Ben 10 Porn Story: Gwen Tennyson’s Alien Encounters – Chapter 1 Woldmutt

Ben Tennyson ducked behind a tree as he pumped his new Waterwarrior X170. He’d wanted the X670 but Grandpa had said the 170 was good enough. It didn’t really matter though, he had heavy artillery. He a little smirked and padded his satchel full of water balloons as he ducked out from behind the tree.

It’d been a while since he’d seen the enemy, but she was probably off someplace trying to dry off. Gwen was a lousy shot with water balloons, but her aim with the squirt guns was dead on. Ben’s ear still had water in it from their last encounter. “Gweeen… oh Gweeen…” Ben smirked a little more as he pumped his gun and stalked through the threes, national parks made great water war battlefields.” Come on out so I can soak you some more!” He snickered.

Gwen panted a bit, her water gun propped back over her damp shoulder as she side glanced around the edge of her current hiding spot. She’d heard Ben shout for her, but like hell she was going to just go charging out at him, all she had left was maybe a dozen balloons and a couple of shots in her gun, and those squirt-guns never worked too well when they were low.

She glanced around the tree again; Ben wasn’t anywhere to be seen, so she chose that moment to dash toward another tree to hide behind. Her cousin was still walking around through the trees, still pumping at his squirt gun.

Ben looked slowly about as he walked, but didn’t see her, even as he walked right past her hiding spot. “Gweeen… Gweeen… Come on, the game’s no fun if all you’re going to do is hide from me.” He laid his gun over his shoulder and put a hand on his satchel. This was going to be no fun if Gwen wasn’t going to fight back…

She blinked lightly in disbelief. Ben had just walked right passed her and wasn’t the least bit aware of her. Gwen grinned maliciously and took aim, if she could get his balloons to pop in his bag he’d get totally soaked, and as an added bonus, Ben totally failed at using a squirt gun. She smirked a little and licked her teeth.

Ben paused, smirked, spun on his heels, “Psyche!” and tossed a water filled balloon right at his cousin.

Gwen yelped and raised her gun up over her head in protection. The balloon smashed against the barrel, but still splashed all over her. She growled a little and glared at her elated assaulter. “You punk! Do you know how cold those are?!” She pointed and fired her gun right at him. He kept laughing even she hit him square in the forehead.

“Ow…” Ben rubbed the spot a little before he pointed his gun back at her. He kept shooting until the pressure built up in his gun was gone, but was fairly certain he didn’t hit her with a drop. So just for good measure he tossed another balloon at her. “I don’t know, about as cold as you’re gonna be once I’ve won?!” He laughed again, this was more like it.

Gwen turned tail and ran, holing her gun close against her soaked shirt as she tried to pump it back up. Her cousin was a horrible shot, but those water balloons were cold. She jumped behind another tree for cover and panted. Ben that jerk had gotten her soaking wet, and it was started to get late enough for it to be cold. She shook her gun lightly and pouted as it barely sloshed at all; the stupid thing was almost empty.

Ben was running after her, totally ignoring his gun, it was almost out anyway, and the pressure never lasted long enough for more than a couple of shots. That was why he’d wanted it the X760; it had three separately pumped barrels that you could switch between. It was totally sweet.

Of course the fact that each barrel needed to be pumped separately kind of escaped him, but he was a kid, he was allowed to ignore things he didn’t like.

Gwen could hear him running after her. She grit her teeth and shot up and ran on ahead. It wasn’t long before she was far ahead of him. She smirked a little and turned back to watch her cousin’s pursuit as she pumped her gun.

Ben stopped and panted. He wasn’t exactly in as good of shape as Gwen, mostly because she spent her time outside, and he, simply put, didn’t. He looked up and glared at the small little bluish orange dot that was his cousin. He struggled to pump up his gun quickly, but then he got an idea, and slipped it into his bag, smirking maliciously just before reaching for his watch.

She couldn’t see what exactly he was doing, but her cousin smirking maliciously never boded well for her. “Ben, whatever you’re thinking. You’d better not!” She yelled, before remembering that he never actually listened to her, and turning to full out run away. She ducked behind a tree and slid down, panting hard to try and catch her breath.

