A/N: Hey all, I've been bitten by the Bwen bug that's floating around, and decided to write this one shot for some of my friends who happen to be Bwen shippers as well. You guys know who you are. That, and my beta and co-author was after me to write one, given that Bwen shippers face pretty much the same ugly mudslinging that SM/WW shippers face, and although I'm no fan of incest, when the choice is between a nice guy who just happens to be her cousin, and a disturbed psychopath who used to try to kill her said nice-guy cousin at regular intervals (who I'm supposed to believe suddenly had a change of heart and is supposed to be in love with her from episode 1 of AF); I'm pretty sure Gwen would fall for her nice-guy cousin. So here it is, my first Bwen fic, and it's smut to boot.

I was inspired to join the crew after reading Lady Arreya's terrific fic 'Fair Trade Chocolate', and this one goes along similar lines as that one.

I prefer to use the aliens from the original series since it's my opinion that the aliens as well as the transformations were much better thought out and rendered than in AF, and he does use those aliens as Ben 10,000. That, and I'm really not a fan of AF in general and consider it to be below the standard of the original series.

Rating: Rated M for steamy content, language and for cousins getting it on. Don't like that? Then don't read, and I'm warning you- no flames (Gwewin fans, this means you), or so help me God, I'll just write more of these to rile you up.

Summary: Ben 10000, Gwendolyn, and a popsicle. Ben finds Gwen likes to play dirty, but all's fair in love and war. And that includes seducing your cousin when he's trying to watch a football (for all our American readers, I mean Soccer. What you call football, we call rugby- just wanted to avoid the confusion) game. PWP.

Read on, enjoy, and reviews from the Bwen brigade are most welcome.

Fair Game

by Cael-El595

Her tongue flicked out quickly as she just barely caught a drop on its way down to her thigh. Ben licked his lips. He found himself wishing she would let it fall. He'd be right there, ready to lick it up.

He shifted slightly on the couch as she glanced up at him. Was that a smirk? Her eyes drifted over him and he found himself tensing under her gaze. What could she be thinking? Yes, she was definitely smirking now. Her hand, which was previously resting on the pillow across from him, inched its way to her neck, eyes closed and lips slightly parted.

As he watched, a drop did fall. The red bead of sticky sweetness rolled slowly down her neck and to her ample breasts.

"Oops," she murmured, giving a throaty chuckle. He withheld a moan. This wasn't going to be as easy as he had thought. Using her index finger, she caught the drop just as it was about to disappear down her shirt. Watching him with smoky green eyes all the more beautiful because of the dim light, she closed her lips over her finger.

"I'm so messy sometimes." Her voice was velvety, heavy with seduction. She was a dangerous woman sometimes; he had learned that a while ago. Ben's size and strength, coupled with his cunning and resourcefulness made him a formidable foe. Even in human form. But Gwen, as lithe as she was, could turn his legs to jelly without so much as a touch, and without having to resort to magic to boot.

He cleared his throat loudly, hoping to counteract the spell she was weaving on him. With the same amount of strength it took him as Four-Arms to lift Kevin in his mutated form and hurl him across the span of a starship, he averted his eyes. The figures on the holo-viewer seemed ridiculously stale. Had it been only a minute ago he had waved her away because he wanted to watch the game?

She gave a little sigh, almost inaudible if it hadn't been for how intently he was focused on her every move. He forced his gaze to remain on the holo-viewer. What teams were even playing? Did he even care anymore? No, he couldn't care less about who won. But this was a matter of pride now.

She gave a soft moan as she stretched her arms over her head. Ben's head turned before he could restrain himself. Her shirt rose to expose her skin. Skin he knew tasted as good as it looked. His fingers started quivering. No, no he had to be strong. She couldn't just manipulate him with a bit of sexual innuendo. He gripped the small pillow hard, keeping it over his lap. He couldn't let her know what she was doing to him.

She had almost finished her popsicle now. Her lips were bright red with the juices. He bit his tongue. She pushed the rest in her mouth, almost all the way. She pulled it out slowly to reveal the stick was clean as a whistle.

"That was sooo good." Her voice wafted over to him, sending tremors down his well-muscled back. He remembered the road that had brought him here. It had taken years of intense fighting against any and all comers, pretenders hoping to make a name for themselves by putting down Ben 10,000. He also remembered the first time Gwen had seen him shirtless. Her slender fingers had traced over the expanse, following every contour. He had thanked God he had been strong enough to weather all that to receive the pleasure, which made it all worthwhile. Gwen's devotion to fitness never waned, sometimes bordering on obsession. The day she had joined him for a workout in the HQ followed by a sparring session had turned out to be one of the fondest memories he held of her.

The sound of crinkling paper drew his eyes to her once again. Her eyes were on the holo-viewer, although he would bet the Omnitrix, and his dignity, that she wasn't interested in who had fouled whom.

