Ben 10 Porn Story: Ben 10 and the Second summer ch.2

Ben picked up a children’s magazine from the table in front of him and flipped through it. The eleven year old glanced around at the patients waiting to see the doctor without really paying attention to any of the articles or stories until he flipped back to the front of the magazine and realized that it was almost a year old. He wondered why there were so many preteen girls waiting to see his uncle, and why most of them had swollen bellies under their small tits.

“Hi,” a blond girl about Ben’s own age said to him as he tossed the magazine back on the table, “are you waiting to see Dr. Gary?”

“Not really,” Ben said, crossing his arms and glaring at the girl in hopes that she’d get the hint and leave him alone. When the girl didn’t go away Ben took a closer look at her couldn’t help but notice how cute she was when she gave him an impish grin. “If you must know, Dr. Gary is my great uncle, and we’re here so my cousin Gwen can see him.”

“Your cousin, eh?” the girl said with a knowing grin. “Does that mean that you knocked her up? Or was it someone else in your family?”

“How did you know,” Ben started and then caught himself when he realized what he was about to admit. “I mean, what makes you think my cousin is pregnant?”

“Because all the girls here are pregnant, or want to get pregnant,” the girl giggled. “In my case my mom likes the idea of having a doctor’s baby for a grand child so when I told her I wanted to have a baby she brought me here.”

“You mean my great uncle is a . . .” Ben hesitated, trying to find the right words

“A baby doctor and a baby maker,” the girl said with a smirk. “Doctor Gary didn’t knock up all the girls here, but he did knock up most of them.”

“And how do you know that . . .. Say, what is your name anyway?” Ben asked, suddenly realizing he didn’t even know who he was talking to.

“Oh, I’m Kathy,” the girl said, giving her long blond hair a quick flip behind her back. “And I know about all this because Doctor Gary is my father, and the father of my sister’s baby too. So I know all about your great uncle and how much he likes to make babies in little girls.”

“I didn’t know about that,” Ben said, “I just knew that he was a doctor our grandfather knew he could trust. By the way, I’m Ben.”

“Hi Ben,” Kathy said, slipping her hand between his thighs to stroke his semi-hard cock through his pants. “Are you as horny as I am?”

“I think so,” Ben said, turning to give Kathy a good hard look for the first time, he couldn’t help but notice the way her erect nipples strained against the thin fabric of her tight blouse as she spoke. He also realized that he could sense how fertile she was and he knew that if he fucked the girl he’d knock her up for sure.

“In that case,” Kathy said, grabbing Ben by the wrist and sliding his unresisting hand up under her blouse so he could get a good feel of her small tits and hard nipples, “how would you like to fuck me?”

“But I thought you were waiting to fuck Doctor Gary. Ben said playing with Kathy’s tits with one hand while he slid the other one under her skirt to play with the bare wet pussy he found between her thighs.

“I was,” Kathy admitted, “but I’m horny now, and I don’t care who knocks me up as long as I have a baby nine months from now.”

“What about your mom?” Ben asked, he could feel his cock getting harder by the second while Kathy continued to trace the outline of his prick through his pants. “I thought she wanted you to fuck Doctor Gary.”

“I don’t think she cares who I fuck, as long as I give her another grand baby,” Kathy said with a shrug. “Just in case you’re still fighting your obvious desire, here’s one more thing you should know. I’m a virgin.”

“Really?” Ben asked, his cock jumping in anticipation of fucking another virgin. “But you’re such a . . .”

“Slut?” Kathy finished with an impish grin. “A girl can be a slut and a virgin at the same time. So what do you think Ben, do you want to pop my cherry and try to knock me up before my father has a chance.”

“Sure,” Ben said with a grin. Even before the word was out of his mouth Kathy had her fingers on the zipper of his pants and the next thing he knew she was pulling his hard cock out of the opening in front of everyone else in the waiting room.

“Kathy, what are you doing?” Ben asked as the blond straddled his legs, facing the rest of the room while she coated the head of his cock with the juices from her slimy slit. “What are the other girls going to think?”

“That I’m a lucky slut and that they’d like to be me,” Kathy said. “Just look at the way they’re all playing with themselves while they watch us.”

“I guess they are,” Ben said, watching the pregnant girls as well as their mothers while they played with their pussies, their eyes glued to Kathy as she lowered herself slowly down on his cock.
Ben felt Kathy’s pussy lips stretch around the head of his cock and fought the desire to shoot his load in the tight hot opening of the girl’s wet cunt. He could feel his finger nails biting into his palms as he balled his fists and resisted the temptation to cum as Kathy wiggled her ass and let her pussy drop a fraction of an inch down his shaft until the tip of his prick came up against the thin barrier of her hymen. “You’re so fucking big,” Kathy hissed through clenched teeth. “I want you inside me, I need you inside me, but this is going to hurt so much.”

“Only for a second,” Ben whispered in Kathy’s ear, her blond hair fluttered from his breath as he continued, “and only this one time.”

“Ok,” Kathy said, coming to a decision. The young blond lifted her hips up until only the tip of Ben’s cock was in her pussy and then she slammed down with all her weight, driving Ben’s cock through her cherry and deep into her belly as her ass smacked into his thighs loud enough for everyone in the waiting room to hear it.

“Oh God,” Kathy groaned as a shudder of pain ran through her body, “I knew it was going to hurt, but I didn’t think it would be like that.”

“It won’t last very long,” Ben said, bringing his hands up to play with Kathy’s tits under her blouse as he checked out the envious looks of every other girl and woman in the waiting room. “Wait until my cock starts to feel good and then start fucking me. Once the pains gone you’ll have so much pleasure you’ll forget all about it.”

“It sounds like you’ve done this before,” Kathy said, turning to give Ben a weak smile.

“Let’s just say that you’re not my first virgin,” Ben said with an impish grin.

“Well I’m glad one of us knows what their doing,” Kathy said with a sharp his when she shifted her ass on Ben’s lap.

