Ben 10 Porn Story: Small Problem

Ben 10 Porn Story: Small Problem


This was quite the treat for them, to be staying in a motel instead of the back of the Winnebago. Ben and Gwen sat at the table of the vehicle waiting for Grandpa Max to return. “A night without your snoring.” Gwen said with a dreamy smile on her face. “Bliss.”  “Me snore? You’re the one that goes off like a chainsaw every night.” Ben snapped right back. Gwen glared and frowned at him.  “As if doofus. Why do you think I like camping outside? It’s the only quiet I get.”  “Why do you think I like you camping outside? It’s the only peace that I get.”

“That’s enough you two.” Max’s voice interrupted the two of them. He stepped into the Winnebago and tossed a room key onto the table. Gwen snatched it up before Ben could even blink. “You’re in room 7.”  “Uh, grandpa, where’s my key?” Ben asked. He didn’t like the way that the events were playing out. Max looked at the two of them.  “We have a tight budget, you two are sharing a room.”  “GRANDPA!!!” Both kids yelled in unison with twin tones of shock and disapointment.  “For goodness sake you two, you’ve been sleeping in the same room for weeks. Surely you can survive another night.”  “Don’t bet on it.” Ben muttered under his breath. He had been looking forward to a comfortable hotel room all of his own. Now he had to share one with his geeky cousin. If he went Heatblast during the night and cooked his cousin then he wouldn’t be to blame.

Things went from bad to worse for them when they arrived at room 7. Gwen was the who opened to door and was the first to discover the problem first. “Grandpa.” She yelled angrily. Max, in the room next door, poked his head out and looked at the two of them. “There’s only one bed.” She demanded. Ben poked his head into the room and saw, with dismay, that she was right. There was only one double bed.  “The best I could do.” Max muttered. “There weren’t any rooms with single beds in them. It won’t kill you to share something for once.” “Don’t bet on it.” Gwen muttered. She stomped her way into the room. Ben sighed and shook his head. This was going to be a long night.

*********

Some time later.

“Check and mate. Again.” Gwen muttered as she shifted her bishop into place and snatched Ben’s rook. Ben pouted and turned away from her.  “This stupid game is boring anyway.” He shuffled to the end of the bed and clicked on the small TV that sat on top of a cabinet. There wasn’t much on but it was much better than playing chess with his smart-aleck cousin. “It’s not stupid. Chess has been played for centuries, from kings to commoners. It teaches logic and strategic thinking. The best thing considering what you like to do as a hobby.” She indicated the Omnitrix on is wrist. “Perhaps a little strategy instead of rushing in, waving your fists all the time, would help things a little. Less bruises and smashed buildings.”  “You just have to go and geek everything up don’t you? Even going hero and kicking alien butt.” He switched the channel on the TV, there was some black and white movie on, boring, but better than the talk shows on the other side.

Gwen shook her head. He was just hopeless. She wrinkled her nose. “I’m going to get a shower. Just because you like the wallow in your own stink doesn’t mean I do.” She marched of to the bathroom and Ben heard the lock click half a second later.

Ben looked at the door for a minute, a sly smile spreading across his face. He’d show her for talking down to him. She might have a big head but she didn’t need to rub his face in it. He never could resist a practical joke.

Ben activated the omnitrix. It’s small panel lit up with the alien green light he knew so well. “Time to Ghostfreak you out.” He said with a little giggle. He slammed his palm down on the watch and was blinded for half a second by the green light. He felt his body shifting and changing. The light faded and he instantly knew something was wrong. He didn’t have that weird disembodied feeling he usually had with Ghostfreak and everything in the room had grown a hundred times larger. He looked down at himself and sighed. “Grey matter.” He said with disapointment. “I wanted scary, not scarcely seen.” He chuckled at his own joke. “Still, when life gives you lemons and all…” he rushed to a small air vent on the floor, it led through to the bathroom. He could hear the sounds of the shower running. “Someone of my size could cause a little chaos to the plumbing I suppose.” He slid himself into the vent and ran through to the other side. The vent was an obstacle course of dust balls and even a live cockroach. “So much for cleanliness and hygiene laws.” He muttered in annoyance. He squeezed through to the other side of the vent and into the bathroom before the roach decided to work on it’s instincts or discovering if he was a food, threat, or a mate. He didn’t feel like fighting, getting eaten by, or humped by, a roach half his size.

