Mixed kinks of Ben 10

by Jokiba

Random smut of the Ben 10 universe

6. Controlled Burn

Controlled Burn

Bearman15

Summary:

Ben's Omnitrix malfunctions and turns him into a feminine new alien that he has never seen before. His new Tamaranean body is fit, strong, and entirely fueled by emotions. His unprepared mind is quickly overwhelmed by the powerful alien instincts of the form, and it falls to Gwen to try and reign him in. Though what can one amateur sorceress do against the wild might of an unbridled Tamaranean?

Inspired directly by a series of images drawn by the artist Cothswoller.

Chapter 1: Benfire

Chapter Text

The summer sun was climbing, perhaps a few hours away from noon, as Gwen exited the old camper van. She raised a hand to shield herself from the harsh sun as she stepped off towards the edge of their campsite and found herself a seat beneath a nearby tree. She knew that as long as the AC was on the fritz it would be best to spend the hottest hours of the day outside rather than in. The lithe, red haired girl relaxed against the cool trunk of the tree and listened to the cicadas hum in the forest surrounding their little camping spot as she cracked open a small magic tome she had appropriated from the evil witch Charmcaster. It was just a small tome, filled with what were mostly weak, if convenient, little spells. A book of utility spells, rather than some tome filled with arcane battle magics. Still, it did have a few spells of note within that an amateur witch like Gwen was eager to learn. Any chance to expand her magical knowledge was welcome.

But, of course, Gwen's peace was predictably shattered as soon as she opened up her pilfered book. Her cousin Ben threw open the door of the camper hard enough that it slammed against the outside wall with a raucous bang. He let out an obnoxiously loud yawn as he stepped out into the sun. "Morning Gwen," Ben said with a cocky grin as he stretched idly a few feet from her. Her brown-haired cousin somehow had the power to annoy her even when he really hadn't done anything at all.

"Barely, it's almost noon, Dweeb," Gwen said, her voice tinged with a slight irritation. Part of her had hoped that Ben would brave the heat inside of the camper van and simply play video games all day. She would have welcomed the solitude.

"Yeah, well kicking villain butt all day makes me tired. Some of us need our beauty sleep, not that you'd understand," Ben shot back with a shit eating grin. Gwen could feel heat rising in her face as she prepared to shoot some insult back at her dweeby cousin, but was interrupted when the door to the camper opened up once again.

"Now you two, no fighting," their grandpa Max said with a chiding little grin on his full face. The portly, gray haired man had a tackle box in one hand and an old fishing pole slung over one shoulder. "Now I'm going fishing. Last time I was here I caught half a dozen trout. So be prepared for a fish feast tonight. No fighting, keep the place clean, and Ben, no transforming... unless it's an emergency," Grandpa Max said to the pair with a stern but friendly look on his face.

"What!? I can't transform but Gwen can do her magic?" Ben asked petulantly.

"Gwen never set a national park on fire with her magic, so, yeah. She gets to practice her magic," Grandpa Max answered with a grin. "I'll be back before supper, so just try to keep the old camper in one piece until then," he added as he slung a day pack over his shoulder and headed out down the mountain they had camped on.

"Welp. I for one think that this is a perfect opportunity for some training," Ben said, almost as soon as their grandpa had gone out of earshot.

"Grandpa said no transforming, Dork," Gwen said plainly, but with a pseudo authoritative tint to her voice. Truthfully, she didn't really care if Ben used his watch and transformed into an alien to train. Really, it might mean that he'd run off and she could get a little peace for once. But, she never had been one to pass on a chance to annoy him.

"Yeah, well what Grandpa doesn't know won't hurt him. Besides I'll just be careful this time," Ben answered with a casual confidence that Gwen knew was nothing but bluster.

"It's your funeral. Besides, it is like a million degrees out here. You really want to train in this heat? Why not just take it easy until grandpa gets back?" Gwen asked, hoping that she could subtly persuade her goofy cousin to just go back inside and play video games all day. Before he got that stupid alien watch, that was what he had wanted to do all day every day.

"Nah, this heat is nothing, especially for Heatblast."

"Heatblast!? Ben, no! I'm trying to read here. I don't need some living lava alien making this hundred degree heat worse! Come on just do the four armed one or something and go lift some rocks," Gwen pleaded, though she could see that Ben was having none of it.

"Sorry Gwen. I'm feeling the heat today and the heat feels good," Ben said with a wide grin as he casually set his omnitrix to what Gwen assumed was Heatblast. Gwen buried her head in her book, deciding that ignoring her annoying cousin was the only way to get even a little peace. But it seemed that Ben was intent on pushing as many of her buttons as possible. He came closer until he was just a few feet away. "What can I say? I want to be as hot as a star. I want to feel the FIRE!" he said as he slammed his hand down on the large button on top of his Omnitrix, initiating a transformation. There was a blinding flash as Gwen let out a groan of pure annoyance.

"God, will you shut-" Gwen started as she had had just about enough of her cousin's annoying attitude. Her train of thought was disrupted by an ear splitting and rather feminine sounding yell.

"AAAAAAAAHHH!!" Ben screamed with a newly feminine sounding set of vocal chords.

Gwen looked up over the top of her book and saw that Ben had seemingly transformed into some alien that she had never seen before. Both Gwen and Ben were dumbstruck for a moment as they both took in the fact that Ben had not turned into the fiery Heatblast, and had instead turned into... a girl? At a glance Ben had turned into a tall, athletic, somewhat curvy girl. This new form even had long red hair, and large, doe-like eyes. There was only the slightest indication that this was indeed an alien. Ben's skin had become orange, but not more than a bad coat of spray tan might bestow. Her eyes had become a deep, emerald green. Even the normally white sclera were tinted a vibrant green. If not for those traits, Ben could have passed for a very fit and attractive human girl of about 19 or 20. The look was even completed by a tight white and black sleeveless top, a rather short skirt, and some thigh high boots of the same color. "THE HELL!? BEN!? WHAT DID YOU DO!?" Gwen yelled as it seemed that somehow Ben had activated an alien he hadn't meant to.

"I don't know! I wanted Heatblast, but the watch made me into this!" Ben said, his voice now high and feminine. "Am I a girl? Is this just a girl alien?" He asked, the answer more than a little obvious judging by the substantial breasts now hanging from his chest.

"I mean it looks like it. If it weren't for the weirdly green eyes you could just be a human girl," Gwen answered plainly now that the initial shock of the event had worn off a bit. "How does it feel?" she asked, curious to know that her cousin was alright and curious about this new, oddly human-looking alien form of his.

"It... it feels strong," Ben said as he flexed one lithe but strong looking arm. He reached down and casually plucked a rock from around the fire pit. He lifted the 100 pound rock with a surprising casualness and then tossed it aside as if it weighed nothing at all. "And... hey! look, I can fly!" He said with a girly sounding laugh as he began to float a few inches off of the ground. "If it wasn't such a girly body, it might be pretty cool," he said with a laugh as he floated around the campsite to get a feel for the powers of this new and strikingly feminine form.

"Figures. You get a super strong new alien form that can fly and can probably do a bunch of other stuff, but you don't like it because it's feminine," Gwen said with a roll of her eyes.

"It's not just that... it's... this alien is. God it's like it keeps trying to steer me on emotion. Every little emotion wants to snowball out of control," Ben said as his hands roamed slowly down his new feminine form. "It's like... fuck, it's like this alien is run entirely on hormones or something," he added as his hands came up to cup his now hefty and perky breasts. Gwen watched, cautiously interested as Ben explored his new form. "God... I feel like I'm on fire! Every nerve is tingling!" Ben half moaned as his hands began to slip up underneath the hem of his tight top.

Gwen watched, half in horror and half in interest as Ben began to feel up his new alien body. His hands roamed over his new and admittedly impressive breasts. Gwen could see his hands pinching at his nipples beneath the tight top. Half of her was revolted at watching her cousin act this way, but he was doing these things in the body of an admittedly very beautiful alien woman. At the very least it was confusing. Ben moaned, his newly womanly body reacting to the clumsy stimulation he was feeding it. His face grew red and Gwen could see his nipples poking hard against the fabric of his shirt. But it seemed that soon he was not satisfied with a little nipple play. Gwen watched with mixed horror and suppressed arousal as one of Ben's lithe hands slipped quickly down past his belt line and into his panties. "EWW! GROSS!! YOU DWEEB! If you don't knock it off I'm telling grandpa!" Gwen threatened even as she felt her own face flush with a nervous arousal.

"Grandpa! Grandpa... he's a boy, right? Boy's have dicks. God that thought is so hot. Dicks, dicks, boys have dicks," Ben said with a bubbly giggle that might as well have come from a drunken sorority girl. It was strange, but it seemed that what he had said earlier was true. This alien form seemed to be driven by emotion and hormones. What was worse, it seemed that Ben was unable to fight against this alien's instinctual drive. Gwen watched in a slight panic as her cousin tore off his shirt and began to openly play with his new breasts. His hands squeezed the modest mounds, fingers dancing over the pointed nipples and soft, supple flesh. "God, this body feels so good Gwen! You have no idea! It's like everything feels better times a million," Ben said as he laid back on the grassy ground of the campsite and continued to play with his new breasts.

"Focus! dweeb! This is a new alien. You have to get used to it, control it. So this alien has some crazy hormones, maybe that's how you use its powers," Gwen said, trying to get her cousin to regain some sense of himself. It seemed that as it was the alien's powerful emotions and hormones had completely overwhelmed her dorky cousin's apparently feeble mind.

Despite Gwen's efforts, it seemed that Ben was too far gone at this point. He moaned girlishly and Gwen watched as he almost eagerly stripped out of his already tight mini skirt. "God, I can smell it. There was a man here. I can smell his balls," he said, his hands playing with his perfect looking alien pussy as he breathed in great lungfuls of the mountain air, trying desperately to get even a slight whiff of the faint male smell that their grandpa Max had left behind.

"BEN! GET A GRIP!" Gwen yelled, hoping that maybe a little yelling would jolt her cousin out of this weird trance. But it seemed that her cousin had found what this body wanted, and he was not about to try and deny it.

"Grandpa has a dick, right? God, I want to see it. I can smell it. I can smell him on the wind," Ben said as if hypnotized. His face was deep red with arousal and Gwen could feel the excitement coming off of her cousin, literally. This alien was emitting a body heat that was palpable even several feet away. "I have to go see him. I want to see that dick," Ben said as he began to float up into the air and head in the direction that their grandpa Max had gone. It seemed that her cousin was completely and totally under the thrall of this oddly emotional and hormone driven alien. Gwen knew that she had no choice but to help. Ben was going after the only human male within miles, who just so happened to be their grandpa. She could not let her cousin make a mistake that would haunt him for the rest of his life just because he could not control this strange alien body.

"Oh no you don't!" Gwen yelled out as her cousin began to fly off in the direction their grandpa had gone. The red-haired girl felt the magic in her arms before it manifested. Ethereal blue vines shot from her hands and wrapped themselves around Ben's trim waist and fit arms. Gwen pulled tight, trying as hard as she could to keep her cousin here in camp and not off molesting their Grandpa, or god forbid, some unsuspecting hiker out in the woods.

"I can smell him! He went this way!" Ben said, his face utterly glazed over with alien lust. Despite Gwen's efforts, Ben flew onward with a strength that beggared belief. Even bound by Gwen's strongest magics he was able to tug her along with him foot by foot. With a panicked yell, Gwen held on to the vines she had summoned as tight as possible. It was a struggle that Gwen knew she was losing. It seemed that the horny alien Ben had become was more than a match for Gwen's weak arms.

"NO!! BEN! UGH!! C'mon! You cant!! How are you this strong!?" Gwen pleaded desperately as Ben tugged her along. It was like trying to hold back a hurricane. Ben was a force of nature and would not be denied by Gwen's magics. Gwen's mind raced for a solution as she tried to keep Ben here in the campground. She summoned vines to tie her legs to the ground, but they did little to slow Ben's advance. "BEN! PLEASE! STOP!!" Gwen pleaded, her words falling on deaf but exceedingly horny ears. "It's no use. The only thing this alien wants is dick!" Gwen said to herself even as Ben tugged her off towards the woods. She couldn't fight an alien this strong, not without potentially hurting Ben. Yet, she couldn't let Ben run off to do god knows what to their grandpa. The only recourse was to redirect Ben, but the only thing this alien seemed to respond to was cock. And that's when it hit Gwen. "I can't stop him... unless... oh no..." she said as a potential, if taboo, solution presented itself in her mind. She realized all at once what she needed to do.

With one hand Gwen opened up the book she had taken from Charmcaster. She flipped the pages quickly and looked for the odd, quirky little spell she had only yet glanced over. She found it in a flash. The words were written in an ancient arcane dialect, but the diagrams told the full story. It was a spell to either enlarge an existing cock, or create one where there was not one before. A novelty really, or an aid to a troubled marriage, but in this case it might just be what Gwen needed. Though, she had never cast this spell before and did not know quite what to expect. Still, Ben was pulling at her vines with increasing urgency and she knew that she needed to do something sooner rather than later. So Gwen concentrated and intoned the ancient words. She grimaced when she felt the surge of magical energy flowing into her and concentrating around her crotch.

Gwen groaned from the intensity of the sensation. Her legs and waist tingled almost painfully, like when a limb falls asleep and comes back to life on pins and needles. She could feel a lump growing from her hip, felt it pressing against the tight fabric of her stark white capri pants. Her knees shook as she felt a fat, sensitive lump growing from her, felt it lengthening. It grew in leaps and bounds, stretching down along her leg as it was trapped between her tight pants and her skin. It felt like there was a third leg stuffed down her pants. She could feel the thing pressing tight against her clothes, straining powerfully against the fabric of her capris. And then came the balls. First one, and then the other popped into existence. Gwen grunted when she felt the two huge testes form and drop into her already overly stuffed pants. Indeed the whole package was so thick, so long and girthy, that at some point the button of Gwen's pants had popped open from the pressure of her new equipment. The whole process had taken maybe five seconds, but it had felt like hours. Gwen could feel how red her face was as she looked down. She could see the long trunk of her new appendage running down one leg of her pants, nearly to her knee. With how thin her legs were, it looked like she was trying to smuggle one of those novelty summer sausages down her pants. It was distracting enough that Gwen hardly realized that Ben was no longer struggling against the vines she had summoned.

Ben had stopped in his tracks. "I smell... I smell cock," he said, utterly and completely a slave to the seemingly irresistible hormonal urges of this odd alien body. "I smell a dick!" Ben said as he floated back towards Gwen. Almost immediately he set his now totally green eyes on the massive bulge running down Gwen's pant leg. "Gwen, did you grow a dick!? It looks huge!" Ben said with a giggle as he floated almost upside down so that his pretty alien face could be level with Gwen's new cock bulge.

"I'm... I'm going to regret this," Gwen muttered to herself as she too felt a flood of intense hormones flood her system. It seemed that her new balls were not just for show. She felt her body flush with arousal. From her head to her toes, her skin burned hot with need. She could not keep her eyes away from Ben's newfound alien curves. "God his ass is so soft and round! And fuck, he smells so good!" Gwen thought as she hungrily eyed Ben's so suddenly attractive form. "Just... just keep it together. I just have to keep Ben distracted for ten minutes. Then he'll change back, and I can get rid of this thing and I can use this little incident to blackmail him forever," Gwen thought, even as she began to feel Ben's hot breath on her belly button. Still, she knew that she had opened the box, and with how strong this new alien form was, she knew that there was almost nothing she could stop Ben from doing for the next ten or so minutes.

Gwen grunted as her now inhumanly strong cousin pressed her up against the tree she had been sitting by. Ben's strong hands held Gwen firm even as Ben pressed his feminine, undeniably beautiful face up against Gwen's huge cock bulge. "It smells so goooood, Gwen," Ben said, his voice low and husky as he took deep, greedy breaths of Gwen's cock scent. He practically drooled as he nuzzled his face lovingly against Gwen's bulge.

"J-just take it easy alright?" Gwen said as she felt her heart beating hard in her chest. It was hard to think straight with all of these new male hormones rushing through her system. Just the feeling of Ben's face against her cock made her begin to harden up. She could feel it, feel her length beating to life. It was a strange feeling, alien, but it felt undeniably good. With every heartbeat her magically made cock thickened and lengthened and made her already tight pants tighter and tighter. Ben pawed at the bulge, lithe but strong hands lovingly feeling up every inch of Gwen's growing manhood.

Soon though it seemed that Ben would not be satisfied with just some over clothes pawing. He grabbed the hem of Gwen's pants and tugged the tight capris down around Gwen's ankles in one powerful motion. Gwen could hardly look as her magically summoned cock sprung free. The thing was immense. It was half hard and yet still hung heavy and low. Thick veins danced along the length of it and throbbed visibly. The fat, rounded head of her club like length dribbled a thin string of clear pre as it wavered down by Gwen's knee. She hadn't had time to fine tune the spell in any way and it seemed that her haphazard spellcasting had given her a truly immense manhood. "Wow! This thing is amazing! Look, Gwen, it's almost as big as my forearm!" Ben said in excitement as he held Gwen's throbbing length and placed it next to his forearm to compare the two. Truthfully Ben seemed both in awe and utterly lovestruck by the sight of Gwen's newly made cock. "And look at these balls! They're huge!" Ben giggled as he took Gwen's dangling nuts in his hands, each hand lovingly cupping a single fat teste. "And it smells sooo goood!" Ben groaned in earnest need as he gave Gwen's newfound package a long, deep huff. "I need to taste it," Ben said as he opened his mouth and unfurled the longest tongue Gwen had ever seen.

Gwen could do little to resist her cousin's advances. The hormones coursing through her veins from her new balls made this whole situation seem like a good idea anyways. So when she felt Ben's long, prehensile alien tongue wrap around her shaft she could do little but give a shuddering moan and place her hands on Ben's thick head of bright red hair. Gwen moaned as she felt her cock harden at the sensation of a slick tongue on her sensitive skin. In moments her half hard length flexed and grew until it throbbed, hard as a rock, against Ben's writhing tongue. For the first time Gwen got a good look at the monster she had given herself. Her length was immense, easily eleven or twelve inches long, and on her petite frame it looked even bigger. It was as thick as her wrist and she saw thick veins running up and down the shaft. Veins that throbbed visibly with her heartbeat. The rounded head was pink, and even fully erect was half covered with a hood of pale skin. It was a beast unlike any other and absolutely at odds with Gwen's lithe, feminine body. What was perhaps worse was that Ben seemed to be absolutely enthralled by the fat trunk of a cock.

"Gwen this thing is amazing! It's so big and I just want to-" Ben said with adoration in his eyes. Ben faltered for a moment and Gwen could see him wavering ever so slightly. She could see the slightest bit of hesitation on his face as he seemed to fight against the intense instincts of this alien. But it only lasted a moment, and any trepidation Ben might have had about sucking his first dick was quickly overridden by the torrent of alien hormones flooding his unprepared mind. He opened his mouth wide, long tongue lolling out lazily as he hungrily engulfed the first few inches of Gwen's thick shaft into his inhumanly hot mouth.

"Ben wai-!" Gwen grunted as she felt the first few inches of her length plunge into Ben's hot, tight, all too eager mouth. It felt intense, strange, heavenly. Immediately Ben began sucking, lips locked tight to Gwen's shaft. His long alien tongue swirled around the sensitive head of Gwen's girthy cock and his almost dainty hands gently massaged Gwen's fat, low-hanging balls. Gwen had had very little time to prepare for this. She had had no idea what to expect, but she had never expected this to feel so terribly, frighteningly good. The feeling of having her shaft enveloped in hot, wet, willing lips was electric, intense. It threatened to completely overwhelm the petite redhead after only a few seconds of intense sucking. Her knees shook, her breath came in ragged gasps, and it was all she could do to slip her hands into Ben's bright red alien hair and hold on for dear life as her cousin worked to give them both what they really wanted.

Even a sex-crazed alien like Ben was having a little trouble working Gwen's fat length. The powerful girth of it was just too much. Instinctively Ben realized that he'd have an easier time if his head was upside down. He floated, inverted himself until he was upside down. From this position it was easier feeding Gwen's thick, curved cock into his mouth. Gwen, for her part, found her vision dominated by a prime view of Ben's plump, soft looking alien pussy. Part of her wanted to be disgusted, but the male hormones flowing through her made the sight of Ben's alien pussy look all too enticing. The lips were plump, smooth with a shock of red hair right above his slit. Part of Gwen wanted nothing more than to dive in, to put her tongue to that lovely pair of alien lips and go to town. But the rational part of her knew that that might only egg Ben on, might make the already sex maddened alien even more sex maddened. Not that Ben was going to give her much of a choice. Gwen was only able to let out a small squeal of protest when she felt Ben's shapely but incredibly powerful thighs wrap around her head. Her mouth was pressed right up against ben's wet, needy pussy. "Hmmmph! BEN!" Gwen said, half angry and half dazed by the sudden sexual leg lock.

Gwen struggled to get away. This whole situation was just happening so fast and she could not handle Ben's hormone driven advances. But her cousin had muscles stronger than steel now and all of the squirming in the world wouldn't help her get away. Not that Ben's adoring cock worship was making things any easier. He worked like a woman possessed. He bobbed his head, long alien tongue twisting over every inch of Gwen's cock. He lavished her cock with adoration, with unrepentant lust. His inhumanly strong hands gripped tight to Gwen's ass as he worked with single minded devotion to service her thick log of a cock. A messy, noisy, decadently devoted act of utter worship.

Gwen found herself in a daze of pleasure. Ben's sex was so hot, so soft, and it smelled so nice. The scent of it hit buttons in her mind she hadn't known existed. So it was almost without thought that Gwen opened her mouth and gave Ben's silky pussy a single tentative lick. Immediately Ben answered the touch with a needy moan. His pussy quivered and his legs locked tight around Gwen's head. "Fuck, guess he liked that," Gwen thought with a chuckle. Then a thought occurred to her. "Maybe I can get him to calm down if I can get him to cum!" she thought. It was a risky thought. Maybe making Ben cum would only rile him up, or maybe it would calm him down. It was a 50/50 shot. But seeing as Ben had her head in a vice-like leg lock, she figured that the choice was already half made. Besides, it was probably best to just go along with what the sex crazed, ultra strong alien wanted.

So Gwen licked, tentatively at first, but with increasing vigor as she found that she rather liked the taste. She licked at Ben's slit, exploring the alien organ in the most intimate way. Her tongue dipped into Ben's dripping womanhood. It was hot, inhumanly hot, and tighter than she could have imagined. Part of Gwen's mind wanted, needed to know what it felt like to have that super human pussy wrapped around her cock. So with her nose pressed right up against Ben's tight, puckered asshole, Gwen licked at her cousin's alien pussy, even as Ben did much the same to Gwen's fat, magically summoned girl cock.

Gwen had to admit that her cousin was much better at this than she was. His tongue was long and prehensile. It swirled around and squeezed at her cock even as Ben's lips sucked at her bulbous cock head. "Ben! Ben how are you so good at this!?" Gwen mewled as her cousins lips and tongue worked wonders on her throbbing shaft.

Ben simply hummed in response, his feminine voice dripping with pleasure and unrepentant lust. To his lust-addled brain, this was heaven. There was a big veiny cock in his mouth and a face trapped between his thighs. So in his elation, he began to absentmindedly levitate. It was slow at first, but Gwen noticed as soon as her toes left the ground. "Ben! Ben wai-!" She tried to shout as she realized that her cousin was lifting them both up in to the air using his alien powers. Her protest however was cut short when Ben's thighs locked tight around her head, pressing her face into his dripping snatch with an inhuman strength. Gwen could feel that they had left the ground, but with her face buried in Ben's crotch there was no way to tell how high they were, All she knew was that they were slowly rotating, somersaulting in the air, and that Ben's expert sucking had not waned even a single bit. He was so good, so utterly devoted to worshiping her cock that Gwen found it hard to concentrate on anything else. So with only one path left to her, Gwen wrapped her arms tight around Ben's waist and her lithe legs around his head. She resolved herself to try to make him cum as she licked at his puffy slit. At this point, it was her only hope.

From afar, the pair made quite a sight. Two girls interlocked, heads nestled between each other's thighs as they floated seven or eight feet above the ground. The pair rotated slowly, almost drifting through the air with the slight breeze. The birds and bugs of the forest sang their natural songs as Ben and Gwen filled the little camping spot with the sounds of sloppy fellatio. Ben's head bobbed in a steady but deepening rhythm. His soft lips slid over Gwen's length and he sucked at her inhumanly large shaft with an equally inhuman strength. He felt it when her bulbous cockhead began to hit the back of his throat and the next step seemed like the most natural thing in the world to his mind. With almost expert precision Ben opened up his throat and with a slight "Glrk!" deepthroated she shaft all the way to the balls. Gwen let out a shuddering whimper of pleasure when she suddenly felt all twelve inches of her immense girl cock being sheathed down Ben's tight, slick, deliciously strong throat. She could feel Ben's breath on her balls and some part of her realized that this alien had no gag reflex. He swallowed around her length and she grunted as she felt the rolling wave of pressure move down her throbbing length.

"BEN!! Ben that's not fair!" Gwen moaned as her cousin repeatedly swallowed around her cock. His throat rippled, peristaltic motions milking Gwen's cock in waves as it squeezed at her. It was too much. The absolutely animalistic intensity with which Ben sucked on her cock was sending Gwen into a haze of pleasure. Her head swam in a dreamy, foggy state from the pleasure. There was no way for Gwen to keep her wits about her like this. Her cousin was deepthroating her cock as they both floated and spun in the air. She surrendered to the pleasure. Gwen drew her thick length a few inches out of Ben's mouth, and then with a needy thrust she slammed it back in. She set herself into a steady rhythm, balls slapping against her cousin's nose with every needy thrust. Ben's throat bulged, stretched tight around Gwen's cock. The camping spot echoed with the visceral sound of a fat cock plunging down a tight alien throat and a pair of heavy balls slapping into a pointed alien nose.

Gwen's thrusting was sloppy, amateurish. She, like Ben, was running on instinct now, just following what felt good. The feeling, the pleasure of having herself sheathed down her cousin's alien throat was drug-like. Every thrust sent a wave of spine tingling pleasure thrumming out through her entire body. As the seconds ticked by her thrusting became harder and harder, hips slamming into Ben's mouth with increasing force. Gwen's tight ass jiggled every time she hilted herself, every time her cock plunged all the way down Ben's throat. Not that Ben seemed to mind. He moaned, mouth and throat vibrating around Gwen's cock with every thrust. He continued to swallow hard around her length every muscle working to milk his cousin, to earn the meal brewing in her heavy, wrinkled balls. Gwen knew that at this rate it would not be long until Ben got his meal and she got to feel what a male orgasm was like.

Gwen's thrusting grew almost lazy. Her hips slammed into Ben's face clumsily. She thrust hard, going as deep as she could go with every thrust. Her balls pressed tight to Ben's nose and her head bloomed with a stupefying pleasure as Gwen came. The lithe redhead threw her head back, and her hands gripped like iron to Ben's shapely hips as she started to cum. Her balls heaved up, clenching tight to her body as the first fat rope of cum rocketed up her shaft. Her shaft hardened like steel and flexed hard in Ben's throat and her mushroom like head expanded, swelling up just as the first dirty bloom of thick, pearly white semen shot from it. Gwen squealed and her eyes lay half lidded as she felt the first massive rope shoot right down Ben's throat. It felt so good that it almost hurt. Her cock shot with incredible force, spurting almost right into Ben's hungry stomach. Finally getting what he so desperately wanted Ben grinned and hummed a happy hum before swallowing hard, greedily gulping down the thick goop half way down his throat. His hands moved to Gwen's balls and he squeezed them gently, helping the insensate girl to shoot as much as she physically could.

Gwen came again, and again, and again. It was like being in a dream and every wet throb of her cock brought another beautiful wave of pleasure to her brain. She could hear it, hear every wet squelch that accompanied her every heady rope of cum. A sound that was accompanied by the visceral gulping sound her cousin was making as he ravenously swallowed down every ounce that she could give him. A dirty, sloppy squelching that in this moment was the most beautiful sound that Gwen had ever heard.

Ben too swam in a sea of pleasure. His body practically sang each time he felt one of Gwen's thick spurts slide down his throat to settle in one of his nine alien stomachs. He knew, instinctively, that in swallowing Gwen's seed he was fulfilling his very purpose for being. He felt her cock throb, felt it pulsate with every heavy spurt. But he wanted to taste some of it as well and he couldn't do that with Gwen's cock lodged all the way down his throat. So Ben tilted his head back and let Gwen's spurting cock slide almost all the way out of his throat until only her fat, rounded head remained in his mouth. Ben's mind lit up with pleasure when he felt Gwen's cock spurt up another hot puddle of thick cum right onto his tongue. It was bitter, salty, and somehow just slightly sweet, and to Ben's alien sex-crazed mind it was the most delicious thing he had ever tasted. With one feminine hand, Ben stroked Gwen's cock with long, languid strokes. Gwen's orgasm was tapering down but she still heaved up decreasing spurts of cum onto Ben's eager tongue. A load that made Ben's cheeks bulge ever more with each needy throb.

Gwen's hips jerked and her mind popped with little firework bursts of pleasure as Ben stroked out the last few heavy spurts of her orgasm. Ben's cheeks bulged out like a chipmunk, filled to the very brim with Gwen's salty load. He gave her cock one last firm stroke before finally letting her shiny cock head slip from between his soft lips. "B-ben... Ben that was... I mean that was... so, so fucking good," Gwen huffed as she slowly came down from the intense high of pleasure she had just experienced. She felt her back touch the ground and realized that they had finally landed. Ben stood, feet firmly placed on either side of Gwen's head. With a grin on his decidedly pretty alien face, he bent over and looked Gwen right in the eyes. Gwen could see that his mouth was full to bursting with her freshly squeezed load even as he grinned at her.

