Gwen gets angry – she doesn’t like to suck Ben’s dick for too long!

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GIF Animation: Gwen gets angry – she doesn’t like to suck Ben’s dick for too long!
Could you ever have enough of top-notch Ben 10 Odysseys that always catch your breath and provoke your fuck-adoring Mr. Baby-Maker rock-hard? Gwen starts with taking one cockbegins with accepting a dick and goes on with getting DPed on a sofa… We are ready to get something big inside this heavily bosomed Ben 10 gal featuring a hot pair of ass cheeks and a fuck-willing cunt…

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Ben Tennyson finishes off every time there is a redhead near him…

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Hentai Picture: Ben Tennyson finishes off every time there is a redhead near him…
Here Ben 10 sluts will find themselves facing some huge and stiffest baby-makers that will screw every cum hole of their hot selves! Ben Tennyson went fully relaxed: her fingers find her hot pussy fiddling it and got endless wave of delight and pleasure from it. Lusty bitch from Ben 10 is ready for the hardest fucking task in her entire lifetime…

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Gwen doesn’t mind to work with her butt to get Ben’s testicle tonic all over it!

Benten Sex

Hentai Picture: Gwen doesn’t mind to work with her butt to get Ben’s testicle tonic all over it!
Check out the raunchy ways of private life presented to you by Ben 10. Gwen looks like a million dollar hooker, but she fucks and takes an internal cumshot like a true street walker. Fair haired Ben 10 slut with sexy body gets her pussy, anal crack, mouth and tits filled with massive schlongs and gets a lot of sticky semen dumped on her boobies…

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Ben 10 Porn Story: The Adventures of Gwen – Chapter 2

Ben 10 Porn Story: The Adventures of Gwen – Chapter 2

Gwen lay in her bed feeling horny again. While her previous masturbation session cured her of her horniness she now felt that feeling return. Gwen had used her powers to cast a sleeping spell on Ben right as he was coming into the bathroom. Gwen silently cursed herself for not locking the bathroom door. As Gwen tried to go back to sleep the itchy feeling in her pussy stopped her. Suddenly an idea came to her. Quietly Gwen climbed down the ladder of the bunk bed to where Ben was sleeping. Being careful not to wake him up Gwen slipped down her cousins shorts and boxers. Ben dick was already hard for that brief glance he got of Gwen when she was masturbating in the bathroom. Gwen gasped when she saw her cousins cock, she wasn’t sure how big or small it is since this was the first one she saw in real life; what she did know was that it was longer and thicker than her hairbrush. Gwen stepped back from her cousin and slipped out of her clothes, her naked pussy wet from the sight of her cousins cock. Walking softly she approached her cousins bed and then climbed into the bunk so that her knees were either side of Bens cock. Holding the dick steady Gwen lowered her pussy onto the waiting cock. She stopped as the head entered her pussy already overwhelmed with the feeling. Taking a deep breath Gwen slammed her pussy onto her cousins dick taking in all of the 5 inches of Bens cock. Sitting on the cock Gwen let out of moan of pleasure already close to the edge of an orgasm. Slowly Gwen started to rise and dip onto the cock changing the place where it hit her pussy. After a couple of tentative strokes Gwen started to ride the cock much faster and harder until eventually she was petty much jumping on her sleeping cousins crotch. After a certain jump she felt a very intense rip through the entirety of her body, the redhead put a hand to her mouth so that she stops herself from screaming. When her orgasm subsided she rolled off her cousin and pulled on her clothes and pulled up Bens boxers and shorts so that things looked normal. With a smile Gwen fell asleep in her bed. The last thing Gwen heard before she drifted off was Bens voice saying “thanks Gwen”

Look out for chapter 3

Be sure to rate and comment what you want Gwen to do in the next chapter.

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Ben 10 Porn Story: Ben Tennyson’s new power

Ben 10 Porn Story: Ben Tennyson’s new power

Ben Tennyson groaned and twisted around in his chair so he could watch his cousin Gwen as she typed something into her laptop as she read it out of her spell book. “I can’t believe Grandpa left us here in the rustbucket while he went to get some parts,” Ben groaned as he looked around the RV. “Considering how advanced this thing is you’d think it wouldn’t break down as often as it does.”

“Shut up, doofus,” Gwen said without looking up from her spell book as she stumbled over the translation of the spell she was reading. “I need to concentrate on this and I can’t do that if you keep complaining every two minutes. You know as well as I do that all grandpa’s advanced technology was added to the rustbucket after he bought it. That means it breaks down just as often as any RV as old as this one.”

“I know,” Ben moaned as he twisted into a new position in his chair, “but why couldn’t he take me with him to get the parts? This is so boring just waiting for him to get back, at least you can study your spell book, what am I suppose to do?”

“Whatever you want,” Gwin told her ten year old cousin as she frowned at her spell book again, “as long as you keep quiet and leave me alone so I can concentrate on this new spell.”

“Ok, whatever you say dweeb,” Ben said as he settled back in his chair and set his head down on his crossed arms so he could look up at his cousin’s bright red hair from the top of the table. When Ben realized that Gwen was ignoring his best efforts to distract her he shifted his arms so he could look at the oversize watch on his left wrist and started twisting the ring around the crystal. He cycled through his regular alien heroes like Heat Blast, Four Arms, and Wild Mutt without stopping and when he got to the end he tried pushing another button before giving the ring one more twist until a new silhouette appeared on the watches crystal. “All right,” Ben said under his breath as he hit the switch so the watches face popped up to form the activation plunger.

Ben hesitated and glanced over at Gwen to see what she was doing and heard his cousin muttering a spell under her breath. Gwen’s voice took on the odd bottom of the well reverb that signaled her success in tapping into her magic powers and Ben figured this was the perfect time to activate the omnitrix since she’d be too preoccupied to notice what he was doing until it was too late. Ben slammed down the watches plunger and felt it’s power surging through his body, shifting his DNA to match that of the alien showing in the omnitrix. As the watch altered his DNA Ben felt his body shifting to take on the form of the alien he’d seen in the watch’s display.

When his body finished shifting into it’s new form Ben looked down to see how things had changed. As usual he now seemed to have an adult form – at least the alien appeared to be about six feet tall – and he appeared to be a humanoid with a skin tone that looked like the golden tan most people only dreamed of. On his long fingers and the heels of his hands he could see some kind of scaly pads that matched his skin tone but stood out from the rest of his hands in a subtle way. That was as far as Ben got in his self examination before Gwen started yelling at him and he turned to see her glaring up at him with the same green eyes that normally stared back at him from the mirror, in fact her whole face looked a lot like his own – even more than most cousins – in fact the only noticeable difference between them was the color of their hair.

“Benjamin Tennyson,” Gwen growled in a voice almost too soft to hear except that Ben’s new alien form seemed to have much sharper hearing than he usually had. “Do you have any idea what you just did?”

“Not really,” Ben muttered, “but I’m sure you’re about to tell me you geek.”

“Oh I’ll tell you alright,” Gwen hissed. “I was in the middle of casting a spell when you used the omnitrix and the flash of light from it’s activation disrupted me so that I miss spoke the end of the spell. When that happens anything could happen with a spell.”

Ben was starting to figure out some of the things his new alien could do. As Gwen picked up her spell book to take a closer look at the spell she’d been casting he realized that his sense of smell was good enough to recognize the anger in her scent, but under the anger he detected two other smells that stood out from her soap, shampoo, and other unnatural smells. One smell peaked his interest but even though his alien form seemed to recognize the scent Ben didn’t know enough to say what the smell was. Besides, the second smell was far more interesting, and growing stronger by the second. Ben could almost feel the second scent overwhelming his senses and before he knew what he was doing he increased the strength of his own pheremones and noticed the shift in Gwen’s scent as her own body responded to the increase in his pheremones.

“Oh no,” Gwen groaned, Ben saw her face grow pale before it blushed as red as her hair.

“What’s wrong,” Ben asked in his alien baritone that seemed to purr as he spoke, in fact he was purring, a sound that issued from deep in his chest even as he spoke, but since Gwen didn’t seem to react to the sound he suspected that the purr was somewhere in the ultrasonic range so she couldn’t hear it even though the sound was clear to his alien ears.

“The spell I was casting,” Gwen said as she stared at the page in front of her, “I thought it was a charm spell – you know, charm your enemy so you don’t have to fight him – but now I see that I mistranslated the name of the spell. It’s actually a lust spell, and the point where you interrupted the spell was when I was naming the target of the spell.”

