Ben Tennyson plow with beautiful Gwen

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Hentai Picture: Ben Tennyson plow with beautiful Gwen
Lay eyes at how bottle nose Ben 10 donnas got capped in hurts, tears, little tadpoles and are forced in any way of dimple-dizzy entertainment. Ben Tennyson does a French job and shows her bush while getting ass-fucked in cowgirl on camera… This pack of hottest porn action will make you have all of your juices going all those hot and juicy Ben 10 junkies having a good time.

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Ben 10 Porn Story: Ben’s girls – Chapter 2

Ben 10 Porn Story: Ben’s girls – Chapter 2

Ben Tennyson was currently walking a sidewalk path to his girlfriend’s house, he had been with Julie Yamamoto for awhile now and had hoped to keep it that way. It had been yesterday that he just had sex with a long time villainess; Charmcaster and he wasn’t feeling very eased about it. In fact Ben kind of expected her to pop up out of nowhere any moment, but he brushed it off as paranoia.

Not that he was afraid of her, it was the opposite actually, and after losing his virginity technically ‘unwillingly’ to her Ben felt a very strong urge to either hold or ravage the silver haired witch all over again. It had to be part of the charm or whatever it is she augmented him with that going to supposedly entice girls around him.

He hoped whatever mess she just got him into wouldn’t damage his relationship with Julie, but another thing was on his mind that she said yesterday; Gwen.

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Ben luvs to plumb and internal cumshot Gwen’s cooter every night before going to sleep…

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Hentai Picture: Ben luvs to plumb and internal cumshot Gwen’s cooter every night before going to sleep…
Incidentally, isn’t it a Ben 10 copulation one can spot on a pic? Well endowed Miss Horner from Ben 10 is hopping with a massive vaginal invasion inside this thread. Gwen teaches her brother entertainment and betakes him to crack his pitcher from behind.

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Gwen is way better than Ben in any compete that involves pounding…

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Hentai Picture: Gwen is way better than Ben in any compete that involves pounding…
Everywhere you look around in Ben 10 planet you definitely will lay eyes on luscious buttocks brawn lower cheeks, sexy long legs, glabrous paunches, exceeding baps and soaking holes prepared to bone… Let’s follow the example of a nympho from Ben 10 who is getting pumped on the roadside after she’d been doing her shopping just the other moment… Ruttish Gwen relishes a sloppy blowjob and has the living daylights fucked out of her pussy by her boyfriend in front of the camera!

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Ben 10 Porn Story: Ben Tennyson’s new power

Ben 10 Porn Story: Ben Tennyson’s new power

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“I know we are,” Gwen groaned.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“So am I Ben,” Gwen whined.

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

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

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

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

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

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

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

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

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

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

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

“Horn Dog?” Gwen asked.

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

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

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

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

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

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

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

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

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

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

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

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

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Ben 10 Porn Story: GTAE – Chapter 7

Ben 10 Porn Story: GTAE – Chapter 7

Gwen Tennyson walked behind several tourists, a brochure held tightly in his hands. She wore her traditional white shorts, and tank top standing next to her grandfather as their group’s tour guide talked about all the fun an interesting facts about the old mine shafts that the early miners used back in the day while they were digging in the dirt looking for the treasures of the underground.

She had finally talked Granpa Max into taking her and dragging her cousin, to the mine. It’d taken weeks of hounding him and a good number of puppy dog stares, but it was already worth it. Well, maybe not already worth it, but she had confidence that it was going to get better, even if she was having trouble not interrupting the tour guide to explain things better.

Her cousin on the other hand wasn’t having anywhere near the amount of fun that she was, of course it wasn’t really his scene. Just some old guy taking about rocks, and not only that, but it was some old guy talking about rocks while making you walk down a poorly lit cave tunnel filled with rocks that seemed very intent on stubbing your toes. If he’d wanted to learn about rocks and history he would’ve paid attention in history class, and maybe cracked that book on geography his parents had gotten him.

What was the big deal with all these geoids anyway? Most of them weren’t even shiny. Oh, Ben smirked, now there was an idea.

Gwen busied herself reciting her encyclopedic knowledge of the caves they were in, her Max standing politely beside her as he pretended to listen. The young redhead had a large smile on her face as she went in depth about the miners and the work conditions and such, so much so that a few of the tourists actually started listening to her, which the guide didn’t appreciate much.

She kept nudging Granpa Max, just out of excitement. “A-and maybe, maybe we’ll get to see some rare crystal rocks hanging from the ceiling.” She got that starry eyed look that she got when envisioning things which, while would’ve been highly unlikely, extraordinarily pretty.

Ben smirked a little more at he listened to his cousin drone on and on, rather well distracting everyone while he snuck off. It was easy enough to ditch the tour anyway, they were in a mine after all, and he was the last one in line, with Gwen enthralling or enraging everyone present, all he had to do was duck down one of the side tunnels and just like that he was out of sight.

The mischievous Tennyson boy snickered a little and dialed his favorite toy from outer-space. “Hey, if they want crystals.” He smacked the down the plunger and after a bright flash of green. Diamond Head stood tall. “Then we’ll give them crystals.” He glanced about, still snickering.

His cousin on the other hand was still rather busy ranting to the whole lot of tourists. The poor old guide was trying to talk over her, but not succeeding very well, so Granpa Max was trying to quiet her down a little while she prattled on about the types of crystals they could find in a manmade cave in of this type in this area, completely and utterly oblivious to those around her.

Ben looked about as he wandered off in his own side tunnel. Diamond Head had surprisingly good pitch black vision; it probably came from being a mineral. He was looking for some way to get under of above the tour tunnel, if he could do that, than he could use Diamond Head’s powers to grow up small crystals into their path. Ben snickered a little more, just thinking about the look on Gwen’s face when she tripped over a Diamond Head diamond, until he stepped into a puddle. “Awh man… cave juice.”

