Ben 10 Porn Story: alien

Ben Tennyson groaned and twisted around in his chair so he could watch his cousin Gwen as she typed something into her laptop as she read it out of her spell book. “I can’t believe Grandpa left us here in the Rustbucket while he went to get some parts,” Ben groaned as he looked around the RV. “Considering how advanced this thing is you’d think it wouldn’t break down as often as it does.” “Shut up, doofus,” Gwen said without looking up from her spell book as she stumbled over the translation of the spell she was reading. “I need to concentrate on this and I can’t do that if you keep complaining every two minutes. You know as well as I do that all grandpa’s advanced technology was added to the Rustbucket after he bought it. That means it breaks down just as often as any RV as old as this one.” “I know,” Ben moaned as he twisted into a new position in his chair, “but why couldn’t he take me with him to get the parts? This is so boring just waiting for him to get back, at least you can study your spell book, what am I suppose to do?” “Whatever you want,” Gwen told her ten year old cousin as she frowned at her spell book again, “as long as you keep quiet and leave me alone so I can concentrate on this new spell.” “Ok, whatever you say dweeb,” Ben said as he settled back in his chair and set his head down on his crossed arms so he could look up at his cousin’s bright red hair from the top of the table. When Ben realized that Gwen was ignoring his best efforts to distract her he shifted his arms so he could look at the oversize watch on his left wrist and started twisting the ring around the crystal. He cycled through his regular alien heroes like Heat Blast, Four Arms, and Wild Mutt without stopping and when he got to the end he tried pushing another button before giving the ring one more twist until a new silhouette appeared on the watches crystal. “All right,” Ben said under his breath as he hit the switch so the watches face popped up to form the activation plunger. Ben hesitated and glanced over at Gwen to see what she was doing and heard his cousin muttering a spell under her breath. Gwen’s voice took on the odd bottom of the well reverb that signaled her success in tapping into her magic powers and Ben figured this was the perfect time to activate the Omnitrix since she’d be too preoccupied to notice what he was doing until it was too late. Ben slammed down the watches plunger and felt its power surging through his body, shifting his DNA to match that of the alien showing in the Omnitrix. As the watch altered his DNA Ben felt his body shifting to take on the form of the alien he’d seen in the watch’s display. When his body finished shifting into its new form Ben looked down to see how things had changed. As usual he now seemed to have an adult form – at least the alien appeared to be about six feet tall – and he appeared to be a humanoid with a skin tone that looked like the golden tan most people only dreamed of. On his long fingers and the heels of his hands he could see some kind of scaly pads that matched his skin tone but stood out from the rest of his hands in a subtle way. That was as far as Ben got in his self examination before Gwen started yelling at him and he turned to see her glaring up at him with the same green eyes that normally stared back at him from the mirror, in fact her whole face looked a lot like his own – even more than most cousins – in fact the only noticeable difference between them was the color of their hair. “Benjamin Tennyson,” Gwen growled in a voice almost too soft to hear except that Ben’s new alien form seemed to have much sharper hearing than he usually had. “Do you have any idea what you just did?” “Not really,” Ben muttered, “but I’m sure you’re about to tell me you geek.” “Oh I’ll tell you alright,” Gwen hissed. “I was in the middle of casting a spell when you used the Omnitrix and the flash of light from its activation disrupted me so that I miss spoken the end of the spell. When that happens anything could happen with a spell.” Ben was starting to figure out some of the things his new alien could do. As Gwen picked up her spell book to take a closer look at the spell she’d been casting he realized that his sense of smell was good enough to recognize the anger in her scent, but under the anger he detected two other smells that stood out from her soap, shampoo, and other unnatural smells. One smell peaked his interest but even though his alien form seemed to recognize the scent Ben didn’t know enough to say what the smell was. Besides, the second smell was far more interesting, and growing stronger by the second. Ben could almost feel the second scent overwhelming his senses and before he knew what he was doing he increased the strength of his own pheremones and noticed the shift in Gwen’s scent as her own body responded to the increase in his pheremones. “Oh no,” Gwen groaned, Ben saw her face grow pale before it blushed as red as her hair. “What’s wrong,” Ben asked in his alien baritone that seemed to purr as he spoke, in fact he was purring, a sound that issued from deep in his chest even as he spoke, but since Gwen didn’t seem to react to the sound he suspected that the purr was somewhere in the ultrasonic range so she couldn’t hear it even though the sound was clear to his alien ears. “The spell I was casting,” Gwen said as she stared at the page in front of her, “I thought it was a charm spell – you know, charm your enemy so you don’t have to fight him – but now I see that I mistranslated the name of the spell. It’s actually a lust spell, and the point where you interrupted the spell was when I was naming the target of the spell.” “Don’t tell me,” Ben said as the interesting smell Gwen was giving off increased again, “I was suppose to be the target, right?” “No way dweeb,” Gwen snorted, “I wouldn’t waste a spell like this on a peabrain like you. I was going to give the spell a null target, that’s no target to you, Ben, that would negate the spell before it took affect, but thanks to your interruption I accidently cast it as a general target instead. That means everyone in our general area was affected by the spell.” “How large an area are you talking about?” Ben asked as his purr shifted registers and the pads on his fingers and hands started vibrating at the same frequency as his purr. “Not very large,” Gwen said her relief obvious in her scent, “in fact no one outside of the Rustbucket was affected.” “That’s not too bad then,” Ben said as s smile crossed his lips. “Of course you know what this means don’t you Gwen?”“No,” Gwen said with a frown, “what does it mean, Ben? “It means if you tell Grandpa Max about me using the Omnitrix than I’ll tell him about you casting a dangerous spell.” Gwen let her spell book drop to the table as she turned to glare at her cousin, “Benjamin Tennyson, you wouldn’t dare.” “If you don’t tell I won’t tell,” Ben said with grin. The underlying smell from Gwen’s body was growing stronger with every second and Ben thought he was noticing some other changes as well. He thought he saw something poking out against the fabric of Gwen’s shirt and his eyes suddenly zoomed in for a close up view of his cousins blue on blue tee shirt where the cloth stretched out on either side of the dark blue cartoon cat just below the shirt’s dark blue yoke. With his alien eyes Ben could actually see how Gwen’s erect nipples stretched the fabric of her favorite shirt. “Ben, what do you think you’re doing?” Gwen snapped. Ben could smell his cousin’s anger for a split second, but it quickly disappeared, overwhelmed by the smell of her curiosity and lust. “Sorry, Gwen,” Ben said in the new alien’s vibrating baritone when he looked down and realized that the crotch of his costume had vanished and released his penis to bob erect in the air where the cute red head could follow it’s movements with her eyes as she licked her lips nervously. “You know how the watch – and sometimes my aliens too – has a mind of its own. Here, let me cover myself up for you,” the ten year old said as he reached to grab a nearby towel. “No!” Gwen cried before Ben reached the towel, for a second he wasn’t sure which was stronger – her curiosity or her lust – but he soon realized that her lust was going stronger by the second and the scent of it was pushing his own pheremones – as well as his ultrasonic purr – to new heights. “Is that really what a penis looks like?” Ben took a closer look at his alien cock and realized that it actually did look a lot like his own, at seven inches it was about an inch longer than his normal size and a little thicker as well, but it still had the slight curve from base to tip that he had. “It’s a little bigger than usual,” he told Gwen as she kept staring at the erect prick, “but it looks just like my cock.” “Can I look at it, Ben?” Gwen asked, hesitantly reaching for the penis with an outstretched finger. “Can I touch it?” “You can touch it all you want, Gwen,” Ben said with an indulgent smile. “As long as you take off your shirt so I can look at your tits and play with them while you’re doing it.” Ben could smell Gwen’s anger spike again, but it was gone almost before he knew what the scent was, washed away by a tidal wave of lust and curiosity. “Deal,” Gwen said, grabbing the hem of her shirt and lifting it up over her head in one quick move. Under the shirt she wasn’t wearing a bra and the small mounds of her breasts stood out just an inch or two from her chest while her erect nipples stood out a quarter of an inch further, bobbing up and down where the fabric of her shirt had caught them in her rush to get it off. “Satisfied?” Gwen asked, putting her fists on her hips while Ben stared hypnotized at her vibrating nipples. “Oh yeah,” Ben said with a bemused smile on his as he reached out to touch Gwen’s tiny tits with the pads of his alien fingers. As soon as his fingers made contact with Gwen’s skin he sent an ultrasonic pulse through the pads to stimulate the sensitive nerves connected to his cousin’s nipples. Gwen let out a short gasp of pleasure and her whole body shivered at Ben’s touch, but she only let the sensations distract her for a second before she reached for her own prize and wrapped her hand around Ben’s cock as she brought her face in for a closer look. “Just how much bigger is this cock to the one you usually have?” Gwen asked as used the index finger of her other hand to stroke the tip of Ben’s cock. “I think it’s about an inch longer and maybe a quarter inch than mine,” Ben said, suppressing a groan of pleasure as his cousin ran her finger around the head of his erect prick. “From the locker room at school I know that I have the largest cock in my grade, in fact I’m bigger than most of the guys in sixth grade.” “Wow, I didn’t know anyone our age could be that big,” Gwen said as she let her hand move slightly up and down along Ben’s shaft. Ben suppressed another moan of pleasure and tried to concentrate on what he was doing with Gwen’s tits while she started playing with his cock. In the back of his mind he was wondering just how far Gwen would let him go with her, and how far he’d let her go with him. From the strength of the lust he was smelling from her he suspect the two of them were about to let themselves go further than they’d ever dreamed. Even as he was wondering Gwen noticed a clear drop of precum oozing from the slit at the tip of his cock and she stuck out her tongue to catch it before it had a chance to roll down his shaft. “Oh God, that feels so good Gwen,” Ben groaned as he pinched the redhead’s nipples and sent a pulse of ultrasonics straight to her nerves so her whole body shivered in response, just short of a full orgasm. “Whatever you’re doing, Ben,” Gwen said as she licked her lips, “it feels just as good. Ben I want to try something, but it’s more than we agreed to.” Ben could smell the lust rolling off Gwen’s body and had an idea what she wanted to do, but she was making him feel so good he’d be an idiot to turn her down now, but he wasn’t about to let her know that. “Do whatever you want, Gwen, but it’s going to cost you later.”“I’ll pay whatever it takes,” Gwen said with a worried frown, “but I’m not going to argue with you now.” As soon as she agreed to Ben’s terms Gwen moved her head right into Ben’s crotch and slipped her lips around the head of his alien cock as she held the shaft steady with both hands. She let her tongue roll around the tip for a few seconds and then slowly moved her lips down the shaft and back up again, letting the head of the cock slide a little further down her throat with each stroke. Ben’s breath was coming in gasps of pleasure as Gwen sucked his cock down her throat. He could feel the walls of his cousin’s esophagus massaging his larger than normal size shaft and he was doing his best to hold back his approaching orgasm as he transmitted his pleasure through the pads of his fingers to Gwen’s tits. Ben felt Gwen shiver again as the ultrasonic vibrations from his hands sank deep into her body, giving her more pleasure than she ever thought possible. With one hand on his cousin’s shivering tits Ben shifted his other hand down to her belly, just above her white calf length pants and started sending an ultrasonic pulse through his finger pads and into the girl’s stomach. Gwen felt a surge of something when Ben moved his hand down to her stomach and her pussy responded with a surge of sexual energy that raced up her spine to her head where it exploded with a rush of pleasure that felt better than anything she’d ever managed to do when she played with herself. As her body jerked and shook from her orgasm Gwen tried to concentrate on sucking Ben’s cock as far down her throat as it would go even as her muffled screams of pleasure escaped from around the shaft wedged in her mouth. Once her head stopped spinning Gwen went back to deep throating Ben’s oversize cock, but in spite of the fact that he was trying not to cum it wasn’t more than a half dozen strokes that she felt the shaft bulge and expand slightly in her mouth as her cousin’s alien form shot a load of cum deep in her throat. “Wow,” Ben groaned as he dropped back in his chair once she released his half erect penis from her sucking mouth. “That was incredible Gwen,” he groaned, “How did you ever learn to give a blow job like that? I thought for sure this was the first time you ever saw a real cock in your life.” “It was,” Gwen admitted as she gave her cousin a superior smile and brushed her coppery hair out of her face. Sometime during the blow job she’d lost her blue barrette and she started looking around to see if she could spot it, she figured anything would be better than to look at Ben in his alien form and wonder how that cock would feel sliding in and out of her pussy instead of her mouth. But she realized she was thinking about it even when she wasn’t looking at Ben so after a few seconds she gave up looking for the missing hair ornament and turned back to look at her cousin. In his new alien form Ben could almost pass for human, as long as he found a way to hide the scaly pads on his hands and fingers. A cap would probably hide his bald head easily enough, and if you didn’t look too closely at his eyes they looked human, but when you got close enough you could see that the multi-faceted eyes were only forming the illusion of normal human eyes. “As far as the blow job is concerned,” licking a drop of cum from her lips Gwen continued from where she’d left off earlier, “I do believe in being prepared you know. I knew I’d give someone a blow job sooner or later so I’ve been practicing on carrots and weiners for the last six months. But I never expected you to be the first guy I sucked off, or that you’d be so big. Of course it’s only your alien form that has the big cock.” “Hey, I have a big cock,” Ben snapped, “it’s just not as big as my alien one.” “If you say so Ben,” Gwen said, wondering if Ben’s cock was really as big as he claimed and what it would feel like fucking in and out of her pussy. She noticed the way Ben’s slitted nostrils flared as she watched for his reaction and wondered if it was significant. “So Gwen, are you ready to find out what I want for letting you suck me off like that?” Ben asked, giving his cousin a mischievous grin. “Let me see,” Gwen said, looking at the way Ben’s cock was starting to grow hard again. “Does it have something to do with me doing all your chores for a week?” “You wish,” Ben said with a snort, “I figure since I let you suck me off, you have to let me suck you off. Get out of your pants and panties Gwen, I’m going to eat your cunt until you scream with pleasure.” “Yeah, right,” Gwen said, hoping Ben didn’t notice that her cunt was so wet that her pants and panties were soaked clear through. “Still, I did promise to give you whatever you wanted if you let me suck you off, so if you want to eat my pussy I guess that’s what you’ll get.” Gwen stood up and kicked off her sneakers before she grabbed her pants and panties and shoved them both down to her ankles with one quick push and then stepped out of the puddle of white and pale blue cloth before she turned and sat back down on the edge of her bench. “That was easy,” Ben thought to himself as he watched Gwen sit back down naked. The lust he smelled from Gwen’s body was stronger than ever and he wondered how it was that she couldn’t smell her own lust as it continued to build with every second. Still he wasn’t about to say anything that might spoil his chance to get further with Gwen than he’d ever dreamed possible. As he got up from his chair Ben felt his costume drop away from his alien body and form a puddle of its own on the floor next to Gwen’s clothes and he wondered if the alien uniform was anticipating his intentions even before he knew what they were. He knelt between Gwen’s thighs and pushed them even further apart so he could get a good look at her cunt before he started eating it. The lips around Gwen’s slit were pink and puffy and Ben licked his lips in anticipation when he saw how wet they were already. When he zoomed in with his alien vision Ben could make out a few wisps of copper red hair scattered around his cousin’s mound, but there wasn’t enough hair to be noticed by the naked human eye yet. Ben placed one hand gently on Gwen’s belly and the other one by the top of her slit, just above where he could see her clit poking out of its sheath. As soon as his finger tips touched Gwen’s skin he started sending an ultrasonic pulse through the pads and he grinned when he heard a groan of pleasure escape from his cousin’s lips as her clit started quivering and cunt juice started drooling from her pussy. “I think we’re both going to love this Gwen,” Ben said as he scooted closer to her pussy. “I know we are,” Gwen groaned. Ben ran his tongue along Gwen’s slit, first on the right side, then on the left, he did it over and over again and watched as her pussy lips filled with blood and pulled away from her fuck tunnel. Ben wasn’t sure how he knew what to do, but it was clear that this wasn’t the first time for his alien form and he let his alien instincts take over while he went along for the ride. He opened his mouth as wide as it would go and locked his lips around Gwen’s pussy, sucking hard enough to draw the cunt juice right out of her slit while his fingers teased the girl’s clit with one ultrasonic pulse after another to make sure there was always more juice to suck down his thirsty throat. Five minutes after Ben started eating her pussy Gwen had her first orgasm, her whole body going ridged and arching off the bench as she screamed loud enough to make the windows of the Rustbucket shake a buzz. After Gwen had her first orgasm Ben stiffened his tongue and shoved it between his cousin’s pussy lips as deep as he could, deep enough to feel Gwen’s cherry where it stretched across the girl’s fuck hole, a weak guardian protecting her virginity. As the tip of his tongue touched Gwen’s hymen Ben sent another ultrasonic pulse through his cousin’s belly and clit and grinned, pleased at his own success in sending the girl into another earth shattering orgasm. “Oh God, Ben,” Gwen panted as her whole body shook in the aftermath of her newest orgasm. “This is incredible, but it’s not enough. Ben, you’ve go to fuck me. Please Ben, fuck me, fuck me now.” Ben looked past the small mounds of Gwen’s tits and saw the determined look on his red haired cousin’s face as she grabbed his head in her hands and tried to pull him further up her body so his now fully erect prick could make the trip to her cock starved cunt. “Are you sure you want to do this, Gwen?” Ben asked as he