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The Irresistible Ben 10	By : PopNFresh Category: +1 through F > Ben 10 Views: 78057 -:- Recommendations : 0 -:- Currently Reading : 2
Disclaimer: I do not own Ben 10, nor any of the characters from it. I do not make any money from the writing of this story.

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

Summary: Ben is messing around with the Omnitrix one day and gets turned into…..HIMSELF!?

Chapter 1

Ten year old Ben Tennyson was sitting alone on his bed in the RV. His Grandpa, Max, was busy driving and his obnoxious cousin, Gwen, was helping with the map. Ben, however, wasn’t concerned with them at the moment as he was busy trying to find out more about his newest toy, the Omnitrix.

Ben had been pressing different buttons and trying new combinations to see if he could turn himself into some new type of alien. He started trying to separate the ring in the middle and it slid open revealing a small button labeled “Warning H-Mode, No Turning Back”.

Ben had to stop and think for a little bit. ‘No turning back?’ he thought to himself, ‘That would be perfect. Stay alien as long as I want.’ Without wasting another second Ben reaches down and presses the H-Mode button. He was instantly engulfed in the familiar green light that comes with his alien transformations and could feel himself changing. Once the light had clear and Ben’s eyes adjusted he looked down. He was somewhat disappointed to see his normal body.

“Aw, man,” Ben said to himself, “I guess it had to be too good to be true.” By now his Grandpa had parked the RV at their camping location for the next couple of days. After setting up the camp Max decided to go collect enough fire wood to last them their stay. At this time Ben decided to finally come out of the bedroom he and Gwen share to look around the camp. He only made it as far as the fridge before he stopped to stare at Gwen.

It was weird. He had never really noticed before, but his cousin wasn’t really that bad looking. She had a set of small, but developing breasts, her ass was tight and fit her, and the way she stood just looking through the fridge. All of this made Ben start to get this feeling in his gut, like something wanted out. He looked down to see his 14 inch erect penis bulging his pants out more than he thought possible.

Gwen had gotten bored once her Grandpa had gone out to get fire wood and decided to look for something to snack on. She was just about to give up looking through the fridge when she felt a pair of eyes on her. She knew instantly that it must be her ten year old cousin, Ben. Normally she would get annoyed and turn around to yell at him for a while, but for some reason this time was different. This time Gwen felt the urge to tease her brat of a cousin a little. She faked interest in something at the bottom of the fridge and bent down giving Ben a view of her ass that he wouldn’t soon forget.

If Ben had thought Gwen was hot before he changed his mind. She was now the idol of sex to him. The way her ass stuck out as she search the lower parts of the fridge was forcing his already aching cock to scream for freedom. And if that wasn’t bad enough Gwen started to wiggle her backside ever so slightly raising the strain on his pants even more.

Gwen was stating to get tired of the bent over position she was in and decided now would be a good time to confront Ben. As she stopped her gyrations, stood up, and turned around to face him, however, she was shocked to find herself facing an incredibly embarrassed Ben sporting an erection to shame any man.

As Ben saw his cousin spin around to face him with a look of shock he immediately attempted to hid the gigantic swell in his crotch. But no matter what he did he was still stuck under the gaze of his surprised cousin. Ben began to blush such a deep shade of red it was a wonder is erection didn’t go down.

Gwen was frozen in place. Her brain couldn’t figure out what to do. Part of her wanted to run, another part said to ignore it, something else wondered how big it was, but the voice that seemed to keep getting louder kept saying, ”Take that cock. Fuck him. You know you want it.” Gwen bit her lower lip in hesitation trying to ignore the voice, but it just kept getting louder and louder. Finally, she couldn’t take it any more and leaned in, kissing Ben.

Ben couldn’t believe what was happening. He had just been caught ogling his cousin with a raging hard-on and he wasn’t getting yelled at. In fact, he was getting rewarded. He let out a low moan as Gwen’s lips enveloped his in his first real kiss. This wasn’t some little peck on the lips it was a full blown, stuck forever kiss. Ben wasn’t complaining as he leaned in and brushed his tongue against Gwen’s lips requesting entry. He was granted access and they were soon locked in a full on make-out session.

