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Search Results for: omnitrix
I’m back again to continue posting… It seems like we have lustful Ben10 characters caught up in the action, isn’t it? Finished with preludes Gwen Tennyson soon won’t hesitate to jump big manmeat and ride it or taking off all clothes and getting ready to take her share of terrible hard fucking.
Today it’s time to watch some fresh post! This new Ben10 porn picture can make you lose control. The strong manmeat feels so honey for Gwen and after some give head sucking she spreads her ass and catches rod burning in her sweet assslit ;)
Benjamin Tennyson panted, trying to catch his breath after chasing after Gwen and Grandpa. He had just gotten a new alien, and christened it Ditto earlier that day, but he’d sort of overdone it just a little during the fight with Animo. So maybe taking it easy one the aliens wasn’t such a bad idea. Plus what with all the extracurricular activities he and Gwen had been doing with their free time, he figured maybe spending a little time human might do him some good.
Gwen just laughed as she raced across the sandy beach, grinning back at her cousin and Grandfather. It was a beautiful sunny day, and she’d be lying if she said she hadn’t been waiting all summer for the chance to go out to a nice sunny beach and play in the ocean. She even had a blue transparent float-tube around her waist bought special for the occasion. Continue reading
Tossing & turning on the bed wouldn’t help it go away. The “it” in question was the erection he had been lumbered with. He couldn’t relieve it here in the RV; not with his grandpa and his cousin asleep. Speaking of his cousin, she was the one who gave him the erection. Not physically. She didn’t passionately kiss him, nor did she didn’t feel “it” up. Heck she didn’t even flash him; at least not intentionally.
They had gone swimming earlier that day, and he, by the grace of god, had seen her undressing. First he saw her back, then he saw her waist, her slender waist, then he saw her perfect ass and finally he saw her legs. For him, it was all happening in slow-mo. He hadn’t even intended to watch her strip, because he only wanted to scare her. But as he found himself getting into it, his thoughts of an Omnitrix prank were thrown away and replaced by an erection. Continue reading
It was Halloween. Ben and Gwen were in their Grandfather’s RV, as he had agreed to take them to the best spots in town for candy. Both Ben and Gwen felt this should be their late time trick or treating since they were now both twelve years old, going on thirteen.
Ben was already in his costume, a pirate costume similar to the one worn by Johnny Depp in the Pirates of the Caribbean movies. Gwen was still getting dressed in the bathroom. Ben couldn’t wait to see what she had decided on.
He hated to admit it, but for the past couple of years Ben had been bearing a developing crush on Gwen. The time they had spent together since that fateful Summer three years ago made Ben realize that their animosity towards each other had only been based on gender and familial prejudices, not to mention a type of sibling rivalry that came from their being born on the same day. He also began to see Gwen as the pretty and intelligent individual she was. He began to feel deeper and deeper affection for his cousin as time went on. Soon he realized he was totally crushing on her. Of course he hid these feelings away. He knew what incest was and how it was frowned upon by most of society. Thus he kept his thoughts of lust to himself. Continue reading
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.
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 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.
“I… better not… be pregnant…” She muttered.
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.
Ultimate Alien Force
Ultimate Alien Force
I: The 10, Part 1
BENJAMIN TENNYSON, WAKE UP! YOURE GONNA BE LATE FOR SCHOOL!
Thirteen year-old Ben Tennyson woke up from his bedrooms floor, groaning. He and his friends had made sure that the last day before school started again would be a big one, and in return for their efforts, they had been given detention by a teacher who lived not too far from where they set off the fireworks. So yeah, Ben wasnt looking forward to school.
“More chili Ben?” Grandpa Max asked as he dished out a third helping for Gwen before adding more to his own bowl.
“No thanks Grandpa,” Ben said as he grimaced at the spoonful of chili. “I think one bowl is all I can take.”
“All the more for us then,” Grandpa said as he grabbed a slice of bread from the dish in the center of the picnic table. “At least Gwen likes my cooking.”