placed the tip of his alien cock against her swollen pussy lips. He didn’t really need to hear Gwen’s response since he could smell the arousal and lust rolling off her body like a tidal wave that threatened to drown him. “Yes Ben, I’m sure I want you to fuck me right now,” Gwen practically screamed at him as she tried to trap the head of his cock with her cunt lips. “But shouldn’t I be wearing a condom or something?” Ben asked as he tried to figure out if he really wanted this as much as Gwen did. “I mean, you don’t want to get pregnant, do you?” “Ben,” Gwen said as she grabbed her cousin’s ass and tried to pull him down into her pussy, “you’re an alien, remember? Your whole DNA code is changed every time you use the watch, that means it’s no longer a match for me and you can’t get me pregnant no matter how much you want to. Besides, I’m too young to get pregnant, I haven’t even started my periods yet so we’re perfectly safe.” Ben suddenly remembered the scent he’d picked up earlier and realized there was something important about it that he should tell Gwen, but he just couldn’t think straight enough to think of what he needed to tell her. After they fucked, then he’d tell her about the scent, and maybe together they’d figure out what it meant, but right now he just had to get his cock into his cousin’s cunt and pop her cherry so he could fuck her. Once he decided to go ahead with Gwen’s demands to fuck Ben stopped hesitating and eased the head of his cock into the red head’s fuck tunnel. For the first few inches he’d shove an inch or so of his cock into his cousin’s hole and when she got use to it he’d pull back a little and then shove forward hard enough for another inch or so to enter her cunt. Ben kept going this way until the tip of his cock met with the barrier he’d been expecting. “Gwen,” Ben said as he looked down at his cousin’s sweat soaked face and hair, “I’m going to pop your cherry now. It’s going to hurt like hell for a few seconds, but after that we can really fuck and you’ll love it.” “I know, Ben,” Gwen said through gritted teeth, “I’m ready, pop that damn cherry and then let’s have some real fun.” “Ok,” Ben cried as he pulled back until only the head of his cock was in Gwen’s tight cunt, “here we go.” With all the strength of his alien body Ben shoved forward, sliding his prick through his cousin’s willing slit until it met her hymen and drove right through it until his cock was buried to the base and his balls bounced off her tight little ass. Gwen screamed and Ben leaned forward to kiss the tears of pain that dripped out of her closed eyes and down her cheeks. “I’m sorry Gwen,” he said when she opened her eyes and looked him straight in the face, “that’s the best way I know to take a girl’s cherry, it hurts like hell, but it’s over quickly. Now lets relax for a minute or so until you’re ready to keep going and then we can start fucking and you’ll forget all about how much it hurt to loose your virginity.” “Whatever you say, Ben,” Gwen said sniffling a little as she tried to catch her breath. As Ben waited for Gwen to give him the ok he shifted one hand to her cunt, just above where his cock entered her body, and the other one to her belly and started sending ultrasonic pulses to the nerves in those areas to stimulate them into new heights of pleasure. After giving Gwen a good hard tongue filled kiss Ben moved his lips down to her tits so he could suck on her nipples. It took longer than Ben expected for Gwen to recover after loosing her cherry but after about two minutes stimulating her clit, belly, and tits opened her mouth with a gasp and told him to start fucking her. Even as he pulled his cock out for his first thrust Ben could feel Gwen’s pussy muscles quivering with her approaching orgasm and he increased the level of the pulse from his fingertips, pushing the red head into a screaming orgasm with his first full thrust. Ben increased the speed of his fucking with each thrust and once Gwen recovered from her orgasm she locked her legs behind Ben’s ass and her arms behind his head as she started screaming at the top of her lungs, “Fuck me Ben, fuck me.” “Oh yeah,” Ben said with a wide grin on his face as every thrust pushed Gwen’s bare ass into the thin cushion covering the bench. “Oh God, I’m gonna cum again,” Gwen wailed as her words trailed off to a scream of pleasure and she closed her eyes against the light show that seemed to shatter her head. While Gwen was screaming in pleasure she missed the distinctive multiple beeps of the Omnitrix timing out and with her eyes closed she didn’t see the flash of green light as Bens body shifted back into its human form. For a second Ben hesitated, now that he was human again he’d lost his alien forms instinctive knowledge of how to fuck and he wasn’t sure what to do, but when Gwen bounced her ass off the bench beneath her and slammed her cunt full force into his crotch he didn’t have to think about what to do, his body took over like it had been fucking for years. In three thrusts Ben had his rhythm back and he was meeting his cousin thrust for thrust as he buried his cock as deep in her pussy as he could every time he slammed his hips forward. Ben was able to keep going for another five minutes after he shifted back to human but then he felt the tension growing in his balls and he knew he wouldn’t be able to hold out much longer. “Gwen,” he called to his cousin, “I’m gonna cum.” “So am I Ben,” Gwen whined. “But Gwen,” Ben said, “I’m human again. If I cum inside you as a human I could get you pregnant.” “I already told you Ben, I’m safe, I haven’t started my periods yet so you can’t knock me up. Keep fucking me, I want to cum again and I want to feel your cum juice inside me.” “Ok Gwen, if that’s what you want,” Ben said, he wasn’t about to tell Gwen that he wanted to cum inside her as much as she wanted him to do it, besides, there was no way he could pull out in time the way she had her arms and legs wrapped around his body. Ben only managed to last four more thrusts before he felt his balls clench hard and he slammed his cock into Gwen as hard and deep as he could as he shot a load of baby juice deep into the red head’s ten year old cunt and screamed, “I’m cumming Gwen, I’m cumming.” “So am I, Ben,” Gwen screamed as her pussy clamped tight around Ben’s cock and held him tight. “I can feel your cum inside me, Ben. This is so fucking incredible I never want to stop.” It was several minutes before Ben recovered enough to pull his flaccid cock out of his cousin and make his way back to his chair. “I can’t believe we just did that,” Ben moaned as he watched Gwen sit up on the edge of the bench. “Neither can I,” Gwen groaned as she reached for the tissue box. Ben was surprised when Gwen took the tissue and stuffed it into her pussy instead of using it to clean up the mess dripping out of her fuck hole.
“What are you doing, Gwen?” Ben asked. “I’m making sure I don’t lose any of your cum, doofis,” she said as she grabbed some more tissue to wipe away the drips of cum on her thighs. I told you I like having your cum in my cunt, and since I can’t get pregnant I want to make sure it stays in there where it belongs.” “Look, Gwen, I’m really sorry I messed up your spell by playing with the watch when I did,” Ben said with as much sincerity as he could muster. “I’m also sorry for what happened afterward too.” “Well I’m not,” Gwen said as she gave her cousin a broad smile. “If I hadn’t miscast that lust spell we never would have fucked, and we never would have realized how much we love fucking each other.” “But Gwen,” Ben said with a frown, “I wasn’t the one fucking you that was Horndog.” “Horndog?” Gwen asked. “Well after a fuck session like that what else am I suppose to call an alien that built for nothing but fucking?” Ben asked. “Well whatever you call your new alien there’s something you need to know,” Gwen said. “No matter how many orgasms Horndog gave me, no matter how hard I came with every orgasm he gave me, it wasn’t until you changed back to Ben that I really enjoyed the fuck.” “That’s crazy,” Ben said, “Horndog knew exactly what he was doing when he fucked you, he knew just how to make you cum faster and harder than I ever could.” “Exactly,” Gwen said as she grinned at Ben’s puzzled expression. “Horndog knew all kinds of techniques to make me cum over and over again, but his heart wasn’t really in it. But when you became human again you didn’t have the ability to use those techniques anymore, but what you lost in technique you gained in enthusiasm and that enthusiasm is what makes you a better fuck than Horndog.” “I guess I can understand that,” Ben said with a shrug. “For me, as long as I was Horndog all I could think of was using my powers in just the right way to give you as much pleasure as possible. I wasn’t really able to enjoy fucking you until I changed back and didn’t have to worry about how to use my powers. And boy did I enjoy fucking you then, too bad it will never happen again.” “What do you mean it will never happen again?” Gwen asked. “The whole thing was because of your lust spell, right?” Ben asked. “Unless you decide to cast it again it’s not like we’re ever going to fuck again.” “I don’t know about that, Ben,” Gwen said. “The lust spell ran out a while back, and all I know is that I can’t wait to get that beautiful cock of yours in my tight little cunt again. Ben, I want to fuck you and I think this would have happened eventually, lust spell or no lust spell.” “Maybe you’re right, Gwen,” Ben said with a sigh of relief, “and you have no idea how happy I am to hear that you want to fuck me again, because I really want to fuck you again. But how are we going to manage it?” “It’s not that hard,” Gwen said with a grin. “In fact I think we can manage at least one fuck a night. All we have to do is leave after the camp is set up and before grandpa has supper ready. It should be easy to find a place with some privacy where we can get in a good hard fuck and still get back in time for supper.” “You’re right,” Ben said with a large satisfied grin. “But that will have to wait for tonight,” Gwen pointed out, “because right now we have to get dressed before Grandpa Max gets back with the parts for the Rustbucket. So this will just have to hold you until tonight,” Gwen said as she leaned over to give Ben a kiss before she bent down to pick up her clothes and toss Ben his. “Hey dweeb,” Gwen said as she carried her food to the table in the Rustbucket and set her bowls down, “take your feet off the table. Do you have any idea how gross that is?” “How can you say I’m gross when you eat something like that?” Ben asked as he took his stocking feet off the table without taking his eyes off his handheld video game, he put his shoulder against the wall as grandpa Max took the off ramp just a little to fast. “I mean, who eats sauerkraut and strawberry ice cream?” “It’s not like I had much choice,” Gwen said as she took a spoonful of sauerkraut and held it in front of her mouth as she spoke. “After you raided the fridge this morning this was all we had left.” “At least I left something for you,” Ben said, “so why are you complaining?” “Actually I’m not,” Gwen said, putting her spoon down and leaning close enough to Ben so he could hear what she was saying as she lowered her voice. “When I opened the fridge I realized that sauerkraut and strawberry ice cream was exactly what I was craving.” “So you’re not complaining then,” Ben said. “That’s fine with me.” “You’re such a doofus,” Gwen said as she glared at Ben, but the wink she gave her cousin said something much different, especially when curled her fingers and moved her hand back and forth in front of her open mouth to show how much she was looking forward to giving him a blowjob. “And you’re such a geek,” Ben responded, sticking his tongue out at Gwen and moving it up and moving it up and down like he was licking her bald pussy. “Keep it down you two,” Grandpa Max said from the driver’s seat. “I know it’s early but after the way we all took out those bank robbers earlier I think we could use a little extra rest tonight. I know a great camp site just a few miles off the highway so we’ll make an early night of it. And in spite of the way you kids have been raiding the fridge I know we have enough food for tonight and tomorrow, but we’ll have to stop at the store before we get very far in the morning.” “Sounds good to me, grandpa,” covering his mouth so his grandfather wouldn’t see the way he licked his lips as he gave Gwen a suggestive wink. “Those bank robbers tired me out more than I realized so I wouldn’t mind getting to bed early tonight.” “Sounds good to me too,” Gwen said as she finished her food and took her dishes to the sink and washed them before she put them away. When she turned back to the table she looked to make sure grandpa wasn’t looking before she patted her crotch so Ben could see what she was doing as she walked back to the same bench where the two of them had fucked for the first time a month earlier. After glancing at the driver’s seat again Gwen took a note from her pants pocket and slid it across the table so Ben could read it. “You don’t want me to change before we meet tonight?” Ben asked in a whisper, “why?” “I’ll explain later,” Gwen hissed as she made sure Grandpa Max wasn’t looking at them in the rearview mirror, “just do it, ok doofus?” “Whatever you say, geek,” Ben responded, giving Gwen a quick wink to show he didn’t really mean anything by the word. He noticed that his cousin was looking past him and turned to see that they were passing an abandoned cabin. “He grandpa, how long before we get to the campsite?” Ben asked as he and Gwen watched the cabin disappear behind them. “We’re there now,” Grandpa Max said as he slowed to turn onto a short two track road.

“I’ll leave first and meet you at the cabin as soon as we get camp set up,” Ben whispered to Gwen.” “Ok,” Gwen whispered back, “I’ll meet you at that abandoned cabin we just passed, but until then we keep away from each other.” “Just like every other day,” Ben said with a soft chuckle, “you don’t know me, I don’t know you, we sneak off separately and then meet up and fuck like crazy until it’s time to come back for dinner. The highlight of every day for me.” “Me too,” Gwen said as she gave Ben a quick grin and wink. “So I’ll see you at the cabin.” “Bye grandpa,” Ben called, heading off as soon as they had the camp set up. “Where are you going Ben?” Grandpa Max asked as he placed the tools back in the storage cabinet of the Rustbucket. “I’m just gonna look around, grandpa,” Ben said with a shrug, walking backward as he talked to his grandfather and tried to keep a straight face when he saw Gwen moving her fist back and forth from her mouth like she was giving him a blowjob already. “Ok,” Grandpa Max said, “just make sure you’re back in two hours for dinner. I’m making rattlesnake chili.” “Ok, grandpa,” Ben said, stretching the words out uncertainly. “I’ll be back for dinner, I promise.” “You know he’s going to do his best to avoid your rattlesnake chili,” Gwen said as she and her grandfather watched Ben disappear down the dirt road. “I’m sure he’ll try,” Grandpa Max said with a grin, “but he doesn’t know how long rattlesnake chili can simmer without going bad. As long as he comes back to go to bed dinner will still be ready.” “Sounds good,” Gwen said, trying to hide a cringe at the thought of her grandfather’s chili. “But if you don’t mind I think I’ll take a walk until dinners ready too.” “Go ahead Gwen,” Grandpa Max said with a quick wave of his hand as he turned back to the Rustbucket. As soon as Gwen headed up the two track Max turned away from the RV to watch his granddaughter as her hips swayed incisively with every step. He wondered if Gwen realized how much her walk had changed in the past month since she and Ben started fucking. With one hand Max dug into his pants pocket and fingered the blue barrette he’d found in the cushion of the bench after he’d noticed that it was missing from Gwen’s hair that day when he got back with the parts to fix the Rustbucket. That missing barrette was the first clue he had that something had happened that afternoon, another was the way Ben and Gwen started acting toward each other. On the surface nothing had changed but he’d noticed the way the two of them started looking at each other and the gestures they’d exchange when they thought he couldn’t see. It wasn’t long before he noticed other things too, like the way their clothes would be rumpled when they got back from their walks, or the cum stains on Gwen’s panties. And of course there was the surveillance video from the Rustbucket showing the whole scene of Ben and Gwen’s first fuck in living color and sound. Thinking about the video made Max think of the fact that he’d have more than enough time to watch it through twice if he got the chili started right away. He turned to watch the sway of Gwen’s hips again and felt his cock start to rise along with the smile on his face and he tried to shift his thoughts away from what Gwen and Ben were about to do in case his granddaughter turned around and noticed the way he was watching that wonderful ass of hers. His mind wandered back to Gwen’s snack earlier and he grimaced as he thought about it. “Cold sauerkraut and strawberry ice cream,” he muttered to himself. “I haven’t heard of a combination like that since . . . since. Oh my,” Max said as his eyes opened wide in comprehension. “It looks like this summer has turned out even more productive than I thought it would be.” “In fact,” Max thought as he turned to get one more look at Gwen’s bouncing ass and he adjusted his Hawaiian shirt, “if things work out it won’t be too long before my cock joins Ben’s in that tight little cunt of hers.” When Gwen arrived at the abandoned cabin she could tell that Ben had used his time to try and make things more comfortable for the two of them. Dust still coated the floor and every other surface in the cabin’s only room, but Ben had somehow managed to pull the mattress off the dilapidated bed and turned it over on the floor so the worst of the stains were hidden. The mattress still smelled of mold, but at least the smell was dim enough that Gwen could ignore the smell as she sat down on the lumpy pad. “So Gwen,” Ben said as he sat down next to her and gave her a lopsided smile, “why did you want me to come here without changing into one of my alien forms? Normally I would have changed into one of my aliens and searched the area to make sure we had some privacy, but tonight we can’t be sure because you told me not to change.” “I can take care of the surveillance,” Gwen said, pulling out her spell book and leafing through the pages until she reached the one she wanted. Her voice took on the reverb it always did when she was casting a spell but Ben didn’t notice anything out of the ordinary except that his redheaded cousin closed her eyes as she turned her head from side to side several times before she nodded in satisfaction and opened her green eyes again. “We’re fine Ben, the closest person to us right now is Grandpa Max, and he’s back at the Rustbucket. The closest person after him is over five miles away so we have all the privacy we want.” “Good,” Ben said with a nod. “But I still want to know why you didn’t want me to change. I hope it wasn’t because you wanted to try out a new spell.” “Ben, I’ve used this spell before,” Gwen pointed out. “The reason I wanted you to come here without changing is because I want you to turn into a particular alien form.”“Oh,” Ben said with a crooked grin and a quick wink, “it’s going to be one of those nights. So, who do you want to try this time? Fourarms? Upgrade? XLR8? Wildmutt? Wait, I know, Ditto, I remember how much you liked having both of your nipples sucked at the same time you were fucked and sucking cock.”