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Gwen looked up from the book she was reading. “Oh hi. Ben,” she said, smiling. “So… How many alien monsters have you trounced today, hmm?”
“Oh, loads.” Ben slumped down on the sofa. “And now I’m all tired and sweaty.”
Gwen let out a soft laugh. “Go get out of those clothes. I’ll draw you a bath.”
“Bath?” Ben’s eyes gleamed mischievously. “Care to join me, ‘cous?”
“Do you really need to call me that anymore?” asked Gwen. “I’m more your girlfriend now than your cousin, ya know.”
“Ahh…maybe. But I still can’t forget the original relationship which we once shared – remember, some seven years back?”
“Yeah…that’s the actual relationship which has brought us here together,” added Gwen, getting up. Turning toward Ben, she raised an eyebrow and said, “Do you really want me to join you?”
Ben groaned, why did the always have to be driving in some remote place like Arizona? He looked at the thermometer, it read 100 degrees. He glanced over the table to the most annoying person in the world, his cousin. Gwen was currently crouched over the table fanning herself with her hand. “Grandpa when are you going to fix the air conditioner, it feels like 1,000 degrees in here,” asked Ben. “For once I agree with you Ben. The Rustbucket always has something broken,” said Gwen in a complaining voice. “Aww, come on guys, it’s all apart of the experience driving through Arizona,” said Grandpa Max. “Hmph, I think I have had enough experience, for one summer. That experience mainly coming from this,” Ben held up his Omitrix. “For a second time I agree with Ben, at this point we have had so much experience with everything I kinda wish we could just go back to a normal life,” said Gwen in a rather bored voice. Ben got up and mumbled that he was going to the bathroom. Once he was inside he dialed his watch so XLR8 showed up. Ben smiled a devilish grin. He raised his hand and slammed down on the watch. With a green flash, he turned into a blue alien, with a tail whipping around. Ben quickly climbed out the window, and started running before he hit the ground. Once he touched down he starts to run as fast as he can. Ben is trying to find a gas station, or a dinner or something to pull over at. He quickly finds a station, but it is deserted. Ben sighed, he thought it would be that easy. He continues to run as fast as he can to find a station. Meanwhile at the Rustbucket, Gwen was banging on the door. “Ben what is taking so long?! I really need to go!” yelled Gwen. Ben is probably just doing this to get at me. Gwen crossed her arms and leaned back. All the while Ben was returning, after finding a repair shop a couple miles ahead. Ben not being the smartest person in the world did not think the whole plan through. When he got back to the Rustbucket he had to figure out how to get back through the window. At first he simply tried to reach the edge and pull himself up. When that did not work he tried jumping up and grabbing the opening. When he had to double back on himself to jump onto the ledge again his watch started to beep out. Ben panicked and franticly jumped up to the window. When he grabbed it, he turned back into normal Ben, but he was hanging onto the window from the outside. He quickly scrambled in and landed with a thump on the floor. Outside Gwen was at an exploding point and she heard the thump, she banged on the door. “Ben you ok?” Asked Gwen, “Yeah I am fine!” exclaimed Ben. “Good then get out!” yelled a slightly angry Gwen. Ben opened the door, and Gwen ran in, pushed him out and slammed the door. Ben hunched his arms and walked over to the table and sat down. “Hey Grandpa, at the next gas station, repair shop, or something, could we stop there and get out of the car, and maybe get the Air conditioner fixed?” Asked Ben, who had scouted out the next one already, and knew they would be there in a couple of minutes. “I do not know Ben, we need to get to the RV rest station as soon as possible,” explained Grandpa Max, who was uneasy having somepony else fix his car. “Aww, come on Grandpa! PLEASE!” Begged Ben, who really wanted to get out of the Rustbucket, and did not want having to turn into XLR8 for nothing. “All right Ben, the next place I see we will pull over,” said Grandpa Max. “Yes! Thank you grandpa!” Exclaimed Ben, who was reaching over to Gwen’s laptop to see if he could find anything that would prove useful later. Gwen chose that moment to come out the restroom. She looked over and saw Ben reaching for her laptop. “Don’t touch that you dweeb! That is my personal Laptop,” Yelled Gwen. Ben just rolled his eyes and went up front to Grandpa and sat in the passenger’s seat. At that moment he spied the abounded gas station. He knew it would not be long now to the repairs shop. Gwen went on her laptop and started IMing, and Ben propped up his legs on the dashboard. After about five minutes they reached the repair shop, and they all rushed out. Grandpa Max went to tell the repair man to tell him what to do. Ben and Gwen went into the shop to look at the bad candy. Ben quickly got bored and went out behind the shop where no one could see him. Gwen thinking he was up to no good followed him to make sure he did not do anything stupid. Ben sat down and started to fiddle with the Omitrix, trying to figure out more about it. Gwen very quickly got bored of watching this, and stepped from around the corner.
