show such favoritism to the new girl no matter who she is," Koko said as she ran into the bath naked.

"I'm sorry, mistress," Airi the wraith said as she teleported into the large bath still in her maid outfit.

"Oh, what am I supposed to do with all of you. I guess I should just bathe the both of you. And you Airi are going to help me," Warbellia said as she set Aldra down and motioned for Koko to sit next to her. Warbellia and Airi then poured flower scented soap over their bodies and began to rub it into the young girl's backs.

'This feels so nice,' Aldra thought as Warvellia's and Airi's soft breasts pressed into her back. 'Why do I feel so at peace.'

"Oh, you two now lay down and let me wash your front," Warbellia commanded. Koko gladly laid down, looking forward to being pampered and Aldra being more shy about it.

Warbellia started with Koko as she laid down on top of the young vampire and slowly rubbed their bodies against each other. Throughout the washing, Warbellia would sometimes plant quick kisses on Koko's body.

Aldra watched to sensual act and grew increasingly jealous. 'Why does she do that to such an unworthy girl. Why not me? Why do I even care?' Aldra thought to herself.

"Now I want the both of you to return the favor," Warbellia said as she sat both of them down onto her knees and hugged them close to her large breasts.

Aldra wondered what she was supposed to do until she looked over at Koko and saw that she was suckling on Warbellia's nipples like a baby would its mother. For reasons unknown to even herself, Aldra took one of Warbellia's cherry red nipples into her mouth and started to suck.

'Why am I doing this, and what is this feeling that is welling up in me? Aldra thought to herself as she started to rub her pussy along the Swamp Witch's leg. 'It feels different than the burning lust that I got when I played with the guards. It's warm and soft, like the times I would sleep next to my sister. But she was family.'

Then something clicked in Aldra's mind and she understood why so had been acting the way she has as she continued to suck on Warbellia's breasts. 'Is this what a mother's love feels like? I never knew my mother. Am I forming a mother daughter bond with the Swamp Witch?' Aldra then looked up on Warbellia's gorgeous face and started to feel like there were butterflies in her stomach. 'I guess I can think of the Swamp Witch like my mother. She is helping me find my sister after all,' Aldra thought to herself as she started to fantasize about what life would be like with not only her sister by her side but with Warbellia too as part of her family.

Back in the Royal Castle in the throne room of Queen Claudette

"So tell me again what happened?" Ymir asked in surprise at the warrior's tale.

"I told you just as we tracked down the criminals," Elina explained. "However, we were attacked by some strange demons and had to call off the mission."

"I would like to add that they did rescue us," Mirim said while blushing. Mirim had found herself blushing whenever she thought about her last mission, where she made sweet love to the man who she was sent to arrest.

"That is beside the point," Imu said. "It's clear that this group is not only powerful but a real wild card as it were."

"Please explain," Queen Claudette asked.

"At the moment, the group just wanders around going on adventures while trying to do some good," Imu said. "However, the group is much too strong, and most of them are hopelessly in love with their leader Ben, who has the power to turn into monsters. Groups like this will soon grow corrupted and seek to take over the kingdom in the name of justice."

"Don't you think that a little harsh," Alicia the shadow mage said. "There are many small time adventures that don't try to take over the kingdom; in fact, I think he's kind of cute."

"And he really is heroic. He could have left us to die since we did try to arrest him. Instead, he came back to rescue us," Pyrrha said. "I can see why he has so many lovers. In fact, I wouldn't be surprised if a few powerful women from the army develops a crush on him too."

Mirim blushed at the comment. 'I hope they don't ask me what I think. No one can know about how I made love to Ben," Mirim thought to herself.

"No, I think Imu has a point," Ymir said. "Groups that care so much about justice don't appreciate the hard decisions that must be made. In fact, justice is often used to start a rebellion."

"In any event, this group has too much power to be left alone," Queen Claudette said. "Is there another one of my warriors close to him?"

"Actually, yes," Ymir said. "Thanks to some reports, we believe that Ben and his group are in the Elf Forrest, and one of my enhanced warriors is their right now. I have already sent new orders to her to be on the lookout."

"Good, I may have to send others after them as well," Queen Claudette said.

Back in the Elf Forest.

