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Ben 10: Charmed I'm sure Written by Silent Soul Ken Summary: Several Months after their bonding Ben and Gwen end up in a fight with Charmcaster but when their situation is revealed will Charmcaster use it to turn Ben from good to evil, or will her plan backfire in a most unexpected fashion?

Gwen grunted as she held out a hand, a magic force field blocking the attack from her nemesis Charmcaster! "This time you're history Gwen Tennyson!" the older magic user shouted.

"You know if I had a dollar every time you said, that I could afford a trip to the Beach in Hawaii!" the orange haired girl replied.

"Stuck up little brat!" Charmcaster shouted as she shot a fireball and an electric ball within two swings.

"Teenage Misfit!" Gwen retorted.

"Arrogant Child!" snarled the purple witch.

"Ugly Dateless Tramp!" The red head jabbed, Charmcasters face went beet red.

"S-Shut up! Like you are any better! Tyah!" And she made an upward slash! A crescent shaped beam of magic shot out shattering Gwen's shield and hitting her sending her flying. The young spellcaster hit a tree as her hoody was sliced open revealing her expanded chest! She landed on the ground and stood putting one hand over her enlarged bosom. Charmcaster who floated above gaped, then sniggered then she began to laugh loudly. "Oh this is rich! Here you go calling me dateless and here you are using the expansion spell on yourself!" She floated down and put her face inches within Gwen's a mocking sneer on her face. "So whose the poor twerp that you're trying to hook huh?" She smirked, "Is it your cousin Ben?" She teased, to her surprise Gwen turned bright red. "Seriously? Wow talk about low standards." Charmcaster said pulling away and scowling "Don't you feel like some kind of swamp dwelling farmer hillbilly doing your cousin?" She added in snidely.

"S-Shut up! He's definitely worth dating! I'd choose him over any guy any day especially with... heh..." Gwen blushed and put a hand to her cheek. "He's just incredible in bed not that you'll ever know he'd never go with a tramp like you!" The red head snapped.

"Oh really? Tell you what; I just had a wonderful idea!" Charmcaster said and she leaned in. At that moment a snarling growl came and from a bush Ben came as Wildmutt. He snarled and leaped at the purple clad spell user and the telltale beeping of the Omnitrix to sound. A flash of greenlight and Ben fell and rolled. He stopped at Charmcaster's feet and he looked up at her chuckled nervously and grinned.

"Oops?" Was his only reply, but Charmcaster smiled.

"Perfect timing! I demand a truce on a condition!" She said, Ben and Gwen blinked then looked at each other.

"Oooook..." Ben said, standing up and scratching his head, "What is it?" He asked.

"We're gonna have a bet, if I can satisfy you sexually you must become my servant and do everything I say! Don't worry I won't be like this, I'll use Gwen's expansion spell but you can be assured I'll look far better than her." Charmcaster said smugly. "However if you are not satisfied after 2 tries then I'll gladly become your servant!" She said.

"Why should I trust you?" He asked, "Not like if I win you won't just turn around and stab me in the back." He reasoned.

"Hmmm fine then," And she reached up into the air a magical portal forming and she pulled out something, it was a scroll. "This is a conscription scroll, all you have to do is sign it with a bit of your blood and I with mine and the magic will make sure we both abide by our agreement, does that seem trustworthy?" She asked.

"I say you should do it Ben," Gwen said a smug smirk on her lips, Ben turned to her.

"Can't she just nullify this contract?" He asked.

"Not unless she wants to get banished into the Dark Dimension, conscriptions are powerful far more than even the strongest of magicians, she breaks it, she buys it." Gwen said, "Beside I think you could use a servant to help you around don't you think?" Gwen teased.

"Tempting..." Ben agreed, he turned to Charmcaster rubbing his chin, "Sure why not one sec we gotta tell Grandpa Max." and the two set off Ben making sure to take off his shirt and give it to Gwen so she could hide her bust. The witch followed, making sure they didn't try anything funny.