“Don’t tell me,” Ben said as the interesting smell Gwen was giving off increased again, “I was suppose to be the target, right?”

“No way dweeb,” Gwen snorted, “I wouldn’t waste a spell like this on a peabrain like you. I was going to give the spell a null target, that’s no target to you, Ben, that would negate the spell before it took affect, but thanks to your interruption I accidently cast it as a general target instead. That means everyone in our general area was affected by the spell.”

“How large an area are you talking about?” Ben asked as his purr shifted registers and the pads on his fingers and hands started vibrating at the same frequency as his purr.

“Not very large,” Gwen said her relief obvious in her scent, “in fact no one outside of the rustbucket was affected.”

“That’s not too bad then,” Ben said as s smile crossed his lips. “Of course you know what this means don’t you Gwen?”

“No,” Gwen said with a frown, “what does it mean, Ben?

“It means if you tell Grandpa Max about me using the omnitrix than I’ll tell him about you casting a dangerous spell.”

Gwen let her spell book drop to the table as she turned to glare at her cousin, “Benjamin Tennyson, you wouldn’t dare.”

“If you don’t tell I won’t tell,” Ben said with grin. The underlying smell from Gwen’s body was growing stronger with every second and Ben thought he was noticing some other changes as well. He thought he saw something poking out against the fabric of Gwen’s shirt and his eyes suddenly zoomed in for a close up view of his cousins blue on blue tee shirt where the cloth stretched out on either side of the dark blue cartoon cat just below the shirt’s dark blue yoke. With his alien eyes Ben could actually see how Gwen’s erect nipples stretched the fabric of her favorite shirt.

“Ben, what do you think you’re doing?” Gwen snapped. Ben could smell his cousin’s anger for a split second, but it quickly disappeared, overwhelmed by the smell of her curiosity and lust.

“Sorry, Gwen,” Ben said in the new alien’s vibrating baritone when he looked down and realized that the crotch of his costume had vanished and released his penis to bob erect in the air where the cute red head could follow it’s movements with her eyes as she licked her lips nervously. “You know how the watch – and sometimes my aliens too – has a mind of its own. Here, let me cover myself up for you,” the ten year old said as he reached to grab a nearby towel.

“No!” Gwen cried before Ben reached the towel, for a second he wasn’t sure which was stronger – her curiosity or her lust – but he soon realized that her lust was going stronger by the second and the scent of it was pushing his own pheremones – as well as his ultrasonic purr – to new heights. “Is that really what a penis looks like?”

Ben took a closer look at his alien cock and realized that it actually did look a lot like his own, at seven inches it was about an inch longer than his normal size and a little thicker as well, but it still had the slight curve from base to tip that he had. “It’s a little bigger than usual,” he told Gwen as she kept staring at the erect prick, “but it looks just like my cock.”

“Can I look at it, Ben?” Gwen asked, hesitantly reaching for the penis with an outstretched finger. “Can I touch it?”

“You can touch it all you want, Gwen,” Ben said with an indulgent smile. “As long as you take off your shirt so I can look at your tits and play with them while you’re doing it.” Ben could smell Gwen’s anger spike again, but it was gone almost before he knew what the scent was, washed away by a tidal wave of lust and curiosity.

“Deal,” Gwen said, grabbing the hem of her shirt and lifting it up over her head in one quick move. Under the shirt she wasn’t wearing a bra and the small mounds of her breasts stood out just an inch or two from her chest while her erect nipples stood out a quarter of an inch further, bobbing up and down where the fabric of her shirt had caught them in her rush to get it off.

“Satisfied?” Gwen asked, putting her fists on her hips while Ben stared hypnotized at her vibrating nipples.

“Oh yeah,” Ben said with a bemused smile on his as he reached out to touch Gwen’s tiny tits with the pads of his alien fingers. As soon as his fingers made contact with Gwen’s skin he sent an ultrasonic pulse through the pads to stimulate the sensitive nerves connected to his cousin’s nipples.

Gwen let out a short gasp of pleasure and her whole body shivered at Ben’s touch, but she only let the sensations distract her for a second before she reached for her own prize and wrapped her hand around Ben’s cock as she brought her face in for a closer look.

“Just how much bigger is this cock to the one you usually have?” Gwen asked as used the index finger of her other hand to stroke the tip of Ben’s cock.

“I think it’s about an inch longer and maybe a quarter inch than mine,” Ben said, suppressing a groan of pleasure as his cousin ran her finger around the head of his erect prick. “From the locker room at school I know that I have the largest cock in my grade, in fact I’m bigger than most of the guys in sixth grade.”

“Wow, I didn’t know anyone our age could be that big,” Gwen said as she let her hand move slightly up and down along Ben’s shaft. Ben suppressed another moan of pleasure and tried to concentrate on what he was doing with Gwen’s tits while she started playing with his cock. In the back of his mind he was wondering just how far Gwen would let him go with her, and how far he’d let her go with him. From the strength of the lust he was smelling from her he suspect the two of them were about to let themselves go further than they’d ever dreamed. Even as he was wondering Gwen noticed a clear drop of precum oozing from the slit at the tip of his cock and she stuck out her tongue to catch it before it had a chance to roll down his shaft.

“Oh God, that feels so good Gwen,” Ben groaned as he pinched the redhead’s nipples and sent a pulse of ultrasonics straight to her nerves so her whole body shivered in response, just short of a full orgasm.

“Whatever you’re doing, Ben,” Gwen said as she licked her lips, “it feels just as good. Ben I want to try something, but it’s more than we agreed to.”

Ben could smell the lust rolling off Gwen’s body and had an idea what she wanted to do, but she was making him feel so good he’d be an idiot to turn her down now, but he wasn’t about to let her know that. “Do whatever you want, Gwen, but it’s going to cost you later.”

“I’ll pay whatever it takes,” Gwen said with a worried frown, “but I’m not going to argue with you now.”

As soon as she agreed to Ben’s terms Gwen moved her head right into Ben’s crotch and slipped her lips around the head of his alien cock as she held the shaft steady with both hands. She let her tongue roll around the tip for a few seconds and then slowly moved her lips down the shaft and back up again, letting the head of the cock slide a little further down her throat with each stroke.

Ben’s breath was coming in gasps of pleasure as Gwen sucked his cock down her throat. He could feel the walls of his cousin’s esophagus massaging his larger than normal size shaft and he was doing his best to hold back his approaching orgasm as he transmitted his pleasure through the pads of his fingers to Gwen’s tits. Ben felt Gwen shiver again as the ultrasonic vibrations from his hands sank deep into her body, giving her more pleasure than she ever thought possible. With one hand on his cousin’s shivering tits Ben shifted his other hand down to her belly, just above her white calf length pants and started sending an ultrasonic pulse through his finger pads and into the girl’s stomach.

Gwen felt a surge of something when Ben moved his hand down to her stomach and her pussy responded with a surge of sexual energy that raced up her spine to her head where it exploded with a rush of pleasure that felt better than anything she’d ever managed to do when she played with herself. As her body jerked and shook from her orgasm Gwen tried to concentrate on sucking Ben’s cock as far down her throat as it would go even as her muffled screams of pleasure escaped from around the shaft wedged in her mouth. Once her head stopped spinning Gwen went back to deep throating Ben’s oversize cock, but in spite of the fact that he was trying not to cum it wasn’t more than a half dozen strokes that she felt the shaft bulge and expand slightly in her mouth as her cousin’s alien form shot a load of cum deep in her throat.

“Wow,” Ben groaned as he dropped back in his chair once she released his half erect penis from her sucking mouth. “That was incredible Gwen,” he groaned, “how did you ever learn to give a blow job like that? I thought for sure this was the first time you ever saw a real cock in your life.”

“It was,” Gwen admitted as she gave her cousin a superior smile and brushed her coppery hair out of her face. Sometime during the blow job she’d lost her blue barrette and she started looking around to see if she could spot it, she figured anything would be better than to look at Ben in his alien form and wonder how that cock would feel sliding in and out of her pussy instead of her mouth. But she realized she was thinking about it even when she wasn’t looking at Ben so after a few seconds she gave up looking for the missing hair ornament and turned back to look at her cousin.

In his new alien form Ben could almost pass for human, as long as he found a way to hide the scaly pads on his hands and fingers. A cap would probably hide his bald head easily enough, and if you didn’t look too closely at his eyes they looked human, but when you got close enough you could see that the multi-faceted eyes were only forming the illusion of normal human eyes.

