Ben 10 Fan Fiction ❯ Ben's Ladies ❯ Charmcaster's Charms ( Chapter 2 )

[ X - Adult: No readers under 18. Contains Graphic Adult Themes/Extreme violence. ]

Ben's Ladies

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Ben x Harem


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Author's Note

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I do not own Ben 10, Alien Force, or Ultimate Alien. It belongs to Man of Action.

This was inspired by seeing there was a fan version of Auumaan's fic that didn't live up to standard so with his permission I am making my own version. This though gives me a reason to do a redo of the Ultimate Alien episodes. Anyway this takes place before season 2 or I should say after Absolute Power but the Alien Force trio helped out Charmcaster prior to the events of season 2 instead of just apparently forgetting about her. (Spoilers about this or next season's finale is apparently a cliffhanger with no Charmcaster in sight.) And this fic won't have Ben hooking up with as many girls as the source one. Anyway I hope you guys enjoy.

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Story Start

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For the past few weeks Ben had been practicing in hand to hand combat. Ben Tennyson, universal hero and master of the Ultimatrix who had defeated the likes of Vligax, prevented the Hibreed invasion and defeated the Forever Knights was afraid of one person, his cousin Gwen. Of course if brought up he would behemothly denied it, but more then enough on one occasion Kevin would joke that Gwen was the universe's most powerful hero as she could make him cower, only for Ben to cower and said Kevin did as well shutting up his former enemy.

Only Gwen could convince Ben that developing hand to hand combat prowess was needed. Ben begrudgingly agreed to it and couldn't help but agree that the watch could be finicky at times. 'I wonder what Charmcaster wants. It sounded pretty important.' Ben still didn't know why she didn't go to Gwen with whatever problem she was having. Besides that whole body switch incident Ben didn't have too much prolong contact or exposure with the magic user. Sure, more then once they fought but it wasn't likely they ever really talked. 'She is pretty cute though. I liked the old outfit better.' he thought before shaking out of the thoughts. Memories of a younger charm caster with a wolf like pony tail and old clothing plaguing his mind which soon evolved into the older, sexier, and more confident magic user. Ben would be lying to himself if he didn't have one or two fantasy about his former enemy now turned ally. Ben was so lost in thought he didn't notice that he stepped into a purple portal that evaporated as quickly as it materialized.

''Uugh...maybe grandpa was right. I need to stop day dreaming so much.'' he groaned as he sat up and looked around the room.

''Hello Benjamin...'' a sensuous voice greeted him causing Ben to jump up in alarm and his hand hovering over the Ultimatrix in habit before stopping himself. ''Really? And I thought we were friends now.'' she replied with mock hurt as Ben's eyes slightly popped open as he removed his hand from the watch.

''Sorry Charmcaster, force of habit.'' he said as he looked around the room. Nothing but blinds partially opened as dim rays entered the dark room. ''So where am I? What happened and why did you bring me here?''

''I just wanted to talk,'' she said as she walked over to him with a sway in her hips. Charmcaster studied plenty of 'videos' as they were called and even going as far as scout out a few clubs and watched how much older swim ensnared their targets. By the look of Ben's rather blank gaze and the way his eyes followed her body it seemed to be working. She was wearing a black top that showed off her cleavage and tight violet skirt that showed off her legs. ''See something you like?'' she teased as Ben began to stammer and look away.

''I...um about this problem,'' he said as he stepped back only for Charmcaster's smooth hand come a rest on the back of his neck as her lips were nearly touching his left ear.

''Do I make you uncomfortable? Don't you like me Ben?''

''I do!" he exclaimed then quickly corrected himself. ''Good friends...I like you good friend.'' he stumbled over his words and began feeling like an ass. Why did talking to girls always have to be so hard? With Julie it was so simple. 'Julie.' he thought with a depressed sigh.

''Benjamin,'' Charmcaster drawled out as she got his attention. ''I'm sorry, I sort of lied.'' she said as her hand trailed down his neck and chest. ''I just wanted to spend some time with you.''

''Really?'' he asked, his voice laced with doubt. ''Since when?''

''Come now Benjamin you're a handsome man with a big heart and likable traits. Why else would a girl like me be interested?'' she asked Ben stepped back.