Ben Tennyson groaned and twisted around in his chair so he could watch his cousin Gwen as she typed something into her laptop as she read it out of her spell book. “I can’t believe Grandpa left us here in the Rustbucket while he went to get some parts,” Ben groaned as he looked around the RV. “Considering how advanced this thing is you’d think it wouldn’t break down as often as it does.” “Shut up, doofus,” Gwen said without looking up from her spell book as she stumbled over the translation of the spell she was reading. “I need to concentrate on this and I can’t do that if you keep complaining every two minutes. You know as well as I do that all grandpa’s advanced technology was added to the Rustbucket after he bought it. That means it breaks down just as often as any RV as old as this one.” “I know,” Ben moaned as he twisted into a new position in his chair, “but why couldn’t he take me with him to get the parts? This is so boring just waiting for him to get back, at least you can study your spell book, what am I suppose to do?” “Whatever you want,” Gwen told her ten year old cousin as she frowned at her spell book again, “as long as you keep quiet and leave me alone so I can concentrate on this new spell.” “Ok, whatever you say dweeb,” Ben said as he settled back in his chair and set his head down on his crossed arms so he could look up at his cousin’s bright red hair from the top of the table. When Ben realized that Gwen was ignoring his best efforts to distract her he shifted his arms so he could look at the oversize watch on his left wrist and started twisting the ring around the crystal. He cycled through his regular alien heroes like Heat Blast, Four Arms, and Wild Mutt without stopping and when he got to the end he tried pushing another button before giving the ring one more twist until a new silhouette appeared on the watches crystal. “All right,” Ben said under his breath as he hit the switch so the watches face popped up to form the activation plunger. Ben hesitated and glanced over at Gwen to see what she was doing and heard his cousin muttering a spell under her breath. Gwen’s voice took on the odd bottom of the well reverb that signaled her success in tapping into her magic powers and Ben figured this was the perfect time to activate the Omnitrix since she’d be too preoccupied to notice what he was doing until it was too late. Ben slammed down the watches plunger and felt its power surging through his body, shifting his DNA to match that of the alien showing in the Omnitrix. As the watch altered his DNA Ben felt his body shifting to take on the form of the alien he’d seen in the watch’s display. When his body finished shifting into its new form Ben looked down to see how things had changed. As usual he now seemed to have an adult form – at least the alien appeared to be about six feet tall – and he appeared to be a humanoid with a skin tone that looked like the golden tan most people only dreamed of. On his long fingers and the heels of his hands he could see some kind of scaly pads that matched his skin tone but stood out from the rest of his hands in a subtle way. That was as far as Ben got in his self examination before Gwen started yelling at him and he turned to see her glaring up at him with the same green eyes that normally stared back at him from the mirror, in fact her whole face looked a lot like his own – even more than most cousins – in fact the only noticeable difference between them was the color of their hair. “Benjamin Tennyson,” Gwen growled in a voice almost too soft to hear except that Ben’s new alien form seemed to have much sharper hearing than he usually had. “Do you have any idea what you just did?” “Not really,” Ben muttered, “but I’m sure you’re about to tell me you geek.” “Oh I’ll tell you alright,” Gwen hissed. “I was in the middle of casting a spell when you used the Omnitrix and the flash of light from its activation disrupted me so that I miss spoken the end of the spell. When that happens anything could happen with a spell.” Ben was starting to figure out some of the things his new alien could do. As Gwen picked up her spell book to take a closer look at the spell she’d been casting he realized that his sense of smell was good enough to recognize the anger in her scent, but under the anger he detected two other smells that stood out from her soap, shampoo, and other unnatural smells. One smell peaked his interest but even though his alien form seemed to recognize the scent Ben didn’t know enough to say what the smell was. Besides, the second smell was far more interesting, and growing stronger by the second. Ben could almost feel the second scent overwhelming his senses and before he knew what he was doing he increased the strength of his own pheremones and noticed the shift in Gwen’s scent as her own body responded to the increase in his pheremones. “Oh no,” Gwen groaned, Ben saw her face grow pale before it blushed as red as her hair. “What’s wrong,” Ben asked in his alien baritone that seemed to purr as he spoke, in fact he was purring, a sound that issued from deep in his chest even as he spoke, but since Gwen didn’t seem to react to the sound he suspected that the purr was somewhere in the ultrasonic range so she couldn’t hear it even though the sound was clear to his alien ears. “The spell I was casting,” Gwen said as she stared at the page in front of her, “I thought it was a charm spell – you know, charm your enemy so you don’t have to fight him – but now I see that I