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Ben 10: Omniharem
By : Praetor
Category: +1 through F > Ben 10 Omniverse
Views: 112858 -:- Recommendations : 0 -:- Currently Reading : 5
Disclaimer: See Full Disclaimer Below
Chapter List
- 1
- 2
Disclaimer: I do not own a part of the Ben 10 franchise, nor do I know Hitomi Tanaka, Kim Kardashian, Miosotis, Beshine, Chelsea Charms, Minka, Coco Austin, Gianna Michaels, Nicki Minaj or Lisa Ann, who are mentioned by name. I derive no profit from this work besides amusement and a challenge. All acts depicted are fictional and have no real world correlation.
Thank you in advance for reading this work in progress. Just to reiterate, it features themes of graphic sex between cousins, aliens and multiple women later on with the end goal being the formation of a harem. It also features comically unrealistic proportions and cartoon physics, as well as milk play. If you are okay with that then read on...

Ben watched helplessly and kind of bored as Serena and Bellicus bickered before him, the two floating green masques back and forthing with harsh words like elk testing their antlers. He really felt bad for his grandpa back in the day if this is even some what close to what listening to him and Gwen bicker endlessly for a summer sounded like. Really it was a microcasm of their own arguing, with Bellicus being Ben's old, rash persona and Serena having Gwen's more calm approach. But they eventually worked out their differences and became a strong team and it didn't take them a few thousand years. He let a yawn escape and looked out the cosmic vastness at the world around him and saw the world ending cataclysm afflicting his planet. An alien pirate ship was knocked into the Earth's gravitational pull during a skirmish with galactic enforcers. A large dreadnaught to be precise, it ended up crashing in southern China and exploded. Vast swaths of land were scorched, glaciers were melted, floods ensued, fault lines ruptured, earthquakes ensued, toxic clouds of nuclear fallout drowned the continent, nuclear winter would ensue- it was a mess.
The earth could probably survive but it would only be barely and in no form he’d recognize. So he needed to hit the history eraser button. He needed the reality warping power of his ultimate alien. The only cap on its omnipotence was getting the two minds inside to agree to an action. Unfortunately, they were representations of conflicting desires and diplomacy was never his thing. Which is why he hated resorting to this alien. He had done this number before and as much as letting people suffer bothered him, there wasn’t anything he could do at the moment and he’d just overwrite reality in a few minutes anyways.
‘Look guys,’ Ben said as he got to his feet ‘you have been bantering back and forth for thousands of years and will for a thousand more. You don’t need me for that, I’m not going to help. Just let me take Alien X, fix my planet, and we can all go back to where we were.’
‘Is that fair?’ asked Serena
‘I do suppose. It will spare us having to see his moping face. Very well Benjamin.’ Said Bellicus
‘Yes!’ Ben exclaimed as he jumped to his feet ‘Watch me work.’
It was too late to stop the mass destruction of the world, but he could still save it. Or at least a version of it. With the limitless power of Alien X, he could do literally anything he could imagine. He went to work immediately using his cosmic powers over the omniverse to recreate the world as he knew it, to the extent of his and his aliens’ knowledge at least.
He had done this before on a far grander scale a couple years ago, creating a replica universe after his original was destroyed by the Annihilaarg. All he had to do was think about what he wanted to be real and it was.
He sat and meditated on these thoughts. Channeling the power into the fabrication of another world. It was very tedious, dwelling on geography, cities, culture, architecture- literally everything that went into a creating a world. It was mentally exhaustive and invariably, his young mind began to wander.
He started to wonder what he could do for himself but really there wasn’t much. He was already fabulously wealthy and influential as one of Earth’s most recognizable heroes. Besides, he shouldn’t use the power of his aliens for personal gains. Nor could he alter the world in any way he saw fit. It was not his place to enforce his ideas on a world.
He mentally slapped himself and returned to recreating the world. The thought of the rolling planes he spent a summer traveling and all the sights and places in between. He thought of the faraway lands he visited on various hero duties, the view of the earth from space. Asia was hit the hardest so that’s where he really had to focus there.
Summoning up all the knowledge of the region was a lot of work for a man who admits his disinterest in intellectual matters. Quickly, his mind began to wonder again and his thoughts drifted to one of his favorite Asians, Hitomi Tanaka. His mind was flooded with mental images of the ultra-busty Japanese women he spent many alone moments watching. That train of thought led into a whole world of mental images of his favorite porn stars.
He thought of the megaboobed models like Chelsea Charms and Beshine. The women with tits larger than any fruits of the earth and encompasing most of their body mass. He thought of the porn stars like Miosotits and Minka, with their massive tits flopping for the camera as they engaged in on screen debouchery. Then he thought of the might as well be porn star Kim Kardashian and her internet breaking ass pics. Huge bum models like Coco Austin came up, as well as Nicki Minaj music videos.
