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Bwen and Gwen	By : TimedWatcher Category: +1 through F > Ben 10 Views: 39421 -:- Recommendations : 3 -:- Currently Reading : 3
Disclaimer: I do not own Ben 10, nor the characters from it. I do not make any money from the writing of this story.

Chapter List
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You and Gwen tongue kissed aggressively and obviously, as you both looked to a begging and caged Bwen, who held her hands together in a prayer like fashion. "Please, may I join in soon?"
You and Gwen stopped frenching for a moment, looking to eachother instead of Bwen.
Then you and Gwen both shook your heads in sync. "Nah."
Your rutting continued as Bwen pushed two fingers into the pelvic point where her pussy would have been, her cage rattling as she rubbed the spot in frustration.
=================
In school, they walked near one another, but not side by side.
"My dad's coming down from the oil rig, so I'm gonna be staying at your place for awhile."
"Uh... okay." Ben agreed without asking the how or why, his brain hardly working in his presence -- but Ben did wonder why he didn't just stay with Gwen. He then verbalized that thought.
"No way. I don't like her knowing about that kind of stuff in my life." He threw the strap of his backpack tighter to his shoulder.
"Oh..." Ben started trailing behind the older boy like a lost puppy, as Ben realised he knew something that Gwen didn't. That made Ben smile, and made him move lighter with air to catch up with him.
The rest of Ben's day flew by, as he could only think of one thing. One person.
Ben normally hated taking baths, but tonight, he was gonna be squeaky clean.
KNOCK KNOCK "Hey twerp, other people gotta bathe too!" Ben smirked, letting a cascade of droplets flow through his fingers, wishing he could brag about why he was taking so long, as he rinsed the back of his neck.
Ben sat with anticipation, his heart racing, staring out through the pane of glass. That's when the knotted up bed sheet became taut, and before long, he heard a light rapping at his window. Ben moved in a clumsy rush to greet him, allowing this near stranger into his room. He landed on the floor, but quickly ascended, standing tall -- so much taller than Ben that his brain stopped working, wanting to do whatever the older boy asked.
Ben's heels clicked together as he saw him begin to undress. Ben pulled at the corner of his own shirt, ready to join him, but instead the older boy climbed into bed. "Hey, set the alarm to five thirty - I should be outta your hair before your parents notice me." He stated with a yawn.
Ben did as diligently as asked, watching the LED numbers run in a flash, only stopping to comment with worry. "What are you gonna do for so long before school?"
He actually hadn't thought about how he'd kill time. "I don't know. Hang out at the skate park near the mall."
Ben was warned to stay away from that skate park, hearing how dangerous it was - but maybe with the teen at his side, he wouldn't have to worry - his chest thumping at the thought of them holding hands together there. Ben had to mentally kick himself -- no way he'd go for something like that. Ben hated that he'd do something like that with Gwen before even considering doing it with him. What was so different between them? They were both having sex with the older boy.
"So like... do you want me to sleep on the floor?" Ben asked disappointedly, but hid it as best he could.
He looked at Ben, thinking about the offer.
He made his intentions clear by rolling over, allowing some space for the kid - and Ben was almost too giddy in his response, kicking off his shoes violently in flips. Ben considered doing some kind of striptease for Gwen's boyfriend, but he felt like his body wasn't sexy enough to warrant it like hers was.
Ben pressed down his hands, as he crawled in, and he could feel the weighted imprint the older boy left on his side. Ben wondered if he could have an 'oops I slipped' moment because of it, and fall ever closer to him, but he tried to be normal and not weird, going to his designated spot, his head falling onto his other pillow.
Ben expected the sex to start any moment, and was prepared. Ben's chin tilted, staring at the back of the neck of the shirtless man in bed with him, who had pulled the covers up over himself, and turned towards the wall. Ben admired his size, looking and feeling gigantic compared to himself - the memory of Ben being manhandled by him both times imprinted with a sear in his brain. Yeah, Ben could turn into aliens and stuff, but he was just naturally cool like this. Ben didn't think for a second he'd grow up into someone like him, but instead, wanted to... he wasn't sure how to say it, as the butterflies in his stomach made his head swim with warm lust.
