Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Mid-Term Stress Relief

Gwendolyn stared at the blank word document on her computer.

She had been staring at it all week.

The document was entitled "A Comprehensive Analysis of First Contact and Its Lasting Effects on Earthling-Extraterrestrial Relations Today". Thus far, the only thing even remotely 'comprehensive' about it was her student ID info in the header.

She had her research, her notes, all the points she intended to make listed in a neat bulleted format, and her outline for the essay itself. Everything laid out and arranged around her and her laptop in a halo of books and papers on her bed.

But when she pulled her lap top onto her lap and opened the document, the words just wouldn't come. She was having one of the worst cases of writers block ever.

Maybe she was too wound up.

She needed to relax.

Luckily, her boyfriend lived just off campus and Kevin never failed to help her relax. No matter how tightly wound she was.

…

It was maybe one in the morning when Kevin heard a knock on his door. He was guessing at the time. He didn't look at the time as he rolled out of bed with an irritated groan. Kevin swore, if it was Tennyson again with another earth-shattering monster fight, he was going to cut him!

His studio apartment was small. All one room and tiny. It was barely six steps from the bed to the door.

Just before opening it, Kevin absorbed enough of the brass handle to morph his hand into a weapon. Just in case it was one of his enemies come to attack him in the middle of the night for revenge. (Although, mid-night vengeance attackers rarely knocked.)

It was not Tennyson. Neither was it one of his enemies.

It was someone much more pleasant and much more welcome. "Gwendolyn?"

He dropped the brass covering his hand.

Kevin blinked at her. Cat-eye style glasses and barrettes holding her hair out of her face. Wearing a long coat that covered her up from the neck all the way down to her knees, and red patent pump heels.

"I thought term papers were due."

"They are." She nodded, moving into the apartment.

Her body slid against his as she entered, and Kevin was made acutely aware that he was bare-chested and commando under his pajama pants. She could see everything that was going on under there, flannel Sumo-Slammer pants be damned.

"I'm so stressed about this stupid paper I can't concentrate." Gwendolyn explained, her hands slowly unbuttoning the coat. "I was hoping you could help me relax a bit."

The coat slipped from her shoulders, sliding off her body slowly to pool at the floor.

Under it she was wearing nothing at all. Just her glasses, those red heels, and a smile.

"Oh." Suddenly Kevin was wishing he hadn't worn anything to bed at all. "Do you… want a little foreplay first?"

"No." Gwendolyn announced. She kicked the door shut behind her and put her hands on his chest and pushed him backwards onto his bed. "I wanna fuck."

"Okay." Kevin agreed, equal parts intimidated and aroused. He loved it when she got all rough and demanding with him. Assertive and bold. But she could also be a little scary. Of course, being a little scared also made it more exciting.

She crawled on top of him, straddling his thighs and rubbing the tent of his pants between her legs. "I see you're already interested."

Kevin gripped her ass, matching her motions with his own. Thrusting his pelvis against her exposed wet folds. "I'm always interested in you."

Gwendolyn leaned down to kiss him. An aggressive, wet kiss, and she bit his bottom lip as she pulled away. Apparently, she was feeling a little rough tonight.

"Transform for me." She commanded.

"What?" Kevin paused, staring at her.

Now that he could control his mutant forms it wasn't like he never transformed on command for her before. But it was still new enough that he wasn't used to her asking for it. Hell! He was still getting used to the idea that she liked his mutant forms. His other forms were monstrous, after all.

Then again, Gwen kinda had a thing for monsters…

"Are you sure?" He pressed. He always had to be sure that she was sure, because he was never sure when he transformed.

"Yes." Gwendolyn insisted. One hand slithering under the waistband of his pajama pants to stroke his shaft. "I want your tentacles."

Yeah. Gwen definitely, definitely had a thing for monsters.

"Alright." Kevin nodded, taking a deep breath. "If it'll help you with your term papers."

Kevin closed his eyes, allowing the power that was always just under the surface to rise and bubble out, transforming his body. Jaw changing shape as his teeth became sharper, like razors. His ribs creaked as extra limbs sprouted from his sides. Mismatched arms, each one from a different alien, one with a tentacle coming out of the elbow. But that was not the tentacle Gwendolyn was craving. His spine elongated into four long and thick tentacles, coming out of the small of his back.

Two of the tentacles coiled around her legs, lifting Gwendolyn up enough for the other two to slither between her legs to slide against and tease her sex. One stroking her wet folds while the other sought out her clit.