Ben continued to smirk as he dialed the watch. It took him a moment but he managed to dial in Fourarms while he could still see where Gwen was. Four times the arms meant four times the water balloons thrown, Ben also failed at math. He smirked and slammed down the plunger down.

Then he blinked, or at least he would have blinked, if he’d had eyes. He looked around a little, sniffing at the air with the flaps in the sides of his neck, and slowly the strange scent colored world of Wildmutt took shape.

Gwen panted a bit, pressing her back against the tree as she slowly slid up. A quick glance around revealed a good sized rock formation for cover and in another moment she was behind it.

Ben took a few steps forward, raising his head to the left and right as he sniffed the air. It always took him a little bit to get oriented after turning into Wildmutt. Going from eyesight to scent-sight was a little hard.

He sniffed the air again, there was a robin in the tree a few feet from him, and a mole was tunneling under him a few feet. He sniffed again, all the water they’d been slinging about had messed up the scent paths. He found his own, strong, pungent, and maybe a little rank, he should really consider washing his socks next time he had them.

His cousin poked her head up over the rocks and blinked a little. She stared at the big yellowish orange dog shaped blot a ways away. This was totally unfair; she wasn’t going to play if he was going to be an alien. “Ben! You can’t cheat!” She stormed angrily out from her hiding spot, gun in her satchel. Ben just tilted his head at her, which of course made her more upset.

He’d heard her fine, it was just that… He sniffed the air again. It was still there… It was something he didn’t recognize, but at the same time, it felt familiar. It was sweet, but not sugary sweet, it was kind of like nectar, but not like nectar, and there wasn’t a flower that strong for miles. He had to know what it was… but it wasn’t because he cared, it was more like… it wanted him to know what it was. Or, something, it was probably an alien thing; Ben was just going to roll with it.

Gwen stormed right up to him. “Ben you can’t just change all willy-nilly like that, there might be other people around! How do you suppose we explain a big hulking orange dog-thing galloping around to some freaked out hiker?!” She put her hands on her hips and just generally did the whole sensible one of the group thing.

Ben more or less completely ignored her, not something new for him. What was remotely new was that he’d actually been paying attention to what she said. Of course if there had been anyone around, he would’ve been able to smell them. Even Grandpa Max was still back at the Rustbucket, a good half mile away.

What was more interesting, or at least it was to Ben, was… well he wasn’t exactly sure what it was, but he was sure it was more interesting than Gwen. He shoved his nose right into the dirt and sniffed the ground.

He walked right past his cousin, growing more and more intoxicated with the scent he followed as he went. First it lead him to a tree, then a pile of rocks, then back to where he started. It was maddening, it smelled so nice, he needed to know what it was, he was practically compelled to find its source.

Gwen wasn’t too happy about being ignored, though she should’ve been used to it. She followed, just behind Ben, mostly because one didn’t want to be left in the woods alone, particularly soaking wet from a water fight. “Are you even listening to me?!” Of course she wasn’t exactly cold anymore. “No, of course you’re not… you never listen to me. Ya’know you’re life would probably be a lot easier if you just put some taught into… Anything! You never think ahead. What if you need to go alien to later?! Honestly Ben, sometimes I can’t believe you’re my cousin…”

He wasn’t exactly listening, but at the same time he wasn’t exactly not listening. He knew what he was doing. Well, at least it felt like he knew what he was doing, that counted for something right?

He sniffed at the rocks again. It was strong there, but it wasn’t coming from there. He pushed a few rocks aside, maybe it was underground. No, it didn’t seem to be. He dropped the rocks back into place and hopped back to where he’d been, he felt like he was chasing his tail, and it was driving him crazy… But it just smelled so good…

His cousin kicked a little dirt in his direction. “Will you knock it off? Stop sniffing around and change back already. What if Grandpa Max comes back? He’s gonna yell at you. And don’t you dare try and make it my fault. I’m Not going to take the blame for you being stupid Ben.”

Ben was hardly even hearing her anymore. He was getting too annoyed; he was going to find whatever was making this… sweet, luxurious, intoxicatingly delicious smell… It was practically a matter of pride. He was going to find it, and then… Ok well, he hadn’t really thought that part out yet… but you could be sure, when he found whatever was making this smell, he was… going to do something… something very… Something he was very unsure of.

