Ben 10 Hentai Games

Ben watched through the window of the gym door until he saw the last girl enter the locker room. With one class headed for the showers Ben figured he had just enough time to reach his usual hiding place behind the bleachers before Karen’s class hit the courts. With a quick look to make sure no one was in the hall to see him Ben activated the Omnitrix and felt the energy flow through his body as he transformed into Upgrade.

In his new form Ben flowed through the double doors leading to the gym and then flattened out against the gym floor until he reached the bleachers. When he reached his usual hiding place Ben detached himself from the bleachers and deactivated the watch to change into his normal human form. Ben didn’t have to wait long before Karen’s class ran out of the girl’s locker room and started running laps around the gym. He saw Karen run past his position three times through the slats of the bleachers before Miss Sinclare came out and blew her whistle to get everyone’s attention.

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