“As far as the blow job is concerned,” licking a drop of cum from her lips Gwen continued from where she’d left off earlier, “I do believe in being prepared you know. I knew I’d give someone a blow job sooner or later so I’ve been practicing on carrots and weiners for the last six months. But I never expected you to be the first guy I sucked off, or that you’d be so big. Of course it’s only your alien form that has the big cock.”

“Hey, I have a big cock,” Ben snapped, “it’s just not as big as my alien one.”

“If you say so Ben,” Gwen said, wondering if Ben’s cock was really as big as he claimed and what it would feel like fucking in and out of her pussy. She noticed the way Ben’s slitted nostrils flared as she watched for his reaction and wondered if it was significant.

“So Gwen, are you ready to find out what I want for letting you suck me off like that?” Ben asked, giving his cousin a mischievous grin.

“Let me see,” Gwen said, looking at the way Ben’s cock was starting to grow hard again. “Does it have something to do with me doing all your chores for a week?”

“You wish,” Ben said with a snort, “I figure since I let you suck me off, you have to let me suck you off. Get out of your pants and panties Gwen, I’m going to eat your cunt until you scream with pleasure.”

“Yeah, right,” Gwen said, hoping Ben didn’t notice that her cunt was so wet that her pants and panties were soaked clear through. “Still, I did promise to give you whatever you wanted if you let me suck you off, so if you want to eat my pussy I guess that’s what you’ll get.”

Gwen stood up and kicked off her sneakers before she grabbed her pants and panties and shoved them both down to her ankles with one quick push and then stepped out of the puddle of white and pale blue cloth before she turned and sat back down on the edge of her bench.

“That was easy,” Ben thought to himself as he watched Gwen sit back down naked. The lust he smelled from Gwen’s body was stronger than ever and he wondered how it was that she couldn’t smell her own lust as it continued to build with every second. Still he wasn’t about to say anything that might spoil his chance to get further with Gwen than he’d ever dreamed possible. As he got up from his chair Ben felt his costume drop away from his alien body and form a puddle of its own on the floor next to Gwen’s clothes and he wondered if the alien uniform was anticipating his intentions even before he knew what they were.

He knelt between Gwen’s thighs and pushed them even further apart so he could get a good look at her cunt before he started eating it. The lips around Gwen’s slit were pink and puffy and Ben licked his lips in anticipation when he saw how wet they were already. When he zoomed in with his alien vision Ben could make out a few wisps of copper red hair scattered around his cousin’s mound, but there wasn’t enough hair to be noticed by the naked human eye yet. Ben placed one hand gently on Gwen’s belly and the other one by the top of her slit, just above where he could see her clit poking out of its sheath. As soon as his finger tips touched Gwen’s skin he started sending a ultrasonic pulse through the pads and he grinned when he heard a groan of pleasure escape from his cousin’s lips as her clit started quivering and cunt juice started drooling from her pussy.

“I think we’re both going to love this Gwen,” Ben said as he scooted closer to her pussy.

“I know we are,” Gwen groaned.

Ben ran his tongue along Gwen’s slit, first on the right side, then on the left, he did it over and over again and watched as her pussy lips filled with blood and pulled away from her fuck tunnel. Ben wasn’t sure how he knew what to do, but it was clear that this wasn’t the first time for his alien form and he let his alien instincts take over while he went along for the ride. He opened his mouth as wide as it would go and locked his lips around Gwen’s pussy, sucking hard enough to draw the cunt juice right out of her slit while his fingers teased the girl’s clit with one ultrasonic pulse after another to make sure there was always more juice to suck down his thirsty throat.

Five minutes after Ben started eating her pussy Gwen had her first orgasm, her whole body going ridged and arching off the bench as she screamed loud enough to make the windows of the rust bucket shake a buzz. After Gwen had her first orgasm Ben stiffened his tongue and shoved it between his cousin’s pussy lips as deep as he could, deep enough to feel Gwen’s cherry where it stretched across the girl’s fuck hole, a weak guardian protecting her virginity. As the tip of his tongue touched Gwen’s hymen Ben sent another ultrasonic pulse through his cousin’s belly and clit and grinned, pleased at his own success in sending the girl into another earth shattering orgasm.

“Oh God, Ben,” Gwen panted as her whole body shook in the aftermath of her newest orgasm. “This is incredible, but it’s not enough. Ben, you’ve go to fuck me. Please Ben, fuck me, fuck me now.”

Ben looked past the small mounds of Gwen’s tits and saw the determined look on his red haired cousin’s face as she grabbed his head in her hands and tried to pull him further up her body so his now fully erect prick could make the trip to her cock starved cunt. “Are you sure you want to do this, Gwen?” Ben asked as he placed the tip of his alien cock against her swollen pussy lips. He didn’t really need to hear Gwen’s response since he could smell the arousal and lust rolling off her body like a tidal wave that threatened to drown him.

“Yes Ben, I’m sure I want you to fuck me right now,” Gwen practically screamed at him as she tried to trap the head of his cock with her cunt lips.

“But shouldn’t I be wearing a condom or something?” Ben asked as he tried to figure out if he really wanted this as much as Gwen did. “I mean, you don’t want to get pregnant, do you?”

“Ben,” Gwen said as she grabbed her cousin’s ass and tried to pull him down into her pussy, “you’re an alien, remember? Your whole DNA code is changed every time you use the watch, that means it’s no longer a match for me and you can’t get me pregnant no matter how much you want to. Besides, I’m too young to get pregnant, I haven’t even started my periods yet so we’re perfectly safe.”

Ben suddenly remembered the scent he’d picked up earlier and realized there was something important about it that he should tell Gwen, but he just couldn’t think straight enough to think of what he needed to tell her. After they fucked, then he’d tell her about the scent, and maybe together they’d figure out what it meant, but right now he just had to get his cock into his cousin’s cunt and pop her cherry so he could fuck her.

Once he decided to go ahead with Gwen’s demands to fuck Ben stopped hesitating and eased the head of his cock into the red head’s fuck tunnel. For the first few inches he’d shove an inch or so of his cock into his cousin’s hole and when she got use to it he’d pull back a little and then shove forward hard enough for another inch or so to enter her cunt. Ben kept going this way until the tip of his cock met with the barrier he’d been expecting.

“Gwen,” Ben said as he looked down at his cousin’s sweat soaked face and hair, “I’m going to pop your cherry now. It’s going to hurt like hell for a few seconds, but after that we can really fuck and you’ll love it.”

“I know, Ben,” Gwen said through gritted teeth, “I’m ready, pop that damn cherry and then lets have some real fun.”

“Ok,” Ben cried as he pulled back until only the head of his cock was in Gwen’s tight cunt, “here we go.” With all the strength of his alien body Ben shoved forward, sliding his prick through his cousin’s willing slit until it met her hymen and drove right through it until his cock was buried to the base and his balls bounced off her tight little ass.

Gwen screamed and Ben leaned forward to kiss the tears of pain that dripped out of her closed eyes and down her cheeks. “I’m sorry Gwen,” he said when she opened her eyes and looked him straight in the face, “that’s the best way I know to take a girl’s cherry, it hurts like hell, but it’s over quickly. Now lets relax for a minute or so until you’re ready to keep going and then we can start fucking and you’ll forget all about how much it hurt to loose your virginity.”

“Whatever you say, Ben,” Gwen said sniffling a little as she tried to catch her breath.

As Ben waited for Gwen to give him the ok he shifted one hand to her cunt, just above where his cock entered her body, and the other one to her belly and started sending ultrasonic pulses to the nerves in those areas to stimulate them into new heights of pleasure. After giving Gwen a good hard tongue filled kiss Ben moved his lips down to her tits so he could suck on her nipples.

It took longer than Ben expected for Gwen to recover after loosing her cherry but after about two minutes stimulating her clit, belly, and tits opened her mouth with a gasp and told him to start fucking her. Even as he pulled his cock out for his first thrust Ben could feel Gwen’s pussy muscles quivering with her approaching orgasm and he increased the level of the pulse frhis fingertips, pushing the red head into a screaming orgasm with his first full thrust.

Ben increased the speed of his fucking with each thrust and once Gwen recovered from her orgasm she locked her legs behind Ben’s ass and her arms behind his head as she started screaming at the top of her lungs, “Fuck me Ben, fuck me.”

“Oh yeah,” Ben said with a wide grin on his face as every thrust pushed Gwen’s bare ass into the thin cushion covering the bench.

“Oh God, I’m gonna cum again,” Gwen wailed as her words trailed off to a scream of pleasure and she closed her eyes against the light show that seemed to shatter her head.

