Ben 10 Porn Story: Gwen Tennyson’s Alien Encounters

Ben Tennyson smirked, his hands neatly tucked behind his head as the strolled out from the ever enduring Rustbucket, the machine that could break the sound barrier, the machine that could more than likely achieve escape velocity, the machine, which Grandpa Max was currently trying to fix, scrounging around the undercarriage looking for parts to salvage from one place to fix another.

Ben whistled a little as he walked out into the harsh unforgiving desert. He scared some cool looking lizards, but mostly he was just trying to keep from stepping on any cactuses. This part of California you were more likely to spy a UFO than a celebrity. Although all things considered, that was probably better suited to the trio anyway.

“I suppose I really should be training…” He muttered to no one in particular. He still thought turning into aliens was awesome and everything, but after that last time with Wildmutt he’d woken up with Gwen petting his hair and the strangest desire to cuddle with her. It still sent a shiver down his spine, despite the ninety degree heat. He glanced down at the Onmitrix. It could’ve just been a fluke of being Wildmutt, like how Greymatter made him feel all smart and Ghostfreak made him feel all… well, freaky.

Gwen was sitting on a rock off the side of the road, fanning herself with an old brochure from Mt. Rushmore. It was just so like the Rustbucket to break down right when they were in the least inhabitable part of the world. Thanks a lot Murphy.

She absentmindedly watched her cousin walk around the desert, exploring, or whatever it was he did with his free time when he wasn’t tormenting her. She hadn’t said anything since the whole little incident in the forest… He acted like nothing had happened and she had had this disgusting sense of affection for her cousin churning in the pit of her stomach ever since.

Ben poked at the Omnitrix a little. One nice thing about having a piece of super alien technology permanently attached to your wrist was that you could try and figure out all its little tricks and switches when you had nothing better to do.

He turned some switches and pressed some buttons, trying to maybe make it give him some new aliens or something. He turned the dial and Heatblast popped up. Ben smirked; maybe he could get out of the frying pan, by joining the fire.

Gwen stretched a bit. She was bored, and starting to wonder what her idiot cousin was doing. He wasn’t the type you could leave by himself. “Hey Grandpa I’ll be right back!”

It didn’t take long for her to discover Ben crouched over and fidgeting with something. He’d probably just found something on the ground, or was tormenting some poor defenseless creature to slow or stupid to escape from his dweeb clutches. Gwen shrugged a little and decided whatever it was it was bound to be more interesting than watching the sand bake.

Then there was a bright green flash, and suddenly her cousin was a large molten man. “Alright! This is more like it.”

Gwen stared at him for a second before she felt a violent heat wave roll of the volcanic biped, and she started fanning herself faster, walking over to her alien morphed cousin. “Ben! What do you think you’re doing?!” She walked around a few cactuses and large rocks to get to him, but stopped a good seven feet away. He was ridiculously hot, and not in the same way boy bands were.

Ben blinked at her, before just smirking and putting his hands on his hips. “Hey sorry Gwen, but you know what they say. If you can’t stand the heat, jump in the fire.” He had no idea what he was talking about, but it sounded cool, or at least he thought so.

His cousin didn’t agree. She pulled on the collar of her shirt and fanned herself with her paper fan, glaring at her idiot cousin all the while. “Well couldn’t you have tried something else? I’m sure Heatblast isn’t the only one that watch can turn you into who doesn’t mind heat.” She actually started to pant a bit and turned back toward the Rustbucket. It was hot, and Ben was a lava head, and now she was flustered, and fairly certain she had heatstroke.

“What? I haven’t mastered the watch yet, and ‘sides.” Ben flared up a little. “What better place to train with a hot head, than where it’s hot?” He smirked.

Gwen groaned and tossed her fan at him. It combusted the moment it touched him. She hadn’t really thought that through. “Knock it off… Do you want me to die from heatstroke?” She growled a little before walking over and sitting on a large flat rock, starting to fan herself with her shirt collar. Ben just sort of laughed and shot a few fire balls into the air.

She watched him, she was bored and there wasn’t anything else to do, so she leaned back and stared up into the clear blue sky, panting a little and continuing to fan her collar. She was keeping a weather eye on her cousin though, waiting for him to set something on fire, or send a fire ball her way, on purpose or accident.

He just sort of kept laughing and throwing fire into the air. He was aiming for one spot in particularly, trying to practice his shooting a little. Of course all this flying fire was just making the air that much hotter.

Eventually Gwen just laid out on the ground, trying to find the coolest patch of dirt, she leaned against her rock, and just sort of sat there, sweating like a pig. She was not happy about how hot it was, and it didn’t take long for her to get annoyed with her flaming cousin for contributing. “Knock it off spaz…” She said, tossing a sandy handful of dirt in Ben’s direction and sighing a little.

“Hey I’ve got to learn something.” He laughed a little and tossed a feeble flame in her direction. It burned out before it got to her, but it still startled her, which only made him laugh more.

She responded by glaring at her cousin and tossing more dirt at him, this time actually giving enough go to get it to on him. “Be, you’re seriously going to make me pass out. Now practice in a less hot way.” She knew she sounded ridiculous saying that, but she was hot and annoyed and didn’t really care.

“Hmm…” Ben put a hand to his chin and tried to think. He looked around a little, mostly just to look around, and then got an idea.

He started taking long, slow, deep breaths, and tried to calm his own raging flames down. Heatblast’s hair got shorter. Ben then stretched his arms out to either side and tried something else, if he could make heat, could he also absorb it? He took another several deep breaths, and at first nothing seemed to happen, but then, slowly but surely, the area around him got cooler. Not by a heck of a lot, but it did cool off.

Gwen blinked a little as she kept fanning herself. She didn’t really trust it when Ben started acting weirder than normal, and she got ready for something to explode. She quite honestly had little faith in his control.

Ben let out a deep breath and Heatblast’s hair flickered back to its normal length. “Whoa, hehe…” He smirked a little, it was hard to hold in heat, and it kinda have him a head rush, like standing on your head, but he shook it off and took in another few deep breaths, Heatblast’s hair almost flickering out, as he dropped the temperature around him by at least twenty degrees.

It took a moment for her to figure out what he was doing, but the moment she did Gwen was up and standing right next to him. Perhaps a little too close, but she was smiling and sighing in relief as she wiped sweat from her forehead.

Ben relaxed and looked down at her. “Uh… Personal space?”

Gwen just grunted at him. “I’m gonna die, I think your personal comfort takes a back seat to my heatstroke.” She crinkled her nose at him, but was smiling up at him besides.

“Ok… sure whatever.” He just sort of blinked down at her, before holding his arms out again. He took a few deep breaths and drained more heat from anything around him.

Gwen shivered a little, it was that odd feeling of being all sweaty but cold at the same time. She looked up at her cousin and smirked, putting her hands on her hips now that she wasn’t dying of heatstroke. “Alright, so. What type of training do you think I could help out with?”

“Hmm…” He paused, it was a bit of effort to try and keep from setting things on fire, but that game him a devious idea. “Well, you could help me learn to touch things without melting them.” He snickered a little.

She paled a little and took a few steps back from him, but smirked a little. “Alright, I’m bored and feel like being helpful.” She held up a single finger. “So don’t ask why, but I’ll help.”

