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Breeding Season	By : Sabbs Category: +1 through F > Ben 10 Views: 129412 -:- Recommendations : 0 -:- Currently Reading : 3
Disclaimer: I the author state: I do not own the cartoon(s) that this fanfiction is based on, nor any of the characters from it. I do not own The Ben 10 Fandom or make any money from writing this story.

Chapter List
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Author’s note:
This version of Breeding Season is a minor edited version from the original, due to the fact that I tried to fix some of the problems associated with the version and it getting totally F’d up. So here we have it again and fixed…somewhat.
I’m sorry for the format…it seems that this editor doesn’t like the carriage returns at the end of my sentences so it double spaced. I would fix it but I’ve all ready done enough to this and I’m seriously frustrated with it…so its staying this way.
Sorry, hope you enjoy the story.
Sabbs.
Ben 10: Breeding Season.
Ben had noticed something odd about his cousin Gwen, although he couldn't exactly put his finger on what that something was. She was still geeky and argumentative as always but ...he shook his head this line of thinking was distracting him from having fun; so he forgot it for the time being.
At lunch again the feeling returned and now he found he could put a name to what he had noticed, puberty. It had come to Gwen for he could see her breasts were now budding and her nipples stood out against her taught white t-shirt, it was sexy. In his mind he had said the word…sexy…Gwen…nah ...she wasn’t.
Then again he began to look at her with a totally different eye. Gwen was his age but she was definitely more mature by a long shot. She was also his cousin although she didn’t seem like it to him. She was more like the geeky girl next door who likes you just for being next door.
Today like all days was one of those ones moving from one city to another. Since the first year of their summer holidays had gone so well with their Grandpa, Ben and Gwen’s parents had decided to let them do it again. Much to the surprise to them both and they did protest loudly but it all fell on deaf ears.
So once again they were all crammed into the rust bucket for another 2 months. Grandpa had promised them both a day at the beach and today was the day, it was between their destinations so it was an easy stop. Setup was fast and well Ben took off before he could be dragged into helping out; much to his Grandpa’s dismay.
Gwen was happy to lend a hand knowing that Ben would not escape unscathed from her Grandpa. She had chosen to put on her new swimsuit which she had bought just for this occasion. It was a sleek dark green Speedo, with a high neck. She thought it looked good on her when she had tried it on at the store. She really didn’t like bikini’s, they had a tendency to fall off at the wrong time. They weren’t really all that practical for swimming either and that’s what she wanted to do.
She saw that Grandpa was settled and she ran into the awaiting waves. When she returned to their little camp Ben was now awaiting there with Grandpa. She could see he was watching her approach. She smiled; it seems that her cousin was now chained to Grandpa’s chair. Serves him right she thought.
Ben watched as his dweeb cousin approached, she was wearing that new suit she had showed him the day she bought it. He had to admit, it suited her. Also it was tight; in all the right places too. He shook his head hard where had that thought come from? Again he looked up and down at Gwen and found he couldn’t pry his eyes off her.
“Ben are you all right?” Gwen asked curiously.
Ben shook his head and broke his glazed eyes from Gwen’s body, “I’m fine, uhmm... your suit looks nice Gwen.” He wanted to tell her more but that’s all that came out.
Gwen grabbed a towel and wrapped it around her waist and quickly sat down beside Ben. “The water was great Grandpa.” Gwen said ignoring her cousin as normal.
Ben spoke up interrupting his cousin, “Yeah I cruised around as ripjaw for a bit. Didn’t see much, although there was a cool wreck out there.” He said that just to get Gwen attention, he grinned.
“You didn’t see any wreck!” Gwen said staring darkly at Ben.
He had seen one, although he hadn’t really gone and scoped it out. “I did Gwen, I just didn’t go and get a good look at it.”
Gwen wasn’t really sure if Ben was telling the truth, she hadn’t done any research on this area. “I’ll have to look up what is around this area on the computer.” She said as almost an argument statement.