Max set a plumber's badge on Hex who was unconscious, the badge blinked then expanded into a metal harness. He sighed and saw Ben and Gwen, he smiled when he saw that his granddaughter had his grandsons top on though he was slightly confused why she had her arms over her chest. "Got her?" he asked.

"No problem! If you don't mind Grandpa we're gonna relax a bit is that ok?" Ben asked.

"Yeah sure, could use a bit of me time myself, I'll have some Plumbers get Hex," He said and he went to the RV to get some items Ben and Gwen following suit. Charmcaster watched from a bush already having a plan of what to do. It wouldn't be hard to subdue a boy like him, she doubted the two had sex very often and even if they did he wouldn't last very long. It would be easy to make him cum twice possibly with a tiny peck of a dick too. It was utterly amazing how wrong she was on many accounts.

Ben and Gwen came out his shirt on and another hoody on her. They walked to where Charmcaster was while Max went the other way. The trio traveled till they came to a small grove, deciding it was secluded enough Charmcaster began by taking off her top her breasts jiggled free. They were a cup smaller than Gwen's but that was soon to be rectified. She also slid off her pants and tossed both aside, she looked at Ben expectantly. "Your turn," She said and he pulled off his top, he gave it to Gwen then back turned to Charmcaster he pulled off his pants, he then reached for something. She smirked, 'look at him so shy to show off his tiny... what!?' Ben turned; she blinked 2 times, rubbed her eyes and looked at him again.

Between his leg was a python of a cock, it hung all the way down to his knee. She made a note that it was currently flaccid. If she were to measure it, it would be around 11 inches long, and 3 inches thick. She didn't realize though that his dick had grown over the past months as he had more and more sex with his cousin, nor that the amount of sex would allow the two of them to fuck for nearly 4 hours straight undisturbed. They wouldn't admit but they were sexaholics.

Charmcaster regained her composure though. 'It's fine, bigger just means more sensitive, and that means he'll orgasm quicker.' And she held her hands to her breasts.

"By the way my butt is also bigger," Gwen said, and she turned and pulled off her pants to reveal her huge butt that was squeezed by cotton panties.

"Hey put that away you'll make me lose the bet," Ben said playfully.

"Oh you know you'll be doing me as soon as you win." She responded but pulled up her pants.

"Excuse me," Charmcaster said and she went back into casting the spell. She held up her hands and then muttered the final incantation, Ben though was ready.

'Let's see some good ol' Stinkfly stink.' And his body began to exude an odor. Nobody but him would smell it, but if they did all sexual thoughts and reactions would be thrown out of the window and they would try to get away from him. But Ben didn't mind, possibly a result of using Stinkfly was that he was used to the smells the insect let off.

Ben and Gwen during their sexual escapades noticed that the more they had sex the more... special things that the Omnitrix wearer could do, that normal humans couldn't. For one the size of his member was out of this world. For another his stamina was also out of this world as he seemed to want more and was even stronger for it. It was shortly after this that Gwen had a theory; that the DNA of the aliens he would turn into were slowly melding into his own.

Of course there was no real feasible way to test it, except one. It was about a month ago during sex that Ben did something unusual... his body vibrated at high speeds. The vibration was similar to when he was running as XLR8 and that solidified her theory. It also gave a clue as to the young body's prodigious length. Though she was surprised to find that Ben wasn't that much smaller before the Omnitrix attached to him, which gave her a sleepless night wondering how big her cousin was before the Omnitrix. They were given even more proof as one session Ben had been able to lift her bodily using nothing but his schlong, a terrifying and exhilarating moment, but it was clearly the strength of Fourarms. They began to wonder after that what other powers had seeped into his being.

But that's a story for another time, for now back to the fray. He watched as her breasts expanded growing larger and larger each one swelling till they were EE-cups large and perky. She then turned and he saw her butt expand as well, swelling larger and as it did she wiggled her rear making them jiggle like Jell-o they soon stopped. Her butt was quite big; if one were to measure they would've been 33 inches across. She then turned to him confident that it would be enough to arouse only for her confidence to deflate slightly as she saw he was still limp.

