Ben 10 Porn Story: Ben and Kai

“Are you alright Ben?” Gwen asked her cousin, frowning at her own concern the morose boy who stared out the side window of the Rustbucket at the red streaked bluffs flowing past the window.

“I’m fine,” Ben said in a voice that said he wasn’t as he watched the passing scenery.

“If you say so,” Gwen said. “I’m going forward to sit with Grandpa Max. At least I can carry on a conversation with him.”

“Whatever,” Ben said with a wave of his hand.

“How’s Ben doing?” Grandpa Max asked as Gwen sat down in the passenger seat and strapped in.

“About as well as you’d expect,” Gwen sighed. “Last summer Kai broke his heart and now we’re going back to visit her and her uncle. How do you expect him to react?”

“I know,” Max said with a sigh of his own, “but Ben had to deal with the pain sooner or later, and I couldn’t exactly turn Wes Green down when he asked us to come for a visit. Ben should be alright as long as he keeps reminding himself that he has Jane waiting for him back home.”

“But he still has to remember Jane while he’s facing the girl he had his first major crush on,” Gwen pointed out. “The weird thing is I thought Kai had a thing for Ben at first, then when I found out she was just interested in him because she wanted to make a pet of him when she thought he was turning into a Native American werewolf. When I realized that Kai was only playing with Ben’s emotions I was almost ready to hit her right there, but I managed to restrain myself, and I guess I can understand where she was coming from, but she better not play any games with him this summer.”

“You’re right about that,” Max growled, “I don’t care how good a friend Wes Green is, if his niece plays with my grandson’s emotions again I’ll . . . Well, I don’t know what I’ll do, but it won’t be good.”

“And I don’t think Wes will be too happy with her either,” Gwen said.

“No he won’t,” Max sighed, “he was disappointed with her last summer, if she does it again we may have to wait in line.”

After several seconds of silence Gwen said, “We’ll have to keep a close eye on Ben and Kai, and if something happens we’ll have to remind him about Jane.”

“You can do more than that,” Grandpa Max pointed out, “if Ben does start to fall for Kai again you can always remind him of what you have to offer with a good blowjob or a good hard fuck.”

“I wish it was that easy,” Gwen sighed, “I gave Ben a wake up blowjob this morning and he didn’t even seem to notice, he just kept talking, wondering what Kai was doing.”

“If it happens again just remind him how good Jane’s mouth would feel on his cock, or how tight her pussy is when they fuck,” Grandpa Max said, concentrating on the road ahead. “I’m sure you’ll think of the right thing, you just have to keep doing it.”

“I’ll try grandpa,” Gwen said with a weak smile. “In fact I may as well start now, how long before we’re there?”

“Not long,” Max said with a quick frown, “but probably long enough for the two of you to have a quickie.”

“Thanks grandpa,” Gwen said, giving Max a quick kiss before she got up from her chair. “I’ll give you a quickie before bed tonight, my way of saying thanks for the advice.”

“I’ll look forward to it,” Max said with a smile.

By the time Max pulled into the visitors’ parking lot next to the reservation’s public arena Ben had managed to fill his red headed cousin’s pussy with a large load of cum and then cleaned up, ready to face Kai and Wes Green.

“Thank’s Gwen,” Ben said as he fastened his belt, “I needed that to get my mind off Kai, if only for a few minutes.”

“Well just remember that there’s more if your mind starts drifting too close to Kai,” Gwen said, adjusting her shirt to hide the bulge of her pregnant belly. Even she had to admit that her stomach was getting too large to hide if someone looked close, but for now she was sure she’d be able to hide her pregnancy from the casual observer.

“Wes said that Kai’s leading the presentation again this year,” Max said as he joined his grand children before leading them out of the rustbucket. “We’re suppose to meet him there at the two o’clock performance. Until then I guess we’re free to do whatever we want, but I want the two of you to be careful. Stay out of trouble and remember to meet me outside of the performance area before two. Other than that, enjoy yourselves.”

“Yes Grandpa,” Ben and Gwen chorused.

Ben was enjoying a taco he bought from one of the many food wagons set up around the arena when he heard someone call his name. He wiped the grease from his chin with his sleeve and turned to see Kai’s raven black hair weaving through the crowd as she made her way toward him. “Ben, I’m so glad you made it,” Kai said as she came to a stop right in front of him. She was dressed in her traditional dance costume and he watched the feather’s bounce to a stop long after she stopped. “Have you seen the dance yet?”

