Ok, hey guys. What's up? I know it's been a while, but I decided, what the hell? I'm gunna write another Ben 10 fanfic, to try and get me back in the writing mode for my book. In case you don't know me, I'm the writer of Ben 10: New Experience, and Ben 10: A Day at the Spa. So for all you Bwen pervs out there, enjoy.

*Boom!* An explosion takes place just outside the Rustbucket, making it shake from shock. It shakes again, this time from a blue laser crashing near it. The source of the beam came from the giant blue insect that was flying around the top of the Rustbucket, aka Ben. The first explosion was from the form Ben was in the sky trying to fight. A moth. A giant neon orange moth that spit acid and breathed fire.

"Your gunna have to pull it over Grandpa." Ben said from a walkie talkie he had with him. He had been trying to get the moth to leave the RV alone, but it stayed after it for over a half hour. It was drawn like a moth to a flame.

"Roger that." said Max with a sigh. "I really didn't want to have to do this." He pulled off the side of the road into a small motel's parking lot and threw it into park. Running to the back, "Gwen, help me with the boxes." said Max as he started emptying everything in the RV into the motel. The way it was looking, the Rustbucket might not make it.

As soon as the RV stopped, the moth dived straight at it. Ben flew up behind it and grabbed it's wing in attempt to stop it, an attempt that failed. He had no choice now, before he had just been trying to get the moth away, since he was uncertain of it's intelligence. But now it was either kill it or let it destroy the Rustbucket.

With that he let out the icy mist from Big Chill's mouth and froze a chunk of the wing and snapped it off. But the moth hardly seemed to notice. It flew at the Rustbucket just as Gwen and Grandpa ran from it with boxes in hand into a room on the end. The moth got to the RV at started chewing on a corner of it.

Ben caught up to it and immediately shot lasers from his eyes, taking off both the moths wings. But this only served too piss off the moth as it sent out a ball flames, completely dissolving the top of the RV. The moth than turned to Ben and shot a stream of acid at him, which singed one of his wings. The moth then turned back to the RV and shot some acid inside it, melting holes in the floor.

Ben flew up next to the moth and froze its entire body, save its head. He than shoved the body off the RV and watched it shatter.

"We're saved." said Gwen with a sigh.

"But the Rustbucket is fucked." said Max as Ben dropped down besides him and turned back to his normal form. A thirteen year old boy with a black-striped white t-shirt and a pair of khaki shorts.

"I'm sorry grandpa, I tried to keep it away, but I was afraid to kill it."

"That's ok," said Max in response "all things have a right to live. You only kill if you have to." Saying that, he walked into the small motel room that was now full of different boxes of stuff. "At least we got everything out of it." max said as he picked up some of the equipment from the Rustbucket.

He than carried it to the RV. Ben and Gwen followed suit taking equipment back to the RV. After both their trips grandpa Max stopped them and said "I'm going to take the Rustbucket in to a cleaners location to get fixed. You two are going too have to stay here with the stuff." He than walked back to the room and brought the last of the RV's equipment out. He than climbed into the drivers seat and turned the Rustbucket on, remarkably it worked. "I don't trust driving this thing with you two in it. So I'm going to take it in and do some work on it while you two stay here. I'll be back by ten. I'll probably have a different car until the Rustbucket is fixed, but we'll figure out what we're going to do when I get back. Gwen you have my number, call me if you need me. Just stay around the room, and try to find something to do." With that Max put the RV in reverse and packed out of his spot and started driving away.

Ben walked back into the room and laid down on one of the bed's with a loud sigh. "Well this blows. What the heck are we supposed to do here?" he asked as he threw his legs up on some boxes of their personal belongings.

Gwen walked up and threw Ben's legs off her box of stuff, knocking over the box in the process. "I don't know, there's not really anything around." said Gwen as she lifted her box and set it somewhere else. "Find a phone book, let's see if we can find anything around here."

"Ehh." was Ben's response as he tossed his feet back on the box that was under Gwen's box.

"Ben will you quit putting your feet up on my boxes!" yelled Gwen as she walked over and shoved Ben's legs off again.

"It's not your box." said Ben as he spat out his tongue.

"Yes it is-" said Gwen as she looked down at it. "Oh I guess it's not, it has Grandpa's name on it. But either way you shouldn't put your feet on boxes."