She rose to her knees and Ben's breath caught in his throat as she made her way to him. Her whole body reminded him of a sleek cat. Confident, graceful, and deadly as hell.

Ben felt his whole body stiffen as she lifted her hand. Her eyes watched him, a shadow of a smile on her full lips. He was about to snake his arm around her waist when she dropped the wrapper in the wastebasket next to the couch and sat down again.

"Who's winning?"

He saw her lips move, but it took awhile for the words to register and even longer before he could drag his eyes from her and back to the game.

"They, uh, they're at halftime right now." His voice seemed to come from far away. He wasn't sure he could take this much longer. Screw his pride, he wanted to screw her.


His stomach did a series of somersaults as she spoke his name. His demeanour was as calm as ever. There was never a moment Ben Tennyson didn't look like he was in control. Even if he was scared, embarrassed, or happy as hell, his face betrayed little emotion.


Gwen averted her eyes coyly, as if hesitant to ask him. Which he knew was pure baloney. Gwen was sure of herself in everything she did.

"I hate to interrupt your game and all, but… I just have this itch on my back, and I can't reach it." She shifted in her seat, back turned to him. She looked over her shoulder. "Think you can help me out?"

Ben swallowed hard. His hand moved up of its own accord. His skin grew a hundred times more sensitive as his fingers rested on her. "Where?"

Gwen arched her back. "Mmmm, a little lower."

His fingers drifted over her skin, as if afraid to place any pressure. "Here?"

"That's the spot," hummed Gwen. She let out a soft sigh as he obliged her. His other hand tightened around the pillow.

He let his hand drop. She turned around, biting her lip as she looked him over. "Thanks sweetie."

"No problem." His voice was strained. After years of training himself not to betray any emotion, this svelte redhead had blown past his defences as if they were nothing.

"Is something wrong?" Her hand reached out and caressed his cheek. He forced back a shudder.

Before he could answer, the ring of the phone sounded. He fumbled to flip his cell phone open.

"What?" he asked impatiently, practically growling at whoever it was on the other end of the line.

"Easy there big guy. No need to bite my head off."

The familiar voice caused Ben to suppress a gulp, "What do you want Ken?" Her brother was the last person he wanted to talk to right now, not when she was so damned close and he was in danger of losing control, at risk of letting it slip about what they were doing right now.

"Just wanted to see if you were doing anything later tonight."

Ben's voice caught in his throat as Gwen moved closer to him. Her warmth was almost unbearable. His fingers were itching by now. He only tightened his hold on the small phone as Ken repeated his question.

"Huh? Uh, yeah I think I am." Ben felt a moan building up inside him. She was doing it. Her tongue flicked out. But this was no popsicle she was licking. It was his ear.

"I was just asking because me and some of the guys wanted to go out."

Ben barely heard what the other man said. He was too busy trying to keep his breathing under control. She cupped his face with her hands, her tongue never pausing.

"Yeah… I, uh, I'll talk to you later." He flipped his phone shut before Ken could protest.

"I want you so bad Ben." That was all he needed. He lifted her thigh over his lap. Knocking the pillow down to the floor, he revealed what he had been hiding from her. She uttered a lust filled moan as she felt his erection pressing against her. "Take me Ben."

Ben hands tightened around her thighs, bringing her down harder. To hell with making tender sweet love. He wanted to send her over the edge, bring her to the brink until she was screaming at the top of her lungs.

Gwen gave a small whimper as his lips claimed hers. The sweet taste of cherry still lingered on her lips. His hand was tangled in her hair, and he pulled, exposing her neck. She felt his tongue, warm and wet, along her chest. Her back arched, wanting more. He complied.

She gasped as he suddenly bit. She tried to push him away, but he only grabbed her hand. He stood suddenly, only to flip her on her back. Before she had a chance to react, she found her arms pinned over her head.

"Thought you were being cute, didn't you?" His tongue was inside her mouth before she could respond. It was just as well, really. She knew he could care less about her answer.

His hand travelled under her shirt, not stopping when he reached the swelling of her breasts. She broke the kiss when his fingers skimmed her nipple. Moans filled the room as he continued to tease her breasts. Her back arched as he tugged the shirt over her head. She didn't wear a bra around him anymore. She had learned the first few times that he could be quite feral. He ripped through her clothes paying no mind to how expensive they were.

"Ben," she moaned as he closed his mouth around her hardened nipple. He swirled. He sucked. He bit. After a few seconds, Gwen was thrashing under him, intent on freeing her hands.

But he only tightened his hold. "Stay still." His voice was commanding, making her hotter than ever.

She threw her head back as she felt him yank her skirt and panties down in one swift movement. Ben knew his way around her body. Her thighs quivered in anticipation.

Ben smirked as he saw her thighs trembling. This was the sort of reaction he expected. He let her hands go; he knew she wouldn't be trying anything sneaky now. Sure enough, the only thing she did was push his head down. He hovered over her, smelling her wetness.