''I'm sorry Charmcaster, I'm flattered, really but I don't think this is a good idea.'' he said as he began to walk towards the door. With a look of annoyance Charmcaster chanted a spell that hoisted Ben up in the air and restricted his movement. ''H-Hey...what are you doing?''

''I won't be denied so easily.'' she said as she gestured him over her. ''I'll show you.'' she placed her hands on Ben's cheeks and pulled him into a deep kiss. Ben's eyes widened as Charmcaster's tongue explored his mouth resulting in the both of them moaning. Ben quickly got over his shock as something coursed through his body. Kisses with Julie were brief and tender, nowhere near as sensuous or powerful as this. A sort of rush he never experience before coursed through him as well as a bit of guilt.

After a few more seconds she softly broke the kiss and sighed in satisfaction. She had a slightly dazed expression on her face then her face changed to one of naughty mischief.

Ben however had a stupefied and confused look on his face and then he finally spoke up. "W-well, that was new…not every day I get successfully frenched by a hot former super villain."

She chuckled in somewhat. "You definitely know how to flatter a girl, but I'm interested in more than flattery," She said mistily as she magically lifted him and with a chant materializing a bed for him to drop onto. She seductively stalked towards him, climbing onto the bed while taking her time as she watched Ben's breaths becoming heavier in anticipation .Sweat gathering on his brow as his chest rose and fell. ''After all you've been through Tennyson I didn't think little ol' me would unnerve you this much.'' she said as her finger trailed down his chest."Mmmm, nice. I see working yourself out today worked for the better." She said as one of her hands went underneath his black shirt to feel up his chest.

Ben was really feeling aroused, part of him wanted her to continue her ministrations and another part of him wanted him to stop. Part of him holding on to the hope of working out things with Julie, morality and his bodily needs waging a war with his consciousness causing much conflict.

Charmcaster then reached down to the lower part of his abdomen where the hem of jeans met the belt buckle, now alarms were going off in his head that this going too far and it needed to stop.

"W-wait! Wait a minute! Stop!" Ben struggled to call out while enduring the ongoing arousal. Charmcaster looked at him with indifferent expression.

"For what? I can sense you actually like this, Hero." She whispered huskily.

"Well for one you're basically raping me!" He cried out with what little outrage, he could muster without his arousal clouding his judgement. ''And we hardly know each other. It wouldn't be right.''

She laughed in complete amusement at what he said and Ben was even more perplexed by her unusual behavior.

"Oh but we know each other quite well Ben. And you'll even get to know better as we continue and I assure you that before this is over you'll want me as much as I want you.'' She then leaned in close to his ear and whispered; "It will be a lot of fun, Benjamin. Once the charm kicks in everything will be okay. You'll see."

She then took him by surprise by lightly licking a part of his earlobe in affection, Ben could start feeling aroused again and before he could say anything she stood back and pulled out some pink dust in her right hand.

"W-why are you doing this? Why me? Ben weakly asked as he felt whatever Charmcaster did to him start to effect.

She smirked in a sultry way. "You're the only guy who isn't either afraid of me or I utter detest. I also say I don't trust any other man to give my gift to, besides the heroes o heroes of course.''

Ben could feel the aura that kept him paralyzed disappear. Though free he didn't feel like fighting or running. What he did do was suddenly pull the sorceress to him and looked in her blue eyes before grabbing her head and shoved her head to his where their mouths covered each other again.

Ben was under her influence like Kevin once was, but this was much stronger and filled Ben with a craving for the silver haired temptress.

"Mmmmmm." She murmured as he aggressively ravaged the inside of her mouth with his tongue, she made use of her mouth by suckling her lips on the tongue to increase the effect.

Charmcaster immediately did not regret this decision, in fact she was super positive she made a great choice. Charmcaster was rather practical person and knew that her potential prospects were limited and Ben was the most logical choice. Loyal, very protective of his family, being part anodite meant that any potential children between them would be rather powerful not to mention Ben was a rather gifted warrior in his own right even if most of it was thanks to device on his wrist.

