Hey, what's going on my awesome readers!? If you're reading this, then that must mean you're interested in my first attempt at a Ben/Gwen lemon story! And as you probably seen in the description, this is a request from a friend of mine in school. Honestly, I probably would've done this at some point anyway. I don't have a probably with incest and other people shouldn't have a problem with it either! Plus, my biggest ship is BenXGwen anyway. Kind of hard to find stories about them... So I tried one of my own! Just a pure lemon fic, so please enjoy!

- They will not be 10 years old! Both will be 16 instead!

Just a little heads up, there'll be foot-fetish, Slave/Master roughness, and anal. If you're not for those, head out now.

IF YA DON'T LIKE IT, DON'T READ! NO FLAMING PLEASE!

All done? Good, now let's get to the fucking story!

READ!

Disclaimer: I don't own Ben 10!

(Please don't be afraid to point out any grammar mistakes!)

"It's… so… hot…!" Ben whined, his head rolling back and his mouth wide open, tongue hanging out to the side.

Using the space given to him, the brown haired teenager spread out her arms and legs to allow the air to hit his skin.

Seeing her cousin practically deflate on her couch, Gwen rolled her eyes as she sat on the recliner a few feet away from him. "Your whining isn't making it any cooler, ya know." The redhead snorted as she lifted a paper fan and began waving air into her face at an even pace. "In fact, it's just flat out annoying."

Ben didn't even bother picking his head up and instead opted for flipping her the bird. "Screw you." He countered with a panting breath.

"What would Aunt Sandra think if she caught you doing that?" Gwen inquired coolly.

"Probably yell like a bat out of hell." Ben muttered to himself, but his redhead cousin was still capable of hearing him. "Good thing neither of our parents of home, huh? That means I can do whatever I want."

His cousin snorted and momentarily stopped waving her fan, shooting Ben a stern glare. "Just because my parents are at work doesn't mean anything, Ben. My house, my rules."

As much as the brown haired teenager would hate to admit it, Gwen did have a point.

Instead of relaxing at his own house, Ben had been told by his parents to stay at his cousin's house. Their reason? It was their anniversary and they wanted to spend the day out watching movies or simply finding time to enjoy the little things in their relationship. But because they were to be out all day, they clearly stated that Ben was to stay out of the house.

One reason was because it was his last day of school, which was also the day his grandpa, Max, was scheduled to pick them up for their summer vacation.

The other reason was their fear of Ben leaving the house a mess for them to clean up when they get home.

So far, it's been an hour of pure hot boredom since they were let out from school.

And honestly, Ben could care less about staying home. There was nothing over there for him to pass the time with. His video games? Taken for a week since he forgot to wash the dishes. Normally he would choose an afternoon nap as a back-up plan, but the sun had other plans.

The weather forecast said that the day was a solid 100 degrees, bright and sunny with mild winds.

And if there was one thing Ben and Gwen could agree on, it would be their hatred for the heat.

Ben thought about the air conditioner that was set up in his room. It was broken.

Even if his parents hadn't locked the doors – and windows – so he couldn't sneak in, he'd only be laying in a sweat soaked bed with the little air that attempted to circulate his house.

At least in Gwen's home, the cool air was average at best.

But it did little to change their current situation.

For the moment, Ben and Gwen had changed clothes the second they got home from school.

Ben's regular black and white T-Shirt and green cargo pants were thrown in a plastic bag. He took some of his packed clothes and found something more suitable to 'help' against the heat. Now, he found himself laying on the couch with a baggy white T-Shirt and a pair of light green basketball shorts.

Gwen tried to keep things simple too. After tying her long hair into a ponytail, she sat on her recliner wearing an attire of a purple tank-top and black track shorts.

And from the thin coat of sweat covering their bodies, their change in clothes have done little to help.

*Vrooot…! Vrooot…!*

Ben picked himself up from his slouched position when he felt his phone start to vibrate in his pocket. Grimacing from how moist his shorts were, he pulled out his phone and saw a blinking notification on the screen.

He saw the contact number and arched a brow. "Huh, Grandpa just texted me." He swiped and started typing his passcode.

"What did he say?" Gwen asked, seeing Ben's face contort from interest to mild horror.

He fell back against the couch with a loud groan, letting his phone hit the cushion. "'Hey kids, sorry, but I'll be a bit late picking you guys up. Rustbucket broke down and needs repairs'." Ben plainly repeated, slapping a hand against his eyes. "He said he should be here by 9 pm."

Gwen's reaction wasn't as dramatic as her cousin's, but it wasn't far from it either.

She scowled and crossed her arms. "Great. 5 more hours stuck with you."

"Shut up already." Ben snapped back. "You were gonna be stuck with me all summer anyway."

"Yeah, but at least Grandpa fixed the air conditioner in the Rustbucket." Gwen snorted and lifted her nose into the air. "I'd rather get blasted by cold air and deal with your whining than be stuck here, sweating my ass off like a pig."

