I do not own Ben 10 or any of the characters from it, nor do I make any profit from this work of fiction. Also, I don't have intended ages for them in this fic. You can just use your imagination and pick if you want them to be teens or whatever.

PWP Devlin/Kenny

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"Y-you sure this is alright, Devlin?" Kenny asked, the elder of the two placing heated kisses down his chest, stopping to take one of the perked nipples into his mouth.

"No one's home, Ken, we have time. Or did you want me to stop?" Devlin wasn't teasing him, he was unsure though. Both had zero experience with this and if Kenny wanted him to stop because he didn't like it, then he would. "I'm not hurting you right? Or did you not like what I was doing?" He was worried too. If he made one wrong move, he might lose Kenny. Though the brunet had told him several thousands of times that he wouldn't toss Devlin aside or ignore him, ever. Both had been crushing on each other since they first met, then after the fight Devlin had been taken into their family. Sat at the dinner table, though he wondered why Kai was never there, he shared a room with Kenny, Ben had even bought him new clothes and anything else he needed. He felt spoiled.

"I know nobody's home. But, I still feel like someone's gonna come through the door at any given time." Devlin smiled down at the younger, relieved that it wasn't him that was making Kenny afraid. So he got up from his spot on his bed and locked the door, pressing a switch a few inches away from the light switch before heading back. A little something Ben had installed. It made the room sound proof. Pretty cool by any kids standards. Ben was a loud, noisy kid, and when he stayed up late he would try to keep his voice down but he always found something amusing and would be loud again. Like father like son he thought, so he had it installed in Kenny's room just in case. Kenny felt a bit stupid for not thinking of doing that.

"Now no one can come in or hear. Better?" Devlin smiled down at the blushing younger, loving the state he'd put him in. Kenny nodded and tried to get Devlin's attention back on his body. "So, you want me to continue? It's alright?"

"You've gotten me started, s-so I want you to finish." The brunet stated, toxic eyes looking away in embarrassment. Devlin smiled again and nodded, his hands going back to the younger teen's sides. "W-wait."

The elder stopped, pulling his hands away like they'd been burned. "Sorry!"

"Stop apologizing!" Kenny scolded him, his hands moving up to Devlin's neck. They trailed up to his ponytail, releasing the long dark hair from it's bindings. "Just wanted to do that." He smiled up at the elder, removing his hands from the silky locks to lie back down. Devlin stopped all movement and blushed furiously. His hair had grown longer and now out of it's hold, it barely grazed Kenny's skin even inches apart from his body. He was embarrassed, though it looked like Kenny enjoyed the sight. A shirtless Devlin over him with his hair down? Yes please.

"You're hot, Dev, don't panic." He smirked and the elder just stared down at him, frozen in shyness. "Devlin, I-, my- pants are still too tight..." Now it was Kenny's turn to blush. He was trying to get Devlin to stop being embarrassed long enough to get ravished and spoiled by him. The elder was still blushing like mad, but he began moving back down, lips latching onto the same nipple he'd been playing with earlier. When Kenny emitted a small thankful moan, Devlin sheepishly placed his hand at the youngers groin, rubbing him from the outside of the cloth.

"Ngh, Devlin... Feels, nn good..." The friction of Devlin's palm against his straining pants felt electric, he wanted- needed more. Devlin moved his mouth from one abused nipple to the other, his hand groping his lover more, fingers teasing the younger by running over the fabric. Of course, he didn't want to tease Kenny too much and risk him getting mad at him. Though Kenny never gets mad at him, but he didn't want to risk it.

Devlin was ignoring his own wants to pamper the boy that lied writhing in pleasure beneath him. He loved this boy. Hopelessly, head over heels, loved him. Every sound he knew, every tear he dried, every fit he subsided, every kiss he caught. Being apart from him was out of the question. He hadn't told Ken of his feelings though, too afraid of rejection. But if Kenny wanted to do this with him, then maybe he had a chance.

Hot skin burned pleasantly against Devlin's tongue, swirling down away from the youngers chest down to his navel, earning a gasp. Wanting to hear more of Kenny's pleasured sounds, Devlin began working at the button of the pants. Beneath his hands, Kenny gasped and moaned for Devlin's touch, wanting as much as the long haired elder was willing to give him. Smiling as the pants were undone and removed, Devlin set to work. Of course, the boxers had to go as well, leaving Kenny buck naked with only the Omnitrix on his left wrist.

"Want me to stop?" Devlin asked out of curiosity.