mistranslated the name of the spell. It’s actually a lust spell, and the point where you interrupted the spell was when I was naming the target of the spell.” “Don’t tell me,” Ben said as the interesting smell Gwen was giving off increased again, “I was suppose to be the target, right?” “No way dweeb,” Gwen snorted, “I wouldn’t waste a spell like this on a peabrain like you. I was going to give the spell a null target, that’s no target to you, Ben, that would negate the spell before it took affect, but thanks to your interruption I accidently cast it as a general target instead. That means everyone in our general area was affected by the spell.” “How large an area are you talking about?” Ben asked as his purr shifted registers and the pads on his fingers and hands started vibrating at the same frequency as his purr. “Not very large,” Gwen said her relief obvious in her scent, “in fact no one outside of the Rustbucket was affected.” “That’s not too bad then,” Ben said as s smile crossed his lips. “Of course you know what this means don’t you Gwen?”“No,” Gwen said with a frown, “what does it mean, Ben? “It means if you tell Grandpa Max about me using the Omnitrix than I’ll tell him about you casting a dangerous spell.” Gwen let her spell book drop to the table as she turned to glare at her cousin, “Benjamin Tennyson, you wouldn’t dare.” “If you don’t tell I won’t tell,” Ben said with grin. The underlying smell from Gwen’s body was growing stronger with every second and Ben thought he was noticing some other changes as well. He thought he saw something poking out against the fabric of Gwen’s shirt and his eyes suddenly zoomed in for a close up view of his cousins blue on blue tee shirt where the cloth stretched out on either side of the dark blue cartoon cat just below the shirt’s dark blue yoke. With his alien eyes Ben could actually see how Gwen’s erect nipples stretched the fabric of her favorite shirt. “Ben, what do you think you’re doing?” Gwen snapped. Ben could smell his cousin’s anger for a split second, but it quickly disappeared, overwhelmed by the smell of her curiosity and lust. “Sorry, Gwen,” Ben said in the new alien’s vibrating baritone when he looked down and realized that the crotch of his costume had vanished and released his penis to bob erect in the air where the cute red head could follow it’s movements with her eyes as she licked her lips nervously. “You know how the watch – and sometimes my aliens too – has a mind of its own. Here, let me cover myself up for you,” the ten year old said as he reached to grab a nearby towel. “No!” Gwen cried before Ben reached the towel, for a second he wasn’t sure which was stronger – her curiosity or her lust – but he soon realized that her lust was going stronger by the second and the scent of it was pushing his own pheremones – as well as his ultrasonic purr – to new heights. “Is that really what a penis looks like?” Ben took a closer look at his alien cock and realized that it actually did look a lot like his own, at seven inches it was about an inch longer than his normal size and a little thicker as well, but it still had the slight curve from base to tip that he had. “It’s a little bigger than usual,” he told Gwen as she kept staring at the erect prick, “but it looks just like my cock.” “Can I look at it, Ben?” Gwen asked, hesitantly reaching for the penis with an outstretched finger. “Can I touch it?” “You can touch it all you want, Gwen,” Ben said with an indulgent smile. “As long as you take off your shirt so I can look at your tits and play with them while you’re doing it.” Ben could smell Gwen’s anger spike again, but it was gone almost before he knew what the scent was, washed away by a tidal wave of lust and curiosity. “Deal,” Gwen said, grabbing the hem of her shirt and lifting it up over her head in one quick move. Under the shirt she wasn’t wearing a bra and the small mounds of her breasts stood out just an inch or two from her chest while her erect nipples stood out a quarter of an inch further, bobbing up and down where the fabric of her shirt had caught them in her rush to get it off. “Satisfied?” Gwen asked, putting her fists on her hips while Ben stared hypnotized at her vibrating nipples. “Oh yeah,” Ben said with a bemused smile on his as he reached out to touch Gwen’s tiny tits with the pads of his alien fingers. As soon as his fingers made contact with Gwen’s skin he sent an ultrasonic pulse through the pads to stimulate the sensitive nerves connected to his cousin’s nipples. Gwen let out a short gasp of pleasure and her whole body shivered at Ben’s touch, but she only let the sensations distract her for a second before she reached for her own prize and wrapped her hand around Ben’s cock as she brought her face in for a closer look. “Just how much bigger is this cock to the one you usually have?” Gwen asked as used the index finger of her other hand to stroke the tip of Ben’s cock. “I think it’s about an inch longer and maybe a quarter inch than mine,” Ben said, suppressing a groan of pleasure as his cousin ran her finger around the head of his erect prick. “From the locker room at school I know that I have the largest cock in my grade, in fact I’m bigger than most of the guys in sixth grade.” “Wow, I didn’t know anyone our age could be that big,” Gwen said as she let her hand move slightly up and down along Ben’s shaft. Ben suppressed another moan of pleasure and tried to concentrate on what he was doing with Gwen’s tits while she started playing