Bentea TF

Part 1: A Crazy Idea


Attea chaffed in her plumber Jail suit, Not 4 hours ago Ben had caught her trying to capture him in his sleep, mercifully that night he was a light sleeper. He and Rook walked up to her cell to get answers after a much needed breakfast “Ok Attea, why do it? I thought we were done, you weren’t invading earth, you got over Bullfrag, and then I catch you trying to cuff me in my sleep”

The Incursean chuckled “see when I said we’d move to last year’s boarders, I never said we wouldn’t change’em this year, and nabbing you was twofold, I get the biggest obstacle outta the way first, and keep you out of harm’s way. Then when the invasion’s done I wake you up and give ya the world on a string as a gift.”

“And you just assumed he would simply accept that and be your personal concubine?!” Rook asked incredulous at how short sighted it was

“An Empress has to try~”

Ben laughed at her now “Well guess that plan is down the tubes now, Have fun negotiating your release with these charges and confessions.”

Attea smirked and added “I also have the invasion set to go on without me if I don’t come back in the next… oh what would it be now? About 20 hours now, and they’ll know you have their Empress prisoner so they’ll be fighting even harder!”

Rook tried to retort “She’s bluffing, we held the Incurseans off once before.”

“Only barely kitty boy, and that was with a bit of help from me, Remember~”

Ben then held his head in his palm “Crap, She’s right… unless… Rook I have an idea“ He pulled his friend closer out of Attea’s earshot “What if “Attea” could still help us prevent this invasion too?” he proposed with a sly smile

“Ben, she can not be trusted, the moment we release her she will simply spear head the invasion herself.”

“And it’s happening anyway if we don’t but I have an idea that doesn’t need her to leave that cell, we just need to cut a deal with someone we can predict much more easily….”

Ben led Rook to another cell, more isolated then Attea’s, in it resided what looked like a white haired, red eyed copy of his 11 year old self, this was Albedo, a Galvan who had crafted a bootleg of the Omnitrix. Alas one thing had led to another and he was now stuck in a gene damaged copy of Bens form, His eventual attempts at revenge resulted in his current De-aging. He glowered at the duo as they approached “Come to humiliate me even more? My current state isn't enough?” he growled with a mouth half full of cheap prison grade chili fries.

Ben tried to be diplomatic with his doppelganger “Here to strike a deal, I need the Omnitrix to turn me into a specific individual”

“And I get what in return?”

Rook showed the data slate describing his compensations as he described it “A shortened sentence and we will put in a positive word to Asmuth to try and restore you to your Galvan form at least.”

The Fake Ben pondered for a moment before deciding “It’s better than nothing, Throw in something better than these crappy prison fries and I'll do it, who do you need to turn into?”

A few Minutes later Albedo was escorted to a lab under guard, presented with a DNA sample of Attea and more importantly, a copied neural impression of her mind, Albedo stated that this was vital to their plan working. The needed modifications were closely monitored by Blukic and Driba, who though Dumb by Galvan standard had an Edge over Albedo’s currently human brain. In 3 hours it was finished.
“There you go Ben, Just Turn the Dial to your Incursean form and her’s should show up under it” Albedo claimed with a hint of pride in his voice.

Ben scrolled to it and found a small vertical slider on Bullfrag’s icon, not unlike how he switched between Murk and Purk for Upchuck. Scrolling down he saw the distinct Icon, gulped and pressed down, saying “Here’s goes nothing”

however nothing seemed to happen, the Omnitrix simply blinked, "Is that it? Albedo did you break it!?"

"Relax Tennyson!" The diminutive doppelganger barked at him in a familiarly bratty tone to Ben "Much like the Evolutionary Function
on the Ultimatrix, this isn't original design intent, it's going to take time to assimilate the specific gene template and neural imprint, you'll be the royal brat in no time." He pouted in a "So There" manner.

Ben Sighed "Great it's Benw-Blitzerwolf all over again..."

"Blitzerwolf?" Rook Questioned

"Long story, short version, the first time I turned into that one it took its dear old time, made me think I was turning into a werewolf"

"This may be for the best. It gives us time to plan your insertion with Magister Tennyson." Rook mused. "Oh, it seems to be working already."

