Ben 10 Porn Story: Gwen Tennyson’s Alien Encounters chapter 3 Upgrade

Ben Tennyson laid out in a hammock. The Tennyson clan was camped out in a trailer park someplace in Florida this time. They’d come for the water parks, but stayed for the car parts, or at least the spare parts. The Rustbucket had broken down, yet again, not entirely surprising, and the particularly annoying thing was that they hadn’t even broken down any place interesting.

They were in a swamp, a dull boring, run of the mill swamp. Well, they were on the edge of a swamp, it was Florida after all, all civilization was on the edge of a swamp, and trailer parks, as a general thing were on the edge of civilization.

It wouldn’t have been so bad if they’d broken down in town or something. Then at least Ben could’ve occupied himself walking around, hit some arcades, or hung out with some of the local kids. But they were in the middle of nowhere. Basically he had alligators, gnats, and mosquitoes to play with.

Well and Gwen, but she’d been acting particularly weird recently. Of course Ben had a sneaking suspicion as to why. Their last little adventure with Ghostfreak had been a little awkward. And though it wasn’t like he hadn’t have thought about it, he hadn’t really been messing with the watch since, at least for non-heroic purposes. Still, it wasn’t like he’d ever gone all frenzied like that when he was fighting evil. It only seemed to happen when he was around Gwen… It had to be her fault somehow.

Ben hopped out of the hammock and stretched himself out. “Well… guess I’ll go explore the swamp some…” He was loud enough for anyone around to hear, but Grandpa was out getting some new part to try, and Gwen was nowhere to be seen. Last he’d seen her he she’d been in her room.

Ben walked out into the swamp, just far enough to get his shoes muddy before glancing down and starting to turn the dial on the watch. Greymatter? Nawh too many things might try to eat him. Ghostfreak? No way, not after last time. Fourarms, Diamondhead, Wildmutt, and Heatblast were all about as stealthy as a train crash…

Hmm, what about Upgrade… fluid silent, able to fuse with Gwen’s laptop and look up her history, it looked like they had a winner.

Ben smacked the plunger down and in a green flash he became the fluid metal being. A frog stared up at him and began seriously questioning where he hunted for flies.

His cousin was laying out on a bench, not too far from where he’d gone, her laptop closed, and resting on her stomach as she snoozed lightly in the muggy heat of the Floridian summer. She had a can of bug spray held limply in one hand, and was only about six maybe seven feet from the Rustbucket.

Had Ben bothered to look around a little he probably would’ve seen her, the benches were placed all throughout the campsites, next to fire pits and chained up trashcans. The red haired girl hadn’t been getting much sleep lately, and she’d dozed off just because it was a nice chance to nap in the warm sun.

She’d been having weird freaky dreams lately. So much so that she’d entertained Ben using Ghostfreak on her while she slept for a little while. She’d later decided it wasn’t him only because he was as energetic and lively as ever, and would’ve had to be awake to mess with her dreams. True she’d had to literally bathe in bug repellant to keep the mosquitoes away, but it was worth it for a light nap.

Ben slithered about on the ground, freaking out a few other members of the local reptile/amphibian family as he circled once around the Rustbucket. He snickered to himself slithering right into the Rustbucket through an open window and into Gwen’s bedroom. Well their bedroom, but he was more interested in where she kept her stuff.

“Alright, time to see what Gwen’s been doing when I’m not around.” He smirked lightly and stretched out his fingers, they would’ve cracked had they had bones.

Outside, the girl in question shifted lightly, her computer starting to slid off her stomach, just enough to startle her out of sleep. She sat up and set her laptop out on the picnic table in front of her. She sighed lightly straightening out her hair and flipping open her computer, waking it up.

Gwen blushed furiously and snapped her laptop closed, before looking around, and slowly opening it back up. There was porn on her computer, but not just any porn, a badly made, backyard brewed alien themed porn video. She turned the volume down and looked around again before she clicked play.

She hoped she had time to watch the badly made video, get in the mood, and then head back to her room for a little self love, before anyone got back.

Her cousin wasn’t twenty feet from her, squashed down onto the floor of their room as she seeped into the drawers under the bottom bunk to look around for anything interesting.

What he found wasn’t terribly interesting, hair products, clothes, hair brushes, a healthy amount of lint, but nothing terribly interesting. Ben was a little disappointed in his cousin.