While Gwen was screaming in pleasure she missed the distinctive multiple beeps of the omnitrix timing out and with her eyes closed she didn’t see the flash of green light as Bens body shifted back into its human form. For a second Ben hesitated, now that he was human again he’d lost his alien forms instinctive knowledge of how to fuck and he wasn’t sure what to do, but when Gwen bounced her ass off the bench beneath her and slammed her cunt full force into his crotch he didn’t have to think about what to do, his body took over like it had been fucking for years. In three thrusts Ben had his rhythm back and he was meeting his cousin thrust for thrust as he buried his cock as deep in her pussy as he could every time he slammed his hips forward.

Ben was able to keep going for another five minutes after he shifted back to human but then he felt the tension growing in his balls and he knew he wouldn’t be able to hold out much longer. “Gwen,” he called to his cousin, “I’m gonna cum.”

“So am I Ben,” Gwen whined.

“But Gwen,” Ben said, “I’m human again. If I cum inside you as a human I could get you pregnant.”

“I already told you Ben, I’m safe, I haven’t started my periods yet so you can’t knock me up. Keep fucking me, I want to cum again and I want to feel your cum juice inside me.”

“Ok Gwen, if that’s what you want,” Ben said, he wasn’t about to tell Gwen that he wanted to cum inside her as much as she wanted him to do it, besides, there was no way he could pull out in time the way she had her arms and legs wrapped around his body. Ben only managed to last four more thrusts before he felt his balls clench hard and he slammed his cock into Gwen as hard and deep as he could as he shot a load of baby juice deep into the red head’s ten year old cunt and screamed, “I’m cumming Gwen, I’m cumming.”

“So am I, Ben,” Gwen screamed as her pussy clamped tight around Ben’s cock and held him tight. “I can feel your cum inside me, Ben. This is so fucking incredible I never want to stop.”

It was several minutes before Ben recovered enough to pull his flaccid cock out of his cousin and make his way back to his chair. “I can’t believe we just did that,” Ben moaned as he watched Gwen sit up on the edge of the bench.

“Neither can I,” Gwen groaned as she reached for the tissue box. Ben was surprised when Gwen took the tissue and stuffed it into her pussy instead of using it to clean up the mess dripping out of her fuck hole.

“What are you doing, Gwen?” Ben asked.

“I’m making sure I don’t lose any of your cum, doofis,” she said as she grabbed some more tissue to wipe away the drips of cum on her thighs. I told you I like having your cum in my cunt, and since I can’t get pregnant I want to make sure it stays in there where it belongs.”

“Look, Gwen, I’m really sorry I messed up your spell by playing with the watch when I did,” Ben said with as much sincerity as he could muster. “I’m also sorry for what happened afterward too.”

“Well I’m not,” Gwen said as she gave her cousin a broad smile. “If I hadn’t miscast that lust spell we never would have fucked, and we never would have realized how much we love fucking each other.”

“But Gwen,” Ben said with a frown, “I wasn’t the one fucking you, that was Horn Dog.”

“Horn Dog?” Gwen asked.

“Well after a fuck session like that what else am I suppose to call an alien that built for nothing but fucking?” Ben asked.

“Well whatever you call your new alien there’s something you need to know,” Gwen said. “No matter how many orgasms Horn Dog gave me, no matter how hard I came with every orgasm he gave me, it wasn’t until you changed back to Ben that I really enjoyed the fuck.”

“That’s crazy,” Ben said, “Horn Dog knew exactly what he was doing when he fucked you, he knew just how to make you cum faster and harder than I ever could.”

“Exactly,” Gwen said as she grinned at Ben’s puzzled expression. “Horn Dog knew all kinds of technics to make me cum over and over again, but his heart wasn’t really in it. But when you became human again you didn’t have the ability to use those techniques anymore, but what you lost in technique you gained in enthusiasm and that enthusiasm is what makes you a better fuck than Horn Dog.”

“I guess I can understand that,” Ben said with a shrug. “For me , as long as I was Horn Dog all I could think of was using my powers in just the right way to give you as much pleasure as possible. I wasn’t really able to enjoy fucking you until I changed back and didn’t have to worry about how to use my powers. And boy did I enjoy fucking you then, too bad it will never happen again.”

“What do you mean it will never happen again?” Gwen asked.

“The whole thing was because of your lust spell, right?” Ben asked. “Unless you decide to cast it again it’s not like we’re ever going to fuck again.”

“I don’t know about that, Ben,” Gwen said. “The lust spell ran out a while back, and all I know is that I can’t wait to get that beautiful cock of yours in my tight little cunt again. Ben, I want to fuck you and I think this would have happened eventually, lust spell or no lust spell.”

“Maybe you’re right, Gwen,” Ben said with a sigh of relief, “and you have no idea how happy I am to hear that you want to fuck me again, because I really want to fuck you again. But how are we going to manage it?”

“It’s not that hard,” Gwen said with a grin. “In fact I think we can manage at least one fuck a night. All we have to do is leave after the camp is set up and before grandpa has supper ready. It should be easy to find a place with some privacy where we can get in a good hard fuck and still get back in time for supper.”

“You’re right,” Ben said with a large satisfied grin.

“But that will have to wait for tonight,” Gwen pointed out, “because right now we have to get dressed before Grandpa Max gets back with the parts for the rustbucket. So this will just have to hold you until tonight,” Gwen said as she leaned over to give Ben a kiss before she bent down to pick up her clothes and toss Ben his.

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Marvelous Gwen really like cooter eating and rock firm ripping up in her both humid fuck-holes

Ben 10porn

Hentai Picture: Marvelous Gwen really like cooter eating and rock firm ripping up in her both humid fuck-holes
Today Ben 10 sluts will have to deal with some monstrous and strongest rods that will pound the shit out of each cum hole on their sexy bodies! Have a look at the amatorious widget Ben Tennyson that is shagged with her great rubbery mammets vestured with spermatic fluid and her tight fumbler’s hall which is sprawled and shtupped and banana yoghurt of. Fair Ben 10 whore with a body to die for gets drilled by four hot rods and gets her meat melons splattered with sperm.

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Ben 10 Porn Story: GTAE Chapter 5

Ben 10 Porn Story: GTAE Chapter 5

Gwen stood in front of street vendor off one of the sides streets of the city of New Orleans. Her grandfather was sitting not two stands down at a small table set in the middle of the cobbled street, watching a cook stir a big pot of homemade gumbo upon which he would soon be dinning. The red haired girl fidgeted slightly.

She wouldn’t have been able to explain it to you if you asked, but whether it was because it was night, or because after the whole avalanche fiasco, Grandpa Max hadn’t let her, or Ben for that matter, out of his sights for more than the time it took to pee. But the fact of the matter was that Gwen was getting a little antsy and needy, flushed with an almost feverish red and struggling not to coat her cousin in kissed and, other displays of public affection.

She’d been trying to stop that for a while now, instead of she was trying to ignore Ben as best she could, trying to interest herself in the Latino death candy the vendor in front of her was selling. Sugar-skulls he called them.

Ben was on the other hand, was currently standing right next to his cousin, trying to figure out how to go about eating a candy that was shaped like a skull. He tried gnawing on the face, but there wasn’t any decent way to get your mouth around a skull the size of your fist, so he chomped as much as he could, but nothing really chipped off. He held it out at arm’s length eyeing it carefully for a moment before very deliberately banging it on the counter.

His cousin rolled her eyes and grabbed one off the stand, handing the nice, somewhat heavy black woman behind it some money before turning away, and very deliberately waking to the other side of the street, for very little reason other than that she wanted to put some distance between her and her cousin before she pushed him down and raped him.

Of course Ben noticed her walking off, but he wasn’t particularly concerned with where she was going, fairly confident that she couldn’t get buried under anything inside New Orleans. So he busied himself with more important things, like how to get at the candy inside the skull. It did make him feel a lot like a cannibal, gnawing on a skull in order to try and get at the juicy brain center, but it also made him feel like an awesome cannibal which just encouraged him.

Gwen sat on the sidewalk across from him and started licking her candied skull. Her eye flickered up and landed on Ben, and she sort of started staring, imagining the sweet taste of the candy skull to be from something, rather different, as she basically began molesting her cousin with her eyes.

He felt his cousin’s eyes upon him and sort of glanced back at the weird look she was giving him, sucking on the flat top part of his candy skull like a brain eater from some B-movie. Gwen hadn’t even noticed that she was staring, or noticed that he had noticed she was staring. She swirled her tongue over the top of the skull, lapping at it seductively as she shifted her legs, closing them together, and leaning back on one arm as she molested her skull candy with her tongue, and her cousin with her eyes.