Her hands went back to work as they slid off his green jacket and let it fall to the floor and hastily slid them back to the hem of his pants. Ben's hands themselves went to work as well by one of them grabbing and squeezing her left breast and the other trailed down to her rear rubbing it. Charmcaster moaned and mewed in delight as Ben's hand caressed her rear. If there was anything Charmcaster was proud of besides her magical prowess was her body that she spent a lot of time working out to avoid the squishy wizard stereotype. Her earlier battles with the Tennyson made her realize how helpless one was without their means of weapon, usually her charm bag back then so she took to training her body and as a result she developed long, lean strong legs attached to a tight, firm rear and her stomach developing quite well developed. While Charmcaster wasn't as chesty like those super models in the magazines she was slightly larger then the average and considering the hardness that was sprung when belt buckle came loose and the zipper coming undone was a result of Ben finding her body quite agreeable.

Charmcaster probed through his boxers, bringing out the bulge as she rubbed her hand up and down the shaft. Her hand slowly stroking the teenager off as he laid there whimpering and helpless filling CC with a feel of surreality. She silently chuckled to herself in amusement at the fact that the hero of the universe succumbed so easily to his hormones. Parallel dimensions, bullets, laser beams, fire, lava, mutant creatures, war lords, dimension rifts and the like were all pussies in comparison to that of sex itself. Charmcaster leaned over and engaged the brown haired boy in another steamy kiss.

Ben moaned under the assault of Charmcaster's hand. To his embarrassment he was still a virgin and never had a girl touch him there. Well Emily did once, but it was an accident he didn't like to remember that incident. Going completely by instinct Ben used his hand to move from her rear, up her skirt and pulled down her panties so they were at her knees. Now exposed, Ben's fingers began to tease and rub her lips. He had seen one or two of Kevin's special videos that the boy had gotten him for his birthday. Ben, being completely naive didn't even pick up on what they possibly could have been despite the fact Kevin repeatedly telling him not to let anyone see or watch them. He was rather nervous, unsure he was doing it right until Charmcaster moaned into his lips in delight. Growing a bit more confident he used his other hand to squeeze her breast.

Breaking the kiss she looked at him with a sultry kiss. ''Not bad Tennyson. With some work I think I can get used to you,'' she said as she magically lifted his shirt off and his pants and boxers down around his knees.

Ben couldn't or wouldn't speak, he was overcome with her lust spell and blew all sense of right and wrong out the window, all he could think about was letting this witch do what she wanted with him.

With a naughty smirk Charmcaster caressed his balls slightly resulting in his cock to twitch. ''About Nine inches. Rather large, quite nicely actually. You may not be built like some pron star but you're a nice size nonetheless. I don't think anything more would fit.''

Drawing her face closer she placed her violet lips on his shaft and kissed it gently once and again until her lips found the tip, opening her mouth a little Ben could her breath on his flesh and was anxious for her taste it. Using her moist tongue Charmcaster teased the tip. Her hand softly caressing his balls as her soft lips teased the tips as bursts of salty pre-cum. Charmcaster started slow, working him like a sucker with each lick getting closer to the core or in this situation each lick closer to an interruption.

Charmcaster took the next step and moved her tongue to his shaft and licked the underside up and down repeatedly making him grit his teeth in anticipation. In one quick motion she engulfed his entire member into her mouth making Ben moan out loud, she continued suckling back to the tip and all the way forward till her nose touched pubic hair. She could feel Ben rock his hips forward, eagerly face humping her face with sudden aggression.

"Oh man, I'm close, very very close." Ben moaned signaling her to thrust her head much faster making him moan louder.

"Ooooohhh...!" Ben grunted as hips undulated and he shot stream after stream of thick warm semen into her mouth and down her throat, he heard loud gulping sounds from her which turned him on even more.

She retracted her head and opened her mouth wide open for Ben to see some of his cum remaining on her tongue, she closed her mouth and swallowed with a loud gulp and reopened her mouth to lick around her lips.

Ben could already feel his member hardening again since he saw that. "Delicious, now sit down." She commanded with a lusty tone in her voice. Ben did so and Charmcaster started to glow violet around her body then she magically stripped herself of clothing. She was in her fully nude glory and Ben could instantly feel himself getting hard already.