with his cock. In the back of his mind he was wondering just how far Gwen would let him go with her, and how far he’d let her go with him. From the strength of the lust he was smelling from her he suspect the two of them were about to let themselves go further than they’d ever dreamed. Even as he was wondering Gwen noticed a clear drop of precum oozing from the slit at the tip of his cock and she stuck out her tongue to catch it before it had a chance to roll down his shaft. “Oh God, that feels so good Gwen,” Ben groaned as he pinched the redhead’s nipples and sent a pulse of ultrasonics straight to her nerves so her whole body shivered in response, just short of a full orgasm. “Whatever you’re doing, Ben,” Gwen said as she licked her lips, “it feels just as good. Ben I want to try something, but it’s more than we agreed to.” Ben could smell the lust rolling off Gwen’s body and had an idea what she wanted to do, but she was making him feel so good he’d be an idiot to turn her down now, but he wasn’t about to let her know that. “Do whatever you want, Gwen, but it’s going to cost you later.”“I’ll pay whatever it takes,” Gwen said with a worried frown, “but I’m not going to argue with you now.” As soon as she agreed to Ben’s terms Gwen moved her head right into Ben’s crotch and slipped her lips around the head of his alien cock as she held the shaft steady with both hands. She let her tongue roll around the tip for a few seconds and then slowly moved her lips down the shaft and back up again, letting the head of the cock slide a little further down her throat with each stroke. Ben’s breath was coming in gasps of pleasure as Gwen sucked his cock down her throat. He could feel the walls of his cousin’s esophagus massaging his larger than normal size shaft and he was doing his best to hold back his approaching orgasm as he transmitted his pleasure through the pads of his fingers to Gwen’s tits. Ben felt Gwen shiver again as the ultrasonic vibrations from his hands sank deep into her body, giving her more pleasure than she ever thought possible. With one hand on his cousin’s shivering tits Ben shifted his other hand down to her belly, just above her white calf length pants and started sending an ultrasonic pulse through his finger pads and into the girl’s stomach. Gwen felt a surge of something when Ben moved his hand down to her stomach and her pussy responded with a surge of sexual energy that raced up her spine to her head where it exploded with a rush of pleasure that felt better than anything she’d ever managed to do when she played with herself. As her body jerked and shook from her orgasm Gwen tried to concentrate on sucking Ben’s cock as far down her throat as it would go even as her muffled screams of pleasure escaped from around the shaft wedged in her mouth. Once her head stopped spinning Gwen went back to deep throating Ben’s oversize cock, but in spite of the fact that he was trying not to cum it wasn’t more than a half dozen strokes that she felt the shaft bulge and expand slightly in her mouth as her cousin’s alien form shot a load of cum deep in her throat. “Wow,” Ben groaned as he dropped back in his chair once she released his half erect penis from her sucking mouth. “That was incredible Gwen,” he groaned, “How did you ever learn to give a blow job like that? I thought for sure this was the first time you ever saw a real cock in your life.” “It was,” Gwen admitted as she gave her cousin a superior smile and brushed her coppery hair out of her face. Sometime during the blow job she’d lost her blue barrette and she started looking around to see if she could spot it, she figured anything would be better than to look at Ben in his alien form and wonder how that cock would feel sliding in and out of her pussy instead of her mouth. But she realized she was thinking about it even when she wasn’t looking at Ben so after a few seconds she gave up looking for the missing hair ornament and turned back to look at her cousin. In his new alien form Ben could almost pass for human, as long as he found a way to hide the scaly pads on his hands and fingers. A cap would probably hide his bald head easily enough, and if you didn’t look too closely at his eyes they looked human, but when you got close enough you could see that the multi-faceted eyes were only forming the illusion of normal human eyes. “As far as the blow job is concerned,” licking a drop of cum from her lips Gwen continued from where she’d left off earlier, “I do believe in being prepared you know. I knew I’d give someone a blow job sooner or later so I’ve been practicing on carrots and weiners for the last six months. But I never expected you to be the first guy I sucked off, or that you’d be so big. Of course it’s only your alien form that has the big cock.” “Hey, I have a big cock,” Ben snapped, “it’s just not as big as my alien one.” “If you say so Ben,” Gwen said, wondering if Ben’s cock was really as big as he claimed and what it would feel like fucking in and out of her pussy. She noticed the way Ben’s slitted nostrils flared as she watched for his reaction and wondered if it was significant. “So Gwen, are you ready to find out what I want for letting you suck me off like that?” Ben asked, giving his cousin a mischievous grin. “Let me see,” Gwen said, looking at the way Ben’s cock was starting to grow hard again. “Does it have something to do with me doing all your chores for a week?” “You wish,” Ben said with a snort, “I figure since I let you suck me off, you