Ben twitched a little as he watched his cousin intently. He had very little idea as to why she was doing what she was doing to the skull, or why it was making him a little antsy himself, but it was, and it would take an explosion or car chase to make him look away at this point.

Gwen’s talented tongue finally worked its way through the pure sugar top of the skull, and pushed its way inside, twisting around in the purplish jelly inside before lapping back into her mouth. She smiled at her cousin, popping most of the candy into her mouth, licking her lips and tilting her head to the side as she winked at the mesmerized boy across from her.

He twitched a little the moment she winked at him. He shivered a little and gnawed on the face of his skull turning his side to her, but only to try and not look like he was staring at her quite as much as he actually was.

She chuckled a little to herself and started sucking on her fingers, trying to get all the sugary goodness off them as she wiggled her hips at the delightfully tangy flavor filling her mouth. She was also enjoying the fact that he was looking at her, maybe not in the same way she was looking at him, but she was confident that could change.

Ben’s teeth finally chipped off some of the candy skull, and he tossed his head back and let the jelly brains pour out into his mouth. All the while he didn’t take an eye off his cousin for single moment.

Gwen stopped sucking on her fingers and sort of rubbed them off, cleaning the wet appendages off on her shirt and pants. Her hand sort of strayed up onto her inner thigh as she whipped it off on her leg.

Of course Ben wasn’t exactly paying much attention to her hands. He was paying attention to how she was looking at him, which was quite frankly mesmerizing. He gnawed on the remains of the skull a little after the last of the jelly brains had poured out into his mouth, just sort of chewing on the thing as he watched his cousin intently.

Finally Gwen broke her gaze away from her cousin and stood up, stretching, letting her shirt ride up her flat stomach maybe just a little too far as she yawned and dusted her butt off with a good few slaps. Of course Ben enjoyed the sight, watching the young red head dust herself off as he privately remembered what she looked like naked and smirked, gnawing on the skull a little more fervently to try and distract himself.

Although it didn’t work very well as Gwen turned around and brushed her rear off a little more. She’d wore tight pants that day, pants that should’ve shown off her budding curves. Of course she hadn’t realized till that moment that she’d done that on purpose. She smirked a little and stopped practically molesting her own rear for Ben’s viewing pleasure and strolled over toward a small fountain, a little ways from an over grown park.

Ben licked his fingers and popped the last remnants of his candy skull into his mouth, and though he didn’t actually realize it, he followed Gwen as she walked over to the fountain and sat down on its edge. She dipped her fingers into its surprisingly clean water before whipping her wet hands off on the front of her shirt. She looked at the water and bit her lip, sort of hoping that Ben wouldn’t leave her entire alone. This might’ve been one of those rare moments when they might get alone time, and she really hoped they would get to use it to its fullest.

Although currently Ben wasn’t exactly working along the same wavelength, he was busy trying to remove his sticky fingers from his shirt while leaning back against the last building between the fountain and the untamed shrubbery of the park.

Gwen chuckled softly as she watched her cousin attempt to remove his hand from his chest while keeping his shirt on. “Hey goob, come here.” She waved a hand, inviting him over, and after a slight shrug he walked over, still as clueless as ever. Gwen dipped her hands into the fountain just enough to get them a little damp and took Ben’s in hers rubbing gently to get the sticky stuff off of him.

“Oh, thanks…” Ben rubbed his fingers together a little before dipping them into the fountain, taking a seat on the edge and just sort of using the water to clean his shirt and fingers off. Sure cleanliness wasn’t exactly one of Ben’s big things, but it just wasn’t super to be a hero who had sticky stuff on him. Gwen smiled a little and sort of scooted down the edge of the fountain, rubbing her bare ankles together as she just sort of sat quietly, enjoying being next to him. Sometimes she liked the simple innocent moments with him, but then again, other times she just wanted to ride him till he broke. She was still trying to decide which kind of moment this was.

“So… what’s up?” Ben just sort of sat there kicking his feet back and forth lightly in his blissful innocent denseness.

Gwen blinked back, curling a lock of her red hair around a finger tip as she smiled at him. “Nothing much, what’s up with you?”

“I’m sooo Bored!” He threw his arms up and kicked his feet, almost falling back into the fountain but catching himself and slumping over as he stared at the dirt between his feet. “This place is way muggy and there’s nothing to do.” He pouted head in hands.

His cousin laughed and tilted her head at him, a light smirk sliding across her face. “Well… there’s something we could do, but it’d require some beads.”

“Beads?” Ben sat up a little. He sounded sort of interested, and after all, beads were a fairly innocuous substance, and the idea that Gwen knew of something they could do with them could be really fun like, anything interesting, or not fun at all, like putting beads in each other’s hair or something.

Gwen nodded. “yeah, we’d need a whole bunch of bead necklaces.” She smirked knowingly. “This is New Orleans after all.” She rubbed the back of her hand against her chin, smiling at him seductively.

Of course Ben still had no idea what she was talking about, but she was certainly making it seem interesting. “Well I’ve got no clue what you’re talking about.” He looked around a little, “But wait here.” and then hopped off the fountain. “I think I saw a place selling boxes of bead necklaces next to that candy place.”

She smiled back at him, sort of rocking back and forth on the edge of the fountain. “Alright, I’ll wait here, but hurry. It’ll be fun I swear.”

“It had better be.” Ben yelled back running down the cobble street. “Cause I’m gonna have to spend my own money on this!”

Gwen giggled a little and tilted her head back staring up at the grayish night sky. She thought it would be worth it, and certainly hoped that he would think so too.

It took him a bit of running, back to the candy shop and a bit further, and Grandpa had him check in with him when he ran past, still not really wanting to let the two kids out of his sight after the skiing incident, but eventually Ben’s whining got through and he was released to find the shop he’d been looking for. They sold boxes of twenty Mardi Gras bead necklaces, and since they were out of season he was selling them cheep, so Ben got a couple of boxes before running back to Gwen, panting lightly. “Alright Gwen, I got your beads.”

She looked up and smiled over at him. “Alright come with me then.” She stood up and sort of strolled over to the empty park. Ben sort of shrugged and sighed, wondering why they couldn’t just do whatever Gwen was going to do with the necklaces where they were, but he was already personally invested in the adventure so he followed her without question.

Gwen walked on into the shrubs until they found a nice, fairly clear, part of the part, completely surrounded by trees. She turned to him and grinned, licking his lips lightly. “Alright can I have one?”

Ben shrugged a little as he sat down in the grass, setting one of the boxes in his lap. “Sure, but then are you going to tell me why I spent money on these things?” After a brief struggle getting the box open, he tossed his cousin one of the necklaces.

Gwen smiled at him, and took the necklace, draping it around her neck. “Thank you.” She smirked a little and then began taking off her shirt.

Ben immediately turned bright red and wide eyed, even attempting to scurry back away from her a little. “Gwen!? What are you doing?!”

She just sort of blinked back at him as she pulled her shirt over her head causing the bead necklace to clack against itself. “What do ya mean? It’s New Orleans Ben. I can’t just take the beads, I have to show some skin to earn them. “ She smirked back at him, winking lightly as she tossed her shirt off next to him.

“Oooh…” Ben finally caught on to the idea, and smirked, still a little red as he tried to look like he hadn’t just freaked out at seeing a girl take her shirt off.

Gwen smiled and stretched her arms out over her head, sort of strutting about as she blushed a little herself. “Hope this is worth it…” She played with the necklace sort of just enjoying the feel of them against her bare collar.

Her cousin smirked, maybe just a little perversely, and nodded. “Oh yeah, totally worth it.”

Gwen blushed a little more but smiled, holding her hand out for another necklace. “More?” She sort of bit her bottom lip trying not to grin as she looked down at her cousin.

Ben chuckled lightly, spinning another necklace around one of his fingers. “Hmm… Well if you insist.” He laughed a little like a dork and tossed the necklace around his finger, roughly toward his cousin.

She caught it and giggled, placing it around her neck as she leaned down as she started taking her shoes off, much to Ben’s disappointment.

“Awh… just the shoes?” He did laugh a little, leaning back and getting comfortable to enjoy himself. “You were right Gwen, this is fun.”

Gwen laughed and tucked her shoes up next to her shirt before sort of strutting around again. “You could give me more, and make a request.” She stuck the tip of her tongue out biting it a little as she smiled at her cousin.

