Warning: Not for my usual readers

For toonguy

Leaning in, Ben listened as he heard the muffled water start limply, then quickly rush much louder as it hit it's stride, providing perfect cover as he shifted back on his heel. "Wha-ha-ha." Ben mused to himself, hand upon his watch, ready to transform, hoping for something freaky to scare her with.

His perspective instead changed swiftly, being able to see the knob of the door, to look underneath it, seeing his own reflection disappearing away from within the polished brass color.

Buried.

Ben swam up through his pile of clothes, emerging for air, arms flailing down, elbows sunken and keeping him above level. Ben tugged his noodley legs from out of his shirt. On his stomach, he pushed himself up, the ground a lot shakier than before. He stared through his fingers, then to his exposed arms and the rest of his naked self. Ben brought his knees together tighter than before, like anybody could see him in that moment.

Oh no! He was smaller than a Galvan!

Bare naked except for his omnitrix, he turned his focus to it. "Change me back you stupid-!" Ben stiffly tapped his wrist once and again. "Oh... right." Typical. Ben thought to just head back to his room and wait for this to all blow over, but the tall and imposing darkness of the hallway intimidated Ben.

The sound of running water pulled him back; the crack of light spewing from underneath the doorway.

Gwen!

She could help him.

He scurried to it, and had to cover his eyes, the concentration too bright to handle.

He emerged on the otherside of the threshold, the sun easier to handle as it scattered across the tiled floor, and Ben soon understood why his mother cleaned the floors pretty much every other day, the rays casting through bits of hair between the crevices that only he could see.

Ben's mouth went agape.

She was awe inspiring.

Gwen was a distant mountain scape that could move.

And just like any mountain that inspired fear of climbing it, his movements became timid as he watched water splash off her naked splendor.

Her skin radiated with hints of redness as she moved with a freedom a lack of clothing afforded her, an almost dancing rhythm as she swayed her nearly nonexistent hips to, her relaxed hands and thrown back wrists as she held out her sharp elbows to the constant spray; Gwen rotated in his direction, her eyes shut, showing off her completely flat chest, her light pink nipples soft. Ben watched the water collect on them before cascading off.

There was a dull thud, the water cut. The barrier of glass was then slid, Gwen's full body facing his direction was arousing to say the least. The quiet patter of her arched ballerina shaped feet approached, booming instead of lightly slapping, scaring Ben into a fearful stupor, as he realised then he was encircled in her clothing pile she had discarded.

And Gwen had come to collect.

Ben jumped, landing softly in her undergarments, but nearly being crushed, a foot planting daintily at a bend, her heel up. To him, it was like a collapsing building he was trying to avoid, but even with the threat of death, he couldn't help but gaze up between her legs and towards her pink slit.

She bowed gracefully to one knee, and in one swift motion, pulled up her panties past her knees. Ben flattened out like an elevator out of control, but the view was amazing as he rushed towards her young cunny, the surrounding skin reddish, still steaming, rivulets of water still sliding down her crotch.

Gwen let the elastic snap around her pelvis, and as she let go, Ben flew off the interior underside. He collided with a squish against her mound, the slippery smooth skin nearly sending him flying off. Ben did his best to cling to it, his fingers sinking, all while Gwen was tugging down her shirt and pulling up her pants.

Her thighs came together in a snap. Gwen squirmed, a chipmunk-like little squeak leaving her. "Ooph!" The spasm was quick, and she was left confused as to what that even could have been.

Had a thread become loose and-

Ugh.

It was gross to think about.

Meanwhile, Ben was struggling to keep himself from being sealed into her tight seam, paddling and waving his free arm, he looked up to see Gwen digits reaching down below, swiping for the possible clothing strand above her smooth and bare pubic area, but to Ben, it was like she was reaching a hand out to him - several of them, to help, and he almost did call for her, until he was grazed, then flicked out of her and down into the soft underbelly of the pantyline, his bottom swiping against the baby blue and white stripe cotton lining which caused a bit of ropeburn, but before he could react to his now smarting backside, he was then bounced once and then again, flying between her pert and high waisted cheeks. Seeing the portal, her beyond tight pucker, was too much for him to handle. The way her anal ring was situated, reminded him of those hoity toity girls in class that loved pushing out their lips into kissy fishfaces - especially while wearing bubblegum pink lipgloss. He tried to scream for her help, even if he dreaded the idea of having to beg for Gwen's help after being caught in this predicament. "GWEN, HEELLLLP-"

Even with that desperate call, Gwen didn't notice, her cute little asshole inhaling Ben with an alien like wink, satisfied with it's meal.