He sniffed around at the ground again, walking around in small circles until he came nose to toe with some very familiar shoes. Gwen stared down at her cousin gone alien and blinked a little, tilting her head to one side. “What’s your problem?” She tried to shoo him away before turning to simply walk away. His whole sniff around and then sniff her fit had officially creeped her out.

Ben reared up onto his hind legs and blinked staring after her. Or at least he would’ve, had he had eyes for either afore mentioned actions. He took a few steps after her and sniffed the ground. Sure enough the scent led toward his cousin. He ‘blinked’ again, and then followed it closer. He sniffed lightly at her back end, and then was just utterly confused.

The scent was defiantly coming from her. He sniffed the ground again, or at least… it was coming from her pants…

That was it! Ben raised his head and smirked. Gwen had to be hiding something in her pockets; something smelled really really really ultra good!

Gwen just kept walking away. She had her hands on her hips and was still fuming a little. Ben was one weird kid for sure. The whole turning into aliens thing besides. She lightly brushed a hand through her damp hair and half turned to look back at him. “Well?… Are you coming or not?”

Ben leapt forward and wrapped his teeth around the waist of her pants, tossing his head down, and then back. He was going to get at whatever Gwen had; it was her own fault for not sharing anyway.

“Ben! What the heck!” She tried to turn around, beating her fists down against her cousin’s thick skull. “Knock it off!”

He growled a little, the whole not being able to talk as Wildmutt thing was, just a little annoying. But he was going to get whatever she had, or at least find out what it was; even if he had to scare the pants off her to do it… actually, that might be preferable.

Some part of him knew that it was probably just some perfume or hand lotion or… something else that girls had that smelled nice. But right now he just really wanted to know what it was!

Gwen had other priorities, like keeping her pants on. “Ben Stop Now!” She slapped him across the face, or at least tried to. She was aiming for his snout, hoping that’d get him off her. Especially since he was acting more like a wild dog than her cousin at the moment, of course that wasn’t saying much.

Ben pointed up Wildmutt’s barbs, to protect his head, she wasn’t really hurting him, but being beaten on the head was sort of annoying. He did however keep trying to get at her pants, it wasn’t like he was actually trying to get them off, he just wanted to get at her pockets, but it was hard with her wearing them, and having his snout so, very, close to the source of that smell… that sweet, luscious, alluring, intoxicating, deliriously delicious smell… it was, distracting, to say the least.

After another half minute of prying at them, Ben finally managed to tug Gwen’s pants down a bit. Having her jeans pulled down did cause her to fall forward however, and she landed, uncomfortable but uninjured, on her hands and knees. Gwen started to kick vainly toward the orange beast that was her cousin in an attempt to get him to knock whatever he was up to off.

It didn’t work very well. He put a hand, or rather a paw, on her rear, and used it to push off her pants a little. He’d gotten his teeth around the waist of them, and was more or less winning.

Gwen wasn’t too happy about that. “Ben! Those are my Pants! Let Go!” She started struggling more harshly, actually aiming for his face as she kicked.

Wildmutt’s barbs came out again, now he was actually trying to get her pants off. If she wanted to keep him from getting at her pockets so bad, than there must have been something worth the effort in them right? Plus he’d have an easier time getting at whatever was making that… smell… if she was out of them. Though he was starting to drool a little…

She didn’t really have much hope of winning, and her pants came off just a little too quickly for her tastes. Though once she was robbed of her jeans, she just sort of curled up and crawled a little ways away, trying to cover herself up.

Her pants had gotten soaked through during the water fight, and now her panties were rather uncomfortably sticking to her. And to top it all off it was just plain awkward and uncomfortable to have your alien cousin force your pants off with his teeth.

Ben just sort of gnawed on his hard won prize. He wasn’t really eating them, in fact he was trying not to damage them, he was just sort of feeling around the pockets with his tongue. And it was soon enough that he discovered that there was nothing in them.

He spat them out and started sniffing around again. He was fairly certain he was being driven insane. If it wasn’t something in her pants, then what the Heck was it?! He buried his nose in the ground again, he was going to find it, he was going to find it and he was going to… well he still hadn’t thought that part out yet but he was Going To Find It!