Ben smirked a little and rubbed at his chin with the back of his hand. “Nawh, I think I’ll keep letting you pick.” He smirked a little. “I’m betting I’ve got more necklaces than you have clothes.” He patted the boxes next to him. “Besides, the mystery of what’s next is kind of fun.”

His cousin smirked back at him and took the clip out of her hair before putting the next necklace on. She walked a bit closer to him and leaned in, nose to nose with him before taking a step back and holding her hand out for the next one.

He chuckled a little handing her another necklace. “Hey there cutie.” He smirked, flirting with her a little, the fact that she was his cousin, and that flirting with her was probably one of the most innocent things he’d done with her this summer thus far however, managed to completely elude him.

Gwen blushed a little and then started unclipping her pink training bra. She turned away from her cousin, smirking a little, wanting to tease him a bit. He just sort of chuckled and licked his lips, he didn’t really mind her teasing, and judging from the nice bulge he had going under his pants, he might’ve actually liked it.

She tossed the small pink thing to the side and turned around, covering her chest with one hand. Now aside from the bead necklaces, she was naked from the waist up, though she didn’t seem to be minding either, nibbling on her bottom lip as she sauntered slowly toward her cousin. “More?”

“Oh totally.” Ben was completely enjoying himself as he tossed her another necklace. “I’ve got plenty where those came from.” Gwen caught it, snatching it out of the air and exposing her chest when she placed it around her neck. She blushed a little and smiled to herself as she started unbuttoning her pants. Ben licked his lips and undid the buttons on his own pants a little.

Gwen wriggled out of her pants before stretching and strutting about, kicking her pants off her ankles and over into the pile of her clothes. She yawned a little and turned to her cousin. “No more beads, I’m good for now.” She turned away from him and sort of swayed her hips and she walked about before turning back to get her clothes. She was still totally messing with him, and there was even a small see through damp spot on her panties, just about where her opening would’ve been.

Ben pouted a little and reached into his pants, groping himself a little. “Well, if this is all I’m gonna get, I might as well enjoy it.” He smirked a little and started lightly masturbating, completely unaware of just how creepy that was.

Of course Gwen didn’t exactly see it that way. She just sort of blushed and picked up her clothes. “Uh Ben, jacking off in a park? You have the making a fine rapist.” She laughed a little and sort of walked over to him.

He just sort of laughed back. “Hey you’re the one standing her underwear in the middle of a park, you have the makings of a fine rapie.”

Gwen giggled and sort of stood in front of him, leaning over a bit she put a hand on top of the one he had down his pants, smirking as she raised an eyebrow at him. “Hey blame Grandpa… I can’t help it if I get a little antsy.” She leaned in and licked the bottom of his chin, totally more turned on by the whole situation.

Ben just sort of smiled back, totally enjoying where this was going, he stopped jacking himself but left his hand under hers. “Ya know Gwen… Grandpa’s not around right now.”

She slowly looked around before smiling back at him. “Well, would you look at that… He’s not.” She smirked and started rubbing her hand over his.

Ben smirked a little more. “Well then again he might be. But seeing as you’re naked, I would have to assume that he’s not.” He chuckled a little sort of shifting in his seat.

Gwen smiled and wove her fingers in under her cousin’s hand, sort of petting his erection as she leaned down. “So, what cha wanna do about it?” She bit the tip of her tongue smirking, and just a little pinking as she let her fingers brush over him slowly and gently.

He sort of smirked a little more and moved his hand off himself, placing it on top of hers. “I don’t know, what’d you wanna do about it?”

She started rubbing him, biting her own lip and tilting her head lightly as she leaned in closer and finally kissed him. She’d never actually gotten to ‘make out’ with him, it was always just nice hot, unrelenting sex, but recently she’d really wanted to get just one good kiss from him, and he kissed her back. Not really knowing how to kiss, but he pressed his lips back against hers and leaned forward toward her a little.

Gwen smiled and kissed him as slowly and softly as she could. She wasn’t really a big kisser either, she’d never really had the time, or the romantic interest, but she didn’t figure he’d mind a she wrapped her hand around his tip and slowly started to work him. He wrapped one of his hands around the back of her head, kissing her back as he licked her lips a little, he had to admit, she tasted pretty good for being his dorky cousin.

She leaned in, letting herself press against him a bit as her fingers rubbed at the sensitive nerves just under his tip. She quietly groaned into the kiss, truly enjoying how it felt to actually ‘make out.’

The passionate embrace only ended when Ben broke the kiss for need of air. He panted, not just from lack of air, but from the feeling of her fingers wrapped around him, and he leaned toward her. She wrapped her free hand around his shoulder and pulled him into a hug, almost sitting herself in his lap as her palm squeezed against his tip and she truly started working him. Slowly rocking her hips in time with her hand’s pace as he panted against her shoulder, wrapping his own arms around her and swelling in her grasp

Gwen chirped lightly, and then got a mean idea. She started working Ben a bit faster, stepping up her rocking along with her hand as she arched and panted out her hot breath against his ear. He sort of smirked back at him as she worked him, reaching his arm around her thigh, he slid his hand down into her panties. Not really knowing what to do there, he just start rubbing the soft parts of her slit lightly, causing her to gasp and jump as she arched her back and squeezed him lightly. “Been… waiting for this.. Ben…” She panted out into his ear with a smirk.

He licked his lips a little. “Heh, you’re really into our little alone times aren’t you Gwen?” He chuckled a little, and ran his hand over her slit, slipping his fingertips in-between her outer folds as he tried to figure out what he was supposed to be doing.

She yipped softly and nipped at his ear, rocking her hips with her hand a little slower, even as she squeezed him a bit firmer. “So what if I am?”

He smiled a little wider. “Ya know Gwen, you’ve got another six aliens to play with.” He rubber her a little bit more, but jumped in her grip.

Gwen mewed at him. “I do?… Oh, that’s right I do.” She pulled her hand all the way up, rubbing the pad of her thumb over the top of his tip in small, slow circles. “That’s up to you midget…” She smirked a little, sitting up to look down at him.

“Midget?” He stopped rubbing her and pulled his hand out of her underwear, pouting slightly. Clearly, he took offense. “I’ll show you who’s a midget.” He started to dial the watch.

She blinked a few times before releasing him, taking a few steps back. “Ben, you’d better not turn into anything too big.” She crossed her arms and pouted, striking a pose so simply and seductive that it was worthy of playboy.

“We’ll see…” Ben snickered, smacking the plunger down and invoking the green flash of his transformations. Gwen stayed right where she was, playing with her beads, though her interest was far from them. She watched closely, awaiting the unveiling of the next alien she’d get to dance the horizontal tango with.

The green light faded, and soon Ben was revealed, a pair of large red hands on his hips, and another two on his knees, and a substantial bulge in his pants. Gwen blinked up, then looked up and blinked again, still playing with her beads. She pouted a little and turned her back to her cousin, her hands on her own half exposed hips.

Ben smirked and knelt down behind her, taking her by her thighs with one pair of hands, and by her ankles with another two. “Heh, who’s the midget now eh Gwen?” He pulled her panties down in a single fast movement.

She wriggled a bit, smacking back at his hands as she was stripped of her last piece of clothing. “Hey, you’re the same midget on the inside.” She refused to look directly at him, pouting, but only for a moment before a deeply playful expression over took her.

He lifted her straight out of her underwear, and then sat back, setting her in his lap as he leaned back against a tree, using two arms to spread her legs out, keeping a hand on each of her knees, while his second pair moved to rub at her exposed, pink, and slightly damp core.

Gwen yelped and wriggled, not at all pleased with being handled like a doll. She blushed and closed her eyes, not able to look her alien cousin in the face as he felt her up totally uninhibited.

Ben chuckled a little as he leaned over her. “Heheh. So how do you like my four arms Gwen?” He rubbed her slit once or twice but then released her as he used that pair of arms to pull his pants down. Four Arm’s manhood looked a lot like a horse’s, though not as long they were probably as thick, both of them.

Gwen blinked down at the two very large penises. She gulped and then looked back up at her cousin. “Ben… you have to very, VERY careful.”

He smirked a little, chuckling lightly as one of his hands stroked her hair, another two her sides, and the fourth her stomach. “Don’t worry Gwen, how about I let you be in charge?”

She swallowed hard and looked down at him. “Ben… You’re huge! I can’t fit those!” She wriggled in his lap and turned rather red, simply from having to say what she just had. “I’m not sure it’ll help even if I am in charge.”

