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Gwen Tennyson's Alien Encounters	By : DecieverGod Category: +1 through F > Ben 10 Views: 121923 -:- Recommendations : 1 -:- Currently Reading : 3
Disclaimer: I make no money from this, I own nothing related to/part of the Ben 10 franchise. No hurt me, No sue.

Chapter List
- 5
- 6
- 7
Gwen Tennyson stood at the edge of a small lake. Her, her idiot cousin, and Grandpa Max had traveled from New Orleans to the north, currently making camp at a nice little nature reserve. The red headed girl stood on the edge of a small dock built specifically built to add to the ‘intrigue’ of the over sized fish pond they had going.

She brushed a hand through her hair and took a slow deep breath to prepare herself for that first horrible splash of cold water. For the last 3 weeks since New Orleans she hadn’t touched, winked, or done anything remotely affectionate toward Ben. She barely even talked to him unless she needed to. Of course Grandpa Max had noticed, and even asked what was wrong a couple of times. She’d always just shrug and tell him she didn’t know what he was talking about, which normally warded him away well enough.

Truthfully she didn’t really know why she’d been given Ben the cold shoulder for so long. After about two days since the Four Arms encounter she had totally gotten over whatever it was that had made her mad, but at this point she wasn’t about to go apologize to her cousin, so she’d decided to just stay stubborn until he apologized.

Of course Ben wasn’t enjoying the cold shoulder much. Sure it wasn’t like he couldn’t live without her, after all for the majority of his life he’d pretty much hated the ground she stood on, it was just that after a certain point, that hatred had sort of faded and turned into something else.

That and about two weeks ago masturbation had sort of lost its zing, and plus Gwen wasn’t sitting teen feet from him in a bathing suit. Not a particularly skimpy bathing suit like the girls in bad porn movies sure, this was just your average one piece suit that you’d expect any girl her age to wear. The only problem was that Ben could, did, and had been remembering what she looked like with said bathing suit, and coated head to toe in alien seed.

Ok so the drenched in alien seed memory was only really called upon late at night when everyone else was asleep or when he’d gone out into the forest alone for a ‘pit stop’ and he was trying to get off. But lately even that wasn’t helping much.

Gwen hugged her arms a bit and took another deep breath, closing her eyes she ran off the edge of the dock, diving into the cold lake water with a nice splash. She swam out a little under the surface before splashing to the top, shaking her hair out as she paddled out a little further. She sort of wanted to see how far she could get before it would feel like it was too far.

Although it wasn’t exactly like she wasn’t being watched. Ben had his eyes on her from the moment she dove off the dock to the moment she sported forth from the icy water. “Come on Ben. You’re not going to let Gwen and me have all the fun are you?” Max slapped Ben roughly on the back before he cannon balled of the edge of the dock, splashing everyone within a ten foot radius.

Ben groaned again and tossed his head back. “Nawh… that’s ok Grandpa… I uh, just had three corn dogs, and ya know… better wait half an hour before doing swimming…” He smirked a little and chuckled weakly as he rubbed his shoulders.

His cousin kept on swimming out till she was all alone near the middle of the lake. She looked around, and grinned at how far out she’d gotten before heading back to the dock, and then heading out again, anything to keep her mind off her cousin.

Of course her coins actually had her on his mind on her, laying himself out flat on the dock as he stared at some sort of bird flock fly from some place to someplace else. He sighed and tried to think of some way into Gwen’s pants. He blinked a little tilting his head back as he watched two fishermen out on a boat showing off a giant bass. They had it hanging upside down, which meant it was right side up to Ben, and gave him an idea, he smirked a little. “Well, if she likes aliens, and she likes water.” He smirked and sat up, starting to dial the watch as he grinned. “Let’s see how she likes water aliens!”

The girl in question was down to simply floating around on her back now, listening to the water in her ears as she watched the same flock of birds fly from the same place to the same someplace else kicking her feet back and forth lazily, just enough to keep her still.

Her cousin was busying himself getting around behind a boat shack before smacking down the plunger and transforming into the alien fish. He smirked, something that was a considerably more intimidating sight with teeth making up half his head, and dove into the water, merging his legs to form a single powerful fin as he swam down deep, lakes were always more interesting when you were a fish.

The non-ichthyoid member of the Tennyson cousins just sort of kept floating there. She let out a light sigh and closed her eyes. Eventually the silence between her and Ben would have to stop. She liked him way too much to keep up what she was doing, but the dilemma was how to end it without embarrassing herself and giving Ben something to lord over her for the rest of time.

Ben smirked, swimming circles around under his cousin as he glanced up and admired her backside from the bottom of the lake. He circled around once or twice, coming up almost directly under her, and though he knew he shouldn’t have, he couldn’t help himself from sliding a scaled hand over her soft flat rear. It was just that Ripjaws made you feel like king of the sea, and she was just floating so innocently on the surface, it almost felt like she was just asking to be played with.

Although she wasn’t too happy about being played with, Gwen yelped and jerked, splashing upright as she swore something rubbed against her butt. She sort of treaded water where she was looking around until she calmed down, Ben had sunk to the bottom the lake and was out of view. He really just couldn’t help himself, compared to his amphibian form, she was like a fish trying to fly, and he had fun swimming a shrinking circle around her.