Nowa was still fighting against the giant boar. Using her speed and agility, she was able to evade all the powerful monsters attacks. As the boar charged forward, trying to eat the young half elf in one massive bite. However, Nowa was able to jump up to avoid the attack. She landed on the beasts head and used her bo staff to land a string of hits on the monsters head.

The beast crowded and shook his head to throw Nowa off of him. Nowa was able to land on her feet, but she saw that she was in trouble. "It seems like I keep running into more and more foes with a huge power gab. I wish I was more of a power type fighter instead of a speed and technique fighter. Well, at least Cattleya was able to give me some toys to overcome that problem," Nowa said as she took out a firebomb. The boar started to charge, trying to eat Nowa again. Nowa threw the firebomb into the beasts gaping mouth. The bomb exploded deep within the creature, causing flames to exput out of its mouth, ears, and even its eyes, killing it instantly.

"Well, that takes care of that. I better hook back up with Ben and the others," Nowa said as she took to the trees and raced back to where she left Ben.

Back with Ben, he was still engaged in combat with Alleyne. Alleyne was attacking the group without even bothering to hear their reasons for being there. Alleyne had centuries of fighting experience and training, so her speed, power, and technique were nearly perfect, but Ben and his party still fought on.

Luna Luna, in her moon dancer form, charged at the elf with all of her tentacles failing all over so that Alleyne wouldn't be able to tell where her next attack came from. However, Alleyne bearly had to move her staff to block every attack, and she was also able to deal a strong body blow to Luna Luna just by a flick of her wrist. The blow sent Luna Luna flying into a tree.

"Don't worry Luna, I will heal you," Melpha said as she got into the healing position, that is to say, she held her staff behind her and ran her large butt along it sort of like a striper to generate holy power. Ben would have watched, but he was too busy fighting against the extremely skilled and dangerous Alleyne.

"I'll give you cover," Gretel said as she used her magic to form a candy shield that she hoped would protect them.

Ben was still in his Benvicktor from, and he shot off multiple lighting blots at Alleyne in hopes of knocking her out. Unfortunately for him, Alleyne was quickly able to evade the lighting strings while running towards Ben. Once Alleyne got in close enough to deliver a powerful strike right across Ben's jaw with her bo staff knocking him to the ground despite his larger size.

Goldie hoped to take Alleyne by surprise by swinging the long fail attacked to her giant ax. However, Alleyne was able to use her staff to block it. But the ball and chain did wrap around her ax.

Capitalizing on the opportunity, Goldie swung her ax in order to either take away Alleyne's weapon or better yet throw Alleyne against a tree. Alleyne didn't let go of her bo staff and was thrown across the forest floor. However, she landed on her feet and using her momentum to pull Goldie along with her and throw the forest ranger to the ground.

This is taking too long," Alleyne said. "Time to finish this." Alleyne spun her bo staff around her head. As she continued to spin her weapon around, a strong tornado formed around her, and soon Ben and his party were swept up in its strong winds. The wind was so strong that as they were being tossed around, their clothes were torn from their bodies, leaving everyone naked before they were slammed against the forest trees.

Alleyne looked around and saw that everyone was down after her last assault. "Now, what should I do with you?" Alleyne questioned herself.

"Teacher, teacher," came the excited and overly cheerful voice of Nowa. "Oh, how I missed you." Nowa immediately ran over and hugged Alleyne.

Alleyne was too surprised to move when she saw her former student. "Nowa, what are you doing here," Alleyne said despite Nowa hugging so hard so found it hard to breathe.

"Well, I found some new friends, and I wanted you to meet themmmm," Nowa said as she looked around and saw that her new friends were lying on the ground naked and beaten.

"Aaa what happened to them," Nowa screamed out.

"So these are your friends," Alleyne said timidly. "I thought that they worked for the Swamp Witch, and I am the forest guardian. By the way, when did you become friends with a monster?"

"Theere is aa storry behind that," Ben groaned in pain as he got up. Before he could explain, he heard the telltale sound of his Omnitrix beeping sounding that he was about to turn back to normal. In a flash of green light, Benvicktor turned back into regular old Ben, however this time, he was completely naked since his clothes got shredded in the tornado.

Both Alleyne and Nowa were surprised to get the unexpected sight of a handsome and fit naked man right in front of them. Nowa was completely captivated by her lover's body, and even Alleyne found her heart beating fast, and she started to lick her lips.