Ben smirked a little. “Alright. Then let’s get started.” He held out a glowing finger to touch her nose like the alien in those ET movies did.

Her eyes went wide as she yelped and jumped back. “Ben! Are you crazy? You are trying to kill me I knew it!” She put her hands on her hips and glared up at him.

“Awh come on Gwen.” He snickered back at her. “I’ve got to learn how not to melt everything I touch, and you wanted to help.” He leaned to one side, placing his hand on a nearby cactus. It hissed, wilted and parts of it caught fire.

“Oh, so we get to practice not melting things on my Face?!” She crossed her arms and shook her head. “Heck no, nu-huh. Here I have something else…” She reached into her pocket and pulled out a stick of gum. “Try not melting this.” Ben pinched the end of the stick, it sizzled lightly, and then as he unwrapped it, the darn thing caught fire. Gwen snorted. “Yeah, no. Not going to let you touch my face.”

Ben tossed the flaming gum into his mouth, and after chewing on it for a moment, he spat out a black sugary piece of ash. “Well… hmm…” He put a hand to his chin and sat down; striking what he thought was a meditation stance. Heatblast’s hair wilted.

Gwen rubbed her chin a little, before she got an idea. “Hey… we could try with something simple, like here,” She pointed a finger at him. “Try not to burn me.”

Ben blinked and looked over at her before taking a deep breath, trying to drain all the color from his face and almost extinguishing Heatblast’s hair, reaching out and lightly poking the tip of her finger with his own. Gwen quickly winced and pulled back, squeezing her eyes shut she look as if she were about to cry as she cradled her hand to her chest and turned her back to her cousin.

Ben quickly leapt to his feet. “Gwen?” He leaned over her a little, as she started to hiccup and shiver lightly, stumbling to away from him, she kept her hand hugged tightly against her chest. Ben was starting to get seriously worried he’d hurt her, and while being careful not to touch her he started rapidly trying to help. He couldn’t think of too much that he could do as Heatblast, but he did suck the heat out from around them as best he could.

It was about then when Gwen spun around and smiled bigly up at him. “Good job, I didn’t get burned at all.” She tried not to laugh, he was sweet when he wanted to be, but so easy to fool.

Ben glared back at her, Heatblast’s hair sizzled lightly in annoyance, but she just winked at him, blowing a light kiss to him before skipping away. She liked messing with him, and to some degree it was her job as his cousin.

His head flared up from the kiss, but ultimately he just glared back at her. He was the one who was supposed to prank her. He crossed his arms and sat down in the dirt. He needed a way to get back at her.

Gwen laughed and sat back on her rock, crossing her legs as she watched him, wearing a smile from ear to ear. She was quite pleased with how well her trick had worked, but of course with his arsenal of aliens there was no way she was going to get away unpunished, and she knew it… but for some reason, she was actually kind of looking forward to it.

Unfortunately Ben’s head was currently full of rocks. Albeit flaming molten rocks, they were still rocks, and he was having a little trouble coming up with something to get back at her with. He glared across the desert at her, sitting there whistling whimsically as she watched him back, still smiling.

She knew whatever he was going to come up with wasn’t going to be good for her, but she just couldn’t hold down a little giddy feeling. She had no idea what she was hoping for, but she knew she was hoping for something from him.

Ben glared at the ground and listened to Heatblast’s hair sizzle. The ground was sand, he could melt sand and get glass… but what could you do with glass? Gwen yawned a little and laid out on her rock. Ben growled a little, she was practically mocking him. Glass was out there wasn’t anything malicious you could do with glass that wouldn’t actually hurt her.

What else could he melt? Cactuses? Lizards? Rocks? Hmm… Rocks…

Gwen sort of rolled over onto her side, starting to let the searing desert sun warm her like a sunbathing lizard. She was getting bored of waiting for Ben to retaliate, and considered just going back to the Rustbucket. But there was just sort of something about leaving without giving him a chance to get back at her that seemed like cheating.

Ben’s brain wasn’t cooperating. It felt like he was back in school trying to remember the answers for a big test. He never really did well under pressure, unless it was save the world or get blown up pressure. There he was sort of encouraged to do well, here it was just his pride on the line.

Gwen shifted a little uncomfortably, chairs weren’t made of rocks for no reason, and this one was rather hot from long hours in the desert sun. And that gave Ben an idea. He smirked a little and placed his palm out on the ground, sending a wave of slow, rolling heat across it and towards his uncomfortable cousin.

The heat hit her head on, and in an instant she was squirming about, tugging on her clothes, and sitting straight up. Her face was flushed and even as she glared at her cousin with a deeply annoyed expression, she panted and pulled on her sweat drenched shirt to keep it from sticking to her chest.

Ben had his eyes closed and was pretending to meditate, still sending nice slow rolls of heat along the ground toward his cousin.

She knew it was him, and she didn’t bother to say anything as she groaned and tugged on her clothes some more. She panted lightly and then got an idea. Unfortunately for Ben, Gwen was good at tests.

She moaned lightly and whispered his name before collapsing onto the ground in a sandy heap.

Once again Ben leapt to his feet, zipping over to her and almost leaning down to scoop her up before remembering he was in fact, a molten mass of man. “Oh man oh man oh man…”

Gwen just laid there, panting harshly as her small chest rose and fell rapidly, and she let the sweat slowly drop of her body.

Ben blinked a little hopping around, jumping from one foot to the other as he held his head in his hands. “Oh man oh man oh man oh man…” His mind was racing, trying to think of anything he could do to help keep his cousin from dying of heatstroke while he was in fact, the heat. “Oh right…” It was at that point he remembered he could drain heat, and he sat down, right next to her, and started sucking in as much heat as he possibly could in one great deep breath. Frost condensed on a cactus up to a foot away, and Ben felt a little woozy.

“Ah, that’s more like it.” She smirked up at him, tucking her hands behind her head even as she shivered a little.

“What?” Ben blinked down at her, only having one eye open before the full pawnage of what had just occurred dawned on him. Heatblast’s hair practically exploded off his head. “Gwen!”

Gwen scrambling away from him as fast as she could, hands over her mouth as she tried to stifle a raging fit of giggles. “Oh come on Ben, you were so asking for that!” She laughed scurrying to her feet before full out running from him.

This time Ben didn’t even have to think about pumping the heat back up. His angry embarrassment did it for him. “So was not!”

“I couldn’t help it. You’re just so cute when you’re all riled up.” She laughed spinning on her heel a few feet away she tapped her palm to her lips and blew her cousin a teasing kiss, before bursting into another fit of laughter and running away.

Heatblast’s hair just sort of sizzled down to a gentle burn. “What’s with her recently…” Ben muttered to himself, not bothering to pursue her. Not that she went far, just scurrying to sit on a rock a good distance from her fuming cousin. She laid out on her stomach and watched the gentle crackling of Ben’s head, kicking her feet back and forth playfully, head in her hands. Ben’s head sizzled in annoyance.

He really was almost kinda cute when he got mad, of course it could’ve just been that she’d gotten so used to him being a jerk to her that his anger really didn’t mean anything anymore.

