We currently see Ben Tennyson, the hero of the universe and all around awesome Shapeshifting alien hero, walking across a beach on a calm night. As to why, just last month our boi had defeated his arch nemesis Vilgax when he and his doppelgänger Albedo teamed up to get the Omnitrix from him. It worked, for a moment before Ben used it against him and in the process got a new much more powerful device called the Ultimatrix.

Like the Omnitrix itself, this new version could turn the wearer into various different alien species, however an additional feature it possessed was the ability to evolve those species into their most powerful forms. As to why he was walking about, Ben was currently just trying to have a nice walk, his birthday just ended a few hours ago so he's been reminiscing about the events that had transpired. He's beaten Vilgax for what seems like the final time, got the Ultimatrix, re unlocked his classics by accident and used GreyMatter to improve the Ultimatrix's faulty design, turned 17 and during his birthday his parents revealed... he's gonna be a big brother.

So yeah, a lot of crazy awesome stuff happened, unfortunately he and Julie did split though, mutually of course. But he was certainly excited about the baby coming, he's always wanted a brother or sister. Not that Gwen was any different from a sibling, but he still wanted to wrap his head around it. He then stops and looks out to the sea and the horizon, taking in the beautiful sight of the moon's bright image being reflected off the water. "Sure is a nice night" he said walking down to the shore and sat down on the sand, "man, lot of stuff happened. Some bad, but a lot of them good" Ben then looked at his Ultimatrix, then twisted the dial and checked the time. An update he made since it was still technically like a watch, "9:44, I still got time before I have to go back home" he said looking back out to the water.

'Nothing wrong with sitting back and watching this view, the waves shifting, the moon's light reflecting off the sea, that person who's currently flailing her arms arou-wait what?!' The hero double takes before actually looking out at sea, just as he though he saw someone in the water. And they were drowning "crap! Hold on help is on the way!" He yelled before jumping in and turned into Rip Jaws, as he got closer the person he saw was a young woman, likely around her early 20s. She had black hair and blue eyes, but oddest part of all she was wearing some... very questionable clothing... being some BDSM get up, the alien fish man blushed noticing, but pushed the thought aside as he gently grabbed her and started dragging her to shore.

Once on land he gently laid her down and turned back, "hey are you okay?" He asked nudging her shoulder. "Mmm... gnnn?!" She grunted clutching her side, Ben looked to the area and saw a sizable gash in her left abdomen. Worrying about her health he quickly called 911, thankfully the ambulance got there pretty fast and both of them were taken to the hospital, Ben just tagging along to make sure she arrived alright.

Later on his parents and grandfather arrived, along with Kevin and Gwen for some reason after hearing what happened. "Ben are you okay?" His dad asked, "I'm fine, I'm more worried about that woman I found on the water" he said, "a woman?" His mom asked. A doctor then came into the waiting room calling Ben's name, he told him that the woman he found was now in a stable condition, albeit sleeping, and that he was able to see her. He then followed him to her room, the others came along wanting to see her, as they entered the room she was in they found her calmly slumbering.

"Looks like she recovered" Ben said relieved, "yes, it was fortunate you got to her when you did, that gash in her abdomen would've been fatal. Not to mention the possibility of hypothermia from the water" the medical expert said, "my she is lucky Ben was there" Sandra, Ben's mom, commented. Then looked to a table and saw the clothes she was wearing... and paled a little "uh... what... what are those?" She asked pointing to them. "Oh well, those are the clothes she was wearing when I found her" her son said, "why would she wear something like that?! In public no less, I mean I may be night time but really" she said confused and blushing. "I think it's better if we save that question for another time Mrs. Tennyson" the doctor replied.

The group then took notice of some of the other personnel in the area, a few of them being very dizzy and or drowsy, "what happened to them?" Kevin asked. "That's actually the weirdest thing, when we were operating on her, a few times this pink gas sprayed out of her pores. Lucky enough most of us were wearing masks because those who weren't just suddenly collapsed and fell asleep" a nurse answered before smirking at some of the guys who were knocked out, and feeling pleased with what happened. "Huh that's weird" Gwen commented.