"Yes…" She sighed. "That's exactly what I want."

She wiggled her hips, forcing the tentacles to move against her the way she wanted. Sliding along her folds with delicious friction. But it did make finding her clit more difficult for Kevin.

With the tentacles already holing her legs, Kevin moved them up a bit to hold her hips. Halting her motion and holder her still enough for him to finally find that delicate bud of nerves that made her moan and squirt.

Kevin stroked her clit with the tip of his tentacle. Smiling at the way her legs twitched and her hips wiggled in his hold, enjoying the things he was doing to her.

She tried to slide down onto his tentacles. Gwendolyn wanted them inside her. But the tentacle's hold her on was so firm all she could do was wiggle above him.

"Baby, stop teasing me…" Gwendolyn wined, juices dripping down her legs.

Kevin leaned forward, long alien tongue slithering out of his mouth to lap up the juices greedily. He loved how wet she got.

He slid his tongue up her leg. Licking every drop of her juices off her skin as he moved his way up to the juncture between her thighs. He slid his tentacle out of the way to lap at the wet folds of her slit where her juices flowed freely. Fresh, and clear, and sweet, and oh so hot!

Above him, Gwendolyn moaned, appreciating every agonizingly wonderful stoke of his long alien tongue. But it wasn't enough. She wanted more! She wanted him inside her. She wanted him to fill her. Stretch her. Stir up her insides and make her forget that she was an overworked and sleep deprived Masters student. Make her mind go blank of everything but all of his tentacles-cocks filling her up!

Then Kevin slid his tongue inside her.

That long alien tongue of his slipping in easily, they were both so wet.

"Hnn…" Gwendolyn moaned. "More…"

He wriggled his tongue inside her a few moments more before withdrawing it again so he could speak.

"You want more, babe?" He teased, voice in his mutant form sounding deeper. More gravely and course. Those tentacles continuing to hold her legs and stroke her outer folds.

"Yes." She huffed, breathing hard. "You know I want more. That's why I told you to transform in the first place."

Kevin shifted his position on the bed, folding his arms behind his head. "Say it."

"I want more." Gwendolyn repeated.

Kevin's tentacles just continued to tease her outsides.

Heaving a frustrated sigh, Gwendolyn rolled her eyes. "I want to get stuffed full of and fucked hard by your monster alien tentacles."

"Your wish is my command." Because of the vocal cords of his mutant form, it came out in a harsher growl than he meant it to.

Slowly, agonizingly slowly, Kevin pushed one of his tentacles between her slick folds. Stretching her open as he forced his girth inside.

Gwendolyn gasped at the thick intrusion, then moaned with pleasure as the friction of Kevin's length sliding against her walls. The texture of the alien skin lighting up every nerve with delicious pleasure, like electricity lancing through her body from the wellspring of heat in her core.

"Yes…" She breathed. Loving every agonizingly slow stroke of his thick long tentacle. "Faster, Kevin, fuck me more!"

"So greedy…" He teased.

Kevin did not move faster. But he did wiggle it inside. Pressing that rough and uneven alien texture harder against her walls. Widening her even more. Stroking the nerves of her insides, making her twitch and wiggle above him. Her fluids leaking out to drip onto his lap.

Gwendolyn moaned loudly. So loud, Kevin looked up to make sure his window was closed so as not to disturb the neighbors.

Continuing to wiggle her hips, Gwendolyn struggled against the other two tentacles holding her hips. "Kevin, let me move on you."

He smirked up at her. Thin, reptilian looking lips stretching to reveal razor sharp teeth. "You wanna move on me, Babe?"

Her response was just a low keening sound. A wine desperate for motion. To be a participant in her pleasure instead of a spectator to it. Kevin's tentacles were great. They were thick, and textured. They hit all the pleasure centers she liked. Were able to curl inside her in ways a human penis never could. And he could reach all the way to her cervix –even penetrate her cervix if requested.

But Kevin took thing too slowly!

Stroking and teasing, pushing her arousal to peaks, making her gush with wetness that he licked up greedily. But denied her the crest of her orgasms.

Gwendolyn wanted him to move faster. Thrust harder. Don't just slide against her insides. Ram them. Pound into her with all of his tentacles. Stuff her full and fill her up like only he could.

