(I don't own Ben 10 this is my first m-rated fanfiction hope you enjoy this story please leave positive review and all negative review will be removed . This story takes place after big fat alien wedding episode in the first series however some episodes will appear before others this first chapter is solely focused on Ben and Gwen warning this fic contains child sex shemales hypnosis and harem there will be crossovers later in the story you have been warned.)
Chapter 1: You're a What!?
The road trip for the three Tennyson's had been spent fighting aliens for the summer, and right now was the time to relax, to which the three decided to go camping, to get away from the alien activity.
At the moment, Ben Tennyson and his grandpa, Max Tennyson, were setting up the campsite, while Gwen was inside taking a nap.
"Aw man. Grandpa, how come we're the ones doing this? Shouldn't Gwen be helping us to?" Complained Ben as he set up the tent, thinking to use XLR8 to cut the time of the job in half, but had been forbidden from using the Omnitrix..
Max smiled and told his grandson. "Ben, your cousin needs a break from all that fighting, she relies heavily on her powers, which have a physical and mental strain on her, while all you need is to take five and get the Omnitrix back in action."
"Besides she's a lady and needs a lot of rest. But once we're done you can relax and play Sumo Slammers if you want?" The older of the Tennysons offered which made Ben groan to him, still thinking his cousin was a very annoying person, a complete dweeb.
And though there would be times when they would get along, most of the time they would be at each other's throats for one reason or the other, which left Ben in a bitter mood as he finished putting up the last of the tent, wiped the sweat off of his face and turn to his grandpa.
"Grandpa, I'm done. Now what?" Ben asked, wanting to get all the work over as soon as possible.
Max turned the see that Ben was done with the tent, seeing it set up perfectly.
"Good work, Ben. You don't need to help me with anything else. I'll just go gather some wood for our fire later. Please try not to argue with your cousin while I'm gone. I'll be back in 20 minutes." Max said in reply, picking up an axe and was about to go, but looked back at Ben, who gave Max a nod, although he couldn't guarantee they weren't going to fight.
Sighing, Max went into the forest to get wood for their fire, while Ben went inside the rust bucket, entering the RV to see the covered and scrunched up form that he assumed was Gwen.
Guessing she was still asleep, Ben got out his game system and began to play Sumo Slammers, using a set of headphones so he could have the volume as loud as he wanted without waking and causing Gwen to complain.
After several rounds of the game, clashing with virtual monsters and taking on one boss after the other, Ben needed to go to the bathroom, where he quickly paused his game, rushed down the hall and opened the door to the bathroom, but what he saw was something he had not expected to see.
He saw Gwen taking a piss, but she was standing up.
And from the angle, Ben could see Gwen had a 6 inch penis with balls and everything.
At hearing the bathroom door open, Gwen turned to see Ben, shocking her, while seeing the shock on his face at the sight of her privates. Gwen let out a loud scream, before pushing Ben out of the bathroom, locking it and keeping hold on the handle to make sure Ben didn't burst his way back in. But after a few minutes to calm down, she emerged from the bathroom, her face red with a embarrassment and anger. "Ben, you better not tell grandpa or anyone about what you just saw in that bathroom, got it?" She questioned, frustrated that Ben saw her secret and she was worried that he would immediately blab it out.
But from her tone, Ben stepped back with some fear. Usually he was not afraid of his cousin, but not this time, this time he knew he had to keep his mouth shut and said with seriousness. "Okay Gwen I won't tell anyone."
Though feeling a little better, a little calmer, Gwen was bothered as Ben suddenly asked. "But Gwen why do you have a penis? Don't boys usually have those?"
Gwen grunted, but she decided to tell Ben the truth, both from knowing he wouldn't tell anyone, and there was part of her that respected him enough to share her secret.
"Like I said do not tell anyone. And to answer your question I was born a boy but my parents wanted a girl so my dad paid the hospital to change my body chemistry. I don't know why they left my penis and balls on me." Gwen replied as she pointed to her crotch, before she started crying and fell to the floor, having kept her secret hidden for so long, now all she could do was let out her emotions. "I'm nothing more than a freak I have a girls body but I have a boy's penis no one is ever going to love me I might not ever again a boyfriend or girlfriend because of my hideous body."