Unknowing and unaware, Gwen calmed down with a sigh, looking around for a lake weed or small fish before taking a deep breath, closing her eyes and diving under the surface. She held herself there for a moment, just enjoying the simple feeling of floating there before heading back toward the dock to deal with her cousin.

Of course he wasn’t exactly waiting back at the docks, although neither was he acting much like her cousin at the moment. He had watched her dive under the surface from a safe distance, then closed in enough to see that her eyes were closed, although thanks to the murky water and Gwen’s lack of Ripjaw’s fish vision, it was doubtful that she would’ve been able to see him anyway.

He turned himself upside down and swam right underneath her as she stroked her way back toward the shore. Ben backstroked beneath her as he admired her polyester clad body, his gills flapping a little faster as his breath caught, remembering all the various things he had done, and hopefully would continue to do, with the cute red head above him.

Gwen smiled arching her back and stretching out as she turned toward the surface, rubbing her shoulders back and forth as she swam up. She didn’t even notice as a semi-erect Benjamin dove back down beneath her, he didn’t want to be noticed just yet.

She broke the surface a moment later, gasping as she treaded water again, just enough to catch her breath. It was while she caught her breath that she noticed a rather friendly looking large rock sticking out in roughly the middle of the lake. She smirked, sure she wasn’t entirely comfortable with being out in the middle of a large body of water by herself, but it was only ever so often that the chance to sunbath on a nice isolated rock presented itself. That and it served as a marvelous excuse to not try and find, and more importantly apologize to, Ben.

Though since the alien fish boy in question was currently engaged in aquatically stalking her it wasn’t like she would’ve found him anyway. And like all stalkers worth their trench coats Ben followed her, slowly weaving his way back and forth under the water, just sort of enjoying himself as he displayed infinitely more aquatic dexterity than a human every could.

So it might have been understandable that when he saw her heading towards land he growled and snapped up a fish that dared to venture too close to him. The realization that he had a rather upset fish in his mouth dawned on him shortly thereafter, but he just sort of went with it and munched down.

Though while Ben was playing with fish, Gwen was reaching her destination, sliding right up onto a smooth patch of the rock before laying out on it, legs dipped in the shallows, while she caught her breath. It was, not entirely surprisingly a bit of a workout to swim out into the middle of a lake.

Her cousin swam a few, rather dejected circles around the rock, watching her. Maybe it was his predatory instinct kicking in, or maybe it was the fact that he was a horny little boy, but he really wanted her to get back into the water so he could play with her. That and he knew that eventually he’d turn into a human again, and probably have a hard time explaining how he got to the bottom of the middle of the lake.

He did split his legs out and stand on the bottom though, looking up at the pair of light pale little girl feet that dangled to tantalizingly in just off the edge of the water. Ben crossed his arms and blew some bubbles, just trying to figure out what to do next.

His cousin however, had already decided what her next move was going to be. The top of the rock was a good six feet high, and hung over the lake. Gwen was already busy attempting to climb to the highest edge of the rock, and luckily for her the top was at least three feet around, giving the young red head plenty of room to get a running start. So she did, practically sending herself flying off the top of the rock before diving deeper than she’d ever gone before, curling into a ball and immediately heading back toward the surface for life-giving oxygen.

The moment she’d hit the water Ben was over next to her, not entirely certain why, but not entirely uncomfortable with it either, he just sort of felt that he needed to be next to her while she was in the water. Although that wasn’t the only thing he felt. Ben was getting really annoyed that he couldn’t just rip that annoying suit right off his cousin, it was almost worse to know that you could do Almost anything to her without her noticing, than to know you couldn’t do anything to her without her noticing.

Gwen treaded water on the surface, panting lightly as she kicked her legs back and forth, giggling to herself. “That was fun!” She started back toward the rock, diving just under the water and holding her hands out in front of her too keep from bumping her head as she went for another jump.

Her cousin was a few feet under her, complaining to himself in his head as he waited for her to get naked. He was practically screaming it at himself, trying very hard to project his thoughts out upon her to make her strip.

Fortunately for her, Ripjaws didn’t have that power, so she made it back to the smooth edge of the rock in peace. She pulled herself up onto it, just letting her legs hang in the water again, kicking her feet back and forth as she laid back and took a breath.

A familiar creature slid himself up as close to her as he could get without alerting her. Ben got so close he could smell them in water, incidentally, her feet smelled better than his, even when he didn’t have them.

The young red head on the rock wiggled lightly back and forth, kicking her feet a little slower as she sighed, pouting up at the sky lightly as she forced herself to think about her cousin. “What am I going to do about Ben?” She pouted and sighed again really trying to figure out something that she could live with.

Ben perked up and pushed off the shallows of the rock, swimming around the stone before letting his head just hover on the surface similar to what a crocodile would do, so he could hear her better. He’d already picked out his name, and if she was talking about him, he wanted to know what she’d say.

Gwen grunted. “Well I could… talk to him… but if I did he’d probably be all ‘huh I knew you couldn’t stay away’ or ‘I knew you’d come to your senses.’ Like I’m going to give him the pleasure of being smug with me…” She sighed and pouted up at the sky. “But… man, I hate not talking to him…” She whined quietly to herself, kicking dejectedly out at the water just to kick something.