“Yeah, it’s great Grandpa,” Gwen said as she grabbed some bread for herself and took dunked it in her bowl before stuffing it in her mouth. Grandpa Max noticed the way his ten year old granddaughter kept looking at him and gave her an indulgent smile as he put his spoon down. “It looks like you have something on your mind Gwen,” Max said as he ran his hand through his short grey hair and then adjusted his Hawaiian shirt over his large belly.
“Yeah I do Grandpa,” Gwen said with a thoughtful frown as she glanced at Ben and reached up to adjust her burette. “I, that is we, Ben and I have something to tell you.”
“Really,” Grandpa said as he gave both of his grandchildren an encouraging smile. “Is this about the two of you fucking each other like crazy for the past month? Or is it about your pregnancy?” Max chuckled at the way Ben and Gwen stared at him open mouthed. “What, did the two of you think your old Grandpa was blind to the signals you were giving each other for the past month? Or the way you were always running off at the same time every night and then coming back with your clothes all awry. And then of course there was the sauerkraut and strawberry ice-cream you had this afternoon. The last time I saw a combination like that was when your grandmother was expecting your father Gwen.”
“You really figured things out that easily Grandpa?” Ben asked as he reached under the table to grab Gwen’s hand.
“It wasn’t that hard,” Grandpa Max said with a chuckle as he looked from Ben to Gwen and back again. “The way the two of you were acting when I got back from the store that afternoon I knew you were up to something. After you left that afternoon I made a quick search of the rustbucket to see if I could find anything incriminating, what I found was one of Gwen’s barrettes stuck between the cushions of the bench. Then I checked video surveillance from the time I was gone and found out what the two of you were up to while I was gone.”
“I didn’t know you had that kind of surveillance set up in the rustbucket,” Gwen said as she nervously played with the blue barrette in her red hair.
“With the kind of technology I have sitting around in the rustbucket you shouldn’t be that surprised,” Grandpa said with a smile. “That video is so hot I’ve been watching it every day for the past month and wondering when you were going to let your old Grandpa Max join the fun, you are going to let me join, aren’t you?”
“I guess we could,” Ben said, looking at Gwen for her agreement.
“Good,” Grandpa Max said with a sigh of relief as he sat back from the table and patted his belly. “I was hoping you’d let me join in, and I do have some ideas I think the two of you will enjoy.”
“That sounds great Grandpa,” Gwen said with an uncertain smile, “but right now I was wondering if you have any ideas on what we’re going to tell my parents about my pregnancy.”
“I’m guessing you’re planing to keep the baby since you didn’t ask me outright about getting an abortion,” Grandpa Max said thoughtfully and saw both Ben and Gwen nod in answer. “In that case I think the best story will involve you being raped and impregnated by your attacker, I’m sure if we work on the story between now and the end of the summer we’ll make it convincing by the time we tell your parents what happened.”
“Are you sure?” Gwen asked with a frown, “the story already sounds pretty lame to me and my parents aren’t exactly stupid. I don’t see how they’re going to fall for a story like that, especially since they know I already have a blue belt in karate.”
“Anyone can be caught by surprise, “ Grandpa Max pointed out, “and it could actually make the story more believable since your parents will think that you’d be too embarrassed about what happened to tell Ben and me about it until it was too late to report it.”
“Maybe,” Gwen said uncertainly, “but we better make sure the story is believable by the time you drop me off at the end of the summer.”
“Oh, we’ll make the story very believable by then,” Grandpa said with a chuckle that made his belly bounce around under his colorful shirt.
“Ben,” Grandpa said as he got up from his chair and gestured for his grandson to join him, “come with me, I want to talk to you alone for a minute.”
“Sure thing, Grandpa,” Ben said as he got up from the table and followed the older man away from the rustbucket.
“What about me, Grandpa?” Gwen asked as she started to get up from the table to follow them.
“You stay right there,” Grandpa said pointing at Gwen and then her chair. “You’ll find out what we’re talking about soon enough, but for now I need to talk to Ben privately.”