“Don’t worry, it will pass soon and then you’ll discover just how much fun it is to fuck,” Ben said.
Ben concentrated on Kathy’s tits, massaging the small mounds and rolling her hard nipples between his thumb and index finger until Kathy felt good enough to start shifting her ass around on his lap with a groan of pleasure instead of pain. “That’s it,” he urged. “Start slow but when it feels good start riding my cock.”

“It already feels good,” Kathy moaned, “do you mean it’s going to feel even better.”

“Much better,” Ben promised as Kathy started to raise her pussy up and down the shaft of his cock.
Once Kathy started riding Ben’s cock it didn’t take long for her to pick up the pace until she was sliding up and down his shaft so fast he had trouble keeping his hands on her tits and had to give up on her bouncing breasts to hold on to her hips so he could hold her steady while she slapped her ass hard against his thighs with every stroke.

“Oh God,” Kathy almost screamed, “I never thought fucking would be this good. I think my belly’s going to explode it feels so good.”

“I told you it would feel good,” Ben hissed through clenched teeth, once again trying to hold back his own orgasm until the little girl in his lap had hers. “Cum on my cock Kathy, cum at the same time I do. Cum while I knock you up with your first baby.”

“Yes, yes, yes,” Kathy screamed. She slammed her bare ass down on Ben’s thighs one last time and clamped her pussy hard around his cock as her whole body shivered through it’s first fuck induced orgasm. When Kathy’s cunt muscles started to milk his cock Ben finally let go of his self control, he felt his balls clench tight against the base of his prick and held the shuddering little girl tight as he shot five wads of baby juice deep into her fertile belly.

“Thank you Ben,” Kathy said, shivering slightly against the cold air after the heat of their hard fuck.

“No, thank you Kathy,” Ben said as the blond girl lifted her pussy off his softening cock with an obscene slurp. She licked his shaft clean, obviously enjoying the taste of their mingled juices, then stuffed his soft prick back into his pants and zipped them back up.

“You’re the first virgin I’ve had in months,” Ben told Kathy after he gave her a quick kiss on the lips, “and I always enjoy knocking up girls like you. Do you promise to remember my name when the baby comes?”

“Of course Ben,” Kathy said, returning his kiss with relish, “I’ll never forget your name.”

* * * * * * * * * *

While Ben was doing his best to knock up Kathy, Gary was finishing Gwen’s examination. The doctor pushed his wheeled stool away from the examination table and nodded to Grandpa Max and Gwen. “You’re pregnant alright,” Gary confirmed with a not to his brother in law and great niece. “About eight weeks, just like you figured. I take it that this is Ben’s baby? Just like last time. I thought you were going to give me a shot at this one.”

“Sorry Uncle Gary,” Gwen said with a quick blush, “I didn’t expect to get knocked up so soon. In fact I thought I was safe when I asked Ben to fuck me that day.”

“I understand that Gwen,” Gary said with a casual wave of his hand, “but do you know what people who depend on the rhythm method are called?” Gwen gave her great uncle a puzzled look and a quick shake of her head, “They’re called mother. Really Gwen, trusting the timing of your period is the worst way to protect yourself against unwanted pregnancy. But then this isn’t exactly an unwanted pregnancy is it?”

“Not unwanted,” Gwen admitted, “just earlier than desired. I do want the baby, I just didn’t plan to have her so soon after the first one.”

“I see,” Gary said, he got up from his stool and walked over to the trash can before he removed his latex gloves with a snap and then moved over to the sink to scrub his hands. “Well next time remember to use some kind of protection or you could end up with another surprise before you want it.”

“I’ll remember,” Gwen promised as she kicked against the side of the examination table with her bare heels. “But I think you’re forgetting something Uncle Gary.”

“I didn’t forget Gwen,” Gary said as he turned to face his great niece with a wolfish grin, “I just needed to clean up before I fuck you hard like I did the last time. Would you care to join me Max? It’s been a long time since we shared a fuck sandwich.”

“It sure has,” Grandpa Max said with a grin as broad as his brother in laws. “What do you think Gwen? Are you ready to take both of us on at once?”

“Come on grandpa,” Gwen said, hoping off the examination table to make room for him, “you know how much I love two cocks at once. I was actually disappointed when you didn’t join Ben and I last night.”

“I wanted to,” Max said with a chuckle as he took Gwen’s place on the examination table after removing his pants and Hawaiian shirt. “But I thought I might be joining Gary in his fuck today and I wanted to be ready. After all, I’m not as young as I use to be.”

“Which end do you prefer Max?” Gary asked.

“I can go either way,” Max said with a shrug. “Do you have a preference?”

“I do,” Gary admitted, “I’ve been working so long to knock up every girl I fuck that I just hate to waste my cum in a girl’s ass, even when I know she’s already pregnant. So if you don’t mind taking Gwen’s ass I’ll take her pretty little pussy.”

“Sounds like a plan,” Max said, giving Gwen a boost and setting her on his lap so she faced Gary.
“You may need this,” Gary said, pulling out a drawer and tossing a tube of lube to Max.
“Good idea,” Max said, he squirted a generous wad of lube into his palm and coating his hard cock before rubbed it into his eleven year old grand daughter’s ass hole.

“Grandpa that’s cold,” Gwen said with an exaggerated shiver.

“Better cold lube than a dry ass,” Grandpa Max pointed out. “Now hold on while I slip my cock into your tight little ass.”

“Oh yes,” Gwen hissed in pleasure as she settled her ass around her grandfather’s hard cock and wiggled it around to make sure it was as deep as it would go. “Hurry up Uncle Gary, I need something in my pussy right now, and I can’t think of anything I want more than your cock.”

“Hold your horses,” Gary said with a laugh, “I wanted to enjoy the show before I joined it.” Even before he finished speaking Gary had thrown off his lab coat and pants and positioned himself between Gwen’s thighs. “Gwen, I’ve fucked a lot of little girls over the years, but that red furred pussy of yours has to be the most beautiful one I’ve ever seen.”