"It is? " Ben grabbed a reflective metal plate in the work area to see that indeed his skin was turning green "Oh man... I'm going to want to be in private, also I guess I'll need Attea's stuff..." he requested with a resigned sigh.

Rook gave him a box with everything Attea had on her, her clothes, a Biometric Transmitter, an energy pistol and a set of stasis cuffs, letting him discreetly change in a private shower cell. Ben Stepped inside and shut the door just as his hair started to recede back into his head, over the next hour he felt his skin become slick and moist as Attea's markings appeared, Running from his head and down past his shirt to his back, at this point he took it off, noticing the barest impression of Attea's breasts. He couldn't help but lick his lips, with a now frog like tongue as he watched his naval slowly vanish into a smooth amphibian belly with a tight athletic core of muscles.

He couldn't help but get stiff at the sight of her lithe form as her facial features settled into place, Ben slid the pants off just before the hips began flaring out. Setting the clothes aside, he felt a bit dried out and turned on the water, as the refreshing droplets hit his skin he felt unable to resist teasing his hardened member even as it receded, alas climax would have to wait as he felt a lurch in his gut, his organs inverting and reshaping into a proper incursean female system. Ben panted and sighed in fatigue as the Omnitrix receded into his body and formed where the belly button would have been. He.. well now she recovered from the final changes, looking at herself she was an exact clone of Attea, she took a moment to check her mind, behind a mental wall was Attea's memories, Ben could look on at them through a metaphorical window of sorts, secure and accessible, perfect.

She couldn’t help but take a moment to admire her unclothed new form, her supple curves, the smoothness of her skin, the color of her eyes, she was pretty damn se- shaking herself out of that moment of pseudo voyeurism, she toweled off a bit and dressed up into Attea's clothes, pocketed the items and headed out to meet Rook and Max, a total of 5 hours had passed since she had entered the cell."

Rook was the first to see her and asked “How does it feel Ben?”

“I can deal with it, I’ve turned into weirder things, that imprint's working too, I’ll be able to know the basic codes and stuff, even give a good impression if I have to, Oh one more thing. Command Code 1010 Tennyson Benjamin Engage Life-Form Lock.” The Omnitrix sign flashed under her clothes for a moment and went dark, disabling the timer and keeping her in her current form for as long as she'd need.

After making sure the real Attea wouldn’t hear about this, they went to plan with Max.

"You sure you're okay in there Ben?" Maxwell asked his altered grandson.

"I'm fine Grandpa, so what have we got?"

Rook started "So far the plan involves faking Attea's Near capture at the hands of the plumbers, Then you use the access to her genetically locked transmitter to order yourself evacuated."

Ben looked a bit skeptical "these Bozo's would expect her to just wanna strike back harder for that, I got it, I'll bluff'em by saying we built a new Anihilaarg."

"Do you really expect them to believe that?" Rook asked.

"They don't have to, they just need to believe that "I" believe it." she explained as she jokingly held her hands into a typical "villainous clasp"

"Ben, Rook, just for the record, I don't like this plan, it's too messy, and we haven't even worked out an Evac plan to get you out of there."

Rook offered his superior a sympathetic tone "I do not like it any more then you Magester, but if we take too long the Incurseans may get suspicious of "Attea" or even worse, become impatient."

"Fine, We'll set up a squad to put up a fake resistance to Ben's "escape" and Ben, Stay safe please."

"I'll be fine grandpa, could even be fun while it lasts."

Approximately 40 minutes later the Incursean stealth skimmer that had dropped Attea off was alerted via her personal transmitter, biometric locks all checked out, it was the real deal alright, on screen he saw her frantic, pissed off face and numerous beams zipping about her head as she was running “This is your Empress, the Invasion is a total write off! The Plumbers found me and these maniacs have a prototype Anihilaarg!”

“Y-your Highness! Are you sure?!”

“Are. You. Questioning. Me?”