Gwen watched as Ben and Grandpa walked off together until they were out of earshot and then started talking animatedly for a few minutes. The way they glanced back at her several times during their conversation told her that she had something to do with what they were talking about but she trusted Grandpa – Ben too, but not as much as she trusted Grandpa. Without thinking about it Gwen reached for a roll and started shredding it in her hands before she shoved the shreds into her still hungry mouth. Ben and Grandpa seemed to finish their conversation and Gwen watched as Grandpa took a step back from Ben and watched as he activated the omnitrix and changed into XLR8. She saw Grandpa pull out his wallet and hand Ben some money before her cousin ran off so fast he left an afterimage of his alien form behind.
“Where is Ben going, Grandpa?” Gwen asked as Max returned to the table and sat down beside her.
“Well, Gwen,” Grandpa said slowly as he watched her shred and eat another roll, “there were a few things I decided to leave behind at the start of the road trip because I didn’t think I’d need or want them since I thought you and Ben were too young to be interested in things like fucking and sucking. Now most of those things I thought I’d put off for a day or two until we reached a town with a good sex shop, but after Ben told me about something you said you’d be interested in trying I thought I better send him to get one particular item.”
“But won’t Ben have trouble buying something that only adults are suppose to have?” Gwen asked in concern.
“You’re forgetting that all of Ben’s alien forms look like adults,” Max pointed out. “The store clerk may give Ben a long look because of his alien form, but he’ll never realize Ben is a kid instead of an adult.”
“I guess you’re right,” Gwen said hesitantly, “as long as Ben doesn’t open his big mouth anymore than he has to.”
“I didn’t think about that,” Grandpa said, “but as long as Ben looks like an adult he should be fine long enough to get the item I sent him after.”
“Grandpa, why aren’t you telling me what you sent Ben to get?” Gwen asked thoughtfully.
“Because if I told you what I sent Ben to get it would spoil the surprise,” Max said with a wink. “But don’t worry, from what Ben told me I’m sure you’ll like the little surprise I have planned.”
“What did you and Ben talk about before you sent him off, Grandpa?” Gwen asked, giving Max a sideways glare.
“Not much,” Max said with a mysterious grin, “I just asked Ben if there was anything you wanted to try. He told me there were a few things you mentioned this afternoon and I thought we’d give one of them a try.”
“Which one?” Gwen asked suspiciously as she tried to remember what she’d told Ben earlier.
“Now that would spoil the surprise,” Max said with another one of his secret grins.
“Grandpa, since it was Ben who gave you the idea I’m a little worried,” Gwen pointed out.
“Don’t be,” Max said as he watched Gwen shred and eat the last roll, “I just know you’re going to love it.”
“I hope so,” Gwen said after she swallowed.
“By the way, Gwen, I know that Ben already gave you an ultrasound of some kind thanks to Horn Dog’s abilities, but I think it would be a good idea if we had you and your pregnancy checked out by a real doctor. And as it happens I have a friend in the next town who owes me a few favors, he use to be a medic when he was a plumber and then he became a regular doctor after he retired from the organization.”
“If you think so,” Gwen said, trying to make her voice sound nonchalant but it was obvious to Max that she was relieved at the idea of visiting a doctor.
A rush of air and a cloud of dust announced XLR8’s return as Ben came to a stop next to the table and set two bags down as the omnitrix beeped down the last few seconds before Ben changed back to his own form in a flash of light.
“Did you have any problems Ben,” Grandpa Max asked as he opened the plain brown bag to check its contents, nodding in satisfaction when he saw the contents.
“No trouble at all, Grandpa,” Ben said as he pushed the white bag with the familiar burger crest toward Gwen.
“You went to Burger Barn,” Gwen said accusingly as she tried to turn her nose up at the enticing smell of burger and fries that escaped from the bag.
“Sure did,” Ben said with a grin. “The staff there was so happy to see a real live alien super hero that they agreed to give me all the burgers I could make and eat in one minute. They had no idea just how fast XLR8 really is. But how can you be so upset when I brought you a burger and fries of your own?”