Ben needed a new idea on how to get her back, and he needed a good one. A crowning jewel prank of all the summer… and honestly, how hard could it be to prank your cousin when you had super alien powers? He had to come up with something really good.

“Hey Ben?” Gwen hopped up strolling back over to him. “Hey look I’m sorry about that last one, it was kinda a little over the line…” She smiled tilting her head to one side, hoping she’d gotten the chance to apologize before he came up with something truly diabolical.

He smirked up at her. “Hey don’t worry. I’ll get you back for it.” He grinned a little and then got an idea. Ben poked her pants just ever so lightly, not enough to burn them, but just enough to start a small little fire to freak her out.

“Hey Ben!” Gwen yipped and slapped at the flame trying to put it out. “Not again! We don’t need any more pants accidents from you!”

Ben snickered a little, and leaned back on his arms. “Alright, I feel better now.”

After managing to extinguish herself Gwen pouted down at her cousin, before spinning on her heel and sticking her flat butt out at him and walking off back toward her rock, it wasn’t like he’d burned her, but after what had happened last time one of his aliens started messing with her pants, she wasn’t taking any chances.

Unfortunately Ben wasn’t quite done just yet. He flicked a small rock, maybe dime sized at most, personally heated, into one of her back pockets and snickered. It was her own fault really, sticking it out at him like that.

Gwen yelped, jumping around as her pants smoked and she smacked at her backside trying to get it to stop. Eventually she just fell to her knees and smacked her butt down into the dirt, smothering the hot rock in her pocket.

Her cousin was getting a good laugh out of the whole thing. “Hey Gwen, that’s quite a smokin’ booty you’ve got there.” He amused himself to no end.

She stood straight up and stamped her foot after her pants stopped smoking. “I know You think that. You’re always drooling over it.” She picked up a rock and chucked it at him, before marching angrily past him. She was totally embarrassed by her little hot rock dance.

Ben caught the rock, rolling it around between his fingers until it turned into a glowing ember. He was so totally not going to let her live that one down.

Gwen just stomped off until she was sure she was out of his sight, a good four yards away. She rubbed her rear and grumbled about how stupid boys were and how her cousin was just a total pervert whatever his species. She sat down in the sand and crossed her arms over her chest, tugging on her sweaty shirt. She really needed a shower and a fresh change of clothes. |

She glanced back at her idiot cousin, he was busy playing catch with himself and the new hot rock. She was a little concerned with what else he might come up with, but a familiar red light and annoying beeping foretold of her salvation.

The red light of the Omnitrix bathed them both and Ben caught the rock he’d been tossing about, before remembering that it was in fact, very hot. “Ah, ah, hot hot hot!” He bounced it back and forth in his hands before tossing it off into the sand.

Gwen smirked a little, standing up and marching over toward her totally human cousin. “Oh Benny boy.” Now that he was back to plain old Ben, she could totally beat the daylights out of him if she wanted to.

“Uh… “ He sort of blinked up at her, smirking innocently. “Hey Gwen… eheh…”

“You’re dead meat Ben Tennyson!” She leapt at him, wearing a crazed smile as she prepared to reek girly havoc down upon his head.

“Well, uh…” He glanced about before smirking. “You’ll have to catch me first!” Ben laughed leaping up and making a break for it. Not the best plan maybe, but better than no plan.

Gwen broke into pursuit as quickly as she could, she was hot and in a desert after all. She tripped over a few rocks, bumped into a few bushes, but was more or less having some fun chasing down her vulnerable cousin. “Don’t even think you’ll get away! There’s no chance!” She laughed a little and leapt down on him.

“Come on! XLR8, Wildmutt, Ghost Freak! Anyone who can get me out of here!” Ben fidgeted with the watch, but it still shown red. His cousin fell down on him like… well, something really heavy attached to the back of your shirt. He managed a few steps but tripped over a rock and fell forward.

She felt a quick and sudden rush in the bottom of her stomach and crawled up on top of him, pinning him beneath her as she laughed and buried her face in his hair. “You totally fail at running, you know that?”

“I run better as XLR8” Ben pouted and tried to keep his nose out of the dirt. He didn’t bother struggling, he knew he couldn’t shake Gwen off with her sitting on his back like she was.

She nuzzled him again. “My point exactly…” She smirked a little and got off him. “YOU suck at running.”

He blinked a little and rolled over onto his front once she was up off him. Once he saw her smirking at him he pouted. “So you caught me…”

Gwen shrugged a little, blushing a bit and rubbing her arm. “Sorry about that… I’ve been being kind of weird lately huh?” She smirked a little before glancing away before she embarrassed herself any more, and just sort of settled for staring into the sky.

“Yeah, weird…” He smirked back before just sort of nervously scratching the back of his head. “I kinda get the idea…”

She blushed lightly and stood up, shifting her weight from one foot to the other as she tried to think of something to continue the conversation. “Uhm… I’ll just leave you alone now…” She couldn’t, and thusly decided to leave before the situation became anymore awkward. All she could think about was that time in the forest.

“And… What if I don’t want you to leave?” This was probably one of the few points in Ben’s life in which he would actually regret not thinking ahead. His words surprised even him, and had it been anatomically possible he might’ve actually kicked himself shortly after they left his mouth.

All Gwen could do was blink and turn to face him. “You… want me to stay then?” Now Ben was the one being weird.

“Uh…” Though all he could do now was grin nervously and scratch his hair.

“Because if you want I can stay…” Gwen tilted her head at her cousin, taking a few steps back to him and crossing her arms behind her.

“Uh…” Ben wasn’t exactly talented with this sort of thing, and had very little idea of what to say. Well that’s not entirely true, he had a few ideas on what to say, but those ideas had come from either video games or bad westerns, or some hybrid combination of the two, and he was fairly certain Gwen would kill him if he called her ‘babe’ or ‘toots.’ “…Sure?”

“Ok.” She smiled and sat down in front of him. “Well, what do you want to do then?”

“Uh…” Ben was feeling like a galactic sized idiot when the Omnitrix chirped to say it was done recharging. He smirked and jumped to his feet. “I think the question is…” He dialed the watch and slammed the plunger down, and once the green flash had cleared, a serpentine blue alien stood before Gwen. “Where do you want?”

She blinked at him a little, tilting her head. “Uhm… Someplace colder than here?” As soon as she had spoken her cousin zipped off in a blue blur. Leaving her there, slightly confused.

Gwen glanced around, narrowing her eyes and growling before standing up to look for where he’d come back from. It took him a half second, but Ben soon zipped back up behind her, holding a double scoop of ice cream in each hand. “You don’t wanna know how many ice creams can’t survive sixty miles per.” He laughed a little and handed her one.

She smirked at him, leaning forward and giving him a light peck on the cheek before turning away and chowing down on her ice cream like it was a godsend.

“It dawned on me that you’re not friction proof like XLR8 is, so I thought I’d bring the cold to you.” Ben polished off his ice cream in a fraction of a second, cone and all, and completely free of brain free too. Thus was the true power of XLR8

Gwen giggled a little sitting back down as she slowly nibbled on hers. The sticky liquid dripped down onto her fingers, while she just enjoyed the nice feeling of having something cold in her stomach to help the rest of her body fight the desert heat.