“Not yet,” Ben said, letting his gaze shift from the feathers of Kai’s costume to her heaving breasts as she caught her breath. “We got here too late to see the last performance, we’re planning to see your two o’clock show but we’re taking in the sights until then.”

“So you’re on your own then?” Kai asked hopefully.

“Not exactly,” Ben said hesitantly, “Gwen’s right over there, and Grandpa’s around somewhere too, I just don’t see him right now.”

Kai turned to look in the direction Ben indicated and she recognized Gwen’s red hair as it stood out from the crowd around her. “Ben, I really need to talk to you about something personal, but if you want Gwen to be there when we talk I’d understand. Especially after the way I treated you last year.”

“I’m glad to hear that you’re sorry for last summer,” Ben said, “if you feel that sorry than I guess I can trust you. What do you want to talk about?”

“It’s really personal,” Kai said, taking a quick worried look at the people around them. “Come over here so we can have a little privacy.”

Ben followed Kai to a point several feet away where there was no one else close enough to overhear them if they spoke quietly. “Ok,” Ben said, “what did you want to talk about?”

“Ben,” Kai said after a deep breath, “I want you to know that I really am sorry about last summer. I never meant to hurt you like that, and the truth is that I do care for you, more than I realized when I thought it was just your werewolf form I was interested in. Since then, especially over the last few months, I realized that there was more to it than I realized.”

“What’s changed over the last few months?” Ben asked.

“As if you hadn’t noticed,” Kai said with a smirk, “you keep staring at them even when you try to look away from them.”

“Your breasts?” Ben said, “but you had breasts last year.”

“But they weren’t nearly as big as they are now,” Kai pointed out. “On top of that I’ve started having my periods. I’m guessing that you’ve had some sex ed by now so you must know the rush of hormones that hit when that happens. It might sound strange but I’ve been thinking that the best way to make things up to you would be to let you be my first.”

“Your first?” Ben asked, his eyes growing large as he let them run down Kai’s body, past her larger tits and down to her skirt. In his imagination he could actually see through the fabric of the skirt to the soaking wet panties underneath, and then past the panties to the drooling virgin pussy between Kai’s thighs.

“I’m guessing I’ll be your first too,” Kai said nervously.

“No,” Ben said, glancing back to where Gwen was visible through the crowd. “Kai, take a real good look at Gwen and tell me what you see. Make sure that you take a close look at her belly.”

“No, it can’t be,” Kai said with a small gasp. “Gwen’s pregnant?”

“Number two,” Ben said, “our first baby is our son Ken who’s spending the summer with his grandparents so Gwen can keep an eye on me. And Gwen isn’t the only one either, Gwen’s best friend Jane just had my twins, and Keesha, another friend, will have a baby in a couple months. Then there’s my mom, Gwen’s mom, and Keesha’s mom, all of them due to have one of my babies in a few months.”

“You’ve had sex with all of them,” Kai said slowly, “and now they’re all pregnant by you?”

“And that’s not even counting the girls I’ve knocked up already this summer,” Ben said. “That reminds me, because of the Omnitrix I know when a girl is fertile, and I know if I’ll knock her up when I fuck her.”

“And you’ll knock me up if we fuck?” Kai said softly.

“Yes,” Ben said, letting his eyes drop to the ground for a second before he lifted them up to watch the rise and fall of Kai’s tits under her blouse.

“I knew I was fertile,” Kai said thoughtfully, “and I knew there was a chance I’d get pregnant if we fucked, so I guess things don’t change that much if I know I’m going to get knocked up. If you’re still interested you can still be my first. The first one to fuck me, and the first one to knock me up.”

“I think I’d like that,” Ben said with a mischievous smile. “But are you sure there’s no one else you want to be your first?”

“There is someone else,” Kai admitted with a deep red blush. “I’ve been dropping hints for months, but Uncle Wes doesn’t seem to notice, or if he does he pretends he doesn’t know what I’m doing. I’m actually glad that he’s been so dense about my hints because I’m a little nervous about letting him pop my cherry with his large cock. I figure your cock must be smaller than his so it shouldn’t hurt as much.”

“I don’t know about that,” Ben said, “it doesn’t matter how big or small the cock is, when you get your cherry popped it hurts. But I do have an idea. If you don’t mind Gwen and I work great as a team when it comes to taking care of virgins. She’s been there when I popped the cherries on two girls and she knows how distract you from the pain when you get your cherry popped. Why don’t I ask her to join us, that is if you don’t mind.”