“Thank you Uncle Gary,” Gwen said, “but I’d rather have your cock in my cunt instead of a compliment about how pretty my pussy is. Now fuck me like you mean to knock me up with another baby.”

“Don’t tease me like that,” Gary groaned as he planted the tip of his cock against Gwen’s drooling slit. “I’d like nothing better than to knock you up, but I know it’s already too late.”

“But you can still pretend,” Gwen said with a moan of pleasure while her great uncle slid the full length of his cock into her pussy. She could now feel both cocks in her body and the redhead knew it wouldn’t take much for her to reach her first orgasm, especially if her grandfather and great uncle knew what they were doing, and she was sure they did.

As soon as Gary felt his balls bounce against Max’s he heard Gwen growl, “Fuck me, both of you fuck me right now!”

“How do you and Ben keep up with her?” Gary grunted while he and Max fucked the horny little girl in both of her holes.

“Ben’s as insatiable as she is,” Max told his brother in law. “He’s the one who keeps her satisfied on a daily basis. I’m just the desert.”

“That makes sense,” Gary grunted, slamming his cock deep into Gwen’s pussy and pulling it back out as Max slammed into the girl’s ass.

“Shut up and fuck,” Gwen groaned, she reached down to play with her clit as her great uncle and grandfather fucked her from both ends. She could already feel the sexual energy building in her belly and she pushed her chest forward to place her left nipple in reach of her great uncle’s mouth. “Better yet, why don’t you use your mouth to suck me dry. Ben didn’t empty my tits this morning and their getting full again.”

“I love fresh milk,” Gary said, he licked his dry lips and then sucked the young mother’s erect nipple into his mouth. In seconds he felt the first stream of milk shooting into his mouth and he swallowed with obvious pleasure.

“I’m cuimming,” Gwen cried, wrapping her free arm around her great uncle’s neck and pulling him in closer to her tits as her body jumped uncontrollably on the two cocks impaling her body. Gary and Max waited for Gwen’s body to stop shivering before they redoubled their efforts to fuck the little girl silly.

Even before her first orgasm shuddered to it’s conclusion Gwen could feel the next one starting to build as her Great Uncle Gary and Grandpa Max slammed their cocks into her pussy and ass with more energy than she would have expected from the two older men. She wondered who would cum first this time, or would the somehow manage to all cum at the same time? She hoped they’d manage to cum at the same time, nothing was better than to get to loads of cum while you were having your own orgasm.

“Fuck me grandpa, fuck me Uncle Gary,” Gwen squealed. “O God, this is the best fuck I’ve had all week.”

“Damn,” Gary panted as he switched nipples after sucking Gwen’s first tit dry, “how many double fucks does this girl get in a week?”

“Between Ben, me, her father, and her uncle it’s hard to keep track,” Max grunted, “but if she rates this as the best then we’re doing a great job.”

“Oh God, I’m gonna cum again,” Gwen cried when her belly exploded for the second time.

“So am I,” Max growled as he slammed his cock as far as it would go in Gwen’s ass and he shot his load deep into his grand daughter’s bowels.

“Me too,” Gary groaned burying his prick deep in his Gwen’s pussy and letting the girl’s cunt muscles milk every drop of cum from his cock and balls while he sucked the last of the milk from her right breast.

It was all Gary could do to stand upright until Gwen’s tight cunt released his soft cock and he stumbled back to his stool, totally exhausted as he dropped down on the seat. “You are insatiable Gwen,” Gary said when he finally managed to catch his breath. “You weren’t this wild last year.”
“I had a year of almost daily sex since the last time you fucked me,” Gwen pointed out. “Last year I was practically a virgin, but now I’m an experienced little slut with a need for cock.”

“I guess you are at that,” Gary chuckled. “Is Ben as horny as you are?”

“Even hornier,” Grandpa Max said as he removed his shriveled cock from Gwen’s ass and settled the satisfied girl on his lap so she could lean back against his chest. “Back home Ben’s fucking Gwen, Gwen’s best friend, his lab partner, his lab partner’s mother, his mother, and Gwen’s mother. Sometimes he fucks them all in the same day, and he’s knocked them all up too. Of course that’s only the one’s we know about. For all we know Ben could be fucking another dozen girls that we don’t know about.”

“I think I’d know grandpa,” Gwen purred against Max’s chest. “I know he’s just fucked a girl out in the waiting room, and probably knocked her up too.”

“How do you know that?” Gary asked.

“I was worried that Ben might do something like this if he only had one pussy for the summer so I used a spell to make sure I knew when he put his cock in another girl,” Gwen explained, “but the spell may have worked too well. Not only do I know when Ben is fucking another girl, I can feel how horny he is and it drives me crazy with lust.”

“So that’s why you were so cock hungry just now,” Grandpa Max said. “I thought it was just your normal lust, but now I see that you were even wilder than usual.”

“I guess I was,” Gwen agreed with a sheepish grin, “but the only reason I was wilder than usual was because I was hornier than usual. But that just meant that your cocks felt better than usual too.”

“Is something wrong Gary?” Grandpa Max asked, noticing the thoughtful look on his brother in law’s face for the first time.

“No,” Gary said slowly, “I was just thinking that the only girl I’m suppose to see today who isn’t already pregnant is Kathy. Her mother wanted me to pop her cherry and knock her up today.”

“I’ll make sure that Ben apologizes for spoiling things for you,” Max promised.

“Don’t worry about it,” Gary said with a wave of his hand. “If I know my horny little daughter she probably came on to him and I doubt Ben was able to resist her for more than ten seconds – even if he wanted to resist her. Besides, after this wild session with Gwen I don’t think I would have been able to pop her cherry, much less knock her up with the baby she wants. When you think about it Ben actually did me favor by knocking up my little girl. And I got to my super horny pregnant niece instead.”