All the thoughts of tits and ass were causing a stir in his loins as he thought about the great performers in the pornos he watched. Gianna Michaels downing cocks like it was her job. Lisa Ann taking it in all holes. He began to think about the various women in his life and the fantasies he had of them in similar situations.
He had to stop and shake his head, his pants were getting tight as his erection grew and he had a job to do. He returned to fixing the world, recreating it in its own image before the crashing spaceship ruined it. He eliminated the space battle just outside the planet for good measure and with only mild amounts of naughty thoughts slipping into his focus.
It was hard to keep track of time in the cosmic vastness of Alien X, time became skewed as it was being manipulated. He had to think of everything he wanted to keep and change, all the details no matter how minute had to be considered for the exact replica world to be right. But in what felt like moments and an eternity in one, all was as it once was...

The kind of crummy thing about recreating the world without a cataclysm was no one knowing that he saved the world again. He went to his new home unrecognized for his deed. He stepped into the darkened room as the motion sensors picked up his presence and turned on the lights. Now that he was an influential person in normal life and as a hero, he was able to afford his own place outside his parent’s house. The revenue stream from royalties for the Heatblast action figures alone paid the rent for his new penthouse flat in the high class skyscraper section of Bellview. It was his 18th birthday present to himself.
He could see the sun setting on another good day of heroism through the wide open windowed walls of the flat as he went to the kitchen to grab something to eat. The thing he never considered about living on his own is that he had to prepare his own meals now and didn’t know much besides Raman noodles. Luckily Dominos had text order pizza and he decided to do that instead of boiling some water. As he was taking off his shoes and contemplating the hiring of a personal chef, the doorbell rang.
‘Hm, that was fast.’ He said aloud as he got up and went to it ‘they know how to serve a real hero.’
He threw open the door without checking first, expecting a pizza delivery guy and instead heard an all too familiar voice say ‘Ben!’
'Hey GwEN!' he tried to reply as his cousin stepped through and pulled him into a hug
Something was definitely off but he couldn’t place it.
‘I heard you got a new place and just had to check it out.’ She said as he broke the embrace and held her at arm’s length
His cousin was dressed like a typical schoolgirl from an Ivy League college, except now her proportions were way off. She let her hair grow out since leaving and it hung in a red pony tail down her back halfway to her bum with loose bangs framing her freckled, pretty face. Her eyes shimmered green with a warmth the bickering cousins did not experience all the time.
She had a black vest on over her short sleeved top that was open halfway down the front to expose her generous bust. Her boobs were far bigger than he ever remembered, swelling her top and nearly bursting from her shirt. A short, thin, red neck tie wrapped around under the collar of her opened shirt with a knot in the front and disappeared into the crevice of her bountiful cleavage. Suspenders framed them as they ran down the sides of her bust, over her shoulders to her waist to hold her belt. An alarmingly short, plaid skirt wrapped around her lithe legs. She had long, above the knee white socks and high top lace shoes.
'Yeah, figured it was time for the world’s greatest hero to move out of the house. I’m 18 now, I’m an adult, time to live like one.' He said
‘Well let’s see how the world’s greatest hero lives.’ She said, leaning in far too close as she stepped past him into the house and winked before whipping her head around
He did a double take at the wink and then had to do a deci-take. Her ass just wouldn't quit. Even through the loose skirt he could see the half spheres of her ass pushing through, threatening to suck up the dangling fabric between the trench like crease of her cheeks. The bulbous bubble butt was actually lifting the cloth up far higher than they should have normally rested and now the skirt bottomed out at above half thigh level.
He groaned as she turned the corner into the building, seeing the last jiggle of a cheek and whip of her long, red pony tail and took the moment of privacy to push down on his crotch. He could feel his pants getting painfully tight as his involuntary erection grew. Ever since he got the omnitrex, the power that flowed through it had a lingering after effect on him. It enlarged his penis, and by a lot. Almost comically large, especially when he was younger. At first it was only for a little while after transformations but after the tenth time, it’s been ‘stuck’ enlarged and he’s just learned to live with the almost literal horse cock in his pants.
Once he got the long dick pipe settled in his trousers, he went after her into the kitchen. She was looking through the pantries and finding 50 flavours of instant noodles, popcorn and various candies.
‘Do you cook anything?’ she asked
‘I’m busy all day hero-ing, and you want me to cook too?’ he asked, taking in the sight of her new, magnificent figure as she stood on toes looking into the top shelf
‘The world’s greatest hero should be able to cook for himself.’ She said as she opened the drawer under the sink and bent over to look inside
His erection hit critical mass as the swells of her ass lifted her skirt up past the bottom of her glorious butt cleavage. He didn’t know if she was wearing any kind of underwear but if it was, it was swallowed by the crack of her ass as the great white cheeks were on full display under the curtain of plaid of her school uniform.
‘Pizza delivery and restaurants have eliminated the need for something that mundane.’ He said
She stood back up, shielding her bum from view again.
