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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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He was starting to develop a wicked headache and he blurted out the remedy. "Bwen, I need a stiff shot of something from my cabinet. Now make it snappy."
Gwen pushed down on his hand as she sweetly gave a request to Bwen. "Just a glass of clamato juice."
As she passed him by, he stopped her for a second, holding his curvy hips which she didn't have when she was Ben. He flipped up Bwen's recently freed little limp noodle like it were a light switch, holding it in the on position, checking underneath, because... something didn't look quite right.
"Where did her... nuts, go?" Calling them 'balls' would have been an insult to his. He then let her go, allowing the poor bitch to shuffle off to her task.
Gwen made a motion, clipping her two fingers together like scissors. "It's called an orchiectomy." Gwen started in a whisper, then she threw her head back with a look of disdain on her face. "The little FAG-" Bwen's knees buckled and his tip shot a wisp of clear liquid hearing herself be called that by the overbearing girl. "-got it as soon as he was eighteen." She then crossed her legs together, a hand planting above her heart. "Of course I helped her get it." She spoke with an unashamed arrogance. "I would NEVER leave family hanging..." Gwen going from insulting to sweet in a nanosecond was oddly a turn on.
"Hanging like a pair of nuts?" Gwen responded with a fake chortling, just so Bwen felt left out as she returned with the crimson filled glass.

=================

Ben took a cat like sprawl on his bed, bent over, unable to find a preferred position, going from stiff to loose, arms wide or perching him up. What Ben didn't change was the position of his butt, always aiming up and out to the imagined man he wished was standing there. Ben adjusted Gwen's pair of panties up his crotch again with a snap, feeling like he found the perfect position, swaying his hips.
Ben's feet bunched together and his toes curled, a phantom feel of his cock penetrating him. Ben squeezed his thighs together, trying to make his whole groin disappear. Ben fell forward, super frustrated. Flipping over, he reached into the tent he pitched. He then grabbed at his little weiner, making the purple head twitch as he squeezed on it. Pulling Gwen's undies down to his knees, he fell back.
Pulling on one of his cheeks, he released it again. Ben was still tentative about this, unsure if he wanted to actually touch the unsanitary area. Ben spent some time teasing himself, the idea of actually penetrating himself with his digit was still a scary prospect. Ben rubbed the sweat of his day into his pucker, going clockwise, a gritty feel to it that annoyed him, because it didn't at all feel as awkward when HE was doing it to him.
His neck cradled, his breath held tight, all his ribs visible, Ben plunged into himself, causing a scowl. Ben worked himself over with his middle finger, his teeth biting on his lip, a sharp exhale through his nose. "Ugh... damn, uh... ugh..." One of the few swears he would ever mutter out loud, but only in private. His little stiffness began to falter, falling limp before shrinking and he didn't understand why. Ben decided to add another finger in hopes it would help, a frustration building. His fingers swirled inside his sweltering asshole, only loving the feeling because it reminded him of Gwen's boyfriend, otherwise thinking it was gay and gross, and his wang agreed.
'Please visit soon.'
=================
Ben rushed inside, drenching the home in sun before shadowing it with the heavy door, tossing his backpack. Slumping down on the couch, he picked up the remote, ready to watch some after school cartoons.
*THWACK*
The magazine landed at the center of the coffee table, a lazy eyed expression drawn from Ben looking down at it and then the culprit. "What's this?"
"Just thought it'd be something you'd find more interesting." Gwen stood tall, her arms crossed in front of herself, her legs in an open stance. Gwen dipped forward, her finger tapping the cover with a knife's edge. "Here, I circled some for you."
It was a woman's fashion magazine; a woman stood in a lycra blue sun dress with floral patterns near where it ended, above her knees. Her long golden brown hair was tossed over her shoulder underneath a big floppy hat and a wide smile, her attention turned off frame, her eyes hidden behind a set of auburn sunglasses that reminded Ben of alien eyes. She stood out against the lush grassy hill, the contrast of the green color turned up in editing. Before, Ben thought of these as just white noise he had to dig through at the Dentist's office for the stuff he was actually interested in.
