Ben 10 Porn Story: ben tennyson’s new power ch. 3

“More chili Ben?” Grandpa Max asked as he dished out a third helping for Gwen before adding more to his own bowl.

“No thanks Grandpa,” Ben said as he grimaced at the spoonful of chili. “I think one bowl is all I can take.”

“All the more for us then,” Grandpa said as he grabbed a slice of bread from the dish in the center of the picnic table. “At least Gwen likes my cooking.”

“Yeah, it’s great Grandpa,” Gwen said as she grabbed some bread for herself and took dunked it in her bowl before stuffing it in her mouth. Grandpa Max noticed the way his ten year old granddaughter kept looking at him and gave her an indulgent smile as he put his spoon down. “It looks like you have something on your mind Gwen,” Max said as he ran his hand through his short grey hair and then adjusted his Hawaiian shirt over his large belly.

“Yeah I do Grandpa,” Gwen said with a thoughtful frown as she glanced at Ben and reached up to adjust her burette. “I, that is we, Ben and I have something to tell you.”

“Really,” Grandpa said as he gave both of his grandchildren an encouraging smile. “Is this about the two of you fucking each other like crazy for the past month? Or is it about your pregnancy?” Max chuckled at the way Ben and Gwen stared at him open mouthed. “What, did the two of you think your old Grandpa was blind to the signals you were giving each other for the past month? Or the way you were always running off at the same time every night and then coming back with your clothes all awry. And then of course there was the sauerkraut and strawberry ice-cream you had this afternoon. The last time I saw a combination like that was when your grandmother was expecting your father Gwen.”

“You really figured things out that easily Grandpa?” Ben asked as he reached under the table to grab Gwen’s hand.

“It wasn’t that hard,” Grandpa Max said with a chuckle as he looked from Ben to Gwen and back again. “The way the two of you were acting when I got back from the store that afternoon I knew you were up to something. After you left that afternoon I made a quick search of the rustbucket to see if I could find anything incriminating, what I found was one of Gwen’s barrettes stuck between the cushions of the bench. Then I checked video surveillance from the time I was gone and found out what the two of you were up to while I was gone.”

“I didn’t know you had that kind of surveillance set up in the rustbucket,” Gwen said as she nervously played with the blue barrette in her red hair.

“With the kind of technology I have sitting around in the rustbucket you shouldn’t be that surprised,” Grandpa said with a smile. “That video is so hot I’ve been watching it every day for the past month and wondering when you were going to let your old Grandpa Max join the fun, you are going to let me join, aren’t you?”

“I guess we could,” Ben said, looking at Gwen for her agreement.

“Good,” Grandpa Max said with a sigh of relief as he sat back from the table and patted his belly. “I was hoping you’d let me join in, and I do have some ideas I think the two of you will enjoy.”

“That sounds great Grandpa,” Gwen said with an uncertain smile, “but right now I was wondering if you have any ideas on what we’re going to tell my parents about my pregnancy.”

“I’m guessing you’re planing to keep the baby since you didn’t ask me outright about getting an abortion,” Grandpa Max said thoughtfully and saw both Ben and Gwen nod in answer. “In that case I think the best story will involve you being raped and impregnated by your attacker, I’m sure if we work on the story between now and the end of the summer we’ll make it convincing by the time we tell your parents what happened.”

“Are you sure?” Gwen asked with a frown, “the story already sounds pretty lame to me and my parents aren’t exactly stupid. I don’t see how they’re going to fall for a story like that, especially since they know I already have a blue belt in karate.”

“Anyone can be caught by surprise, “ Grandpa Max pointed out, “and it could actually make the story more believable since your parents will think that you’d be too embarrassed about what happened to tell Ben and me about it until it was too late to report it.”

“Maybe,” Gwen said uncertainly, “but we better make sure the story is believable by the time you drop me off at the end of the summer.”

“Oh, we’ll make the story very believable by then,” Grandpa said with a chuckle that made his belly bounce around under his colorful shirt.

“Ben,” Grandpa said as he got up from his chair and gestured for his grandson to join him, “come with me, I want to talk to you alone for a minute.”

“Sure thing, Grandpa,” Ben said as he got up from the table and followed the older man away from the rustbucket.