“Actually it may help my nerves if another girl’s there,” Kai said with a nervous grin, “why don’t you ask her if she wants to join us and I’ll meet you at our cabin in fifteen minutes.”

“Ok,” Ben agreed, “we’ll see you in a few minutes then.”

“Are you sure about this Ben?” Gwen asked as the two of them walked up to the front door of Wes and Kai’s cabin, “after all, she did crush you heart last summer.”

“Don’t remind me,” Ben said with a roll of his eyes. “I really did consider turning her down, but she’s so vulnerable right now that I just couldn’t do it. But that’s why I wanted to include you, if something does happen you’re there to back me up, and if nothing happens I’m sure you’ll enjoy helping me pop another cherry.”

“I do enjoy that,” Gwen said with a grin. “Ok, let’s do it.”

The door opened so quickly at Ben’s knock that he was sure Kai must have been standing there waiting for them to arrive. After a quick look up and down the street the raven haired girl stepped back from the door and opened it wide for them to step through. “Not exactly what I expected,” Gwen said as she let her eyes roam around the livingroom, taking in the wide screen tv and the high end stereo equipment along one wall.

“Uncle Wes may talk a lot about our traditions,” Kai said as she closed the door behind the cousins, “but he does enjoy his comforts. You think the entertainment center is something, you should see the computer equipment he has in his office.”

“Maybe next time,” Ben said when he noticed the spark of interest in Gwen’s green eyes. “We’re not here for a tour, and I don’t think it would be appropriate for us to invade your uncle’s private rooms.”

I guess you’re right,” Kai said, smoothing down the short blue skirt and white t-shirt she’d put on in place of her traditional dance costume. “I thought we’d do it in my room so we’ll have some extra privacy.”

“Sounds good to me,” Ben said as he and Gwen fell in behind Kai, he grinned at view he had of her butt swaying back and forth under her tight skirt. “The odd thing is that this will be the first time I took a girl’s cherry on an actual bed.”

“Seriously?” Kai asked, turning to give Ben an encouraging smile when she turned to open the door to her bedroom.

“Yep,” Ben said, “the first time Gwen and I fucked it was on the bench in the rustbucket, when I popped Jane and Keesha’s cherries it was on a mattress in our secret room behind the bleachers at school. And when I popped Kathy’s cherry a few weeks ago it was in a chair in the doctor’s waiting room.”

“So I guess this will be the first time you popped a girl’s cherry in a real bed,” Kai said with a chuckle. “I guess I should feel honored since I’m going to loose my virginity in my own bed.”

“At least you’ll feel more comfortable than the rest of us did,” Gwen said with a chuckle.

Ben took a couple steps into Kai’s bedroom and stopped to take a quick look around after she turned on the overhead light so everyone could get a good look around. “So, what do you think?” Kai asked taking in the whole room with a casual wave of her arm.

“About what I expected,” Ben said with a shrug looking around at the old tv and stereo stuck in the corner of the room as well as the dreamcatcher hanging just above the pillows on the queen size bed that took up most of the room’s floor space. “Except that the bed is larger than I would have expected.”

“Uncle Wes’s idea,” Kai said. “Before I moved in this was his guest room and he decided it was easier to keep the queen size bed and let me grow into it instead of getting a smaller one. I guess it works for us since there’s plenty of room for the three of us right now.”

“So why are we still standing here fully dressed?” Gwen asked. She reached for the hem of her blue on blue shirt and pulled it up over her head so the cartoon cat face disappeared as her bare breasts were exposed.

“Good question,” Kai admitted with a nervous laugh as she tugged at the hem of her own shirt.

“Relax Kai,” Ben said, removing his own clothes as he watched her expose the light brown skin under her clothing. “You don’t have anything to be scared about, and we’ll make sure that you enjoy it as much as you can.”

“Ben’s right Kai,” Gwen said pushing her pants down and kicking off her sneakers before she stepped out of them. “We know what we’re doing. It’s not like you’re going to lose your virginity to an inexperienced kid.”

“I know that now,” Kai said, staring at the bulge of Gwen’s pregnant belly and the way her milk filled tits bounced when they were freed from the constraints of her shirt. “But an hour ago I thought I was going to offer myself to another virgin. It’s going to take an adjustment now that I know the truth. So, what do I do now?”

