Disclaimer: I don't own Ben 10, any related names or characters.
It was Halloween. Ben and Gwen were in their Grandfather's RV, as he had agreed to take them to the best spots in town for candy. Both Ben and Gwen felt this should be their late time trick or treating since they were now both twelve years old, going on thirteen.
Ben was already in his costume, a pirate costume similar to the one worn by Johnny Depp in the Pirates of the Caribbean movies. Gwen was still getting dressed in the bathroom. Ben couldn't wait to see what she had decided on.
He hated to admit it, but for the past couple of years Ben had been bearing a developing crush on Gwen. The time they had spent together since that fateful Summer three years ago made Ben realize that their animosity towards each other had only been based on gender and familial prejudices, not to mention a type of sibling rivalry that came from their being born on the same day. He also began to see Gwen as the pretty and intelligent individual she was. He began to feel deeper and deeper affection for his cousin as time went on. Soon he realized he was totally crushing on her. Of course he hid these feelings away. He knew what incest was and how it was frowned upon by most of society. Thus he kept his thoughts of lust to himself.
"Hey Gwen," he said. "How long are you going to be? We only have so long before all the younger kids get to the good houses and I don't want to miss out on the Super Sumo Bars."
"Hold your frilly blouse, Jack Sparrow," Gwen replied sarcastically. "I'm just about done."
Ben put on his Pirate hat and leaned back, wondering what his crush was going to wear. He didn't have long to wait.
"Well," said Gwen as she stepped out. "What do you think?"
Ben looked over and nearly keeled over in shock. Gwen was wearing a variation of her old Lucky Girl costume, only with slits on her sides and the outside of her legs, exposing small amounts of skin to the air and rather than a mask, she wore a cat-ears headband. She had also painted her face up with some mystic symbols she had gotten from her book. Since the ink wasn't magic the runes were just decorative but they did give her a very exotic appearance. What really got Ben was how well her top hugged her breasts. Puberty had hit Gwen like a cannon, gifting her early on with quite an impressive set of breasts. Ben of course noticed this easily and had to try harder to hide his attraction to her. In this outfit however, it was hard not to get really turned on by her.
"Well?" Gwen petitioned again.
Ben turned away slightly and said, "It looks fine," in a hasty manner.
"Well, thank you," she said sarcastically at his chastely toned complement. "Where is Grandpa?"
"Still getting ready I guess."
Then Grandpa Max entered the RV from his house. "Hey kids, sorry but…" He stopped mid sentence when he saw Gwen's costume, "Wow, Gwen honey… is that your costume?"
"You don't like it?" Gwen replied.
Grandpa scratched his head. "Well, it is a little provocative. I'd be cautious. A young man might get ideas seeing you in that."
I know I certainly am, thought Ben.
"Best wear a coat over that when you two are out."
Ben looked up at the old man. "What do you mean 'we two'?"
"Unfortunately I can't chauffeur tonight. Some old Plumber buddies of mine are coming by on a semi-surprise visit. I sort of promised I'd entertain and forgot about promising to drive you."
"But Grandpa," said Gwen in a complaintative tone, "you promised. This is going to be me and Ben's last Halloween."
"You're just going to dump us at the last minute!" Exclaimed Ben.
"I'm sorry kids," Grandpa replied. "But I haven't seen a lot of these guys in years, I can't just leave them hanging either."
"But we had it all planned out," said Ben. "We can't hit all the target houses without the Rustbucket."
"I know that," said Grandpa as he smiled. "That's why I'm gonna let you guys borrow her for the night."
Both pre-teens looked at their Grandfather in confusion. "Grandpa," said Gwen. "While I'm flattered that you trust us with the vehicle that makes your actual home seem like your home away from home, neither Ben nor I are even old enough to drive."
"Don't have to," replied Max as he patted the dash, activating the Plumber-tech in the vehicle. "Auto-pilot will take you anywhere in the city, and a holographic driver will keep everyone in the dark. Just my way of apologizing."
"Thanks Grandpa," Gwen said with an amount of joy that surprised Ben.
Is she really looking forward to being with me? He thought. Nah, she probably just wants to have the best last-Halloween ever. I'm sure I will.