"Oh, looks who's cursing now." Ben teased with a smirk, sitting up in his seat and picking up the TV remote. Seeing as how they were stuck with nothing else to do until Max arrived, Ben found television to be the perfect getaway in desperate times such as these. Turning on the flat-screen, Ben began scrolling through the channels. "The 'perfect Gwen Tennyson' using such foul language? I'm shocked."

"I never said I was perfect, doofus." Gwen retorted with a huff. "I just don't make as many mistakes as you do."

"And yet my 'mistakes'," Ben paused long enough to raise his left arm to reveal a strange looking 'watch' made of the colors black, white, and green; the Omnitrix. The teenager shot Gwen a smug grin. "Have saved the world at least 3 times."

"Pfft, whatever." Gwen muttered to herself. With a grunt, she pulled herself out of her seat. "Couldn't have done most of those without me and Grandpa…"

Ben didn't take his eyes off the television. "Where you going?"

"None of your business." She answered without missing a beat.

But Ben could make a pretty good guess. "You know, if you're going to the kitchen, it would be kind of sweet if you got me a glass of water." He arched his head when Gwen walked behind the couch and made her way to said room.

However, Ben soon found his eyes stuck on his cousin as she walked.

Or more specifically, her legs.

Her long… slender legs…

Ben gulped, the television become a distant memory the longer he stared. And the more he stared, the more he realized his eyes trailed up Gwen's thighs. Seconds passed until he realized that his gaze had stopped on – 'Damn, who knew Gwen had such an ass…?' He watched as each step caused her firm cheeks to bounce little by little.

He was so entranced that he didn't even notice Gwen was talking to him until he saw her turn around.

"Hey loser," Gwen called out with snapping fingers. "You listening to me?"

Ben stuttered for a moment and blinked as he was brought back to reality. "S-Sorry, I wasn't paying attention." What just happened? Was he seriously checking out his cousin!?

"I can tell." Gwen rolled her eyes. "And I told you to get your own damn drink. I'm not your maid."

"Uh," Ben paused when he felt his mouth dry up. "Sure. L-Lead the way." He got up as well after putting the TV on pause. What the hell's wrong with him? He shook his head to rid the image of Gwen's ass from his brain. 'Just the heat messing with my head. That's all.' He thought to himself, walking past Gwen. Who stood there, watching him with a slightly surprised face.

As the two walked in the kitchen, Ben was the first to walk to the cabinets in search of a cup.

"You said you wanted water, right?" Ben nodded with a "Yeah" as he closed the door and turned around, only to freeze in place at the sight before him.

The door to the refrigerator was wide open, revealing all of its contents. As well as his cousin, who was currently bending over in search of a water-bottle.

'Oh my god…'

The brown haired teen's eyes were stuck on Gwen's rear end and felt his shorts getting tighter by the second. 'That… ass!' A voice in the back of his head screamed. Ben put a finger between his teeth and bit down, trying to keep himself from making a noise. There was an outline on Gwen's shorts and it was clear to him that his cousin's panties were currently riding up her ass.

Before he could think of anything else, turned around with reddened cheeks just as Gwen stood up with a bottle in her hand. "Here," She said. "It's already cold so just pour it in a cup. And refill the bottle so dad doesn't have to pay for more-hey, are you even listening to me?"

"Just hand me the damn bottle, Gwen." Ben quickly answered, making sure to hide his arousal from his cousin's field of vision.

"Okay, okay, jeez. Don't have to be a dick about it." The redhead sucked her teeth before tossing the bottle at him. Ben didn't have any trouble catching it before he popped the cap and poured the cold water in his cup.

'Come on, go down… go down!' Ben gulped down the water and tried to think of anything else besides his cousin. If he was caught now, there'd be no telling how Gwen would react. Disgusted? That would be a positive. Pissed? Not exactly, but he didn't want to take chances with someone who could use magic.

"Aw, dammit!" Hearing Gwen curse behind him brought him out of his thoughts.

"What now?" Ben tried to act oblivious to his 'softening' problem.

Gwen slammed the freezer door and tapped her feet against the tile floor, arms crossed under her chest. "We're out of ice-cream." She growled. Hearing that, Ben couldn't stop his eyes from rolling. "Wait a minute," Gwen trailed off in thought before her eyes locked onto Ben. "You…"

Ben put up a straight face as he looked at his cousin, but he felt his heart start to beat in panic under her inspecting gaze. "Me what?"

"Go out and buy us some more ice-cream." Gwen demanded with hard eyes.

"Uuh, how 'bout no?" Ben said slowly, gulping down the last of his water. Gwen arched a brow as he went to the sink to refill the empty water-bottle.

"And why not?"

"Because I'm broke."

"But it's hot."

"Still broke."

"What if I gave you money?"

"Still no. I'm too lazy."

"You're an ass, you know that?" Gwen growled, swiping one of the few water-bottles left in the fridge and stomping out of the kitchen.