But now...
No.
Ben threw it back.
He wasn't like that. "Circled what?" Ben tried his best to sound disinterested, moving his head to the side, prepared to watch television over her shoulder.
The side of her mouth quirked up, already thinking up several ways to unleash the information she knew on Ben in nanoseconds. "Stealing my underwear is a new low -- even for you." She wagged a finger his way, but that same castigating digit flew back to her chin, as she looked off to the side. "Not that I blame you -- good taste must run in the family."
The clicker outwardly froze, his thumb moving away from the On/off. "H-huh?" Ben feigned ignorance. "I don't know what you're talking about!"
"Oh would you stop." Like she was on the prowl, she leapt onto the couch beside him, leaning over with a wide closed lip smile as Ben tried to hide his shamed expression by staring into his pantlegs. "I think I know... but I want YOU to tell me."
"You know... your uhm... boyfriend?"
Gwen darted her head up and down, feeling like she was two steps ahead of what he was gonna say. "Yah-uh huh!" She pressed her elbow into the back cushion, leaning in.
"I wanted to wear something that would uhm... impress him..." Ben remembered the little lie they shared. "If we met again, that is..."
Her jaw bolted open and she nearly guffawed. Ben saying it out loud and admitting it made her feel all tingly. She wasn't attracted to him or anything now, god no, but Ben had a glow about him that wasn't there before, and she didn't mean the slicing beam of light that bled through the crack of the curtain near the TV, turning patches of his brown hair an almost heavenly color. Gwen sucked in her lower lip, falling back into her seat, her feet kicking forward. "Hmmmm. It's been awhile since you've seen him, hasn't it?" Gwen stretched her arms. She shimmied on the spot, staring off and thinking about the possibilities. "Wouldn't it be great if there were two of us? Like we were twins?" She turned back to him. With the backs of her nails, Gwen attempted to adjust Ben's face, finding the angles of her. Gwen cut the air as she stood up then took Ben's hand. "Come on. I need to get in some practice."
=================
Her clothes were strewn about, creating a trail to her vanity. Her chair was turned away from the mirror. "Ow. Ow. Ow." With manic energy, she was going to town on his brown moptop in side swipes. Gwen was reminded of when Ben would get haircuts or when he had to get the lice out -- his fidgety boyishness making her roll her eyes, and unsurprisingly, made her feel a bit more mature.
"There." She hooked a green hairclip on his collected mass of hair that swooped into a knife's edge much like hers, but Ben's was on the left while hers was on the right. "Now. Let's do your makeup!" Ben winced underneath Gwen's implements of torture. Doing it himself was different than someone doing it to you. He felt like a doll being played with. Was Gwen just messing with him? And worse, could he trust Gwen to deliver on her boyfriend? Ben felt himself being turned. "Okay. You can open them now."
He wasn't sure if he wanted to.
Ben's eyelashes were now lustrous and thick, with drawn in black outlines for eyeshadow. His face glittered. His lips had a bubblegum glossiness. Gwen pinched Ben's shiny cheek like an annoying aunt. "OoOOoOmph!" She nearly jumped on the spot out of excitement. "He's gonna love you!" No matter how many times Gwen reassured him, a part of him still thought this was part of some big con that he was being strung along into. He could picture it. Ben sitting there, forced to watch as her BF screwed her, the both of them laughing like he was a clown.
Gwen hooked her arm around his shoulder, squishing his face before letting off a little, wishing she had a camera to capture a snapshot of her with her new cousin... or her new sister to be more accurate.
Ben looked and felt pretty, but he didn't feel as confident with her standing there.
=================
The conversation had died down between you two, having already explained your day to eachother and other curios that came up. Gwen hummed to herself, but in a way, she was really humming to you. "I could listen to you do laundry all day."