“No Ben,” Gwen said as Ben started dialing the watch, “it’s not going to be one of those nights. While maybe it will later, but first there’s something I need to know and I think one of your aliens can tell me what I want to know. Besides, even though your aliens make for an interesting change every once in a while I still prefer you and your normal cock when it comes to fucking.” “Ok,” Ben said slowly, “in that case who do you want me to change into?” “I want you to change into Horndog,” Gwen said. “Horndog?” Ben practically yelled, “Are you crazy? The one and only time I changed into Horndog we ended up fucking each other crazy before we realized what we were doing.” “I remember, Ben,” Gwen said, giving her cousin a broad smile. “But you have to remember that while you were changing into Horndog I was casting a lust spell at the same time. From what you told me about your powers as Horndog I suspect that his senses are hypersensitive and he was overwhelmed by my lust as well as his own. As Horndog your senses went into overdrive from all the lust in the Rustbucket and you were feeding it back to me at the same time with your pheromones and ultrasonics and that’s why we ended up fucking like crazy. Without the spell I think you’ll be able to stay in control as Horndog, and with your heightened senses you should be able to tell me what I want to know. And if I’m wrong and we end up fucking like bunnies I won’t regret it any more than I did the first time we fucked – or all the times we’ve fucked over the past month.” “If that’s what you want, Gwen,” Ben said as he adjusted the watch until the plunger popped up, ready for activation. He hesitated for a second with his hand held over the plunger but when he looked at Gwen she nodded at her and he slapped it down. Ben felt the power of the Omnitrix run through his body as he shifted from his ten year old human form to the adult form of Horndog. When the change was done Ben took a deep breath and held it before releasing it in relief. “You were right Gwen,” Ben told his cousin, he saw the redhead sigh but he wasn’t sure if it was in relief or frustration. “I can smell how horny you are and I still want to fuck you, but without your lust spell I’m able to control my own desires and instincts. So, what do you want to know?” “First,” Gwen said, tapping her fingertips together in front of her chest, “you mentioned that there was a smell you noticed just before our mutual lust overwhelmed you. After you changed back you said that you couldn’t remember what the smell was or what it meant. Now I want you to try thinking back and see what you can remember about it.” “Ok,” Ben said, suppressing the purr that threatened to emerge from his chest as he tried to think back to a month earlier. “I remember.” “What was it Ben?” Gwen asked impatiently when her brown haired cousin didn’t say anything more. “The scent,” Ben said slowly, “now I know why I wanted to warn you. You were fertile, but how is that possible? You told me yourself that you haven’t even had your first period yet.” “And I still haven’t,” Gwen said with a sigh, “but a girl’s first fertile period is two weeks before her first period. Ben, what do you smell now?” Ben gave his cousin a puzzled look as he sniffed the air and slowly moved closer to her, sniffing even more intensely as he moved closer until he was just a few inches from her body before he backed off. “Well,” he said slowly in his rumbling baritone, “you don’t smell fertile. But the only word I get doesn’t make any sense; maybe it’s an alien term that doesn’t translate.” “What is the term, Ben?” Gwen demanded. “Gravid,” Ben said. “Does it mean anything to you?” he asked with a shrug of his well toned alien shoulders. “Yes,” Gwen said with a sigh as she plopped back on the mattress they were both sitting on. “It’s not an alien term, Ben, it’s English. It’s another way of saying I’m pregnant.” “Pregnant?” Ben said slowly after what he hoped was only few seconds of silence when he realized he’d been staring at a spot on the ceiling after Gwen gave him the news. “Are you sure?” “I am now,” Gwen said with a weak grin. “I’ve suspected the truth for a few days now, ever since I woke up sick to my stomach four days ago. Then I noticed that my breasts were feeling real sensitive and even ached a little bit. And finally there was the craving I had this afternoon. Thinking back on it now I can’t believe that I actually wanted sauerkraut and strawberry ice-cream, but even now I find myself craving it all over again.” “I’m sorry Gwen,” Ben said, sliding closer to his cousin’s prone body and starting to purr in an effort to comfort her as he reached out to stroke her body. “I didn’t mean to knock you up.” “I know that you dimwit,” Gwen said, “but it’s not really your fault, or at least not just your fault. Don’t forget, I wanted you to cum inside me, and I certainly didn’t stop you from fucking me over the past month. If anything I encouraged you to fuck me because I enjoyed it just as much as you did.” “So, what are we going to do now?” Ben asked as he ran his hands over Gwen’s stomach as he sent ultrasonic pulses through the pads on his palms and fingertips. “I mean, we can’t just walk into a clinic and ask for an abortion can we?” “Not without permission,” Gwen said, “but then I don’t want to get an abortion anyway.” “What do you mean you don’t want an abortion?” Ben asked. “What else are we going to do?” “I’m not sure if you’ll understand this,” Gwen said slowly, “but even though I didn’t want or expect this pregnancy, now that I know your baby – our baby – is growing in my belly I don’t want to lose it.” “I think I might actually understand what you’re saying,” Ben said as he slid his hands along Gwen’s belly, “especially since I can see the baby right now.” “How is that possible?” Gwen asked as she watched Ben’s roaming hands. “The ultrasonic pulses from my hands are working like an ultrasound,” Ben said. “Somehow my mind is able to interpret what the pulses tell me and I can actually see the baby growing in your womb. There’s not much to see right now, not much more than a pulsing lump of flesh, but it’s the most beautiful thing I’ve ever seen.” “I wish I could see it,” Gwen sighed. “You know we’ll have to tell Grandpa Max the truth. I think if we tell him the truth he’ll find a way to help us.” “Maybe,” Ben admitted. “The way he’s been looking at us lately I can’t help but wonder if he suspects the truth already.” “I don’t see how he could,” Gwen said thoughtfully, “but somehow I think you’re right.” “That’s something to deal with later,” Ben said, “right now I can’t help thinking how much I want to fuck that pregnant pussy of yours.” “And I want to be fucked,” Gwen said, giving Ben an encouraging smile. “Do you have any idea how horny a girl gets when she’s pregnant? All those hormones running through my body are driving me crazy with fuck lust and I can hardly wait to get your cock slamming in and out of my wet hungry cunt.” “Why wait?” Ben said as he got to his feet and started searching for the fastenings on his suit. As Gwen got up from the mattress to remove her own clothes as quickly as she could. Before Ben could figure out how to remove his clothes he heard a familiar beeping sound and looked down to see the Omnitrix flashing red just before he felt his body shift back into its human form. “That change didn’t last long,” Ben said as he started stripping out of his clothes and crawled onto the mattress next to Gwen. “Not that short,” Gwen said with a gasp as Ben reached for her closest tit. Now that he was actually looking at them he realized that his cousin’s tits were larger than they were a month earlier. “After I told you I was pregnant you were so shocked you stared off into space more than five minutes before you recovered enough to say or do anything. So, are you still in shock? Or are you ready to fuck me as hard as I want you to?” “Oh, I’m ready,” Ben said indicating his erect penis. “But I wouldn’t mind a little extra help to make sure I’m ready for your pregnant cunt.” “And back at the Rustbucket you promised to eat my pussy,” Gwen reminded her cousin, “so let’s do both at the same time.” “Sure thing,” Ben said, he started to shift around so he could straddle Gwen and reach her slit but she stopped him and straddled his body first. “Sorry Ben,” Gwen said as she lowered her pussy to his mouth while she gripped his cock in her hand, “but I want to try something different this time. I’ve heard of girls being on top and I thought I’d give it a try.” “Whatever you want,” Ben said with a grin before he stuck his tongue out to lick the juices dripping out of Gwen’s nearly bald slit before he tickled her erect clit with the tip. Gwen’s body shuddered with pleasure as Ben’s tongue teased her clit before diving into her cunt for more juice. “Ben,” she said as she slid her hand up and down his hard six inch prick, “I’ve been meaning to ask you something. How is it that you have a six inch cock when you’re only ten years old?” “I was hoping you wouldn’t think to ask that question,” Ben said as he took his mouth away from his cousin’s pussy and replaced it with his fingers so he could speak. “Several months ago I noticed that my cock was starting to grow larger and faster than anyone else in my gym class. When I asked my father about it he told me he didn’t think I really had anything to worry about but he set up a doctors appointment for me just to be sure.” “And what did the doctor say?” Gwen asked as her cunt clamped tight around the fingers Ben had shoved all the way into her fuck tunnel. She could feel her stomach starting to cramp at her approaching orgasm. “He told me that I was going through early puberty,” Ben said, “the doctor used some kind of medical term but it comes down to early puberty. He said that he could reverse the process, but since I was only developing a couple years early he didn’t think it was that big a problem if I wanted to let things go the way they were. He said most people wouldn’t even realize I was going through early puberty since the biggest change was the way my penis was developing.” “I’ve heard of early puberty,” Gwen said thoughtfully as she continued to stroke Ben’s cock, “in fact a friend of mine has the same problem – if you want to call it that – but in her case her breasts developed to the point that they’re 36C’s.” “I’d like to see that,” Ben said with a groan as Gwen’s body shook and quivered through its first orgasm. “I think that can be arranged,” Gwen said with a gasp as her body relaxed and her pussy released Ben’s fingers so he could start moving them in and out of her juicy slit again. “In fact, if you’re interested she may even be willing to let you fuck her too.” “That sounds like fun,” Ben sighed, “but right now it’s you’re pussy I want to fuck. Do you still want to try being on top?” “I sure do,” Gwen said as she pulled her cunt off Ben’s invading fingers and swung around so she was sitting on her cousin’s stomach so his erect cock bounced against her ass as she looked down at his face. “Are you ready?” “Go for it, Gwen,” Ben said as he raised his arms to pinch her erect nipples. “So, how long before milk starts dripping out of your tits?” “Several months,” Gwen moaned as she raised her ass up until Ben’s cock bobbed under her slit. “My belly will probably stick out this far before you can squeeze the first drop of milk out of my breasts. In fact my tits will have to grow a lot before you can do it.” “I know,” Ben said with a silly grin on his face as Gwen eased the head of his cock into her pussy and slowly sat down until the whole shaft was swallowed by her tight juicy pussy as her clit rubbed against Ben’s sparse pubic hair. “Fuck me, Gwen, fuck me,” Ben screamed as his redheaded cousin slid her cunt up and down his prick, rubbing her clit against his pubic hair at the bottom of every stroke. “Oh God, Gwen, your pussy feels so good when it’s wrapped around my cock like this.” “And your prick feels so good as it fucks in and out of my cunt like this,” Gwen gasped as her stomach started to flutter with the sexual energy that flowed up from her cunt as it gripped Ben’s cock as he lifted his ass off the mattress to meet her slit every time she slammed her ass down like she was trying to shove it through Ben and the mattress. Gwen could feel Ben’s balls dancing against her ass and felt her cousin’s prick growing larger in her pussy and knew Ben was ready to cum even before he announced it. “I’m going to cum,” Ben screamed as he grabbed Gwen by the hips and held her tight as he shot his load deep in her cunt. Even as his cum hit the back of Gwen’s fuck tunnel Ben felt his cousin’s body go stiff as she screamed that she was cumming right along with him. “You are such a great fuck, Gwen,” Ben said as he kissed her, sticking his tongue down her throat. “How did you know about fucking like that? I mean with the girl on top like that.” “Just something I read about,” Gwen said as she moved down to Ben’s crotch and sucked it into her mouth to clean it off. “I’ve read about a few other things I’d like to try too, and I think you’d like as much as I will.” “What sort of things?” Ben asked, he could feel his penis starting to harden as Gwen licked him clean but he tried to ignore it because he knew they wouldn’t have time for another fuck before they returned to the campsite. “There’s something called doggie style, and there’s the spoon, and side by side,” Gwen said thoughtfully after she spit Ben’s clean prick out of her mouth. “The one I’d really like to try is something we can’t do on our own.” “And what is that?” Ben asked, obviously curious as he started to pull his clothes on. “It’s called double penetration or DP,” Gwen said, “I’m especially interested in something called a fuck sandwich where one guy fucks you in the cunt while another one fucks you in the ass.” “Actually Gwen, we can do a DP on our own,” Ben pointed out. “All I have to do is change into Ditto and then two of us can fuck you at the same time.” “Yeah, I guess that would work,” Gwen admitted reluctantly as she pulled on her own clothes, pulling her blue t-shirt with the cat head image she adjusted it so that her erect nipples stuck out on either side of the cat head. “But I’d rather fuck you in your human form which means we’ll need another guy to supply the other cock. So I guess it’s just a dream.” “For now,” Ben said as he held the cabin door open for Gwen, giving her ass a quick pat as she walked past him. “More chili Ben?” Grandpa Max asked as he dished out a third helping for Gwen before adding more to his own bowl. “No thanks Grandpa,” Ben said as he grimaced at the spoonful of chili. “I think one bowl is all I can take.” “All the more for us then,” Grandpa said as he grabbed a slice of bread from the dish in the center of the picnic table. “At least Gwen likes my cooking.” “Yeah, it’s great Grandpa,” Gwen said as she grabbed some bread for herself and took dunked it in her bowl before stuffing it in her mouth. Grandpa Max noticed the way his ten year old granddaughter kept looking at him and gave her an indulgent smile as he put his spoon down. “It looks like you have something on your mind Gwen,” Max said as he ran his hand through his short grey hair and then adjusted his Hawaiian shirt over his large belly. “Yeah I do Grandpa,” Gwen said with a thoughtful frown as she glanced at Ben and reached up to adjust her burette. “I, that is we, Ben and I have something to tell you.” “Really,” Grandpa said as he gave both of his grandchildren an encouraging smile. “Is this about the two of you fucking each other like crazy for the past month? Or is it about your pregnancy?” Max chuckled at the way Ben and Gwen stared at him open mouthed. “What, did the two of you think your old Grandpa was blind to the signals you were giving each other for the past month? Or the way you were always running off at the same time every night and then coming back with your clothes all awry. And then of course there was the sauerkraut and strawberry ice-cream you had this afternoon. The last time I saw a combination like that was when your grandmother was expecting your father Gwen.” “You really figured things out that easily Grandpa?” Ben asked as he reached under the table to grab Gwen’s hand. “It wasn’t that hard,” Grandpa Max said with a chuckle as he looked from Ben to Gwen and back again. “The way the two of you were acting when I got back from the store that afternoon I knew you was up to something. After you left that afternoon I made a quick search of the Rustbucket to see if I could find anything incriminating, what I found was one of Gwen’s barrettes stuck between the cushions of the bench. Then I checked video surveillance from the time I was gone and found out what the two of you were up to while I was gone.” “I didn’t know you had that kind of surveillance set up in the Rustbucket,” Gwen said as she nervously played with the blue barrette in her red hair. “With the kind of technology I have sitting around in the Rustbucket you shouldn’t be that surprised,” Grandpa said with a smile. “That video is so hot I’ve been watching it every day for the past month and wondering when you were going to let your old Grandpa Max join the fun, you are going to let me join, aren’t you?” “I guess we could,” Ben said, looking at Gwen for her agreement. “Good,” Grandpa Max said with a sigh of relief as he sat back from the table and patted his belly. “I was hoping you’d let me join in, and I do have some ideas I think the two of you will enjoy.” “That sounds great Grandpa,” Gwen said with an uncertain smile, “but right now I was wondering if you have any ideas on what we’re going to tell my parents about my pregnancy.” “I’m guessing you’re planning to keep the baby since you didn’t ask me outright about getting an abortion,” Grandpa Max said thoughtfully and saw both Ben and Gwen nod in answer. “In that case I think the best story will involve you being raped and impregnated by your attacker, I’m sure if we work on the story between now and the end of the summer we’ll make it convincing by the time we tell your parents what happened.” “Are you sure?” Gwen asked with a frown, “the story already sounds pretty lame to me and my parents aren’t exactly stupid. I don’t see how they’re going to fall for a story like that, especially since they know I already have a blue belt in karate.” “Anyone can be caught by surprise, “ Grandpa Max pointed out, “and it could actually make the story more believable since your parents will think that you’d be too embarrassed about what happened to tell Ben and me about it until it was too late to report it.” “Maybe,” Gwen said uncertainly, “but we better make sure the story is believable by the time you drop me off at the end of the summer.” “Oh, we’ll make the story very believable by then,” Grandpa said with a chuckle that made his belly bounce around under his colorful shirt. “Ben,” Grandpa said as he got up from his chair and gestured for his grandson to join him, “come with me, I want to talk to you alone for a minute.” “Sure thing, Grandpa,” Ben said as he got up from the table and followed the older man away from the Rustbucket. “What about me, Grandpa?” Gwen asked as she started to get up from the table to follow them. “You stay right there,” Grandpa said pointing at Gwen and then her chair. “You’ll find out what we’re talking about soon enough, but for now I need to talk to Ben privately.” Gwen watched as Ben and Grandpa walked off together until they were out of earshot and then started talking animatedly for a few minutes. The way they glanced back at her several times during their conversation told her that she had something to do with what they were talking about but she trusted Grandpa – Ben too, but not as much as she trusted Grandpa. Without thinking about it Gwen reached for a roll and started shredding it in her hands before she shoved the shreds into her still hungry mouth. Ben and Grandpa seemed to finish their conversation and Gwen watched as Grandpa took a step back from Ben and watched as he activated the Omnitrix and changed into XLR8. She saw Grandpa pull out his wallet and hand Ben some money before her cousin ran off so fast he left an afterimage of his alien form behind. “Where is Ben going, Grandpa?” Gwen asked as Max returned to the table and sat down beside her. “Well, Gwen,” Grandpa said slowly as he watched her shred and eat another roll, “there were a few things I decided to leave behind at the start of the road trip because I didn’t think I’d need or want them since I thought you and Ben were too young to be interested in things like fucking and sucking. Now most of those things I thought I’d put off for a day or two until we reached a town with a good sex shop, but after Ben told me about something you said you’d be interested in trying I thought I better send him to get one particular item.” “But won’t Ben have trouble buying something that only adults are supposed to have?” Gwen asked in concern. “You’re forgetting that all of Ben’s alien forms look like adults,” Max pointed out. “The store clerk may give Ben a long look because of his alien form, but he’ll never realize Ben is a kid instead of an adult.” “I guess you’re right,” Gwen said hesitantly, “as long as Ben doesn’t open his big mouth anymore than he has to.” “I didn’t think about that,” Grandpa said, “but as long as Ben looks like an adult he should be fine long enough to get the