“Well, it does smell good,” Gwen said slowly as she reached for the bag and tried not to drool as she tore it open and reached for the burger.
“Just like your grandmother,” Max said with a chuckle as he watched Gwen take a bite out of her burger and grabbed a few fries to pop in her mouth as soon as she swallowed the burger. “When she was expecting your father she was always hungry and couldn’t stop eating.”
“How much weight did grandma gain when she was pregnant with uncle Dan?” Ben asked as he watched his cousin devour everything in the bag and then scrounge around in an attempt to find just one more fry when everything was gone.
“Enough to go on a crash diet after he was born,” Grandpa Max said with a grin when he saw the concern on Gwen’s face. “But I don’t think you have anything to worry about Gwen. In your case your body has a lot of developing to do before your baby is ready to be born. The hormones rushing through your body right now are telling your body to develop as fast as it can, and in order to do that you need a lot of food so your appetite is growing to match your body’s needs.”
“I hope you’re right,” Gwen said as she licked her fingers clean and then rubbed her belly suspiciously.
“I’m sure,” Max said. “But if the two of you are done stuffing your face for now why don’t you give me a hand with the table and then we can get to bed – and I don’t mean to sleep.”
“Sounds great, Grandpa,” Ben said as he grabbed the empty pot from the table and tried to balance the plates and bowls on top of it.
“Careful doofus,” Gwen said, grabbing the plates before they dropped to the ground. “If you do that you’re just going to drop everything to the ground.”
“Gwen’s right, Ben,” Grandpa said as he collected the silverware. “If you try to do everything all at once you’ll end up with a bigger mess than you started out with. We have all night to fuck, so don’t try to rush things.”
“Ok Grandpa,” Ben said as he tucked the pot under his arm and grabbed the bread dish with the other before he headed toward the rustbucket. “Are we going to wash everything too?”
“Not right now,” Grandpa said after a second’s hesitation. “Let’s just take enough time to put things away and leave everything else to soak for now. After all, I’ve gone more than a month without a good fuck and I can’t wait to try out Gwen’s cunt.”
“I know exactly what you mean Grandpa,” Ben said with a toothy grin, “I have trouble going just a day at a time without fucking Gwen, and it’s even harder since I have to watch her all day and know that I can’t touch her until we stop for the day.”
“And I get so horny every day that I can’t wait for Ben to fuck me,” Gwen said as she picked up the stack of plates and bowls and followed Ben, “so I’ve been masturbating three or four times a day. That’s why I haven’t been searing any panties lately, but now that you know about us I guess that means we can fuck as often as we want during the day.”
“I guess,” Grandpa said, stopping to scratch the back of his head thoughtfully, “but that wouldn’t really be fair to me would it?”
“No,” Gwen admitted. “But I get so horny all the time I can’t stand it.”
“You’re horny all the time because you’re pregnant,” Max told his ten year old granddaughter, “but I think I can do something about that when we get to town tomorrow. If I remember correctly there’s a sex store in the next town where I can get you a few gifts that you’ll be able to enjoy whenever Ben and I aren’t available.”
“That sounds great,” Gwen said as she set her stack into the sink and turned back to get something else from the table only to realize that the only thing left was the tablecloth and the table itself.
“Here Gwen,” Grandpa Max said handing the girl a damp dishrag, “wipe down the tablecloth and take it inside. Ben and I will take care of the table.”
“Ok Grandpa,” Gwen said as she wiped off the table enthusiastically before she removed and folded the tablecloth so she could put it away in the RV.
By the time Gwen had the tablecloth put away Ben and Grandpa Max had the table put away as well. “Ok you two,” Max said as he turned to face his two grandchildren with a lusty smile as he reached for his Hawaiian shirt and pulled it off without bothering to unbutton it, “time to get naked and fuck.”
“Alright,” Ben and Gwen both cried as they stripped out of their own clothes.
“From now on we’re all going to share the big bed,” Grandpa said as he held out his hand to help Gwen climb into the raised bed. “Don’t forget our little surprise, Ben.”
