Bwen and Gwen

BY : TimedWatcher
Category: +1 through F > Ben 10
Dragon prints: 7260
Disclaimer: I do not own Ben 10, nor the characters from it. I do not make any money from the writing of this story.

Bwen's cock cage jingled and jangled helplessly as she rode atop her master's boner, while Gwen's hands pressed against the silky smooth thighs of Bwen, widening the gap, exposing the scene.

Bwen's knees looked like she could barely keep herself up, especially in those stiletto heels, as she bucked wildly at the filling feeling his prick gave her, as it was the only way she could get any actual pleasure being locked up by Gwen. In that moment, she NEEDED his cock and would do anything to fulfill her master's wishes.

As Gwen watched the asspussy ploughing with glee, seeing her cousin fall, rise and fall down repeatedly on shaky looking ankles, it made Gwen lick her lips in anticipation for her turn.

It made her want to do more than that with her mouth.

"Wait." He stopped. What did Gwen want?

Gwen unsheathed the man from Bwen's backdoor, causing Bwen to whine and getting a surprising thrust upwards in her palm, which she tried her best to corral, a clear indication he wanted back inside the pussy of Bwen's. Gwen admired the sweaty heft she had control of.

He peered over Bwen's shoulder to see Gwen giving it a teasing taste with her tongue, as if testing it, before fully allowing it inside her mouth. There was a small wince, as something didn't agree with her, before her green eyes opened again, looking directly at him, before Gwen gave him a popping suckle. "You nasty goddamn slut." She released his cock before guiding it right back towards Bwen's hole.


Ben looked out his window, the sound of crickets chirping.

His thoughts of Gwen faded, filled now with visions of that stranger.

The pain had subsided, but the desire in his heart had grown.

Ben had no idea what he was really like, filling in details in his head about him. "Hey Ben, I think your cousin's great and all, but I really want you."

Ben's voice perked up. "Huh? You mean it?" Ben leapt into the arms of no one in his bed, his fantasy barely able to keep him warm that lonely night.

Meanwhile, just below Ben's window, a young girl in a mask with the movements of a cat burglar made a familiar trek through quiet streets.

Making it to nearly the other side of town, she sidled up to your door. Gwen saw the low orange light and heard the warm hum of a television. With a slow twist of the knob, she stepped inside. Not slamming it shut, Gwen was stiff enough with it to have it make a crisp sound to alert you.

You awoke from your nap, reflexively clicking off the television with the nearby remote. Wiping your eyes, your face cracked into a smile at seeing the waist high girl, though you did need a moment to adjust to what she was wearing.

She stood in a blackish purple skintight leotard that left her wrists and ankles exposed; a violet scarf was tied around the middle of her tummy, like it were a heroes belt filled with gadgets; her face obscured with a cat eyed masquerade mask that covered only half of her face, with a similar color scheme to her body, with hanging cut ribbons on both sides that fell to and fro as she closed the gap between you two. The disguise had painted on accents to appear like eyelashes, making her green eyes seem bigger. You swore the outfit freed an aspect of her personality, her sensuality on display at all times, knowing exactly how to move to accentuate her features in it, her lacy pair of lavender gloves on her hips as she strode over, before doing a twirl in your graces. Gwen tried to explain this costume to you over the phone once before and why she wore it, but you just didn't get it.

"Lucky Gal..." You rubbed your new patches of facial hair. "It's better than I imagined." Gwen stood on her tippy toes, as your hands interlocked together; you placed more of a casual smooch on her lips, just happy to see her, as yesterday's ravaging of her satisfied your animal desire. Yet hers wasn't, as a slutty smug sneer overcame her, her lip half raising, exposing a pearly white fang. Gwen jumped up, catching your head in her hands, as she pulled you down into another, longer, stronger kiss; her fingers ran through your hair with verve; her teeth playfully gnashing on your throat.

You stopped her, now cradling her in your arms, before pulling her in tight, easily overtaking the exuberant young lass, as both your heads rolled together, your bodies moving in an almost slow dance.

Leaving her breathless with another kiss, you pinched those blue baubles in her ears. "Your parents shoulda known what letting you get these at your age would mean."

Gwen got bashful, but showed them off to you, as well as the soft and vulnerable part of her neck. "Oh yeah? What does me getting them mean?"

You thought of a few insulting things, but went back to something nicer. "That you're a little mature for your age."

Gwen inhaled, standing a little taller. "That's right, I am."

Sitting back down, you undid your belt and pants; presenting yourself freely to her, as Gwen gave your burgeoning bulge a knowing look and smirk, before Gwen half-started a cartwheel into your lap. Her small body having a certain agility that would be perfect in a ballerina, as she had perfect control over her bound legs, which she now spread out athletically, completely spread eagle before your eyes, reminding you of a flower blooming out, both of you now in a sitting 69 position.

Gwen, like always, wanted to go first, as both her small hands pawed then yoinked out your stiffy from your underwear. Gwen pouted out her lips, and practically made out with the tip of your cock, rubbing it sloppily all over her face, before giving it a kiss.

