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A Small Problem	By : englishwitch2003 Category: +1 through F > Ben 10 Views: 46480 -:- Recommendations : 0 -:- Currently Reading : 0
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-A Small Problem
- 2-Ch 2
- 1
- 2
Ben 10: Small problem.
Englishwitch
Disclaimer: 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 2

Ben closed the bathroom door calmly and walked toward the door. He needed some fresh air. Some fresh air and he would be fine.

He didn't get five paces before he dropped to his knees, groaning in pain. His hands shot to his groin. He could feel the hardness fighting against the material of his jeans. His cock was so hard it hurt, hurt right up into his belly with a deep pulsing throb. He had never hurt like this before. He had never been this hard before.
Fumbling fingers struggled and fought. Victory as the button of his jeans popped open. Swift as XLR8 his jeans and underwear were around his knees. Five inches of rigid flesh was grateful for release. Thick dark coloured veins pulsated in time with his heartbeat making the whole organ twitch. He had been hard before but not like this, never even anything close to this. He had never been so horny in his life. Gwen had driven him insane with lust.

He couldn't wait another second. His hand gripped his prick and started to rub and down along the hot shaft. This was no gentle 'lets get warmed up' rubbing, no, this was furious peak of desire 'I need to cum or I'll explode' rubbing. His arm moved almost at a blur. He moved deeply as the fire that had smouldered inside now rose up and wound through him furiously. His body was hot yet he felt cold. His thoughts broke down into images, simple but wonderful images.

Images of Gwen. Standing above him, playing with her dripping pussy. Squeezing her hard nipples as she moaned his name. Gwen kissing, licking and sucking the head of his cock. Throwing her head back and moaning deeply as he blew his load all over her face landing in her open mouth, running down her chin, splashing across her chest. She would put her hands up and rub his cream over her tits. Squeezing, rubbing and pinching her nipples and all the while her cunt would drip her juices. The lips pink and swollen, her clit harder than his cock was right now. She would beg him to fuck her. He would make her scream his name as they orgasmed ad he would keep on fucking her, keep on filling her with buckets of cum as she constantly begged for more.

Ben threw back his head, his back arched almost painfully as a powerfully violent orgasm shot through him.
“Oh Gwen!” He groaned deeply as his hot cum shot from his cock. It fired, actually fired out of him and flew 30 centimetres across the room before splatting into the motel carpet. Such a huge load. It looked like it could fill a shot glass. Ben hardly noticed. He was too busy riding his orgasm. He grunted and twitched as his hand slowed and lost rhythm as the climax faded. The fire was gone but the heat remained. He sat there for a few seconds trying to catch his breath as the afterglow of satisfaction rose up inside of him.
Nothing was said, not a sound was made. He just suddenly realised that he was not alone alone. Slowly Ben turned around and looked behind him.

Gwen stood in the bathroom doorway with wide eyes focussed not on Ben's face but on his slowly softening dick. Her body was still wet from her shower, her could see drops running down the gentle curve of her neck, past her collar bone and toward her breasts. She was wrapped loosely in a towel. She was holding the top of it tightly around her breasts with one hand but the other arm had strayed into the folds of the towel and was busy moving around between her legs. Ben couldn't see what that hand was doing from his angle, but it didn't take a genius to figure it out.

“How long have you been standing there?” He demanded. He knew he should be embarrassed, should be trying to cover himself, should be trying to pull his pants up but he didn't feel or do any of those things. Nor did Gwen make any attempt to stop fingering herself underneath her towel.

“Long enough to know you were thinking of me.”

Ben turned his whole body to face her, still not bothering to cover up. “After what you did to me its not like I had much of a choice. It'll be years before I can get that out of my head.”

Gwen's face started to turn red. Not a blush but a flush from her hidden activities. “Did I make you come Ben?” She was getting breathless in her tone. Her hand was moving faster than ever under her towel which was becoming looser by the second. Ben saw glimpses of upper thigh and the promise of more with each movement of her arm. He felt a stirring deep in his body. A part of him he had thought was put to bed was waking up again. “Did I make you come hard?” Gwen continued. She was leaning against the doorway now and wasn't holding the towel anymore, only sheer luck was keeping it in place. “As hard as you made me come?” She moaned. The towel had fallen open around her waist and Ben could see her pussy and her fingers dancing across the lips of her cunt. Her middle finger sliding in and out of her tight hole as her thumb rubbed hard against her clit. Ben's cock was hard again, not as hard as he had been but he was quickly getting there very quickly.