Ben tumbled down into darkness, now encased in a tunnel. "Whoa whoa whoa!" The backs of his heels ground him to a halt, sticky. The walls pulsated, tender and almost pliable, but still resistant enough to push back. He pulled his hand back, worried about scratching - but Ben then realised he was so small, that not even his finger nails could effect the lining.

Gwen stopped, feeling an odd gurgle in her stomach.

What is that? Why do I feel so-

Oh.

Gwen looked both ways in the hallway,

Slightly altering her stance, legs spreading further apart, with her spine arching but her body not bending, trying to not overextend the amount of pressure below the waist as she prepared for the worst.

*PFT*

What started as a nearly silent squeak of gas leaving her near invisibly, erupted into a violent vibration from betwixt the svelte ten year old girl's ass.

The quick relief flowed easily into panic. Her eyes strained both ways again, her face flush with embarrassment. If Ben heard that, she'd never hear the end of it.

*BrrrrAMPF*

Like an invisible explosion hit him, his nose crinkled, the jowls in his cheek flapped. Intense heat followed, kind of like being in an oven for just a moment - and it was worse than just a rotten egg like smell - he could also taste it, as unknown to Ben, a dust up of fetid particles invaded his system.

The pressure flung him backwards, and he pinballed, the soft tissue incredibly soft, so despite the velocity, it wasn't even close to the worst thing he'd been through as a sometimes alien superhero, but each wall of her anal canal was too slippery to get a firm grip on, so his head and body parts would slap down and send surges of adrenaline through his system while knocking the breath out of him. "AGH! GWEN! GWEN!" He coughed out her name, causing him to nearly retch, as he then tried to breathe through his mouth.

The pungent gale force sent Ben sailing from out of the tunnel, nearly getting caught in tight seal of her anus as it twitched shut again, before puckering out and shooting him into the back of her silk panties.

I. Want. To. Die.

Something came out of her, and it didn't feel like... y'know - but she knew instantly something was different... like it was a living THING-

Gross! Super gross!

Her chin pressed into her shoulder, her neck cranked, as Gwen hooked her thumb into the back of her underwear, pulling it and her pants back.

Gwen's jaw dropped, as there her cousin lay, maybe not even bigger than a toothpick, stuck against the washing instructions - but worse than that, Ben had a full view of her ass!

With the gentlest - and she did mean gentle - pinch, she plucked him out, trying not to lose her nerve as Ben entered her vision, looking as squishable as a grape, his nudity protected underneath her thumb and index finger, feet swaying, hoping for any surface to stand on.

For the first time in her life, she had Ben in the palm of her hand - and not in the way she often fantasized when she was bored.

Gwen's normally small and cute face ate up the entirety of his vision, her eyes big and full of concern. "What happened? How did you get like this?"

Ben hated that he was gonna have to tell her the truth sooner or later. He ground his toe against a running line in her hand. "Uhm... it's kinda... my fault..." He then grabbed for the Omnitrix, as if to cover it up.

She snapped, her eyes nearly rolling but then lasering in on him. "Ugh, Ben, you know it's not a toy!"

From Ben's perspective, she practically was a booming loud speaker pressed to both his ears. He winced with one eye shut and the other open, as Ben moved to cover them. "Not so loud!"

Gwen recessed her chin for a second, worried about her cousin. "Sorry Ben!" She spoke slower and far softer than before, her previous pangs of anger disappearing. "Wait. You were inside me?" Her big green eyes glimmered. Though Gwen spoke softly, he was still incredibly wary that at any moment that she would just eat him whole, and there'd be nothing he could do. Like her mouth were full of shark teeth. "... what was it like?" Ben recognized that tone. Gwen's curiosity building as she blinked rapidly and he stayed silent.

