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Ben 10 Porn Story: GTAE – Chapter 8

Ben 10 Porn Story: GTAE – Chapter 8

Gwendolyn Tennyson laid out on the deck of a cruise ship. Her grandfather had gotten them onto one, it was nice, big, had a couple of pools, various organized events, the only down side really was the small fact that it was a senior cruise, which meant she and her cousin Ben were the only children on the entire boat. She was currently sun tanning near the front of the ship, laying out on a deck chair with sunglasses on and a book resting neatly in her lap.

Her cousin laid out on his stomach, not three feet from her, staring out from his own chair. He was watching all the old people play in the pool, well, play was probably a bit too generous a term. “Awh man… I wish there was a real beach around here… What the heck kind of cruise doesn’t stop on any nice sunny beaches?”

She stretches out, and stood up. She was bored and hot, and she rubbed at the back of her head, before starting out toward the pool. The deeper side was pretty much unoccupied. Her cousin flipped over onto his back and watched his cousin walk along the ceiling of the world.

Gwen took her sun glasses off and walked around to the deep end, slipping her feet in and sighing up at the bright blue sky. She was seriously considering hijacking a lifeboat, just to get off this bored-ville cruise ship.

Ben on the other hand had his own lifeboat from boredom. He poked at his watch a little. There had to be something in his watch that could make a three day summer cruise less boring, maybe he could go Upgrade and mess with the air conditioning or pool heating or something.

His cousin stared off at the horizon, dangling her feet just off the edge of the pool, catching sight of something that made her grin as she did. The nubile red head hopped up, leaving her sunglasses by the pool, and walk over to deck railing, looking out over the water with a wide smile.

Ben caught glimpse of her, and suddenly shared her diversion. He hopped up and walked over to her, trying not to look as interested as he was. “What’s up Gwen?”

She continued to grin, turning over to look her cousin in the eye. “Look, Ben, there’s like a tropical over there.”

He looked out at the island, leaning on the railing a little. “Yeah, so? It’s not like we can just skip over there and back before someone notices we’re gone.” His enthusiasm was draining.

Gwen just stared. “Hello. Earth to Ben, you have a watch that changes you into aliens. Please tell me I don’t have to explain any further.” She put her hands on her hips and stared at him like he was the idiot he was.

Ben blinked a couple of times. “Ohh… Right.” He smirked and dialed the watch. “Alright, Ripjaws? Or Stinkfly?”

His cousin rubbed her chin, licking her lip a little. “Let’s go with Stinkfly… we don’t want to upset any aquatic life with that freaky merman thing of yours.” She leaned over the railing a little, smiling, half at her cousin, half at the little speck of desert island off in the distance.

Ben smirked, glancing around before dialing in the insect alien. “Alright.” He jumped over the edge of the railing and smacked the plunger down just before he hit the water, hovering there just below his cousin. “Hop on.”

She looked about a bit before carefully climbing over the railing and hopping over onto her carapaced cousin. She held on tight and looked out toward the island with a wide smile. “Alright, let’s go!” And with that Ben kicked off, soaring over the water, hovering a few feet above it for a nice view. His wings beat up and down as he zipped through the air. His cousin holding on tight, turning to look back at the ship to make, absolutely certain no one saw them take off.

Ben smirked, zipping across the ocean’s surface, dragging one of his extra legs across the surface as he flew. “Alright, this is gonna be sweet. White sandy beaches, no one else around for miles, it’ll be like having my own private beach. Of course you’ll be there, but I won’t let that bother me too much.” He snickered just a little, two of his eyestalks bending back to look his cousin in the face.

She sort of just snorted at him. “Oh? If I recall I was the one who discovered it, so it’s my beach not yours.”

“Hey I’m the ride. If it wasn’t for me you wouldn’t even be able to get to it so…” He added his other two stalks to those looking back at her, and thus no longer had any paying attention to where he was flying.

He flew right through a swell, getting his wings soaked with salt water and causing them to become completely useless to fly. Luckily the only reason he’d hit a swell was because he was close to the shore, and his momentum was enough to carry him across to the sands, like a skipping stone.

He ended up face planting right into the white sandy beach he’d been arguing about. “I uhh… meant to do that?…”

His cousin blinked down at him as she crawled off him. She reached out and touched the light, damp, films, staring it with sheer terror splayed across her face. “Ben! We’re stranded!”