An hour went by and still, nothing happened. Ben closed in, trying his best to not so much wrap his arms around him, but just... touch him, at least - to let him know he was ready for anything. Ben pawed at his man-meat, measuring the girth that existed in his underpants, all while his hand swiped across his tiny bulge in his tighty whities, not touching it like the way he was stroking Gwen's boyfriend, because it didn't even come close to competing.
"Hey, fuck off."
Ben couldn't believe it. He yanked his own grip away. He nearly teared up with his mouth agape. He wanted to apologize, but it felt like saying anything or doing anything more would make him angrier.
Hours passed staring through watered vision, still expecting violent reprise, but soon even a tired boy like Ben couldn't take it anymore and drifted off.
It was a dreary day for Ben, feeling beat up without even a punch thrown.
But when he approached, Ben wanted to run and hide. Instead, he stood glued to the spot as this goliath had his sights set on him. "Hey, sorry if I was rude last night." As he lowered his head, his voice got more quiet, more serious. "Look you little fag, I can do you anytime I want. I'm just being nice. Consider it a vacation." He then dug his finger into Ben's chest, sending him backwards. Ben rubbed the smarting spot through his shirt, looking at it, then to the older boy.
=================
Ben stood in Gwen's room, struggling with the idea of what she had and what he didn't.
Ben pulled on drawer after drawer, shaking the tabletop mirror, knocking down glass vials that would need to be put back up so it wouldn't look like he had been rummaging. That's when he found what he was looking for: Gwen's underpants - they were all supremely girly, with baby blue bears and other kiddie designs. They weren't what he wanted. Ben dug deeper, and he spotted gold, his mouth open. Gwen hid the sluttier designs away from prying eyes.
The purple thing looked like an eyepatch, and felt just as light as he dropped everything below his waistline to the floor, kicking his pants to the side. He hopped on one foot trying to find his foot, before stepping firmly down - thankfully without ripping it to shreds. Gwen's hips were smaller than his, so the thing snapped on tight, squeezing his testes into a coin purse, and restricting his penis into a tiny point back into his own body. His young stringy boy body looking wrong in the girlish undies. Ben threw off his shirt, and used his fingers to push and prop up the skin in his chest, getting a vaguely feminine shape, but it still wasn't enough.
Just as quickly as he put them on, did he just as quickly want to rip them off and pretend he had never done this - he lacked that certain je ne sais quoi Gwen had. He felt... ugly - but a certain angle caught his eye, as he rested his right knee forward, his toe on its tips. He then moved his wrists in a swish, similar to how Gwen might, before leaving it as an open palm at his side, looking dainty.
There was a banging noise from somewhere in the house, and he scrambled, putting the makeup back in place, but Ben froze up as he looked at the shining plastic like colors that resided in them. Ben took the pinkest shade of lipstick she had, then puckered up his face like he was gonna kiss a cute boy... girl, he meant girl! - and applied it to his lips. Ben loved the waxy feel of the applicator, as he popped his lips into Gwen's mirror like he had seen his mom once do, making sure the coverage was solidly spread -- his lips felt fatter and less thin, and even he wanted to kiss them. He then moved on to the duster, and applied a softening foundation along his features that made him seem younger and even more spritely. Oh, and he couldn't forget his nails, as he turned them a turquoise shade...
=================
As you shut the window, you saw that Ben was already in bed. Good for you, because you didn't want any of the awkwardness.
As you pulled the sheet, you saw something strange, but weren't sure entirely. That's when you ripped the rest of the sheet off, exposing Ben. "What the hell-" Your voice got caught in a lump in your throat as you stared at the vision before you. The young boy was all slutted out in high waisted purple panties that were crested with flowery designs and a tummy exposing half shirt.
A sheen of whorish makeup covered his face. The darkish purple shading on his eyelids made Ben even in his sleeping state erotic, as his pink skin looked even redder. Cold air ran over his bare thighs, and that stirred Ben awake, and that's when you noticed the sharp dark angles that contrasted his eyes. Did Gwen teach him to do this?
Your cock was about ready to punch a hole through your underwear.
Ben sat blinking, trying to think of something sexy to say. Trying to be like Gwen -- but his mind read blank. His worst fears were calmed as you lunged for him.