Ben wagged his tail a little; he was thinking a mile a minute, mostly about how awesome it was to have a tail and what he’d do if he had a tail all the time.

She ignored him and enjoyed licking off her sticky fingers, gently sucking a single digit into her mouth and licking it completely clean before moving on to the next one and giving it the same treatment.

Her cousin got an idea and was gone again a second later. Gwen sort of looked for him, but paid more attention to getting the sticky off her fingers. At least until he zipped back and tossed a bucket of ice water on her head anyway.

“Ben! God damn it!” She yelped and started shaking lightly, trying to rub the water off her as she stood up and swore. She normally didn’t swear, but when you were standing next to an extra terrestrial annoyance like Benjamin Tennyson, in the middle of a desert because your extra terrestrial RV broke down for the gazillionth time, and you were soaking wet and shivering because the aforementioned extra terrestrial annoyance happened to think it was funny to feed you ice cream and then dump ice water on your head. Yeah it seemed like a good time to swear.

“Hey just thought you could use to cool off a little.” Ben just chuckled, wagging his tail back and forth as he did so. Messing with Gwen was fun.

“N-n-nnow I’m c-c-cooold…” She shivered and glared at him, on some level surprised she could go form hot to cold so fast without something going seriously wrong.

Ben snickered at her, zipping from one side of her to the other as he mentally poked at his dripping cousin. “Well you’re soaking wet… That might have something to do with it.” He snickered again and bolted off for something new to torment her with.

Gwen pouted and stood there shivering a little more before she got a devious idea of her own and smirked. She started to take off her shirt. She was going to out bluff him, although ‘bluff’ probably wasn’t the right word exactly…

When Ben zipped back holding an outfit his mother would’ve grounded him for just knowing existed, he couldn’t believe his eyes and dropped his latest idea where he stood. Gwen was standing there completely topless, folding her shirt before setting it on the ground and rubbing her bare white stomach to try and warm it up.

While Ben stared at the arching stretching Gwen for a good thirty seconds, XLR8 couldn’t be distracted for too long, and he soon zipped off again.

She hadn’t even noticed his temporary return, and probably thankful for the both of them as should she have caught him staring, they both would’ve felt awkward. Particularly after their last alien involved clothes removing experience.

Though she was starting to wonder what was taking him so long, XLR8 could’ve crossed the globe in the time he’d been gone.

Although China would have to wait, because Ben was currently involved in a much more scintillating excursion, Gwen’s underwear drawer. He was actually quite surprised at the variety she own. He always sort of pictured her as a plain white or blue kind of girl. It took him a minute, but he did finally remember what he’d been doing before becoming mesmerized by Gwen’s cute little cat panties, and he remorsefully zipped away from his cousin’s underwear, completely unaware of just how creepy going though your cousin’s underwear was.

Gwen was untangling her hair, or at least trying too, it wasn’t working very well. Although she soon decided that it was sort of silly to just have her shirt off when her pants were just as soaked. So, she slipped out of them, and kicked off her shoes too boot. Standing in nothing but slightly damp, from sweat and ice water, blue and green panties, as she laid her clothing out on the rock she’d been sitting on, before doing just that, and sitting next to her soaked clothes.

The hope was, that the hot dry desert heat, and the hot dry desert rock would help dry her clothes out faster, preferably before her cousin returned with something else to torment her with. Or their Grandpa figured out some way to fix the Rustbucket.

Ben finally zipped back, out of effective ideas on how to torment Gwen. Although the moment he spied her sunbathing in her panties in the middle of a desert a good distance from the highway he got an new one.

In a single blue flash he managed to snatch her clothes out from beside her, and throw them decorative out on top of the tallest cactus in twenty miles. Fortunately the tallest cactus in twenty miles was only about ten feet away, though it did take him a couple of seconds to make the clothes land just the way he wanted them.

Gwen noticed at about second two, blinking over at where her clothes had been, before grunting in anger and just laying back out on her rock. “You’re a jerk Benjamin Tennyson.”

He zipped up to stand in front of her, hands on his hips as his visor lifted up and he snickered. “Heheh, make that a hilarious jerk.” He snickered a little more and wagged his tail.

She just glared at him, not bothering to get up, laying out on a nice warm rock while ninety-percent naked was actually pretty comfortable. “Get me my clothes back Ben… Before I kill you.”

Ben zipped about two feet further away from her, the zipping was kind of unnecessary in all honestly but it was fun. “Get ‘em you’re self Gwendolyn…” He snickered again. “They’re right over there.” He tossed his head toward the decorated cactus. He’d actually been very careful that the cactus barbs didn’t puncture her clothes in anyway, but also so they were draped over said hostile vegetable in such a manner that someone shorter than six feet or so could not reach them.

There was the slight draw back that XLR8 was only about four nine, but Ben had never been one to sweat the details, particularly when they were only a few points.

Gwen just groaned, sitting up and stretching, now in nothing but her, rapidly drying, underwear. She smirked a little and hopped off the rock, sauntering toward the cactus with a distinct and deliberate sway of her hips.

A sway which did not go unnoticed, to the boy who was but a moment ago thumbing, well clawing, through her panties, he zipped over behind her and leaned down to be on head level with her rear. Sure he was totally eyeing her rear and being totally obvious about it, but Ben was never really one for discretion, and XLR8 didn’t see any point.

She smirked a little but waved her hand at him dismissively. “Yeah yeah, take a picture XLR8.” She smirked a little and kept walking as she had been, despite her protest, she sort of like the attention.

Ben zipped away for a second and then reappeared with a camera, snapping a series of picture featuring his unclothed cousin from various angles.

Gwen’s eyes went wide after the first flash and she gasped, struggling to cover herself up as she blushed violently. “Figure of Speech! Figure of Speech!!!” She tried to cover her face, and the rest of her at the same time, which didn’t work terribly well and actually made for a pretty good photo opt as far as the snickering blue photographer was concerned.

She dropped to her knees after another half dozen photos, just sort of biting her bottom lip and covering her face as she sat there trying not to blush. “B-Ben… You totally pervert.”

“Oh you want perverted?” Ben smirked at her, snickering a little as he got that ‘I can do so much worse’ look on his face.

Gwen paled. “Don’t you even touch me!” She tried to jump up and get to her clothes before Ben did whatever he was thinking of doing to her, of course she didn’t make it far. Ben was XLR8, and even with a head start she didn’t have a snowball’s chance. It took him about a half a second to strip her of her last piece of clothing and pin it up on top of the cactus like a crowning prize, before positioning himself perfectly between the now naked girl, and the rather well clothed cactus, camera in hand.

She just sat there for a second, trying to cover herself up, and wearing her own, mournful ‘how could you do this to me?’ look. She just felt so exposed, out in the middle of the godforsaken desert, completely stripped of her clothes, standing, kneeling, before a mean blue alien with a camera.

Ben snapped a picture.

Gwen sniffed and started tearing up. She bit at her bottom lip trying not to give her cousin the satisfaction of seeing her cry as she didn’t bother to cover herself anymore.

Of course there’s nothing like making a little girl cry to make you feel like an A class heel, even if you’re her cousin, and especially if you’re a little boy, well, a little boy currently transformed into a large blue lizard man, but regardless of his current species, Ben felt bad and put the camera down.