“Fine.” Ben said, knowing that Gwen didn’t believe him. As he looked over at her he could see her nipples straining against the tight fabric. Oh his wished he could suck on them…he gasped. Now that was one thought he never thought he would ever have stuck in his brain. They were so erect you couldn’t help but notice them, must have been the water. Oh he wanted to fondle them so bad…again his brain woke up…no he mustn’t think such thoughts.
He awoke from his trance to find Gwen had gone away, he sighed these thoughts, where were they coming from. It was then he noticed something else, he had a mammoth hard on. His eyes went wide with the sudden realization that he was super horny for his cousin. He couldn’t believe it, he quickly got up and covered up his obvious problem. He asked his Grandpa to unchain him as he pranced around making a convincing “I got to pee- look”.
Grandpa Max took pity upon him and let him go. In fact he hadn’t seen him run away so fast in his entire life. He guessed he really did have to go.
By the time Ben got to the public bathroom his hard on had subsided but still the thought of him lusting for his cousin had him completely and utterly confused. He didn’t know what to do now, before Gwen was just his cousin; now she was someone to have sex with. He covered his mouth on that last thought. Oh god how he wanted to pound his cousin. He ran out the bath room and activated the watch, he needed time to think; time to fly. Suddenly Stinkfly was in the air and zooming far away from the beach.
Gwen sat at her computer at the small table in the rust bucket grinning. Her plan to seduce her cousin was working; the suit had done the trick. The suit itself was two sizes too small and well left nothing to the imagination; which was what she wanted it to do. Right now she was wet between the legs and it wasn’t because of the ocean. She had seen Ben’s erection and it had turned her right on. She wanted so much to have his cock between her legs, it was so bad that she was continually creaming herself because of him.
She rubbed herself, she so needed to get this done so she could resume a sort of normal life. So getting Ben to fuck her silly had top priority right now. Gwen heard Grandpa enter the RV with a few things from the beach.
“Gwen I’m packing up now, I think we’ll stay a couple of days here and enjoy the beach. First though I’m going to need supplies. There is a local grocery store not too far a walk from here, so I’m going to head there after I get the stuff packed up.”
“Ok Grandpa.” Gwen answered then added, “Do you know how long you’ll be gone?”
Grandpa Max took a minute to answer, “Probably a couple of hours.”
“Ok I’ll tell Ben when he comes back.”
“All right see you then. Is there anything you want?”
Gwen still hated all of her Grandpa’s recipes, “Ah…do you think you could get us some…ah… normal food for the evening.” She hated to say it but she was sure he would understand.
He was quick to laugh, “Ok Gwen I’ll get us some burgers and dogs for tonight for the barbeque.”
She smiled, “Ben will love you and so do I.”
“Well Ben’s going to have to clean up the mess, his penance for deserting us today.”
Gwen laughed, “I won’t tell him that part.” Gwen and her Grandpa had a good laugh then he left. She watched carefully as he packed up the stuff from the beach then headed into town. Now if Ben could only…the door opened and in stepped in her cousin; perfect timing. Gwen didn’t hesitate, she grabbed his arm and took him to the back of the camper where they both slept. She stood there for a moment then said “Expelioustous.” And then put her hand to her body. She glowed for a second then the aura dispersed. “There done!” Gwen exclaimed happily.
“Gwen what?” Ben said totally confused at the actions of his cousin.
“Don’t talk…you’re going to do exactly what I tell you to do and that is fuck my brains out!”
Ben eyes went wide with total shock at Gwen’s words, “What? Gwen…?”
“You heard me, I saw you today and I know you want to. So get hard so we can get horizontal. I’m totally ready for you.” She removed her towel and Ben could see that her suit was totally dry except for between her legs. She turned her back to him and said “Unzip me.”
Ben was about to but he had a really nasty idea come to mind. “I have an idea, lie down please.”
“Ben... I still have my suit on.” Gwen said in protest.
“And that’s my plan.” He grinned. “Now lie down.”
Gwen did what he asked, she had no idea what he was thinking. Still she felt good in the suit and if Ben thought it was sexy, she guessed it wouldn’t distract from her pleasure. In fact as she was getting use to the idea it made her feel even hornier for Ben. She lay there watching him wondering what he had planned.
