Bwen and Gwen

BY : TimedWatcher
Category: +1 through F > Ben 10
Dragon prints: 7515
Disclaimer: I do not own Ben 10, nor the characters from it. I do not make any money from the writing of this story.

A buzz came up from the front of the apartment, waking him. A pale and naked man stood, the evening light shining through. As he flexed his arms, he grabbed for a nearby glass on his coffee table with a droplet of warm whiskey that he whipped back without thought. He scratched like he had bugs in his hair as he limped up and around his couch, pressing the intercom button and giving a 'yeah' in response.

"I've thought about your offer... Can I come up and explain?" Gwen... his groin pulsed, as did his buzzer, letting her up without question. For a moment, he had forgotten how to be casual while in the nude as he unlocked his door. He thought about throwing on some underwear, but nixed the idea because they'd just come off again.

The door clicked, and in she stepped. God she was attractive. She still sported that short haircut he remembered back when he was in high school... in fact, she was wearing a blue and violet shirt, and a pair of tight white leggings that rode up well over her shins. Trying to get him nostalgic, the old girl... He folded his arms. She didn't seem distressed, but she did look away from his swinging tool. "Come crawlin' back huh? I knew you would."

"Look, what we had back then was... weird." She faced him, green eye to blue eye. "I had an insatiable need to be with a bad boy, and you..."

He pointed accusingly. "And you brought a cub to our den of iniquity just because I asked. I didn't threaten you. I didn't force you. I was happy to keep plugging your holes - but that look in your eyes when I even suggested it... I get hard just thinkin' about it." He talked a big game, but he considered his wild days to be over, and he was looking to be a one woman man.

Gwen sighed. "That's why I'm here. Come on in, dweeb." Gwen turned on a dime, sticking her head outside into the hallway. She motioned for someone, or... some thing. "I refuse to live in a dog collar like you suggested, but Ben will." Then he... she... stepped in along with Gwen. Timid with a hanging head, Ben still tried to make eye contact, hands folded in front of his frilly plaid skirt, that was skimpy and barely hid what was underneath - not that there was much to cover from what he remembered. "Can he live with us? The sissy faggot has spent so much time focusing on being a woman that he never got a real job."

There should have been a hint of embarrassment, being dressed like that in those fishnet stockings and the cleavage exposing top, his hair done up in an unmanly pair of handlebar ponytails. He could only imagine the looks the little slut got while walking behind Gwen around town, but for some reason, it all worked on Ben. Even the makeup, which on Gwen's face was subdued, subtle, but Ben meanwhile, looked like a full on slut with her neon pink lipstick applied to her plump, dick sucker sized lips, that was begging for his face to get fucked. "In fact, he'll be destitute if you don't do something." Gwen squeezed his face together, fishing those lips out. "Isn't that right, Ben?"

Ben gave a monosyllabic grunty confirmation, like he was too dense to speak English.

"He won't even be able to afford the hormones that gave him these." Gwen smirked. "Show him what you're working with, Ben." Ben did so without shame, pulling down her tubetop. He... she... even got out of the bra like a woman, with a dainty little shake of her shoulders as they floated down her skinny arms, letting her breasts pop forward, revealing dime sized areolas, with sharp looking nipples jutting forward. Gwen wrapped around her cousin's body, pumping one, then the other, showing indeed there was growth. Ben shuddered under her cousin's touch. "Heck, you could maybe buy him some big ol' implants." She teased each of Ben's nipples, getting a moan from Ben, as Gwen leaned into Ben's ear. "You'd like that, wouldn't you?"

"Yuh-huh..." Ben's response almost listless. Gwen stuck her tongue down her cousin's throat, as she never broke eye contact with her ex as she did. Ben was acting like he wasn't even being watched by him, like he wasn't even there while doing this lurid act of kissing his cousin, Ben letting out a "Guuuuh..." noise of some kind of stupid brained pleasure. As they swapped spit, his body reacted to it, the visual sending blood in a way as if he were seeing two hot women makeout, but... maybe Ben was just a girl...

"Look, I've even trained him. Go to your master." Gwen cemented it with a light slap of Ben's behind, as Ben stepped forward. "Now Ben, heel." Ben sunk to her knees. "Good boy!" Her sing songy voice made it clear she was pleased with his progress, even if it was played up just to humiliate Ben further.