“Awh… come on Gwen… You know I didn’t really mean anything by it…”

Gwen covered her face and curled up a bit, trying to hide everything as she continued to try not to cry. She was seriously upset, Ben had totally just crossed the line. No he had just parade a stampede of bison over the line, then come back and taken a tooth brush to erase what was left of the line. He had totally destroyed the line.

Ben tried to think of a way to put things right again. He spent about thirty seconds spinning around the cactus trying everything he could think of to get her clothes down, unsuccessfully, before turning to her and pouting for another half a second.

“Oh wait I know!” He smirked a little and in around 2.789 seconds he had stripped off XLR8’s body suit, and stood before Gwen in all his scalely blue naked glory.

She looked up just long enough to see him naked before covering her face again. “WH-what are you doing!” She buried her face back into her hands, not crying anymore, but blushing rather furiously.

Ben just stood totally naked in front of her, rather thankful for XLR8’s species possessing a genital sack, so at least his non-dangling parts didn’t dangle.

“How is this helping Ben?!” Gwen covered her eyes some more, trying to scoot away from him while squeezing her legs tightly together and blushing so hard it hurt.

“Well, I can’t reach your clothes.” He zipped over to stand next to the cactus, arm out stretched to show that the clothes, were in fact higher up on the cactus than XLR8 could reach. “So.” He smirked as if he was about to present the greatest idea ever. “Now we’re naked, Together!”

Ben was an idiot.

“Ben you’re a total idiot!” And Gwen knew it. “You can reach Your clothes! We can’t be naked when we go back to the Rustbucket Ben!” She hugged herself tightly, leaning forward a little and inadvertently spreading her legs wide enough for her bare, pink, slit, to show. “And Why would it matter if you’re naked with me or not! Either way you were totally mean!!” She squeezed her legs back together as she glared and pouted at him at the same time.

Ben’s eyes shot to her slit, just from the pure forbiddances of it, and he swallowed hard, trying to keep himself, or XLR8 rather, from becoming aroused. “Chill chill Gwen… Once I’ve changed back we can just wait for the watch to retime, and I’ll turn into Fourams or Stinkfly or Diamondhead or someone and get them down.” He swallowed hard again and made a point of staring over his cousin’s head.

“And you promise this isn’t just another mean prank or something?” Gwen looked him up and down, taking a few deep breaths of her own, though she was more trying to see if he was lying than eyeing him. He wasn’t even her species, and he was related to her!

“Eh.” Ben shrugged. “I might make it into one later, but for right now it’s just plain old fashioned guilt.” He smirked at her a little, actually kind of getting used to being naked as XLR8. Something about reptiles and deserts just felt right.

She just sort of pouted at him and crossed her arms over her chest. “Well at least sit down so you’re not eyeing my parts.”

He blushed, which caused XLR8 to turn a little purple. “Heh… you noticed that huh?”

This time Gwen blushed. “Uhm… now, I was just kinda saying… Well, guess now I know…” She smirked a him a little and patted the sand next to her, trying to get him to sit. Ben blushed a little more before zipping over to sit next to her, and wrapping his tail around himself. He was zipping a little slower now that his parts dangled. “Well…” Gwen looked over at him and sort of forced a smile. “Guess I’m not the only one acting weird huh?” She actually smirked a little.

Ben clawed at the back of his head and unwrapped his tail. “Heh… yeah… puberty’s a bitch huh?” He had no idea what that meant, but it felt like something that should be said at that moment. Or at least something that would’ve been said at that moment if their lives were a TV show.

“I guess so…” She chuckled a little and nudged him with her elbows. “But my weirdness is all your fault anyway.” She laughed a little.

“Hey,” He crossed his arms over his chest and nudged her back, using his tail. “What’d I do?”

Gwen tilted her head to one side as he nudged her, still smirking a little. “Oh well, let me tell you a little story… It was about a week ago, we were in the woods, you turned into Wildmutt, and then all of a sudden decided ‘Hey Gwen doesn’t need pants.’” She gave him a look, and then just sort of sighed and leaned against his larger alien form.

“Totally not my fault; you had something on you that smelt really good.” He shrugged a little and sort of wagged his tail behind them as the watch started to beep. “I couldn’t help myself.”

There was a bright red flash, and then where XLR8 had sat now sat a naked ten year old Ben Tennyson, and where the alien’s speedsuit had been, was now Ben’s shirt, pants, nasty smelling socks, shoes and briefs.

Gwen still leaned on him, her eyes lightly closed. “Ben… that was me.” She knew how the story went. She’d been awake for all of it.

“Nawh, couldn’t have been…” Ben was still a little confused as to some of the finer details. “I mean this smelled really really nice, it was like… sweet, but not sweet at the same time, and sort of had this like, musk to it. But not like sweaty locker-room musk, or week old socks musk, more like… dried flower juice or caramel or something…” He tilted his head back and stared up at the sun, remembering that sweet delicious smell that had so captivated Wildmutt. It was a little arousing just remembering, but then again, Wildmutt did have a good sense of smell. “An’… as Wildmutt it wasn’t just like I smelt it, it was like, I was drowning in it or something. It like, blinded me, and it was all I could think about. The whole world was just the totally awesome maddeningly delicious smell!”

Gwen’s cheeks probably couldn’t have gotten any redder if someone had painted them, and she’d stopped leaning on her cousin about half way though his description. She was sure it was her he’d been smelling, after all, Wildmutt had just been so frantic to get at her pants, and then once he’d had them he’d totally lost interest in them. He’d just been interested in her, lower parts… “Ben, do you remember it at all?”

“Well, kinda… I mean it was like…” He paused for a second, trying to figure out how to describe having broken memories to someone. “Ya know how you’re supposed to get drunk, and then the next day you can’t remember what you were doing while you were drunk, but you get the general idea of like where you’d been and stuff?… Well it’s kinda like that, only the general idea is in Wildmutt vision.”

Gwen kept blushing, if she hadn’t of been so embarrassed, she might’ve noticed it was starting to hurt. “Th-then you’re probably right… it was something in my pocket or something…” She fidged with her fingers and stood up, starting to pace back and forth in front of Ben, just for something to do.

He scratched the back of his head and smirked, somewhat eyeing her naked form as she paced, again, mostly just because he knew he shouldn’t. “Yeah… but, the thing is, I kinda remember you not having anything in your pockets…”

“That’s because you took my pants off you jerk.” Gwen felt better when she had something to yell at Ben for. “Apparently whatever was smelling so nice was more on me than my clothes.” She stuck her nose in the air and put her hands on her hips. Though she wasn’t consciously aware of it, Ben had been right, not being the only one naked helped her forget she was which also caused her to sort of parade herself in front of her male cousin… but pros and cons.

“Huh…” He blushed a little more and tried to keep his head down as some of it came back to him. “Well it was probably just that you had some perfume or lotion or girly soap or something that gets Wildmutt’s drunk or something…” He scratched the top of his head, using that as an excuse for having an arm over his head to try and keep from staring at the naked girl five feet in front of him.