“I’ve got it right here, Grandpa,” Ben said, holding up the bag as he climbed into the bed after Gwen.
“So what do we do now, Grandpa?” Gwen asked as Max joined them in the alcove.
“First,” Max said as settled back on the mattress, “we start with you getting on top and sitting on my cock.”
“Wow Grandpa,” Gwen said as she looked at Max’s penis in awe, “I didn’t know you had such a big cock.”
“Thanks Gwen,” Max said with a grin as she fingered his eight inch shaft, “but I’m not as big as some guys you could encounter. Besides, where did you think Ben got his cock from?”
“I guess that makes sense,” Gwen said as she straddled her grandfather’s chest and slid down his body, raising herself up on her thighs until she hovered over his large steel hard prick.
“Here we go,” she said, hesitating for a few seconds before she lowered her hips until the blunt tip of her grandfather’s cock kissed her drooling slit. The redhead gasped as her grandfather’s prick split her pussy lips and slid an inch into her tight little fuck hole. “Oh grandpa, you’re so much bigger than Ben you’re stretching my cunt so much.”
“Does it hurt Gwen?” Grandpa Max asked as he grabbed the girl’s hips to give her some extra support as she eased her slit another inch down his shaft.
“No,” Gwen said hesitantly as she eased her pussy a little further down Max’s large prick. “It doesn’t actually hurt, but it makes me cunney feel so stuffed, but stuffed in a good way.”
“Good,” Grandpa said as he raised his ass off the mattress and buried another two inches of his prick into his granddaughter’s tight wet cunt. “Come on Gwen, slide your slit down my shaft until the whole thing is inside your belly, than we can get to the real action.”
Taking a deep breath Gwen forced her hips down toward her grandfather’s hips until her pussy engulfed the whole length of his cock, giggling as his pubic hair tickled her clit and his cum engorged balls bounced off her ass. “How’s that Grandpa?” Gwen asked as she leaned forward so her erect nipples made contact with Max’s chest hair.
“That’s great Gwen,” Max said as he wrapped his arms around the ten year old and held her in place as he looked past her shoulder. “Are you ready Ben?”
“Almost Grandpa,” Ben said from behind Gwen, she tried to turn her head to see what her cousin was doing but she couldn’t twist her head around far enough to see him.
“Make sure you have plenty of lube on your cock, Ben,” Grandpa said, “and then squirt some in her ass and spread it around with your fingers.”
“Will do, grandpa,” Ben said.
“Grandpa,” Gwen said as she tried to break away from Max’s grasp. “What are you and Ben going to do?”
“Ben told me that you said you were interested in trying new things,” Grandpa Max said as Ben put something against her ass hole and Gwen felt something cold slosh into her rectum. “I thought this would be a good time to do a fuck sandwich with you. You did say you wanted to try one didn’t you?”
“Someday,” Gwen said as Ben slid his fingers into her ass hole and started spreading the lube around, “but I’m not sure if I’m ready to try it right now.”
“Nonsense,” Max told his granddaughter, “there’s two of us and one of you so there’s no time like the present. Don’t worry Gwen, getting a cock in your ass is just like losing your cherry, it might hurt for a second, but once Ben gets the head of his prick in your ass you’re going to love it.”
“I hope so,” Gwen said uncertainly as Ben shifted behind her and she felt the head of her cousin’s cock come in contact with her asshole.
“Hang on Gwen,” Ben said with more excitement than his cousin felt, “here we go.”
For a few seconds Gwen didn’t think Ben would be able to fit his cock into her ass, but with a grunt of effort he managed to force the head into her hole. “I always knew you were a tight ass Gwen,” Ben said with a laugh as he managed to force another inch into the redhead’s rectum.”
“Relax Gwen,” Max advised his granddaughter, “the more you relax the easier it will be for Ben get his prick into your ass.
“But Grandpa,” Gwen said with a gasp as Ben forced another half inch into her, “how am I suppose to relax when Ben is forcing his cock into my ass like this?”