Her cousin smirked a little as he just floated lightly against the surface, well hidden beneath water and behind rocks. She wanted him, and he wanted her, it was a match made in heaven. Ok so maybe she didn’t want him as much as he wanted her, but Ben was entitled to a little wishful thinking.

Gwen pouted flipping over and burring her face in her arms. “Ben… I’m sorry; it’s not that hard, just say. ‘Ben I’m sorry I was unreasonable and mean, but you were sort of mean too, so let’s not do this anymore and go back to liking each other.” Her face turned a deep red and she wiggled about. “No No No, that’s horrible!” She flopped a bit. “Ugh, we’re never gonna talk again…” She splashed a little, unsatisfied with her planned attempt at apologizing.

Unbeknownst to her, Ben had heard every word. He blinked and smirked a little more as he dove down, just below the surface. He was so totally going to use her own words against her in the future. It was like she was the enemy and she’d just handed him a box of ammo.

She curled up, pulling her legs up to her chest as she stared down at the lake water as she pouted. “If only Ben wasn’t such a big headed brat… than this would be a lot easier.”

Now it was Ben’s turn to pout. Big headed brat? He didn’t think he had a big head. Well ok Now he did, but that was physically and only because he was Ripjaws, and besides, why wasn’t he allowed to have a little pride, he saved the world, several times.

Gwen sighed and slid up onto her rock a little more, laying out, not on the top, but close, while still being hidden from the casual glance she was far enough up that she could let the warm sun soak in.

Her cousin had mixed feeling about his cousin moving up the rock to sunbath; on the one hand, it increased the likeliness that she would get naked, which he liked. While on the other hand, if all she was going to do was lay there on a rock, he had better things to do, like eat things that swam in the lake.

She didn’t move, busy thinking as the waves washed up against the soles of her feet. She opened her eyes and stared up at the moderate to lightly cloudy, sky.

Ben pouted a little more, deciding that if she wasn’t going to get naked, he was going to eat various things from the lake. Though the fish were staying away from him now, he did find some old shoes and a slightly waterlogged fishing pole, but neither looked particularly appetizing, so Ben busied himself reeling up the fishing line.

While he did that Gwen was up and stretching, never really one for the laying out and staying still, she nibbled on a strand of her hair before she stood up and headed to the top of her rock. She was going to do one more dive before sucking it up and going to find Ben. Of course he wasn’t anywhere she could find him. He was near the bottom of the lake, plotting, evil, devious things, things that involved his cousin, and his recently acquired fishing line.

The cousin in question stood on the furthest edge of her cousin rocks, arms outstretched to either side, she took a deep breath and ran off the edge, leaping off into the air, curling up into a ball and readying herself for the splash.

Ben spied the flash of red hair and pale skin in half the time it took her to come crashing down into the water. Leaving with plenty of time to swim over to where she struck.

Gwen was curled up in a cannon ball, holding her knees tightly to her chest as she took one last breath before she plunged down into the dark murky waters of the lake, and right into the waiting hands, and hook of her cousin.

Ben was waiting for her from the moment she entered the water, fishing hook at the ready, and it didn’t take him long to hook it up to the back of his cousin’s swim suit. It really wasn’t that difficult, just a matter of holding the hook out at the right moment and knowing to let go of it when you felt a tug, and after that he had his own personal line to Gwen’s clothing.

Of course it wasn’t like she didn’t notice, the moment she felt her suit snag on something she twisted about trying to get it off her, or at least find out what it was. The problem was that a fishing hook is quite small, and especially in the water, its line can be hard to locate.

The fish at the other end of the line swam down to the bottom the lake and started reeling in his catch. He didn’t really want to drown her, and honestly the possibility that he could’ve didn’t really dawn on him. He just wanted Gwen out of that cursed swimsuit.

Something she wasn’t entirely happy about, she could feel something tugging on her suit and that same something felt like it was trying to pull her down. Lucky for her cousin Gwen isn’t prone to panicking in a tight spot, because if she had, she very well could’ve drowned, but instead, she quickly removed her swimsuit, letting whatever it was that it was caught on keep it as she rose gasping to the surface.

Ben practically sang in his head as he reeled his cousin’s swimsuit in. His plan had worked perfectly, he privately thanked the laws of averages and, after taking a moment to admire the shapely rear of his cousin swimming up to the surface, and then turn back toward the rock, he got another malicious idea, and put her suit back on his line, letting it slowly rise to the surface, but using the line to keep it well out of reach of his cousin. He’d just gotten her naked, he didn’t want her getting dressed too soon.

Gwen panted, flopping back out onto her rock. She took a quick look around, blushing madly and hopping no one was nearby. She glanced out at the water just as her suit came bobbing to the surface. She stared at it for a good minute, just to see if some lake predator wasn’t going to gobble it up the second she headed for the water, but since after a few minutes the suit hadn’t been eaten she started to look for a safe was to get back into the water.

Her cousin had his hair-brained scheme well under way by the time she started looking to get back into the water. The fishing pole wedged under a rock on the bottom of the lake, the line just far enough out to let the suit drift freely, within a confined area, before the fish boy himself headed for the surface. He never actually breached, but he did swim a slow, wide circle around the suit, just close enough to cast a shadow on the water.