item I sent him after.” “Grandpa, why aren’t you telling me what you sent Ben to get?” Gwen asked thoughtfully. “Because if I told you what I sent Ben to get it would spoil the surprise,” Max said with a wink. “But don’t worry, from what Ben told me I’m sure you’ll like the little surprise I have planned.” “What did you and Ben talk about before you sent him off, Grandpa?” Gwen asked, giving Max a sideways glare. “Not much,” Max said with a mysterious grin, “I just asked Ben if there was anything you wanted to try. He told me there were a few things you mentioned this afternoon and I thought we’d give one of them a try.” “Which one?” Gwen asked suspiciously as she tried to remember what she’d told Ben earlier. “Now that would spoil the surprise,” Max said with another one of his secret grins. “Grandpa, since it was Ben who gave you the idea I’m a little worried,” Gwen pointed out. “Don’t be,” Max said as he watched Gwen shred and eat the last roll, “I just know you’re going to love it.” “I hope so,” Gwen said after she swallowed. “By the way, Gwen, I know that Ben already gave you an ultrasound of some kind thanks to Horndog’s abilities, but I think it would be a good idea if we had you and your pregnancy checked out by a real doctor. And as it happens I have a friend in the next town who owes me a few favors, he use to be a medic when he was a plumber and then he became a regular doctor after he retired from the organization.” “If you think so,” Gwen said, trying to make her voice sound nonchalant but it was obvious to Max that she was relieved at the idea of visiting a doctor. A rush of air and a cloud of dust announced XLR8’s return as Ben came to a stop next to the table and set two bags down as the Omnitrix beeped down the last few seconds before Ben changed back to his own form in a flash of light. “Did you have any problems Ben,” Grandpa Max asked as he opened the plain brown bag to check its contents, nodding in satisfaction when he saw the contents. “No trouble at all, Grandpa,” Ben said as he pushed the white bag with the familiar burger crest toward Gwen. “You went to Burger Barn,” Gwen said accusingly as she tried to turn her nose up at the enticing smell of burger and fries that escaped from the bag. “Sure did,” Ben said with a grin. “The staff there was so happy to see a real live alien super hero that they agreed to give me all the burgers I could make and eat in one minute. They had no idea just how fast XLR8 really is. But how can you be so upset when I brought you a burger and fries of your own?” “Well, it does smell good,” Gwen said slowly as she reached for the bag and tried not to drool as she tore it open and reached for the burger. “Just like your grandmother,” Max said with a chuckle as he watched Gwen take a bite out of her burger and grabbed a few fries to pop in her mouth as soon as she swallowed the burger. “When she was expecting your father she was always hungry and couldn’t stop eating.” “How much weight did grandma gain when she was pregnant with uncle Dan?” Ben asked as he watched his cousin devour everything in the bag and then scrounge around in an attempt to find just one more fry when everything was gone. “Enough to go on a crash diet after he was born,” Grandpa Max said with a grin when he saw the concern on Gwen’s face. “But I don’t think you have anything to worry about Gwen. In your case your body has a lot of developing to do before your baby is ready to be born. The hormones rushing through your body right now are telling your body to develop as fast as it can, and in order to do that you need a lot of food so your appetite is growing to match your body’s needs.” “I hope you’re right,” Gwen said as she licked her fingers clean and then rubbed her belly suspiciously. “I’m sure,” Max said. “But if the two of you are done stuffing your face for now why don’t you give me a hand with the table and then we can get to bed – and I don’t mean to sleep.” “Sounds great, Grandpa,” Ben said as he grabbed the empty pot from the table and tried to balance the plates and bowls on top of it. “Careful doofus,” Gwen said, grabbing the plates before they dropped to the ground. “If you do that you’re just going to drop everything to the ground.” “Gwen’s right, Ben,” Grandpa said as he collected the silverware. “If you try to do everything all at once you’ll end up with a bigger mess than you started out with. We have all night to fuck, so don’t try to rush things.” “Ok Grandpa,” Ben said as he tucked the pot under his arm and grabbed the bread dish with the other before he headed toward the Rustbucket. “Are we going to wash everything too?” “Not right now,” Grandpa said after a second’s hesitation. “Let’s just take enough time to put things away and leave everything else to soak for now. After all, I’ve gone more than a month without a good fuck and I can’t wait to try out Gwen’s cunt.” “I know exactly what you mean Grandpa,” Ben said with a toothy grin, “I have trouble going just a day at a time without fucking Gwen, and it’s even harder since I have to watch her all day and know that I can’t touch her until we stop for the day.” “And I get so horny every day that I can’t wait for Ben to fuck me,” Gwen said as she picked up the stack of plates and bowls and followed Ben, “so I’ve been masturbating three or four times a day. That’s why I haven’t been searing any panties lately, but now that you know about us I guess that means we can fuck as often as we want during the day.” “I guess,” Grandpa said, stopping to scratch the back of his head thoughtfully, “but that wouldn’t really be fair to me would it?” “No,” Gwen admitted. “But I get so horny all the time I can’t stand it.” “You’re horny all the time because you’re pregnant,” Max told his ten year old granddaughter, “but I think I can do something about that when we get to town tomorrow. If I remember correctly there’s a sex store in the next town where I can get you a few gifts that you’ll be able to enjoy whenever Ben and I aren’t available.” “That sounds great,” Gwen said as she set her stack into the sink and turned back to get something else from the table only to realize that the only thing left was the tablecloth and the table itself. “Here Gwen,” Grandpa Max said handing the girl a damp dishrag, “wipe down the tablecloth and take it inside. Ben and I will take care of the table.” “Ok Grandpa,” Gwen said as she wiped off the table enthusiastically before she removed and folded the tablecloth so she could put it away in the RV. By the time Gwen had the tablecloth put away Ben and Grandpa Max had the table put away as well. “Ok you two,” Max said as he turned to face his two grandchildren with a lusty smile as he reached for his Hawaiian shirt and pulled it off without bothering to unbutton it, “time to get naked and fuck.” “Alright,” Ben and Gwen both cried as they stripped out of their own clothes. “From now on we’re all going to share the big bed,” Grandpa said as he held out his hand to help Gwen climb into the raised bed. “Don’t forget our little surprise, Ben.” “I’ve got it right here, Grandpa,” Ben said, holding up the bag as he climbed into the bed after Gwen. “So what do we do now, Grandpa?” Gwen asked as Max joined them in the alcove. “First,” Max said as settled back on the mattress, “we start with you getting on top and sitting on my cock.” “Wow Grandpa,” Gwen said as she looked at Max’s penis in awe, “I didn’t know you had such a big cock.” “Thanks Gwen,” Max said with a grin as she fingered his eight inch shaft, “but I’m not as big as some guys you could encounter. Besides, where did you think Ben got his cock from?” “I guess that makes sense,” Gwen said as she straddled her grandfather’s chest and slid down his body, raising herself up on her thighs until she hovered over his large steel hard prick. “Here we go,” she said, hesitating for a few seconds before she lowered her hips until the blunt tip of her grandfather’s cock kissed her drooling slit. The redhead gasped as her grandfather’s prick split her pussy lips and slid an inch into her tight little fuck hole. “Oh grandpa, you’re so much bigger than Ben you’re stretching my cunt so much.” “Does it hurt Gwen?” Grandpa Max asked as he grabbed the girl’s hips to give her some extra support as she eased her slit another inch down his shaft. “No,” Gwen said hesitantly as she eased her pussy a little further down Max’s large prick. “It doesn’t actually hurt, but it makes me cunney feel so stuffed, but stuffed in a good way.” “Good,” Grandpa said as he raised his ass off the mattress and buried another two inches of his prick into his granddaughter’s tight wet cunt. “Come on Gwen, slide your slit down my shaft until the whole thing is inside your belly, than we can get to the real action.” Taking a deep breath Gwen forced her hips down toward her grandfather’s hips until her pussy engulfed the whole length of his cock, giggling as his pubic hair tickled her clit and his cum engorged balls bounced off her ass. “How’s that Grandpa?” Gwen asked as she leaned forward so her erect nipples made contact with Max’s chest hair. “That’s great Gwen,” Max said as he wrapped his arms around the ten year old and held her in place as he looked past her shoulder. “Are you ready Ben?” “Almost Grandpa,” Ben said from behind Gwen, she tried to turn her head to see what her cousin was doing but she couldn’t twist her head around far enough to see him. “Make sure you have plenty of lube on your cock, Ben,” Grandpa said, “and then squirt some in her ass and spread it around with your fingers.” “Will do, grandpa,” Ben said. “Grandpa,” Gwen said as she tried to break away from Max’s grasp. “What are you and Ben going to do?” “Ben told me that you said you were interested in trying new things,” Grandpa Max said as Ben put something against her ass hole and Gwen felt something cold slosh into her rectum. “I thought this would be a good time to do a fuck sandwich with you. You did say you wanted to try one didn’t you?” “Someday,” Gwen said as Ben slid his fingers into her ass hole and started spreading the lube around, “but I’m not sure if I’m ready to try it right now.” “Nonsense,” Max told his granddaughter, “there’s two of us and one of you so there’s no time like the present. Don’t worry Gwen, getting a cock in your ass is just like losing your cherry, it might hurt for a second, but once Ben gets the head of his prick in your ass you’re going to love it.” “I hope so,” Gwen said uncertainly as Ben shifted behind her and she felt the head of her cousin’s cock come in contact with her asshole. “Hang on Gwen,” Ben said with more excitement than his cousin felt, “here we go.” For a few seconds Gwen didn’t think Ben would be able to fit his cock into her ass, but with a grunt of effort he managed to force the head into her hole. “I always knew you were a tight ass Gwen,” Ben said with a laugh as he managed to force another inch into the redhead’s rectum.” “Relax Gwen,” Max advised his granddaughter, “the more you relax the easier it will be for Ben get his prick into your ass. “But Grandpa,” Gwen said with a gasp as Ben forced another half inch into her, “how am I suppose to relax when Ben is forcing his cock into my ass like this?” “Don’t think about what Ben is doing,” Grandpa Max said as he took his arms from around her back so he could pinch her nipple with one hand while he reached down to tickle the young girl’s clit with her other hand. “Try thinking about how good my cock feels in your pussy – or how good it feels when I play with your nipples and clit like this.” “Those things do feel real good,” Gwen admitted as Ben forced a little more of his cock into her with another grunt of effort. “But I can’t ignore what Ben’s doing no matter how good you’re making me feel.” Even as Gwen spoke Ben thrust forward again and the head of his cock forced its way past the muscles of her ass and he slid all the way into her hole until his balls bounced off Gwen’s ass and Max’s balls. “Oh my God,” Gwen groaned as her body quivered in pleasure. “This is incredible, I can feel both your cocks inside me at the same time.” “I knew you’d like it,” Max told his granddaughter with a grin. “Hey Grandpa,” Ben said as he shifted his cock in and out an inch or so, “I can feel your cock in Gwen’s pussy.” “And I can feel yours in her ass,” Max said with a chuckle. “And if you think this feels good, just wait until you see what happens when we’re both moving inside her. Are you ready for that Gwen?” “I think so,” Gwen said with a moan, she could feel the sexual energy flowing from her cunt and ass where Ben and Max’s cocks were buried. The two pools of energy gathered in her belly and spread up her spine to tits and then her brain. Even as she spoke her grandfather started shifting his oversize cock in and out of Gwen’s cunt while Ben tried fucking her ass at the same time. It took a few seconds for Ben and Max to match there strokes, but by then the ten year old girl’s body was spamming through it’s first orgasm. “Fuck my pussy Grandpa,” Gwen panted when she was able to catch her breath after her first cum, “fuck my ass Ben.” “You don’t have to ask me twice,” Ben said as he slammed his cock in and out of Gwen’s tight ass. “Me either,” Max said as he matched Ben stroke for stroke. “How do you like your first fuck sandwich, Gwen?” “I love it,” Gwen groaned, her body already building toward another orgasm. “If I didn’t love straight fucking so much I’d be tempted to fuck like this all the time.” “I don’t think Ben and I would have the stamina to do this all the time,” Grandpa chuckled. “Speak for yourself Grandpa,” Ben said as he tried to bury his cock even deeper into Gwen’s ass. “I’m not having any problem with stamina.” “Oh God, I’m cumming again,” Gwen shouted as her ass and cunt clamped tight around the two cocks buried in her body. “Fuck that ass Ben,” Max said as Gwen tried to catch her breath. “Let’s see if we can give her a third orgasm before we blow our loads in her.” “I’ll try Grandpa,” Ben moaned as he continued to slam his cock into his cousin’s butt, “but I’m going to cum pretty soon.” “So am I Ben,” Max admitted, “but just hold on a little longer and Gwen will come before we do.” “Yeah, do it,” Gwen cried as her grandfather and cousin continued to fuck her from both sides, her body was still quivering from her second orgasm and she could already feel it building toward it’s next cum. Ben managed to hold out for almost five minutes before he felt his balls go tight at the base of his shaft and he yelled as he shot his first load of cum deep into his cousin’s bowels. “I’m cumming,” Ben managed to gasp between spurts of baby juice. “So am I,” Grandpa Max screamed as he slammed his prick as deep as it would go into Gwen’s sucking fuck tunnel as his balls clenched to shoot his load deep into his granddaughter’s cunt so his baby juice hit the girl’s cervix, setting off her bodies third orgasm since the three of them had crawled into bed together. “I never knew a fuck sandwich would feel so good,” Gwen sighed as she tried to hold her eyes open against the sleep that threatened to reach out and grab her. “I knew you’d love it,” Grandpa Max said as he stifled a yawn and gave Gwen a satisfied grin. “So what do we do now?” Ben asked with a yawn of his own. “Well, after a fuck session like that I think we can all use some sleep,” Grandpa said as he reached out to pinch Gwen’s nipples. “Gwen, you sleep in the middle and Ben and I will sleep on either side of you, that way if one of us wakes up ready for another fuck session you’ll be there ready for us – that is if you don’t mind waking up with a cock in your cunt or ass.” “Mind?” Gwen asked sleepily, “I look forward to it.” “In that case, Ben, turn off the light and let’s rest up for our next fuck.” This is so boring,” Ben moaned as he tried to peek out through the curtain without actually showing his face. “Ben, get away from the window,” Gwen hissed as her cousin tried to ignore her, “Grandpa said this was a bad part of town and he wanted to stay in the Rustbucket and not let anyone see us.” “I know,” Ben said, pulling his head away from the window and slumping back into the bench next to it. “I remember what he said just as well as you do, Gwen. He said this was the bad part of town, but it was the best place to get the rest of the things we need now that we’re one happy fucking family.” “Those weren’t his exact words,” Gwen said with a smirk, “but close enough. What do you think he’s buying anyway?” “I don’t know,” Ben said with a shrug as he watched his red haired cousin working on her computer. “I’ve been trying to find something on the internet that will tell me what he’s getting but I don’t even know what keywords to use for my search. And every time I find something that I think might give me a clue it turns out to be an adult site and it won’t let me in.” “So the geek can’t find the answers she’s looking for,” Ben said with a wide grin. “Shut up you dweeb, you couldn’t do any better than me.” “Maybe so, but at least I don’t brag about how I’m going to find everything on the web,” Ben pointed out. “Good point,” Gwen said as she closed her laptop and slid it away from her on the table. “So what do you want to do while we’re waiting for Grandpa to get back?” “Do you really need to ask?” Ben asked, patting his crotch and looking at Gwen’s chest where her erect nipples just managed to push out the fabric on either side of the cartoon cat head on the center of her shirt. “Didn’t you get enough fucking last night?” Gwen asked, licking her lips as she looked at the bulge in Ben’s pants. “Between you and Grandpa I woke up at least three or four times with a cock in my cunt.” “Ah, what a way to wake up,” Ben said with a toothy grin. “I bet you loved every minute of every fuck, didn’t you?” “Yes,” Gwen said with a sigh. “And I’d love to fuck you now too, Ben. But Grandpa said not to attract any attention while we’re parked in this part of town and I’m afraid someone would notice if the Rustbucket started rocking while we fucked. Besides, Grandpa wanted to make sure that my cunt and ass were clean for my doctor visit. He said that his old friend may be willing to accept our story because of their relationship, but if he finds a load of cum inside me during the exam that could ruin the whole thing.” “I know,” Ben grumbled, “but that doesn’t stop me from being horny.” “Me either, Ben,” Gwen snapped. “But even if I can’t do something for myself, maybe I can do something for you.” “What do you have in mind, Gwen?” “A blow job,” Gwen said with a slow grin. “We can’t fuck, but at least I can suck you off.” “That could work,” Ben said with a slow grin. “What do I have to do?” “Just sit on the edge of the bench and unzip your pants, Ben, I’ll take care of everything else,” Gwen said as she slid off the bench and got down on her knees. Ben was in such a rush to open his pants that he got the zipper stuck and had to struggle with it for several seconds before he managed to free his prick for his cousin’s eager hands and mouth. Ben watched as Gwen held his cock in both hands and licked her lips in anticipation. “Come on, Gwen, we don’t have all day you know,” Ben hissed. “No,” Gwen hissed back, “but we have enough time for me to enjoy the look and feel of the cock that knocked me up, dweeb.” With obvious pleasure Gwen ran her tongue across the tip of her cousin’s cock, sending a wave of pleasure running up Ben’s spine to reach his brain with a shake of his head. A quick lunge of her head and Gwen had Ben’s full six inches in her mouth and down her throat. Another bolt of pleasure ran up Ben’s spine as Gwen moaned in pleasure and the vibrations running up her throat tickled the boys shaft as she reached up to squeeze his cum filled balls. “Oh Gwen,” Ben moaned in pleasure, “where did you ever learn to suck cock like that?” Gwen’s only response was slide her lips as far down her cousin’s prick as she could before running her tongue back and forth on the underside of his shaft as she tickled his balls with her fingers. “I’m going to cum,” Ben said through gritted teeth as he grabbed Gwen by her red head and pulled her face tight into his crotch. Gwen felt her cousin’s balls twitch in her hands just before he shot his full load deep in her cum thirsty throat. “Wow Gwen, that was great,” Ben groaned as he pulled his limp cock out from between his cousin’s lips, dripping the last drop of cum on the girl’s chin as he pulled out. “How did you ever learn to suck cock like that?” “Grandpa Max gave me some pointers while you were taking your shower this morning,” Gwen said as she caught the drop of cum on her chin with her finger and put it in