“Don’t think about what Ben is doing,” Grandpa Max said as he took his arms from around her back so he could pinch her nipple with one hand while he reached down to tickle the young girl’s clit with her other hand. “Try thinking about how good my cock feels in your pussy – or how good it feels when I play with your nipples and clit like this.”
“Those things do feel real good,” Gwen admitted as Ben forced a little more of his cock into her with another grunt of effort. “But I can’t ignore what Ben’s doing no matter how good you’re making me feel.”
Even as Gwen spoke Ben thrust forward again and the head of his cock forced its way past the muscles of her ass and he slid all the way into her hole until his balls bounced off Gwen’s ass and Max’s balls. “Oh my God,” Gwen groaned as her body quivered in pleasure. “This is incredible, I can feel both your cocks inside me at the same time.”
“I knew you’d like it,” Max told his granddaughter with a grin.
“Hey Grandpa,” Ben said as he shifted his cock in and out an inch or so, “I can feel your cock in Gwen’s pussy.”
“And I can feel yours in her ass,” Max said with a chuckle. “And if you think this feels good, just wait until you see what happens when we’re both moving inside her. Are you ready for that Gwen?”
“I think so,” Gwen said with a moan, she could feel the sexual energy flowing from her cunt and ass where Ben and Max’s cocks were buried. The two pools of energy gathered in her belly and spread up her spine to tits and then her brain. Even as she spoke her grandfather started shifting his oversize cock in and out of Gwen’s cunt while Ben tried fucking her ass at the same time. It took a few seconds for Ben and Max to match there strokes, but by then the ten year old girl’s body was spasmming through it’s first orgasm.
“Fuck my pussy Grandpa,” Gwen panted when she was able to catch her breath after her first cum, “fuck my ass Ben.”
“You don’t have to ask me twice,” Ben said as he slammed his cock in and out of Gwen’s tight ass.
“Me either,” Max said as he matched Ben stroke for stroke. “How do you like your first fuck sandwich, Gwen?”
“I love it,” Gwen groaned, her body already building toward another orgasm. “If I didn’t love straight fucking so much I’d be tempted to fuck like this all the time.”
“I don’t think Ben and I would have the stamina to do this all the time,” Grandpa chuckled.
“Speak for yourself Grandpa,” Ben said as he tried to bury his cock even deeper into Gwen’s ass. “I’m not having any problem with stamina.”
“Oh God, I’m cumming again,” Gwen shouted as her ass and cunt clamped tight around the two cocks buried in her body.
“Fuck that ass Ben,” Max said as Gwen tried to catch her breath. “Let’s see if we can give her a third orgasm before we blow our loads in her.”
“I’ll try Grandpa,” Ben moaned as he continued to slam his cock into his cousin’s butt, “but I’m going to cum pretty soon.”
“So am I Ben,” Max aditted, “but just hold on a little longer and Gwen will come before we do.”
“Yeah, do it,” Gwen cried as her grandfather and cousin continued to fuck her from both sides, her body was still quivering from her second orgasm and she could already feel it building toward it’s next cum.
Ben managed to hold out for almost five minutes before he felt his balls go tight at the base of his shaft and he yelled as he shot his first load of cum deep into his cousin’s bowels. “I’m cumming,” Ben managed to gasp between spurts of baby juice.
“So am I,” Grandpa Max screamed as he slammed his prick as deep as it would go into Gwen’s sucking fuck tunnel as his balls clenched to shoot his load deep into his granddaughter’s cunt so his baby juice hit the girl’s cervix, setting off her bodies third orgasm since the three of them had crawled into bed together.
“I never knew a fuck sandwich would feel so good,” Gwen sighed as she tried to hold her eyes open against the sleep that threatened to reach out and grab her.
“I knew you’d love it,” Grandpa Max said as he stifled a yawn and gave Gwen a satisfied grin.
“So what do we do now?” Ben asked with a yawn of his own.
“Well, after a fuck session like that I think we can all use some sleep,” Grandpa said as he reached out to pinch Gwen’s nipples. “Gwen, you sleep in the middle and Ben and I will sleep on either side of you, that way if one of us wakes up ready for another fuck session you’ll be there ready for us – that is if you don’t mind waking up with a cock in your cunt or ass.”