“So everything’s good then?” Gwen asked with a relieved sigh.

“Just fine,” Gary said, “but even so I think I would like to talk to Ben, not about Kathy but about some ideas about the Omnitrix that I want to talk to Ben about. You can stay if you want Max, but I think Ben may feel a little more comfortable if it’s just the two of us.”

By the time Ben entered the examination room five minutes later Gary had changed back into his clothes and was looking over the notes on his clipboard. “Ah Ben, come on in and take a seat,” Gary said, indicating one of the empty chairs against the wall.

“Don’t you want me to take my clothes off or something like that?” Ben asked self-consciously.

“No,” Gary said with a shake of his head, “I just want to talk to you. I have some questions and observations about your watch so you may want to close the door before we start.”

“Right,” Ben said, closing the door and swinging the plastic so he could straddle the back of the seat and rest his chin on the back as he looked at his great uncle. “I’m guessing that you already know about Kathy somehow.”

“I do,” Gary said in surprise, “but how did you know?”

“Adults always know when I do something wrong,” Ben muttered.

“Well you didn’t do anything wrong with Kathy,” Gary said, “in fact you helped me out with that horny little girl because after fucking Gwen to exhausted to take care of another horny girl, so thank you.”

“You’re welcome,” Ben said with a puzzled frown, “but if it isn’t Kathy than what do you want to talk to me about?”

“Like I said, your watch,” Gary said, pointing to the Omnitrix on Ben’s left wrist. “You see Ben, like your Granpa Max I was a plumber. But I wasn’t on the front lines, I was a medic and a technician. We were all technicians back then, you had to be to understand how the alien technology worked. But as a medic I had to understand it even better than the front line troops like your grandfather, and that meant catching the little nuances that come up with alien tech.”

“What do you mean?” Ben asked with a puzzled frown.

“I think I can explain better once you tell me everything you can about the Omnitrix,” Gary said. “Max has already filled me in on the basics, but any details you can give me will help.”
“Ok,” Ben said, the preteen took a deep breath and then started telling his great uncle everything he could remember, starting with the night the pod with the Omnitrix almost took his head off and ending with the most recent use of the watch.

“Are you sure that’s everything?” Gary asked when Ben was finished.

“That’s everything,” Ben assured his great uncle. “So what are your ideas?”

“Well,” the older man said hesitantly, “just remember that they’re theories, not facts. And even if I’m right it could be years before we know, if we ever do.”

“Right,” Ben said, “now what do you think?”

“It all started when I was talking to Gwen and Max and they told me about how you always know when a girl is fertile, and that you’ll knock her up if you fuck her. I assume that you don’t fuck every girl or woman that you know is fertile.”

“No,” Ben admitted, “in fact I don’t fuck most girls when I know they’re fertile. But if I’m attracted to them or they’re attracted to me I usually do.”

“I thought so,” Gary said, chewing his bottom lip for a second before he continued. “You told me that Azmuth said he created the Omnitrix as a way for different species to understand each other better, right?”

“That’s what he told me,” Ben said, “but he also told me some other things that I’m not too sure about.”

“Well I’ve been thinking that the best way for two species to understand each other would be for them to have a child, a hybred child sharing the traits of both parents.”

“Are you saying that the Omnitrix is designed to allow two different species to breed?” Ben asked.
“It’s a possibility,” Gary said, “and it would explain why the Omnitrix keeps you informed about the fertility of the women around you.”

“Do you think the Omnitrix is why I’m so horny all the time?” Ben asked with obvious concern, “or why the girls I fuck are so horny and get pregnant so easily?”

“I don’t think the Omnitrix creates anything,” Gary pointed out, “otherwise you’d be fucking every fertile girl and woman you came across. No, the Omnitrix may enhance the attraction you have for a girl and vice versa, but it doesn’t create the attraction. I think you, Gwen, and your other girlfriends are just naturally over sexed. But I think the Omnitrix may be altering your children at some level so they inherit a bit of alien DNA.”

“But Ken, that’s my son with Gwen, is perfectly normal,” Ben pointed out. “No sign of alien DNA where he’s concerned.”

“It may not be obvious that he has alien DNA,” Gary said, “for all we know the DNA could be dormant until Ken is old enough to activate it. In fact when he’s old enough he may be able to change into his alien form as easily as you do with your watch. But he’d could be limited to a single alien instead of a selection like you have. Of course this is all a theory and not a very firm one at that.”

“But if you’re right,” Ben said thoughtfully, “then is there any way for us to know what alien my children will change into?”

“Perhaps,” Gary said slowly, “I suspect the Omnitrix emits some kind of field to affect your children at the moment of conception and that the setting of the field is determined by your most recent alien. But since conception doesn’t usually happen immediately then the field could change if you become a different alien while you’re still close enough to affect the baby before the actual conception. But it’s also possible the Omnitrix could change settings on it’s own considering the way it sometimes changes you into an alien you don’t want.”

“You could be right,” Ben said after several seconds to absorb his great uncles theories, “but it will take several years before we know if their fact or fiction. And since I can’t remove the Omnitrix the only way to stop things would be for me to stop fucking and impregnating girls, but I enjoy fucking so much that I don’t think I could stop if I had to. For now I think we should keep your theories between us.”

“I thought you’d feel that way,” Gary said with a nod. “That’s why I wanted to keep this conversation between us. But if you do notice anything you’ll let me know, right?”

“Of course,” Ben said with a grin, “and now I know what to look for. And thanks to Kathy you’ll have a subject close at hand.”

“So I will,” Gary said as he got up to escort Ben to the door of the examination room. Gary hesitated to finish what he was saying before he opened the door for his great nephew. “Thanks again for taking care of Kathy, I’ll be sure to keep a close eye on her and her baby and I’ll let you know if something comes up. Goodbye Ben, enjoy your summer.”