The redheaded version of the Tennyson children was still rambling on, but then she half turned and said. “Isn’t that amazing Ben?” And when she wasn’t met with some sort of snide remark she turned the rest of the way and tried to look through the crowd. Sure her cousin was probably in the back, but it wasn’t like Ben to miss an opportunity to mock her. So Gwen rolled her eyes and smiled up at her grandfather.

Ben was several tunnels down from the tour tunnel, and had actually started wading through a flooded tunnel in an attempt to get his prank to work without proper forethought. Diamond Head apparently didn’t need to breathe, at least not much, again being a mineral probably didn’t hurt in that regard.

He pouted a little as the tunnel he was in dead ended in a bit of a lake. Apparently that was as downhill as he could get; all the water that seeped into the cave found its way here. Ben groaned a little as his prank was looking rather sunk. But he’d come this far and he wasn’t going to give up now. He sighed a little and ducked fully underwater.

His cousin, now finally silence by their grandfather, silently letting the tour guide, well guide them to a large cavern full of bulging rocks and even a small little trickle of water. The young redhead bolted out from the crowd, egger to examine everything within the cave.

Ben grinned the moment he surfaced, not but a few feet beyond where he’d ducked under. “Oh, Gwen is so gonna owe me for this.” He smirked a little more and ducked back out through the submarine passage. He jogged down the tunnels a little, and grabbed a miner’s cap along the way, just because it had a light on it, and it was cool.

Gwen leaned over a rock and looked up at the small little trickle of water that passed for a waterfall on this tour. She was grinning from ear to ear and almost laughing. “Look! Look Grandpa this is the underwater river system the brochure was talking about!” She smirked and attempted to get her less than enthusiastic Grandfather to stand where she had and look at the water trickling down the rocks

It was around then when her cousin came jogging around the tunnel corridor. He had been having a few issues finding the tour group again, particularly because he wasn’t really trying to find the tour group, he was trying to find them, and then find a way around them so he could get Gwen’s attention without the entire group noticing the large walking crystal man.

Which was turning out to be something rather difficult to do, as the young red head was currently engaged energetically ranting to the entire tour group about how all the underground river systems could’ve helped the miners around, and how old the water trickling down must’ve been and how clear and clean it looked, and so on and so forth.

Of course Gwen’s rambling happened to have remarkably good echoing properties, and by following the sound of her know-it-all jabbering he rather quickly found his way to her. Now the only issue was prying her attention away from the hoard of people willing to actually listen to her drone on and on about colorful rocks and water. Thankfully Ben’s naturally mischievous mind had just the solution. He knelt down and stuck his crystalline hands into the ground, sending forth a small run of diamond-head stone just under the ground to stick out right next to Gwen’s left foot. He sort of hoped she’d trip.

Though his cousin was more engrossed in rambling back and forth with the tour guide as he began agreeing with her in an attempt to persuade her to allow him to do his job. They started talking lightly with one another and people started dispersing into small groups to investigate the general area. At least until Gwen yipped slightly, bumping her left foot against something hard and rock like. She glanced down and noticed the sparkling crystal, she recognized it in an instant and excused herself from the tour guide to go find her alien-ized cousin.

Who was currently leaning around a corner attempting to both whisper and yell at the same time, without making his shinny crystal head too noticeable. “Pssss, Gwen!”

His cousin perked up the moment she saw him, but only so she could roll her eyes at him and nonchalantly walk over to the hissing crystal man. “What are you doing?”

He waited for her to get just close enough to be out of sight before he started to explain his grand scheme. “Well, I was going to go Diamond Head and spice up this little tour with some rocks that were actually interesting. My plan was to get underneath and ahead of the tour and then grow some crystals up through the roof into the floor… but the tunnel I took didn’t take me under the tour tunnel it took me way down into this flooded tunnel. So I thought what the hell might as well explore a little while I was down there right? And I found something that you’ve just got to see.

Gwen blinked up at her crystal cousin before looking around and peeking back around the corner at all the people in the tour. Grandpa seemed occupied enough, as did the rest of them now that the tour guide was back in control of his tour. Gwen turned back to Ben and smiled up at him grinning very excitedly, sure the tour was fun, but this was discovery! “Take me!” She whispered up to him, little sparkles dancing in her eyes.

Ben smirked down at her. “Follow me.” He said with his normal over-confident aren’t I awesome bravado, until he came to the first fork in the cave and he paused staring down either corridor like they should’ve had signs showing which way he’d come. He really should’ve marked his path. “Alright… just a second… I can figure this out.”

The young red headed girl followed behind her cousin, looking about as she was almost skipping around after the Diamond Alien. Though once he stopped she bent over and looked at the rocks beneath her feet. Sure her cousin was an idiot, but he did generally have a good sense of direction, you know when he didn’t actually think too hard about it.

Which of course he was, though it was more remembering than thinking, and for some reason Diamond Head seemed to have a pretty good recollection of rocks that all looked the same. “Alright I think it’s this way…” He pointed confidently and marched down one of the tunnels, for about ten feet before he turned around due to hitting a dead end. “Maybe it was that way…”

Of course now that the allure of discovery had been given some time to wear off, and Gwen had realized that she had entrusted her safety to her cousin’s sense of diction, the young red head was getting a little antsy. “Beeeenn…” She warned, a little concerned it was another one of her cousin’s infamous pranks.

“Just wait a second, this is totally gonna be worth it I swear.” Yet another tunnel was ventured into by the crystalline hero, and this time it was actually the one he was looking for. “Alright, it was this one.” He said happily standing in a puddle of cave water.

