Ben Ten and the New AlienbyValley HoneyBen 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.
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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.
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“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.
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“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 thirteen 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.
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“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.
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“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.
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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.
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“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.
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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.
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”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.
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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.
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”“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.
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”“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.
Chapter 2“Hey dweeb,” Gwen said as she carried her food to the table in the rustbucket and set her bowls down, “take your feet off the table.
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Do you have any idea how gross that is?”“How can you say I’m gross when you eat something like that?” Ben asked as he took his stockinged feet off the table without taking his eyes off his handheld video game, he put his shoulder against the wall as grandpa Max took the off ramp just a little to fast. “I mean, who eats sauerkraut and strawberry ice cream?”“It’s not like I had much choice,” Gwen said as she took a spoonful of sauerkraut and held it in front of her mouth as she spoke. “After you raided the fridge this morning this was all we had left. ”“At least I left something for you,” Ben said, “so why are you complaining?”“Actually I’m not,” Gwen said, putting her spoon down and leaning close enough to Ben so he could hear what she was saying as she lowered her voice. “When I opened the fridge I realized that sauerkraut and strawberry ice cream was exactly what I was craving. ”“So you’re not complaining then,” Ben said. “That’s fine with me. ”“You’re such a doofus,” Gwen said as she glared at Ben, but the wink she gave her cousin said something much different, especially when curled her fingers and moved her hand back and forth in front of her open mouth to show how much she was looking forward to giving him a blow job. “And you’re such a geek,” Ben responded, sticking his tongue out at Gwen and moving it up and moving it up and down like he was licking her bald pussy. “Keep it down you two,” Grandpa Max said from the driver’s seat. “I know it’s early but after the way we all took out those bank robbers earlier I think we could use a little extra rest tonight. I know a great camp site just a few miles off the highway so we’ll make an early night of it. And in spite of the way you kids have been raiding the fridge I know we have enough food for tonight and tomorrow, but we’ll have to stop at the store before we get very far in the morning. ”“Sounds good to me, grandpa,” covering his mouth so his grandfather wouldn’t see the way he licked his lips as he gave Gwen a suggestive wink. “Those bank robbers tired me out more than I realized so I wouldn’t mind getting to bed early tonight.
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”“Sounds good to me too,” Gwen said as she finished her food and took her dishes to the sink and washed them before she put them away. When she turned back to the table she looked to make sure grandpa wasn’t looking before she patted her crotch so Ben could see what she was doing as she walked back to the same bench where the two of them had fucked for the first time a month earlier. After glancing at the driver’s seat again Gwen took a note from her pants pocket and slid it across the table so Ben could read it. “You don’t want me to change before we meet tonight?” Ben asked in a whisper, “why?”“I’ll explain later,” Gwen hissed as she made sure Grandpa Max wasn’t looking at them in the rearview mirror, “just do it, ok doofus?”“Whatever you say, geek,” Ben responded, giving Gwen a quick wink to show he didn’t really mean anything by the word. He noticed that his cousin was looking past him and turned to see that they were passing an abandoned cabin. “He grandpa, how long before we get to the campsite?” Ben asked as he and Gwen watched the cabin disappear behind them. “We’re there now,” Grandpa Max said as he slowed to turn onto a short two track road. “I’ll leave first and meet you at the cabin as soon as we get camp set up,” Ben whispered to Gwen.
”“Ok,” Gwen whispered back, “I’ll meet you at that abandoned cabin we just passed, but until then we keep away from each other. ”“Just like every other day,” Ben said with a soft chuckle, “you don’t know me, I don’t know you, we sneak off separately and then meet up and fuck like crazy until it’s time to come back for dinner. The highlight of every day for me. ”“Me too,” Gwen said as she gave Ben a quick grin and wink. “So I’ll see you at the cabin. ”“Bye grandpa,” Ben called, heading off as soon as they had the camp set up. “Where are you going Ben?” Grandpa Max asked as he placed the tools back in the storage cabinet of the rustbucket.