‘Well I hope you ordered some because I am not in the mood for Raman.’ She said
‘You say that like you’re staying.’ He said
‘Of course I am, it’s been months, we need to catch up.’ She said as she opened his fridge to see a wall of sodas
‘Well what’s wrong with Raman?’ he asked
‘I am in a top rated university and a top rated student, all I eat, when I get to eat, is Raman. I am not going on vacation to eat more Raman.’ She said with finality in her voice
He had no adequate response and was too old to blow raspberries so just followed her from the kitchen to the main room in the flat. It was very spacious with a luxury couch in the middle in front of a wall sized televisions on one side.
‘Vary empty.’ She said
‘I just got here.’ He said
On the other side were large, Japanese style folding wall dividers that sectioned off his ‘bedroom’. She went there and found dressers, drawers and a King sized bed.
‘At least your bed is made.’ She said in a snarky voice
He decided against telling her he usually fell asleep on the couch watching TV.
They went back out to the main flat and she said ‘Xbox, tv!’
There was a bleep and his entertainment set lit up.
‘How did you know it could do that?’ he demanded
‘Kevin has a similar set up.’ She said
‘Where is Kevin?’ he asked
‘He’s at an auto show down in Atlanta or something.’ She said as she hopped over the couch and took a seat ‘Xbox, Netflix.’ She said
The couch was as wide as two sofas side by side and as deep as two recliners on the end in a bracket shape for the TV. It was meant for gaming parties. He stepped around and sat beside her.
‘Hey Ben, how do I get out of the kid’s section?’ she asked as she surfed through the dozens of animes he had queued
‘Those aren’t kids’ shows, those are Anime.’ He said defiantly
‘They are cartoons and they are for kids.’ She said even more sternly
The two locked eyes as they drew in. They’d done this dance numerous times before, descending into witless banter. But now things were different, they were grown-ups now. Both were young adults and living real lives, he had a job and she was in college. Still, it felt so natural to just start flinging insults. He could feel her confusion too, her eyes still held the warmth from earlier but her lips were slightly parted, an insult weighing on her tongue as she was tried to be mature.
The doorbell rang and they broke the eye lock. Ben went and got his Pizza, paying by card and signing his digital receipt for billing and the physical one for the pizza guy, who was a fan.
When he got back to the main room, she had settled on a random Anime from his list and was taking off her shoes.
‘What are you watching?’ he asked
‘Your Lie in April. No idea what it’s about but it’s fairly short.’ She said
They divided up the pizza and washed it down with pepsi as the show played but neither were really watching it. All they knew was that the chick was going to die at the end and the piano music was pretty good. They spent most of the time between chewing chatting about life, his new career as a hero with his own sidekick and her academic pursuits as a scholar.
Once they ran out of new news to share, pizza to gobble on and soda to guzzle, they sat in relative silence watching the show.
‘I think Emily played this song at a concert.’ Said Gwen as the guy played a song poorly on the piano
She rolled her head sideways onto Ben’s shoulder. They did this sometimes as kids, he now knew it as cuddling but they didn’t think of it as anything back then. The truth is though, the happiest he ever felt at ease was with his cousin.
‘Doesn’t sound like it.’ He said
‘Well she wasn’t playing badly.’ She said
He dropped his hand from the couch to her shoulder, pulling her into an increasingly rare embrace. She made a sound almost like a pur as she shimmied closer. Her heavy tits now rested on his torso and her thighs were against his leg. He felt warm, not just from the heat of her body through their closthes as they got closer but a resonence from his heart as they bonded on the couch.
‘Ben, could you play with my hair?’ she asked
Also something they did as kids and didn’t think anything of. He brought his hand up to her head and began stroking the long, red hair. He worked his fingers between the tangles of red strands, messaging her scalp and straightening the mass of locks. She practically melted into him as he messaged her scalp and hair. There was a lot more than he was ever used to dealing with but liked the feel of the smooth, vibrant red strands in his hands and the loving sounds she made.
His cock was aching, as it had been for hours when he first saw her tits. He didn’t even have time to wonder how her new physique was possible but he was glad for it. He closed his eyes, almost ready to fall asleep with his cousin on him. They hadn't had time to bond like this often as their professional lives and hero business kept them busy. At the end of the day, no matter their fights, Gwen was his oldest and truest friend, and it was nice to be with her like this. He felt her hand on his leg and then it creeped around to his dick.
‘Woah now!’ he exclaimed, pushing her away from him
She stirred and spat ‘Uh, Ben!’ like he did something wrong
‘What are you doing?’ he asked
She sat aghast and then went suddenly bashful, turning her face away as he was sure a blush creeped up her neck.