"Really? I'm that exciting?" She picked up the full basket, but pressed her body into it with a lean against the dryer. "Look uh-" Gwen switched shoulders with the phone. "I have a bit of a plan..." She got flustered trying to explain it. "It involves Ben."
You tried to seem like you weren't interested. "That little fag again?"
Gwen sounded giddy. "He's horny for you!" Gwen reiterated through a wide mouth. "He's so horny." She pressed her hand above the bridge of her nose and gave it a slight squeeze before quickly letting off. "Guh! It's almost embarrassing... I should have known getting you involved would be a bad idea." Gwen was a terrible liar in that moment. "We're skipping school tomorrow... my house." She threw out her hand, checking out her polished nails. "Be there early."
=================
"Alright, just like we practiced." Gwen and Ben strolled in as perfect mirror images of one another -- with minor exceptions of course. Ben couldn't even look his way, stuck staring at his own feet. Ben tried to hide them, stepping over them and obscuring them as best he could, seeing Gwen's feet, even with both of their toes painted, got Ben more than jealous... he wished he was Gwen -- at least for that moment. Standing next to one another, they fell against eachother. Both their eyes were on him as they tried to sync up, Ben flailing for a moment and having to do a double reach as he interlocked his fingers with Gwen's, whose moves and timing were always on point. They held hands together, Gwen's idea of them looking like a split heart coming together.
"Whoa. I'm seein' double here." He played up rubbing his eyes. "I didn't know you had a sister, Gwen." The only difference between them really was that Gwen's clothes were a tighter fit on Ben, the midriff of his small belly pushing out visibly by a couple inches.
"Mmmmm." Gwen purred in satisfaction knowing how much he appreciated Ben's transformation. "Nope." Gwen let go of Ben before looking sideways at him with folded arms, an almost judging look. "Just my silly, girly, cousin." Ben hated being the butt of the joke, but at the same time, his nearly nonexistent penis was raging inside that tightening and suffocating pair of Gwen's panties, so he played along with her.
Gwen pulled back behind Ben unbeknownst to him, the corner of her lip raising. LIke she was using Ben as a human shield for a monster in the house, Gwen shoved him as far as she could. On two left feet, Ben came to a skidding halt. Looking over his shoulder, he shot daggers at Gwen with a sneer, but that bitchy face was switched out as he turned to face the older boy, now awestruck. Ben almost uttered something as dumb as 'hi', but he just swallowed instead. Gwen twirled on the spot like a ballerina seeing the two lovebirds together, their height contrast turning her brain off.
Gwen sat down, her hand flouncing up and down. "Dance with her! Dance with her! Show her off to me!" As the older boy stood before him like a pillar, Ben felt a moment of regret in his gut, wishing he was doing a math test instead -- but that feeling of intimidation left as soon as his hands pressed onto his back, pulling him against his midsection in a clutch. Ben responded in kind, wrapping his arms around his thighs, and there was something so oddly soothing being here.
They didn't so much as dance, but just rotated on the spot. He looked down to Ben's head which was currently sunken against his groin, then over to where Gwen was sitting. He thought it was a little weird how much joy she was getting out of this, like she was trying to inspire sympathy for Ben or something.
Gwen's fists turned inward beating her chest limply, her whole body going into hysterics. Her hands then flew up and pulled out a goofy grin clawing up and down her face. Gwen managed to stifle her excitement behind a toothy smile, biting into her long nail, her wrist twisting it back and forth. Not even the distant ring of the phone on the wall in the kitchen took her out of the moment, the school having caught on to the fact that they weren't attending. She'd have to answer for that later if they hadn't already called their parents work numbers, but right now, in the moment, playing hookey and skipping classes was absolutely the right call. Gwen had this all planned out and wanted everything to be perfect.