"Gulp!... Glup!... Glp!" Ben swallowed the immense load Gwen had given him in three loud, visceral swallows. He then opened his mouth and let his long tongue loll out. A lewd display showing that he had swallowed down every ounce of Gwen's thick load. He let out a sizable belch and patted his rather full stomachs contentedly. "Yeah, that was pretty good," he said with a giggle as he stared down at Gwen with a mix of adoration and bestial lust. Gwen, for her part, was in a daze, completely out of breath as her shiny cock slowly deflated.

"Does that mean that you're satisfied?" Gwen asked hopefully. The truth was that getting her dick sucked had felt way, way better than she had imagined and truthfully she would have liked to experience that again. But the more important thing was keeping Ben under control. If he had calmed down, then she was content as things were. It seemed though that Ben was far from done.

"Come on, let's play around some more," Ben said with an almost mad giggle as he reached down with one hand and casually lifted Gwen up and onto his shoulder.

"Ben put me down!" Gwen squeaked as she was helplessly laid over Ben's shoulder. "What do you mean play around!? Ben!?" Gwen kicked, giving a half-hearted struggle as Ben eagerly carried her into their camper van. In moments, Gwen found herself being playfully tossed onto the bottom bunk of the bunk bed that she and Ben shared. She landed on her back and barely had time to open her eyes before Ben was on top of her. He was taller and much stronger, and so when he came in for a kiss, Gwen could do little but whimper and reciprocate the intimate touch. Ben's lips were hungry and his long, prehensile tongue slipped out to tussle and twist around Gwen's tongue with a primal passion. She could taste hints of her own seed on her tongue as Ben kissed her deeply. Gwen could do little but whimper as she felt Ben's hands roaming under her shirt. His fingers found her small, perky breasts and he palmed them, squeezing and kneading the sensitive mounds lovingly.

Gwen knew that if she did nothing then Ben would control this whole situation, and there was no telling what he would do once he was done with her. She had to at least try to assert herself a little. Gwen's hands roamed up Ben's surprisingly athletic body until her fingers found his ample breasts. They were by no means huge, but the ample c cups were well larger than gwen's petite breasts. Gwen's fingers sank into the deliciously soft breasts as she squeezed them. She couldn't help but feel a pang of envy as her fingers toyed with Ben's rounded, pebbly nipples. He had never intended to be a girl and yet somehow he had ended up with this absolutely stunning body. "This is so not fair," Gwen muttered to herself as she raised up her head to take one of Ben's nipples into her mouth.

And just like that, with a touch of lips to nipple, the tables had been turned. Ben let out a girlish whimper as Gwen's lips locked tight to his pebbly bud. With an envious hunger Gwen pressed her face into Ben's breast, greedily sucking on the orange breast with an intensity that might have been painful if not for Ben's super human durability. Gwen closed her eyes, letting herself get absorbed in the act. She sucked greedily at Ben's nipples, first one and then the other as she used her hands to fondle his impressive breasts. Her tongue ran circles around his nipple, and for once, Gwen felt that she was in control. "Heh, guess I finally found your weakness, huh?" Gwen chuckled with a grin as Ben looked down at her with a look of desperate need on his face.

"Y-yeah? Well your weakness is pretty obvious too," Ben said petulantly as apparently even transforming into a cock crazed alien was not enough to quash the competitive animosity he held for his cousin. One of his hands reached down to gently caress Gwen's now quickly re-hardening cock. Gwen's eyes widened as she felt Ben's slender finger wrap around her turgid length.

"Shit I hadn't even realized I was hard again!" Gwen thought as she redoubled her attack on Ben's breasts. The intense makeout session had become a full blown arms race as both members sought to outdo the other. Gwen could feel sweat beginning to bead on her skin as Ben slipped her shirt over her head. In moments Gwen's perky breasts were bare to the world and she realized two things. First, she realized that the air conditioning was still out in the camper, meaning that even without getting hot and heavy with Ben she'd probably still be sweating. Second, she realized that Ben was giving off inhuman amounts of body heat. This alien that he had turned into almost felt like there was a literal fire inside it. Heat radiated off of his orange skin in waves. Gwen hadn't noticed it outside due to the heat of the sun and the light breeze blowing through, but in the close confines of the camper it was dizzying. So, using her magic, Gwen opened up every window that she could see. If she didn't want to pass out halfway through this then she knew she would need as much cooling as possible.

The close confines of the aged camper van had another effect. Ben's scent, heavily laced with alien pheromones and feminine musk, was able to build up in the air. His newly feminine scent hung heavy in the air in an intoxicating vapor that Gwen pulled into herself with every breath. His scent was inhuman to be sure, but nice as well, and the more Gwen got of it the more she wanted. "Sweat... probably filled with pheromones..." she said, only able to half concentrate due to the multitude of stimuli coming at her. She felt Ben guide her cock towards his rear and she whimpered when she felt her throbbing length being sandwiched between his powerful cheeks.

"Man, I wonder if I can take this whole thing," Ben said, cooing praise to Gwen's cock even as he gyrated his hips and rubbed her thick length between his ass cheeks. He grabbed Gwen by the face with both hands as he raised his hips up to line her shaft up with his waiting pussy. "I can't wait any longer. Please, Gwen, I gotta feel your fat thing inside me. This body needs it more than anything!" Ben said, desperation strong in his voice. "Please, please, please, please," He whimpered as he rubbed his dripping wet pussy lips up and down along Gwen's shaft.

In a sudden burst of motion, Gwen grabbed Ben by the arms and rolled him over until she was the one on top. This she knew was her opportunity to take a bit of control. "Alright, dweeb. I know you're trapped in some alien sex freak body so I'll help you out. But we do it at my pace, alright? I'm the one with the dick, so I'm gonna be the one in charge," Gwen said as she grabbed Ben by the knees and slowly spread his shapely legs apart. Gwen had never imagined that she would be attracted to a girl, but the sight of Ben, legs spread and alien pussy on full display, ignited something within her. In this moment she just wanted nothing more than to thrust herself into that tight tunnel, to ream it over and over until it was filled and covered with her hot, sticky, potent load. Gwen rubbed her rock hard length against Ben's needy pussy, trying to cement the feeling that she was the one in control here. "If you don't play nice then... then I'll get rid of it. I'll make my dick disappear and you'll be left without," Gwen bluffed. Truthfully she hadn't looked up the counterspell to her little cock summoning charm and thus had no way at the moment of getting rid of her knee-length cock. But Ben didn't have to know that.

"C'mon, Gwen! Don't make me beg! I'm going crazy here. If you don't put that thing inside me I don't know what's going to happen. Feels like I'm going to explode!" Ben said, both frustrated and humiliated by the situation.

"Fine, you big baby," Gwen said with a smug smile. Even in a situation like this, it felt good to have her annoying cousin groveling for her. Still, Gwen wasn't as confident as she let on. She had never had a dick before and really had no idea how to properly use it. It seemed simple enough, in theory, and she just hoped that instinct was enough to carry her through to the end. Gwen grabbed Ben by the knees, bending his long legs back as she used one hand to slide the tip of her cock up and down along his slit. Gwen couldn't help but grin a wide, cocky grin as she lined her fat cockhead up with Ben's petite pussy. She could feel how tantalizingly soft his lips were. She looked Ben in the eyes as she slowly pressed her cock forward. She watched, drinking in his surprised expression as his pussy spread wide around her fat head. The needy, submissive look on his face as she took him was in a word, exquisite.

Ben grunted and let out a high, feminine whine as he felt the first few fat inches of Gwen's length enter him. He could feel his tunnel stretching, feel himself being filled inch by throbbing inch. His pussy quivered, clenching as it finally got what it so desperately needed. Part of Ben's mind, a deep part that had been mostly suppressed by the utterly dominant breeding instincts of this alien, felt that this was wrong. It felt that getting fucked like this by his cousin should have been the last thing he should have wanted. But in reality, it was the only thing in the whole world that he could care about in this moment. So he bit his bottom lip, spread his long legs wide, and savored the feeling of his pussy being stretched around a truly tremendous cock. His hands went almost unbidden to Gwen's small, perky ass. He squeezed her rear teasingly and pulled her in, practically forcing her to give him more cock. "Please Gwen. I want it all. I can take it, promise." He said, begging for his cousin to claim him in the most carnal of ways.

Gwen could only nod in assent and pressed her rod in steadily, sliding inch after fat inch of her cock in to her cousin's wet, waiting, womanhood. The feeling of Ben's pussy around her was unlike anything she could have imagined. His heightened body heat meant that the inside of his pussy was like an oven around her cock and Gwen could feel a pleasant tingle creeping through her from her cock. "God, even his pussy is strong!" Gwen thought as she bit her lip. It almost felt like his inner muscles were pulling her in even as his hands pulled on her backside. Somehow, after what felt like an eternity Gwen felt herself hilted fully within Ben's magma-hot pussy. Somehow his alien physiology had managed to take every thick inch of her trunk like cock. Gwen let out a satisfied breath and simply left herself there, adjusting to the feeling of having her manhood fully wrapped in tight alien pussy. Looking down at Ben's trim stomach she could see the bulge that her cock made from within. It was just a hint, just a little bulge on Ben's lower stomach, but it was evidence of just how big her cock really was.

Ben let out a hiss of a breath as he finally felt himself filled to the brim with cock. He could feel Gwen's cockhead pressing against his deepest reaches, feel the subtle beat of her heart through the throbbing of her cock. It was like sweet anodyne to the breeding madness that had been dominating his every thought. Finally, he was getting what he so desperately needed and he felt his body fill with a giddy sort of warmth. He lay back and closed his eyes and just let himself be filled with that warmth. "Uh... Ben?" Gwen said softly after a few moments, concern tinged in her voice. Ben opened his eyes to see a strange sight.

"Holy shit my pussy is glowing!" Ben said in utter surprise as he looked down. His feminine mound glowed a bright green. It reminded him of the way it looked when you put a bright flashlight behind your hand and the light shone through the skin and muscle. But this light was inside of him, part of him. And it wasn't just his pussy either. "Holy shit my hands too!" He said as he saw that same inner glow coming from his hands.

"You eyes to," Gwen said, just as amazed as Ben was at this sudden development.

"I was just... I mean it felt so good and I just concentrated on that and now I'm glowing!" Ben said both excited and somewhat nervous.

"Well, maybe this alien's powers are emotion based?" Gwen offered scientifically. "I mean it seems to be pretty emotionally driven... at least given where we are right now," she added as she gestured down to the place where they were intimately joined.

"It's... it's fine. Just keep going. I'll warn you if I feel it going out of control or anything," Ben said as the insatiable lust of this body once again began to assert its dominance over his mind.

"Fine, but if you feel some explosion or fire stuff coming up then you better warn me," Gwen said warily, "I'm gonna start moving now."

"J-just shut up and start already," Ben said. Even in this state it burned his pride to have to rely on Gwen, especially for something like this. But his annoyance instantly turned in to melting pleasure as Gwen started. Gwen drew her cock out of Ben perhaps an inch or two before sliding back in, just enough to get into a nice, passionate rhythm. "Oh fuck, fuck that feels good," Ben moaned, his voice low and quivering with excitement as Gwen's cock scratched the itch that had been building within him since he had transformed. His long legs kicked feebly in the air and his toes curled as he drank in the intoxicating pleasure of getting fucked. His hands squeezed at Gwen's pale, perky ass, gently goading his cousin to fuck him faster, deeper, harder. He didn't care how she did it, he just knew that he needed more.

Gwen could feel herself also being drawn into the deep well of pleasure. Ben's skin was so hot against her own. Their sweat mixed as their bodies slid across one another in the stuffy camper and the air quickly became thick with their combining scents. Ben was so tantalizingly soft. Everywhere that Gwen touched was soft, feminine, alluring. She couldn't help but melt into the overwhelming sensations. As Gwen humped, her mouth found its way to Ben's neck. She kissed and hummed with pleasure as her thrusting gained speed and force. "This is dangerous," Gwen thought, knowing full well that it might be hard to leave this behind when Ben changed back.

With a needy moan, Ben stretched his legs back, practically folding himself in half to allow Gwen to thrust as deeply as possible into his superhuman pussy. Gwen took the cue, needing no words to know just what her cousin needed. The thin redhead thrust deep and hard, plunging her cock into Ben's hot, glowing, alien pussy with a bestial passion. Gwen's fat, heavy balls slapped audibly against Ben's pink asshole with every thrust. Subtlety and nervousness were forgotten utterly as Gwen and Ben lost themselves in the heat and the friction and the taboo passion of it all. Gwen's muscles began to protest as she thrust into Ben as deep and hard as she could. Ben's body jiggled visibly with each impact and every thrust drew almost pitiful mewls of pleasure from his mouth. The camper that the two were in began to rock back and forth from the intense fucking, suspension creaking louder and louder as Gwen and Ben rutted to a peak of pleasure that grew closer with every second.

Ben was the first to find himself pushed over the peak of pleasure. "Gwen! Gwen I'm I... UNGHHH!" Ben groaned as he closed his eyes and threw his head back as the piston-like thrusting of Gwen's cock pushed him over the edge of orgasm. Gwen watched through sweat stung eyes as her cousin had his first female orgasm. His eyes glowed a bright green and Gwen could feel the heat coming off of them. His hands too glowed along with his pussy. His body gave off an intense energy that Gwen could feel flowing into and through her. His long legs stuck out straight, tensed hard with pleasure. His toes curled and his hands gripped tight to the sheets with an iron strength that easily tore holes in the cheap cotton cloth. His voice was low and sounded almost pained as his mind boiled over with pleasure. His whole body tensed, every lithe muscle straining as hard as possible in waves of dizzying pleasure. "Cum inside! cum inside! please, Gwen, please cum inside!" He half whispered in a feverish daze of mind numbing pleasure as he begged for that final, messy, wonderful piece to his instinctive desires.

Gwen let out a surprised grunt when she felt Ben's pussy squeezing down on her with tremendous strength. She was acutely aware when some alien part of him deep inside clamped down hard behind the head of her cock, essentially locking her in place. She found that her cock was held in place with incredible strength and she could not move at all, not that she really wanted to. No, Gwen found that she too had found her peak. She fell forward, pressing her face into Ben's pillowy breasts and wrapping her arms around his middle as she came. Ben's pussy clenched hard around her length, pressing in on her in undulating waves as his body begged for her seed. His body begged and Gwen was glad to give him what he needed. Her heavy balls heaved up, clenching close to her body. Her length flexed, hardening and bulging as it prepared to breed. Her mushroom tip flared out, expanding as the first massive, messy rope of her cum spat from the tip. Gwen could hear it faintly, could hear a slight squelching sound as ounces of her steaming cum poured into Ben's deepest reaches. Gwen groaned and grit her teeth. Her fingers dug into his soft skin as her body worked hard to plant a baby deep within Ben's belly.

Ben moaned as he felt Gwen's cock erupting within him, felt her thick, hot seed filling him, staining his inner walls with her essence. His body exulted in it and he felt the power within him growing, coming to a distinct point. His hands burned the sheets as power flowed out of him. Gwen felt it too, felt the heat as energy burst out of Ben through his pussy. Strangely enough, even though the power was strong enough to singe the sheets, it didn't hurt her at all. In fact, all she felt was an intense but pleasant heat engulfing her cock. Ben's hips bucked and his legs kicked as wave after wave of pleasure ran through him. "Gwen, Gwen! Fuck, there's so much! Ungh! NNNH!" he cried out, voice shaking the walls of the camper.

Gwen came and came and came, her cock throbbing powerfully with each spurt she shot. Soon Ben's body could hold no more and the thick, pearly white seed flowed from where they were joined, seeping into the sheets of the twin sized bed. Steadily Gwen could feel her orgasm winding down. Each spurt was smaller, weaker than the last. She let herself relax, collapsing onto Ben's sweat soaked chest as she lazily humped out the last, almost painfully pleasurable spurts of her orgasm into his all too welcoming snatch. "Holy hell..." Gwen said finally as her cock gave one last heave and burped up one last thick dollop of cum into Ben's alien womb. Her vision swam, though she could not be sure if it was from the pleasure or the sweaty, sauna-like heat that choked the room.

Ben too was calming down. Slowly the glowing of his hands, eyes, and genitals faded and he breathed deep and slow. Almost on instinct, he wrapped his long legs around Gwen's waist, keeping her body locked tight to his own. He didn't know why but he knew that it felt right to keep her cock locked inside of him for as long as possible. His hands once again went to Gwen's perky ass and he squeezed lovingly, pulling the smaller girl in as close as possible.

Slowly Gwen felt her mind coming back to normal. Now that she had emptied her balls for the second time, it was easier to think, easier to see the situation objectively. The whole situation was weird, uncomfortable, taboo... but at the same time, it was nice. It felt good to be held like this, to have her softening cock locked tight, deep within her lover, even if that lover was her dweeby cousin in the body of some strange alien. "Ben... shouldn't you have changed back by now?" Gwen asked as she turned her head to look at the clock on the wall of the camper. She wasn't sure exactly how long it had been, but she estimated that it had been at least 30 or 40 minutes since Ben had transformed. Normally Ben's transformations only lasted 10 minutes and this one had easily gone far beyond that.

"Yeah, it's weird, right? I dunno. I figure we'll just tell Grandpa when he gets back and he'll help us figure it out. I mean it was an accident. Not like I meant to turn into this." Ben said as he finally released Gwen from his leg lock. Gwen took the opportunity to roll off of her cousin. Her mostly soft cock slid from his well fucked pussy and a torrential flood of her goo followed. Her white seed gushed from his well-stuffed pussy and quickly soaked into the sheets of the bed, ruining them forever. "He can't get mad at me for an accident," he added with a smirk.

"I guess you're right." Gwen answered as she thought about it. For once her normally reckless and illogical cousin had come up with a perfectly logical and reasoned-out plan. If Ben transformed back before Grandpa got back then they would be fine and if he didn't then their grandpa was their best bet for figuring out just what had gone wrong.

"Well, until he gets back, you wanna keep fooling around? This body can't get enough, and it seems like you're having fun too," Ben said with a playful grin. Though he had calmed a bit it seemed that he was still very much under the sway of his alien body. Gwen's eyes went wide at the suggestion.

"What!? I only just caught my breath and you want to go again!?" Gwen said, her voice cracking slightly from the surprise. She couldn't believe it. This new form of Ben's was so utterly and completely insatiable it was scary.

"What's wrong weenie? Can't keep up? This little guy all tuckered out?" Ben teased as he ran one finger along the full length of Gwen's flaccid but still cum slicked cock. The light but teasing touch along her sensitive length was enough to send a shiver of sharp pleasure down the full length of Gwen's spine.

"N-no! I just need a minute is all!" Gwen responded, prickling slightly at Ben's teasing. Truthfully she wasn't sure if she could go another round so soon. Her whole body still tingled and her balls almost ached from the massive release she had just pumped into Ben's wonderfully warm belly.

"It's alright. Despite these tits, I'm a dude remember? I know all about what it's like to have a dick," Ben said as he shifted his body until he had turned around completely so that his head was down by Gwen's cock and his ass was by her head. "I know just what this guy needs," he said with a hungry grin as he lovingly squeezed Gwen's fat balls.

Gwen groaned in a mix of pleasure and exhaustion as Ben lovingly kissed at her shaft. He used his long, prehensile alien tongue to first clean Gwen's cock of seed and then to re-awaken the thick length. He worked slowly and used his tongue to lightly tease Gwen's half hard mast. He seemed to know just where to touch and it was only a minute or two before Gwen felt her manhood once again rising to the challenge. Gwen for her part knew that she had at least one more round in her. Though she was tired and she could feel some aches in her muscles, part of her was eager, especially with the prime view she had of Ben's tight, orange ass. Ben hummed as he worked, and he wagged his shapely rear back and forth in an enticing display for Gwen. Gwen knew that it was bait and she took it anyways. Her hands found Ben's surprisingly soft and springy cheeks and she spread them, feeling up the perfect globes with perhaps a bit too much excitement.

Gwen couldn't help but smile at the perfect view she had of Ben's ass. Namely, his tight, puckered star was calling to her, willing her to explore it. "God, I bet that hole is tight as a dream," she thought as her fingers lightly brushed across the wrinkled orifice.

"Hmm? You wanna try out my butt?" Ben asked as he felt Gwen's fingers lightly touching his ring. He thought for a second before shooting Gwen an excited smile. "That sounds like fun actually! You wanna get me warmed up back there? This body is tough but going dry still feels like a bad idea," he answered with a giggle as he lowered his rear towards Gwen's face.

"Part of me thinks that you're a little too into this, Dweeb," Gwen muttered with a blush as she reached towards the side of the bed for a bottle of hand lotion she kept there. It wasn't exactly the best lube for this but it would do. Gwen squeezed a heaping helping of the stuff onto her fingers and then gently began to spread it on and around Ben's tight sphincter.

"Woah! Cold!" Ben giggled, his ass tightening at the sudden shock of the comparatively cold lotion on his ass. Gwen ignored him and eagerly explored Ben's tight hole. She slipped a single finger in and her eyes went wide at the steel grip she felt. Though it seemed that he quickly grew accustomed to the penetration and Gwen felt him loosening up a bit. She worked the lotion in deep and in a short few minutes she was able to work in a second and eventually a third finger. Soon Ben's moans grew long and loud and his ass clenched hard around her digits every time she thrust them inward

"There, I think you're ready now, Dork," Gwen said when she was content that Ben's tight ass had been sufficiently warmed up.

"I think you're ready too," Ben giggled as he gave Gwen's now fully re-hardened cock a firm lick from base to tip. The two re-positioned themselves somewhat clumsily on the twin-sized bed, climbing over one another in a sweaty, goofy dance. In a moment Ben was in position. His firm ass was raised up in the air and his head was pressed low against a soft pillow.

"God he's flexible. It's like he was just made for sex," Gwen thought to herself, in awe of Ben's utterly perfect body. Her petite hands ran from Ben's shoulders all the way down his spine until they came to rest on his orange cheeks. Gwen squeezed with a grin as her fingers sank into the pillowy soft flesh of his ass. Her vein-covered length jumped in excitement, slapping audibly against his waiting rear.

"Put it in already!" Ben whined as he shook his hips and made his ass jiggle visibly in a dirty display for his petite cousin. For once Gwen felt that she was just as eager as he was.

"Alright, I'll give it to you," Gwen answered with an excited smile. She took her meaty length in one hand and lined up the slick tip with Ben's well lubed rear. The fat, rounded head pressed against Ben's tight ring. Gwen bit her lip and drank in the delicious sight of her helmet slowly slipping into Ben's rear. His hole was tight, but welcomed Gwen's cock as her head finally stretched it wide and slipped inside. Ben grunted needfully as his rear passage was stretched wider than it was ever meant to. His hands gripped tight to the scorched sheets as Gwen slowly fed the thick inches of her cock into him. His hole accepted her eagerly despite its incredible tightness, and soon Gwen had fed every inch of her fat hog into his wrong hole.

This, more than anything so far, felt like submission to the teen boy turned alien babe. He knew he should be fighting this, should feel sick, feel revulsion at the act he was committing. Yet, he didn't. He couldn't find even a hint of shame within him. His mind was clearer after the orgasm, and he knew that he wasn't quite acting like himself. Bent over, letting his bratty cousin take him like a dog might take a bitch. Just the thought of it should have made him red with anger. Yet he wasn't angry, he was eager. Ben bent over further, raising his ass as high as he could to let Gwen feed herself into him as easily as possible. A surrender of his manhood to be sure, but a sweet one.

Gwen let out a long breath as she held herself deeply within her cousin's ass. She could feel his ass clenching around every inch of her. "Oh fuck, it's so deep!" Ben gasped, his ass clenching and quivering as it tried to instinctively eject the invading member. The long muscles of his rear undulated in pulsing waves that moved down the length of Gwen's cock. A sensation that sent jerky shivers down Gwen's spine.

"Ben, you're so tight! And I'm kinda sensitive after two rounds. I might not last that long," Gwen said sheepishly. She could feel her cock flexing within Ben's passage. She knew that if she pushed it, she could cum in a minute or two if she wanted.

"That's fine. We might not have much time either way. So cum whenever you want," Ben half moaned in response. He had melted into the pleasure and simply bit the pillow he had pressed his face into it and allowed Gwen to do as she pleased with his ass. The feeling of being so stretched, so very filled with hot, throbbing girl cock had quickly turned him into a purring pile of mush. He was happy to just be a vessel for Gwen's pleasure. All he wanted, in the end, was to feel her thick seed sloshing around within him. That's all that this body seemed to want, and he was all too happy to give it what it needed.

Gwen was happy to give him just what they both wanted. She planted her hands on his hips and grabbed them tight as she drew her thick length half way out of his puckered hole. Then, with a slow but steady thrust, she slid her length back in. Gwen quickly worked into a steady rhythm. Soon her trim hips were clapping steadily against Ben's full ass. Gwen moaned as she watched Ben's ass jiggling with every impact. Her heavy balls slapped against his dripping pussy with every thrust. The muggy room filled not only with the heavy scents of cum and sweat but the heavy clapping of enthusiastic anal.

"Ben, I like this position. Feels right. Feels powerful," Gwen said with a wide grin on her face. Missionary had been sweet, intimate, and tender. This on the other hand, this was primal. Taking Ben from behind made her feel so dominant, so in charge. In this position, there was no question that she was the alpha in the situation and Ben was her bitch getting his guts rearranged. The sheer dominance of it appealed to a side of herself that Gwen had never touched before. Her bossy personality naturally lent itself to being the one in charge and she reveled in the primal power of the position. Every mewl of pleasure that Ben moaned into the pillow stoked Gwen's ego, filling her with a masculine pride that only served to make her fuck him harder. "You like it? like being bent over while I ream out your butt?" She asked with a triumphant laugh.

"Hnnnngh!" Was Ben's only response, a half moan muffled by the pillow he had pressed his face into. It was obvious that he loved it and hearing him whimper in approval stoked Gwen's fire all the more. Her fingers dug into the pliant skin of his hips as Gwen tightened her grip and sped up her thrusting.

"Plap! Plap! Plap!" Gwen's thin hips slammed into Ben's bouncy ass with a feral vigor. The lithe redhead watched with glee as her thick length plunged in and out of Ben's well-stretched hole. She thrust with long, fluid thrusts that used almost her entire body. She would draw her hips back until only the fat head of her cock remained within Ben's ass, and then she would slam back in, pulling Ben back against her every thrust. The van filled with the heavy sounds of their wild fucking. The heat coming off of Ben's body had only gotten worse, though Gwen was used to it by now. Sweat dripped down her pale skin in salty droplets as she turned his ass into her personal onahole. "That's it, Ben, that's it. Take every inch," Gwen grunted under her breath as she worked. She smelled the sharp smell of cum and alien pheromones and her own light body odor as she thrust. This wasn't some nice, polite lovemaking. This was fucking in the rawest sense. It was dirty, it was messy, and Gwen realized as she reamed her cousin's back door in a way that would leave it permanently gaped, that she loved it.

"Gwen! Ungh! Nnh! Gwen!" Ben mewled as his petite cousin rearranged his colon with her arm-sized cock. His mind was melting from the pleasure. Gwen's cock was the only thing he cared about, the only thing he could focus on. He felt it so hot, so deep inside. The fat head of it scraped along his inner walls in a way that made him drool with pleasure. The feeling was different than it had been in his pussy, but no less pleasurable. With every thrust he felt his body getting warmer, felt a spreading pleasure stretching from his toes to his tits. "Getting fucked rough... is so good!" he thought with a hazy grin on his face. All he wanted in this moment was for this act, this feeling in his ass, to go on forever and ever.

Gwen, however, was nearly on the verge of cumming for the third time that day. It was an odd feeling but not an unpleasant one. Her cock was sensitive, but she had cum twice already and so it felt like she had to fight for every ounce of pleasure. She was tired, and her balls ached a bit, and her shaft was tender, but she was determined to finish. With every thrust she could feel herself climbing closer. The tantalizing pleasure edged her ever onwards, one squelchy thrust at a time. Her skin glistened with sweat and her breath came in short gasps. "Plap! Clap! Plap!" Her hips pounded into Ben, drawing pleasured squeals and whining moans from her cum brained cousin. "Gonna cum! Fuck Ben I'm gonna cum!" Gwen groaned as she threw her head back and shut her eyes in concentration.

Ben's fully green eyes sat half lidded in utter pleasure as Gwen pounded into him. He could feel her cock twitching, feel it flexing deep within his tunnel. The fat head of her cock expanded, flaring out slightly as she neared her peak. And with every ounce of his body, Ben begged for her seed, begged his thin cousin to fill him like stallion might fill a needy mare. It was the only thing in the world that he wanted... but it seemed that his Omnitrix had other plans in store.

In a sudden, brilliant flash of light, the technology of the watch around Ben's wrist activated once more. In an instant he was no longer a long-legged, orange-skinned alien goddess. Ben was once again in his svelte, brown-haired, white-skinned self. And all at once he felt his mind clear. The invasive alien hormones were gone and his thoughts became clear in an instant. He felt a knot form in his guts as he realized what he had done with his cousin, what he was still doing. In the same instant that his mind cleared, he realized that his ass was very, very, VERY full. His once virginal ass was stretched wide around Gwen's trunk like cock. The pressure was immense and he felt as though he was just a hair away from breaking in half around the deadly war club she called a cock. "Gwe-NNN!" He grunted as his oblivious cousin once more plowed into him with surprising force. Gwen had become accustomed to plowing his alien form, a form far stronger and more durable than Ben. So when she thrust into him, she did it with a force and a vigor that knocked the very breath from his lungs. "Gwen! Gwen ugh! Gwen you gotta! Unf!" Ben cried, his voice weak from the brutal fucking his colon was being forced to endure. Her fat balls slapped against his smaller pair, teasing him. He knew that if he did nothing then the contents of those balls would end up as a sticky mess all over the walls of his ass. He knew that he had to get her to stop not only for his poor ass, but also his dignity. What he had done as a hormone-addled alien was no one's fault, though Ben remembered every detail. What he really feared was feeling His cousin dumping a load in his guts while so completely clear-headed. That humiliation he knew would stay with him far, far longer than a gut full of Gwen's thick nut would.

