Mixed kinks of Ben 10

by Jokiba

Random smut of the Ben 10 universe

5. Gwen Tennyson's Multiverse Romance

Gwen Tennyson's Multiverse Romance

Warhammer10000

Summary:

This is inspired by other ben10 stories on this site that were too perfect to have only one chapter.

Chapter 1: Gwen Meet Ben and Get. Just read the story.

Chapter Text

"Hmm, this universe doesn't seem that different."

Gwen recognized the orange light bouncing off the waves on the lake. In the distance, the sun was sinking behind the purple mountains, painting the tops orange for just a few more minutes before the sun sank behind the horizon. A dark blue canopy spread across the sky behind her. In half an hour campfires would light up all along the lakeshore. One of them, somewhere on the west bank, would be hers.

Another version of Gwen was sitting somewhere by the lake, staring at the water. Maybe this Gwen was in the same campsite that Gwen had left, or maybe chance in this universe had allocated her a different site. Perhaps this universe's Gwen was looking for some peace and quiet after a long day of tolerating Ben. Of course, it was possible that she and Ben were getting along that day. In a multiverse of infinite possibilities, anything was possible. Maybe this universe's Gwen was even better at magic than Gwen was herself. Perhaps she had already figured out how to visit alternate dimensions, or perhaps she was lagging behind. Gwen debated whether or not she should pay her counterpart a visit and cheer her up.

"After all," Gwen smirked. "She might need it."

"Might need what?"

Gwen recognized the voice right away. "Ben!" she peeped, turning around quickly. "What are you doing—"

"Gwen!" He gasped. "What happened to you? Where's the baby?"

The word "baby" stuck in Gwen's mind. She didn't have much time to think about it, however, because she was too busy staring at Ben's cock. It stuck through the fly in Ben's pants. The zipper had been removed, presumably to keep the metal teeth from irritating the shaft. It was thicker than Ben's arm, and it drooped past his knees. Someone had cut out the crotch of Ben's pants, sewing on a deep green sack to hold his testicles. Each testicle was bigger than Ben's head, forcing Ben to walk with a wide, waddling gait, almost like a cowboy, saddle-sore from weeks riding the range. His cock, while sticking through his pants, wasn't naked. Instead, Ben wore a large, green sock over it, for modesty.

"Gwen," he gasped. "What happened to your breasts? Your stomach..."

"What happened to you?" she sputtered. "You...you're huge!"

"No duh, genius. I've been this way for months. How did you get not-curvy, all of a sudden?"

Gwen didn't understand how...well, there was a lot she didn't understand. Least of all, she didn't understand why she couldn't take her eyes of Ben's penis as it swung between his legs. She didn't understand why she was staring at his ball sack, and why her eyes kept running over the taut curves of the fabric as it stretched over Ben's testicles. Her heart was pumping. Sweat poured from her brow. A little drool trickled from her lip.

"This...this is impossible! I just traveled one universe over. Things can't be so...so—"

"Yoo-hoo! Benny-pie!"

Gwen's heart nearly stopped. She didn't want to look, but that didn't save her from the sight of her alternate self, hobbling through the brush, running up to this well-endowed Ben, and kissing him on the cheek.

"Where have you been? I've been waiting for you," she said. "The baby's been kicking so much today, and I've been waiting to drain these massive milkers you gave me."

She was wearing the same shirt that Gwen was wearing, but Gwen couldn't recognize it while it stretched so tightly over her full, heaving breasts. Her belly stuck out underneath it—so round, so tight, and so heavy. She had tried to hide some of it by pulling her pants up around her waist, but her belly had forced them down. Her navel had popped out, like thermometer on a roasted turkey, and as she caressed Ben's face and kissed him again, she pressed her massively-endowed, pregnant body against his, making his cock slowly rise and stiffen.

"Maybe you'd like to put that tree truck of yours between my tits," she giggled. "That'll make you happy, won't it!"

"That's it!" Gwen shouted. "I demand an explanation!"

Ben and Pregnant Gwen stared at her. Pregnant Gwen whispered, "Who's that?"

"I think she's you," he said. "Except her tits are smaller."

"That's a shame."

"I've had just about enough of this," Gwen sputtered. "Now, tell me what the hell is going on here! How the hell did you get so big?"

Ben smiled. "It's alright, Gwen. Why don't we go discuss this over pie?"

"So, three slices of pie," the waitress giggled. "You want an ice cream soda or a milkshake to go with that, Benny?" She couldn't have been more than eleven years old, but her tits were so big that she could barely keep them off the table. "I missed you since the last time you were in here."

Ben grinned. "That was last night, baby-cakes."

"I know," she giggled. "But you're so funny and handsome. I wish I had customers like you every night."

"You're sweet, Cassidy," Ben said. "But I'm with Gwen...and Gwen."'

Gwen sat on the other side of the booth, unimpressed by Ben's flirting, or the waitress's stretchy white uniform shirt.

"I'll give you some sugar, though."

"Alright!" Cassidy leaned in for a kiss, showing her bulging, tan cleavage and the cups of her black bra.

Ben kissed her on the cheek. "Now, get moving. Yah!" He smacked her on the fanny.

"Oh! Yes, sir!" Cassidy hurried back into the kitchen as fast as her tight little shorts would carry her.

"Cassidy is the best," Ben chuckle. "Right Gwen?"

"A real sweetheart," Pregnant Gwen sighed. "You know, sometimes I wish I could work here. Then I could get some sugar."

"You don't need to work here to get sugar from me, Gwen!" Ben laughed. "Get over here, milky!"

"Oh, Ben!" she squealed.

Gwen, her arms folded and her face stony, decided that she'd had enough of Ben pawing and groping Pregnant Gwen's swollen chest. She cleared her throat—ahem!

Ben and Pregnant Gwen barely noticed.

"Ahem!"

Ben looked at her. "Sorry, Gwen. I guess I got a little carried away."

"Carried away? Look at this place!"

Every single waitress in the diner stood barely five feet tall. Some of them still had baby fat, but all of them were wearing tight white tops and tiny orange shorts. This in itself wouldn't have been bad, if these girls weren't also carrying twins, as well as a pair of K-cups.

"It's a wonder any of these girls can stand, let alone work," Gwen badgered. "Why on earth are these girls working, anyway?"

"Well," said Ben. "They have to find some way to support their kids."

Gwen's eyelid twitched. "I'm going to pretend I didn't hear that."

"Listen," Ben said, shifting his dick from one side of his lap to the other. "I don't know how things are in your universe, but this isn't my fault. This is the Omnitrix's fault."

"What?"

"It is!" Pregnant Gwen insisted. "As soon as Ben got the Omnitrix, his dick just started growing and growing and growing! We didn't know what to do at first..."

"But it's part of the Omnitrix's programming. It's meant to preserve the DNA of alien species. It took me a while to figure out that it meant breeding."

Gwen's eyes widened. "Are you saying that all of these girls are pregnant with alien babies?"

"No, keep your voice down," Ben hissed. "People here are trying to eat."

"Man," said Pregnant Gwen. "Was I always this uptight, or is this just how it is in your universe?"

"You could never be that uptight," Ben snickered.

"Aw, how sweet—"

"Don't start kissing again," Gwen fumed.

Cassidy returned with the pie. "There you go. Anything—"

"No, we don't need anything else," Gwen said, curtly.

"Whatever, dweeb." Cassidy walked off, her breasts bouncing with every step.

Gwen had never been so embarrassed in her life. She dug her fork into the chocolate cream pie, desperate to think about something else. Her foot nudged something under her table and she immediately pulled his back, fearing that she had just touched Ben's dick.

"Gwen, it's alright," Pregnant Gwen said. "Just listen to me, okay? I know that this all might seem pretty strange to you."

"The word 'strange' doesn't even begin to describe this place," Gwen sputtered, her mouth full of pie.

"It was really strange when Ben started growing. We were all riding in the Rustbucket, just trying to get from one town to another. Ben's cock was taking up more and more room. I couldn't even go to the bathroom without tripping over Ben's dong. Even looking at it was just...horrifying."

"Horrifying," Ben nodded.

"I kept wondering if it wasn't just me being modest. I was afraid that I had feelings...you know what I mean."

Gwen gripped her fork tightly.

"I was afraid that I was really sick, and that I was some kind of monster just for looking at Ben's cock for half a second. I didn't realize that it was impossible not to see it. It was everywhere," she chuckled.

Ben whispered into Pregnant Gwen's ear. "Tell her about the first time that we did it."

Gwen held her hand in her face. "Oh God..."

"It was after Ben started having sex with the other girls. We stopped at this lake to camp out and rest while Uncle Max figured out what was going on. Ben met all of these girls who were fascinated by him. They were so fearless and curious that they couldn't keep away. Ben was so charming; I thought that he was just acting like a jackass..."

"Hard to imagine," Gwen muttered.

"But they kept coming back. Ben asked them they want to do it, and much to my surprise, they said yes!"

"Yes?" Gwen frowned. "They said yes to that?"

"I couldn't figure it out either," Pregnant Gwen admitted. "But then something crazy happened. I saw Ben leading girls into the Rustbucket. I heard the shock absorbers squeaking and I heard moaning and yelling something from inside. Then I saw the girls come back out. They went in, looking like you, but when they came out, they looked like me!" Pregnant Gwen lifted her breasts. "They had tits—big ones! They had bellies that looked like they were about to have twins! They were so sexy and happy; I couldn't believe it!"

Gwen shook her head, her mouth hanging open in worry. "How is that even possible?"

"Omnitrix," Ben shrugged. "It's more powerful than we thought. I was just as surprised as you are. Thank God the girls liked it."

"They were all so sexy!" Pregnant Gwen continued. "Soon, all the girls in the campground had huge breasts. I couldn't believe it. Not only were they all so much more beautiful, but I was jealous!"

"Jealous!" Gwen exclaimed.

"Come on, you've never wanted a rack like this?" She lifted her overstretched shirt and showed her soft, heavy spheres, held up with a deep-cupped, white bra.

Gwen was about to tell her to put her tits away, but the moment she laid her eyes on Pregnant Gwen's breasts, she was speechless. Pregnant Gwen's chest was so round, so smooth, so heavy, and so soft, Gwen got lost in it. Another stream of drool dripped from her gaping lips before Ben suggested that Pregnant Gwen put her shirt back

"You know I love you titties, Gwen, but I think that our friend is getting hypnotized."

"I...I'm not hypnotized," Gwen stammered. "I'll admit it, you breasts look very...very nice. I still don't understand why you'd try to get them by...you know." Gwen lowered her voice. "By sleeping with the dweeb."

"I didn't understand either, but soon I was sick of sitting on the sidelines. Ben was so eager to bring these girls in and impregnated them, and he hadn't so much as looked in my direction. I know it's not the way it's supposed to be, but I felt...hurt."

"I'm sorry, baby." He kissed her on the cheek. "You should've just asked."

"I did ask!" Gwen laughed. "That's what I finally did. Ben was a little freaked out, but when I finally got him alone, we climbed into the back of the Rustbucket on that big bench seat, and we pulled back the curtain. He pulled out his cock—"

"Spare me the details." Gwen hurriedly finished her pie. "So, that's why you're like this now."

"That's why we're expecting twins," Pregnant Gwen giggled. She caressed her stomach. "I never thought that I wanted to be a mother, but once it happened, I was hooked! I can feel my babies kicking every day. My boobs are getting bigger too! I'm starting to make milk now. In fact, all of these girls can make milk, right girls?"

"Right!" the waitresses giggled.

"This lake is becoming a real tourist spot. There are beautiful waitresses, beautiful swimmers down by the lake—one of the shops nearby ordered special bathing suits for us all to wear. We've got these cute bikinis and cow-print one-piece bathing suits. It's so amazing that I sometimes I feel like I'm going to burst!"

"But what about magic?" Gwen asked. "What about the road trip? What about...I don't know, a life without back pain?"

Pregnant Gwen just sat back and ran her hands over her breasts. "Maybe later, but right now, I'm right where I want to be."

Ben wrapped his arms around her and held her close. "That's my girl..."

"Oh Ben—oh! Watch your hands!"

"Too late!"

Gwen sighed. "So, you're really happy like this?"

"I've never been happier," Pregnant Gwen answered. "Honest."

"And you," she asked Ben. "You're not worried about being a hero anymore?"

"I am a hero," Ben answered. "Look at all these girls. They love me! They've never been more beautiful in their entire life, and if you want to," he said, leaning closer, "You could be more beautiful too."

Gwen's heart thumped. "What do you mean," she asked.

"Oh Gwen," Ben chuckled. "Don't think that I didn't see that look in your eyes when you first saw me. I know that look."

Gwen felt something rubbing against her foot.

"That's the same look that my Gwen had on her face when she first saw my enormous cock. She was too scared to take me then, but I knew what she wanted."

"Ben," Pregnant Gwen said. "She can't just go back to her home universe with big tits and a baby in her tummy."

"Why go back? You could stay here with us! This universe is practically the same as yours. The only difference is that it's got me, and once you've slept with me, you won't want anybody else, baby."

The thing touching Gwen's shoe slowly slid up her ankle. Gwen told herself that it was Ben's foot. She had no idea what a giant cock would feel like, rubbing up against her ankle, but the more she thought about it, the more distracting it was, until that heart-thudding, brow-sweating, mouth drooling feeling crept up on her and grabbed her by the scruff of her neck.

"You could have a great set of tits, Gwen. Look at these puppies," he said, laying his hands on Pregnant Gwen's chest. "Watch how they move."

"Ah!" Pregnant Gwen gasped. "Ben, not so hard!"

"I never get tired of this," he grinned, sinking his fingers into those massive tits. "Everyone is so happy with them, and that just makes them love me more. They keep coming back, again and again and again, just to rub their titties on my cock. Can you imagine how happy that must make them?" He lifted Pregnant Gwen's breasts, and then dropped them on the table.

"Ben," she shuddered. "Oh...Ben!"

"Just a little more, baby. Come here, sit on my lap."

"But Ben—"

"Come on..."

"Ah!" Pregnant Gwen's face was red. She slid onto Ben's lap, straddling his massive dick as he reached into her bra and lifted out her massive tits.

"I know you like them," Ben grinned. "They're really beautiful—wouldn't you say so, babe?"

"Yes—ah!"

He pinched her nipples. A little jet of milk sprayed out, catching Gwen in the face. She wiped the milk away, licking her fingers to get the taste. It was so good that Gwen almost melted.

"We can all get in the Rustbucket together: you, me, and my Gwen. I'll show you how I ride her every single day, and then you can see what exactly you can look forward to if you stay. Then, Gwen will warm you up. She can wash you with her tongue to make sure you're clean for me. She'll fondle your breasts, just to show you how tiny they are, while your head disappears inside of her cleavage."

Gwen trembled. "Ben..."

"Who knows?" he said, pinching Pregnant Gwen's nipples once more. "Maybe, after I've fucked you enough times, you'll get even bigger than her."

"Ben!" Pregnant Gwen tried to catch her breath from all of the teasing and the groping. "If she gets bigger than me, what'll I do?"

"Silly girl," he said. "Then I'll just have to make you bigger." He pulled her back and slipped her nipple into his mouth.

"Oh," she whimpered.

He took three long, deep gulps from her tit, and sighed. "So," Ben said. "What do you think?"

Gwen didn't say anything at first. Instead, she paid attention to the way that Ben's cock, still encased in its sock, slid up her calf and touched her knee. He was only a foot from her pussy. It was warm, practically radiating heat like a stone placed in a fire. She looked at Pregnant Gwen's bare chest and reached out

"May I?"

Ben removed his hands. "Sure."

She gripped Pregnant Gwen's tit in her hand, squeezing it the way one would squeeze a football before throwing it down the field. A little drip of milk welled up from her long, dark nipple and slid down her pale skin.

"I'll do it."

"Great!" Ben smiled. "Let's get out of here."

"Don't we have to pay the bill?" asked Gwen.

"Nah, Cassidy will take care of it." He stood up and yelled, "Right, Cass?"

"Whatever you want, Benny!"

"See? Now, let's get back to the Rustbucket."

"Actually," Gwen said, sliding out of the booth. "I think we should stay here."

"What? I thought you said—hey..."

Gwen's eyes were glowing. Clouds of purple and indigo energy crackled from her eyes.

"How are you doing—"

Clink! A magical chain bound Ben's right hand to the bench he had been sitting on.