Gwen paled a bit, gulping as she watched the water, and the large shadow circling her only means of clothing. She dipped her feet in weakly, and slowly, Slowly, started sliding herself into the water again. If she was really careful, and took things really slow, then maybe whatever it was that was trying to get her, wouldn’t notice, and wouldn’t try to eat her.

Ben, smarter than your average fish, smirked the moment he saw her feet dip into the water. He dove down deep, apparently vanishing from the view of the surface, as he actually swam over to his cousin, and sort of back stroked under her, just getting himself a nice eyeful while he could.

She only slid completely into the water once his shadow had vanished and, completely unaware that she’d been turned into her aquatic cousin’s personal peep show, concentrated on attempting to get her suit as stealthily as possible, not paddling or kicking, but just sort of sweeping her limbs in slow wide movements to either side of her, that managed to move her maybe an inch each time she actually completely a stroke.

Her spectator rather enjoyed the show, as he got a little bit of a stiffy from watching her swim like a slow naked frog through the water which was his kingdom. He waited till she was well out into the open water, and then pumped one of her legs with his tail lightly, just sort of enjoying his ability to mess with her without fear of reparation.

Gwen stopped dead in her tracks, she was so closed to her suit that if she really tried, she could get it, but then there was the swim back. She bit her lip and tried not to shiver as she felt the cold dread of not knowing what was after you creep up her spine.

Ben smiled a little more as he swam slow, full circles around his cousin, bumping her other leg with his grinning jaw, and this time reaching out a webbed claw to lightly stroke the inside of her thigh as he passed.

The naked red head gasped, hugging her arms to herself as the slowly treaded water. She was starting to choke up, terrified at what was touching her, after all, best case it was a pedophile with a scuba-tank, worse case it was a something that wanted to eat her in the bad way.

Or third-case, it was her cousin’s horrible sense of humor. Ben was grinning so much, that had he not been Ripjaws, it might’ve actually hurt. He swam right between her kicking legs, front to back, just low enough to brush under her feet, though he did raise his dorsal fin to rub against her as he passed.

And that was the final straw. Gwen jetted, she broke out after her suit as fast as she could, nearly screaming with fear as her heart practically choked her.

Ben dove down, kicking off with a powerful flick of his tail, and snagged the fishing cord on his way down, so the his cousin’s suit was swallowed by the murky waters. He swam down, suit in hand for a little until he reached the lake floor and adjusted the wedged fishing pole, just a little, so that the suit would bob back up out of his cousin’s reach.

Though Gwen wasn’t exactly in the mood for games, she was nearly frozen in pure terror, almost shivering in the water as she could think of only one thing to do. She broke out swimming again, this time heading back to her rock so she could get her naked self out of the water, and away from whatever it was that was tormenting her. Ironically, she was beginning to wonder where he idiot cousin was when she needed him.

And of course, he was at the bottom of the lake, not too ready to let his tormenting of his naked cousin end. He knew he could easily beat her to the rock, and although he didn’t surface, he did flick his fin up just high enough to brake the surface as he passed between her and the safe haven. She might’ve recognized him as Ripjaws if he’d shown any more of himself, and though Ben wasn’t the sharpest tack in the shed, he knew that if she did, he wasn’t going to get any from her. Not in this lifetime anyway.

Though Gwen didn’t stop heading for the rock, she did release a girlish scream the moment she saw the fin, but that only encouraged her to keep going. She was more frightened of what would happen if she stayed in the water than what would happen if she swam near whatever it was that was clearly toying with her anyway.

Ben got a little bit of a kick out of that, Gwen always was a brave girl. He grabbed her feet and pulled her under for just about a second, more like a playful cousin dunking the other’s head under water than a hungry predator attempting to eat someone though, he didn’t want to hurt her. Although neither the cousin nor the predator probably would’ve rubbed their erect shaft against her rear before release her.

Gwen gulped down more water than was probably healthy, as she was pulled down. She shook almost violently when she was prodded, kicking and swinging and just generally struggling until she was released and broke back to the surface, coughing and sputtering out water before catching her breath.

Her cousin smirked a little as he sunk back down to the bottom of the lake. He hadn’t even really realized she’d chocked on some water. He’d been too busy admiring her nice naked rear. Although her trashing did manage to remind him she couldn’t breathe underwater.

The moment Gwen reached the rock she was up on top of it and as far away from the water as she could get. She shivered lightly and tried to cover herself, tearing up a little as she coughed and started at the water surrounding her, strongly considering becoming hydrophobic.

Her cousin stayed deep underwater, probably one of the smartest things he’d done that day as if she found out it was him now, he was fish sticks, accent on the sticks. He did however return to his fishing line, watching his cousin’s suit pop back up to the surface.

She just sort of stared at her suit. It was like the thing in the water was taunting her, just daring her to try again, which Ben was, but she wasn’t going to. Her fear had quite effectively washed her pride away and she called out for the one person she knew could beat up a perverted fish. “B-Ben!!!”