She nodded a little. “Y-yeah, that’s probably it.” She rubbed at her arms a little and turned to face him. Just because he didn’t remember didn’t mean nothing had happened. She still felt modest, and it was hard for her to keep her hands at her sides.

Ben’s eyes made a quick pass over her, and his dangly parts stopped being quite so dangly. He gulped and hoped she hadn’t noticed. “Heh, yeah… that’s got to be it.” He kept scratching at his head and actually turned to stare, not at her.

A particularly gold desert wind blew by and Gwen shivered, glancing about as she was reminded she was naked. “H-hey… how’s the watch? Can you get my clothes now?”

“Nawh still in the red…” He smacked at the Omnitrix a little. What? Just because it was super advanced alien technology didn’t mean hitting it wasn’t going to make it work faster. This was science!

“O-ok…” She nodded a little and walked back over to him, standing right in front of him. “H-hey why did you… want me to… not leave, earlier?”

Ben had a hard time not staring at parts of her other than her face. “Tsk… I-I don’t know, I mean, what’s the fun of being an alien superhero if there’s no one to see you do it?”

Gwen smiled and sat down where she was. “I got cha.” She smirked a little and reached forward ruffling her hair in more of a sibling manner than cousins.

“Hey! Watch the hair.” He didn’t appreciate it too much, and sort of glared back at her. But more so he was trying to keep her from looking between his legs, and noticing his rather impress, for his age, erection.

She smirked a little, nibbling on her bottom lip a little as she leaned back, the warm sand felt kind of nice against her bare butt. “Sorry sorry oh well groomed one.” She chuckled a little and winked at him before looking over at her clothes.

Ben’s eyes took another trip up and down her frame. His breathing was starting to get a little heavy, mostly because his blood was otherwise occupied. Gwen glanced back over at him, blinking curiously. “You ok?” She leaned forward a little, reaching a hand out to feel his head.

He kinda freaked, blushing fiercely and shoot his hands down to cover himself. “What? Me? Nawh I’m Fine, fine… Totally fine.” He forced a weak laugh and smirked at her.

She knew he was acting weird, but she had other priorities at the time. “How’s the watch?” She’d noticed him try to hide himself, but in all honestly, she couldn’t really bring herself to be upset.

Ben blinked, totally not believing she’d bought it, but looked down at the watch. He smacked it a little, the motion of doing so caused him to temporarily expose himself. “Nawh… still in the red.” He turned his arm to show her the red read out, as if she didn’t believe him. “Stupid thin never works when you need it to.”

Gwen just sort of sighed and shrugged. “Oh well. Not like I mind.” She sat back, not bothering to cover herself. She wanted to tease him, not in a seductive way, but in a girl teasing boy way. She just happened to be teasing with a slightly wet and pinkened slit exposed to him.

“Y-you don’t?” Ben noticed, to be perfectly honest, he would’ve been hard pressed not to notice. He was having a hard time not looking between his cousin’s legs.

She shook her head. “Nope, not really, I feel safe around you.” She smiled and stretched her back out, laying down and staring up at the sky.

“Oh…” He had no idea how to take that, but he did know he couldn’t not stare at her naked body at this point, mostly from the waist down and knees up.

She just sort of sighed and looked down at him. “Hey, come on, don’t just sit there. Lay down with me.” She knew she was pushing it, but she deserved a little pay back.

“Uh…” Ben wasn’t entirely sure that was a great idea, but he was never sure if most of his ideas were great ones and went with them anyway. “Sure…” He smiled a little and laid out next to her, cupping his hands over himself to keep form sticking up.

Gwen sort of snuggled closer to him. He was a different source of heat, and it was sort of comforting, mostly because all her teasing was starting to get to her in much the same way that it was getting to Ben. He just sort of laid there staring up at the sky. He was very confused and more than a little concerned that his cousin was going to notice his, ‘condition’. That, and to top it all off, Gwen smelled really nice…

The watch beeped.

“Hey! It’s ready!” Gwen sat up, leaning over him a little. “Now you can get my clothes!” She was grinning ear to ear and nudged him happily, sort of just leaving her hands laid out against his naked chest for second.

Ben hopped up, without moving his hands. “Yeah.” He turned away from her before moving his hands from covering himself to dial the watch. “Alright, so who are we thinking? Fourarms? Diamondhead? Stinkfly?”

“Hmm…” She rubbed her chin a little and tried to think. “That’s a good question… It’s got to be something I can stand being around for the next thirty or forty minutes.” She put her hands on her hips and looked over at the cactus.

“Well, Fourarms could reach them easy, but Diamondhead wouldn’t have to worry about the spines.”

“Yeah, but those guys are really strong, you’d totally be able to take advantage of my weak human self as them.” She was totally teasing him, but she was also sort of skeptical about letting the boy who in the past two hours had nearly given her both heatstroke and hypothermia, turn into something that could squash her like a bug.

Ben just sort of laughed. “Awh come on Gwen, you know I’d never hurt you. Taunt you, harass you, molest you and mock you sure. But never hurt you.” He smirked a little more and stood up, rather unaware of just how much standing in profile showed off his erection.

Gwen blushed and tried not to stare, which she was much more successful at than her cousin had been. “When was molest added to the list?” She tried to cover up a little and took a step back.

“Huh? Did I say molest?”

“Yeah… you did.”

“Huh, didn’t mean to, sorry.” He just sort of shrugged and looked down at the watch. “Anyway what alien are we thinking of?” He dialed through them. Ripjaws was out, Ghostfreak freaked Ben out, and Greymatter was too small.

“Well since I suppose I don’t have to worry about you hurting me in whatever, then I don’t care.” She just sort of shrugged a little, walking over to the cactus, staying far enough away to keep from getting pricked.

“Alright Fourarms it is!” Ben smirked and dialed in the big red alien, his personal favorite, and smacked the plunger down. Gwen winced a little at the bright flash of green light, and peered around the cactus looking for the big red multi limbed alien.

Though she didn’t find him.

“Whoa…” Ghostfreak floated where the naked Ben once stood. Nudity meant nothing special to the spectral alien and he floated there as he normally would have, just sort of confused as to why he was there.

Ben blinked a little, bright desert daylight was sort of hard on the ghostly alien’s eye, and though he remained in control the alien did have some influence. He ran his eye up and down the split and sort of blinked at his cousin. “Gwen…” He blinked a little more, sending the eye back to where it belonged. “You look… different.”

Gwen grimaced a little and sort of hid behind the cactus. “Oh yeah?… How so?” She would’ve been lying if she’d said that Ghostfreak didn’t give her the willies, but he was just sort of creepy.

He phased through the cactus and sort of loomed over the naked red headed girl, somewhat inspecting her. “Yeah… an’ I don’t know how… you just seem… Less dorky.” His eye roved up and down her body, moving across his as it did so. Ghostfreak thought she was cute, and thus, he was making Ben think she was cute, and given the fact that Ben had already been rather aroused when he’d morphed, the two consciousnesses were debating having sex with her. “And a lot sexier.”

Gwen visibly shivered and started backing away from the ghost kid. “Ok, ok. I get it. Now knock it off. You know Ghostfreak freaks me out…” She really wanted to get behind something he couldn’t phase through, but at the same time, she couldn’t help but like being called sexy…

“Hey Gwen…” He completely passed through the cactus, leaving her clothes totally behind him.