Clink! Another magical chain attached his left arm to Gwen's seat before he could hit the Omnitrix.

"H-hey!" Ben shouted. "What the heck is this?"

"We're having sex," Gwen said.

"Ben!" Pregnant Gwen cried. "Are you alright?"

"He'll be fine." Gwen jumped up on the table in front of Ben and all the customers and waitresses. "I'm about to give you the best time of your life."

"But what are you doing? We can't do it in the middle of the diner?"

Gwen smirked. Then, she cast another spell. Ben flinched, but he soon realized that the spell wasn't meant for him. The crackling purple energy centered on Gwen's crotch. As the magic dissipated, Gwen's white pants grew tighter. A bulge began to rise from her crotch, growing larger and larger and pushing out further and further. The crotch of her pants grew so taut that Ben could see the outline of a cock through the thinning fabric.

"I...I don't like this!"

Gwen tightened the chains around his arms.

"Gwen, help!"

Pregnant Gwen was at a loss. She wanted to help, but she couldn't help staring, watching as her counterpart's package grew larger, and larger, and larger.

Gwen pulled down her pants. Her cock was tangled in her panties, straining to get free. It was as thick as a woman's wrist, and her balls grew to the size of baseballs as they emerged into the open.

"What do you think?" Gwen asked her double, stroking herself to show how big she was. "You like it?"

"You moron!" Ben shouted. "Your dick is nowhere close to as big as mine."

"True, but you know what they say, cousin," she said, hopping off the table. "It's not the size that matters, but how you use it."

"But what are you doing?" Pregnant Gwen demanded. "How can you—"

Gwen grabbed her double by the chin and kissed her. Pregnant Gwen struggled out of her grip, but Gwen had gotten what she wanted. She laughed and summoned a bottle of lube from thin air.

"Stay where you are," Gwen ordered, squeezing a dollop of lube into her palm. "I want to see your tits."

"Gwen," Ben said calmly. "When I said I wanted to do it with you, I mean that I wanted to be doing the penis parts."

"I can see how you'd expect that," Gwen said, still lubing up her cock. It was still growing, but Ben, who could barely look over his should thanks to the chains holding his arms, didn't know how big it was yet. "We're doing it my way, now."

"But I don't want to do it your way—ow!"

She smacked his bottom. All of the customers and waitresses could see the red handprint she'd left behind on his tiny buttocks.

"I think I'll need more lube," Gwen nodded.

"But...but I thought that you wanted big tits!"

"I do, but I think that I should wait for those a little bit—no offense to you, other Gwen," she said. "I think that your breasts are amazing. I hope that when mine grow, they'll look just like yours."

Pregnant Gwen asked, "So, why are you growing a penis?"

Gwen didn't answer. She just winked.

"Gwen, stop it!" Ben shouted. "Let me out of here, right now. You're not going to get big tits if you keep me chained to this—oh!"

Gwen pressed the head of her cock against Ben's buttocks.

Ben could feel the girth of her new appendage. "W-wait...wait a minute."

Gwen pulled down Ben's pants. She pulled down his underwear, all the way to the floor. With a snap of her finger, the giant sock that covered his penis rolled up and dropped onto the floor. Everyone gasped when they saw Ben's naked appendage drooping onto the diner floor.

Gwen tightened the chains, forcing Ben to bend lower and lower until he was leaning against the booth table. His balls swung between his spreading legs. His cock was starting to stiffen.

Pregnant Gwen watched with baited breath.

Gwen placed her cock between Ben's buttocks, like a hot dog.

"Oh," Ben trembled. "Oh...oh no! Gwen, please!"

"It won't hurt," Gwen said, adding a little extra lube. She tossed the bottle to Pregnant Ben and backed up. "I have to admit, Ben," Gwen sneered. "I get why this other Gwen wanted you to fuck her, but I doubt she thought about it much before you grew this massive dong of yours. You see, in my universe, I don't really think about you fucking me, but I've always wanted to fuck you."

She pressed her cock against his anus. The slick, gleaming head slowly entered.

Ben gasped, and stiffened.

Gwen pressed an inch deeper, spreading his anus wider.

"G-g-g-g-g-gwen..."

Deeper...

"Oh!"

Deeper...

"Gah!"

Deeper...

Ben's cock was as stiff as a board. Finally, Gwen could see it at its full length. After everything she had seen so far, she was impressed. Still, she pushed deeper.

"O-okay," Ben stammered. "I...th-think you...you...

"We're not done," Gwen said, pushing deeper. Ben's asshole kept opening wider, and wider, and wider as Gwen's cock slid into his body. Every few inches, Gwen would stop to give Ben a break. He was shivering like a wet dog, but whenever he tried to speak or beg to mercy, Gwen kept pushing. She added a little more lube to make sure that he was okay, but from the moans that escaped his mouth and from the massive erection that was pointing beneath the booth, Gwen knew that Ben was doing fine.

Finally, her crotch touched his ass cheeks.

"Finally!" Ben squeaked. "My...my insides! I can feel them. They're amazing! I've never felt so...so..." Ben's legs began to tremble.

"Here it comes," Gwen snickered.

"Oh...God! I'm coming!"

Ben blew his wad so hard that Gwen could feel the blowback. His semen splashed on the tile floor—sploosh! Ben squealed like a little girl. Tears of joy streamed from his eyes as spurt after spurt of milky white sperm splashed on the floor, flowing out from beneath the table into one giant puddle.

Ben nearly collapsed, but Gwen's chains kept him from falling down. Still chained to the booth, panting from his orgasm, tears running down his cheeks, Ben lay limp, squeaking with every labored breath. The waitresses, his conquests, looked on with wide eyes and gaping mouths.

Still, Gwen was not done. She began to withdraw. Ben laughed, thinking that it was all over, but suddenly, Gwen slammed back into him.

"Gwen!" Ben squeaked.

"You know," Gwen said, "Women can have multiple orgasms. I wonder if you've made any of these girls in here come more than once at night Ben. I'm not going to ask a bunch of personal questions, but I wonder if you would like to know what it's like."

"Gwen..." Ben's voice was small and faint. "Gwen...please..."

She began to slide in and out. Watching his limp, drooling cock, Gwen saw his member stiffen once more. She lay down on top of his back so that he'd feel her skin against his. "Come on, baby. Come for me one more time. You can do it."

Ben tried pleading with Gwen to stop, but he could barely get another word out before Gwen thrust into his anus again. His balls swung back and forth between his legs, slapping against Gwen's shins.

"You want a little help, Benny?" Gwen reached between his legs.

Ben gasped so hard he sucked half the air out of the diner. Gwen palmed one of his testicles, sinking her fingertips into the loose, wrinkled skin. She fondled him, still pounding him in the ass.

"What if I give this a little squeeze," she whispered.

Ben's eyes rolled into the back of his head.

"Come on, little Benny. Show me how manly you are. Come for me, baby. Come for me."

"I'm coming!" he squeaked, his voice rising to a perfect falsetto. "Keep squeezing! Keep...squeezing..."

Ben shot buckets full of cum—even more than the first time he came. Gwen realized that the mess was getting out of hand, so she waved her hand, and the gallons of semen Ben had already spilled suddenly disappeared. Ben was glazed in sweat, so much so that he was dripping like a wrung-out bathing suit.

"I did it." His voice was still stuck in falsetto. "I...I can't do any more."

"That's fine, Ben." Gwen snapped at one of the waitresses. "Hey you, Cassidy, right?"

She nodded.

"Get me a glass of water, will you?"

She brought it immediately. Gwen took a few gulps, and then she dumped the rest over Ben's back. He writhed and moaned, but he couldn't do much else.

Gwen handed the glass back to Cassidy. "Thank you. Now," she said, turning back to Ben. "One more time!"

"But I can't!" Ben cried. "I'm...I'm tired!"

"I know you are, but I haven't come yet, Ben."

"What?"

"Weren't you paying attention?" Before he could answer, she slapped him on the ass. Gwen started riding him all over again.

When Gwen finally came, she could feel her cock swelling. She could feel Ben's sphincter tightening around her cock. She could feel her balls tightening, and she could feel the tension in her body building and building until, losing control for the first time, she slammed into Ben's backside like a jackhammer. Ben came again, but Gwen didn't care. She felt the splash of her seed into Ben's body. She felt his spine arch as he cried out. She thrust a few more times, slapping against Ben's tender ass a few more times. Finally, when she shot her last spurt of seed, Gwen began to pull out. The slithering of Gwen's softening, semen-slick dick back through Ben's anus took so long and was so painstaking, that Ben almost came yet again.

Gwen snapped her fingers and the chains disappeared. Ben collapsed floor, with his pants and briefs still around his ankles.

Pregnant Gwen held Ben in her arms. "Ben! Are you alright?"

He nodded meekly.

"That was amazing!" she said. "You came so many times! I've never seen that happen."

A thin, wry smile spread across his face. "I guess I'm just more talented than I thought." He turned to Gwen. "Thank you."

Gwen snorted. "Don't thank me yet."

"Why?"

Suddenly, Ben's stomach began to expand.

"Hey," he said. "What's going on?" Ben's belly was getting larger. His skin was getting tighter and his navel began to pop out. "What's happening to me? What did you do?"

"I fucked you. Don't you remember? You were there." Gwen chuckled. "And you know what happens when a boy and a girl have sex."

"But...but I'm a boy!"

Ben's stomach had grown to the size of a volleyball. It kept getting bigger, tighter, and rounder. "You!" Ben snapped. "You did this with your magic! It's just not possible!"

"Sure it is, with the power of the Omnitrix," Gwen explained. "It makes you breed-able, no matter what your sex is."

Ben's stomach had grown now to the size of a basketball. He was still angry, but his expression changed to sheer terror once he felt something kicking inside him.

"Take care, you two." Gwen left a tip for Cassidy and put her pants back on. "Take care of the babies," Gwen told Pregnant Gwen. "Those kids he's carrying are practically yours too, especially since we both have the same DNA."

"Hey, you're right!" Pregnant Gwen realized. "Thanks!"

"By the way, if the motherhood thing gets too tough, look into magic. You'll find that you have a knack for it. It can lead to a lot of fun in the bedroom," she winked.

Gwen hadn't even made her cock disappear. She just tucked her dick into her tight white pants, giving herself an enormous bulge. She waved goodbye and stepped outside. There was a flash of purple light, and suddenly, she was gone.

Chapter 2: Charmcaster's Revenge Failed. Or Not???

Chapter Text

"Okay," Charmcaster muttered. "This is...weird."

Very little seemed out of place at the campground until she saw the first girl. She waddled along

the dirt path towards the lake. She was wearing her bathing suit and goggles, and she carried an inner tube

over one shoulder, and a towel over the other. She was only a year or two younger than Charmcaster, but

she was at least three cup sizes larger. Her belly was the size of a volleyballs. Her one-piece, pink bathing

suit stretched so tightly around her torso that Charmcaster could actually see through it.

However, the girl just walked down the path as if nothing was amiss. The next girl Charmcaster

saw was the same way. Whether they were walking to the latrine, hiking along the edge of the lake, or

sunbathing on the little sand beach near the reeds, not a single girl acted as if anything was amiss, despite

the fact that each one carried at least two babies, and a pair of tits that would make a supermodel jealous.

It was Charmcaster, in fact, who seemed out of place. One girl who passed her by took a quick look at her

chest and smirked. "Tell Ben I said hello," she said. She then walked back to her campsite, leaving

Charmcaster stunned.

"So, the Tennysons are here," Charmcaster reasoned. "Perfect."

Charmcaster learned only a few days ago that Gwen Tennyson was powerful enough to travel to

other universes. Why she did it, Charmcaster had no idea, but there was no way that she was going to let

her Gwen travel across the plains of existence without causing trouble. The best part was that in every

universe, there was a Gwen. By sheer chance, some of those Gwens had learned magic, and others had

not. If Charmcaster could get to these budding sorceresses before the original Gwen did, she could find a

fine apprentice.

"Perhaps I can't beat you in our universe," Charmcaster cackled. "But I'll certainly be able to

beat you in another."

"Excuse me," said a familiar voice. "Are you looking for my cousin?"

Charmcaster knew Gwen's voice anywhere. The fact that she didn't recognize her meant that she

had the upper hand. She turned around. "Why yes, I am," Charmcaster answered. "Do you know—"

Charmcaster froze. One look at Gwen's body, and she practically forgot how to speak. Gwen's

tits were the size of overripe cantaloupes. She was still wearing the same old shirt with a cat logo that she

wore in the other universe, but the logo was stretched so tight around her enormous tits that it was

beginning to flake off the fabric.

Gwen giggled. "I thought you might be looking for Ben. All the girls are. He might not feel like

seeing anybody right now, but there's no harm in asking, right?"

Charmcaster stared.

"Ben might cheer up if he saw a girl like you," Gwen said. "You're very mature. What's your

name?"

"Cha...cha..."

"I'm afraid I can't hear you."

"Charm," she swallowed. "It's Charm...caster..."

"Charmcaster? That's not really your name, is it?"

Damn it! I wasn't supposed to give my real name! What if the original Gwen told her alternate

universe version about me? Stupid Charmcaster! Stop staring at Gwen's tits and start thinking for a

change!

"Oh!" Gwen cringed.

"What's wrong?" Charmcaster said, rushing to Gwen's side. "Are you alright?"

"Yes, I'm fine," she sighed. "It's just the babies kicking."

"B-babies?"

"Yeah," Gwen said, lifting her shirt. Her stomach was perfectly round, and firm, like an orange.

"Every once in a while they get antsy and start kicking. I don't know how many I'm carrying, but I'll bet

anything that they're all boys."

Charmcaster began to tremble. She had never imagined Gwen could look this beautiful. Gwen

had such a glow about her that Charmcaster began to feel weak in the knees. Her smile was so gentle. Her

face was cherubic. Charmcaster had never seen a grown woman with breasts so large, and now, seeing

those breasts and that belly packed onto a body Gwen's size only made Charmcaster love them even

more. As soon as she could, Charmcaster wanted to ravage her, riding and pounding her until Gwen's

swollen body deflated like a broken balloon.

No! Snap yourself out of it, Charmcaster! She's the one who's going to help you defeat the other

Gwen. Focus!

Gwen arched her back and rubbed her shoulders. "Come on, let's go see Ben. I'm sure once he

sees you, his mood will perk up right away." "Sure," Charmcaster said. "Let's go." Charmcaster followed Gwen, watching her bottom swing

this way and that inside of her tight white pants.

The Rustbucket was surrounded by a crowd of girls, all of them stacked and pregnant, just like

Gwen. They knocked on the outside of the motor home. Some of them even threw themselves against it.

"Ben? Ben, honey!"

"Please, come out!"

"We're lonely without you!"

"Don't you want to feel your baby kicking? Come on out and feel my tummy!"

"I'll show you my boobies! You love my boobies, remember?"

They were in various stages of undress, wearing tiny bathing suits or shirts that barely covered

their tight stomachs. Many of them had no bras, but that was no problem because they stood outside the

Rustbucket, bearing their breasts towards the window and begging Ben to come out.

"Out of the way," Gwen said. "Get out of the way, please."

The girls all parted for Gwen, but they looked sideways at Charmcaster. "Who the hell is that?" "She's way too tall for him." "She's probably just here for the boobs."

Miserable brats, Charmcaster muttered. I could turn them all into frogs if I wanted to. Still,

surrounded by huge bosoms and pregnant bellies, Charmcaster had never felt so inadequate in her life.

She shook her head as Gwen led her to the Rustbucket door.

Gwen turned to Charmcaster and said, "Listen, before we go in..." She sighed. "My cousin Ben

has been a little...discouraged lately."

"What do you mean?"

"Well, there was this other version of me. She came here and—well, that's not important right

now. What is important is that Ben might not look very...normal at the moment, but please, don't let that

stop you. I know that once Ben sees you, he'll feel much better. Just make sure that you don't mention his

stomach, okay?"

Charmcaster frowned. "What's wrong with his stomach?"

"Nothing—well, that's not quite true," Gwen admitted." She lowered her voice to just above a

whisper. "Just don't mention it, alright?"

"Yeah!" said one of the girls standing next to him. "Don't mention it, okay?"

"Yeah!" the other girls shouted.

"Okay, okay," Charmcaster said. "I won't mention his stomach."

Gwen and the other girls nodded.