You laid kisses upon Ben's cheek and down his neck; a hint of strawberry flavor in your nose and mouth. Ben giggled in a higher pitch than you were expecting, reminding you of Gwen. Ben was overcome with joy, his blushing knees raising, wanting to wrap around you. You pulled in Ben's skull and neck, kissing him hard; mashing your lip to Ben's and felt that waxy applicated surface on his lips, as you rubbed the girly boy's groin through the soft feeling underwear - a taboo you thought you'd never cross with Ben, but in the heat of the moment, cared very little for that rule, knowing that even if he grew to be ten inches, that Ben would still be your bitch.
Ben felt like an adult when you kissed him like this - but not like an adult male - but an adult... "OOP!" Ben's new higher pitched demeanor reacted as you twisted him by his ankle. Throwing Ben around and onto his stomach, he reacted like he had been trained; his spine arched in anticipation. Ben willingly splayed himself further, going into an upside down V for you. Ben got excited, his thingie growing, but his tight pantied prison restricted it into nothingness, which oddly, is what Ben preferred.
The high rise panties were wedged into Ben's boybutt, resembling a thong as his two cheeks started to glow from the bloodrush with it snug in like that. He reminded you of Gwen in so many ways.
Clawing your hands into the elastics, you stripped Ben, and part of Ben worried that you'd see 'it', and he didn't want you to see 'it', as Ben thought looking like Gwen was what you wanted, so he wiggled his bottom, downwards, which served to cover up his groin.
You split Ben's cheeks down the middle, spying at the young pink hole, before squishing them together, enjoying the look of them even without his starfish visible, but the image was striking with how much he looked like Gwen with his back to you - he desperately needed an orange wig to complete the illusion however.
Wordlessly and breathlessly, you whipped yourself out and climbed up on top of Ben, making your presence known as you gave him the full brunt of your weight of your body and your dong. You ground into him, feeling the soft pliableness of each cheek, marking them with precummy splotches. "Ready?"
Ben sunk his teeth into his lower lip as he grabbed hold of each cheek, internally counting several seconds in his head, then presented himself out to you in a spread, a relief falling over him as he exposed his 'pussy' to you in full, which was a lot less humiliating for him without Gwen here to do it for him. You again, admired the shape; it wasn't a ring, but more like a tight oval that still seemed too tight for entry. You had thought you'd have trained him fully by now -- maybe you'd have to tell the little homo to start fingering himself like Gwen would over the phone while she was talking to you.
You pressed against him, already feeling the squeeze as it fought back against your entry. You struggled with Ben, trying to keep him in place, though he was more or less just being pushed away by your steel tip. Using your weight, you landed with a puncture, your head shoving in, and the rest of your shaft soon following, as you brought his skinny ass back into yourself by his hips. Ben accepted the discomfort of your cock, your kissing from earlier a high that numbed the pain, even as he wanted to tap out and roll away, your body closing into his was everything Ben wanted. "Oh god, your ass is fucking tight." You growled.
Ben beamed, hoping you would follow up those words with 'much tighter than Gwen!'.
Instead, you began to fuck Ben. You watched his anus almost suction to you as you retrieved yourself before stuffing Ben again. Ben reached back, touching your hips and thighs, trying to grip onto you, but his fingers would get shook away by your thrusting efforts, and Ben eventually gave up, using his hands to prop up the pillow for comfort instead. Your balls smacked with righteousness as you sped up your pace, to you, it was a skin to skin sounding reminder of Ben's place beneath you, but Ben was too into what was going on to even notice it was a bad thing.
Your hands felt up his ribs and his skinny body. You groped Ben's chest, expecting firming buds like Gwen's, but instead found nothing but flat sinew that defined his supple boyness along with stiff nipples that you couldn't help but play with; the diamond-like sharpness as you bumped the surface caused Ben's anus to convulse at the swirling pinches you laid upon them, your hands almost locking down on them like clothespins.
"Ugh, does it, feel, ugh... good?" He scratched out.
You nudged his side, resulting in an even girlier moan. "Shut it you little fag," before you stuffed his face into the pillow. You hated when he talked. Ben was lucky you didn't make him wear a paperbag. He was just the pathetic bitchboy made to make you feel good.