The bathroom was hot and steamy, full to the brim with thick humid air. His alien form had never felt more comfortable. Made sense, him being a frog-like species warm and moist environments would naturally agree with him. “Time for a little fun.” He muttered and laughed to himself. He rushed up to the edge of the shower. It was a stand alone cubicle with a curtain to allow privacy. All the plumbing would be under the small plastic square that a person would stand on while cleaning themselves. He would have to get under stand to cause Gwen a little trouble.

Crawling under the shower curtain he stayed in the corner, where he could stay relatively dry from the shower rain. Ben glanced left and right, looking for a way down and under the shower so he could play with the plumbing. A blob of soapy foam crashed down right next to him and he looked up angrily. His already large eyes widened as he stared at his naked cousin.

Gwen was rubbing her body with thick lather over her developing breasts. Small, like a couple of apples, but present and noticeable. She had some sexy curves beginning to develop around her hips. She had a very nice body under those boyish clothes she always wore. From his tiny position the best view he had was between her legs. Her pussy looked so tight and young. There was a fine layer of hair covering it, she was turning into quite the young woman now.

Gwen’s hands cleaned the soap from her body. Her hands rubbed over her breasts and she bit her lip gently as she pinched her nipples.  I do believe she’s sexually arousing herself. Ben thought, the intelligence of Grey matter provided the words that he barely understood.  Gwen worked a hand lower to between her legs, keeping the other massaging her breast and pinching her rapidly hardening nipple between her fingers. Her eyes were closed and her breathing deep with soft moans. Her fingers strayed over her pussy lips, rubbing them gently, teasing her clit between two fingers. Slowly she slid her middle digit into her tight hole. She had to lean a hand against the wall to hold herself up. She sped up, pumping her digit in and out of herself slowly building up speed.

Ben was mesmerized by the sight in front of him, he couldn’t take his eyes of the giant masturbating Gwen. His tiny alien body was reacting, he could feel a bulge begin to press against the cloth of his black and white suit. He glanced down quickly and took in the sight of a raging hard-on, begging to be freed from it’s cloth prison. The bulge was barely half an inch n size but on a six inch tall alien that would probably be a decent size.

Gwen’s head flopped forward. She looked ready to fall to her knees any second. For half a second her eyes opened just a fraction. She caught sight of Grey Matter and they snapped open wide. “BBEEEEEEEEEEEEEEEEENNNNNNNNNNN!!!” She screamed with ultimate rage. Ben tried to run but she was too quick. She grabbed him in her fist and lifted him right up to her face. “WHAT THE HELL DO YOU THINK YOU’RE DOING YOU PERVERTED FREAK.”

Ben had to grab the sides of is head to protect himself from her screams. “Easy Gwen, please. You’re going to deafen me.”  “I’ll do more than that.” She growled. She tightened her fist. Ben yelled and wriggled as the crushing pressure built up over is whole body.  “I was just going to mess with the plumbing a little. It was just a joke.” He yelled out very quickly while he still had breath in his body. “but it’s your fault, you distracted me.”  Gwen froze, her grip loosened and Ben could breath again. “How much did you see?”

Ben’s expressions turned very sly, Gwen didn’t like it. “I wandered in while you were lathering up those lovely breasts.”  Despite her shock and anger, Gwen did notice that her cousin had actually given her a compliment on her looks. Maybe it was because she had the ability to crush him like a bug at that moment, but she took the compliment all the same. “You…you really think they’re lovely?” She had always been slightly embarrassed with her body, that was the reason she kept it hidden under tomboy clothing.


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 preteen 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 blood 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.

The END

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