"But what about this other version of you—"

"Don't mention her, either!" Gwen hissed.

Ah, Charmcaster realized. It looks like my Gwen did something to him. No wonder. She'd never

allow Ben to rest if she saw all of these little sluts worshipping him. That's good. If she's wounded his

precious little pride, then that will make him putty in my hands.

Gwen knocked on the Rustbucket door.

"What?" Ben shouted from inside.

Suddenly, all of the girls shouted, "Ben! Ben! We love you Ben! Please come out!" They pressed

Charmcaster against the side of the Rustbucket in the rush to get closer to him.

"Quiet!" Gwen shouted. "Quiet, everyone! I need to talk to Ben."

"Go away," Ben sulked. "I'm never coming out, ever!"

"There's someone who wants to see you, Ben," Gwen said sweetly. "She says she wants to talk to

you."

"I said, go away," Ben answered, sullenly.

"Ben, there's nothing to be ashamed of," Gwen soothed. "We miss you! Please, you don't even

have to come out. Just let me in, please!"

The crowd roared again, begging him to come out again.

Charmcaster rolled her eyes. I'll have to take care of this myself. What was that word that my

Gwen used when she talked to Ben? Let me think...

The girls were so desperate that they started taking off their tops and lifted their breasts to show,

as if Ben was watching them.

Wait! she realized. Remember now! She shouted, "Hey, dweeb! You too scared to come out, or

what?"

"Who said that?"

Silence fell over the campground.

"Who said that? Gwen?"

"It was me, dweeb!" Charmcaster cackled.

"Gwen!" Ben shouted. "Who said that? Is it...her?"

Gwen glared at Charmcaster, but she answered Ben. "No, it's someone else."

Charmcaster interrupted. "Yeah, but I know who you're talking about, and if you want some

payback, then have I got a deal for you?"

The campground was so silent that one could hear birds walking in the sand on the beach. All the

girls looked like they wanted Charmcaster's head, including Gwen. However, the Rustbucket door slowly

opened.

"Gwen, send her in."

Charmcaster didn't wait. She threw open the door and shut it behind her, locking it before any of

the other girls could follow.

Curtains blocked out the light. Candy wrappers littered the floor. Ben was sitting in the back. The

privacy curtain that cut off the back section of the motor home rustled as Ben hurried tried to hide

himself.Something must be really wrong with his stomach, Charmcaster smirked. She called out to him,

"You met the other Gwen, didn't you?"

"Who are you?" Ben asked.

"What did she do?" Charmcaster smirked. "Did she use her magic on you, or did she just serve

you up a big helping of humble pie?"

"None of your business."

"Don't worry, I don't really need to know," Charmcaster declared. "I'm more than willing to help

when it comes to little rogue witches like Gwen."

"Rogue witch? What do you mean?"

I have him. "The other Gwen: she wasn't like your cousin, was she?"

"Not at all," Ben answered. "My Gwen is cool, and she's nice to me. She's been taking care of

me ever since that other Gwen left. I know I shouldn't be hiding away, but..."

"Maybe I could help ease some of your suffering," Charmcaster said. "Please, tell me what she

did to you."

Ben was quiet again for a long time. The curtain rustled, and Ben finally poked his head through

the curtain. He was just like the Ben that Charmcaster knew back in her own reality. Same brown hair,

same clueless expression, and the same dimwitted look in his eye: the only difference was a wounded

sense of pride. It would have been difficult for her to put her finger on the problem, if his pride wasn't so

huge.

"You're kind of pretty," he said after looking her over. "I can see why my Gwen brought you

here."

"Hm," Charmcaster smirked. "I'm not just a pretty face, but if you're looking for someone to

perk you up, I'm your woman."

Ben looked unsure. "You won't think so when you see what the other Gwen did to me."

She inched closer, giving Ben most seductive smile. "Try me, baby."

"You promise you won't laugh?"

"I promise," she lied.

Ben slowly drew back the curtain.

Charmcaster was spellbound. Ben's stomach was round and tight, just like the girls who stood

outside his trailer. His black and white shirt was much too tight to cover it, no matter how many times he

nervously tugged at the hem. He had a blanket over his lap, but Charmcaster didn't need to see beneath

the blanket to realize that Ben's hips were ballooning. As he sat there, trembling, two wet spots appeared

on his chest. These grew larger and larger, until Charmcaster eventually realized that Ben was lactating.

"Oh my God," she gasped. "You're pregnant?"

Ben reluctantly nodded.

Charmcaster stepped closer. He smelled of milk and bread flour. His hair was thicker and softer

than she remembered, and even though Ben had the look of a lonely puppy, he too was glowing. Whether

he liked it or not, his pregnancy was making him gorgeous, and all Charmcaster wanted to do was grab

him from behind and milk him until he begged for mercy.

"Stop looking at me like that," he muttered.

"I can't."

"You don't have to pretend. I'm a freak."

Charmcaster suddenly realized that she was falling in love again, just like she did with Gwen she

snapped out of it and laughed. "You...you're right! You are a freak! I was just about to ask you if I could

touch your belly. How far along, are you?"

"Stop it," he snapped. "You said you wouldn't laugh."

"I did," she grinned. "But I didn't say I wouldn't make jokes. Do you have a bun in the oven, or

are you the whole bakery?"

"Stop making fun of me!"

"I'm sorry," Charmcaster cackled. She giggled as she waited for her heart to stop pounding in her

chest. "Tell me, how did this happen?"

Ben told her the entire story, how they were in the diner, having a pleasant conversation, when

Gwen suddenly shackled him to the table and had sex with him in front of everyone. Thanks to the power

of the Omnitrix, Ben instantly became pregnant.

"And I've been hiding in here ever since."

Charmcaster was now sitting next to Ben, her hand on his arm. "Gwen couldn't have been here

that long ago. You've only been hiding in here for a few days."

"So? Have you ever sat inside of a motor home for three days straight? It's not easy."

"But you don't have to stay here any longer," she soothed, stroking his arm. She whispered in his

ear, "Well, we can stay in here for a little longer. There are still a few things that I'd like to do when

we're alone."

"What's the point?" Ben said. "I can't do anything now. I'll have to give birth, and then I'll have

to take care of these babies for the rest of my life. It's not fair!"

"You're right, it's not fair." Charmcaster put her hands on Ben's shoulders. Beneath his t-shirt,

she could feel the softness of his skin. His warm, milky smell was intense.

His hormones must be going wild, she thought, quietly sniffing his neck. No wonder he hid for so

long inside this trailer.

Ben said, "The other Gwen should have to take care of them. She's the one who had sex with me.

She's the one who did this to me."

"True, but what are we going to do?"

"Wait," Ben said. "You know magic, don't you? Of course you do," he grinned. "That's how you

got here, isn't it?"

"I know a little magic," Charmcaster said, coyly.

"Can you bring her here?"

"I don't know..." Charmcaster put her arms around Ben's shoulders and held him close. She

could feel his budding breasts under her arms. "The other Gwen is powerful. It would be hard to bring her

back."

"Then we'll have to lure her back," Ben said. He was beginning to look less pathetic and more

excited. "You said you knew her. Do you think that she would come here if you got in her face?"

"I don't know," Charmcaster said. "Gwen is a clever girl. She might sense that it's a trap if she

saw that I was here, but if you could find a way..."

"Yes!" Ben exclaimed. "I'll think of something."

"What about Gwen?" Charmcaster asked. She had her hands on Ben's stomach. "She might have

an idea if we ask her."

"You're right!" Ben exclaimed. "The other Gwen told her that she should call her if she needed

anything. She also told her to learn magic. Gwen never called her since she left, but if we ask her..."

"That's a great idea, Ben!" she said, stroking his belly. "I knew that you'd come up with

something!"

"This is great," Ben said. "I haven't felt like this is days! I can't wait to lure her back here and

pay her back for what she did to me." Ben was so excited that his heart was thumping. He looked over his

shoulder at Charmcaster. "Thank you! I can't believe—oh!"

Charmcaster had slipped her hands under Ben's shirt and pinched his nipples. There was still milk

flowing out of his tiny tits.

"You feeling better now?" Charmcaster grinned.

Ben sighed. "I haven't had sex in a while," he said. "I forgot how good it feels."

"Don't worry," Charmcaster said, casting her spell. "Let me remind you."

He was so excited that Charmcaster wouldn't even need to cast a spell on Ben. All she'd have to

do is make him come. Now that he was bent on revenge and sex, Ben would do everything she said. She

pinched his nipples more just to give him extra incentive. However, just as she was licking the milk off

her purple fingernails, she noticed something moving beneath the blanket.

"You excited?"

"More that you know," he said. "Wow, I forgot what it was like," he said, his cock getting stiff.

"My balls must be ready to burst."

"Don't go off before I'm ready, baby."

Ben smirked. "You won't have to worry about that."

Charmcaster saw the blanket move again. There was something big lifting off Ben's bed.

Charmcaster thought it was his leg, but the outline beneath the cloth quickly convinced her that this was

no leg.

"I thought that being pregnant was such a turn off," Ben explained. "Whenever I looked down at

my stomach I just went limp, but now, with you touching my breasts..."

"Ben," Charmcaster pointed. "What's that?"

He grinned. "Keep playing with my nipples and you'll find out."

"Ben..." Charmcaster saw his cock rising from under the blanket. "Ben...you're..."

He took off his shirt. His breasts were tiny but still leaking milk. Little streams of the stuff began

dripping down the front of his belly. "Go ahead, lick me."

"But...but your cock..."

Ben took her head in his hands and guided it to his nipple. His buds were so tender and firm.

Charmcaster, despite herself, started licking.

You're supposed to be ordering him around! she told herself as she nursed him. Get a hold of

yourself, Charmcaster! He's the same old dweeb that you knew back in your universe. Just because he

has milk leaking from his nipples...and that huge...juicy...cock...

Charmcaster laid her hand on the bulge beneath the blankets. It pulsed with his heartbeat, and it

was long, like a log.

I can order him around later, Charmcaster decided, sucking more and milk out of Ben's breast. It

doesn't matter how sexy he is. He's still under my spell.

Charmcaster threw off her cloak and kicked off her boots. Ben unbuttoned her blouse, and then

unhooked her bra. Soon, he had his hands on her tits.

"A little small..."

Charmcaster glared at him.

"Just teasing," he said. "They won't be that way for long."

Why?

Ben began held each tit gently in his small, soft hands. Charmcaster stopped suckling to catch her

breath.

Soon, he pulled her off his chest and laid her down on the bed. "Stay there."

"Wait, what about—"

"You first," he said. She rolled off the bed, struggling to stand thanks to the weight of his massive

cock. Still, he managed to kneel by the side of the bed and spread her legs wide. Charmcaster worried that

he was going to stick his dick inside of her, but instead, he shoved his face straight into her cunt.

You've got to be kidding me, she moaned as his tongue slid along her openin.g This kid's good!

He's not just pregnant, and he's not just well hung: he knows what he's doing!

"How do you feel?"

"F-fine..."

He raised an eyebrow. "Just fine?"

"I mean, g-great..."

"No, you're not there yet, he said, sniffing around her cunt, "But you soon will be."

Soon, Charmcaster was writhing on the bed, moaning gently as Ben brought her closer and closer

to arousal. Her sweat was soaking into the bedsheets, but no matter how much Ben licked her, she wasn't

coming.

Come on, God damn it, she muttered under her breath. I can't...come like this. I need something

inside of me.

She looked at Ben's cock. Charmcaster was unsure at first if she wanted it. Ben was so big that

she wasn't sure she could take him, but the longer her licked her and the more aroused she grew, the

better his cock looked.

Still, Ben wouldn't stop. He teased her clit with his strong, moist tongue. He slid the flat of his

tongue across the outside of her opening, getting closer to the center, winding Charmcaster up, pushing

her arousal higher— "Are you gonna do me or what?"

Ben smiled. "Are you sure?"

"Yes, damn it! I'm sick of you teasing me, now stick it in or let me out of here, now!"

Ben laughed. "I thought you'd never ask. "Gwen!"

The door burst open. Gwen jumped into the Motor home, key in hand, and quickly locked the

door behind her once more.

"Oh, Ben! I knew that she'd make you feel better."

"You've been waiting there all this time?" he chuckled.

"Sure!" she said, pulling her shirt off. "It took you long enough."

"Sorry, but I had to take my time. This girl is a little fragile."

"Fragile? What are you talking about?" Charmcaster said, still flustered from being unable to

come. "I'll show you fragile—"

"Shh, settle down," Gwen said, hopping onto the bed. She set Chamcaster's head on her lap, just

below her titties. "I'll help you out."

"But I don't need any—"

"Shh..." Gwen lifted her tit and placed it inside Charmcaster's mouth. Despite herself,

Charmcaster immediately started sucking. Gwen's tits were so full and soft. Her milk was so tasty that

once it hit her tongue, she couldn't stop drinking.

While Gwen distracted her, Ben stood between Charmcaster's legs. His cock was so heavy that it

drooped under its own weight, but Ben just backed up far enough so that it would sit on the edge of the

bed. Charmcaster was already slick with pleasure. As Ben's cock touched her, all he had to do was push

gently for it to slide into place.

"Mmm," Charmcaster moaned, still sucking Gwen's tit.

"That's it..." Gwen stroked her hair.

"My balls are full," Ben chuckled, sliding deeper into Charmcaster's body. "She's going to be a

big one.

Charmcaster's eyes widened. Ben's cock pushed deeper and deeper into her body. All of that

cunnilingus had lubed her up so thoroughly that she felt no discomfort.

I've been with dozens of guys, but this kid...

Ben slid a little deeper. "That's it, babe. Let's take it slow."

Ben! Why didn't you tell me? Charmcaster panted. All this time that we've been fighting each

other, but we could have been fucking!

Ben drove deeper and deeper into her body, and then he started pumping. Charmcaster could

barely say a word. She was too busy trying to catch her breath.

"Don't make her come to early," Gwen said, taking off her panties. Her vulva was swollen and

plump from pregnancy, but she now squatted over Charmcaster's face so that she could lick her. "I like

this one."

"You...like me?" Charmcaster groaned.

"Oh, of course!" Gwen cried as she lowered her crotch into Charmcaster's face. "I love you!"

Charmcaster, don't forget why you're here! Don't forget...don't forget...revenge! You need these

two...to lure you're Gwen in so you can...humiliate her. She's the one you want. She's the one you need.

Don't get distract by...by...

"I can't feel it," Ben cried. "She's about to blow."

Charmcaster came, and then she came again. After each orgasm, she though that it was the last

one until the next one washed over her once again. She was so ecstatic that she barely noticed that Ben

was coming inside of her. She barely noticed that he was filling her up with his semen, blowing up her

abdomen like a balloon.

"W-what's...going...on?"

Her breasts began to expand. Charmcaster could do nothing as she orgasmed over and over, but

she could see her tits rising out of her chest like mountains. It was as if Ben's cum was filling every single

space inside of her body, pushing her breasts out, and out, and out, plumping them up and expanding

them so much that even her nipples started to swell.

She could see her belly rising behind her breasts like the sun. Her skin grew so tight that she

could actually hear it creaking. She could see stretch marks forming between her goose pimples. She

could see her navel, aching to push its way out of the pit in the middle of her formerly flat stomach.

Charmcaster hadn't been fat in her entire life, but as her stomach billowed and bulged up, getting bigger

and bigger with every single shot of cum from Ben's cock, she felt massive. Before, she wouldn't have

thought twice about fitting into her clothes. Now, with her breasts and belly looming before her, she felt

as big as a tank.

Still, as wonderful as it felt to be big, Charmcaster began to panic. Ben filled her up so much that

she was afraid that she was going to pop, but she still couldn't do a thing about it. Instead, she merely

squealed with pleasure as her orgasmed rolled over her like a tidal wave.

I'm going crazy! she thought. This is it! This is it! Please, let this be it!

"Ugh!" Ben grunted. His legs turned to jelly as he thrust into Charmcaster one last time. He

stayed on his feet just long enough to pull his cock out of her body, and then he sank to his knees. "What

do you think?"

Gwen waved her hand in front of Charmcaster's face. "She's blacked out."

"Looks like I'm back at the top of my game," Ben said, climbing onto the bed. He lay down and

rolled over, right next to Charmcaster. "Do me a favor, will you Gwen?"

"Yes, Ben?"