"Shut up dweeb! I'm trying to concentrate. We gotta finish before grandpa gets back," Gwen grunted, eyes still closed as she gave Ben's ass a playful slap that did more to bruise his ego than his skin. The red haired girl was seemingly oblivious to the change in her cousin's body and voice. She rode the knife's edge of her orgasm for a few heavenly seconds, utterly absorbed in the addictive pleasure of the act. Her cock twitched, throbbing from base to tip as she started to cum. She hilted herself in Ben's hole, sheathing her cock in hot, silky ass that squeezed hard on every inch of her cock. She held herself there and held her breath. Her balls heaved up close to her body and her cock hardened like steel as she fell into orgasm. "I'm about to... bout to... CUM!" Gwen cried out, voice high and triumphant as she prepared to claim her cousin's ass the the most primal way.

Ben opened his mouth to protest further but all that came out was a silent scream as he felt the first massive blast of Gwen's baby batter hit his guts like a biblical flood. Her cock flexed and the first thick spurt shot into Ben with the force of a cannon ball. It was hot, it was thick, and Ben could feel it filling his intestines, staining the deepest parts of him white. But more than the physical, the emotional weight of the act stung at Ben's pride. Gwen was pumping him full of hot, pearly white emasculation. He could feel his face turning crimson as his cousin fucked him like a prize mare. He could feel her fat balls heaving up again and again against his much smaller pair with every thick load she unceremoniously injected into him. His mind was a blank. Like a deer in the headlights, he could do nothing but freeze in shock as Gwen filled his guts with her potent seed, claiming him in a way he would never be able to forget.

Gwen grunted and grit her teeth as she came. Her hands gripped at Ben's ass with white knuckle intensity as she dumped her balls deep within him. Her orgasm came in powerful waves. skin numbing waves of pleasure thrummed through her body as she pumped ounce after ounce after thick ounce of steaming hot cum up Ben's wrong hole. Her heavy balls worked overtime, aching slightly as they drew on their very last reserves to fill her bitch to the very brim. Gwen let out the breath she had been holding and her hips jerked in small, clumsy thrusts. Her cock fired off again and again until it was spitting white into white. For the better part of a minute, she came, filling Ben's colon with her slimy pleasure until his belly started to ache from the pressure "God... it feels like I came a whole quart," Gwen though, breath heavy as her orgasm tapered down. Her spurts steadily weakened in strength and volume and she finally, slowly, opened her eyes.

Gwen let out a surprised gasp when she saw that she was no longer balls deep within a curvy alien girl, but instead had her thick, vein-covered manhood buried deep within the very human cheeks of her cousin Ben. He looked insensate, half-conscious. All at once Gwen seemed to come to her senses. "Oh my gosh Ben! Why didn't you say anything!?" Gwen said in alarm as she drew her length from his sore hole. Ben grunted, ass clenching involuntarily as nearly a foot of soda can thick girl meat slid out of him far too quickly for comfort. It felt like his guts were following as the fat head of her cock dragged it's way out of him. There was a visceral "schlorp!" as Gwen's cock finally popped out of his ruined hole. The monstrous length was still twitching, hopping and tapping against Ben's own half hard cock as Gwen squirted out the last of her massive load out onto the now fully ruined bed sheets. "Ben? Ben are you alright?" Gwen asked after a minute. Her eyes couldn't help but stare at the gaping hole that was his formerly tight ass. A slow drip of her cum flowed from him, only a slight trickle as most of her immense load had been pumped deep, deep within the gasping boy and would not easily slip out.

"I'm alive. I guess," Ben answered in a hollow way as his ass tried and failed repeatedly to close all the way. He seemed more tired than anything, too worn out to really spend any energy on anything other than breathing. But Gwen could see that his half hard cock was dribbling a long line of clear pre, meaning that the ordeal hadn't been entirely pleasureless for him.

"Ben I-" Gwen started, intending to apologize for sodomizing him so thoroughly before a sound caught her ear. It was the sound of distant and happy whistling. Gwen's veins turned to ice when she realized that her grandpa was coming, happily walking down the trail and completely unaware that his grandchildren had spent the afternoon fucking like dogs in heat. "Ben! Grandpa is coming!" Gwen hissed as she rolled off the bed and searched frantically for her clothes. Instantly Ben was fully aware and sat up on the bed. Both cousins knew that they had only moments to hide the evidence of their little incident or else face some very, very awkward talks from their grandpa. "Hide the sheets!" Gwen hissed in a panic as she tried to stuff her still cum slick cock down one leg of her tight, white capri pants.

"Get rid of the sex smell!" Ben hissed back as he grabbed the scorched, torn, cum and sweat soaked sheets and took them with him into the camper shower. Gwen grabbed a nearby can of aerosol perfume and held the nozzle down. The room filled with an annoyingly strong fake flower scent as Gwen tried to wriggle into her shirt. There was no way for her to hide the eleven inch long bulge running down one pant leg and so she hurriedly sat at the dining table and hoped beyond hope that her grandpa did not ask her to stand up for any reason.

Gwen watched, sweating through her clothes as her grandpa Max came in through the door. "Oh, hey there Gwen," he said with a smile as he walked into the camper, a string of fresh trout dangling from one hand. "I got dinner!" He said proudly.

"Uh, cool. You're back early. I thought you said that you'd be back around dinner time." Gwen answered, heart pounding as she hoped that her grandpa would not notice anything being out of place.

"I caught the daily limit pretty quick," he answered as he held up a string of four large trout for Gwen to see. "Where's Ben?" he asked her as he sniffed the obviously over perfumed air inside the camper.

"Shower!" Gwen half shouted nervously. "He's uh, he's in the shower. He was training and stuff and then he came in here all sweaty and smelly and he got sweat on my bedsheets and that's why my sheets are gone and he's in the shower and it smells like aerosol," Gwen said in one long, unbroken run-on sentence. She knew she was talking too fast and too loud but couldn't help it. To her relief, she heard Ben turn on the camper shower at just that moment.

"Uh, alright then," Grandpa Max said with a shrug, "trout and taters for dinner tonight. You haven't lived until you've had some stream fresh trout and some deep fried homemade fries."

Gwen breathed a sigh of relief as her grandpa went about cleaning the fish he had caught in the camper sink. For the time being, it seemed that they had gotten away with it.

That night, after some admittedly delicious fish and potatoes, Gwen and Ben laid in their bunks as moonlight streamed in through the window by their beds. Gwen could hear their grandpa Max snoring in his room in the back of the camper but neither she nor Ben were able to sleep. Until now neither of them had been willing to break the silence between them. It was Ben who spoke first. "I can still feel it," he said softly and Gwen instantly knew what he was talking about. She had dumped probably half a quart of thick cum in his ass. It made sense that even now he'd be able to feel it. "I can feel it sloshing around in there. You didn't need to cum inside. I tried to say something but you didn't hear me," he added in a grumpy, somewhat frazzled way. He didn't seem angry, just upset.

"I'm... sorry I guess?" Gwen answered, honestly not sure if she even needed to apologize.

"Don't apologize. I mean I don't like how it ended up. But I remember everything. You did what you had to to keep me reigned in. I mean I was going to go after grandpa and... well I don't want to think about what might have happened if you hadn't done the only thing you could to keep me distracted," Ben said in a display of surprising maturity from the normally immature teen.

"Look. I won't bring it up ever again if you don't want me to. I know it was embarrassing for you. But I thought, well if I'm being honest it was pretty fun. Really it could have been much worse," Gwen said honestly. The fat cock stuffed into her panties gave a half throb at the memories of the day.

"Yeah, that's what scares me. It was fun for the most part. I remember every second and it was a blast," Ben answered with a little sigh. It was obvious to Gwen that he, like her, was feeling at least a little torn. "Look, I looked through my watch when I was in the shower. That alien isn't in there to choose. Meaning I don't know how I turned in to her. Meaning I could turn in to her again at any moment, and that more than anything that happened today scares me. So I have to ask you something big. Will you..." he said, pausing as he swallowed past some nervousness in his throat. "Will you be ready to help reign me in if I go crazy like that again?" he asked her, humiliation thick in his voice.

"That shouldn't be a problem," Gwen answered kindly. "I mean I looked through the spell book from Charmcaster and there wasn't a dispel spell for this. So for right now, I'm stuck with this big, stupid thing," Gwen said as she used one hand to pat the meaty, panty straining bulge hanging from her hip. Truthfully having the big thing was inconvenient more than anything. None of her pants would fit now and if she wanted to hide it she knew she'd have to wear long skirts, dresses, or maybe borrow some of Ben's baggy pants. But having it also felt good somehow. The power it had given her over Ben was tantalizing. Using it on Ben, she could not deny, had felt incredible. Part of Gwen, some deep instinct-driven part, hoped that her cousin would transform into that lovely orange skinned alien goddess again as soon as possible.

"Well be ready. We'll have to figure out what caused me to transform into that alien. If it happens in a fight I might end up flirting with the bad guys rather than beating them up," Ben said softly. "Tomorrow I want to do some experiments to try and figure it out and I'll need you there as a safety net. If I can't figure out how to keep from turning into that alien then I at least need to learn to control its crazy urges."

"That sounds like our only real option," Gwen answered as the urge to sleep finally caught up with her. Despite her restlessness, the events of the day had been exhausting. "In the morning though, Dweeb. Playing with your feminine side really wore me out," Gwen said, teasing her cousin playfully.

"Shut up, Nerd," Ben responded with a hiss of a whisper as he threw an old sock at Gwen's face.

Gwen responded by blowing her cousin a raspberry before snuggling into her scorched, sex-stained sheets and drifting off to sleep. Ben quickly followed, just as worn out as Gwen by the events of the day. Hours passed and soon midnight arrived. The moon hung high in the sky and the sound of three people snoring filled the camper. As Ben slept, his dreams disturbed by visions of wicked witches with huge cocks, his hand slapped inadvertently against the button on this Omnitrix. It was a defense mechanism, his learned response to danger, so ingrained in his mind that he did it in his sleep. In a blinding flash Ben transformed and instantly opened his once again fully green and fully alien eyes.

"Oh... crap," Ben said silently, his voice once again high and delightfully feminine.

Chapter 2: Benketsu

Chapter Text

"Come on, tell me that that was the last store. It has to be, right?" Ben whined as the pair exited the third store that they had visited that day. His arms were full of at least half a dozen bags, and his wallet was considerably lighter than it had been at the start of the day. Gwen walked ahead of her cousin, and shot him a smart and content grin. It always felt good seeing Ben pay for his mistakes, and if she got some new clothes out of it then all the better.

"Fine, I think we should have enough for the summer. We're done," Gwen said sweetly. She was in a good mood not only for the new additions to her wardrobe, but also for the fact that for the first time in almost two weeks, her cock wasn't trapped in clothing two sizes too small. Her pendulous cock and heavy balls swung low and open beneath the spacious canopy of a new and excessively breezy skirt. The incident where she had magically cursed herself a nearly foot-long cock, now almost two weeks prior, was very much still fresh in her mind. Ben had transformed into a powerful, if rather feminine and emotion driven alien, and Gwen had been more or less forced to try and distract him from assaulting some innocent in his lust driven craze. She had cursed herself with a magically endowed manhood, only realizing after the fact that she didn't know the counterspell to get rid of the pesky penis. It had been, for lack of a better term, a real prick to deal with. Worst of all had been the hassle of trying to hide the thing. Eleven inches of beefy girl hog was not an easy thing to hide within the tight white capri pants that Gwen had largely packed for the summer. She had hidden the thing beneath a shirt tied around her waist, hidden it by wearing Ben's overly baggy and atrociously unfashionable pants, and for one day, by tucking the thing back between her legs. She had even taken to regularly casting a glamour spell to hide the thing in plain sight, though that option seemed a little less reliable to the amateurish spellcaster. Gwen had demanded that they make a detour to a shopping mall, and though their Grandpa Max had been confused at her sudden urge to shop, he hadn't argued.

Now though, now all of that could be forgotten. Gwen had purchased skirts, had purchased sun dresses, had purchased several packages of men's underwear as it seemed that her girlish panties were very much not up to the task of containing her swinging bitch breaker. The lithe redhead had a wardrobe that could deal with her new anatomy, and found that she was feeling more free and comfortable than she had in a while. Her balls could breathe, finally, and swung heavy beneath the knee-length skirt that she had chosen to wear out of the last store.

"Hey, Dweeb! If you buy me a cinnamon bun and an orange shake I'll consider your debt to me halfway paid," Gwen teased as she walked backwards and faced her cousin with a shit-eating grin plastered on her pretty face.

Ben simmered, and cast his redheaded cousin a squinty glare. She had already made him shell out for most of her new wardrobe, and seemed to be squeezing him for a few more bucks just to cement the situation in his mind. Still, as Ben spied the form of Gwen's pendulous length swinging subtly beneath her skirt as she walked, he realized that a few spare bucks were a meager price to pay. Gwen had done that to herself in order to save him from doing something unforgivable, in order to save him from attacking their grandpa Max in the haze of his alien form's lust. It was a debt that he knew he couldn't repay with some new skirts. If Gwen wanted a smoothie, well he could grumble about it, but knew it was just a drop in the bucket compared to what he owed her. "Fine, but just a medium. I'm not springing for a large," Ben retorted as he aped annoyance and cast his eyes sideways.

Gwen was about to say something, had a scathing and witty retort perched right on her supple lips, but was interrupted as the very floor beneath their feet rumbled ominously. Rumbling almost never meant good news, and both teens instantly knew that their little shopping trip had been cut short. "It came from this way! Gwen said as she and Ben ran headlong against the rush of people already fleeing in the opposite direction.

It wasn't long before the pair came to the cause of all the commotion. There, a hundred feet away, one of the cheap walls of the mall had been blown inwards. Rubble and various bits of detritus covered the floor, and two hulking figures could be seen standing among the damage. The figures, each seemingly composed of rock, earth, and various bits of the very structure of the mall itself, looked about stupidly and glowed with magical light. "Golems!" Gwen said under her breath as she and her cousin hid for a moment behind a pillar. Gwen had read about golems, even knew the spell to make one, but had never tried it. She was still rather new to all this magic junk, and after accidentally cursing herself with a cock, she was a bit more wary about trying out some of the more advanced spells in Charmcaster's book. Then, as if on cue, Charmcaster herself walked in through the car-sized hole in the side of the building. The smug, silver-haired sorceress strode in with a cockiness and air of self-superiority that was practically palpable. She surveyed the destruction her magical servants had wrought, and with a flick of her wrist sent the pair scampering eagerly ahead of her.

Gwen bristled a bit as she looked back at her cousin and nodded in silent assent. Both cousins knew full well how dangerous of an opponent Charmcaster was. "I don't know why Charmcaster would attack this mall, but I know that she probably isn't here for the sale on shoes. We attack her together, agreed?" Gwen whispered to her cousin as she prepared a basic attack spell.

"Those rock guys look tough, but I bet that they're no match for Diamondhead!" Ben said with a grin as he deftly adjusted his Omnitrix until he had selected the crystalline alien form he desired. He nodded to Gwen and she nodded back in readiness. Ben pressed down on the Omnitrix, and there was a sudden blast of green light. The boy started to feel himself change, and almost immediately felt that something was wrong. He didn't feel the crystalline scales of Diamondhead growing from his skin, didn't feel the general hardening and increase in size that he was so used to. He instead felt himself hollowing out, felt his skin and bones and viscera meld into a smooth, thin, flowing kind of material. He panicked a bit as he felt his legs disappear, felt his head meld back to become one with his torso. The process only took moments, but Ben was nonetheless panicked as he found himself lying face up on the floor. His form was so flat, and so weirdly weak, and so worryingly different from the diamond skinned brute that he had wanted to become.

Gwen blinked a few times as she stared down at her cousin on the floor. She had seen the teen transform into one-eyed ethereal beings, seen him turn into a flying, four-eyed insect man. This though, this was something somehow much stranger. "Ben ... did you mean to turn into a shirt?" Gwen asked with a barely contained snicker. Really, he had transformed into a full outfit. A white long sleeved shirt with a sailor's necktie around the collar, a decidedly tiny green pleated skirt, and a pair of black panties all connected together by a pair of elastic suspenders. The only thing that made him stand out from an ordinary outfit was the eyes, which were still very much alive and active. His eyes, now located on the face of the sailor's scarf thing, darted about in a panic.

"What!? I'm a shirt!?" he wailed in sudden panic, words issuing from some mouth unseen as he clumsily propped himself up onto his cloth arms.

"Well, more like a sexy sailor outfit? I mean, that skirt is way too short to be decent," Gwen answered as she stuffed a wild little giggle back down her throat. This wasn't exactly the best time for Ben to transform into something useless, but Gwen couldn't seem to help but enjoy the moment.

"Wow, oh WOW this sucks!" Ben grumbled as he looked at his bizarre new form. "Gwen, we can't fight like this. We gotta run away until I can change into something better. Pick me up and let's get out of here!" Ben said in a panicked whisper. He weakly lifted one of his sleeves up so that Gwen could grab him.

Gwen, as much as she was enjoying the little moment of schadenfreude, had to agree with Ben's assessment. Charmcaster hadn't spotted them yet, so running was probably their best bet. Gwen reached down to lift Ben into her arms, but something strange happened as her fingers came into contact with his new cloth flesh. It was a jolt, a zap like static shock that was followed by an immediate and chaotic blur of movements. It was a whirlwind of movement, no more than two or three seconds. Gwen felt her clothes being torn off, as if ripped away by the whirling teeth of a blender. Her shirt, her new skirt, and even her underwear were rent from her violently, but completely without pain. She felt her skin cool slightly in the open air momentarily before once again feeling clothing come to cover her bareness. The girl had frozen during the chaotic moment, and opened her eyes only slowly. Her trepidation however soon turned to complete shock as she came to find that the new outfit that had come to ineffectively cover her most private bits was none other than Ben. Gwen looked down at her cousin, looked down at his strange form wrapped around her body, and her amusement turned to confusion.

"Ben! What the heck, Dweeb!? That skirt was brand new! What are you doing?" Gwen hissed as she looked first at the ruins of her previous outfit scattered in bits on the floor around her, and then at the form her cousin had taken. His cloth body clung tight to her, and she felt something akin to electricity running between them where they touched. She tried pulling a sleeve up only to find that the cloth of Ben's body was stuck tight to her body.

"I don't know what happened! You touched me, and then this body just kind of did its own thing! I swear, I would have stopped it if I could!" Ben said, equally if not more embarrassed than Gwen was in this odd situation. Their bodies were pressed together in a way strangely more intimate than a simple embrace. He wasn't just touching Gwen, he was enveloping her, and could feel every inch of her body beneath him. She was in him, through him. He felt her perky breasts sliding against him, felt the way his cloth body cupped tight to her perky rear and hanging nuts. It was too sudden, far too intimate, and so horribly unexpected that the both of them simply panicked.

Gwen panicked for the same reasons that Ben did, although her panic was compounded by the fact that her huge, club-like girlcock was now very much on full display. The scant skirt of Ben's new form was woefully unequipped to hide her pole, and the thing flopped about between her legs for anyone to see. "BEN! You either have to get off of me or make your skirt grow about ten inches longer!" Gwen hissed as she tugged at the fabric of Ben's new form. No matter how she tried or how hard she pulled, it seemed that the fabric of his body was almost sealed to her skin. Ben cried out in an annoyed pain at the rough tugging, though neither teen had much more time for their squabble. Their arguing had attracted the attention of a certain silver-haired witch.

"Gwen? Is that you!?" Charmcaster asked with a mad giggle as she stood atop the shoulders of one of her rubble golems. The witch urged her beast to walk a wide circle around Ben and Gwen, and giggled when she saw the lithe redhead trying to hide from prying eyes. Gwen scuffled against the floor and tried to hide her forearm sized girlhog with both hands. It was about as effective as trying to hide a baseball bat with a dinner napkin. "And where is Ben? Oh! I see him there. Hello, Ben, didn't know that you could transform into bits of tacky wardrobe," Charmcaster said with a smug smile, though that smile soon turned to open mirth as she spotted the meaty appendage that Gwen was so worriedly trying to hide.

Gwen felt her heart beating hard in her chest as the villainess approached. She knew that her hands made for a poor cover, but couldn't seem to take them away from her flaccid length. It was simply all she could do in that moment of pure panic.

"Oh, Gwen, you didn't!" Charmcaster said with a wicked giggle as she eyed the fat trunk hanging between Gwen's legs. "Oh wow, you did! And you went way overboard too! Look at that thing! Oh, that's cute. I'm guessing you haven't quite figured out the counter charm, huh? Poor little illiterate Gwen," the witch said, drinking in the chance to gloat over her enemy. She grinned wide as Gwen's face grew evidently red from embarrassment.

"Ben, I've had about enough of this. If your stupid shirt form has any powers, well now is the time," Gwen hissed to the cousin hung about her shoulders.

"I, I can try," Ben answered, almost as caught off guard by the situation as Gwen was. He, unlike his redhead cousin, had a fair amount of experience being transformed into some strange and unruly shape, and he had gotten fairly good at figuring out how they worked. Control wasn't always his strong suit, but he was pretty good at figuring out how to use a new form to squash some bad guys. Ben felt a power within himself, and another power of roughly equal intensity deep within Gwen. It was just a hunch, but something was telling him that he had to make those two sources of strength meet. He reached, let the microscopic tendrils of his form delve deep into Gwen's tissues, and he touched that heat deep within her body.

Gwen tensed up in pain as the fabric that had simply been adhered to her skin now seemed to almost seep into it. It was frightening, surreal, and exhilarating! Her heart beat like a diesel engine piston in her chest as a surge of adrenaline like nothing she had ever felt flooded into her. Her vision intensified, her hearing sharpened, and she felt like she could sense everything around her simply by feeling the air. Ben seeped into her, and she realized that the two of them were sharing sensations. She felt it as his skirt section billowed in the wind. He transformed from something akin to clothing, into something like a second skin. Their bodies almost became as one, even as the sailor suit transformed into something that would look more at home in an anime themed BDSM club.

"BEN! Ben what the heck!?" Gwen said in alarm as she found herself standing in what amounted to some perverted sex suit. Skintight thigh-high boots that ended in dangerously high heels clad her legs. Around her waist, the skirt that had once barely covered her ass was now so short that her nearly bare rear was open to the world. A G-string, hardly clothing by any measure, ran along her crack and disappeared completely between her perky cheeks. Suspenders connected the skirt to the top, though it could hardly be called a top by any conventional measure. Gwen had long sleeves that ran into a covering for her upper chest and neck, but the only thing keeping her petite breasts contained was the flimsy suspender straps. All of that culminated in the fact that her cock was now covered, though had hardly become more modest. Gwen's length, now noticeably larger than it had been before, was draped in the most skin-tight cock sock imaginable. The entire outfit felt like something akin to latex or leather, and had become almost utterly fused to Gwen's form. In a way, Gwen felt more naked than she ever had before, because now she shared that nakedness with the cousin that she wore as a living second skin.

"I'm sorry!" Ben answered, though this time Gwen heard his voice not with her ears, but instead in her head. Again Gwen tried to tug his form off of her body, and again failed to do anything other than send a pinching pain shooting through the both of them. The pair however, had little time to reconcile their newly shared form. Gwen, almost on instinct, rolled out of the way as a fist the size of a mini-fridge slammed into the floor where she had just been standing.

"Yeah, while that new form doesn't exactly scream danger, I'm not about to let you two change into something threatening to ruin my plans," Charmcaster said with a sneer. The silver-haired girl had watched the transformation, and though slight, could sense the new power radiating from Gwen. It was obvious that the troublemaking cousins were a bit out of sorts, and Charmcaster knew that it was probably best to just deal with them first while she had the chance. The girl readied a spell as she directed her two hulking golems to attack the erotically clad ginger scrabbling on the marble flooring of the mall.

Gwen scrabbled again as another fist larger than her body slammed into the wall next to her. The situation had gone from embarrassing, to outright deadly at the drop of a hat ... or the drop of whatever Ben had turned into. The girl squeaked in panic as her heels failed to get traction on the floor. Charmcaster's golems had her hemmed in on either side, and she could see the witch had readied an attack should Gwen and Ben escape the reach of the golems. It was a dangerous game, and one that could not go on for very long. It was less than a minute, before one of the clumsy stone hands hit true. Gwen saw the fist coming at her, saw the ugly mass scraping against the flooring as it swing at her with the force of a runaway car. It was pure reflex as Gwen thrust her hands in front of her. Like sticking out your hands in response to a fall, it was an instinctive move as she saw the deadly mass coming for her. She knew that her thin wrists were no match for thousands of pounds of earth and stone, but she threw them out to protect herself nonetheless. What no one expected, least of all Gwen, was the fact that she would stop it.

Gwen felt her body slammed into the wall from the force of the blow, but there was no pain. She realized incredulously that somehow, she had stopped the gargantuan fist with nothing but her panicked hands. She felt it then, felt the power that Ben's alien form had awakened within her. He wasn't just a set of weird clothes, he was something more, something akin to a super-powered suit! Gwen pushed away the hand that she had caught with a ferocious yell and ducked deftly under another. "Alright, Ben. Let's see what this alien form can do!" Gwen said with a grin as she balled up her left fist and swung hard at the leg of one of the stone monstrosities. The punch struck true, and there was a ringing sound of shattering rock as the leg of the golem collapsed under it. The beast fell to one side, and Gwen smiled as she watched Charmcaster tumble clumsily to the floor. Power coursed through her, she could feel it now. Ben's new form had made her stronger, faster, sharper, tougher, and regrettably, more hung. Despite the third leg that swung heavy between her willowy thighs, Gwen realized that they could fight and they could win.

Charmcaster, however, had other intentions. The girl was on her feet in a flash, and her hulking minions were after Ben and Gwen even faster. Gwen dodged the swinging, boulder-like fists that came her way, and found herself laughing as she did so. Ben's new form, however strange, had turned her into something akin to a superhero. Gwen dodged the fists, slid between the legs of one of the golems, and threw a punch at Charmcaster's face. A punch that was deflected at the very last moment by a panicked shield spell from the silver-haired witch. Any gloating amusement that had been on Charmcaster's face immediately vanished as she realized that this was not a fight that she could take lightly.

Ben, for his part, found himself almost taking a backseat during the fight. Gwen was the one controlling the movements of their shared form, and he didn't really seem to have to concentrate much on aiding her. His body seemed to know what to do purely on instinct, and it left him almost as a viewer during the intense battle. He watched from Gwen's chest as the lithe girl lifted a stone bench over her head and hurled it headlong into the chest of one of the golems, crushing it beyond repair. He started to notice, however, that her fighting was taking a heavy toll on his body. Gwen was burning through the energy within him at an alarming rate. Again, the instincts of this new body kicked in, and he realized that this wasn't a one-way street, it was supposed to be an exchange. His body craved life-energy, and he could feel the potent, nourishing, and exceedingly energizing blood coursing through Gwen's body just beneath her skin. It would be so easy to extend the filaments of his form down into those veins. But, as he thought about it for a moment, his body sensed a far greater source of life energy. There, nestled down deep within Gwen's heavy balls, was a source of energy that was almost blinding with how strong it was. Her blood was like a candle, but that stuff down in her balls seemed to burn like the sun itself.

Gwen hardly noticed as the cloth sheath around her disproportionate cock and lemon-sized nuts started to stimulate her. How could she notice the subtle undulations and vibrations of the cloth while deflecting blasts of magic from Charmcaster and dodging the brutal attacks of the remaining golem? She didn't notice, but her body certainly did. Her length rose quickly, thrumming to life with an inhumanly powerful vigor until it stood up straight and proud. The fat head of her cock rested just beneath her petite breasts.

"Hey! Why are you hard!?" Charmcaster asked, incredulous and somewhat off put as she eyed the tumescent, raging hard pole jutting from Gwen's hip. "God, I knew you were a freak, but I didn't think you were this much of a freak," the Silver-haired girl added with a chiding laugh.

It was only then that Gwen noticed how hard she had become, only then that she noticed the warm, undulating vibrations that rolled up and down along the whole length of her cock. "Ben! Ben, what the heck?" Gwen said, her voice trembling with adrenaline and full of anger.

"Look, just focus on fighting," Ben said dismissively. Gwen could focus on fighting, and he could focus on keeping her fueled up enough to fight.

"Kinda hard to fight with a third leg bouncing around!" Gwen answered in open annoyance, though it seemed that Charmcaster wasn't going to give her an opportunity to just argue with her cousin. Charmcaster was relentless, and attacks came at the pair without pause. Gwen wasn't sure why Ben was so intent on stimulating her, but she was hardly in a position to do anything about it. The redhead simply tucked the throbbing pole behind one of the suspenders that connected the suit together to try and keep it out of the way as she fought.

Charmcaster only seemed to grow more desperate as the fight drew on. Though stifled a bit by the awkward trunk now strapped to her torso, Gwen was still a very formidable opponent. Her speed made her a hard target for the golem to hit, and her magical training, though rudimentary, was enough to give her some defense against Charmcaster's attacks. The witch knew that she'd have to get a little creative. "Propaga Oliuma!" she shouted in a sudden moment of inspiration. Clear, golden oil sprayed from her fingertips in elegant arcs and covered the slick marble flooring all around in a slippery layer. It was a simple plan, though it immediately paid out in spades.