Gwen had given up all resistance and just let herself indulge in what was about to happen. As Ben’s tongue entered her mouth she reached down and cupped his ass with one hand wile she rubbed the head of his cock through his pants. She was thrilled with the moaning response she got out of him. She proceeded to work at his shaft through his pants while they fought with their tongues.

Ben was starting to really get into this as he instinctively reached for one of
Gwen’s developing breasts with his right hand while using his left to grip her ass and pull her in tighter. He wanted this moment to last forever, but she pulled away from him and, as he was about to complain, peeled off her shirt revealing her small tits to Ben, she wasn’t developed enough to wear a bra yet. Ben reacted almost instantly as he sucked Gwen’s left tit into his mouth and started to pinch the other with his right hand.

Getting a little more adventurous, Ben reach down into Gwen’s jeans with his free hand and started to rub against her soaking crotch. This elected a groan of anticipation from Gwen as Ben switch which nipple he was sucking and started to press against her harder.

All the while Ben’s pants are threatening to tear under the immense strain of containing his gargantuan penis. He finally couldn’t take it anymore and broke away Gwen leaving her panting and stopped to look her in the eyes. “Are you sure you want to do this?” Ben asked her in a caring, but needy voice. “Benjiman Tennyson, if you aren't naked with me in our bedroom in the next thirty seconds I’m going to make you regret it.” With that the couple rushed into their bedroom and closed the door. Without any hesitation Ben and Gwen removed the rest of their clothes and threw them aside. They had to stop for a second to admire each other.

Gwen’s slightly embarrassed facial expression was the sexiest thing Ben had ever seen. Her tits were just starting to develop into something you could squish and there was a small patch of pubic hair just above her dripping cunt.

Ben had gained some muscle since summer had started. His chest was somewhat masculine and he was barely starting to get body hair. The thing that took most of Gwen’s attention, however, was the huge 14 inch cock that extended from his torso.

They embraced again. As the kiss deepened Gwen began to fondle her cousin. Hearing him moan ad she lowered herself down so she was eye level with Ben’s cock. She ran her tongue gently along to bottom of his shaft until she reached the top where she planted a small kiss.

Ben had never felt anything like this before. Every touch, every hint of air moving around his dick made him feel like he was about to explode. He moaned at every kiss to his head and let out low groans every time Gwen’s tongue ran the length of his hard cock.

Suddenly, Gwen’s motions stopped and Ben had to look down to see if something was wrong. He saw her moving slowly towards the head of his cock getting ready to engulf him into her sweet mouth. Ben places his hand on the back of her head coaxing Gwen forward to his pulsing cock.

Gwen had never done anything like this before, the thought had never even crossed her mind. Yet here she was, about to give her very first blow job to her cousin, of all people. She moved her head forward and slowly sucked the tip of Ben’s rod into her mouth. As she moved her mouth down the first few inches of his cock she almost gagged, but she was determined to take his whole dick in her mouth. She didn’t know why, but she had to have his entire cock down her throat.

As Gwen started to take more of his cock past her mouth and into her throat Ben started to push on the back of her head a little more, urging her to take it all. Ben closed his eyes in bliss as he felt the rest of his cock slide gently down his cousin’s throat.

At about 12 inches Gwen had to stop. It felt as though Ben’s cock and hit a dead end. She heard him groan at the lack of sensation at the base of his dick. Gwen could feel his need and felt obligated to fit the full length of his cock as she gripped his ass and, in one big push, forced his pelvis against her face.

Ben almost collapsed under the shock of getting his entire cock deep throated. He couldn’t believe Gwen was actually able to take all off him down. The way she did it made it seem as though she had answered his wish. “God yes,” Ben moaned as he felt Gwen’s throat muscles pulsing around his aching meat. When his cousin started to bob her head Ben couldn’t help but moan out her name and call for more.