The perverted fish in question now paused. He was presented with an interesting opportunity, he could play both the villain and the hero. The problem was explaining why he was already a fish…

“Please Ben! Help!!” A louder, more panicked yell sufficed to answer that Gwen wasn’t in any position to care.

Ben darted back over to the pier, and at full Ripjaws speed, burst out of the water and dove back in, charging across the lake as he swam like a torpedo toward the rocky outcropping where his cousin was, staying just below the surface, and keeping his fin down flat.

Gwen was still screaming bloody murder, eyes squeezed shut and shaking opening. “BEN!! BEN!! BENJAMIN TENNYSON! HELP ME You DORK!!”

A moment later Ripjaws came bursting out of the water and stared up at his cousin. “Gwen! Gwen what’s wrong?” He remembered just in time that he had an erection and pressed himself down against the rock as he let his tail flick out in the water, laying out a little like a seal sunning itself.

A second after he arrived, Gwen had her eyes open and was latched onto him. Still shaking and coughing on occasion she didn’t even seem to notice, nor care, that he was Ripjaws.

Ben patted her on the back, a little surprised at how much he’d actually scared her. Seriously it was a lake, the worst thing it could have in it as far as he was concerned was a big fish. “Gwen? What’s wrong?” He rubbed her back a little, trying to comfort her and calm her down, more than a little out of guilt. Why was it that whenever he did bad things he always ended up feeling bad about them?!

“Th-there’s…” Gwen coughed a little and shook against him. “There’s something in the lake Ben… it.. it tried to, pull me under…” He panted and hyperventilated a little, but never under estimate the ability of hugging a superhero to calm someone down.

Said superhero was beginning to feel like a royal heel, maybe that last bit had been a little too much. “You mean like a fish? Or seaweed or something?” He continued to rub her back gently. “Also, why are you naked?”

His cousin blushed a little and sort of stopped hugging him. “I-it… got snagged on something, when I dove in… that’s when… whatever it was… pulled me down…” She blushed a little more and tried to cover herself. “B-Ben it was swimming around I saw it.” She realized she was next to the water with him, and as soon as she did she darted back up to the center of her rock, yipping a little. She’d never admit it upon pain of death, but she was a little afraid of open water at that point.

Ben blinked a little. “Alright, you just stay here. I’ll go check things out.” He pushed himself back off the rock and dove into the water, swimming around just under the surface, his fin still pressed down, before diving deeper, mostly to just go get her suit unhooked.

The naked semi-traumatized red head nodded and stayed in the middle of the rock, pressing her back against the raised ledge and staying as far away from the water as she could. “O-ok...” She bit her lip a little, starting to feel a little silly. Now that Ben was actually there investigating, it dawned on her that if he didn’t find anything, she’d look like an idiot who got scared by a trout. “B-but hurry back…” Of course that didn’t mean she wasn’t still scared. As far as she knew something had very nearly tried to eat her.

Her cousin had actually decided that he was a serious heel, and after a quick scan of the lake for a fish big enough he could pass it off as her lake monster, he swam down, grabbed the fishing pole and broke the surface, waving it around. “Hey Gwen, I think I’ve found your lake monster.” He stayed on the surface as he swam back over to the rock, fishing pole in hand, and beached himself as he had before.

Even if Ripjaws could split his tail into legs, Ben didn’t really want his cousin noticing his fish stiffy and asking questions. He already felt like a heel, and Gwen had this insane ability to make him feel even worse when he was already feeling bad about pranking her.

She just sort of blinked at the fishing rod and tugged at her hair nervously. She was calming down a little now. “Y-you didn’t see anything bigger?”

“There were some fish like the size of cats… Bass I think, but I could check again…” Ben started reeling in the fishing line, and after it used up a substantial amount of slack, her swimsuit started sliding slowly across the surface of the lake.

Gwen sighed, and looked noticeably relieved. “O-ok… no, thanks…” She blushed a little, curling up a bit. “Sorry, I didn’t mean to like… call you all panicked and stuff…” She tried to hide herself from him a little, it just felt weird letting him see her naked.

“Tsk.” Ben smirked a little and tried to think of some way to get her to make him feel less bad. “Well I don’t know… Ya did make me go Ripjaws for a fishing pole.”

She just snorted at him, arguing with Ben was practically her safe place. “Well forgive me to thinking I might’ve been in danger… Maybe next time I think that I’ll just let whatever is trying to get him get me, as long as it doesn’t waste your time.” She didn’t really remember why she’d been mad at him, but arguing with him made he feel better, and at the moment, she was just relieved to see him, so even though she was making a fuss, she didn’t even sound the least bit upset.

Not that Ben minded, he just sort of smirked and thought of all the things he would’ve done to her if she’d let him just get her. “Eh…” And that made him feel a little bit more like a heel. “It’s no problem Gwen… Sides I’ve been kinda being a bit of a jerk to you recently.” And thus he felt like he should apologize, though he was more apologizing for scaring her so much than whatever it was she’d wanted him to apologize for. But that didn’t really matter.

Gwen looked at him and sighed. She rubbed her legs slowly and looked out at the water, Ben had actually apologized to her, for something she couldn’t even remember. “Me too… I, I don’t even think what I was angry about was worth it… I mean, all this silence and awkwardness…” She nibbled her lip a little as she sensed a moment coming on.