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“I’m just gonna look around, grandpa,” Ben said with a shrug, walking backward as he talked to his grandfather and tried to keep a straight face when he saw Gwen moving her fist back and forth from her mouth like she was giving him a blowjob already. “Ok,” Grandpa Max said, “just make sure you’re back in two hours for dinner. I’m making rattlesnake chili. ”“Ok, grandpa,” Ben said, stretching the words out uncertainly. “I’ll be back for dinner, I promise. ”“You know he’s going to do his best to avoid your rattlesnake chili,” Gwen said as she and her grandfather watched Ben disappear down the dirt road. “I’m sure he’ll try,” Grandpa Max said with a grin, “but he doesn’t know how long rattlesnake chili can simmer without going bad. As long as he comes back to go to bed dinner will still be ready. ”“Sounds good,” Gwen said, trying to hide a cringe at the thought of her grandfather’s chili. “But if you don’t mind I think I’ll take a walk until dinners ready too. ”“Go ahead Gwen,” Grandpa Max said with a quick wave of his hand as he turned back to the rustbucket. As soon as Gwen headed up the two track Max turned away from the RV to watch his granddaughter as her hips swayed incisively with every step. He wondered if Gwen realized how much her walk had changed in the past month since she and Ben started fucking. With one hand Max dug into his pants pocket and fingered the blue barrette he’d found in the cushion of the bench after he’d noticed that it was missing from Gwen’s hair that day when he got back with the parts to fix the rustbucket. That missing barrette was the first clue he had that something had happened that afternoon, another was the way Ben and Gwen started acting toward each other.
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On the surface nothing had changed but he’d noticed the way the two of them started looking at each other and the gestures they’d exchange when they thought he couldn’t see. It wasn’t long before he noticed other things too, like the way their clothes would be rumpled wen they got back from their walks, or the cum stains on Gwen’s panties. And of course there was the surveillance video from the rustbucket showing the whole scene of Ben and Gwen’s first fuck in living color and sound. Thinking about the video made Max think of the fact that he’d have more than enough time to watch it through twice if he got the chili started right away. He turned to watch the sway of Gwen’s hips again and felt his cock start to rise along with the smile on his face and he tried to shift his thoughts away from what Gwen and Ben were about to do in case his granddaughter turned around and noticed the way he was watching that wonderful ass of hers. His mind wandered back to Gwen’s snack earlier and he grimaced as he thought about it. “Cold sauerkraut and strawberry ice cream,” he muttered to himself. “I haven’t heard of a combination like that since . . . since. Oh my,” Max said as his eyes opened wide in comprehension. “It looks like this summer has turned out even more productive than I thought it would be. ”“In fact,” Max thought as he turned to get one more look at Gwen’s bouncing ass and he adjusted his Hawaien shirt, “if things work out it won’t be too long before my cock joins Ben’s in that tight little cunt of hers. ”When Gwen arrived at the abandoned cabin she could tell that Ben had used his time to try and make things more comfortable for the two of them.
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Dust still coated the floor and every other surface in the cabin’s only room, but Ben had somehow managed to pull the mattress off the dilapidated bed and turned it over on the floor so the worst of the stains were hidden. The mattress still smelled of mold, but at least the smell was dim enough that Gwen could ignore the smell as she sat down on the lumpy pad. “So Gwen,” Ben said as he sat down next to her and gave her a lopsided smile, “why did you want me to come here without changing into one of my alien forms? Normally I would have changed into one of my aliens and searched the area to make sure we had some privacy, but tonight we can’t be sure because you told me not to change. ”“I can take care of the surveillance,” Gwen said, pulling out her spell book and leafing through the pages until she reached the one she wanted. Her voice took on the reverb it always did when she was casting a spell but Ben didn’t notice anything out of the ordinary except that his redheaded cousin closed her eyes as she turned her head from side to side several times before she nodded in satisfaction and opened her green eyes again. “We’re fine Ben, the closest person to us right now is Grandpa Max, and he’s back at the rustbucket. The closest person after him is over five miles away so we have all the privacy we want. ”“Good,” Ben said with a nod. “But I still want to know why you didn’t want me to change. I hope it wasn’t because you wanted to try out a new spell. ”“Ben, I’ve used this spell before,” Gwen pointed out. “The reason I wanted you to come here without changing is because I want you to turn into a particular alien form. ”“Oh,” Ben said with a crooked grin and a quick wink, “it’s going to be one of those nights. So, who do you want to try this time? Four Arms? Upgrade? XLR8? Wild Mutt? Wait, I know, Ditto, I remember how much you liked having both of your nipples sucked at the same time you were fucked and sucking cock. ”“No Ben,” Gwen said as Ben started dialing the watch, “it’s not going to be one of those nights.