Gwen could do nothing but comply. It was like she was under a spell. Everything Ben wanted her to do she was following. She couldn’t figure out why, but something was making her…

She didn’t get the chance to finish her thought as Ben’s screams and gasps started to get erratic. Gwen could tell he was going to come and was about to take his cock out of her mouth, but was stopped by the same feeling she’d had earlier. Before she could go any further she felt Ben thrust forward with a grunt of pure ecstasy. She could feel his seed pouring into her. She swallowed stream after stream of Ben’s hot cum, but it just kept coming.

Finally, Ben let out a sigh and slipped his cock out of Gwen’s mouth. He had to sit down on the bed to catch his breath. That had been the greatest thing he had ever done in his life. Not only did he reach his first orgasm, but he did it with the girl he had been secretly admiring all summer. He felt his cock twitch slightly and noticed that it has still rock hard.

‘God I want some more of that,’ Ben thought to himself. Almost on command Gwen got to her feet and walked over to the bed where he was resting. “You want me to take you all the way?” she asked, already knowing the answer.

“You better fucking believe it.” came Ben’s reply as their lips clashed in another kiss. This kiss only lasted for a few seconds before they broke it apart and their eyes met once again. Without saying a word Gwen pushed him onto his back and position her soaked pussy above his throbbing cock. She slowly let herself slide down on top of him.

As the head of his dick push into her toasting hot snatch Gwen could feel her cousin tense up. They moaned in unison as she descended further down his cock. Suddenly, she felt a pinch of pain echo through the pleasure as Ben’s dick pressed up against her hymen. She hesitated, not sure if the pain would be worth it when she heard him groan, “Keep going, Gwen.” With that said, Gwen plunged her self down all the way, choking back a scream as Ben’s enormous tool broke through her virginity.

Once Ben’s cock had filled up all of her pussy, Gwen stopped to let herself adjust. It was amazing; she could feel Ben inside of her. His huge dick was filling her to her to the limit, forcing her to twitch with every shift or pulse in his cock. The pain had all but passed now and she groaned as she started to lift herself off of Ben’s lap. Slowly Gwen removed everything but the tip of his cock, sighing all the way. As she reached the peak she took a brief pause before plummeting back down onto her cousin’s love tool.

Ben had never felt anything like this before. His entire cock was surrounded by wet heat while Gwen’s walls pulsed and twitched around him. It was an entirely new level of pleasure. He was starting to get frustrated with the slow pace Gwen seem to have selected and began to buck his hips upwards, begging for more.

Gwen happily complied. As she started to bounce erratically on Ben’s pulsing cock her pussy started to burn with an immense sensation. It felt like his dick was buzzing with electricity, overloading her senses. She fell forward onto her cousin’s chest, unable to keep pace anymore. Without hesitation Ben rolled them over, keeping his cock buried deep inside of her. He began to jackhammer in and out of her without remorse.

Gwen had turned into a convulsing heap beneath Ben. All she could do was moan as the intense pleasure he was giving her built to her first climax. She flailed wildly as her pussy clammed down and she came all over their midsections.

Ben continued his relentless assault, pushing Gwen to another orgasm on top of her first. He could feel the pressure build inside of him, but couldn’t stop it anymore. He growled in orgasmic bliss as he buried his 14 inches into his cousin. Stream aster stream poured out of him, mixing with the juices that were already spilling from Gwen and overflowing her. As their climaxes died down they cuddled together in Ben’s bed.

“I love you,” Ben whispered into his cousin’s ear as they dozed off, Ben’s softening cock still buried deep within his cousin.

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AN: I’m not really sure why I decided to write this. I always thought that the Onmitrix should affect Ben somehow sexually and the only person for him to really hook up with is Gwen. I guess I was getting tired of all of the fics with OC’s in them too. Oh well. I hope you liked it. Read and review.
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The Irresistible Ben 10