"Sorry but you're still too small for my tastes." He said, a sly grin on his face.

'T-The hell!? Does that mean that little brat isn't at her full size!?' this single thought made her furious, she looked at her rival and saw she also had a sly grin on her face. 'What kind of fetish does this brat have?' and she once again began the incantation. Ben smirked, in truth this was pretty big, and he was actually quite fine with it but he wanted to have some fun besides it wouldn't hurt to have an advantage to beat her.

The witches tits swelled and her ass ballooned bigger than before but as she turned her gaze to Ben she saw he was still flaccid. _'Seriously? Well someone is hard to please.'_And she made them even larger. The young boy smirked and when he saw her breasts surpassing the size of basketballs and into watermelons he stopped the stink he was emitting and within a few seconds his cock was rising up. Charmcaster gave a sigh and stopped the spell and she waved her arms as she felt the pull of her breasts. They were of comical size bigger than watermelons both could have two of her inside of them with room for slightly more. Not to mention her butt which was so huge it jutted out from her body in a very pronounced fashion. As she turned she took note of how sluggish she was, and realized she was in a disadvantage.

"Geeze Ben you are one sick little kid I mean who likes a girl with tits and ass this big?" She said sourly.

"Well you got 2 chances to satisfy me and it's better for you." He said "You get bigger tits, I got a bigger hardon" he added in; placating her, behind him Gwen stared at her resolutely.

'Note to self, when Ben wins force her to teach me how to use that spell properly.' She added in, after all it didn't hurt to satisfy him to the best of her ability.

"Alright let's get to business." He said, she nodded and raising a hand she held it up palm up and a bed appeared complete with a four poster. He smiled and got on the edge and waited; watching as she walked forward, each step visibly an effort. When she reached him she raised her giant bosom and enveloped his cock within it. She pushed her breasts tightly against it and tried to lift but she physically strained and Ben gave a slight smirk. "Need help?" He said his voice mocking.

"You saying you can lift these?" She asked, and he placed his hands on the side of her breasts and with no hint of effort he lifted the boobs up then down. She was stunned, 'This is... what the hell is he!?' but Ben was moving them rapidly his dick throbbing a pulsing 16 inch of cock meat. The tits squeezed his cock soft, hot and like marshmallow pre making the breasts slick and giving them a shining coating. The boy grunted as he felt his dick throb, and he felt his balls swell. Charmcaster smiled as she felt the dick thicken, the smile was wiped off her face when a huge blob of thick white cum hit her eyebrow and hair. Then another huge glob slapped her nose and she closed her eyes as the cum began to coat and cover her face! She waited till it stopped, which was about 20 seconds later. Her face was hot from the jizz, and as she wiped it off, she noted how sticky it was and how the cum was so thick it was like jelly.

"Well that's one for me." She said when she finally cleaned off her face, but scowled when she reached for her hair.

"You?" Gwen was suddenly behind her, "What did you do exactly? Last I checked it was Ben who was raising and lowering your tits, not you! All you did was just blow them up! He did all the work. It's his win!" Charmcaster growled.

"You know something Gwen I'm feeling generous so I'm gonna let her take it." Ben said a smug smirk on his face.

"You sure? I think you should take it." Gwen insisted an even more smug smirk on her own face. Charmcaster fumed, as she quickly realized that they were mocking her.

"F-Fine! Then let's get to the main course!" She snapped.

"Main course huh?" Ben said, "Sure let's see how loose it is," he mocked.

"S-Shut up!" Charmcaster said as she hefted her breasts then tried to stand.

"Need help?" the alien mixing pot asked.

"N-No!" She insisted she stood up she then turned and bending forward she raised her butt to Ben ready to place his dick into her wet folds, her rival looked thoughtful.