‘I was just letting things happen.’ She said softly
‘Gwendoline.’ He said, reaching for her but now it was her turn to shirk away
‘No, I’m sorry. I shouldn’t have. You don’t- we’re… you know.’ She sputtered
‘I know…’ he sighed
If hate was another expression of love and not the opposite, then Ben and Gwen had a love deeper than the recesses of space. They shared much in their youth, birthdays, beds, food. No one knew the other better than them. There were many nights, especially in that long ago summer, where he couldn't even measure just how much he loved his cousin. Love was so much simpler then, now they were adults and there were whole new dimensions to it. He tried not to think about how attractive his cousin was but he was a horny adolescent and she was a pretty hot woman even before she grew vast in breast and butt. He tended not to think of her as a sexual being, but he wasn’t adverse to the prospect either.
It was a battle between his two heads, as he knew he shouldn’t lust after his first cousin, practically his twin cousin. But he couldn’t deny her attractiveness either, and there were stronger forces at work than mere sexual attraction. They’ve known each other too long, been through too much, worked together too well, all bickering aside. How much more of a stretch would it be to say they loved each other too?
‘I’m sorry.’ She said again with a voice close to cracking as she accepted that she tainted their relationship, she sputtered 'I, I...' as she looked back to him
He saw tears welling in her eyes and there was redness on her pale, freckled face as she had pushed away stray drops. All his doubts, fears and confusion went away at the sight of her upset. Though he teased her relentlessly, he hated to see her cry. In that moment he wanted nothing more than to make her sadness go away. He wanted to take her in his arms and comfort her forever. In that moment he knew he loved her more than anything in his life.
‘How long have you felt this way?’ he asked, knowing what she wanted to say because he wanted to say it too
She gulped down a deep breath and said ‘8 years is it now? Since that summer long ago. Since we were kids.’ She said
‘Since before we knew what love was.’ He said as he cupped her cheek
She smiled and said ‘So you feel it too?’
Twin pools of green mirrored each other as their faces drifted closer. She put a hand on his shoulder as he twisted his head so their noses wouldn’t bump. He wanted to say something, some remark to confirm. But no words would be as strong a demonstration as when they met halfway and kissed. It was tepid at first, neither sure how serious they were going to be. They lingered and grew bolder, he pulled her in closer by the back of the head and opened their mouths. Heated breaths were exchanged and then tongues as she put her both her hands on his shoulders. He closed his eyes, losing himself in the moment. He had kissed girls before but this was the most passionate. She leaned into him and he fell back into the couch as she fell on top of him.
Red hair fell around him as he opened his eyes and now hers were closed. He could feel the cushion of her breasts on his chest and heat in his pants down a leg. She straddled his hips and sat back, breaking their kiss. His hands fell from her face and she took them in hers.
‘Are you sure?’ she asked
His cousin never looked more beautiful to him. It wasn’t the flush in her face or the way she sat thrusting her fantastic tits out. It was the fire in her eyes, the look of unleashed passion on her pretty, freckled face. There were no more tears and she was grinning. They could finally act upon their long constrained feelings.
‘Yes Gwen,’ He said as she sat back on his waist and whimpered 'I love you...' as the globes of her ass groped his penis through his pants
‘Is that you talking or your dick?’ she asked, a playful flirt entering her voice
Any reservations she had were gone now and his retreated too. Newfound confidence in their sexuality and in their relationship surged instead.
‘Can’t it be both?’ he asked
‘It could be.’ She said, putting his hands on her boobs
Her boobs were cradled by her top and nearly being pushed out. He groped through the coarse fabric of her vest but couldn’t feel anything, except loved the sight of her lightly freckled tits push up and almost spill out of the top. He let go with his right hand and grabbed the neck tie, pulling it out of the crevice of her tits and pulling her down enough to where he could begin unbuttoning her top.
As he buttoned them down she slapped away his hands and grabbed the folds of her vest and pulled apart, ripping them open and popping all of the buttons out in a fell swoop. Her bulbous boobs burst out contained only by the white collar shirt and white bra underneath. He did as she did and grabbed her collared shirt by the folds and ripped them apart. This time he broke some buttons but neither really cared at this point.
It began to hurt as his engorged member fought his balls for room inside his pants under the oppression of Gwen’s bubble butt. The curtains of her top revealed head sized swells of creamy white tit meat only barely contained by her lacey white bra.
‘Oh so eager.’ She said with a teasing smile
He grabbed her by the neck tie again and yanked her down, wiping that smile off her face with another yearning kiss as he reached around and with one hand popped the hooks on the back of her bra. She pushed up off him when he let go. As she sat back up on his waist, he held onto the bra and it slid off her arms before she realized what he did.
'N size cups, I didn't even know they went that high.' he remarked as he read the label
She snatched it from him and said with a smirk ‘Oh, you’re pretty good at that. Kevin struggles a little getting the big hooks off.’ She laughed
‘Ew, let’s not talk about Kevin.’ He said
She smacked him playfully with the industrial sized bra 'I have to costum order these things. Pretty ones are really expensive at my size.'
He took a moment to admire her great boobs, the huge masses of lightly freckled, white skin were bigger than his head and hung in gravity defying orbs of firm flesh from her chest like overfull water baloons. Capping the ends were large, pink, nipples that look tantalizingly wide and quite perky. Every little movement she made jostled them but they always returned to their supple shape.
