(I'm changing the Running skill to Maneuvering. This way, it includes all forms of moving, even with his hands. It makes more sense to me.)
(Forewarning! I haven't checked my spelling, plus I was bored and horny. So, yeah... Enjoy.)
After driving for most of the day, only stopping for meals, Max had brought them all the way to Nebraska and then they slept the night away.
In the morning, they had breakfast and drove just little more to arrive at their desired destination. A waterpark!
Once Max had paid the admission fee, they went to the changing rooms and got into their swimsuits.
Ben made sure no one was around and changed his clothes with the Omnitrix, before walking outside and drawing multiple peoples gazes.
All because of his ridiculously toned body and good looks. There was quite a few girls looking at him with feverish eyes.
'... I feel like I'm going to be Onee-Shota'd or something...' With some concern for his safety, Ben thought to himself.
"That or milfs." Gabriel told him with amusement, somewhat shocking him.
'Do you want me to be screwed by these women or something?' He exasperatedly asked, though completely rhetorically.
"Well, no... But, it seems like it might happen at this rate." She replied and laughed a bit, as she continued. "Especially those three to your right."
Ben looked to his right and saw the three women Gabriel was referring to. A brunette milf and two girls in their teens, who seemed to be her daughters.
One of the girls has orange-pink hair and the other has black hair. The thing all three of them have in common, is that their tits are huge and they have Asian features.
The milf was in a two-piece white suit, with frills. The two daughters were wearing one-pieces, but the orange-pink haired one's was a racer swimsuit and she's wearing a jacket.
When he looked at them, he accidentally made eye contact with the mother and she licked her lips seductively. He smiled at them innocently and turned away.
'Oh shit, oh shit, oh shit! I'm in danger!' A nervous droplet of sweat trailed down the side of his face.
"Just try to keep some distance and you'll be fine... Or you could just do it." She bluntly told him
'Wtf? Can you repeat that, I don't think I heard you?' With utter disbelief, he asked her to repeat what she just said.
"You could just do it. Go have sex with them!" She nonchalantly told him.
'...' Ben was speechless that she would say that, like it was totally normal. He sighed and tiredly asked her. 'What the hell is wrong with you...? Where is this coming from?'
"Nothing... I'm just saying, it won't cause any harm, right?" At this point, she was basically encouraging him to go and screw the three women.
'... I'm beginning to think I named you incorrectly. You're not an angel at all, you're a demon trying to tempt be down the path of evil!' He disparagedly lamented.
"Why are you being so dramatic? I was just saying, you should relieve your desires with mature women, before you commit a crime and do something to the poor loli's." She explained, as if it was for his well-being.
'... THAT DOESN'T MAKE ANY SENSE!!! I'm a child! If I did anything with those women, they would be commiting a crime!' Ben frustratedly explained the flaw in her logic.
"Oh, yeah... Well, so long as nobody finds out!" She cheerfully and innocently told him.
'Then why wouldn't I just do it with- Y'know what? I'm just gonna stop talking to you.' Ben shook his head and decided to ignore her, especially since the girls had finished getting into their swimsuits and come out of the changing room.
"Hey, you two! Hurry up and let's go to the slides!" Ben shouted to them excitedly, though he was thinking something else. 'I need to get away, before I get fucked against my Will.'
The girls were initially a little starstruck and heavily blushing from seeing Ben's body, but regained their composure when they were reminded of the water slide.
With lights in their eyes, Gwen and Keira grabbed Ben's arms, before beginning to run to the nearest water slide. Ben released a sigh of relief, feeling safer as distance was made between him and the three women.
...
As the Ben and the ran around, they had fun together, splashing each other with water.
They went up to the tallest water slide and teased each other about being scared. Well, Ben teased them and they tried to tease him, but failed.
When they were waiting for their turn, Ben decided to turn into Greymatter, just for the sake of it. If anything, it should make the slide more exciting.
Soon, it was Gwen and Keira's turn, and they didn't hesitate to jump in while shouting excitedly.