“I will Uncle Gary, I’m sure I will.”

Ben picked up a children’s magazine from the table in front of him and flipped through it. The eleven year old glanced around at the patients waiting to see the doctor without really paying attention to any of the articles or stories until he flipped back to the front of the magazine and realized that it was almost a year old. He wondered why there were so many preteen girls waiting to see his uncle, and why most of them had swollen bellies under their small tits.

“Hi,” a blond girl about Ben’s own age said to him as he tossed the magazine back on the table, “are you waiting to see Dr. Gary?”

“Not really,” Ben said, crossing his arms and glaring at the girl in hopes that she’d get the hint and leave him alone. When the girl didn’t go away Ben took a closer look at her couldn’t help but notice how cute she was when she gave him an impish grin. “If you must know, Dr. Gary is my great uncle, and we’re here so my cousin Gwen can see him.”

“Your cousin, eh?” the girl said with a knowing grin. “Does that mean that you knocked her up? Or was it someone else in your family?”

“How did you know,” Ben started and then caught himself when he realized what he was about to admit. “I mean, what makes you think my cousin is pregnant?”

“Because all the girls here are pregnant, or want to get pregnant,” the girl giggled. “In my case my mom likes the idea of having a doctor’s baby for a grand child so when I told her I wanted to have a baby she brought me here.”

“You mean my great uncle is a . . .” Ben hesitated, trying to find the right words

“A baby doctor and a baby maker,” the girl said with a smirk. “Doctor Gary didn’t knock up all the girls here, but he did knock up most of them.”

“And how do you know that . . .. Say, what is your name anyway?” Ben asked, suddenly realizing he didn’t even know who he was talking to.

“Oh, I’m Kathy,” the girl said, giving her long blond hair a quick flip behind her back. “And I know about all this because Doctor Gary is my father, and the father of my sister’s baby too. So I know all about your great uncle and how much he likes to make babies in little girls.”

“I didn’t know about that,” Ben said, “I just knew that he was a doctor our grandfather knew he could trust. By the way, I’m Ben.”

“Hi Ben,” Kathy said, slipping her hand between his thighs to stroke his semi-hard cock through his pants. “Are you as horny as I am?”

“I think so,” Ben said, turning to give Kathy a good hard look for the first time, he couldn’t help but notice the way her erect nipples strained against the thin fabric of her tight blouse as she spoke. He also realized that he could sense how fertile she was and he knew that if he fucked the girl he’d knock her up for sure.

“In that case,” Kathy said, grabbing Ben by the wrist and sliding his unresisting hand up under her blouse so he could get a good feel of her small tits and hard nipples, “how would you like to fuck me?”

“But I thought you were waiting to fuck Doctor Gary. Ben said playing with Kathy’s tits with one hand while he slid the other one under her skirt to play with the bare wet pussy he found between her thighs.

“I was,” Kathy admitted, “but I’m horny now, and I don’t care who knocks me up as long as I have a baby nine months from now.”

“What about your mom?” Ben asked, he could feel his cock getting harder by the second while Kathy continued to trace the outline of his prick through his pants. “I thought she wanted you to fuck Doctor Gary.”

“I don’t think she cares who I fuck, as long as I give her another grand baby,” Kathy said with a shrug. “Just in case you’re still fighting your obvious desire, here’s one more thing you should know. I’m a virgin.”

“Really?” Ben asked, his cock jumping in anticipation of fucking another virgin. “But you’re such a . . .”

“Slut?” Kathy finished with an impish grin. “A girl can be a slut and a virgin at the same time. So what do you think Ben, do you want to pop my cherry and try to knock me up before my father has a chance.”

“Sure,” Ben said with a grin. Even before the word was out of his mouth Kathy had her fingers on the zipper of his pants and the next thing he knew she was pulling his hard cock out of the opening in front of everyone else in the waiting room.

“Kathy, what are you doing?” Ben asked as the blond straddled his legs, facing the rest of the room while she coated the head of his cock with the juices from her slimy slit. “What are the other girls going to think?”

“That I’m a lucky slut and that they’d like to be me,” Kathy said. “Just look at the way they’re all playing with themselves while they watch us.”

“I guess they are,” Ben said, watching the pregnant girls as well as their mothers while they played with their pussies, their eyes glued to Kathy as she lowered herself slowly down on his cock.
Ben felt Kathy’s pussy lips stretch around the head of his cock and fought the desire to shoot his load in the tight hot opening of the girl’s wet cunt. He could feel his finger nails biting into his palms as he balled his fists and resisted the temptation to cum as Kathy wiggled her ass and let her pussy drop a fraction of an inch down his shaft until the tip of his prick came up against the thin barrier of her hymen. “You’re so fucking big,” Kathy hissed through clenched teeth. “I want you inside me, I need you inside me, but this is going to hurt so much.”

“Only for a second,” Ben whispered in Kathy’s ear, her blond hair fluttered from his breath as he continued, “and only this one time.”

“Ok,” Kathy said, coming to a decision. The young blond lifted her hips up until only the tip of Ben’s cock was in her pussy and then she slammed down with all her weight, driving Ben’s cock through her cherry and deep into her belly as her ass smacked into his thighs loud enough for everyone in the waiting room to hear it.

“Oh God,” Kathy groaned as a shudder of pain ran through her body, “I knew it was going to hurt, but I didn’t think it would be like that.”

“It won’t last very long,” Ben said, bringing his hands up to play with Kathy’s tits under her blouse as he checked out the envious looks of every other girl and woman in the waiting room. “Wait until my cock starts to feel good and then start fucking me. Once the pains gone you’ll have so much pleasure you’ll forget all about it.”

“It sounds like you’ve done this before,” Kathy said, turning to give Ben a weak smile.

“Let’s just say that you’re not my first virgin,” Ben said with an impish grin.

“Well I’m glad one of us knows what their doing,” Kathy said with a sharp his when she shifted her ass on Ben’s lap.