have to let me suck you off. Get out of your pants and panties Gwen, I’m going to eat your cunt until you scream with pleasure.” “Yeah, right,” Gwen said, hoping Ben didn’t notice that her cunt was so wet that her pants and panties were soaked clear through. “Still, I did promise to give you whatever you wanted if you let me suck you off, so if you want to eat my pussy I guess that’s what you’ll get.” Gwen stood up and kicked off her sneakers before she grabbed her pants and panties and shoved them both down to her ankles with one quick push and then stepped out of the puddle of white and pale blue cloth before she turned and sat back down on the edge of her bench. “That was easy,” Ben thought to himself as he watched Gwen sit back down naked. The lust he smelled from Gwen’s body was stronger than ever and he wondered how it was that she couldn’t smell her own lust as it continued to build with every second. Still he wasn’t about to say anything that might spoil his chance to get further with Gwen than he’d ever dreamed possible. As he got up from his chair Ben felt his costume drop away from his alien body and form a puddle of its own on the floor next to Gwen’s clothes and he wondered if the alien uniform was anticipating his intentions even before he knew what they were. He knelt between Gwen’s thighs and pushed them even further apart so he could get a good look at her cunt before he started eating it. The lips around Gwen’s slit were pink and puffy and Ben licked his lips in anticipation when he saw how wet they were already. When he zoomed in with his alien vision Ben could make out a few wisps of copper red hair scattered around his cousin’s mound, but there wasn’t enough hair to be noticed by the naked human eye yet. Ben placed one hand gently on Gwen’s belly and the other one by the top of her slit, just above where he could see her clit poking out of its sheath. As soon as his finger tips touched Gwen’s skin he started sending an ultrasonic pulse through the pads and he grinned when he heard a groan of pleasure escape from his cousin’s lips as her clit started quivering and cunt juice started drooling from her pussy. “I think we’re both going to love this Gwen,” Ben said as he scooted closer to her pussy. “I know we are,” Gwen groaned. Ben ran his tongue along Gwen’s slit, first on the right side, then on the left, he did it over and over again and watched as her pussy lips filled with blood and pulled away from her fuck tunnel. Ben wasn’t sure how he knew what to do, but it was clear that this wasn’t the first time for his alien form and he let his alien instincts take over while he went along for the ride. He opened his mouth as wide as it would go and locked his lips around Gwen’s pussy, sucking hard enough to draw the cunt juice right out of her slit while his fingers teased the girl’s clit with one ultrasonic pulse after another to make sure there was always more juice to suck down his thirsty throat. Five minutes after Ben started eating her pussy Gwen had her first orgasm, her whole body going ridged and arching off the bench as she screamed loud enough to make the windows of the Rustbucket shake a buzz. After Gwen had her first orgasm Ben stiffened his tongue and shoved it between his cousin’s pussy lips as deep as he could, deep enough to feel Gwen’s cherry where it stretched across the girl’s fuck hole, a weak guardian protecting her virginity. As the tip of his tongue touched Gwen’s hymen Ben sent another ultrasonic pulse through his cousin’s belly and clit and grinned, pleased at his own success in sending the girl into another earth shattering orgasm. “Oh God, Ben,” Gwen panted as her whole body shook in the aftermath of her newest orgasm. “This is incredible, but it’s not enough. Ben, you’ve go to fuck me. Please Ben, fuck me, fuck me now.” Ben looked past the small mounds of Gwen’s tits and saw the determined look on his red haired cousin’s face as she grabbed his head in her hands and tried to pull him further up her body so his now fully erect prick could make the trip to her cock starved cunt. “Are you sure you want to do this, Gwen?” Ben asked as he placed the tip of his alien cock against her swollen pussy lips. He didn’t really need to hear Gwen’s response since he could smell the arousal and lust rolling off her body like a tidal wave that threatened to drown him. “Yes Ben, I’m sure I want you to fuck me right now,” Gwen practically screamed at him as she tried to trap the head of his cock with her cunt lips. “But shouldn’t I be wearing a condom or something?” Ben asked as he tried to figure out if he really wanted this as much as Gwen did. “I mean, you don’t want to get pregnant, do you?” “Ben,” Gwen said as she grabbed her cousin’s ass and tried to pull him down into her pussy, “you’re an alien, remember? Your whole DNA code is changed every time you use the watch, that means it’s no longer a match for me and you can’t get me pregnant no matter how much you want to. Besides, I’m too young to get pregnant, I haven’t even started my periods yet so we’re perfectly safe.” Ben suddenly remembered the scent he’d picked up earlier and realized there was something important about it that he should tell Gwen, but he just couldn’t think straight enough to think of what he needed to tell her. After they fucked, then he’d tell her about the scent, and maybe together they’d figure out what it meant, but right now he just had to get his cock into his cousin’s cunt and pop her cherry so he could fuck