*CLAP*
Hands clasped, an evil smirk on her face. "Alright." Gwen strode over, hands now on her hips. "Ben, on your knees." She pressed down on Ben's shoulders, guiding down with him. Gwen sat first, knees together and forward, motioning for Ben to do the same, and he did. As Ben's head dipped, he nearly jumped out of his seat as he rose back up, the older boy's member out already, more than half-mast. "Here. Let me show you with a demonstration~" Her breathy voice trailed. Gwen's dainty hand had such a confident handling over the heavy looking thing, stroking it lightly. "Just remember little Benny: No teeth." The redhead opened her mouth on his underside, rubbing it across her plush lips; eyes fluttering shut. After planting a kiss on the wet head like it were a frog, her tongue wagged up and down. "Lem... lemmm... mmmm..." Ben being reminded of a cat's tongue. Gwen's quick flying flicks even got Ben a little wanting for his cousin to do the same thing to him, but his attention again turned to the pulsating boner Gwen was warming up.
Looking up, Gwen and her BF exchanged knowing glances between eachother. Gwen let herself relax as she gaped her mouth slowly, resting her hands on his thighs. With one pump, Gwen nearly shot back, the thing nearly touching the back of her throat already. That's when she sealed shut, demonstrating what she was capable of. Staring down into her large green eyes and cheeks that hollowed further and further as her vacuum of a mouth sucked him in harder, it was clear after a certain point she wasn't going to let him go, and pretty soon, he had to give her a nod to let her know to let off a bit; the cock exiting her mouth with a quick shlorp, Gwen's spit leaving a shadow of wetness down half his length.
Gwen's obvious showboating aside, there was no way they were expecting him to do the same thing... right?
"Fah~" Gwen's chin turned into her shoulder, looking at Ben like she expected him to copy the deepthroating method like it was nothing. "See?" Gwen swam her arm past her mouth. "Not so hard." She impishly cast his joystick towards Ben, who looked like he had seen a ghost. "Your turn~" Ben leaned over, unable to look at Gwen. Staring at his hands as they squeezed into his thighs. He wasn't sure what to say. Gwen grazed the side of Ben's face, breathing hotly near his ear as she tilted up his chin. "Come on, suck his cock."
Ben swallowed hard, the intimidating presence too much for Ben to handle. "Go on twerp - suck his cock - or are you too chicken?" The insult had no visible affect on Ben, still struck with same open mouthed expression, the red hot radiating head only a few inches away like an exposed heart telling Ben everything about the older boy's desires -- and that was for him.
"Kiss it." Ben came to heel, sitting straighter than before. His commanding voice alluring to the preteen. Ben took a big huff before making an inexperienced and virginal seeming smooching face, his eyelids smashed shut. The sparkly lip gloss made Ben seem fairylike -- but not in the gay way. He might have slapped him silly if he wasn't dressed like Gwen for making him do the work here. Pressing his cock on his lips made them glisten in a way that reminded him of Gwen's. As the skin on them ran like velvet on his tip, he squirmed around looking for entry inside Ben's closed mouth.
Ben had felt the heat of his cock before, but never this close to his face - it nearly made him dizzy. He could feel his pores through the makeup. Though his cock lust waned a little at the smell of his muskiness, a part of him wanting to reneg on Gwen's invitation. "Come on dork, suck his dick already."
Ben protested. "I will! I will! Just give me a second."
Ben took a shaky hold of it, surprised at the weight and power it seemed to wield. He could turn into aliens, but this was on another level of impressive. Ben froze up, wanting to ask Gwen but too embarrassed. Had he really forgotten so quickly?
"Gwen." The older boy's dong fell from his grasp as Gwen quickly snatched her cousin up. He held himself up and away from Ben's mouth, Gwen helping him keep Ben agape with her palm on his neck, her finger and thumb squishing his cheeks out fishy, his expression reminding him of a dumb bimbo. He considered using Ben's mouth as a urinal, assured Gwen would love the crackling splashes as he filled him up.
