It turned to early morning, Ben was still sleeping in bed, dreaming of many random things. Of course that means trying to control the many wet dreams he's having about his various lovers, making sure none of them didn't make him ruin his sheets. These dreams ranged from Papi, Suu and him kissing each other in a cozy bed, to Mero and him singing to each other as he held her lovingly and passionately in a hot tub, to even Rachnera and him doing bondage on each other. All of which he had seemed to enjoy fondly, despite being a bit stung in the bondage one, though one girl kept popping up in his mind.

His older Centaur sister Centorea Shainus, Ben would occasionally dream of Cerea being very affectionate with him. Be it simply hugging his face into her chest, or even trotting along a path with him on her back while the two of them singing a song. Though for some reason he wanted to dispel any thought of romance between them, since she saw him as more of a little brother and he didn't want to make it awkward on her by saying he had a crush on her. Which was the unfortunate truth.

And worst of all, he can't seem to push it out of his mind anymore, every time Cerea pops up in his head Ben starts to fantasize about her. Which is what he was dreaming of right now, "oh master, come to me master" his dream mare said in a seductive tone. "C-Cerea! I-I thought I was only you're.. AH?!" He was saying before she grabbed him. "I'm sorry, but I can't hold back my feelings any longer master, I always see you so happy with the others. Why won't you show me your feelings to me, I'll love you just as much as they do!" She said giving him kisses all over his body. "Mmm" he groaned in his sleep, just when the two were about to make out he heard his alarm clock, "grrr..." he reached around in an attempt to hit it, mainly its snooze button.

Instead of his clock, what he had hit was something unnaturally soft, but familiar, 'huh, what am I grabbing?' He thought feeling a bit more. He squeezed it, held it in his hand, even juggled it a bit, Ben knew whatever he was grabbing felt familiar. Once the shapeshifter opened his eyes he realized, he was grabbing a girl's melon, and not any old b oob, but the b oob of the very girl he was dreaming of. "Gah?! C-Cerea!" He yelped waking up, "good morning master, I was asked by sir Kimihito to get you from your chambers. You seemed to be irritated by your alarm so I decided to give you something nicer to grab" she said blushing a bit. "U-uh thanks, I'll be down in a bit" Ben said, she nodded and took her leave.

"Man that was awkward" he said changing his clothes, not noticing a few spider legs pass through his window.

Later on

Ben was now in the dining room, gently cradling his and Papi's daughter, which he affectionately named Kiki, as they ate while Rachnera was formally introducing herself. Most of the household was kind enough to accept her in, all except Miia who was reasonably worried since this new woman seemed to be very affectionate with Ben.

"Okay spider" she said getting the Arachne's attention, "just what is your intention with my precious little brother?" She asked, the venom in her voice blatantly obvious. "First of all, my name isn't Spider, it's Rachnera Arachnera. Second of all, my intention is merely repaying him, he had improved my view on humans with his honesty. So has your darling" she said making the snake girl upset.

"Hey! Don't think you can put moves on my Darling!" She said, "oh believe me, while our host here is very nice and quite handsome, I have no romantic interest in him" Rachnera said making her grit her teeth. "Well, thanks at least for the compliments" Kimihito said hesitantly trying to c all Miia down, "besides, the only one I can see as a worthy romance would be" she then pecks a certain brunette young man on the cheek as he was giving Kiki her bottle. "This little cutie holding the adorable baby" she said making Miia even more mad and caused her to leap at Rachnera "HOW DARE YOU KISS MY PRECIOUS LITTLE BROTHER ON THE CHEEK!!! Why I oughta!!!"

In a flash Miia was tied to her chair, with Kimihito shocked at how fast the Arachne moved, "now now, let's not go attacking friends here" she teased, then with a snap of her fingers made a web hammock for Papi and Suu to play in. "Wehee!" Papi cheered swinging around "You're the best Rachnee-san!"
"Oh how cute." Rachnera laughed.