"We'll just keep her here for observation and she'll be released hopefully sometime soon" they nodded and exited.

A few days later

Ben was currently at the hospital with his parents, aside from checking on the strange woman he saved last night, his parents were actually here for an ultrasound. The baby was actually developing nicely, only seven more months to go, entering a hospital room he saw the woman from last night. Now fully awake and reading something, hearing the door open she looked to it and saw Ben peeking in "h-hey, just wanted to check on you" he said walking in.

"Oh thanks, but have we met before?" She asked as she didn't remember what happened, "not surprised you don't remember, you were unconscious during both the transport to the hospital and during the surgery" a doctor said walking in. Ben then explained that he saw her drowning in the ocean a few nights ago and he had brought her to land. Then had called 911 to help her, to say she was great full would be an understatement.

"Oh my, well thank you for the help Ben, had it. Or been for you I might not be here right now" she said making him blush. "Yes well, we'll need you to fill out these forms and in a few hours we can release you" the doctor said before handing her some papers and left. "So I never got to ask, but what is your name?" Ben asked, "oh my name is Kayama Nemuri, but I'm mostly known as the R-Rated Hero Midnight" she said winking. Confusing him, "R-Rated Hero?" He repeated, she then explained that she's a pro hero and a teacher at a school called UA, and she had something called a quirk called Somnambulist which can allow her to emit a gas that knocks anyone out. Mostly it's effective on men though.

Her hero theme was being a Dom, which explained her outfit, and the gas the doctors said she emitted during surgery. This confused Ben more, since as far as he was concerned, he was the only hero around, "uh Nemuri... are you sure you're okay because... there's no school called UA" he questioned. This made her confused, that was until they heard a familiar voice "ah I see you came through without any issues, well aside from some obvious ones" it said.

Turning around they saw a familiar middle aged man with short black hair, wore an orange button up shirt, black pants and shoes, wore a white lab coat, had green goggles hanging off his neck, and had a pocket watch in his right hand. "Gah?! Who are you?!" Midnight cried surprised by the presence, then was shocked to see Ben seeming rather confused but not at all threatened. "Oh hey Professor Paradox, what are you doing here?" He asked, "just making sure Miss Nemuri had crossed over okay" he answered.

"Wait, how do you know my civilian name?" She asked confused and a bit freaked out, "Paradox, well let's just say that this hasn't been the first time we met. Or at least, the first time I have met you, I believe it's been about sixty or maybe seventy three times really" he said in response.

Then explained the situation, apparently Nemuri was from an alternate universe where humanity had evolved special abilities and powers that were labeled as quirks, these ranged from emitter type abilities like fire blasts or ice breath to mutations like having animalistic traits or multiple limbs. Obviously Ben was astonished that a universe with super powered humans naturally existed, however Nemuri was even more shocked to now know she was in an alternate reality. But simply dismissed it as her being a little on edge, Paradox then assured her this wasn't her universe and that she wasn't crazy, to do this he showed a diagram of the multiverse. Then pointed to two other universes, Specifically her universe and Ben's, then created a portal to a world like her's. The same quirked people, including her who was walking to class, she was shocked to see herself.

Then decided to brag a bit saying how good she looked that day, then was confused as she did something she didn't remember doing, Paradox then showed her a replay of what happened to her a few days ago. She was apparently on a mission before being ambushed by villains, they nearly killed her and left her for dead, or worse. Before they could attempt any further she seemed to disappear without a trace, which had been Paradox's doing.

He then showed a playback of what looked like a memorial at UA, to her, with majority of UA staff attending and a lot of her students. Midnight didn't know what to think, some villains had gotten the jump on her and she was set for death, only to be saved before she could kick the bucket. "So... it's true... this is another world..." she then looked at a mirror Ben gave her, showing she was younger, confirming it more. "I'm sorry that you were taken from your world, however I had done it for a reason" Paradox explained, "exactly why though professor?" The Ultimatrix bearer questioned, "for one thing, you needed to get away from there as soon as possible due to your condition. The other was because, so many versions of you had unfortunately suffered a similar fate, so I had decided to spare you from the same" Paradox explained.