He brought his hands up to her boobs and cupped them, watching the skin turn white around where he squeezed. They felt so smooth, so soft in his palms. He dragged his hands around, leaving red hand prints wherever they left as she moaned softly to herself.
‘Feel good?’ he asked
‘Feels great. My tits are sooo sensitive.’ She said
He continued messaging her tits, saving the pert, pink nipples for last she began to grind her crotch on his bulge. Once he finished his ministrations, he seized the nipples between his fingers. He pinched and twisted them lightly, rolling them around his fingers and stroking the slick area around them. Gwen began moaning louder, breathing deeper and shaking her boobs before him even more as she did. He tore his gaze to look at his cousin and saw her green eyes closed and red lips open. He lifted the boobs by the nipples and let them go, watching them bounce around in front of him as she opened her eyes again, their green eyes meeting.
‘You’re really good at that.’ She said as she got off him
‘I like tits.’ He sighed as his dick got some relief
She stood beside the couch and slid off her suspenders, sending the mounds of her boobs all over her chest as she did so since they were no longer held by anything. He propped himself on his elbows to look at her as she got on her knees and went to his crotch. He wanted to protest, for this was the part that scared him the most about any sexual encounter.
What would she say when she saw how big his dick was? The thing was seriously 19 inches long and over six inches around. He imagined most women running in terror from it. Would Gwen want to, or even be able, to do anything with him?
She pulled apart the zipper and shimmied the trousers down enough to fish into the boxers.
‘It’s very hot in here.’ She said as her fingers found the base ‘give him some air.’
She began the hat trick of pulling out his schlong and after four tugs, pulled more and more out, bending it against its will. The tube of dick meat was bigger than a closed fist and rigged with veins all along the surface. After a few more tugs she got the head out and the bulbous mushroom tip spat out a wad of precum. The clear, runny fluid went down her hand as she stroked it a couple times to get the full size in shape.
‘Oooh, someone is ready to play.’ She said with a smile
‘You’re not… scared?’ he asked
‘I’m terrified,’ she said, eyes on his megacock ‘look at the thing, it’s huge. I’ve only seen dicks like this on livestock and there is a reason they call my boyfriend Kevin Elevin.’
‘Again, ew.’ Said Ben
‘Sorry, habbit.’ She said as she stroked him with her dainty hands
At its full length 19 inches it had a slight downward bed to it. The whole thing looked like a monster with all its veins and the fist sized head looking like a smooth German army helmet. His balls were equally intimidating, hanging six inches down like tennis balls in a sacks. They produced a lot too, and after transformations he was usually leaking precum. Even with twice daily masturbations in the morning and evening, he had chronic erections and leaks. And when he came…
‘You’re not even slightly intimidated?’ he asked
‘It scares me to my core,’ she said with glee as she rubbed her cheek along it lovingly ‘and will probably pound me there too, but I want it soo much. I want this in me in all ways. I want you in me. It's fascinated me ever since I first saw it many years ago.’ She said
‘What?’ he asked
‘I saw very much of you on our summer trip. It amazed me although I didn’t know what it was for until much later. Kevin’s is nice, but yours is the one I want.’ She said
She bent at the back and neck with an open mouth and rocked his world. His cockhead was enveloped with wetness and warmth as she took him in her mouth. She jerked what was outside as she began sucking on his dick. She bobbed her head, licking around the tip when she was up and taking a lot of it down when she dropped. She became stuck on it as his head swelled even more and the flared edge around the glans bunched up behind her teeth and got stuck in her mouth. Still, she sucked and pumped on like it was her mission in life to gobble his dick.
Once he regained his composure he reached out and pulled the scrunchie from the back of her head, freeing her hair. He grabbed fistfuls of the red hair and used it to control the pace of her bobbing and so he could see her face clearly as she sucked him off. Her boobs rested on the couch besides them, pushed up against him as she reached over with her head to take in his cock.
As she sucked and slurped on his cock, drool began to slide down the sides as testament to her effort to swallow him whole. She spread it along his cock shaft with her hands as she spanked his monkey. She only got about six inches into her mouth and tried to throat him but it was simply too much. She gagged, wretched and spat every time she got the head past her trachea.
‘Well that’s not happening today big Ben.’ She said as she rose up onto her knees ‘but I think my tits can swallow you.’
She pulled his cock between her bodacious tatas, the tower of man meat cradled by the huge tits bigger than the biggest cantaloupes but smaller than the average watermelon. She pushed the tits together with her hands and ground her chest on his cock. It was a very nice sensation, not as strong as her mouth but certainly covering more area.
He pushed himself up into a sitting position and she put her elbows on both sides of his knees. He began lighting rocking his hips, the monolithic dick jutting from the twin peaks of her huge tits flopping in the air as she pushed her tits up and down it. She brought her bright green eyes up to his and stuck out her tongue, licking the dickhead each time it came near her mouth. He reached out and began playing with her hair again, messing it up and straightening the long red locks with his hands.