Ben couldn't believe it, Gwen was actually crying, she barely cried.
And while Ben was no good when it came to comforting others in their tough times, all he could do was hug her, which surprised Gwen and made her ask. "What are you doing Ben?"
Ben couldn't explain it himself, but right now he just wanted to comfort her.
"Don't get used to this mushy stuff I'm just trying to cheer you up." He told her, keeping his arms around Gwen, which shocked her at Ben's kindness.
He was almost never this kind, perhaps it was him showing her pity or maybe something else but she couldn't be sure.
"Why are you being so nice to me?" She questioned.
Ben looked at her, unsure himself.
Maybe it was pity he was feeling for her but there were sometimes in battles where she came through for him not to mention they were cousins there was sometimes he could tolerate her.
"Well we're cousins and don't get used to me being so nice. Besides, you're not a freak I mean... I'm sure there's someone out there that will like you for you and not because of your body." Ben said, saying the thoughts that came to his head, wondering if they were any assurance to Gwen or not.
Gwen didn't know what to say.
Here was Ben, her annoying dofus cousin, who had annoyed her this entire summer, only now he was comforting her. This made her happy at least this doofus understood. However, Gwen got an idea something that felt gross to her, but the idea she believed could benefit them both as she then asked. "Ben, show me your penis?"
From Gwen's asking, this made Ben look at her like she grew a second head, before he shouted with shock. "What do you mean show you my penis!? That's gross! You're my cousin, remember?"
Gwen smirked at Ben's outburst, before she told him. "It's to make us even. You saw mine and I want to see yours'. Or do you want me to tell Grandpa that you peaked at me in the bathroom?"
Ben was nervous at Gwen's threat, for he knew if Grandpa found out that he accidentally peep at Gwen in the bathroom, he'd be in serious trouble.
"Fine." Ben sighed in defeat, which made Gwen smirk viciously.
With Ben unable to back out of Gwen's threat, Gwen sat down on the bottom bunk and made a hand gesture for Ben to remove his pants, which made Ben glare at her and follow up with another sigh.
He quickly undid his belt and unbuttoned his pants, before sliding them down, making Gwen blush a little at the sight of Ben's bulge in his white underwear, which she guessed Ben's length was the same size or an inch bigger than hers'.
In his underwear, Ben looked at Gwen, hoping that she was joking about this however his hopes were dashed when Gwen made a hand gesture for him to continue.
Ben sighed before he pulled his underwear down, revealing his dick to Gwen, who subconsciously licked her lips at the sight of Ben now naked and exposed, causing her dick to begin to harden, she couldn't understand what was wrong with her, he was her cousin and here she was getting hard over his penis.
However she got another idea and she decided to use her blackmail against Ben as she ordered. "Okay, pull your pants back up. I've seen enough."
"Ok Gwen. And now that that's all over I'm going to go play some Sumo Slammers and, as I promised, I won't tell Grandpa." Ben said as he walked away to his game console, but stopped as Gwen spoke out. "I wouldn't be too sure, Ben. How long did Grandpa say he'll be gone."
Ben turned around with a confused look on his face.
"He said twenty minutes, and it's been at least five." Ben replied, not sure where this was going and wasn't sure what Gwen was thinking about, but knew it wasn't going to end well for him.
"You and I are going to do something that only adults do, now come over here." She ordered, smirking as she knew Ben couldn't get out of this situation, even with his alien heroes, he was powerless.
Ben was nervous. He didn't know what was going through Gwen's head, but he knew it couldn't be good. "What do you have in mind Gwen?" He asked with some worry in his voice, making Gwen smile.
She patted the side of the bed and instructed. "Come over here and sit next to me."
Ben was reluctant at first, but he knew he had no choice, where he decided to swallow his pride and sat down next to Gwen, who gave him a mischievous smile, which continued to make Ben panic, knowing that what was coming wasn't good.
And Ben was right when Gwen commanded. "Now take my clothes off for me."
"What!? No way am I doing that!" Ben protested, thinking this was insane. How could Gwen even suggest such a thing since he had already seen her penis. But his refusal made Gwen frown.
"Just do it or I'll tell Grandpa that you peeped at me in the bathroom. You really want to go down that route?" She threatened again, which made Ben mad, but he had no choice.