“What about me, Grandpa?” Gwen asked as she started to get up from the table to follow them.

“You stay right there,” Grandpa said pointing at Gwen and then her chair. “You’ll find out what we’re talking about soon enough, but for now I need to talk to Ben privately.”

Gwen watched as Ben and Grandpa walked off together until they were out of earshot and then started talking animatedly for a few minutes. The way they glanced back at her several times during their conversation told her that she had something to do with what they were talking about but she trusted Grandpa – Ben too, but not as much as she trusted Grandpa. Without thinking about it Gwen reached for a roll and started shredding it in her hands before she shoved the shreds into her still hungry mouth. Ben and Grandpa seemed to finish their conversation and Gwen watched as Grandpa took a step back from Ben and watched as he activated the omnitrix and changed into XLR8. She saw Grandpa pull out his wallet and hand Ben some money before her cousin ran off so fast he left an afterimage of his alien form behind.

“Where is Ben going, Grandpa?” Gwen asked as Max returned to the table and sat down beside her.

“Well, Gwen,” Grandpa said slowly as he watched her shred and eat another roll, “there were a few things I decided to leave behind at the start of the road trip because I didn’t think I’d need or want them since I thought you and Ben were too young to be interested in things like fucking and sucking. Now most of those things I thought I’d put off for a day or two until we reached a town with a good sex shop, but after Ben told me about something you said you’d be interested in trying I thought I better send him to get one particular item.”

“But won’t Ben have trouble buying something that only adults are suppose to have?” Gwen asked in concern.

“You’re forgetting that all of Ben’s alien forms look like adults,” Max pointed out. “The store clerk may give Ben a long look because of his alien form, but he’ll never realize Ben is a kid instead of an adult.”

“I guess you’re right,” Gwen said hesitantly, “as long as Ben doesn’t open his big mouth anymore than he has to.”

“I didn’t think about that,” Grandpa said, “but as long as Ben looks like an adult he should be fine long enough to get the item I sent him after.”

“Grandpa, why aren’t you telling me what you sent Ben to get?” Gwen asked thoughtfully.

“Because if I told you what I sent Ben to get it would spoil the surprise,” Max said with a wink. “But don’t worry, from what Ben told me I’m sure you’ll like the little surprise I have planned.”

“What did you and Ben talk about before you sent him off, Grandpa?” Gwen asked, giving Max a sideways glare.

“Not much,” Max said with a mysterious grin, “I just asked Ben if there was anything you wanted to try. He told me there were a few things you mentioned this afternoon and I thought we’d give one of them a try.”

“Which one?” Gwen asked suspiciously as she tried to remember what she’d told Ben earlier.

“Now that would spoil the surprise,” Max said with another one of his secret grins.

“Grandpa, since it was Ben who gave you the idea I’m a little worried,” Gwen pointed out.

“Don’t be,” Max said as he watched Gwen shred and eat the last roll, “I just know you’re going to love it.”

“I hope so,” Gwen said after she swallowed.

“By the way, Gwen, I know that Ben already gave you an ultrasound of some kind thanks to Horn Dog’s abilities, but I think it would be a good idea if we had you and your pregnancy checked out by a real doctor. And as it happens I have a friend in the next town who owes me a few favors, he use to be a medic when he was a plumber and then he became a regular doctor after he retired from the organization.”

“If you think so,” Gwen said, trying to make her voice sound nonchalant but it was obvious to Max that she was relieved at the idea of visiting a doctor.

A rush of air and a cloud of dust announced XLR8’s return as Ben came to a stop next to the table and set two bags down as the omnitrix beeped down the last few seconds before Ben changed back to his own form in a flash of light.

“Did you have any problems Ben,” Grandpa Max asked as he opened the plain brown bag to check its contents, nodding in satisfaction when he saw the contents.

“No trouble at all, Grandpa,” Ben said as he pushed the white bag with the familiar burger crest toward Gwen.

“You went to Burger Barn,” Gwen said accusingly as she tried to turn her nose up at the enticing smell of burger and fries that escaped from the bag.