After the girls went, Ben jumped in as well. He went down the slide with joy, but when he came out, he ended up flying into Keira's chest. Thanks to the mucus covering his hands, he stuck to her, causing her to be embarrassed and swat him away.
Ben went skipping across the pool like a stone and ended up hitting the side. He rubbed his head and climbed out, only to have the area around him become dark.
Initially, Ben thought he was caught by that weird guy with an alien fetish, but that thought was squashed when, well... He was squashed... Underneath a pink bikini clad butt.
Ben started screaming, because he was being squished and suffocated. The one sitting on him, being Gwen, felt something strange under her, only for a strange sensation to spread through her body, as the thing she sat on began squirming and creating vibrations.
In a panic, she jumped up and looked at what it was, finding that it was Ben as Graymatter and turned red.
Ben was also blushing as he realised what happened. Standing up, he jumped into the water and turned back to normal.
Though he had returned to being human, he was panicked and stayed under the water for awhile, not even registering the fact that he wasn't holding his breath.
Giving himself a moment, he calmed his racing heart, before casting an illusion on himself and making himself appear completely normal. The reason for this? His 'physical' reaction...
Ben climbed out of the pool and coughed, while he avoided looking at Gwen. "*Cough* Sorry..."
He then began walking away in a hurry.
...
Going to a secluded area, Ben put his back to a wall and began taking deep breaths, as he got rid of the illusion, revealing his erection that gives a new meaning to being a 'grower'.
Unknown to Ben, he had been followed by five individuals in two groups, the first with three people and the other with two people. The group of three went straight to him, while the group of two stayed hidden.
"My, oh my~ The little boy isn't so little down there." A mature woman's voice came from the side, the subject of her comment being his dick, which was bigger than humans should naturally have.
Looking over, Ben saw the milf and her two daughters from earlier.
"Woah! It's normal to have one that big, right? Like, at all!?" The orange-pink haired girl exclaimed in shock.
"Definitely not~ But now I want him even more~" The milf said with a smile, as she bit her bottom lip.
The black haired girl looked shy, as she rubbed her legs together. "Umm... Mom? Should we really be doing this?"
"Who cares!? We're already here, so let's just do it!" The orange-pink haired girl went towards Ben and leaned over, while pulling on the top of her swimsuit, revealing her cleavage. "How about it, kid? Want to feel good with big sis~?"
Ben, who was feeling extremely horny already and beyond normal levels for some reason, acted on his lust and pressed his lips against her lips.
Luckily for Ben, his body was more developed than naturally possible for a 10 year old, so he wasn't too much smaller than her.
The girl was surprised that Ben had taken the initiative, and even more so about how good he was.
"Oh my! He is naughty too~" The milf said with an amused, yet lewd smile.
Taking things further, Ben stuck his tongue in the mysterious girls mouth and began dominating her tongue. He pulled her and turned them around, so that her back was against the wall put a hand on her breast and the other on her butt, and started massaging them.
Completely controlling the flow of the situation, Ben caused the girl to begin moaning in pleasure, while the watchers bodies were feeling hot.
Moving his hand from her ass, he removed his swim shorts and lifted her leg over his shoulder, while grabbing her ass again. He started rubbing his dick against her pussy, as she leaking her love juice.
Lubing his cock with her juices, he used the hand on her ass and pulled the crotch of her swimsuit to the side, before thrusting into her, causing her to scream out.
"AHHM-mmm!" To avoid getting caught, Ben kissed her more forcefully.
Ben didn't feel a hymen when he had thrust into her, so he assumed that she wasn't a virgin and began moving his hips.
"Mmm! Ah! Ahn~!" The girl moan in ecstasy, as she subconsciously let Ben take control. Her head reared back as she spoke through her pleasure. "Ahn! This is so much better than using toys!"
Ben kissed her neck and looked at her from the corner of his eye. "Huh? Are you still a virgin?"
The girl grinned cheekily. "Yes~ I only used toys before-Eeek!" She squealed in surprise, as Ben began thrusting harder.
