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Wish: Ben’s turning into girl brings a lot of sex in his adventures!

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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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Older Gwen enjoying a big cock (that might not fit in her mouth)

Ben 10 Porn

July Hentai

Ben 10 Porn

Ben 10 Hentai

Ben 10 Porn

Smoking hot Gwen – beautiful ass with perfectly tight vagina!
Julie lends a beckoning finger to Ben who is waiting outside the shower…
Ben is fucking his girlfriend and is cumming in her repeatedly!
Gwen’s about to orgasm as she’s blushing in the face…
Cock-craving Ben 10 alley cat wants to feel hard black dick right up her ass, and then suck it off till it dumps cream giving her a messy facial cumshot to savor on ;) These hookers cannot wait for after some raw fuck – ;) Ben 10 XXX alley cats love getting dirty about one another to bring the best drawn sex than you could ever dream of!…

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Charmcaster first gives Ben a blowjob until he cums then… she procedes to begin to ride him!

Ben Ten Nude

This post concerns only hottest personages of Ben 10 drawn stuff and involve them in all sorts of horniest adventures ;) Ben 10 sex erotic drawing characters get caught in the fuck craze you could never imagine them doing it excited and sexually eager. Naughty babe from comic and craves to take on this heaviest fuck load of all her previous experience .

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