“Get up on the bed,” Ben said, pulling the covers back and patting the bottom sheet in invitation. “No, don’t lie down, not yet, sit up and let us help you get ready.”

Ben took a second to enjoy the older girl’s flawless nut brown skin before he placed a hand on each of her knees and pushed them apart. Once Kai’s thighs were spread far enough apart to give him easy access to the black fringe around her pussy Ben got down on his knees and pulled her closer to the edge of the bed as he shoved his head between her legs so he could reach her bone dry slit.

“I could use a little help here Gwen,” Ben said as he ran his finger along Kai’s slit, sending a shiver of pleasure running up her spine. “She’s really dry so if you could play with her tits or something we could turn her on that much faster.”

“What are you going to do?” Kai asked when Gwen sat next to her on the edge of the bed.

“Nothing you won’t enjoy,” Gwen said with a mischievous grin. “All I’m going to do is massage and suck on your tits while Ben eats your pussy. Trust me, you’ll love it. And the more you love it, the wetter your pussy will get, and the sooner Ben can pop that nasty little cherry of yours and knock you up.”

“Oh,” Kai purred as Gwen licked and kissed her tits, “you make it sound so sexy.”

“It is sexy,” Ben said, tickling Kai’s clit with his finger, he saw Kai’s nipples pop erect as she gave a little squeal of pleasure and Gwen sucked the dark pink nub into her mouth enthusiastically.

“You’re already starting to get wet,” Ben said, holding up two of his fingers so Gwen and Kai could see the pussy juice coating their tips. “But just to make sure I think we should give you an orgasm before I pop your cherry. How does that sound Kai?”

“It sounds great,” Kai said with a soft moan. “I’m always playing with my pussy and tits but whenever it starts to feel good I’m afraid Uncle Wes will hear me so I stop when I start making noise.”

“Maybe you should have made a lot of noise,” Gwen said, cupping Kai’s tits and pushing them together so both of her nipples were close enough for her to suck at the same time. “After all, if your uncle knew you were masturbating he may have decided to join in.”

“You don’t know my uncle,” Kai said with another his of pleasure when Ben sucked on her slit while he tickled her erect clit with his fingers. “I don’t know what Uncle Wes would have done if he heard me screaming through an orgasm, but I know he wouldn’t join in.”

“You never know,” Ben said, “I never thought our parents would join in, but it turned out that our moms wanted me to get them pregnant.”

“And they expect more than one baby apiece out of him,” Gwen added. “I think your uncle is more interested in joining in than you expect.”

Kai let out another groan of pleasure and squeezed her thighs around Ben’s head, pulling him in tight against her quivering cunt. “Playing with myself never felt this good,” she sighed.

“And you haven’t even had an orgasm yet,” Gwen giggled. “But if you think this feels good, just wait until Ben fucks his cock into your pussy, then you’ll know what pleasure is really all about.”

Ben’s head was buried so deep in Kai’s crotch that he couldn’t hear what the two girls were saying, but he knew that Kai was getting close to her first orgasm from the way her pussy was quivering against his lips and tongue. Since there wasn’t enough room for Ben to get his fingers in he shifted his head around until his nose was touching Kai’s erect clit and he teased the blood filled organ with the tip of his nose as he ran his tongue up and down the girl’s juicy slit.

Kai’s whole body spasmed and jerked along the edge of her bed and her head snapped back as she screamed with pleasure as Gwen stepped back and watched her raven tresses fly through the air. “I told you you’d like it,” she said with a broad grin as Kai’s body relaxed after its orgasm.

“I never knew an orgasm would feel so incredible,” Kai gasped. “And fucking is even better?”

“It sure is,” Gwen said with a nod.

“In that case I don’t want to wait any longer,” Kai said opening her thighs and pulling Ben’s head away from her cunt in spite of his attempts to keep eating her pussy. “Ben, I want you to fuck me, right now.”

“Are you sure?” Ben asked, getting to his feet so his hard cock hovered just a few inches from Kai’s black furred slit.

“I’m sure,” Kai said with a deep breath, “I don’t care how much it hurts, I want you to pop my cherry right now. Fuck me until I can’t take it any more and fill me with your cum and your baby.”

“I never get tired of hearing those words,” Ben said with a broad grin. “Don’t worry, I’ll take it slow until you get use to my cock, but once you adjust watch out, I’m going to drive you wild with pleasure.”