The former hero couldn't argue, thanks to Paradox she escaped from that situation with her life, and it also wouldn't hurt to rebuild her life. She was already aware of her less than desired reputation due to her title as the R-Rated hero, so maybe she could start fresh here. "Well, I guess it couldn't hurt... to start a new here" she replied "are you sure, I could always try to use Alien X to send you back?" Ben suggested, "no it's fine, besides, my life had already ended there. So beginning a new life could be good for me, plus who knows, maybe I'll like this universe" Nemuri commented.

Both of them then chuckled, she then saw Paradox hand her a high tech bracelet "I also thought this may come in handy, as you aren't always able to control your quirk, this device can keep it from randomly expelling your somnambulist aroma" he explained as she held onto it "oh thanks" she said.

He bowed before teleporting away, later on Nemuri was admitted from the hospital and had met up with the rest of Ben's team and family. On the way she learned a lot more about Ben, and was intrigued at how someone was able to hold such a burden as being a hero since they were 10. Once meeting his friends and family they all pitched in to help her start a new life, for the time being she stayed at Ben's house until she found a job. To which she did as a teacher, due to her history at UA she was already well versed in teaching, which allowed her to earn a teaching degree online.

So that was a plus, unfortunately though where she was teaching... was at Ben's school... and she was his teacher. So that was awkward, she then bought the house next to the Tennyson's and moved in.

At the moment Ben was helping her move some furniture in, she and Sandra had gone shopping the day before. "Thanks for the help Ben, I really appreciate it" she said as he used Four Arms to carry a couch in, "think nothing of it" he replied putting it down. "I'm serious, first you saved me from drowning, then help me start a new life. Asking you to help me more would be a crime" she said sitting down, he then transformed back and stretched. "Well, that is what us heroes are supposed to do aren't we? Help others?" He asked sitting down, then stretched his arms and back, Nemuri noticed. "You okay?" She asked inspecting his shoulders "oh yeah, just trying to stretch. You know how it is moving heavy loads" he said, then was surprised to feel her hands grip his shoulders.

"Gah?! Ms. Kayama?!" Ben yelped astanding up, only to feel her suddenly pull him back down, "relax I'm just trying to give you a massage. Geez your shoulders and back are all in knots" she said as she began to massage them, "h-hey now that isn't necessary!" He argued before covering his mouth as he let out a low moan. "Oh I think it is, you may be a hero but you need to take better care of yourself. Not to mention I do owe you a lot, so I think this could be considered one of many rewards I'll be giving you, oh and when we're alone call me Nemuri" she said before laying him face down on the couch. Then sat on his hips before going back to massaging him, Nemuri was certainly enjoying the satisfaction of him twitching and grunting as she worked her finger magic.

Smirking a bit whenever she softened up a tense muscle which caused him to tremble, then when she found a specific nerve cluster it planted a rather playful sadistic smile on her face. She then placed her thumb on his lower back, which made Ben flinch "u-uh Ms. Kayama what are you... AHH?!?!" He gasped as she put a little pressure on it, "what did I say Ben? Out of school call me Nemuri. As to what I'm doing, I just found a nerve point that will surely relax you into total oblivion. Just lay down and I'll make you feel all sorts of better" she said. Then placed both hands on his lower back before smirking, she began to massage the area slowly and gently, enjoying the sound of him trying to keep his gasps in.

Then she placed her thumbs on the nerve point, "get ready, here it comes. Also it's probably useless to hold this moan in" she warned, before he could as what she meant Nemuri had already quickly and forcefully pushed down on it. In reaction Ben had gripped the fabric of the couch and let out a rather audible moan, and kept doing so as she didn't let up. "Hey I did say it was useless to keep it in" she said enjoying the sounds he was making, unknown to her that she as actually hitting two nerve points not one.