Her nipples were already hard and her slender frame was slightly bathed in the aura of violet. Charmcaster's hand hovered over her scarce silvery pubic hair and her face was slightly red. Despite this whole encounter being her idea she had never done this sort of thing before and even her confidence waned in time.

"You're beautiful." Ben stated as he was in awe of her despite being under her spell's mercy.

This compliment gave Charmcaster the confidence she needed to complete her plan. Getting down on all fours she crawled towards him like an animal hunting its prey. Now faces only centimeters apart she gazed into his eyes and chuckled a bit. "Aren't you sweet, I don't believe anyone has ever called me that before when I'm not in disguise, but I suppose that was because I was too busy terrifying people with dark magic. Do you truly believe I'm beautiful, you're not just saying that because of the lust spell are you?" She asked cupping his chin in her right hand.

Ben, still being hypnotized was able to answer honestly. "I always kinda thought you were a looker, but never thought about it too much. Everytime you see us you attack with golems or with your uncle and even when you switched to our side we never spent that much time around each other."

"Hmmm, you make a good point; well we have this moment right here for you to experience my beauty firsthand and to satisfy your needs while under that spell. Don't worry about feeling like you betrayed anyone, I have a plan that will satisfy you and every girl you know, but first you must satisfy me." She said lustily as she gently pushed him to lie on his back as she crawled over him and placed her womanhood over his erect and twitching member.

"Now take me, make me yours, Benjamin." She said as she dropped and immediately felt a very pleasurable sensation as the tip of his dick was slowly sinking into her.

"Ooooohhhh!" She moaned as she kept going down. She winched in pain slightly as the size of Ben's girth and the fact she was eagerly forcing him in her a sharp pain coursed through her.

Ben's mind was overcome with fevered lust but his mind was his and a concerning look was on his face. "Are you okay?''

''I'm fine...just give me a minute.'' She said as she sunk down little by little until it was all the way to the hilt Charmcaster's pussy completely enveloped Ben's dick, she took a few seconds to adjust to the pain and collect herself when he pulled her head to his for a deepening kiss.

She sucked on his lips and licked his tongue with hers until her mind was no longer on the pain, now she felt adjusted and new waves of pleasure were forming within her.

She started bouncing up and down repeatedly undulating her hips with Ben's member. They both moaned as Charmcaster sped up her bounce with every second as her hands gripped his chest.

Ben grabbed her hips and forcefully started thrusting along with her making her feel the sensation of his thick cock even more. Their movements slowly matching as their breathing became heavier.

"Oh yes, Benjamin! More! I need more! Faster please!" She cried out as her face contorted in ecstasy, her cold stoicism gone as well her virginity, she gave herself completely to the pleasure he was giving her.

Wet slapping sounds were made as the witchy girl was bouncing rampantly on Ben's sex, his thrusts were matching her drops making their orgasms come ever closer as the bed started to creek and bump against the wall. She placed her hands on his chest and arched her upper body forward a bit giving him a better look at her breasts.

Then the moment came when she screamed out in ecstasy filled orgasm making her fingers clench Ben's chest and her toes curl up.

"OOOOhhhh yess! Yess! Aaaahhh!"

"Uunnggh I'm coming!" Ben said gritting his teeth as his hips stopped and his position tightened. "Oh god! Charmcaster!"

His hips started twitching and rocking as he came to his climax spurting much of his seed into her glistening pussy. Stream after stream of sperm shot into her filling her up as her orgasm subsided and she collapsed on top of him.

Ben finally stopped coming and slumped his body flat on the bed. Charmcaster rose her head up to meet face to face with him from his chest.

"That was exquisite Benjamin, Maybe I should pay you a visit after I have a stressful magical session." She said purring as she laid her head on his chest.

Ben didn't know what to say, his lust subsided and perhaps the spell wore off, but he felt exhilarated and satisfied from having sex with a beautiful girl. He still felt he betrayed Julie, he couldn't stop mulling about it. The fact that replayed in his head was; he had sex with Charmcaster, and came inside her. He began praying that Charmcaster had a plan or spell that prevented pregnancy.