He then proceeded to take off Gwen's clothes, starting off with her shirt as she raised her arms over head, while Ben took it off and revealed her a-cup sized breasts, where Ben suddenly blushed at the sight, which made Gwen smile at his antics.
"Come on Ben, stop staring at my chest and start pulling my pants down." Gwen then ordered, which made Ben groan, annoyed to be bossed around, but did as he was commanded as he knelt to the floor and began to unbutton her pants, which he then slowly removed, leaving Gwen's lower body exposed, all that was left was her panties, which he could see a huge bulge in them, which made Ben drool, making the redhead smirk and spread her legs to give Ben a better view of her bulge that made him blush further.
This made Gwen giggle and say with a continued smirk. "I take it you like what you see."
Ben furiously shook his head, he did not want to agree with what Gwen, but his body said different. Reluctantly, Ben grabbed ahold both sides of her panties, before he slowly pulled them off of her legs and tossed them to the side, leaving Gwen full naked with her glory hanging between her legs, finding the sight of Gwen's dick made him hard as well.
With a wicked smile on her face, Gwen stood up and pulled Ben into a sudden and deep kiss. Ben's eyes widened from shock as Gwen's tongue forced its way into his mouth, while he found himself unable to control himself as he started to move his tongue with hers', where the duo continued to make out for a full minute as Ben reached down for Gwen's balls and started to massage them which caused Gwen to let out a deep moan, before they pulled away from their kiss, both gasping for breath.
"What... huff... was... huff... that for...?" Ben questioned, hating to admit it, but it felt good and he can feel his lower half was getting excited, while he continued to massage Gwen's balls .
All Gwen could do was smile at him, before speaking in a seducing voice. "Well since you were being so nice to me, I've decided to be nice to you back." Gwen replied, which caught Ben's attention, before Gwen winked at him, causing Ben to blush again. "Right now you're still massaging my balls which means you're enjoying this, which is really good by the way, so keep going." Gwen moaned.
Ben smiled and obliged as he continued to massage Gwen's balls this time it was him who kissed Gwen, the redhead's eyes widening for a second, before she closed them as the pair continued to make out for several minutes until both pulled away, leaving a thin line of connecting saliva from their mouths.
"OK, Ben. Let's get rid of some of those clothes of yours'." Gwen then said as she began to take off Ben's clothes, starting with his shirt, then the pants and underwear, leaving Ben as naked as her, where Gwen gazed upon Ben's cock and smiled as she grabbed his shoulders and forced him to the floor, making it so he was eye level with her cock. "Come on Ben, it's not going to bite you, but you better not bite it or I will hurt you." Ben nodded as he slowly began to lick the underside of her shaft causing her to moan loudly Gwen couldn't explain it this feeling it was so unlike anything she ever felt as her pre-cum started came from the tip Ben continue to lick up Gwen's penis till he came to the tip he looked at Gwen who gave him a nod of approval to keep going Ben suddenly engulfed Gwen's dick causing her to let out a loud moan
Gwen's mouth can open with their tongue sticking out "Oh yes Ben, keep going it feels so good." She moaned as she suddenly grabbed Ben's head started thrusting her hips forcing her cock down his throat making Ben gag as he try to take it out Gwen proved to be stronger as she held him in place as she continued to to fuck his throat till she felt some wall up inside as her balls began to tighten one last powerful thrust she came straight down Ben's throat making him gag on her cum as she took her dick out of his mouth she knows his Ben was about to spit out what she left in it she quickly covered Ben's mouth with as he tried to spit it out her cum.
Gwen gave Ben a lustful smile. "Oh no no no Ben, I'm not letting go until you swallow it." Ben forced himself to swallow Gwen's Essence it tasted both sour and sweet to him it made his dick grow bigger which made Gwen subconsciously licked your lips it was her turn now in a swift motion she grabbed him and threw him on the bed.