She shivered again, wincing a little as she looked up at him with a forced smile. “Y-yeah Ben?”

“You remember what you did with Wildmutt?” He floated around her, sort of curing his ghastly form around behind her.

She blushed and went back to trying to cover herself up. “Y-yeah, but, wh-what about it?…” It took a second, but soon the cogs clicked into place and she held up a deterring hand. “Ooh no. Nu-uh…”

“You wanna do it again?” Ben phased his head through her hand and stared at her eye to eyes.

Gwen yelped and pulled her hand back. “W-well sure, I guess…” She was still somewhat aroused from their early teasing, and it hadn’t been like what they’d done with Wildmutt was awful… “B-but not like that! You’ll probably end up sucking my soul out or something!” But Ghostfreak was out of the questing. The thing already had personal space issues, what with literally floating through something during a conversation.

“Hmm…” Ben tilted his head to one side, just sort of circling around her head. “Then how…” He was circling a lot like a predator would a helpless little bunny rabbit. “Because I don’t know if Ghostfreak is going to let me control myself…”

Gwen paused and blinked, being treated like a helpless little bunny rabbit was one thing, but Ghostfreak wasn’t going to let Him control Himself?! “Excuse me?” She stared right into his purple eye. “What do you mean HE might not LET you control Yourself?!” She practically screamed at him, before jumping back and glaring, hand on her hips, right into that beady little purple alien eye.

Ben lunged forward and grabbed her by her shoulders, several black and white tentacles wriggling out from the central split in Ghostfreak’s cowl. One wrapped itself around each of her thighs, another two hooked onto her waist, being rather gentle as far as ghostly tentacles went. And one last, significantly more phallic tentacle wriggled itself against her bare, though still slightly damp, crotch.

Gwen let out a shrill, though still slightly muffled squeak, and squeezed her eyes shut. The tentacles felt really weird wrapped around her naked skin, and this whole thing was getting kind of scary. “B-ben! St-stop it!”

“I…” For all intensive purposes Ben really did want to stop, well, it was more that he knew he should stop… “Can’t.” But he sort of didn’t ‘want’ to stop Ghostfreak, particularly after his genitle tentacle pushed its way inside her. It was thinner than Wildmutt had been, but longer, and rather independent, wriggling and wiggling about inside her as it pushed and twisted about, undulating as it attempted to rub against every part of her simultaneously.

She gasped and arched, chirping lightly as she felt something push its way inside her again. She tensed up, but didn’t really struggled. She’d have lied if she’d said she didn’t kind of like it. “T-tell him to…” She bit her lip a little. “Stop it Ben… Th-this is really creepy…” She felt herself tighten and squeeze down around the thing penetrating her.

“H-He’s not listening…” The tentacle kept pumping in and out of her, twisting and wriggling about inside her as Ben and the other tentacles held her still, slightly aloft in the air.

“B-Ben…” Gwen gasped and started shivering a little, before she bit her lip lightly and arched, rolling her hips down into the tendril. She bit her tongue lightly, trying to keep quiet, despite the strange feeling of having something twist around inside you. He just sort of hovered there, the primary tendril rhythmically pumping in and out of her practically of its own accord.

Gwen leaned towards him, just sort of curling herself around him. It was worrying to know that he couldn’t completely control himself as Ghostfreak, but he hadn’t exactly been in control of Wildmutt either…

She winced a little as the tendril pushed against her deepest spot, causing her body to squeeze and tug on it as the thing as it squirmed around inside her.

Ben leaned down a little to scoop her up, or rather let her lean over his shoulder. He floated a little lower as his long tentacles gripped at her and slowly pumped her in and out of her.

The genitle tentacle wasn’t so much pumping her as it was just twisting about inside her, rubbing its lengths around the edges of her insides pushing itself against her wet folds as much as it could.

Gwen closed her eyes, leaning against him as she panted softly. Her insides continued to squeeze and shake around him as she shivered and winced a little more. Her insides throbbed with a dull heat that was unlike anything the weather could muster; a damp, hot, searing heat that made her wriggle and writhe uncomfortably.

Ben moaned a little more as he pumped in and out of her slowly, but firmly. Each time his genitle tentacle slowly rocked itself out of her, it would curl up against her folds and rub its lengths roughly against her damp slit, only then to push itself back in, unraveling from around her core.

His cousin gasped softly before nuzzling him. She wasn’t really struggling anymore, the heat from her core so overwhelmed her that she was really starting to like this form. Not because of how it looked, or sounded, but that tendril really knew how to treat a girl.

“B-ben…” She panted lightly, as tendril pushed up inside her. “A-are you controlling th-that… Ha” She whimpered lightly and bit her mouth closed, simply to keep from chirping.

Her alien cousin hissed out a light pant. “S-sort of…” He would’ve been out right panting, but Ghostfreak didn’t actually need to breathe. That alone creeped him out about the alien, but it was also mildly unsettling to have tendrils.

Gwen moaned and arched her back, rocking her hips down into the loving tentacle as best she could. “G-good… be-because I’d…” She moaned, and hated herself for it. “I’d rather do this… with, with you, than with G-ghostfreak.” She didn’t care if she offended the alien by that. She was too busy concentrating on the hot dull throbbing feeling within her to think about what she said.

Ben blushed at the comment. Or at least he would’ve had it have been possible in Ghostfreak’s body. His tentacle pumped his cousin, pushing a little more of itself into her each time it dove into her hot sticky core, only to pull back, just before it reached resistance. Curling about inside her, and flexing to each side before coiling around her sex as it retreated.

Gwen tensed, burying her face into whatever part of the amorphous alien she could. She was shaking a bit, the tendril was just a little too big for her, and he would stretch her out each time he pushed in, but it would only rarely hurt. The heat and her constricting body too distracting for her to notice any real pain that managed to piece through all the nice thrusting her alien cousin was doing.

He held her to him, tentacles still wrapped around her, though more gently now as they just sort of held her up, pressed against their origin within the creature’s shroud. The primary one continued to rock in and out of her, pressing and curling around in and outside her.

“B-Ben…?” His cousin blushed a little, her body starting to twitch as she rubbed against his twisting appendage.

He leaned down next to her, his tentacle pumping in and out of her a little rougher as Ghostfreak sense what she wanted. “Ye-yeah?”

Gwen moaned a little more as she arched and pressed her hips down toward him. “Pl-please Ben…” She panted lightly blushing. “J-just a… a bit harder?” She blushed furiously and tried to cover her face, completely embarrassed by her request.

Ben nodded, and Ghostfreak drove himself into her with renewed force. It was difficult to maintain proper without hips, or legs, or any contact with the ground at all for that matter, but somehow the spectral alien managed it.

His cousin gasped, tossing her head back as her eyes slid closed and her body squeezed down around the alien protrusion even more. The throbbing heat inside her was starting to pulsate, as she arched and wriggled down against his thrusting.

Ben held her up, tendrils holding her all around her as he pumped in and out of her rhythmically, curling in and out of her, swirling about inside her, stirring her up and then popping back out only to push back in and repeat the process a moment later.