“Sure did,” Ben said with a grin. “The staff there was so happy to see a real live alien super hero that they agreed to give me all the burgers I could make and eat in one minute. They had no idea just how fast XLR8 really is. But how can you be so upset when I brought you a burger and fries of your own?”

“Well, it does smell good,” Gwen said slowly as she reached for the bag and tried not to drool as she tore it open and reached for the burger.

“Just like your grandmother,” Max said with a chuckle as he watched Gwen take a bite out of her burger and grabbed a few fries to pop in her mouth as soon as she swallowed the burger. “When she was expecting your father she was always hungry and couldn’t stop eating.”

“How much weight did grandma gain when she was pregnant with uncle Dan?” Ben asked as he watched his cousin devour everything in the bag and then scrounge around in an attempt to find just one more fry when everything was gone.

“Enough to go on a crash diet after he was born,” Grandpa Max said with a grin when he saw the concern on Gwen’s face. “But I don’t think you have anything to worry about Gwen. In your case your body has a lot of developing to do before your baby is ready to be born. The hormones rushing through your body right now are telling your body to develop as fast as it can, and in order to do that you need a lot of food so your appetite is growing to match your body’s needs.”

“I hope you’re right,” Gwen said as she licked her fingers clean and then rubbed her belly suspiciously.

“I’m sure,” Max said. “But if the two of you are done stuffing your face for now why don’t you give me a hand with the table and then we can get to bed – and I don’t mean to sleep.”

“Sounds great, Grandpa,” Ben said as he grabbed the empty pot from the table and tried to balance the plates and bowls on top of it.

“Careful doofus,” Gwen said, grabbing the plates before they dropped to the ground. “If you do that you’re just going to drop everything to the ground.”

“Gwen’s right, Ben,” Grandpa said as he collected the silverware. “If you try to do everything all at once you’ll end up with a bigger mess than you started out with. We have all night to fuck, so don’t try to rush things.”

“Ok Grandpa,” Ben said as he tucked the pot under his arm and grabbed the bread dish with the other before he headed toward the rustbucket. “Are we going to wash everything too?”

“Not right now,” Grandpa said after a second’s hesitation. “Let’s just take enough time to put things away and leave everything else to soak for now. After all, I’ve gone more than a month without a good fuck and I can’t wait to try out Gwen’s cunt.”

“I know exactly what you mean Grandpa,” Ben said with a toothy grin, “I have trouble going just a day at a time without fucking Gwen, and it’s even harder since I have to watch her all day and know that I can’t touch her until we stop for the day.”

“And I get so horny every day that I can’t wait for Ben to fuck me,” Gwen said as she picked up the stack of plates and bowls and followed Ben, “so I’ve been masturbating three or four times a day. That’s why I haven’t been searing any panties lately, but now that you know about us I guess that means we can fuck as often as we want during the day.”

“I guess,” Grandpa said, stopping to scratch the back of his head thoughtfully, “but that wouldn’t really be fair to me would it?”

“No,” Gwen admitted. “But I get so horny all the time I can’t stand it.”

“You’re horny all the time because you’re pregnant,” Max told his ten year old granddaughter, “but I think I can do something about that when we get to town tomorrow. If I remember correctly there’s a sex store in the next town where I can get you a few gifts that you’ll be able to enjoy whenever Ben and I aren’t available.”

“That sounds great,” Gwen said as she set her stack into the sink and turned back to get something else from the table only to realize that the only thing left was the tablecloth and the table itself.

“Here Gwen,” Grandpa Max said handing the girl a damp dishrag, “wipe down the tablecloth and take it inside. Ben and I will take care of the table.”

“Ok Grandpa,” Gwen said as she wiped off the table enthusiastically before she removed and folded the tablecloth so she could put it away in the RV.

By the time Gwen had the tablecloth put away Ben and Grandpa Max had the table put away as well. “Ok you two,” Max said as he turned to face his two grandchildren with a lusty smile as he reached for his Hawaiian shirt and pulled it off without bothering to unbutton it, “time to get naked and fuck.”

“Alright,” Ben and Gwen both cried as they stripped out of their own clothes.

“From now on we’re all going to share the big bed,” Grandpa said as he held out his hand to help Gwen climb into the raised bed. “Don’t forget our little surprise, Ben.”