She looked at him with a great amount of lust in her eyes Ben notice this as he spread his legs he was prepared for her to start sucking him seizing the opportunity Gwen quickly engulfed Ben's shaft causing him to groan as the redhead strong sucked it well as she did it she decided to play with his balls as she starts massage his balls making Ben moan louder as she continued to suck and massage Ben's shaft she was happily joined the taste of it it was bitter and salty like sea water a strange taste but it was delicious to her Ben was starting to feel something welling up inside him as if he was about to explode. "Gwen I'm about to do what you did white stuff is about to come out." Gwen stopped for a minute and took her mouth off his dick "that white stuff is called semen Ben it's what boys make and it also helps girls get pregnant." she finished explaining and went back to what she was doing she licked the tip and then engulfed it again this time she sped up and sucked even harder this caused been to thrust his hips up and down as he kept thrusting he felt it getting closer till loud yell he came in Gwen's mouth she closed her eyes and happily took it she made sure she got all of it with her mouth full of cum as she receded from Ben's shaft and took a big gulp she breathed a few times to catch her breath she looked at bed with a big smile on her face Ben did the same way as they both leaned in close to each other a big kiss as they Savor the taste of each other they just couldn't get enough. Ben sat up and placed Gwen on his lap, their cocks touching with a big smile as Gwen grabbed both sides of Ben's face as she stared into his eyes show not only lust but love and devotion when saw this as he hugged her close to his body as she did the same thing putting her arms around his neck then putting her legs around his waist forcing their cocks to touch each other which they both moaned and giggled.
Ben looked at her with a big smile. "You know Gwen I'm happy we were able to share this and I'm even more happy that you're a boy."
This time it was Gwen's turn the smile. "Gee thanks Ben I'm glad you accept me as a boy." She suddenly felt Ben's cock harden, which caused her to yelp as it turns out they were both eager to continue. "OK Ben ladies first I want you to get on all fours and turn away from me." Ben smiled and did as he was told he got on all fours like a dog and turned away from Gwen suddenly he jerked his head up as he felt Gwen's finger enter his asshole. "Gwen what are you doing that kind of hurts." this made Gwen giggle "of course it's going to hurt Benji it's your first time using your asshole but this is just my finger but imagine if by cock was in there but don't worry I'm about to do that right now." as she said she lined up her cock along with Ben's ass she quickly told him to cover his mouth as she slowly forced her way into Ben's ass cause him to moan loudly. It was so warm inside him Gwen immediately started to thrust her hips hard causing ben to groan loudly as he tried to get her to slow down she refused to listen and continue to plow her way into him as just went on the pain subside and Ben found it pleasurable to be fucked from behind when Gwen started the thrust even harder "Oh… Ben I'm getting close prepare yourself cuz I'm going to impregnate you." Gwen continued thrust as her balls tighten and with a loud scream both preteens cummed as hard as they could Gwen's cum went up Ben's ass while his cum went all over the sheets and blanket as the two kids breathed heavily the redhead removed her cock as Ben fell to the bed.
As Gwen catch her breath she smiled "OK Ben it's your turn and make it fast I think Grandpa's going to be back soon." the brunette boy got up and smiled this was is as Gwen got up turned and lustfully spanked her ass before spreading it giving Gwen a good view of her as hole Ben swallowed nervously before walking to and firmly grabbed both her hips and thrust into her with great force the redhead jerked up in Surprise drool came from side of her mouth has been continued to thrust into her when extreme speed. "Ben try being a little more delicate with me." Gwen said as Ben obliged has he suddenly slow down causing the redhead to feel pleasure.
"Ben! oh Ben, it feels so good! Don't stop! It feels so amazing, having it deep inside me!" The brunette said as they felt his balls tightening without warning he came inside of Gwen's ass, causing her to scream to the heavens as Ben pulled out of her.
They were both breathing heavy they were covered with sweat and both had satisfied looks on their faces. Ben sat down leaning his back against the bunk beds.
Gwen followed his lead and sat in his lap with her head on his shoulders as she cuddled to him as he ran his hand through her hair "Oh Ben That was great I never felt anything like it before." Gwen said as she continued the cuddle close to him.
"Yeah you're telling me. Who knew sex felt so good. I don't feel like I ever want to stop feeling good with you Gwen. This made Gwen smile she felt the same way all of a sudden she remembered something there grandfather if he walked in and saw them naked together and if he ever saw what happened they would be grounded plus Grandpa didn't know that she had a penis, which means she would have to explain to him what was going on that was something she couldn't afford neither could Ben. So she got up and reach for her spell book, which was on the nearby shelf, which confused Ben.