her mouth to suck it clean. “We didn’t have time for me to try out any of the things he told me about sucking a guy off so I wasn’t sure how well things would work out until now. I’m glad you liked it.” “Liked it, I loved it,” Ben said with a blissful smile. “Can we do it again?” “Sure,” Gwen said as she swallowed the last of Ben’s cum. “I think I enjoyed sucking you off as much as you enjoyed getting sucked, but don’t forget that I like to be fucked too.” “No way I’ll ever forget that,” Ben said, reaching down to give Gwen’s belly a quick pat. “Hey you two,” Grandpa Max said as he opened the door of the Rustbucket and poked his head in before he entered the RV, “I told you to keep things down while we were parked here.” “But Grandpa,” Ben said as he stuffed his limp cock back in his pants and zipped them up, “it was so boring we had to do something. Besides, I didn’t fuck Gwen so she’s still good for her doctor’s exam, right?” “I guess so,” Grandpa admitted as he set his bags down on the table and went back to lock the door, “but I wish the two of you would learn to obey the intent of what I tell you to do instead of the letter. This is a dangerous part of town.” “Not for me,” Ben pointed out. “If something actually happened I could always change into Four Arms or Diamond Head. I don’t care how tough the guys around here are, one look at one of my heroes and they’ll run.” “I know that Ben, but you can’t always depend on the Omnitrix, you have to know when to use it, and when to depend on your own abilities.” “Whatever,” Ben said as he reached for the closest shopping bag and spilled it out on the table. “So what did you get me?” “I didn’t get you anything Ben,” Grandpa Max said as he grabbed the collection of dildos and other sex toys before they slid off the table. “These are for Gwen.” “No fair,” Ben whined, “why does the geek get everything?” “Well Ben,” Gwen said with a quick laugh as she picked up an electric blue dildo, “if you really want to use any of my new toys you can. Where do you want to put it?” “That’s not funny, Gwen,” Ben said with a frown as he watched Grandpa Max try to hide his own laughter. “Sure it is,” Gwen said, “you just don’t have a sense of humor.” “I do have a sense of humor,” Ben said, “it wasn’t funny.” “Ben, I’m sorry if you’re feeling left out right now,” Grandpa said in an attempt to console his ten year old grandson, “but you have to remember, Gwen is the one who’s pregnant. Your cousins going through a lot of changes right now and I think it would be a good idea if we gave her as much support as we can. And right now I think that means letting her enjoy a little spending spree before her belly and breasts grow to big for her to enjoy her new clothes.” “No way,” Ben said angrily as he jumped up from the seat and glared at his grandfather. “You’re giving Gwen a shopping spree on top of buying her all these toys? What about me? She may be pregnant, but I’m the one who got her pregnant you know. Why aren’t you giving me any of this special treatment.” “In time,” Max said, “but like I said, Gwen is the one going through all these changes right now. So be a little patient, and if I were you I wouldn’t make a point of the fact that you were the one to knock up your cousin. Remember, she was supposed to be raped.” “I know, I know,” Ben growled. “Good,” Grandpa said with a nod. “We’ll talk about this later right now we have to get to Gwen’s doctors appointment, and after that it’s off to the mall.” “Fine,” Ben said as he reached for the Omnitrix and turned the dial. “The two of you can do whatever you want. I’m out of here thanks to the Stinkfly express.” “Ben,” Grandpa Max said as a flash of light filled the Rustbucket and Ben’s form changed into the green winged smelly insect alien that he usually used when he needed to fly. “Eww, gross,” Gwen said, pinching her nose shut against Stinkfly’s smell. “Ok,” Max said with a weary sigh, “but make sure you meet us back here by four, that will give us enough time to get some dinner and then reach the next camp sight before we need to get to bed.” “I’ll be here,” Ben said as he opened the door of the RV and looked around to make sure no one was looking his way before he spread his wings and took to the sky. “Is it just me,” Gwen asked after Ben left, “or did Stinkfly smell worse than usual just now?” “I think that was you,” Grandpa Max said as he headed toward the front of the Rustbucket and got into the drivers seat. “He didn’t smell any worse than usual to me, but since you’re pregnant some of your senses – including your sense of smell – is heightened well beyond normal, so you notice things like Stinkfly’s smell more than usual.” “I guess,” Gwen said irritably, “but I still can’t believe Ben decided to bail on us like that.” “Don’t forget, Ben is trying to figure out how to deal with things just like you are,” Grandpa pointed out, “and getting away for a while could be the best thing he could do right now. Besides, I’m not sure if I want him around when you visit the doctor. He’s jealous enough to cause problems if anything happens – or if he thinks something is happening.” “Ben, jealous?” Gwen asked with a laugh. “Oh yeah,” Grandpa said with a sharp nod, “you may not have noticed it but I have. Ben is feeling very possessive and jealous where you’re concerned. If we weren’t so close I’m not sure if he would have let me join in.” “I never really thought about it before,” Gwen said thoughtfully, “but the way Ben’s been acting during the past month I guess he has been a bit possessive. I just didn’t realize it before because he’s always been that way. But what does that have to do with my doctor visit?” “Well Gwen, I mentioned that the doctor was an old friend of mine when we were both plumbers,” Grandpa said hesitantly, “but I didn’t mention that he’s your great uncle.” “What?” “It’s true,” Grandpa said with a nod of his short grey hair, “Gary was your grandmother’s younger brother, in fact he introduced us after he treated me after a mission. But something passed between them just after the wedding and they grew apart after that. In fact your grandmother refused to have anything to do with him after that, especially after you were born.” “I get the impression that even though Grandma didn’t tell you, you have an idea what happened between them,” Gwen said suspiciously. “I have my suspicions,” Max admitted. “Let’s just say that I know what your Gary liked in a woman and your grandmother was it.” “You mean Grandma and her brother . . .” “No, I don’t think anything ever happened between them,” Grandpa Max said carefully, “but Gary may have said something to your grandmother and that was the start of their split.” “And I was the final split between them?” Gwen asked. “Yes,” Grandpa said with a smile. “When you were born you looked so much like your grandmother that she probably thought it would give her brother some ideas.” “And what if he does get some ideas?” Gwen asked as she chewed nervously on her lower lip. “That’s up to you,” Grandpa said. “If he tries something and you’re willing to go along with him than do it. But if you say no I’m sure he’ll back away.” “I’m not sure if I want to say no,” Gwen said thoughtfully. “After fucking you last night I’m actually looking forward to trying out more cocks. As much as I love fucking Ben I can’t wait to try out even more cocks. Does that make me a slut?” “That makes you a cock hungry slut,” Grandpa said with a laugh, “and I can think of a few dozen men who will be happy to give you all the cock you want to try.” “Let’s just start with Great Uncle Gary, that is if he’s interested.” “Oh, I don’t think you have to worry too much about that,” Grandpa Max said with a nod, “but it may help if you give him a hint or two during the exam.” “I’ll see what I can do,” Gwen said as Grandpa pulled into the parking lot and rolled to a stop in one of the parking spaces. “I’m sure you will,” Grandpa Max said, giving his ten year old granddaughter an encouraging smile.

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

“So what seems to be the problem today Miss Tennyson,” the doctor said as he entered the examination room and closed the door behind him. When he turned and lifted his head up from his clipboard Gwen was surprised to realize that he looked much younger than Grandpa Max, but then he had mentioned that Gary was her grandmother’s younger brother. “Please call me Gwen,” Gwen said as the doctor took a quick look at her naked form before turning back to her information sheet. “Can I call you Uncle Gary?” Gwen asked as she looked at the top of her great uncle’s grey fringed brown hair. “I know you’re really my great uncle, but it’s much easier to say uncle.” “Great Uncle?” the doctor said, glancing up at Gwen’s nude form again before turning back to his clipboard again. “Of course, Tennyson, you’re Max’s granddaughter aren’t you?” “That’s right,” Gwen said, giving her great uncle an enticing grin when he looked up at her naked body again. “I see,” the doctor said with a nervous cough as he turned back to his paperwork again. “You do realize that it isn’t necessary for you to take all your clothes off for the exam.” “Yes,” Gwen said, leaning back on the examination bed and opening her legs so her great uncle would have a clear view of her wet slit the next time he looked at her. “But I thought this would be more fun. Besides, it feels so natural to sit here with nothing on.” “Ok,” the doctor said with a sigh as he looked up from his clipboard and found himself looking right at Gwen’s almost bald pussy. “If this is the way you want to do it then we will, but remember, this was your idea.” “I’ll remember,” Gwen promised, opening her thighs even wider as her great uncle continued to look at her slit with a glazed expression on his face. “Now to get back to my original question,” Gary said, forcing his eyes back to his paperwork, “what seems to be the problem.” “There are actually several problems,” Gwen answered, “but they seem to be related.” As the doctor made notes Gwen told him about her symptoms including her morning sickness, tender breasts, and overall tiredness. “So what do you think it is?” she asked as she finished. “I think I have a pretty good idea,” Gwen said with a sigh as he put his clipboard aside and took his stethoscope from around his neck. He put the earpieces in his ears and put the head against Gwen’s chest to listen to her heart before moving the cold metal down to her belly. “And I suspect you know what it is as well as I do. Do you want to tell me about it?” “Do I have to?” Gwen asked, “it’s so embarrassing.” “You don’t have to if you don’t want to,” Gary said as he continued to listen to the redheaded girl’s belly, “but if I knew what happened it would give me a better idea of what to put in my official records. And if it really bothers you that much let me point out that I can edit my records.” “If you really need to know,” Gwen said hesitantly, “it happened just over a month ago. We were spending the night at an RV camp and the toilet in the Rustbucket was on the fritz so I used the camp’s facilities. I guess I wasn’t paying attention to my surroundings because when I left the bathroom I was caught by surprise when the man came up behind me.” “What’s so embarrassing about that?” Gary asked as he pulled his chair over and sat on it, “anyone can be caught by surprise like that.” “But not everyone has had martial arts training,” Gwen pointed out, “I should have been able to take that guy out, but by the time I realized what was happening he had me penned to the ground and was feeling up my tits. The next thing I knew he had my pants and panties pulled down to my knees and he was . . .” “That’s enough,” Gary said with a sympathetic nod when Gwen sputtered to a halt. “I’m not a police officer so I don’t need the details in order to track down and arrest your assailant.” “Thank you,” Gwen said, relieved because she realized that she and Grandpa Max hadn’t really figured out the details of her assault yet. “I don’t think I really need to tell you this,” Gary said, watching Gwen reaction closely, “but you’re pregnant.” “How can you know that since you haven’t given me a pregnancy test yet?” Gwen asked. “I will,” Gary said, “but considering the fact that I can hear the fetal heartbeat it’s pretty clear that you’re pregnant.” “I guess that would be proof enough wouldn’t it,” Gwen asked with a weak smile. “Can I hear it?” “Sure,” Gary said as he removed his stethoscope and handed it to Gwen so she could place the earpieces in her own ears. Once Gwen had the stethoscope in place Gary placed the head on the girl’s belly and watched the look of wonder as it spread across the redhead’s face. “Incredible isn’t it?” “Yes,” Gwen said with a sigh as she removed the stethoscope and handed it back to the doctor. “Would you like to tell me what really happened now?” Gary asked as he slid the instrument into the pocket of his lab coat. “Unofficially of course. The story you gave me will go into my official record, but the way you gave it to me just doesn’t sound natural – it sounds too much like something you practiced.” “That obvious?” Gwen asked as she placed her hand protectively on her belly. “Only because I’ve heard the same kind of story time after time when a girl was trying to cover up for whoever knocked her up,” Gary said with a reassuring smile. “I told Grandpa Max it was a weak story,” Gwen sighed. “But if you promise to keep it secret I’ll tell you the truth if you really want to know.” “Gwen, I was a plumber, of course I can keep a secret,” Gary pointed out. “Good point,” Gwen admitted, taking a deep sigh before she continued. “It’s Ben, my cousin Ben is the father.” “How old is Ben,” Gary asked. “He’s ten,” Gwen answered, “just like me. In fact Ben and I share the same birthday.” “Interesting,” Gary said thoughtfully. “You and Ben have the same birthday? I wonder how that happened.” “I don’t know,” Gwen said with a shrug of her naked shoulders, “it just happened.” “I’m not so sure about that,” Gary said with a thoughtful grin. Gwen glanced down at Gary’s crotch and noticed the bulge in the doctor’s pants. “It looks like you have some ideas of your own,” Gwen said, tentatively reaching out to cup Gary’s erection through his pants. “Care to tell me what you have in mind for this thing?” “Well,” Gary said, taking a quick step back from Gwen’s outstretched hand, “I do have an idea, but considering what came between me and your grandmother I’m not sure if I should tell you what I have in mind.” “Uncle Gary, I fucked my own cousin and grandfather – and my cousin knocked me up. What could you possibly suggest that I would object to?” Gwen asked as she put her hand protectively over her belly. “Good point,” Gary said with a bemused smile, “I guess you wouldn’t have ths same holdups my sister had when I told her about my dreams of fucking her the night before she married Max.” “Is that what came between you?” Gwen asked. “That was part of it,” Gary sighed, “but the real break came when you were born and she started thinking that I might want to fuck you when you were old enough.” “Grandma always was a bit of a prude,” Gwen admitted. “That’s my sister you’re talking about,” Gary said, “but you’re right, she was a prude and after I told her about my own feelings for her she got even worse.” “Well I’m not grandma,” Gwen pointed out, “I’m pregnant, horny, and cock hungry; so why don’t you go ahead and tell me what you want to do?” “You may not be my sister,” Gary said with a grin as he removed his lab coat and tossed it over the back of his chair, “but you look enough like her that I want to fuck you as much as I wanted to fuck her. What do you say Gwen, do you want to fuck?” “I sure do Uncle Gary,” Gwen said, opening her legs as wide as she could as her great uncle gave her a quick smile before he removed the rest of his clothes and headed back to the examination table. “Just look how wet my pussy is – and it’s just for you.” “Nice,” Gary said as he moved between Gwen’s thighs and ran his fingers along the lips of her cunt before he moved the slimy digits to his mouth and sucked them clean with relish. “You taste as good as I ever dreamed my sister would taste.” “Turnabouts fair play Uncle Gary,” Gwen said with a smile, “how about giving me a taste of your cock?” “I love the way you think,” Gary said as he backed away from the exam table as Gwen got up on her hands and knees and turned around to face him. “My cock’s yours do whatever you want with it as long as we fuck.” “That’s a deal,” Gwen said as she reached out to grab her great uncle’s wavering shaft and hold it steady so she could get a good look at it. She was surprised to realize that Gary’s cock wasn’t much larger than Ben’s, maybe a half inch longer and thicker than her cousin’s ten year old cock, but certainly not more than that. Gwen actually felt a bit relieved that she wouldn’t have to deal with a cock as large as Grandpa Max’s. Holding Gary’s cock steady in her fist Gwen stuck her tongue out and ran it across the head of her great uncle’s penis. She wasn’t sure what she was expecting, but she was surprised to realize that the cock in her hand tasted different from Ben’s, but she wasn’t sure if she could say which one tasted better. “What are you grinning about?” Gary asked through gritted teeth. “Your cock is only the second one I ever tasted,” Gwen explained, “I was a little surprised to realize that two cocks can taste so different.” “Pussy’s are the same way you know,” Gary pointed out. “Well I never tasted a pussy,” Gwen said with a slight blush, “for now I’ll have to take your word for it.” “That could change someday,” Gary pointed out as Gwen shifted her face forward and swallowed his whole shaft in one gulp so it slid down her throat in one gulp. “Since you said you only tasted one other cock you must be a natural cock sucker.” Gwen tried to answer but with his shaft stuck in her throat all she could manage was a grunt that made her throat vibrate around Gary’s hard cock until he groaned with pleasure. “Careful there Gwen,” Gary moaned as Gwen moved her face in and out of his crotch. “I almost came that time. Maybe I should pull out of your mouth so we can fuck before I shoot my load down your throat.” “OK Uncle Gary,” Gwen said, letting the doctor’s cock slip out from between her lips so the hard shaft quivered enticingly before her eyes. “What position do you want to fuck me in?” “That’s up to you,” Gary said, giving Gwen a warm smile. “I’ll be happy to fuck you in whatever position you want to try.” “In that case,” Gwen said as she shifted around on her hands and knees so that her ass was facing Gary, “I’d like to try it doggy style.” “Oh good,” Gary said as he held his cock steady with his hand as he stepped in close enough to rub the tip of his penis along the red head’s dripping slit. “I like every position, but doggy is one of my favorites.” “I’m not sure if I have a favorite yet,” Gwen said, “I just want to try every position I can right now. Maybe then I’ll be able to decide what my favorite is.” “Sounds like a good plan,” Gary said as he stepped closer to the exam table and eased the head of his prick into the ten year old’s hungry cunt. Gwen let out a loud gasp of pleasure as he entered her fuck tunnel and Gary grinned as he said, “make all the noise you want, Gwen, even if my patients hear you they won’t mind.” “Are you sure they won’t get curious about the noise?” Gwen asked as her great uncle’s cock inched it’s way into her belly. “Trust me Gwen,” Gary said with a quick laugh, “my patients know exactly what we’re doing in here. I said they wouldn’t mind, I didn’t say they wouldn’t be curious. You’ll understand when you get out in the waiting room. Now go ahead and let yourself go.” “Yes,” Gwen screamed as Gary buried the full length of his cock in her tight preteen pussy and the hairs on his balls tickled her clit. “Fuck me Uncle Gary, fuck me.” “Oh God, you’re so tight Gwen,” Gary said as he reached around to play with the erect nipples that topped his grandniece’s small tits. “I love fucking your tight little cunt, Gwen, and your pregnant belly has to be one of the tightest pussies I ever fucked.” “And just how many preteen cunts have you fucked Uncle Gary,” Gwen moaned as her great uncle slid in and out of her slit, she could feel the sexual energy building in her belly and she hoped she would be able to hold off her orgasm until Gary shot his load deep in her fuck tunnel. “More than you think, not as many as I’d like,” Gary panted, shifting one hand down to Gwen’s clit as his cum filled balls bounced with every stroke of his shaft. “You’ll get an idea of