"Nn, no, Dev, p-please, don't stop..." Kenny felt stupid for saying such things, but Devlin seemed to need the okay to continue. He felt lucky to have someone so patient and loving though. Devlin was his best friend, and doing this now after so long was amazing. Kenny couldn't get enough of the elders touch.

Devlin leaned back down, holding the length in front of him still. His long hair fell against the youngers thighs, making Ken squirm as it moved against his skin. The length was dripping already, and on impulse, Devlin licked it. Pleasure shot up Kenny's spine from that once touch and he groaned, begging for it again. So the elder complied, licking the head and the slit. Each little flick of the tongue earned him a grateful noise, pant, moan, or groan. Licking his lips, Devlin took the head into his mouth and swirled his tongue around it, sucking as he did so.

"Devlin! Ngh god..." Kenny reacted better than Devlin thought he would have. Okay, if he liked that, then he'd keep trying new ways to please him. Devlin held Kenny's hips down to keep him from bucking into his mouth and began taking in more and more of his lover. Sucking, licking, loving. Devlin did it all to him. "D-Devlin! I-, It's good!"

Kenny's breath was erratic, panting, his chest moving up and down. His tanned fingers clutched the sheets and he bit back his lower lip as Devlin continued. All the elder needed to know was that what he was doing was good, and the moans told him that he was. Head bobbing, tongue swirling around, and still sucking, he brought the younger closer and closer to his climax. The raven haired teen wanted to hear him yell as he came, wanted to see his face, memorize it all. Kenny panted more, breathing nothing but his lovers name, growing louder to warn Devlin of his approaching climax.

"Devlin!!" He yelled out, not able to fight himself from bucking his hips into his lovers mouth, who backed away enough to keep himself from choking. Devlin finished him off, licking him until he grew soft. His lover lie beneath him, panting, sweating, and blushing furiously.

"Was that good, Kenny?" Devlin asked, his hands holding the boys face to kiss him softly. Kenny returned the kiss, smiling and nodding at him. Now, Kenny wanted to repay the favor. He placed his hands on the elders shoulders and gently pushed him against the bed, moving himself over him to straddle his hips. Doing so made Devlin blush even more so than before. Kenny wanted to return the favor and so he would. Hands were placed on the jeans, unbuttoning them and pulling the zipper down, all the while smirking down at his lover. The pants were removed quickly and tossed aside, leaving only the boxers on.

"Tell me what you like and what you don't like, Dev." Kenny said, leaning down to kiss Devlin as his hands stroked the elder through his boxers. Both of them were new to this, but from what Devlin had done to Kenny taught the younger what he should mimic. After all, he and Devlin had the same likes and dislikes. Slipping his fingers through the opened space of the boxers, Kenny ran them along the member teasingly. Devlin gave him gasps and groans, the sounds making Kenny hard again. He knew Devlin, well, better than he knew anyone else, but these noises were new to even him. After teasing the elder enough, Kenny pulled the boxers down and tossed them aside. Kenny began stroking the needy member, his thumb rubbing the slit and his hand working the base.

"Ken..." Devlin gasped and did his best to keep calm. Kenny took this as a sign to continue his actions, increase his touches, do more for him. He'd been through so much with his best friend, now he was going to be with him as a lover. Or so he hoped.

Beneath his touch, Devlin bit his lower lip and tried to keep his hips down as Kenny took the head into his mouth. "Oh god Kenny." The raven haired elder groaned and pushed his head back into the bed. Devlin and Kenny were both virgins, so they had almost no experience in this. But when Devlin had done it for Ken, it was better than his own hand by a long shot. So Ken sought out to return the feeling.

Body wracking in pleasure, Devlin moaned and gripped the sheets, clutching them tightly as Kenny began bobbing his head. Ken had an ace in the hole though; Kevin's teachings. Sure Ben didn't know that Kevin had talked to Ken about male on male sex, and neither were going to tell him. He took his mouth away from Devlin's need and stroked it faster, bringing two fingers into his mouth to suck. This only took a second and his mouth went right back to Devlin's length, receiving a loud moan as he returned.

Kenny's wet fingers traced the circle at his lovers entrance before slipping one in. This made the elder groan and fist the sheets harder, teeth clenched and eyes shut tight. It was a mixture of pain and pleasure that was all so new to him. Kenny watched Devlin's face as it changed to show exactly what he liked and didn't like, each face new to Ken. He wanted to see more. So, remembering what Kevin had told him; Kenny slipped the second finger inside.

"Kenny! Agh!" Devlin tried to lie still for his brother, willing his body to relax. "Ah! God Ken! W-what was that?!" He asked after Kenny's fingers had pressed against a bundle of nerves inside of him. Kenny just smiled and bobbed his head more, taking in as much of his lover as possible, his fingers thrusting into that spot again.