He explained from the start, when he was his normal height to when he was blown out of her and then caught. Ben felt strange explaining things to her naked, but it was like it didn't even count when he was this small. Indeed, the boy was too microscopic for Gwen to make out the finer details, but it didn't stop her from squinting to try and see; as Ben was now a living doll with far more shapely and dangly things than any she had growing up. Despite her intense gaze, the boy thrust out his lower half proudly, feeling assured she wasn't really seeing him fully. She pursed her lips, her eyes shifting away from him in embarrassment; a rather big gesture that couldn't be ignored from Ben's perspective, and he knew he had her; unable to hide his smugness.

She wagged her finger at him. "Well I hoped you learned your lesson - and I want you to promise me never to do this again."

Ben raised a hand meekly. "I promise never to shrink myself and I especially promise never to go inside you again."

"Never ever?"

Ben shook. "Never ever."

"Alright, now that you promised to never ever do it again... let's not let this opportunity go to waste!" Gwen's impish grin was fearsome.

Ben didn't have to lean in his ear, but he still did it anyway. "Come again? I thought you said-"

Gwen rolled her shoulders, her eyelids lowering, her nose crinkling. "Weeeelll... you're never gonna be this small again right?" She shut her eyes as she continued as she spoke in a rushed way, her face bashful. "-And you didn't mind being inside me, did you?"

Ben got real smug again.

On her back in reverse spread eagle position, Gwen held her legs apart by the backs of her knees; her flesh colored body full of reddish hues and splotches of red. With the back of her reflecting off the body sized mirror leading to her closet. What little belly fat she had was lapped over together, making her seem all the more tighter as she held her clenched up position.

He was still getting accustomed to what he saw; her coinslot of a pussy and her sealed starfish both visible, the V shape her legs made like two buildings or naturally formed Arizona desert rocks. Ben had never thought of her as 'sexy' before - then again, he had never really thought about a lot of girls that way - but if a girl could be described that way, Gwen was looking to become one of the hottest girls in history.

Her hand came down slow and over the valley of her legs, lighting tapping, feeling for him. With a light nudge that Ben had to brace himself for, Gwen had found him, and picked him up. Directing him to her hairless and light pink lips. "Hnf-" Gwen bit into her lower lip at the feeling of her digit's insertion, then waited with baited breath for what was to come.

He thankfully wasn't crushed as she pushed on him, as Ben felt himself absorbed into her soft folds. A secretion lubed him from head to toe, allowing him to basically swim through her snatch, as her pure succulence swallowed him. "Come on, twerp, where are you? I don't even feel you." Gwen's annoyed confidence betrayed her, as she rushed through her words while wearing crimson.

A tunnel; different from the one in her ass with a lot more freedom to move. Ben trundled the red beating ridges, the vivacious quality to the living tissue that surrounded him didn't bother Ben as he might have thought, the place feeling oddly... kinda homey.

Though the thing at the end of the tunnel was strange. It reminded Ben of the tip of a hot dog, only more fleshy and a sickly pink that trailed off into odd discolorations, as if a light was shining through orange glass. He looked down between his legs and it seemed like nothing could bring it down - even this faceless entity. He climbed up her tender vaginal canal walls, now clung to them like a monkey, Ben began pumping his waist into the throbbing red surface and it's hole, his boner slipping and poking into her, the interior of it spongey, his boner disappearing as it latched onto him, almost like it refused to let him go.

Unknown to Gwen and Ben, he may have physically shrunk, but his penis projected a shadow image of itself, still feeling regularly sized.

But she found out rather quickly, as Gwen was already moaning, not believing she was that sensitive to something so small - but he felt so much bigger, like he was penetrating her cervix. "Aah! Aaah! Aaaah!" Hurried exhales, like she was about to start crying flowed from her. Gwen twitched, trying to hold her breath, and keep in her voice from escaping. Her chest recessed even further, making her already flat and budding breasts look nonexistent except for her extremely bright pink nipples, her already somewhat visible ribs now sticking out.