A few minutes later she had finished and let him snooze on the couch as Nemuri admired her new home. She has to admit that the place looked nicer the next thing she knew Carl and Sandra walked in, "hello Nemuri, we just wanted to check on Ben, as it's been a while since he came over to help you" Sandra greeted. "Oh he's fine, just napping" she said pointing to him as he was still asleep, "after we finished I decided to reward him by giving him a massage, considering he's been nothing but good to me ever since saving me" she explained. They then tried to wake him up, but to no avail, "if it's okay, he can stay here for the night. I don't mind" she said, both his parents accepted the offer before coming back with his normal night clothes, which mainly consisted of a black shirt and grey sweat pants. Along with an extra set of clothes.

A few minutes later Ben's eyes stirred under his eye lids, he then woke up and rubbed his head and lower back. And noticed they felt considerably better, "oh good you're awake" he heard Midnight say, "oh Nemuri, you need any..." he stopped in mid sentence as he saw her attire, mainly it was a large long sleeve crop top that was loose around her shoulders and barely covered her midriff, tight black yoga pants that hugged her body and, according to the slanted sleeve on her shoulder... no bra...

"I'm good Ben, your parents let you stay over since you worked so hard today" she explained stretching, exposing her body a little more for him to see, earning a blush. "O-oh is that so?" He asked gulping, trying not to stare, and failing "so if you're hungry I can order out dinner for us. What's your fancy tonight?" Nemuri asked.

"Uh... well... I guess pizza is okay, that good?" Ben replied, "sure, can you order though? I'm not really familiar with the pizza menu from this specific restaurant... or any restaurant here" she asked while scratching the back of her head, embarrassed. The teenage hero nodded before taking out his phone and dialing up a pizza restaurant he and his team normally frequent. After ordering what he wanted Ben asked Nemuri what she wanted on her pizza, then placed the address and order. During their wait they decided to trade stories to pass the time.

A few hours later

Ben was still talking with Nemuri about some of their old missions and adventures, very much entertained by some things she's mentioned. Then had heard the doorbell, "oh maybe the pizza's here?" He asked, the shapeshifter was about to answer when the older pro hero waved a hand telling to sit back down. "Don't worry Ben, besides it's my house, I'll answer it" she assured walking to the door, as she opened it she saw a young girl of Japanese descent, much like herself, standing there in a cute delivery girl uniform holding a few boxes. "Hello-oh wow you're attractive- uh I mean, one order for Nemuri Kayama?" She said "oh yeah that's me, here I'll take those" Nemuri said as she grabbed the food and placed them on a table nearby.

Then noticed she was looking towards Ben house, and seemed rather depressed "is there anything wrong?" The pro hero asked. "Oh no! It's just... the house next to yours is where my Ex lives... and while we had broke up on mutual terms... I can't say I don't miss out time together" she said. "O-oh I see" Nemuri said, outside she was trying to keep calm but inside she felt like cloud 9 'So Good! Young romance like this really turns me on!!' She thought, then remembered what she said. "Wait you said that your Ex lived in that house?" She asked pointing to her savior's residence.

The girl nodded, "would his name happen to be Ben Tennyson?" The woman asked, surprising the girl "uh... yeah... you know him?" She asked surprised. "Funny thing, he actually saved my life not too long ago, I had a nasty gash in my side and I was drowning. The next thing I knew I was in the hospital being treated and he and his family helps me get back on my feet" Midnight answers. "He was actually helping me move and his parents let him stay the night... on account that when I massaged his back to reward him for all the help he's done... I may have... caused him to... pass out" at this point the girl looks dumbstruck. "Wait, if Ben's your Ex... oh you must be Julie then" the girl backpedaled as she correctly identified her "y-yeah my name's Julie Yamamoto..." she replied.

"Well it's nice to meet you, Ben's always speaking so highly of you" she smiled, that caused Julie to blush hard, and look down. She then said a goodnight to the older woman and left, still a little red knowing Ben still did see her as a good friend at least. Unknown to her Nemuri had secretly caught her on camera in her very cute uniform, and was planning to show it to Ben.