Gwen stumbled hard as she found herself standing suddenly in an oil slick. High heels were not the ideal footwear for battle on smooth marble, and it was all she could do to stay on her feet. It was a momentary stumble, but opened her up for an attack from the hulking golem on her heels. Gwen grunted in sudden pain as a stone fist hit her flat on the side. It was an uppercut, thrown without mercy, and the force of it sent Gwen airborne. In less than a second her body was cast several stories upwards. Gwen grunted again as her body hit the roof of the mall. Her light form impacted the ceiling hard enough that she nearly flew through it. She shook her head slightly, form pressed hard enough into the splintered wood and steel supports of the ceiling that she did not fall. The attack would have killed her, killed any normal human really, but Gwen hardly felt a dull ache in her side where the golem's fist had hit her. The attack hadn't really hurt, but it had made her angry. With all of the cataclysmic force of a doomsday asteroid, Gwen kicked off of the ceiling. The girl's fists came down like hammers on an anvil as she landed on the golem. The rocky beast let out a low, pained warble as the force of Gwen's blows split it down the middle. It collapsed, each half falling in a different direction, and Gwen stood triumphant in the place where it once stood.

Charmcaster had been knocked to her feet by the shockwave of Gwen's impact. The girl, eyes suddenly filled with fear, could do little as Gwen approached. The redhead's heels clacked menacingly on the marble floor as she came to stand directly over the helpless mage. Charmcaster knew that she had been beat, and sneered up at the lithe girl with the no-so-lithe erection who seemed to tower over her. "Alright, I take it back. That new alien form is pretty tough, but that dick is still ridiculous looking," Charmcaster said, unable to resist taking one last jab at the girl who had beaten her.

Gwen glared down at the beaten witch. "Yeah, well you're going to tell me how to get rid of it. Then you're going to jail," Gwen warned, cracking the knuckles on one fist to sell her point home.

"Yeah, I could, but what would be the fun in that?" Charmcaster asked playfully. "Besides, you're not exactly giving me much incentive to help you out right now."

"Yeah, well if you don't then I'll ... I, oh no! HHNNNNH!" Gwen said, words crumbling into a grunt of pure pleasure as she came. The adrenaline of the fight had distracted her, and she hadn't realized that it was coming until it was already upon her, but the orgasm took her hard. Gwen felt her length throb, stimulated by thousands upon thousands of little fibers that delicately coursed over every inch of her. More than that, Ben was intertwined with her nervous system, and all too eager to get at the life-essemce he so badly desired. He was plucking the nerves of her pleasure like one might pluck at the strings of a harp. Gwen's length throbbed hard, and the first gush of her potent seed roiled out into the tip of the Ben cock sock. Like the reservoir tip of a condom, Ben's cloth body trapped the potent load within, expanding like a balloon as he drew Gwen's essence from her. "Ugh! Really!?" Gwen mewled, simultaneously furious at her cousin and lost in the haze of pleasure he was pulling from her. The girl stepped, lost her balance in the daze of the sudden orgasm, and fell clumsily to her hands and knees. She fell right over Charmcaster, and the two found themselves face to face as Gwen was rocked by orgasm.

"Woah! what the ... are you?" Charmcaster asked as she looked down and eyes the tip of Gwen's cock as it lay against her stomach. She watched the tip of it fill, watched it bloat with every heavy throb of the thick log. "Oh wow, that's so gross," the silver-haired girl whined as she winced in disgust. She could feel the heat of the swelling bubble even through her purple overcoat.

Gwen could do little but whimper and bite her lip as she came. Her eyes rolled back, and her breath came hard and heavy as Ben's cloth body stimulated her at a cellular level. Her every muscle tensed, and every heavy throb of her cock left her a little more lightheaded. Again and again, she released into the tip of Ben's form, and the thing bloated with the heat and weight of Gwen's reluctant load. Every pulse was a beautiful agony, and Gwen found herself mute to everything but the feelings coursing through her.

Charmcaster, ever the canny opponent, recognized this moment, however gross, as an opportunity. Gwen was distracted, and this was a perfect opportunity to apply some battlefield discretion. "Wow, this got weird. I'll uh, I'll just let you two sort out whatever this is," Charmcaster said as she surreptitiously pulled something from the bag of tricks that she wore on her belt. The girl crushed a small rocky pebble between her fingers and there was a sudden burst of purple smoke. Charmcaster had vanished, leaving only Ben and Gwen kneeling in the middle of the rubble and destruction.

Gwen felt sweat beading on her skin as the last few drops of her load were wrung from her. The girl looked down to where her cock lay against the floor, and saw that the balloon on the end of her length was at least the size of a grapefruit. A huge, semi-transparent bulb of freshly squeezed baby batter. "Ben ... Ben, what the heck was that!?" Gwen asked, confused and dazed at the sudden and seemingly impromptu actions of her cousin. "That couldn't have waited!? Charmcaster got away!" Gwen asked as she slowly stood, lithe legs shaking from the intense orgasm still ricocheting around her mind.

"Look, you don't know what it's like being this ... this shirt alien! Alright!? It was taking everything I had just to keep you moving back there. This thing is like a parasite or something. It needs fuel to keep going, and it was either this, or take your blood, and I have no idea how much blood this body would end up taking" Ben said, eyes moving to look up at the annoyed look on Gwen's face.

"That's what that was for? You are what? Hungry? Ben, that is just ... I mean wow," Gwen answered in disbelief. She watched as the balloon of slimy seed hanging from the end of her tip slowly started to shrink. She realized that Ben was drinking it, absorbing it, and he seemed to almost purr as he did so.

"Look, I'm with you, really I am. I think that this is as nasty as you do, but this body disagrees. You have NO idea how much energy you've got in this stuff. I really can't help it," Ben answered as the balloon of cum shrank down into nothing. The boy shivered in unrepentant delight as his body absorbed the mess that he had coaxed from Gwen's balls. The sticky stuff was absolutely brimming with life and magical energy, and was like cat-nip to the voracious alien form. Abrosia, mana from heaven itself. As soon as it was gone, Ben found that he wanted, no, that he NEEDED more, and he immediately began to try and coax more from Gwen's length.

"Dweeb! Hey, enough is enough!" Gwen complained as she again felt the intimate undulations and vibrations of his form around her length. What was more worrying to the girl, was the crowd slowly gathering around them. Most of the civilians had left the area in the wake of the destruction Charmcaster had wrought, but now that things had seemingly quieted down, some curious souls were starting to return. Gwen, painfully aware once again of her near-naked state and openly displayed cock, knew that she couldn't stick around here. It was too open, too public, and there would be too many questions. She could just imagine the headlines if someone managed to snag a picture of her in this state. "Redheaded Exhibitionist Blows Down Mall Wall With Oversized Tool!" The girl ducked quickly into one of the employee-only hallways nearby before the obscuring dust kicked up by the fight had a chance to settle.

Gwen's heels clacked against the concrete of the service hallway as she ran. She needed someplace to hide, someplace private and far enough away that no one would come looking for her. The last thing she needed was for the cops to question her about the incident that just happened. The mall was no good, they'd probably search that, but an idea formed in her head. This was a beachside town, and the pier was not far off.

It had only taken a minute or so for the enhanced girl to make the mad dash over to the beach, yet even in that scant time, Ben had brought her back to full arousal. Gwen ducked beneath the aged shipping pier with a quick look around to make sure that she was alone. When she was satisfied that she was alone she turned her attentions to her ever-annoying cousin. "Ugh, do you always have to turn into some kind of jizz addicted pervert alien!?" Gwen asked as she sat back in the cool sand beneath the pier and stared at her pillar-like erection.

"Just shut up, I know this feels good for you too. You think you're being quiet in your bunk after you think everyone else is asleep, but I know you crank it every night," Ben shot back as he continued to work every square centimeter of Gwen's shaft.

"Th-that's neither here nor there!" Gwen said, bristling at her bratty cousin.

"Look, I'd stop if I could, honest. I've been trying, but this body just kinda does what it has to, like when it jumped onto you in the first place," Ben answered almost sheepishly. "And, I mean, it's not like we haven't done stuff before. This only has to be weird if you make it weird," he added as his form undulated over her shaft almost lovingly.

Gwen frowned as she realized that Ben was kinda right. The two of them had had sex when Ben had accidentally transformed into that orange-skinned alien girl. It had been upsetting and so very awkward at the time, but now she remembered that night fondly. Some dirty little part of her soul had even considered asking Ben to transform into that girl again, though that had seemed a bridge too far. "Ugh, fine. Not that it seems like we have a choice," Gwen said as she gave in to the situation and laid one hand on her shaft. The thing was thicker than she remembered, and her fingers could barely get a grip, but they felt so good along her length.

Gwen leaned back against a rock, her perky butt digging into the damp sand as she slowly stroked herself. Ben's motions worked in time with her, undulating waves of velvety caress that set her every nerve alight in delight. She hadn't had time to notice it during the fight, but this felt GOOD. Good soon bent into GREAT as Ben ramped up his stimulation. Gwen felt it first around her nipples, as the suspenders that barely covered them tightened around the sensitive buds. The girl whimpered as she felt a delicate and adoring suction on each of her perky nipples. She felt that same suction on her neck, and down along her spine. Every inch of Ben's body that touched her seemed to heat, seemed to cover her in a caress so decadent that she couldn't help but grin. "Gwen, go faster!" Ben urged, overly eager to sate his hunger once again.

"I just came a minute ago, Dummy. It's going to take a minute for me to be able to cum again. So just relax," Gwen chided as she kept up her languid pace. This was nice, but she wasn't about to rub herself raw just so that he could have his snack thirty seconds sooner.

"C'mon, Gwen! You don't know what this is like! I can't wait any longer!" Ben whinged. He reminded Gwen of her cat back home, and the way he would meow over and over when it was dinner time. Loud, but essentially harmless.

"Whine all you want, I'm the one in control here," Gwen answered as she continued her languid pace.

Ben fumed silently, though he realized that Gwen was right, she was the one in control. He was just ... just an accessory here, and that got under his skin, but it also gave him an idea. Gwen was the only one who could speed up this process, and he knew just how to coax her into helping, whether she wanted to or not.

Gwen, half hunched in the sand, hadn't realized that she had inadvertently placed herself in a rather precarious position. The tip of her cock lay just teasing inches from her sculpted lips. Ben saw his opportunity, waited for his cousin to open her big mouth once again, and struck.

Gwen let out a cry of surprise that was quickly muffled as she was forcefully pulled forward. The suspenders that connected the top and bottom of Ben's cloth body pulled taught, shortened, and yanked Gwen into a bent over position. Her mouth was open in a yelp of surprise, and Ben pulled just hard enough that the massive tip of her cock just managed to squeeze past her lips. Gwen groaned in both alarm and pain as her teeth scraped hard against her sensitive head and as her mouth filled with far too much girl cock. "BENHG! WHHF FFUGH!" Gwen grunted, her furious expletive garbled by her sensitive glans. She tried to pull back, only to be halted utterly by Ben's tight suspenders.

"C'mon, don't be like that. You KNOW that a mouth feels better than a hand," Ben said plaintively, though he knew that he was really pushing his luck in this situation.

Gwen's anger sizzled, and she knew that she was going to make her Dweeb cousin pay for this, but part of her was almost thankful that he had literally pushed to this act. She had contemplated sucking her own cock, of course. What sane person as hung and flexible as her wouldn't have at least had the thought? Now Ben had made the decision for her, and spared her from her worries of self-perversion. She wouldn't thank him for it though.

Gwen relaxed, opened her mouth wide, though it ached a bit to stretch it wide enough to accommodate her size. Her tongue, pressed hard against the top, slid over the veiny surface she she took herself a bit deeper. It wasn't easy by any means, but Gwen took to the act quickly. It really did feel quite good, and she was soon taking herself so deeply that the fat head of her cock occasionally pressed against the back of her throat. One hand slid up and down along the portion of herself that her mouth couldn't reach, and the girl quickly found a comfortable rhythm. It was an amateurish act, full of sputtering and clumsy licking, but fulfilling in its own way.

There, in the cool shade beneath the pier, the girl pleasured herself. Her head bobbed along her turgid log, lips tight to the second skin covering the surface. An act indulgent enough on its own, was heightened as Ben used his cloth form to please every inch of her body. He pulled and pinched at her nipples, teased the skin of her neck, and even lavished attention on the sensitive pucker of her ass. All of it was in pursuit of the prize stewing down in her balls.

The two worked together, more in tandem than they had yet been that day. Gwen eagerly explored herself, nimble tongue mapping out every detail of her bulbous head with every movement. She lavished herself with indulgent self worship, and sucked at her length with a selfish zeal. Ben had forced her through this door, but she knew that she'd be doing this again on her own, it was too tantalizing not to. Gwen closed her eyes, and allowed herself to simply be taken away by the act. It wasn't easy to be sure. Her girthy tool far far too much meat for her petite jaws to handle, but the challenge was part of the fun. Gwen worked, tasted herself with her mouth, and stroked the base of her shaft in a sensual and steady rhythm. A rhythm far too relaxed for the hungry cousin wrapped around her.

"Oh come on! Only you could make a blowjob boring!" Ben whined, trying to urge Gwen to hurry with every literal fiber of his being. Every second of waiting was agony for him. He itched, squirmed for more, more, MORE! Yet, his cousin was indifferent to his suffering. A simple grunt was all the response that he got from Gwen as she continued to leisurely fellate herself. It was wickedly frustrating. He knew that he had to speed things up, and the only way to do that was to speed Gwen up. That, he realized, was something that this form could do. He had done it all throughout the battle that they had just had, had supercharged Gwen's muscles and tendons with his own strength in order to make her better, faster. Without a second thought, the impulsive boy acted, and concentrated on infusing his cousin with power.

Gwen felt the surge of power that Ben forced into her first in her balls. She grunted as she felt the already weighty things become more dense, more full. It was an intense feeling, almost painful, tingly, but it did not stop there. She felt that same feeling flow like a flash flood up her shaft, she felt her tip bloat larger than it ever had in her mouth. She read the writing on the wall immediately, knew what Ben was trying to do, but failed to realize that it was too late for her to dodge his attack. Gwen tried to yank herself back, but Ben's steel-like suspenders kept her almost locked in place.

The girl groaned, overcome with equal parts insensate lust and highly focused anger as she was practically forced to orgasm. Ben filled her with energy, made her balls kick into absolute and horrifying overdrive. The weighty orbs burned with superhuman vigor, and filled her body with an overwhelming surge of exceedingly dense seed. She felt like a bottle of champagne, shaken almost to bursting. She was going to overflow, and knew that there was nothing now that she could do about it. Her package was hot, felt almost like it was melting as Ben's surge of energy overwhelmed her. Like one might freeze up when they see a punch coming, Gwen tensed. Her legs straightened out in the sand, her hands ripped at Ben's cloth skirt, and her eyes sat dopey and half-lidded on her face as the biggest, sloppiest, most reluctant orgasm she had ever had was forced out of her.

The roil of emotions and sensations that burned through Gwen like a cleansing avalanche was as destructive as it was uplifting. The girl quivered in pleasure as her body was practically squeezed of its essence. She felt it as the tip of Ben's form, the bit wrapped around the head of her cock, started to bloat. The tip, confined within Gwen's mouth, had only one direction in which it could expand. Gwen's length throbbed furiously, and that balloon pressed against the back of her throat bloated in response. It inflated with an inhuman force, and Gwen could do little but cough as it expanded right down her throat. The fury within her was matched only by the overwhelming need to release. Her body, filled with alien energy that made her burn far beyond her normal means, was like a fountain. She was delirious, half stupefied by the intensity of the release as her length throbbed over and over in her mouth, and filled her throat with every shaky pulse.

The girl's heavy balls heaved over and over in the damp sand. The channel on the underside of her cock bloated over and over as she delivered the potent load within into the waiting body of her alien cousin, into her own throat. Over, and over, and over again so many times that Gwen lost count, she emptied herself into her own mouth. She felt every pulse as it surged up from her balls, up her long shaft, and bloomed into the already overfilled end that covered her tip. An act that quickly became painful as the tip within Gwen's throat continued to bloat and fill. Her thin neck bulged visibly around the jelly-like mass within, and Gwen realized that she might very well suffocate before she was done cumming. The girl, arms shaking from the effort and the strength of the orgasm ripping through her, pushed herself upright. Ben, too far gone into the moment of carnal indulgence, did little to stop her. Gwen straightened up, and the long balloon of semen that had expanded almost down into her stomach slid up and out of her throat with a visceral "SSCHLORPFH!"

Gwen laid back in the sand and caught her breath as her orgasm started to taper down. Sweat cooled on her exposed skin, and the cloth catch that was still collecting her mammoth load had reached almost the size of a cantaloupe. The squashed blob lay heavy on her chest like a jellyfish washed up on shore. A few strings of saliva still connected her lips to the growing mass as she caught her breath. The dazed girl stroked herself lazily, just trying to clear out the last few shivering ropes of her release. Each decreasingly powerful throb of her arm-sized tool injected yet another load into the balloon on her chest, which caused the squashed blob to jiggle each time. Though, even as Gwen worked out the last of her vinegar strokes, she realized that even this release was not enough. Ben had kicked her body into a superhuman overdrive, and she needed more.

Ben hummed in silent pleasure as he absorbed the heavy mess he had worked so hard for. His body took in the magically infused semen with a ravenous hunger. The massive blob shrank steadily, and his body shivered visibly in delight as he took in the heavy, magical essence. He drank, and drank, and drank from the seemingly endless mass, until, at long last, his hunger abated. His cloth body reached a point where it became totally saturated with that heavy, heady energy, and he found that he could take in no more. By the time he was done, the cantaloupe-sized mass of seed had been reduced to something the size of a chestnut. "Man that felt good. I'm done now, thanks Gwen," Ben said as he basked in the glow of his satiation.

Gwen, however, did not share in the feeling. Her cock hadn't flagged even a single centimeter, and was still fully, achingly hard. She could feel it as her balls, which should have been freshly empty, were only moments later as needfully full as they had been just moments prior. She had just had the largest orgasm of her life, and yet felt as though she hadn't released in weeks. A frustrating feeling that brought her anger to a head. "You might be done, but thanks to you and your impatience, I'm not!" Gwen said, her voice low and callously cool. She wasn't yet sure what she was going to do, but she was sure that Ben was going to be the one on the receiving end of it. Gwen wrapped a hand around the base of her cock with an iron grip.

"That sounds like a you problem. Look, you do whatever you want. I'm just gonna doze off until this body wears off."

Gwen was silent for a moment, though the anger within her was matched only by the almost painful need to release. "Oh? You're just going to doze off, huh?" Gwen asked as she tightened her grip further and drew a pained yelp from her cloth-bodied cousin. "Go ahead, leave me all pent up and blue-balled, see what happens!" she threatened as she started to stroke her cock with a definitively harsh amount of force.

"Ow! Jeeze, cool it, Gwen! You're going kind of crazy here!" Ben answered, though even he realized that his words were a mistake as soon as they left his mind.

"Cool it! COOL IT!?!" Gwen growled, her anger becoming almost enjoyable as she let it overflow and fill her. She pinched the bulb of remaining seed that still lay trapped at her tip, and squeezed it out along her length to lubricate her process. The slimy mess squelched audibly as Gwen pounded her fist up and down along her pole with a reckless fury. Her hand was a blur of super-human strength and speed as she stroked herself off like she never had before. Her hand slammed into her hip on every downstroke, and the shady under-pier was filled with the meaty staccato sound of her lustful anger. Ben had made her this way for his own selfish needs, and now he was going to pay the recompense one way or another.

"Hey! Calm down or you're gonna tear me!" Ben whined, though he wasn't even sure if his new form could be torn at all. Still, Gwen's wild stroking and herculean grip weren't exactly comfortable for him. Her hand ran up and down her length at a speed that couldn't have been comfortable for her. It stung him, stretched and pulled at him in a way that was frankly frightening. Gwen was the type who was easily annoyed, but was rarely actually angry. When true anger took her though, it was always scary. Her green eyes burned with a fury that Ben could feel though he couldn't see it. She was furious, and she let him feel it. Her hand was a blur up and down her shaft, and he felt the fiber of his being heating up with a dangerous friction. The girl was out of control. Her heavy balls slapped hard against the sand as she haphazardly worked out both her anger and her lust. She beat her meat like it owed her money and with a fury that was frankly frightening.

Ben, in a moment not entirely thought through, concentrated on his form. He remembered how he had first snapped onto Gwen's body, and tried to reverse that process. It happened almost instantaneously. His body unraveled at the microscopic level, unwinding fiber by fiber, and untangling from Gwen's flesh. With several light whipping sounds, his body tore from Gwen's own, and he fell unceremoniously to the ground beside her. He realized that he hadn't thought out his plan when he tried to run away, and found that he was able only to clumsily flop about on the sand.

Gwen's fury abated momentarily as she found herself suddenly naked, and suddenly free from the power that Ben's form had been constantly feeding into her. She was naked, waifish form now a bit cold and evidently sweaty in the dampness beneath the pier. Being free of the physical influence of Ben's form was almost like stepping out of a sauna or hotspring. She felt weak, realized that her muscles, her height, even her cock had shrunk back down to their pre-shirt-Ben forms. She felt weak, but in a good way, though the feeling of pressure she felt down in her balls hadn't abated in the slightest. Though noticeably smaller, her eleven-inch cock was still achingly hard, and covered in a sticky layer of her last messy load. The girl spotted her cousin trying to wriggle away from her wrath, and snatched his helpless body from the sand with deft ease.

Gwen held her cousin up and looked him in the eyes though those eyes were now splayed out over the wide cloth of his necktie bit. "Oh, don't think that you can run away. You're going to help me one way or another," Gwen said as a devilish idea formed in her mind. "What? You wanted my cum so badly before? Can't handle a little more?" she asked as she used his body to wipe the layer of slimy dick snot from her veiny length. He might have had his fill of her seed, but the fiber body of his being seemed to soak up her mess just fine.

"L-look! I just popped off of your body because I thought that maybe it would make your body go back to normal, you know, lessen the pressure inside," Ben half lied. He squirmed in Gwen's grasp, and shivered as he felt his body soaking up Gwen's cooling, pearlescent mess. The stuff didn't just coat him, but suffused him, infused him, touched him from within and without as it soaked into his fibers.

"Oh, I know just how you're going to help me to relieve the pressure," Gwen said, a wicked grin creeping across her face. She realized as she put her idea into action, that maybe this was going a bit far, but Ben certainly deserved it. The girl worked quickly, spurred on by lust and revenge. She wrapped Ben's soft body around her cock, carefully layering his shirt and skirt body over her cock until it hugged tight to her every veiny centimeter. Ben was powerless to stop her, and could do little but complain as Gwen turned him into her impromptu cock sock. Gwen finished off the design by tying his sleeves in a bow around the base of her cock, and by adjusting his eyes so that he had to look up at her as she dealt out his punishment. "That's a good look for you," the mostly naked girl said with a smug little chuckle. She sat back down into the damp sand and started to stroke herself. Her movements were quick and pointedly purposeful. Gwen wasn't sure how long Ben had been in shirt form, but she wanted him to feel his punishment before he changed back.

"Oh man, Gwen! Slow down!" Ben said, grunting as Gwen's eager hand rolled over him in pursuit of her needy release. Gwen was far weaker now than she had been with him on, but so was he. He felt soft, felt squishy, felt vulnerable as Gwen manhandled him. He felt her length, felt every inch of it with his fabric body. He realized that he had, in essence, been turning into nothing more than a tunnel for Gwen's cock. His body had been wrapped around her, folded so that every crease would bring her pleasure. His entire being had been folded into a hole for her to fuck, into a sack for her to dump her baby batter into. It was by far the single most humiliating and dehumanizing thing that had ever happened to him, and if he had been human he knew that he would have had an absolutely raging erection at this very moment. He whined, he complained, he grunted in discomfort, but was also oddly thankful that at this moment he was utterly unable to move. It gave him the opportunity to submit, to subject himself to the whims of another, without sacrificing any of his stubborn pride.

Gwen let her breaths out through pursed lips as she worked. The sweat on her skin had cooled, and her modest breasts jiggled as she fervently stroked. Her nipples were hard as could be, and goosebumps broke out over her arms and back as she worked. This wasn't just a release, it was an exercise in catharsis. The adrenaline from the fight, the anger from Ben, both were fading from her body, and she knew that this final orgasm would sent her into a wave of euphoria that would carry through the rest of the whole day. Gwen rocked herself up onto her knees and bent over so that her face was closer to Ben's eyes. "Wow, you're really soft in this form. Should have you turn into this guy every night, would make my nightly relief sessions so much more comfy," Gwen teased as she worked. Her cousin likely didn't know it, but he wore a rather obvious blush beneath his cloth eyes. "Bet you'd like that, huh?"

A manic sort of grin seemed stuck on Gwen's face as she built up fervor. It was an open-lipped grin that made her seem unhinged to her helpless cousin wrapped around her. A soft "Fap! Paf! Faf!" sound pattered out as her hand hit against her hip over and over. Gwen grunted, as she focused herself on just reaching her peak. She usually didn't hurry this act, but this was a special occasion. Gwen's hand worked faster, her breath came harder as she closed on her target. She closed her eyes tight, and focused her increasingly hazy mind on something worth cumming to. Her mind went immediately to Ben, to his surprisingly perky ass, and that night weeks ago when she had accidentally busted her nut balls deep within him. It was perfect, and she relived the moment in her mind over and over as she tore towards her release. She remembered the way her hands felt sinking into his perky cheeks, remembered the way he clenched around her, and remembered the way it felt flooding his insides with her steaming essence. Gwen bucked her hips and loosed a bestial grunt as she found her messy end. Her hand worked clumsily, losing focus in the all-consuming tide of orgasm that took her. "You wanted my cum!? Well then take every drop!" Gwen said through gritted teeth as the hammer of her punishment was unleashed.

Ben shook as the torrent of Gwen's orgasm hit him. He felt it as the first heavy burst flooded into him. His cloth body panicked on pure instinct, tried to flee from the oncoming assault. His body shook, shivered really, though that seemed to serve to only egg Gwen's release onward. His body knew that it could not take on any more life energy, and tried to flee from the drowning flood. It was terrifying, but that also made it exhilarating. Ben let out a feminine wail as he felt her hot, slimy, sticky essence soak into him. It was a feeling he would later find hard to describe, a feeling of total consumption, of total smothering. Gwen was in him, around him, between him. The smell of her stained him, and her mess dripped from him. In those messy moments as she grunted and treated him like some throwaway pocket pussy, she became everything to him.

Gwen's eyelids fluttered as she came. The release did not come out in the usual distinct ropes, but instead as one long flow that did not cease, but simply waned a bit between heavy gushes of seed. Her hand jerked clumsily at the fat pillar of her arousal, and long dribbles of pearly mess rolled down her swinging balls as Ben's form became totally saturated with her. This wasn't just a release, it was victory over her Dweeb of a cousin. Gwen roared out her victory, legs trembling as she gave him not what he wanted, but instead what he needed. As she cemented her subjugation of her cousin, the familiar beeping of the Omnitrix came sharp to her ears. The sad chirping that the watch gave off that warned of the end of a transformation signaled the end of their little battle, but not the end of Gwen's celebration. The girl stood and deftly slipped Ben's now dark and soggy mass from her cock. She let him fall unceremoniously to the sand below in a squelchy heap. In a flash of light, Ben had ceased to be that apparel-shaped alien, and once again became his normal, svelte, pretty boy form. He lay in the sand, and Gwen stood naked above him. He was no longer an alien, but Gwen wasn't quite done with his punishment.

Ben shook his head as he came to, as his mind shifted back into being fully human. He felt it his his shirt first, and looked up to see Gwen stroking out the waning ropes of her seed down onto his prone form. She painted him, stroked out her need in thick ribbons of humiliating gunk that soaked into his clothes. "Really?" Ben asked incredulously, though he didn't try to make a move to get out of the way.

"I told you, you're going to take all of it. Every. Last. Drop," Gwen said, her face red with unrepentant lust and a sadistic sort of glee. The girl stepped forward, and aimed the last heavy ropes of her heady mess out at Ben's face. Her aim was true, and the boy winced a bit as he felt his cheek and forehead marked with a few virile puddles of her goo. A final insult that somehow stung his pride more than anything that had come before, a physical mark of Gwen's victory over him. Finally though, after wiping her cock off on his shirt, it seemed that Gwen was done. The naked girl stood over her cousin with a wide grin on her face. Her cock flagged low, slowly deflating like some defeated wyrm sent back to slumber for another age. It hung heavy between her legs, and dribbled the scant trailings of their fun out into the sand. "There, now we're done," Gwen said with a smug air as she offered a hand down to her whorishly decorated cousin.

The boy took the hand and allowed the redhead to pull him to his feet. He wiped some of the dick slime from his chin and flicked it at Gwen petulantly. "Sorry. I guess I really did overcharge you with energy when I was a shirt. Didn't know it would turn you into a firehose though," He said somewhat sheepishly, but honestly.

"We'll, just call it a learning experience," Gwen said with a chuckle, her mood now leaps and bounds better as evidence of Ben's penance dripped from his chin. She admired her handiwork, and realized that Ben looked good with some thick nut on his face. "But, if you want to get on my good side, then you should turn into XLR8 and fetch me some clothes. It's actually kinda chilly under here."