"Dammit Ben! Just do it!" His face lowered as he barely grazed against her mound. He heard her cry out. Confident in his actions, he let his tongue roam over all of her, top to bottom, before concentrating on one part. His mouth closed over her swollen nub, earning a loud moan.

Gwen's hands pressed his head harder into her. Her whole body was on fire. She squeezed her eyes shut as he hardened the tip of his tongue and entered her. She pulled his short hair as he continued to move in and out.

His fingers were suddenly on her too. His thumb was tracing fast circles on her mound. Her breathing became ragged, her hips jerking. A deep heat formed in the pit of her stomach, growing bigger and bigger. Beads of sweat formed on her forehead. As his tongue continued its devious work, his fingers continued to pinch and rub her, the neural distribution seemingly magnifying every sensation tenfold.

The heat was spreading now. She could feel it climbing through her veins. Her back arched as he withdrew his tongue and began to suck. Her teeth hurt from clenching them so hard. She was close. The heat had almost engulfed her completely. He was sucking harder now.

Suddenly, she felt a deep wave of pleasure warm her entire body. Her mouth opened as she let out a load moan. Her climax gripped her hard, tearing through her and seeming to hold on to her forever. Her body bucked with the force, and she barely felt Ben nipping at her neck through the haze of bliss.

She felt the shivers subsiding gradually. She took in deep breathes of air to relieve her starved lungs. Opening her eyes she saw Ben's face hovering over her, that damn smirk in place.

She closed her eyes for a second, but suddenly pushed him off her. He rolled down to the floor, Gwen falling on top of him.

"Cant be selfish, can I?" she purred. Of course she couldn't. It simply wouldn't do after what she'd just experienced. She unbuttoned his shirt letting her tongue trail over him, tasting him. Her fingers worked skilfully, exposing his broad chest in a matter of seconds. She straddled him, reaching to unbuckle his belt. She tossed it aside, unmindful of where it landed. Her tongue traced over his abs, concentrating on the navel. She felt him shiver. His hips lifted as she pushed his pants down. His erection was straining against the constraint of his boxers.

"Is that a Null Void projector, or are you just happy to see me?" she asked, and was answered with another diabolical smirk. She bowed her head, hot breath only adding to his excitement.

"Gwen…" his voice was husky with passion. She closed her mouth over him and he uttered a pleasure filled groan. She hadn't yet taken off his boxers and the wet material around him only made him harder. Suddenly she stopped. His eyes snapped open with a growl, but she only gave him a teasing smile. She lowered his boxers, freeing him completely. Her lips closed over him again, her tongue swirling around the head.

His eyes rolled back as his hand found its way to her hair again. He hissed in a breath as she started humming. The vibrations were almost unbearable. Her warm mouth was driving him insane. He had to restrain himself from thrusting his hips.

Gwen lifted her lips from him, slightly panting herself. She was selfish. She wanted him again. She positioned herself over him and slowly lowered her body. She grunted as she took him in. She placed her hands on the side of his head, placing a hard kiss to his lips. She started grinding, enjoying the growls she caused. Her hair hung down around her face grazing his chest as she rode him.

Ben gripped the back of her thighs, thrusting his hips deeper into her. She ran her nails on his chest, making him grimace. He wanted it primal. He wanted everything she had.

He wanted her, period.

Her thrusts became faster and harder now. She was on the edge again. He matched her fervour with his own and gripped her hips tightly. They were both breathing heavily now. Ben's body was slick with sweat, as was hers. He felt it building up inside of him. Gwen's walls clenched around him as she climaxed. He pulled her trembling body close to his, capturing her lips in his own as she cried out his name.

Her contracting walls sent him over as well. He bit her lip as he felt himself cum. Her slender hands gripped his biceps as he felt the tidal wave of pleasure wash over him. His mind was blank for a few seconds, until slowly, he felt the room materialize out of thin air. His eyes adjusted to the dim lighting as the tremors eventually faded out.

Gwen smiled as he slipped out of her. Her legs tangled against him as she laid her head on his chest. Her ear was pressed against his beating heart. The steady beat helped relax her. She pressed a light kiss to his skin, salty with sweat.

Ben pulled her up to let her rest her head on his shoulder as he wrapped his arms around her. He smiled when a small sigh escaped her lips. "You made me miss the game."

Gwen laughed quietly. "Had to show you I was more important Ben."

Ben pressed a kiss to her forehead. "So, now when you want to go shopping, I should just rip your clothes off?"

"No… shopping is important, football isn't."

"Whatever you say babe," murmured Ben.

Gwen closed her eyes, smiling. She nuzzled against his neck as sleep tugged at her. The last thing she heard was someone screaming foul from the holo-viewer.

Sure, she played dirty. But as long as it meant the result was going to be this great, Ben thought everything was fair game.