He sniffed around, first just smelling his cousin’s pants. But they mostly just smelled like his slobber now. It seemed like the… illustrious, delicious, addicting, intoxicating, smell, was Still coming from Gwen. But, how what that even possible?! He made a full circle around her, sniffing up behind her. Running his nose up her back, and then down her legs, and even forcing his snout between them…

Gwen wasn’t too happy about that last part. “Ben! Do you even know what you’re doing?! Knock it off!” She started rhythmically beating on his head. She was getting a little nervous. It was starting to seem like Ben was actively trying to get at her… sensitive parts… And after being soaked from head to toe by her idiot cousin they were probably the hottest part of her.

Ben sniffed again, more or less ignoring the rhythmic beating on his skull, little girl verses alien dog beast dog won after all. Wildmutt had something like infer-vision, and it could tell him that Gwen was cold, except for… parts, and he was curious why.

Unfortunately for both of them, Wildmutt was driving the majority of Ben’s cognitive function at the moment, and Wildmutt’s method of gaining more information about something was similar to most dogs. Lick it. After all, his tongue had all his best scenes, taste, touch and smell…

Gwen didn’t exactly appreciate that. She yelped and smacked the top of his head as hard as she could before scooting as far away from her canine cousin as she could get. She was blushing madly and, while she refused to believe that had actually just happened, she was absolutely furious.

Ben took a deep breath. She was Still giving off that… smell… and it was driving him crazy.

It wasn’t even that he wanted to know what it was anymore. Now he was just drunk on it. His entire world was colored by it, literally. Everything else was, dimmer, colder, less alive, in comparison. He leaned in closer to her, sniffing at her again, before sitting back on his hind legs. Though he himself hadn’t noticed it, he was starting to peak out of his genital sack a little.

Gwen put a hand on his forehead and started pushing at him slightly. “Ben, come on… Knock it off; you’re really starting to weird me out…”

Ben backed off a little, but not too much. One of his hind claws rested on top of her discarded pants. It wasn’t particularly deliberate; he just didn’t want something to muffle that… smell, again.

She sighted lightly as he backed off, it wasn’t exactly comforting after how he’d been behaving. She leaned back a little and glared at her cousin. “Now, I’m not exactly sure you had a good reason for taking my pants off, but I’ll for give you if you give them back so I can be… not quite so naked…” She pouted a little more and crossed her arms over his chest. “Please?”

He just looked to the right and took a deep breath, no one in that direction for miles. He looked to the left and took a deep breath, no one in that direction for miles. He looked back at her, and sort of… panted. That smell… He wanted it… He didn’t know why he wanted it, but he knew. He knew that he wanted it more than anything he’d ever wanted before in all his life.

Gwen slowly backed away from him a little more. “Ben? Are you listening? You’ve had your fun, now give me my pants back now… Please?” It was cold, and he was being creepy. Normally he’d at least acknowledge he was ignoring her, but now he was just sniffing the air, and acting like he hadn’t even heard her. So either he was getting better at ignoring her, unlikely, or something weird was up.

Ben just sort of shook his head.

Gwen glared at him, or maybe he was just being a jerk, that was a strong possibility. “Well why not?! You’re acting really weird Ben, now just change back and give me my pants.” She crossed her arms over her chest. “Then we can forget this whole weirdness and do whatever… So quit being a spaz and give me my pants back!” She closed her legs together a little more, and twitched a bit.

Her cousin smirked a little as he got a devious idea. Though as he was currently canine one couldn’t really tell he was smirking.

He rolled forward onto all fours and padded around her a little, kicking her pants further back with his hind claws as he stepped.

She slowly started scooting toward her pants, trying to get to them, without actually looking like she was trying to get to them. She wasn’t terribly successful at, mostly due to them being pretty far away, so she more or less settled for just trying to keep the intoxicated canine boy from leaving her sight.

Ben just sort of waited for his chance. He wanted her on all fours like before. He had a plan, and evil devious plan created by an intoxicated, drunk mind, a plan to which he had absolutely no idea what the purpose was. But he had it.