"Tell the other girls that I'll...I'll..." He yawned so long that his jaw nearly unhinged. "I'll be out

tomorrow night. After that, Charmcaster will help us get ready to trap the other Gwen."

"The other Gwen? How are we going to do that?"

"We'll ask her when she wakes up. Right now, I'm going to sleep."

"Wait."

Ben kept his eyes open. "Wait for what?"

"Before you go to sleep, will you make me come?" she asked, gently. "Please?"

Ben yawned, but he got back on his feet and laid his cock in between Gwen's soft, massive tits.

"You're going to have to work for it."

"Don't worry," she grinned. "I've been waiting for a long, long time."

The next morning, Charmcaster awoke between Gwen and Ben in the Rustbucket. She moaned

and rubbed her eyes, struggling to sit up straight as her aching arms pressed agaist the thin mattress in the

back of the motor home.

Where am I? she moaned. She tried to get up, but soon she realized that Ben and Gwen were

clinging to her arms like stuffed animals. "Ben? Gwen?" "Don't get up," Ben moaned. "Just go back to sleep." "Sleep with us just a little longer," Gwen whispered. "I'll give you your breakfast later." She

reached up feebly and squeezed her own breast. A bead of milk welled up from her nipple. "Just sleep a

little while longer, baby." "Milk...boobs?" Charmcaster looked down at her own chest, and suddenly she remembered.

"I'm...I'm big," Charmcaster stammered. Her breasts were the biggest she'd ever seen—bigger

than Gwen's, and bigger than all of the girls she had seen outside. They were so heavy that she could

barely lift them off the mattress.

"Ben must have filled me up with so much cum that...oh my gosh!" Her eyes fell immediately on

her stomach.

She had seen it the night before, as big as the full moon and ten times closer. Now, as it stood

before her like some sort of mound in the earth, Charmcaster reached out and touched her pregnant belly.

Immediately, something inside of it moved.

"I'm...pregnant..."

She laid her hand over the top of the belly, caressing the tightly stretched flesh. Her stretch marks

itched, and it felt like she was carrying a bowling ball inside of her stomach, but soon she felt something

stirring between the tight, thin flesh again.

"I...I felt it!" she screamed.

"Huh?" Ben moaned. "What?"

"I'm pregnant!" Charmcaster cried. "What...what did you do to me? I...I can't have a baby! I'm a

sorceress! I don't have the time—"

"It's okay, honey!" Gwen wrapped her arms around Charmcaster's shoulders. "It's alright!" she

laughed. "You're alright, trust me."

"But...but...but...I'm big!"

"Hey, it's alright," Ben said, wiping away her tears. "Don't worry about it. You look beautiful."

"I...I know," she sobbed.

"That's right." He kissed her on the tit. Instantly, a bead of milk welled up out of her swollen,

darkened nipple.

"Oh!" Charmcaster blushed. "Milk...I can make milk now, too?"

"Good," said Gwen. "I was getting hungry."

"Now wait—oh!"

Gwen latched into her breast and started sucking. Before Charmcaster could do anything, Ben

latched onto the other one. Soon, her two enemies were draining both her breasts, gently sucking and

turning Charmcaster into the happiest she'd been in years. She wanted to yell and throw them off the bed,

but as they continued to suckle, she felt her anger slowly draining away, just like her milk. She lay back,

letting Ben and Gwen nurse. She balled up a pillow so that she could look up at her massive tummy.

She was so big that she could have been carry three children, maybe four. Her abdomen was

stretched so tight that her belly button had popped out of her body.

She reached around, hugging Ben's cock in one arm, and grabbing Gwen's tit in her hand. Days

eventually passed, and soon Charmcaster forgot why she had come at all. Now, she was so excited, that

she didn't want to do anything else.

Chapter 3: Chapter 3: The Cum Trap

Chapter Text

"Oh my God..."

Gwen was at a loss for words. It was her—that is, it was the other universe's version of her—laying in the middle of the town square on a patch of grass so that anyone just driving through could see her naked body. When Gwen last saw herself, she had K-cup breasts, and she was pregnant with triplets. It wasn't a good look for her, but she at least had gotten revenge on the punk that did it to her.

Now, her double was lying in the square with a stomach the size of a delivery truck. She must have been carrying dozens of babies. Gwen could see the movements of the Pregnant Gwen's stomach. The children were squirming around inside of her like puppies in a sack. Her head was resting in between her breasts, which were the size of bean bag hairs.

"Oh," she said as if waking from a dream. "It's you." She suddenly seemed to look very discouraged. "Ben's waiting for you, you know."

"Gwen, what happened to you? What did he do to you?"

Her face turned bright red, and Pregnant Gwen was so overwhelmed that she looked like she was about to melt. "He...he gave me the greatest month in my life," she shivered. "I've never seen Ben so excited. We made love almost every hour. Ben didn't even want anyone else. He just wanted me."

"It's alright." Gwen raised her glowing hand over Pregnant Gwen's body and used her magic to read her body signals, trying to figure out if there was anything that she could do for her. "Just rest and try not to talk too much."

"But it was amazing!" she squealed. "I don't know what it was, but one minute Ben was as miserable as could be, and then the next he was an animal! He pinned me down in the Rustbucket and told me 'You're not going anywhere for a long time.' I was so frightened. I'd never seen him so excited before, but he just plunged in and—oh!" she squealed. "I can't believe it. I'm still tingling just to think about it.

"Okay," Gwen cringed. "I know that you two really like each other, but this'll be much easier for me if you just stop talking—"

"But it was amazing!" Pregnant Gwen continued. "Ben has been so free with himself lately. Ever since he grew that massive cock, I expected that he wouldn't be able to limit himself to one woman. I was just happy knowing that I was his main girl. I mean, I knew he could never replace me. I'm his cousin, after all—"

"Please, stop talking."

"But I didn't realize how much I was missing!" Pregnant Gwen's eyes sparkled like fireworks. "I was so scared that he would only want to have sex with me. I didn't want to have to make love so much, but..." She cried out like a sow in heat. "Oh, Ben! I'm sorry I ever doubted you!"

"Well, you've got about sixty babies inside of you." She hoped that by talking she could convince her double to stay quiet. It didn't work."

"It's not enough! I want 600 babies! I don't care how big I have to get. In fact, I hope I never stop growing!"

"So, if Ben's so great, why the hell did he leave you out here in the middle of town?"

"I'm sure he has his reasons," she sighed. "It's been so wonderful, laying out here in the warm sun, showing off my stomach, and these!" She sank her hands into her giant breasts. Every single person in town has been staring at me. I'm a marvel! I'm a monument to our passion, filling with dozen of tiny miracles!"

"yeah, and who's going to take care of those little miracles when you finally give birth?"

"I will," Pregnant Gwen beamed. "I'd do anything for that man."

"Listen," Gwen said. "I've had enough. I've been traveling with Ben in my other universe, and do you know what? He's a big dweeb with a big head and a tiny brain. Your Ben is the same way," Gwen explained. "Except your Ben has a giant cock that he strokes almost as much as his ego. It's made him think that he's a big man. That's why I took him down a peg the last time I was here. I impregnated him to show him what it was like to carry a baby instead of just making the girls do all of the work."

"And it was amazing, wasn't it?" Pregnant Gwen was smiling so wide that Gwen could almost her hear teeth squeaking.

"What are you talking about?"

"Wasn't it amazing to hold him? Wasn't it amazing to slide straight into Ben's body and feel the sweating dripping off his body? Didn't you sense the heat and the passion between the two of you as you made love right in the middle of the diner with everyone watching?"

Gwen sighed. "Listen, just stay put, alright? I'll be right back."

"I'm not going anywhere," Pregnant Gwen said. "Where are you going?"

"I'm going to find Ben," she said, casting a spell to heal some of Pregnant Gwen's stretch marks. "If he thinks that he's going to get away with this, then I'm just going to have to prove him wrong."

"Don't steal him from me, please!" Pregnant Gwen begged. "We look so much alike. I know that you don't like him, but once you see how charming he is—just please let me have him back when you're done with him?"

"No problem." Gwen marched away. "I hand him back to you even better than he was when I found him. If he's going to make you lay in the middle of town naked with a few dozen babies in your belly, then there's no reason that he can't join you."

As Gwen caught sight of the Rustbucket, she noticed fresh welding marks in the side of the sleeping space. Someone had removed an entire section of the wall in order to get Pregnant Gwen out of the motor home and welded it clumsily back on. Still, the hole was a lot smaller than Gwen expected.

"Even when he got her out in the open, he wasn't done with her." Gwen's fists began glowing bright pink. She adjusted her pants. Her cock was firm and ready.

As she crept through the brush, however, she began to think about what Pregnant gwen had been talking about. The best punishment for Ben was to put him through what he had put other girls through, and if that meant impregnating him with enough babies to turn him into an immobile balloon in the center of town, Gwen was more than willing to mete it out.

Then again, maybe I'm a little too willing.

Pregnant Gwen was right. It felt good, fucking Ben. Gwen liked to think that there was a difference if the Ben in her universe wasn't involved, but either way, she had enjoyed it. She didn't hesitate the first time. She cast spells on both of them. The first spell bound Ben to the floor so he couldn't escape. The second one gave gwen a cock to penetrate him. Gwen absolutely knew the joy of coming inside of another person—of grabbing them by the hips and ramming straight into their ass until you were hammering them like a jackhammer. The slap of flesh against flesh, the groans of pleasure, the scream when finally she made her mate come. The excitement had never left her mind. Perhaps that was why she had never gotten rid of her cock.

Now, thoughts of ramming Ben again made her stiff. "Easy," she told herself, approaching the Rustbucket. "Remember, we're doing this to teach Ben a lesson. That's the only reason that we're doing this. Hopefully, he'll learn his lesson this time."

Then again, what if he doesn't? I'm sure that I can come up with a punishment that doesn't involve fucking Ben. I'm smart. I can figure that out, right?

Suddenly, she had a thought. What if that's the point? What if Ben is doing this because he wants me to fuck him again. It's not enough that he turned his version of me into a giant uterus. Now he wants a side-piece that's normal-sized. I mean, big tits would be great, Gwen thought, But not if I have to have sex with my alternate universe cousin to get them. Then again, I've already had sex with him.

Gwen started to realize that the longer she thought about the situation, the stranger it became.

Stop! You're over-thinking this! Just get in and teach the dweeb a lesson. Who cares if you have fun? Of course punishing Ben is fun, she smirked. If only it were this easy at home.

Gwen burst through the Rustbucket door. There was ben, sitting on his bed, with his arms wrapped around his massive cock.

"Alright, dweeb, get up!" Gwen ordered. "I saw what you did to me out in the square and you...you're not going...to..."

"Hello Gwen," Ben said calmly. "It's good to see you. Is something wrong?"

He was beautiful. Gwen had never thought of Ben as beautiful before, but now that he was sitting there, wearing nothing but his tighty-whities with his cock sticking out through the fly, Gwen's heart started pounding. His stomach was a small, protruding bump. It was small, but tight, and his chest had tiny buds, as if his breasts were struggling to push out from beneath his nipples. His hair was gorgeous. He had a gleam in his eye that mean his irises look like emeralds. He even smelled good. Gwen had expected the Rustbucket to smell like sweaty socks, corn chips, and body odor, but instead if smelt fresh, like tiny field flowers and milk.

"What...what are you doing?"

"Nothing," he said. "I was just thinking about jacking off. I've been by myself all day." He ran his soft hands up the length of his smooth, thick cock. The skin shone in the little bit of light that shone through the window. "Still," he said. "Now that you're here, maybe you'd like to help me out."

Gwen's penis was full erect. Quickly, she clamped her hands over her crotch.

"I can't do that," she laughed. "That...that would be crazy. I mean, you're a big boy—not in that way—well, you are, but...but I..." She laughed nervously as she paced around the motor home. "I don't want to get in the way."

"Oh, you won't be in the way," he smiled.

Gwen's pants were getting tighter. Gwen had owned her cock long enough to have experience with unwanted boners, but this one was raging hard. Her cock felt like it was over a foot long and getting longer, stretching out her tight, white pants so much that it looked like she was pitching a tent inside the camper. She tried to push it down, but her erection just kept rising until finally she frantically pushed her cock down between her legs and squeezed her thighs shut.

Ben didn't give her a moment's rest. He turned to face her, letting his testicles hang over the edge of the bed. They were just as massive as they were before—bigger than Ben's head—but now when Gwen looked at them she wanted to grab on in each hand, lifting them up to her face and smother herself in his scrotum. Just the thought of it made Gwen's face turn red. It was demeaning and filthy, but so sensual and arousing.

"I'm glad you came, Gwen. Ever since the other Gwen got so big, I had to put her outside so that I could have enough room to move in here. She's got monster tits and a giant belly, but she's not as cute as you are. I recognized it when I first saw you, Gwen. You're way cuter than her."

"R-really?" Gwen stammered. "No! Stop talking! You turned Gwen into a huge blob! You...you're not allowed to do that. I won't let you get away with it."

"But I need sex," he moaned. "You don't understand, Gwen. "My cock...it's so long and thick."

"Please, don't!"

"It's big and strong but it's so sensitive. I need to breed because of the omnitrix, but sometimes my balls are so full. They fill up and get bigger, and heavier, and more sensitive, and my cock just gets longer, and thicker, and juicier..."

"You...poor thing—I mean, you dweeb! You're nothing but a big...uh, a big...big...big..."

Speaking of big, Gwen could feel her own cock creeping down the leg of her pants. It was pulsing. With every beat of her heart she could felt the stretchy cloth tightening. She could feel the soft underside of her penis slithering down the length of her leg. Her pants kept getting tighter and tighter. Oh my God! she thought. I can't be getting this hard! If I keep looking at Ben, I'm going to explode. He's so beautiful! His face is so smooth and handome. His chest is tender and lean. His belly is so tight and cute and his cock...

Ben hosted himself off the bed, lifting his balls into the air so they could swing to and fro. His cock seemed to reach all the way across the motor home, so close that Gwen could touch it. A string of drool dripped from the corner of her mouth.

"Come on," Ben teased. "Why don't you come over here. I'll blow you up, nice and good. I'll give you a couple of G-cups. We can have half a dozen babies. You'll be big in no time, and we can be together forever."

Something's wrong! I...I don't love Ben, do I? I can't love Ben. He's such a dweeb! He's a creep. He's an idiot!

He's also your cousin, a voice in her head replied. Maybe start with that, next time.

That voice! Gwen turned around. I know that voice, but it can't be!

"Oh, it's me alright, Tennyson." Charmcaster stood in the cab of the motor home, her hands weaving a spell. She was naked from the waist up, making sure to show off her tight, round belly and her round, perky breasts. "I don't blame you for not expecting me. I didn't expect to stay here for long, but Ben," she sighed. "Oh, beautiful Ben! He convinced me that we could get revenge together, and now..." She pointed to her big breasts. "Here I am! How do I look, Gwen?"

Gwen's hands began to glow. "Like dead meat—"

"Gwen, dear?"

"Yes?" she squealed. Gwen forgot all about Charmcaster and turned to face Ben the moment she heard her name. "What is it, darling?"

"Darling?" Ben chuckled. "Wow, Charmcaster. Your charm spell is incredible."

"It's nothing, really," she blushed. "But I'm so glad you like it, Ben."

Gwen shook her head. She turned her back and Charmcaster and she called Ben "darling". This can't be good! I need to resist him somehow. I need to think of something, but it's not easy thinking with these super tight pants.

Gwen realized, much to her humiliation, that her boner was out of control. Every time she tried to clear her mind and think, she couldn't think about anything except the way her penis was rubbing against her leg. She couldn't get her mind off how hard it was and how desperately she wanted to come. It was safely tucked down the leg of her pants, but Gwen had only had a penis for a month. She wasn't sure how hidden it was or how long it would be like this. She was so stiff that she wasn't even sure she could move.

Damn it! Now I'm thinking about my penis again instead of figuring out how to escape. Is this was all boys think about?

Suddenly, she touched the floor.

Wait a minute, Gwen paused. I'm touching the floor? How could I be touching the floor? The only part of me touching the floor is my feet, but...

Suddenly, a cold chill ran down Gwen's spine. Slowly, she looked down. The head of her cock had emerged from her right pant leg, and the dark, crimson head was touching the dirty floor of the Rustbucket. Her eyes traveled upwards. Her cock had grown so long that it traveled down the length of her pants leg it had emerged from the cuff, but the rest of it was stuck underneath the taut, thinning fabric of gwen's pants. Her cock had grown so big and so thick that gwen could see every skin fold, every vein, and every groove. She could even see her penis pulsing beneath her pants. It was outlined in such detail behind the stretchy fabric that it was practically like she wasn't wearing anything at all.

