Ben 10: a feminine change
chapter 13
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Ben tried pushing Kevin's arm off him, but the grip was tight, he couldn't see down below the ever going whiteness of the void, and he felt like slapping his friend across the face for kidnapping him. Not exactly manly, but right now he was just thinking of a way to get free. "Kevin, where are you taking me?"
"Away from this place, somewhere a bit more...private."
'Private? Oh god, what is he going to do to me?' Ben thought as he gulped, his naked skin shivering. "H.. hey Kevin! No need to do anything crazy! I'm sorry about the car!"
"You think this is about the car? Oh no Tennyson, this is much MUCH more than that." The mutated Kevin laughed, landing finally after who knows how long on what looked like a small asteroid with several others nearby, but they were still in the void with him letting Ben go on it.
Ben did his best to try and wiggle out of Kevin's grip, an act that was useless and looked rather cute.
"You can try and squirm Tennyson, but that's just gonna get me more excited." Kevin mocked .
"I... What?" Ben blinked, shocked at Kevin's wording before seeing Kevin lick his lips and found himself rolled on his back before the large mutant inhaled and let out a breath, sending a cold air near his feet making him shiver and saw them slowly get frozen to the piece of earth. "W... what?" Ben muttered and shivered, not shocked Kevin COULD do that but he DID.
"I'm gonna do something I did to your younger self that I've had to hold back for far too young you little slut." Kevin smirked at him. "You gave me a fucking amazing blowjob an hour ago, now let's see what years of practise has done for you 'Jen'."
Ben turned red, finally feeling a nostalgia feel hit him while seeing Kevin move over near him while seeing a huge bulge in his torn pants.
The mutant reached down and tore his pants away like they were made from wet toilet paper, his hard cock throbbing making Ben turn red seeing the huge dick which looked like a mismatch of various colors along with a few bumps near the tip, showing just how different they were in size. "Come on you sissy whore, get to work." he ordered moving it right to his face making Ben gulp since it looked way bigger than Aggregor's and like it wouldn't be able to fit.
But at the same time that thrill of such a big man meat made him hard and hungry.
Kevin reached down and yanked Ben to sit up with his legs not moving and moved his girth right in front of his face. "You know what to do, so don't make me wait, or else."
Ben did not even want to resist as he wrapped both perfectly manicured hands around the length, giving him a double hand job, as he peppered the large head with loving licks and kisses. 'This thing looks like it could tear me apart if he went wild, fuck does that sound hot.' Ben thought, cumming as he licked the cock with Kevin laughing seeing the sperm land on the rock.
"You barely even touched it and you're already blowing your load? What a slut." he mocked.
Ben moaned at the insult, closing his eyes as he took the head into his mouth and sucked making Kevin smirk while he could feel his body heating up and his ass twitch with eager. He went deeper and deeper, his tongue swirling tantalising as he hungrily sucked the meat with his own dick rigid hard again and his mind clouding over with lust. He reached his arms out, taking a firm hold of Kevin's thighs, and started to fuck his own face while relaxing his throat as he let the dick stuff his mouth with the tip pushing into his throat making Kevin let out a groan at the sudden move.
"Oh fuck you whore... You're really hungry, aren't you?"
"Mmmm!"
Kevin held Ben's head, helping his friend fuck his own face, before he grunted and came right down the throat making Ben moan at the sudden taste again with enjoyment.
Ben sucked, lower gulping noises filling the air again and again as he drank down the delicious treat with the large mutant chuckling.
"You're guzzling it all down like a straw. Maybe I should save it up for a month, you'd be filled like a balloon." he laughed.
Ben whimpered and shook his head as he continued to swallow, he couldn't wait that long!
"But right now I'm too damn horny to wait!" Kevin growled softly, shooting some Stinkfly goo to melt the ice, reaching down and picking Ben up by his thighs while spreading his legs wide open and rubbed his dick against his to really show the difference in size. "See? You are tiny, little sissy boy." Kevin teased. "That might as well be a clit."
"It's huge, it looks as big as an arm." Ben gulped, drooling a bit as Kevin moved it down with the tip rubbing against his ass making him shudder with eager.