Gwen started to lean forward slowly… just reaching out for her jeans as she tried to keep an eye on him. She slid onto her knees and bit her lip, concentrating on reaching her pants, without showing that she was reaching for them. She had no idea how she was going to do that, but she knew she needed to get it done.

There was a brief flash of orange fur, and Ben was behind her, his large paws pressing down on the back of her knees, their thumbs on one side, digits on the other, pinning her legs in place.

He sniffed at her rear again, licking it once again. It was that smell… that sweet, succulent, hazy, delicious smell… He just wanted to, taste that smell…

Gwen was far from comfortable with this. She yelped and wriggled, trying to get out of his grasp even as it was plainly pointless. Her vision blurred a little when he licked her, and she let out a sharp shriek, arching and twisting to try and get out from under him. “B-Ben! Knock it off!”

He just sort of ignored her. He’d already been pretty good at that, even when he was human, and now he wasn’t. Now he was an alien, an alien swimming in a sea of succulent colors and wrapped in a sheet of delicious warmth. He licked again. It was just so… sapid, sweet and piquant at the same time. He hadn’t even known he’d known those words, and they still weren’t adequate to describe this.

His cousin wasn’t enjoying it as much as he was. Well, she was, but she didn’t want to be. This was so wrong on so many different levels, and she really felt she should be fighting it more than she was. But all she really did was chirp a little, and wriggle a little.

It wasn’t long before Ben was whipped into a frenzy. He could no longer restrain himself; he licked at his cousin again and again and again. She just smelled soo nice, and tasted soo good, and felt soo warm… He just… couldn’t help himself.

Gwen closed her eyes and vainly tried to struggle. It was just so hard to concentrate when all she could feel and think about what that hot damp licking through her soaked dampening underwear. He just kept lapping at her, again and again, each time pressing his wide, flat, hot tongue in between her legs, and rubbing his rough taste buds across her with such fever.

It wasn’t long before she was panting, still weakly trying to struggle free, but only really barely able to hold herself up. “B-Ben… St-top…” She panted, hot muggy breaths barely escaping, before she gasped for another. “Ben… Stop it… Kn-knock it off…” She arched her back, gasping suddenly as the friction started to build up. She bit back a tepid squeak.

Ben continued to lick at her. He didn’t really have to ignore her anymore. He was far too gone, too twisted up within the swirling vortex of sensations he was pulling from the small, hot, damp, cold body before him. He was drowned in her scent. He was starved by her flavor. He was intoxicated by her in every way humanly possible, and a few that weren’t.

Gwen shivered. She was now as lost as her cousin. She couldn’t fight back anymore, and she felt her hot opening becoming slick with more than just his saliva and the water from their fight. She whimpered weakly and tried to make him stop one last time. “Please…. Stop…” She panted harder and shivered harsher, curled meekly forward, growing unable to hold herself up anymore. Her face was red, her body hot, and each time his tongue would return to his mouth, it would lash out again, lapping her up, enough was never enough.

He could no longer hear, even with the intensified hearing of his alien form. He couldn’t hear anything anymore. No, he heard something. He heard the lapping of his tongue against her, and felt the soft damp fabric brushed against by his rough alien tongue. And he smelled that sweet, luscious, intoxicating, delicious, delectable, delirious scent that had drawn him to her in the first place.

She started to chirp and yip again. Her back arched, that hot tight coil that had built up inside her, released, accompanied by a small surge of her own liquid, it pushed against Ben’s tongue, and against the fabric of her underwear. Gwen shivered, going ridged, as she gasped and chirped weakly, nearly collapsing.

And Ben all too eagerly lapped up her juices, just letting her fall forward before raising his head to the air again. He took deep breaths, deep intoxicating breaths. The air reeked of that maddening scent, but now… something else hung there.

He raised a paw from her legs, and looked down between his own. There was something large red and dripping between them.

Now Ben was no fool, he knew full well what this large red dripping shaft was, but he didn’t know how to use it.

Gwen just sort of laid against the ground, struggling to catch her breath. Her back side up in the air, as she sort of leaned on the ground. She growled a little and pouted, cursing herself for things letting get that far. Ben was an idiot, but she should’ve known better.

