XXX Ben 10 Story: Small Problem Part 2
Ben saw his chance. If he could bombard her with enough compliments perhaps he could escape this without further injury. Taking a deep breath he launched himself into his rant. “Of course. They’re gorgeous. At my size they’re the size of grandpa’s Winnebago. They’re two enormous sexy balloons of flesh and just looking at them is getting me sexually aroused. Their size, their shape. The size and colour of those nipples and their hardness; they are the most perfect specimens of p*****n mammary’s that could possibly exist.”
Gwen stared down at him, almost dumbfounded. She had never heard anyone say anything so beautiful about her body before. Ben had never paid her so many compliments in one go before. Even if they had been delivered under the threat of pain they still reached her and made a smile spread on her face. “Oh Ben. Thank you.”
She loosened the grip of her fist and shifted and changed it. She pulled him in close, pressing him between her breasts in an extremely weird mismatched hug, sing her hands instead of her arms to hold him close to her body. Ben could hardly breath as he was squashed between the two fleshy mountains. They were a lot more firm than they looked but still had a little give as he rubbed his hands over them. He was panicking, waving his arms around, trying to get Gwen’s attention. He did just that, but not in the way he wanted. The rubbing and pressure at the base of her young tits, and her body already aroused after her interrupted masturbation, new waves of pleasure began to build up inside her and her pussy jumped out of it’s pause mode and her desire to finger herself returned with new vigour.
Allowing her hand to find its way down to her moistening cunt, she closed her eyes and envisioned Ben laying on top of her, shirtless. His cool, strong hands sliding over her back, squeezing her ass tightly. As she slid two fingers into her tight snatch she imagined it was Ben pressing himself gently inside her. She was so hot and wet, the juice ran over her fingers.
She’d never fantasised about her cousin before but it was turning her on more than anything else she had ever pictured. “GWENNNN!!!” His high cut through her fantasy and she remembered that she was pressing her cousin against her breasts. She pulled him back and stared down at him, strange thoughts were in her head and the pounding urges coming from her pussy weakened her ability to resist them. She pulled Ben away from her chest and gripped him tightly in her hand again. “I’m not putting you down yet, dear cousin.” She said in a seductive voice. “Not until I’ve finished with you. And you’d better co-operate or I’ll tell Grandpa about you peeking on my in the shower and using your aliens to pull pranks again.”
Ben fell silent. Grandpa didn’t like him using his alien forms for personal gain and pranks. If he thought that Ben was peeking on Gwen in the shower he’d kill him. Gwen knew she’d won against him. Her smile spread on her face and gently lowered him down. Grey Matter was six inches tall, larger than any of her fingers and he would move, touching parts she would never reach.
Ben’s already large eyes grew wider as he realised what she was doing. Her dripping pussy drew closer. He could see the bulb of her clit. Using two fingers she spread her lips wide and he caught sight of the delicate pink folds of her insides. Her scent, it was so delightful.
Gwen moaned softly, sliding Ben into her tight cunt. She closed her eyes and had to lean against the wall to stop herself collapsing to the floor. He was spreading her so wide, his limbs were moving, so small and yet so strong, feeling, rubbing grabbing and touching her in places she never knew she could be touched. “Oh God Ben. Oh Yes.” She gasped breathlessly. Her face felt hot, she couldn’t tell what was water from the shower and what was sweat.
She squeezed her breasts in her hands pinching her hard nipples between her fingers She moaned deeply. Lightning bolts of ecstasy shot up through her body. “Ahh…Ben. God yes, just like that.” Ben was squirming hard, twisting and turning through her insides and sending wave after wave of pleasure crashing through her. Gwen rubbing hard on her nipples.
She palmed her breasts and gave them a hard squeeze; she bit her lower lip and groaned. She moved her hands in a circular motion massaging them hard. She wished it was Ben doing it for her. She squeezed her thighs together, Ben couldn’t escape from her now. There was nowhere for him to go but deeper inside. The heat that was spreading from her core to her hips to her waist was driving her wild. With each wave of orgasmic pleasure she squealed loudly, not caring if anyone could hear her through the walls of the hotel.
“Ahhh…Fuck.” Her legs gave way and she slid to the floor of the shower. She arched her back a little as she writhed around. Her hips thrust at the air, working with Ben’s movements, feeling the power of his twists and turns driving her orgasm towards her like a juggernaut. She pinched her nipples so hard she broke the skin and drops of bl**d leaked out. But it felt so good.
It was just the thought that it was Ben doing this to her that seemed to magnify the power of her growing ecstasy. “Oh what a dirty, dirty girl, you are, Gwen” she thought through the haze of pleasure. She writhed on the floor, feeling the hot water raining down over her flesh. She looked down between her legs. Tiny bumps rose and fell on her flesh as Ben squirmed through her. She through her head back as a fresh wave crashed through her. Only one thought entered her mind and it made her cry out on ecstasy. It was the thought of Ben, in human form doing this to her with his cock. His piercing green eyes staring into her own as they both drove each other toward their climax’s.
“Oh God-” She gasped. Ben felt like he was doing flips inside her cunt. “SHIT.” She cursed, as she felt her walls being pushed to their limits. “Oh GOD, BENNNN.”
She threw her head on the side, her face contorted with lust and want. She did not even see the juices that flowed out of her core. Bolts of pleasure shot through her body, sending her into complete ecstasy. She groaned loudly as her orgasm rocked her. It wouldn’t stop, it was like an earthquake in through every cell of her body. She didn’t know what Ben was doing to her but it was driving her insane.
She twitched wildly as the major power of the orgasm started fading. She couldn’t stop. There was more movement. Ben was twisting around inside her, moving around. What the hell was he doing? “Gwen.” He was pushing his way out of her, she could feel her lips spreading. She gasped, moaned and cried out as he made his way out. There was a sudden feeling of emptiness that she didn’t like but the powerful feeling of satisfaction over her body made her feel a little better.
Ben and his tiny form stepped out and away from her. His body was covered in the slime of her juices and stared up at her with a very blank expression. He didn’t know what to think after what he had just been through. Gwen looked between her legs, at her tiny alien-formed cousin. There was a strange smile on her face, was of deep fulfilment. “OK.” She said breathlessly. Her face was flushed and her eyes were a little out of focus. “Now I’m finished with you.” “Yeah.” Ben said, he sounded shocked to the core. His tiny hands were shaking as he walked away. He climbed out of the shower and onto the bathroom floor. “Yeah.” He muttered again. No matter how long he lived he didn’t think he would ever get over that. The horror, the disgust, the pure sickness of Gwen and her actions, but most of all, that fact that he actually found himself enjoying it towards the end.
The light on his back started to flash red. A second later he was human. There was a temptation to turn an look through the shower curtain at his thoroughly sated cousin. But he just wandered to the door and left her alone. Back in his human body and faced with a naked Gwen, he was no longer sure what he would do.