"Come on whore, beg." The mutant ordered hungrily. "You've teased me for years. Now I want you to beg for my dick."
"C-Come on Kevin, stuff my asshole with that big dick." Ben begged with his best seductive look
"Come on, you can do better than that."
Ben frowned, his mind blank as he tried to wiggle his hips so the large member slid inside.
Kevin grinned seeing him wiggle before lining the tip up and started pushing forward making Ben gasp since the tip was stretching his anus open wider than Aggregor. "Hmm... Still so tight... you crossdressing slut." Kevin moaned in pleasure as he kept pushing in, though the size difference made it difficult.
Ben flinched and moaned, wondering if he could fit all that inside him while clawing at the rock under him until Kevin stopped with just a fourth of his cock inside.
"Darn, you're too small." Kevin hissed with annoyance before pulling back with the tip in and pushed it in harder which hit Ben's prostate making him cry out while spurting his seed out into the air and on to his stomach.
"So good~!" Ben screamed, his eyes rolling up before feeling Kevin pull back and start hammering into the ass as fast as possible making the hero spasm and cum right away again. Ben gasped and moaned, his mind blank in less than a second.
All he felt was pleasure, his body shaking as ecstasy shot through every nerve endings and every inch of his body. It was like he was floating in a sea of lust, a never ending orgasm.
"Fuck! You're like one of those sex toys I use to use before I got with Gwen!"
"Y... Use me like one~" Ben mumbled in lust, his tongue hanging out.
"Come on! Tighten your ass up harder!" Kevin ordered and laughed, using Ben like a flashlight as he fucked him.
"I-I'm trying." mumbled Ben, too lost in lust to speak up with each push pushing his mind farther and farther into lust. And he hasn't stopped cumming the entire time
"Well I'm gonna give you something! Here's your first creampie from me!" He came hard, Ben feeling like he was going to burst as he was pumped full of cum
"OH GOD YESSS!"
Kevin groaned, holding him tight with his dick inside as the sperm gushed right into him with Ben's stomach slowly getting filled.
Ben smiled up in bliss, like this was what he always wanted and didn't notice his own cum spurting out and hitting his chin with his ass feeling like it was on fire.
Kevin groaned happily as he slowly removed himself from Ben's now twitching asshole. "Now that's a real ass."
"Best... Dick ever." Ben mumbled happily.
"Well I'm not done yet. Now I'm gonna wreck one of your slutty aliens next."
"Which... One?" Ben asked, biting his lip eagerly.
"Surprise me, something you haven't used before." Kevin ordered, patting Ben's ass before dropping him.
Ben started to dial in an alien while trying to find one that would work. "Used her. And her. And her. And her. She wouldn't work." he muttered before stopping at one. "She'll do." He smiled softly, pressing down on his famous watch and was enveloped by the familiar blazing green light.
Kevin himself grinned while secretly hoping it was an alien with huge knockers.
The light died down revealing a tall alien woman of around 5 foot ten inches, maybe a bit more, with grey skin. She had a pair of big-us D cup breasts and an average ass, a toned stomach with slender sexy legs. She had a long white dress gown that was cut at the bottom that exposed her ass a little, but with an opening at the top showing cleavage. She had several scars around her arms and face to show she looked like she was patched together. Coming from her back were two conductor coils with two grey bolts attached to her neck. The symbol for the watch was right in the middle of her chest and she had black lipstick with a black and white hairdo style that looked like the bride of Frankenstein.
"Vell. How do I look?" she asked with a heavy European accent.
"Damn, now that's someone new." Kevin grinned, licking his lips. "Now bend over."
"Don't mind if I do handsome." Ben smirked through his new form, getting on all fours and shaking her ass softly.
Kevin moved over and got on his own knees before yanking her over against his dick rubbing against her pussy and didn't hesitate before shoving it inside and grabbing at her chest. He moved fast and roughly, his cock spreading her wide as he pawed her breasts roughly
"Ah! Ah! Ah! Ah! AH!"
"What... Do you call this form, slut?" Kevin mocked.
"Ah! Ah! I-I call it Frankenstrike!"
"Frankenstrike?" Kevin sneered, slapping her ass. "Sounds more like Frankenslut with how your cunt feels. Look at you, you look ready to spread your legs at some halloween party to let every guy there go to town on you."