Ben watched her go with a flat frown and placed a hand near his mouth. "Pleasure doing business with ya!" He heard the sound of her bedroom door slamming shut and that made him snicker. It was always fun messing with her. Ben just shrugged to himself as he put his bottle back in the fridge and walking back out to the living-room.

He needed some television to get that image out of his head before it became a problem.

Meanwhile...

"That damn jerk!" Gwen cursed under her breath, slamming the door behind her.

It was just a simple task she'd ask of him. 'Go get ice-cream. I'll give you money.' She repeated in her head.

Opening her water-bottle, Gwen felt the cold liquid trail down her throat with each gulp. With her brows angrily scrunched up, she continued to her bed and sat down once she was done.

Looking at the bottle, she growled to herself when she realized she practically drained the water in a matter of seconds. Leaving nothing but hot air left for her.

With a scoff, her hand took on a pinkish glow as the bottle slowly floated out of her hand. Gwen's eyes lazily watched the plastic container drift away across her room until it finally reached its destination: the garbage bin.

With a groan, she fell back on her bed and had her body sprawled out; legs dangling off the edge of the bed, arms stretched out to her sides.

"And then there's this goddamn heat…" Gwen whispered in ever growing annoyance, spotting the sun through her mostly closed blinds. She could see the heatwaves practically cascade down the outside of her windows. She brought her right hand to her face and wiped the sweat off her forehead. She took a moment to look at the glossy spot her the sweat left on her hand.

This was too much.

By the time Max pulls up in the driveway, Gwen was sure she'd have already collapsed from heat-stroke.

'All I need is to cool down…' With a snap of her fingers, Gwen heard a whirring sound and looked over to see the mini-fan on her desk start itself up. When the air hit her face, she sighed. 'All it's doing is blowing hot air around.' Even so, she believed it to be better than nothing.

Then she heard the obnoxious laugh from her cousin through her door.

Whatever was going on in the living-room, Gwen could guess that Ben was either watching some comedy sitcom or scrolling through memes on his phone.

Whichever activity he did still left a bad taste in her mouth.

She wouldn't be laying on her bed, inside a stuffy hot-box of a bedroom, if her doofus of a cousin had just listened to her.

It wasn't that hard of a task.

All she'd have to do is give him money.

Then he'd take it from there and head to the nearest store.

Hell, if he used one of his aliens, it probably wouldn't take more than 10 minutes for him to leave and get back. Depending on who he decided to use.

But no, Ben just wanted to be the lazy asshole she always knew him as. "Never does anything unless he gets something out of it." Gwen mumbled to herself. And it didn't make sense for him to deny her request when getting ice-cream would benefit him as well! Not only would she get a moment's worth of cool down from her favorite treat, he wouldn't have to complain about the heat making him woozy. "If he had half a brain, maybe he'd be smart enough help out a little!"

"Tch, half a brain…" She repeated, slowly closing her eyes and letting out a long breath of air.

…

Wait. Brain?

Ideas began to flood her own brain as she thought up solutions to shift the day in her favor.

One by one, she thought them over. The cause and effect, the pros and cons of her actions should she choose to do anything. '… no, I couldn't possibly do that to him. Too risky. I'll probably get grounded for a month even if it does work.'

…

'Should I?'

Taking more time to think it over, the redhead eventually sat up to focus in a more comfortable position.

And with a disgusted groan, Gwen felt her sweat soaked shirt stick to her back with each little movement. Using the tips of her fingers, the redhead pulled the shirt off her skin to allow air to clear it out.

Gross.

She heard more laughing.

'… fuck it. He deserves it.'

25 Minutes Later...

It took a little bit of research and memorizing to make sure everything was perfect, but if things went exactly as planned, it'll be worth the wait.

Gwen made sure to avoid making any noise as she slowly tip-toed her way down the hallway.

Soon she reached the corner and poked her head out to look in the living-room. Just like she expected, the obnoxious laugh was present and she found a familiar ball of brown hair at the couch.

'Good.'

Closing her eyes, Gwen took in a short breath to calm her nerves.

When her eyes reopened, her pupils weren't her natural green and were replaced by glowing pink. Her lips started to move in a series of magic words. With her voice maintaining a whispering volume, her cousin took no heed of the foreign language being recited a few meters away from him.

Gwen's hands started to glow in a pink aura and she pointed to an unsuspecting Ben.

Once the spell was finished, Gwen's eyes flashed and a burst of pink 'mist' shot out towards her cousin. Silently, she watched as her spell collided with Ben's head. "What the-" The brown haired teen coughed as he inhaled the mist, frantically using his hands to swat the unknown substance away.

Gwen waited patiently until Ben stiffened up. "Ben?"

For a moment, her cousin made showed no signs that he even heard her. And just when Gwen was about to call out again, this time in worry, she saw Ben stand up from the couch and turn around to look her in the eye.

Gwen blinked in surprise.

Ben's eyes weren't green anymore. They were pink.

He gave her a smile and tilted his head to the side. "Yes Mistress?"

In Ben's Head...

He honestly didn't know what happened.

One moment he was watching Full House. Then one second later, he finds himself blasted by some strange mist and now he couldn't move.