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While maybe it will later, but first there’s something I need to know and I think one of your aliens can tell me what I want to know. Besides, even though your aliens make for an interesting change every once in a while I still prefer you and your normal cock when it comes to fucking. ”“Ok,” Ben said slowly, “in that case who do you want me to change into?”“I want you to change into Horn Dog,” Gwen said. “Horn Dog?” Ben practically yelled, “are you crazy? The one and only time I changed into Horn Dog we ended up fucking each other crazy before we realized what we were doing. ”“I remember, Ben,” Gwen said, giving her cousin a broad smile. “But you have to remember that while you were changing into Horn Dog I was casting a lust spell at the same time. From what you told me about your powers as Horn Dog I suspect that his senses are hypersensitive and he was overwhelmed by my lust as well as his own. As Horn Dog your senses went into overdrive from all the lust in the rustbucket and you were feeding it back to me at the same time with your pheromones and ultrasonics and that’s why we ended up fucking like crazy. Without the spell I think you’ll be able to stay in control as Horn Dog, and with your heightened senses you should be able to tell me what I want to know. And if I’m wrong and we end up fucking like bunnies I won’t regret it any more than I did the first time we fucked - or all the times we’ve fucked over the past month. ”“If that’s what you want, Gwen,” Ben said as he adjusted the watch until the plunger popped up, ready for activation. He hesitated for a second with his hand held over the plunger but when he looked at Gwen she nodded at her and he slapped it down. Ben felt the power of the omnitrix run through his body as he shifted from his ten year old human form to the adult form of Horn Dog. When the change was done Ben took a deep breath and held it before releasing it in relief. “You were right Gwen,” Ben told his cousin, he saw the redhead sigh but he wasn’t sure if it was in relief or frustration.
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“I can smell how horny you are and I still want to fuck you, but without your lust spell I’m able to control my own desires and instincts. So, what do you want to know?”“First,” Gwen said, tapping her fingertips together in front of her chest, “you mentioned that there was a smell you noticed just before our mutual lust overwhelmed you. After you changed back you said that you couldn’t remember what the smell was or what it meant. Now I want you to try thinking back and see what you can remember about it. ”“Ok,” Ben said, suppressing the purr that threatened to emerge from his chest as he tried to think back to a month earlier. “I remember. ”“What was it Ben?” Gwen asked impatiently when her brown haired cousin didn’t say anything more. “The scent,” Ben said slowly, “now I know why I wanted to warn you. You were fertile, but how is that possible? You told me yourself that you haven’t even had your first period yet. ”“And I still haven’t,” Gwen said with a sigh, “but a girl’s first fertile period is two weeks before her first period. Ben, what do you smell now?”Ben gave his cousin a puzzled look as he sniffed the air and slowly moved closer to her, sniffing even more intensely as he moved closer until he was just a few inches from her body before he backed off. “Well,” he said slowly in his rumbling baritone, “you don’t smell fertile. But the only word I get doesn’t make any sense, maybe it’s an alien term that doesn’t translate. ”“What is the term, Ben?” Gwen demanded. “Gravid,” Ben said.
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“Does it mean anything to you?” he asked with a shrug of his well toned alien shoulders. “Yes,” Gwen said with a sigh as she plopped back on the mattress they were both sitting on. “It’s not an alien term, Ben, it’s English. It’s another way of saying I’m pregnant. ”“Pregnant?” Ben said slowly after what he hoped was only few seconds of silence when he realized he’d been staring at a spot on the ceiling after Gwen gave him the news. “Are you sure?”“I am now,” Gwen said with a weak grin. “I’ve suspected the truth for a few days now, ever since I woke up sick to my stomach four days ago. Then I noticed that my breasts were feeling real sensitive and even ached a little bit. And finally there was the craving I had this afternoon. Thinking back on it now I can’t believe that I actually wanted sauerkraut and strawberry ice-cream, but even now I find myself craving it all over again. ”“I’m sorry Gwen,” Ben said, sliding closer to his cousin’s prone body and starting to purr in an effort to comfort her as he reached out to stroke her body. “I didn’t mean to knock you up. ”“I know that you dimwit,” Gwen said, “but it’s not really your fault, or at least not just your fault. Don’t forget, I wanted you to cum inside me, and I certainly didn’t stop you from fucking me over the past month. If anything I encouraged you to fuck me because I enjoyed it just as much as you did.