"Wait that was Julie at the door?!" Ben asked surprised as he ate a pizza, "yeah, I think she's working for that pizza restaurant. The uniform on her definitely says so" she replied taking a bite out of some Italian bread "huh, hope she's doing okay" he commented before grabbing another slice. "For someone's ex you sure hold a lot of concern for her" she commented "w-well, even if me and Julie aren't dating anymore I still see her as a good friend" he explains. She then secretly threw a picture she took of his pizza girl ex towards him, when he saw his face turned volcano red "so that reaction totally doesn't mean you don't want to bang her?" She asked snickering. "Gah not cool Nemuri!" Ben retorted throwing the picture back causing her to laugh hard, "oh I'm sorry, I couldn't help it" she said.

Then saw a rather... giant bulge somewhere specific "and it looks like that's an obvious lie since" she then points to Ben's pants. To show they had a massive peak rising "WAH?!?! What the heck?!" He gasped turning around. 'Holy hell... Ben's huge! He might even be bigger than All Might... or maybe even bigger than Midoriya...' she thought. Remembering accidentally seeing her student when he was being chased out of the locker rooms naked by another student named Bakugou.

Ben later found himself in the bathroom taking a "cold" shower, in hopes of calming down whatever was in his pants. "Dangit, can't believe it, wait to go Tennyson. Popped a bone right in front of your friend" he grunted, then looked at his still present and rather strong erection "man... why do I always have to take care of this... and that hot picture of Julie is still fresh in my... Ah?! No! Bad Ben! Bad!" He snapped trying to shake the image from his mind.

"No! You don't think about that, even if me and Julie dated I'm not gonna betray our friendship by thinking of her like that" he reprimanded. Then noticed his rod had gotten harder, "crud... I really have to take care of this" he muttered, then had hesitantly tried to grasp it to at least relieve himself. Doing so however he was unaware that someone had entered the bathroom, 'oh man this is so embarrassing, just need to jerk fast so no one sees... wait I'm in the bathroom, the most private place in the house' he thought calming down.

'Who would see it in here' unknowingly jinxing himself the back of the curtain was suddenly opened as Nemuri walked in "oh hey Ben" she said blushing a bit, with him blushing a lot and hiding his still present condition from her view. "N-Nemuri?!" He yelped, "s-sorry, I forgot you were still in here" she said, staring at his well muscled back, toned legs and great *ss.

"Well, I'm already in so I might as well join you" she said walking in freaking him out even more "h-hey?!" He yelped as her body was now 100% exposed, "you mind moving over a bit? I kinda wanna get to the shower" she asked. Ben obliged and moved over allowing her to access it, then had decided to scrub his body to do something to take his mind of it. Unfortunately with the bathtub's small capacity he was dangerously close to Nemuri, like nearly a centimeter away from skin to skin contact. Least he was facing away from her so that was a good thing, "say Ben" she said getting his attention.

"Y-yeah?" He asked, not wanting to turn, "listen, I just wanted to apologize for my joke earlier. If I went to far I mean" she said, surprising him "I didn't mean to make you uncomfortable, I just wanted to show you that you don't need to be nervous around me" Nemuri continued. He looked surprised, then smiled "it's no problem Nemuri" he replied, she smiled back in response "hey how about as another apology, I wash your back for you?" The former pro hero asked turning around. Which scared him "ah that's not necessary!" He said, "oh come on a little back scrubbing ain't gonna kill yah, just get over here an woah?!" She yelped, she was trying to get him to come closer by gripping onto his shoulders.

Then fell back with both of them getting caught under the water "ooph?! Sorry Be-... oh my..." he was confused at her tone... then realized a few things.

One, they had just barreled into each other.

Two, both of them were naked and touching, complete skin to skin contact. With her bare chest touching his bare back.

Three, she now has a full view of his very impressive rod.

"Crud..." he muttered, "Umm... right then, I should apologize for that too" Nemuri commented. Clearly embarrassed, Ben was ready to get out, only for her to wrap her arms around his waist "wah hey?!"

(Lemon start)

He was then surprised further as she reached down to his rod. "Nemuri what are you doing?!" He demanded blushing more and more, "I'm taking responsibility for this... and helping you out with it" Midnight answered, then had gently caressed it and began to jerk it. In response Ben had let out a low moan and attempted to get her to stop, "w-wait Nemuri... you don't need to do this-Ah?! I-I can hand-Eep?!"