“I’m totally trusting you Ben, if this is some big dead underground spider that you killed, I’m gonna kick your rocky butt.” The young red head pouted at him, but even as she did so she was a little jittery from the excitement of it all. Normally Ben got to have all the fun, discovering new aliens, fighting evil, or other such things, she sort of felt she was due.

“Nawh this is more your kind of cool.” He smirked a little wading down into the cave water. “Though you kind of have to swim a little to get to it.”

And with that comment Gwen pause and paled, sighing just a little as she kicked at the edge of the puddle. “I… I can’t get my clothes wet…” She squatted down and dipped her fingers in the frigged water, staring at it a little disappointed.

“Oh come on Gwen, this is like way worth it I swear. There’s a big old cavern just on the other side.” Ben gestured for her to follow as he prepared to duck under. “You can just tell Grandpa you went swimming in that waterfall or something.”

His cousin glared back at him. “Ben, it’s freezing down here, even if I did I’d be cold for the rest of the day, and probably get sick.” She shook a finger at him in that scolding light of reality way she was so good at. Even if she did look a little disappointed despite herself.

Ben just sort of shrugged. “Well fine… if you don’t wanna see the totally awesome room filled with shinny rocks, your loss.” He put a hand on his miner’s hat and ducked into the water, the prospector’s light shining through the water.

The young red head stood there shifting from one foot to the other as she stared at the water. Then finally she just sort of rolled her eyes, sighed, and slipped into the icy water. She shivered for a moment before ducking her head completely under the water and swearing to beat Ben silly if he was pulling another prank on her.

When she reached the other side her teeth were chattering so loud they made an echo, and in the near pitch black of the cave she could hardly see far enough to clamor out of the pool. “I can’t see a thing here Ben.” She would’ve been more upset, but something about being covered from head to toe in freezing cave water cooled one’s temper.

Ben was smirking down at her as she stumbled soaking out of the water. “Just hang on a second.” He grinned a little more and set took his hat off, the light illuminating a small portion of the glittering chamber as he set it in the approximate center of the room. “Now you get to see why I brought you here.” He smirked and knelt down beside the hat, plunging his hands into the earth and summoning a large crystal pyramid over his hat. The light from the prospector’s cap bounced around the inside of the translucent stones until it illuminated the entire room, and ever sparkling colored stone poking out from its walls.

Gwen just stood there, perfectly still, she wasn’t even shaking that much anymore. She just stared out wide eyed at the gorgeous stones and gems that sparkled around her. He breath caught in her throat and her hands clutched against her chest as she stood in awe struck silence.

Her cousin just stood next to her, hands on his hips and that smug look on his face. “You totally owe me for this. You know that right?”

She just sort of nodded, her jaw hanging open as she deafly walked out into the room. Her breathing almost silent, he white shorts transparent and sticking to her legs, but she didn’t care, she wasn’t paying attention to how cold it was, or how there was no way she could go out in public as she was. She was just dump stuck by the sear shimmering beauty of the cavern, and, perhaps more so, by the fact that Ben had actually done something sweet and romantic, just for her. Or at least that was how she saw it.

Ben on the other hand, like with most things, hadn’t really thought it out that far. He did however get another idea, and knelt down against the ground once more, pressing his hand into the ground just enough to grow a small jagged crystal up from beneath the miner’s hat. It slowly rotated around it’s crystal axis and as it move the room got progressively darker, then lighter again, all the while the walls ceiling and even some places on the floor twinkled and glittered with the changing light.

Gwen was tearing up a little bit, as she finally tore her eyes off the glittering room and smiled lovingly back at her cousin. “Oh Ben… this is, beautiful.” Had there been a minister in that cave with them at that moment, she would’ve gladly married the dorky Benjamin Tennyson, for better or for worse.

He just smiled at her, hands back on his hips as he chuckled. “Hehe, yeah I thought you’d like it. You’re just lucky Diamond Head has great pitch black underground vision or I never would’ve found it.” He smirked a little himself, tilting his head to one side as he stared up the glittering room. The light played of his crystalline figure, refracting a in places and illuminating others, and for a moment, he almost looked like he was part of the room, glittering and sparkling in time with all the other gemstones.

Gwen blushed a little and walked over, smiling up at him as she put a hand on his side. “Yeah, I’m really lucky to have you…”

Ben blinked down at her, and had Diamond Head possessed the ability to blush, he would’ve. He hadn’t really thought she would’ve liked it quite that much. Ben scratched the back of his head an awkward smile on his face. “Uh… yeah, well. We should probably get you some dry clothes… y’know before you catch cold.”

She nodded a little and sort of self consciously rubbed at her arms, looking around. She started walking away from him, just looking at the gems along the walls and ceiling, seemingly mesmerized by the stones surrounding her.

Her cousin of course had no idea what she was doing, and sat down more than a little confused. He’d known Gwen liked rocks, but who knew girls went all glittery eyed over some sparkly things sticking out of the ground.

Gwen continued looking around ,reaching out and touching a large stone she ran her fingers over the smooth crystal face and knelt down to get a better look when the light caught it. Her back arched a little, and her damp, transparent, shorts strained against the flat span of her rear. Ben just sort of raised a crystalline eyebrow at his cousin, and her apparent fetish for geoids.

“Alright.” Gwen smiled once more at the glittering stones before standing up. “Alright, I need clothes now before I freeze.” She shivered a little as she walked back over to her cousin.

Who still couldn’t get over quite how much she had loved the sparkly rocks, but he shook it off allotting it to one of those things guys could never understand about girls. “Right, well, I hope you’ve got an idea on how to find you some, ‘cause I don’t.”
She sighed and sort of hung her head. “There isn’t any right now… I think I just need to head back to the R.V.” Gwen looked almost disappointed, almost. “My cave tour is over, but it was worth being cut short.” She smirked back at her crystalline cousin. “Thanks again Ben.”