Not of his own will at least.

'What the hell is going on?' The teen thought in panic, feeling his own body move on its own accord.

He had turned himself around and found Gwen standing in the hallway with blinking eyes. 'Gwen? Hey, Gwen! What's going on!?' There was an echo with each word, something Ben immediately took notice of. And to his horror, he learned that his mouth on the 'outside' remained as it was.

That was until Gwen called out his name.

"Yes Mistress?"

…

'WHAT!?' He couldn't believe what was happening. He saw his cousin break out of her stupor and smile at him. "So the spell worked?" The redhead walked out of her hiding spot and clapped her hands. "Excellent!"

'Excellent?' Ben thought in horror. This was all her doing? Quickly thinking of the cons of being her servant, a strong urge to fight his body for dominance spiked to the extreme. 'Fuck you! This is messed up Gwen and you know it!' Even if he knew she couldn't hear him, that didn't stop him from screaming bloody murder.

Gwen, upon feeling proud of herself, stepped up to Ben with a grin. "Oh this is gonna be gooood…"

'No, this is gonna be bad! For you once I'm in control again!'

Coughing into her hand, the redhead placed her hands on her hips and puffed out her chest. "Alright, first order of business." Using her right hand, Gwen reached in her shirt and pulled out a couple of dollar bills. She didn't hesitate to shove the money in Ben's chest and point to the front door. "Go buy me some ice-cream."

"Yes Mistress." Ben put the money in his pocket and gave her a little bow of his head. 'Oh God, this is so messed up…' Ben thought from his mental prison. He could practically feel himself say the words and it slowly brought on the urge to vomit... Now that he thought about it, he wasn't sure if he'd be throwing up inside his own head or through his actually body.

His body looked back up to his 'mistress' with another smile. "Is there any specific flavors you wish to eat? After all, someone such as yourself deserves the best of the best."

Gwen couldn't help but feel a little creeped out with how sincere and kind his words sounded.

"U-Uh, strawberry would be fine, I guess."

"Is that all, Mistress?" Gwen nodded. "Then I will be back shortly." Ben lifted his left arm into his view and began to fiddle with his Omnitrix. After scrolling through his aliens to find the most sufficient choice for traveling, he slammed down on the dial and soon transformed in bright green light.

When the light faded, Gwen was faced with one of Ben's original ten alien fighters. A black and blue colored dinosaur like alien: XLR8.

In a split second, all Gwen could see was the black and blue blur of XLR8's afterimage zoom through her house and out the front door. "This'll be interesting." She laughed to herself as she took a seat on the sofa and began changing the channel.

Approximately 2 and a Half Hours of Ben's Newfound Hell Later...

After Gwen's new personal slave had returned with a full bucket of ice-cream, the redhead found it hard to simply not take full advantage of Ben's situation. And so, she had given him tasks throughout the house that she felt compelled to give him.

She had ordered him to do the dishes and clean the kitchen. A work done quickly by the use of several Ditto.

She had Ben tidy up the living room while she relaxed watching television. Another use of Four-arms' several limbs to clean with a feather duster and his strength to lift objects to reach places she normally couldn't do.

She then also had Ben turn her little fan into a full blown air-conditioner with the help of Upgrade.

And all the while, her little servant had shown no signs of complaining.

'This is really getting on my nerves.' Ben, having been trapped for nearly 2 hours, was getting angrier by the second. This was no way to treat her own cousin! Sure, they may fight a lot, but even he drew lines about what to do and what not to. But to use the Omnitrix's master control settings for simple household butler work was demeaning! 'She's gonna get an earful when I get control again…' He swore, cracking his knuckles as he watched his body finish cleaning the toilet.

"Mistress!" Ben popped his head out the door with a smile. "I've finished cleaning the bathroom like you asked!"

"That's great." Gwen called back. "Why don't you come here and help me with one last thing?"

Like an obedient little slave, Ben was forced to watch himself make his way into his cousin's room. After turning into Upgrade to give her a free air conditioner, she hasn't left the cooler room since.

Walking through the door, the slave blinked at his controller and smiled. "What is it that you need me to do, Mistress?"

Gwen was sitting on her bed with a slightly pained expression on her face. She was rolling her shoulders back and forth. "I kinda need a massage."

'Oh you've got to be kidding me!'

"No problem Mistress, just lay down and I shall help." Ben complied.

Gwen did as she was told and was now laying on her bed stomach-down. Ben quickly walked over and climbed onto the bed, eventually taking his spot by straddling the back of Gwen's thighs. "Now, all you need to do is relax and I'll take care of it from there." He said smoothly, his hands taking hold of both her shoulders.

As soon as she felt his fingers work their magic, Gwen let loose a pleased groan of approval as he practically rubbed her stiff muscles into putty. "I never… knew you were… this good…"

'Pfft, you never asked.'

"Shall I keep going?"

"Yes please." Gwen breathed. "Just go lower, my back is stiff too."