"Hmmmm let's make this easy." Gwen suddenly chimed in. "You have 2 chances to make Ben cum, however if you get tired before making him cum you lose a chance. And that means if you get tired 2 times, you. Are. His." She said a singsong voice near the end, "slave." And that word seemed to echo around the clearing. "Does that sound fair?" She said in a voice dripping with sweet yet poisonous honey.

"Sounds fair to me." Ben said.

"Y-Yeah." Charmcaster said quickly realizing that with her current weight she would tire very quickly, she could already feel her huge butt was touching his slick, sticky head. She raised it higher shuddering dreading the moment she would lose her virginity. Suddenly she felt hands on her butt and before she could protest Ben had pulled her down and onto his length. She froze her hair standing on end her mouth opened to emit a soundless gurgle. Ben had sunk his entire 16 inches into her not only utterly obliterating her hymen but sinking straight into her womb and was now pushing it up against her skin slightly.

She recovered after a few seconds and squirmed her butt grinding into his legs slightly. "C'mon I'm not gonna do the work this time." Ben said and she scowled and she stood struggling slightly with her bosom and butt pulling her down, then came down grunting as the cock slid in with it's massive head scraping her inner walls. She raised and lowered herself slowly gaining speed somewhat using little momentum to jar her body into movement. The young hero was leaning back enjoying the view of the massive meaty butt cheeks raising and lowering and enjoyed as they jiggled when they hit his hips. He would give an occasional thrust which would elicit a small grunt from her. He otherwise relaxed, as she kept raising and lowering herself.

But it wasn't long till Charmcaster was panting, sweating profusely her body practically shining with sweat. She was barely 5 minutes into it and already she felt like she had done a 1 mile Marathon. She strained when she stood and her abs were stinging with pain and her legs were stressed beyond their normal capacity. She rest on his legs her huge butt slick and sticky with sweat and sweat dripping from the tip of her nipples. Her head was lowered small droplets of sweat dripping from her disheveled hair.

"That's one," Gwen said suddenly cutting through the air like a hot knife through butter. Charmcaster looked up to see Gwen smiling.

"W-What!?" She said bewildered.

"Look at you! You're taking a fucking breather and I think Ben fell asleep you were so lame! That's a loss for sure." Gwen said.

"Almost fell asleep Gwen," Ben said raising a hand up, "But other than that you're right she loses and she was lame." Suddenly he grabbed her butt and pulled her up making Charmcaster give an involuntary shriek.

'This is totally embarrassing I'm being owned by some... some...stupid filthy ten year old brats! I can't lose I have to-!' but she was cut off when suddenly she was pinched on her butt. She squeaked, blushed then looked at Ben she then realized that he was hidden by her bust. It was then she also realized that she was on the bed in a cowgirl position.

"C'mon Charmy ride me!" He ordered she gritted her teeth at the nickname, but she had no choice but to follow through with her gamble, she would just have to be careful to avoid getting tired or taking too long a break. A poke on her butt, "I'm waiting." He said now sounding frankly irritable.

_'fucking brat,'_she mentally growled and began to move using her hands as leverage to gently raise and lower her body. It was easier to lean in and have her breasts smother his face and just raise and lower her bottom. In fact it was so easy that she allowed her confidence to jump up a bit. However that would prove to be a grievous error. She felt lips latching onto her nipple and felt the rough tongue of the young hero licking it she shuddered, cursing the sensitivity of her body and tried to keep going moving slightly faster. But the more she moved the harder it became to ignore the sensations spreading from her breasts. She bit her lip as she felt a hand on her other breast start to squeeze and mash it with skilled precision.

She couldn't believe how aroused she felt, her pussy was throbbing and her body becoming hot and sweaty again. She bit on her tongue to stop the sound of arousal from gurgling out of her throat. "I think she's getting tired Ben," Gwen's voice cut through her concentration and remembering what she was doing went back to raising and lowering herself ever silently cursing these sex fiends. She winced as she felt him bite the nipple and pull it while his hands were messing with her breasts and clit. She was fighting it hard, her orgasm was building in her as he pinched and rubbed her clit he was displaying a level of sexual skill that no 10 year old should reasonably have.