"Well, this is a first," Ben said as he stood there naked. "Usually, I keep my clothes in these fights. I guess this is what you beautiful warriors go though in your matches. Well, we should gather everyone and get caught up. I hope your village will let us stay for a while, even if we are human.

"That won't be as big an issue as you might think," Alleyne said, dishearted. "But your right lets me help you back to my house."

After everyone repaired their clothes and got their healing, they made their way to the elf village. Unfortunately for Nowa, a terrible surprise was waiting for them.

When they got to the elf village, they were meet with a horrible sight. Throughout the village was what looked like horrifying stone statues of elves that seemed to have looks of pure terror on them.

"What is this, and where are all the elves?" Nowa said, worried about the state of the village where she grew up.

"It was the Swamp Witch," Alleyne said bitterly. After the Queen's Blade tournament, the Swamp Witch came and unleashed a terrible curse that turned everyone to stone."

"That's horrible," Nowa said with tears running down her eyes. "But your okay, aren't you," Nowa asked with a little bit of hope in her voice."

"Not really. Even though I was too strong to be affected by the stone curse, the Swamp Witch used another curse on me," Alleyne said bitterly.

"What curse," everyone asked.

"I am now bonded to the Elf Forrest and can never leave," Alleyne said.

"That's horrible. Wait, maybe we can break it, just like we did with Cattleya's curse," Nowa said excitedly.

"Wait. How?" Alleyne asked.

"Well, Gretel over there is a powerful witch who helped us break one of the Swamp Witches curses, and now that we have a holy priest here, our chances will be even better," Nowa said happily.

"As I recall, the curse was not so much broken as much as it was weakened, with some unexpected side effects," Ben said as he recalled how Cattleya became his slave.

"I have to go with Ben on this one," Gretel said. "I know a spell that using both a great hero, the blessing of a holy priest, and some other things we have to break Alleyne's curse. However, the Swamp Witch is still so powerful, and it may just weaken with some strange side effects.

"What kind of side effects?" Alleyne wondered, thinking that anything was better than being bound and trapped in an empty forest.

"Well, the most likely effect is that you and Ben will fall in love with each other," Gretel said with a bit of envy in her voice.

Ben, Alleyne, and Nowa blushed at the comment.

"I need a moment to think about it by myself for a while," Alleyne said as she went off deep into the village.

"I'll join you," Nowa said as she went after her teacher.

Both Nowa and Alleyne were sitting in Alleyne's large treehouse, talking about what it has been like ever since they parted.

"And that is some of the things that Dogura did to train me to please the man he would sell me to.. "Thankfully, Ben saved me, and now I get to use all the skills I've learned to please Ben. So I guess it all worked out in the end," Nowa said the last part happily.

"Oh, Nowa. I'm so sorry you had to go through that," Alleyne said as she pulled Alleyne into a sincere hug. "I know what's it's like to be held captive like a slave. In my youth, I was held prisoner in an ogre camp for months."

"So have you thought about be going through the ritual that will break your curse?" Nowa asked

"It might break my curse or just weaken it," Alleyne said. "And I will most likely fall in love with Ben."

"Is that such a bad thing?" Nowa asked.

"I really don't know. I had never fallen in love before. My duty was always more important and, of course, training you," Alleyne said sweetly as she pated Nowa's head.

"Hey, I just thought of something," Nowa said with a stunned look on her face. "If the spell makes you and Ben fall in love with each other, won't that make us sister wives or something. We will technology be married to each other since we both will be married to Ben." Nowa said the last part while grinning and making Alleyne blush harder than she had ever blushed before.

"Marry you. I don't. Well. Errr. The thought had never crossed my mi aaaa," Alleyne stammered before she fell down. As she fell, her skirt rode up and exposed her bare womanhood to her former student.

'She looks so beautiful,' Nowa thought to herself as her eyes were glued to her teachers pussy. 'I never thought about it much before, but Alleyne's so beautiful and always treated me with so much love, though it was a form of tough love. What would it be like to be married to a teacher?' Nowa thought to herself as visions of them making love to each other filled her mind.

"What we can't do that. It wouldn't be proper. Sure I was willing to spend my life with you after the Queen's Blade but not like that," Alleyne said as she continued to stammer.