her. Once he decided to go ahead with Gwen’s demands to fuck Ben stopped hesitating and eased the head of his cock into the red head’s fuck tunnel. For the first few inches he’d shove an inch or so of his cock into his cousin’s hole and when she got use to it he’d pull back a little and then shove forward hard enough for another inch or so to enter her cunt. Ben kept going this way until the tip of his cock met with the barrier he’d been expecting. “Gwen,” Ben said as he looked down at his cousin’s sweat soaked face and hair, “I’m going to pop your cherry now. It’s going to hurt like hell for a few seconds, but after that we can really fuck and you’ll love it.” “I know, Ben,” Gwen said through gritted teeth, “I’m ready, pop that damn cherry and then let’s have some real fun.” “Ok,” Ben cried as he pulled back until only the head of his cock was in Gwen’s tight cunt, “here we go.” With all the strength of his alien body Ben shoved forward, sliding his prick through his cousin’s willing slit until it met her hymen and drove right through it until his cock was buried to the base and his balls bounced off her tight little ass. Gwen screamed and Ben leaned forward to kiss the tears of pain that dripped out of her closed eyes and down her cheeks. “I’m sorry Gwen,” he said when she opened her eyes and looked him straight in the face, “that’s the best way I know to take a girl’s cherry, it hurts like hell, but it’s over quickly. Now lets relax for a minute or so until you’re ready to keep going and then we can start fucking and you’ll forget all about how much it hurt to loose your virginity.” “Whatever you say, Ben,” Gwen said sniffling a little as she tried to catch her breath. As Ben waited for Gwen to give him the ok he shifted one hand to her cunt, just above where his cock entered her body, and the other one to her belly and started sending ultrasonic pulses to the nerves in those areas to stimulate them into new heights of pleasure. After giving Gwen a good hard tongue filled kiss Ben moved his lips down to her tits so he could suck on her nipples. It took longer than Ben expected for Gwen to recover after loosing her cherry but after about two minutes stimulating her clit, belly, and tits opened her mouth with a gasp and told him to start fucking her. Even as he pulled his cock out for his first thrust Ben could feel Gwen’s pussy muscles quivering with her approaching orgasm and he increased the level of the pulse from his fingertips, pushing the red head into a screaming orgasm with his first full thrust. Ben increased the speed of his fucking with each thrust and once Gwen recovered from her orgasm she locked her legs behind Ben’s ass and her arms behind his head as she started screaming at the top of her lungs, “Fuck me Ben, fuck me.” “Oh yeah,” Ben said with a wide grin on his face as every thrust pushed Gwen’s bare ass into the thin cushion covering the bench. “Oh God, I’m gonna cum again,” Gwen wailed as her words trailed off to a scream of pleasure and she closed her eyes against the light show that seemed to shatter her head. While Gwen was screaming in pleasure she missed the distinctive multiple beeps of the Omnitrix timing out and with her eyes closed she didn’t see the flash of green light as Bens body shifted back into its human form. For a second Ben hesitated, now that he was human again he’d lost his alien forms instinctive knowledge of how to fuck and he wasn’t sure what to do, but when Gwen bounced her ass off the bench beneath her and slammed her cunt full force into his crotch he didn’t have to think about what to do, his body took over like it had been fucking for years. In three thrusts Ben had his rhythm back and he was meeting his cousin thrust for thrust as he buried his cock as deep in her pussy as he could every time he slammed his hips forward. Ben was able to keep going for another five minutes after he shifted back to human but then he felt the tension growing in his balls and he knew he wouldn’t be able to hold out much longer. “Gwen,” he called to his cousin, “I’m gonna cum.” “So am I Ben,” Gwen whined. “But Gwen,” Ben said, “I’m human again. If I cum inside you as a human I could get you pregnant.” “I already told you Ben, I’m safe, I haven’t started my periods yet so you can’t knock me up. Keep fucking me, I want to cum again and I want to feel your cum juice inside me.” “Ok Gwen, if that’s what you want,” Ben said, he wasn’t about to tell Gwen that he wanted to cum inside her as much as she wanted him to do it, besides, there was no way he could pull out in time the way she had her arms and legs wrapped around his body. Ben only managed to last four more thrusts before he felt his balls clench hard and he slammed his cock into Gwen as hard and deep as he could as he shot a load of baby juice deep into the red head’s ten year old cunt and screamed, “I’m cumming Gwen, I’m cumming.” “So am I, Ben,” Gwen screamed as her pussy clamped tight around Ben’s cock and held him tight. “I can feel your cum inside me, Ben. This is so fucking incredible I never want to stop.” It was several minutes before Ben recovered enough to pull his flaccid cock out of his cousin and make his way back to his chair. “I can’t believe we just did that,” Ben moaned as he watched Gwen sit up on the edge of the bench. “Neither can I,” Gwen groaned as she reached for the tissue box. Ben was surprised when Gwen took the tissue and stuffed it into her pussy instead of using it to clean up the mess dripping out of her fuck hole.