“Don’t worry, it will pass soon and then you’ll discover just how much fun it is to fuck,” Ben said.
Ben concentrated on Kathy’s tits, massaging the small mounds and rolling her hard nipples between his thumb and index finger until Kathy felt good enough to start shifting her ass around on his lap with a groan of pleasure instead of pain. “That’s it,” he urged. “Start slow but when it feels good start riding my cock.”

“It already feels good,” Kathy moaned, “do you mean it’s going to feel even better.”

“Much better,” Ben promised as Kathy started to raise her pussy up and down the shaft of his cock.
Once Kathy started riding Ben’s cock it didn’t take long for her to pick up the pace until she was sliding up and down his shaft so fast he had trouble keeping his hands on her tits and had to give up on her bouncing breasts to hold on to her hips so he could hold her steady while she slapped her ass hard against his thighs with every stroke.

“Oh God,” Kathy almost screamed, “I never thought fucking would be this good. I think my belly’s going to explode it feels so good.”

“I told you it would feel good,” Ben hissed through clenched teeth, once again trying to hold back his own orgasm until the little girl in his lap had hers. “Cum on my cock Kathy, cum at the same time I do. Cum while I knock you up with your first baby.”

“Yes, yes, yes,” Kathy screamed. She slammed her bare ass down on Ben’s thighs one last time and clamped her pussy hard around his cock as her whole body shivered through it’s first fuck induced orgasm. When Kathy’s cunt muscles started to milk his cock Ben finally let go of his self control, he felt his balls clench tight against the base of his prick and held the shuddering little girl tight as he shot five wads of baby juice deep into her fertile belly.

“Thank you Ben,” Kathy said, shivering slightly against the cold air after the heat of their hard fuck.

“No, thank you Kathy,” Ben said as the blond girl lifted her pussy off his softening cock with an obscene slurp. She licked his shaft clean, obviously enjoying the taste of their mingled juices, then stuffed his soft prick back into his pants and zipped them back up.

“You’re the first virgin I’ve had in months,” Ben told Kathy after he gave her a quick kiss on the lips, “and I always enjoy knocking up girls like you. Do you promise to remember my name when the baby comes?”

“Of course Ben,” Kathy said, returning his kiss with relish, “I’ll never forget your name.”

* * * * * * * * * *

While Ben was doing his best to knock up Kathy, Gary was finishing Gwen’s examination. The doctor pushed his wheeled stool away from the examination table and nodded to Grandpa Max and Gwen. “You’re pregnant alright,” Gary confirmed with a not to his brother in law and great niece. “About eight weeks, just like you figured. I take it that this is Ben’s baby? Just like last time. I thought you were going to give me a shot at this one.”

“Sorry Uncle Gary,” Gwen said with a quick blush, “I didn’t expect to get knocked up so soon. In fact I thought I was safe when I asked Ben to fuck me that day.”

“I understand that Gwen,” Gary said with a casual wave of his hand, “but do you know what people who depend on the rhythm method are called?” Gwen gave her great uncle a puzzled look and a quick shake of her head, “They’re called mother. Really Gwen, trusting the timing of your period is the worst way to protect yourself against unwanted pregnancy. But then this isn’t exactly an unwanted pregnancy is it?”

“Not unwanted,” Gwen admitted, “just earlier than desired. I do want the baby, I just didn’t plan to have her so soon after the first one.”

“I see,” Gary said, he got up from his stool and walked over to the trash can before he removed his latex gloves with a snap and then moved over to the sink to scrub his hands. “Well next time remember to use some kind of protection or you could end up with another surprise before you want it.”

“I’ll remember,” Gwen promised as she kicked against the side of the examination table with her bare heels. “But I think you’re forgetting something Uncle Gary.”

“I didn’t forget Gwen,” Gary said as he turned to face his great niece with a wolfish grin, “I just needed to clean up before I fuck you hard like I did the last time. Would you care to join me Max? It’s been a long time since we shared a fuck sandwich.”

“It sure has,” Grandpa Max said with a grin as broad as his brother in laws. “What do you think Gwen? Are you ready to take both of us on at once?”

“Come on grandpa,” Gwen said, hoping off the examination table to make room for him, “you know how much I love two cocks at once. I was actually disappointed when you didn’t join Ben and I last night.”

“I wanted to,” Max said with a chuckle as he took Gwen’s place on the examination table after removing his pants and Hawaiian shirt. “But I thought I might be joining Gary in his fuck today and I wanted to be ready. After all, I’m not as young as I use to be.”

“Which end do you prefer Max?” Gary asked.

“I can go either way,” Max said with a shrug. “Do you have a preference?”

“I do,” Gary admitted, “I’ve been working so long to knock up every girl I fuck that I just hate to waste my cum in a girl’s ass, even when I know she’s already pregnant. So if you don’t mind taking Gwen’s ass I’ll take her pretty little pussy.”

“Sounds like a plan,” Max said, giving Gwen a boost and setting her on his lap so she faced Gary.
“You may need this,” Gary said, pulling out a drawer and tossing a tube of lube to Max.
“Good idea,” Max said, he squirted a generous wad of lube into his palm and coating his hard cock before rubbed it into his eleven year old grand daughter’s ass hole.

“Grandpa that’s cold,” Gwen said with an exaggerated shiver.

“Better cold lube than a dry ass,” Grandpa Max pointed out. “Now hold on while I slip my cock into your tight little ass.”

“Oh yes,” Gwen hissed in pleasure as she settled her ass around her grandfather’s hard cock and wiggled it around to make sure it was as deep as it would go. “Hurry up Uncle Gary, I need something in my pussy right now, and I can’t think of anything I want more than your cock.”

“Hold your horses,” Gary said with a laugh, “I wanted to enjoy the show before I joined it.” Even before he finished speaking Gary had thrown off his lab coat and pants and positioned himself between Gwen’s thighs. “Gwen, I’ve fucked a lot of little girls over the years, but that red furred pussy of yours has to be the most beautiful one I’ve ever seen.”

