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The Irresistible Ben 10	By : PopNFresh Category: +1 through F > Ben 10 Views: 78060 -:- Recommendations : 0 -:- Currently Reading : 2
Disclaimer: I do not own Ben 10, nor any of the characters from it. I do not make any money from the writing of this story.

Chapter List
- 1-The Irresistible Ben 10
- 2-Remembrance
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Chapter 2: Remembrance

Gwen awoke groggily the next morning. Slowly rolling over in bed to snuggle up closer to the oddly comforting warth that was sharing the bed with her. Allowing this persons arms to wrap around her.

Her eyes flew open and her heart started racing as memories from the past night came flooding back to her. The intinsity of Ben's every touch. The taste of him sliding down her throught. The incomparable extasy of having her cousin's masive cock buried deep within her.

She shuddered. God, just thinking about it was getting her turned on. Gwen had to get away before she lost control of herself. Before she did the unthinkable and had sex with her cousin, again. Slowly crawling out of bed, trying not to disturb Ben and make things even worse than they already were, Gwen retrived a towel from the drawers in their shared room in the Rust Bucket and went the take a shower.

'I've got to figure this out. There has to be a reason that I would do something so irresponsible', thought Gwen as she wrapped the towel around her naked form and went out into the hall and entered into the small bathroom in the RV. She let out a heavy sigh as she leaned against the door, trying to focus her mind on exactly how things had happened last night. She could remember helping with the map, and Grandpa Max leaving to get fire wood, he must have thought that they had just gone to bed while he was out. 'I guess that's not too far off', she thought sourly, remembering that she had been thirsty not long after and gone to the fridge to get a drink. Then Ben had come out of their room, and he'd just start to stare at her.

She remembered her first reaction was to turn and start yelling at him for being a dweeb. Yeah, that was what she had really wanted to do. But. Something had stopped her. Like this tiny nawing in her head, that turned slowly, subtly took control from her and left her spasming in extasy, begging for, willing to do anything that voice said just to get it. Even now she could feel the traces of that voice pushing her to do things she would never have considered, things that seemed so wrong.

She was getting visions of what she could do with her still sleeping cousin in the other room. Maybe if she could just get this out of her system before Ben woke up she'd be ok for the rest of the day. All she'd have to do is sneak back into their room and... NO! She had to stop this. All of those things were so wrong, she couldn't let this lust control her life. God, this conflict was tearing her up she had to do something to get her mind off of these things. Turning toward the shower that she'd origionally come for Gwen decided to try and meditate on it a bit more while she washed away the filth of last nights activities.

Letting the water pour over and relax her mind she began her dayly ritual of washing out her hair and scrubbing off her body. Free from the thoughts of sex and pleasure for the moment, Gwen started to consider what she could d with the rest of her day. She would have to try to avoid Ben as much as possible, that was certain. But at the same time she needed something that could keep her preocupied enough that she wouldn't get tempted by the memories now haunting her. Just then she hear the familiar open and close of the bedroom door followed by footsteps out side.

Ben had just gotten himself up and moving, pulling on some pajama pants and checking the clock to see what time it was. '11:00, not bad for summer break,' he thought as he left his bedroom and went to get some breakfast. Filling a bowl with Sumo-O's and sitting down at the table he found a not left by Grandpa Max.

Ben & Gwen,

I'm going to the nearby store to get us some supplies.
I'll be back around 5 tonight.
Be good to each other, and no fighting while I'm gone.

-Max

'Aw man. Now I've got to spend the whole day putting up with Gwen and her bossy attitude. If only I could get her to just be quiet and let be do what I want for a change. Maybe I could get her to suck on my cock again. And then we could...' Ben froze in place as he realized what had just passed through his head. Where could that have come from? He remembered playing with the onitrix and finding a new switch, but it hadn't done anything so he'd decided to head outside for a bit. Then he got distracted by Gwen for some reason and, next thing he knew he was waking up the next day. Where had that whole day gone, and why did he feel like being so close to his cousin all of a sudden?

Meanwhile, Gwen had just finished with her shower and switched off the water. Stepping out of the small shower that the RV provided and drying her self with the towel she'd earlier left laying on the floor, she took a deep breath to steady her mind before opening the door and going to get changed.

The sight of his cousin in nothing but a towel was nothing new to Ben. In fact, he'd gotten used to seeing her like this every morning. So, what was it about this time that made him feel like he needed to touch her, kiss her. So many new things he wanted to do with her. Or, had he done this before? He couldn't remember, but something seemed so familiar about this.