He dropped his hands to her boobs, taking her place with them and fondling her love pillows. He groped and squeezed them, smiling at the oblong shapes they took as he did so. He began shuffling them around his dick as he pumped his hips. She reached down and grabbed his balls with her now free hands, tugging on them lightly and sifting them around in her hands. He got over eager and thrust forward, knocking her back and falling over. He peeled off his pants as she got up on her elbows to watch him undress. Once free of the jeans, he walked to her.
‘No, NO. Please, oh god no!’ she said out in mock horror as she pushed herself away on her hands and feet
As he walked towards her, the giant fuckstick wobbled in the air in front of him, dripping translucent drops of precum and saliva as he approached.
‘Where do you think you’re going?’ he asked in jest as he continued following her on foot
‘Please, keep that monster away from me.’ She sang as she covered her eyes and curled up to shake in fear at his approach
He stepped over her and straddled her chest.
‘Too late, it already got you.’ He laughed
It sank between her firm tits by its own weight and fell in place, being swallowed whole by the masses and resting there as if that were its home.
‘Looks like I got it.’ She said back with a giggle
Ben leaned forward and began pumping his hips, fucking her tits as she held them in place. The bulbous head mushed against her face several times and she made a game of trying to catch it with her mouth. Sometimes she managed to get the fist like head between her slick lips into the moist cavern of her loving mouth and most of the times he hit her on the face and spread some of her make up around her pretty, freckled white face.
Her tits wobbled and shuck like jello in an earthquake as his equally pale dick disturbed them with its fucking. He grabbed her tits by the faces, palms over the perky, erect nipples and held them there for him to pound as she held onto her bosom by the sides, all the abundant excess breast flesh wobbling between their fingers.
After enough of that he waited until she managed to catch his dick in her mouth and then got up on his knees and fell forward onto his hands like a wrestler sprawling. About 8 inches of giant trouser snake went into her gullet this way as she squealed around his dick. He went prone over her face, her eyes were wide with shock as her face turned up to lessen the angle of his dick lodge in her throat. His balls dragged up her tits and fell over his shaft onto her face when he came to a halt above her. She began swallowing in reflex and he could feel her throat clamp around his cock and the vibrations travel up his shaft.
He rocked back and forth over her, feeding more and more of his dick to her and stirring around what was stuck inside her. Her lips were stretched, her jaw looked broke open and he could see her neck bulging outwards as more of his megacock was crammed in. He saw tears falling from her wide open, shimmering green eyes and knew he was taking it too far and got up, pulling the dick pipe from her mouth with a slurping sound.
‘You fucking prick!’ she coughed and spat
‘You did great Gwen.’ He said as he kneeled over her, his dick dripping her own saliva onto her face
She slapped it out of the way and said ‘You’re lucky I love you and want this dick.’ She said
‘Then show the boys some love.’ He begged
He dangled his balls over her face and to his moderate surprise, felt a tongue on his sack as she began licking at the nuts that dangled over her face. She lapped and began sucking on the dangling organs as he stroked himself idly, smearing the saliva from her mouth as he did so.
She sucked one teste into her mouth and spat it out, then repeated with the other before trying and failing to get both in. But it was a pleasurable attempt.
‘Oh Ben, fuck me please.’ She begged as she reached up and began stroking his cock with him
He stood up and she sat up.
‘You sure?’ he asked again, letting the warmth creep back into his voice in place of the lustful bursts
‘I’ve been sure for years.’ She said with the same warmth, she was looking past his dick to his eyes
‘Well then let’s do this right.’ He said as he reached out
She took his hand and he helped her up.
'Xbox, turn off.' they both said and the set shut off
He lead her by the hand to his divided up bed room, his outward jutting cock pointng the way. Once they were on the other side, he closed the dividers to improve their own sense of privacy. Gwen crawled onto the bed, like a sexy panther crawl. She alternated her shoulders and wagged her ass for him, the skirt rising up and falling over her butt. He could now see that she was in fact wearing short panties, just the sheer mass in the cheeks of her bubble butt swallowed them up.
They were as white as the rest of her and he wanted to redden them with hand prints but had to get the lights to fit the mood. He walked around and used the touch pad on the wall to lower the lights to a very low level. The shining light from the moon and city outside gave them the rest of the lighting they needed.
She sat back on her elbows and spread her legs as he walked back around to the head of the bed while taking off his shirt. When he looked back, she gave him a smirk and a wink. If there was any doubt as to what she wanted, it wasn’t evident.
He got on the bed and walked to her on his knees, falling forward just short of her to get between her legs. From there he reached out and grabbed the waist band of her panties. He peeled them down and off, hearing a sticky slipping sound as the fabric was unstuck from the matt of thin, red hair around her pussy. She was dripping wet down there and it got worse as he pulled them down her toned, athletic legs.
He left the long, white socks and skirt on because they excited him. So did her smell, he brought his head to her crotch and inhaled deeply.