The poor thing must have still been 30 IQ after he fucked her brains out all those years ago. Ben looked absolutely braindead and expectant while near his crotch, reminding him of those party girls he drowned himself in to forget Gwen. He took hold of Ben's chin, twisting and turning him by the neck, as if checking for grey matter, but only finding gold hoop earrings. "Did you really make him walk here like this?" He brought Ben up, as Gwen joined them, their positions triangled. She nodded.

He inhaled the side of Gwen's neck, then pulled in Ben, inhaling the side of her neck.

"You even smell like your cousin." He smiled. "I think I'll call you Bwen."

"O-o-okay." Bwen responded dumbly.

"Lock the door." Gwen was immediate with his request, as he led Bwen to the couch forcefully. Gwen tried to make herself independent, but she was just as domesticated as the sissy. "Gwen, make me regret our breakup - and Bwen, show me you're worth the investment." He made his demands clear with a leg raised on top of his leather couch.

He stood sandwiched between the two; Gwen's brilliant mouth sliding up his shaft, and the tongue of the brown haired girly boy, who now had snaked her tongue way up inside him. The feeling of both was driving him crazy. Gwen, not having lost her step, having even gotten better now that she could actually fit it fully in her mouth, while this new sensation from behind by Bwen was something he could probably never get Gwen to do, no matter how submissive she was. He didn't know which one he enjoyed more, unable to focus on one or the other, leading hands on both their heads - though they didn't need the help. 'Warmth' was how he would describe it. The noise from his front. "GLRK - GLUK GLUK GLUK" The noise from behind. "CHLORP - SLRRRRP." It contrasted them both perfectly.

He put his leg down. "Alright." He wiped his hungry lip. "I need to fuck one of you."

Gwen made eyes towards Bwen, while Bwen looked like a lifeless doll, uncaring as to whether he was chosen or not.

He picked her up like she was one.

Bwen's weightlessness reminded him of a woman's, as he tossed her over the side of the couch, using the backrest as a beam to separate and hold up his lower half, as he beat her cheeks like a drum with his meat stick. His bare bottom, legs and arms were completely clean shaven - his body as smooth as Gwen's. He wasn't sure who to thank.

Gwen's long nails and fingers came together as they clasped around his erection, guiding it towards the large O of an orifice.

"Just like old times huh?" Gwen's lecherous voice came as she smooched his face.

He plunged into the eager backdoor like it was a pussy, causing Bwen's body to lunge forward, as if she were trying to escape, but eventually, she came down, falling face first into the cushions, and allowing him to anally assault her. Girly noises followed. "Ngh... mmph..." Bwen barely complained, just mild winces and whines

"Agh, I'm cumming... I'm cumming!"

"Do it. Do it up his little faggot ass." Gwen mocked, as he pulled on her for support. She pounced at him, glomming to his face for an intense kiss.

As he filled up Bwen's chute while Gwen and his tongues wrestled, it reminded him of when they first got together, all those years ago...


It started innocuously enough on his part. Gwen and him were talking about their fantasies over the phone.

One night, he had gotten particularly gross, not meaning anything by his words. 'Oh I'll fuck your cousin in front of you, make you wait to see what I'm gonna do to you, you little slut."

"I could make that happen." Was her response - it came across cold over the phone, and there was a long pause from his end.

"Really?" He was curious, and even doubted she could - but Gwen talked it up, how pathetic Ben was, and how his only purpose in life should be servicing real men like him. In a way, that made him feel even more masculine than he already felt he was.

Gwen was sat in the back of the RV, the cordless pressed to her lips, her voice at a whisper, as she played with her hair. Ben listened in. He wanted her, but did she want him? "Yeah, I can't wait till I'm back in school and I can see you again. The trip has got my dweeby cousin all over me."

Ben burst in, mad, a little frustrated, grabbing the phone from her. "Who are you talking to?" He had some idea. A guy she knew back in Bellwood, but he never got the name. He rattled it, as if that would get him to talk, but the caller on the other end stayed silent.

Gwen snatched it right back. "Uh, none of your business!" Gwen held out her hand, creating distance, as Ben tried again to get into her personal space again, hoping to hear the caller. "Look, I'll call you back. My cousin is bugging the heck out of me." She shriftly stated, before hitting the squishy END button, as Gwen pinched the bridge of her nose. "Can't you stay out of my life for one nanosecond, nerd?"

"You're the nerd." Ben gladly threw back. "Besides. It's my job to annoy you."

Gwen grit her teeth, letting out a shrill shout at her cousin, before trying to find a Benless part of the RV.


Ben stalked the school grounds in annoyance. He should have been home by now, his parents expecting him and Gwen at the same time, but she was nowhere to be found.