She was breathing hard and panting harder. Her teeth clenched shut to stifle the occasional chirp. One escaped her and the flood gates were opened. She moaned and chirped and let her mouth hang open with her head tossed back as the overwhelming friction quickly spilled over into a full fledged orgasm.
She shivered and rocked against him, clinging to her alien cousin needily.

Ben phased his arms through hers, wrapping them around her while at the same time draping her over his shoulder. He kept pumping her relentlessly, twisting and curling about in, and outside her. He rolled his length over her crotch as he pulled out, and then wriggled his way back in.

She chirped madly, pressing herself down against the alien tendril as white hot light swallowed her vision. She wriggled and gasped weakly as her insides clamped down around her cousin. A hot liquid started slipping out from her slicking him up each time he pushed and twisted into her. He hissed and panted, his tentacle still pumping its way in and out of her, twisting about in the new lubrication as it pumping in and out faster and faster, rolling and twisting about.

Gwen began to move with his thrusts, gasping and chirping as she bounced with his thrusting. He body still squeezing against him as she shivered and tried to ride out her climax. Ben panted with her, not for lack of breath, but because his human psyche wanted him to pant before he climaxed as well.

His cousin was still squirming, her panting getting less and less harsh as she calmed down, and she rocker her hips weakly against him. Still biting her bottom lip as she whimpered out his name, trying to help him along, and give him some idea of how well he’d done.

“Oh… Gwen…” Ben breathed, before he too climaxed. His tendril buried itself into her, spraying out a thick, thicker than human, white-grayish goo. It filled her so thoroughly that the tentacle was forced to pull back to keep from hurting her, and even after it’s exit it still sprayed hot goopy shots in short hot bursts.

Gwen gasped and clung to her cousin tighter as she felt the hot thick liquid gush from inside her, and then slowly drip out. She shivered and arched, her light green eyes sliding open as she panted softly, watching him with empty clouded vision.

Ben phased free of her, his tentacles removing themselves from coiled around her, if only for a moment before they grasped around her head, the primary one pushing its way into her panting mouth as it continued to jet forth sticky hot goo.

She gasped and gurgled weakly, trying to struggle as much as she could against the new, almost unwelcome, actions. Gwen tried to ignore the bitter taste and she yipped as some of the hot goo got down her throat, making her gag and tear up lightly.

Ben, or rather, Ghostfreak, held himself down her throat until he was done. The tendrils then released her, and his genitle tentacle pulled itself from her. All of the alien’s tentacles hung out for only a second before retracting into the spectral creature’s body.

“Woah…” Ben blinked a little, he wasn’t at all tired, and that just felt plain weird.

Gwen was coughing and sputtering as she rubbed at her mouth, trying to get the thick gunk off her as best she could. It was official, Ghostfreak liked it kinky, and was a bit too forward about getting his way.

Ben cast his gaze down toward her, and smirked a little. “Heh…” Of course Ghostfreak couldn’t really smirk. “I’ll get your clothes now.”

His cousin pouted up at her, a drop of the thick gray goo still clinging to her chin. “Thank you.” She managed to get the last of the goo off her face with a few more swipes, but her lower half was a different matter. The pale white sludge was practically pooling around her blushed pink opening.

It didn’t take Ben half a second to get pluck her clothes off the cactus, even being careful not to catch any thrones with them as he did so. He folded them in one hand, and floated lightly back to her before he noticed the pool she was sitting in. “Uh…”

Gwen was mostly just trying to ignore it as she glared up at him. “Ghostfreak… Is NEVER going to get any from me ever again!” She crossed her arms and blushed violently. “And neither are you Ben!”

“Hey! What’d I do?!” Ben blinked at her as he held her clothes out above her head, just a little too high for her to reach.

She stood up, and the white stuff ran down her legs for a moment before she collapsed down and tried to cover it up. “It d-doesn’t matter! If you could control the damned thing then I wouldn’t have to worry about being molested by a ghost, alien, Thing!”

“Hey I was trying to go Fourarms! If you wanna be mad at someone be mad at the stupid watch!” As if in protest to being the scapegoat, the Omnitrix started beeping as it timed out.

Gwen pouted up at him a little more before holding her stomach and paled. “Oh great Ben!” She glared at him. “Now I’m hurt! I liked it a lot better when you just fell asleep! At least then I could be nice to you!” She pouted a little more. Of course Wildmutt was a lot nicer to her than Ghostfreak to begin with, but still.

The watch flashed, and Ben stood there, wearing his cousin’s clothes. Apparently the Omnitrix had some issues distinguishing between clothes you were holding and clothes you were wearing, but any piece of technology was bound to have a few bugs right?

Gwen blinked at her cousin for a second before just sort of sighing and laying back in her goo pool, staring up at the sky as she rubbed at her eyes. “Just… give me my clothes back Ben.”

“Right.” Ben moved to get them out of his hands before he noticed he was wearing them. “Hey what the! Ew! I’m wearing girl’s underwear!” He was stripped naked in half a second, acting like his clothes were on fire or infected or something worse. His cousin just rolled her eyes and sat back up, tapping a finger against the ground as she waited for him to give her her clothes back.

It took him a second but Ben tossed her clothes at her as he removed them, delicately removing her underwear as they tended to pinch him in a few uncomfortable places before tossing them too over at her before going over to get his own clothes. “Stupid watch…” He muttered under his breath.

Gwen picked up her clothes and hugged them to her, delicately handing them to make sure they didn’t get drenched in alien ghost gunk before glancing back at her cousin. “Ben! Wait a sec…” She held a hand out to get him to stop before wobbling ineloquently to her feet. He glanced back at her, his hands on his hips. His erection gone, and his manhood back to boy-sized proportions.

She wobbled over to him, as unsteady on her feet as a new born horse. She held her clothes to her chest tightly. “I’m sorry.” She sighed a little. “I didn’t mean to yell at you.” She looked genuine about her apology and smiled once she stood next to him.

Ben scratched the back of his head a little and sighed himself. “Eh, no big. I guess I did kinda let Ghostfreak get a little carried away there at the end… but I was kinda distracted ya know?” He smirked a little, chuckling lightly as he threw his shirt on.

Gwen blushed some more, but smiled. She rubbed her mouth with the back of her hand one last time before leaning over and kissing her cousin, soft light and quick, before she walked back to her rock to get dressed.

He blinked, dumbstruck for a second before he blushed and scratched the back of his head, becoming very interested in his feet as he pulled his shorts and pants back on. “So uh… this was uhm… fun?”

She blushed a little more, but nodded. “Y-yeah. It was.” She felt so very lame. There just wasn’t a non-awkward way of talking to him after something like that. “I really liked it…” She blushed a little more.

Ben got himself dressed rather quickly before he smiled over at her, still interested in his feet, and still scratching at the back of his head. “So uh… Maybe we can do this again sometime?”

Gwen pulled her shirt on, her pants and panties already on. She bit her bottom lip a little and brushed a lock of hair form her face before smiling back at him. “I-if you’d like to… I’d be ok with it…”

Her cousin chuckled lightly, and rubbed at the back of his neck, actually able to make eye contact with her this time. “Heheh… yeah… That’d be kinda awesome.” He smirked and blushed a little himself.