He sniffed at her again, that smell was still there. And then he got what he felt was a brilliant idea, if she’d smelled better without her pants, then what about her panties? He smirked a little and gingerly bit the backside of her underwear, tossing his head down in an attempt to pull them down.

Ben was an idiot.

Gwen yipped softly and squeezed her legs together. “B-Ben… Do… Not.” She sounded a little more, herself, but her ruffled hair and lack of breath showed her true state.

He ignored her and pulled her panties down with one swift, and surprisingly skilled, movement. Though with her legs squeezed shut he only got them over her rear, and the crotch didn’t move an inch.

He did, however, now have more or less full access, at least as far as his tongue was concerned. He sniffed her exposed rear lightly, and licked her once again.

Gwen jerked forward and twisted around. She smacked at Ben weakly, she might’ve been a little out of it, but there was no way she was going to let him have a second run of her, and for once, he actually listened to her. Ben backed off, taking a few steps back and rolling to sit on his rear, unintentionally exposing his hot, red, dripping shaft to her.

Gwen glanced down at her cousin’s exposed self, and blushed furiously. She quickly covered her face and lay down, groaning most unhappily. “God Ben… What’ve you done?”

He whimpered lightly, padding over to her slowly, before he laid down on top of her, just light enough to press his shaft against her rear.

She quickly blushed feverishly, squirming a bit once she realized what was pressing against her, but she didn’t move enough to shake him off. “Ben… you’re a dork.” She said quietly, reaching up and petting him gently, she sounded like she was stating a fact. She knew it wasn’t really fair, to just sort of leave him like he was. She just felt that it wasn’t what she was supposed to do.

Gwen sighed lightly, and tentatively gnawed on her lip. “I-if you want… Y-you could… uhm… I… don’t know… I could…” She didn’t know quite how to say it, but she wanted to give him permission to do what he needed to do… Ben was an idiot, but a good kid.

Ben of course didn’t actually have any idea as to what it was that he ‘needed to do,’ but lucky for him, Wildmutt did. He started lightly humping her rear, just enough to press his hard shaft against her, rubbing it up and down along the base of her spine. Gwen just sort of yipped, nibbling on her bottom lip before speaking up. “W-wait Ben… I…” She gnawed on her lip a little more. “I can… help?” She knew what was supposed to happen, she’d taken sex E.D. She just wasn’t entirely sure she wanted it to happen.

Ben growled lightly, although it was really somewhere between a moan and a growl, before rising up off her. It was hard to stop stimulating himself, but he did try to restrain himself. He wasn’t terribly successful, his hips still rocking lightly against the air, but Ben wasn’t known for his personal restraint, regardless of his current species.

His cousin sat back on her heels, looking nervously back at him as she watched him hump the air beneath him. Gwen took a deep breath, and then smiled, reaching back and letting her fingers just lightly brush against him. Ben paused, taking in a deep breath and just sort of adjusting himself in her hand.

The small red haired girl blinked a little and quickly removed her hand from her alien cousin. She tentatively bit her lip before turning around and getting on her hands and knees. She pushed her panties down to behind her knees, and exposed her hot, bare, drenched pink opening. “Y-you think you can… Not mess up and, get that in here?” She felt like such a Skank saying that, but it’s what her cousin needed, or at least she thought that was what he needed.

Ben nodded his blind head and mounted her. He didn’t really know what he was doing when he mounted her, but Wildmutt was bigger than her, and knew what he was doing when he mounted Gwen. He pressed his throbbing tip against her exposed rear, without eyes it actually wasn’t that hard to see where he was aiming, even with her beneath him.

Gwen reached back between her legs, and took a tentative hold of her canine cousin’s slick red shaft. She swallowed hard, and tried to ignore what she was actually doing as she guided the tip toward her small pink opening and pushed back toward him a little. Her soft flesh admitted the intrusion a little easier than she would’ve liked, and she gasped softly turning her head away. “Y-you, have to be… careful Ben…” She bit her lip.

He didn’t need to be told. She felt so soft, so warm, and so fragile. He could’ve sworn she would’ve torn form breathing too hard, even as he gently rocked his tip into her damp depths. This caused Gwen to gasp softly, and tense up; attempting to hold still for Ben, and just let his thick ridged self push deeper into her hot core.