“Mind?” Gwen asked sleepily, “I look forward to it.”
“In that case, Ben, turn off the light and let’s rest up for our next fuck.”
This was quite the treat for them, to be staying in a motel instead of the back of the Winnebago. Ben and Gwen sat at the table of the vehicle waiting for Grandpa Max to return. “A night without your snoring.” Gwen said with a dreamy smile on her face. “Bliss.” “Me snore? You’re the one that goes off like a chainsaw every night.” Ben snapped right back. Gwen glared and frowned at him. “As if doofus. Why do you think I like camping outside? It’s the only quiet I get.” “Why do you think I like you camping outside? It’s the only peace that I get.”
“That’s enough you two.” Max’s voice interrupted the two of them. He stepped into the Winnebago and tossed a room key onto the table. Gwen snatched it up before Ben could even blink. “You’re in room 7.” “Uh, grandpa, where’s my key?” Ben asked. He didn’t like the way that the events were playing out. Max looked at the two of them. “We have a tight budget, you two are sharing a room.” “GRANDPA!!!” Both kids yelled in unison with twin tones of shock and disapointment. “For goodness sake you two, you’ve been sleeping in the same room for weeks. Surely you can survive another night.” “Don’t bet on it.” Ben muttered under his breath. He had been looking forward to a comfortable hotel room all of his own. Now he had to share one with his geeky cousin. If he went Heatblast during the night and cooked his cousin then he wouldn’t be to blame.
Things went from bad to worse for them when they arrived at room 7. Gwen was the who opened to door and was the first to discover the problem first. “Grandpa.” She yelled angrily. Max, in the room next door, poked his head out and looked at the two of them. “There’s only one bed.” She demanded. Ben poked his head into the room and saw, with dismay, that she was right. There was only one double bed. “The best I could do.” Max muttered. “There weren’t any rooms with single beds in them. It won’t kill you to share something for once.” “Don’t bet on it.” Gwen muttered. She stomped her way into the room. Ben sighed and shook his head. This was going to be a long night.
Some time later.
“Check and mate. Again.” Gwen muttered as she shifted her bishop into place and snatched Ben’s rook. Ben pouted and turned away from her. “This stupid game is boring anyway.” He shuffled to the end of the bed and clicked on the small TV that sat on top of a cabinet. There wasn’t much on but it was much better than playing chess with his smart-aleck cousin. “It’s not stupid. Chess has been played for centuries, from kings to commoners. It teaches logic and strategic thinking. The best thing considering what you like to do as a hobby.” She indicated the Omnitrix on is wrist. “Perhaps a little strategy instead of rushing in, waving your fists all the time, would help things a little. Less bruises and smashed buildings.” “You just have to go and geek everything up don’t you? Even going hero and kicking alien butt.” He switched the channel on the TV, there was some black and white movie on, boring, but better than the talk shows on the other side.
Gwen shook her head. He was just hopeless. She wrinkled her nose. “I’m going to get a shower. Just because you like the wallow in your own stink doesn’t mean I do.” She marched of to the bathroom and Ben heard the lock click half a second later.
Ben looked at the door for a minute, a sly smile spreading across his face. He’d show her for talking down to him. She might have a big head but she didn’t need to rub his face in it. He never could resist a practical joke.
Ben activated the omnitrix. It’s small panel lit up with the alien green light he knew so well. “Time to Ghostfreak you out.” He said with a little giggle. He slammed his palm down on the watch and was blinded for half a second by the green light. He felt his body shifting and changing. The light faded and he instantly knew something was wrong. He didn’t have that weird disembodied feeling he usually had with Ghostfreak and everything in the room had grown a hundred times larger. He looked down at himself and sighed. “Grey matter.” He said with disapointment. “I wanted scary, not scarcely seen.” He chuckled at his own joke. “Still, when life gives you lemons and all…” he rushed to a small air vent on the floor, it led through to the bathroom. He could hear the sounds of the shower running. “Someone of my size could cause a little chaos to the plumbing I suppose.” He slid himself into the vent and ran through to the other side. The vent was an obstacle course of dust balls and even a live cockroach. “So much for cleanliness and hygiene laws.” He muttered in annoyance. He squeezed through to the other side of the vent and into the bathroom before the roach decided to work on it’s instincts or discovering if he was a food, threat, or a mate. He didn’t feel like fighting, getting eaten by, or humped by, a roach half his size.