“What are you doing, Gwen?” Ben asked. “I’m making sure I don’t lose any of your cum, doofis,” she said as she grabbed some more tissue to wipe away the drips of cum on her thighs. I told you I like having your cum in my cunt, and since I can’t get pregnant I want to make sure it stays in there where it belongs.” “Look, Gwen, I’m really sorry I messed up your spell by playing with the watch when I did,” Ben said with as much sincerity as he could muster. “I’m also sorry for what happened afterward too.” “Well I’m not,” Gwen said as she gave her cousin a broad smile. “If I hadn’t miscast that lust spell we never would have fucked, and we never would have realized how much we love fucking each other.” “But Gwen,” Ben said with a frown, “I wasn’t the one fucking you that was Horndog.” “Horndog?” Gwen asked. “Well after a fuck session like that what else am I suppose to call an alien that built for nothing but fucking?” Ben asked. “Well whatever you call your new alien there’s something you need to know,” Gwen said. “No matter how many orgasms Horndog gave me, no matter how hard I came with every orgasm he gave me, it wasn’t until you changed back to Ben that I really enjoyed the fuck.” “That’s crazy,” Ben said, “Horndog knew exactly what he was doing when he fucked you, he knew just how to make you cum faster and harder than I ever could.” “Exactly,” Gwen said as she grinned at Ben’s puzzled expression. “Horndog knew all kinds of techniques to make me cum over and over again, but his heart wasn’t really in it. But when you became human again you didn’t have the ability to use those techniques anymore, but what you lost in technique you gained in enthusiasm and that enthusiasm is what makes you a better fuck than Horndog.” “I guess I can understand that,” Ben said with a shrug. “For me, as long as I was Horndog all I could think of was using my powers in just the right way to give you as much pleasure as possible. I wasn’t really able to enjoy fucking you until I changed back and didn’t have to worry about how to use my powers. And boy did I enjoy fucking you then, too bad it will never happen again.” “What do you mean it will never happen again?” Gwen asked. “The whole thing was because of your lust spell, right?” Ben asked. “Unless you decide to cast it again it’s not like we’re ever going to fuck again.” “I don’t know about that, Ben,” Gwen said. “The lust spell ran out a while back, and all I know is that I can’t wait to get that beautiful cock of yours in my tight little cunt again. Ben, I want to fuck you and I think this would have happened eventually, lust spell or no lust spell.” “Maybe you’re right, Gwen,” Ben said with a sigh of relief, “and you have no idea how happy I am to hear that you want to fuck me again, because I really want to fuck you again. But how are we going to manage it?” “It’s not that hard,” Gwen said with a grin. “In fact I think we can manage at least one fuck a night. All we have to do is leave after the camp is set up and before grandpa has supper ready. It should be easy to find a place with some privacy where we can get in a good hard fuck and still get back in time for supper.” “You’re right,” Ben said with a large satisfied grin. “But that will have to wait for tonight,” Gwen pointed out, “because right now we have to get dressed before Grandpa Max gets back with the parts for the Rustbucket. So this will just have to hold you until tonight,” Gwen said as she leaned over to give Ben a kiss before she bent down to pick up her clothes and toss Ben his. “Hey dweeb,” Gwen said as she carried her food to the table in the Rustbucket and set her bowls down, “take your feet off the table. Do you have any idea how gross that is?” “How can you say I’m gross when you eat something like that?” Ben asked as he took his stocking feet off the table without taking his eyes off his handheld video game, he put his shoulder against the wall as grandpa Max took the off ramp just a little to fast. “I mean, who eats sauerkraut and strawberry ice cream?” “It’s not like I had much choice,” Gwen said as she took a spoonful of sauerkraut and held it in front of her mouth as she spoke. “After you raided the fridge this morning this was all we had left.” “At least I left something for you,” Ben said, “so why are you complaining?” “Actually I’m not,” Gwen said, putting her spoon down and leaning close enough to Ben so he could hear what she was saying as she lowered her voice. “When I opened the fridge I realized that sauerkraut and strawberry ice cream was exactly what I was craving.” “So you’re not complaining then,” Ben said. “That’s fine with me.” “You’re such a doofus,” Gwen said as she glared at Ben, but the wink she gave her cousin said something much different, especially when curled her fingers and moved her hand back and forth in front of her open mouth to show how much she was looking forward to giving him a blowjob. “And you’re such a geek,” Ben responded, sticking his tongue out at Gwen and moving it up and moving it up and down like he was licking her bald pussy. “Keep it down you two,” Grandpa Max said from the driver’s seat. “I know it’s early but after the way we all took out those bank robbers earlier I think we could use a little extra rest tonight. I know a great camp site just a few miles off the highway so we’ll make an early night of it. And in spite of the way you kids have been