Of course could he have seen her at that moment he might have changed his opinion. On the screen of her computer there was a rather healthy sized man in a sickly green leotard and giant alien mascot head molesting a, rather well developed, woman while she struggled and shouted things like ‘no Tribulon no!’ and ‘oh merciful human gods, spare my poor virgin body!’

All and all the writing stank to high heaven, but the effects weren’t half bad.

Ben squished around in the nooks and crannies of the Rustbucket, spearing himself out so that a bit of his fluid metallic form was connected to everything in the room. He wasn’t actually paying much attention to what he was touching. He was looking for hidden stuff, because hidden stuff was interesting stuff.

Thus far he hadn’t found anything beyond his own stash of comic books that happened to have pictures of boobs in some scenes, mostly scenes where the female lead got wounded or cut up or something, but hey boobs were boobs man.

His cousin’s video on the other hand had plenty of cleavage in it. It had started getting to the sex part, the woman being forced to orally pleasure ‘the mighty emperor Tribulon.’ Gwen had been watching this scene for about five minutes, and was starting to get a big uncomfortable. She wanted to reach down and rub herself, but wasn’t about to in the middle of a Florida trailer park. So she just sort of straddled the bench and rocked back and forth as she watched her laptop.

After ten minutes of constant searching, Ben was becoming disheartened. He hadn’t found anything interesting except his own stash, and while he had found several things he hadn’t seen before, including yet not limited to, several thongs he hadn’t known Gwen owned, a few pink things he hadn’t paid much attention to other than the fact that they were in her underwear drawer, and an issue of playboy he’d snagged a while back and then forgotten where he’d hid.

Outside, Gwen groaned in discomfort and turned off the video. She picked her laptop up and started back to the Rustbucket, bent on grabbing a certain secret toy and making a certain uncomfortable throbbing go away.

Ben heard her on the steps of the Rustbucket and started to freak. “Oh man oh man oh man…” He tried to free himself from the various hiding places he had squished into, but couldn’t, he was too well wound about the nook and crannies of the room. “I am so dead…” He spread himself out and found something small and mechanical, and without a second thought he siphoned himself down into it, fusing with it.

“Ben? Are you here?” Gwen leaned in looking around as she walked into the RV. She looked around a little before heading for the beds, setting her laptop down on the table in the front before she started for her drawers. The mechanized alien that was her cousin hurried his fusing along as quickly as he could, feeling discovery impending, and just as the drawer he was in started to crack open he completely solidified with the object.

Gwen reached into the drawer, and started shifting though it until she saw what it was she wanted. A slight grin found its way onto her face and she leaned to one side reaching deep down into the bottom of the drawer to wrap her hand slower around the object her cousin was fused with.

Her face was a little flushed, and she couldn’t seem to keep form licking the corner of her mouth as she brought the small pink egg shaped device out of the drawer. There was a simplistic controller connected to one end, and walking over to her bed she just sort of tossed it up next to her before she began to remove her pants.

Ben had held his eye closed from the moment he had been grabbed. He was certain that he had been discovered, but when he was carelessly tossed up onto his cousin’s bed without any yelling or screaming or scolding, he hazarded a glance. What greeted him was the panty clad rear of his cousin bent over and sticking out at him as she removed her pants. He blinked a few times as all of Upgrade’s processors ran at full steam to figure this out.

Gwen brought her pants down to her ankles before sitting back on her bed and picking her toy back up.

She rolled the small plastic egg between her fingers lightly before lowering it down against her bare stomach. She pulled her shirt up to see what she was doing and reached for the controller, flipping the switch on to make the egg vibrate and she couldn’t help but giggle a little as it tickled her sensitive skin.

Her cousin on the other hand was very confused once he started to vibrate. At this point he hadn’t actually changed anything about the device, he was just trying to figure out what he was fused to. Small motor, soft plastic coating, long wire connecting to an on off button with a slider control and two double A batteries…

Gwen slowly slid the device down her stomach, pressing it against the light material of her underwear as she lowered it until it was pressed up against the damp spot of her panties. She moaned lightly under her breath and arched her back, biting her lip as she tried to keep quiet. Ben finally figured out what he was fused with, and smiled.