"If that's what you really want…" Kevin pushed down the waistband of his pajama's, freeing his stiff and neglected cock. Even in mutant form, the organ remained mostly human. The shape was all human. A long shaft, the foreskin circumcised, veins swollen and throbbing under the skin, with a nub at the head, pre-cum already dripping from the slit of tip. But in his mutant alien form it was much, much larger than any average human's dick could ever be. It was huge!

His tentacles lowered her down onto his lap. Hand holding his cock, Kevin guided it into her already full sex. Sliding between his own tentacle and her soaking walls.

Gwendolyn let out a cry when she felt the larger girth push it's was into her. Shoving the tentacle that was already inside her to one side, stretching her wider. There was a moment of discomfort, but it was quickly overshadowed by the electric pleasure that pulsed through her body. They were both so thick and filling her up so much! It was blissful agony taking them both inside her.

This was it!

This was what she needed.

Two fat fucking cocks filling up her wet pussy. Pushing all other thought from her mind. Making her forget her term paper, her Masters program, everything but the dicks stuffed into her soaking and needy fuck hole.

When all her weight was settled on Kevin's lap, he unraveled the other two tentacles from around her waist and Gwendolyn was free to move.

She didn't waste any time.

Rocking her body on top of him. Her thighs sliding over Kevin's hips as she moved on top of him. Ramming his giant mutant cock inside her. Making both it and the tentacle slide against her nerves as they pressed against her walls. Kevin was the best fuck!

The tentacles that were now free of her hips slithered up her body to coil around her breasts, and squeezed tightly. Her breasts ballooning out from her chest as the tentacles increased their pressure. Her nipples stiff and erect. The tip of one of the tentacles inched in front to tease one hard nipple. The other tentacle sliding across her chest to join the other in teasing that one tight nipple. Pinching it between the two of them. Pinching it hard! Then doing the same to the other one.

Gwendolyn moaned loudly at the rough treatment. Having her tits squeezed and pinched so hard they almost bruised added another delicious layer of painful pleasure to their fucking. It prompted Gwendolyn to move her hips faster. Humping the giant cock and alien tentacle inside her with almost animal need.

"Fuck…" She gasped. "Fucking… fuck!"

Bending her neck down, she tried to lick at the tentacles abusing her breasts. Getting fucked was so good! But it wasn't enough. She needed more! She needed them inside her. She needed to be filled.

Kevin's only response to his was to rub circles around her quickly bruising nipples.

"More…" Gwendolyn begged, the word trailing off oddly as her mouth hung open, silently begging a tentacle to slide in and fuck her face.

"More?" Kevin asked.

He knew what she wanted. But instead of stuffing a tentacle down her throat like she wanted, he pressed into her nipple, making it look almost like her swollen breasts were inverted. Like he was fucking her nipples instead.

"Hn…" She keened, desperate for him to fill her how she wanted to be filled. Rough treatment on her tits was great and she did enjoy it. But what she wanted were cocks. A cock in her mouth, a cock in her ass, two in her pussy. She wanted to be filled goddamn it! And he wasn't filling her!

"Or did you mean more of this?" Kevin thrust his dick up into her. Mismatched alien hands grabbing her hips. He slammed her down on his cock, hard, as he rammed up into her. His massive cock and the tentacle stretching her wider. Making loud wet, squelching sounds as they slid together. Her fluids squirting. Splashing on the bed as he hammered up into her.

Fuck! That was good! That was how Gwendolyn liked it.

She panted loudly, moaning her pleasure. Mind going blank for half a second as his tentacle hit against the entrance to her cervix. White hot pleasure momentarily blinding her. Gwendolyn saw stars behind her eyes. Every muscle in her body tightening like a spring, coiling tighter and tighter with every hard ram of his tentacle against the very depths of her core. Pushing her to edge of a crest.

Then over it.

Gwendolyn almost screamed when her orgasm shook her.

The only think that kept her quiet was Kevin finally inserting one of his tentacles in her mouth like she wanted. Sliding into her open mouth as her moans rose into the scream of her orgasm, and resting on her tongue.

Feeling something hard and thick finally penetrate her mouth, Gwendolyn closed her lips around it. Sucking it into her mouth more. Running her tongue over its uneven alien texture. Slathering it with her spit, and moaning at the feel of it filling her mouth.

Yes… this was it. This was what she wanted.

Cocks.

In his mutant form, Kevin had so many cocks, and Gwendolyn wanted all of them.

The sound of her sucking on the tentacle was almost as loud as the wet smacking of their bodies slotted together.