Ben leaned in and smiled at her. “Well, ya know Gwen…” He smirked a little more. “You’re naked… I’m Ripjaws… and Grandpa’s not watching… We could have a little fun.”

And Ben totally destroyed the moment before it even got off the ground. Gwen blinked at him. “Ben… You’re… such a horn dog.” She pouted and shook her head a little before just laughing at him.

He just sort of shrugged. “Actually a horn fish. At the moment anyway.” Making Gwen laugh was more fun than making her scream, and it had the added bonus of not making him feel bad afterward.

“Hmm… I dunno…” Gwen smirked a little, tilting her head. “I mean we hardly just made up. That’d be going a bit fast don’t you think?”

“Hey they say make up sex is the best.” Ben chuckled lightly.

Gwen giggled and smiled. “Well- I dunno…” She leaned forward a little bit, and actually blushed lightly. “’Convince’ me?”

Her cousin smirked back at her, and crawled up the rock a little, leaving his lower half a tail as he pulled himself up along the rock. “And just how…” He smiled at her. “Would you like me to do that?”

Gwen tapped a finger on the rock beneath her as she leaned back a little and smirked. “Oh, I dunno… use your imagination.” She uncurled, letting her legs spread out a bit, and showing off her bare pink slit as she continued to grin at him.

He got the idea and smiled back at her. “Well, I do have one heck of a tongue.” He smirked and let his long tongue lag out of his mouth a little, it was on par with his mouth size, as he crawled up between her legs.

Gwen blushed a little more. “Y-you’re lucky I’m open minded… I doubt any other girl would let you touch them as Ripjaws…” She blushed a little more, but spread her legs enough to let him in, as she nibbled on her tongue. “You’re lucky I’m easy..”

Ben smirked and chuckled a little as he pressed his large tongue against her slit and took a long, slow taste, moving from top to bottom, and then twirling his tongue around the top, like his cousin was a candy cane.

She tense and squirmed a bit, but smiled down in appreciation. It had been awhile since they’d ‘had some fun’, and she’d almost forgotten how weird Ben could be when it came to doing it. She arched her back a little, pushing her hips towards his mouth a little. But weird in a good way.

And speaking of weird, Ben had an idea. He licked his cousin lightly and softly, unhinging his jaw and crawling up toward her a little further. He slipped his lower jaw under her rear, and place her flat behind softly on the space just behind his teeth, Ripjaws had only one row, and her new position allowed him to lick every part of her lower half.

Although Gwen wasn’t too sure about the idea, she yipped when she was picked up and stopped wriggling. “Ben. B-be careful…”

“Don’t worry ‘wen, I won’ bite.” He licked her entire behind, sliding his tongue up between her cheeks and slowly pulling it out from under her before lapping at her slit and replacing it so he could do it all over again.

She shivered a little and arched her back as he licked at all her sensitive spots. Gwen bit her bottom lip and smiled. “That’s a big lie… ah… you do to, bite.” She smirked down at him weakly as her face flushed pink.

He smiled back at her, which worked despite the fact she was sitting in his mouth. “Yeah, but not you.” He smirked a little and pushed his tongue a little ways into her.

Gwen blushed more and sort of cooed down at him. “Y-yeah… n-not… Uhn!” She arched her back and stopped talking, just trying to keep from chirping embarrassingly as things started heating up.

Ben rolled his tongue around, leaving its tip inside his cousin as he twisted it about and slid it in and out of her occasionally rolling it up and rubbing the bulk of it over her slit. She rocked her hips against him, tensing up each time he licked at the soft spot atop her gentle pink slit. Ben smirked a little and rolled his tongue up in his mouth, rocking it back and forth, the bulk rubbing over the soft nub at the tip of her slit again and again. He liked having her in his mouth, he could feel her reactions.

Although Gwen wasn’t exactly complaining, she was panting harder, and tensing up a lot. Her hand found their way to the top of his head and she was rocking her hips down against his talented tongue even harder as her juices started to slip out from her in long slow throbbing waves of heat.

Which of course only managed to encourage her cousin onward, he could taste her now, well her flavor rather than flesh, and she tasted good. Ben lapped and licked and actually pulled his tongue in and out of his cousin’s dampening core.

She chirped and wriggled between his jaws. “B-Ben… Wha… Hey, be gentle…” It didn’t hurt, but she was sitting legs spread in the mouth of an alien carnivore, who happened to possess a rather talented tongue. The whole thing was just a bit overwhelming.

Though her aquatic cousin did heed her concerns, nodding and slowing down his attentions to her just a little, he kept doing all of it, just a little slower than before.

Gwen sighed, relaxing a little and rocking her hips with Ben’s pace, her muscles tensed and swayed along with his licking as she silted her head back and rubbed her fingers along the top of Ben’s coarsely scaled head. He smirked at her, speeding his licking up a little as he started to crawl forward, scooping her up and almost sliding her down against the back of his throat as he lapped at her. He pumped the tip of his long wide tongue in and out of her, occasionally pulling out and licking up and down her entire form, or rolling his tongue out under her.
She groaned and leaned herself over her alien cousin’s head, hugging his snout as he worked her sensitive spots. She tensed and shook slightly; making loud chirping noises as she felt the friction start to grow.