“Oh God.” She gasped. “Oh, I thought me head would explode. Was it like that for you Ben? Was it that hard? Did you come thinking of me? My body.” She stopped her action and let her hand drop from her pussy, wiping it on the towel. Her eyes drifted downwards to Ben's cock it looked so hard, so wonderful.

One hand reached up and pulled the towel. The covering dropped to the floor and revealed her naked body to him completely. “Oh God Ben I can't stop thinking about It. Oh, you made me come so hard. It makes me so horny just thinking about it. Do I make you hard Ben? Does my body made you horny? Does it? Do you want to come thinking of me like I want to come thinking of you?”

“Oh God yes.” He practically yelled at her. Gwen almost squealed and threw herself forward onto the carpet in front of Ben. She looked constantly down at his cock with trembling hands. Ben was just as nervous as she was but took the initiative. His hands found their way to her breasts and he placed his hand on them. After a couple of seconds he started to move them, squeezing them gently and feeling her hard nipple press into his palm. Gwen hummed softly to herself and a smile spread on her face. Her hands found their motion and they guided themselves down to Ben's dick. She almost dreaded to touch it. Was she really doing this? Yes she was. She was too horny to turn back. What she had done with him had driven her wild just thinking about it made her cunt tingle deep inside, deeper than any of her fingers could reach. She had a feeling he was the same way. Neither of them had the power to stop even if they wanted to, but stopping was the very last thing of Gwen's mind.

Her fingers brushed along Ben's shaft, gently feeling each throbbing vein and the heat coming off the organ. Ben loved the feeling of her fingers delicately teasing the feelings out of his dick. He pinched one her nipple between two of her fingers, making her gasp. She felt the tingles rising up from her cunt and starting to spread across her body. She wanted more. She took his hand by the wrist and guided it downward toward her sex. Ben took the hint and moved down without her guidance. His fingers teased her slowly at first, brushing along the hot, wet, lips of her pussy. Gwen twitched and moaned lightly as his fingers probed deeper, almost annoyingly slow. He brushed her clit and she moaned louder and flinched as a spark of electricity went through her. She gripped his dick tighter in her hand and jerked it gently up and down. She could feel it twitching in her palm and feel the heat of the flesh. She couldn't wait any more.

Ben's patience collapsed just a second before her own did. He pushed himself forward, throwing himself at her. He pinned Gwen to the ground with his body weight and his hands pinning her arms to the floor by the wrists. She looked up at him, liking his dominence of her. She spread her legs automatically. “Hurry Ben. Make me cum. I can't fucking wait any more. If I don't cum I'm going to go insane.”

“I know what you mean.” Ben said as he guided his cock to her waiting twat. “I feel like my alls are going to explode.”

Ben thrust himself forward his hard rod penetrating deep into the slick hot folds of Gwen's tight cunt. Both of them gasped in pleasure as Gwen felt that cock suddenly invade her, stretching her insides in a way she had never known before and Ben felt her hot tightness wrap around his member. So hot and so tight her pussy was almost lovingly wrapped around him. They fit so perfectly into and around each other it was as if they were made for this shared pleasure.

Slowly. He had to move slowly or else he knew he would blow his load right then. Ben started to move his hips. Gwen closed her eyes and started to breath deeper and faster. Through her body she felt fire burning up and growing in intensity through her.

She gasped and tensed and he stopped, afraid that he was hurting her. Gwen shivered her breathing trembled. It felt so good. It was so much better than her fingers or what had happened in the bathroom. God it made her feel so wet to think about shoving her tiny cousin up inside her as a dildo. His every movement rubbing at her folds and driving her closer to an explosive orgasm. But this was so much better than that. A thousand, a million,and infinity better and he hadn't done anything more than ram his rod inside her. She could feel him deep, so very deep inside her she had never thought it possible. He filled her up so completely.

Ben's pace started to slowly build. The heat built between their bodies. They both started to groan as the powerful waves of pleasure started to churn and rise up through them. Gwen started to move, grinding her hips in pace with his thrusts. She could feel her g-spot rubbing on his dick. Lightning bolts fired through her with every delicate touch of that throbbing head. She could feel the dick twitching, pulsating inside her. Fire burned through her insides, radiating out from her pussy and spreading through to every inch of her body.