Ben stood up and shook himself off, twitching his wings a little as he crawled up the beach so the tide didn’t splash him. “Chill out Gwen. My wings are fine, we just gotta wait for them to dry out is all.” He laid out under a palm tree, wagging his tail back and forth as he twitched his wings periodically.

She frowned a little and watched the cruise ship sail drift across the horizon. “If you say so…”

Her cousin eyed her a little, his left eye stalks watching her stand there, while his right watched the ship off in the distance. Then he smirked and got one of his ideas. He snapped his head and spat Stinkfly goo all over her. It wasn’t anything harmful, just goopy water proof stick that was hard to get off and didn’t smell too grand.

She shrieked and started struggling with the gunk the moment she felt it on her. “BEN!!!”

He just snickered, tucking his arms up under his head. “Hehehe, sorry Gwen, but if I’m not gonna get to go swimming then I’m gonna have to amuse myself, somehow…” He snickered again, twitching his wings.

Gwen tried to get the stuff out of her hair and started walking toward the water. “You JERK!”

Ben snickered and twitched his wings again, watching her wade out into the sea. The goo was mostly water proof, but water proof really only meant water-resistant, and he quickly became bored with his cousin covered in his goo, and scanned around the beach until he spied a coconut tree. He smirked and stood up, skittering over to it and then crawling up it in true insectoid fashion. “I’m sorry Gwen.” He snagged a ripe looking coconut. “Split a coconut with you?” He twitched his wings again, airing them out at the top of the tree before crawling back down.

His cousin was busy scrubbing her hair in the salty sea. “In a sec Ben… almost got this stuff out…” She was scrubbing like her life depended on it.

Her cousin just sort of snickered a little, laying the coconut out on the beach and turning around. He aimed carefully and brought the barb of his tail down on top of the hardened fruit. It popped in half with a delightful clunk and hardly even lost a slosh of milk. Ben quickly took his half and buried his face in it, Stinkfly had a thing for fruit.

Gwen finally trudged out of the water, sopping wet, her hair still had some bits and pieces of the gunk in it but she was mostly clean. She walked over to her dorky cousin and grabbed her half of the coconut sipping at it quietly while she plotted her revenge.

He was chowing down blissfully unaware. Stinkfly was built for eating things like the coconut, his teeth peeled the meat away from the hard shell with ease. Gwen was just sipping at hers, letting the lukewarm coconut milk slide down her throat before she got an idea.

Ben just laid out on the sand, twitching his wings again. He smirked a little, licking some coconut milk from his alien jaw. “Hmm…” He rubbed his stomach with a couple of his legs, “that hit the spot.” He looked up at the tree, and the coconuts still hanging there. He spat some goo at them with pin point precision, and they fell to the ground next to him. He didn’t notice, nor did his cousin, but this goo was a little different than his normal green goo. It was lighter, thinner, and smelled almost sweet rather than foul. Ben just kicked the fruit back behind him and snapped them open with his tail like he had previously.

His cousin laid back in the sands, soaking up the warm rays of the sun and letting her hand rest on the shell of the coconut, the meat was left, she had just sipped out all the juices. He might’ve noticed the sweet smell of Ben’s polluted goop, if she hadn’t been enjoying herself so much. Warm sands, cool air, and an alien fly serving you fresh coconut, what more could she want?

Her cousin offered her one of his newly smashed open coconuts. “Care for another Gwen?” Some of his white goo had mixed into the milk, but you couldn’t really be brought to care, they were practically indistinguishable and he was already munching down his.

She sat up and shoved the one in her hand to the side. “Sure why not?” She smirked a little, sipping at the new coconut, she wasn’t really paying that much attention, to Ben, or his secretions, she was lost in her own little tropical getaway fantasy. The on-demand coconut milk wasn’t helping burst her bubble either.

Ben wasn’t being particularly perceptive either, not that he was ever the sharpest tack, but you might’ve thought he’d notice the coconuts were affecting his mucus glands. He didn’t, but in his defense Stinkfly was kind of stoned off the coconuts already.

Gwen was sucking down the fruit juices, she felt a little funny, but she was sitting on a beach beside her mutating alien morphing cousin drinking coconut milk fresh off the tree, and she about as confident in Ben’s ability to gauge the ripeness of tropic fruit as she did his ability to pick appropriate birthday gifts. So she decided to take her life in her own hands and ignore the spin in her head and the heat on her cheeks.