No longer able to hold up her legs, she fell into a supine position. She tilted her face slightly, looking exasperated. The shame of what was occurring reflecting back in the beady black eyes of a slouching large purple teddy bear she would sometimes sit in and grind herself against. Her neck went slack, her head too heavy to carry in that moment, even as she tried desperately to lift it, as if trying to see her invisible partner in the act. "Oh god... oh my goooood..." Her voice turned into a pathetic mewl.

Ben slowed for a moment, his chin and cheek resting against the strange mass before he picked up his pace again, not even paying attention to the world around him as things began to quake, the waving tissue above and below unsteady.

Gwen shuddered and shivered, her smooth inner thighs flexing in and out. Her eyes shot open, her body in mid-thrust upwards, freezing in place, as the thin and bony young girl clawed at the ground around her. "BEEEEEEEN!" Gwen's voice traveled through her body in a wave, coming off as a thunderous and heavenly shriek, as Gwen was a faraway goddess he could only imagine as he experienced base material pleasures.

Cumming inside Gwen sent a flood of his sperm directly towards her womb, which then right back at himself, forcing him out of her as Gwen clenched and pushed simultaneously.

A mix of his cum and her discharge landed on the floor, Ben coming to a sliding stop, then almost like it was glue, stuck in place as it started to dry in the open air.

Gwen laid there, a satisfied look on her face, a trail of his and her slime still drooling from her cunny in a forced out gusher. "Ah..."

"Wait, Ben-" She swallowed inbetween heavy breaths. "How did you... how did you make yourself feel so BIG when you're so... you know..." Crawling onto all fours, she snatched up Ben from the sticky mess.

"I'm not that small." Ben slicked back some of his pussy juice and ejaculate laden hair, still looking like a greasy drowned rat.

Gwen was a lot more nervous now, her eyes searching, listening for the car in the driveway. "Okay uhm... how about my butt now?" His attention turned to Gwen's butthole, which reminded Ben of a wad of pre-chewed dubble bubble gum - a sweaty gleam on it's surface.

Gwen, on her back again, pried herself apart, a pensive expression with her lips folded into her mouth. Teasingly, her hole gaped for him, like it was aching for his touch, it's medicine pink inner qualities revealing her depths that he was now quite familiar with and he hadn't even stuck it here. Ben pulled himself on the near invisible angel hairs that were made visible by the casting light from the second story window in her bedroom. His hands dug into the ridges of her tight asshole, feeling like a mountain climber, he needed to rest, his shoulders twinging, his face against the softness.

Digging in, he plunged his pelvis at her crinkle. Gwen shot forward, her whole ring expanding out like Ben was eight inches trying to wedge himself inside. "Ben! Stop! Pull back! Pull-hhhrrrrn!" Yet he didn't, maybe not knowing his own strength or size. Gwen's teeth gnashed, her face a partial grimace.

Discomfort filled her, as did his cock as it slithered into her cove. There was no stopping him, so she tried her best to relax. Closing her eyes, Gwen cooed, whistling as she tried to relax her sphincter muscles. "Wheeeeeeeew... slow down Ben." His trudging dick came to a stop, his full limit tickling her in a way that made her imagine her own guts in 3D. "Ah gaaawd~" Gwen keened.

Ben popped early, filling her up. He dug in, ready to feel the force of his load wash back into him, knocking him free from her ass. Gwen winced, struggling at how his penis almost changed shape, the sides of his penis hitting her walls as she felt her lower half drown from only a few shots.

Gwen wanted to take a quick trip to the bathroom, thinking how cute it would be with Ben on the sink to watch her, kind of like a cat or a dog doing the same thing.

That thought evaporated, as a translucent light reformed Ben back to normal, still lodged inside.

Seeing a fully grown Ben above her caused Gwen's mirthful horniness to evaporate in an instant, her eyes big while Ben stared down at her listlessly. For Gwen, there was a realization that this wasn't fun and games anymore, feeling almost like he was just a toy to play with before and that there were now real consequences with a fully grown Ben

Ben being fully sized again conjured up all sorts of icky and ooky thoughts that she wasn't sure she was capable or mature enough to answer. At the same time, Ben was planted firmly - and she did mean FIRM-ly inside her, and in a way that she wasn't gonna start to argue about.