He knew he was gonna start missing the good cartoons, so decided to head home without her anyway - but that's when he noticed her walking up a path unfamiliar to him and certainly to her. Ben tailed her closely, this wasn't the way home. Where was she going?

Ben noticed then that Gwen was following someone. Long haired and skeevy, he was everything Ben hated in a guy. He was one of those older kids - maybe late Jr high or early high school. What was Gwen doing following a guy like this?

And he did mean follow, as it seemed like Gwen kept her distance to not raise any suspicions that they were moving in tandem together. Unlucky for her, he was on the case.

Though, he wished he wasn't. Early fall weather. Ben rubbed his goosebump filled arms, as he saw Gwen become lighter in her step, even skipping! What did she see in him?

No more pretenses, the older boy took hold of Gwen's hand, as she looked up lovingly at him, as they broke from the cement, walking callously up the grass towards a single story home. It was wide, but it sure seemed small.

Ben waited by a large oak tree, wondering what he should do. Rush home and get his parents involved? This felt too complicated for just his usual hero ways, but what could he do?

There was a scream he'd recognize anywhere, and that's when Ben leapt into action, running towards the back of the house, and charging down the cement steps to the basement door.

Gwen met him standing in the middle of the room, hand on her hip. She wasn't scared at all.

The older boy emerged from the shadows, and he delivered a stiff smack to the back of Ben's head, sending him into the arms of his cousin, whose soft voice whispered down his ear a three word spell. Ben, even in the delirious state from the blow, knew that hex she had just placed on him:

She had disabled his Omnitrix.

On the floor, Ben watched as Gwen leapt onto him like a daughter who hadn't seen her father since he left for the war. She wrapped her little legs around his torso and her arms around his neck - but what a daddy/daughter wouldn't do, is stare with pure lust into eachothers eyes before engaging in a prolonged frenching session.

Ben quietly seethed, watching Gwen makeout with someone that wasn't him. He tried to keep his mind off it, looking for an escape. The basement was unfinished, but the wood paneled walls were stacked with knick knacks, and light peaked through tarped windows.

Gwen squealed with delight as he picked Ben up by his middle with her still cradled in his arm, before placing him along a table, as Gwen jumped down and climbed beside Ben willingly. Ben's eyes bulged at Gwen, silently communicating for her to do something - but she didn't, as Gwen's body went into full repose, reaching down to her tight tummy and pulling up and over her blue and light blue alien-cat shirt, revealing her pink nipples on her mosquito bumped chest.

He fell on top of Gwen, inhaling her heavenly scent; feeling up her body rib by rib on her skinny body, before brushing each tiny tit. "Hurrrrry~..." Gwen's voice on needles and pins as she anticipated his entry. Supple and strawberry skinned, she had no problem spreading her legs open, her knees tightly held at her sides as he underhooked them.

Ben watched on helplessly as that single line of the closed off cunny became two folds as the head spread her wider and wider, despite looking like it got tighter and tighter. Gwen's eyes shut, as her chin pointed upwards. "Ssstt! Hngh... ow... oooh... aaah..." The noises from her like the older boy was hurting her.

"Stop hurting Gwen!" His first instinct.

"Shut up!" The older boy raised up his hand, threatening to shove his fist down Ben's throat, as Ben cowered. His violent impulses were curbed by the girl on her back, grabbing hold of his arm, and bringing it down to her almost entirely flat chest.

"It's okay, he doesn't know what he's talking about." Gwen then defused the situation further by luridly leading the fingers into her mouth, sucking them down, and running her tongue between each digit - which indeed, did work, as he started ramming her again. In fact, any discomfort she had previously melted away, and she now had a minxy, kitten like demeanor. Ben could hardly believe she was old enough to take it, let alone a cock that mature.

Ben watched with intensity as Gwen was railed with long strokes, her neck like jell-o as she bounced next to him rapidly and happily; her neck becoming rigid, the side of her mouth hanging open. It was like Gwen was looking right through a ghost. "Gwen I'm gonna-"

"Oh god, please do it soon!" The table banged about noisily, like one of the legs was shorter than the other, as both their bodies clenched to one another, as Gwen wrapped her arms around his neck, their bodies in total alignment together; her spine and body became c-shaped, as they clutched closely for his final spasms, her inner thighs quaking.

Then they stopped, as both Gwen and the older boy sought breath, one after the other.

Ben watched in disgust as the penis re-emerged from inside Gwen, now dripping with thick lumps of white stuff that trailed back to her young and reddened pussy.