how many girls I’ve fucked when you get to the waiting room. You and Max were my first appointment today so you didn’t have a chance to meet any of my other patients when you came in, but there should be a few of them out there when you leave.” “Now I’m really curious about what you’ve been up to Uncle Gary,” Gwen gasped as her slit pulsed around her great uncle’s pistoning cock, “if you fuck other girls as well as you’re fucking me you must have a lot of happy patients.” “Happy enough to be repeat customers,” Gary chuckled as he felt his prick shivered like it always did just before he shot his load. “I’m going to cum Gwen.” “So am I,” Gwen squealed as she pushed her ass back to meet her great uncles final thrust as he buried his cock deep in her belly. Gary’s balls twitched against her pussy lips and Gwen felt his shaft grow larger in her fuck tunnel as the older man shot several loads of cum deep inside her body to splatter against her cervix. Even as Gary filled her hole with his baby juice Gwen’s cunt caught his prick in a strangle hold and milked it for every drop of cum it could suck out. “Oh God,” Gary said, catching himself of the edge of the examination table as his legs threatened to give out on him. “That was incredible Gwen, the best fuck I’ve had in – well, in a couple days at least. It was everything I ever dreamed but didn’t get from my sister.” “I’m glad you liked it as much as I did,” Gwen said as she rolled on her back and then pushed herself up from the exam table to give Gary a wet tongue filled kiss. “I’d like to try it again when I’m don’t have a baby growing in my belly – if you know what I mean.” “Oh, I know what you mean,” Gary said with a chuckle as he pulled his mouth away from Gwen’s after a second kiss. “As you’ll see in a few minutes. Now get dressed and go out to the waiting room – and tell your grandfather I need to talk to him.” “Ok,” Gwen said as she pulled her clothes on, adjusting her hair before she turned toward the door. “But why do you need to talk to grandpa?” “That’s for us to worry about,” Gary said evasively, “but I need to give him the prescription for your prenatal vitamins as well as things to look for in your development over the next few months and a list of doctors who can be trusted for future exams.” Gwen thought about Gary’s words for a few seconds and then gave the doctor a quick nod before she made the final adjustments to her shirt and pants before she left the exam room. When she reached the waiting room she could see what Gary meant about his patients. She counted six girls in the waiting room ranging from one blond girl who looked younger than her to an older teen with black hair almost down to her waist. Each girl was accompanied by an older woman who had to be her mother and every single female in the room was obviously pregnant. A couple of the girls watched Gwen as she walked over to where Grandpa Max was looking around the room with a look of surprise at all the pregnant girls and women waiting to see Doctor Gary. “Grandpa,” Gwen said, shaking Max’s elbow when he didn’t seem to notice her at first. “Uncle Gary wants to talk to you before we go.” “Oh, right,” Max said distractedly as he got up from his chair and headed for the examination room without taking his eyes off the youngest girl in the waiting room. “Hi,” the girl closest to Gwen said, leaning close enough to whisper so no one else could hear her as she talked. “Sounds like you enjoyed you examination.” “Yeah,” Gwen said with a blush that she tried to hide. “Nothing to be ashamed of,” the girl said with a warm smile, “we all enjoy our exams – and so do our mothers – as you can see.” Gwen glanced around again at all the obviously pregnant women and turned her attention back to the girl who was talking to her. In spite of her engorged belly and milk filled breasts Gwen guessed that the girl with curly brown hair was about her own age. “Is that,” she said, pointing at the girl’s stomach. “No,” the girl said with a laugh, “this one is my big brother’s baby. He lied to me and said he couldn’t get me pregnant because I was too young and because brothers can’t get sisters pregnant. Once mom figured out what had happened she told me the truth about sex and brought me to Doctor Gary for my exam so she could keep things quiet. After my first exam I knew that my brother wasn’t the great fuck he claimed to be and I cut him off in favor of Gary and now I can’t wait until this baby is born so he can knock me up.” “Really?” Gwen asked, wondering why this girl was so open with her about her sex life. “Really,” the other girl said, “and my mom decided not to wait, Dr. Gary knocked her up right after my first exam. You see Jenny over there?” “Yeah,” Gwen said, turning to look at the oldest girl in the room. “That’s her third baby by Dr. Gary,” the girl said. “She told me once that her father knocked her up the first time when she was about our age – he ran off before her mom found out what he’d done – and Gary’s been knocking her and her mom up ever since.” “Uncle Gary told me that I’d find out how much he liked fucking girls when I came out here but I didn’t think he’d fucked this many girls,” Gwen said with a bewildered shake of her head. “This is nothing,” the other girl said with a short chuckle, “there’s at least another two dozen girls Dr. Gary fucks on a regular basis. Is he really your uncle?” “My great uncle,” Gwen said, “but today is the first time I ever met him.” “Lucky you,” the girl sighed, “since he’s your great uncle you’ll be able to fuck him whenever you want without waiting for an appointment.” “I guess I’ll have to see,” Gwen said with a smile as Grandpa Max left the examination room and headed toward her. “Let’s go Gwen,” Grandpa Max said as he helped his redheaded granddaughter to her feet, “we still have to get your new clothes and then meet Ben so we better get a move on.”

* * * * * * * * * * * * * * *

“He’s late, Gwen said as she held up her new blouse to enjoy the look and feel of it before she folded it away for when she’d need the oversize piece of clothing. She added it to the box of clothes Grandpa Max had bought for her that day and closed the box before sticking it away in the closet. She sighed as she looked wistfully at the box before closing the closet door on the clothes she was looking forward to wearing in a few months. “I told you he’d be late.” “That you did,” Grandpa Max said with a crooked smile. “And I knew you were right, that’s why I didn’t bet on it.” “Oh right, you didn’t,” Gwen said with a sigh. “I guess we both know him too well to take a bet like that.” “Yes we do,” Max said. “Who are you talking about?” Ben asked as he opened the door and stepped into the Rustbucket. “You of course,” Gwen said as she sat down at the table, Ben sat down across from her as Grandpa Max sat down in the drivers seat and started the engine. “So what was your day like?” “Boring,” Ben groaned as he let his head slide down his arm to hit the table. “It couldn’t have been that bad, Ben,” Grandpa said as he pulled out into the street. “Worse,” Ben moaned as he watched Gwen open her laptop and start tapping something on the keyboard. “I was all over town today using the watch to change into one hero after another but something went wrong with every hero. I guess you could say I’m in hiding out after everything that went wrong today.” “I can see what you mean,” Gwen said with a laugh, her eyes glued to her computer screen. “What are you looking at?” Ben asked, looking up from the table. “Local news videos covering your activities for the day,” Gwen said, saving as she saved the videos to memory. “Why did you turn into Ripjaws to fight those carjackers? I mean, we must be at least a hundred miles from the nearest open water and you change into an alien that needs a lot of water or he suffocates?” “I was trying for Fourarms,” Ben muttered, “but the stupid watch went whacko and changed me into Ripjaws instead.” “I’ll want to see that video later Gwen,” Grandpa Max called back from the drivers seat, “I hope you’re saving it. By the way, what do you kids want for dinner? We could swing by Burger Barn on the way out of town.” “That sounds great,” Gwen said. “I’m not so sure about Burger Barn Grandpa,” Ben said. “Just asked Gwen what happened when XLR8 hit an oil patch at top speed.” “Gwen?” Grandpa asked without looking away from the road. “I’m checking it right now,” Gwen said. “Oh wow, you must have felt that even after you changed back.” “What did Ben do?” Grandpa asked. “He hit the drivethru window and took out almost the whole alcove,” Gwen said. “It’s going to be a while before anyone uses that drivethru.” “In that case let’s make it pizza,” Grandpa said, trying hard not to laugh as he thought about XLR8 crashing through the drivethru window at Burger Barn. “It sounds like Ben could use some comfort food after the day he had.” “It would have been better if I’d gone with the two of you today,” Ben sighed as he picked his head up from the table with a real sign of interest when Grandpa mentioned pizza for dinner. “Trust me Ben, “ Gwen said so quickly she was afraid Ben would suspect something, “you would have been bored stiff if you went along with us today. In spite of what happened to you it would have been a lot worse if tagged along with us today. Between the doctor’s visit and the clothes shopping you would have been bored to death.” “Yeah, that’s what I thought too,” Ben sighed, “but at least I wouldn’t be so embarrassed. Well at least I have dinner and fucking to look forward to now. Nothing better than pizza and a good hard fuck to make you forget a bad day.” “Or to top off a great day,” Gwen said, exchanging a knowing grin with Grandpa Max through the rearview mirror. Gwen opened her eyes and glanced at the glowing digits on her alarm clock. A half-hour before her alarm was suppose to wake her up to get ready for her first day of school. Waking up ahead of her alarm was nothing new for Gwen, she was always excited to start the first school day every year, but this time it was different. After two months of sleeping in the same bed with Ben and Grandpa Max she was use to waking up to a good hard fuck session. Even better were the nights when she’d sleep with one of their cocks buried in her pregnant pussy. With a frustrated sigh Gwen reached over to switch off the alarm on her clock, she knew better than to think she’d get back to sleep now. After being home from the road trip with Grandpa and Ben Gwen had her mornings down to a routine. She snapped her covers off with a quick twist of her wrist and looked down at her changing body. At three months the bulge in her belly was getting noticeable – especially if she was naked or wearing something tight – and her breasts had grown almost two sizes since Ben knocked her up. Gwen sighed with pleasure as she massaged her swollen tits and belly and remembered back to her parents response when she got home and told them that she was pregnant. She still had trouble believing that her parents had actually bought the rape story she and Grandpa Max had concocted during the last two months of the road trip. Even as she and Grandpa told her parents the story it was all she could do to keep a straight face because she knew it was a bald faced lie. To her surprise her parents accepted the story and even hugged and kissed her afterward, telling her that if she wanted to keep the baby when it was born than they’d give her all the help she needed to raise her son or daughter. As her hand inched down her swollen body to her wet cunt Gwen couldn’t help but think of Ben and how much she missed him and his hard cock. After running her fingers through her dripping pussy Gwen raised them to her mouth and slurped the juice from her digits. Once her fingers were clean Gwen rolled on to her side and opened the drawer of her bedside table far enough to reach in and grabbed her favorite vibrator from her secret cache. From the light filtering in through her window Gwen was able to find the dildo that Ben had modified for her as a birthday present. She’d tried to ask Ben how he made the modifications but as Ben he couldn’t remember how he did it, and as Greymatter the explanation got so technical she couldn’t understand what he was saying. Still, even if she couldn’t understand how Ben had modified her vibrator she could still enjoy the modifications, and she intended to do that right now. Gwen rolled onto her back and reached down to push the waistband of her pajamas down so she could reach her hungry pussy with her vibrator. The redheaded eleven year old held her slit open with the fingers of her left hand as she slipped her dildo into her dripping tunnel. When Gwen felt had the main shaft as deep as it would go in her hole and knob at the base tight against her engorged clit she turned it on and purred in pleasure as dildo started to expand and contract in her slit. Gwen let go of the dildo to let it run on automatic as she moved her hands up her belly where she rubbed the bulge where her baby was growing. With a sigh of pleasure as her vibrator shot jolts of pleasure through her body Gwen shifted her hands from her rounding stomach to her growing breasts and massaged the tender mounds until her nipples popped erect against her fingers. “Oh yeah,” Gwen groaned as she pinched her nipples and bounced her ass up and down on her mattress. Gwen was glad Greymatter modifications on her dildo had included an everlasting power source because in the past week she’d put the blue dildo through it’s paces so often that she would have gone through a fortune in batteries by now. Gwen could feel her orgasm approaching as the blue dildo buzzed and lurched inside her cunt, sending jolts of sexual energy up to her swelling belly where they clashed with the waves of sexual energy from her tits to pool and grow at a spot just behind her growing baby. “Fuck me Ben, fuck me,” the redhead cried through clenched teeth as her back arched as her first orgasm of the day crashed through her body. The vibrator in her pussy went dead as Gwen panted for breath and her muscles relaxed in a pleasant lethargy. Ben had told her that the dildo stopped after every orgasm as a safety precaution because he didn’t want her to get so caught up in the pleasure of multiple orgasms that she forgot things like eating, sleeping, or even breathing, and even though Gwen understood what he meant she sometimes wondered what it would be like to just turn the dildo on and get lost in the sheer joy of a never ending orgasm. With a sigh Gwen pulled the beautiful blue toy from her twat and licked it clean before she returned it to the drawer. As she rolled onto her back Gwen thought she felt a little twitch in her belly and she smiled down at the bulge that hid the red fur around her slit. She realized that it was probably just a muscle spasm left over from her orgasm but she decided to pretend it was something else as she placed her hands on her swollen abdomen and stroked her bare skin. “Did you like that baby? Did you like it as much as mommy did? If mommy is this horny every morning than by the time you’re born you will already love fucking as much as she does. Gwen closed her eyes and grinned as she imagined Ben lying next to her and stroking her belly as he cooed at the baby in her belly. She could just see his cock standing up straight, anxious to slide into her cunny so he could fuck her to another orgasm and shoot another load of cum deep into her fuck tunnel. Even though she’d fucked Grandpa Max and her great Uncle Gary over the summer it was always Ben she thought of when she closed her eyes and Gwen wondered if that meant she was falling in love with her cousin – or maybe it was just his cock she was in love with. Gwen glanced at her clock again and realized it was time to get up and get ready for school so she slid out of bed and grabbed the clean clothes waiting on the chair next to her bed before she headed for her bathroom. “I wonder if I have time for another orgasm while I take my shower,” Gwen mused after a large yawn, “I hope so because I’m too horny to stop myself.” After her shower and two more shuddering orgasms Gwen looked at herself in her mirror as she finished getting dressed. In the mirror she could see how her tits and belly had grown over the last three months. Her tits pushed the cartoon cat image of her favorite shirt out well away from her chest, and in spite of the bra she wore her erect nipples made poked out on either side of the cat face on the front of her shirt. And when her eyes moved down her body she noticed that the bulge of her belly pushed the hem of her light blue shirt up far enough to show her belly button before she pulled her shirt down around her baby bulge and then added a light but bulky sweater to hide summer growth. “Looks pretty silly to me,” Gwen thought as she looked at her image, “but even if people notice my new fashion statement at least it hides the fact that I’m pregnant – at least for a while.” “Gwen, breakfast is ready,” Gwen’s mother called from the kitchen. “Hurry up or you’ll be late for school.” “I’m coming mom,” Gwen answered as she added her trademark blue barrette and grabbed her backpack before heading out the door. “Here you go,” Gwen’s mother said as her redheaded daughter slid into her chair at the breakfast table and she placed her eggs on the table in front of her. “Are you ready for your first day?” “I’m always ready mom,” Gwen said as took a sip of her orange juice before dipping her toast in her egg yoke and taking a bite. “I know you are,” Gwen’s mother said, pushing her own red hair back from her face as she spoke, “but things are different this year. Your father and I spoke to the principle at the middle school and told him about your condition.” “Mom,” Gwen said, dropping her fork with a clatter as her head snapped around to look at her mother as she took a sip of coffee from her favorite mug. “I thought the idea was to keep my pregnancy a secret as long as possible.” “It is,” the older woman said with a sigh as she set her coffee mug down and crossed her arms under her breasts. “But we had to tell the principle the truth or he wouldn’t let you make other arrangements for your phys-ed credit this semester. Your father and I decided it would be better to let one person know the truth in confidence if it meant that you wouldn’t have to take a gym class where the other girls would see you naked with your bulging belly and swelling tits.” “I guess you’re right,” Gwen sighed as she turned back to her food. “So what am I doing instead of gym class?” “Principle Olson agreed to give you phys-ed credit for your karate lessons,” Gwen’s mother said as she picked up her coffee again. “We also had to tell your karate instructor about your pregnancy and he said that testing for your belt might put too much strain on your pregnancy, but if you’re willing to continue a specialized training program then he’s willing to sign off on school credit for your lessons.” “Sounds good,” Gwen said between bites. “Is there anything else I should know about?” “No, that should be it,” her mother said. “But just remember that we will be pulling you out of regular school at the end of the first semester when your belly get too big to deny your pregnancy and we’ll home school you for the rest of the year at that point.” “I remember,” Gwen said, suppressing the frustrated sigh that threatened to escape her lips, she’d lost count of the times her parents had already mentioned their plans over the past week. “And I promise to be careful so no one notices how my belly is expanding for as long as I can. But you do realize that some people will notice – right?” “Yes, we know some people will notice,” Gwen’s mother said with a sigh, “and your father and I realize that there are some people you’ll want to tell your secret to, just promise that you won’t tell too many people, ok?” “I promise,” Gwen said as she finished her breakfast and set her silverware down on her empty plate. “I’ll take care of your dishes,” Gwen’s mother said as her daughter got up from the table and reached for her dirty things, “you better hurry or you’ll be late.” “Thanks mom,” Gwen said as she grabbed her backpack and headed for the front door. Gwen had made about a block down the street when she heard a familiar sound and turned to look behind her to see a blur headed her way just before a blast of compressed air hit her body as XLR8 braked to a stop just a few inches in front of her. “Hi Gwen,” Ben said as the face plate of his helmet rose up with a soft whine to reveal his green reptilian features. “I thought I’d offer you a lift, that way