He didn't have time to argue as she had already grasped his impressive piece of equipment, "relax, if you hadn't forgotten I'm not only your new art teacher but I'm also an instructor for the schools sex Ed classes" she said gently jerking him. "I know what I'm doing" "t-that isn't the issue here" he said trying to get away. Unfortunately he was already a bit limp from her minor stroking, so he couldn't get away "just ease up and relax, I'm only trying to help you here" she cooed before sitting in her hand. Then starts to rub faster, making Ben grunt and hold in a few moans, "aww, you feel good?" She asked blowing into his ear.

Getting Ben harder, he was blushing like a tomato which she seemed pleased by, Nemuri then began to stroke him harder. "Oh god... so close..." he groaned, "that's good, you can release at any time Benny, my hero" Midnight said. Whispering the last bit in a saucy manner, he then let out a hiss before moaning. Then took her by surprise when his rod erupted like a volcano, not only splattering her bathroom walls but also having sizable droplets land on her. "Oh my?!" She gasped, then shook her head, despite being known as the 18+ hero back in her world Nemuri had unfortunately never had a boyfriend before. So feeling a man c m for the first time, not to mention being right in the splash zone, had impressed her.

"Wow Ben, you're so backed up, I'm quite impressed" she comments trying to wash it off, "t-thanks N-Nemuri..." he replied panting. "A-and sorry about the walls" he adds, "don't worry, from what I've heard they can be cleaned fast if I get to it quick" she said spraying the splattered walls with water. That bad got him "wait, from what you heard?" He questioned "oh yeah, despite me being the R-Rated hero... I've never actually had a boyfriend... heck I'm... still a virgin actually" she said a bit embarrassed.

"R-really?" Ben asked surprised, which seemed to have roused a special body part again, "mmm?! Mmm... oh does knowing that I'm still fresh as a daisy turn you on Benny?" She flirted causing him to yelp. "Didn't know you liked older women Ben, is the thought of claiming a babe in her prime like me that enticing?" Nemuri asked again making him even more hard. Which had actually started to get to him, "n-no, not at... not at a..." he stuttered trying to ale his problem his away. But Nemuri couldn't help but tease a little bit more "though if you really want to, I wouldn't mind" the former pro had then whispered into his ear in her must seductive tone. "If you popped my cherry~"

This was the last straw as Nemuri backed up preparing to tell Ben she was joking he suddenly pinned her to the bathroom wall. "Wah?! Ben what are you-?!" She spoke before seeing the look on his face, her teasing had hit his breaking point. And now the boy's libido is at full strength, "s-sorry Nemuri... but I can't... I can't hold back anymore!" He says before smashing his lips into hers. Then begins to passionately suck her mouth without any restraint, 'holy cow! I'm being kissed! No correction! Ben's making out with me, and he's using tongue!' She was then surprised to feel him reach behind her. Thinking he was going for her butt, when in reality ben had actually gripped onto her lower back, then began to trace circles around it as well as pushing on some pressure points, earning some Moans out of her. 'Oh no, Ben's getting me worked up now. Oh?!' He then pulled off her as she felt his hardened shaft push up between her legs, "b-Ben?" She panted.

"Sorry Nemuri, but all your teasings gotten to me, I can't hold back anymore. You said you wouldn't mind so it's alright if I take your virginity right?" He asked drooling a bit. But was hesitant to go any further "B-Ben wait, maybe we should slow down a bit, I mean I do think you're quite handsome and your rod is to die for. But we should wait for... a... a..." her words began to trail off as she looked back at said body part, and noticed its length and girth. And how it was twice, almost three times the length when she saw it earlier. "We should... should... oh F*ck it!"

She then kissed back rubbing her chest on his while grinding her crotch on his mast, "I've been wanting a good time ever since becoming a hero, if it's being offered why should I turn it down?" She muttered. Then was surprised as they slipped in the bath, with Ben topping her trying to line up his shaft to her hole "in that case, you ready?" Ben asked as the tip of his member had stuck into Nemuri, getting a small "Eep!" To squeak out of her. "Go for it!" He then thrusted in, causing her to let out a small scream, which had been silenced by Ben as he kissed her, while his flaccid rod had tore through her hymen.