Ben looked at the Omnitrix and turned the dial to upgrade, this was going to fun he thought. “Gwen your swimsuit is going to get an upgrade!” He announced as he slammed down the button.
Gwen’s mouth went agape, “Ben…I…” She didn’t have time to say anymore as upgrade had pounced on her and was beginning to take the place and merge with her shiny green suit. She laid back not knowing how this was going to turn out. As she closed her eyes she could feel upgrade moving over her body across her erect nipples and now between her legs. She wanted to close them; repel this invader but instead spread herself wide for easy access. At first there was nothing then she felt the vibration and suction on each of her nipples, oh god it felt good she thought. “OMG Ben that feels so fucking good!!!” She screamed.
Ben made a smile as upgrade, “You haven’t felt anything yet Gwen.” Ben said and continued to caress and suck at Gwen’s erect nipples.
Gwen felt upgrades vibrations circle each of her tits sending waves towards each nipple. Feelings of imaginable wonder were making her moan and wither with lust. Her hands went instinctively to her chest to help.
Ben let her poke around but he was now after another prize. “Gwen?” He asked in a serious tone, “You really want me to be your first?” He was pretty sure of that distinction.
“Gwen moaned for a few moments then brought herself down to converse, “Ben I told you to fuck my brains out, ram it up me deep!! I’ve been waiting for this a long time. Now get between my legs and fill my cunt up.” She grinned at him wickedly.
That was a definite yes in Bens book, this was going to be good for he was going to do something she really wasn’t going to expect.
Gwen screamed as she thrust her pelvis towards the ceiling as Ben as upgrade plowed what was his substance not only up her cunt but ass as well. Ben had taken both her cherries in one go. “OMG BEN!!!” She screamed, as she bucked her hips feeling more and more of upgrade filling her and stretching her. “Uhhnnnn...ohhhhhhh.” Gwen moaned, “Ben that feels so fucking great! Deeper deeper, open me up! Fill me with your cocks!!” She screamed. Gwen could feel Ben’s appendages going deeper into her and pushing her wider than she had ever been stretched before. Although this wasn’t the first time she had put something in her pussy, but it wasn’t anywhere near this big or had gone this far.
Then she felt him hit her hymen, it pained a bit but she wondered if Ben would stop. “Ben shove it in, I want it up my tight little cunt!!! Shove that monster up inside me, I want to feel it all!!! FUCK ME BEN, FUCK ME HARD!!!!!”
Ben didn’t hesitate and moved more of upgrade deep into Gwen pushing aside her hymen and expanding her cunt for future penetrations. He heard Gwen scream as he passed the point of no return, now it was time to expand and fuck her brains out; just like she wanted.
Gwen wanted it all she could feel every inch of him now in her pussy and her ass, it was like nothing she ever dreamed; the pleasure was overwhelming. “Oh Ben.” She moaned.
Ben moved up and formed a head so he could come face to face with his cousin. “Like it so far?” He said rolling his tongue.
“Oh God yes!!” Gwen panted hardly catching a breath, “Keep going Ben fuck me good.”
“Oh yeah.” Ben said slyly and began to piston each of upgrades tentacles in and out of Gwen’s pussy and ass.
Gwen had already cum once today all ready and that was before Ben had changed, now she was cumming almost every second. “Ben I’m cumming!!!!” She screamed as her body began to tremor with orgasm after orgasm. She loved this new and exciting feeling of Ben moving in and out of her, especially her ass that feeling was new too but it felt so good. “Ben go deeper up my ass.” She demanded, she wanted to really feel it. Ben had really only gone an inch or so up there; still that was a feeling she wanted more of.
“Really?” Ben asked in question, not really sure if she really wanted that.
“Oh yeah! Fuck my ass Ben, I’ll tell you when to stop!” In a moment Gwen felt Ben enter her further and further, “YES, YES! OH YEAH DEEPER BEN, I NEVER FELT SOMETHING SO FUCKING WONDERFUL!!!!!” She could feel Ben going deeper and deeper, it was a feeling like no other. She was so glad that she used her cleansing spell now.