Chapter 3: Dance Lessons

Chapter Text

Fading daylight shone down orange and ruddy through the skylight of the R.V. bathroom, bathing the interior in an ugly gloom. Not flattering light by any means, but the deepening shadows certainly showed Gwen that she had a problem. The blade-thin girl cut an exceedingly trim and youthful figure in the mirror, a figure accentuated by the silken blue bridesmaid's dress that she had been sent. Some cousin of hers, Joel, was getting married, and Gwen had been asked to fill in as a bridesmaid. Apparently, the bride's side of the family were a little short on willing participants. All of that would have been fine, but for one not-so-little problem. Gwen realized that though the shoulderless, form-fitting dress was gorgeous, and she looked amazing in it, there was no real way for her to hide the eleven-inch python hanging fat and happy between her willowy legs. She had been in the bathroom for almost an hour now, simply trying to find a way to keep her most beastly piece from being so damned obvious. She had tried tucking it, taping it to her leg, hiding it up along her waist behind a sash belt. Nothing had worked, not really. It seemed that no matter what she did, the plump tool simply could not be easily hidden. With a defeated sigh Gwen slipped out of the dress, lifted it up over her head and laid it on the countertop beside her. Naked now, the veiny, ugly thing between her legs seemed all the more prominent, almost appearing smug in its victory over her efforts.

The truth was that Gwen had been hiding the tool all summer using magic. A glamour spell, one that she had to re-cast every few hours or so, made it so that people would simply ignore the existence of the thing. Someone like Ben, who already knew that the thing was there, wasn't fooled by the magic, but the regular passerby would simply be unable to even acknowledge that the thing existed. Not invisible, but magically ignored. What worried Gwen in this case was the fact that this was a wedding, and a wedding meant cameras and lots and lots of pictures. Gwen honestly had no idea how her glamour spell would interact with a photograph. Her spell did nothing to change the trajectory of light particles, so she had to assume that the photo would show her bulge, but would the glamour extend to the photo? What about when the glamour spell ran out? "Ugh, if I had a week I could test it all out!" Gwen muttered to herself as she realized with a bit of dread that she was going to have to try and use plan B.

The skinny redhead's hand moved to the spellbook she had laid on the counter, perhaps knowing that trying to fully conceal her cock using physical methods was a bit folly. She had been practicing with magic all summer, and by her own admission had become passably proficient. She had nothing to compare herself to, save for her encounters with Charmcaster and Charmcaster's horrible uncle, but she could reliably make objects float and had even turned water into cherry lemonade. She had begun to understand the language bastardized Latin used for spellcasting, had applied herself to learning that dead language. Only recently had she realized that the Latin used in the magical incantations was subtly different. She had thought that some of the words in the spellbook were misspelled or mispronounced, though she learned that those spells only worked when the words were said that certain way. Like trying to learn Italian by learning Spanish, some things carried over, and some simply didn't.

With all of that in mind, Gwen was a bit loathe to try using any body modification magic on herself, but she knew that she would have to take that plunge sooner or later, and being able to dismiss the needy appendage between her legs that kept her up at night and woke her up in the mornings would certainly be a big plus. Despite herself, she had become rather fond of the wrinkly length, but there were simply times where not having it would make her life infinitely easier. That, and she knew that the most likely outcome of her experimenting would be a simple fizzle. Intone a spell incorrectly, or stutter a syllable, and nine times out of ten the spell simply would not work and would have no effect. She was also fairly certain that she had found the right combination of words to do what she wanted. She had found similar spells, spells used for changing one thing into another thing, and had swapped out the necessary words here and there. Not an exact witchcraft, but it was the best that she could manage at the moment, and she figured that it was worth a shot at the very least. Gwen laid her long, flaccid length on the counter, a shiver running down her spine as her balls touched the cool porcelain. She opened up the book, turned it to a blank page in the back where she had attempted to inscribe her own set of sigils, and intoned her homebrewed spell.

"Instrumentum! Facit! Vaginae!" she said, making sure to pronounce each word as clearly as possible. Her voice reverberated with power primordial, and her hands started to tingle with ephemeral energy. Immediately she felt a surge of magical energy flow from her fingertips, through the air, and down into her cock like raindrops on hot concrete. It was hot, physically hot, and Gwen sucked in a hissing breath as the sensation started to sting. Then, as quickly as it started, the sensation ceased, stinging heat seemingly evaporating from within her with an odd, effervescent sensation. The spell ceased, and Gwen felt her shoulders slouch a bit as she realized that her cock was still there, just as ugly, long, and wrinkly as ever. "God, you couldn't have even shrunk down just a bit?" Gwen said petulantly as she closed the book and set it down on the counter. She had hoped that her spell would have completely reversed the spell that she had cast to give herself the thing, turn her unwieldy tool back into a prim pussy. Yet, the thing remained, and she realized that she'd have to go back to the drawing board for this one.

At that moment the flimsy door to the R.V. bathroom was flung open. Ben strode in, without so much as a hint of shame on his face. "Ben!? Ben what the heck!?" Gwen half yelled in surprise and alarm. The thin girl used one arm to cover her modest breasts and used the other to throw a nearby towel in Ben's face.

"Oh come on! You've been in here for like two hours! And I really gotta use it," Ben said as he pushed past Gwen, unceremoniously unzipped his fly, and started relieving himself in the nearby toilet.

"One, maybe knock next time! And two, gross!" Gwen said, trying to ignore the sound of her cousin emptying his bladder into the toilet behind her. The girl, still naked as a jay, hurriedly closed the door to the bathroom lest their grandpa spy the two of them in such a compromising situation. "And close the door! You want to explain all of this between us to Grandpa?"

"Grandpa is out. He said he'd be gone for a few hours talking with his brother before the wedding tomorrow or something. Also, why do you care if I see you naked? Remember when I transformed into lifeline?" Ben asked, referring to the time he had transformed into the cloth alien and the two had been all but merged for an hour.

"I've been trying to forget," Gwen answered with a roll of her eyes. The memories of that day were still very fresh in her mind, and she could recall just how it felt having Ben as a living second skin.

"Yeah, well, after that I figure that the two of us don't really have much to hide from one another, yeah? I mean, it's kinda hard to be weirded out by your naked body when I've literally been a G-string riding up your butt crack. I know every inch of you," Ben said as he finished peeing.

Gwen wasn't quite sure what to say to that, but Ben did have a point. Like it or not, the two had become increasingly familiar with one another's bodies over these last weeks. Gwen had been inside of Ben more than once by this point. It would be childish to be prudish when she had quite literally cum inside of him half a dozen times by now. "Well, you're also interrupting something! You might like to know that I was trying to get rid of this annoying thing," Gwen said, motioning with one hand to her cock, which now hung loose and weighty between her lithe legs.

"Hmm, yeah, looks like that's going great," Ben said sarcastically, his turn now to roll his eyes. "Look, I didn't only come in here to pee. I have a favor to ask."

"A favor? This should be good," Gwen said, leaning her perky butt against the side of the counter and crossing her arms as she waited to see just what her cousin had come to grovel for.

Ben looked a bit nervous, apparently deeply embarrassed by the favor that he had to ask of Gwen. He swallowed the bit of pride that got in the way, and with a little sigh asked "Will you teach me how to dance?"

Gwen loosed a quick bark of a laugh. "Dance? That's it?" she asked incredulously.

"Yeah! Dance! I guess that I'm supposed to have some dance with the bride's niece or something at this stupid wedding, but I've never done slowdancing before. You gotta teach me tonight," he said reluctantly, looking decidedly miserable as he asked.

"We've known about this wedding for weeks, and you only ask me now, the night before the wedding?" Gwen asked with an amused chuckle. Ben's lack of foresight always seemed to bite him in the ass and she was just glad that she almost always got to see it happen.

"I ... I wanted to wait until grandpa was out of the R.V. I didn't want him stepping in or anything. You know how he is. It's just easier if you teach me," Ben said, oddly vulnerable and honest in that moment.

"Fine, dweeb. I'll teach you how to dance. Let me at least get a shirt on or something first though."

A few minutes later and Gwen and Ben stood in the cramped "living room" of the R.V. The space between the front door and the dining table, which was just large enough for the two to dance. Gwen stood, clad only in a loose tank top and a pair of Ben's underwear. Tight briefs that made it look as if the girl was trying to smuggle a python through airport security.

"I thought you said that you were going to put on pants," Ben said, looking his casually-clad cousin up and down disapprovingly.

"I said shirt, I didn't say anything about pants. If Grandpa is out, then I'm going to take the opportunity to dress comfortably. Besides, you didn't seem to mind when you barged into the bathroom just a second ago," Gwen said, extending her hand. Ben took her hand, and she immediately pulled him into the intimate embrace of a slow dance position.

"Fine, let's just get this over with. Just give me the basics and I'll be fine. I just don't want to look like a total lame-o out there tomorrow," he said with a huff of impatience and irritation.

"Oh, don't worry, I'm sure that you'll look like a total lame-o regardless," Gwen said with a chuckle as she showed Ben where to put his feet and where to put his hands. "Now, normally the guy is supposed to lead, the one who controls where the couple goes, who initiates dips and all that. But in order to teach you I'll have to lead at first. So, hand in mine, and the other one on my shoulder. Just like that. See my hand on your hip? That's how you'll be when you lead," Gwen said softly, gently guiding her bumbling cousin through the seemingly simple task of a slow dance. In Gwen's mind the task was simple, but Ben had never done it before, and he seemed to step on her feet with every second step. He was out of sync, oblivious as she tried to gently guide him along the simple steps. "Alright, rough start, but let's put on some music, alright? That should help you keep in rhythm," she said, using her magic to manipulate the cd player built into the front console of the R.V. In a moment soft music started to play over the van's aging speakers, and Gwen started to again, slowly, show her cousin how to dance.

Minutes went by slowly as Ben gradually picked up the basics of dancing. Gwen had seen the teen dodge two incoming missiles while hurling two fireballs in different directions to hit two targets moving in different directions, yet he seemed to be having so much trouble with a little two step. It was actually kind of cute in a way. "This is nice actually. Our lives have been so hectic this summer, and it's been a while since I just did something simple like this," she said with a smile that was small, but genuine and appreciative nonetheless.

"I think I'm starting to get the hang of this. Is this all there is to it?" Ben asked, obviously impatient for the little lesson to be over.

"Well, yes and no. I mean technically this is the very basics covered. But there's dips, twirls, not to mention all of the other derivatives of couple's dancing," Gwen said, honestly a little sad that Ben wanted to end things so quickly. She found that she was actually enjoying herself in this little moment.

"Do I really need all of that though?"

"I guess not. Tell you what, if you can get through the next song without screwing up then you're probably ready," Gwen said as she re-adjusted her grip and drew Ben into a properly intimate dancing position. Closer, he'd have to be in sync with her if he didn't want to step on her feet. Chest to chest, the pair swayed, moving about the small space in a way that almost left them bumping into the walls. Gwen looked into Ben's eyes and smiled at him, enjoying this moment far more than she would have said. For once, Ben didn't ruin the moment. He returned Gwen's smile, appreciative, though he certainly would sing nothing of her praises.

Gwen and Ben both froze mid song when they felt something come between them. That something, in this case, being the woefully needy appendage sitting heavy between Gwen's legs. Gwen hadn't felt it as it slipped out of the bottom of her boxer-briefs, but certainly did feel it as the sensitive head of her cock slid upwards along Ben's inner pant leg. The thick thing rose quickly, driven perhaps by the closeness between Gwen and Ben, or perhaps the boy's distinctive scent. Whatever the reason, the beast had been roused, and it thickened with a vigor that was quite literally super human. Soon it stood, bobbing not unlike a curious python in the air between them. It's form, pale to the point that the blue of Gwen's veins was visible along the surface, held a dense weight like a leaden cudgel.

"Jeeze, I knew you liked dancing, but this is a bit much," Ben chuckled as he separated himself from Gwen and took a step back. Gwen too stepped backwards, hands finding the edge of the dining table. She leaned against the table and frowned down at the ghastly thing that had ruined that rare tender moment. It curved upwards, almost seeming to taunt her as it throbbed. A thick, veiny beast, as needy as it was petulant "Sorry, I ... well you know how this thing gets. That's kind of why I was trying to get rid of it earlier," Gwen said with a somewhat embarrassed little shrug, even as the veiny tool rose and rose until it stood tall and proud. It wagged heavy on her hip, almost bouncing in time with her heart. It was a lively, alive, almost independent thing, connected to Gwen only physically. She realized in that moment, that perhaps she could use a hand dealing with it, and Ben's hands were nice and soft she knew. "You wanna ... maybe ... help a girl out?" Gwen asked casually, casting her cousin a look that she hoped didn't seem too hopeful or eager.

"What? Gross!" Ben responded almost on reflex.

"What!? You said it yourself, Dweeb, you know every inch of me, and all eleven inches of this thing. Where's the harm in helping me out? A favor for a favor, C'mon. Not like we haven't done stuff together before." Gwen said, a little embarrassed about openly asking for such a thing from her cousin.

"That was different! I mean, I was transformed, my mind, my body were different," Ben responded, though his words seemed to lack conviction.

"Yeah, well, not all of us get to have our transformations wear off after a few minutes," Gwen answered, looking sideways out the window into the darkening skyline beyond. Ben swallowed hard, knowing full well what Gwen meant. He was ultimately the reason that Gwen had the thing between her legs, he had been the reason that she had desperately cast the spell on herself. She had saved him that day, saved him from doing something heinous, and he knew that he still owed her for that. And, well, the prospect did seem easier to swallow simply for the fact that he was familiar with her body, familiar with the feeling of having that thing within him. Most of the times they had messed around had been while he was in the form of an alien, but the memories were as clear and as fresh as they days that they had happened. He looked at his cousin, and came to realize that she wasn't just asking for some physical relief, but also for some emotional relief as well.

"F-fine. I mean I guess I could help you out, if you really need it. Just don't think that this is going to be a regular thing, cuz it's not. I just feel bad about making you give yourself the thing in the first place," Ben answered after a few silent moments between the two.

Gwen stepped up to her cousin, came close enough that the tip of her proud tool almost touched his belly button. She wore a smile on her face that was both warm and deeply appreciative. "You know, there's a kind, wonderful person deep down inside you, even if he does only come out once in a while," Gwen said with a little chuckle. The girl somewhat awkwardly fished her length from her boxer briefs before letting the garments fall unceremoniously to the floor. She stood before Ben, naked from the waist down, turgid tool already drooling openly in excitement at the act to come. "Thank you, by the way, but we should probably try and get this over quickly. No telling when Grandpa is coming back."

"Just ... just this one time, alright? This is just to pay you back for putting up with my shit, and for helping me out like you do. I don't always say it, but I appreciate it," Ben said, the words coming with some difficulty from his stubborn lips. The agile boy then almost casually got to his knees in front of Gwen and she felt her heart jump up in her chest.

"Is he ... " Gwen thought as she felt Ben's hands almost daintily wrap around the base of her shaft. She watched as he opened his mouth, and his slender tongue slid out over his soft lips. "He is!" Gwen thought in a sudden burst of lurid excitement. She had only really wanted a hand, just for someone else to do the manual pumping it took for her to find relief. But, if Ben wanted to use his mouth, well she would say nothing to dissuade him from that course. Maybe it was a bit of a misunderstanding between them, but Gwen really didn't care. A powerful shiver rocked down her spine when she felt his slick, warm, wonderful tongue give the side of her thick tool a tentative lick.

Gwen got the feeling, if somewhat slight, that this was perhaps something that Ben wanted to do. This didn't feel like him simply doing his duty for some perceived debt. If he was truly opposed to this act, then he would have fought against it much more, would have argued, refused. The fact that he had put up only a token resistance spoke volumes to Gwen. Not that Gwen was about to voice any of this. Ben looked up at her intermittently, his green eyes flashing upwards to meet her own as he slowly worked into the act. She saw something there, a need perhaps, or maybe shame? It was hard to tell, especially as his hands slid up along her shaft and his tongue gave it clumsy little licks loaded with a nervous affection. She'd let him delude himself, but she saw through him, and her perception of him shifted in that moment. She'd never forget how feminine, how pretty he looked in that moment with his lips against the soft skin of her shaft.

Pretty, but also unsure. Ben seemed pensive, not sure of what to do. He laid small kisses along Gwen's shaft, and gave the trunk-like length occasional little licks, but was obviously nervous and ill-prepared. Gwen let him flounder for a few moments, tried to be patient, but quickly lost the struggle.

"You seem a little nervous about this. This isn't exactly rocket science you know. You do know how these things work, right?" Gwen asked as she reached down and let one hand cup his cheek in a display that was equal parts affectionate and assertive.

"I've never done this, well, except when I was Benfire, you remember that," Ben answered somewhat sheepishly.

"Yeah, well you were kinda just running on alien instinct then. Do you remember what you did?" Gwen asked, looking down at her cousin with a smile that was almost cold. She was calculating in that moment, trying to figure out precisely what he wanted. Did he want to be manhandled? Forced to choke her down to the hilt? That would of course relieve him of the burden of shaming himself if she were to force this shame onto him. Did he just want to explore her, explore himself casually? She pressed him in a circumspect way, wary not to give the game away before it started. "Now that I think of it, a lot of what we did was a lot like dancing. I could refresh your memory if you want," Gwen teased, offering in this moment to take some charge in the act. She watched Ben carefully, smiling as he gave her a small nod of affirmation, and told her that her intuition about him was spot on.

"S-sure. I mean, my memories of that day are honestly a blur," Ben said, an out of character nervousness coming over him.

That was it, he DID want someone to take charge, if even just a bit. Gwen smiled and took her cock in one hand, embracing the inner bossiness that always lay beneath her polite exterior. "Open your mouth, wide," she ordered. Her words were stern, but her voice was soft, friendly. Ben obeyed, though a tiny flash of rebellion was evident in his eyes as he did so. He wanted this, but it also stung his pride. Gwen placed the bulbous tip of her cock on his tongue, pressed it into the open warmth of his mouth, and smiled as she felt his lips close in tight around her. "Like I said, it was like a dance. The two of us in rhythm, the actions of one leading into the other. Though that time you were certainly the one setting the pace," Gwen said as she slowly started to slide her cock along his tongue. It was a shallow movement, just an inch or so at a time across his warm lips, but it set the pace that she wanted. Slow, casual, she worked her hips for a long moment, allowing him to get used to this, to get used to her cock sliding in and out of his mouth. "This time, I think I'll set the pace," she said, hand still cupped lovingly to his cheek as he lightly sucked at her thick tip.

"Don't get so ahead of yourself. I'm just doing this as a favor," Ben said, letting Gwen's tip slip from his lips to bark his petty disagreement up at her. The girl, her perky nipples straining hard against her tight tank top as she stared down at him, simply smiled and used one hand to casually press her cock back into his mouth. The action earned her a small glare, but he accepted her tip again past his lips.

"The rhythm is the most important part, steady, it builds to a crescendo. Like a dance," Gwen said with an air of authority not unlike a schoolteacher. She pressed deeper into his mouth this time, sliding in with some meaning, some force. "That's it, just like that. Feel the rhythm? One! two three, One! two three," Gwen said, thrusting forcefully into his mouth on the one count and taking her time dragging back out on two and three. Her hips were as a metronome, perky rear jiggling in time with her instructive strokes. Gwen slowly deepened her thrusts, fell into the act with a growing zeal. A zeal that threatened to consume Ben, threatened to drown him in the act.

The boy moaned, more from a sense of panic than anything else. Gwen's cock was soon knocking against the back of his throat with every thrust, and he realized that he may have bitten off more than he could chew. Still, as odd as it was to admit, Gwen's coaching was actually helping. Her counting, the steady 'One! Two three,' helped him to brace his body for her. The steady rhythm of it allowed him to focus on the moment, allowed him to accommodate her ridiculous size despite his lack of experience. His hands remained around her base, keeping her from thrusting too deep, maintaining what control he needed. The truth of the matter, the truth he would never say out loud, was that he found this act to be absolutely enthralling. To submit to another in this way, especially his aggravating cousin, hit taboo buttons that he hadn't even known were there a few weeks prior. Ever since he had turned into Benfire, ever since the first moment that Gwen had been inside of him, thoughts of this nature had haunted him, hounded him. He had tried at first to shake them off, to forget about the incident, and then Lifeline had happened. He had transformed into an alien piece of clothing, melded himself into Gwen's skin. That too had been an eye opening experience. Feeling what she felt, drinking in her very essence, something had clicked within him that day, some delicate barrier within his morals had irreparably snapped. The thoughts that had been so troubling then didn't seem so awful afterward. How could it be shameful to want to touch Gwen in this way when he had literally been a second skin for her, when he had happily acted as a physical cock sock for her? The truth was that he wanted this, and he well knew it, though he was loathe to admit it even to himself. So he licked at the underside of Gwen's shaft as it slid repeatedly against his tongue, and made sure to glare up at her as he did so.

"Oh, don't give me that look. You're doing so good! We finally found a good use for your fat mouth," Gwen cooed tauntingly. The girl felt a fire in her belly that she had rarely known before, and in that moment felt invincible. It felt good, not just physically, but emotionally too to have Ben prostrate before her. Seeing him pay service to her in this basal way felt, well, felt like victory. Having her dweeb of a cousin acting like a common whore for her pleasure, well it stoked her ego and fanned it into a selfish blaze. She kept the pace, counting with little taps on Ben's cheek as she continued to rhythmically feed her pale snake into his mouth. She pushed him to his limit, pressing her cock past his hands, past his lips, until the foreskin-covered head pressed at the back of his throat with every thrust. A taunt, a threat, that at any moment, with just a bit of extra force, she could slip down his throat. Gwen's slim frame struck a striking image as she stood, legs wide. Her heavy balls swung low between long, willowy legs, and her skin glistened with a slight sweat as she fed her length into Ben's bratty mouth. Her face, though calm, held an undercurrent of manic lust that grew with each moment.

The song that had been playing ended, and one with a slightly quicker tempo took its place. "New song, let's change up the pace," she said with a chuckle, not bothering to wait for a response from her cousin. "Ready? Just follow my lead. One two, one two three! One two, one two three!" Gwen chanted, smiling at how quickly Ben seemed to adjust to this new pace. She gave him two heavy thrusts at first, followed by a quick burst of three in and out motions. An odd cadence, but fitting for the beat of the dance song. "No hands, it's easier to keep the pace if you just use your mouth," she said in a commanding way, heavy balls swinging, cock glistening with Ben's saliva. His hands dropped somewhat reluctantly, coming to rest on Gwen's hips in order to steady himself from her increasingly vigorous onslaught.

Gwen almost lazily fell into a flow, allowed herself to keep pace with first one song, and then another. She took her time about this, allowed herself to simply ride along the act, indulging for a bit her position of eminent dominance over her cousin. She let her own ego take in the sight of him on his knees before her, made herself remember this for all time. Ben, on his knees, that loud mouth both silenced and bent utterly toward her pleasure. She let him suck on her, let him work for his penitence. "You look good like this. It suits you," Gwen said, her compliments meant to sting as much as it was honest praise. He deserved that at least, to have this indignity rubbed in for a bit. Ben, if nothing else, could use a bit of humbling. By the fourth song, however, it seemed that Ben had lost his patience.

He pulled back until the slick tip of Gwen's cock popped from his lips. Her pillar, now shiny with his spit from base to tip, glistened in the artificial light, throbbing against his cheek as he looked up at her. "Are you going to hurry up? You're holding back, I can tell. Grandpa isn't going to be gone forever you know," Ben said, rubbing at one side of his jaw tenderly. Apparently taking her girth was taking its toll on his muscles as well as his pride.

"Taking my time? I was being nice, letting you go at your own pace. But, if you want to speed things up I know a way, though you might not have the stomach for it," Gwen taunted, taking her cock in hand and gently rubbing the slick length along his cheek in a display that was decidedly masochistic. "I don't know if you're ready for a deep dip, but that would speed things up a lot," she added sliding her length along his cheek and letting him feel just how much of her tool would be sliding down his throat. Seven inches, maybe more would be sliding down past his tonsils, slipping down his throat almost to his stomach.

Ben swallowed, a shiver of fear bounding through him as Gwen's meaning sunk in. He had done that before, done that as Benfire, but the memories of that event were fuzzy, and that form had utterly lacked a gag reflex. Now, well the threat of Gwen's thick inches sliding past his uvula was frightening, though Ben had never been one to give in to fear. "Just ... whatever, as long as it gets this over with quicker," Ben spat back, trying to cover his feelings with anger and defiance.

"Fine, open back up then," Gwen said, smiling as she pressed her tip against his lips and he reluctantly obeyed. "But, it's your funeral," she added with a giggle, letting her cock press firm against the soft wall of the back of his throat, causing him to cough just a bit in response. She resumed her rhythm, falling back in time with the beat of the song playing softly in the background, though this time she let her cock hit the back of his throat, let him taste what he was asking for. He sputtered each time she touched his gag reflex, but the feeling only seemed to make him glare at her more and more each time.

"Now, the only blowjob I ever had was from you, one time, so we're both pretty new at this. But, I figure that going deep is just the same as it is when you dance. The dip isn't something that you usually plan for, not something baked into the steps. It's a flourish, an added bit of excitement to break up the monotony of a basic two step," Gwen said, taking on the tone of an instructor as she continued to plug away at Ben's throat, teasing with with every fluid thrust. "It relies on being in sync with your partner, knowing how to read the signs to tell when a dip is coming, and to go with it, as deep as you can go. I'll count this one down, so try and relax," Gwen said, her voice somewhat motherly, somewhat kind as she knew that this little trick would be rough on him. Gwen counted with her thrusts, noting how Ben closed his eyes tight in preparation. "One, two, THREE!" Gwen barked, cupping a hand around the back of Ben's head as she thrust hard and broke past the tight barrier of his throat.

The boy sputtered, coughed hard as the thick meat of Gwen's tool bullied past his tongue, past his tonsils, and buried itself thick inches down his throat. Pain shot up into him, pain as every muscle in his throat flexed hard around her, gagging, trying to eject the unnatural intrusion. A gag that ultimately only fed into Gwen's pleasure. Ben heard his cousin grunt above him, an adoring grunt of satisfaction as his throat clenched with desperate strength around her. Almost hilted, her balls pressed tight against his chin, and he felt her bent tool flexing hard down in his passage. The head of her was lodged somewhere past his collarbone, and tears streamed from his eyes as she choked him. Then, as quickly as she had thrust in, Gwen pulled out. Her length was sticky now rather than simply slick, lathered in a stringy layer of Ben's spittle.

"There, that's what you signed up for. You want more? Or do you want to do this the slow way?" Gwen asked him, her every word a taunt, a fire that burned at what pride he clutched to.

"I can take anything you can dish out. Give it to me," Ben answered, spit dripping from his lips, eyes wet with tears. His pride could take the hit of sucking Gwen's dick. The two of them had already done worse together to be sure. But bowing out before her? Admitting that she was too much for him to handle? Giving her the satisfaction of defeating him? That was too far. If he gave in now he knew that he'd never hear the end of it. So, with his face red and his throat already begging for relief, he steeled himself and asked for more.

"Good. I won't warn you about the next one. You'll just have to react, to follow my lead," Gwen said, again sinking into the rhythm of the song as she placed her slimy tool back into Ben's mouth. The girl was rising, felt her body heating as she closed in on her release. Her nipples tugged hard at the coarse fabric of her undershirt, and she found her breath coming in needy little puffs. He sucked at her harder now, lips and tongue working overtime to try and pleasure her, to bring an end to this humiliating submission. She thrust into Ben's mouth in that simple rhythm that went along with the song for thirty seconds, forty ... a minute, and then, without much warning, she thrust back down, sheathing herself deep in his throat.

Ben coughed, sputtered, but he held his nerve better this time. He didn't cry, suppressed his gag reflex, and looked up at Gwen furiously as her balls pressed tight against his chin. She held herself there, for how long he couldn't accurately say, but long enough for him to swallow around her a few times. Rough, wet, and sloppy, it hurt but there was an allure to this he couldn't deny. Some masochistic bit deep down inside of him adored this, loved the way this hurt, loved how dirty it made him feel. As she pulled out he felt his throat ache, sucked in a great gasping breath around her tool as the head of it again rested against his tongue.

"That's it. I guess you do remember what it was like being Benfire, huh? I'm close, so just keep it up like that and we'll finish in no time," Gwen said, her cheery voice utterly at odds with the sharp, teary-eyed feelings boiling through Ben in that moment. She gave him a little pause then, let the rest of the song and then some play out, let him gather himself as she concentrated on finding her pleasure. As fun as it was to torture him a bit, Gwen had no desire to see Ben puke on her dick that night. The next 'dip' would be the last, and she had to let herself ride her pleasure right to the rim for it to work out. She wanted this last one to go right down his throat, wanted every ounce of her load to skip right past his tongue and plunge right down into his belly. There was something in that, something visceral and primal in that thought, and she wanted it to be without flaw. So the lithe redhead closed her eyes, hummed along to the beat of the song playing throughout the cabin of the R.V., and waited for the perfect moment.

The moment came not long after. It took Gwen only a few dozen more strokes to find her moment. Ben looked up at her, vibrant green eyes full of something she couldn't quite place. Regret, desperation, adoration, whatever it was, it pushed Gwen over the edge. The girl felt her length flex in Ben's mouth, and as the tip of her cock swelled outwards in orgasm she rammed it right down his throat. Gwen thrust her hips forward, perky ass clenching hard, hands tight around Ben's head as she fed it to him. He choked around her, coughed, but held on as inch after inch of her tool sunk down into his gullet. His throat bulged visibly, bloated with the obtuse mass of Gwen's tool. Her balls pressed tight against his chin, clenching hard against him. "And, dip!" Gwen grunted in a moment of proud triumph as she made him truly feel what it was like to be a bitch.

Ben's perception, his whole world was swallowed up by the feeling of the hard log buried so painfully down his throat. It was a selfish thing, a thing that demanded his pain, his tears. An ugly thing that stretched his throat wider than it had ever been stretched. A masculine thing that found a feminine pleasure in the tight muscles of his throat. He was distinctly aware of the path that Gwen's load took. He felt her fat, sweaty balls heave up, felt the channel on the bottom of her cock bloat hard against his tongue, and felt it as the tip of her cock flared out hard somewhere down near his collarbone. She throbbed, voice singing out the praises of his mouth as she treated his throat like her own personal cumdump. Though he couldn't taste it, he was aware as she flung her slime down the last few inches of his esophagus, as there was a gummy, gluey pressure building quickly down in his belly. Gwen was cumming down his throat, doing her best to impregnate his lunch, and he had practically asked her to do it.