To stop her from making noise, Ben kissed her again, while continously thrusting.
She wrapped her arms around his head and kissed him passionately, her eyes glazing over. From Ben's thrusting, her breasts were bouncing and popped out of her swimsuit, giving him access to her beautiful pink, semi-inverted nipples.
He pinched her nipple, as their tongues entangled with each other and their lips pressed together.
Ben was completely enthralled with his current situation, her soft plump lips, smooth skin, moldable fleshy butt and breasts, along with her beautiful face... They were all incomparably better than the women from his previous life. It was like they were straight out of a doujin or something.
Having lost any desire to go against the flow, he just decided to indulge in his lust and fucked the girl with fervor.
So, with complete disregard for the consequences, he sped up his thrusts, hitting deeper inside her pussy and ejaculated into her womb, causing her to orgasm in sync with him.
Although Ben had came inside her, he didn't stop screwing her and instead, move his hand from her breast to her leg and on to her ass, lifting her up, before dropping her down on his dick.
From being dropped on his dick, without being given a moments rest after her orgasm, the girl shivered in ecstasy, as she tightly clutched Ben's hair.
At this point, Ben had succumbed to his lust, similarly to when he previously became enraged at the mall. His eyes glowing unnoticeably, as he continued to fuck the girl and cum inside her again, causing her body to stiffen up, as her head reared back and her tongue stuck out.
Ben just kept moving his hips, like a machine meant only for sex.
The milf seemed to feel pity for her poor daughter, who had become a sex toy. Or she was jealous, who knows...
Either way, she went behind Ben and tapped his shoulder, making him look at her and see her beautiful, lustful face. He removed his cock from the girl and placed her on the ground, before turning around.
The moment he was facing her, the milf got on to her knees and put the head of his penis in her mouth. She started sucking on it like a straw and sucked out whatever cum was remaining.
As she sucked on his cock, the gorgeous woman licked around the gland, before swallowing his entire length to the point that her throat was bulging.
She skillfully used her tongue to stimulate the shaft, while moving her head back and forth a little. Then she moved back, releasing his dick with a *pop!*
Putting her hands behind her neck, she untied her bikini top, letting it fall and reveal her incredible, large breasts. Like her daughter, her nipples were pink and semi-inverted.
Licking her lips with childish glee, she enveloped her breasts around his dick, leaving the tip exposed for her to lick, and she happily did.
She used her tongue to stimulate his urethra as she moved her breasts up and down while clamping them around the shaft.
Her breasts were a perfect mix of softness and firmness, leading Ben to quickly come to his next climax.
Grabbing her head, Ben forced the tip of his dick into her mouth, filling her mouth with his thick cum and causing her cheeks to puff out. She started to audibly swallow his cum to the last drop, even sucking what was left in his urethra.
"Fufufu! What an amazing amount of cum, and so tasty as well!" Taking her mouth off his cock, she licked some cum that had leaked out of the corner of her mouth and stood up, taking off the bottom part of her bikini, revealing her unshaven, but nicely groomed, sopping wet pussy.
Ben took the initiative to return the favour and kneeled in front of the milf, sticking his long tongue out and licking her meaty pussy from the vaginal opening to her clit.
Upon reaching her clit, he began sucking on it, bring no small amount of delight to the mature woman, as she placed a hand on the back of his head and pushing him deeper into her crotch, while also biting on the nail of her thumb on her other hand.
Not resisting her, Ben sucked her clit harder and began nibbling on it.
Bringing his hand up, he rubbed her pussy, coating his fingers in her fluids and then sticking them inside her.
With his fingers inside her, he thoroughly felt her folds and searched for her sweet spot. She would moan and whine at his prodding, so using her reactions as a gauge, Ben focused on all the spots that generated the sweetest moans.
In no time at all, the woman's body was trembling and she was on the verge of climax, and the catalyst that sent her over the edge, was when he inserted his tongue inside her and twirled it around.