“Promises promises,” Kai said with a nervous quirk of her lips. “Come on and show me what you’ve got Ben.”

“Whatever you want Kai,” Ben said as he let the tip of his cock kiss the girl’s wet pussy lips.

“Don’t make me wait Ben,” Kai begged, “fuck me. Now!”

With a chuckle for Kai’s impatience Ben slipped the head of his cock (now coated with Kai’s juices). Kai wiggled her ass on the bed and pushed it closer to the edge so Ben had to slip more of his shaft into her cunt or step back, he chose to slide another half inch into her wide open slit until his cock was stopped by Kai’s unbroken cherry.

“This one’s for the money,” Ben said, wiping sweat from his brow and pulling his cock back a fraction of an inch to get a little more momentum.

“Here Kai,” Gwen said leaning over the Native American girl so that her milk filled tit hovered just above Kai’s lips. “Suck on this, I bet you won’t scream in pain when your mouth is full of my milk.”

“Thank’s Gwen,” Kai said, giving the redheaded girl a quick grin before she sucked her nipple between her lips and filled her mouth with her milk.

“Here we go,” Ben said focusing on the sight of his cock spreading Kai’s pussy lips. “Say goodbye to your virginity.” With one quick thrust Ben buried the full six inches of his cock deep in Kai’s quivering belly. The raven haired girl let out a muffled squeal when the blunt head of her lover’s cock punched through her cherry and came to a rest against her cervix. As the pain passed Kai realized that she’d sucked even more of Gwen’s breast into her mouth and she managed to swallow her friend’s milk before she released her friend’s nipple.

“Thanks Gwen,” Kai said a little shakily, “that really did help me deal with the pain, and I really liked getting a taste of your milk too. Do you think my milk will taste that good?”

“Every girls different,” Gwen said with a shrug, “but I always enjoy the taste of another girl’s milk no matter how different it tastes.”

“How does your cunt feel?” Ben asked, “are you ready to start fucking now?”

“I think so,” Kai said hesitantly, “but start slow just to be sure.”

“Sure thing,” Ben said, drawing his shaft slowly out of Kai’s pussy until only the head was lodged between her cunt lips and then slid it back in just as slowly while Kai moaned in pleasure with every inch that entered her body.

“Gwen,” Kai said with a grunt, “get your pussy over here, I want to eat it while Ben fucks me.”

“I like the way you think Kai,” Gwen said holding her stomach as she straddled the older girl with her knees and lowered her pussy until her drooling slit touched Kai’s mouth. “Just remember what Ben did to you and do it to me. Yeah, just like that,” Gwen hissed with pleasure when Kai ran her tongue along Gwen’s red furred slit, tickling the eleven year old’s erect clit when she reached the top of her cunt.

While Kai was learning to eat Gwen’s pussy Ben was picking up the pace of his fuck, sliding his cock in and out of Kai’s pussy faster and faster with each stroke until he was thrusting hard enough to make the bed shiver while his balls bounced off Kai’s ass. “You’re a natural Kai,” Gwen screamed as the other girl buried her tongue in her pussy and wiggled it around.

“You told me to do the same things Ben did to me,” Kai panted, she could already feel another orgasm building up in her pussy and she realized that Gwen was right when she said that fucking would be better than anything else she’d ever done. “I am trying a few things Ben didn’t do, I hope you like them.”

“I love them,” Gwen gasped, “that’s why I said you’re a natural. You know what a girl likes and you do it. So how does Ben’s cock feel in your tight little pussy?”

“Incredible,” Kai groaned. “You told me it would feel good, but I never thought it would be this good. In fact, I think I’m about to have another orgasm.”

“That’s Ben for you,” Gwen chuckled, “he really knows how to use that cock of his.”

“Thanks Gwen,” Ben panted, wiping the sweat from his forehead without slowing the pace of his thrusts, he could feel Kai’s pussy muscles quivering around his shaft and he knew it wouldn’t be long before she had her orgasm but he realized his own orgasm was closing in fast too, he just hoped he could hold out long enough to cum at the same time she did.

When her body spasmmed with the sheer pleasure of her orgasm Kai buried her mouth in Gwen’s cunt, sucking in the juices that flowed from her slit and pushing the redhead into her own orgasm as she felt Ben’s sperm flooding her womb.