”“So, what are we going to do now?” Ben asked as he ran his hands over Gwen’s stomach as he sent ultrasonic pulses through the pads on his palms and fingertips. “I mean, we can’t just walk into a clinic and ask for an abortion can we?”“Not without permission,” Gwen said, “but then I don’t want to get an abortion anyway. ”“What do you mean you don’t want an abortion?” Ben asked. “What else are we going to do?”“I’m not sure if you’ll understand this,” Gwen said slowly, “but even though I didn’t want or expect this pregnancy, now that I know your baby - our baby - is growing in my belly I don’t want to lose it. ”“I think I might actually understand what you’re saying,” Ben said as he slid his hands along Gwen’s belly, “especially since I can see the baby right now. ”“How is that possible?” Gwen asked as she watched Ben’s roaming hands. “The ultrasonic pulses from my hands are working like an ultrasound,” Ben said. “Somehow my mind is able to interpret what the pulses tell me and I can actually see the baby growing in your womb. There’s not much to see right now, not much more than a pulsing lump of flesh, but it’s the most beautiful thing I’ve ever seen. ”“I wish I could see it,” Gwen sighed. “You know we’ll have to tell Grandpa Max the truth. I think if we tell him the truth he’ll find a way to help us. ”“Maybe,” Ben admitted. “The way he’s been looking at us lately I can’t help but wonder if he suspects the truth already. ”“I don’t see how he could,” Gwen said thoughtfully, “but somehow I think you’re right.
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”“That’s something to deal with later,” Ben said, “right now I can’t help thinking how much I want to fuck that pregnant pussy of yours. ”“And I want to be fucked,” Gwen said, giving Ben an encouraging smile. “Do you have any idea how horny a girl gets when she’s pregnant? All those hormones running through my body are driving me crazy with fuck lust and I can hardly wait to get your cock slamming in and out of my wet hungry cunt. ”“Why wait?” Ben said as he got to his feet and started searching for the fastenings on his suit. As Gwen got up from the mattress to remove her own clothes as quickly as she could. Before Ben could figure out how to remove his clothes he heard a familiar beeping sound and looked down to see the omnitrix flashing red just before he felt his body shift back into it’s human form. “That change didn’t last long,” Ben said as he started stripping out of his clothes and crawled onto the mattress next to Gwen. “Not that short,” Gwen said with a gasp as Ben reached for her closest tit. Now that he was actually looking at them he realized that his cousin’s tits were larger than they were a month earlier. “After I told you I was pregnant you were so shocked you stared off into space more than five minutes before you recovered enough to say or do anything. So, are you still in shock? Or are you ready to fuck me as hard as I want you to?”“Oh, I’m ready,” Ben said indicating his erect penis. “But I wouldn’t mind a little extra help to make sure I’m ready for your pregnant cunt. ”“And back at the rustbucket you promised to eat my pussy,” Gwen reminded her cousin, “so let’s do both at the same time. ”“Sure thing,” Ben said, he started to shift around so he could straddle Gwen and reach her slit but she stopped him and straddled his body first. “Sorry Ben,” Gwen said as she lowered her pussy to his mouth while she gripped his cock in her hand, “but I want to try something different this time.
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I’ve heard of girls being on top and I thought I’d give it a try. ”“Whatever you want,” Ben said with a grin before he stuck his tongue out to lick the juices dripping out of Gwen’s nearly bald slit before he tickled her erect clit with the tip. Gwen’s body shuddered with pleasure as Ben’s tongue teased her clit before diving into her cunt for more juice. “Ben,” she said as she slid her hand up and down his hard six inch prick, “I’ve been meaning to ask you something. How is it that you have a six inch cock when you’re only 18 years old?”“I was hoping you wouldn’t think to ask that question,” Ben said as he took his mouth away from his cousin’s pussy and replaced it with his fingers so he could speak. “Several months ago I noticed that my cock was starting to grow larger and faster than anyone else in my gym class. When I asked my father about it he told me he didn’t think I really had anything to worry about but he set up a doctors appointment for me just to be sure. ”“And what did the doctor say?” Gwen asked as her cunt clamped tight around the fingers Ben had shoved all the way into her fuck tunnel. She could feel her stomach starting to cramp at her approaching orgasm. “He told me that I was going through early puberty,” Ben said, “the doctor used some kind of medical term but it comes down to early puberty. He said that he could reverse the process, but since I was only developing a couple years early he didn’t think it was that big a problem if I wanted to let things go the way they were. He said most people wouldn’t even realize I was going through early puberty since the biggest change was the way my penis was developing. ”“I’ve heard of early puberty,” Gwen said thoughtfully as she continued to stroke Ben’s cock, “in fact a friend of mine has the same problem - if you want to call it that - but in her case her breasts developed to the point that they’re 36C’s. ”“I’d like to see that,” Ben said with a groan as Gwen’s body shook and quivered through its first orgasm. “I think that can be arranged,” Gwen said with a gasp as her body relaxed and her pussy released Ben’s fingers so he could start moving them in and out of her juicy slit again.