And with those last words she actually managed to make Ben feel a little bad about getting her wet. “Hey, uh, wait a second.” He smirked a bit, kneeling down against and smashing his fingers into the cold dark earth, raising out a tall thin crystal screen just about as tall as the damp red head, but only a couple inches thick. “If you don’t mind hanging here for a while, you can dry your clothes off on this.” He leaned against his screen, and smirked over at her.

“Well, I could.” Gwen blinked a little. “But then I’d be walking around a cold dark cave completely naked. And who knows what’s in here.” She stared at him purposefully, really just teasing him.

He smirked back at her, and, just because he was feeling particularly nice, pushed the crystal screen over so it fell flat on the ground and made a mat, before making another right where the first had stood.

She raised an eyebrow at her cousin, but just shrugged and started undressing. “Well, it’s better than sitting around in wet clothes.” She pulled her wet tank top off over her head, wringing it out.

Ben smirked a little, putting an arm up over the crystal screen and leaning on it a little as he just watched her, purely because she was more interesting than dirt, not because she was undressing. Well ok maybe a little because she was undressing. “Ya know, you’re really lucky to have me around. If it weren’t for me you’d still be arguing with that tour guide guy over which rocks were prettier. Instead, you’ve got you own little crystal paradise.”

“Yes yes, I worship the ground you walk on.” Gwen rolled her eyes, wriggling out of her shorts, her panties being pulled down with them as both were soaked through and stuck together. She wrung them both out too, now standing there in nothing but a dark pink, lacy little training bra, also completely soaked through.

“As you should, after all, I’m pretty darn awesome.” Ben smirked a little, striking one of his best ‘Hero’ poses. “After all, how many other kids my age have saved the world?”

His cousin faked a gag and started imitating him. “Who’s your hero?!” She raised the roof and strutted about like he would, her bra wasn’t that substantial a thing and was drying on its own fairly quickly so no reason to hang it up with the rest of her things.

Ben pouted at her as he walked over to her pile of clothing, picking them up and draping over the screen he’d made for just that. “Ya know they won’t dry if you just leave ‘em in wads.” He felt a little like his parents complaining about the towels he left around back home.

Gwen smiled back at him. “Wasn’t planning on leaving them that way, oh great and mighty hero.” She winked once before walking over to a large plat stone and sitting down on it.

Her cousin smirked at her a little. “Well since I’ve been being so nice why do we make a run of it?” He smirked a little more and mock bowed to her. “Is there anything else I can do for you, your lovely nakedness?” He totally wouldn’t have even thought of doing anything like that, had she not been ninety-nine percent naked.

She tilted her head at him and then smirked a little. “You could come here.”

Ben rose from his bow and walked over to her, attempting to sort of saunter like a butler would. “But of course your nekkidness.” He might’ve looked the part, if it weren’t for the ridiculously smirk he was wearing.

Gwen giggled a little, wriggling her butt against the cold stone under her before standing up and stretching, arching her back before straightening and smiling up at her cousin. Ben just stood there smirking down at her. “What might I do for you?”

She tapped her lips with her fingers, smiling up at her crystalline cousin playfully. She wasn’t really trying to get him turned on or anything, she was just really happy he was being so sweet for a change.

Ben smirked down at her a little. He wasn’t particularly turned on, maybe it was being Diamond Head, or maybe it was because he was getting more and more used to her naked body these days, but for now, he was just having fun getting along with his cousin. For some reason, he found it easier to be nice ot her when she was nude.

The half naked red head patted him on the chest, rubbing her hand there affectionately for a moment before skipping around him and walking back over to the watery side of the cavern. Ben slowly turned to watch her skip about. He was still smirking, it was easy to smirk at her when she was naked too, but that he blamed on the way her rear moved when she walked.

Gwen sat down beside the water, leaning forward a little and dipping her hands in it. It was still icy cold, but she was covered in dust and dirt and wanted to be at least a bit clean. She reached around behind her and unclasped her training bra, the wire at the bottom was digging into her, and to be honest she felt a little silly running around in nothing but a training bra.

Her cousin just stood where he was, watching as she removed the last piece of her clothing. “Well, y’know Gwen, we are alone down here…” She just smirked and chuckled a little to herself, not saying anything, just letting Ben finish his thought out loud. “We could, y’know…”

Gwen looked back over at him, raising an eyebrow as she smirked. “Yeah? What could we do?” She tossed her bra over her shoulder.

Ben fought back a blush, despite the fact that Diamond Head was a mineral and therefore couldn’t blush. “Get, physical?…” He shrugged a little.

His cousin tilted her head and looked at him sternly. “Ben… you’d cut me in half.”

He just sort of shrugged again. “Four arms could rip you in half, but he didn’t.”

Gwen sighed and stood up. “I mean, what do you look like down there? Aren’t you all sharp and pointy?” Ben shrugged; it wasn’t like he checked out his genitals every time he changed.

Gwen also shrugged. “Oh well, guess not.” She went back to the water, dipping her feet in it as she smirked a little, back to teasing her cousin.

Ben pulled his pants down and looked at himself. At first, he looked neuter, a perfectly flat, and rather smooth expanse covered the area between his legs, but then as he glared at himself, about a food long semi-smooth test tube sprouted from his crotch. It seemed like getting an erection for Diamond Head was a conscious reaction, or maybe Ben was just forcing the alien to have something between his legs subconsciously. “Nawh, looks like I’m smooth.” Either way, it worked from him. His tip had a slight dent, and if you looked really hard, and at the right angle, you could see a thin vein running up the length.

His red headed cousin looked over at him. “Oh? Cool c’m’ere lemme see it.” She was interested, and tilted her head at him, gesturing for him with her fingers. He kicked his pants off and walked over to her with them down, a light swagger in his step as his diamond shaft bobbed back and forth between his legs.