“Wow,” Gwen said after she caught her breath, “a three way orgasm. I don’t think we’ve ever managed that before.”

“Here’s an even bigger surprise,” Ben said, “even after shooting my wad I’m still hard and ready to go.”

“Well don’t stop now,” Kai said, “even if you’ve already knocked me up I’m ready to keep going.”

“So am I,” Ben said, “but I have an idea I think you’ll like.”

Before Kai could ask Ben what he had in mind he pulled his cock out of her pussy with an audible slurp and lifted the Omnitrix so he could see the face as he dialed up the alien he wanted. “Gwen usually wants to fuck me as a human,” Ben said as he adjusted his watch, “but sometimes we like a change of pace and I fuck her in one of my alien forms. Since you were so entranced with my alien werewolf form last summer, how would you like to fuck me in that form right now?”

“Now that sounds like fun,” Kai said sitting up to watch as Ben paused with his hand over the plunger of the Omnitrix.

“Just one thing, when I’m in this form I can’t speak so I’ll have to communicate with gestures and growls.

“I’m sure we’ll do fine,” Kai said with a nod. “Do it.”

Ben nodded and slapped his hand down on the plunger. Green light flowed over Ben’s body and it grew and changed until the light faded and Ben stood on his hind legs in all his blue furred glory. “Now this is going to be fun,” Kai said with a grin, giving Ben’s werewolf form an appreciative look.

“And I think it’s going to be fun to watch,” Gwen said. “If the two of you don’t mind I think I’ll move to a chair so I can get a good view of what’s coming up.”

“But what am I going to do if your pussy isn’t there for me to eat?” Kai asked.

“You’ll think of something,” Gwen said, “after all, you won’t usually have another girl to join in when you’re fucking a guy.”

“Yeah,” Kai sighed, “I guess I should get use to fucking on my own, but I’m still going to miss the extra pussy after today.”

While Gwen made her way to the chair next to the door Ben let out a soft growl to get Kai’s attention and then gestured at her. “I don’t understand Ben,” Kai said with obvious confusion. “Gwen, can you tell me what Ben’s trying to tell me?”

Ben repeated the gestures and Gwen giggled when she realized what her cousin was trying to say. “He wants you to get all the way back on the bed and then get up on your hands and knees with your ass facing him so he can fuck you from behind.”

“Ok, now I understand,” Kai said, “but why did you laugh when you realized what Ben was saying.”

“Because,” Gwen said with another chuckle, “this position is usually called doggie. Get it? Ben’s a big dog and he wants to fuck you doggie style.”

“I get it,” Kai said with a chuckle of her own as she pushed herself back on the bed. “I also remember that I wanted to make Ben my pet when we thought he was actually changing into a werewolf last year. I guess turnabout’s fair play.”

“And very pleasurable,” Gwen added.

Once Kai was in position Ben crawled up behind her on the bed. He leaned forward until his muzzle was next to her ear and licked her face with his long tongue. With his furry chest pressed against Kai’s back Ben reached around her to cup her tits in his hands and teased them until Kai let out a moan of pleasure. Only then did he slide his cock (much larger in his werewolf form than it was in his human form) under Kai’s ass and between her thighs until the head reached her drooling slit and he took one hand off her tits just long enough to guide the head between her cunt lips.

“Oh God,” Kai groaned when Ben’s large cock forced its, “your cock is so much bigger now. Fuck me Ben, fuck that monster in my tight wet pussy and make me cum.”

Ben growled in response and picked up the pace of his thrusts, shoving the full length of his cock in and out of Kai’s slippery cunt, spreading her pussy lips so wide that she would have screamed in pain if it didn’t feel so good. With the pain and pleasure spreading from her cunt and tits Kai’s belly felt like a volcano of sexual energy and it didn’t take long for it to explode with the largest orgasm she’d had in her life.

“Oh wow,” Gwen said, ramming her fingers in and out of her drooling pussy while she watched her cousin slamming his oversize werewolf cock in and out of Kai’s wide open cunt. She could see Kai’s flat muscular belly cramp up as the raven haired girl screamed in pleasure and her cunt muscles clamped so tight around Ben’s cock that he couldn’t move it for several seconds until the orgasm passed through Kai’s body and her slit relaxed enough for Ben to slam his cock in and out of her again. Ben growled in pleasure and let his tongue loll out of his muzzle to lick Kai’s ear. Kai giggled at the touch of Ben’s tongue and then let out another moan of pleasure when Ben squeezed her tits and pulled on her nipples when they popped erect against his palms.