Ben slowly and surely rocked himself deeper inside her, as deep as he could go, panting out hot dog breaths the moment he felt himself touch the deepest part of her. She winced and stiffened up as she was filled, arching her back and panting out her own hot damp breaths, as she tried to cope with the hot stretching and damp tugging that was over taking her senses.

Her alien cousin continued to pant, and even began to lick the back of her neck out of instinct, before he started to slowly, gently, gingerly pull himself back, only to slowly rock forward a moment later. The stimulation was breathtaking, he literally panted like a dog in heat, it was just so… unlike anything he’d ever felt before…

Gwen bit her lip to stifle her quiet yipping, even as she rocked back and forth in time with him. She dug her fingers into the earth beneath her, arching her back up into the orange beast looming over her. The beast that was just lightly humping himself against her, Ben knew Wildmutt was stronger than her, and she felt so soft… He certainly didn’t want to do anything that could possibly hurt her, right now; he kinda wanted to marry her.

She just moaned softly, still arched back into him; she tilted her head to look back up at him. Her eyes were clouded, and her face was flushed, but she had a feeble smile spread across her face, and wasn’t showing the slightest hint of pain. Ben just sort of let his tongue lag out of his mouth a little more as he started to rock against her just a little faster each time, bit by bit building up a pace.

Gwen tensed up a bit and closed her eyes, chewing on her lip as she rocked back against her alien cousin, pressing her backside up into him as her body squeezed down around him.

He started to truly pant as he pumped himself in and out of her with his strong powerful alien legs. He was totally lost within the experience, it hadn’t even dawned on him that what he was doing was sex, it just occurred to him that he and Gwen should do it more often.

She wasn’t in much of a state to complain herself, gasping and groaning weakly under him, moving with each powerful drive of his alien manhood. Her short hair was tossed about her face as she tried to steady herself. It felt so good, but at the same time weird and wrong, to have that thick red thing fill her up and move around deep inside her.

Ben slowly started to curl around her, pressing the light fluff of his chest down against her back as he started to pump just a little rougher, pushing himself deep inside, and pulling himself out. All the while panting hard just over her ears. She gasped and arched back into him. “Ben… uhn… Ben, y-you’re heavy…” She laughed softly, wriggling her hips back against his, with a smile on her face.

He affectionately licked the back of her neck, spreading his forward legs to hold himself up a little more, even though he kept himself well curled around her. He even began to yip lightly as he felt something building at his base. Gwen arched to him, and kept rocking back against him. Her insides were squeezing around him, sucking him as she yipped playfully back.

He began to hump her a little faster, and she could feel something thick and knotted beginning to press against her, but she felt sturdy enough to lean down on one arm and reach back between her legs. Her hand found its way to him and Gwen began fervently rubbing at whatever part of him she could reach, trying her best to be encouraging and comforting even as she gasped and her inside throbbed, closing down around him like a vice grip.

Ben grit his teeth, snarling as he climaxed. He didn’t force his knot inside her, she was too small, and it would’ve taken too much to lock himself inside her.

Instead he merely sprayed out into her, and kept humping. Though it wasn’t long before his body went lax from the climax and the omnitrix started to flash and beep, signaling his time was running out. He pulled himself from her, and some of his, or rather, Wildmutt’s seed got on her.

Gwen shivered almost violently and slid down, wrapping her arms tightly around her chest as she flushed furiously from embarrassment. She felt him climax, and it was just such an odd thing, and now she’d have to face human Ben, and after what she’d let him do to her as Wildmutt, he’d never let her live it down.

The Omnitrix flashed.

Ben snored.

He was fast asleep; the whole experience had been a little much for him.

Gwen blinked a little and stared back at the sleeping boy behind her. How dare he fall asleep! She glared back at him before just, shrugging, and getting her clothes. They were dirty and wet, but she wasn’t about to go walking around in her shirt and panties.

She pulled up her underwear, despite a slight squishing sound, and put on her pants, before walking over to Ben. She glared down at him as he slept, but then just sort of smiled and sat down beside him, lifting his head into her lap she just let him sleep, absent mindedly stroking his hair.