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“In fact, if you’re interested she may even be willing to let you fuck her too. ”“That sounds like fun,” Ben sighed, “but right now it’s you’re pussy I want to fuck. Do you still want to try being on top?”“I sure do,” Gwen said as she pulled her cunt off Ben’s invading fingers and swung around so she was sitting on her cousin’s stomach so his erect cock bounced against her ass as she looked down at his face. “Are you ready?”“Go for it, Gwen,” Ben said as he raised his arms to pinch her erect nipples. “So, how long before milk starts dripping out of your tits?”“Several months,” Gwen moaned as she raised her ass up until Ben’s cock bobbed under her slit. “My belly will probably stick out this far before you can squeeze the first drop of milk out of my breasts. In fact my tits will have to grow a lot before you can do it. ”“I know,” Ben said with a silly grin on his face as Gwen eased the head of his cock into her pussy and slowly sat down until the whole shaft was swallowed by her tight juicy pussy as her clit rubbed against Ben’s sparse pubic hair. “Fuck me, Gwen, fuck me,” Ben screamed as his redheaded cousin slid her cunt up and down his prick, rubbing her clit against his pubic hair at the bottom of every stroke. “Oh God, Gwen, your pussy feels so good when it’s wrapped around my cock like this. ”“And your prick feels so good as it fucks in and out of my cunt like this,” Gwen gasped as her stomach started to flutter with the sexual energy that flowed up from her cunt as it gripped Ben’s cock as he lifted his ass off the mattress to meet her slit every time she slammed her ass down like she was trying to shove it through Ben and the mattress. Gwen could feel Ben’s balls dancing against her ass and felt her cousin’s prick growing larger in her pussy and knew Ben was ready to cum even before he announced it. “I’m going to cum,” Ben screamed as he grabbed Gwen by the hips and held her tight as he shot his load deep in her cunt. Even as his cum hit the back of Gwen’s fuck tunnel Ben felt his cousin’s body go stiff as she screamed that she was cumming right along with him. “You are such a great fuck, Gwen,” Ben said as he kissed her, sticking his tongue down her throat.
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“How did you know about fucking like that? I mean with the girl on top like that. ”“Just something I read about,” Gwen said as she moved down to Ben’s crotch and sucked it into her mouth to clean it off. “I’ve read about a few other things I’d like to try too, and I think you’d like as much as I will. ”“What sort of things?” Ben asked, he could feel his penis starting to harden as Gwen licked him clean but he tried to ignore it because he knew they wouldn’t have time for another fuck before they returned to the campsite. “There’s something called doggie style, and there’s the spoon, and side by side,” Gwen said thoughtfully after she spit Ben’s clean prick out of her mouth. “The one I’d really like to try is something we can’t do on our own. ”“And what is that?” Ben asked, obviously curious as he started to pull his clothes on. “It’s called double penetration or DP,” Gwen said, “I’m especially interested in something called a fuck sandwich where one guy fucks you in the cunt while another one fucks you in the ass. ”“Actually Gwen, we can do a DP on our own,” Ben pointed out. “All I have to do is change into Ditto and then two of us can fuck you at the same time. ”“Yeah, I guess that would work,” Gwen admitted reluctantly as she pulled on her own clothes, pulling her blue t-shirt with the cat head image she adjusted the it so that her erect nipples stuck out on either side of the cat head. “But I’d rather fuck you in your human form which means we’ll need another guy to supply the other cock. So I guess it’s just a dream. ”“For now,” Ben said as he held the cabin door open for Gwen, giving her ass a quick pat as she walked past him. .
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