“Thank you Uncle Gary,” Gwen said, “but I’d rather have your cock in my cunt instead of a compliment about how pretty my pussy is. Now fuck me like you mean to knock me up with another baby.”

“Don’t tease me like that,” Gary groaned as he planted the tip of his cock against Gwen’s drooling slit. “I’d like nothing better than to knock you up, but I know it’s already too late.”

“But you can still pretend,” Gwen said with a moan of pleasure while her great uncle slid the full length of his cock into her pussy. She could now feel both cocks in her body and the redhead knew it wouldn’t take much for her to reach her first orgasm, especially if her grandfather and great uncle knew what they were doing, and she was sure they did.

As soon as Gary felt his balls bounce against Max’s he heard Gwen growl, “Fuck me, both of you fuck me right now!”

“How do you and Ben keep up with her?” Gary grunted while he and Max fucked the horny little girl in both of her holes.

“Ben’s as insatiable as she is,” Max told his brother in law. “He’s the one who keeps her satisfied on a daily basis. I’m just the desert.”

“That makes sense,” Gary grunted, slamming his cock deep into Gwen’s pussy and pulling it back out as Max slammed into the girl’s ass.

“Shut up and fuck,” Gwen groaned, she reached down to play with her clit as her great uncle and grandfather fucked her from both ends. She could already feel the sexual energy building in her belly and she pushed her chest forward to place her left nipple in reach of her great uncle’s mouth. “Better yet, why don’t you use your mouth to suck me dry. Ben didn’t empty my tits this morning and their getting full again.”

“I love fresh milk,” Gary said, he licked his dry lips and then sucked the young mother’s erect nipple into his mouth. In seconds he felt the first stream of milk shooting into his mouth and he swallowed with obvious pleasure.

“I’m cuimming,” Gwen cried, wrapping her free arm around her great uncle’s neck and pulling him in closer to her tits as her body jumped uncontrollably on the two cocks impaling her body. Gary and Max waited for Gwen’s body to stop shivering before they redoubled their efforts to fuck the little girl silly.

Even before her first orgasm shuddered to it’s conclusion Gwen could feel the next one starting to build as her Great Uncle Gary and Grandpa Max slammed their cocks into her pussy and ass with more energy than she would have expected from the two older men. She wondered who would cum first this time, or would the somehow manage to all cum at the same time? She hoped they’d manage to cum at the same time, nothing was better than to get to loads of cum while you were having your own orgasm.

“Fuck me grandpa, fuck me Uncle Gary,” Gwen squealed. “O God, this is the best fuck I’ve had all week.”

“Damn,” Gary panted as he switched nipples after sucking Gwen’s first tit dry, “how many double fucks does this girl get in a week?”

“Between Ben, me, her father, and her uncle it’s hard to keep track,” Max grunted, “but if she rates this as the best then we’re doing a great job.”

“Oh God, I’m gonna cum again,” Gwen cried when her belly exploded for the second time.

“So am I,” Max growled as he slammed his cock as far as it would go in Gwen’s ass and he shot his load deep into his grand daughter’s bowels.

“Me too,” Gary groaned burying his prick deep in his Gwen’s pussy and letting the girl’s cunt muscles milk every drop of cum from his cock and balls while he sucked the last of the milk from her right breast.

It was all Gary could do to stand upright until Gwen’s tight cunt released his soft cock and he stumbled back to his stool, totally exhausted as he dropped down on the seat. “You are insatiable Gwen,” Gary said when he finally managed to catch his breath. “You weren’t this wild last year.”
“I had a year of almost daily sex since the last time you fucked me,” Gwen pointed out. “Last year I was practically a virgin, but now I’m an experienced little slut with a need for cock.”

“I guess you are at that,” Gary chuckled. “Is Ben as horny as you are?”

“Even hornier,” Grandpa Max said as he removed his shriveled cock from Gwen’s ass and settled the satisfied girl on his lap so she could lean back against his chest. “Back home Ben’s fucking Gwen, Gwen’s best friend, his lab partner, his lab partner’s mother, his mother, and Gwen’s mother. Sometimes he fucks them all in the same day, and he’s knocked them all up too. Of course that’s only the one’s we know about. For all we know Ben could be fucking another dozen girls that we don’t know about.”

“I think I’d know grandpa,” Gwen purred against Max’s chest. “I know he’s just fucked a girl out in the waiting room, and probably knocked her up too.”

“How do you know that?” Gary asked.

“I was worried that Ben might do something like this if he only had one pussy for the summer so I used a spell to make sure I knew when he put his cock in another girl,” Gwen explained, “but the spell may have worked too well. Not only do I know when Ben is fucking another girl, I can feel how horny he is and it drives me crazy with lust.”

“So that’s why you were so cock hungry just now,” Grandpa Max said. “I thought it was just your normal lust, but now I see that you were even wilder than usual.”

“I guess I was,” Gwen agreed with a sheepish grin, “but the only reason I was wilder than usual was because I was hornier than usual. But that just meant that your cocks felt better than usual too.”

“Is something wrong Gary?” Grandpa Max asked, noticing the thoughtful look on his brother in law’s face for the first time.

“No,” Gary said slowly, “I was just thinking that the only girl I’m suppose to see today who isn’t already pregnant is Kathy. Her mother wanted me to pop her cherry and knock her up today.”

“I’ll make sure that Ben apologizes for spoiling things for you,” Max promised.

“Don’t worry about it,” Gary said with a wave of his hand. “If I know my horny little daughter she probably came on to him and I doubt Ben was able to resist her for more than ten seconds – even if he wanted to resist her. Besides, after this wild session with Gwen I don’t think I would have been able to pop her cherry, much less knock her up with the baby she wants. When you think about it Ben actually did me favor by knocking up my little girl. And I got to my super horny pregnant niece instead.”