She began rubbing the small egg piece up and down over her sensitive nub. She panted a few times and arched, pressing her hips into the buzzing egg toy. Her metallic cousin smirked a little more; this was exactly what he’d been looking for. Gwen had a sex toy. Just that thought along gave him so much enjoyment that he was practically singing it in his head.

Then it occurred to him that he was her sex toy, and that if he couldn’t think of some way he could use that to his advantage than he clearly wasn’t thinking hard enough…

Gwen bit her lip and stifled a moan before using her free hand to tug her panties out of the way, pushing the device down against her bare flesh, rubbing it against her sensitive nub. She couldn’t help but yip a little as she rocked her hips against it. “F-finally…” She bit her lip a little more and rubbed the egg over the insanely soft tip of her slit.

Ben was contently enjoying himself as he was rubbed against his cousin’s slit by her own power, until he got an idea, and spread himself out, making the egg just a little large and actually wrapping part of the vibrating toy around Gwen’s fragile nub.

She yelped a bit, but didn’t notice the mutations of her toy. All she knew was she had found a good spot somehow, and pressed the egg against herself harder than before. Her cousin spread the egg out a little more, and vibrated it against her a bit faster than it normally could. He nearly encased her pink tip in the mutated egg, wrapping it around her and buzzing on all sides.

She gasped and panted harder than before, rocking her hips against her toy. On some level she knew that the something weird was going on, but at the moment her brain was too far buzzed on the feeling to figure out just what it was.

Which of course meant good news for Ben, as he simply continued to smirk and speed the muffled buzzing of the egg toy, sliding himself down a little as the toy slowly stop resembling an egg.

Gwen took her hand off herself, simply letting her underwear hold her toy against her for a moment before she started to put something together. She stated down at the buzzing and blinked a few times trying to clear the hot fuzz from her brain as she tried to figure out why she was getting nervous.

Ben was too far involved in being literally inside Gwen’s panties to realize that as he held the toy in place, he was practically announcing his presence. But quite frankly he was busy enjoying being a sex toy to care.

“Ben!” Gwen snarled down at her cousin, grabbing him and trying to pull him off her and out of her panties as gingerly as possible without actually being gentle with him.

Upgrade’s eye rose up off the toy and looked up at her. Ben smirked a little, he had himself so well wrapped about her various sensitive parts that he was confident he wasn’t going anywhere anytime soon.

“Hi Gwen.” And besides this was just too good a chance to mock his cousin to pass up. “Nice toy you’ve got here. Mind if I play?” He grinned a little and turned up the buzzing.

She gasped lightly, but kept pulling at him. “Get off me Ben! Get off so I can kill you!” She was dead serious, the shock of having an alien on your sex toy was enough to kill any mood, but when that alien was your cousin and had the sheer audacity to taunt you… well that was grounds for murder as far as she was concerned.

“Get you off? Sure all you had to do was ask.” Her cousin on the other hand was enjoying himself quite thoroughly, even if Upgrade was a machine and didn’t really have sex, he still liked tormenting his cousin, and he chose that moment to slip a bit of the alien enhanced toy inside of her, pumping it in and out just enough to tease her entrance.

Gwen arched her back and gasped a little before renewing her attack on the sexual parasite in her panties. She gave the toy a good yank by the cord but winced as doing so only tugged unpleasantly on certain parts of her anatomy. “Ow. Ow ow…”

Ben pulled his eye back down onto the rest of himself, morphing the mutated toy into something more like a vibrating thong, one that wasn’t coming off no matter how hard Gwen yanked. “Careful. You pressed me on pretty good.” He smirked a little and swelled the intrusion a little as he moved it in and out of her a little faster, his entire shape still buzzing quietly.

His cousin chirped and wriggled lightly, as she laid back on her bed and tugged at the blanket below her. “B-Ben! Stop it!”

Ben didn’t, as might’ve been expected. He just smirked and kept buzzing, pumping her lightly with a small intrusion. “Awh Gwen, don’t be like that. Just lay back and enjoy the ride.” He chuckled lightly, and laid his eye over the crotch of his newly invented vibrating techno thong.

It was about that time that Grandpa Max choose to return from the parts store. “Ben, Gwen, I’m back, and I’ve got dinner!” He had passed a Chinese food place on his way back, and seeing how his niece and nephew complained so fervently about his mealworm stew, he thought he might surprise them with something different and, hopefully, not insect based.