"You two are no help at all!" Miia yelled at the two after Ben and Kimi untied her. "I never planned to meet another person from the sea." Mero smiled, "I'm a Spider not a Crab." Rachnera laughed.
'At least she's getting along with most of them' Ben thought as Miia held him protectively, "hey now Miia, I know you're looking out for Ben, and while I also feel the same about this whole situation. But we also have to remember that Ben isn't any normal kid, he can handle himself" Kimihito reminded her.

Miia didn't want to admit it, but she had to agree, Ben was pretty strong and powerful for his age, she just never had a little brother, a few sisters but never a brother. When the Omnitrix bearer entered her life, his past and his loneliness made her very maternal and she couldn't help it. "Well, I guess you're right" she said reluctantly as she let Ben go to help Papi with Kiki, who started to get fussy. "Plus. I honestly don't think Rachnera wants to hurt him, I do think she wants to have his baby, but I'm definitely sure she has no intent to harm Ben" Kimihito added on.

"I'd strangle anyone who dare hurt my Honey here in my webs" the spider like woman declared making a few of her web strands visible with fire in her eyes. "R-right" Miia said wary of the silk.

"Just so you know." Cerea told Miia "I have no qualms with Rachnera being here, just as I had no qualms with Mero" she said drinking some tea. The group then heard a small burp and looked to Ben, he had apparently finished feeding Kiki and burped her when he was done. "Oh full now sweetie?" He asked bouncing her, she nodded smiling, earning an "Aww!" From the table. "Okay, now that Kiki's full I'll just take her back to her cradle" he said standing up.

The trip back wouldn't have been difficult, had it not been for a certain someone pushing his head against the wall with her busom, "ah, Cerea. Kinda hard to move here" he said "oh my apologies" she said backing off. "You feeling okay Cerea? Just asking as a concerned friend" Ben asked, "yes I'm perfectly fine, I just thought I'd accompany you back to ensure the baby arrives safely in the event you trip" she explained. "Well thanks, but I wasn't heading to my room just yet" he said gesturing to the bathroom, "I was gonna check her diaper first, so I have to go to the bathroom" he explained. "O-oh, I see. My apologies"

He then went into the bathroom, true to his word Ben did want to check his daughter's diaper, which did have a wet spot in it. But he also did it to evade Cerea, he knew he had a crush on the centaur and while he loved her, Ben was really nervous about her current behavior. 'This is really starting to feel weird, I mean, I like how she's being a bit more close to me, but she's also been acting a little off' he thought giving Kiki a fresh diaper. "There we go, nice and clean" he said, "hello there" he heard a familiar sultry voice say.

Looking up he saw Rachnera lowering herself down, "oops, sorry, didn't know this was occupied" he said blushing, "wasn't doing anything really. Just setting up some decor webs, but so long as we're here" she then grabbed Ben and started kissing him. "Mmm! W-wait! There's a baby in here" he protested as she didn't let up her kissing. "Relax, she doesn't know what's going on, plus I've already blindfolded her" Rachnera was right, the baby had a blindfold made of spider silk over her eyes. "Now, let's get intimate, I know you've been wanting to practice some of those bondage moves recently" she said as he turned bright red.

(Mini lemon)

She then pulled down his pants and began blowing him, causing Ben to moan while covering his mouth, Rachnera smirked at that before using her webs to hoist him into the air as she continued to suck him off. Then stopped before using her chest to massage his rod, before the shapeshifter could let out a peep though she silenced his mouth by kissing him.

She continued on with her treatment before he let out a strong moan and came between her knockers, the Arachne then pulled away slowly with a satisfied look on her face, seeing Ben's wide open mouth panting in excitement, still connected to hers by some saliva. Along with his rod slowly going back to normal, hearing something however she fixed both herself and Ben up before helping him put Kiki's onesie on as Miia and Cerea barged in.