Some time later, Ben and Gwen were walking back to the Rustbucket with their haul of acquired goods. As promised, Gwen wore a jacket over her costume, which was actually a good thing since the air was quite brisk. The thin material of her costume provided little protection against the cold, so she was glad she had decided to cover up.
Ben was just glad he could finally spend some private time with the girl he loved. She looks so incredibly sexy in that costume, He thought. Tonight, I have to tell her. I can't stand holding this in. Maybe if she rejects me to my face I'll be able to move on finally, but regardless I have to tell her.
"Ben, this is so much fun," exclaimed Gwen. "Our last couple of Halloweens kind of sucked."
Ben nodded. "Last year Animo tried to create a race of Vampires to kill all mankind, and the year before that Kevin made a comeback and we didn't even have time to buy costumes. And before that we were so exhausted from Summer vacation that we didn't even bother with it."
"But this year will be the best ever. Just you, me and no adults. Total free reign."
"No adults you say?" Said an unknown voice. The cousins turned to see some teenagers standing behind them; three of them, all boys, all older than them. The leader walked up to them. "Too bad. You know, it's dangerous to be walking out at night all alone. Something bad might happen."
With that, his buddies grabbed Ben and dragged him to a wall while he grabbed Gwen.
"Hey!" shouted Ben. "Let us go!"
"Sorry kid," said one bully.
"This is kind of our thing," said the other.
The leader separated Gwen from her candy bag. In the process he noticed her coat and with some effort, pulled it open. "Woo-hoo," he exclaimed. "Hey fellas, check out the hooters on this bitch."
His buddies turned and whistled at Gwen.
"Let her go!" Ben stated as he managed to bring his hand to the Omnitrix.
"Oh, I think not," replied the leader as he began groping Gwen's breasts in his hands. "In fact, I think me and this little slut are going to have quite a night."
"No, Please…" Gwen pleaded as continued to kneed her breasts. "Stop this."
"How's about a kiss, you little whore?" The leader moved to forcefully kiss her when a green flash filled his vision.
He looked towards the source of the light as it died down. He then saw something not human lift his buddies off the ground and toss them into the nearest car. The thing turned its blowing green eyes at him and flashed razor sharp teeth with a growl.
"What the hell?" he exclaimed as he released Gwen.
"What's wrong pal?" asked the beast, "Never see a Werewolf before?"
As he got closer, Gwen could see that Ben had turned into Benwolf and that the alien lycantherope was bearing down on her would-be rapist.
The punk ran but Benwolf pounced him and angrily dug his claws into the guys back.
"Listen here you shit!" Said Benwolf with a roaring growl. "If you ever touch her again I'll rip off your fucking balls and shove them up your ass! Got it!"
"Yeah!" the guy shouted in pain.
Benwolf withdrew his claws and quickly picked up Gwen and leaped away towards the Rustbucket. Once there, he reverted back to Ben and Gwen hugged him and sobbed into his shoulder. She held herself close to him in fear and humiliation.
"Oh God Ben!" she exclaimed. "That was so horrible! That bastard, he… he…" She sobbed into his shoulder.
Ben shushed quietly into her ear. "It's okay, I know. He won't do it again, I swear. Just calm down." He held her and rocked her body gently to help her calm down.
"I was so… afraid he going to rape me. I knew he was going to. If you hadn't I…" her voice caught in her throat.
"Shh, I know. I would never let that happen. I care too much about you."
Gwen pulled back slightly and looked at her cousin's face. Then, sobbingly, she sprung forward and kissed him full on the lips. Ben nearly pulled away in shock, but then, remembering that this is what he always wanted, he kissed back. The two stood there for a few seconds locking lips.
Then Gwen pulled away. "I'm sorry," she said in embarrassment. "I shouldn't have done that."
"Then why did you?" Ben asked, slightly disheartened.
Gwen stepped out of his arms and turned away from him. "I probably shouldn't say this, but… Ever since that Summer three years ago, I've been having these weird feelings for you. I thought it was just puppy love at first; I heard that happens sometimes with cousins. But now I see, I'm totally in love with you Ben."
Ben's eyes widened. Her words were exactly how he felt.