“I’ve got it right here, Grandpa,” Ben said, holding up the bag as he climbed into the bed after Gwen.

“So what do we do now, Grandpa?” Gwen asked as Max joined them in the alcove.

“First,” Max said as settled back on the mattress, “we start with you getting on top and sitting on my cock.”

“Wow Grandpa,” Gwen said as she looked at Max’s penis in awe, “I didn’t know you had such a big cock.”

“Thanks Gwen,” Max said with a grin as she fingered his eight inch shaft, “but I’m not as big as some guys you could encounter. Besides, where did you think Ben got his cock from?”

“I guess that makes sense,” Gwen said as she straddled her grandfather’s chest and slid down his body, raising herself up on her thighs until she hovered over his large steel hard prick.

“Here we go,” she said, hesitating for a few seconds before she lowered her hips until the blunt tip of her grandfather’s cock kissed her drooling slit. The redhead gasped as her grandfather’s prick split her pussy lips and slid an inch into her tight little fuck hole. “Oh grandpa, you’re so much bigger than Ben you’re stretching my cunt so much.”

“Does it hurt Gwen?” Grandpa Max asked as he grabbed the girl’s hips to give her some extra support as she eased her slit another inch down his shaft.

“No,” Gwen said hesitantly as she eased her pussy a little further down Max’s large prick. “It doesn’t actually hurt, but it makes me cunney feel so stuffed, but stuffed in a good way.”

“Good,” Grandpa said as he raised his ass off the mattress and buried another two inches of his prick into his granddaughter’s tight wet cunt. “Come on Gwen, slide your slit down my shaft until the whole thing is inside your belly, than we can get to the real action.”

Taking a deep breath Gwen forced her hips down toward her grandfather’s hips until her pussy engulfed the whole length of his cock, giggling as his pubic hair tickled her clit and his cum engorged balls bounced off her ass. “How’s that Grandpa?” Gwen asked as she leaned forward so her erect nipples made contact with Max’s chest hair.

“That’s great Gwen,” Max said as he wrapped his arms around the ten year old and held her in place as he looked past her shoulder. “Are you ready Ben?”

“Almost Grandpa,” Ben said from behind Gwen, she tried to turn her head to see what her cousin was doing but she couldn’t twist her head around far enough to see him.

“Make sure you have plenty of lube on your cock, Ben,” Grandpa said, “and then squirt some in her ass and spread it around with your fingers.”

“Will do, grandpa,” Ben said.

“Grandpa,” Gwen said as she tried to break away from Max’s grasp. “What are you and Ben going to do?”

“Ben told me that you said you were interested in trying new things,” Grandpa Max said as Ben put something against her ass hole and Gwen felt something cold slosh into her rectum. “I thought this would be a good time to do a fuck sandwich with you. You did say you wanted to try one didn’t you?”

“Someday,” Gwen said as Ben slid his fingers into her ass hole and started spreading the lube around, “but I’m not sure if I’m ready to try it right now.”

“Nonsense,” Max told his granddaughter, “there’s two of us and one of you so there’s no time like the present. Don’t worry Gwen, getting a cock in your ass is just like losing your cherry, it might hurt for a second, but once Ben gets the head of his prick in your ass you’re going to love it.”

“I hope so,” Gwen said uncertainly as Ben shifted behind her and she felt the head of her cousin’s cock come in contact with her asshole.

“Hang on Gwen,” Ben said with more excitement than his cousin felt, “here we go.”

For a few seconds Gwen didn’t think Ben would be able to fit his cock into her ass, but with a grunt of effort he managed to force the head into her hole. “I always knew you were a tight ass Gwen,” Ben said with a laugh as he managed to force another inch into the redhead’s rectum.”

“Relax Gwen,” Max advised his granddaughter, “the more you relax the easier it will be for Ben get his prick into your ass.

“But Grandpa,” Gwen said with a gasp as Ben forced another half inch into her, “how am I suppose to relax when Ben is forcing his cock into my ass like this?”

“Don’t think about what Ben is doing,” Grandpa Max said as he took his arms from around her back so he could pinch her nipple with one hand while he reached down to tickle the young girl’s clit with her other hand. “Try thinking about how good my cock feels in your pussy – or how good it feels when I play with your nipples and clit like this.”