Suddenly she got up on her knees and placed her hands against the wall, sticking her ass out as a means to signal Ben to come over there.

The same lusty look appeared on her face again. "One more round, hero. I need more of you. I want more, Ben."

Ben was a little surprised she actually called him by his nickname instead of his full name or Tennyson for once, and found it irresistible as he hobbled over to her. He positioned himself at her rear and rubbed his cock to regain hardness, which didn't take long and slid into her. Earning a moan from her in the process.

"Come on, keep screwing me like an animal! Faster!" She cried out as he began pumping her pussy once more, her moist folds were already providing enough lubricant to slide it in and out faster than before.

Her hair was slightly messy and a few hair stuck to her face in sweat as Ben kept at it making it more enjoyable every minute. She lifted a leg in the air and Ben grabbed it to hold it up while he continued plowing her.

Minutes later they reached their climax again and Ben poured another helping of cum into the silver haired spellcaster.

He sat back down exhausted and she joined him in a sultry embrace with a satisfied look on her face.

"I greatly enjoyed that, Ben. I know you did too, there's so much of your 'essence' dripping out down my legs." She purred licking the side of his cheek.

The lust spell died down on Ben vastly, but the realization still held firm in his mind. "I..I can't believe I did this. I just gave in."

Charmcaster rolled her eyes and smirked, she cupped his chin her hand and looked directly into his eyes."You don't have to feel guilty Ben. The spell only brought out what was only there. The spell doesn't work unless there is something to latch on so if you didn't feel attracted to me and wanted this it wouldn't have released your inhibitions.'' sliding off the bed and magically rematerialized her clothes, she closed her eyes and chanted a few bizarre words together.

Suddenly Ben felt strange as a pink glow covered his body and vanished, she stopped chanting and looked at him with a grin.

"What did you do?"

"I gave you a little gift. This charm only works on women who have an attraction and affection for you. If you're worried about your fan girls or just any member of your family platonically loving you turning into sex crazed maniacs you don't have to worry as the charm doesn't have that affect. The charm only works on those who are probably soul mates, women who in one lifetime or another would fit the mold of your other half. There is also an allure of sorts where said girl's desire will increase in connection of yours. This will be a result of their hormones connecting with yours along with a few other things I plan on having fun teaching you in time.''

Ben looked on with a rather impassive look on his face. He couldn't believe his friend, lover,... Charmcaster placed such a spell on him. ''Uh..thank you..?" he awkwardly thanked her.

"You may feel like this is going a bad direction, but you will enjoy and savor it, it won't change their freewill, it'll just bring out what they felt for you tenfold. That includes anyone like your ex or cousin." She said straightening her hair.

"Gwen? She doesn't feel that way,does she?" Ben asked confused.

She simply smirked. "More than you know, and you're welcome by the way. I'll be seeing you again very soon, Ben, and who knows, we may even have a group experiment with you and other girls. We'll see." She said as she opened a portal for Ben to return home only for him to call out to her.

"Hey wait, I could uh…use a little help dressing myself up here." Ben said embarrassed as he covered himself in the nude.

She winked and magically rematerialized his clothes on him, he thanked her and then caught a piece of cloth she tossed at him. It was her underwear, still moist from her arousal.

"See ya later, Ben." She said as she pushed him into the portal.

Ben let out a cry as he dropped down on his bed with panties in his hands unsure of how to make of this new situation. 'Any potential soul mate? What is she going on about? And I can't believe I had sex with Charmcaster! Does it automatically activate? Uhhh.. I need to go to bed and think about this, either the greatest thing just happened to me or the most chaotic. Then again considering my luck it's probably going to be hell I just know it.' Ben thought as a faint smile on his face. 'Should I go see Julie?' he thought then shook his head. 'No...I don't want the Charm to kick in and force her into something she isn't ready for.' he thought as he tried to think of someone who he could talk to that knew his secret and could possibly understand his situation. 'I know...maybe I can talk to Elena. I haven't seen her in a while and besides, we're just a pair of good friends and Charmcaster said that the Charm would only work on my possible soul mates. What could possibly go wrong?'he thought as he hid away his treasure and decided to go take a nice long hot bath before going to visit his old friend.