Ben licked at her faster and faster, spurred on by her tensing and chirping as he enjoyed her taste oh so very much, and had to restrain himself to keep from closing his mouth around her to swallow, mostly because if he closed his mouth, he might inadvertently bite, or worse swallow her.

She gasped and arched her back over the teeth of his bottom jaw as she bucked into his tongue. Gwen hugged her cousin’s face to her naked chest as she chirped and moaned, shaking hard, and pouring out all the pent up energy she’d been building since the fight in one colossal mind blowing climax.

One which her cousin eagerly lapped up, still pumping her with his tongue occasional until she got too far gone to keep up, after which he just slid his tongue up under her and enjoyed having Gwen literally climaxing in his mouth.

She rocked and bucked against him before just going limp and sort of draping herself over his nose so she didn’t fall back onto his teeth, struggling to catch her breath, and keep her eyes open as she tried to recover. Ben smirked a little as he crawled back off her, letting her slide out of his mouth before he tried to talk. He smirked and crawled up over her, getting face to face with her before he licked his lips and rubbed himself against her throbbing center. “Convinced?”

She arched herself against him, smiling up and batting her eyes at Ben. “Definitely.” She said with a smirk. He smirked back and crawled himself up a little more, slipping himself inside her just a little. She was tight, three weeks of complete abstinence would do that to a girl, and she moaned quietly as Ben pushed himself into her still quaking core.

A flick of her cousin’s tail and a well timed buck pushed himself the rest of the way inside her, though he did pause shortly thereafter to try and figure out how to hump while amphibious. Not that Gwen minded too much, she arched and sat up a bit. His weight and strength alone were enough to push he along the smooth stone, and she reached down to brace herself, still struggling to catch her breath, and her eyes half lidded as she just started to recover from her pent up orgasm.

Ben flicked his tail again and bucked his hips against hers. He was slowly working out how to hump in fish form. All he really needed to do was flick his tail hard enough and then bend back to pull himself almost all the way out, then flick his tail again and push himself back inside her tight warm, wet folds.

Unfortunately for Gwen each time he did that he pushed her back and that was getting kind of hard on her. “B-Ben… Y-you’re gonna grind off my butt if you keep doing that…” She panted out, trying to chuckle a little before she got an idea. “H-how about… we… uh…” She tried to figure out how to put it, which was a lot harder than is sounded since she was still kind of out of it.

Ben blinked a little. “What?” He stopped thrashing, but didn’t move from on top of her. “You want to flip over or move into the water or something?”

She smiled at him. “Let’s move into the water.” Gwen said with a smirk and an added wink. The water didn’t really bother her anymore, chocked it up to being orally pleasured by a fish, and she wanted to see what Ben could do in his element.
Of course Ben didn’t have any complaints. “Sure thing.” Although he did pause and blink a little afterward. “Uh… how do you wanna do that?”

Gwen laughed softly smiling up at her cousin. “You’ll have to pull out Ben.”

Ben pouted a little but crawled back off her, sliding himself out of her before quickly diving down into the water just off the rock, and once it was deep enough he floated back upright and stared back, waiting for her.

She slid up onto her hands and knees, sort of crawling out toward the water while she smiled out at her aquatic cousin. He just sort of floated there masterfully, staying still as he watched her with an inhumanly wide smile on his face.

Gwen stopped crawling once her hands were in the water. Her butt was high in the air and she wiggled it about. She could feel the hot juices of her opening sliding down her body and she hissed quietly as her core clenched and throbbed, obviously not too happy about being vacant.

Ben smirked back at her and turned over onto his back, showing off his aquatic manhood as he floated over to her, his hands tucked neatly behind his back. “Come on in Gwen, the water’s fine.”

She smiled and slid into the water head first, submerging her hot body completely before coming bobbing to the surface. She winced and wriggled against the water, trying not to shiver. “Uhhh, cold cold cold.”

Ben just kept on smiling as he slid across the water, floating over to her after flipping back vertical. “So, where do you wanna do it Gwen?”

She shivered a little but paddled on out to him. Once she got to him she wrapped her arms around his shoulders and let his buoyancy hold her up. “Oh however we can really… I don’t mind it like this…” She smirked a little. “Or I could go back a bit and lean against the rock.” She tilted her head and crinkled her nose a little, looking truly adorable as she held onto the large carnivorous horn dog-fish-man.

“Hey it’s my element, so I figure you should pick the position.” Ben smirked a little, leaning himself into her and with a slight flick of his tail, sliding himself inside of her again.

Gwen moaned and closed her eyes, tilting her head back a bit. “O-ok... I don’t mind this one…”

Ben smiled and wrapped his webbed hands around his cousin’s flat rear before starting to kick and flick his tail, bobbing himself up and down in the water as he held her still, pushing in and sliding out of her in a rough uneasy pace. Gwen just kept groaning, rocking her hips down against his as best she could as she bit her bottom lip and tried to keep from making too much noise, her hot tight folds squeezing and tugging and just generally molesting the thick intrusion being pushed in and out of her.

Her cousin kept flicking and kicking his tail, bobbing up and down in the water as he thrashed about, though he did lean forward a little, as upright he had no real control over where they floated to, and he had a sneaking suspicion that Gwen didn’t want to be seen having sex with a lake monster.