Let's not forget her balls. They were the size of grapefruits, nestled in the crotch of her pants, and still swelling as she grew more aroused.

"Well," said Ben. "I guess now you know what it feels like, huh?"

"Charmcaster!" Gwen spun around. "You did this to me!"

"Mm-hmm," she giggled. "And I'm still doing it. Take this!"

"Ah!" Gwen's balls continued to swell. The sensitive orbs were getting heavier as they filled with cum. Gwen's pants stretched audibly, but they held together. Ben and Charmcaster could see everything through the tight fabric, but Gwen hoped to hold onto at least a shred of her remaining dignity.

"I think she likes it," said Ben.

"Let's test that out."

"Ugh!" Gwen groaned. Her cock pulsed like a fire hose. It grew thicker. Gwen felt like she had a fire hose stuffed down her pants. Her dick was already thicker than her leg. The fabric creaked again as her penis grew even larger.

"Oh...oh God..." Gwen covered her balls as the crotch of her pants split open. She couldn't even lift them. They were so heavy, and Gwen was so weak from arousal that she could barely move.

R-r-r-rip!

A big split opened up in Gwen's pant leg. She could see the pink flesh of her engorged cock shrinking through the hole.

Rip! The hole grew larger. Rip! The tear was spreading up the length of her leg slowly, inch by inch. Her cock seemed to bow outwards, and if trying to get free. It was stillheld close by the elastic around her ankles. The pants cuff was wrapped around Gwen's cock like a handcuff. The giant head was swollen and red, pulsing with arousal. The more aroused Gwen, the tighter the cuff grew. Gwen heard little strings of elastic snapping one by one like rubbed bands that had stretched too tight.

Her balls were hanging out through the hole in her crotch. Gwen was afraid to touch them. She knew what it meant to fondle herself. She was afraid that if she started touching them, she'd never be able to stop.

"This is taking too long," Ben complained. "Can't you make it go any faster?"

"Patience," Charmcaster drooled. "Don't you want to savor the moment?"

"I want her to be on her knees," Ben said.

"She will be, when I'm done with her."

"Why?" Gwen said weakly. "What are you planning to do to me?"

Ben grinned. "I'm going to give you everything I gave to the other Gwen, and more."

That did it. As soon as Gwen head that, her cock surged so volently that it ripped through wheat was left of her pants and turned them into tatters. Gwen's cock sprung into the air like a springboard. It flipped upwards so quickly that Gwen nearly lost her balance. She would have fallen on her face if Charmcaster hadn't grabbed her shoulders and held her back.

Her cocks wobbled in front of her the way that a diving board wobbles when a full grown man jumps off into the pool. Gwen was relieved that it wasn't trapped in her pants, but now she was terrified. The penis was almost longer than she was tall. Her balls were the size of basketballs, and as they hung down from between her legs they Gwen heavier and heavier. They were full of cum and aching to be emptied.

"Change me back!" Gwen cried. "Please!"

"Why?" Ben smirked. "You've finally got something that will distract people from your giant butt."

"You don't understand! I've been able to hide my new penis so far, but this..." She stared at it with fascination and horror. "There's no way that I can hide this!"

"Maybe you're right," Ben said.

"You're more cock that you are girl, right now."

"Hey, I have an idea!" Ben laughed. "Why don't you just disguise the rest of your body, and you can live the rest of your wife as a giant, walking penis? I think it works pretty well, considering what a dick you are."

"Ben!" Gwen gasped. "Don't call me that! Don't you understand?" she blushed. "You...dont' know what you're doing to me." She tried to hide her face, but she was so red that Gwen was nearly glowing. She turned around—no mean feat inside the tiny space of the Rustbucket. Every time she tried to turn her cock would hit the sink or the table. Gwen tried to turn the other way, but then she hit the wall and the show. She grew increasingly flustered, embarrassed by her giant cock and afraid that she could come if she didn't make the right move. Finally, she couldn't take it any more and hugged her penis to her body so that it would stand up straight. It didn't touch the ceiling, like she feared, but when she wrapped her arms around the shaft of her massive organ, she could feel its warmth seeping into her body. She held it against her chest. Gwen's cheek touched the firm shaft with its tight skin. Her arms squeeze the soft underside of her penis and slid along the tight skin. She turned as quickly as she could, squeezing her eyes shut so that she at least wouldn't have to look at it, but in a way that made it worse. All she could fpocus on was the feel of her penis against her body, and it was incredible.

Finally, Gwen turned all the way around and let go of his cock. She opened her eyes. Charmcaster was ready for her.

"Are you ready?" Charmcaster asked. She was standing on her hands and her knees, and she was wearing no pants.

"Ready? N-no..."

"Not yet?" Charmcaster grinned. "Well, let me help you." She reached back and slid her fingers into her gleaming cunt.

Gwen's mind whirled. "What...what the...how...you..."

"Come on, Gwen." Charmcaster slapped her own ass. "You know what to do."

"Go on," said Ben.

Gwen, mesmerized by the sight of Charmcaster's bare cunt, and already enflamed with desire, couldn't figure out what to do. I can't do this! I want to make love to Ben—no! I don't want to make love to Ben, but does that mean, I should make love to Charmcaster instead? She's sitting right there. If I could just get out all of this energy—if I could only let loose all of this frustration on her. Wait a minute...no! Gwen clutched her hair and tried to think clearly. This is all a spell! I don't want to have sex. I can just go home and jerk off...alone. Alone...

Meanwhile, Charmcaster backed her ass up. Looking over her shoulder, she had Gwen's cock in her sight. Slowly she guided her cunt to the target, and then which one firm step backwards.

"Oh!" Charmcaster moaned.

"Oh!" Gwen gasped. She barely moved. Instead, she watched as Charmcaster back her ass even further up, rubbing her crotch along the tip of Gwen's shaft.

"Gwen, please," she moaned. "Don't just stand there. I'm so hot right now. I can't think about anyone else but you. Please," she moaned. "Please, don't leave me this way."

I can't think until I finally come! I can't stand it anymore! Gwenreached forward and grabbed chamcaster by the hips.

"Yes," Ben chuckled. "Go ahead, Gwen."

"Yes!" Gwen grinned. She placed her cock against Charmcaster's cunt, and slowly, eagerly pushed in.

"Ah, yes," Charmcaster sighed. "So good. You're so big, Gwen!"

"You don't know the half of it!"

Soon, chamcaster lay on the floor, knees on the floor, ass in the air, face on the ground as Gwen pumped her from behind. "Heh, that's it," she stammered. "Ben can do better than that. Are you saying that you can't even do better than Ben—oh!"

"I'll show you what I can do. Is this what you want? Is it?" Gwen raved.

"Yes...y-yes! Oh my God..." Charmcaster could barely speak. Her eyes looked to the ceiling. Gwen's balls slapped against Charmcaster's thighs. They were alwready so full of cum, but Gwen wasn't letting them drain right away. She wanted to draw it out, make them bigger, and teach Charmcaster a lesson.

This'll teach her, she told herself as she hammered away at her nemesis's ass. She wants my dick big, huh? She wants to help Ben? I'll show her!

Gwen could feel her balls swelling. She loved the sound of them slapping against Chamrcaster's thighs. She loved the feeling of tighteness in her groin, and the anticipation, knowing that once she was ready she was about to blow. This was going to be a big one. This was bigger than she'd ever been in her life, and she was going to blow her load straight into Charmcaster, blowing her up like a balloon.

"Please!" Charmcaster cried. "Give it to me, Gwen!"

"Not until you say I'm the best!"

"You're the best!" She squealed. "You're the best sorceress! You're the best fuck in the world. You have the greatest cock I've ever known!"

"Wow," Gwen laughed. "You sure gave up easily."

"Gwen! I don't care!" cried. "Just give it to me! Give it to me, now, please!"

"It's coming..."

"Oh...oh gosh!"

"I'm coming!"

"I'm...coming...too!"

Gwen couldn't take it anymore. Charmcaster was so hot and her voice was climbing higher and higher as she reached orgasm. She tried to hold back, but it just wasn't possible any longer.

"Eep!" squeaked Charmcaster. "I'm...filling up!"

Gwen, still coming, was almost delirious with pleasure. Still, she could see Charmcaster's stomach beginning to swell.

"It's so warm inside! It's filling me up all over. I'm...I'm...growing!"

Charmcaster's stomach quickly touched the ground. It was so full that it started bulging out on either side. Not only that, but her buttocks were growing too. Each butt cheek is like a balloon filling with air. Charmcaster's small, perky breasts so swelled so largely that they pushed up into her face. Her thighs swelled up. Her arms swelled up and her cheeks puffed out. It was as if her body was soaking up semen like a sponge, unable to let go of even a single ounce. Her stomach grew so large that it started to lift Charmcaster off the ground.

Soon, she was round like a ball. Her limbs hung lifelessly over the sides of her stomach, twitching every once in a while the aftershocks of pleasure crisscrossed her body like electrical pulses on a busted circle. She was panting heavily and grunting like a pig. Her body was covered in sweat. Gwen couldn't see her face, since she was still penetrating her from behind, but she imagined Charmcaster's tongue hanging out of her mouth with a stream of drool trailing from her trembling lips.

Gwen shot the last of her juices into Charmcaster. As the last waves of her orgasm faded away, she carefully withdrew her dick from Charmcaster's cunt. Quickly, her penis started to grow limp. It shrank by a foot or two, but still, it was enormous, trailing along the ground in front of Gwen like a serpent.

"Alright," she panted. Her knees shook as she turned to face Ben. "I hope that you're ready for another round, dweeb because as soon as I rest, this thing is going straight up...your...ugh..."

Gwen fell to her knees. She tried to stand, but her legs felt like lead. All her arms could do was brace against the floor to keep her face off the dirty tile. She stayed there for a long time, panting for breath and trying to move, but she couldn't leave that spot. Ben walked up to her, getting so close that she could have punched him in the balls, but she could barely keep her shaking arms straight, let alone throw a decent punch.

"Looks like you're worn out," Ben smiled. "Good job, Charmcaster. After making her come like that, it'll be ages before she's able to stand up again."

Charmcaster suddenly showed signs of life. "My pleasure, Ben..."

"I'll bet! Look at you two," Ben said. "Watching you two go at it made me hard again. I feel like my pants are about to explode, but don't worry." He turned to Gwen. "I'm saving this for you. If you think that you're hot and heavy now, then just wait until I get my hands on you."

Gwen, her strength fading, slowly collapsed like a deflating lawn ornament. Unable to move, she was forced to lie on the ground, growing drowsier and drowsier until she couldn't even bear to stay awake. She thought of Pregnant Gwen, sitting all the way out in the town square, blown up like a bouncy castle and full of babies. Not only had Ben tricked her into doing the same thing to Charmcaster, but he was about to do the same to her. Soon, she would become his new fuck toy, and after enough rounds with Ben and his massive cock, Gwen soon wouldn't even be able to move.

The most horrifying part, however, wasn't just blowing up like a balloon. It was the thought that after enough time, Gwen would grow to love it.

Chapter 4: Chapter 4: Cum Together

Chapter Text

"I hope you're ready, Gwen." Ben removed his shirt. There were stretch marks on his belly, and his breasts were heavy with milk, but his cock, the one part of him that reaffirmed his masculinity, was hard and ready. "I've been waiting for this moment for a long time."

Gwen's hyper-sized cock stood at attention as well. Ben and Charmcaster had tied her to the bed to make sure she didn't cause trouble. She struggled to get free, but she couldn't help staring. She had impregnated Ben herself to give him a taste of his own medicine, but his androgynous figure was something of a marvel. She sometimes found herself staring at him, forgetting about the fact that he had lured her into this trap. Besides that, struggling was almost pointless. Charmcaster stood behind Gwen, ready to cast a spell to calm her down, if necessary.

"No reason to fret, dear," Charmcaster soothed. Her pregnant belly and swollen breasts were worth staring at too. "Ben doesn't want to hurt you. He's going to make you feel wonderful, just like he did to me."

Gwen wasn't convinced. "Charmcaster, you can't let him do this to you."

"Shh..." Her hands glowed and she rubbed Gwen's temple. In an instant, all of the anxiety left Gwen's mind. "Doesn't that feel better?"

It does feel better, Gwen thought. Maybe I should give this Ben a chance. After all, look at that big, swollen cock. She licked her lips at the thought of Ben's cock pushing through her legs. Still, every time she looked at Ben's smug, self-satisfied face, Gwen snapped out of it. I can't let that little dweeb get the best of me.

"I suppose I should thank you," Ben continued, pulling down his shorts. "Being pregnant has opened up some new experiences for me—not just the negative ones. I mean, let's be honest. Who would want to get morning sickness every day, and who wants to go to the bathroom every half hour because your baby won't stop stepping on your bladder? There's been good stuff too, like these boobs." Ben cupped his breasts in his hands. "They leak all like crazy, and my nipples hurt whenever they rub up against something, but you know me, Gwen. I've always liked nice, big titties. I just never imagined what it would be like to have my own."

"It is the best," Charmcaster said. "Please, before you have sex with Gwen, couldn't I get a chance to get bigger? Please," Charmcaster begged. "Don't you want me to have even bigger breasts?"

Ben smiled. "Of course I want you to have bigger breasts."

"Yay!"

"But not now."

"Aww..."

"I've been saving up all my cum for Gwen, here." he patted Gwen on the leg as she struggled against the ropes. "I've been waiting for her to come back so that I can stuff her like a jelly doughnut. I can't spare any of that spunk on you, right now."

"But you can make some much come! What if I cast a spell—"

"No," Ben said. "I want to have sex with this Gwen, just like I had sex with my Gwen."

This universe's Gwen was lying in the middle of town, blown up with so much come and carrying so many babies that she had blown up to the size of a dump truck. The worst part was that she had enjoyed it. Gwen didn't want to be that big, but she was afraid that the moment Ben stuck his cock inside her, she wouldn't even care.

"I'm going to blow this Gwen up so big that she won't even be able to move. That way, I can have some company for the other Gwen. They can spend the rest of their lives touching each other's boobs and popping out babies, and when they're all done, I'll just fill them up again.

Gwen was beginning to come out of Charmcaster's spell again. She couldn't let Ben impregnate her. Every other woman he had come in contact with was his love slave. One thrust was all it took. After that, Gwen could say goodbye to spells, magic, and interdimensional travel. The thought was too gross to bear. It was one thing for Gwen to bugger Ben from behind and make Ben into her bitch for one night. It was another thing for him to do the same to her.

Still, she couldn't get free. Charmcaster had bound her too tightly. If Gwen kept on fighting, Charmcaster would just keep on enchanting her, and when the time came for Ben to have sex with her, Gwen wouldn't be able to do a thing. She'd be trapped inside the Rustbucket, just another sperm dump for an alternate universe version of her dweeby cousin, loving every single moment until she popped like a balloon.

To turn the tables on Ben, she would have to outsmart him.

No problem, she grinned.

"Let's do this!" Ben laughed, taking off his pants. His giant cock stood straight out underneath his swollen belly. "Don't worry, Gwen, I'll be gentle."

"Maybe I should put another spell on her," Charmcaster suggested. "You never know when she might cause trouble."

"She's fine. We've got her under control. She hasn't been able to cast a single spell since you made her cock bigger." Ben stroked Gwen's drooping penis. "What do you say, Gwen? You want a little foreplay before I get started?"

"Fine."

Ben blinked. "Fine?"

"Sure, go ahead. You can stroke my cock."

Ben and Charmcaster looked at one another.

"This must be a trick," Charmcaster said. "I should cast a spell on her so that she's more passive."

"What's the fun in that?" Ben scoffed. "I don't want to have sex with her if she's going to be in a trance. Besides, I want her to enjoy this, just like the other Gwen did."

"She'll enjoy it plenty if I brainwash her."

"That's true," Gwen added

Ben shook his head.

"But why?"

"Because I said so."

Charmcaster gritted her teeth. "Fine, but whatever you do, don't stroke her cock. She's planning something."

"You have a point." Ben looked at Gwen's naked chest and grinned. He sunk his hands into her breasts. "Never mind the foreplay, Gwen. How about we start with a little snack? I haven't had a girl with such small tits in a long time."