Gwen got on her knees and faced him, a hand under his chin as she eyed him with intrigue. “Huh, that’s got to be one of the weirdest things I’ve ever seen.”

“Well what would you expect a mineral man’s manhood to look like?” Ben pouted a little, crossing his arms over his chest as his cousin inspected his alien penis.

She smiled up at him. “I didn’t mean it in a bad way. Now get down here so I can see it better.” She smirked a little and Ben sat down, cross-legged in front of her. He didn’t much mind her inspecting his alien genitals anymore, after the Four Arms event he wanted to make sure she was totally ok with his alien manhood, though it did feel just a little kinky.

Gwen moved into his lap, more or less just scooting close enough to where she could get her hands around him. She wrapped both hands around the shaft and tilted it, looking it over, and through it, carefully and curiously.

Ben actually just sat there, he could hardly feel her soft small little hands gripping his crystal shaft. He was hard as a rock, literally, and his cousin probably couldn’t hurt him even if she kicked his crotch with a steel toed boot… ok maybe a steel toed boot, but probably not a normal one.

His cousin just sort of inspected him. She blew on it, he didn’t moved, she shrugged and gripped him with both hands as hard as she could. He was smooth, and cool to the touch, but it felt nice in her hands, and she kept playing around with it. She even closed one eye and tried to look down the tube thing she saw. It was more like she was looking at some rock she’d found on the ground, than her cousin’s penis.

Ben on the other hand was just sitting there, after a little bit he got kind of annoyed that she was just playing around with him, particularly because he couldn’t really feel much of what she was doing. The down side of being invulnerable, tender snuggly moments sort of lost their appeal.

Gwen didn’t say anything either, she just walked back over to the water. She wasn’t saying anything not because she was disappointed, but because she was thinking. She slipped into the water up to her hips and then sunk down into the cold, trying to shock herself into having a thought.

Her cousin on the other hand just sort of figured she was going for a swim, not a genius idea since she was naked in a cave and the water had to be just above freezing, but it was her decision. “So uh… you want me to put my pants back on now?”

She just waved back at him. “There’s no point in me even trying so yeah.” She dove under the water, now she was just feeling lame and a little upset. It wasn’t Ben’s fault for once, she just felt a bit inadequate. He’d done something really nice for her, and she couldn’t do anything nice back because he was being made of stone at the moment.

Ben just shrugged and went back over to his pants.

Gwen emerged from the water a second later. She was shivering but also starting to think. “We gotta get you a girlfriend.” She sighed, half whispering her comment just because she was getting a little depressed now. Thinking how lame she was and how she wasn’t that good a girl. It was tough to deal with invulnerability in a potential sexual partner.

Her cousin hadn’t heard her, he was busy trying to get his pants back up over his erect crystal penis. It wasn’t working very well. He glared at the crystal shaft and attempted to force it down one of his pant legs.

She was just bubbling in the water a little, stewing in her own self pity as she saw it. She dove down again, but did go too deep, being careful to avoid any sharp rocks that might’ve been hidden beneath the murk.

Ben grunted as he started attempting to jack himself off, there was a slight cracking noise and soon after his crystalline manhood wasn’t attached to his crotch anymore. He paused, deep in his human subconscious knowing that that should’ve hurt like all hell, but it didn’t. He looked at himself, and his recently removed manhood, and blinked. “Well… That can’t be good.” He really felt like it should’ve hurt…

His cousin splashed to the surface, gasping lightly for air as she lightly paddle about in the cool cave pool, mostly just to avoid being near her cousin. He watched her half heartedly, deciding that, like his hands, his shaft would probably grow back, and anyway it didn’t hurt so he just pulled his pants up and watched Gwen swim back toward him.

She hung there waist deep in the water, just thinking. She was a little annoyed with herself. Why should she feel depressed, sure she liked Ben, but they both knew that this wasn’t going to last forever, and then that just made her think she was making it too easy. Was she just that, well slutty, that she’d do her own cousin? What was wrong with her? And then that just made her feel worse.

Ben whistled nonchalantly and slipped the crystalline shaft into his cousin’s pant pocket, before strutting over toward the water like business as usual. “Well, we should probably get going.”

She looked over to him, tears dotting the edges of her eyes. She bit her lip and started chocking down true bawling.

Ben had the reaction which most children did when they saw one of their friends trying their best not to cry. “Gwen?! What’s wrong!”

She clenched her fists and started puffing up. Her shoulder rose and she finally burst into gasping tears. “Goddamnit!” She stomped her foot as her howl echoed.

“What?! What’d I do!” Ben’s eyes opened wide and he fell back from his small red headed cousin. He was sure it was his fault; he just wasn’t exactly sure what it was he’d done.

Gwen stood up and started pacing around the cave, rubbing at her eyes to try and stop the tears. “We can’t do this anymore Ben!!” She slipped on the damp earth and fell into the pool, coming up stuttering and coughing and more than a little ruffled.

Her cousin was to picking her up out of the water in an instant. “What? What are you talking about Gwen?”

She was covering her face, coughing slightly. “W-we can’t, I can’t… I mean, y-you need a… a p-proper girlfriend!” She was rubbing at her eyes fiercely, really trying not to look like she was crying half as much as she was. “A-and, and… and yo-youknow… just someone who’s… who’s not me!” She curled up a bit. She was being psycho, she knew it, and it was bugging the heck out of her because she wasn’t normally like that. Personally, she blamed Ben.

He just sort of smirked down at her. “Hey Gwen listen. If you don’t wanna do this anymore than fine by me, even if you promised to do all ten, I don’t think I really care anymore.” He put a large diamond hand atop her small little red head. “But you don’t sound like you’re saying we need to stop because you want to.” He stroked her hair a little. “You sound like you’re saying we need to stop because you hit your head or something.”