Ben coughed around Gwen, throat reflexively swallowing around her, instinctively trying to move the blockage either in or out of his airway. The swallowing and coughing, however, at the end of the day, only heightened Gwen's pleasure. Every twitch, every clench of his throat milked her, coaxed more of her load from down within her overactive balls. If one could drown out the noise of the music, of Gwen's moaning and of Ben's gagging, then one would be able to hear every heavy throb of Gwen's seed as it splashed heavily into Ben's stomach. A thick sound, syrupy, as each throb planted ounces of her protein-rich jelly deep down within him. Each throb was heavier than the full load of a normal man, and Ben felt his belly growing tight as the seconds wore on. Six spurts, a dozen, Ben and Gwen both lost count as Gwen rode out her masochistic release.

Ben wasn't sure how long Gwen would cum, but he knew that however long it was was going to be too long for him. His vision blurred, and he knew that beyond the pain, he was going to black out soon unless he got to take a breath. He tried to pull himself back, but Gwen, either too lost in the throes of pleasure, or otherwise uncaring about his panic, held him fast.

"Just, a little ... MORE!" Gwen grunted, fingers like iron against Ben's skull as she humped out her last few shaky ropes down his gullet. His hands clenched with white knuckle strength to Gwen's ass, squeezing the girl, trying to signal how badly he needed a breath.

It was only when Gwen felt her cousin's hands slapping desperately at her perky butt to get her attention, that she realized what a state he was in. His face was red, though quickly turning blue from lack of oxygen. But, well, she was so close to being finished. She let herself stay sheathed down in his throat, let herself feel him squeezing so wonderfully hard around her a few more times. Let her body ride out her pleasure to the last, until she had deposited the last shivering little squirt of sperm down into his belly. Then, Gwen released Ben, shuddering as the boy immediately leaned back and her length slid quick from the tight embrace of his throat.

Gwen's tool hung heavy, dripping with long strands of saliva before Ben. The plump log, which had only just then been buried so far down his throat, seemed to taunt him as he gasped for breath. It seemed smug in its victory as he stared at it through tear-blurred vision. Ben coughed, hacked to clear his lungs, but looked up at Gwen with an expression that could only be described as furious. "Too far!" he managed to gasp between rough bursts of coughing. His throat felt raw, felt tender. His muscles complained, aching as they slowly seemed to fit back into place.

"Hey, you wanted me to speed things up. Can't argue with the results," Gwen answered neatly. She smiled down at her breathless cousin, admiring the subtle but definite swell of his stomach, evidence of the tremendous load she had just deposited there.

"Yeah, well, I never said that you could choke- urp! -choke me out!" Ben spat back, his words interrupted by a particularly heavy and semen flavored belch.

"You liked it! Don't even try and deny it. I never suggested a blowjob, you just straight out volunteered for it. I figured that maybe you wanted to get choked a bit," Gwen shot back, the gloves coming off now that she had safely stowed her mess deep down in Ben's belly. "Besides, I can see the stiffy you're sporting. Face it, Dweeb, you liked it,"

"I! I was just doing you a favor! We already did that stuff already, and I figure that a nerdy loser like you is never going to get laid anyways, so I figured that I'd let you have this one, cuz we're family. Shows what I get for being nice," Ben retorted, his arguments devolving into base insults as the intensity of the act that they just performed started to wear off.

The pair argued, as was their natural way, though neither seemed to notice something particular about the act that they had just performed. If the lights had been a bit dimmer, or Gwen's load less encased in Ben's stomach, or even if either of them had been a bit more observant, they might have noticed the distinctive blue glow that Gwen's semen was giving off. Blue, like that of a nuclear reactor, glowed faintly from Gwen's semen, showing even in the small droplets that dripped from her tip down onto the floor between them. A blue that faded quickly, evaporating like effervescent foam in the open air. Far too absorbed in arguing with his cousin, Ben didn't notice the way his belly rumbled, the way stretching little flames of tingly sensation seemed to subtly spread into his body. Had the pair been in the dark, the churning mess of semen down in his belly would have glowed so strongly that it was visible even through his body. Gwen's spell had worked. Though the amateur witch hadn't cast the spell that she had meant to, her magic was no less potent for her ignorance.

The wedding had gone just about as well as Gwen could have predicted. The bride's side of the family, who Gwen had learned were actually a brutally dangerous race of slime-like aliens known as Lenopans, or Sludgepuppies. The Plumbers, and by extension seemingly every member of Gwen's extended family, had been at war with the Lenopans for decades. A brutal feud, that had promised to end with this marriage. Only, the bride's parents hadn't seen that as a good thing. The afternoon had been filled with fighting, with the bride turning on her parents for trying to sabotage her wedding and trying to kill her husband's family. Ben had gotten to go hero, using the powers of Heat Blast to ultimately dry out and stop the bride's parents. All together, well it had really gone better than Gwen had honestly expected. A Tennyson/Alien wedding could have been a literally earth-shattering event.

After the excitement preceding the ceremony, well things had really mellowed out. Though the reception hall and venue were scorched and pretty much entirely destroyed, the guests were by and large unharmed, and the food and drink was still sitting on ice. So, with a space cleared outside by a scenic pond for tables and dancing, the reception went on. Gwen sat by herself at a small table, her heels and dress dusty and muddy from first the intense fighting and then the wonderful dancing. It seemed that perhaps the earlier fighting had gotten everyone's blood up, and so Gwen had danced and danced with partner after partner until she was out of breath, left here sitting with her third glass of bitter punch.

Gwen was halfway sure that the punch had been spiked, likely with some kind of fruity rum based on how subtle the taste seemed to be. Not that she really cared. It was good punch either way, and the way it slid cool and sweet down her throat seemed to quell her tired body. Gwen relaxed and watched Ben putting his very well earned dance skills to the test. He was awkward, of course, as he danced, but that was about what Gwen had expected. Most people didn't earn their dance skills through an oral exam. Still, he seemed to be holding his own while he danced with a girl Gwen was half-sure was named Lucy. The blonde was one of the lenopans, cousin to the bride, and a bit younger. She was having trouble keeping her feet in human form, and so she and Ben danced in a smearing puddle of her sludge. It was cute, really, but Gwen found herself a bit distracted from the cuteness of the scene. Maybe it was just the punch, but Gwen couldn't help but stare at Ben's ass. "It looks bigger ... " Gwen said to herself, musing at the way his butt seemed to stretch at the shiny fabric of his pants. The more she stared, the more the song went on, the more Gwen realized that she wasn't just imagining it. She had seen Ben put those very pants on not three days prior, and if anything they had been somewhat loose at that time. Now, well the swell of his hips, his ass had padded out at least a few inches, and the fabric hugged tight to feminine-looking curves. No amount of overeating, even with Ben's abysmal diet, could result in a gain this large. "It doesn't look bad though," Gwen had to admit as she watched his butt shake at the tail-end of the song.

The song ended, and Gwen watched as her cousin politely disengaged from Lucy. He shook some of the slime off of his shoes before making his way over towards Gwen. "You know, you're not as bad at dancing as I thought you'd be," Gwen said as her cousin sat at the table next to her and leaned back in his chair casually. She passed him one of the cool glasses of punch that lined one side of the table and he took it thankfully.

"No, I looked like a total dork out there. But, whatever, it's fun anyways. More fun than I thought it would be for sure," he said in a rare moment of honest humility. He took a swig of the punch, shaking his head a bit when he too tasted the bitter influence of the suspected alcoholic spike. He though, like Gwen, didn't seem to mind and happily took another swallow.

"Everyone sucks when it's their first time doing something," Gwen said, though she realized almost instantly that her choice of words was perhaps a bit poor.

"Sucks, real funny," Ben answered with a roll of his eyes.

"I didn't mean it like that!" Gwen protested with a smile, though the thought, the memory of what the pair of them had done the day before came swimming back like a riptide. Ben's soft lips, his breath on her balls, his tongue sliding delicately underneath her tight foreskin. Powerful memories that made the length hidden ever so neatly behind the waist-sash of her dress throb hungrily. She looked at Ben, eyes wandering over him as those memories took her. He had been so cool about it, about doing that stuff with her. It had been unexpected at the time, and even now afterwards she could scarcely believe that he had been so willing to do that sort of thing with her. His ass pressed thick and soft against the smooth surface of the metal folding chair that he sat on, and the fabric of those old dress pants seemed just barely able to contain him. He was thicker, for sure, and though Gwen was rather curious as to why, well it seemed a minor worry in that moment. Maybe she just hadn't realized the change and it had been normal, gradual. She looked at him, remembering those lewd things that he had been so willing to do for her in the R.V. the night before, and her mind wandered to what else he might be willing to do.

Almost before she realized it, Gwen found her cock fully erect and roaring for attention. The thick bulge of her tool, previously hidden just barely behind the thick fabric of the sash that decorated the middle of her dress, now stood erect and skewed against her. It slid up, bunching at the fabric over her belly, and flagging upwards with a power that beggared belief. A keen-eyed passerby might have seen the bulge had they known to look for it, and Gwen slowly and carefully pressed the throbbing tent down until it was hidden by the bulk of the table before her. Her glamour was still in effect, but there was no telling when she might be caught in a photo, or if her Glamour spell would even work on Lenopans.

Ben saw Gwen's tool rise, watched it rear its head against the inside of her dress, going from soft to fully erect in just seconds. He smiled as Gwen nervously pushed the thing back down beneath the table. "Girl troubles?" Ben asked, taking a somewhat smug drink from his cup as he watched Gwen fidget.

"Yeah," Gwen answered in a bit of annoyance, eyes scanning around carefully to see if anyone was paying attention to them. Her cock had done this before of course, and she knew it well enough at this point to know that an erection like this wasn't going to go down easily. Sure, it might go soft if she left it alone and thought about trigonometry for a bit, but it would come back at the slightest provocation. A rumble in her seat, the way her jeans rubbed against it as she walked, a particularly curvaceous rock formation, all could trigger her. An erection like this, well it wouldn't quiet down fully until she took care of it the rough and messy way. "Look, I should go take care of this. Just ... just cover for me if anyone asks. Tell them I got a headache or something," Gwen said, again peering around to see if anyone was looking. The party around them was lively, if somewhat dimly lit in the fading evening light. Ben and Gwen sat at the outside of the outdoor space cleared for the reception. A few feet behind their table, and wonderfully shrouded in darkness, was a series of dense bushes, about Gwen's height, which would give her perfect cover on her way back towards the camper. The girl finished her drink, swallowing the last half of the syrupy mess before ducking out of her seat and stealthily making her way off behind those bushes.

"Hey!" Ben said, almost leaving his seat before he too remembered his thirst. He finished his own drink in several powerful gulps before tossing the drink aside and moving to follow his cousin, unaware that a third party watched his every move.

Gwen stopped in her tracks on the far side of the bushes, halted when she felt Ben's hand close around her wrist. He held her fast, and she turned to face him with an annoyed scowl. "Ben, I have to go take care of this. If I'm quick I should be able to make it back before the party is done," Gwen said, impatient to leave and take care of her little problem. If she was quick, if she dug deep and worked hard, well she might be able to crank it out of her system in twenty minutes, be back at the party after cleanup in thirty.

"I ... " Ben said, pausing as he turned Gwen to face him. The two of them were sheltered from the light of the party, lit only by stars and moonlight. He struggled then to find the words he wanted to say, or rather, struggled to force his pride out of the way. His hands, however, were not as apprehensive, not as burdened by his stubborn pride. His left hand fell, and he touched Gwen's tool, rubbing at the head of her length with his palm. Slow, gentle, he looked Gwen in the eye and swallowed heavily. "Let me help," he said, his voice low, shaky with the nervous shame of what he had just asked, of his now open admittance of his desires.

Some distance away there was a noise, a person perhaps, walking past their little hiding spot, and both teens jumped in fright at the thought of getting caught. It was a natural movement, for Gwen to press herself forward into Ben. Dancing, they were just dancing, no one would look twice at that, even if they were a bit far from the dance floor. Gwen pressed herself tight against Ben, hiding her tent against his front. A towering bulge that stretched from Ben's hip, all the way up to nearly tickle the bottom of his ribcage. "You seem to like helping me out," Gwen said, her voice smooth and oddly confident in that moment. She held Ben close, hands sliding slowly down along his back as they swayed to the movement of the distant song.

"I guess that I do," Ben admitted, unable to meet Gwen's eyes even in the dim light of the moon. Ashamed as he was of his feelings on the matter, he knew it was no use trying to hide how he felt from Gwen. She was too smart, too canny, and would pick up on it sooner or later anyways.

"So, what? You have a crush on me or something?" Gwen teased, hands fiddling about at the dip in Ben's back, just above his oddly plump ass.

"What!? No! I mean, yuck!" Ben said in honest disgust at the thought.

"Good! I was afraid that this was going to get weird," Gwen giggled, feeling oddly at ease in that moment, just swaying there in the dark with Ben.

"I like fooling around with you, you push my buttons. I take back what I said yesterday. I'd like to make this a regular thing, alright?" Ben said, not showing any real reaction as Gwen's fingers started to surreptitiously slide past the tight line of his belt.

"Cousins with benefits?" Gwen asked, her fingers sliding past his belt and sinking into the surprisingly soft flesh beneath.

"God, it sounds so gross when you say it like that. But, I guess, yeah," Ben answered as his own hand wandered down along Gwen's side until he felt the firm form of her hefty balls beneath her dress. He cupped the heavy balls, seemingly awed by their weight, their heft. "I could use my mouth again, if you want. That was pretty fun," he added, fingers teasing Gwen even through the fine fabric of her dress.

"I was thinking about something a bit different," Gwen said mischievously. She turned Ben, spinning him as if it were simply a part of the dance so that in a flash of movement her front was pressed to his back. Gwen's arms twisted around his middle, running down in a loving embrace until her hands found his own modest erection. His prick stood hard, a handful if even that, but proud nonetheless. She hugged him from behind, chin resting on his shoulder, even as she allowed the thick form of her bulge press right up against his ass. Her length seemed like a perfect fit as it lay hotdogged against Ben's oddly soft cheeks. It was evident to him immediately what she wanted.

"D-don't you think that's a bit far so quickly?" Ben said, his voice cracking nervous but excited as he felt the tool, almost as thick as a baseball bat, against his softest parts. The thick thing was like a threat, an unspoken promise of destruction that hung heavy overhead.

"I was in you before, and you survived," Gwen said, her voice low, dangerously soft. She swayed in time with the music, this time not with Ben, but instead against him. Not dry-humping, not really. Just a sway of her hips in time with the music that impressed upon him just what she wanted of him this night. "Remember? That first day when you turned into Benfire? You turned back and I was still inside of you. I finished in you. You know how this feels when it's inside of you," Gwen whispered, grinding her length against him in as much of a promise as a threat. He knew full what it felt to have her lodged balls deep inside of him, knew what it felt like having his insides painted with her essence. She only had to remind him that he could take her, especially with all of the added padding he seemed to be carrying.

"Benfire! I could be Benfire again. I know how to select her in the watch," Ben said in a bit of panic, feeling the raw hunger in Gwen's hands as she pawed at him.

"Maybe later. You need to practice controlling that form anyways. Tonight though, I just want Ben," Gwen said simply, length throbbing in excitement as her mind swirled with thoughts of what she knew was to follow.

"W-what about lifeline? Y-you could wear me, under your dress even. No one would even realize," Ben again offered, trying in his moment of panic to change the target of Gwen's arousal. His jaw still ached from handling the thing not 24 hours earlier, and he feared what kind of damage she could do if he allowed her to take him from behind. The thought was tempting if he was being honest. Bending over, letting her have her way with him, it was sure to be fun, but he worried about the price he might have to pay for that fun.

"You can be Lifeline later. He might make for good pajamas. Right now, I want Ben," Gwen said, her voice thick with a hunger for him. Gwen tugged at Ben's pants, not even bothering to undo his belt. Her hands were nimble, eager, and in a heated moment she pulled his pants down over the deliciously plush rear that had been taunting her all day. Ben froze then, like a deer in the headlights, as he realized just what he had thrust himself into. Gwen didn't just want to have sex with him, she wanted him here, wanted him right this very moment, out in the open air of the night.

"Sh-shouldn't we head back to the R.V. first?" Ben asked, trying to pull his pants back up, but stopped at his halfhearted attempt by Gwen's hungry hands.

"Here is fine. We'll just be quiet. No one has any reason to come this way anyways," Gwen said, realizing that this really was a perfect spot for some semi-public shenanigans. Their little bush lay on the far side of the wedding. The bathrooms, the parking, pretty much everything of interest was in the other direction. Their little set of bushes, neatly placed by the side of the small lake, was almost perfect hide for what they were doing, and the added taboo and danger of doing this almost in public thrilled Gwen far more than she had expected. She found herself biting her lip, her face a mask of manic glee as she unceremoniously tugged Ben's pants down to his knees. She leaned against Ben, pressed herself close to him so that she could whisper in his ear. "Let this happen, you won't regret it," she said simply, smiling as she felt Ben's body give a delightful little shiver in response. It wasn't a question, it was a command, and he knew it.

His ass lay bare, pale cheeks almost glistening in the moonlight as Gwen quickly hiked up her dress. The girl was rushing and she knew it, but that could hardly be helped. They'd have to be quick if they were going to get away with this. The longer they stayed in this spot, the higher their chances of being discovered. Gwen hiked her dress up, and her long, deadly, almost animalistically curved length bounced free. The form of the organ was lit in stark relief, every vein visible along its surface. Gwen took the drooling tool, and quickly pressed the head of it right between Ben's cheeks. Just a touch, just a kiss of her foreskinned head to his pink pucker, but enough to draw an excited, panicked breath from Ben's nostrils.

Gwen let her dress fall heavy over Ben's back, the cloth both covering the details of their act, but the position of it making what they were doing only all the more obvious to anyone who passed. It draped long over Ben's ass as Gwen worked by feel, one hand swirling the tip of her cock against Ben's pucker in a teasing little dance. She smeared her pre into him, feeling just a touch bad as she realized that the little dribbles of her slick pre were the only lube he would be getting. "Down, on your knees, it'll be easier that way," Gwen said, pressing Ben down with one hand while she quickly followed suit. The grass was cool against her bare knees as they knelt there, him on all fours before her in a display of submission that set a fire within her. She realized that she liked seeing Ben on his knees in front of her, liked seeing his will bend before her own.

Ben's heart beat like a like a boxer's fists against a speedbag as he crouched low before Gwen. He knelt, his face so low that he almost tasted the cool grass beneath him, while his rounded rear was raised high. The feeling that ran through him was like a hurricane, and no less destructive. He had felt this before, felt it a few times. This whirlwind of taboo, of anger, of wonderful submission had whirled through him every time that he and Gwen had been intimate, though it had never been this strong before. He wanted this, and yet he hated every inch of it. Bending over like a bitch, presenting himself like some needy mare before Gwen. Gwen! Ugh! she always had such a way of annoying him. So bossy! So sure of herself and so sure that she was always right. Maybe that's what made her so tantalizing. She was a bossy bitch, the only person in his life who really challenged him, which made submitting to her like this feel so, so, SO wonderfully wrong. He had wrestled with these feelings since that first day that he had turned into Benfire. He had never known how good submitting oneself to the will and pleasure of another could feel before then, and yet, after he had tasted it, he found that it dominated his thoughts. Submission, so red, so raw, it was a force that overpowered his dignity, his pride. He wanted this, hated this, shivered for this as he felt Gwen's tool kiss at his entrance as his knees sank into the damp soil by the lakeshore.

With her dress draped over Ben's back, Gwen wasted no time. She let her cock dance against Ben's tantalizingly tight pucker for just a minute, just long enough to smear it with her pre, before she started to press into him. She held her cock beneath her dress with one hand to steady the length, and with the other held Ben by the waist, pulling him back against her as her thin hips rocked forward. It was odd, and perhaps a bit upsetting just how natural this felt to her. She felt his ring resist her, felt his pucker clench hard for a few second in blind panic as she tried to find purchase. A resistance that was no match for her hunger. Gwen felt his ass give, felt his tight muscles relax just a bit, and felt the head of her cock lodge into him. The bulbous, flared head of her tool sunk into him slowly, stretching the boy wider than his body had any real reason to stretch. An intrusion without enough prep, that left Ben crying out in sudden pain. His cry had hardly left his mouth before Gwen's hand clasped firmly over it. She leaned in, looming over him, his continued whimpers of pain muffled by her firm hand.

"None of that. Can't have you drawing any undue attention now, can we?" Gwen said, her voice a hoarse whisper in his ear as her thick inches made their hoarse entrance into him. She sunk into him slowly, her mostly dry passage into him causing his body to clench and quiver at the sudden shock of surprising pain. Gwen pressed two of her fingers into Ben's mouth, stifling his moans, and giving him something else to focus on as she re-sized his passage. It was a distraction that Ben took eagerly. He sucked hard on the two thin digits, focusing all of his attention on that sensation rather than the other, which felt like a baseball bat sliding the wrong way into his body.

It was only then, as Ben practically bit down on her fingers in the pain she was inflicting upon him, that Gwen realized that she had a spell that might help this situation. She knew that she had been a fool to overlook it, but to be fair she had never considered the spell as anything but a battlefield utility. That, and the intensity of the moment had made her forget anything that wasn't the feeling of hot flesh against and around her. "Oleuma," Gwen whispered before about an ounce of slick oil dripped magically from her fingertips and coated her shaft in the clinging layer of lubrication. The difference was immediate, and both teens breathed in a bit of relief at the change in sensation. Ben was still tight, still whimpering into her fingers, but her shaft slid into him much more readily now. "Better?" Gwen asked, smiling as she fed the first few inches of herself into and out of his ass to properly spread the lube around.

"You couldn't have done that from the start?" Ben asked, his words half garbled by the fingers still in his mouth.

"I can get rid of it if you like. I actually know the counterspell to this one," Gwen answered, her words more playful, but the threat a very real and definite one. Ben simply shook his head slightly, before returning his attentions to the fingers in his mouth. Gwen was slow to fully hilt herself inside of her cousin, made sure, even in her haze of lust, to give him a bit of time to adjust. This wasn't Benfire, or Lifeline, or any of his other super powered alien forms. This was squishy, delicate, human Ben, and she knew that she was a lot to take. She felt it as her tool touched him deep, felt it as his insides spread wide around her. She hit the bend in his passage, and smiled as she felt her cock straighten it around her. Her hips met his ass soft, sweet, but with the power of a conquerer. She laid both of her hands on his ass now, squeezing hard at his flesh as she exulted in that moment, in that triumph. Buried fully within him, feeling his body clenching, quivering, rolling around her from base to tip, it was sublime. His ass pressed against her hip, and she felt her heavy nuts come to rest against his noticeably smaller pair. Gwen let her head raise high, and she looked up at the starlit sky above as she started to move her hips, started to dance.

Ben had trouble controlling his mouth, trouble stopping the grunts that flowed against Gwen's fingers as he felt her start to move. He was aware of every bit of her length within him, his nerves singing as the thick head of her scraped so hard along within him. It felt like her head was lodged somewhere just beneath his lungs, and that was a bit troubling, but the part that Ben couldn't ignore, was the way her cock rolled over his prostate. Like the great wheel of a steamroller, her cock flattened him, pressed him, smushed his button like that great wheel rolling over a small stuffed animal. Her length was so thick, that her every movement sent a wonderful fire burning up into him. His length was hard as could be, untouched but eager, bobbing beneath him as Gwen started to put it to him. He could feel his length leaking, silky pre being squeezed from him with every turn of her press. Despite the shame in his heart at this act, he could not deny the absolutely unparalleled feeling it drew from his body. Even though she had just started, Ben knew that he would cum far before Gwen did.

"We have to be fast, so just hold on and take it," Gwen hissed, noting how close the noise of the crowd seemed in that moment. There could be no hiding what they were doing if someone were to come upon them. The rest of the wedding party were just scant meters away, only a hedge and some noisy music to hide the lurid and incestuous act they were partaking in. So Gwen held nothing back. The girl worked her hips into a quick, if rather shallow rut. This was not the slow, deep, ponderous thrusts of lovemaking, but the shallow thrusts of an beast. Animalistic, that's what this was really. A primal display of confused lust, of animalistic dominance and submission. Rutting, like beasts, with only the barest hint of human modesty involved. Gwen fed it into her cousin, worked her hips sharply so that her balls slapped lightly against his own as she took him. Neither could she afford to think of his pleasure. No, this was a moment of passion, a strike of the match that would burn brilliantly, but for just a moment. Quick, but not so quick or forceful that their bodies clapped together.

Ben closed his eyes, and his breath came rough and quick as Gwen took him. The oily lube she had applied helped, but it could do nothing to help with the sheer degree to which her tool stretched him. He was being hollowed out, stretched like a sock in order to fit her incongruent shape. His body protested, clenching around her, squeezing down on her, trying in vain to eject the invading tool. His body fought the act, but his mind was abuzz with insensate pleasure. Gwen's cock rolled over his prostate like the loving fist of an avenging angel, squeezed his pre from him like juice from a delicate peach. His cock dribbled his effeminate mess down into his underwear, his own pleasure merely a side effect of the act. His face pressed nearly down against the grass, Ben moaned, and knew that there could be no going back after this. Not after going this far, not after bending over and letting Gwen mount him like some prize bitch. It was hard to see himself as anything other than her bitch with a foot of her cock lodged so deeply within him that the head of it tickled his kidneys.

"God you feel so good," Gwen huffed, trying to reign herself in as she fucked him. Her breath was hot on his ear, a humid promise of her finish to come. She wanted to go all in, to slap Ben's ass so hard that it went red, to rut him so hard that his eyes crossed. But this was not the time for that, no, Gwen had to hold back, consciously fighting to keep her thrusts quick, shallow, dirty. But, that only made their little dance all the more intimate. Gwen kept her fingers stuck tight in Ben's mouth, and her lips found his ear as she worked her tool into him. For as quick, as graceless, and as dirty as the act was, it still held an intensity and a passion to it that left both teens breathless. So Gwen held nothing back, doing all that she could to shorten the time it would take until her load went from inside of her balls to stewing deep within Ben's colon. She was in him, on him, enveloping and stretching him, and it was an assault that Ben could hold out against no more.

He came, his moans muffled by Gwen's fingers. His cock, still entirely untouched, jumped hard beneath him. The modest tool bounced, flexing with all of the strength and vigor that it had as Ben had an astounding hands-free orgasm. His fingers dug into the soft earth beneath them, and he heard Gwen let out an amazed little "wow!" as she felt his ass clenching over and over and over again around her. He gushed, cock flinging his sticky little load out into the clothes bunched about his knees. He came, and every continued thrust of Gwen's tool only heightened that pleasure, only pressed more of the aimless spunk from his balls. Every thrust seemed to squish his prostate like a sponge, each thrust wringing more and more sticky mess from within his untouched tool. Whimpering, he fell hard into a haze of lust, sucking hard at Gwen's fingers and squeezing hard around her thrusting length. He had his pleasure, spent it out down into the pants bunched around his knees, his tool untouched, but now he wanted hers. He wanted her mess, wanted to feel that thick mass firing off deep within him. He wanted to feel her seed inside of him, and he hated that he wanted it.

"Oh, wow, WOW! Do that again!" Gwen said softly in Ben's ear, adoring the sensations being pressed into her by his quivering hole. The unbelievably soft flesh of his body squeezed down on her with a force that was absolutely intoxicating. She had been inside of him like this before, but that had only been for a short time at the end of the Benfire incident. Now, well now Gwen was getting a full taste of what he could give her. He seemed to obey, his body almost like loose taffy in her grasp as he rolled down the tail end of his orgasm. He clenched around her weakly, but to the best of his ability in his state, and the effort was very much appreciated. His hole, now more or less warmed to the intense stretching, seemed to glide along her length. The warm confines of his ass seemed almost custom made to fit her, to pleasure her, and the trembling way his body clenched around her helped her climb up, up, up towards her own much needed release.

Gwen's trim hips worked quickly, but her strokes deepened as she came closer and closer to the finish. Her breaths came rough, hard, each thrust accompanied by a little puff of hot breath on Ben's neck or ear. "That's it, squeeze it, just like that," Gwen cooed adoringly, sweat glistening on her neck in the moonlight. Her balls swung low, swung heavy, each so full, so very ripe and overflowing with potent sperm. She could hear her cock squelching as it went in and out of Ben, as it re-arranged his organs to match her shape. Her slim ass moved in an almost circular way, jiggling beneath her dress as she climbed, sprinted for the end of this little bit of clandestine indecency. "That's it, that's it!" Gwen huffed, feeling the now familiar feeling of male orgasm coming over her. Her length, as hard as glass, bloated and hardened further. Each vein along the surface stood in proud relief, and scraped deliciously along Ben's ass as she rutted him. Her breath caught hard in her throat, and Gwen found it hard to even speak as a dreamy fog of obliterating release overtook her mind. Her hips became clumsy, her thrusts hard, and there was a sudden burst of "plap! plap! plap!" from within their hiding spot as her hips met his overly-full ass in a crash of succulent release. Her hips gave a few final, heavy, jerky thrusts that made her body jiggle visibly in the moonlight. Gwen then threw her head back, let her fingers dig into the soft flesh of Ben's ass, and consummated their little tryst in the most primal way she could.