Like a geyser, the pressure had reached its limit, she erupted with a jet of love juice. Ben gladly drank the fruits of his labour and then separated himself from her vagina.
The woman looked down at Ben while panting from her orgasm, her eyes filled with hearts as she carefully pushed him to the ground and positioned her vagina above his dick before dropping down onto it, taking even more of him inside her than her daughter.
Ben's dick hit against her womb and she shrieked in delight, before beginning to rock her hips like a pro.
As she rocked her hips, her breasts bounced and swayed, and the longer she went, the more Ben was attracted to her breasts.
Lifting his body up, Ben latched onto her nipple and suckled on it greedily, while pinching her other nipple. To his surprise, milk started leaking from both her nipples and upon tasting how sweet it tasted, he began gulping it down.
"Fufufu. Ahn! Do you like my milk that much?" The woman gently held Ben and ran her hand through his soft hair.
Ben's affectionately sucked her nipple and gently kneaded her other breast, with his other his other hand placed on her waist.
The woman's hips kept going, but at a slower and more sensual pace.
After awhile, Ben felt his next orgasm approaching, so he moved his hand from her waist and started rubbing her swollen clit.
She also felt her own orgasm approaching and began moving a bit faster.
Together, they brought each other to climax, with Ben filling her womb with his cum and her spraying her fluids in his lap.
Ben rested his head in her breasts and panted, while she used his head to rest on while panting.
Gently rocking her hips, she prolonged their orgasms. She lifted Ben's head up and kissed him passionately.
After the kiss, they separated while creating a bridge of saliva. The woman then looked over to her other daughter, the girl with black hair.
Ben also looked over to the girl, seeing her kneeling on the ground, rubbing her pussy through her swimsuit, which was digging into her crotch, and massaging her breasts.
Putting her mouth next to Ben's ear, she whispered to him. "I would like to keep you, but my poor little girl looks so desperate, so please go help her." Then, she lifted herself up, causing the sperm inside her to pour out.
Ben nodded and stood up, made his way over to the girl and stopped directly in front of her, his dick pressed up against her face, causing her to breathe in the stench of his cum.
With a look of addiction, the girl stared at his dick, before sticking her tongue out and licking from the base to the tip, then taking it deep into her throat with no signs of gagging.
Taking no time at all, she started bobbing her head back and forth like a natural. Slurping on his rod with passion, while energetically musterbating.
This went on until, she got him to cum directly down her throat, while she came upon having the semen enter her stomach and entered a dazed state, with his cock still in her throat.
To avoid having her suffocate on his cock, Ben pulled it out. When the penis was removed from her mouth, the girl tried to follow it and ended up falling forward, leaving her rear in the air.
Ben walked around her, going to her raise butt and pulled her swimsuit up, making it dig deeper into her soaked pussy, as her legs trembled from pleasure and her ass shook.
Seeing her ass shaking, Ben felt the desire to spank her... So he did!
The result of his spanking, was a jet of her love juice being sprayed on the ground. From there, Ben started rubbing his dick between her ass cheeks, which was quite pleasurable in itself and lead him to doing it for awhile.
As a result of him essentially teasing her, she started shaking her ass side to side and begged for him to fuck her. "Please~ Stick your massive dick in my pussy~"
Having no reason to deny her, he positioned the tip of his dick at her entrance and pushed his way inside.
As he entered her pussy, he was met with the thin lining known as her hymen and broke through it, causing her to wince slightly, so he stopped.
When she had adjusted, she looked back with teary eyes and nodded, giving him the go ahead to start moving.
Upon gaining her approval, Ben slowly began moving and gave her time to gradually get used to it, before speeding up.
...
Meanwhile, since the start of the R-rated stuff began, the other two people that had been watching with red faces filled with intrigue, but also displeasure.
These two people were Gwen and Keira. If that wasn't already obvious...
The two of them had originally followed Ben to apologise about injuring him, and also hit him a little... But, when they saw the three unknown women follow Ben, they were wary and decided to be sneaky.
It was when they saw what the women wanted to do with Ben, that they didn't know what to do. After all, how were they supposed to react when they see people having sex.