With another nuzzling of his dickhead, Ben's quivering lower lip fell, and he slipped in, landing on his tongue. A look of relief washing over the older boy. "There we go, not so bad, right?" Gwen taunted in his ear. Sucking cock was different for Ben than being forced to take it up the butt - he was actively accepting this thing that he still had mixed feelings about, except when it was making him feel good.
Gwen loved and almost giggled at the bug eyed look Ben had, the land bridge of meat from the teen had his cheeks puffing out, maybe Ben was internally freaking out like he was gonna choke on this thing if he didn't bulge up his throat to dam it from entry down there.
This felt unreal to Ben. Before, it felt like he had to force Ben into it - but with him on his knees, looking absolutely invested in pleasing him...
Ben leaned back, their eyes meeting as he started pumping the boys throat over and over, a lazy half-lidded look in Ben's eyes. Ben looked absolutely defeated.
There was still a struggle to it, even when Ben accepted being fucked by him. A small hint of Ben retaining what little boyhood he had left -- but now? On his knees? Looking invested in pleasing him? A smattering sparkle of makeup? Ben felt lower than dirt. He wasn't a boy anymore - he was just pathetic, and there was only one thing pathetic boys like him were good for anymore.
Gwen didn't blink as she used Ben as a proxy, feeding him more of her boyfriend's dick inch by inch. A wide grin drew across her face. Gwen couldn't help but suck on her teeth or swipe her tongue along her pearly whites, her face full of expressive delight seeing her cousin bobbing on his knob, but what was even better, the actual feel of control of his mass in the palm of her left hand, as she ever so subtly guided Ben by the back of his neck with her hand. It faintly reminded her of when she was really young, conjoining the faces of her Barbie and Ken dolls because it just felt 'right' -- and this too felt just as right.
Gwen looked up smugly, already knowing the answer. "Is he a good lil' cocksucker?" Gwen almost wasn't even talking to her boyfriend, an attempted goading of her cousin -- not that he needed it.
He raked his hands through the short brown hair of Ben's. "Hoh yeah." His slurred response barely registered with Gwen, but to Ben, it was like getting a renewed sense of worth.
Being on his knees before the older boy felt like he had finally found his purpose -- as disgusting as it was, a part of Ben still clinging to his old self, where he wished he could come up with a boyish way to impress him rather than being a Gwen clone.
"Alright enough-" Gwen nudged him, which nearly impaled Ben; his nose shotgunning for a moment, as he gasped for air while coming off him. "He's my boyfriend, Ben." Without saying a word, the guy switched targets, like Ben meant nothing. Ben had been so into this beforehand, but now, on his knees, all dressed up and having penisbreath, Ben felt stupid that he ever wanted this in the first place.
Or maybe he was just jealous that the guy still preferred Gwen over himself.
Gwen's face gushed with blush as she deepthroated him without a single noise, only the tiniest burble that Ben could hear from inside her body, before slurping back and then breathing in, as she wiped her lip, looking proud of her accomplishment.
Ben returned the favor, bouncing into Gwen, and tried to follow the act, wearing a false face of confidence, as he wrapped his hands around the erection like it were a flute. Ben gagged, "BLEHK - GRGH" failing utterly at his attempt to impress the older boy. Ben's eyelids wet down as Ben choked himself trying to go further down, but his throat blocked it, which made him resurface for air. "Bwaa... hah... hanh..."
They were competing cock lovers. Gwen and Ben took turns slobbering over his dick, though the makeup ran sloppy on Ben's face, the spit and tears running down from his lips and eyes, while Gwen maintained her look, almost like she hadn't even touched him. Ben was too drunk off cocksucking to notice that Gwen had given him the cheaper stuff.
"URP" "URP"
"GLK" "GLRK"
"SHLRP" "SHLORP"
They gave eachother the evil eye while slipping and sliding down the side of it like they were fighting over corn on the cob. Starting with their tongues wrestling over his tip, and in a moment that he'd never forget, the two cousins kissed, swallowing his head whole for a moment on both sides. The dual tandem licking had him growling like a demon, and before long, he was firing. Gwen let Ben have it.