Gwen shivered from head to toe, her breath coming in babbling little half sentences of complete cognitive collapse. Her tool jumped, flexing hard against the soft confines of Ben's body. He felt it too, felt it as he head flared out deep within him, felt it as the first heavy rope of her passion was planted in a place so deep that the light of day could never see it. It felt like magma within him, hot, infinitely heavy, melting him from within with its raw power. Gwen's tool bloated, thick channel filling as heavy gushes of dense sperm rocketed up her shaft. She was on a mission, not only to cum inside of him, but to impregnate him, no matter the mismatch in anatomy. Her body demanded it, demanded that she seed this warm, willing hole as best she could. Gwen's body didn't care that she was lodged in a place unsuitable to that end, she was determined to do it. She held her body tight against his own, held her shuddering frame against him, singing his praises in his ear even as she painted her pleasure out inside of him one cataclysmic gush at a time.

Ben felt it, his cock quickly coming back to full attention as he felt Gwen filling him. Thick, bubbly gushes of her slime flooded him, bloated him with every throb. He felt it, and heard it as her load gurgled into place inside of him. Thick emasculating mess swirled down within him, churned deep down within his body. Her mess, her sperm, filled him, marked him as the definite submissive in their weird little arrangement. There was only one sort of person that willingly let people cum up their ass, and Ben knew then that he was that kind of person. A bitch, bent over and panting, his own mess staining his pants as another humped out their pleasure into him. It stung to be sure, but god did it also feel good. This felt good, having Gwen inside of him, having her treat him like a girl, like her girl, it all felt good even though he knew it shouldn't. He found himself basking in the glow of that moment, committing to memory the feeling of her shaft throbbing within him, the feeling of her heavy balls heaving up against his own as she came and came and made him into her bitch. A dozen shots, two dozen, Gwen seemed for a moment to almost be limitless. Each throb was ounces, a full double-sized shot of her special potent liqueur injected right into his wrong hole. His belly bulged slightly, body filled with far FAR too much viscous lust. Slowly, ever so slowly, Gwen started to taper off. Her heavy spurts came slower, more gently, and her breathing started to slow as she started to come down. She held herself within him, allowing her body to drain every last ounce of her need into his warmth. It took only a scant minute, but every shivering moment was hazy, dreamlike, and oh so very satisfying.

Shaky legs gave out beneath Gwen and she found herself unceremoniously falling backwards as the last dizzy ropes of her load ran quivering up and out of her shaft. Her cock slipped from Ben, almost pulling him back onto her so intense was his grip upon her. Her cock slipped free from him as she fell back onto her ass, and the slick tool almost lazily flung a last heavy rope of seed from the tip. A rope that landed with audible force against Ben's legs, against the grass, and against his now gaping ass. Gwen stared stupidly at the wreck she had made of her cousin's hole. The hole twitched weakly, yawning blackness of it quivering as a lazy trickle of her mess started to drip from him. She watched again as his hole failed to clench closed, and smirked as it looked as if it was trying to wink at her. "Wow," Gwen said breathlessly as her cock slowly started to soften, sung to sleep now by the act all but concluded. It dribbled the last of its mess down onto the cool grass, and Gwen simply sat in stunned satisfaction, a dopey grin on her face as she slowly came to.

Ben's body reeled, almost as if he had been struck by some tremendous blow, as it tried to reconcile with the sudden emptiness within him. Gwen's load, the heavy liter of it, sat so deep inside of him that only a slight trickle of the pearlescent mess trickled out. The night air was cool against his enflamed ass, and he felt for the first time what a breeze felt like on the inside of his colon. Sensitive, dazed, severely overworked, he tried to stand, tried even to get up onto his hands and knees, and found the effort too much. His muscles had been turned to jelly, and he found he could do little more than lay there, gaping ass raised high in the air as he too came down from the high of their debauchery.

This wasn't just good, it was dangerous, and both seemed to realize that fact as they regained themselves. Without a spoken word between them they both knew that this was going happen again, would maybe even happen again that very night. They both knew it.

Gwen slowly got to her feet, her legs feeling like warm jelly beneath her as she stood. She brushed the grass and dirt from her knees. "Come on, Dweeb, on your feet," Gwen said as she helped Ben climb clumsily to a standing position. He quickly pulled up his pants, though the wet stain on the front was more than a bit obvious. "Jeeze, is that all you?" Gwen asked as she lightly touched the damp spot on the front of his pants. It was a huge stain, and painfully obvious even in the moonlight.

"Y-yeah. You uh, you really pushed it out of me," Ben said with a sheepish smile, his face a bit red from the awkward embarrassment of the situation.

"Well, glad to see that I wasn't the only one who liked it. But we can't leave it like that. Grandpa said that suit you're wearing is a family heirloom, right? He'll have kittens if he sees a big crusty jizz stain on the front like that. C'mon. If we're quick we should be able to get those clean before he comes back to the R.V." Gwen said as she took her cousin by the hand and led him quickly away from the slowly fading wedding reception.

In minutes the pair were back at the R.V., and Ben's pants had been quickly tossed into the compact washing machine stowed in the back of the aging camper van. It wasn't long however before the sight of her cousin without pants brought Gwen's tool back to attention. So, as the distant party died down, and as the old washing machine hummed, Gwen indulged in the benefits of their new arrangement. Ben protested as Gwen slid up behind him and tugged down his boxers. "Really? We literally just got finished doing it!" he said in annoyance, but did little to stop her as Gwen bent him over the miniature washing machine.

"I know, and wasn't it spectacular? Let's do it again, while we have the van to ourselves," Gwen said, not bothering to even wait for a response from Ben. The girl again hiked up her dress and let it rest over Ben's hips, lined up the tip of her tool with his still sore and slightly gaping entrance, and pressed herself inside of him. Ben whimpered as he felt his hole send a jolt of pain up through him as Gwen slid into him. His body had just started to recover, and here he was letting Gwen stretch him out once again. The rusty old washing machine set a steady rhythm for the pair as it clunked and whirred. A beat that carried Gwen's agile hips against Ben's deliciously jiggly rear again and again as the pair once again started to dance.

Chapter 4: Adaptation

Chapter Text

Content warning. This chapter contains some light urethral sounding/urethral play

The summer sun was merciless as it raged down at the hard-packed clay of the flat valley interior. Heat that would have been searing under any circumstance was made doubly so, reflecting up from the earth back at the sorry little group that trekked across the valley. Gwen felt sweat rolling in fat, salty beads down her forehead, soaking into her clothing just a touch faster than evaporation could whisk it away. The sweat made her shirt cling tight to her trim torso like plastic wrap on a cut of beef, highlighting her perky breasts and svelte physique through the sheer white fabric. The redheaded girl, her complexion unfit for such a hot and sunbaked environment, found her fair skin already burning in the sun, reddening her face and the back of her neck to almost match the hue of her hair. Sweat stung her eyes, made it hard to see the path before her, but with her hands bound tight behind her back, there was little she could do to clear her vision. The armored man in front of her tugged her along by a thick cord. The goon, clad in shining medieval armor that could not have been comfortable in the sweltering summer heat, walked with a few of his likewise clad companions. A nefarious group that the Tennyson family had bested before, a group bent on acquiring artifacts magical and technological in order to further their evil goals. The group, much to Gwen's annoyance, had grabbed her at a nearby rest stop. They'd laid in wait, snatching her by surprise as she exited the rest stop bathroom and had tied her hands before she had had a chance to fight back.

"Just a bit further, whelp. We'll stop for a rest by that stand of trees up ahead," The man who pulled her along said, his voice oddly muffled by the helmet he wore. Despite the helmet, she could hear just how exhausted he was, and knew that the inside of that armor must feel like an oven in the oppressive heat.

"Why am I even here? You goobers haven't even told me what you want!" Gwen said angrily, flipping a sweat-soaked lock of ginger hair from her eyes with a flip of her head.

"Ha! You expect us to believe that? We come searching for the Eye of Archimedes and you Tennysons just happen to be in the same area? No. Not this time. We won't let your family interfere again. You, whelp, are insurance. We'll keep you prisoner so that Max keeps his nose out of our business," the knight in front of her said as they reached the stand of trees. He tied her lead to a nearby tree before he and his companions eagerly made their way to a small stream that trickled through the shaded little spot. They scooped up handfuls of the cold water and poured it over their overheated frames as Gwen looked on in open envy.

The girl wasn't allowed to cogitate on her unfortunate situation for long, as moments after the knight had left her side she spied a small, familiar figure creep out from beneath a nearby stone. "Ben!" Gwen said, her voice soft but filled with excitement as she watched the familiar, six-inch tall form of Grey Matter scamper over to her. Familiar, but distinctly different. She thought for a moment that this might be some other Galvan before noticing the facet of the Omnitrix on Ben's small back. Ben's form was changed noticeably. His head was less bulbous around the eyes, more rounded and triangular. His body too was off, more heavy in the hips, the thighs ... and were those tiny breasts on his amphibian frame? It was hard to tell. He reminded Gwen, even down to the skintight suit he wore, of an Olympic gymnast or volleyball player. Fit, with a focus on his powerful hips and thighs. "Ben ... are you, you look different," Gwen said as her cousin in diminutive alien guise hopped up onto her thigh.

"I know. I noticed it too. The Omnitrix made me female, I think, for whatever reason. Unimportant right now. Lives in danger, time a factor, so let's get you free from those ropes," Ben said, his voice high, trilling, and decidedly rather cute. The little grey alien crawled over Gwen's body to where her hands were tied behind her back. The rush of analytical knowledge that Ben gained whenever he turned into Grey Matter was akin to a permanent eureka moment. The tiny alien mind, with an I.Q. well above 250, was able to quickly draw conclusions and solve problems that would have taken the normal Ben hours. Still, as he stared at the expertly tied bindings that held Gwen's hands in place, he could think of no better solution than the most basic. He was small, weak, but his teeth were sharp. Ben chewed at the nylon ropes, teeth tearing through the fibers one tiny nip at a time. It was only at the halfway point of the first rope that he realized the plan was fruitless. The ropes that bound Gwen had steel cords running through the center. He could bite through the nylon, but his small teeth were no match for woven steel.

"Small problem. Turns out that these guys actually bought some good rope. Steel core. We're going to have to untie you the old-fashioned way," Ben said, standing again on Gwen's leg as he looked up at his towering, overheated, and very sweaty cousin.

"No time! Looks like they're done cooling off and headed this way. You gotta hide!" Gwen hissed, motioning with her head towards the group of knights now drying themselves off by the side of the stream. Not thirty feet away, they'd see Ben for sure if he remained out in the open.

It was with a sudden spark of brilliance that Ben realized that the perfect hiding spot for him was dangling right there in front of him. Gwen stifled a surprised squeak as her cousin, six inches tall and a bit slimy to the touch, hopped onto her lap and started to wriggle his way past her belt. She watched as the proportionally thick legs and hips he sported slipped past her belt, and suppressed a shiver as she felt his wriggling mass shift down into her already overstuffed panties. "Ben, Hello! What the heck are you doin-" Gwen hissed, though she was interrupted as one of the knights approached. It hit her a moment later, the odd brilliance of Ben's move. Her glamour, the spell she had cast to hide her ever hefty cock bulge, would likely extend to anything in close proximity to her bulge as well. Not an illusion, not really, it simply made it so that her masculine incongruity was magically ignored by anyone who looked at it. They saw it, but their minds didn't register that anything whatsoever was amiss. Now Ben was using that spell as a cover for his own small mass, and Gwen could only hope that his impromptu plan worked out.

"Come on, whelp. We have miles yet to go," the lead knight said as he again picked up her lead and tugged her forward.

"What, no water for me? If I collapse then you idiots are going to have to carry me," Gwen spat petulantly, trying to suppress the tickle she felt as Ben nestled in snug beneath her sodden and soggy balls.

"Ugh, fine. Take your drink. But hold your lip or I'll split it," he said dangerously before holding a fat waterskin to Gwen's lips. Gwen glowered, but drank deep of the cool water nonetheless. She wasn't sure how far the rest of the march was, and she'd need her strength to fight if Ben managed to get her hands free. If anyone around could have seen it, the bulge hanging from Gwen's hip was frankly cartoonish in size. She had gotten good at keeping the beast between her legs neatly tucked into a reasonable package, though her bulge was always noticeable. Now though, weighed down with the considerable mass of Ben's six-inch tall form, it was heavy enough that it threw off her step. The heavy thing wobbled with each step, fully as big and as weighty as an overgrown summer squash. Yet, as the group got underway, it seemed that Ben's plan was playing out well and none of the mooks seemed to notice anything amiss, but Gwen didn't envy the sweaty ride beneath her swampy nuts that Ben had chosen.

Ben, though he would never admit it to Gwen, actually found himself rather enjoying his sweaty hiding spot. It was hot, dark, humid, cloying, reeking of Gwen's confusingly nice stink, and oddly wonderful. His analytical Galvan mind mused that the humid, swampy space must be akin to the homeworld of this species. The heat, the humidity, the surrounding scents all seemed right to his little amphibian mind. He relaxed, enjoying the swaying of his hiding spot and the weight of Gwen's heavy balls as they pressed down on his diminutive form. He reached up and hugged the heavy nuts, each bigger than his head, and nuzzled his face between them. Sweat poured from Gwen, rolling down from her head, over her chest, her belly, to pool in a salty quagmire between her legs. And though she showered daily, the scent of her body was nonetheless potent. A sharp scent, unique to her, especially for her mixture of male and female anatomy. Here, especially against her heavy balls, Ben couldn't help but note how thick her sweat was with pheromones. Her scent, concentrated in the extreme, covered him in a blanket of hazy pheromones, and he realized that he could taste her on his skin. "Tastebuds embedded in my skin. Interesting adaptation. Must remember for later," he thought, not knowing in that moment that his amphibian body was taking in Gwen's essence through his every pore. It soaked into him, magically infused human sex pheromones interacting oddly but predictably with his alien physique. He found his mind turning implacably towards ever more lurid thoughts, and a somewhat familiar feeling welled up strong between his plump amphibian thighs.

Gwen stifled a little shiver that ran down her spine as she felt her cousin start to move in his musky hiding spot. He had sat still for a mile, maybe a bit more, but now she could feel him moving. Little arms squeezed at her, she felt him pressing his soft form against her, and ... was he kissing her? It was hard to tell, but it felt like his little mouth was making little sucking movements against the sensitive skin of her balls. Then she felt him licking, the sensation of his slimy tongue sliding across her taint more than enough to make her hitch her steps awkwardly. She wanted to hiss at him, wanted to make some sort of signal for him to stop, but there was nothing she could do that wouldn't be noticed by her nearby captors. She only hoped that her glamour spell could keep up as she felt her tool inevitably begin to rise at the tender, teasing affections he poured onto her flesh.

Ben hardly noticed it as Gwen's tool started to bloat beneath him. It was as a beast, huge and primordial, rising up out of the confines of its swampy hibernation. His course of affectionate kisses had led him from beneath her balls to the base of her shaft. The heavy, pale trunk of flesh beneath him thickened in response to his touch, and he found himself wrapping his strong little arms and legs around the tool as it straightened. Veins thicker than his wrist pulsed vivaciously beneath him, and Ben found himself in awe of the strength of that organ. The thing rose with almost purposeful, ponderously slow movements, fighting against Gwen's pants and the added weight of Ben's body for every inch. The power of the tool could not be denied by so paltry a weight and it grew in eager spurts, fueled by the clinging grip of the six-inch alien wrapped around its veiny girth.

It was only as the trunk to which he clung crested over the top of Gwen's pants that Ben was somewhat shaken from his fixated arousal. Fresh air wafted over him, and seemed to clear his arousal-clogged brain a bit. He remembered where he was, and realized that in stimulating Gwen he had actually been very foolish. Gwen's tool rose, and soon almost his entire body was wobbling atop the pole, fully outside of his previous sweaty hiding spot. Gwen glared down at him, but that was the least of Ben's problems. It seemed that the pair had found the limit of Gwen's glamour spell, and both of them were set firmly in the sights of the nearby knight, who seemed stunned momentarily by the strange sight before him. "It's the frog!" the armored man yelled, apparently remembering Ben's Galvan form from the first time the group had come up against the Tennyson family. He reached a hand down to unsheathe his sword, but not before Ben leaped into action.

Ben jumped from Gwen's cock with a force that left the organ wobbling from side to side like a reed in a gale. He landed against the bucket helmet of the closest knight with a meaty "thunk!" sound and used his surprisingly strong body to turn the man's helmet around, blinding him. "RUN!" Ben shouted, though the word wasn't needed as he saw Gwen already making a break for it. For better or worse, it was time for action. In three bounds Ben had caught up with his cousin and landed on her bound hands behind her back. He tugged at the knotted cords desperately, though Gwen's awkward gait, hampered by her bound hands, wasn't making things any easier. Ben tugged, but the knots were sound, and tied too tightly for his small hands.

"BEN! They're gaining on us!" Gwen yelled squeaking in instinctive alarm as a bolt from a handheld crossbow landed not half a meter from where she had been a moment prior. Ben saw, and though the knights were slowed a bit by their armor, they were still a fair bit faster than Gwen, hampered and exhausted as she was.

"I know I just need a lever, or something to cut, or ... " Ben's mind again flashed in brilliance. He was acting on the idea almost before he had fully formed it. Ben climbed around Gwen's trim middle, using his sticky hands to cling to her slick skin almost like magic. He found her dick, softening now under Gwen's duress, but still hard enough to peek out above her belt line. Ben grabbed the meaty length with both hands and pressed on the channel of Gwen's urethra until a heavy dollop of her pre slid lazy from the pink tip.

"Ben! Is now really the time for that!?" Gwen shrieked as yet another crossbow bolt whizzed by her head before landing hard in the packed dirt of the ancient lakebed.

"Trust me, your stupid dick is gonna save the day," Ben said, taking a moment to scoop another fat dollop of her pre into his outstretched hand before returning to the ropes that bound Gwen's hands. It was messy, sloppy work, but Ben quickly smeared the silky pre into the knots that bound Gwen's wrists. He tugged then, working quickly before the natural lube could dry out. He tugged with all of his diminutive strength, and let loose a whoop of triumph as the knot came free. Ben fell hard to the ground, but looked up just in time to see Gwen raise a magic shield that deflected the next incoming crossbow bolt. Her hands, red and raw around her wrists, were glowing with potent magic, and Ben couldn't help but grin proudly.

"Alright you jerks! You like tying people up? well let's see how you like it!" Gwen said with a snarl. The lithe girl raised her hands high, incanting the words of a spell she had practiced many times before. Seeds, long dormant beneath the bed of the ancient lake, bloomed to life in an instant under her spell. Long, creeping vines grew at impossible speeds, winding first about the legs of the astounded knights. The last time the group had met the Tennysons, Gwen had simply been an ordinary girl. Now, well now she was a sorceress, amateur but powerful. The trio hacked wildly at the plants that grew at their ankles, but it was as fruitless as attacking a hedgerow with a butter knife. In moments they were trapped in place, grown into a mass of thorny vines as wide and as tall as a doublewide trailer.

"You uh, you think that they'll be alright?" Ben asked as he hopped in a single graceful bound up onto Gwen's slender shoulder and perched there like a particularly thigh-heavy gargoyle.

"They'll be fine until we can send the cops this way. Look, the vines are even growing over them and shading them from the sun," Gwen said with a chuckle as she watched the three anachronistically-clad goons get swallowed up in her mass of summoned plants.

It was then that the pair heard the familiar beeping that signaled the end of Ben's transformation. Beep, beep, beep, and suddenly the scant ounces of Ben's form on Gwen's shoulder became a hundred times heavier. The pair found themselves clumsily falling to the ground in a cloud of slowly settling dust. But, as Gwen slowly wiped the dust from her sweat-caked eyes, she realized that something about Ben was still off. Ben was human again, and looked more or less like himself, but as the boy stood up, Gwen realized what was different. The boy wasn't so much of a boy anymore.

"Ben, you're ... " Gwen said, not sure just what to say or even if she should believe her stinging eyes.

"I'm what?" Ben asked as he stood and brushed the dirt from his pants. This simple action was enough to knock the baggy garments from his frame. His baggy pants, which had always fit just well enough that he had never needed a belt, suddenly fell in a heap to his ankles. His pants fell, and both of them got a shocking look at the fact that Ben no longer had a cock. Instead, there, between his now supple, shapely thighs, was a small, hairy, pert little pussy. Both of them stared at it wordlessly, mouths agape. The moment was as heavy as the sun that still beat down on their heads. Ben had a pussy, plainly seen in the scouring light of the desert sun.

"I blame you for this!" Ben said in a low hiss that spoke more to annoyed anger than disbelief or incredulity. He could believe it, weirder things had certainly happened to him before, but he obviously didn't like it. He tugged at his pants, having to bunch the waist about his middle with one hand to keep them from falling down around his now slimmer body. Though hidden somewhat by his baggy clothes, Gwen could see that her cousin now sported a tapered waist, a perky ass, and small, almost budding breasts that could hardly be called breasts at all. Slim, boyish in the extreme, but a female through and through.

"Me!? When did I do this!?" Gwen asked incredulously, gesturing with both hands at Ben's evidently androgynous form. He was slimmer, his shoulders more petite, and there was a certain elfin frailty to his face that hadn't been there before. Feminine, but not so far removed from what he had been before that it was altogether obvious. He still looked like Ben ... just a bit more girly. More womanly in the shoulders and especially in the thighs and perky butt he sported.

"Grey Matter thought of it first, when I transformed into him, but ended up as a her. 'Gotta be Gwen's magic, that's the only explanation' I thought," Ben said, trying to find a way to keep his pants up and gesture angrily at Gwen at the same time.

"Here. Take my belt," Gwen said as she came close. She slipped off her belt and watched as Ben looped it through the holes of his now doubly baggy pants. "Look, what you say does make sense. This does seem like something magic would do, but I haven't cast anything like that on you! In fact, you haven't really allowed me to cast anything on you all summer!" Gwen said as she looked her cousin over as she mulled over the sudden and unexpected change. The pair wasn't given much time to bicker, however, as a tremendous explosion resounded like a cannon shot in the distance. They felt the force of the explosion first in the ground, only afterwards feeling the force of the sound in the air as it blasted past. A bomb, or something akin to one, had gone off in the distance and the pair saw black smoke rising from the direction of the visitor center, from the direction where their R.V. was parked. "Look, we can figure this out later. You can still fight, right? So let's go," Gwen said, ignoring the wobbly feeling in her legs as they backtracked towards the sound of the commotion.

By the time that the Tennyson family had made it back to their camper van, after the defeat of the knights, Gwen found herself exhausted to the point of aching. Bruised, sunburnt, dehydrated, she sank into the uncomfortable cushions by the dining table and took heavy swallows of cool water from a large-mouthed hiking bottle that had been chilling in the fridge. Her clothes felt dense on her skin, bogged down like oilcloth by the caked-on sweat and dust of the day. The cool water almost hurt as it went down, but she felt it cool her overheated core almost immediately. Sweet anodyne for the tribulations of the day that she swallowed in eager, noisy gulps.

"Hey, don't hog all of it!" Ben complained as he sat rudely next to Gwen and snatched the bottle from her hands before it was half empty. Gwen, ever ready with an insult, held her tongue in that instant. She had had a bad day, but Ben had had it a bit worse. She could forgive some grumpiness on his part now that his voice was half an octave higher than it had been at the start of the day. She wasn't sure how they were going to break that doozie of a bomb to their grandpa, though thankfully he hadn't seemed to notice the change in Ben just yet.

"Thank goodness you kids showed up when you did. I'm a handy guy with a propane tank, but even my homemade bombs didn't seem to deter those knights very much. You two showed up just in time," their grandpa Max said from his spot at the front of the camper. He turned on the rusted machine, and they all felt it as the rumble of the aging engine thrummed up through the floor of the mobile home. "but, thanks to the two of you those kooks are off to jail. Still, I'd like to put a few miles between us and this place before we bed down for the night. Who knows how many more of them are lurking around."

The camper started to roll out of the parking lot, and for the first time that day Gwen felt herself relax a bit. She leaned against her cousin on the seat next to her and let out a breathe she had been holding since breakfast. "What the heck were they even there for? Some kind of artifact or something, right? I wasn't really paying attention, just kicking bad guy butt!" Ben asked, lowering the pitch of his voice halfway through his sentence as he realized that his new naturally feminine tenor might make their grandpa suspicious.

"Oh, they were there for this. Catch!" their grandpa said, leaning back in his seat before casting something in a lazy, underhanded throw back at the two teens. Gwen caught the little thing with a casual spell and brought it closer so that she and Ben could look at it. It was a loop of ruddy red stone, roughly shaped in the form of an eye. In the middle was set some polished blue glass, and Gwen could see gold inlays, almost microscopically small, all around the glass iris of the piece. "I think they called it the ... what was it, oh! The Eye of Archimedes! No idea what it does, but I'm glad that they didn't end up getting their greasy gauntlets on it."

Gwen took the polished piece in her hand, feeling the weight of it, before bringing the piece in a natural motion up to her eye. Then, almost immediately, she let out a small gasp. Through the archaic lens she could see that the camper was lined with crude glyphs, and smudged with magical residue. Things normally invisible to the naked eye, this lens had the power to reveal it. Gwen saw the spell that she had cast on the windows to help them repel daytime heat, saw the quieting spell that she had cast on the creaky bathroom door. All of the little spells she had cast all around the R.V. to help her hone her magical skills were laid out plain. Then, like an artist looking back on past works once so proud, now clumsy seeming, she grimaced a bit at how crude her spellcraft had been even a few months prior.

"Hey, let me see!" Ben snapped as he snatched the stone from Gwen and peered about the cabin.

"Rude! It's really interesting though. It seems like that stone lets you plainly view magic spells! Look, there's the temporal one I cast on the microwave to make it cook at double speed!" Gwen said proudly, directing Ben to appreciate her handiwork. Ben looked around the room curiously for a moment, but his wandering view came to rest on the girl next to him.

"Yeah, and what's this one that you cast on yourself, huh? That the dick spell?" Ben asked tauntingly, pointing with one finger to the space just beneath Gwen's bellybutton.

"What, no, that one was a different sort, not a glyph spell. Once it's cast, well the residual magical signature should be scant. You're probably looking at my glamour," Gwen said quietly, almost whispering to Ben as she pried the stone from his fingers and again brought it to her eye. She looked, and much to her chagrin, she saw that Ben was right. There, printed in nice, neat, glowing letters was a spell, emblazoned at the spot right above the root of her dick. It wasn't her glamour spell. That one was small, and neatly inscribed just on the inside of her left thigh, part of her morning ritual. This other spell was big, about a hand span in size. Then, all at once, Gwen realized what had happened, and realized that Ben was again right. The reason that he had become a girl was because of her, because of the spell that she had almost accidentally cast on herself. The girl paled a bit, swallowing hard as she realized that she'd have to admit this to him. It was only right, though she hated giving him the smug satisfaction of it. "Ben, I know why you turned into a girl," Gwen said softly, her voice so low that Ben had to lean in to hear her.

It took a few minutes of explaining to properly convey just what had happened, how one of her attempts at ridding herself of her cock had inadvertently bestowed Ben with unwanted womanhood. Gwen had to go over her understanding of basic spellcraft, her branching attempts at fixing her altered anatomy, and Ben seemed to take it all in stride. Though, the look on his newly androgynous and oddly pretty face was hard for her to read. "So, I think that's what happened. I tried to make a glyph that would turn my penis into a vagina, but ended up turning my penis into a tool that makes vaginas. A grammatical mistake really. Every time I came, that magic went to work ... and ... " Gwen said, her voice high, shameful, and dripping in honest apology.

Ben let out a low groan and threw his head back. Ever since the wedding a few weeks back, well he and Gwen hadn't exactly been shy with one another. It had been fun playing around with her, and they had played around in one way or another almost every night since then. Something about getting dirty with Gwen hit his buttons, and he found her almost addicting in a taboo way. Every time she came on his face, or busted a nut in his ass, or dumped her steaming sperm all over his back, he was getting basted in literal feminization juice. Every single time they fooled around had made him a touch more girly, until the little ride in Gwen's panties that afternoon, basting his whole body in her ball sweat, had tipped his scales just enough, and he had come out the other side without his manhood. He wasn't quite sure how to feel in that moment, but knew that he was far from happy. He fixed Gwen with a withering glare that seemed to grow more fuming and angry with each passing moment.

"Before you get too mad, just hear me out. Reversing what was done to you should be a simple fix! I'll just change one word of the glyph. Change the word for vagina for the one for penis. Then, we'll just fool around some more, and voila! Ben gets to be a boy again!" Gwen said, though even she knew that her offer sounded half baked. The principle was sound, and should work, but she knew enough of magic now to know that things almost never worked the way that they were supposed to. Magic didn't always want to go in reverse, and there wasn't always a way to force it to do so, at least not at her level of experience.

"No." Ben said with a stony conviction that was a bit unexpected. Gwen was a bit taken aback at the curt refusal, but said nothing. This was actually her fault and Ben was allowed to feel any way he wanted to feel. "I'm not going to be your guinea pig, your little magic lab monkey. I don't want you casting anything on me until you manage to get rid of your own fat mistake," Ben said, the surliness of his feelings dampened a bit by just how cute his voice was now. Even so, Gwen felt herself bristle at his remark.

"Oh, you mean the mistake I cast to save your ass when YOU screwed up and transformed into a super-powered cock addict?" Gwen said, her voice low and serious. The pair fumed at one another for a moment, green eyes locking in a glare that was only broken when their grandpa intervened from his spot at the from of the van.

"Everything alright back there?" he asked, watching the stare down through his rear-view mirror.