'I'm not... a... fag...' Was what Ben wanted to say, but instead, he squealed in delight. Ben's little toes curled as the violating assault continued, the whole of his foot almost becoming C shaped, and raising in tandem with your more hurried pumps, before Ben was on his stomach and knees, legs totally in the air, wanting to wrap them around your ass so you could never leave him.
You fell on top of him, which was like a spike of pain to Ben, his eyes tearing up. "Aaaaugh." You groaned with a moist breath into his ear, firing off inside him, your dick burying even further, making sure every inch of his inner walls was covered by spunk.
"Uhn, uhn, uhn!" Ben responded with bitchy whines after every gushing hump from you, as Ben cherished the hurt as your cum soothed his irritated red hole like medicine - his pathetic weenie began to leak strand after strand, creating a tiny wet dot just barely visible on the outside of his purple panties.
You both laid together, and it was almost nice to you with his brain shut off, as Ben just kept his mouth shut.
Cock still wedged in Ben's asshole, you rose to your knees the victor over the pathetic loser bitch boy. You stared down into Ben's sweat filled back, his shoulderblades sharp, his body exhaling, his head cocked and eyes half lidded. Even though you were sure you were finished, as you extracted yourself from his pussy, you spat out some last minute seed that glistened his blushing red buttocks.
Ben got real uptight, his legs locked as he tried to hold in your stuff, not wanting to let your seed spill out for even a second - the full feeling it gave him was like... real warm, and sloshy. It made him woozy in a good way, like the butterflies he got whenever you were nearby - but you got down closer and forced Ben's sloppy bunghole into a gape, watching the portal wince, as your goo frothed out from him -- but just as quickly as you opened him up, you sealed it closed; his flesh colored buns with a squirting bit of white essence escaping from the sandwich you had made.
That cream filled doughnut of his oozed like crazy - you hadn't even visited Gwen in the interim, so it made sense as to why you were so pent up and did some things you regret post-nut like kissing the little fag. Then again, in all that makeup and shit, he was basically a woman to you, so you weren't hung up on it too much. Ben looked up to you sneakily, like he was expecting some kind words, but didn't want to seem like he was desperate for your approval. You scruffed the brown haired boy. "You just might make me forget Gwen." You lied.
You could instantly feel his heart begin to race as you laid beside him.
=================
From just sleeping next to eachother, Ben felt him shift. The older boy then disturbed his sleep by putting Ben into the spoon position, his strong arm wrapped around Ben's pelvis, and his cock slipping and sliding at his entrance like a seesaw. Ben liked the feeling, but felt tired from earlier. Ben tried to lay still and pretend he was still asleep, but he didn't seem to care. That's when his head began to knock. "Ow ow ow, stop." Ben cried.
His struggling noodle arms tried to fight back, but were quickly wrenched behind his back. "No I- not again, man." His male voice bled through his attempt to be the feminine waif Gwen's boyfriend desired, looking scared instead of lustful like earlier.
He was in Ben's ear, and even though it was near quiet, it was just as violent as if he had shouted it. "Shut up."
Peeking in, he shunted with a grunt. Ben's eyes widened to their fullest; his neck twisted and his hair ran swiftly and silently against the pillow every whichway it could, as the strong force attached to his middle kept him in place as he was fed more and more of the older boy's meat. Ben's hole was stretched well into the night, his teary eyes doing nothing to dissuade the man's actions. Ben could feel his makeup begin to run - and what was once his triumphant ascendance to femininity, was just now a sweaty, grimy, clownish mark of his failure at being a boy.
The older boy unloaded with a deep poking stab into his guts.
He wanted to wash it all away.
But Ben could only wonder why he just didn't call out or scream, as somebody in the house would have come to his rescue.
=================
Gwen checked the clean laundry again and again. She was missing some clothes, and on top of that, it was clear someone was rummaging through her makeup... of course she wanted to blame Ben, but who else could be responsible?
But if he was... why was he doing it?
Then, she got a wicked idea.
If Ben wanted to play pretend, she'd have to do it in front of her boyfriend...
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Bwen and Gwen