“N-no! I just thoug-“

“YOU THOUGHT!? I Got Plumbers on my ass right now! Beam me up and warp out before I have you blown into deep space!!!!

“Yes Your majesty!!” The poor pilot shrieked as he locked onto her coordinates and beamed her up.

The Pilot watched Attea materialize on deck, her clothes singed and torn, her face looked utterly done with this day as she walked to the command chair, plopping into it hard. Though out of breath, Ben cheered internally at how easily playing the role came to her… him, him in her body… whatever, either way, she was in for a bit of a long haul now, she supposed she could have a bit of fun with her currently royal status until her pals could get her out of there....



Part 2: Settling in



The trip back Attea’s capital ship was dull and uneventful, as they docked with the Imperial Flagship “Rising Nova”, the Pilot remove his helmet, Ben looked at him with momentary surprise, gone were the wrinkly, sunken features she had expected of the common Incurseans.

Instead he was a youthful pretty boy, not strong looking by any stretch, very much submissive and still the same aside from better looks, as they made their way inside the flagship a number more greeted her with bows and salutes depending on rank, all of them shared the pilot’s new aesthetic. Ben had to rifle through his copy of Attea’s memories to find the reason, along with the driving cause for this new set of planetary conquests from the start.

 As most Incurseans were born via cloning vats, their Genetic template had worn out over the years, combined with a rather poor diet to result in a mostly stunted, unhealthy populous, Royalty being an exception with their well fed males and aesthetically pleasing females, Attea grew tired of looking at such ugly runts and had decided to conquer alien species that could possess genetic traits that would help make a more healthy species out of her subjects, the idea of simply asking for gene samples having never occurred to her.

Though they were already benefitting from the better health, Attea’s reasons were still purely selfish. All this so she’d have an empire of eye candy to enjoy, and she wasn’t done, her goal it seemed was to have an Empire of Loyal Incurseans on par with Bullfrag.

“You’re Highness?” one of them asked, having noticed that she was just standing there for a solid minute.  Ben salvaged the masquerade through attitude “For crying out loud I’m tired and sore! Can I take some time to recompose myself, in fact, this whole Ordeal has me dried out, I need a bath and a new outfit, get them both ready pronto!” Even if they were the bad guys Ben still felt a pang of guilt at abusing them; however in character it was to do so, though a more petty side of her did enjoy watching them panic.

Sifting her memories once more for directions she headed to her royal bath chamber, she wasn’t lying when she mentioned being dried out, being an amphibian she’d need to remember her moisture, the humidity of the ships helped already but with the stress of holding this charade meant she’d need the alone time for real.

She slipped herself out of the deliberately ruined clothes and into the bath, finally alone and in private. No one would dare question how long she wanted to be in there, hell she owned the entire species as it was…. She’d need to be careful not to abuse it…. Well at least not too much. But slowly, as she relaxed in the water such thoughts vanished from her mind. The ceiling of the bath chamber had a mirror for Attea to admire herself with, the little narcissist… sexy little narcissist…

It felt kinda wrong to do this, but curiosity took her as she started to feel herself up, fondling her tits, she bit her lip as she teased the nipples, working on Attea’s muscle memory, her body effectively knew how to pleasure itself, slowly rubbing down her sides until a finger found her snatch, from behind the window images and recollections of this sensation assaulted Ben as she felt it for the first time. Fingers rubbing her clit and tenderly working into her warm nether lips, she wondered for a moment how a cold blooded alien could feel this hot, but she stopped caring about that in the moment. Attea’s fingers knew what to do, just let them do their work; her bath chamber echoed with the long throaty moans of an orgasm not long after, climactic juices mingling with the bath water.

Ben rose out of the water, removing the excess moisture as shame set in at what she had just done; She hastily reclothed, making sure to keep her midriff hidden, lest she blow her cover.

She made a bee-line for her neighboring bed chamber to crash for a much needed nap.

Said bed room was the typical posh royalty bedroom with King sized bed and silky curtains around the bed, she had a giant vid screen for both communications and access to Galactic TV, but none of that mattered right now, she could indulge Attea’s luxuries after sleep. She crashed into the cushy bed and passed out.