Ben and Gwen ground their hips in perfect automatic synch moaning and breathing heavily as they found their pace and felt their twin rockets of passions building, rising up towards a powerful ecstasy. Their bodies burned with desire and they were just lost in the ocean of delight. All thought and feeling was gone only these explosions of ecstasy made their universe. Their movements built up, becoming faster and faster. They moaned deeply and twitched as they both felt the waves of ecstasy crashing around inside them.

Gwen moaned deeply. She was so close she felt like she was going to explode. To her delight, she heard Ben's moans of pleasure deepen. He quickened to match her pace. His own climax was getting close. Both of them felt it, great pressures building up deeply inside them, pressures that were threatening to explode. That was how they felt, like they were just going to explode.

She could feel his dick twitching inside her. With every thrust her pussy felt more and more sensitive. His cock felt ten times bigger than before. She was so sensitive her cunt juices were running out of her like a river. She thought she was going to tear in two. Ben moaned and thrust all the harder as his balls tightened and a feeling of both pleasure and ecstatic pain gripped him. He almost couldn't breath!

Gwen threw her head back, her body arching almost painfully. “BEEEEEEEEENNNNNNNN” She screamed his name and clutched onto his shoulders as her powerful orgasm ripped her world in two. Her climax exploded upwards through her body from her pussy and crushed her brain. Nothing else existed but that second, that second when the heat and pain and pleasure and all things broke down into just the feeling that burned through her body.

Ben thrust upwards powerfully, burying every last inch of his cock inside her. He felt the powerful wet tightness of her pussy walls clamp around her as her juddering climax tore through her body, sending him over the edge. He cried out her name as he came as loud as she had screamed his own. She heard the deep groan rise in his throat as his orgasm took him. His balls blew their load with such force he felt it firing out of her somehow just as powerful as it had come out of him when he'd jacked off. Each spurt of the cum was like a bomb going off in his brain and he heard Gwen gasp beneath him as his dick fired into her. Her body stiffened and twitched with shocks of ecstasy as she felt his burning hot cum shooting up and spreading through her insides. So hot and creamy it felt so good. She could feel it covering every inch of her cunt, she really could feel it. It felt so wonderful.

They ground their hips a few more times to squeeze the last out of their climax's. But all too soon they collapsed into a heap as exhaustion took them. Ben felt the soft, hot walls of Gwen's cunt squeeze and pulsate as his cock twitched in time with their heartbeats. Hearts beating as one. They both just lay there, trying and failing to catch their breaths and feeling the shared heat and sweat between their bodies. They couldn't move and neither one of them wanted to move. They were just enjoying the feeling of satisfaction draw upon them like a blanket is drawn around a cold person. Ben loved the feeling of Gwen's cunt wrapped around his cock and Gwen adored feeling him inside her.

Inevitably they had to part, though the action was unwanted. Ben rolled to the side, off of Gwen. His cock left her cunt, leaving her with a feeling of emptiness in her that she didn't like and left him with a coolness and freedom around his cock that he didn't enjoy. He lay her her side and the two of them stared up at the ceiling as the sweat cooled from their bodies and they slowly managed to regain their breaths.

“That...” Ben began but didn't finish. His brain just wasn't working. He had forgotten all the words he ever knew.

“...Yeah.” Gwen agreed. She was in a similar situation. She managed a small smile. She could feel the warm mixture of her pussy juices and Ben's cum slowly mixing inside her, some of it ran out of her cunt lips and she felt it run down her body and onto the motel carpet. She shuddered lightly as a tiny aftershock tingle danced through her. It had been so much better than before. So intense. She had no idea people could feel like that without their heads exploding but it had happened. She smiled and her hand played lazily with her breast, her finger gently dancing around her nipple and the soft curves of her mound. “That was so amazing.” She said slowly. Her speech was coming back but her head still felt so weird, like it had been wrapped in cotton wool and struck with lightening. She also knew she couldn't stand. She didn't even have to try her legs to know they would be too weak to hold her. “oh, Ben I had no idea sex was like that. It was just...wow. Just wow. That's the only word for it. So intense. So powerful. Oh god Ben I think I love you. I mean if two people can make each other feel like that then they've got to belong together.” She waited but she was met with silence. “Ben?” She sat up and looked at him.

Ben's eyes were closed and his breathing was slow. She couldn't hardly believe what she was looking at until a slow and quiet snore emanated out of his nose.

Love, and confession of was instantly forgotten. All emotions were currently set back to normal. How dare he fall asleep on her. “BEEEENNN!” She screamed right into his ear.
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A Small Problem