“Stop it Grandpa’s back!” Gwen hissed down to her idiot cousin the moment she’d heard their grandfather’s voice. She wriggled her hips and shifted about a bit, tossing the covers up over her the instant she’d heard someone coming, and vibrating and pumping did stop, but the techno thong that was her cousin didn’t remove itself.

Their grandfather walked right into the Rustbucket and immediately looked around. He set the foot down on the small counter next to their fridge. “Ben, Gwen? Food.” He looked around again and started actively looking for them. He look first in their room, where he found Gwen, innocently tucked into her bed. “Oh hey Gwen, where’s your cousin?”

She held the covers up under her chin and shrugged. “I think he wanted to go explore the swamp or something like that… I can go find him if y-yooou.” She wriggled a little, her face very flushed. “Want.” She smirked innocently.

“Nawh, no way you’ll find a ten year old in a swamp.” Grandpa Max shrugged a little. “He’ll be fine. You might as well come and eat.”

Ben couldn’t help himself, he just loved to see Gwen squirm, and he wriggled the part of himself that was just inside of her, trying to emulate the way Ghostfreak had moved his tendrils, although he did it poorly.

Gwen faked a yawn to cover a light chirp at her cousin’s actions. “I’m a bit hungry, but I don’t wanna have to hear Ben complain when he gets back about not waiting for him.” She winced a little and squirmed trying to get Ben to knock it off. “S-so I’ll wait.” Ben was trying not to laugh manically as he rubbed about inside his cousin while she talked with their Grandfather. What might happen if she actually exposed him never really occurred to him, and had it, he might’ve had second thoughts about his wriggling.

But their grandfather just sort of shrugged again. “You sure? I go Chinese, Mushu Pork, Hot and Sour soup? It’s best when it’s still hot… Besides if Ben wants to go wandering the swamp without telling us when he’ll be back, he can’t expect us to keep some food hot for him.”

Gwen nodded a little. “I kn-know… But I’m more sleepy than hungry. “I’ll just take a quick nap, fifteen minutes, and then I’ll come eat. OK?” She was shifting uncomfortable, trying to look like she didn’t have something wriggling around inside her.

“Well ok, but try an’ eat before it gets cold.” Max shrugged and left the doorway to sit down in the next room, letting the door swing half closed behind him. “I’m going to eat and then see if I can’t get the Rustbucket up and moving by tomorrow.”

Ben started to vibrate again as soon as their grandpa had left the room. He was truly enjoying tormenting his cousin, truly and deeply.

Gwen fell forward a little bit, pressing her hips down into him and the bed. “B-Ben… Stop it… This is weird, and some part of you is pinching him…” She hissed, trying to keep as quiet as she could.

“Now Gwen, talking to your underwear?” Ben snickered lightly, but all the same he smoothed out his edges so there weren’t any fine details even capable of pinching something. He wanted to torment her, not hurt her. There was a difference.

She growled and reached down trying to get a hold of him as best she could. “Ben… Get off me Now.” She raised her voice a little, just trying to get the point across while still remaining quiet. Ben responded by turning the vibration up as high as the device could naturally go.

Gwen yelped quietly and collapsed onto the bed. Her sensitive body trembling and tensing as she frantically tried to get her mechanical alien cousin out of her underwear. Unfortunately she wasn’t very successful, and Ben just kept wriggling around inside her as his entire form vibrated around her.

It was about then when he got a flash of truly malicious inspiration. He gave his cousin a penis, or at least a rather smooth, metallic version of a penis, modeled after his own, though it really resembled more of a strap on than anything else, but it did stick out against her panties.

She yelped again, rolling over onto her stomach and pressing the thing down against the mattress as hard as she could, trying to hide it and stop Ben from wriggling around inside her quite so much. Her tormentor did stop wriggling, settling to just vibrate, very slowly, just about as low as the toy he’d started as would naturally go, just enough to keep her hot.

“What the hell are you doing?!” She hissed down at him, half turning to lay on her side as the eyed the curious black and green thing intruding her panties.

Ben snickered a little more. “You want to get me off you, you’ve got to get off.” He smirked a little and wriggled the part of him that was inside her, just a little, to simulate the rubbing he felt from the mattress.