Gwen glowed with a radiance and had this look on her face like he was the only boy on Earth, even if she was staring with a distance in her eyes. A strand of her orange hair managed to slip from her blue hairclip, now cast across her eye and against her nose. Any tiredness he felt dissipated, as he began humping into her.

Ben brought his hands down at the sides of her skinny body, looking about ready to do fifty pushups. "ACH-! Beeeeeen-" Her shock was loud, but her call to him was whispery and whiny. Her chin threw back, her throat strained, yet Ben was in his own world of pleasure, acting more like an animal than her cousin, his grunting growing louder and louder into her chest. Gwen writhed, throwing her noodle like arms back across the smooth floor, because she was worried about smacking Ben if they were flailing about a little higher. Despite how much it hurt, she didn't want to hit him.

Then his cock hit her in a certain way she wasn't expecting.

She pushed back on his length willingly.

With a minxy look in her half-lidded green eyes, she made her intentions clear. "Fuck me Ben!"

"But doesn't it hurt?" Ben asked with worry. Her own hands began pulling at him, clamoring down his sides and even gripping Ben's behind. Her enthusiasm almost scared him off her.

She wagged her head back and forth. "Uh-uh... uh-uh..." Gwen repeated

As he pumped into her, he gripped her below the hips and rocked back and forth with a seesaw motion. Despite how small his hands were, he was still able to wrap them around Gwen's middle, keeping her in place for his surprisingly lengthy strokes, just barely strong enough to fully pull her back onto himself. "Fuck-fuck-FUCK me!" The lithesome girl began squealing with delight.

"Gwen... ah, Gwen..." He groaned between thrusts, his straining face squinting into closed eyes. With one final stab, he unleashed another load into her already cum laden asshole. She clenched hard around his shaft, feeling him throb as he delivered every spurt inside. Gwen threw her head back, her toes curling, from the ball of her foot right down to her heel, at the impacting sensation of Ben's sperm.

She wanted to faint. "So... hot..." Gwen spoke in quiet breathiness.

"What?"

"Your stuff... in my butt..." Ben swished his penis around her asshole before retracting himself, the suction of her ring dragging along with him as he did, leaving her with a pop, with a webby strand still connecting them that eventually broke, an instant shot of whiteness slowly pouring to the floor, pooling near her red and radiated skin. The O shape was puffed out and irritated, before it began regressing smaller and smaller to an o, then a *, trapping a loogie of Ben's sperm before it could escape. Gwen stretched out like a particularly content kitten, the back of her wrist against her forehead as she partially obscured her eyes, a part of her still pretending it wasn't just Ben that came inside her.

Even knowing that she'd have to scrub the evidence sooner rather than later, it was hard to deny that she enjoyed the process. "That was... fun... hah... hah..." A glistening Gwen panted, then swallowed, as things started to get more lucid for her, her pupils returning back to normal.

Ben nodded back, his tongue nearly wagging like a dog. "Hah, hah, yeah..."

"But..." Gwen swiped the sides of her eyes then sniffed, her nose twinkling. "I still can't believe you tricked me into doing that."

"Huh? But you're the one who suggested it." Ben just laid strewn out on the floor, propped up on his elbow, looking proud of himself.

"YOU snuck into MY pants..." Gwen was back on the offensive, looking down her nose at him. She crossed her arms, hovering her hands over her nonexistent boobs, their chests nearly alike, except Gwen's were more supple looking with tender pink nips. "Anyway. Doesn't matter. We should NEVER do it again..."

He was confused. "Well why not? You just said it was fun."

Her eyelashes fluttered, a familiar annoyed blink as Gwen couldn't look directly at Ben. "You know what? You're right." She stood up, parting her legs slightly and showing off her smooth nudity just a few inches from Ben's face. Gwen's lip turned stern and commanding. "... but this time, we're doing it on my bed." She leaned on her bony hip with her right, but cast her left hand behind herself. "Now."