And they were aware of what was happening in front of them... Ben had supplied a phone with internet access and they are girls with curious minds, so they had of course done some research into things that are typically age restricted.
However, despite doing their research, it was only to the degree of understanding what sex was, how to do it and why it's done. So, they were still interested in the real thing.
Unfortunately, the one it was happening with, just happened to be the boy they like. But, watching the boy they like 'defeat' the three unknown women, they were amazed and enamoured by it, thinking about how it must feel based on the womens reactions.
Their bodies were hot, as they watched Ben move from one girl to the next, arriving at the girl with black hair.
The way he went from aggressive to passionate to slow and gentle, it made the two of them curious of how he would be with them...
...
After fucking the last girl's brains out, Ben finally felt somewhat satisfied, as he sat down and panted a little bit.
"Fufufu! That was wonderful sweety~" The milf appeared behind Ben and hugged his head between her breasts. "I would love to keep going, but your family must be worried about you." She glanced to the place Gwen and Keira were at and thought to herself. 'Especially those two little ladies. Fufu!'
Ben sighed and stood up, walking over to his shorts and putting them on, before looking over to her. "Umm... Will you and your daughters be okay?"
She laughed and waved him off. "Don't worry sweety, we'll be just fine, don't worry."
Ben opened his mouth to speak, but stopped and turned away. "Okay. Bye then."
He started walking, but cast an illusion to keep people away from them, just to be sure. As he walked, he held his head and tried to process what just happened.
'What the hell was I thinking!? Acting so impulsively...' He thought to himself and headed for the showers.
Suddenly, Gabriel spoke up and answered his question.
"It's like when you got your [Wrath] skill, you were just overwhelmed by your hormones and emotions." She spoke with a hint of amusement, but it was only to hide her jealousy.
'Oh great~' He rolled his eyes and sarcastically replied. 'So, what kind of skill did I gain this time?'
Hearing his question, Gabriel took a quick look, before bursting into laughter. "W-well, I'll just show you-pfft..."
[Unique Skill: Love and Lust - A small chance that the person you have sex with will fall in love with you. The more lovers that you have, the stronger you become. Requires intercourse to activate. (Each lover gives 50% of your base stats. If the person loves you beforehand, you get 100% of your base stats.)]
'You're shitting me...' He stopped from shock, before grimly saying. 'Please tell me this skill can't force people to love me...'
"Don't worry, it can't. It's more like they fall in love because of the sex, essentially enhancing the hormonal reaction that arises during sex." She explained to him, putting his mind at rest.
Ben sighed in relief as he arrived at the showers and entered a free one, turning it on and standing under the water, washing away the sweat from sex.
Having the water running on his face, Ben suddenly realised that when he was submerged earlier, he was able to breathe despite that.
'Say, Gabriel. Why wasn't I drowning before?' He asked while running his hands through his hair.
"Anodites have space survivability, remember? You have that high survivability in your human form, so breathing isn't an issue and with the right stats, you can handle any kind of pressure" She explained simply.
'Oh, right. That makes more sense now... Thanks.' He smiled in appreciation, having her around is quite helpful.
"It might interest you to know, your [Sneak] skill leveled up." Gabriel told him and pulled up the notification that he had missed.
[Sneak increased to Lv-4]
'... How the hell did it go up that much?' He stared at the notification with confusion.
"Well~ You were pretty loud with those three~" She teasingly told him, before adding. "Honestly, it's a miracle that the whole park didn't hear you. Those three seemed to really like what you did to them~" 'I just wish I could do it as well...'
Remaining unaware of her thoughts, Ben finished showering and then exited, making his way to a cafe that Max was waiting at.
When he got there, he found Gwen and Keira sitting there with red faces. 'What's with them!?'
He went and sat down, pulling his phone out while greeting them. "Hey. How are you two doing?"
The moment he asked the question, the two of them began panicking and waved their hands in front of them.
"W-wha! What do you mean? Of course we're fine!" Gwen said as she avoided looking at him.