“You guys have no idea how sexy it is to watch you fuck like this,” Gwen groaned as she replaced the fingers in her pussy with her other hand while she raised the well lubricated fingers to her mouth to suck them clean.

“If you think it’s sexy watching us,” Kai panted, “you should try doing it. I never thought fucking would feel so good, I don’t ever want to stop.”

“Too bad we’re only here for a couple days,” Gwen said with a malicious grin. “What are you going to do for a cock after we leave?”

“I’ll find someone,” Kai hissed, her belly starting to quiver with the sexual energy flooding into it again. “Someone or something, I don’t want to go more than a day without a cock in my pussy ever again.”

“Well Ben you’ve done it again,” Gwen laughed, “you’ve turned another innocent virgin into a cock hungry slut.”

Ben emitted a choked growl from his throat that sounded suspiciously like a chuckle and Kai joined in. “Well, I don’t know about the other virgins you converted,” Kai moaned, “but I’m happy.”

“So am I,” Gwen purred, “I was Ben’s first convert, but I wasn’t the last, and I don’t know of anyone who wasn’t pleased with their conversion.”

“Oh God Ben,” Kai gasped bracing her arms against the beds mattress and pushing her ass back against , “I’m going to cum again, and it’s gonna be a big one.”

Ben growled a warning of his own and Gwen looked up in time to see the four segments of his muzzle pealing back as he raised it toward the ceiling and she yelled a warning, “Ben no!” she cried. “If you let out a sonic howl in here it could bring down the whole cabin.”

Gwen wasn’t sure if Ben heard her warning but she saw the segments of his blue muzzle reform and his mouth gaped open as he howled his triumph to the ceiling. “Yes,” Kai screamed, “cum inside me Ben, fill me with your alien cum.”

From her chair next to the bedroom door Gwen saw the last thrust of Ben’s blue cock and the way his balls contracted and his shaft pulsed as he shot his load deep in Kai’s body. She also saw Kai’s belly ripple and her thighs snap together to hold Ben’s spurting prick in her pussy as her scream of pleasure joined Ben’s howl.

Gwen was ramming her fingers in and out of her pussy and squeezing her tits, right on the edge of her own orgasm as she watched Ben and Kai with their shared orgasms. As Ben’s howl and Kai’s scream faded Gwen heard other voices through the bedroom door. “Don’t tell me you didn’t hear that Max,” the first voice said as it approached the door. “It sounded like a the howl of a wild animal, and it was coming from Kai’s room. And I’m sure you heard her scream right along with the howl.”

“I heard it Wes,” the second voice said, “but before you open that door there’s something you need to know.”

“No! If Kai’s in danger I can’t wait,” the first voice said, his footsteps approaching the door in a rush, “you’ll have to tell me later.”

Gwen had just enough warning to pull her fingers out of her pussy before Kai’s uncle reached the door and opened it from the other side but there wasn’t enough time to warn Ben or Kai before Wes Green stopped dead in the wide open door with a clear view of his naked niece and the alien werewolf with his hard cock shoved deep in her black furred pussy.

“Kai,” Wes gasped, blinking several times as if he was trying to dismiss the whole sight as nothing more than an illusion. Shifting his gaze from Kai to the furry blue werewolf with his softening cock still plugged in his nieces drooling cunt. “Ben?” Wes asked hesitantly, recognizing the alien form Ben had been adapting to during his visit a year earlier.

Ben growled and nodded his confirmation, he pulled his wilting cock out of Kai’s sperm filled pussy and rolled over onto his bed, letting his tongue loll out of his muzzle as he let out a contented growl.

“It isn’t what it looks like Uncle Wes,” Kai said as she rolled onto her ass next to Ben’s alien form.

“I think it’s exactly what it looks like,” Wes Green said, licking his lips nervously while he watched Ben’s sperm ooze out from between Kai’s spread thighs. “Is this what you were trying to warn me about Max?” Wes asked as he took a step into Kai’s room to make room for Grandpa Max.

“It was,” Max said. “When you told me about the way Kai’s been acting lately and the fact that she was the one who wanted us here I thought something like this was going to happen. I wanted to warn you that Ben and Gwen have been sexually active since last summer since I thought Kai would make a play for Ben since you’ve been ignoring her advances.”

“You knew?” Kai asked her uncle. “You knew that I was trying to seduce you?”