"You wanted to spend your life with me!" Nowa said excitedly. "I'm so happy." Nowa then partially tackled Alleyne as she gave her a big hug and buried her head in Alleyne's breasts.

Before Alleyne could say anything, one of her alarms went off.

"Someone's trying to invade the forest," Alleyne said. "I have to take care of this."

"I'll go with you," Nowa said excitedly. "It will just be like old times. Hay, we should bring Ben along. He will be a big help, and it will help you get to know each other."

"Fine, let's just go," Alleyne said.

Soon Alleyne and Nowa were joined by Ben and Gretel.

"Remind me why we are heading into battle with only some of our party?" Ben asked.

"There wasn't enough time to look for all of them," Alleyne said. "Besides, it's not like we need to go out on every threat."

Soon they reached the source of the alarm. It was a lone female that was wondering though the woods. The woman wore a chest plate that hugged her average-sized breasts did cover all of her body and exposed her mid-drift. She had great armed leg scouting and arm guards. She was armed with an oversized hammer that was nearly as large as she was, and it had strange crystals all over it. One of her most noticeable aspects was her long twin tail hairstyle.

"Halt intruder, this is the Elf Forrest, and you do not have permission to be here," Alleyne yelled out the stranger.

"How rude I am the Warrior of Justice Kanetsugu Naoe. But you may call me Naoe. I am here looking for criminals that have fled into these woods. Have you or your group seen them?" she yelled out.

"The queen's law doesn't reach here. Only I decide who stays or goes," Alleyne yelled back.

"Listen, just be on the lookout for a young man with a strange object on his wrist who looks sort of like that man over there," Naoe said, pointing at Ben. "He seems to be in the company of serval warrior women included a young half elf, just like that one over there."

Long pause.

"Wait a minute," Naoe said, coming to a realization and got out the wanted posters. "It's you. You're the one I was sent to capture."

"Um, its a misunderstanding. Could we just talk things over?" Ben said, not wanting to get into another fight with the Queen's Army.

"You can talk to my hammer," Naoe said as she got ready for battle. However, before she engages, large walls of gingerbread rose up around her.

"I think its best if we just leave her here for a while while we go somewhere else," Grettle said.

"Absolutely not," Alleyne said sternly.

"Alleyne's right. Our job is not to trap intruders. It's to get them out of the forest," Nowa said.

"Okay, we will just find another way to deal with her. Since she's is traped, it should be easy. She is trapped, right? Gingerbread doesn't seem like the best thing to use to capture someone," Ben said.

"Oh, don't worry. My magic gingerbread is stronger than steel," Gretel said, however, as she said that crashing sound came from behind the wall, and they all saw Naoe burst through the gingerbread wall.

"Nice try, but thanks to Ymir's Vibration Hammer, I can literally destroy anything I can hit," Naoe said before she charged that Ben and co. In her first attack, she jumped up to where the group was standing and swung her hammer.

The group was able to jump out of the way before the attack could connect. However, Naoe was able to hit the tree, they were standing on, and when the attack hit the large tree shattered into splinters.

"That's impressive power," Gretel said. "We better try to fight her at a distance."

"I'll see what aliens I can use," Ben said as he looked through the Omnitrix list. However, before he could choose one, Naoe slammed her hammer on the ground, causing a mini earthquake. The sudden shaking made Ben lose his footing and activating his Omnitrix.

In a flash of green light, Ben changed into one of his aliens. But for this transformation, he grew smaller, much smaller. His skin also turned green. When it was done, he had assumed the form of Upchuck.

"Well, it could have been worse. At least this one could be used in a long-range," Ben said.

"What are you even supposed to be? Some kind of little frogman?" Naoe asked.

"You can call me Upchuck," Ben said as he opened his large mouth and with some tentacle like tongues and ate some of the rocks. He then spat out a small glob of green slime. When the slime hit the group in front of her, it exploded and knocked Naoe down to the ground. It also destroyed her breastplate and exposed her breasts.

"You will pay for striping on of the Queen's warriors," Naoe said as she got up. As she did, both Alleyne and Nowa charged at her and used their bo staffs to land serval hits on the warrior.

