Okay, after seeing the lack of Ben 10 BenxGwen fics, I decided to write my second story, and its gonna be a romance one.


Setting:RV Ages: Ben-12, Gwen-12

Disclaimer:I do not own anything related to Ben 10 or Cartoon Network

Author's Notes: Don't like this then don't read it. Here goes!

Ben woke up to the sound of the RV door shutting. He went to the front of the RV and saw a note from Grandpa Max. The note said that he had gone out shopping and would be back in a few hours. As Ben finished reading the note, he began to wonder were Gwen was. He looked around for a bit and thought that she'd gone out too. Ben decided he should take a shower and train with his aliens. He began to head to the bathroom and was lost in thoughts of how to train his alien alter-egos. He failed to notice the soft sound of a bath already in progress. Ben entered the bathroom and began to ready himself for a bath. He stripped himself and went to open the curtain. He gasped at the sight. Gwen was lying in the tub with her eyes closed, looking extremely relaxed. Ben's eyes began to wander over Gwen's body. As he was looking her over, Gwen opened her eyes and saw Ben standing next to her, naked. She began to blush insanely. When she spoke, it knocked Ben out of his trance like state of watching her. When Ben noticed that she had seen him, he rushed out of the bathroom and into his room. He got on a robe and sat down, extremely confused. He had never seen Gwen as he had before, she seemed like a godess to him when he had seen her in the tub. As he was in thought, Gwen came to his room, wrapped in a green towel just like Ben. She sat next to him and tried to get his attention.

Gwen was about to speak when Ben said, "I'm sorry Gwen, I should have listened for you in the tub. Go ahead and yell at me, I deserve it."

Gwen calmly replied, "It's alright Ben, I was being pretty quiet so it was an easy mistake. I want to ask you something though..." Her voice had gone from calm to embarrassed as she spoke.

Ben shakily questioned, "What did you want to ask me, Gwen?"

Gwen became flustered and answered in a cautious tone, "Well...Erm...Did you like what you saw while I was in there?"

Ben was shocked, and asked, "Do...Do you want my honest answer?"

Gwen thought that he was going to say he thought she was ugly, but responded, "Yes I would. Honesty is the best policy you know."

Ben took a deep breath and said in a rather quiet, and shakey voice, "Yes Gwen, I did like what I saw in there. I know it's wrong to say this, but I've had a bit of a crush on you for a while Gwen. This little incident just confirmed that I have been having feelings for you. I know I can't expect the same feelings from you, so go finish your bath and..." Ben was cut off with a kiss from Gwen. Ben's eyes went wide but then slowly closed as he got into it. He began to deepen the kiss, and Gwen began to moan softly. Ben began to let his hands rub her back. His hands drifted down to her tight ass. As he began to rub it, Gwen's hands wrapped around Ben's neck and she began to moan again. They broke apart to breathe and Gwen began to shrug off her robe.

Ben watched in awe as her body was revealed to him again. Her body was still slightly wet and her nipples were erect. She let the robe fall to her waist and laid it in her lap. Ben looked into her eyes and she saw love and passion in them, Ben saw the same in her eyes. They moved in closer again and Ben's robe fell to about the same position as Gwen's. Ben began to squeeze her ass and Gwen's hands roamed Ben's chest.

Ben again deepened the kiss, and licked her lips with his tongue. She opened her mouth in a soft moan and his tongue darted in and began to fight with hers. Ben's hands began to move back up her back and around to her front. He began massaging her stomach. His hands moved up to her chest and she moaned louder than before. He broke apart from her and she seemed disappointed. Ben moved his head down to her chest and began kissing her breasts. His hand began massaging one as he brought his tongue to the tip of her left nipple. Gwen began moaning and slid her hands onto the bed. She took one hand and slid it into Ben's robe. She began stroking Ben's shaft. She took her other hand and slid it into her own robe. She began rubbing herself and moaning much harder. Ben switched breasts and began grunting from Gwen's stroking. Ben stopped and stared into Gwen's eyes. She nodded, knowing what he wanted to ask.

She laid down and Ben got on top of her. Ben threw both of their robes to the floor and lowered his head to Gwen's navel. He began to lick her slit until Gwen cried out, "Ben! Wait!" Ben looked at her and wondered if she was thinking of stopping. He gave her a questioning look and she said in a seductive voice, "Let me do you too..." Ben nodded and Gwen reversed her laying position. Ben's throbbing member was in front of Gwen's face and Gwen's vagina was above Ben's face. Gwen took Ben into her mouth and began bobbing it in and out, licking ravishingly. Ben resumed licking and used his tongue to penetrate her slightly. As they continued this, they felt their climaxes building up. Ben continued lashing at Gwen's clit and Gwen began to suck Ben's member until they both came in one big climax.

As they both recovered, they licked up the other's cum and cleaned the other up. Ben got up and laid back onto Gwen. She nodded quickly and he captured her mouth in his. He nudged her legs open and pushed his member to her entrance. She moaned slightly from the contact. He deepened their kiss and entered her. She cried out in joy and in slight pain. Ben pushed in a bit further until he reached her barrier. She whimpered as he broke her. He held up until he felt her wrap her legs around his waist and pull him down into her. Their kiss was broken as they moaned loudly. Ben began to pull himself out and then pushed back in. He began to get faster with every push. Gwen spoke in between moans, "H...Ha...Hard..Er Ben!" Ben complied and began thrusting faster and harder. With every thrust they moaned loudly. As they continued making love their climaxes built up once again. Gwen's walls tightened and she climaxed first. This sudden suction caused Ben to moan loudly and climax. Once they had recovered, they stared into each others eyes again.

Ben said, lovingly, "I love you so much Gwen, I never want you to leave me."

Gwen replied in a similar tone, "I love you too Ben, and I will never leave you.

They fought sleepiness for a few more seconds as they leaned in for another kiss. They fell asleep still lip-locked.

About twenty minutes after Ben and Gwen had fallen asleep, the RV door opened up, and the thuds of climbing steps and the closing of the door were heard. Shortly after, there was a quiet gasp.

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