The bathroom was hot and steamy, full to the brim with thick humid air. His alien form had never felt more comfortable. Made sense, him being a frog-like species warm and moist environments would naturally agree with him. “Time for a little fun.” He muttered and laughed to himself. He rushed up to the edge of the shower. It was a stand alone cubicle with a curtain to allow privacy. All the plumbing would be under the small plastic square that a person would stand on while cleaning themselves. He would have to get under stand to cause Gwen a little trouble.
Crawling under the shower curtain he stayed in the corner, where he could stay relatively dry from the shower rain. Ben glanced left and right, looking for a way down and under the shower so he could play with the plumbing. A blob of soapy foam crashed down right next to him and he looked up angrily. His already large eyes widened as he stared at his naked cousin.
Gwen was rubbing her body with thick lather over her developing breasts. Small, like a couple of apples, but present and noticeable. She had some sexy curves beginning to develop around her hips. She had a very nice body under those boyish clothes she always wore. From his tiny position the best view he had was between her legs. Her pussy looked so tight and young. There was a fine layer of hair covering it, she was turning into quite the young woman now.
Gwen’s hands cleaned the soap from her body. Her hands rubbed over her breasts and she bit her lip gently as she pinched her nipples. I do believe she’s sexually arousing herself. Ben thought, the intelligence of Grey matter provided the words that he barely understood. Gwen worked a hand lower to between her legs, keeping the other massaging her breast and pinching her rapidly hardening nipple between her fingers. Her eyes were closed and her breathing deep with soft moans. Her fingers strayed over her pussy lips, rubbing them gently, teasing her clit between two fingers. Slowly she slid her middle digit into her tight hole. She had to lean a hand against the wall to hold herself up. She sped up, pumping her digit in and out of herself slowly building up speed.
Ben was mesmerized by the sight in front of him, he couldn’t take his eyes of the giant masturbating Gwen. His tiny alien body was reacting, he could feel a bulge begin to press against the cloth of his black and white suit. He glanced down quickly and took in the sight of a raging hard-on, begging to be freed from it’s cloth prison. The bulge was barely half an inch n size but on a six inch tall alien that would probably be a decent size.
Gwen’s head flopped forward. She looked ready to fall to her knees any second. For half a second her eyes opened just a fraction. She caught sight of Grey Matter and they snapped open wide. “BBEEEEEEEEEEEEEEEEENNNNNNNNNNN!!!” She screamed with ultimate rage. Ben tried to run but she was too quick. She grabbed him in her fist and lifted him right up to her face. “WHAT THE HELL DO YOU THINK YOU’RE DOING YOU PERVERTED FREAK.”
Ben had to grab the sides of is head to protect himself from her screams. “Easy Gwen, please. You’re going to deafen me.” “I’ll do more than that.” She growled. She tightened her fist. Ben yelled and wriggled as the crushing pressure built up over is whole body. “I was just going to mess with the plumbing a little. It was just a joke.” He yelled out very quickly while he still had breath in his body. “but it’s your fault, you distracted me.” Gwen froze, her grip loosened and Ben could breath again. “How much did you see?”
Ben’s expressions turned very sly, Gwen didn’t like it. “I wandered in while you were lathering up those lovely breasts.” Despite her shock and anger, Gwen did notice that her cousin had actually given her a compliment on her looks. Maybe it was because she had the ability to crush him like a bug at that moment, but she took the compliment all the same. “You…you really think they’re lovely?” She had always been slightly embarrassed with her body, that was the reason she kept it hidden under tomboy clothing.