Oh, you're going to pay for that, Gwen fumed.

"How about you use those little bitty tits of yours to give me a paizuri?"

"Paizuri?" Gwen frowned. "What the heck is that?"

"You don't know what paizuri is? That's where you rub your boobs on either side of my dick until I come in your mouth. Jeez," ben laughed. "I thought you were the bookworm, Gwen."

"What the hell kind of book tells you about that?"

"Don't you read from manga?"

"You're thinking of hentai, you little—never mind," Gwen sighed. "Just put your dick on my chest and loosen these ropes."

"Loosen the ropes?"

"Yeah, the ropes around my wrists."

"Why?"

Gwen gave him a look. "Ben, do you want me to rub my boobs against your cock, or not?"

"Oh! Duh!" Ben slapped his forehead. "I wasn't thinking for a second. Let me untie those for you—"

"Wait!" Charmcaster jumped in front of Ben before he could untie the ropes. "This is a trick too!"

"What kind of trick?"

"She just wants you to untie her so that she can cast a spell or something. That's why she's agreeing to do this."

"Hey, you're right!" He smirked at Gwen. "You thought you could trick me, didn't you?"

"Look, if you don't want me to rub my boobs on your dick, that's your problem. I'll just suck it."

Ben lit up. "Okay—"

"Hold it!" Charmcaster said.

"God damn it, Charmcaster! I just want to have sex."

"I know, but you don't know this girl as I do. I've fought her in a different universe, and I'm sure that there are other universes where we've clashed over and over again. You can't trust this girl any more than you can stand next to her at a urinal."

Ben was smoldering. "Fine, what can I do?"

"Just put your dick in her pussy and have normal sex, already."

"Aw, but that's boring!"

"Ben!" Charmcaster snapped. "What's wrong with you? You just want to blow her up, don't you? What difference does it make how you do it?"

"You don't understand!" Ben growled. "I don't want to just have sex with Gwen. I want to have awesome sex with Gwen. By Gwen was amazing in bed. She had so much fun, even when I was filling her up with cum and babies. She never got tired, and she was up for almost anything. Look at this one!" Ben pointed. "She gave herself that dick. Just imagine what she'd let me do to her."

"Hey Ben," Gwen grinned. "You want to do me from behind? My back door is wide open."

"See?" Ben was frantic. "Come on, Charmcaster, just let me do one thing—"

"Ben!" Charmcaster snapped. "I'm not doing this to get in your way. I'm trying to protect you."

"Don't listen to her, Ben," Gwen said spreading her legs wide open. "Come on in. I'm just aching for your big cock to go straight inside my pussy."

"See?" Charmcaster said. "Does that sound like a thing that Gwen would say? She's trying to trick you."

"Well, maybe this alternate universe version of Gwen is sluttier than my Gwen."

"Just have normal vaginal sex with her and get it over with."

"Ugh, fine." Ben grabbed Gwen's legs, but he had been arguing so much that his cock had softened. "Great..." he stared at Gwen and stroked himself. "Now I have to warm myself up again. I hope you're happy, Charmcaster."

Charmcaster rolled her eyes.

As ben was stroking his giant dick, however, it rubbed up against the head of Gwen's penis.

"No! Please, don't!"

Ben and Chamcaster jumped back. Gwen screamed so loud that they were both stunned.

"What the hell was that all about?" Ben demanded.

"Nothing," Gwen grumbled. "It's nothing. Don't worry about it. Go ahead and have sex with me. I don't care."

Charmcaster was unconvinced. "What did you do?"

"Nothing," Ben said. "My penis just touched hers—"

"Never mind!" Gwen shouted. "Who cares what happened? Do you want to have sex with me or not?"

"Do it again," Charmcaster said.

"Ben, don't listen to her."

"Why not?" Ben smirked. His cock was stiffer now. He touched his and Gwen's penises together.

"Okay," Gwen shivered. "You've had your fun, now just get it over with."

"Why are you so nervous, Gwen? For that matter," Ben said, "Why are you so aroused?"

Her cock was harder than ever.

"N-no reason."

Ben put his finger inside Gwen's cock. It was oozing with pre-cum, getting slicker and slipperier whenever their penises touched. "So," he said. "You like playing around with your dick. How about a nice blow job to get in the mood?"

Gwen nodded. "Yeah, that's fine. I'd like that."

"Maybe you'd like to have a paizuri," Charmcaster said. "Want to put your dick between Ben's tits?"

"Yeah, sure," Gwen panted. "Let's go with that. That will be fine."

Charmcaster turned to Ben. "She's hiding something."

"You know, her cock feels good inside."

"What do you mean?"

He stuck his finger into her urethra, all the way down to the knuckle.

"Ah!" Gwen moaned. "Oh God, please..."

"It's so slick and moist in there," he said, sliding his finger in and out. "It's kind of tight in there, too."

"Oh," Gwen moaned. "Oh Ben, please! I can't take it."

"What's the matter, Gwen?" Ben smirked.

"Please..." She arched her back and her muscles grew tense. Gwen tried to wriggle out of her bonds, but Charmcaster stopped her.

"Do it again, Ben."

"No!" Gwen cried. "Stop it, Ben. I'm warning you."

"She's flush," Charmcaster said. "She's enjoying it."

Ben frowned. "So, why doesn't she want us to do it?"

"Talk," Charmcaster said.

Gwen gritted her teeth and shook her head.

"Ben..."

Ben slipped two fingers into her urethra this time.

"Oh!" Gwen groaned. Still, she wouldn't say anything.

Charmcaster shrugged. "It seems like we've found her weakness. What do you say, Ben? Are you down for some dick fucking?"

"Sounds good to me! This dick of yours is so thick, Gwen. Maybe it's thick enough to take me."

"What?" Gwen gasped. "Ben, don't!"

"Is that good enough for you?" Ben asked Charmcaster.

"Definitely."

Ben's cock was rock hard. He touched the head of his penis to Gwen's. Hers was bigger by far, but Ben wasn't interested in outgrowing Gwen. He wants to stick his cock inside of hers.

"Ben," Gwen panted. "Please, listen to me..."

"You're so wet inside there. This is going to be a snug fit, but it's gonna feel so good."

"Ben, listen!" Gwen cried. "Don't do it, please!"

"Why not?"

"Because my balls will get pregnant!"

Ben and Charmcaster glared at her and then burst into laughter.

"I'm serious!" said Gwen. "If you come inside my dick..." She struggled to say the words, her face turning red from embarrassment and arousal. "Please, I'll let you impregnate me the old-fashioned way, but don't do this to my balls."

"You're serious?" Ben asked.

Gwen nodded.

Charmcaster was so excited that she could barely sit still. "Ben, you have to do this."

"Please," Gwen begged. "Please, I'll let you do anything you want. Just please, don't go in there! I don't want my balls to get pregnant. They're too big already. It's been so hard just to walk with these big testicles swinging between my legs. I understand what you boys go through now," Gwen admitted. "If I end up carrying a baby in each of them, it's going to be impossible to move with these giant things between my legs. Listen to me, Ben," Gwen begged. "Don't do this!"

"Well," Charmcaster cackled. "Looks like we've got her right where we want her. "What do you think, Ben?"

His eyes sparkled. His cock was rock hard. Still holding onto Gwen's legs, Ben pushed his cock against the tip of her penis.

"Ben, don't!"

"I'm through with waiting," Ben said. "I'm not going to stop now, besides," he added. "I can wait to see you with those giant testicles."

"Ben, think about it! I'll be able to carry more babies in my womb. You want me to be big, don't you? Please, don't! I can't take it!"

"It'll be alright," he said, as he slid his cock deep into her shaft. "I'll knock you up the normal way later after I've had my fun."

He pushed his cock deeper.

"Ugh!"

Charmcaster watched with increasing glee. "Finally, I can get my revenge." She reached up and pinched her nipples. "Sweet, delicious revenge."

Ben's eyes sparkled with desire. He had never felt anything so intense. The novelty of penetrating Gwen's cock like some giant sleeve was overwhelming. After penetrating countless women, this was different. Gwen's urethra was so snug and so moist. He slid in further, savoring the sensations of her pulsing, muscular member.

"Oh...oh Ben!" Gwen moaned. "Please, don't. If I start to like this, then...then..."

"You'll never stop?" he suggested. He pushed in a little further.

Gwen's eyes widened. She was getting harder, and the harder she got, the more she squeezed Ben's cock inside of her. Ben could feel the pre-cum trying to get out of her cock. He was stopping her up like a cork, keeping any fluids from getting out. The fit was very tight, but he slowly pulled himself out, sliding back one inch at a time, until finally, he came out completely.

"Oh!" Gwen cried.

Slippery fluid splashed onto the floor, creating a small puddle on the floor of the Rustbucket. Gwen's chest heaved, her face was bright red, and her body was soaked in sweat. Ben could see her little nipples through her soaked, transparent shirt.

"You liked it, didn't you?"

Gwen's face turned maroon.

"You know, it's funny when you think about it," Ben said, smearing Gwen's juices all over his plump, swollen cock. "You made that cock so you could fuck me. You're pretty proud of it, I guess, since you decided to keep it. Now, your cock is what's getting fucked. Isn't that funny, Charmcaster?"

"Yes," she moaned, rubbing her tits. "Less talk, more sex!"

"Jeez, you're getting off on this?"

"Of course I am! You don't know how long I've been waiting to see Gwen Tennyson humbled. She is powerless. She's being strapped down, and her big cock is just standing straight up, waiting for...oh!" Charmcaster moaned. "It's so delicious that I can't stand it!"

Ben ignored Charmcaster and turned his attention back to Gwen. "Ready for more?"

"Ben," she groaned. "Please..."

"Yeah, yeah, I know. You're going to say, 'Please don't do this,' again, aren't you? Well, I think that we're beyond that." Ben slipped his lubed-up cock into Gwen's penis again. He watched Gwen's face as her expression turned from fear, to surprise, to excitement, and then to ecstasy.

"There's no point in lying, Gwen. You know you like this."

"It's...it's...it's not true!"

"Really?" Ben smirked. "So, you won't mind if I go deeper."

"Deeper? No, wait—"

Ben pushed his cock in, all the way up to his balls.

Gwen's mouth gaped, like a fish out of water. Her eyes were perfectly round, and the corners of her mouth turned upward in a reluctant, yet unhinged smile.

"Heh-heh," Ben slid out, and then in again. He started pumping his hips back and forth. He could feel Gwen's heart pumping through his cock. The blood was surging through her cock and surrounding his cock. Soon, Ben's heart was pounding. "You feel that?" he panted. "That's my dick, blowing up with every heartbeat.

"Y-yes..." She gripped the headboard with her rope-bound hands. "Yes..."

Ben pumped his hips faster. It was an odd sort of humping that he did. Gwen's cock was thick like a long, but it wouldn't sit still. Ben had to hold it down on the bed so that it wouldn't bob up and down or move side to side. He could feel Gwen swelling. He could see her balls filling up with cum as she grew more and more aroused.

"Oh, Ben!" she squealed. "Don't stop! Please, don't stop, ever!"

"That's better!" he grinned. "I knew you loved this. I just knew it!"

"Keep going," said Charmcaster, her fingers deep in her cunt. "I can't wait to see those balls of her impregnated with your seed."

"Don't make it creepy," Ben growled. Still, he was having the best sex of his life. He could see the excitement in Gwen's eyes. She smiled at him.

Even though all of this, Ben thought as he humped Gwen's giant cock. She's still smiling. She's just like my Gwen, just a little wilder, a little more stubborn, and a hell of a lot kinkier. I wish I was right up against her. I just want to kiss her, but penetrating her penis means that I have to be down here. I mean, this feels awesome, but it would be a lot better if we could just look each other in the eyes and kiss. Now I need a pair of binoculars to see Gwen's face.

Gwen cried out in ecstasy as Ben fucked her.

At least I get to do this for the rest of my life, Ben grinned. I swear, I haven't had this much fun since I first found the Omnitrix. I can't wait to see her balls get huge! I think it's gonna happen. It's happening. Ben gritted his teeth. His cock was swelling. His balls were full to bursting. I just need to draw this out for a little bit longer. I can't stop. This is amazing!

"Ben! Ben!" Gwen screamed. "Just keep going a little bit longer."

"I'm trying," he grunted. "Your cock...is so...delicious!"

"Ha! Delicious!" Gwen tossed her head back on the bed and cried out with glee. "I was wrong—so wrong! I don't care if you knock up my balls. Keep fucking my cock, Ben! Just keep fucking. I want more. More!"

"I'll try..."

"Don't give up! I'm still getting there. Just a little bit longer."

"I'm doing it," Ben panted. "I'm doing it!"

"Yes!" Charmcaster cried out. "Keep going, both of you! I'm almost there too," she moaned. "Almost there... keep going...keep going..."

Ben wanted nothing more but to keep fucking Gwen, but he was close to coming. He didn't want to stop, but Gwen's cock felt so good, and his penis was so deep inside that he was getting closer and closer to orgasm every single second. He slowed down his pace, trying to draw out the last moments, inching closer and closer to ejaculation. Ben kept on thrusting, but he was about to burst.

"Yes!" Gwen moaned. "Yes! I'm gonna come!"

"I'm gonna cum too!" Ben cried.

"I'm almost there!" said Charmcaster. "It's coming! I can feel it."

Ben's cock swelled, squeezing the insides of Gwen's urethra. She cried, "Fill me up, please!"

Ben went into overdrive. Thrusting over and over again, he shouted, "I'm coming, Gwen!"

"Ben!" she squealed. "Oh, Ben!"

Ben unleashed a flood of semen into Gwen's urethra. The pleasure was palpable. Ben felt like a toothpaste tube being squeezed in a giant's fist.

"I'm coming!" Charmcaster joined in. She was rubbing herself, masturbating to Gwen and Ben's lovemaking. Her voice reached a screeching climax as she came just a few moments after Ben.

Ben was exhausted, but beaming like the sun. He wanted to crawl up to Gwen and kiss her. He wanted to hold her in his arms and fall asleep on the bed, skin to skin, their sticky secretions binding them together until they crawled into the shower. Ben tried to pull his cock out of Gwen's cock, but she wouldn't let go.

"Gwen, are you alright?"

"I'm fine, Ben. I'm more than fine." Gwen sat up on her elbows. "I'm ecstatic."

Ben smiled. "You had fun?"

"More than you know."

Ben turned to Charmcaster. Even she was pleased. He tried to crawl onto the bed, but his cock was still stuck inside of Gwen's urethra. "We'll have to try this again," he said. He backed off, trying to pull out, but Ben was stuck. "Gwen, help me out."

"In a minute," she said, holding her balls.

"What are you doing?"

"Masturbating," she said. "I haven't come yet."

"What? All that effort and you still haven't come? Let me take care of that."

"I can take care of that, Ben. You just sit there and relax."

"I'd like too, but my dick is still stuck in your dick."

"Perfect." She continued playing with her balls and stroking her shaft, moaning and groaning.

"Gwen, seriously, let me go."

She said nothing. She just kept on stroking her shaft.

"Gwen? Gwen!"

"Almost...there..."

"Gwen, what are you doing?" Ben demanded. "My dick is stuck inside you. I need your help."

"Just a minute," she grunted.

"Wait a minute!" Ben realized. He pulled on his cock, but it was firmly stuck inside Ben's shaft. "Are you holding me in?"

Gwen didn't answer.

"Gwen, are you holding me in? Answer me!"

She didn't answer, and she didn't answer the second time that Ben asked, or the third or the fourth. Gwen knew that it would take a long, long time for the dweeb to figure out that she was deliberately closer to her penis around his. She was deliberately keeping his cock locked inside her own as she stroked herself. She ignored his demands for an explanation and focused on the marvelous feeling of his cock inside of hers. She was coming. Her swollen balls were about to unload, but she stroked faster, and faster, and faster.

Ben was utterly confused and tried to pull his cock out. Still, Gwen's cock was much stronger.

God damn it, how can her cock be this strong? She's a girl! She's only had it for a few months. I've been using this thing for years. He tugged and tugged, getting nowhere.

"Yeah, that's it!" Gwen cried. "Keep on pulling. More...more! Oh!" Gwen's eyes glazed over. Her cock swelled.

"Wait a minute," Ben realized. "Gwen, don't!"