(Lemon over)

With her pulling some webbing off Ben acting like some accident happened, "Master!" "Benny?!" The two said. "Oh hey there, Benny here came in and scared me so I sorta cocooned him by accident" Rachnera said trying to sound believable. "You sure you didn't just wait in here to take advantage of our little brother?!" Miia accused, "very well, don't let it happen again" Centorea said as she walked out. With Ben following dizzily holding Kiki, and was inspected by Miia "are you okay Benny? Rachnera didn't try anything with you did she?" The Lamia asked checking him for any bruises. "I-I'm fine Miia don't worry, I promise" he assured, he was glad the snake girl was concerned about him but he was starting to feel like a baby crocodile being held in its mother's mouth.

Rachnera sneaked past them as Miia was being a mother hen and noticed a certain girl currently fuming in what appeared to be jealousy. Then smirked knowing she was gonna have fun with this.

Later

After Ben put Kiki down for the night in Papi's room, he walked back to his feeling a bit tired "man what a day today has been" he said stretching. Then bumped into Rachnera just outside his door "ooph, sorry" he said, "ah Honey, just the person I wanted to see" she said before opening his door. "I've got a little surprise for you" as he walked in Ben was taken aback.

(Lemon start)

Inside is room was Cerea, stripped naked and she was stuck in some bondage webs, her arms were tied behind her head, her legs tied together, some silk ropes wrapped around her chest to emphasize it more and some silk gagging her. "Ahh?! Cerea!" He said blushing before rushing to help her out, "Rachnera why'd you put Cerea in bondage?" He asked, "well let's just say me and horsey here were talking earlier and I found out something interesting" Spidey said as the centaur's mouth was free. "Grrr, was the webbing really necessary?" She asked blushing, "not really, but I've always wanted to try it on a centaur, any who are you gonna tell him or want me to do it?" Rachnera asked slyly.

"Tell me what?" Ben asked, clearly confused "oh, just that Miss Knightly here has more than sisterly love towards you Honey" she said with Cerea blushing more. Ben looked to her for an answer, "what does she mean by that?" He asked, she began to sweat nervously, then sighed "y-you see Master... I... I..." she clenched her fists, she really seemed very frustrated as she bit her lip, "I... I like you more than a master... or more than a brother..." she said looking away. "Like, a friend?" Ben asked, thinking that she may actually like him back, "oh no Honey, Cerea here definitely likes you more than that. Allow me to demonstrate" she then snaps her fingers as his clothes get flung off, she immediately blushed and fidget her legs together. Something he noticed despite the embarrassment, "C-Cerea?!" Be yelped, "M-Master... I'm sorry... but I can't deny it... just like with Papi, Suu, Mero and even this sadistic spider who bounded me! I have fallen hard for you! When we met you not only assisted me in catching that purse snatcher but you also defended me from him. Not only that, you're always so caring towards me despite being younger, how could I not admire you?" She said embarrassed.

The boy was now blushing like a volcano, "C-Cerea... I had... I had no idea" he said as his little friend started to rise, the centaur saw and gasped "s-so... you like me also?!" She asked. "I-I always noticed you sending glances towards me, but I didn't you meant it. But after hearing you talk in your sleep... and saying my name..." she said drooling a bit as she continued to stare. Then was suddenly pulled towards him and got poked by the member in her cheek, "how about using that mouth of yours for more than just confessing?" Rachnera said "w-woah, Rachnera. Whike I admit that this is hot and I've been fantasizing about this, I don't think you should be forcing Cerea to-WAH?!" Ben gasped in surprise.

Looking down he saw his Centaur knight girl start sucking him off, what surprised him more was that... she actually seemed to be doing at her own will, and was eager to! "Cerea?!" He yelped before feeling his spider lover lift him up with her webs and tied his legs and arms. Then untied Centorea, "I'm sorry master, but I can't hold it in any longer" she said, taking his length out of her mouth and started massaging it between her bosom. "Agreed Cerea, why don't I enjoy it from the back while you take care of his front" Rachnera said before coming eye level to Ben's sweet cheeks. Then started to grope them, causing him to moan softly, then looked to Cerea who was now giving his little friend kisses and licks.