Her cousin on the other hand kept eating until he ran out of coconuts. He sprawled out on the beach and twitched his wings, they were long since dry, but now he was just sort of in the habit of twitching. She laid back out on the sand, tossing the coconut away and groaning a little before rolling over onto her side, facing away from her insect cousin and curling up just a little.

Ben’s eyes slowly drifted around to stare at his cousin’s rear. “Heheh…” He snickered a little, and twitched his wings attempting to roll onto his feet. “Hey, hey, hey… hey Gwen.”

She groaned a little. “What is it weirdo?” She flipped over and looked over at him, still curled up, but more or less facing him now.

He smirked and twitched his wings. “You’re kinda hot in that swimsuit.” His eye stalks weren’t as steady as they could’ve been.

Gwen blushed a bit and pouted at him. “Oh no you don’t… Mr. Space Alien, I’ll defeat you before you can force me to lay your slimy space eggs.” She started crawling toward her cousin, bent on messing him up, even if her arms weren’t as steady as they could’ve been.

Ben snickered a little and folded up his wings. “I don’t even know if I lay eggs… but if I did, I’d totally make you lay them.” He smirked, skittering toward her just a little.

She growled and rolled onto him, or at least around one of his legs. “Well we’re not gonna find out! I’ll not let you win.” Her voice took on an odd British accent for no real reason and she started giggling because of it.

Her cousin snickered and twitched his wings just a little, curling his tail up to tap her on the head. “Oh? And what is it you’ll win?”

She blinked a little, but then grinned and tackled his tail. “I’ll win you of course.” She missed, but that didn’t affect her spirits.

“Oh will you now?” Ben smirked a little more and tapped her on the back of the neck with the barb of his tail.

She wriggled and smacked at the tail a little like a playful kitten, and a little like an intoxicated ten year old. “Y-yeah… s-so prepare yourself for a merciless defeat.” Her cousin’s tail was blindly prodding at the neck of her suit, and his wings twitching blew wind in her face, but she just smacked at him a little more before rolling off and winding up on her side in the sand under attack from a fit of giggles.

Ben was giggling right alongside her; his wings folding back up as he laid down beside her. “So, just how were you planning on wining me my lovely cousin?” He was a little drunk on coconuts himself; his eyestalks were still waving as he tried to focus in on his cousin.

She grinned up at him. “Why by seducing you with my feminine wiles of course.” Gwen slowly lowered one strap of her swimsuit, smiling as bit chewed on her bottom lip and blushed a little.

Her cousin just snickered. “Aren’t girls supposed to get feminine whiles after they hit puberty?”

She shrugged. “It doesn’t matter, if I think I got ‘em, then I do.” She stood up, swayed a little, took a few careful steps to get her baring, and then smiled drunkenly down at the four-eyed face of her cousin while she slowly stripped her swimsuit off.

Ben wore the self same smirk, standing up little by little, his multiple legs helped keep him from falling over, but he didn’t exactly look steady. “Hehe…” He smirked a little more trying to focus in on his red headed cousin. “Hey Gwen, it’s like you’re a stripper.” He chuckled a little, before falling over onto his side, his legs crumpling under him.

His cousin laughed. “That’s what I want you to think… m-maybe I should dance.” She hiccupped a little and looked over at him. “See, you’re defeated, and I didn’t even have to get naked.” The straps of her suit were pulled down to her shoulders.

Her alien cousin smirked again, and folded his other legs up under his sides while he watched her. His head swayed for a little while, and then he fell over, resting his head in the sand as his wings twitched behind him. “Y-yeah. I’m defeated…” He chuckled a little, one of his eyestalks looking up at her while the rest laid defeated. “But you still gotta get naked… it’s the rules.”

She blinked a little. “Do I really gotta?” She looked down at her suit. “M-maybe I’m supposed to.”

Ben nodded his eyestalks as they stared up at her. “And then you get your prize.”

Gwen grinned a little and started slowly peeling her suit down her lithe body, sliding the tight elastic material over her budding breasts. She gasped slightly as her small pink nipples grew a bit perky from the cool salt air. The young red head slipped the material down the rest of her soft, slightly pale skin. The coarse fabric sliding over her barley there hips, and then exposing her soft slit. Once she had it around her ankles she stepped out, and finally looked around like she had forgotten where she was.

Ben twitched his wings a little, staggering to his feet. “An’ now you get your prize…” He waved dangerously, but caught himself, before blinking dumbly. “Uh… what was your prize again?”