She growled. “I am not touching that. I never asked you for this so stop it!” She seemed more mad at him for interrupting her alone time than for not doing what she said.

“Awh, come on Gwen… do you really wanna be left like this?” He rolled himself around inside her hot moist folds just enough to get his point across. “And who said you had to touch it? Just hump something.” He chuckled a little, just the image of his cousin humping something was amusing to him.

Gwen growled again and rolled over onto her back. “I am not humping anything. I am not a boy and I will not let you get away with this.” She reached down and grabbed hold of the weird metallic penis, firm, hard and tight, trying to hurt its real owner.

Unfortunately, Ben was metal, and fluid, and as such a tight grip didn’t really mean much to him. However it also meant he could measure the amount of force she was applying to the ‘penis’ and replicated it to wriggling and vibrating around inside her. Though he didn’t know that was what he was doing, consciously. Upgrade just helped out with the technical parts.

She released him and laid out on her back, wriggling unhappily. “Ben, seriously, just stop already.” She was seriously not amused by her cousin. All she had wanted was a nice little bit of alone time, some light stress relief, one, maybe two orgasms, but instead she’d gotten a juvenile mecha-alien tormenting her with metallic boy parts and vibrating underwear. It dawned on her that her life had taken a strange turn somewhere, but she decided that it was Ben’s fault a moment later and ignored it.

“Well I could just wait till the watch times out, but I think Grandpa might want to know why I suddenly appeared in bed with you while you’re not wearing pants. And who knows, we might even end up sharing underwear.” He smirked a little, but then pictured himself in panties, and stopped.

“Ben… I really don’t like this.” She wriggled a little.

“I bet cha ten bucks that if you just go along with it you’ll change your mind by the time the watch times out.” He vacuum sealed himself against her crotch, and just sort of sat there.

Gwen yelped and wriggled a against the mattress. She stared down at the penis thing that stuck out from between her legs, and after gulping and wincing she slowly reached down and grabbed it. “I really don’t like this Ben… I don’t want to do it like a boy.”

Ben laughed a little. “Don’t think of doing it like a boy, think of it as doing me.” He paused for a second, during which he would’ve blushed at what he said, but Upgrade couldn’t, which relaxed him a little. “I can even make it so that how you rub me directly correlates to how I penetrate you.” He smirked for a moment before pausing again. “Hey Gwen, what’s correlate mean?”

She groaned, paling a little bit before slowly moving her hand up and down. “C-cant you just… I don’t know… P-pop out of my toy and let me do you directly? This is a bit weird.” Ben smirked a little, his confidence reinforced by Upgrade’s inability to blush, as he started pumping in and out of her in directly time with how her hand moved up and down the metallic shaft.

“Upgrade is a machine; you really wanna do a machine?” He took any and all juices she leaked from his pumping and since he was vacuum sealed onto her and they had to go somewhere, he leaked them out the tip of the metal penis. Just to give it that real, jacking off experience.

Gwen blushed and tried to ignore the juices, even as they got onto her hand. “Ben… I’m doing this with a m-machine anyway… actually doing it with one would be less creepy then this.” She gripped the shaft harder and moved her hand faster.

He swelled up inside her to replicate the tighter grip and kept pumping in time with her hand. “Hey you call it creepy. I call it fun.” He smirked a little, which didn’t actually mean anything given Upgrade’s inability to have a mouth, but he still gave off that same, smirking feeling.

Gwen glared down, gasping lightly as she moved her hand faster. “B-Ben this is really weird.” She couldn’t help her whining, girls in strap ons weirded her out enough, but to actually have to wear one, and jack it off. Well that was just a little too much for her to not complain about.

Ben chose to ignore the redundant comment as he kept time with her hand and buzzed a little inside her.

Gwen kept trying to think of reasons to stop as she hiccupped and wriggled against the metallic black penis bearing thong. “W-wait Ben… If the watch beeps o-out… then, then we’ll have to explain why you’re he-here to gramps anyway.”

“We’ll cross that road when we come to it.” Ben couldn’t have cared less. “Just keep a window open.” He still liked being vacuum strapped to his cousin’s crotch while something connected to him pumped in and out of her, and really what red blooded boy with a piece of advanced alien technology fused with his genetic structure wouldn’t?