She looked up at him and grit her teeth, still sniffing a little, but calming down. “Ben… I’m saying we need to stop because I’m not… because I’m not good enough, and it’s not right!” She wriggled a bit. “Now put me down, I have to get my clothes.”

He kept her right where she was. “What the heck are you talking about ‘not good enough?’ Gwen, you know more than anyone how much of a jerk I can be!” He was starting to regret being nice to her. “You’re starting to make me regret being nice to you.” If being nice to her made her act weird, he was better off being a jerk.

She just rubbed at her eyes a little more and bit her lip. “That’s just it Ben… you were so nice… and it meant a lot to me, and I feel like… I can’t repay you… I mean I want to, I really do…” She rubbed her temple and stopped wriggling, just sort of sitting naked on his arm. “But, I’m getting so confused… and…” She mumbled and huffed.

Ben got a devious idea. “Well, if you wanna repay me.” He smirked a wide, dorky smile.

Gwen pouted up at him and crossed her arms. “Benjamin!” She stuck her bottom lip out and wiggled her toes.

“What? I didn’t say anything… yet.” He kept smiling.

She snorted and crossed her arms tighter. “How can I repay you Ben?” She said this seriously, even though she’d stopped fussing over her emotions and was a little bit more relaxed. In truth she was a little afraid Ben was getting tired of her.

He smirked down at her even wider. “Well, first you can let me have sex with you as Diamond Head, and then you can hold up your promise to do all ten of my aliens, and Then you can let me do you as some of my new aliens. And…” He was deliberately giving her a long list, because it seemed like she needed to know he had plenty of reasons to still like her. “Then you can give me a blow job.”

Gwen blinked up at her cousin for a good minute, just staring at him; slowly she smiled, and smacked him. “You’re a total ass hat!” She laughed weakly and started squirming again. “And how the hell am I supposed to let you have sex with me as DH?! You can’t even feel me!”

“I can do this.” Ben smirked as he pulled his pants down, shifting his cousin to lay in one arm as he pulled them down. His penis regenerated itself quite nicely and was back to full stem as it were. Ben then held her in the air by her rear, having her sit on his shaft. He smirked at her as he moved her back from a little and pushed his tip into her folds.

Gwen yelped and squirmed more as she was tossed about. “Whoa whoa whoa!” It’d happened so fast she almost missed it. She blushed and glared up at her cousin. He smiled down at her and rocked his hips against her, slipping his crystalline self deeper inside her. She yipped and tensed as her lithe body tightened itself around the intrusion. It was an odd feeling because he was so hard, and she winced a little from the lack of ridges on him. It felt weird, not bad, but definitely weird.

Ben smirked a little more and started pumping her, rocking her back and forth in his arms as he pushed himself in and out of her. He smirked more, this time to himself. He couldn’t even feel her squeeze him, but he could feel her warmth and the liquids slipping out around him.

She wriggled a bit and gasped at the feeling of him pumping her. It was honestly a lot like a dildo, except it moved, talked and was her cousin. She flushed a little more and batted at him. “Still think you don’t deserve me Gwen?” Ben chuckled a little and knelt down, leaning back so he could pump up into her better.

She closed her eyes and grimaced a little. “N-no, th-that wasn’t what I meant… to say, i-it’s just, maybe… y-you co-could… ah… Shush!!” She batted at him again, starting to rock her hips with him.

Her cousin snickered a little, continuing to pump in and out of her. “Well, personally I think you don’t deserve me. But you are pretty cute.” He snickered again, mostly just because he knew that she would have trouble countering anything he said. “And you’re definitely cuter than that Kai.”

Gwen rolled her eyes and rocked her hips. “Ben… y-you’re way to full of yourself!” She huffed a bit and started trying to wriggled just right, in order to push him into her soft sports.

Her cousin smirked down at her and kept lightly rocking his hips up into her. “Actually I’d say you’re the one who’s full of me Gwen.” He snickered a little, it was fun to talk to Gwen while she was ‘indisposed’

She blushed a little more and wriggled. “Uh, Ben, you’re so gross…” She was smiling at him despite herself, and continued to slowly rock her hips against his.

Ben chuckled a little. “Hey you’re the one who’s been having almost none stop sex with aliens all summer.” He smirked and rolled his hips into her, his hands on her hips to hold her in the air a little.

Gwen closed her eyes and gasped softly. “Well you’re the one who’s been having none stop sex with your cousin all summer!” She didn’t care if she’d also been doing that, he was being icky, which she found adorable.

Her cousin paused. “Huh…” He blinked a little, she had a point. “Well, yeah… but I’ve been an alien while doing it, what’s your excuse?” He smirked and started pumping her a little faster and rougher than before.

She smiled to herself. “I like you.” That was her only reason and her only excuse.

“Heh.” Ben smirked an pumped her a little rougher, rocking her back and forth on him as she held her suspended in his lap. “I like you too Gwen.” She laughed softly and started rolling her hips, grinding down into him, letting her body squeeze him for what good it did. Her cousin smiled down as her body squished and slurped around his crystalline shaft. He sat back on the ground, pumping his cousin lightly.

Gwen kept grinding into him, her body started that vice grip, slowly squeezing down around him as her body started to heat from the fiction coil building in her gut. He kept pumping himself up into her rhythmically. He couldn’t really feel her squeezing on him, but he did notice it getting warmer inside her.

The young red head chirped as she started getting ridged, pulling her hips up and slamming them down on him. She tilted her head back and looked up toward the ceiling, her pink tongue hanging from her mouth slightly. Her cousin smirked a little more as he kept pumping her, he smiled at how much she seemed to like it, and it was always nice to know you were appreciated.

She jerked as her depths squeezed tight, she’d tried to push him in further than her body would allow. She yelped loudly and her eyes shot open and started shaking, grinding into him, her little mess up perking her orgasm early.