His nude cousin swaggered a bit as she walked over to him. “I get you silly.”

He blinked a little more. “Oooh yeah…” Ben smirked at her.”

She grinned back. “Now come here my minion.” She pointed to the ground in front of her, looking a little like a naked ten year old red headed dominatrix, until she lost her balance and wavered before catching it again.
Ben carefully put a leg forward and then tentatively followed it with another, and then another, and then he slowly repeated that process until he was practically on top her, staring down at her with his wavering eyestalks. “How do you want me boss?” He said with a bit of a drunken smirk.

Gwen leaned forward wand wrapped her arms around her cousin’s neck, before falling backward and taking him down with her. Ben could’ve held the two of them up, had his legs been working entirely proper, as it was he collapsed down on top of her, folding his legs up under him as he laid out over his small red headed cousin.

She just laughed softly, looking up at him very dazed, and crinkling her nose a little. He leaned his head down toward her, he had plans on kissing her, but once he got his face close enough he couldn’t see her anymore, his eyestalks not bending close enough to look at his nose. “Gwen? Where’d you go?”

She shoved at him. “I’m right here doofus.”

He leaned back and looked down at her. “Ohh… you vanished…”

“Sorry, I didn’t mean to.” She giggled a little, snuggling down into the sand and softly petting her alien cousin’s sides.

He smirked down at her. “Eheh, that’s ok.” He laid on top of her and twitched his wings lightly. Gwen closed her eyes and sighed, enjoying the warmth of the hot sun above her, the feeling of the warm sand beneath her, the cool breeze of the ocean washing over her, and the gently weight of the alien fly on top of her.

Her cousin laid there on top her, twitching his wings lightly while he just enjoyed the soft feeling of the warm little girl beneath him. In fact he was enjoying it more than he knew, his insectiod manhood slowly sliding its way out of a small split in his exoskeleton, rubbing itself against the naked flat stomach of the girl beneath him lightly.

Gwen’s eyes fluttered open and she looked at him a little funny. “What’s that? You spit on me again?”

“Nawh, I don’t think so.” Ben blinked down at her a little, sitting up a bit. His manhood dripped with some kind of slimy thin lubricant juice.

His cousin blinked and gasped, covering her mouth in mock horror. “Oh no!!” And then starting to squirm and wriggle down the sandy beach away from him.

“Gwen? What is it?” Ben blinked after her, well his top eyes blinked, his bottom pair waited a second before deciding that they should probably blink too.

She tumbled back onto her rump and laughed at him. “Y-you’ve got a stiffy.”

Ben attempted to look his own crotch in the eye, which, while sounding rather difficult, Stinkfly’s lack of a spine helped him manage it quite nicely, though it did end up looking a little like he was going to suck himself off before he straightened back out. “Yeah, so?”

She was already staggering down the beach, still giggling to herself. You really couldn’t call what she was doing running, not in any real sense of the term, but she sure managed to look like she was trying to run.

Her cousin blinked a little, but smirked and took flight, only about an inch off the ground. He hovered over the ground waving back and forth before crashing through the air after her. He caught up in no time, and then caught her by wrapping his legs around her lithe little waist and landing on his forward most pair. In one swift motion, he had managed to both capture her, and mount her. “Gwen, what’s with you?” And his brain was up to registering either. “Well, ya know, aside from you being hot and naked.” That he could register though, and he was taking much enjoyment in doing so.

She swayed a bit and licked her lips as he latched onto her. “My head is so fuzzy… heheh, everything is spiiinninnngg…” She bumped her ear back towards him and shook her hips ever so slightly.

Ben chuckled a little. “Hehe, yeah, I’ve kinda got that going too…” He smirked a bit and rocked his abdomen toward her just a little, rubbing his insect shaft over her rear as it continued to drip with sticky slick lubrication.

Gwen giggled a little as she rubbed herself back against the sticky feeling on her rear. “O-oh well… maybe i-it’s the island air.” She staggered a bit and started falling forward.

“Careful Gwen.” Her cousin wrapped his middle two legs around her waist, holding her up gently while his insect hood pressed against her tail bone.

She mewed a little. “U-uhn… l-let go, I need to lay down…” She was still swaying, and pressing herself back into him.

Ben just kind of smirked down at her. “I’m not gonna let you go anywhere in your condition. You’re practically falling over yourself, what makes you think you can stand up?” He was still subconsciously rocking himself against her, and he was started to consciously notice how much he liked it.