Ben just looked at her stupidly, obviously not listening to her. "Gwen, do you know what this is?"

"No." was Gwen's simple response.

"This was the box that grandpa said we were never allowed to look in. The one we spent all last summer trying to find but couldn't."

"No way!" yelled Gwen in shock that she hadn't noticed. "Sh-should we open it?" she asked Ben in almost a whisper. But he was already ahead of her, pulling the tape from the box. He than ripped up the flaps and looked in. Inside was just a bunch of unlabeled disks in cases.

"Why would Grandpa Max hide this?" asked Ben, thoroughly confused. "Ohhh, maybe they're secret plumber training movies." said Ben with excitement.

"You're such a doofus." said Gwen in response. She than picked up a random case and put the disk in the room's TV's DVD-player. "Let's just find out."

The video started with a shot of a little blond girl, on the couch reading a book. Then her "mom" showed up and they started to talk.

"What is this?" asked Ben. "If it's a movie it's a crappy one." Than the mom started rubbing the daughters shoulders, but the mother than put her hands down the daughters shirt and pulled it off to expose the daughters bare breasts. Ben turned bright red and immediately got a boner as the mother and daughter on the screen started making out and getting naked. "Is this porn?" asked Ben in a squeak of a voice as he turned to look at Gwen.

She was already blushing deep red and was breathing heavily. He looked down at her body and saw her hands were on her body, one rubbing on her crotch, the other on one on her breast. "Uhm, Gwen?" asked Ben as he watched her. She suddenly blinked awake and realized what she was doing. As she did her eyes traveled over to Ben, who had his small erection in his pants.

Neither could keep their eyes on each other though, they were both into the movie. Ben unzipped his pants and pulled them down with his boxers. He than put his boner in his hand and started jacking off.

Gwen couldn't stop herself as her hands went back on her body, and she pulled off her light blue shirt, revealing a white training bra underneath, which she hastily pulled off too, exposing her underdeveloped b-cup breasts, with perfect light tan nipples in the middle of them. One of her hands immediately went to the nipple and played with it. She used her other hand to unbutton her white caprice and pulled them down a little, revealing her pink panties, which she attempted to pull off with the pants. "Ben can u help me?" she asked as she struggled to pull down her pants. Ben used the hand he didn't have on his cock and put a finger into Gwen's bare hairless pussy. "Ahhhhh." she let out so loud the moan was almost a scream of please. "I meant help me pull off my pants, not that."

"Oh sorry" was Ben's only response as he pulled her pants off for her and she sat back down on the couch and spread her legs wide and started fingering her soaked pussy.

Just than in the movie the mom pulls out a double ended dildo and starts using it, than has the daughter climb on top of her to get on the other end and ride her.

"Ben.." Gwen said between moans. "I…I wanna do that too." she says as she stood up and lowered herself onto Ben's erect cock. Than she did like the little girl did in the movie and started riding up and down on Ben's cock hard. Ben starts squirming and moaning as Gwen rides him. He puts his hands on her breasts and plays with them as Gwen starts yelling in pleasure and riding him harder.

"Ohhh Ben." Gwen moans out. "Ohhh Ben!"

"I'm cumming!" yells Ben as he fills his cousins virgin pussy with cum. The feeling is enough to send Gwen over the edge and she screams Ben's name as she orgasms.

In the movie the mom than takes the girl and makes her get on her hands and knees. Ben has Gwen do the same. Than the mom uses the dildo in the girls as and fucks her with it. Ben does like the mom and plunges his dick in Gwen's ass. He starts slamming it in and out roughly making Gwen scream from a slurry of pain and pleasure.

"OH Ben harder!" says Gwen as she starts fingering her cum-filled pussy. Ben does as she says and grabs her waist and starts slamming her back as he thrusts forward as hard as he can, making Gwen moan and scream like crazy.

"Oh Gwen, I'm gunna cum again." says Ben as he fucks her as hard as he can one last time, and explodes into her ass. The filling sensation is again enough for Gwen and she orgasms, squirting out the contents of her pussy, mixed with her own cum.

They both begin breathing heavily as they sit down and try to recover.

"What now?" asks Ben shakily.

"You take a shower first while I pack up grandpa's stuff and sneak a few dvds from him." said Gwen with a wink, implying this wouldn't be the last time that this happens. Ben listens and gets in the shower.

Well, it's been a while since I've wrote one of these. What do u think?