“Those things do feel real good,” Gwen admitted as Ben forced a little more of his cock into her with another grunt of effort. “But I can’t ignore what Ben’s doing no matter how good you’re making me feel.”

Even as Gwen spoke Ben thrust forward again and the head of his cock forced its way past the muscles of her ass and he slid all the way into her hole until his balls bounced off Gwen’s ass and Max’s balls. “Oh my God,” Gwen groaned as her body quivered in pleasure. “This is incredible, I can feel both your cocks inside me at the same time.”

“I knew you’d like it,” Max told his granddaughter with a grin.

“Hey Grandpa,” Ben said as he shifted his cock in and out an inch or so, “I can feel your cock in Gwen’s pussy.”

“And I can feel yours in her ass,” Max said with a chuckle. “And if you think this feels good, just wait until you see what happens when we’re both moving inside her. Are you ready for that Gwen?”

“I think so,” Gwen said with a moan, she could feel the sexual energy flowing from her cunt and ass where Ben and Max’s cocks were buried. The two pools of energy gathered in her belly and spread up her spine to tits and then her brain. Even as she spoke her grandfather started shifting his oversize cock in and out of Gwen’s cunt while Ben tried fucking her ass at the same time. It took a few seconds for Ben and Max to match there strokes, but by then the ten year old girl’s body was spasmming through it’s first orgasm.

“Fuck my pussy Grandpa,” Gwen panted when she was able to catch her breath after her first cum, “fuck my ass Ben.”

“You don’t have to ask me twice,” Ben said as he slammed his cock in and out of Gwen’s tight ass.

“Me either,” Max said as he matched Ben stroke for stroke. “How do you like your first fuck sandwich, Gwen?”

“I love it,” Gwen groaned, her body already building toward another orgasm. “If I didn’t love straight fucking so much I’d be tempted to fuck like this all the time.”

“I don’t think Ben and I would have the stamina to do this all the time,” Grandpa chuckled.

“Speak for yourself Grandpa,” Ben said as he tried to bury his cock even deeper into Gwen’s ass. “I’m not having any problem with stamina.”

“Oh God, I’m cumming again,” Gwen shouted as her ass and cunt clamped tight around the two cocks buried in her body.

“Fuck that ass Ben,” Max said as Gwen tried to catch her breath. “Let’s see if we can give her a third orgasm before we blow our loads in her.”

“I’ll try Grandpa,” Ben moaned as he continued to slam his cock into his cousin’s butt, “but I’m going to cum pretty soon.”

“So am I Ben,” Max aditted, “but just hold on a little longer and Gwen will come before we do.”

“Yeah, do it,” Gwen cried as her grandfather and cousin continued to fuck her from both sides, her body was still quivering from her second orgasm and she could already feel it building toward it’s next cum.

Ben managed to hold out for almost five minutes before he felt his balls go tight at the base of his shaft and he yelled as he shot his first load of cum deep into his cousin’s bowels. “I’m cumming,” Ben managed to gasp between spurts of baby juice.

“So am I,” Grandpa Max screamed as he slammed his prick as deep as it would go into Gwen’s sucking fuck tunnel as his balls clenched to shoot his load deep into his granddaughter’s cunt so his baby juice hit the girl’s cervix, setting off her bodies third orgasm since the three of them had crawled into bed together.

“I never knew a fuck sandwich would feel so good,” Gwen sighed as she tried to hold her eyes open against the sleep that threatened to reach out and grab her.

“I knew you’d love it,” Grandpa Max said as he stifled a yawn and gave Gwen a satisfied grin.

“So what do we do now?” Ben asked with a yawn of his own.

“Well, after a fuck session like that I think we can all use some sleep,” Grandpa said as he reached out to pinch Gwen’s nipples. “Gwen, you sleep in the middle and Ben and I will sleep on either side of you, that way if one of us wakes up ready for another fuck session you’ll be there ready for us – that is if you don’t mind waking up with a cock in your cunt or ass.”

“Mind?” Gwen asked sleepily, “I look forward to it.”

“In that case, Ben, turn off the light and let’s rest up for our next fuck.”