Her cousin watched as his hands continued their work from her shoulders, back, all the way down until they reached the bottom of her spine. And all the while, the room was filled with pleasured moans from the redhead beneath him. Not only that, but it seemed like whenever he touched certain spots, Gwen would push back as a way to tell him thanks.

And all that movement and noise eventually got a reaction.

'Oh boy...' Ben took notice just a few seconds before Gwen did. 'This is gonna get weird, real quick.'

She only realized something was off when Ben's hands stopped. It was then she felt something poking her rear, the redhead propped herself up on her elbows and took a look. Only to see a blushing Ben looking down at his arousal placed firmly between her butt-cheeks.

The heat rose in Gwen's cheeks. Ben, having realized he stopped, bowed his head and quickly apologized.

"Well would you look at that…" Gwen whispered. She didn't take her eyes off his bulge and took notice of the occasional twitch she felt against her butt. "It's so big…"

"I apologize for stopping Mistress." Ben apologized. "Would you like me to keep going?"

Gwen was so fixed on Ben's boner that she barely even registered her servant's question. "Huh? Oh, no I feel fine now. But you seem to have a little problem there." She pointed a finger and her mouth curled into a sly grin. "Why don't we take care of it, hm?"

"W-What are you suggesting, Mistress?"

"C'mon, get up and lay down."

'She isn't about to do what I think she's gonna do, is she?'

It took a moment to crawl out from under Ben's weight before Gwen saw the brown haired teen lay down like she ordered. Just as Ben was about to speak, Gwen placed herself in a position where she was straddling Ben's face, cutting him off. "Seems like you enjoy my butt very much, is that right?"

'Oh my God, she is.' Ben thought, mentally clapping his hands together upon seeing his new situation. 'Jesus take the fucking wheel!'

She shivered when she felt Ben's jaws move trying to form a response. "And since you've been such a good boy helping around the house, I feel like you deserve a reward." Her hands reached forward towards his shorts.

'Dude! There's no way this is really happening-'

He soon felt air around his member and heard an "Oh my, it's bigger than it looked," from his cousin. For a moment, nothing happened. Ben, still in shock of what was happening, was still expecting the slightest touch against his most sensitive part.

Then it happened.

One by one, he felt tiny digits rubbing both sides of his dick.

But it wasn't her hands.

"Ooh, it's twitching really bad…" Gwen licked her lips as she watched her feet do their job. Her toes were doing their own kind of magic, squeezing and pulling on the skin of Ben's shaft. "I wonder if it hurts." Her eyes were glued to his dick, watching as the head leaked bits of pre-cum with each pump of her feet.

The show she put on for herself had left her heart a beating mess and her face resembling an apple itself.

Slowly, Gwen trailed her hands down into her own shorts until she found her favorite spot.

With a gasp, Gwen began pleasuring herself and Ben at the same time. The stimulations she felt ended up with her butt clenching against Ben's face, making it harder for him to breathe. But it only excited him more.

'Holy shit.'

The smell of her sweat intoxicated him, made his mind cloudy with nothing more than the urge to release.

Gwen had already lifted her shirt and began fondling her breasts with her free hand.

Biting her lip, the redhead felt the pressure building up against her fingers. Soon, she pinched her nipple and muffled a scream as she drenched her own fingers.

Her state of ecstasy caused her to pause her work on Ben's member. After her pleasured high was through, her eyes locked back onto her form of excitement. Ben's dick was now a twitching mess, pre-cum dribbling down little by little and the blood rushing to the tip to make his head look like a cherry.

"Oh you poor thing," Gwen pulled her wet hand out of her shorts and licked her juices off her fingers. "You didn't get to cum. You look like you're in pain. But my legs are getting sore…" Gwen paused in thought, one of her fingers placed in her mouth. Then, with a devious smirk, she got up off of Ben's face.

The brown haired teen let out a gasp for air as soon as the pressure was lifted from his face.

Ben's eyes widened when he saw Gwen pulled down her shorts, revealing her dripping womanhood in all its glory. "I can let this chance slip away. I need this, Ben!" Gwen let out a heavy moan as she slammed her crotch onto Ben's mouth and began to grind, the small patch of red pubic hair starting to tickle his chin. "But I can't have all the fun."

Ben flinched when he felt Gwen's hand take a firm grip around his manhood. And soon, he felt the tip slide into something warm.

'T-This… is so fucking good…!' If he could moan, he would've done so by now. But with Gwen's crotch covering his mouth, he couldn't do much while hers did wonders on his dick. The way he felt her tongue twirl around his head left him dizzy and the way she caressed his balls made his stomach clench.

"M-Mistress… urk!" Her servant had managed to pull away from her cunt for a breath of air, but his jaws snapped shut when he felt her head begin to bob up and down. The wet slurping sounds she made as her lips were dragged against his skin were too erotic to withstand. His head was spinning from the pleasure his cousin was giving him. "I'm… I'm getting close!"

There was a wet pop as Gwen took her mouth off his shaft, giving a few small pumps and blowing a gentle breeze over his tip, sending shivers up his spine. "Do it! I wanna taste it!"