She moaned at him, as she started chirping. Her body kept clamping down around him, and she wriggled and bucked against him as he went along, managing to gasp out a single broken sentence. “A-against… the rock Ben… b-better… aga-against th… rock.” Before devolving back into moans and chirps.

A simple nod was Ben’s only response, well that and aiming their aquatic sex-fest toward the rock in question, in the process he managed to push himself deeper than ever before, leaving only one webbed hand on her rear as he used the other to brace himself against the flatter edge of the rock. Now he could flick his tail and pull himself almost entirely out before kicking it and slamming himself back up into Gwen with the full force of his tail’s kick.

Gwen was breathing hard, her eyes squeezed shut as she clung to him, her pink insides sucking and milking him roughly as she kept squirming and chirping out what might’ve been his name, though frankly it was a little hard to tell at this point.

Ben panted a little, though you couldn’t really tell, as this just meant he pressed his head down against his cousin a little more so as he kicked and flicked, water would splash across his gills. He didn’t really have much of a pace anymore, and he was really making quite a lot of noise as his tail slapped against the water’s surface as he used it to pump in and out of her.

Gwen’s eyes rolled into the back of her head as she rode his rough broken thrusting. She’d buck down against him as her body throbbed frantically around him, panting and chirping out encouragements. Ben just kept on going, the cold of the lake wasn’t much of a nuisance to him, but being cold blooded he did love the feeling of her warm flesh pressed against him, and wrapped around him. He kept flicking and kicking his tail to pump himself in and out of her as the hand he held against the rock slid down to the water level.

Gwen bucked and panted harder and faster. She bit her lip hard and crinkled her nose as her body clenched harder then she was used to, pent up make up sex was good in her book as of that very moment.

Ben’s nostrils flared a little as he panted roughly. He could feel himself building up, but he didn’t want to release until Gwen had first. Call it sibling rivalry, call it being macho, call it whatever you would, but the fish man was not going to release his seed until he felt his cousin climax first, and she was really starting to make some noise, groaning and chirping and growling on occasion, as she bucked into him more and more. It was getting to be a little overwhelming as the friction started to build up in her throbbing sensitive nub.

Ben let his tongue lag out across his jaws as he pumped her, smirking a little as the two of them made so much noise, it would be surprising if someone didn’t hear them. Not that he cared much, Ben just kept kicking his tail and thrusting in and out of Gwen.

The young red head yipped sharply as her body suddenly squeezed down around him. IT was like she was trying to pull him apart as the grooves and ridges inside her vacuum sealed down on top of him. She kept trying to buck down against him but she was tensed and shook as she had her second mind blowing orgasm of the day.

And all the attention did not go unappreciated, Ben smiled as he felt her seal down around him and moaned out, almost growling as he joined her in ecstasy, pumping out hot thick loads of Ripjaw’s seed deep into her belly, slowing his almost violent thrusts to a halt as he did so.

Gwen struggled to keep herself from simply attaching to him. Twice in one day after three weeks of not even touching herself, and then the hot swelling of being pumped full of goo, it was all a bit too much for the little red haired girl, and she still ground her hips against Ben’s even after he’d stopped moving, still wanting to feel him stir her core about.

He smirked down at her. “Heh, wanna keep going Gwen?” He grinned a little more and flicked his tail lightly, rocking himself against her, though honestly he wasn’t sure if he could’ve gone another round.

And luckily for him, neither could Gwen. “N-no… B-Ben… it’s getting dark… an-and I’m… re-really tired…” She smiled up and him and panted softly against his scaled chest as she hugged him to her.

He smiled and nodded back at her. “Right, I’ll go get your swimsuit, you stay here.” A careful moment to back out of his cousin, and then the fish man dove into the lake, looking about for her suit. He found it after a short while, and none too soon as the Omnitrix started to emit that ominous beeping the moment he grabbed it.

Gwen leaned herself back against the rock, shivering slightly at the loss of something to fill her up and at the slowly rolling lake water. She sighed and slid back up the rock, laying down against it as she just sort of enjoyed the warm feeling of seed slipping out of her and onto the cold skin of her thighs.

It took Ben a little longer, but he swam back to her, suit in one hand, and climbed up onto the rock beside her. He did take a moment to admire the image of her laying there naked, thighs slick and her smiling back up at him before announcing himself. “Hey, got your suit.”

She giggled a little and nodded. “I see.” Gwen smirked and took her time getting up, stretching her naked self out, arching her back as she did so, mostly just to get the feeling of having just been slammed by someone out, but maybe a little to tease her once again human cousin.

Not that he minded of course. “Come on, Grandpa’s probably worrying by now.”

“Alright, I’ll get dressed quick.” She nodded and crawled over to him, taking her suit slowly as the two continued to smile at each other.

“Not too quick I hope.” Ben smirked and chuckled lightly before diving back into the lake. “We’ll have to play again soon.”

Gwen giggled and stood up, slipping into her suit with relative ease. “Yeah, we sure will.” She smirked a little and dove in next to her cousin, letting the cool water wash her sex covered body off during the swim back.
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Gwen Tennyson's Alien Encounters