"R-right! Why wouldn't we be fine!? I-its not like anything happened while you were gone!" Keira followed after her, trying to cement that everything was fine, but failing miserably.
Because of how they were acting, they raised his suspicions, as he looked at them. "Okay...? Well, tell Grandpa that I have something to do and will be back in a few minutes..."
He then stood up and while looking at his phone, while making his way to the bathroom, where he changed his clothes, transformed into XLR8 and then ran out of the waterpark.
When he was looking at his phone, he was looking for the closest castle from the water, so that he could go screw over the forever douchebags.
As he made his way over to the castle, he checked for missions.
[Missions:
Forever Sucking - Just do what you were going to do...
Rewards - A useful piece of alien technology.
Failure - -10,000SP
Stealth - Don't get seen.
Rewards - Body Adjustable Nightingale Armour.
Failure - Forever Knights on your ass bitch!]
Ben sighed in exasperation and accepted the missions.
"That alien tech better be good." He said and shut his visor, running faster so he could finish the missions and get back.
Creating a sonic boom, Ben blitzed his way to the castle. When he got there, he did some recon and verified that it was a Forever Knight base.
Once he knew it was a Forever Knight base, Ben ran in faster than they could see and searched for the security room, where he killed the guards and disabled the system.
With that done, he just had to go around and kill everyone faster than they could understand, taking the bodies to avoid them being found.
When he came across the boss, Enoch, Ben hid and changed into Ghostfreak, then turned invisible as he passed through the wall and into Enock, where he consumed his soul and retrieved his memories.
Laughing evilly, he turned back to XLR8 and resumed the slaughter.
Once everyone was dead, he decided to loot the place. He got all the alien tech that was stored away, along with any money he could find.
Using the memories of Enoch, he stole all of the money in this faction of Forever Knights bank account. All he had to do was transfer the money to Enoch's private accounts, encrypting the whole process as he went and taking all the bank cards.
Now that he was done, he decided blow the place up and then ran back to the waterpark, into the toilets, where he returned to being human and walked out like normal, and over to where the others were.
When Ben got to the others, he sat down with a content sigh. "Phew..."
He wasn't gone that long, so he didn't raise any suspencions.
"Oh! Hey, Ben. How are you doing?" Max asked with a smile, placing some food infront of Ben.
"I'm good. I had a bit of a stomach ache, but it's gone." Lying straight to Max's face, Ben started eating as he checked his gains.
[4950xp for 149 Grunts and 150xp for Enoch received]
[Mission rewards have been placed in your Inventory]
Shocked at the amount of xp he got, Ben choked on a fry and began coughing.
"Are you okay, Ben?" Looking at Ben with concern, Max handed him a drink.
Ben grabbed the drink and gulped it down. "*Cough* Yeah... It went down the wrong way is all..."
After sorting himself out, Ben took a look at his stats and seeing that only his CHA stat was below 40, he decided to put a couple points in and put in to an even 40.
From there, he decide to just relax and waste the rest of the day away, doing normal stuff with Gwen and Keira.
[Status -
Name - Ben
Lv - 15 (130/1600)
Title - Wielder of the Omnitrix
State - Healthy MP - 2520
STR - 40
END - 41
AGI - 40
CHA - 40
INT - 48
LUK - 666
AP - 35 SP - 1,375,750
Primary Skills: CQC Lv-5, Marksmanship Lv-5, Intimidation Lv-3, Danger Sense Lv-3, Sneak Lv-4, Mana Manipulation Lv-1
Secondary Skills: Drawing Lv-3, Math Lv-3, Writing Lv-3, Running Lv-5, Driving Lv-4, Engineering Lv-5, Cooking Lv-3, Pain Tolerance Lv-8, Bioengineering Lv-5, Programming Lv-5, Torture Lv-1, Acting Lv-2
Unique Skill: Wrath, Love and Lust, Complete Language Comprehension, Eidetic Memory, Analyse, Night Vision]
(4 Recoveries Stored)