The spongey head he had grown accustomed to pulsed suddenly and like a firehose, sprayed a nasty thick fluid against the roof of his mouth. Ben's eyes soured then shut like he was eating his vegetables, his nose pinching. Gwen watched, writhing on the spot, working the residual taste of his precum around her teeth like toothpaste. Not wanting him to have all the fun considering she did half the work, she butt in, her salivating tongue seemed almost long enough to wag, as she re-directed his member away from Ben and towards her lewd face, an initial spurt landing that she lapped up, before quickly glomming on with a vibrating 'harmph' to make sure no more protein went to waste.
Taking stock of the situation he looked down as he got a bit more flaccid, falling away from her face. Gwen had a devilish look, sticking out her tongue as far as it could go and showing off that she had swallowed all his pearls, seemingly ready for round two. Meanwhile, Ben was still spitting out his white stuff into a cupped pair of hands. "Bleh - ptooey."
"Hey. Swallow it you little fag." He commanded with a point.
Ben stared into the salty stew like he wanted to cry, the smell noxious.
But little by little, Ben ate it back up.
=================
Sat in your lap, you held Ben by the backs of his knees, as you helped the boy slide up and down your pole. Little grunts and groans escaped from the boy, the sounds of exerting himself, which were somehow almost as sexy as some of the high pitched noises you could get out of Gwen. With the hairless and smooth inner thighs of Ben and his mostly flawless legs, you might have mistaken him for his cousin if not for that worthless bit of dangle.
Gwen sunk her teeth into her lower lip, giving a playful soft smack to each of Ben's cheeks before they were yanked from her hands as he was brought down. "Omigosh, they're so soft..." Gwen was a little too close to the action, but you were too into fucking the little tart that you couldn't shoo her away from there.
"Ah... yeah... yeah..." Ben's nose cinched up, his teeth clenched. He was in serious pain, but he still tried to pretend that he was in love with what was happening. Gwen made getting fucked look easy. Of course that small part of him that felt so good was overriding his pain receptors, but not by much, and the worst part was that he was partially helping.
Gwen was in disbelief, her eyebrow and lip raised, as she watched the pathetic display - but it didn't seem to matter to Ben how he looked right now to her, as his hands grew attached around the arm rest like vices.
On her back, her legs splayed out and raised in the air, she had a blushing body and a pussy that seemed ablaze already before she had laid a finger on herself. With her knees hiked up, she chewed into her lower pink like it were bubblegum. She started with an outside teasing but quickly jammed them in, her knuckles curling; her middle and ring finger splitting her pussy. There were several moments where it felt like she forgot how to breathe, but then it all came back in rapid panting, her knees folding, her young pussy for only you to see as she stirred herself up. Gwen kept sinking back into the cushions, but then had to remember to readjust, not wanting to miss a moment of you railing her cousin.
You had the best of both worlds in that moment:
A view of the svelte aesthetic perfection of Gwen's small bum and awaiting pussy.
The chubby sluttiness of Ben's ass in your grip, while Ben's cocktail weenie of a penis flopped about.
"Oh Ben, you're gonna make me cum!" You groaned out. That reaction sent Ben's butterflies into overdrive even as it felt like you were shoving a baseball bat up his keister.
"Do it! Do it in his slutty pussy! FUUUU-AAGOD!" Gwen caterwauled out of a swear, her head back, her throat strained. Gwen looked like she wanted to pry herself in two. You watched as her fingers got wetter and wetter, almost splashing.
"Oh, yeah..." He murmured. "Go ahead..." Ben felt all of you as you brought him down to your balls. Both of your faces edged closer than ever. Ben's lips moved like they were in search of a pacifier, but you denied him knowing Gwen was watching, readjusting him by his hips firmly as you filled his colon with a few final humps.
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Bwen and Gwen