"I suppose I can't expect you to feel the same. I just hope we can still be friends at least."
Ben smirked. "I might have a problem with that."
Gwen's shoulders slumped. She began to fear that she had just ruined what had been a great relationship with her wonderful cousin. Then, she felt a hand on her shoulder, which turned her to face the loving gaze of Ben.
"… Because," he continued, "I want us to be so much more than that." And with that, he locked lips with her again.
Small tears of joy washed down the sides of Gwen's face as she smiled into his kiss. Her arms wrapped around his neck and his around her slim waist. He opened his mouth and licked her soft lips, asking permission to enter. Instantly, her mouth opened to his and the kiss deepened. Their tongues touched and twisted about each other happily. When they finally broke the kiss, they came to realize how close they had gotten. Gwen's breasts pressed into Ben's chest, allowing him to feel the hardness of her nipples through both their shirts. Gwen also noticed Ben's "friend" poking at her abdomen.
"Wanna stop?" Ben asked out of sheer consideration towards Gwen.
"Nope," Gwen replied quickly.
"Then we're heading inside."
Once inside the RV, Ben locked it and pulled down all the shades. He turned to Gwen and saw her sit seductively on the side of the table.
"Ben," she said. "Did I mention that your pirate costume is so incredibly cute?"
"Don't think you did," Ben replied. "Did I tell you that your costume makes you look impossibly sexy?"
"No," Gwen replied. "But, I had a feeling."
Ben walked up to his love and kissed her once again.
As soon as the kiss was broken, Gwen pushed him into one of the dining seats and said, "Wanna see how sexy I look without it?"
Ben's eyes widened. "Are you sure Gwen?"
"I wouldn't offer if I wasn't," she replied.
"Okay," was his only reply.
Gwen smiled and pulled out her computer. She turned it on and played an audio file with some seductive music on it. It had taken her quite some time to find the file she wanted, but it was worth it. She began to dance sexily to the music. She swayed her hips in a way that drove Ben wild. Then she began rubbing herself, starting at her hips, then up to her stomach, then over her breast, then finally through her scarlet locks. She performed the action slowly to increase Ben's arousal. She could tell by the drool it was working.
She moved her hands over her tits again and down to her stomach, then up to the breasts again. She began to rub and fondle her own tits as Ben watched on, his hard on straining through his pirate pants. Smirking sexily, Gwen then grabbed the front of the top and gripped it hard. Then… Ripp! She tore open the top of her costume, revealing two very appealing and totally uncovered young breasts.
Ben felt like his head would explode when he beheld Gwen's upper body in all its supple glory. "Dear God, Gwen…" he gasped. "How bi… I mean… uh?"
Gwen smiled at his lust filled confusion. "I'd say they must be at least C cups. I wouldn't really know. I hardly ever wear a bra."
She shouldn't have said that, Ben thought. "May I… Touch them?"
Gwen leaned forward, offering them to his willing grasp, "You may," she said. "You, and only you."
Ben cupped the mounds of flesh in his hands and began squeezing. Gwen moaned slightly to let Ben know he was doing a good job. He then began to pinch her very hard nipples, earning an even bigger moan.
"Suck them Ben," She said. "Suck my tits."
Ben complied. He kissed around her left breast then licked the tip. Then he wrapped his mouth around it and began to lightly suck. Gwen moaned even louder as Ben's teeth teased her nipple. Then he switched to her right tit and continued.
"My god," she moaned. "Ben that feels so good."
As Ben sucked her tits, his hands wandered her still cloth covered sides. They traced up her thighs and over her ass, which he gave a nice squeeze. Then his hand moved around front to her stomach, then down between her legs.
Gwen gasped as Ben's fingers reached her most private place. He could feel her moistness through her bottoms. He could also feel that she hadn't worn panties either. He ceased sucking at this realization.
"Someone's been a little daring tonight," Ben said with a smirk, noting his discovery.
"The pants… huh… were to tight… ahh… for panties," She replied between moans. "This was… oh my… more… comfortable."
Ben got up with Gwen and placed her on the floor. He then moved his head down to her crotch and began licking her through her costume, earning some very heavy moans. Then he grabbed the material over her pussy and tore it off, just as Gwen had done for her breasts.