Nemuri couldn't believe it now, she's finally doing it with someone, she finally got laid, and even more so it was with the boy who saved her. If everything in her old life had been a turn on, this was the biggest one yet, "oh god, this is incredible" Ben panted, "if you wanna feel even better start moving Long Dong Silver, I want to be pounded like an oil rig" she said. This prompted him to smirk and begin thrusting in and out of her, no holds bar. Causing the hot teacher to gasp and grunt as it felt like someone was shoving their arm inside her.

She was even sure that if Ben wasn't careful, he'd pull out some of her insides by accident, but like she cared. Nemuri then grabbed Ben's hands and forced them onto her chest "go ahead Benny, you can be as rough as you want. This nympho had literally been advertising to get banged by you, so you might as well punish me for it" she said. "Oh gladly, you hot sl*t" he said before hugging her closely, enjoying the feeling of her chest pressing against his before making out with her again. Then flipped her over and had started doing her doggy style, with Nemuri's face against the bathroom wall, moaning and gasping as her tongue hung out of her mouth. "Oh yes, do me harder master" she slurred, "show this lady who's the boss."

The shapeshifter gladly obliged before turning into an alien, which seemed to make him grow inside, then she was lifted into the air and taken out of the bath. Thankfully Ben turned off the water so it wouldn't go to waste, and stood in front of the mirror revealing he had turned into Rath and was holding her up. "Let me tell you something Nemuri Kayama, undeniably hot pro hero Midnight, Rath is gonna destroy your p*ssy and there is nothing you can do about it!" He roared forcing her down pushing his rod in a bit deeper. In response she grunted before smiling deviously "well then? Destroy me you wild man" she dared, which caused Ben to start thrusting into her violently.

His alien equipment somehow clinging to her insides like Velcro, "ahhh! Oh man! You're rough!" She gasped as Rath licked her face with his cat like tongue "didn't you want it rough Nemuri Kayama, hot R-Rated hero Midnight?" He asked. He was about to release his load right into her, but before he could Ben turned back into himself and flipped Nemuri so she'd face him. "H-huh? Ben?" She questioned before he kissed her again, "sorry Nemi, but I always wanted my first time to finish with me and the girl I'm pounding looking into each other's eyes, Grrr! As we com" he said gnawing on her neck. "Ah?! In that case, look me in the eyes as you wreck me you big d*cked, beautiful, Shapeshifting stud!" She said kissing Ben back as they stared into each other's eyes.

They thrusted harder until Ben came inside, swelling Nemuri's belly to the size of a grapefruit and possibly even a watermelon. "Mmm?!"

(Lemon end)

The two then fell back down to the floor panting in exhaustion, "oh man... i though the fire house c um thing was just something in hentai... I didn't know it was real" she commented. Then smirked as Ben looked up at her to reply "guess I just got good genes" he said as they laughed, then had passed out.

The next day

Ben and Nemuri felt really embarrassed and a bit ashamed, they just got laid with one another, thankfully she had stocked up in birth control pills in the event she did manage to bring a man home. Meaning they weren't in any trouble of having a baby just yet, though that didn't mean they were off the hook. Carl and Sandra had found out something happened and confronted them, unable to lie they confessed.

While the parents had been more than a bit mad at the fact an older woman had done that with their son, they couldn't exactly blame them. Turns out both of Ben's parents actually had a thing for one of their teachers back when they were teens so they couldn't really blame their son. So in the end they did forgive Nemuri and Ben for what happened, however they did make them take responsibility for it.

And by that they made Ben move into Nemuri's house, and once he was old enough he was gonna marry her to make an honest woman out of her. The last bit being a joke but Carl and Sandra had still made him move in with her, one benefit being they were able to keep up their little relationship. Boy we're they embarrassed by that, least things didn't get worse from then on. Or... not yet at least, because where there's one attractive super heroine there are lots more to come.