She let out a moan before looking at him, "I'm sorry for my lead behavior master, but I can't hold back any longer, I had hoped to wait until you were old enough. But seeing you with so many women, especially with Mero and Rachnera and even Smith, I was beginning to feel forgotten" she said tearing a bit. "I-I would never forget you Cerea" he said blushing, and also wanting to hug her, "then show me that you like more as much as them Master" she begged.

Rachnera, whom was busy kissing his back cheeks, then let Ben's arm free before he lurched forward to finally kiss his sweet knight Cerea, surprising her. But she relented and kissed back, still stroking him with her chest, "mmm! You taste just as I imagined M'lord" she muttered twisting around with his tongue with hers. "You to Cerea!" He said kissing back, stroking her back with his free arm. Rachnera then smirked as she let him free "then why don't you show her how se xy you really think she is" she said. Ben then ran behind her before positioning his hardened cock. Then slammed into her p Ussy, causing Centorea to moan from the sudden action. "M-master! Y-you're inside!" She stuttered, "I've been waiting to be inside you for a long time Cerea! I've been dreaming about being with you and now I can" he said as he began thrusting.

Centorea continued to moan as she held onto the desk nearby, "mmm! I'm sorry! That you have to go behind me. I'm sure my horse parts... aren't very pleasing" she said panting, "are you kidding?! This is the best! You're so big, so it means I have a lot to love back here, not only that but even if you feel a bit loose. It's so good, and you cling to me so good!" Ben said panting.

She blushed harder from his praise, then gasped, feeling him suddenly hug her with her under area being tickled by his hands. "M-master what're you-?!" "I heard that Centaur under bellies were sensitive, so I wanted to try to make you feel good with that" he said rubbing her. "T-that is unnecessary, You are my master so it should be me who's pleasing you, not the other way arou-OH!!" She gasped as his rod suddenly got bigger. "Ahh Rachnee!" Ben gasped.

The Arachne had taken the chance and stuck one of her claws up his back hole and was fingering him, "I figured She'd appreciates how big you are when you get the right stimulus" she teased as Ben's member began to get harder as it rose bigger. Causing the horse girl to growl as it felt like something was trying to lift her up from the inside. "Mmm! Master, I'm sorry... but I can't take it" she then turned them around and pinned him against the wall, with Rachnera sticking him to it, "I want you master, mark me as yours" Centorea then began to gently jerk on his shaft. In response Ben's tongue hung out as he was at the moment turned into a toy for her. So he decided to move with her, "oh Cerea! I'm! I'm!" "Me to Master, come with me!" She said, "Cerea!/Master!"

The two then came as Cerea fell straight to his floor with his white Essence leaking out of her hole, "that-that was great..." he stuttered as he fell next to her, she then smiled as she reached for Ben and kissed him on the lips. The two then saw Rachnera reach for his Omnitrix "let's make this interesting, I wanna have a go with you two also" she said smirking, then activated the watch, she then randomly selected an alien and hit the dial. The two then saw that in Ben's place was a tall, red skinned alien with four muscular arms and four eyes. Along with... two gigantic shafts, he then looked at the two as steam shot out of where we assume his nostrils would be. "A second round Eh?" He asked, the two blushed, then were pulled to him, with Rachnera being bounced on his hips face to face as Cerea was laid on her side on his bed and was being plowed into, with both girls getting their chests fondled by the alien. "Oh I should've went Four Arms from the start, having two rods is better than one!" He said going faster, making the two moan untile they came, and after that as Ben didn't even stop until they were tired.

Lemon over

The next day, Miia was now in full mama bear mode, having just found out that her fellow big sister, was now turned into another hazard for her precious little brother. To say she was angry would be an understatement, the entire day Miia didn't allow any of the girls near Ben, especially Centorea and Rachnera. However his new centaur lover was at least content, knowing she now held a special place within her master's heart. Though because of her larger size... Ben jokingly said that maybe she can nurse Kiki, which Papi actually took into consideration and gave the baby to Cerea once just to see if the Harpy chick would nurse... to which she did surprising everyone...