Gwen arched her back and let out a light, soft, mew. “I don’t wanna stand up, I want to lay down…” She pouted, wriggling lightly against his grip.

Her cousin blinked a bit, having a little trouble himself. “Well, you’re not doing that either.” He pouted down at her and just sort of held her again him, still trying to think of something else to do with her.

She laid her head back and whined. “But Ben… I’m dizzy.” She was panting slightly, rocking her hips up and down slowly.

“You just need to get your mind off it.” Ben was rocking against her himself, though he wasn’t actually terribly aware of it. His wings twitched a little more, just to give himself and her, a little air.

Gwen swayed a little, panting a bit harder. “B-ben… Please…” She wasn’t really voicing it, but she was hot and bother for some strange reason, and she could feel a small squish each time she closed her legs.

Ben hummed a little, still trying to think, which didn’t work terribly well when he was intoxicated. “Well, I guess we could go back to the ship… My wings are plenty dry now.” He rocked against her a little more, it was entirely subconscious, but that didn’t mean he wasn’t starting realize he enjoyed it.
His cousin whined a little more. “N-no not that… uhn.” She arched her back a little. “Ben, come on.” She was trying to get his shaft to slip between her legs. Her cousin paused for a moment, blinking lightly before he realize firmly, for the first time, that he’d been rocking his hips against his unclad cousin’s rear. “Oh…” He pulled his hips back a little more and pushed the tip in between her legs. “Like this?” He rocked up against her, consciously now.

Gwen gasped and smiled as she tilted her head back, a throb shooting up her spin from deep inside her slick opening. She moaned and rubbed herself down onto him. “Y-yes.”

He smirked a little, rocking his hips down against Gwen a little harder. “Heh, guess it wasn’t the island air.”

She pouted a bit, but nodded back as she rubbed over him with her wet, dripping, opening. “Y-yeah… probably not.” Her cousin smirked a little more, holding her up closer to him, pulling up with his middle legs. He rocked himself back and forth against her slowly, his tip was constantly leaking some sort of sticky slimy thing but thick fluid as he rubbed, his shaft was utterly coated in it.

Gwen panted, licking her hips and rubbing back against his coated shaft. She liked the feel of the slim against her, hot, sensitive opening. Ben slowly started humping her a little faster, his bottom set of eyes looking down at her, his chest pulled back so he could see over it, while his top instinctively looked for predators that would never coming. His cousin was gasping, whining softly. “C-come on Ben… don’t tease me anymore.” She was begging him, and it was very obvious by the way she cooed and chirped that she was probably more aroused now, than she had ever been.

Her cousin smirked a little more, pulling back out from between her legs and rocking himself forward, he jabbed against her opening but slid back down between her legs before penetrating. Gwen yipped as he tried to get in, gasping for breath and shivering as he slid down. She leaned back into him as he tried again, and spread her legs a little wider.

Ben raised himself up a little as he tried again. This time he aimed too high, and prodded her anus a little before the lubrication he had leaking from his tip allowed him to push straight in. He couldn’t really see what he was doing at all, so it wasn’t his fault entirely.

Gwen on the other hand was totally going to blame him. “B-BEN!!!” She yelped loudly and started shaking a little.

Ben pulled back in a flash. “What?” He didn’t know what he’d done wrong, just that it was tight and warm, which in all honestly sounded two thirds right.

His cousin on the other hand was wriggling her hips to try and make the sharp pain go away. “Wr-wrong one, wrong one!” She grimaced.

Her cousin pulled back until his tips slid out of her, a small trail of his goo dripping from her to him. “Sorry.” He leaned down around her, pulling her up with his legs so he could see what he was doing, curling his lower end around her a little more. “I’ll get it this time.” He watched himself rock forward and push deep into her damp, hot opening.

She seemed to sigh as the pain ebbed away, holding onto one of his arms tightly as he pushed up into her wet slit. “Y-yea n-no problem.” He pushed himself all the way inside of her before uncurling again. He held himself there for just a moment, letting her get used to Stinkfly’s oddly shaped manhood. He was almost pointed on the end, but had a rather large swell just about half way back, and stayed that wide for the remaining four inches.

Gwen shivered and arched her back as her tight body closed around him. Her arousal caused her insides to give a significant throb and clap down around him. Her cousin twitched his wings, subconsciously rocking in and out of her lithe frame. His conscious mind was preoccupied with the incredible feeling of her aroused body wrapping around. It was such a change from their last encounter, where Diamond Head hadn’t felt a thing.