“Well you said you’d have sex with all of my aliens Gwen.” He smirked a little more and used the hand he’d had on her stomach to press one of his manhoods against her and rock himself back and forth lightly, clearly enjoying himself. “Four Arms is one of them.”

Gwen yipped softly, sort of wriggling as he rubbed himself against her. “B-but Ben… Th-th thing can… and probably will hurt me…” She looked down at the one he was rubbing against her and sighed. “I… I can try… B-but you have to let me do it at my own pace…”

Ben smirked and sort of kept rocking against her, but tucked his top two arms behind his head and leaned back. “You’re in charge.”

She nodded a little and sighed, looking down at the rather large penis she was being rubbed with. “Ok, ok… Lay back.” She shifted a little nervously, and bit her bottom lip as he stopped rubbing himself against her, moving a pair of hands to her hips as he left his larger two tucked behind his head.

Gwen just sort of sat there for a moment, her eyes darting back and forth as she tried to think. She batted off his hands so she could try and re-position herself. He moved them off her like she’d slapped him or something, just sort of letting them lay on his thighs as he watched the small little red head attempt to mount his alien man shaft.

She stood up off him and blinked for s second before she tentatively grabbed one of the penises, holding it between bother her hands she paled and blushed and felt a little dizzy all at once. What if it hurt her in a big way, what if Grandpa found out, or what if it stretched her out so much she couldn’t have good sex with normal sized males? She ran her fingers up and down the erect tip of the shaft and took a few slow deep breathes trying to steady herself.

Ben smirked a little twitching in her grip lightly. He was totally enjoying twice the man she could handle, and was willing to give her all the time she needed to marvel at his impressive genital size.

Gwen looked down at him weakly. “What if, I can’t fit you Ben? What if… I get too stretched out?” She sounded a little scared, but mostly because she was scaring herself.
Ben smiled back at her, raising a hand to sort of pat her on the head. “Well, you’ll always have Four Arms.” He half joked, smiling softy as he sort of stroke her hair. “And if it’s too bad we could try something else.”

She smiled back at him. He could be a nice big red monster alien when he wanted to be. She cooed at him a bit before releasing the penis she was holding and turning to face away from him. She grabbed the lower of the two alien shafts and slowly rubbed the tip against her damp opening, pushing it into her slowly, causing Ben to let out a long slow moan as he felt her small warm wet opening wrap around his oversized manhood.

Gwen chirped and yipped as she finally got the entire tip inside her. She was panting a bit but then took a single sharp breath as her body squeezed down, causing her to shiver almost violently as a small pain stabbed at her from the inside.

Ben moved a pair of his hands up to the insides of her thighs to hold her in place so she didn’t have to worry about slipping, also so he didn’t have to worry about her slipping, but it was mostly for her comfort. “Gwen? You alright?” She really look like should’ve been trying to have sex with him, but then again, she wasn’t even thirteen yet, she really didn’t look like she should’ve been having sex with anyone.

She gasped a little, continuing to shiver, attempting to catch her breath, she nodded and coughed lightly, her insides twitching wildly. She clenched her jaw and closed her eyes, taking a long slow breath before starting to slowly move herself over more of the massive alien shaft.

Her cousin was panting already, just from the feeling of her small tight body molesting his tip. It felt more like being taunted than having sex, but it was a good taunting. Gwen was breathing hard herself and let out a light, choked, moan of discomfort as she pushed more of her tight hot self down around him. Her body kept squeezing and twitching trying to adjust itself even though it was already almost painfully tight for the small red head. She ignored it as best as she could, think that if she could just get most of him in, then stay still, she could ride out the pain.

She yipped suddenly as she got about half of her alien cousin before he hit the back of her. She shook for a second, her teeth chattering as she tried to keep from chirping, and arched her back to try and make him fit. Ben tried to lift her off him a little out of concern. “Gwen? You ok?”

However well meaning his intentions, movement was the last thing she either wanted or needed, and even attempting it caused her to yelp loudly. “D-don’t move me Ben!” She shivered and gasped a bit more, her tiny body squeezing and sucking at the large intrusion intruding inside her.

He just sort of blinked at her and left her where she was. “Sorry?”

Gwen shook her head, trying to stop shacking, she really didn’t want to scare him. She wasn’t in a horrific amount of pain, she was just really uncomfortable. “N-no… I-it’s ok… J-just gimme… a sec.”

Again Ben blinked and held her still. “Alright, alright…”

She just sort of sat there, panting and shivering as she squeezed down around him. She sat like that for a good minute before looking over her shoulder back at him. “O-ok, slowly… you can move now.”
Ben slowly lifted her up a little higher, and then with equal care, and less speed, lowered her back down to where she was. He was having trouble not just fucking her brains out, having something that tight around just part of him, was driving him crazy, but he didn’t want to hurt her, so with his spare pair of hands, he started lightly working his extra shaft.

Gwen yipped once, very softly, and arched her back, breathing a bit heavy as she looked back at him. “S-soon…” She panted. “You’ll be able t-to go as fast as you want… I pr-promise…” She smiled weakly over her shoulder back at the large red alien behind her.

He smirked at her a little. “Heh, I’m gonna hold you to that.” He grinned a little more and raised her almost all the way off before slowly, gingerly, lowering her back down to where she had stopped. She smiled weakly as she slowly rode it out, arching her back each time he’d push back into her, trying her best to stretch to accommodate him.

Ben continued the slowly movement, lifting her off him and lowering her back down with his larger hands, while the second pair were busy working his second shaft. Gwen just sort of let him go like he wanted for a few moments, just trying to ride the feeling out before she yipped up and looked back again. “L-let go of me for a sec?”

“On or off?”

Gwen smiled back at him again, licking her lips seductively. “On.” She rocked her hips down against him and Ben delicately let go of her, holding a pair of his hands out in case she needed them. Gwen just sort of smiled to herself, she was starting to like the feeling of being so full. She twisted around to face him, while he was still inside her. Her body stretched as she pushed herself down over him, strangling his dick as she shoved it up into the back of her hot pink damp depths. Ben bit back a moan, as his spare hands pressed his spare shaft against her almost swollen stomach, rubbing it against her pink lips as she moved.

She smiled at him, almost face to face now as she leaned a little forward and grabbed a hold of the free shaft. She wrapped her hands around his and started to pulling up along it as she brought herself up his shaft, only to push herself back down and engulf him, pulling down on him as she moved.

Ben gasped, mouth ajar, and for lack of little else to do, reached his arms down and grabbed four handfuls of the earth under them. He was really just trying to keep his hand busy so he didn’t crush her accidentally.

Now Gwen really started riding him, leaning forward and sucking on the head of his other penis as her body squished and squeezed around the other. She was really starting to have fun, despite how filled and slightly uncomfortable she felt. He gasped and sort of arched his hips up into her, under her really, letting her do what she pleased with his shafts as his fingers tore deep troughs in the ground under them.

She arched her back, moaning happily as she started rhythmically bouncing up and down on him, her tongue swirling around the head of his free shaft her head bobbing up and down with her body’s pace. Ben could do little more than pant beneath her. “Awh man… Gwen this is awesome…” He breathed, a dumb smile on his face.

Gwen looked up at him and smiled as she sucked on his head, her big green eyes slightly clouded as she pressed her hot tongue down against his shaft, rubbing it vigorously. Her cousin just sort of rolled his head back, panting a little more as he arched his back, pushing his hips up under her, raising her up off the ground a little.

She chirped lightly, and started bouncing a little more, sucking on him harder and faster as her body basically did the same to his other shaft. She groaned into his tip and smiled as she kept watching his face. She was actually kind of happy he wasn’t talking much, she thought she was doing pretty well. His large alien chest rose and fell under her. The feeling of simultaneously having an incredible small girl wrapped around your dick, while she sucked on the top of your other shaft was truly an indescribable experience.

Gwen smiled and closed her eyes, starting to go even harder and faster as her tongue kept rubbing and swirling around the tip and nerves. It wasn’t so bad, she was sure she’d heal eventually, and maybe she wouldn’t even need to worry about being stretched as her body seem rather content to strangle his dick off rather than be stretched by it.

Not that Ben seemed to mind much. He kept arching and unarching under her, panting roughly as he tried to push himself deeper into her. The fact that he was actually supporting her weight of course just meant that she bobbed up and down in his lap instead, but that didn’t quell the instinct.

Gwen felt secure enough or perhaps was simply too far pushed into the frenzy of sex, and released the shaft she held in her mouth. “Ben?” She panted, her breath never seeming to come but in short bursts. Though that didn’t stop her from taking his tip back into her mouth, after she spoke, she actually quite enjoyed the feeling of having him in her mouth.