Gwen could feel Ben's intent stare focused on her as she made her short treck for one room to another, and she found herself conflicted again. All she really wanted to do was go get some clothes on, but that voice was back again, trying to move her towards her cousin sitting only a few feet away. She could feel it gradually taking control again. The longer she stayed in the same place as Ben the more she was going to lose her self.

Ben was surprised to see his cousin quickly run inside of thier room and slam the door shut behind her. Did he do something wrong? She must just be ticked because she caught him staring. 'Stupid. Stupid. Stupid,' he though, 'How am I supposed to get close to her like this? It's not like I can just walk through walls... But I can turn into someone who can.' With that Ben open up the control of the Omnitrix, switched the selector to Ghost Freak and slapped down the plunger.

By the time Gwen had made it through the door she was a mess. Her breath was ragged, her nipples were so hard they could cut glass, and there was a waterfall of her juices running down her legs. There was no holding back her urges at this point, she had to have release. Rushing over to her bed and throwing open one of the drawers underneath. She retrived a 7 inch dildo that one of her friends had hidden in her luggage as a joke. It didn't matter why it was there now though, as she lay down on her bed and spread her legs wide in order to accept the rubber appendage.

Ben stood transform as the light faded away and the black and green form of Upgrade. “Not what I had in mind, but I can make this work,” he said as he flattened himself out and squezed his viewing eye through the crack under the door. Gwen was ramming herself through with a dildo that she'd apparently had hidden away somewhere with he right hand, while twisting one of her nipples in her left. Slowly Ben worked his still flat body across the the room and between Gwen's writhing form. Reaching out to the device she held in her hands and merging into it. There was a smile in his eye as Ben worked out just what he would do to his cousin.

Tremors went through her entire body as Gwen hit her orgasm. The sudden jerk from the fake cock inside of her catching her by surprise. Her mind struggling to maintain a grasp on reality through the feelings that were now soaring through her and getting stronger as the cock within her continued to fuck her relentlessly. Deep inside she knew that it was no longer her controlling the device, that it was seeming fucking her all on it's own. But, it all felt so good that she just didn't care anymore, as long as it kept going.

At this point Ben had made all sorts of modifications to the once simple sex toy. He'd started by making it a bit bigger, going up to ten inches long and two and a half wide, then he add some bumps and texturing to make it more realistic. After finishing those he started sending pulsing vibrations up and down the length of the device and making it pulsate in size just a bit. Then, to top things off he started to send electric shocks to stimulate Gwen directly. He was also able to tap into her nervous system, alowing him to, in a way, feel everything that she did.

Despite this Ben was begining to get bored with his simple assult on his cousin. Now sending out feelers all across her body, searching for new, more stimulating things he could be doing to her. Two of which latched on to her breasts and nipples using light shocks and vibrations to make Gwen cry out for more. Just as another feeler reached around to her rear entrance. Probing around a bit produced such a pleasureful response to shoot though Gwen's mind Ben thought he might just cum from the feedback, if he even can cum as Upgrade. Deciding this was the best place to explore further, he pumped some of the juices still flowing freely from her cunt onto the exterior of this feeler as he expaned it to make a six inch duplicate of the cock still fucking her.

At this point Gwen couldn't feel anthing other than the pleasure that had taken over mind and driven her to the brink of insanity. She'd given over all that she was to this new feeling, letting the slowly creeping claws of it's grasp drag her into a spasming oblivion of sheer bliss. She no longer had any will to anything else, all that matter was this feeling, and the best place to get it from was her very well endowed cousin.

Ben was staring to feel like Upgrades systems might just overload from the feedback he was getting from Gwen. He could almost see a countdown on when it would happen, and god did he want to know what that would feel like. Increasing his temp all around he could just faintly hear a familiar beeping sound coming from somewhere. It didn't matter. He was so close. Just a bit further and... In a flash of light Ben was back to his normal self, spooned up behind Gwen. One arm was wrapped around her toying with her breasts, while the other worked the now plain dildo in and out of her entrance. And his cock was buried deep within her ass, all fourteen inches, filling her intestines with his seed.

This sudden change took Gwen by complete surprise, causing her to loose all control of her senses. Everything turned white for her for a few minutes while she was overwhelmed by five consecutive orgasms, then everything went black as she lost consiousness.

Ben slumped over on top of his now unconsoius cousin, trying to catch his breath from that mind blowing experience. Looking up at the clock in their room to see it was five in the evening, just in time to hear the door to the Rust Bucket close.

A/N: It's been quite a few years since I've done any writing, but something just drew me back to this project that I'd left sitting here all those years ago. I don't know if I'll have the energy to do another chapter or not though. Thanks for all of the reviews, I hope you all liked it.
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The Irresistible Ben 10