His cousin chirped and moaned back, rocking her hips as her tight body milked him for all he was worth. He spread the four legs that held him up a little, and tightened his grip down around her waist. He was lower to the ground now, Gwen’s back pressed almost flat up against his belly as he rocked slowly in and out of her. She just gasped and kept rocking her hips, liking the feeling of something soft inside her tight throbbing body. “U-uhn, Ben… c-come on Ben, please.”

Ben smirked a little, and started truly pumping her, thrusting himself in and out of her with the strong solid muscles of his insect hips. He kept twitching his wings occasionally, just to keep them moving, and to being cool air to the young girl pressed up against his thorax. She started chirping and yelping loudly, she had no mental barriers to stop her noises, or from saying what she wanted, but as of that moment, she was just happy to feel her cousin moving about inside her.

He kept pumping her nice and firm, thrusting his hips toward her in a smooth rhythm. If you’d seen him could’ve mistake him for some great fly humping something small and hidden, his pace was, for lack of a better word, natural, nothing about it seemed to hint at desire, but it never held still long enough to be called uninterested.

Gwen grit her teeth as she panted, rocking her hips down into him. Her body was hot, and growing hotter as she grew more vocal. Her cousin smirked at her sweet noises, spreading his legs out a little further and getting a little rougher, getting closer to truly frenzied humping.

She yelped and started moaning out his name, along with various other dirty things she normally would never have said. Her body was slick, hot and kept squeezing him. If the red haired girl wasn’t so aroused she might have complained about it.

Her cousin started panting as he started flapping his wings enthusiastically, it was kicking up a little sand but most of it was blown away. Besides there was something about how Gwen was moaning that implied she wouldn’t mind much.

Gwen yipped and clicked her teeth a bit as she tossed her head back, hot liquid squeezing out from her core and dripping down over him into the sand in hot sticky globs. Ben continued to pump her, nice and hard, humping her like a dog in head. His shaft still oozed with lubrication and it mixed readily with her own as he pistoned himself in and out.

She continued to chirp and mewed out, her vocalizations getting quieter and her body starting to slap up against him when he thrust in. Ben had no idea why but he felt the need to display her, and he wasn’t in any particular mood to ignore his desires. He tossed himself back balancing on his two hind legs and flapping his wings in the air to keep himself balanced along with planting his tail in the ground. He continued to hold her to his belly and pump himself in and out of her dripping pink slit.

Gwen continued to yip and groan as he moved about. She bit her lip and kept rocking down into her cousin, not really caring what he did anymore. Ben leaned himself back further, lifting his cousin into their so her feet dangled a good foot free of the sand. His highest pair of legs was outstretched, completely exposing her for anything that happened to walk by. He held this pose as pumping in and out of her rougher than before.

The drooling red head pressed back into him, her tongue lagging out of her mouth and her eyes cloudy. “Oh god Ben! Oh god oh god! Harder!” Deep inside herself she was screaming in embarrassment, but she couldn’t control what she was saying anymore, and her cousin readily answered her requests. He bucked up into her harder, pumping himself with his legs and his tail for full power.

She started bouncing on him, gasping as the friction started making her body throb and squeeze down around him tighter and harder. Ben was starting to pant a little himself, but the constant flapping of his wings kept himself well balanced, and cooled. He did throb inside of her as he pumped though, mostly around the swelling just behind the first four inches.

Gwen chirped loudly as her body suddenly convulsed, tugging her cousin into her even deeper as it throbbed and squeezed. She shivered, hot clear liquid spilling out around Ben as he panted and pumped himself up into her even harder as she came.

His orgasm followed shortly after hers, but Stinkfly’s was something rather different. He pumped himself into her harder, and swelled just inside to lock into place as his tip pushed out a dozen, small, about the size of a dime, perfectly round, eggs. Gwen gasped as she was filled with the odd, and new felling.

The instant she came her brain had shut down from the exertion, and she seemed to almost faint, going limp in his hold. He held her to his chest, leaning forward and landing out on his four legs as before. He could feel himself locked inside of her, and couldn’t pull out, and he was still pumping something thick and yellowish into her, so he laid down on one side, pretty tired himself, and draped his legs over her.