She took his dick back into her mouth. With his climax drawing near, Ben felt his own hips buck against Gwen's face. As if answering his silent pleas, Gwen made a gagging sound as she forced Ben's cock into her throat.

The size of his dick seemed to grow twice its size as it pulsed with each second. Then she felt it. An entire load of built up cum was pumped into her throat like a flood.

Ben's eyes glowed pink and rolled in the back of his head as he felt his release.

'Damn, that felt-wait a minute...' Ben thought. He realized it. A grin began to grow. 'Oooh boy. Payback time bitch!'

Gwen's eyes were closed as she tried not to pull off for air. She didn't get to tasted like she wanted, but the heat she felt as it went down made her feel a little full. Eventually Ben had stopped ejaculating in her throat and she allowed herself to breathe, but not before Ben shot a few more bursts into her mouth.

Her face scrunched up at the bitter taste. Soon, she swallowed the last of it and let out a few coughs. "That was… interesting." She giggled.

Without a warning, Gwen felt herself get thrown off Ben and found her face landing in her pillow. Then she felt a couple of hands grab her waist and lift her ass into the air. "Wha-"

"You think we're going to stop there?" Gwen looked back to see a devilish grin on Ben's face. Feeling nervous under his stare, her eyes shrunk.

"B-Ben!?"

"This time, I'm taking control!"

"W-Wait!" It was too late. As soon as she felt his tip press against her folds, she soon felt the entire length shoved into her. She bit her lip and felt tears build up in her eyes as the stinging pain in her nether regions tore through her body. "It hurts…!"

She felt a hand rub her cheek. "Don't worry, this is what you wanted right?" Ben's unusually soft voice spoke out to her. "Tell me how much you want it."

"What are you-"

"Go on," Gwen gasped in pain as Ben started to pull out. "Tell me."

"B-Ben,"

"Tell me…!"

"I-I," Gwen felt Ben stop moving until the tip of his dick remained inside her. Her heart began to beat faster and faster. She swallowed a lump in her throat and closed her eyes. Her mind began to think back to the heat she felt during Ben's 'activities' with her womanhood. Then, "I want it." She whispered.

"Sorry, what was that? I could hear very well." Ben smirked. "You want what?"

"I want," Gwen started to growl. "I want you to fuck me!"

Her cousin snickered. "Heh, that's all you needed to ask. But there's still one more thing," Before Gwen could question him any further, Ben's hips smacked against her ass and Gwen felt his entire manhood slam back into her. Her tongue hung out her mouth in a silent gasp. Ben's hand took hold of her hair and yanked, causing her to wince. Ben leaned down until he was close enough for her to hear.

"From this point on, you call me Master. Got that!?"

He didn't even give her enough time to respond before his hips were pulled back and thrusted forward once more.

He pressed Gwen's face down into her pillow and continued to drill his way into his own cousin's snatch. He was in bliss. The warmth that surrounded his cock was the same as her mouth, but the tightness… the tightness of a newly broken-in virgin is what got him addicted. With each thrust, he felt her walls cling to him like a life-line. He felt his balls slap against her clit, the pain transferring into pleasure for him.

It was too much. And the same could be said for his cousin.

Even with her face buried into her bed, Ben could see through her hair and take note of her face. He was fucking her silly, that's for sure. Her eyes were half-lidded and drool was dribbling down her chin, staining the sheets under her.

Never before had he found his cousin's face so damn arousing!

He slapped her ass with his free hand and soon held the reddening cheek in vice grip.

He was getting close.

"You ready for this, Gwen?"

"Y-Yes… M-Master!" Her voice wavered with each thrust. Ben grinned.

Time for the best part.

Feeling his time draw close, Ben gave a few more quick paced thrusts before he slammed into his cousin one more time, his waist pressed hard against her ass. He gritted his teeth together. Ben could feel his balls clench up as his seed was shot into Gwen's vag. And the sudden grip of her walls sent him over the edge.

Gwen's toes curled up in ecstasy. She could feel the heat he shot into her. It was making her stomach tingle…

When he felt himself finish, Ben slowly pulled himself out and watched in amusement as Gwen's ass cheeks twitched. There was a trail of cum slipping out of her folds and falling onto her bed sheets.

"Master… Master please…" Gwen croaked out. "Please fuck me more…!"

She didn't hear anything from her cousin. Then two hands forcefully gripped her waist and turn her over onto her back. She stared wide-eyed at Ben, who merely grinned down at her and position himself back at her snatch. "What? You thought I was done?" He lifted her legs and pressed his tip against her folds. "I'm far from being done. In fact,"

His voice took a quiet, chilling volume. "I'll paint your insides white by the time I'm done."

And with another thrust, Gwen let out one of the most erotic moans Ben would over hear.

The brown haired cousin, even while pounding Gwen enough to make the bed shake, was barely out of breath. Compared to him, Gwen was the worse one off.