She came. She came so hard, that Gwen forced Ben's semen back down the length of her cock, and then back down his urethra. Ben was so stunned that he didn't know what to do. This had never happened before, but as his load shot straight back up the center of his shaft he immediately began to shake.

"Gwen," he shivered. "Gwen...you..."

His semen forced itself inside of his body, but it wasn't alone. Gwen's semen was traveling up his urethra and into his testicles. Slowly, his balls started to inflate.

"Gwen!" she squealed. "My...balls...are too...big!"

"Go ahead," she grinned. "Take it."

Charmcaster was lying on the floor, recovering from an orgasm, but soon even she realized that something was wrong. "Ben, what's wrong with your balls?"

Ben was too excited to answer. His balls kept filling up, growing larger, and larger, and larger, growing to the size of cantaloupes.

"Ben! Are you alright?"

Ben felt around for something to grab onto. He managed to grab a chair before his knees gave out. His enormous balls sat on his lap, filling up with Gwen's semen.

"Gwen!" Charmcaster snapped. "What are you doing to him?"

"The same thing he tried to do to me," she said. "I'm shooting my load down my cock and up into his. His balls will keep--ugh!" Her eyes rolled back into her head and drool dripped from her lips. "His balls...will keep inflating...getting bigger...and bigger...oh God! His balls are going to get huge! I can't wait to see what they look like!"

Charmcaster tried to cast a spell to stop Gwen, but she couldn't do it because she was distracted by Ben. He was squealing with pleasure, his squeals growing higher and higher every moment like a little girl. His scrotum stretched tight like a drum. His testicles grew bigger than his head. Every time Gwen shuddered with pleasure, Ben's cock with thicken like a firehose, and his balls would plump up faster. Soon, his balls were sitting on the ground. Ben had to spread his legs so that his testicles didn't crush them. He was far too aroused to stand up. Instead, he just sat on the ground, standing at his nuts with an awestruck, goofy look on his face. Sometimes, it seemed as though he were about to come, but he couldn't even if he orgasms, he wouldn't have been able to ejaculate since Gwen's semen was pushing up his urethra.

"Gwen..." Ben peeped. "Please..."

"What was that?" she scoffed. "I can't hear you."

"Please," he giggled. "I can't...take it. I'm...gonna...pop..."

"You can get bigger than that."

"Ugh!"

Another surge of semen flooded down Ben's cock. Charmcaster was so mesmerized that she could barely move. Ben's balls were so big that he had to stand up to make room for them. His flesh seemed to creak under the pressure. There were gallons and gallons of sperm inside his testicles. One wrong move, one pinprick, another ten gallons of sperm, and Ben might explode. He was afraid that he might burst, but he was exhilarated at the same time.

The swelling only stopped when Gwen stopped. Eventually, she couldn't come anymore, and her cock gradually went flaccid.

"Jeez," she panted. "That went on...longer...then I thought it would."

Ben stood with his legs spread wide, like a cowboy on a horse, his balls sitting between his feet. He didn't say anything. He just stared.

Gwen dragged herself across the room. "Not bad...dweeb," she said, trying to sound cool. "I can't say I didn't enjoy myself, but let's not make a habit of this, okay?"

"Gwen..." Ben's eyes had glazed over. He barely moved. He just stood there, drooling.

"I think...that'll be enough...to pay you back for what you did...to...the other Gwen." Gwen hoisted herself onto her feet and groaned in pain. "Have fun lugging those kids around. If you have a girl, make sure you name her after me, alright?"

"Wait," Charmcaster said. "Are you saying that Ben is pregnant?"

"Yup, his balls just got knocked up," Gwen said. "He's not the only potent Tennyson in the multiverse."

Ben said nothing. He didn't even turn around to curse at Gwen. He just knelt back down on the ground, put his arms around his giant balls, and sighed.

"Wait a minute," Charmcaster said. "What are you doing? We tied you down to the bed," she sputtered. "How did you get free all of a sudden?"

"I cast a spell while you were jacking off. It took you long enough to notice." She pushed open the door to the Rustbucket and staggered out the door, dragging her penis behind her in triumph. She summoned a portal to another universe as quickly as she could. The other Gwen in the town square needed help, but Gwen couldn't help right now. She was too weak, too uncoordinated, and too pleased to do anything.

"That's what you get for toying with me in any universe," Gwen shouted before she stepped through the portal. "See you at the baby shower!"

The portal closed. Gwen was in another dimension, one she had never visited before. Still, she was on the same beach, wearing no clothes. She knew she had to look for this universe's version of Ben and Grandpa, but first, she lay on the ground and took a nap.

Ben, meanwhile, sat on the ground, cradling his balls in his arms. He didn't move for several hours. By that team, he realized that Charmcaster had left him, and he was well and truly alone.

Chapter 5: Chapter 5: Multiversal Relations

Chapter Text

"According to my research," Ben announced, "This alternate universe is undergoing a great deal of metaphysical flux."

"Oh, that's awesome!" Gwen smiled, checking her Omnitrix.

"No, it's not, dweeb. It means that this place is in danger of falling apart."

"Then how about saying that in English next time, dweeb?"

Ben adjusted his glasses. "How about you try reading a book, dweeb."

"Whatever, just point out the trouble and I'll smash it. Problem solved, right other Gwen?"

Futa Gwen sighed. "Let's hope so," said, her cock bulging against the crotch of her pants. "I'll admit, this is all my fault."

"Hey, I get it," Gwen said. "Sometimes Ben gets too annoying and you've got to take care of business."

"Sometimes Gwens get annoying too," Ben interjected. "It wasn't a Ben who did all of this dimension-hopping in the first place—no offense, Futa Gwen."

"None taken, Magical Ben."

"Oh," he smiled. "I rather like that name."

Gwen rolled her eyes. "Get a room, you two."

"Whatever you say, Obnoxious Gwen."

"More like Totally Awesome Gwen. Watch this, Big Penis Gwen!"

"Please, don't—"

"Hah!" Gwen slapped the Omnitrix and immediately morphed into Four-Arms. She flexed her giant muscular arms and picked up three crates in each hand. "Can your Ben do this, huh?"

The Futa Gwen smiled and patted her on the arm. "It's fantastic. I'm glad that I have the two of you to help me straighten things out."

"You're very welcome," bowed Ben.

"No sweat, honey. After all, that's what we Tennyson do."

Gwen sighed in relief. "Just let me know when you're ready. I'll open the portal when you're good to go."

Traveling between universes had repercussions. Gwen had visited one universe numerous times, each time trying to fix a problem that she just couldn't ignore. In that universe lived her cousin Ben—not her real cousin. He was just one of the countless varieties of Ben that existed from universe to universe. Most Bens were the same. Some had subtle differences that made them stand out. This one, however, had one big difference—one that made him irresistible to the women of his dimension and swelled his already inflated ego to dangerous levels of self-satisfaction.

Gwen humbled this version of Ben by growing a cock and impregnating him the way he had impregnated so many women already. She was confident that this would teach him a lesson, but when she returned, he was just as horny and out of control as before. She thought she had dealt with the problem once and for all, but strange energy was rippling through the multiverse, and when Gwen tracked it down, she found that it was coming from the same universe where she had impregnated Ben.

This time, however, she had help: a Ben and Gwen from yet another universe.

"I'm ready," Ben said, packing his books up in his satchel. "And if we're lucky, the dweeb is ready too."

"Dude, I've been waiting on you and your stupid books. Let's do this!"

Gwen opened the portal. "I'll warn you, things are going to get pretty freaky from here on out."

"We're ready for that," said Ben.

"More than ready," Gwen replied. "When I found out that your Ben wore the Omnitrix, I knew there couldn't be anything freakier than that."

"I bet that her Ben doesn't smash stuff up like a bull in a China shop."

"I bet that her Ben doesn't do anything except read books all day—like someone else I know."

"Let's go!" Futa Gwen announced. "On three: one...two...three!"

They arrived at a lake glittering in the sunlight. The waves lapped at the sandy bank, and the trees were full of chirping birds.

"Seems pretty quiet."

"Don't worry," Futa Gwen said. "It'll get weird fast. We've got to get to the Rustbucket. It's this way."

Ben asked, "Don't you think that this entire situation is odd?"

"In what way?" Futa Gwen asked.

"I mean, all of this flux is all because you had sex with an alternate version of me,"

"Makes sense to me," Omnitrix Gwen snorted. "The thought of anyone having sex with Ben makes me want to flux in my pants."

"Gwen, be serious! This could have serious ramifications for the entire multiverse."

"Ramifications? Do you try to sound like a dork on purpose?"

"No," Ben growled. "I'm just incapable of sounding dumb enough to be understood by you. Can you even read?"

"I read all the time."

"Comics don't count," Ben smirked. "Let me guess, the pictures make it easier to figure out what's going on."

"You're short," Gwen shot back.

"What!" Ben stomped. "I'll have you know that I'm four feet and ten inches tall. That's above average!"

"Keep telling yourself that, short stuff."

Ben's hands glowed. "You won't be so tall yourself when I turn you into a toad."

"Please," Futa Gwen begged. "I understand that you two like to bicker—I do, but can you two please relax long enough to find this universe's Ben?"

"What's he look like?" Gwen asked.

"You idiot," Ben snapped. "He looks like me, duh!"

"Short," Gwen nodded. "Got it!"

"I'm not short!"

Thoom! The ground shook.

"What was that?" Ben stammered.

Futa Gwen put her finger over her mouth. She listened carefully. Gwen and Ben were silent. The birds had stopped chirping. Futa Gwen knelt and touched the ground. Everything was quiet again.

"Well," said Gwen. "I guess it was nothing—"

Thoom! Thoom!

"Someone's coming!" Futa Gwen gasped. "Hide!"

"Someone?" Gwen stammered. "How big are the people in this—"

"Come on!" Ben grabbed her by the hand and pulled her behind a nearby rock.

Thoom! Thoom! Thoom! The sound grew closer, shaking the earth harder. Something was moving through the trees, shaking the branches and knocking leaves onto the ground. Soon it appeared—a massive sphere pushing through the trees.

"What is that?" Gwen demanded. "Ben, what is that?"

"I...I don't know. Futa Gwen?"

"Well..."

"Well, what?"

Suddenly, the sphere spoke.

"Casey! Hurry up! Don't fall behind, otherwise we won't be able to get ice cream."

"Ice cream?" A tiny voice exclaimed. "Wait for me, mommy!"

Thoom-thoom-thoom-thoom! A smaller sphere waddled up to the first one, this time with two tiny legs sticking out from beneath it, and with a pair of large, jiggling breasts sitting on top of it.

"A woman?" Gwen asked.

"Mommy, let's go! Let's get the ice cream!"

"Alright, let's go honey. The giant sphere moved again, and as it walked past Futa Gwen and her friends, they could see the two spheres holding hands, their massive breasts sitting on top of their enormous pregnant bellies."

Gwen's jaw dropped to the ground. "A girl? How'd she...I mean, she's huge!"

Futa Gwen nodded. "This is Ben's doing."

"Come this way!" The woman with the giant stomach leaned back, lifting her enormous, car-size stomach off the ground so that it wouldn't drag in the dirt. She was wearing a shirt, but it was more of a glorified collar, hanging around her neck and not even stretching over her heavy, sagging breasts. The girl was the same way. They waddled through the forest, their footsteps thudding on the ground, holding their bellies up, although their stomachs were bigger than the rest of their bodies.

"Mom, let's go this way!"

"No, not that way. There are too many rocks in the way. Those boulders will scratch your tummy something awful."

"No problem, Mommy! I'll take care of them." The little girl wandered up to one of the boulders sticking out of the earth. She wrapped her arms around it and ripped it out of the ground, lifting it over her head and tossing it away.

"Run!" Futa Gwen and the others scrambled away before the boulder could crush them, but then came another boulder, and another one. Boulder after boulder flew through the air and crashed nearby. Only Ben's magic and the strength of Gwen's alien bodies kept the trio from being crushed.

"I moved the rocks, Mommy!"

"What a good girl! Don't forget, after we get ice cream, we'll have to visit Ben."

"Mmm, Ben...he's so dreamy!"

Ben, Gwen, and Futa Gwen looked at each other and nodded in agreement. Wordlessly, they followed the pair through the forest, knowing that Ben couldn't be far beyond.

When they got to town, however, things were stranger than Futa Gwen thought. The town was full of women of all ages, strutting through the streets with pregnant bellies big enough to hold a dump truck. Still, they walked around as if there was nothing wrong. They would pick up cars in their way as if they were nothing but toys.

"How did they get so strong?" Gwen asked. "You told us that Ben was impregnating girls, but you never mentioned anything about this."

"Frightened?" Ben asked.

"Of course not! I didn't know that this was what we were going up against."

"We might not have to fight them," Futa Gwen said. "They're just wandering around. I mean, they're carrying Ben's babies all over the place, but there's no sense that they want to fight anyone."

Suddenly, the three had to take cover as a pair of women walked by the alley.

"Hey, Cindy! Did you go and see Ben today?"

"No, it was swamped! I ran over there this morning, but everyone was screaming for him to come out. He said he was going to have sex with everyone, but I had to get groceries for my girls. Did you hear, my daughters are carrying 20 babies each?"

"Twenty babies each? Why, I remember when your girls were only as tall as my knee!" Are they excited?"

"Oh definitely, but guess what? They texted me today with a picture of them both inside the Rustbucket, with Ben doing them both at the same time."

"Good for them! The more babies, the better, I say."

"I know," the Cindy laughed. "You know, for the longest time, I thought that two kids were enough. I was even happy that they were going to move out, but then Ben came along," she sighed.

"I know what you mean," said the other woman. "I thought I was too old for more kids, but now..." She slapped her belly; her skin wriggled. There were dozens of children inside of her distended, gigantic belly, and as they writhed, the woman's eyes rolled up into her head and she panted for breath. "We should go see him again. I want more."

"Me too!"

"Oh, Cindy!" They kissed each other, standing close so that their giant bellies could touch one another. "I hope that he'll fuck us at the same time."

"Me too! I love you so much!"

"I love you!" She kissed again and hurried off, bowling over everything in their way, pushing aside whatever was in their way, including cars, trees, and people.

Futa Gwen and the others followed the pair to the recreation area. There used to be a narrow dirt road people used to get to the length. The road was still there, but the trees on either side had been knocked down, widening the path to the size of a highway. The dirt was full of footprints and skid marks where women's bellies had been dragged against the ground. As Futa Gwen and her friends traveled along the road, they heard the sounds of cheering, laughter, yelling, and moaning. When they reached the end, they found dozens and dozens of giant-bellied women, most of them waiting their turn, and the rest moaning in the grass near the sandy beach, completely naked.

However, as big as these women were, they were dwarfed by the biggest woman of all. Her giant belly rose out of the forest like a dome. Her fair skin had turned tan from lying out in the sun.

"Is that what I think it is?" Ben asked.

Gwen bit her lip. "There's no way that a person could get that big, is there?"

Futa Gwen nodded. "It's unlikely, but if that's the person that I think it is, then we're going to need to be extra careful."

"Careful isn't in my dictionary," Gwen said. "But it looks like I'm going to be taking some vocab lessons for the next few days."

Ben blinked. "Did you just use a metaphor?"

"What's a metaphor?"

Ben shook his head and sighed. "It looks like we're all going to learn some new words before this is all over." His eyes glowed with pink light. "You ready to do this?"

"Definitely," Gwen said, adjusting her Omnitrix.

"Hold up," said Futa Gwen. "We can't just barge in. We're going to have to do this with some strategy. Everyone huddle up," she said. "I've got an idea."

This Ben was different.

Charmcaster had no idea how she could still admire him after he had been tricked by Gwen twice, but this Ben was more enticing, more exciting, and more sensual than she believed possible. She always knew that in an infinite multiverse with uncountable versions of the same man, it was always possible that an extraordinary Ben existed, but she didn't think she would ever meet him until she stood before him a second time.

Ben was nine months pregnant. He was carrying one baby in his stomach, and two more in his testicles. His testicles reached down to the ground, and his body was covered in stretch marks. His breasts wouldn't stop leaking milk, and wherever he walked, he left a trail of milk behind him. Few clothes would fit him, but he didn't need them. He spent most of his time in the Rustbucket, fucking women, making them bigger and bigger with every baby he put in their wombs.

A squad of these devoted, pregnant foot soldiers grabbed Charmcaster as soon as she reappeared in town.