Alleyne's and Nowa's teamwork was incredible, moving in perfect sync with each other as they attacked and evaded Naoe's massive hammer attacks. However, Naoe was able to get a swing in that Alleyne wasn't able to dodge. She tried to block with her master class bo staff. However, as soon as the hammer made contact with the weapon, it snapped in two, and Naoe was able to land a blow so fierce that it sent Alleyne crashing into a large tree and wrecked her clothes leaving her naked and defeated.

"What is with that hammer?" Alleyne said as she laid on the ground. "That attack shouldn't have been that powerful.

"This hammer is enchanted to the vibration magic technology. The vibrations break down the natural resistance of whatever I hit and deliver my blows at my maximum power. Now I think I will finish you off," Alleyne said as she raised her hammer high.

"Not so fast," Ben said as he jumped in front of Alleyne to protect her. Ben then spat out another blast of explosive slime that hit Naoe right in the chest, knocking her several feet away.

"It's going to take more than that to beat me. Aaa stop that annoying attack," Naoe said as Gretel kept shooting balls made of hard candy at her.

"There is nothing you can do to stop me," Naoe yelled out. However, a large crashing sound echoed through the forest like something was crushing the forest trees as moved. What emerged from the forest was a large metal ball. The ball stopped in front of them and uncurled itself into what looked like a metal armadillo as large as a house.

"What is that?" everyone asked each other. As no answers were forthcoming, they all waited to see what it would do.

Serval large ports on the metal beast opened to reveal mini cannons that started to fire off a barrage of fireballs.

Gretel raised a wall of candy so Ben and his party could take cover from the onslaught.

"What is that thing?" Gretel asked.

"Is it one of those alien machines that after you?" Nowa said.

"It looks a little different," Ben said. "But it's definitely a hostel and needs to be taken out."

"Well, good luck with that," Naoe said. "I should report this to the queen right now." And with that, Naoe beat a hasty retreat.

"Some people," Gretel said.

"Actually informing your leader about a new threat is a reasonable plan," Alleyne said as she held her said in pain.

"Well, you better just stay here and let us deal with this," Ben said. "I think this form will be quite useful in fighting whatever that is." Then Ben still as Upchuck ran out to fight the monster.

The Armadillo like monster continued to fire off fireballs to attack. However, Upchuck was faster and more agile than you would think and was able to avoid all the attacks. As Upchuck ran around, he kept on eating things around him, and once he ate enough, he spat out a large ball of exploding slime. Upchuck's attack was strong enough to blast the metal monster back a few feet and create large cracks in its metal body.

"Well, this thing can take a lot of punishment. I better prepare another attack like that," Ben said to himself. However, before he could do anything, the Omnitrix started beeping. Before he could do anything else, he changed back from his alien form to his powerless human form.

"Of all the times that this could happen," Ben said to himself as the metal armadillo took aim at him.

"Dragon Tail," came a cry. Racing across the battlefield like a comet, a mysterious warrior seemed to fly straight through the Armadillo, leaving a huge hole in it before it fell into a pile of scrap metal.

"Um, thank you. May I ask who saved me?" Ben asked as he looked on the one who saved him. Ben saw that it was another beautiful warrior. She was dressed in simple long pants, and a bikini top, she wore a mask that covered the lower part of her face. However, Ben saw that she was a blonde, and Ben was sure that he had seen her shield and sword somewhere before.

"You may call me the Phantom Warrior," she said. "I've heard quite a bit about you, Ben."

"Really?" Ben said, impressed.

"Oh yes, you have been making a big splash around the continent. However, you should be careful there are plans in motion from people in power that not even your aware of," the Phantom Warrior said before she ran off.

"Well, that was something. But I think we better go rest up now," Ben said as he gathered his battle weary comrades.

A whole latter back in the village.

"So you're really going through with the ritual?" Nowa asked Alleyne.

"Yes, Nowa. After all, the Swamp Queen cursed me so I couldn't interfere with her plans. So for the greater good, I should find a way to get back into the action," Alleyne said. "And if that means that I will have to fall in love with a human, so be it. And who knows he may help me guard this forest."

"I'm happy to hear that. But if you do fall in love with Ben, what does that make us?" Nowa asked.

"We will deal with that when we come to it," Alleyne said. "However, I want you to know that I considered you to be the closes thing to a daughter I have never had.

"I can't tell you how happy that makes me," Nowa said with a giant smile. "You were the closest thing to a mother that I ever had. And if we happen to become married to the same man, I couldn't be happier."