‘Ben, what are you-‘ she asked, unsure for the first time as he snaked his arms under her legs and grabbed her hips
He shoved his tongue between the lips of her vagina. She lost her breath as she cooed, he began lapping like a dog, lathering the lips with the strong muscle of his mouth. He wagged his tongue around her nether region and invaded the tunnel with it, licking all over her cooch inside and out. He sucked up the sweet nector of her netherflower as he used all aspects of his mouth to please her joybox. As he face fucked her cunt, his nose brushed against a nub above her slit and that got her from moaning to howling.
He figured the rest out and went to licking that nub, flicking and suckling it to Gwen’s enjoyment. He savoured the sweet taste and smell of her juices as he went to town eating his cousin out.
‘Uhn- no one… no one has ever eaten me out before…’ she groaned as she ground her crotch in his face
He smiled, happy to reach a level Kevin never did. He began probing her slit again with his tongue and used the fingers and thumb of his left hand to work her increasingly swollen clit.
‘Fuck, fuck- fuck me Ben!’ she screamed as she began to shake
He pulled his face from her crotch and looked up, unable to see her face past her tits. He got up onto his knees and closed the distance. She was now flushed and panting, and in the troughs of pleasure threw off what remained of her tops.
‘Come on Ben, you’ve wanted this since you first found out what that was for.’ She spat
‘Gwen.’ He said, leaning over her
He could see her face between the mounds of her tits again. Her hair was a mess and stuck to her face with sweat and her eyes were wide, her lips were quivering.
‘We’re crossing a line.’ He said
‘We crossed that line when I blew you. Go big or go home right? Well now you home is in this pussy.’ She said
He liked the sound of that and angled his cock monster at her cooch.
‘There’s no turning back.’ he said again, wanting to be absolutely sure
‘I don’t want to go back. I want to be yours.’ She urged
Green eyes peering into green, he thrust. Hot, tight lips clamped onto his dick as he advanced, pushing through the muscles of her nether region like a sticky, sexy drill as she buckled down around him. Her legs closed and locked behind his butt as her back arched. She screamed a long, drawn out scream as he traversed her lower body with his penis and displaced everything in her core with his mammoth dong.
Her tits bounced around in front of him as he eased in, amazed at how loose, wet and ready she was for him. It was beyond anything he ever imagined. He thought he’d loose his virginity to Kai or Lucy but now that he was nearly balls deep in Gwen, he couldn’t remember a time where that didn’t seem right. He was a little bothered by the knowledge that he wasn’t her first, but she’d be his now, forever.
He bottomed out in her, his balls bouncing off the cleft of her ass as she began spasming, trying to catch her breath. Her tits wobbled before him and he just had to bury his face in them. He slid his arms under her shoulders and pushed his face into the bountiful cleavage. One head in her tits and the other in her snatch, he was in the heaven that was her body as she got used to him.
‘Oh Ben, fuck- you’re so huge.’ She said
He began rocking his hips, churning his fuckstick inside her without removing it as she began pushing her tits around his head. His face was obscured by the warm tit meat that blocked all light and sound. He wished he could fall asleep in her as his dick was squeezed by the super hot muscles of her tight body, head nestled in the warm pillows of her breasts. It was the most amazing sensation he’d ever experienced.
‘You’re soo tight Gwen. So hot.’ He moaned into her chest
She began bouncing back against him and he knew it was time to start up. He pulled his head from her chest and stood on his knees. He began pulling out slowly as she caught her breath and then thrust in an instant, knocking it back out of her. His pace picked up, drawing out slow and pounding back. His thrust determined her breathing as his dick punched her diaphragm through her gut with each fuck.
“oh- OH-ooooh, Benjamin. Fuck- yeas, pound it.’ She groaned
He could only grit his teeth and try not to cum, clenching with his penile muscles to keep this wonderful sensation going as long as possible. He stopped moving and grabbed her hips, pulling her back and rolling her up so he could thrust into her easier and to buy time to calm down as he rode her rotten.
He battered her with his dinasouric dong, balls making smacking sounds as they rocked off her ass cheeks. He began grunting along like a beast, joining her choir of breathy shrieks as she was stuffed like a civil war cannon. Those sounds were joined by the slurping sloshing sound of love juices and air escaping their joined sexes as they fucked with reckless abandon. She tried to contain her generous bosom with her hands as their bodies rocked against each other hard and fast, but there was simply too much tit meat to hold.
‘Oh, Gwen… ugh… you’re right… I’ve wanted this since before I know I wanted it.’ He groaned
They locked eyes again, green into greens, and the physical connection became more emotional. He began pounding into his cousin with a reckless abandon, no longer caring for holding his orgasm at bay as they lost themselves in their eyes. She let go of her boobs to wrap her arms around his chest, holding him to them as she began to shudder and shake.
'Ben- oh, oooh... fuck. I... I love you...'