“So everything’s good then?” Gwen asked with a relieved sigh.

“Just fine,” Gary said, “but even so I think I would like to talk to Ben, not about Kathy but about some ideas about the Omnitrix that I want to talk to Ben about. You can stay if you want Max, but I think Ben may feel a little more comfortable if it’s just the two of us.”

By the time Ben entered the examination room five minutes later Gary had changed back into his clothes and was looking over the notes on his clipboard. “Ah Ben, come on in and take a seat,” Gary said, indicating one of the empty chairs against the wall.

“Don’t you want me to take my clothes off or something like that?” Ben asked self-consciously.

“No,” Gary said with a shake of his head, “I just want to talk to you. I have some questions and observations about your watch so you may want to close the door before we start.”

“Right,” Ben said, closing the door and swinging the plastic so he could straddle the back of the seat and rest his chin on the back as he looked at his great uncle. “I’m guessing that you already know about Kathy somehow.”

“I do,” Gary said in surprise, “but how did you know?”

“Adults always know when I do something wrong,” Ben muttered.

“Well you didn’t do anything wrong with Kathy,” Gary said, “in fact you helped me out with that horny little girl because after fucking Gwen to exhausted to take care of another horny girl, so thank you.”

“You’re welcome,” Ben said with a puzzled frown, “but if it isn’t Kathy than what do you want to talk to me about?”

“Like I said, your watch,” Gary said, pointing to the Omnitrix on Ben’s left wrist. “You see Ben, like your Granpa Max I was a plumber. But I wasn’t on the front lines, I was a medic and a technician. We were all technicians back then, you had to be to understand how the alien technology worked. But as a medic I had to understand it even better than the front line troops like your grandfather, and that meant catching the little nuances that come up with alien tech.”

“What do you mean?” Ben asked with a puzzled frown.

“I think I can explain better once you tell me everything you can about the Omnitrix,” Gary said. “Max has already filled me in on the basics, but any details you can give me will help.”
“Ok,” Ben said, the preteen took a deep breath and then started telling his great uncle everything he could remember, starting with the night the pod with the Omnitrix almost took his head off and ending with the most recent use of the watch.

“Are you sure that’s everything?” Gary asked when Ben was finished.

“That’s everything,” Ben assured his great uncle. “So what are your ideas?”

“Well,” the older man said hesitantly, “just remember that they’re theories, not facts. And even if I’m right it could be years before we know, if we ever do.”

“Right,” Ben said, “now what do you think?”

“It all started when I was talking to Gwen and Max and they told me about how you always know when a girl is fertile, and that you’ll knock her up if you fuck her. I assume that you don’t fuck every girl or woman that you know is fertile.”

“No,” Ben admitted, “in fact I don’t fuck most girls when I know they’re fertile. But if I’m attracted to them or they’re attracted to me I usually do.”

“I thought so,” Gary said, chewing his bottom lip for a second before he continued. “You told me that Azmuth said he created the Omnitrix as a way for different species to understand each other better, right?”

“That’s what he told me,” Ben said, “but he also told me some other things that I’m not too sure about.”

“Well I’ve been thinking that the best way for two species to understand each other would be for them to have a child, a hybred child sharing the traits of both parents.”

“Are you saying that the Omnitrix is designed to allow two different species to breed?” Ben asked.
“It’s a possibility,” Gary said, “and it would explain why the Omnitrix keeps you informed about the fertility of the women around you.”

“Do you think the Omnitrix is why I’m so horny all the time?” Ben asked with obvious concern, “or why the girls I fuck are so horny and get pregnant so easily?”

“I don’t think the Omnitrix creates anything,” Gary pointed out, “otherwise you’d be fucking every fertile girl and woman you came across. No, the Omnitrix may enhance the attraction you have for a girl and vice versa, but it doesn’t create the attraction. I think you, Gwen, and your other girlfriends are just naturally over sexed. But I think the Omnitrix may be altering your children at some level so they inherit a bit of alien DNA.”

“But Ken, that’s my son with Gwen, is perfectly normal,” Ben pointed out. “No sign of alien DNA where he’s concerned.”

“It may not be obvious that he has alien DNA,” Gary said, “for all we know the DNA could be dormant until Ken is old enough to activate it. In fact when he’s old enough he may be able to change into his alien form as easily as you do with your watch. But he’d could be limited to a single alien instead of a selection like you have. Of course this is all a theory and not a very firm one at that.”

“But if you’re right,” Ben said thoughtfully, “then is there any way for us to know what alien my children will change into?”

“Perhaps,” Gary said slowly, “I suspect the Omnitrix emits some kind of field to affect your children at the moment of conception and that the setting of the field is determined by your most recent alien. But since conception doesn’t usually happen immediately then the field could change if you become a different alien while you’re still close enough to affect the baby before the actual conception. But it’s also possible the Omnitrix could change settings on it’s own considering the way it sometimes changes you into an alien you don’t want.”

“You could be right,” Ben said after several seconds to absorb his great uncles theories, “but it will take several years before we know if their fact or fiction. And since I can’t remove the Omnitrix the only way to stop things would be for me to stop fucking and impregnating girls, but I enjoy fucking so much that I don’t think I could stop if I had to. For now I think we should keep your theories between us.”

“I thought you’d feel that way,” Gary said with a nod. “That’s why I wanted to keep this conversation between us. But if you do notice anything you’ll let me know, right?”

“Of course,” Ben said with a grin, “and now I know what to look for. And thanks to Kathy you’ll have a subject close at hand.”

“So I will,” Gary said as he got up to escort Ben to the door of the examination room. Gary hesitated to finish what he was saying before he opened the door for his great nephew. “Thanks again for taking care of Kathy, I’ll be sure to keep a close eye on her and her baby and I’ll let you know if something comes up. Goodbye Ben, enjoy your summer.”

“I will Uncle Gary, I’m sure I will.”