“Yeah, Gwen?” He panted back at her between his own, ever inadequate breaths.

She smiled at him, releasing his shaft to speak again. “Y-you can… do me n-now… if you’d, you’d like… just not, too hard.” She rubbed her cheek against his tip as she spoke, smearing a mixture of her saliva and his pre-cum over it, not that she seemed to either notice or mind.

Ben smirked back at her, rolling over to one side so she was under him. He used two arm to support himself above her, and the other two to hold her steady as he started to slowly rock his hips back and forth against her, pulling himself slowly out, and then pushing back in, all the while his second manhood rubbed itself over her over stuffed slit.

She chirped and wriggled under him, smiling weakly every time he would pull back as she bit her lip and struggled to catch her breath. Her body continued to tug and squeeze him, but not it would do so every time he rubbed his extra across her sensitive spots.

He smirked, liking being on top better than being on bottom. He held to her hips lightly, while practically strangling the ground beside her, all the while pumping almost his entire self in and out of her, and panting, and smiling down.

Gwen closed her eyes, still making her little noises as she was pumped by the strong red alien shaft. She would chirp and coo out his name on occasion, busily wriggling her hips up against his, as she arched and unarched pushing her bare flat rear down against the earth beneath them. She bounced in stride with his thrusting and turned her head to one side, biting down on a finger to try and stifle her loud noises.

Ben smirked. “Ya know Gwen. I really like the noises you make when we do this.” He rocked his hips against her a little faster, trying to dissuade her from stifling herself.

Of course his comment had the opposite effect, she bit her mouth closed quickly and covered her face with her hands, bushing harder than she had at any point previous. She hated the noises she made, she thought they made her either too loud or too easy sounding. Though she did arch her hips back up into his pumping, muttering incoherently between bashful chirps.

He chuckled down at her, rocking himself against her a little harsher. “Awh, ah…” He tried to comfort her, but his attempt was vetoed by a deep and low moan, so he just kept pumping himself in and out of her, moving a little harder as he started to twitch within her.

She spread her fingers to look up at him as she felt him twitch. Her face was even more red than before, and she was biting her tongue to stifle her noises, now that he had pointed them out, she was embarrassed by them.

Ben smirked a little at her between his own moaning and pressed himself against her, in and out. He rubbed over her as he rocked in and out of her slowly, even the part of him that wasn’t feeling her hot tight body squeeze and twist around him would twitch occasionally.

Gwen finally couldn’t take it anymore and started chirping and yipping with more fervor, she was bucking back at him harder than before as well. Her hand shot to the ground where the scratched and clawed at it, panting hard and rocking with his pace, her body throbbing and practically boiling over from within.

Her cousin grit his teeth, panting down at her as he removed his hands from her hips and buried them in the ground beside them, pushing them deep into the earth and digging his fingers in good. He pumped her a little harder and faster, gripping the ground tight. “Uh… Gwen I think something’s coming…”

She let her tongue lag out a little and moaned, gasping her air as she bounced up and down with his pace. “P-please… Uhn! Ben!! Please…“ She just couldn’t seem to think strait, her own so close it was practically maddening.

He panted and pumped a little harder, twitching around inside and outside her as he got closer and closer. He leaned over her, curing around her and letting out a single long moan as he climaxed, coating her insides with his hot sticky white seed, while giving the same treatment to her chest and face.

Gwen gasped as she was filled and covered, not truly surprisingly some of it got in her mouth and she lapped it up with vigor. Her own body shuddering weakly as she came along with him, it was weird to be doing so, but she liked it and her mind went blank as she groaned and clutched at whatever she could, arching and bucking wilding as she came.

Ben clutched the ground tightly, digging great groves with his fingers as he struggled to hold himself up panting wildly as his arms trembled. He continued to climax for a few seconds before going almost entirely slack.

Gwen just sort of laid there, panting and shaking s her body twitched around him squeezing and smothering him until the moment he dripped dry. She rolled over onto her side, letting her eyes slide closed as she struggled to catch her breath.

He just panted a little move before pulling back out of her, he struggled to catch his breath and smirked down at her as he looked over the spoils as it were. “Hey, that’s a good look for you Gwen.” He smirked a bit more, whipping some sweat from his chin with a spare hand.

She just sort of grimaced and sat up, trying to flick some of his gunk off her. “Maybe you’d like to share? I can hug you anytime.” She growled at him a little and licked some off her arm, smiling besides.

Ben smirked back at her and held up a hand. “Nawh thanks, I think alien jizz is more your cup of tea Gwen.” He snickered a little taking a step back.

She glared back at him. “What’s that supposed to mean?” Despite her complaints, she kept licking at the stuff, it really didn’t taste so bad and she needed to get it off… Ben continued to smirk, but didn’t say anything else on the subject as he just sort of let her finish cleaning herself off. She got most of it, before she stood up and paled, a huge load of the thick white liquid spilling down her legs, and she collapsed down onto her knees, trying to hid herself in embarrassment. “Ack!”

Ben sort of snickered at her. She blushed but smacked the ground and glared up at him. “B-Ben take me to the fountain!” She practically demanded pouting up at him.

He sort of scratched at his chin. “Gee I don’t know Gwen, if I did that I’d get all gooy.” He snickered again.

Gwen glared back up at him. “Fine! Then I’ll Walk There Myself!” She stood up and started marching out toward the fountain, the fountain that was in the middle of the street, from which she could easily be seen, naked, and dripping will alien semen.

Ben paused for a second and considered whether he should help her, or if he should just enjoy the show. He decided that whatever he was gonna do, he should pull up Four Arm’s pants first though.

She sort of limped over to her clothes, she put on her shirt and panties, even if she was covered in goo she wasn’t going to walk out into the middle of the street totally naked. Though once she was dressed in some manner, she marched out onto the open part of the park and headed straight for the fountain, fuming at Ben for not having the decency to help her.

He did sort of stand up, pulling his pants up before jumping into the air, and landing next to the fountain shortly thereafter. Gwen just walked to the fountain, still in just her shirt and panties, which now were semi drenched in thick white goo. She snorted at her idiot cousin and stepped into the fountain, sitting on her knees and trying to clean herself off in the cold water. Her teeth chattered a little, but she refused to look at him.

“Need a hand?” Ben offered her one of his giant red alien hands. “I’ve got four.” It was about then when the watch started to time out, and he blinked. She just sort of smacked his hand away and watched the watch beep as she floated to the other side of the fountain to get herself cleaned up.

There was a brief red flash, and then Human Ben stood there pouting as his cousin, before he got a devious idea and went to steal her pants. Gwen of course was a step ahead, having already thought of that, and had dragged them with her. She did stand up and jump out of the fountain as soon as she was clean though, rushing back to the park so she could get dressed in semi privacy, and get away from Ben, he was being mean, or at least she thought so.

Ben of course was two steps behind her, as stared blankly at the small patch of mossy grass where he thought her pants should’ve been. “Uh… Gwen? I can’t find you pants.”

She was already off in the park, getting her clothes back on. She was grumbling on how he was lucky she even let him touch her, and how he could’ve at least walked in front of her, or gotten some handfuls of water to try and help get his jizz out of her hair. She was just generally grumbling the grumble of an angry illogical woman.

Ben turned and pouted, starting his own spiteful gripe-fest. “Well fine, see if I try and be nice to you again.”

“You’ll never touch me ever again Benjamin Tennyson!!” Gwen yelled back at him, pouting and sniffling just a bit, but not really sniffing, it was just more tears of frustration than anything else, and she had no idea why she was acting so crazy. She supposed it was just because she was overly hormonal from all the sex, though she didn’t really believe that much, so she just sort of kept on grumbling as she got dressed.

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Ben Tennyson tear up with gorgeous Gwen

Ben 10 Secret Of The Omnitrix Hentai

Hentai Picture: Ben Tennyson tear up with gorgeous Gwen
We got plenty of the hottest coitus and oral scenes featuring Ben 10 cuties who wish their peachy wet caves being roughly pumped and slobbered… Slutty chick of Ben 10 is too willing to participate in this hardest pussy pumping action of all her previous experience! Dreamy Ben Tennyson spends time in bed getting nude, practising blowjob on a dildo and shagging her cunt.

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Ben 10 Porn Story: Ben Tennyson’s new power – Chapter 3

Ben 10 Porn Story: Ben Tennyson’s new power – Chapter 3

“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.”

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