“How could I miss it?” Wes said with a chuckle, “the way you’d walk naked from the shower to your room and push your tits against my chest when you weren’t wearing a bra? Of course I noticed, I was just afraid of what would happen if I let myself respond to your advances.”

“But I wanted you Uncle Wes,” Kai said, “as much as I enjoyed fucking Ben and letting him knock me up I wanted you to fuck me. I love you Uncle Wes.”

“And I love you,” Wes said with a sigh. “I’ve dreamed of fucking you since before your parents died and you moved in with me, but I was afraid that if I gave in to you that I’d end up forcing you into something you didn’t want to do.”

“Does it look like I’m being forced?” Kai asked her uncle. “Now that I’ve lost my cherry I intend to fuck as much as I can, and if I’m not fucking you I’ll have to find someone else.”

“It’s not the fucking I was worried about,” Wes pointed out, “I don’t want to knock you up. I want children, and I’d love to have them with you, but I didn’t want to make you feel obligated to have my babies or take a chance that I’d intentionally knock you up without your permission.”

“I don’t think you have to worry about that for the next nine months,” Gwen said with a chuckle that made her belly bulge jiggle.

For the first time since he entered the room Wes took a good look at Max’s redheaded granddaughter and noticed her pregnancy. “Is this Ben’s work?” Wes asked Max without taking his eyes off the bulge of Gwen’s belly.

“Yes,” Max said simply.

“Our second,” Gwen said with obvious pride as she patted the swell of her bare stomach. “Our son Ken is spending the summer with my parents while I keep an eye on Ben to make sure he doesn’t get into too much trouble.”

“What are the chances that he’s already knocked Kai up?” Wes asked warily.

“Pretty good I’d say,” Max said. “As near as I can tell Ben’s managed to knock up every girl he’s fucked since he lost his virginity. If there was even a slight chance that he can knock a girl up he does it, and thanks to the Omnitrix he knows when they’re fertile and when he’s knocked them up. What about it Ben? Is Kai pregnant?”

There was a flash of red light next to Kai’s naked body and Ben shifted back into his usual form. Ben turned to look at Kai and gave her tooth grin before he said, “Oh yeah, I knocked her up for sure. You can fuck her all you want now Wes, you can’t make her more pregnant than she is right now.”

“I guess not,” Wes sighed, “but now I’m actually disappointed, if I knew Kai was willing to get pregnant I wouldn’t have held back.”

“Don’t worry Uncle Wes,” Kai said bouncing out of her bed and rushing over to give her uncle a kiss. “This baby may be Ben’s, but once she’s born the next one is all yours, and the next, and the next, and the next.”

“Just how many babies do you plan to have?” Wes asked his niece, giving her flat belly a quick rub.

“How many can I talk you into?” Kai asked with a purr, “because I plan to have as many of your babies as I can.”

“I told you you’d created another fuck happy slut Ben,” Gwen said with a chuckle. “But this is one slut whose not so happy, I haven’t had a cock in two hours and I’m so horny I need one right now.”

“Sorry Gwen,” Ben said with a wave to his soft cock, “I’m tapped out for now, maybe when we get to bed tonight.”

“I’m good to go,” Max said giving his granddaughter a hopeful grin.

“Thanks for the offer Grandpa Max,” Gwen said, “but I’m really in the mood for a new cock, and it looks like Wes here could use a little relief.”

“I sure could,” Wes agreed when Gwen ran her hand over the bulge in his jeans. “But are you sure you want me to fuck you? You do have Ben and your grandfather after all.”

“Yes I do,” Gwen admitted, “but I get tired of the same cocks day in and day out so a change would be nice. Why don’t we go into your room and give your bed a workout so these two can recover in from their fun.”

“Ok,” Wes said turning to lead the way to his own room. He stopped to turn back to the two lovers resting on the queen size bed and said, “Just to make sure you understand Kai, starting tonight I expect you to spend your nights in my bed, and with my cock stuck in that tight little pussy of yours, no matter how pregnant you are.”

“Thank you Uncle Wes,” Kai said, letting her head drop back to her pillow with a happy sigh. “And thank you Ben, if you and Gwen hadn’t popped my cherry my uncle never would have agreed to this.”

“Glad to be of service,” Ben said with a weary sigh before he let his eyes close to catch a quick nap. He hoped he’d have time to rest up before Kai’s next performance.