Her chest rapidly expanded and shrunk as she tried to catch her breath. Moments after their new round had started, Ben had taken the liberty of clamping his right hand over her throat and squeezed hard enough to make her choke. Her eyes were glazed over and cheeks were flushed red, hair sticking to her skin due to the ever increasing amounts of sweat. Each time she felt him slide out, she missed the feeling of being filled with his meat. But whenever he rammed his dick all the way back in, her walls would twitch uncontrollably and her thighs would try to clamp down on Ben in an effort to keep him inside forever.

"Yeah...! Yeah...! Yeah...!" Ben grunted, looking at Gwen's face contort with different phases of pleasure.

It was a turn on. A major one that made him want to see more.

But it still wasn't enough.

Ben huffed as he soon grew bored with simply holding up her legs. Gwen's eyes stared at Ben a few seconds after he pulled out and simply let his cock rest over her clit, unmoving. Her mouth, as much as she tried, could not form the words she wanted to say. Her throat was dried up and her breathing was heavy.

But the message was still there in her eyes.

She needed him to keep fucking her.

She needed to ravaged like the whore she was!

Gwen was so out of it, she didn't notice Ben's eyes narrowing at her distant mind.

He stared into Gwen's unfocused eyes, already taking notice of her lack of attention.

A sharp pain soon appeared in her left cheek after Ben had slapped her. "Hey, you listening?" Her eyes blinked sporadically before Ben slapped her again, this time making a red mark on her pale skin. This time she was paying attention. Ben positioned Gwen's legs so that her feet were dangling over his shoulders. "Let's try something new, shall we?" His hands wrapped around her waist and brought her up onto his lap. Then as soon as he got enough grip on her body, he began to move off the bed and stand up.

Yelping in surprise at being lifted into the air, Gwen quickly wrapped her arms around Ben's neck.

"B-But Ben-" Her mouth clamped up when she caught her mistake.

A mistake Ben didn't let slip by unnoticed.

"What did I tell you earlier?" Taking a few steps away from the bed, Ben made his way over to a wall and slammed Gwen's back against it. She winced at the throbbing pain in the back of her skull, but gasped in ecstasy when Ben bit down on her neck. "I'm s-s-sorry, M-Master…! Ah!" Gwen whimpered as Ben took his mouth off her neck, taking a moment to admire the new red mark he left on her.

"That's a good girl."

Sliding her up the wall just a bit higher, Ben's fingers pressed against her skin as his hands cupped both of her ass cheeks. Ben could see her toes curl up in the corners of his eyes. She was expecting it.

Desired-no, craved what he had in store for her.

Starting at the red hickey, Ben slowly dragged his tongue along the skin of her neck. He wanted to taste her.

But that would have to wait.

Due to his dick being stuck between their stomachs, Ben could literally feel the desperation from his cousin. She was mumbling under her breath as she looked down, trying to see through the valley of her breasts to find the one tool used to make her happy. Ben could clearly hear the endless mentions of using his dick to fuck her until she was brain-dead. Not only that, but she was trying to pull herself up and grind his manhood back into her snatch.

Ben snickered to himself.

She simply had no shame.

Judging by the face Gwen was making, she looked like she was near throwing a fit if she didn't get what she wanted.

He figured that was enough teasing for now and pushed Gwen higher once more.

Her eyes widened in exhilaration.

'Good things happen to those who wait I suppose.'

"Oh god YES!" Gwen cried out as Ben's rod entered her. "Fuck me! Fuck me! Fuck me!" She chanted over and over again, never once lowering the volume of her voice.

It was as if she wanted the neighbors to hear their activities.

… Maybe that was true.

But Ben wouldn't take the risk of the neighbors catching the sight of him banging his own cousin. So he did the first thing that popped into his head.

"Harder Master! Hard-" Gwen's screaming was soon muffled once Ben's lips mashed against hers. Before she could react, Ben had already forgone asking for permission and quickly forced his tongue through her lips.

It was a weird feeling having another person's tongue ravage the insides of her mouth.

But she liked it.

Ben pulled away from the kiss, his cheeks almost nearly as flushed as Gwen's. "That shut you up?" He hadn't lost rhythm in the event happening between their crotches, not even when Gwen's hands gripped the back of his head and pulled him into another sloppy make-out session.

One and two and one and two and one and two… If there was one thing Ben could say he loved most about their steamy situation, it was Gwen's ass. His cousin was right in the regard that it turned him on the most.

He could now admit that he found himself staring at her ass on more than one occasion, today not included.

The way her cheeks bounced whenever Gwen added a little more strut into her step.

How wearing her normal school skirt outlined the curves down to her thighs.

Little did Gwen know, sitting on his face and teasing him with her feet was the breaking point.

Right now was no different. Right now he could only relish the softness he felt in his hands. The way her butt molded to his fingers… just picturing the way her ass jiggled each time their skins came into contact caused Ben to move his hips wildly.

Even now he could feel it. The tingling, pleasurable pain of his balls slapping madly against her asshole was enough to make Ben feel like the luckiest man alive.