Ben smirked a little, he wrapped a hand around her chest and held her back against his crystal chest. He kept pumping in and out of her softly, he didn’t want to hurt her, and that meant he had to be careful, what with the fact he had a diamond shaft shoved up in her sensitive parts.

She kept squeaking and started writhing a bit, pressing back into him as she panted hard, shivering as a clearly liquid began trickling down his crystallized shaft. He just smiled at her, leaning her over his shoulder softly and continuing to pump in and out of her with a steady rhythm.

Gwen shuddered, chirping softly. “B-Ben… Ben, n-no more… ah, too much.” She was heavily blushed and having a little trouble keeping her eyes open.

“Awh… if you insist.” He purred into her ears, stopping his pumping but leaving himself sheathed within her.

She gasped; groaned and shivered, panting hard as she let her throbbing body squeeze and rub against her rock hard cousin. Ben held still under her, letting her catch her breath. He rocked his hips occasionally, but only because he could feel her warm core at the tip of his manhood, and it felt good. Gwen just leaned against him, her breathing softening as her body stayed hot and throbbing. It had been a hard ride. Ben smirked a little and laid her against him. He liked having his cousin so close, though he’d never admit it upon pain of death.

Gwen just closed her eyes slowly, smiling as she started getting drowsy. She liked how it felt when he just sat inside her. Her body kept throbbing and hot as she got sleepier and hotter. Ben stroked her back a little as he lightly rocked himself against her, just letting her lay against him. She shifted a bit but just kept smiling, making small chirping noises each time her cousin would rock against her.

Ben slowly sped his rocking, holding her in place with a wide flat hand on her back. She started panting as soon as he started moving again, but she made no verbal protests, sufficing to squirm a little. Her cousin just smiled warmly at her, and kept gently rocking himself in and out. He raised his hips up under her, bouncing her a little with each of his thrusts. She squeaked a bit and batted at him. “H-hey… B-Ben stop it…”

Ben smirked at her a little, still going. “Awh come on Gwen, why should you be the only one to have a little fun?”

She mewed back at him. “Bu-but how can you possibly have fun, w-when you can’t feel?” She wrapped on his crystallized leg with her knuckles.

He just smirked. “I can’t feel contact, but I can feel how warm you are inside, Gwen.”

“O-oh?” She blushed

He smirked a little more. “Yeah, you wouldn’t believe how hot you are on the inside.”

Gwen grimaced and covered her face. “O-ok, you’re probably ri-right.”

He rocked himself into her a little deeper than before and bounced her in his lap. She gasped as she suddenly bounced. She seemed to perk up at the oddity of the movement, raising an eyebrow at him. He smirked a little still pumping her, he kept bouncing her up and down in his lap, just a little to bounce her up and down on his shaft.

Gwen winced, but still looked back at him. He was smirking at her, but had stopped bouncing her. Just letting her sit in his lap, his large heavy hands resting against her thighs. She batted at him, lifting herself up off him. The young little red head gasped as he popped out of her, slick dripping core. She panted a little feeling rather empty without something hard inside her.

Ben moved a hand to her rear and pushed himself up into her again. He’d kinda gotten used to being sheathed inside something warm wet and squeezing. She grunted a little, and glared at him from behind blushed cheeks, but didn’t object, closing one eye and shifting her hips in an attempt to adjust.

Her cousin smiled down at her, starting to pump lightly in and out of her again. He kept one hand on her rear, and the other on her back. He was thrusting almost entirely with his hips, but was still being careful not to hurt her while he was thrusting a hard crystal shaft in and out of her.

She closed both her eyes and began riding him again, her hands pressing down against his hard stomach as she bit her lip in an attempt to stifle any chirps or moans which might attempt to escape her. Her cousin smirked as she rode him, he kept pumping himself in and out of her warm tight corridor softly. She panted, blushing as she arched her back and pushed her hips down against his.

Gwen squeaked a little, tossing her head back and grinding down into her crystalline cousin. Ben was getting a little rougher, speeding up as she rocked down against him, bouncing and chirping into the cold cave air. Her cousin continued his rough pumping, getting a little harder as he went, pressing himself into her.

She yelped a little, tilting her head back and grinding her hips down into his rough pace. Her hot yipping spurred her cousin to speed his pace, rocking into her with more speed. Gwen started bouncing in his lap, panting and chirping up into the cold cave air.

Her cousin grinned down as she bounced with his thrusts, squeaking and grinding into as he body got hotter and slicker, friction starting to build up in her sore core. Ben’s breath got shorter as he continued to pump into her. He could feel her fluids squishing out around him, and the heat of her core, just beyond where his tip could reach. It was tantalizing, and maddening at the same time.

Gwen started rolling her hips down against him; leaning on over Ben’s crystal chest as the longer she went, the less strength she had to continue. Ben left his hands on her rear and back, supporting her to some degree as he pumped in and out of the hot little red head. His tip leaked something like silicon gel while she panted. Her light pink tongue lagged out slightly, she moved with him, but would press down each time he’d push up, letting her tight, hot, folds squeeze around him with each thrust.

Ben smiled at her letting his mouth fall open as he panted just a bit, pumping her faster as he got closer to his own release. She kept riding him, breathing deep as she tried not to seem as far gone as she was. She didn’t want her cousin’s ego getting any bigger. Critical mass had to be out there somewhere, just waiting.

Her cousin kept smiling, panting a little more as he continued to drill her. “Dang Gwen… you can really heat up.”

Gwen blushed a bit, closing her eyes and moving on hand up to cover her mouth, attempting to stifle her noises. Her embarrassment only served to spur her cousin on further, pumping up in to her harder and forcing her to yip, arching her back. Gwen tilted her head back as her hand was once again pressing down against her cousin’s rock hard abs. “Ahh Ben!”