Taking a breath, Gwendolyn closed her eyes and slid her mouth farther down on the tentacle. Taking it down her throat, suppressing her gag reflex and swallowing. Then lifted her head again, sliding the long slithering limb out of her throat and mouth. Wet saliva dripped off of it onto her breast.

She stroked the slimy tentacle, spreading her saliva over it more evenly. "You know what I want next."

"I know." Kevin sighed.

He moved the tentacle down. Curling it around her back to prod at her ass.

She lifted up off his cock and arched her back, trying to give him a better angle to enter her from. Kevin pressed in slowly. Gwendolyn was very experienced with anal and double penetration, but she'd also been so busy with school recently that they hadn't really had the time to indulge in their more extreme kinks.

He pressed in a little bit, then pulled back out when he felt more resistance. Her spit from sucking the tentacle down her throat was not enough to be able to insert the tentacle fully.

Using his fourth tentacle, Kevin smeared some of the juices from between her legs to her ass. Circling it around the rim, making sure the entrance was just as slick as her pussy was.

This time, when he pressed the tentacle into her ass, it slid in gently with little resistance.

"Yes…" Gwendolyn moaned, wiggling her ass in a way that moved the cock and the tentacle already inside her. She could feel them all pressing against her insides. The tentacle in her ass and the tentacle and cock in her pussy. She was so full! Full of cock! Just like she wanted.

And when Kevin inserted his last free tentacle into her mouth to replace the one that was now fucking her ass, she almost came immediately.

Something hard and fat in every hole. It was exactly what she wanted. It was exactly what she needed. To be absolutely filled. Stretched and stuffed. Thick, unforgiving meat pounding into her with reckless abandon.

Gwendolyn bucked her hips wildly. Almost frenzied. She was so desperate to move the tentacles and cock inside her. Make them wriggled and pump inside her. Curling against her walls, pounding against her cervix, hitting that spot in her ass that was so deliciously sensitive and never failed to make her cum.

She moaned around the tentacle in her mouth, saliva dripping from her lips the slide down her breasts. Gwendolyn was so sloppy when she was getting fucked hard.

Kevin was close to cumming too.

He could feel her tighten around him. Her slick walls and his own rough tentacle sliding against the shaft of his cock. He could feel the other tentacle in her ass pressing against the barrier of her insides. She was stuffed full, and he was being squeezed on all sides by wet, sloppy heat. It was divine and it took every ounce of the limited self-control he had to hold back from cumming.

He didn't wanna cum until Gwendolyn was satisfied.

But she was close. He could feel it in the way her body was twitching around him. How her ass clenched his tentacle. The way her thighs quivered around his hips. He loud and wet moans as she sucked on the tentacle in her mouth.

Gwendolyn's lashes fluttered as her eyes rolled back in her head, her tongue sliding out under the tentacle that was still in her mouth.

Fluid squirting from her sloppy wet pussy as everything filling her finally pushed her over the edge and Gwendolyn came.

Her insides squeezing Kevin so tight, it felt like her pussy trying to suck his dick in even deeper, and he finally let himself cum. Letting go and feeling the relief of orgasm wash over him. His cock pumping hot, sticky semen into her core.

He slid the tentacle out of her mouth just in time for Gwendolyn to flop down on top of him. Breathing hard. Taking in deep, panting breaths to try and recover from their exertions.

Kevin stroked her sweat-soaked back with one of his mismatched arms. He gave her an extra moment to relax and catch her breath, then slowly and gently withdrew the tentacle from her ass. Then another moment after that before he sat them both up and withdrew the final tentacle from her still very wet core.

Then he transformed back into his base human form.

They laid like that for a bit, with their arms around each other breathing hard. Basking in the euphoria of the afterglow of their shared pleasure.

It was really these moments after sex that Kevin enjoyed most. When they were both completely satisfied and completely relaxed. All the tension from their days drained out of them. Hugging and cuddling. It was the best.

Then Gwendolyn pushed herself back up and slid off the bed, standing on legs that were still shaky from the intensity of her orgasm. She bend down and picked up her coat.

"You're leaving?" Kevin asked, sitting up.

She buttoned the coat shut. At first glance one couldn't tell that she was naked under it. A person would have to be looking inappropriately close to see the trail of cum dripping down her leg.

"I have a term paper to write. You know this." Gwendolyn reminded him. She did lean in to kiss him though. An affectionate kiss on the lips. "Thanks for helping me clear my head, though."

She left.

When Gwendolyn got back to her dorm, she was gonna make that word document her bitch!

…

END