They both walked into the tent, where Gretel had set up the magic circle. Ben was already sitting in it naked as the day he was born. Melpha was also there with them.

"Good your here," Gretel said. "Okay, now both of you strip out of your clothes and take your places in the circle."

"Do we have to be naked?" Alleyne asked.

It's the best way for the spell to be successful," Gretel said.

"And I am ready to help out too," Melpha said.

"Very well," Alleyne said as she stripped out of her clothes and sat down in the middle of the circle. You know I think your the only man in a thousand years that I have allowed to see me naked."

"Well, I am grateful. You're beautiful," Ben said, not knowing what else to say. It was true though, Alleyne's thine elf frame, and cute elf ears was driving Ben wild.

"Well, that makes me a little happy," Alleyne said.

"Um, why am I here?" Nowa asked.

"As a half elf who has lived in this forest and lived among humans, she will serve as a nice bridge to lead Alleyne out of the forest," Gretel said. "Now, let's begin."

"I'll use my Holy Pose of Purification," Melpha said as she got into her pose.

As Gretel spoke her magic spell, the circle lit up, and glowing mana emitted from both Ben and Nowa and was absorbed into Alleyne.

When the spell was done, both Ben and Alleyne looked into each other's eyes before they embraced in a deep kiss.

"I want to kiss both of you too," Nowa said as she hugged the both of them and started to kiss their exposed bodies.

"Well, I can't say I didn't expect this," Gretel said, knowing that this would be an outcome. "However, I just wish I wasn't this jealous. I better just check how effective the spell was. Hmm, it seems like I only managed bound you to Ben.

"What does that mean?" Melpha asked.

"Well, it means that she can either stay in this forest, Ben's hometown, the Kingdom of Amara, or close to Ben," Gretel explained.

However, it seems like the others were not listening as Alleyne was slowly licking Ben's dick to get it hard.

"Use longer licks, thirty points," Nowa said, taking on the role of teacher for once as she taught Alleyne everything she knew about pleasing Ben.

Once Ben was hard enough, he laid Alleyne down on her back and ran his hand along her pussy to check if she was wet enough. "It seems like your a little dry, so I'll lick you until you're ready," Ben said.

"I'll help too," Nowa said as she straddled Alleyne in a 69 position so that her half elf pussy was right in Alleyne's face. Both Nowa and Ben licked Alleyne's sweet pussy.

Waves of pleasure ran through Alleyne's body as the two people she loved the most ran their tongues along her most sensitive spot. As Alleyne looked up, she saw Nowa's dripping pussy right in front of her face. Unable to help herself, she started to lick at her former student's dripping pussy.

Nowa loved feeling her teacher's tongue on her womanhood. The pleasure they felt only grew until it exploded as she cumed.

"Looks like your ready," Ben said as he lined up his hard cock to her dripping pussy.

"Let just switch positions," Nowa said as she positioned herself so that her pussy was now right over Alleyne's as she laid on top of her.

Ben then thrust his dick into Alleyne's womanhood and finally took the matures elf's virginity. Her pussy walls wrapped around her first cock, hoping to milk it of its seed.

Ben, for his part, got a good rhythm going until he pulled out of Alleyne so he could fuck Nowa for a while and making Nowa screamed out of pleasure as she came on Ben's big dick.

After alternated between the two elves for a while before Ben finally came in, Alleyne formally virgin pussy. As both elves collapse from exhaustion, Ben ran his hand over Alleyne's pussy scoping up the mixture of juices and offered his hand to both Alleyne and Nowa. The two of them started to lap at the juices on Ben's hand.

"Who would have thought that a wild orgy would feel so good," Alleyne said, reflecting on her first sexual encounter.

"Maybe it is all about who you're with. I'm getting sleepy could they two of you hold me as I sleep?" Nowa asked as cutely as she could. All three of them went to the same bed with both Ben and Alleyne embracing Nowa between them.

To be continued.

A.N. Kanetsgu Naoe is from Hyakka Ryouran: Samurai Girls. I just needed a hot anime girl with a large hammer. Well, in the next chapter, Ben and Gwen will finally reunite, and we may even get to learn about those strange magic tanks, I can guarantee you that Vilgax is not responsible for them.