"Oh god Ken... Ken!" He cried out, writhing into his sheets. His body was so unbearably hot. Skin like fire, stomach tight, heart racing. So much pleasure was overtaking him, he couldn't help but buck against the fingers.

"K-Kenny! I-I'm gonna! Agh! Nn-aa! Kenny!!" Devlin called out as he roughly came into Kenny's mouth. The younger hadn't been caught off-guard, he'd moved away and used his free hand to stroke the length as his mouth covered the head. His fingers continued to move in and out of him, stroking Devlin until he grew soft.

"God Ken.. W-where'd you learn that?" The elder panted, sitting up as Ken withdrew his fingers. The brunet just smiled at him though, not saying anything. His length was still hard as a rock and he was ready for more.

"Dev, I-.. I wanna feel what you felt... In there..." He said, looking away while blushing. Devlin couldn't help himself and grabbed the boy's arms and pulled him into a deep kiss, their tongues moving around wildly together. By doing this, Devlin had pushed Kenny's back to the bed and straddled his hips. The kiss was broken by Devlin who looked down at Kenny apologetically.

"I-! S-sorry I just mgh-!" Devlin didn't get to finish his apology as Kenny had pulled him back down to mash their lips together again. During this kiss, Devlin had begun to grow hard again, his length rubbing against Ken's, creating a shocking amount of friction.

"Devlin, p-please... I wanna know..." Ken released his hold on Devlin and allowed him to sit up a bit. The elder blushed and nodded, mimicking his lovers actions by sucking on his fingers.

"I- If it hurts tell me." The elder slowly placed the tip of his wet index finger to his brothers entrance, making a lazy circle around it before pressing it inside. Kenny's body tensed up around the intrusion, a low groan coming from the brunet to voice his discomfort.

Still, Devlin continued to move his finger slowly, since Kenny hadn't told him to stop. But he kept his movements steady and calm, not moving too fast. Kenny still said nothing, though more noises began to rise from his lips. He didn't sound like he was in any pain now. His breathing was a bit elevated from trying to keep himself calm.

A second finger soon joined the first, pushing inside deeper and deeper. Suddenly the boy jerked and tightened around his fingers, a moan escaping from him. Found it. Apparently, Kenny had that same bundle of nerves inside of him, and Devlin didn't mind the noises he was given when he pressed the tips of his fingers against it again.

Kenny soon became a panting mess, his body flushed and his fingers white from his death grip on the sheets. He just looked so... good. So fucking good. Devlin bit back his lip and ignored his returning arousal to continue stretching Kenny. He wasn't sure how many times he would make the smaller come tonight, but he hoped he's get to make him writhe like this over and over again. He just looked incredible like that. Hair tousled, skin burning with sweat, mouth slightly gaping and tanned fingers caught in the sheets so tightly they were white. It was just so amazing. Devlin would so gladly do this for Kenny anytime he asked. After all, it was Kenny who'd given him a second chance to have a real home. A real family. And Devlin had no way of every returning the favor.

"O-oh, Devlin... Mnn... Aaah! D-do that again. Please. Mm... Y-yeah, that. Aahnn..." Green eyes shut tightly as Devlin's pale fingers pushed inside deeper, driving Kenny insane. Drowning him in pleasure. And God it was good. So, so good. Kenny had no idea what that little bundle of nerves could do to him. All thought started stopping, and all Kenny could do was beg. More.

As Devlin slipped a third finger inside, Kenny moaned louder. It was all Devlin could remember to do as he watched him closely, wanting to recall each sound, each movement, and each pant. He watched as Kenny bucked his hips against him, his body tightening around his fingers more and more. Devlin wanted to try something.

The fingers were removed and Kenny shot up, wanting to know why his pleasure was cut short before his climax. Devlin didn't say anything as he took a hold of the tanned hips, pulling the brunet into his lap and over himself. Kenny was surprised, but he trusted the elder boy to have a plan. So he set his hands on Devlin's shoulders and gave him a small smile, willing him to continue.

Devlin licked his own lips and slowly pulled Kenny down onto his aching arousal. And... And God it was so tight. So warm and so very tight. It took all of his willpower to keep from just plunging himself deep into the warmth that was his best friend, his brother, his... Lover? He was lucky enough to be his best friend and brother, but to ask if Kenny would even consider him to be a lover? He figured that he's be pushing his luck just a little too far. Though he had no idea that Kenny would never refuse him.