The crystal man below her closed his eyes and grunted as he unloaded himself inside her. Be held her on him, pumping out thick gooey mineral seed into her belly. It was a kind of thick silvery paste with flecks of crystal sparkles in it. It certainly didn’t seem like something that could get someone pregnant, it seemed more like something that girls would paint on their faces to make them sparkle.

Gwen yelped as she felt him push out the thick goo, shivering and hunching over him, her hands holding her stomach as he filled it. Soon enough Ben was panting beneath her, still sticking up inside her as he caught is breath. “See, told ya we could have fun with Diamondhead.”

She just held her stomach and pouted down at him. “Oh, alright alright, you win.”

Ben smirked at her, and slowly slid his cousin up off him, being careful as his crystal shaft was a bit… brittle now. She winced as the paste textured goo slid out from inside her. “O-oh lame Ben.” She wriggled and got off him, heading toward the cold pool of cave water.

He smirked at her lightly, chuckling. “Hey, I’m a mineral man, what do you want from me.” He chuckled again, and snapped his diamond shaft off. It leaked a little, as did the break where he removed it, but both stop soon enough.

Gwen grimaced as she slipped into the water. She shivered a little and started trying to clean the alien gunk off her. Ben tossed his penis back over his shoulder. “Oh yeah, speaking of water it just dawned on me that getting your clothes out of here dry might be a lost cause.”

She just sort of shrugged. “At least if we head back I’ll be able to get out of this cold cave faster. Outside it’s nice and hot and dry so it won’t be too bad.”

“Well yeah.” Her cousin shrugged a little. “But you won’t have anything to wear.”

The young red head just shrugged back. “I’ll figure that out later. So I get my clothes wet, sure people will be able to look through my shorts, but I’m not too worried.” She finally stopped scrubbing herself and started over toward her, now rather dry, clothes.

Ben pouted a little. He didn’t really like the idea of other people ogling his cousin. Call it being over protective, call it her being his woman, or call it Diamond Head’s need to protect things softer and squishier than him, but he didn’t like it. He paused a little and thought, before smacking his forehead with his hand, and making a nice clacking sound. “Duh…” He smirked a little and waded out into the water, punching the rock above the underwater tunnel.

His cousin blinked as she watched him, slipping into her clothes and blinking against as something long and hard pressed against her. She rustled through her pockets to see what is was, while her cousin smashed down the cliff over the tunnel, raising the roof enough so he could pass through without having to duck.

He waded over to the shore and smirked down at the little red head that was his cousin. “Well come on, hop up onto my shoulders, and you don’t have to get soaked again.”

She just stood there, a hand on her hip glaring up at him silently.

Ben raised an eyebrow at her, despite his currently lack of eyebrows. “What?”

Gwen rolled her eyes and pulled the crystal cock out of her pocket. “Ben… honestly?”

He smirked a little. “What? It’s just a little present to keep you company after the summer’s over.”

She rolled her eyes. “Ben, I live across the street from you…”

He blinked, and scratched at the back of his head. “Oh… yeah… well, ya never know.”

Gwen smiled and shook her head, stashing it back into her pocket. “Alright come on then.” She walked over to her cousin and started climbing up, it was actually pretty easy since he was so linear. Ben smirked and put a hand on her thighs as he waded through the ice cold water. He stepped up his stride as soon as the Omnitrix started flashing. Ultimately he had to toss his cousin onto the shore as the watch flashed, and the perfectly human version of her cousin landed face first in ankle deep, ice cold, cave water.

Gwen grunted a little when she landed and turned around to yell, but only managed to laugh as she start at her half drenched cousin trudging his way out of the water.

“I bet you think I deserve this?”

“Not in the slightest.” She smirked a little shaking her head before walking over to hug him, rubbing his shoulder to try and warm him up.

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Gwen want pound in different fucky-fucky poses

Gwen Pussy

Hentai Picture: Gwen want pound in different fucky-fucky poses
Take a glance at how plumpy Ben 10 femmes got lilied in viper’s buglosses, weeping, love spuds and are brought into picture in all manner of trollopy busts! Hot Gwen pushes her legs apart in front of the camera’s eye then pumps her tits and fresh pussy slit with a blue dildo! Enjoy seeing the sexiest characters from famous from Ben 10 being undressed in the way you have never seen them this way!

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Gwen likes to be on top – she always cums this way!

Ben 10 Hentai Videos

Hentai Picture: Gwen likes to be on top – she always cums this way!
Get the best in content here at this Ben 10 site catering to fans of the show and the uninitiated as well… Lusty Gwen sucking off a cock like she was taught to do it and assriding the hard way! Drilling in the Ben 10 is really enjoyable and the greatest.

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Wonderful Gwen truly like coochie gobbling and rock stiff fuckin’ in her both wet holes

Ben 10 Hental Sex

Hentai Picture: Wonderful Gwen truly like coochie gobbling and rock stiff fuckin’ in her both wet holes
Ben 10 babes are the best cock connoisseurs around at screaming their heads off on some thick cock, giving their partners and themselves loads of wet soaking jollies… Ben Tennyson is brimming with anxiety to get fucked in her pussy and ass snatch and when it finally happens she experiences a powerful orgasm… Naughty babe from Ben 10 is ready for the hardest fucking task of all her previous experience.

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A very mind-deep throating picture of 2 wild redheads (known as Gwen) getting busted with jizz from 6 tentacles!


Hentai Picture: A very mind-deep throating picture of 2 wild redheads (known as Gwen) getting busted with jizz from 6 tentacles!
Having sex in the Ben 10 is the most pleasurable and the sexiest! Gwen gets screwed from behind and rolls in cum sprayed all over her face and tits… Lusty Ben 10 cum receptacle craves for a huge ebony boner squeezed into her firm anus, and then suck it off till it dumps cream giving her a messy facial cumshot to savor on!

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