"Um, Gwen, what are you doing?" Ben asked out of curiosity he was never one for Magic but ever since Gwen got that book she's been study spells hoping to become a master magician he was wondering what kind of spells could she be looking for maybe a cleaning spell that can help them clean off quickly
"Ben I think I found a way for us to be together and Grandpa won't mind us having sex with each other." the redhead explained as she showed him a spell she's been working on which turns out to be a hypnosis spell. "With this spell I can rewrite Grandpa's thoughts and have him think that our relationship is all right and he won't mind us being naked all the time in the rust bucket. Not to mention I could use this on other people as well you know like girls. Imagine Ben, the rust bucket full of girls that you and me can fuck and impregnate." Ben was flabbergasted by what Gwen said here. She was usually the responsible one about not abusing powers, but a wicked smile crept onto the thought of him and Gwen fucking girls, and the redhead using her magic to hypnotize them.
Ben leaned in and gave her a wet sloppy kiss showing her that he was okay with this idea. "So what should we do now should we get dressed and wait for Grandpa." he asked.
Gwen shook her head. "I think it will be more kinkier if he saw us naked before I cast the spell on him." As if on Cue there was a knock at the door as their grandpa called out to them.
"Ben Gwen I'm back with the firewood we can start making the fire…" Max's eyes widened at the sight he was seeing both his his granddaughter and Grandson naked but the most shocking was that his granddaughter had a penis of all things. adopting a angry he started to yell. "Ben and Gwen what have you two been doing and Gwen why do you have a penis!" however Ben and Gwen giggled in response which irritated him right before Gwen stepped up."okay Grandpa I'll explain." she innocently said however Max wasn't buying it as he tapped his foot showing that he was patiently waiting for her explanation however Gwen gave him a mischievous smile before whispering. "grand hypnosis." her eyes began to glow Max was unable to look away from her gaze. As Max's body began to relax his eyes whited out as he blankly stared forward, Gwen smiled at her handy work but she had to make sure he was completely under her control "okay Grandpa I want you to stand on one foot." Max did exactly what Gwen said as he stood on his left foot this made Gwen smile more Grandpa was under her complete control and now was the time to start rewriting his memory. "Alright grandpa first off you will not think me having a cock is weird to you it's normal for me to have one and you won't tell anyone not even mine or Ben parents that you know and it's normal for me and Ben to naked all the time in the rust bucket which we will be almost all the time."max gave her a firm nod as Gwen continued "Next you realize that Ben and me are a couple so you won't be bothered by us kissing cuddling sharing a bed having sex or bring girls into are soon to be harem And you will do not call us master or mistress just stick with Ben and Gwen as you always have." max gave her another firm nod. "okay Grandpa once I snap my fingers you will act as you normally do but you will remember all the stuff I said to you."Ben hoped Gwen's spell would work cuz if it didn't they would be grounded for a lifetime as she snapped her fingers Max shook his head this made them nervous what if Gwen's commands Didn't work all I can do is wait.
however their fears were laid to rest as they're grandpa smiled at them."I see you two have been going at it again I know you two are in love try not to stink up the rust bucket." they both let out a breath they didn't know they were holding but this made them smile now that their grandpa was hypnotized to be okay with their relationship they were free to have sex with each other and not to mention bringing the other girls into the relationship. " however I would like for you two to get cleaned up and dressed so you can join me" They both gave him a quick nod as you went outside leaving them. they gave each other a high-five they couldn't believe it actually worked Grandpa was okay with their relationship. "Okay Ben now that's over we should get cleaned up and dressed we're going to need save all of our energy for what's next." Gwen said as she started to put her clothes back on. "Gwen what do you mean for what's next?" as He finished putting his clothes on. the redhead started to giggle. "I mean the Harem plan Ben remember we're going to bring in girls of our age or maybe a year or two older us into the harem ." this made Ben smile like the idea of cute girls they could have sex with they could put under control before leaving they gave each other a passionate kiss before exiting the rust bucket To join their grandpa to both of then they're had summer just got interesting.
This is my first m rated fic so i'm not that good yet hope you liked this till next chapter see ya.