we’ll have a few minutes to talk in private before anyone else gets to school.” “Sounds good to me,” Gwen said, giving Ben a wide smile before she climbed up on Ben’s back so her belly and tits were flat against her cousin’s body as she wrapped her arms and legs securely around his chest and waist. “Hang on tight Gwen,” Ben said, giving his cousin’s ass an affectionate pat before he turned to head for school. Even though it was only a few blocks to school Gwen had to close her eyes and mouth against the rush of wind that hit her face. Even sooner than she expected Ben came to a stop and gave her ass another pat to indicate that she should get off his back. Even as Gwen released her arms and legs and dropped to the ground she heard the alarm as the Omnitrex timed out and covered her eyes against the sudden flash of red light as Ben changed back into his human form. “Perfect timing,” Ben said proudly as he turned to look at his red-haired cousin. “What’s with the new fashion statement?” “The idea is to hide my pregnancy for a while,” Gwen said. “That’s why I’m wearing the bulky sweater, but just for you I’m wearing something special under the sweater. Here, see for yourself.” Ben grinned as Gwen raised her sweater so he could see where her belly bulged through the gap between her white stretch top pants and her light blue shirt. “Is that,” Ben said hesitantly, “is that the same shirt?” “The same shirt I was wearing the first time we fucked and you knocked me up,” Gwen confirmed smiling at the look on Ben’s face before she dropped the hem of her sweater back down. “Enjoying your handiwork?” “I sure am,” Ben said as he stepped closer and put his hand on Gwen’s belly so he could feel the slight bulge through her loose clothing. “Oh God Gwen, I’ve missed you so much.” “What did you miss most? Me or my tight little pussy?” Gwen asked as she put one arm around her cousin’s shoulders and put the other hand between his legs to feel the bulge of Ben’s erect cock through his pants. “Both,” Ben said as he slid his hand from Gwen’s belly to her crotch to rub her cunt through her clothes. “Did you miss me or my cock?” “You bet your fucken ass I missed you and that beautiful prick of yours,” Gwen said as she licked her lips. “Do you have any idea how many times I day I used my dildo during the past week?” “And do you have any idea how many times I jacked off in the same time?” Ben asked. “But I’ve been working on something that should give us a place to fuck every day after school.” “That sounds great Ben,” Gwen said, “but where are we going to get the privacy to fuck as much as we want to?” “It’ll be easier to show you than tell you,” Ben said as he slid his hand under Gwen’s sweater to rub the bare skin of her swollen belly. “Meet me behind the bleachers on the north side of the Gym after school and I’ll show you where we’ll be fucking from now on.” “Sure, I’ll meet you there,” Gwen said as she slid her hand into Ben’s pants to grasp his hard cock, “but I think we could both use a little release right now. If we hurry I think I’ll have just enough time to give you a blow-job before anyone else gets here and sees us.” “I love the way you think Gwen,” Ben said, grabbing her chin and turning her face so he could give her a quick kiss. “Oh no,” Ben said, grabbing Gwen’s wrist as she reached for his belt. “What’s wrong?” Gwen asked as she and Ben pulled their hands back and she turned to see what Ben was staring at. “Well well, if it isn’t Ben Ten-ass-son,” the taller of the two boys said as they got close enough for Gwen to recognize the black haired Cash and his plump tag-along partner JT. “Whose your girlfriend Benny boy?” “Good one Cash,” JT said with a snicker as he pushed his glassed up on his nose. “Shut up JT,” Ben, Gwen, and Cash all said together. “Why are you hanging out with a loser like this when you can have a winner like the Cash-meister?” Cash asked as he turned to Gwen and flexed his muscles. “I’m sure you heard about how I saved the president at the Little League world series this summer. “Not only did I hear about, I was there,” Gwen said as she stepped between Ben and Cash so the bully couldn’t see Ben as he fussed with the still charging Omnitrix, she knew her cousin wouldn’t be able to do anything until his watch recharged – but she knew he’d be trying to do something with it anyway. “Or don’t you remember?” “I remember,” Cash said, his face turning red as he looked at Gwen. “Good, than you know that I know the truth about what happened that day,” Gwen said as Cash’s face grew even redder. “And just so you know, Ben isn’t my boyfriend, he’s my cousin. And no one talks about Ben like that but me.” Cash glanced at JT and seemed to come to a decision as he turned to glare at Gwen. “I’ll do whatever I want,” he snarled, “and there’s no way a girl is going to stop me.” “This girl is,” Gwen said, taking a defensive stance as Cash closed the gap between them. As Cash approached Ben tried to push Gwen aside to face the bully but Gwen pushed him back. “I can handle this Ben,” Gwen whispered as she forced him back. When he was close enough Cash balled his fist and threw a punch at Gwen’s face. Gwen dodged the blow and caught the taller boys wrist. Before Cash realized what had happened Gwen yanked on his arm and pulled the boy forward from his already off balance position. As Cash stumbled forward Gwen brought her knee up and planted it firmly in his stomach so his breath escaped from his gaping mouth with a whoosh. Gwen let go of Cash’s arm and watched as he slumped to the ground gasping for breath. “How dare you do that to Cash,” JT muttered as he glared at Gwen. “I’m not going to let you get away with it.” As JT rushed forward, blind to everything except getting his hands on Gwen to make her pay for embarrassing his friend she stepped back from Cash’s groaning body and pulled her spell book out from the sleeve of her sweater and flipped to a spell she’d marked earlier. Just as JT skirted around Cash’s prone body Gwen uttered the words of her spell in the odd echoing tones her voice always had when she was using her magic. As she finished the spell Gwen gestured toward JT’s legs and there was a sudden rush of wind and the plump boy tripped like he’d hit a wall and fell flat on his face next to his friend. “Nice one Gwen,” Ben said as he stood next to his cousin and looked down at Cash and JT’s prone bodies. “I thought so,” Gwen said, giving Ben a quick grin. “What is going on here?” a new voice asked as a stern faced woman appeared from around the corner of the school building. The woman adjusted her sever suit jacket as she approached the four of them and stopped next to Cash and JT as the two of them scrambled to their feet. “I hope I don’t have to call any of you to my office, there’s nothing I hate more than disciplining students on the first day of school.” “Nothing like that Principle Olson,” Gwen said innocently as she shifted her position so Ben was behind her as she spoke. “Cash here was just rushing over to see us when he tripped and fell. JT was so close behind him that he couldn’t stop before he tripped over Cash’s body and fell right next to him.” “Is this true?” Principle Olson asked as she turned to glare at the two boys brushing themselves off. “No way,” JT started to say before Cash hit him in the stomach with his elbow before he could get any further. “Everything happened just the way she described it, ma’am,” Cash said with a constant nod of his head. “Really?” Principal Olson said with a suspicious tone to her voice. “I was warned about the two of you so you can be sure that I’m keeping an eye on you boys. Is that clear Cash? JT?” “Yes ma’am,” both boys muttered as they gave her a quick nod. “Well since Gwen spoke up for you I’ll let it go this time, but don’t let it happen again,” Principle Olson said with a dismissive wave of her hand. “Are you sure you’re alright Miss Tennyson?” Principal Olson asked Gwen after Cash and JT were gone. “Yes ma’am, I’m fine,” Gwen said quickly. “If you say so,” Principal Olson said with a frown, “but I want to know if anything happens to you. Is that clear?” “Yes ma’am,” Gwen sighed. “I promise to let you know if anything happens.” “Ok,” Principal Olson sighed. “Don’t be late for class you two.” “No ma’am,” Gwen said as the principal turned to leave. “Why did you let them off like that Gwen?” Ben asked after the principal was gone. “I didn’t want to,” Gwen said with a sigh, “but Principal Olson knows about the baby. If she told my parents what happened they’d could get worried about me and decide to pull me out of school early. Then what would happen to our after-school fuck sessions?” “Good point,” Ben said. “But how did you know Cash would go along with your story?” “It was that, or let the whole school find out that he and JT were beat up by a girl,” Gwen said with a quick laugh. “Can you think of anything more embarrassing for Cash?” “Hell no,” Ben said with a quick chuckle. “Too bad we don’t have time for that blow-job now. But at least we still have our after-school fuck session. Just remember to meet me behind the bleachers on the north wall of the gym.” “I’ll remember,” Gwen promised. “Nothings going to keep me away from your cock after waiting a week to get it back in my pussy.” Gwen threaded her way through the occupied tables in the cafeteria until she reached one of the smaller empty tables. She sat down and looked at the dingy paint on the wall just a few feet away and wondered how long it had been since the school was painted. Grandpa Max had told her and Ben about when the school was first built when their fathers attended it back when it was a high school and she wondered if her father had stared at the same wall back when it had a fresh coat of paint. “Hi Gwen,” a girl said as she stepped up to the other side of the table and set her tray down on the table. “Mind if I join you?” “Mind it?” Gwen said with a smile as her best friend sat down across from her, “I’ve been looking forward to seeing you after being away all summer, Jane. What was your summer like?” “Same old same old,” Jane said with a sigh as she looked at her lunch tray. Unlike Gwen Jane wasn’t trying to hide her tits with bulky clothes, in fact she barely passed the school’s lose dress code the way that it hugged her oversize breasts and left her belly bare to her waist. “How about you? How was that road trip you took with your cousin and grandpa?” “It was great,” Gwen said with a broad smile as she slipped a hand down to her own belly to pat the bulge under her sweater. “Even better than I ever expected.” “Really?” Jane asked as she reached for the salt and almost put her 36C tits in her potatoes and gravy. “What made it so great?” “Seeing the country,” Gwen said hesitantly without taking her eyes off her friend’s cleavage, “meeting relatives I didn’t know I had, getting to know my cousin and grandpa.” “Come on Gwen, give me more details,” Jane said as she looked dejectedly at her food. “What made your summer so great. Come on Gwen, you know you can trust me.” “You make it sound like I have something to hide,” Gwen said as she brushed a few crumbs off her bulky sweater. “I didn’t say that,” Jane said with a chuckle, “but now that you mention it – You were never one to emphasize your attributes, but you never went out of your way to hide them either. So, what’s with the bulky sweater?” Gwen took a quick nervous look around to make sure that no one was near enough to hear her before she leaned forward to whisper to her friend. “Keep this under your hat for now, but I’m pregnant.” “You’re kidding,” Jane said as her eyes tracked down her friend’s body until they seemed to burn a hole through the material hiding her belly bulge. “No I’m not,” Gwen hissed, gesturing for Jane to keep her voice down as she looked around to see if anyone had noticed her friend’s outburst. “Sorry Gwen,” Jane said in a softer voice once she was sure no one had noticed her earlier outburst. “Damn, I was sure I’d get pregnant before you, especially since I’ve been having periods for three years already. But my parents know that along with my early development I gained a sex drive that makes me super horny so they’ve always made sure I don’t have a chance to actually do anything.” “Come on, Jane,” Gwen said, “your parents can’t keep their eyes on you all the time.” “No they can’t,” Jane sighed, “but even the guys who seem interested when I first come on to them lose interest as soon as they realize how young I really am.” “Really?” Gwen said, “in that case I may know someone who would be interested.” “Great,” Jane said, almost jumping around in her chair with enough energy to make her shoulder length brown hair bounce around wildly. “Who is it? When can I meet him? Is it the guy who knocked you up?” “Shh,” Gwen hissed as she looked around the room again, this time she could see a couple heads turned their way and she looked away before they realized that she’d noticed. “Keep it down Jane. Look, why don’t we finish our lunches and then go for a walk, somewhere where we can talk without attracting attention.” “Sounds good to me,” Jane said happily as she rushed to finish her food as quickly as she could. “Hurry up, Gwen. I have a lot of questions to ask you as soon as you finish your lunch.” “Right,” Gwen said as she rushed to catch up with her friend. The truth was she was looking forward to telling someone about her and Ben and she was sure she could trust Jane with the truth. Besides, she’d told Ben about Jane earlier in the summer and she was pretty sure her cousin would enjoy fucking the brunet as much as the other girl would enjoy the chance to finally lose her virginity. In fact – unless she was totally missing the point – it sounded like her friend might even want Ben to knock her up too. Once they finished their meals and bused their trays the two girls left the cafeteria and headed outside. Gwen couldn’t help but notice that several of the boys watched Jane with a dreamy look on their faces while just as many girls watched her with undisguised hatred on their faces. Without saying anything the two of them headed toward the football field where they found a couple seats in the bleachers where no one could overhear them and they could see anyone before they came close enough to overhear their conversation. “Ok Gwen,” Jane said even as they were sitting down on the bleachers, “give it up, who knocked you up? And don’t tell me you were raped, I know you’re too good at karate to let someone get the drop on you, at least not long enough that they can have their way with you before you recover from your original surprise.” “I told Grandpa Max no one would believe that story,” Gwen sighed. “I’m still trying to figure out how my parents bought it.” “Stop beating around the bush, Gwen,” Jane said impatiently. “Who’s the daddy?” “My cousin Ben,” Gwen admitted after a quick glance around to make sure no one was close enough to hear them. “The first time we fucked was an accident, but we enjoyed it so much that we started fucking a least once a day after that.” “Gwen,” Jane said with a frown, “how do you end up fucking someone by accident?” Gwen hesitated before answering this time, she couldn’t tell her friend about Ben and his aliens – that wasn’t her secret to give out to just anyone – but she did trust Jane enough to tell her about her magic. “Here’s how,” Gwen said as she pulled her spell book out of it’s hiding place in her sweater sleeve. “I learned real magic over the summer and I flubbed a spell I was casting when Ben and I were the only ones in the RV.” “Are you joking?” Jane asked as she gaped at her friend. “No, I can see that you’re telling me the truth. What kind of spell did you cast to get that kind of reaction?” “I was trying to cast a love spell,” Gwen said as she stuffed her spell book back in her sleeve, “one that would make the person I cast it on so enthralled with me that they wouldn’t want to hurt me – at least not as long as the spell was in affect. But I made two mistakes with the spell when I cast it, instead of targeting the spell I made it an area of affect, and instead of a love spell I made it a lust spell. Both Ben and I were caught in the spell and by the time it wore off we were no longer virgins and we were both hooked on fucking.” “I wish I had your kind of bad luck,” Jane sighed. “Do you think Ben will be interested in fucking me?” “I think so,” Gwen said slowly. “I know I mentioned you to him at least once during the summer because you both have that early puberty thing, but I didn’t actually mention your name so you should probably give me a chance to bring it up again before we spring you on him. But I’m sure Ben will be happy to fuck you once I bring it up.” “Just how far along are you anyway,” Jane asked. “I can’t tell how big you are under that bulky sweater you’re wearing.” “About three months,” Gwen said as she raised her sweater and shirt up far enough so her friend could see the bulge of her stomach. “Ben knocked me up during my first fertile cycle so I never had a period and it’s hard to be sure of the timing, but I started having morning sickness about two weeks after our first fuck. Then I started getting the cravings – both sexual and food – and started noticing the sudden growth spurt in my tits. By the time I realized I really was pregnant our Grandpa Max had put the clues together too.” “Does your grandfather know who knocked you up?” Jane asked as she stared at Gwen’s belly. “He sure does,” Gwen said with a chuckle. “He knew something was up as soon as Ben and I started sneaking off to fuck. He put the clues together even faster than I did, but didn’t say anything about his suspicions until Ben and I admitted the truth. That’s when he joined in the fun and I spent the rest of the summer fucking two or more cocks a day. By the way, don’t tell Ben about the or more part, he doesn’t know about that yet.” “Do you think that will be a problem?” Jane asked, still staring at Gwen’s bare belly. “Not if he starts fucking you,” Gwen said as she watched her friend’s hands twitch as she held them at her side. “You can touch it if you want.” “I can?” Jane asked moving her hands to Gwen’s exposed belly before her friend could change her mind. “What I wouldn’t give to be in your place,” the brunet sighed as she stroked Gwen’s pregnant bulge. “If things work out you will be,” Gwen said with a soft moan as her friend’s stroking fingers went straight to her tits and cunt so that her nipples popped erect in her bra and her slit turned her panties into s soggy mess. “Good,” Jane said as she slid one of her hands down toward the waist band of Gwen’s white pants before the other girl grabbed her wrist to stop her. “Jane, as much as I’d like to do it with you,” Gwen said with a slight blush, “we are a little exposed out here. If we do anything here we’ll be spotted for sure.” “I guess you’re right,” Jane said with a sigh as she removed her hands and Gwen pulled her shirt and sweater back in place. “So when and where can we do something?” “I’m suppose to meet Ben after school,” Gwen said after a slight hesitation. “From what he was saying this morning I got the impression that he found someplace for us to fuck. In that case I’m sure he’d be willing to share the secret with you and all three of us can use the secret room or whatever it is that he’s found. It would probably be best if we planned to meet before school tomorrow morning. Do you still have the same cell number? In that case I’ll give you a call after I meet with Ben and we can plan a time and place for our meeting.” “In that case I’ll look forward to tomorrow morning,” Jane said with a broad smile, “because I can’t wait to lose my fucking cherry.” “I’ll do what I can,” Gwen promised, “but you do know that most of what you want depends on Ben and how far he’s willing to go with you. By the way Jane, I keep wondering, if your parents are so strict with you, how is it that you’re able to wear such revealing clothes to school?” “I don’t,” Jane said with a self-conscious shrug. “When I leave home in the morning and get back in the afternoon I’m wearing the most conservative clothes I can find in my closet. But when I get to school I pull out the slutiest clothes I can hide in my backpack or locker a slip into the nearest restroom so I can slide into them for the rest of the school day. Of course if things work out I may be wearing something as bulky as your sweater before the end of the school year.” “I hope you get your wish then,” Gwen said as she cocked her head to listen to the first bell. “We better hurry or we’ll be late for class. I’ll call you later and see you in the morning.”