raiding the fridge I know we have enough food for tonight and tomorrow, but we’ll have to stop at the store before we get very far in the morning.” “Sounds good to me, grandpa,” covering his mouth so his grandfather wouldn’t see the way he licked his lips as he gave Gwen a suggestive wink. “Those bank robbers tired me out more than I realized so I wouldn’t mind getting to bed early tonight.” “Sounds good to me too,” Gwen said as she finished her food and took her dishes to the sink and washed them before she put them away. When she turned back to the table she looked to make sure grandpa wasn’t looking before she patted her crotch so Ben could see what she was doing as she walked back to the same bench where the two of them had fucked for the first time a month earlier. After glancing at the driver’s seat again Gwen took a note from her pants pocket and slid it across the table so Ben could read it. “You don’t want me to change before we meet tonight?” Ben asked in a whisper, “why?” “I’ll explain later,” Gwen hissed as she made sure Grandpa Max wasn’t looking at them in the rearview mirror, “just do it, ok doofus?” “Whatever you say, geek,” Ben responded, giving Gwen a quick wink to show he didn’t really mean anything by the word. He noticed that his cousin was looking past him and turned to see that they were passing an abandoned cabin. “He grandpa, how long before we get to the campsite?” Ben asked as he and Gwen watched the cabin disappear behind them. “We’re there now,” Grandpa Max said as he slowed to turn onto a short two track road.
Hentai Picture: Whose big cock is this? Probably one of Ben’s alien forms…
Bitchy slut getting shagged by two fellas and sandwiched between two cocks in every possible way… Sexually eager girls of Ben 10 willing to do everything that it takes to make you rock-hard! A whore from Ben 10 shared between a couple of big dicks that have her face dumped with hot sperm.
After her previous run in with the Tennysons, Charmcaster makes an escape from jail. ” Let’s get this party started” Charmcaster whispered devilishly to herself. She easily blasts open the cage to her cell , then continues to cast at any and all guards in her sight on her way to the exit. “Hmph, not so tough against one so charmed , aren’t you police men” she says snobbishly. “That we do bitch!” responds the last remaining guard standing angrily. As Charmcaster started chanting her next spell the guard presses the button on the remote he’s carrying activating a high tech mana energy reflect field (provided generousl by the Tennysons who felt Charmcaster might try to pull a stunt like this) sending her spell right back at her. “AAAAAAHHHGG!!” Charmcaster screams as she is pelted by her own spell, “serves you right bitch” gloats the guard triumphantly. After making sure she was stuned (which was proven Charmcaster’s lack of movement and excess of insult filled screaming towards the guard) her begins to move hr
Ben 10: Breeding Season.
Ben had noticed something odd about his cousin Gwen, although he couldn’t exactly put his finger on what that something was. She was still geeky and argumentative as always but …he shook his head this line of thinking was distracting him from having fun; so he forgot it for the time being.
At lunch again the feeling returned and now he found he could put a name to what he had noticed, puberty. It had come to Gwen for he could see her breasts were now budding and her nipples stood out against her taught t-shirt, it was sexy. In his mind he had said the word…”sexy”…Gwen…naw …she wasn’t. Then again he began to look at her with a totally different eye.
Gwen was his age but she was definitely more mature by a long shot. She was also his cousin although she didn’t seem like it to him. She was more like the geeky girl next door who likes you just for being next door.
It was a rainy and cold day, when Ben and Gwen were bored. They had no idea what to do. And Max was out buying some food.
After a few minutes, Gwen started reading spells from her book. The book fell from her hands by accedent, and she saw an old diary under the backseat.
– Look what I found.
– Something boring?
– Quit it doofus! Look, its our great grandpa’s diary.
– Well, what’s in it?
– I don’t know let me check.
As Gwen opens the first page, she sees alot of reading, Ben takes the diary and opens it, he sees cool sex pictures!
Ben: Now this, this, is cool!
Gwen: What is it?!
– Check it out!
– Wooww! What are they doing?
– Gwen… They are fucking!
– it looks interesting wanna try it out?
Ben Tennnyson’s scream of joy was lost with the same call emerging from hundreds of other students as they escaped the middle school with the last bell of the school year. Normally the last bell would have meant time for Ben to meet up with his cousin Gwen as Jane and Keesha in the old control room behind the gym bleachers but Gwen had spent the last three months being home schooled after the birth of their son Ken and Jane (who was living with Gwen and her parents and huge with the approach of their twins birth) had joined her old friend in her home based classes. Keesha was still around and Ben would have enjoyed meeting her for a good hard fuck to celebrate the end of the school year but then he’d be late to meet up with Grandpa Max so the two of them had agreed after their morning fuck to skip the afternoon fuck and sealed the room for the summer.