Ben was back home, He was himself again and  was relaxing with some smoothies and Chili fries just like he liked on a good lazy day. He was about to turn on a game when he heard a tapping. To the side of his room was a glass window, behind which was Attea’s prison cell, why was th- he remembered now, He had requested to transfer her to his place for rehabilitation.

“Ben~ could you lemme out of this cell for a bit~” Attea asked him in the sweetest voice she could muster, still in her prison uniform. Her tight… clingy uniform….

Ben had considered many times before, but hadn’t trusted her, for some reason this time felt different though.

“Alright, but no leaving my room, got it”

“Oh I’d never wanna leave you~” she smiled as Ben opened the window and let her into his space.

Ben being nice to her as a reward for how much she’s helped already handed her a second player control booting up a game, it was a recent one made about him, for once they asked him to oversee it and it wasn’t a trap. As they played together Attea started sliding out of the uniform, she’d made no secret of how stifling it was. Ben didn’t even flinch, already familiar with her form.

“Sorry I don’t have any clothes that fit you, I can get some later if you like.”

“Nah, I kinda like this, being exposed to you~” she batted her eyes at him, heaven help him she knew how to get under his skin.

Ben started losing focus on controlling himself in the game, Attea put it on pause.

“Something the matter Ben?”

“N-no, nothing at all”

“Why’re you sweating then?”

“J-just- I’m.. uh”

“I’m distracting you aren’t I?~” she licked her hips hungrily at him, looking right into his eyes, into his soul almost.

“Attea I thought you were only into Bullfrag… I mean… I guess if you’re being so nice I could-“ before he could go on, Attea shushed him with a finger to the mouth.

“I want you Ben~ All of you~ which means I start with the real you, Take me now. I’m you’re prisoner, your pet, your thing, use me~” leaned back in a submissive gesture, that’s right, she belonged to him, she was at his mercy and what he said went.

Ben took the lead and kissed her roughly, she returned it with an eager hunger for him her tongue was godly in his mouth; he wondered what else she could do with it. Before he even noticed he was already stripped naked by the dutiful amphibian, such a good girl deserved a treat~”

Ben broke the kiss with a gasp for breath, a thin trail of saliva still connecting their mouths.

“Hungry girl?~” Attea nodded

“Then I think you know what to do~”

Indeed she did, peppering his clean hairless body with kisses down until she met his erect member, above average for his species at a healthy 7 1/2 inches long. Her long tongue licked at his manhood with untold skill, throbbed and twitched, another gasp escaped his mouth as he writhed in pleasure, and that was before she put her moth to it. Her tongue had already wrapped it up completely and now her mouth was swiftly enveloping his meat. His hips twitched and thrusted into her mouth, and even as he held her head, seemingly dominating her, they knew on some level, he was putty in her hands. She let him reach the back of her throat just in time for him to gush a pent up load of seed into her belly, she pulled back to savor his salty taste as he flopped back against the floor-

Bentea nap jerked awake with a start, having accidentally awoken from her rather vivid dream.

“Aww man, it was just getting really good… “ Ben bemoaned, “Damn sleep spasms...” she grumbled, bothersomely aware of just how moist she had gotten in her sleep as well. Ben worked out in his mind that this girl’s body was as needy as Attea herself was and probably used to being just as spoiled. Errant desires to attend to it flitting in and out of her head, she could suddenly recall that Attea had recently made use of some sterile members of the newly remade incursean males to attend to her needs, a memory that Ben instantly shot down and tried to look away from in her mind, not only that they were puny compared to her human self.

With a hint of reluctance, Ben pulled her soiled clothes off to attend to the matter with bare hands once more…




Part 3: Meet the new Boss



Time passed, Ben used her Authority to call off the invasions, under the premise that she didn’t want to make an enemy of the Plumbers with the possible chance that they had a new super weapon looming over their heads. While most would question the concept of the plumbers having any use for a weapon of mass genocide on that scale, The Incurseans were small minded enough to assume most races wouldn’t hesitate to flex their new muscles at the slightest excuse, after all it’s what they would do.