Gwen grimaced a little as she arched her back, still working him with her hand as she bit her lip and wriggled, rocking her hips down against the black and white machine that was her cousin. She worked her hand form the tip to the base, going fast and hard. That’s how she liked to masturbate, so that’s how he was going to get if from her.

Ben matched her pace, and depth, from tip to base going just as fast and just as hard as she was working the shaft. She sat up, shuddering lightly as she sort of straddled her bed. She pressed her crotch down into her bed to try and elevate feeling like she was having sex with her underwear. It just felt so odd to have something pressing into you, and nothing behind it. Or at least it did for her.

Almost obligingly Ben spread himself out on the bed under her, still attached, but widened out; he moved the penis from atop her crotch to a few inches in front of her, still between her legs as he kept her straddling the bed. He was still well locked over her, and the metallic manhood practically shimmering with her juices.

Gwen closed her eyes and bit her lip, stifling light whimpers and yips as she worked the shaft even faster. She wasn’t going to stop till Ben let her go, even if her arm cramped up, for her it was more a battle of stamina than trying to climax. Though Ben kept thrusting in and out of her as fast as she worked the penis, being a machine he wasn’t actually getting any pleasure from this, physically at least, he did think it was quite thoroughly awesome how he could get his cousin to jack off her bed.

She leaned forward a little, placing a her hand on the bed to steady herself as she tried to catch her breath. “B-Ben… come on… let’s stop for now. It’s not a good time for this.”

Ben pulled back any intrusion from her. “Do you really wanna stop now?” He twitched the penis on the bed a little. Gwen nodded weakly, her body was throbbing and dripping so it was obvious she was just talk. But she was rather uncomfortable what with their grandfather being right outside the door.

“Liar.” Ben called her on her fib and pushed himself back up inside her, just a little ways.

She blushed and yipped a little. “B-Ben this is too much, Grandpa can walk in at any time, and besides… My hand’s getting tired.”

It was then when Ben got probably one of his worse ideas of the afternoon. “Well then, use your mouth.” He moved the metallic manhood a little further away from her and smirked.

“Excused me?” Gwen glared down at him, and Ben really felt that he probably should’ve worded his request a bit better.

“You heard me. If your hand is getting tired why not used you mouth?” But as long as he was trying to be manly and bossy, he might as well roll with it.

“Damn it Ben!” Gwen blushed a little and crossed her arms over her chest. “How about I walk straight outside right now and tell gramps about everything we’ve been doing. I am not going to let you boss me around!” She may have been straddling a bed with a mechanical alien version of her cousin strapped to her crotch, but that didn’t mean she was going to let Ben think he could get all bossy.

“Well how about I tell him about all those sites that you’ve lied to about being eighteen?” Ben was totally bluffing, he had no idea that his sweet innocent cousin had probably looked up more, or at least better quality, porn than he had. Of course he hadn’t really known she masturbated until a few hours ago either, and after the past couple of encounters she didn’t seem so sweet or innocent either.

Gwen flushed bright red, remembering the movie she’d been watching before this whole thing started. “Y-you think that holds a candle to me telling him how you molested me as Ghostfreak?” She sighed a little. “Please Ben…” She didn’t really want to fight, she was still hot, but she was nervous too, and those two never sat well together.

It was about then when Ben got his third, and probably one of his better ideas of the afternoon. He pushed up inside of his cousin. At first he just sort started a swelling mass, pushing against her crotch from the bed, but then, as a little bit pushed into her, he followed it with a little more, and a little more after that, and so on and so forth.

Gwen bit her lip and shifted nervously as the gripped the blanket under her as right as she could, wincing a little. She tried to stifle the high pitched chirping that she’d always make when she really liked something that was happening to her.

Ben smirked a little and did completely away with the metallic shaft on her bed. He had a new idea for her, and he even untangled himself from her crotch, spreading out over the bed a little bit more, pinning her panties to the bed with the swelling mass he was using to penetrate her.

She tossed her head back and tightly closed her eyes as she shivered and hiccupped, wriggling her hips against the swollen mass beneath her.

All the while Ben just sort of kept still beneath her. His intention to be nothing more than the tool of her enjoyment, although speaking of tools of enjoyment, he had long since defused from her toy, leaving it gently tucked under her pillow.