He kept his middle pair wrapped her, keeping her from moving too much while he was still locked inside her. Gwen breathed harshly as her unconscious form moved easily in her cousin’s alien grip. She was very still as he laid her down beside him, her only movement a fevered breath, and the occasional tremor.

Ben was pretty well knotted inside her as he laid there on the beach, the legs he had against the ground were stretched out under her, while the legs on his side stayed draped protectively over his sleeping cousin. He would twitch his wings occasionally, having his body twisted slightly, just above his last leg joint to keep them off the ground.

“B-Ben.” Gwen muttered in her sleep, her body twitched and squeezed on him.

He looked down at her, he kind of knew she was half asleep, but he was still a little out of it himself. “Yeah?”

“I… better not… be pregnant…” She muttered.
He blinked. “Well…” He shrugged not really sure if she was gonna end up with Stinkfly babies himself. “You’re not a Stinkfly, so you shouldn’t be able to have his kids right?”

Gwen smiled and shrugged, her eyes still closed. “I-it hurts… just a bit.” She went a little stiff, trying not to move too much.

Ben curled his head and looked around down at where they were joined. “Yeah… I don’t think I’m coming out anytime soon either.”

She moaned uncomfortably. “Th-that’s ok… as long as it’s you… I don’t mind.” She curled closer to him, despite the fact that this movement caused her insides to shift uncomfortably. She nuzzled her cousin a little and started trying to calm down.

He smirked down at her a little, stroking her hair lightly before leaning over and around her, tucking his head down into his arms as he laid in to wait, his wings still twitching a little. Gwen dozed off again, letting her body get over the feeling of being stuffed and stretched while she rested her intoxicated mind.

Her cousin fell asleep himself, but Ben was soon woken by the sound of the watch timing out. He looked down to where he and Gwen were joined and blinked confused, and a little worried, as he was still locked inside her. She was breathing softly and peacefully, her body had long stopped throbbing and whatever had been hazing her head was now on its way out of her system.

“Gwen!” Ben shook her as the watch wound down. “Wake up! The omnitrix is timing out.” He didn’t really know what she could do, but she was decidedly the brains of the operation, and that generally meant she’d have some idea of what to do.

There was a large red flash.

Gwen woke up to the flash and blinked, looking about a little dazed. “Huh, what?”

Her cousin pouted as suddenly he was human again, and sharing his swim trunks with his cousin. The red swimming gear was stretched at the waist so they both had a leg through each pant leg. Ben was shoved up behind her, his juvenile junk pressed against her flat rear. “Oh, well this is just great…” It was official, the watch hated him.

She looked back at him and winced before struggling suddenly to get out of the trunks. “Ow owowowowow!!”

Her cousin was pulled around as she struggled and complained. “Hey watch it! I’m wearing these too ya know!”

Gwen just grimaced, and shouted right back at him. “You are stuffed full of painful alien fly eggs are you?!” She finally managed to crawl out of the shorts and flopped down on the hot sand, holding her gut as she tried not to let the assortment of ejaculates drip, or pop, out of her.

Ben blinked a little as he adjusted his shorts. “Well… uh…” He scratched the back of his head. “No.”

She shivered and started trying to sit up. “B-Ben don’t look! Th-this is embarrassing.” She started toward the water, wanting to get rid of the eggs without being embarrassed to have to push them out.

Her cousin just snorted and crossed his arms, but he did toss his head back and started staring up at the sky with a certain kind of smirk.

She blushed hard and stood up, scurrying out toward the surf. Once she was out up to her hips, she sat down in the water, letting her head get submerged as she let the eggs pass. It was a little painful, and she felt like she was giving birth, and gross, Stinkfly was definitely off her to do list.

Ben tossed his head back a little further and laid out on the beach, his hands behind his head. “Well at least we have this island to ourselves.”

Gwen shot up from the water once she was done, and shivered, rubbing at her skin before she walked back to him. “Y-yeah, well… I don’t think we should do anything like that for awhile.” She held her stomach, looking a little green around the gills.

Her cousin blinked a little and looked at the watch. “Well, I’m still in the red, so looks like we’re gonna be here for a while. And with no aliens.” He looked over at her. “You should probably put your swimming suit back on.”

She blinked at him. “Why? It’s not like there’s anyone here.”

He blinked back at her a little. “Yeah… well, you should still put it back on.” He didn’t want to have to say it, but he thought she was a little distracting naked.

“Alright Alright.” She sighed. “I just want one thing before I do.” She sat down next to her cousin and smiled.