* * * * * * * * * * *

“Ben, where are you,” Gwen hissed angrily as she back and forth in the area between the north wall of the gym and the bleachers. She could hear several other students playing basketball on the other side of the folded benches so she tried to keep her voice down even as she tried to find her cousin. “Pst, up here Gwen,” Ben’s distorted voice came from above her and see looked up to see Greymatter’s yellow eyes peering down at her. “Hold on, I’ll be right down.” Gwen watched as Ben’s miniature alien body crawled out from the slats of the folded bleachers and he used the suction cups on his small hands and feet to crawl down until he could look at her eye to eye. “What are you doing Ben?” Gwen asked as she put her hands on her hips and leaned forward to glare at her cousin. “Just putting the final touches on the security system for our meeting place,” Ben said as he hopped onto Gwen’s shoulder and pulled the neck of her sweater and t-shirt out so he could slip into them. “Just follow my directions and we’ll have all the privacy we need to fuck in no time.” “Ok then,” Gwen said slowly as Ben settled himself under her shirt so he stood on her belly and held onto her tits for balance, “where do I go?” “Just walk straight ahead until you get to the narrow hall about the middle of the wall,” Ben said in his odd Greymatter voice. “So how did you find this place anyway, Ben?” Gwen said as she followed the narrow gap between the wall and the folded bleachers. “And how do you know we’re going to have privacy?” “I’m surprised, Gwen,” Ben said happily as he pushed his cousin’s bra up so he could reach her nipples. “You’re the geek of the family, you should have figured out about this room before I did.” “Stop gloating and tell me about the room,” Gwen with a groan of pleasure as Ben squeezed her left nipple with one hand and sucked on the other one. “You remember what Grandpa Max told us about this school?” Ben asked. “Especially what he told us about the gym and the bleachers?” “He told us it was originally the high school for the district,” Gwen said thoughtfully as she spotted the narrow hall Ben had told her about just ahead. “It was suppose to be pretty high tech for its time. I think he said the bleachers for the gym were motorized so they could be extended and retracted automatically.” “That’s right,” Ben said as he continued to play with Gwen’s tits at the same time that he massaged her swollen belly with his feet. “But the schools budget didn’t include any money for maintenance or upgrades on the equipment so after a few years the whole system just died and the school decided it would cost too much repair the equipment and just left it to rot away. While, it took me a while but I managed to find the old control room for the bleachers. When I found it it looked like no one had been there for several years so I cleaned it out and refurnished it so we’d have a nice place to fuck. After that I set up a security system so make sure that we’d be able to keep the place all to ourselves even if someone did remember the room was there.” “What is this incredible security system you created,” Gwen asked as she slipped into the short tunnel and made her way down it as Ben continued to play with her tits while he massaged her swollen belly with his feet. “And where did you get the parts to make it?” “The security system is just a magnetic lock hooked up to combination genetic scanner and key pad,” Ben said, taking his mouth off Gwen’s nipple so he could talk. “I salvaged all the parts from the control rooms old equipment – well, Greymatter salvaged and built the lock, scanner, and keypad.” “Is this the keypad you’re referring to?” Gwen asked when she reached the door at the end of the short corridor. “That’s it,” Ben said, turning his head to look. “So what’s the code?” Gwen asked as her finger hovered over the numeric keypad. “It’s our birth date,” Ben said. “Easy to remember, but with the genetic scanner only you and I can use it.” “So what happens when you’re in alien form?” Gwen asked as she punched in the proper code so the door beeped and then popped open. “The scanner is actually tied into the Omnitrix, so whatever form I’m in the scanner recognizes it,” Ben said as Gwen pulled the door open and stepped into the small room beyond it. As much as she hated to admit it Gwen was impressed with what she found in the former control room. Even though the room was small there was more than enough room for the queen size mattress on the floor as well as a couple cushioned chairs. “Looks nice Ben,” Gwen admitted with a rueful grin, “but do we really need a queen size mattress if it’s just the two of us fucking?” “Well I did have a couple other people in mind,” Ben said as he gave Gwen’s left tit an extra hard squeeze to make her nipple pop out even further in his grasp. “Really?” Gwen said with a smile as she looked down at the strange pupils of Greymatter’s yellow eyes. “And just who did you have in mind?” Before Ben could answer the Omnitrix started giving off its countdown signal and Ben jumped off Gwen’s swollen belly to slide out the bottom of his cousin’s sweater and shirt (pausing just long enough to give her pregnant stomach a quick kiss). As soon as he hit the floor Ben stepped away from his Gwen’s feet and then changed back into his human form in the usual flash of red light. When Gwen could see again Ben was standing before her in his favorite t-shirt and brown slacks. “So, who else did you have in mind Ben?” Gwen asked again as Ben looked down at his feet as he shifted them around nervously. “Well, there’s grandpa of course,” Ben said. “After all, he’s been fucking you for most of the summer and it doesn’t seem fair to cut him off now – especially since he bought the mattress and helped me get it here.” “That makes sense,” Gwen admitted with a grin as Ben continued to look down at his feet. “But I think you have someone else in mind too – don’t you?” “Yeah I do,” Ben said finally looking up from his feet to see how Gwen was going to react as he continued. “I’ve been thinking about that friend you told me about earlier in the summer. The girl you said developed puberty early – like me.” “I do remember mentioning something about Jane during the summer,” Gwen teased, grinning at the hopeful look on Ben’s face as she spoke. “Jane?” Ben said in surprise, “Jane the slut?” “You take that back Ben Tennyson,” Gwen snapped at her cousin. “But that’s what everyone calls her,” Ben whined as he backed away from Gwen’s angry glare. “I mean the way she dresses and acts – and I’ve heard that she’s begged more than one guy to fuck her.” “But no one has fucked her yet,” Gwen pointed out as her face shifted from a glare to a grin. “So she isn’t a slut – at least not yet. I talked to Jane at lunch today and I can tell you that she’s horny as hell and jealous of me because I’m already pregnant and she hasn’t even lost her cherry yet. Ben, I told her about you and me and she wants to fuck you as much as you want to fuck her.” “Really,” Ben asked with a grin that almost swallowed his face. Gwen could see the bulge in his brown pants as he thought about fucking her friend. “Are you sure Jane wants me to fuck her?” “I’m sure,” Gwen said with a nod, “in fact, she would have been here right now if I’d known how much you wanted to fuck her. “But I didn’t know. Besides, if she was here I’d have to share your cock with her, and after going a week without a single fuck I’m too horny to share you.” “I was wondering when we’d get down to business,” Ben said with a big grin as he pulled his shirt off over his head. “If we’re going to fuck shouldn’t you be getting out of your clothes?” “I will,” Gwen said with a mischievous smile, “I just wanted to wait until I had your attention before I took off my sweater.” “Well you have my attention now geek,” Ben said with a broad grin of his own, “so why don’t you show me what’s under that sweater?” “Just this,” Gwen said, lifting her sweater over her head while keeping her t-shirt in place where it clung to the bulge of her belly. Gwen grinned at the glazed look on Ben’s face as he looked at her and his cock grew between his legs until it stuck straight out like an iron rod. “Is that,” Ben said as he reached out to touch his cousin’s stomach just under the hem where her bulge made a gap between her shirt and her pants. “Your handy-work?” Gwen teased as she reached out to run her fingers along the length of Ben’s cock. “It sure is, dweeb.” “I know that,” Ben said with a big grin as he ran his hands under her shirt to caress her stomach. “I was wondering about the shirt. Is that the same shirt you were wearing the day we . . .” “Fucked for the first time,” Gwen finished as she knelt down to lick her cousin’s hard shaft. “It sure is. I won’t be able to wear it much longer the way my belly is growing with our baby, but I thought it would be safe enough to wear it under my bulky sweater, and I thought you’d like to see it one more time before I put it away until after the baby’s born.” “I like it,” Ben said as he grabbed the hem and lifted the blue on blue shirt up over Gwen’s head as she raised her arms so he could do it. “But I like seeing you with it off even more.” “Good,” Gwen said as she got to her feet removing her bra as she stood and then sliding her pants and panties down to the floor. She kicked her shoes off as she made her way to the mattress and dropped onto the queen size pad naked except for her socks. “Fuck me Ben,” the redhead begged as scooted back on the mattress and opened her legs and arms for her cousin as he followed her. “It’s been a week since we fucked Ben,” Gwen said as Ben stroked her slit with his fingers and tickled her erect clit. “I want your cock in me, and I want it now. I want to feel your cum shooting in my pussy and I want to dream about all the babies we’re going to make together.” “I love the way you think Gwen,” Ben said as he crawled up his cousin’s body until the head of his cock rubbed against her sopping pussy lips. It’s been a week for me too, and I’m so fucking horny I can’t wait to get my cock into your geeky little body. Is it just me or is your pussy hair getting thicker?” “I can’t really see it with my belly in the way,” Gwen said with a gasp as Ben sucked on her tits and rolled his tongue over her nipples, sending a jolt of sexual energy straight to her creaming cunt. “But I think I am getting hairier. I don’t know if it’s because I’m at the age when my pubic hair starts growing like this, or if it’s because of all the hormones running through my body with the pregnancy.” “I don’t care why it’s growing,” Ben said as he ran his fingers through the stiff curly hairs between Gwen’s thighs, “I like it.” “Good,” Gwen groaned as Ben shifted his hips a little more and pushed the head of his cock between her pussy lips. “Oh God,” she muttered as Ben slid into her fuck tunnel, “I’ve missed this so much. I don’t want to go this long without fucking ever again.” “Neither do I,” Ben grunted as his cock bottomed out against Gwen’s cervix and his cousin’s fingernails bit into his back as she held him tight and locked her legs behind his quivering ass. “I want to fuck you forever.” “We can dream can’t we,” Gwen moaned as Ben slid in and out of her pussy, twisting his hips the way Grandpa Max had taught him to give her as much pleasure as he could. That was one thing she loved about her dweeby cousin, he always tried to give her as much pleasure as possible, of course the fact that he got as much pleasure out of fucking as she did didn’t hurt either. She could already feel the pressure building up in her belly, just behind where the baby was pushing her stomach out to meet Ben’s stomach as her cousin bounced up and down on her pregnant body. “I’m going to cum Gwen,” Ben said through gritted teeth as he tried to hold back his orgasm until she had hers. “Your cunt feels so good I can’t hold it.” “Just a little longer Ben,” Gwen begged as she felt her own orgasm building in her cunt, “I’m almost there.” “I’m trying,” Ben grunted as he tried to slow his pace as his cum filled balls bounced off his cousin’s ass and her slit quivered around his shaft. “I can’t do it, Gwen, “I’m cumming.” “So am I, Ben,” Gwen screamed as her cunt spasmed and held his spraying cock deep in her body exploded with pleasure. “Oh God Ben,” Gwen said as the two cousin’s lay naked on the mattress, “I think that was the best fuck we had since . . .” “Since the first time we fucked,” Ben finished with a blissful grin on his face as he reached over to tickle Gwen’s tits. “If I wasn’t too horny to do it I’d suggest waiting a week between fucks more often.” “You’re right,” Gwen said, “I don’t think I could take going that long without a fuck again. It felt so good fucking again after going so long without your cock in my cunt, but I’d rather fuck every day than once a week.” “You got that right,” Ben said with a chuckle. “So Ben,” Gwen said with a groan as she got to her feet and started looking for her clothes, “do you think you can be here early tomorrow?” “Sure,” Ben said with a shrug as he got up from the mattress and started hunting for his own clothes, he smiled to himself when he glanced at his cousin and saw his cum running down her thighs as she pulled her panties on. “But what’s so important about tomorrow morning?” “I told Jane that if you were interested in fucking her than we’d meet here at school in the morning. “You are interested in popping her cherry and knocking her up like you did me, right?” “Well yeah,” Ben said with another smile as he thought about slamming his six inch cock into the brunette as she begged him to knock her up. “The only thing I’d like better is if I fucked you too.” “If you’re up to two fucks in a row than we’ll do it,” Gwen said with a shiver of pleasure. “In fact if you’re up to two fucks than why don’t we do it before and after school.” “Sounds like a challenge,” Ben said with a pleased grin as his head popped up through the neck hole of his shirt. “And I never turn down a challenge.” “Good,” Gwen said as she settled her sweater over her stomach to hide her bulge. “By the way, can you give me a ride home?” “Sure thing,” Ben said as he glanced down at the green face of the Omnitrix, “the watch is all charged up and ready to go so here comes the XLR8 express.” “Stay down,” Gwen hissed at Ben as her cousin knelt behind the trash bin. “We can’t let Jane see you before you change back. “I know that,” Ben said with the lizard-like hiss of his XLR8 form, “but why do I have to hide when she isn’t even here yet.” “Because we don’t know when she’s going to get here,” Gwen pointed out as she brushed her bulky sweatshirt into place and glanced around the school grounds. “I already told her about my magic but it might be a bit much to spring the whole alien switcheroo thing with her right now. If Jane comes around the corner and sees me standing next to XLR8 – or if she turns the corner just as you’re changing into your own form.” “I guess you’re right,” Ben sighed, “but you know she’s going to figure it out sooner or later.” “I know,” Gwen muttered, “and she may not be happy with us when she does figure it out, but for now I think it would be best if we kept the watch to ourselves.” “Ok,” Ben said as the Omnitrix started to beep. “Looks like we don’t have to worry about it after all.” “That’s what you think,” Gwen said as she watched Jane come around the corner of the building just as Ben changed in a flash of red light. “Hi Gwen,” Jane called as soon as she was close enough to be sure that it was Gwen waiting for her outside the gym entrance with the brown haired boy standing next to her. “Hi Jane,” Gwen called with a wave as the brunette approached them. “This is my cousin Ben Tennyson, Ben this is Jane Martin, my best friend since first grade.” “Hi Jane,” Ben said with his eyes focused on the bulge of her tits under her modest sweater. “I’ve been looking forward to meeting you.” “Really?” Jane asked as her own eyes drifted down to the lump in Ben’s green pants. “And how long have you been looking forward to meeting me?” “Ever since Gwen told me that you had early puberty just like me,” Ben said with a self-conscious grin. “And how long have you looked forward to meeting me?” “Since yesterday when Gwen told me that you were the one who popped her cherry and knocked her up,” Jane said with a grin of her own. “If you’re like me than you’ve been horny ever since your early puberty set in, right?” “Yeah,” Ben said as he gave Gwen a sheepish grin, “but I didn’t want to tell Gwen about that.” “It isn’t like it would have made any difference, dweeb,” Gwen snapped. “After I cast that lust spell it didn’t matter how horny you were before I cast it, because I was at least as horny as you by then. I don’t think either of us could have stopped what happened after that – even if we wanted to.” “And I can see that neither of you wanted to stop once you got started,” Jane said with a chuckle as she shifted her gaze from Ben’s bulge to the one under Gwen’s sweater. “Hell no,” Ben said as he slid his arm around his cousin’s waist so that he could rub her pregnant belly under her bulky green sweater. “Me either,” Gwen said as she patted Ben’s hand, “after our first fuck I don’t think I could have stopped for anything – I didn’t want to stop.” “And I can’t wait to start,” Jane pointed out. “So where is this special room Gwen was telling me about?” “It’s just off the gym,” Ben said. “Before we head in I think Gwen should cast her invisibility spell so no one will see us as we enter the school.” “Oh good,” Jane said as she watched Gwen pull her spell book out of her sleeve. “This means I get to see Gwen use her magic. So when do I get to watch you change into one of your alien heroes Ben?” “What,” Ben asked with a weak laugh as he gave Gwen a quick look. “What alien heroes are you talking about?” “Do you really think I’m just a set of big tits and a horny cunt?” Jane asked with a disappointed voice. “After Gwen told me about her magic powers I went on-line last night to see what I could find out about what she was doing during the summer. I found a few references to Luck Girl as well as several others about a young red-headed girl casting magic spells. Every time you and your magic came up Ben and one or more of her heroes came up as well. The two of you weren’t really that careful with your ‘secret’ identities – in fact the two of you and your grandfather even appeared in several pictures after Ben saved the day as one of his alien heroes.” “Yeah I guess we weren’t that careful with our powers and aliens,” Gwen said with a sheepish grin. “Do you think anyone else has figured it out yet?” “Gwen, why are you worried about normal people like Jane figuring out our identities?” Ben asked with a thoughtful frown. “Most of our enemies already know who we are so I don’t think it matters if other people know too, but I’m not ready to make a general announcement yet.” “I guess you’re right,” Gwen said thoughtfully. “But I need a lot of practice with my magic before I’ll be ready to make a general announcement, and you’ll need practice with your aliens too.” “Right,” Ben said sarcastically, “you don’t need practice