Gwen sat there on top of him, panting as she tried to catch her breath, calm her nerves, and ignore the gentle throbbing she felt from inside as he had pushed up into her. Her cousin just sort of sat there beneath her, not really moving at all, wrapped over her legs, and waiting for her to move for herself.

She didn’t, not at all, just sort of sitting there on top of her, back arched lightly, before she took a deep breath and tried to get off him. Which did one of two things, it did move her lightly up off the intrusion he had penetrating her, it didn’t get her very far, he legs were pretty well held in place.

Gwen panted a little more, leaning forward and placing her hands down on the bed in front of her as she slowly lowered herself back down onto him. She winced once, but a soon as she was as far down as she could get, she started to slowly move back up again.

Ben smiled as his cousin started moving on and off him rhythmically, actually rocking her hips a bit when she was all the way down, moving him about inside her a little before she’d pull up.

Although as usual, Ben didn’t know when to keep his mouth shut. “Heh, so Gwen, how do you like being on top?” He smirked a little and swelled up inside her a little more.

“I don’t like being on top when it’s just my bed.” She pouted a bit, but sped up her pace as Ben swelled up a bit more of a bulge beneath her. Gwen blushed, and kept right on pouting, even as she leaned back and started truly bouncing on him as the tip of his intrusion poked into a certain spot right there in the back.

Ben did his best to memorize the landscape of his cousin’s insides. It was a bit easier when you where a machine and didn’t get distracted by the actual feeling of being inside her, and he had a sneaking suspicion that it might come in handy in the future.

This suspicion was reinforced when she arched her back and started bucking, her bed squeaking a little as she truly started to ride him.

It was then when Grandpa Max knocked on her door. “Gwen, your food’s getting cold.” He didn’t open the door, o even remotely look inside, as he’d actually been outside working, being very noisy and oblivious, and had just come back for a cool beverage.

The shock of having their Grandfather walk in on them send Ben clinging to his cousin, pressing himself up into her, and probably forcing a little more of himself inside of her than he should’ve as he wrapped around her legs.

Gwen had the breath forced from her by her cousin and she shuddered violently as he stretched her out till it hurt. She tossed a blanket around herself and gasped to reclaim her breath. “O-ok… ay… B-be… r-right there. Ha…”

Ben relaxed a little, which caused him to sort of pour out of his cousin. “Maybe we should stop…” He reduced to a puddle of machine alien and just sort of sat there.

Gwen laid back and shivered a little, panting. “Ben, that really hurt.”

“Sorry, he startled me.”

She sighed a little. “Can you at least, dare I say it… cuddle with me for a second?” She smiled, the pain had cast any of her arousal she’d had to the wind, and now she was just sort of warm and wanted something to snuggle with.

Ben smirked up at her, and coiled himself completely around her, sliding up inside her clothing and acting like a second skin as he brought his eye up to eye level with her. “How’s this?

Gwen giggled slightly and nuzzled the robotic eye in front of her. “Better… “ She smirked a little. “N-now find a way to sneak back to camp so we can eat.” She crinkled her nose a little and shifted, trying to get the knots out of her muscles, she been put in some rather awkward positions in the past few hours. It was a good thing she was ten and flexible.

Ben dove off her and out a window, flowing in a smooth arch off her shoulder and down into the swamp muck.

Gwen laid back on the bed, just sort of staring up at the ceiling as she contemplated where along the road she’d started finding it normal to have her idiot cousin fuse to her stuff and molest her as an alien machine life form.

She sighed and fixed up her clothes, limping around her room a little before she was confident enough that it wasn’t noticeable to push the door open and look for the food. “Alright Grandpa you did save me some didn’t you?”

Grandpa Max was under the Rustbucket twisting something, but had left the RV’s door open to try and let it cool out a little, Florida was steamy state. “Yeah, in the fridge on the top shelf.”

A moment, and a red flash, later, Ben Tennyson walked out of the swamp quite thoroughly covered in mud. “Yo.” He smirked, giving off that deep, young boy covered in mud equals all is right in the world vibe.

Max rolled out from under the RV and looked over at him. “Where have you been? You missed dinner.”

Gwen plucked the Chinese food containers from the fried and despite maintaining a slight limp, she walked over to the table and started chowing down.

Ben smirked at her as he walked in. “So, what’s for dinner? I’m starved.” He grinned a bit.