"If... Zats vat you vat me to do!" Frankenstrike moaned, her eyes rolling up in ecstasy as her European accented voice slurred a bit in ecstasy. "Then I'll gladly do it!"
"Oh you are a perfect slut!" Kevin moaned, his eyes rolling up a bit as he ticked her harder making her could seen to spark with each thrust. "You wouldn't even care if I got you knocked up!"
"No! I wouldn't!" she assured with her tongue hanging out and her breasts bouncing. "I wouldn't if you tried vith all your might!"
"FUCK!" Kevin roared as he began to fill her womb with his seed making her scream with wide eyes as the coils gained more energy.
From where?
From Kevin who didn't noticed and pushed his dicknin so deep he was spurting cum right in to her womb. Slowly he was shrinking, turning into a more human form. Although his cock stayed the same size He groaned while panting as the sperm began to slow down.
"Are you done?" she asked before hearing him groan and slump against her, tired. She blinked, looking over her shoulder at him with a frown. "Hey, are you already spent?"
"Yes." he admitted.
"Zen lay down and let me ride you." she ordered.
"Alright, give me a minute."
*time skip*
It was hours later, Ben and Kevin in their human forms hugging each other with Ben glowing and Kevin looking exhausted. But both had clearly greatly enjoyed what they had done
"Man, I'm bushed." Kevin got out with his groin feeling sore.
"You fucked me. So. Good." Ben panted and smiled, hugging him closer while rubbing against his chest like a cat making Kevin smirk.
"Well I do know what I'm doing."
"That you do." Ben purred softly. "You made me your whore... And I loved it. I prefer it like that."
"For real?" he looked at the teen who still looked eager and aroused, even if they weren't hard. "But what about Gwen?"
"She fucks me to." Ben smiled. "But I meant being a bitch. A girl."
"Well you look the part."
"Yes. But I decided I ALWAYS want to be like that." he winked. "That's why I'm a sissy through and through."
"No way." Kevin blinked slightly before they heard something and turned to see it was the ship stopping near them before the hatch opened up to show Gwen coming out in a mana bubble.
"There you are!" she sighed happily before spotting Kevin and smiled. "Thank god you're back to normal, I was worried you would still be out of your mind and be fucking Ben into a coma."
"Please. You sissy cousin is too much for me alone." Kevin praised and teased at the same time.
Ben chuckled before Gwen covered them in mana and carried them back to the ship before the hatch closed.
"So you're not hurt, right? No injuries?" asked Gwen looking Ben over in worry.
"No." Ben shook his head. "But when I get home I'm getting a makeover."
"Well I'm sure Hope would love that. I can only imagine what she'd have you try on first."
"Neither can I." Ben smiled eagerly, smiling out at the stars with his ass still twitching while Kevin stood up with a groan.
"Uh, Gwen? Sorry, about going nuts and stealing your boy toy like that."
"Don't worry, I think it was the final step needed to make him happy." Gwen smiled and kissed him. "Besides, now we can have some real fun."
"Wait...so you're not gonna try and get back? I mean, I fucked your cousin. Who's apparently gotten with you and Charmcaster. Isn't this that big part in sitcoms where everything turns real awkward?" Kevin asked in disbelief.
"But we aren't in a sitcom. This is where it gets hot, Kevin dear." Gwen chuckled while patting his back. "Think of it like a big open relationship. Hope is still technically Ben's real girlfriend, but we all still have fun together if we have the chance. I'm sure she wouldn't mind letting you join if she gets a chance to see you pound Ben's sissy ass."
"Who knows? She might even such your dick first to get it all wet." Ben giggled exactly like a girl with Kevin getting that image in his head and smirked.
"Sounds pretty good to me."
"Good boy." Gwen smirked, patting his cock playfully with Ben pouting.
"What about me?"
"I think you've had enough sex for now, you little whore." Gwen giggled, patting Ben's cheek and putting a hair clip in his hair to make him look slightly girlier before she kissed the sissy hero who kissed back eagerly with Kevin watching.
'Man, I hope I can keep it together when we get home. I might not be able to hold it in if he looks anymore of a slut.'