“Gwen are you ok?” Ben was getting a bit concerned as his cousin was constantly screaming and moaning now nonstop.
“Oh yes Ben don’t stop please.” It was at that moment Gwen heard the omintrix start to time out, “Nooooo not now!”
Ben prepared himself to be transformed but it didn’t happen he remained upgrade. “That’s strange.” He said.
Gwen was still riding high on orgasms, “Fuck me Ben forget about why, maybe Upgrade was enjoying itself too much!!”
Gwen had a point, Ben thought and continued to pound his cousin. In a moment he was back into a rhythm of giving his cousin a day to remember. Soon he felt something a contraction of Upgrades body, it was going to come. “Gwen I’m going to come!”
“Fill me Ben! Fill my pussy and ass!!!” Gwen screamed, she could feel Ben speed up his thrusts in and out of her, “Faster Ben I’m going to come too.”
In a moment that was hard to describe time seemed to stop and they become one. She could feel Ben or was it upgrade spraying inside her; it was beautiful. She screamed out in ecstasy. “YESSSSSSSSSSSSSS YESSSSSSSSSSSSSS FUCK YESSSSSSSSSSSSS!!!!”
Ben could feel himself let go and release into his cousin, it was a different feeling than when he had jerked off, this was all over; upgrades body seemed to be having an orgasm. It was beautiful and he couldn’t stop. Something from Upgrade was filling Gwen but he had no idea what but there was no way he could stop it; it was beyond anything he felt before.
He awoke on the floor back in his clothes, a bit confused though. He stood and saw his cousin with her legs spread wide. She still had her suit on which was totally wet with sweat and her own juices. She was unconscious with a beautiful smile upon her face. It seems he had done what she wished.
He went over to her and gave her a shove, they had to get cleaned up before Grandpa returned.
Gwen awoke feeling light headed, but still feeling wonderful. She sat up and saw Ben staring at her, “It wasn’t a dream?” She said examining herself and seeing herself covered in sweat and cum.
“No dream, boy I’m wiped.”
Gwen stood up feeling a bit sore but still feeling absolutely wonderful. She walked over to her cousin and kissed him deeply on the lips. Putting her arms around his neck she stared into his eyes. “That was wonderful.”
He was amazed at how friendly his cousin and how close she was being with him. “Yeah it was Gwen but we have to clean up, we made quite a mess in here.”
Suddenly Gwen’s eyes went wide “Grandpa! Yeah.” Her brain when into hyper speed, “Ok, I’ll shower and get the sheets. You put the mattress out side to air. Take some laundry detergent in a bucket and wash it. It should almost be dry by the time he gets back. She looked at the time and found that an hour had gone by, they were lucky that Grandpa had not interrupted them; she wasn’t sure how she would have explained.
Fifteen minutes later Gwen was out of the shower with the wet sheets. She put a towel around herself and stepped outside just to bump right into her Grandpa. Her eyes went wide and she shrieked. “Ahhhh.”
Max took a step back, “It’s only me Gwen.” He said.
“Sorry Grandpa.” She said, “You startled me.”
Max looked about and saw the mattress. “What happened?”
“Ben happened, he turned into stink fly and coated me and the bed with his stinky goo. I didn’t think it was fair for you to come back to the RV smelling like that.” She stepped out of the van with the sheets.
“That was considerate Gwen, let me help you hang those once I’ve put the food away. So where’s Ben at I have to talk with him.” His voice was a bit gruff now.
She saw now that she had gotten Ben in trouble, don’t be mad at Ben it wasn’t his fault he more or less sneezed at me. He wasn’t to blame.”
“Ok, I thought it might have been one of his pranks.”
“No just silly alien problems.”
Later on after supper Gwen sat back and relaxed, surfing the net and occasionally looking over at her lover and cousin. He had taken her to places she had never been before and hope to visit again. It was then her tummy rumbled and shifted somewhat. It was a strange feeling, then as quickly as it came it disappeared. “Must be gas.” Gwen thought and continued with her surfing, all the while smiling.
End of Chapter One.
April 28th08 *May 16th*
2nd Chapter being written, thanks for all the praise.
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Breeding Season