Ben raised an eyebrow at her. “And that would be… what?”

Gwen placed a finger to her lips and tapped it. “Gimme just one little kiss.” She smirked.

Her cousin flushed bright red and scurried back away from her. “Wh-what?!”

She looked at him, obviously a little upset. “What? What’s wrong with me wanting one little kiss?”

He blushed a little more. “Well… I mean… it’s not that there’s anything wrong with you…” He waved his hands around defensively, but then stared at his shoes. “But I mean… I’ve never… ya know…” he blushed more and looked up at her, just a little. “Kissed a girl before…”

Gwen smiled and tilted her head. “Oh… well if you don’t want to…” She looked out at the water, looking, just a little disappointed, but shrugging.

Her cousin scratched the back of his head. “W-well… I wouldn’t say that I don’t want to…” He looked at her sheepishly. “But I mean, you’re my cousin.”

She raised an eyebrow at him. “Ben, I just got pumped full of your eggs… I’m sure kissing is the most innocent thing we’ve done yet.”

He blushed a little more. “Well… yeah, but I mean. Isn’t it kinda a cliché for my first kiss to be my cousin?…” He smirked sheepishly for a second, before what he said dawned on him, and he waved his hands about defensively. “I mean not that there’s anything wrong with you being my first kiss! It’s just that I don’t wanna end up living in Georgia out of a trailer working construction!”

Gwen laughed and tilted her head back to her cousin. “Ben, one kiss isn’t going to make you a red neck, but honestly if it bothers you then I don’t need a kiss.”

Ben blushed a little more, turning beat red when she laughed at him. He pouted at her, pounced out on top of her, and pressed his lips down against hers while holding her pinned under him. His cousin blushed, and blinked up at him as he pinned her down and kissed her. She fought back a smile and kissed him back, closing her eyes and sighing happily.

Ben broke the kiss a moment later, the watched beeping as it turned green. He got off his cousin and just kinda sat there beside her, blushing more than a little. She laid there for a moment, before sitting up and dusting herself off. She was blushing a little herself, and smiling ear to ear. She paused to fix her hair, and then looked over to her dorky cousin. “Thanks Ben.”

He blushed even more and scratched the back of his head, somewhat, not looking directly at her. “Yeah… well… The watch is green again so why don’t you get dressed and we’ll head back to the ship and hope Grandpa hasn’t noticed we’ve been gone for like three hours.”

She nodded and stood up, butt naked and stretching, before walking passed him, still smiling. She seemed to almost trot as she made her way back to her swimsuit, which was barely dodging the waves. She grabbed it up, and started putting it on as she trotted back to her cousin.

Ben ran out into the water, dialed the watch, and slammed down the plunger. After a green flash, he stood in the waves as Ripjaws, looking down at his webbed hands. “Hey, seems like the watch is actually starting to listen to me.” He then glanced down, and dove into the water. He was not going to let Gwen see that one little naked kiss had gotten him just a little hard.

Gwen walked over to him, and pouted as she fixed up her suit. “You’re not going to leave without me are you?”

He smirked a little and swam, stomach down, around to offer her his back. “Heh, not at all, Grandpa would wanna know where you were. Hope on.”

She wadded out to him and climbed onto his back, wrapping her arms around his neck and pressing herself down to him. “Alright, let’s just hope they didn’t leave without us.”

Ben smirked a little more. “Heh, even if they did, Ripjaws could catch up to any slow poke tour boat in his sleep.” He kicked off, zipping across the water faster than a jet ski, jumping up and down in the water, like a dolphin.

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Gwen pulls down her pants and pulls away her panties to show off both of her tight, wet holes and persuades Ben to fuck them both!

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Gwen loves getting fucked by Ben’s regular form but his aliens provide something that a regular human just can’t do…
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Ben’s cousin Gwen taking a massive load of cum all over her body!

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Slutty Witch Gwen seems surprised as her shirt is ripped of by this ‘magic’ broom, revealing her large, juicy tits!
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Nude Gwen having anal sex with ben in one of his alien forms!

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World’s famous Ben 10 characters are back once again with their new naughty ways inside this blog post. The hardest part for Bitchy babes of Ben 10 hentai toon is to be engaged in wild banging parties with some of the best endowed dudes and provide their tight fuck holes to be completely messed up by the stiffest dicks!… Slutty girls from Gwen show and cannot wait to get right to it ready for non-stop fucking action, willing to give blowjobs.

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