And there she was - looking particularly puffy with her lips encased like that. You scratched at it like it were a lotto ticket, before stretching the material apart. "Hey!" She yelled.

"What? How else am I supposed to get to your little kitty?"

Gwen didn't have a real response to that, and mumbled over your cock the word 'jerk', which you were okay with, as you felt her tongue lapping up the now exposed glans. Gwen could have just left it at that, but she was almost scientific in how she applied her strokes on you, resulting in wetter and wetter jerks.

Your tongue prodded against her labia like an unwanted guest, before prying her apart with a slithery stab, as you tasted a tinge of her urine, which only made it more appealing to your tongue, as you searched her inner walls for more of her tasty nectar.

It wasn't long, as you sputtered into her mouth quickly. Gwen always seemed to know how to work your shaft to her whims; feeling every drop land inside her warm mouth, just enjoying having her swallow up every bit of your slime.

Part of you kind of just wanted to push her off and be done with it, but you knew that wouldn't be fair. Her legs locked your head in place, letting you go nowhere, as her now reddened nethers seemingly begged. You slurped and slobbered, devouring the hairless ball of peach. "Yes... yes... yes! Don't stop!" Her voice came heavenly sweet in higher and higher pitches as you pleased her, before crashing down into a dire request. It felt like she was ascending to a higher plane, causing Gwen to nearly fall, as she seemingly latched onto you for total leverage, before finally recollecting herself.

Gwen let you go. "Mmmm..." She moaned, as she shifted her lithesome body out of view, and just as expertly as she put herself there in front of you.

You wiped your chin and lip of her juices. "Want to watch TV?" You offered, picking up the remote.

"Sure." Pushing herself up by her dainty wrists, Gwen stretched like a content feline. "But what's even on at this time of night?" She asked with a yawn, before resting her head in your lap, as you caressed her red hair with your free hand, trying to avoid the channels that were nothing but paid programming, eventually coming to a stop on a rerun of a decent sitcom.

Once you were both settled in, and that you had massaged her brain into compliance, you put forward the question: "Is it okay if I pay your cousin a visit? By myself, I mean."

Gwen lifted her head from your crotch with energy. "No way!" Sounding offended, you weren't expecting that. "You and I, we're together. Ben's just uh..." She pushed a finger below her bottom lip as she thought about it, before jutting it forward as she found the right word. "An accessory."

Despite her clarification, it didn't stop you thinking about the brown haired brat.


Ben and Gwen hadn't talked for a whole week. Not about the incident, nothing. It felt like she was maybe using it as a way to taunt him. She had done something wrong, yet refused to acknowledge it. It was driving him up the wall - and in his weaker moments, he imagined himself with... him.

One thing was for certain though: Ben no longer carried himself with a swagger of a superhero, his steps unsteady; a nervous tic in his face emerging whenever anyone got too close. Even around friends he was like this. It felt like... no, Ben knew the only person that wouldn't do this to him, was ironically, the one who made him like this in the first place!

Ben sighed as he turned the digits on his locker. That creep just wanted Gwen and he had probably forgotten he had existed at this point.

Then he spotted it.

"Let's meet up. Old school bathrooms on the westend, 12:30" The words were written on a post-it note sized paper, and below that he signed it with his two initials - Ben's green eyes glimmered as he read it, partially folding it in case anyone was peaking over his shoulders. He looked at it like one might getting a golden ticket in a candy bar - but a small part of Ben pushed back. 'Remember what he did to you? It hurt.', 'Don't be an idiot, he's only interested in Gwen.', 'YOU. LIKE. GIRLS'.

When the bell rang, Ben thought of turning himself into XLR8 just to make it to their planned meeting in the quickest fashion possible, but didn't want to make himself seem that desperate. Ben thought there was a chance he could still seem cool to the older boy - but maybe that wasn't the right word for how he wanted Gwen's boyfriend to see him.

The lack of noise from other students or teachers or even the poor lighting didn't deter him from this other section of the school, but a second guessing step followed however, getting him to kick at a dirty tile - it was possible the older boy could be doing this just to humiliate him further, as he might invite his friends over to laugh at Ben with the knowledge of his tiny penis now known. Yet the same justification to stop ow got him going again, as the thought evolved into all of them joining in and trying to fill his young ass with all three teenaged cocks - a feat he wasn't sure could even be possible, but one he was willing to try... maybe.

Ben pushed on the weightless door, finding him standing there like promised. He wasn't pleased to see Ben, nor was he displeased; his face neutral, as if this was always going to be the outcome.

Striding over with confidence, he grabbed the boy by the scruff; getting a reaction he wasn't expecting, as Ben gave him a totally enamored look. "Little fag." He shifted his junk. "You want this, don't ya?" He towered over the boy, his cock imprinting in his pants, as he anticipated the boys lips or asshole, it didn't matter.

"Uh huh." Ben tacitly agreed, but he could now barely read Ben's face, as the boy was stuck staring at his groin.