Without any communication to her real friends, Ben realized she’d have to make herself comfortable in her new skin for real. So that meant getting over a few things, like her body’s desires. This took a while, but slowly she let Attea’s fantasies invade her thoughts during private moments of self pleasure, about 3 weeks in she remembered that Attea had a catch of sex toys, 3 days after that she remembered the combination to the safe they were in. Shortly after that, she started indulging in watching her collection of alien pornos of various stripes.

She’d still have the same recurring dreams, Ben minding Attea, always ending on a steamy note of intimacy, so vivid and real.

Back in her usurped duties Ben would constantly order the conquered worlds they already had to be treated better, initially under the pretence of “making Happier slaves” No one dared question her on it. 5 weeks now and she was Contacted by Princess Looma Red Wind on her Room’s Monitor, interrupting some tacky Maxatomar made Comedy she had gotten into recently.

“Attea, long time no war.”

Ben had yelped at that before remembering that, whenever they weren’t at war Attea and Looma tended to act like gal pals, albeit bickering one.

“Hey Looma, been a while since we talked, what’s the occasion, you ain’t declaring against us already are ya?”

“Oh not just yet, I was feeling in the mood for a short little vacation from all this royal responsibility and thought what better way to spend it then with my favorite potential enemy~” Looma chuckled back, taking the hair’s breadth their species were from war in complete stride.

“So… Girl’s Night? Where ya thinking? Needs to be neutral space where you don’t prune up and I don’t dry ou/t”

“Well Attea I was thinking maybe Terradino, mostly temperate, lots of exotic natives for me to spare with, and you to enjoy the spectacle of, or perhaps Luxoira, it’s a Thep Khufan founded colony I learned about that’s become a gambling hot spot, as well as a number of Indulgences, both legal or otherwise.”

“Screw the Wilderness; take me to the mummy resort planet girlfriend!” Ben blurted out with a grin, stopping as just a bit too much of Ben was in that one, Looma fortunately didn’t seem to notice.

“I’ll be there at Dock 543-G in ohhh I think 4 days, should be ample time to clear your schedule for it, see you soon, and remember, if you use this as a trap I’ll have you stuffed and mounted in my trophy gallery~” she threatened with a chipper wink as she ended the communication.

Ben immediately collapsed, both frightened and a bit thrilled by the thoughts of what was to come, partly questioning why she leapt at it so eagerly.

It was time for sleep now anyway though; she changed into a comfortable night gown and crashed into her bed.


The same dream again, Ben in his room, “Dominating” a tamed Attea, but this time was different, over the weeks it had played out like this, every few nights, she’d have this dream, a new position for Ben to enter his alien fuck buddy. This time was new though, this time Ben was female, a human woman that Attea still loved; being a Dream she didn’t question it, if anything she felt even more in control of things some how. All pretenses had been abandoned by this point and they moved right into the sex.

“Gotta Say Ben, you wear womanhood really well~”

“Well, figured you might want a new flavor, you know how to use that tongue still right?~”

The Amphibian just giggled, as their clothes came off, she swiftly got to work on Ben’s nipples, she was a healthy C cup, almost a match for her own tits. Pleasure flared up in Ben’s body as she felt herself leaking, a finger swiftly finding a home in her warm nethers. Ben Mirrored the motion best she could, unused to being unable to simply screw her normally, despite her better understanding and command of womanhood Attea still played the role of sub, kindly guiding Ben’s motions and giving her a crash course in “Yuri for dummies”

Soon they slid around into a 69 position, effectively making out with eachother’s slits, alas Attea had Ben beat in this department with her supreme tongue work. She sent her “captor” over the edge in a matter of minutes.

Bentea woke up again with a start, she was still in her gown, but her tongue had slipped under in her sleep, licking at her own slit while she dreamed. Slightly mortified Ben slurped her tongue back into her mouth as swiftly as she could. Having had a giant taste of her own feminine juices…. Not bad all considered…

For now she had to take another shower to feel less dirty before she started planning her meet up with Looma.