"It's fine, we just can't agree on what movie we want to watch," Gwen lied immediately. It was a convenient lie, as her laptop was ready and waiting on the table in front of them. She flipped up the screen and turned to Ben with a serious look on her pretty face. "Look, Dweeb, I'm just trying my best here. It's not like there's anyone I can ask about all this. I have one little book, half of which I still can't read, and the only other people we've met who do this kind of magic want to kill us. Experimentation is all I got. But ... I understand. I'm sorry you got turned into a girl. I never meant for that to happen, and I'll do everything I can to fix it, alright?" Gwen asked, her face bathed in the glow of her laptop as it thrummed to life before them. "and look, if you're going to be staying as a girl then you'll need to know some basic stuff. I can teach you all of that," Gwen offered, trying to be helpful, to extend a bit of an olive branch to her sullen cousin though she knew the gesture was paltry. She opened up her movies folder, and picked one at random. The noise from the speakers would help to mask their conversation from their grandpa.

"What's there to know? Sit down to pee? I've had a pussy before, as you know. It's not a big deal," Ben said almost petulantly with a roll of his eyes that was just petty enough that it made Gwen's blood boil.

"Yeah, for like an hour. You might be stuck with this one for while, so you're going to have to learn to take care of it," Gwen hissed as she scooted close to Ben so that both of their faces could be hidden by the wide screen of the computer. Close enough that she could tell that his scent was different now. As sweaty and dust-caked as he was, there was a distinct softness to his smell now. Something rich, almost buttery. To Gwen, he smelled good, worryingly good.

"I don't need a biology lesson, especially from some know-it-all who thinks that she's smarter than she really is," Ben hissed back, his tone just petulant enough, just annoying enough that it made Gwen seethe. Gwen didn't think, but simply acted on the anger that Ben drew from her with his every word. She snaked her arm around his back, holding him close before her lithe hand came down firm on the crotch of his pants. Ben let out a tiny whimper as he felt Gwen's hand come down on his freshly made womanhood. He tried to squirm from her grip, but it was a halfhearted struggle.

"Yeah? I suppose you know how to keep it clean? How to prevent yeast infections? How to wipe? Don't be an idiot, you don't know the first thing about a woman's body," Gwen growled, her hand rubbing slow but hard at his mound through his oversized pants. her intent had simply been to grab his attention through the funk of obstinance he wore, but the whimper even her muffled touch drew from his lips set off delightful bells in Gwen's mind. He had such a cute voice now, and she found that she wanted to hear more of it. Gwen rubbed at him, egged on as Ben glared at her but did nothing to pry her hand away from between his soft legs.

"S-so give me a pamphlet or something," Ben retorted, though his words were weak, feeble almost as his thighs squirmed plush against Gwen's grasp.

His resistance, as token as it seemed, still served to spur Gwen on. The girl's hand slipped suddenly past Ben's belt, past the belt that she had given him earlier to help hold up his pants on his smaller frame. Deft fingers slipped past his pants and came to almost gently cup at the puffy mound of his new pussy. Separated now only by the thin fabric of Ben's underwear, Gwen rubbed, drinking in Ben's reaction at her renewed assault. "Don't be stupid, Dweeb. I'm offering to give you a gift here. You might be stuck with a pussy for a while, but I can show you how to make it sing. Sure, you could clumsily mess around, maybe figure out how to knuckle an orgasm or two out of yourself, but I can show you what your body is really capable of," Gwen said, her voice a hoarse whisper in Ben's ear as her fingers danced little circles around his mound. Her words were a promise, a threat, both and neither at the same time.

"Yeah, like you're some expert ... " he huffed, though the hitch in his voice told Gwen everything that she needed to know about the effect her hand was having on him. She rubbed harder, drinking in the way his breath caught as her finger pressed against his soft lips.

"Name someone you know who knows more, and can teach you," Gwen said simply, knowing that he had no answer. She was the only person in his life that could help shed a little light on his predicament, and he knew it.

Ben hated himself for it, but couldn't help it as his hips melted slowly against Gwen's touch. "How does she always have this effect on me!?" he thought, face red in frustration, arousal, and embarrassment as Gwen almost lazily pawed at him. She was just doing little circles around his new sex, but he found himself tantalized by the clumsy touch. It was as an appetizer, though he was loathe to admit the hunger it awoke within him. Ben was, of course, no stranger to having a female sex. He had turned into Benfire a few times now, and so knew full well what it was like to be a woman ... though Benfire was an alien, and though her body was built much the same as a human, there were fundamental differences. A human pussy, with all of the frailty and sensitivity of human flesh, was new to him, and it scared him. Gwen's touch was firm, welcoming almost, but that scared him too. Her touch seemed to stir up a cloud of uncertainty in his mind. The growing arousal she drew from him with every little circle of her fingers made his mind dim, made his lust seem more important than his anger, his objections, or even his nervousness. "Gwen, stop," he said quietly, finally moving a hand to try and pry Gwen's fingers from between his legs.

"Why? Doesn't it feel good?" she laughed lightly, her voice lilting in a teasing song.

"Th-that's not the point! Grandpa's right there!" Ben answered, his voice a hair above the barest whisper. Already they had been risking discovery, and their little act had only just begun. One stray moan, and their whole act could be undone and they'd be having a VERY awkward conversation with their grandpa.

"That is actually a good point. Alright then, tonight. I can cast the muffling spell on my bed like I usually do, and we can get loud if you want," Gwen said, her hand slipping from Ben's pants, almost reluctant in how languid her movement was.

Ben felt a withering little whine of disappointment eke from his throat as Gwen's hand left his pants. As much as he hated to admit it, he wanted her to continue her molestation. Her touch, for as much shame and mixed regret it brought up in his mind, was soft and wonderful. Part of him wanted that touch, and he saw by the throbbing tent that Gwen was proudly sporting that she wanted that too. Then, as it had happened a number of times that day, Ben had an idea. Maybe there was a way to keep fooling around right under their grandpa's nose, a way to slip under his notice. Ben didn't even bother consulting Gwen, he simply acted. He turned his watch until the diagram on the front showed a familiar, bulbous-headed silhouette, and let his hand fall. In a flash Ben was gone, and in his place stood a tiny alien no more than six inches tall with shiny gray skin and oddly supple thighs.

"Ben! That better not have been you transforming. You know the rules about using your watch in the van without permission," Grandpa Max said gravely from the driver seat.

"Sorry, Grandpa! I just ... well Gwen's laptop is acting up, and I think I can fix it as Grey Matter," Ben lied, his voice high and cute and just a bit warbly.

Grandpa Max grumbled, but kept his attention on the road ahead, deciding that it wasn't worth it to bicker with Ben over something so small. He flicked on the radio on the dashboard, and slightly staticky country music started to softly play at the front of the mobile home. Ben smiled at that, knowing that more noise would make what he had planned easier to get away with.

"Hey, what's the deal?" Gwen asked curiously, peering down now at Ben on the seat next to her.

Ben said nothing at first, simply deigning to hop up onto Gwen's lap. He perched there, and used one sticky hand to gently pull open the band of her tight capri pants. "I was just thinking, that maybe we'd pick up where we left off earlier, y'know?" Ben said as he rather casually started to slide his tiny form past the tight band of Gwen's pants and down into the inviting warmth of her underwear.

"What about Grandpa?" Gwen asked, her tone betraying that she wasn't entirely against this course of action.

"I guess you'll just have to keep quiet. Good thing you were always the one with the better sense of self control," Ben said playfully, before sliding his flexible form down fully into Gwen's pants. He slid down past her belt, and was instantly bathed in dark, in humidity, and in that wonderful girly dick stink! Something about her mix of feminine and masculine scents, combined with his form that could taste and smell through its skin, made the experience almost dreamlike for Ben. He nestled down into Gwen's underwear, and again found himself hugging a pair of nuts fully as large as his entire body. He basked there for some long moments, almost humming in abject pleasure as his body drank in the sensations of the act. Sweat, loaded heavy with Gwen's pheromones, soaked into his body, and again he felt that odd, consuming arousal take his mind. He found himself chirping, almost purring like a cat in warm pleasure, not knowing that he was instinctively performing a soft Galvan mating call. He almost vibrated as he let himself sink into a warm fog of arousal. His wits weren't dampened, simply shifted from logical deduction to consuming instinct.

Gwen, for her part, found that she was the one left squirming. The feeling of Ben's six inch tall form wriggling in her underwear was odd. Feeling such small arms against her balls, such small lips placing little kisses on the base of her cock, was a feeling she never expected to have. It didn't feel bad per se, but it left her feeling almost itchy, wishing, pining for more. Thankfully, her cousin was not long in granting that wish. Ben suckled at the salty flesh of Gwen's balls as he slowly moved his way up her shaft. Dextrous hands, evolved to stick tight to even moss-slicked surfaces, ensured that his hands and feet did not slip even the slightest bit as he worked his way up her shaft. Gwen's tool, her towering, veiny, throbbing shaft of warmth was fully twice as long as Ben was tall. So, his act of dutiful worship as he placed loving little kisses and licks along the surface seemed almost purposefully slow to Gwen's perception. Still, Gwen could do little but allow Ben his course. This was, afterall, a clandestine sort of interaction. The girl leaned forward, sure to hide the squirming action in her pants beneath the cheap top of the dining table. From her position, her grandpa wouldn't be able to see much if any of her body from the driver's seat. Gwen knew that she just had to keep quiet and their act would remain unnoticed. She slid sideways a bit, and leaned in so that her face was but a few inches from the screen on her laptop. The scene on screen showed a fantastic car chase that set up the entirety of the movie to come, but Gwen saw none of it. Her eyes lay closed, and she concentrated on the feeling of Ben's small form ever so slowly climbing up along her throbbing manhood.

As Ben climbed up from Gwen's heavy balls, his body naturally assumed a clasping, encircling sort of grip. His arms reached around Gwen's shaft, and his feet found footholds among the soft veins and wrinkles of her tool. Like a koala clasped tight to a thick branch of eucalyptus, he gripped Gwen's flesh in a tight, natural sort of grip. He wasn't sure why, but he knew that he wanted to climb up to the top of the throbbing piece. Still, the relatively flexible and loose skin that adorned the iron-hard core of Gwen's tool made direct climbing a bit challenging. Try as he might, Ben found that he could only just shuffle his way up the thick tool. He tugged his hips up as he climbed, and the petite amphibian pussy between his legs slid smooth against the comparatively rough skin of the shaft beneath. A tingle, a promise, he performed the action again, grinding his little mound against the front of Gwen's cock, and smiled at the sharp and pleasurable feeling the action drew from his body. His erudite mind reveled in the act, enjoying the pure carnality of direct sexual stimulation. He found himself awkwardly peeling out of the skin-tight suit that clad his amphibian frame, resuming his climb only when he felt his bare alien pussy pressed tight to the intoxicating, throbbing warmth of Gwen's pillar.

As the moments turned to minutes, Gwen found herself biting her lip as she stifled a groan. Mixed pleasure and frustration both muddled about within her at the almost ticklish act. Ben was eager, that much was more than obvious as he humped his way up her cock, but his little body was hardly large enough to do more than tease Gwen's tool. His hands were deft, and the sensation she felt as those sticky pads tugged at her was delicious, but he was simply too small. Not enough of her length was being touched, and so she felt tortured. With her brow furrowed, Gwen looked down and watched as Ben crept his way with lazy lust up and out of the confines of her pants. His large, rectangular irises were dilated, and the expression on his weird but cute face was one of dopey enthusiasm. "At least He's having fun," Gwen mused as she watched her froggy little cousin gyrate his hips up along her tool. She was happy that he was enjoying himself, hoping that some sexual release might make up for some of the misfortunes that the day had dropped on him. Thick droplets of pre rolled from her tip and down the gentle curve of her shaft as she found herself more and more and more ready for a start to her pleasure.

Soon Ben had climbed the wrinkled tool, and stood perched at the top like a lumberjack that had climbed to the peak of a towering pine. Ben sat, both hands clasped about the bulbous, shiny, pink tip of Gwen's cock just under her foreskin, and he simply swayed along with the powerful pulsing and throbbing of the tool. "Well, what now?" Gwen asked softly as she watched Ben sway. Her tool was strong enough to carry his weight, but the added bulk certainly made the thick trunk wobble more heavily. She was curious as to what he had planned, but eager to see this little act move forward.

Ben, for his part, was unsure as to what he intended. His mind had beckoned him to reach the tip, but now that he was here he wasn't sure what his intention had been. Unbeknownst to either of them, Gwen's pheromones had set off his Galvan mating instincts. Every neuron of his vast intellect was bent, forcefully, to the act of mating. Gwen's tool, its powerful scent, its intoxicating feel, was simply too much for his mind to handle. Overstimulation of the region of his mind that controlled sexual urges left his intellect bent towards the goal of mating. Yet, properly mating with the cock fully twice his size was simply an impossibility. Ben said nothing, but simply opened his mouth wide. He almost made a show of it as he brought his face down against the rounded tip of Gwen's cock, clamped his lips tight around her slim cock slit.

Gwen let out a little laugh as she watched Ben try to suck her cock. His mouth was big for his size, but even so, the act of taking her cockhead into his mouth was akin to a human taking a whole canteloupe into their mouth. His thin lips lay plush against her shiny tip, and she felt him sucking needfully at her tip. He swallowed down the pre that flowed from her tool, gulping down the clear slime in eager, thirsty mouthfuls. It was almost cute in a debauched sort of way. Then, Gwen's deep green eyes went wide as she felt Ben's long, limber, prehensile tongue come out to play. She felt it as he circled the slimy tool around the oval rim of her cock slit once, twice, and then plunged the long flesh down into her body.

Gwen bit her lip, and felt her eyes unfocus at the sudden, unexpected, and frankly disgusting bit of penetration. "Ben!" she whispered, her voice low, urgent, and tinged with just a hint of pain. The sensation that pushed into her was ... strange. It was a pressure, inside and out, as Ben's long tongue plumbed the inner side of her cock. The tongue, though soft and flexible to an extreme, nonetheless felt rough and rigid within Gwen's slit. She seemed to feel every little bump along that thin organ as it slid first down, and then back up along the thin surface of her channel. It hurt a bit, stung almost, but as the moments passed she realized that that feeling was quickly fading. The sensation was unlike anything she had ever felt, as her cock was pressed from within by the girth of Ben's tongue, and from without by the loving squeeze of his surprisingly strong arms and legs. A unique sensation, and one she wasn't sure she was sold on, but the needy throbbing of her cock in response to the mixed assault told her that her body was all in. So Gwen leaned back and watched as Ben's small, amphibious little form french kissed her cock hole with all of the energy and passion of a lovestruck whore.

Ben, for his part, found himself completely enraptured in the lurid act. He plunged his tongue down Gwen's shaft, pushing the sensitive organ five, six, seven inches down into the beast he straddled. The bulge that his tongue made in Gwen's urethra was plainly evident, and each time he brought his tongue back up a copious globule of Gwen's sperm-rich pre followed. Thick dollops of her inner essence, fresh from the tap, and oh so wonderfully tasty to his Galvan tastebuds. He gulped down what she gave, not caring that thick streams of the heady stuff ran down his chin, down his slick amphibian chest and belly. He used one hand to peel back Gwen's foreskin, before planting his lips more firmly against the shiny dome of her cock. The length pressed firm against his body bucked hard and wild at his touch, dragging his body along as it swayed back and forth like a tree in a gale. His body was soon slick from chest to webbed toes with Gwen's pre, and he rubbed his puffy mound with a religious fervor against her.

"Dweeb! What are you doing!?" Gwen squeaked as she desperately tried to suppress the hoarse moans that threatened to tear from her throat. The feelings that Ben's small body tore from her were intense, if odd, and she found herself on the back foot for once. The feeling of his tongue especially, as it plumbed down within her body, hitting nerves that were never meant to be directly stimulated, was making her reel and made her breath catch in her throat. Gwen felt it, as her body produced far more pre than she had ever made before. Something about the direct stimulation of those tissues deep within her shaft made her body go into overdrive. She was normally more than a little productive, leaking openly at even the basest teasing. But now, well now Gwen's tool was basically a broken faucet. Every plunge of Ben's tongue drew more and more of the silky, milky pre from deep down within her, and she felt it as that slick fluid ran down her shaft, over her balls, to soak eagerly into her pants.

The act was one of love, of pure worship. Ben's tongue exulted in the feeling of Gwen's long, smooth tube contracting and pulsing against his tongue. For minutes he did this, swirling his tongue down her shaft, almost giggling as he drew up heavy dollops of her pre like a hummingbird might draw nectar from a deep flower. And all the while, he almost absently ground his hips against Gwen's shaft. That movement, so basal, so primal, was really what egged him on. The feeling that buzzed up into his body as he dragged the slick, puffy lips of his frog-like womanhood up along the warm, veiny length of Gwen's cock was stupefying. The tingly warmth of it that built with every roll of his hips was just SO so very good. His movement was fluid, continuous, as he rolled his hips up and down, up and down, up and down along that wonderful girth. Worship, pure and plain, as he left a trail of slick arousal shiny along the skin of his cousin's cock.

"Gwen! You're so warm! So ... so leaky!" Ben cooed lovingly, gyrating his hips along Gwen's shaft in an almost drunken wash of arousal. His mind, so complex, so analytical, so astoundingly intelligent, had been reduced to a stupid horny brat. Every neuron within his was focused only on humping, grinding his swollen mound against Gwen's throbbing mass, and kissing the wonderfully slick hole before him. He swirled his tongue around that oval slit, burbling up his arousal in adoring little froggy croaks as he licked. His lust swirled up within him, making his fertile belly warm as he worked. It wasn't long before his kissing slowed, and he found his body focused solely on the smooth gyrating of his hips. He pressed his hips needfully against Gwen's shaft, not realizing just how close he was to grinding himself to orgasm. He only knew that the tingling between his legs was growing, and the only thing that seemed to matter was making that tingle burst into a torrent of roaring flame. So he worked, tiny hips sliding up along a shaft fully twice as large as his entire body. A match both diminished and somehow magnified by the stark difference in size.

Gwen sat stock still, eyes closed as she concentrated on the impromptu coupling. Ben's body, for all of his enthusiasm, was capable of doing little more than teasing her. Especially now that the action of his tongue had ceased, she was left only with the squeezing of his limbs and grinding of his body against her tool. It was nice, but more akin to a teasing handjob than anything else. Squeeze, squeeze, squeeze, pressure with none of the back and forth motion that her body instinctively craved. A teasing motion, but so constant over the past minutes that Gwen had been brought right to the fore. Her length stood hard and proud, not quite on the edge of orgasm, but ready at a moment's notice to take that plunge. Then, she realized, that there was a distinct flaw in their little plan of action.

"Ben! What are we going to do about the mess?" Gwen asked, her voice urgent but so low that it hardly carried past Ben's ears. When they had messed around in the past weeks, well Gwen's normally massive loads usually ended up nestled deep down in Ben's body, sloshing thick in his belly or intestines until he inevitably absorbed them. Now though, with Ben so small, there was scant hope that he'd be able to handle even an ounce of what Gwen was ready to give. They'd need a container, and that's when Gwen spotted the now empty hiking bottle sitting empty on the table to her left. The well-loved water bottle was made of a clear green plastic, and seemed to wear the scratches and scuffs of dozens of hikes as a badge of honor. Mide mouth, almost a full foot tall, the bottle could hold over a liter, and seemed almost perfect for the task at hand. Though Gwen felt a slight tinge of guilt as she used such a well-loved object for such a depraved purpose. Gwen somewhat surreptitiously grabbed her cock by the base, moved the weighty length down beneath the table, and got the bottle at the ready. She was on the edge, but wanted to let Ben have his fun before she finished. His cute little mewling and the way he thrust so hard against her body made it plain just how much fun he was having.

As Gwen's shaft shifted from a vertical to a horizontal position, Ben crawled along the tube until he was laying face down on the top of it. His every breath was accompanied by a grunt, a heaving exclamation of the building pleasure within him. He was as a beast, his rectangular irises unfocused as he humped out his need. The lips of his tiny womanhood tingled, almost burned as he slid them up and down Gwen's tool. He ached for penetration, ached to feel himself filled, but some clumsy vulva rubbing was the best he was afforded at that moment. It wasn't ideal, but it worked, and within a dozen thrusts Ben felt himself fall clumsy into the destruction of orgasm.

Ben's tongue slid from his mouth, and he lavished Gwen's tip with adoration as he came. It was a flightly, bumbling, jerky finish, but in that way it was also wonderful. His mind bounced within his skull, vibrating with a stupefying pleasure. His hips were pressed with desperate strength against Gwen's tool, alien pussy quivering and leaking out his pleasure along that pale pole. Unlike the more direct male orgasm that he was used to, the orgasm of this female Galvan seemed to come in quick waves. He would rise to a crest, shivering with such wanton delight that stars swam in his eyes, only to slide heavy down into a trough of relatively benign, but still hazy orgasm. Yet, there was momentum there, and he found that the more he worked his pussy along Gwen's shaft. the higher his next crest would be. There was no thought in his vast intellect, save for the thought that he needed the next crest of pleasure to be higher. He humped with an almost belligerent energy, straining against the thick tool grasped in his arms. He slaked his primal thirst in this way, three, four, then five times, mind racing into what could almost be a fever of stupid lust. But, eventually, Ben's body gave out. His desire had not yet been slaked, but the thin muscles with which he clung to Gwen's tool had had enough. As he crested his fifth little peak of orgasmic pleasure, his trembling arms found that they lacked the strength to hold him tight to Gwen's cock. So, with a lazy sort of sliding motion, the moaning little amphibian slipped from Gwen's drooling cock and landed headfirst with a hollow "clunk!" sound into the waiting plastic bottle.

The feeling of Ben's form falling from her cock was cathartic in Gwen's mind. It wasn't that Ben's actions felt bad in any way, quite the opposite in fact. It was simply that his small arms and eager tongue had teased Gwen to her peak, tugging her along one tiny fraction of pleasure at a time. Like being teased to orgasm with just the tip of a finger, the buildup had been almost torturous for the redhead. Combined with the fact that Ben had likewise blueballed her earlier during their little hike with the knights, Gwen was about as pent up as she had ever been. It was with an eager relish that she tightly wrapped her spindly fingers around her turgid length, and started to pump herself from base to tip, finally satisfying that need for penetrative sensation that she had so yearned for. The difference in sensation was like night and day, a switch from that teasing touch to the direct stimulation of a button that she now knew like the back of her hand. Her cock leaked openly into the mouth of the container, throbbing as the skin bunched about the bulbous head with every stroke of her fist. "Hey, Dork! Unless you want to drown you might wanna move!" Gwen hissed to Ben, his form still sprawled awkwardly at the bottom of the bottle. She was going to cum, with or without Ben's body sprawled out in her receptacle.

Ben came to after a momentary daze. That last peak of pleasure had been a doozy, had left him almost insensate as he fell into the bottom of the plastic hiking bottle. It was only as he blinked his eyes a few times did he see his situation clearly. Just a few inches away, he saw the head of Gwen's cock pressed tight into the mouth of the water bottle. The fat, rounded, weeping head of her cock was so thick that it nearly plugged the front of the widemouth water bottle. He could perhaps slip out between the lip and the head of her cock, but why? Ben slid until he lay supine in the bottom of the bottle. One of his hands slid down between his legs, picking up where his clumsy humping had left off. One thick finger, and then a second, slipped past the lips of his pussy, and he suppressed a growl of excitement as little flecks of Gwen's pre dripped down onto his head. He laid back, practically begging for the deluge to come. Gwen's load had been brewing all day, and his lust addled mind couldn't think of a single thing he wanted more than to be directly in the splash zone of that assuredly catastrophic load. He grinned, knuckles busy plunging in and out of his puffy, aching pussy, as he watched Gwen's cockhead flare out, watched the bulbous shape swell in grotesque need as she prepared to baptize him in her essence. She threatened to drown him, and he welcomed it.

Gwen was a model of self control, but even her willpower was being tested as she stroked herself to completion not twenty feet from her grandpa. The lithe girl bit her lip, smothering a groan that rose to her lips as she felt her mind vault over the precipice of release. Her thin hand was a blur along the thick length of her manhood, and she felt the organ bloat and harden in a familiar and almost comforting way as she started to cum. Her mind blanked, her eyes rolled up into her fluttering eyelids, and every muscle in Gwen's body tensed as she released a flood that had been battering at her gates all day. In one stupendous flash, the first raging arrow of seed shot up her shaft and blasted from her tip with supernatural force. Gwen's head hit the top of the table, and she held her breath as she stroked out every sharp jolt of her orgasm under the cheap top of their dining room table.

A jet of thick, silky, fully opaque semen shot from Gwen's tip so forcefully that little flecks of it bounced up and back out of the top of the water bottle. A single rope so heavy, shot with such force, that it sent a twinge of pain up through Gwen's shaft. The heavy hammer of that ejaculation hit Ben full in the face, and covered him in a single stroke from head to toe in steaming hot lust. Full ounces of Gwen's pent up lust took him full in the face, and he all but swooned as that wonderful mess hit his skin. He tasted it on every inch of his body, felt his body heat up as it worked to absorb that heady slime. He bathed in it, almost giggling as he felt his head submerge beneath Gwen's onslaught. Another heavy burst followed the first, and then a third, each almost as heavy and voluminous as the first. This was not an act that could have been done by a mere human. Only Gwen's magically enhanced physiology was capable of something like this, and Ben knew it. She came with the force of a prize stallion, and produced far more than even the biggest draft horse. Gwen was a monster, and he but a little fly caught in her web. Ben's fingers continued to dance against his tiny pussy as he felt his torso being submerged, as he felt the bottle fill and fill and fill. Each heavy gush was accompanied by a muffled little grunt, a cry of pleasure from Gwen soft enough that only Ben heard.

A curling little smile worked across Gwen's face as she worked out every kink she had felt along the long journey of her day. Each little spurt from her cock was another worry being erased, another bruise being ignored. This was a release as needed as it was messy. Her fat, low-hanging balls worked overtime, clenching over and over as she worked. Every jet of seed that she shot into the held bottle caused a small sound, a hollow sound as the jar was filled, each spurt causing the pitch to rise ever so slightly. Though those spurts came slower and slower as Gwen's pleasure started to falter. With a long draw of breath, Gwen sat up straight. With her eyes closed she tilted her head back, and let her eyelids flutter as she stroked out the diminishing half of her load. No longer did her spurts shoot out with enough force to break glass. Instead they dribbled fat and heavy, occasionally rolling from her tip in lazy burps that plopped down into the bottle in oversized drops.

Ben bobbed to the surface of the bottle with a wide grin on his face, He found that if he tucked in his legs he could quite literally float in Gwen's mess. Heavy strings of her faltering orgasm fell down onto his head, and he absently turned his mouth upward and caught a few helpings of her mess in a mouth wide and eager. His small body practically buzzed as every inch of his skin worked at tasting and absorbing the dense magical liquid in which he swam. A warmth, giddy and all consuming, filled him. A happiness that could neither be stymied nor ignored filled him as he basked in the heady, warm, living essence of Gwen's body. As happy and as at ease as a frog in a fresh summer rain.

Gwen huffed as she stroked out the last bitter little droplets of her load into the bottle. A shiver ran soft down her spine, and she could feel the heat rising from her sunburnt skin as she finished. The skinny redhead leaned back in her seat and tiredly placed the bottle containing her cousin and her cum on the table before her, careful to make sure that her laptop obscured the view from their still evidently unaware grandpa. The bottle, which had been conveniently labeled in increments along one side, was very nearly full. 48 ounces was the capacity, and the thick bottle could hold little more than what it held. Gwen realized in that moment that she had never measured her output in any real way. Usually her loads just ended up inside Ben one way or another. Seeing just what her body was capable of left her a bit awestruck. Subtracting Ben's six-inch mass from the equation, she had to estimate that her load had been a full liter of fluid. A liter! The steaming evidence of it sat before her, thick and opaque as Ben splashed about in the rich slime.

Gwen's mind worked almost absently as she cooled down from her orgasmic high. There was no way that her body was storing that much fluid inside of her body. An orgasm of that size should have left her dehydrated and desiccated like an old plum if her body had been supplying the mass of it. No, it had to be magic, not that that really changed anything at the end of the day. Magic balls or not, she realized what a sexual monster she was, with loads that probably put everything short of an elephant to shame. A vague kind of pride came to her at that thought, and Gwen smiled down at her cousin as he bathed in her freshly supplied bath. "Having fun?" Gwen asked as she leaned back, her face red from a mixture of sunburn and fading arousal. She lazily tucked her cock back into her pants, though she didn't bother doing the button or fly.

"We should do this more often! You have no idea how good this feels!" Ben said before dipping his head beneath the viscous surface of the pearlescent fluid and coming back up with a shiver of delight. The warmth, the taste, the potent mix of sexual pheromones were all mixing together to create a pleasant buzz that filled Ben's mind. Like laying on a bundle of warm laundry on a cold, rainy day, being in Gwen's mess just felt good, and he didn't want to leave ... but he knew that he had to. His mind, calming from the haze of orgasm, had fallen back into its logical cogs. He wasn't sure how long he had been transformed into Grey Matter, and the Omnitrix had a way of transforming him back unpredictably. If he transformed back while sitting in the bottle, well the mess would be bad, but explaining the mess to their grandpa would be worse. Ben reluctantly hoisted himself out of the mouth of the bottle, out of Gwen's still steaming hot primordial soup, and sat his rounded amphibian ass on the rim of the vessel. He looked up at Gwen, his eyes big and adoring, as long rivers of her cum flowed slow down his shapely body.

"You have fun?" Gwen asked, smiling content now that they had both bad a much needed release. Her chest rose slow and heavy, perky nipples fighting hard against the dusty fabric of her shirt. "Look, I really am sorry about turning you into a girl. I'll work on getting better at magic so that I can fix it. I promise. Until then ... well we can do anything you want. I owe you that at least," Gwen said softly, her voice booming to Ben's small size. Her voice was soft, sweet, high and girly, but the power of it as it reverberated up through her chest and into Ben's body was almost intimidating.

"Anything I want ... " Ben repeated softly, his overly capable mind turning over the potential of that statement over and over. Anything was a word with vast potential and his oversized mind mulled that potential over with almost mischievous excitement.