She murmured out his name. "You were amazing."

"Phew. Thanks." He exhaled. "Now what do we do with him?" The teen asked, thumbing over at Ben.

"Exactly as we planned." Ben questioned if it even was the real Gwen at this point the way she sounded.

He shrugged, as Gwen pulled up his shirt, while the older boy pantsed him. Being stripped down to his white underoos felt like he was being stripped of his dignity, as it exposed himself in a way he didn't want, which the older teen could see. It bothered him like when those cheerleaders saw him in his boxer shorts, but only worse. His unfortunate underwear choice not only made it like Ben wasn't just small, but what he had was insignificant. "Wow. Even when I was his age, I wasn't this tiny. You were born to be a sissy, kid."

"He really was, wasn't he?" Gwen commented snidely, like an evil cricket in her boyfriends ear.

Admiring the surprisingly large bottom of the boy, he grabbed hold of the tiny bulge, as he stroked it into making wetter and wetter spots appear in the tight white undies, coaxing out sluttier and sluttier faces out of the boy, faces that Ben tried to repress. "Ugh, dude, get off me you homo."

"Has anyone ever told you that you sound like a girl pretending to be a boy?" He then shred Ben of his last bit of dignity.

Gwen and him were experienced with this end, but it didn't stop him from trying to speed things along, as his attempts to angle it in proved frustrating. It felt like he would break his own dick before he could penetrate the tight kid's hole. "I don't know if I'm gonna fit." He said with mild distress, as he walloped his mushroom on the starfish, helping maintain his stiffy

"Hold on." Gwen perched above Ben, creating a snail trail on his back from the older boys recent deposit as she slid up and down his body. Gwen fully spread Ben as much as she could before spitting on her man's dick. As Gwen tried her best to gape the uncooperative Ben, she couldn't help but lick her lips in anticipation as her beau lubed up his cock.

Having seen both, the light brown hole was almost as appealing as Gwen's light pink pucker.

"Gwen, do something! Are you really gonna let him do this to me?" Ben struggled, which the only thing he could move while she was on top of him was his bottom, wiggling it and enticing the older boy even more.

She pressed her barefoot to his face, each individual toe curling at his lips. "But I'm enjoying this way too much." She then gave Ben a slap on his ass. "Now be a good little twerp and be my boyfriend's little slut."

His prodding started up again, and soon he found himself slowly but surely, widening his gap. Then relief for him came, as he broke past Ben's ring.

Ben screamed out. "Whoooh... god he's tight."

"Tighter than me?"

"..." He mulled it around a bit. "Maybe."

Another cry, his fists tightening, tears welling in his eyes.

She ignored his wailing. "Wow Ben, I'm impressed." She quietly exclaimed while rapping her hands on each of his cheeks, really enjoying the visual of the slow slither up her cousin's asshole.

"Reminds me of our first time." He winked at Gwen.

Gwen blushed, swiping playfully at him. "Shut up..."

He grunted deeply, taking hold of his hips like they were Gwen's, drilling home the point that he was in control, which resulted in mini howls of agony. "Is the little fag enjoying it?"

Gwen tried her best to see between his stomach and thigh as he flopped back and forth, before eventually she just had to reach between Ben's bunched together stomach and thighs, before grazing her small finger along his baby carrot, and pulling back something sticky. "Mmmm, I think so." Gwen looked at the tiny molecule of sperm with disgust, proceeding to wipe it off on Ben's clothes.

Gwen watched the pistoning, knowing he was close; her green eyes glowing. "Here it cums, bitch boy!" He thrusted harshly. "HHHRNGH! Shit..." Ben didn't know how to describe the feeling, the fire inside his butt was not the least bit soothed by the wetness flowing from his cockhead, as Ben's insides felt like they were gonna drown.

He collapsed on top of Ben, crushing him down; his hose finding lodging. The teen ground him out, enjoying the last bits of pleasure he could find inside the cave, as he then pulled himself out, uncorking the poor rear entry. "That was fun, but I know you kids gotta get home." Gwen gave him a knowing look, as he gave her a quick peck, and Ben a light, mocking tap on his reddened ass cheeks.

"Oh don't worry, I told our parents we're gonna be out seeing a movie, and that I'd..." She glowered smugly down. "Take care of Ben, if he got out of hand."

"Really?" He squeezed together Ben's buns into the semen leaking gape, creating a cum filled sandwich, as he then blew coldly on it, which resulted in a zombified groan from Ben. The older teen then whispered into Ben's ear. "Hope you're ready for round 2."

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