She began whimpering variations of those words and he could feel her getting hotter and tighter until her breath caught
‘I... I’m…' She closed her eyes and started groaning ‘cuuummmming!’
Her whole body rocked and her legs tensed, pulling him in with a strength afforded by her gymnastics and martial arts training. He bottomed out in her as her hot, wet, twat got even tighter and began milking him with contractions. Her scream became wordless as she went from tense to loose and started shaking and quivering in orgasmic bliss. Her pussy contracted around him and brought him even closer to his edge as he thrust against the constricting love tunnel.
Then to his amazement, there began a gushing of fluid from her nipples. A spurt at first and then a steady stream of creamy, white milk erupted from the swollen, pointed nipples of her chest. The great tits began to run white with the milk as she shuddered and squealed. As she rode down the wave of her orgasm that was accompanied by a wave of milk from her breasts, she began breathing in huffs again. She was grinding against him again in no time to meet his thrusts as her eyes opened again and found his.
‘Oh Ben, I… I…’
She struggled to find words and he saw that her face was red and he didn’t think it was entirely from her orgasm. She was clearly embarrassed by the lactation. He continued riding her at a much slower pace, his attention dominated by the secretions of her breasts. With his right hand he reached down and stroked her boob, gathering some of the cream onto his hand and brought it to his face. He licked it up and smirked, it tasted very sweat and was pretty thick.
‘It’s okay, actually I think it’s kind of hot.’ He said
He had no idea that was going to happen or even how it was possable, but it was a very erotic sight and gave him many ideas for more fun things to do in the future. He continued pounding her into the bed and shaking the whole thing with his tectonic thrusts that stretched her inside but he continued to look in amazement at the stream of running creamy milk from her breasts. They ran down the sides along paths of least resistance, shooting out like small holes in a water hose from around the nipple and collecting between her boobs and besides her on the bed.
He ran his hands along her breasts, smearing the white fluid along the surface of her warm, smooth white tits. The freckles were obscured as he did this since the fresh milk was as white as her skin. It was as warm as her body too. He pinched and squeezed the nipples, earning ecstatic moans from her as even more milk was squirting out.
‘Man Gwen, your tits were full.’ He exclaimed as he drove into her
The sights and scents were driving him back to the edge and he let go of her boobs. He returned his hands to her sides so he could grab her hip bones from around her thin waist and control her position as he prepared to buck like a dog in heat.
The slurping sound resumed as he crammed a foot and a half of bat sized dickmeat into his cousin’s hot, tight cunt. Fluids from their combined love making seeped between the small gap his thrusting made as their thighs slapped together. Ripples were send up the loose flesh of her thighs and ass as he went to pound town and rocked her still leaking tits on her chest. She was huffing and puffing, no longer making words as her eyes glazed over in post orgasmic bliss.
‘Gwen, I’m cumming too.’ He warned
It was mainly to be nice as there was nothing she could do. He came like a tidal wave, his legs locking and knees going week. He collapsed into her, melting in her body as the stream of white man juice tore through his piss pump. His face fell sideways between her boobs and she held his head there, fingers entwining in his curly brown hair. His balls lifted up as they emptied their load into his cousin, sealing their indecency.
He twitched and kicked as his sensitive cock got all numb with pins and needles in her cunt, the lady muscles squeezing the life out of his overstimulated prick. He pushed off with his hands as his legs were out, pulling the massive member from her vag. It was like another gross magic trick, a long rope of wilting dick flesh was pulled from the gaped hole of her nether region. As he pulled out there was a concoction of cum from both of them that gushed out. She sighed in relief as the pressure eased, he pumped an immeasurable but abundant amount into her. The flood was unleased when his still swollen cockhead was removed and white, frothy spunk shot out from between her legs like a crushed jelly doughnut.
His withering dick was still outpouring cum, now in a small stream instead of substantial bursts, but it was fading into a trickling drip as he crawled over and beside her. He fell into her and the cousins cuddled like they had years before.
They caught their breath in silence, basking in the pleasure and outpour of emotions pent up for years. His dick finished cumming after a while and the whole thing shriveled up to 12 inches like a docile, sleeping snake ready to strike again. Her boobs also stopped leaking but the slimy milk got everywhere in his bed. He didn’t care and she was far too numb from pleasure and the fuck to give one either.
‘So what happens now?’ she asked
He silenced her with a kiss. Not a passionate kiss but a romantic, sensual one between the cousins. He didn’t answer because he didn’t have an answer, but the kiss seemed to communicate his loving intent and the two drifted to sleep tight in each other’s embrace.

Thank you for reading, please review for others and let me know how I did, further questions, suggestions, discussion and comments can be made at my thread. http://www2.adult-fanfiction.org/forum/index.php/topic/60592-praetors-discussion-thread/
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Ben 10: Omniharem	By : Praetor Category: +1 through F > Ben 10 Omniverse Views: 112858 -:- Recommendations : 0 -:- Currently Reading : 5
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Ben 10: Omniharem