"Get your hands off me!" she shouted. She tried to cast spells with her hands, but the woman gripped her arms with muscles made of steel. Charmcaster tried to blast them, but these women squeezed her arms, cutting off the flow of magic like water in a kinked hose. It was when she felt her bones bending under the pressure that Charmcaster surrendered.

"Take her to Ben," said a woman with a belly down to the ground. "He'll find her to be very interesting."

"Very interesting!" Ben purred, sitting on the throne made of living women. "You came back after all of this time? What's the matter, Charmcaster?" he asked, petting his massive dick. "Did you get lonely?"

She did. She watched him stroke his cock, wishing that Ben would finish gloating and make love. They'd had sex so often before Ben showed up that she had developed a taste for it, and once she returned to her home universe, she realized that there was nothing like sex with Ben. Still, Charmcaster didn't want to admit it.

Still, how could she not? When she left Ben, his penis was only about the size of his arm. Now it was twice that length, and twice as thick. He sat on his throne made of ladies and stroked as the woman held her down, savoring the feel of his tiny hand on his cock before he deigned to stand.

"How far along are you, Ben?" she sneered. "Did you have the baby shower yet? Decide on any names, or are you waiting for Gwen to come back and pick for you."

"Cute," he said. "But I know that you didn't just come back here to taunt me. Tell me," he asked, opening his mouth so that one of his pregnant muscle girls could drop a grape into his mouth. "Is there anyone else in your universe who can fill the hole I left between your legs? You must be pretty stretched out after all that time we spent together."

"Not as much as you think. I just wanted to see if Gwen had tricked you again. I thought you might have quintuplets by now."

"Sorry to disappoint you," Ben said. "But I've done something new. The energy of the Omnitrix is flowing through my body. Do you know what that means?"

Charmcaster looked around at the dozens of pregnant women standing around her. "What?"

"No, seriously, do you know what it means?" Ben asked. "I mean, because these girls have just been getting bigger and stronger every time I have sex with them, and I don't know why. I thought that the Omnitrix was just supposed to make it easier for alien life to breed, not make people stronger."

"Don't look at me," Charmcaster said. "I know magic, not alien watches." She looked at the women. "What's wrong with all of you, anyway? You girls are strong enough to rip a car in half, and you serve this little twerp?"

The girls didn't answer. They weren't listening. They weren't even looking at Charmcaster. Even the girls who held Charmcaster down only gave her half of their attention. They all just looked at Ben with that dreamy, affectionate look in their eyes and sighed.

"What's wrong with you morons? Can't you see what a dweeb he is?"

"None of them can," Ben said. "I mean, Gwen used to think that I was a dweeb, but the moment the Omnitrix gave me this gigantic dick, she changed her tune. Then, she found out that I could make her boobs grow and make her pregnant as soon as we had sex. She held out for a while, but soon she came crawling to me and the rest is history. Now she has tits the size of houses and she's carrying enough kids to fill a minor league baseball stadium. That's what the rest of them want." Ben reached over and fondled one woman's beachball-sized titties. "Girls go crazy about babies—and boobs," Ben added. "They're crazy about big boobs. Sometimes, I think that girls are crazier about boobs than guys are. Isn't that right, girls?"

The girls all giggled, squeezing and lifting their breasts in approval. Some of them had breasts the size of watermelons. Some had breasts the size of yoga balls. Some had breasts the size of cars. All of them were strong enough to lift them at once.

"What about you, Charmcaster?"

"I...only care about magic, and getting even with Gwen."

"I bet I could change your mind."

"Then go ahead."

"Don't mind if I do. Let her go, girls."

The guards let Charmcaster go. All of the women stood back and sat down. Some rubbing their nipples. Some rubbed their bellies. Some were too big to reach their crotches, so they straddled the benches they were sitting on so that they could rock back and forth and rub their crotches against the wooden planks between their legs. Some women sat back to back, turning their heads over their shoulders so that they could get close enough to kiss.

"Ben," Charmcaster frowned. "What are they doing?"

"Never mind them. Just focus on us."

Well, it looks like I'm going to get what I came here for after all. Stay calm, Charmcaster. You've been through this before. You know how good he is. You're immune to him. Before he was a stud, but now he's just a freak with pregnant balls. You don't need him anymore. The sex probably isn't even as good anymore, now that he's carrying two babies in his scrotum. Just let him fuck you so that you can satisfy your curiosity, and then you can make a portal to get yourself out of here. It's that simple.

She took off her jacket. "There you go, Ben."

He snapped his fingers. Half a dozen women picked up Charmcaster and lay on the ground, turning themselves into a bed. Charmcaster had never slept on a bed of live people, much less made love on one. She could feel the babies writhing inside of each woman's belly as if they were ready to emerge from inside their mothers like ants from an anthill.

"I missed you," Ben said.

"Please," she huffed. "You had plenty of company—kept pretty busy as far as I can see."

"You left me, Charmcaster. You snuck off while I was trying to figure out what Gwen did to me. Do you know how it feels to be abandoned?"

"Of course I do! You think you're the only one who knows what it feels like to be forgotten?"

"Then you know how you made me feel," he said, kissing her on the lips.

Mmm...Ben! Your balls may be too huge, but you certainly didn't lose your touch in the foreplay department. Your hands...they're all over me. You're so gentle—quiet, Charmcaster! Why should the foreplay be any different? It's the sex that matters. He can't be as good as he was before—not with those giant, pregnant testicles.

Ben slipped his hands down her jacket. "Still plump. I remember when I gave you these boobs. You were a flat little thing before we had sex. Maybe I should give you a new pair." He rolled her onto her back. "Still, why don't we give these babies one more spin, for old time's sake?"

The girls murmured, "Oh, that poor girl!"

"What small boobies she has!"

"She's only had sex a few times."

"She's never gotten big."

"She's so puny. I hope that Ben doesn't squish her."

Charmcaster gritted her teeth. "Never mind that just fuck me."

"Are you sure? Your tits will never be the same again—neither will the rest of your body."

"I said, fuck me—unless you don't think that you're up to it."

Ben grinned. "Girls, help me lift this thing."

"You got it, Ben!"

Hands rose from the human bed that Ben and Charmcaster were lying in and lifted Ben's Penis into the air. Charmcaster held her breath. It was more massive than she remembered. Still, she had dealt with this before.

"Girls, treat her nicely."

Charmcaster frowned. "What?"

Suddenly, those same hands that lifted Ben's penis reached up and grabbed Charmcaster tight. One pair of hands grabbed her chest. Another grabbed her hair. Another held her feet, and the rest ripped off her remaining clothes. It was like floating on the sea, bobbing up and down, only for a writhing pair of tentacles to snatch off your panties. In seconds, Charmcaster was naked. The hands held her down, rubbing her breasts and stroking her legs. Charmcaster couldn't escape them, but the less she struggled, the better she felt.

"Oh," Ben sighed, pushing into her cunt. "You are a little stretched out. It's like putting on an old glove."

"You charmer..."

"All of the memories are...flooding back...Charm...caster!"

"Ben?"

"I'm...coming...already!"

"Ben, are you alright?"

"Oh!"

Goosh! Charmcaster could feel Ben's seed flooding her body.

I knew it. I knew that there was no way that he could be good anymore. Now I have to wait until he's done so I can get out of here.

"Charmcaster...Charmcaster..."

"What? Is that the best you can do?"

Ben gritted his teeth and wheezed out of a laugh. "Don't worry, this is just the beginning."

Semen was still flowing out of his cock. Ben filled her entire pussy, but once she was full, he just kept going.

"Alright, let me go."

Ben grinned.

"Ben?" Her stomach was inflating with cum. Her body was expanding to make more room. "Ben...what are you doing?"

"It's you," he chuckled. "Your body is taking it all in. As long as I keep...coming..." His eyes briefly crossed as a wave of pleasure overwhelmed his senses. "Ugh...sorry, but as long as I keep coming..."

Her stomach grew larger, like a balloon.

"...and coming..."

Her belly was already the size of a beach ball.

"...and...coming..."

"Ben...you're still coming?"

"It's a little skill...I learned—ugh! Oh!"

Semen was shooting out of his cock like a hose. Charmcaster was getting bigger and bigger. Her belly rose high into the sky, followed by her breasts.

"W-wait a minute," Charmcaster stammered. "B-ben! What's...happening?"

Ben didn't explain. He just kept pumping and pumping, filling Charmcaster's womb with semen, making her belly larger and larger.

"My...my breasts!" They were so big that they were blocking her field of vision. "Ben, you have to stop! I'm getting tighter! I'm getting...hotter."

Charmcaster gripped her breasts. All of this growth was the effect of Ben's semen. He was so fertile that any woman he came inside started growing. Chamcaster had already grown a couple of cup sizes thanks to her first affair with Ben. She had hoped to get a little bigger, but now she was bigger than she'd ever dreamed.

Come on, babies! Grow! Bigger! You can do it!

Ben saw the look in her eyes and grinned.

D-cup, E-cup, F-cup, H...J...I'm so big that I don't think that I could find a bra big enough to fit me! Oh my gosh! She pinched her dark, swollen nipples between her trembling fingers. They're getting so soft, so tender—so sensitive! Keep going, Ben! Keep fucking me. Please make me the biggest girl in the multiverse.

"Starting to like it, aren't you, mama?

Mama? The word stuck in her mind like a wedge in a block of wood. Charmcaster was enjoying her breasts, caressing them, squeezing them, and enjoying herself so much that she failed to notice exactly how big her belly had grown. She opened her eyes and looked down.

"Whoa!"

Ben, standing behind her belly, kept on pumping her pussy full of cum. "You like your new babies?"

Her belly loomed over her body at six feet tall.

"Ben," Charmcaster trembled. "How many...babies are in there?"

Ben didn't answer. He just kept on pumping. Her belly got larger.

"Ben...wait," Charmcaster panted. "I think I have enough."

"Nonsense, you could use a few more," Ben said, thrusting deeper. "Don't worry, your boobs will get even bigger."

There was another surge of growth, and Charmcaster's tits grew twice as large.

"Ben, wait! My boobs are sliding down over my face! I can't...mmph! Mfl-mff!"

"Girls, help her."

"The women lifted Charmcaster's breasts off her face, massaging them as they grew heavier and more sensitive.

"Oh, Ben! Oh..."

Her stomach was getting bigger. Almost eight feet wide, Charmcaster could hear her skin stretching as her womb filled with fertilized eggs. Each egg divided, slit into two, and split again, and again, and again, making an embryo that grew larger and larger, aching for more space even as Ben pumped in more semen. His hormones were doing wonders. Her body was producing eggs by the dozens, shooting them into her womb as fast as Ben could fertilize them.

"Ben...please," she moaned as the pregnant woman massaged her growing breasts. "I...I don't think...I can carry...this many children. My stomach," she moaned. "It's...stretching.."

"Yeah," panted Ben, sliding his hand over her stomach. "I can feel how tight you are. It's packed in there, getting bigger, filling up. I always wondered how big I could make a girl."

"But...but it's too much!" Charmcaster cried. "I'm still getting bigger. My skin's too tight. If I don't stop growing, I'm gonna—"

Bump!

"Oh!" Charmcaster gasped. "What was that?"

"What?" asked Ben.

Bump!

"Oh!" Charmcaster tipped. "Something...something inside me..."

"Did it feel like a kick?"

"Yeah."

"Then it was a kick."

"A kick? Really?" Charmcaster tried to reach past her breasts to feel her stomach, but her boobs were far too big. Her breasts were so heavy that she couldn't even sit up, but some helpful ladies lifted her into the sitting position. They pushed aside her breasts so that they wouldn't be in the way. Charmcaster touched her taught, round, boulder-sized stomach. It was a dozen feet wide and still growing. Her skin creaked like rubber as she rubbed her hand over the smooth, round globe.

"Oh! I felt another kick," Charmcaster gasped. "They're all inside of me, making me bigger."

"And growing," Ben added.

"Oh! Another kick—oh! That's another—and another! I can feel them all moving inside me. I can feel their little arms and legs wriggling."

"Congratulations!" said the woman nearby.

"Can I touch your tummy?"

"I remember when I got my first batch of babies. I'm still waiting for them to be born, but they make me look so hot!"

"Your boobs are so soft."

"There's milk coming out."

Charmcaster gasped. The woman was squeezing her breasts, squirting milk out of her nipples.

"Oh!" one girl moaned. "I wish I was growing bigger boobies!" She squeezed her beach ball-sized breasts together and sighed. "I'd give anything to be bigger."

"Maybe her milk will make us bigger?"

"Let's suck on her boobs!"

"No, wait!" Charmcaster cried, but it was too late. Within seconds, there was already a mouth on her sensitive nipple, drawing the milk out, and making Charmcaster shudder. "Please!" she moaned. "My boobs are still...growing!"

Ben laughed. "Don't worry, Charmcaster! Soon, there will be more than enough for everyone."

"Ben!" she cried. "Ben, enough! They're...they're squeezing...they're...sucking...sucking..."

Her belly grew and stretched. Her boobs inflated. Women lined up, each one fighting for a chance to suckle Charmcaster's giant boobs or rub her giant stomach. Charmcaster quickly grew to the size of a truck, and then larger, and larger, dwarfing all of the women around her with just her belly alone.

"Ben! Please! Please! I'm...too...big!"

She was little more than a pile of spheres—her giant breasts and mammoth tummy taking over the rest of her body and dwarfing her scrawny little limbs, but Ben wasn't done. Instead, he started pumping faster, diving Charmcaster towards orgasm like an express train.

"I'm gonna pop! Ben! Ben! I-I-I-I-augh!"

Her voice rose to a perfect scream, stayed there for a solid minute, and then faded slowly as she came. Milk shot out of her titties and soaked the girls; they were delighted. She then grew very still. When Charmcaster awoke and realized she was still alive and intact, she weakly asked for Ben.

"How...big am I?"

Ben took her hand and kissed it. "Not nearly as big as you're going to be. We've got a lot of work to do, but don't worry. You and I are going to enjoy it."

"Ben!"

He was about to stick his cock in Charmcaster's body when Futa Gwen confronted him. At the sound of her voice, he forgot all about Charmcaster, turned around, and grinned. "I knew you'd be back."

"Ben, what you're doing is affecting the multiverse. Let's talk about this," she said. "I don't want to hurt anybody."

Ben's grin widened. "Charmcaster?"

"Yes?" Her voice rang out in the distance. "Yes, Ben? What do you want? I'll do anything—ANYTHING!"

"Then call the girls out!" Ben answered. "It looks like we're finally going to get revenge."

The giant sphere in the middle of the woods—Charmcaster's bloated body, glowed with a bright, purple light. Suddenly, from out of nowhere appear dozens and dozens of pregnant girls, each with a giant belly and breasts to match. They were leaking milk from their nipples, but they had all of the strength that they needed to beat Gwen into a pulp.

Futa Gwen grinned. She closed her eyes and her body shifted. Her cock grew larger and larger, stretching out her pants until they burst apart. Her breasts shrank. She grew taller. Her red hair turned brown and her face grew more masculine.

"Me?" Ben laughed. "You want to look like me? I hate to break it to you Gwen, but that's not going to stop my girls from crushing you.

"It's not supposed to stop them from crushing me. It's supposed to stop them from crushing my friends."

"You brought friends?" Ben laughed. "Well, bring 'em on!"

Omnitrix Gwen jumped out of the trees and transformed into her Four-Arms form. "I was hoping you'd say that," she grinned.

"Gwen? You brought another Gwen?"

"Not just another Gwen," Magical Ben said, pushing his glasses up his nose. "I think I could take you myself, but I'm more than happy to share this fight with my cousin."

"Oh, come on, dude!" Ben shouted. "What are you fighting on her side for? You could have all the women you want!"

Magical Ben shook his head. "I'm nothing like you, dweeb."

"Fine, have it your way, dweeb. Girls, get them!"

However, the women weren't listening. They were all staring at Futa Gwen and her giant dick.

"That's it, ladies," Futa Gwen smiled. "Drink it in. There's more than enough of me to go around."

"We love you, Ben!"

"Have sex with us, Ben!"

"Give us bigger boobs!"

"More babies! We want more babies!"

The girls swarmed Futa Gwen, leaving Ben defenseless. Ben gritted his teeth.

"It's hero time!"

"Abracadabra!"

The fight was on.