Her body trembled her eyes began to roll up and her mouth opened breathy gasps emerging from her lips. A blush was on her face and saliva was dripping from the corner of her lips. 'N-Nooooo... I can't cum... I can't have an orgasm before this... little toad!' but then he thrusted up and pinched her clit. "Nooooooo!" She cried out as her body stiffened and her juices spilled out onto his legs and the sheets of the bed. Then she collapsed onto him and laid there angry tears streaming down her face. With utter ease he pushed her off of himself and sighed and rotated his head his neck popping slightly.

"God you're so fucking boring," He said, "Alright then, now you're my slave so for my first command I need you to summon a bottle and then shrink yourself in it." He said getting up and walking to Gwen who blushed and she embraced him warmly. Charmcaster got up, with difficulty, and glared at him.

"Fuck you... I'm not doing this shit I'll kill you right now!" Suddenly she raised a hand and opened her mouth and spoke... but nothing came out. She gasped, and tried to speak again but again nothing came out. Then Gwen smirked and she moved out of the embrace and held up a hand. A scroll appeared and rolled out.

"Remember this? This is the contract, if you remember you signed this little sucker, you are bound to it forever or until Ben decides to negate it and I seriously doubt he will. If you try to resist the contract you won't be able to speak nor will you be able use any magic whatsoever but if Ben just touches it well... you get the idea. So you gonna come quietly or you gonna struggle?" Gwen said. Her rivals face screwed up in a hopeless yet defiant grit and she raised her hand again. "Ben?" she held the scroll to her cousin and he touched it the scroll glowed and a golden light emerged and slammed into Charmcaster's chest.

"You know cause you gave me so much trouble, make yourself a ten year old maybe that'll make you a bit more... interesting." He commanded, she grunted then felt her body begin to shrink and compress her mouth opening speaking the magic spells a bottle appeared above her that seemed to grow but she knew she was shrinking. Smaller and smaller till the bottle came down and a lid appeared with holes it was put on the top and then screwed itself shut.

"Cool it's like having a bug!" Ben said, and he approached the bottle. He crouched and saw Charmcaster, she looked around his and Gwen's age her parts having shrunk down to what his cousin normally had as far as assets went and she beat the glass angrily with her nude self.

"I swear to god when the first baddy kills you I'm gonna fuck your dead," she shouted. He frowned at her squeaky yet clearly audible voice.

"Geeze you are gonna be very annoying very quickly huh?" he said.

"Also fuck his dead body? That's even grosser than what we do... you got a really sick head girl." Charmcasters face turned redder than a beetroot.

"Ugh that painted a horribly image in my brain." Ben said, as he processed it and his dick became limp rather quickly.

"Awww now I gotta get it up again." Gwen pouted, she went to her cousin and pushed him onto the bed and kissed him hotly, his dick throbbed and rose slightly she felt it gently touch her butt and broke the kiss. "Almost there." She said in a lovey dovey, sing song voice. She got up and pulled off her pants and panties and going back down she rubbed her butt up and down, her cousin's cock sliding between her huge buttcheeks.

"You really like hotdogging don't you?" he said she stuck her tongue out peevishly and he kissed her again. She kept raising and lowering urging the length onward. She felt it throb, she pulled away and smiled she turned her head to see it fully erect. "As if it was magic," he teased.

"Mmm the best kind of magic," She purred, she raised her bottom high then brought it down and she shuddered at the familiar, pleasurable feel of his cock sliding into her. His hands reached up and grabbed her ass mashing and squeezing them with practiced ease.

"Hey why aren't you being bigger?" Charmcaster suddenly demanded.

"Because I'm quite fine with her being this size," Ben said, "We were messing with you earlier when we said I liked bigger, well I do, but again we were messing with you." He informed and Gwen clicked her tongue.

"Mmmm after this make her teach me how to control it better and I'll be bigger next time." She suggested.