He led him around by his neck, pushing him over one of two nearby sinks, before forcefully stripping Ben with a single curled finger yanking wispy through the crack of Ben's buns. He was sure he would have done it himself if he had asked, but in his mind, it had to be forced on him, or it was too faggy. Green cargo pants lay crumpled at his feet, as his goosebump laden legs stood on tippy toes; Ben's bruised knees and legs added a sense of a youthful vigor that was just begging him to corrupt it. He would have never done something like this normally, but something about Ben's aesthetic really did him in and made him want to fuck him up his little boy ass. In his mind, Ben was only raised a boy because it said so on his birth certificate. In the mirror, he sized up his features, yet still his horny mind went back to Gwen as he stared at Ben's face, their familial ties obvious; his mind's eye overlaying their visages together.

With a lick, his finger teased the pucker, getting Ben to flinch with every circle. "Mmmm, ya like that?" Ben was quiet, which reflected in how tight the sphincter felt. "You gotta be honest and let me in - or it's gonna hurt again." He squished. "How does that feel?"

Ben seemed unsure of himself. "Uh... nice, I guess." He switched from digit to thumb, pushing it, and penetrating the soft tissue, a swampy warmth enrapturing it. It was gross, but it did confirm Ben was relaxing, which was good, because he could barely contain himself.

He threw up his baggy shirt with his free hand, trying not to get his germs or smell on it, as he prostrated out Ben, exposing his bunghole betwixt his semi-pale cheeks, while aiming to stab his erection at the wincing orifice, giving each of his meaty rumps a wallop, as the sound of skin to skin smacking echoed in the bathroom.

The anticipating ring expanded, allowing to slip further and further into Ben, as Ben's anus squelched and squeezed around his cock. His large hands wrapped around the boys middle, getting a feel for the surprisingly hairless body, another thing that reminded him of Gwen. A look of relief like he hadn't had sex in weeks took hold, as Ben's teeth grit, his nostrils flaring. It wasn't long till he was all the way in, and could feel the heated balls of Ben. The kid was a regular bitch in heat.

It was a slow start, not out of benefit for Ben, but trying to make it last. Ben got huffy and puffy faced real quick, reflecting back at the older boy, and he loved seeing the reaction of Ben's continued dumb-faced denial of how much he enjoyed being plugged. "Ungh-ungh-ungh-ungh." Ben repeated in a low grunt as he was driven into, as if he weren't the least bit enthusiastic about this, but at least he wasn't screaming like their first time.

Ben's loins throbbed. He didn't know what loins were, and he knew he was getting swollen like the older boy - but nowhere near on his level, his own limp and floppy, as it banged sometimes against the ivory as he received the older boys penis. He reached down, trying to prevent it from hitting, but the older boy violently wrenched his arm, stamping it into a bind to his lower back. "You're not enjoying this."

Ben's elbows banged against the peeling linoleum wall, barely able to brace himself from the repeated backside attack from the teen as it got more intense, and the voice of Gwen's boyfriend escalated, as he almost screamed out, arching over Ben like a feral cat or a dog, and Ben felt that now familiar rush into his lower half, that Ben, even if he didn't like it, couldn't say no to regardless. He accepted the discomfort that now bubbled and boiled with heat up into his intestines, or at least close to them.

"Fuuuuuuck." Dislodging naturally, he ran his now sensitive, sticky, half-boner along Ben's behind, through his soft crevices and even towards the seeping entrance, though he didn't re-engage himself. He wished the brown haired boy was a red head, because everything else about him reminded him of Gwen.

Ben felt that nasty creaminess that ran down his thigh from his butt, and wanted to get down and clean it, but he was too tired, his mind and body disagreeing, much like how he ended up here in the first place.

Ben's neck snapped, as a surprising sensation came, as he turned to see Gwen's BF wiping his oozing doughnut with a folded bit of TP. Despite everything they had done, this felt like the first real intimacy between them. Ben watched with shock, blushing for the first time, as he did a final pass over, before taking the nasty looking wads with him into the toilet, the sound of a bolt sliding into place. Ben pried himself off his perch, pulling back on his pants with embarrassment as he listened to the sound of urine splashing, while turning on the faucet.

Water ran, as they casually washed up beside eachother, as if he hadn't just buttfucked the boy moments ago; Ben sometimes would look up to him as if he were an older brother, wanting to say something. Maybe asked if he had done a good job. His mind was so foggy and full of strange musings. "We could make this a weekly thing."

Ben froze up as his hands dripped. "Uh... okay." He tried his best to be cool about it.

"And listen to me." He ran Ben up against the bathroom stall metal, resulting in a dull thud; his hand around his neck and chin, "Do not mention this to Gwen -- or I'll do something worse than what I just did right now - and you won't like it. Got it?"

"Got it." Ben responded back muffled from his fishy looking lips.

The older boy let off, feeling like he got his point across, as a grimace frowned now, which got him to leave the scene he had created in a hurry. Ben rubbed his smartening red face over and over. 'Why'd he do that?' He wasn't some lame snitch. Besides, it was none of Gwen's business anyway what two guys got up to together...

If Ben wanted to supplant Gwen, he knew he'd have to get in good with him somehow...

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