It hurt for a moment. Especially when Devlin was deep inside of Kenny. The brunet bit back his lip and rested his head against Devlin's shoulder, panting.

"W-wait a sec, Dev. I-it kinda hurts." Kenny tried to relax around the intrusion, knowing already what Devlin was going to say even before he said it.

"Did you wanna stop?" When Kenny shook his head, Devlin nodded, holding the boy close as he waited. Kenny felt incredible, and as much as Devlin wanted to move more, he wouldn't dare risk putting Kenny in anymore pain.

To ease Kenny's pain, Devlin dared himself to kiss him. His lips were soft and warm. They moved against his own slowly, kissing back. And Devlin smiled. He could stay like this forever if he could. Just him and Kenny, eternally happy. Because that's everything that Kenny deserved.

"Devlin..." Kenny moved his lips away and rolled his hips of so slightly, encouraging the elder boy to resume moving. He didn't want to seem selfish for breaking the kiss for a more intense kinda of pleasure, but he knew from the sound Devlin made when he moved, that it felt good for him as well. After everything the elder boy had been through, he deserved some form of happiness. Kenny was glad to know that he was the only one to ever give him this type of it though. There was no denying that Kenny was a slightly selfish person, but everyone could be selfish from time to time, and Kenny wanted to keep Devlin to himself in this way. No one else should ever be allowed to give him this type of pleasure.

Grabbing Kenny's hips gently, Devlin pulled the boy up slowly. He watched the brunets face closely, wanting to know if he should stop, because he knew that Kenny would be too stubborn to tell him to stop again. But Kenny just smiled at him. And Devlin knew that everything would be alright. So he pulled him back down onto himself, bucking slightly into the tightness. And it was amazing, as if Kenny's body was molded to fit Devlin perfectly.

Slowly, oh so slowly, Devlin built up a steady pace, loving the look on Kenny's face when he was inside him all the way, touching the tip of that spot and driving him insane. Those tanned finger tips dug into the expanse of pale skin, burning for more of the feeling.

"Devlin! A-aah! A-a little more please. Mnnn... F-faster too." Kenny pleaded, bucking his hips and doing his best to move quickly against him. The elder was timid, not sure if doing so would hurt Kenny too much. So the smaller gave an exasperated sigh and moved off of Devlin, pushing the elder boy onto his back, moving back over him. He needed to prove to Devlin that he wasn't going to break.

"K-Kenny?" Devlin looked up at him, surprised by the sudden movement.

"You're not gonna hurt me, Devlin. If you ever did, I would stop you." Now, Kenny was in charge of the situation. Devlin could only watch the smaller boy move over him. Kenny placed his palms flat against Devlin's chest, slowly beginning to recreate the movements. His hips rolled and he pulled himself up and down upon the other.

Devlin watched in amazement as Kenny gasped and tossed his head back, moving more frantically over Devlin. The brunet moved faster and faster, as if he couldn't possibly get enough of the feeling. And Devlin could hardly see straight any more, the feeling Kenny rock his hips, body hot and tight around him. Kenny just drove him wild. He brought out the best in Devlin, saw him as more than a tool and truly, genuinely loved him. And there was no doubt in Devlin's mind that he didn't love him back. He'd forgive what his father did, because in a way, he brought Devlin to Kenny.

"Devlin! Nnhh!" Kenny gasped and moved faster. Devlin bit back his lip and reached a hand out to stroke Kenny along with their pace. It made Kenny gasp once more before moaning loudly. Neither of them could hold out much more. It was too much, too good.

With an arched back, Kenny tossed back his head and moaned again as he came, body tightening around the elder. Devlin groaned and pulled Kenny down, pushing his own hips up as he came deep inside of Kenny.

They panted heavily and stayed still for a moment. Kenny was the first to move. He slowly moved off of the elder boy and collapsed beside him, spent. Devlin smiled and gently pulled the boy close, kissing his forehead as he wrapped his arms around him securely.

"You alright?" Devlin asked between kisses.

"Mm, yeah, I'm good. A little sore, but good." Kenny smiled and nuzzled his way into Devlin's neck.

"Let's... Not tell dad about this though." The brunet smirked and looked up at the elder boy, who seemed to pale slightly.

"Yeah, he can't know about this. At least, not yet." With another kiss to Kenny's lips, both made themselves comfortable under the sheets.

"So we'll tell him eventually?"

"Sure." Devlin smiled. "Now how about some sleep. You'll be less sore later."

"Next time you can be the sore one." Kenny rubbed his lower back and Devlin just smiled again.

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Midesko