"I like that idea," he acknowledged, "But let's get to the sex," He said and he began to thrust up into her and she raised and lowered her bottom assisted by Ben. They kissed again as they moved in perfect synch Ben reveling the jiggle that Gwen's butt made. He kept pumping into her then he rolled to the side and was suddenly on top. His cousin raised her legs and wrapped them behind his butt.

"Your close aren't you?" he nodded, "I want it all," She moaned and he smiled and gave a powerful thrust his hips hitting hers and sealing her as he began to fill her pussy and womb with hot seed. Charmcaster gaped as she saw Gwen's stomach suddenly start to expand. Ben bit his lip as his balls churned and squeezed emptying themselves of any and all cum that they possibly could. Within a minute it was over.

"Good god you two are absolutely sick! What if she got pregnant!? Geeze if anybody found out about this you two would be in serious trouble!" Charmcaster said, Ben pulled his dick out, Gwen's labia was puffy and spread open but she quickly put a hand over it to prevent any cum from spilling out. "Ugh disgusting you want that crap in you? Really?" the orange haired girl looked at her cousin.

"She's getting very annoying." She growled.

"I'll make her shut up," He agreed, but stopped when she raised her hand.

"I'll take care of it." She said and winked he blinked but shrugged and reached for the bottle and held it up to his cousin. "Open it up," She ordered and he did so then she stood shakily and walked over the open bottle he snickered then bursted out laughing.

"Damnnnnn that's evil Gwen!" He said.

"An eye for an eye," she said sticking her tongue out at him playfully.

"What the hell are you-!?" Charmcaster began then she looked up and her face paled. "Oh no! no, no, no, no you sicko hell no! I said no! Fucking-AGh!" Gwen lowered her hand and as she did the hot gooey cum that had been pushed out by her womb began to splatter into the jar and the tiny villainess ran away from the opening but had to gag at the smell of juices and cum mixed together. Gwen let it fall till it was up to the tiny captives shoulder. Her face was slightly green and she was shuddering at the slimy gooey, substance in the bottle with her.

"Now shut the fuck up and maybe I'll be nice enough to give a bath later." Ben said and the two laughed as they set the bottle back down and closed it and returned to their lovemaking. She kissed Ben again and he responded back the two were on the bed again and after some twisting and turning they were in the doggy position. Ben's dick pounding into her asshole her butt rippling with waves at the force of his thrusts, he then pulled her up and then slid to the side and was standing with Gwen suspended in the air. He began to thrust harder like a jack hammer with almost the same speed and force.

"Fuck yes, yes, yes, yes!" Gwen howled and then Ben slammed in hard and once again unloaded his heavy load into her. The orange head rubbed bloated belly lovingly. "Mmmm one more?" She asked and he smiled.

"You're insatiable." He said.

"So are you," she panted and kissed him again.

'Ugh this is the worst day of my life...' The white haired witch thought as she was forced to watch them fuck again and again and again. It was unbelievable that they had such sexual stamina, it wasn't until an alarm rung from Gwen's watch that they stopped and tidying themselves they went back to Max. Ben grabbed the bottle and stuffed it into the hoody's pocket and Gwen grabbed it and placed her arms so it seemed like she was making it bulge.

-The Rustbucket-

---

"I was wondering if you kids were ever going to come back we gotta hit the road soon." Their grandfather said sounding annoyed, "There's trouble in the city apparently. You guys ready?" He asked.

"Born ready," Ben said smiling.

"Always ready!" Gwen affirmed.

"The let's hit the road!" Max said and he was in the Rustbucket starting it up and activating it's high speed form. Ben and Gwen went to their beds and placed Charmcaster in a hidden space that Uncle Max wouldn't look at.

"Remember little Charmy," the brown haired boy said in a low tone, "if you behave then you'll get rewarded but if you misbehave that's very obvious what happens there. Got it?" He asked and she could only nod grimly. "Good, see you in a bit." and he subjected her to the dark unknown.