He was close to his end point.

But he wanted more. If this was their only chance for sex, he needed more. And he planned to wring out everything Gwen's body had to offer.

Ben's right hand moved lower. He felt Gwen squeal in his mouth. He had just stuck a single finger up her butt. Even with the tip of his finger, the tightness he felt wrap around that single digit left Ben in a hungry state.

*Shlick… shlick… schlick, shlick, shlick...!*

His pace had already picked up before he even realized he came.

As Ben's cock released another jet of sperm inside Gwen's snatch, the tightness of her ass seemed to double as her own orgasm rocked through her body. Ben felt his stomach go wet as Gwen's juices splattered between them. But most of it had already traveled down his legs.

It seemed Gwen had came harder than her last climax.

Ben's lips pulled away from Gwen's. His eyes followed the thin saliva strip that connecting his mouth to Gwen's until he noticed her face.

She was drooling, her tongue hanging loosely over her lip and her face was completely crimson red. Her green eyes had rolled into the back of her head as she lived through what he could guess to be a mind-shattering experience.

"Such a sexy face…" He heard the wet slick as his dick pulled itself out of her vagina and heard the drops of his cum hit the floor.

Ben lowered Gwen's legs first so she could stand, but he had to hold her up when he noticed how wobbly her legs looked. Maybe that orgasm hit her a bit too hard… Nonetheless, Ben waited until Gwen was capable of standing on her own before he turned her around and bent her over.

His dick was already placed between her cheeks and slowly ground against her anus.

"Master?" Gwen's scratchy voice whispered.

"I think it's time we try something a little more 'fun'. Don't you think, Gwen?"

He didn't even wait for her to respond to him. He didn't need her answer. In fact, he didn't need anything else for that matter.

His dick was already lubed up with Gwen's fluids.

Her ass was already in his hands.

He pushed the tip inside.

Another gasp escaped Gwen's mouth and Ben's teeth gritted as he slowly pushed himself further inside. He had spread her cheeks apart so he could get a better angle. "So tight!" He hissed. He was sure that he would've already came inside if he hadn't jizzed a couple of seconds ago.

As soon as he felt the base of his dick hit Gwen's butt, Ben felt a pleased shudder run down his back.

He didn't even notice the saliva that slid down his cheek.

"It… b-burns!" Gwen whimpered, having little to no experience with that specific hole.

"Don't worry," Ben began to slide out and Gwen felt her stomach swell up. "You'll love it."

Slowly, he forced his way back in and slowly repeated the process. It wasn't like he was purposely moving slow. The asshole of a virgin was definitely tighter than any virgin pussy. But that didn't stop him from going a little faster. He enjoyed the feeling of her rectum wrapped all snug around his cock.

He loved to feel her ass twitching in his palms.

He loved how her insides were slowly taking the shape of his dick.

Ben bit down on his lip as he felt another climax approaching. Damn that was quick. But he couldn't blame himself or Gwen for that matter. It just felt too amazing.

Reaching forward, Ben's hands took hold of her stomach and neck. He straightened her back and pressed their bodies against the wall. Gwen's nipples twitched against the cold wall and her breathing hitched as Ben squeezed on her throat.

Now it was Ben's turn to let out a scream as he rammed himself in as far as he could.

Gwen's butt clenched at the base of his cock as she felt the familiar hot white jizz fill her insides. This time, it was far more potent than when Ben came in her pussy.

Gwen lost total feeling in her legs. This time, Ben let her fall to the floor without any help. As she slid down the wall, Ben silently stared down at her. His dick, still twitching like a madman, continued to shoot out bits of cum all over her back. He stared at his work.

There was cum pooling out from both holes now, staining her carpet as proof.

Then it all came back to him.

Everything that just happened up till now.

… He had just technically raped his cousin.

… But Gwen had enjoyed ever last bit of it…

…

…

His cock, nearly half hard, had sprung back to life as he bent down. Ben took a handful of Gwen's hair and pulled her up to make eye contact. It was at that moment Ben noticed that lone, singular tear streak down her face. She saw the familiar predatory grin he had before. "Don't think we're done yet. We have a few hours until Grandpa gets here."

Gwen felt her holes twitch in anticipation.

"And I plan to pay you back for everything you put me through with that little spell of yours." Ben chuckled as Gwen's mouth slowly twitched into an unconscious smile. "But don't worry."

"I'll be nice and rough…" He promised.

Rough? Ben makes it sound like he's been going easy on Gwen's ass! Well, guess I'll leave the 'sequel' up to my perverted and imaginative readers! Hope you guys enjoyed it! I know I had a blast typing this out, but I'm still worried about how you guys saw it. Remember, this is my first attempt at a FULL lemon, not that lime shit I did in my other MLP parody. So if you guys feel like I'm missing somethings, don't be afraid to tell me. I neeeed to get better if people expect more sex stuff like this!

Alright, I'll leave it there! Have a nice day/night everyone!

PEACE AND REVIEW PLEASE!