"That better?" He asked playfully.
"Yes," Gwen replied softly.
Ben then began to lick her lower lips. He stuck in two fingers and moved them about while his tongue teased her lips. Gwen felt herself on the borderline of bursting. And when Ben began to lightly suck in her clit, she knew she was going to.
"Ben, I'm cumming!"
And cum she did. Ben tried his hardest to catch it all but some got on his face and shirt. He pulled off his shirt and jacket, then moved up to Gwen and kissed her, letting her taste her own sweet juices. She found it far less disgusting then she thought. In fact, she found she liked her own taste.
Ben broke the kiss and looked down at the girl of his dreams. She laid down on the floor, sweaty, hair splayed out, privates exposed, panting from post-orgasm. She was a mess, and he still thought she was gorgeous.
Gwen was still horny and began to rub her cunt. "Ben," she said. "I want you. In need you inside me. Please, fuck me Ben."
Ben looked at her in shock. He knew things were going fast, but he hadn't expected this. He figured after her first orgasm she'd come to her senses and their fun would stop, instead she had even less sense then before. "You sure Gwen?"
"You doofus!" she screamed. "Just fuck me damn it!"
"Easy Gwen," Ben replied. "I just want to know you're sure."
"Yes," she replied huskily. "Please. I'm sorry for yelling. I just need it so bad. Please, I'm begging you, please fuck me."
"Okay," he replied. Ben pulled down his pants and boxers, revealing his hard-on.
Gwen looked down in shock. Ben was big. He wasn't huge to her knowledge, but it was big enough to make her worry. She looked at her own slit and panicked a little. Can he even fit? She wondered.
He moved between her legs. "Ready baby?"
"Yes," she stated, with a little hesitance, as she spread her lips for his cock. "Please, Ben. Fuck me."
Ben leaned forward and guided himself between her waiting virgin cunt. He pushed in up to the head and touched her wall. So tight, he thought. He looked into her sparkling and lust filled eyes. She nodded for him to finish it. He braced himself and then thrust in.
Gwen screamed. She hadn't expected the pain to be so bad. Tears streamed down her face. Ben leaned down and held her lovingly as she adapted to his intrusion. He kissed her cheeks and held her close.
"I think I'm ready now," Gwen said as the pain subsided.
Ben nodded and began to pull out. Then he thrust in again. He repeated the motion again and again. Gwen's whimpers of pain soon became moans of pleasure. He kissed her neck as he pumped her sex.
"Oh Ben," she sighed. "It feels… good. Very good. Harder. Please fuck me harder."
"Right," Ben grunted. He began to increase his pace. He was incredibly turned on by how tight she was. He lifted himself up and pumped harder into her cunt. Ben continued to pump her harder and harder.
"Oh Ben!" She screamed. "Fuck me! More! More!"
Ben grabbed her breasts as he pounded her. She moaned loudly as he squeezed her tits.
"I'm cumming Ben!" She cried as she felt the climax build up inside her.
"Me too!" Ben replied. He tried to pull out but Gwen wrapped her legs around him. "Gwen, I have to! You could get pregnant!"
"I don't Care!" She replied, gasping. "I want to… have your baby! I want to… get pregnant! Fuck me… Cum inside me!"
Ben tried to protest, but it was too late. The pressure became too much and they both came at the same time. Ben collapsed on his lover. They lay there panting for a few seconds.
Finally, Ben lifted his head and looked at Gwen. "I'm sorry," he said.
"It's okay," replied Gwen, knowing why he apologized. "It's my fault. I just didn't want to stop."
"Did you mean it?" Ben asked.
"What you said about getting pregnant; did you mean it?"
Gwen sighed. "I'd prefer not to get pregnant at this pivotal point in my life," she said, reverting to her smart-alekky self. "But if I did, I'd want you to be the daddy."
Ben smiled. "Well, if you do get pregnant, I promise I'll take care of you and our baby. I love you Gwen."
"I love you too Ben," she replied as she cuddled up to him.
They just laid there in the after-glow of their lovemaking, unsure of what was to come next.
More? Just say.