Tag Archives: Ben 10 Xxx Game

Benjamin Tennyson panted, trying to catch his breath after chasing after Gwen and Grandpa. He had just gotten a new alien, and christened it Ditto earlier that day, but he’d sort of overdone it just a little during the fight with Animo. So maybe taking it easy one the aliens wasn’t such a bad idea. Plus what with all the extracurricular activities he and Gwen had been doing with their free time, he figured maybe spending a little time human might do him some good.

Gwen just laughed as she raced across the sandy beach, grinning back at her cousin and Grandfather. It was a beautiful sunny day, and she’d be lying if she said she hadn’t been waiting all summer for the chance to go out to a nice sunny beach and play in the ocean. She even had a blue transparent float-tube around her waist bought special for the occasion.

Her cousin smirked a little as he spied her scurrying down toward the sea line. “Careful Gwen! Ya’know we never found that big sea squid thing!” He laughed a little and put his hands on his hips. He did like harassing Gwen, it was just one of those little things in life that made him smile. That and his super powers, those were nice too.

The young red head frowned and slumped back, her bottom lip jutting out as she rolled her eyes and glared over at her annoying cousin. “Ya know Ben, I’d be more worried about tan lines than Animo coming after me. It’s you he wants.” She made a kissing face at him before pulling her floaty off over her head and tucking it under her arm to march back to where their Grandpa was setting up the beach chairs. Ok she was a little freaked by what Ben had said, but it wasn’t like she was going to tell him that.

“Yeah, him and every other DNA freak in the universe.” He laughed it off, and after fetching his wakeboard from the Rustbucket, ran out past her toward the water. It was just like hover boarding, only with more water and less hovering, so he wasn’t actually half bad. “Don’t know why you’re worried about tan lines anyway Gwen. You’re wearing a one piece.” Still you couldn’t wakeboard very far, and it got boring lots faster than hover boarding.

His cousin huffed at him. She hated it when he got all energetic and snarky. Gwen sighed and flopped down on the towel Grandpa had set up under their umbrella. She sighed a little and reached into the small pack she’d brought along. She’d kinda wanted to swim, but Ben had busted her swimming mood, so she got out of her small spell book and started leafing through it.

Ben swerved about on the edge of the tide, just boarding back and forth; he didn’t want to get too out of sight, getting kidnapped wasn’t fun. “Awh come on, you know that if that big squid thing shows up again I’d totally kick its ugly fish rear as Ripjaws.” He smirked, hopping off his board and striking up his ‘I’m a hero’ pose. It worked better as an alien.

Gwen just sighed and went back to her book. “Yeah yeah, you’re my knight in shining armor.” She blew a stray red hair from her face and turned a page.

He chuckled a little, “hey what can I say? I’m awesome and you know it.” He grinned a little more and speared his board into the sand beneath her beach towel, just so he could pose on it.

His cousin hung her head, setting her book down as she chewed on the inside of her cheek. He just wasn’t going to let her be until he got what he wanted. Gwen sat up and looked at him. “You’re right Ben, you are awesome. I’d be absolutely lost without you and you’re amazing watch.” Her sarcasm could’ve feed the hungry. “I am merely the damsel in distress.” Now it was her turn to pose, faking a whimper and laying the back of hand on her forehead.

“Well at least you admit it.” Ben smirked, he totally knew she was making fun of him, he wasn’t that dense, but he was enjoying himself anyway. “So what cha reading about?”

She sighed and picked her book back up. “Just studying up on some spells.” She didn’t want to make it look like she was doing something interesting, if she did than Ben would stick around and bug her some more. Though the water was looking Really nice at the moment.

Her cousin pouted down at her. “Well that sounds unbearably interesting, but if you think you could peel yourself away from that spell book for like ten seconds.” He enjoyed his own sarcasm. “You wanna go swimming?”

Gwen bit at her bottom lip and slowly closed her book. She dusted herself off a little and looked out at the water. It did look really nice. The young red head sighed and stood up, punching Ben in the shoulder. “Tag! You’re it!” She laughed a little and raced out toward the ocean.

Her cousin perked up and eyebrow and smirked. “Oh you are so on.” Ben grinned and snatched up his wakeboard, run after her at top speed. She kept right on running as she made a mad dash for the water. She’d look behind her every once in a while to see how close he was getting. Nice thing about being a girl is that you developed faster, which meant longer legs, and that meant being able to stay ahead of your dorky cousin was that much easier.

Ben chuckled a little. He didn’t much mind her out running him. He was sort of figuring that he could catch up to her once they got to the water. After all, he had a wakeboard, and all she had was legs, admittedly nice and long legs…

Gwen laughed once the waves splashed against her feet. She spun on her heel and stuck her tongue out at Ben before turning and running down the beach. She wasn’t going to get into the water just yet, it was pretty cold with just her feet in the water, so she needed to gather courage to jump in.

Her cousin smirked a little, her little spin gave him the chance to catch up to her. He smacked her on the back lightly and dashed out into the water. Ben threw his board under him and hopped on, brushing out over the top of the water, twisting left and right to get away from his cousin.

She gasped when he tagged her. She was sure she’d been far enough away. Gwen sighed and turned on her heel again, leaping out into the water, and griming as the cold salt water splashed over her. She tried her best to catch up to him. “No fair Ben! You can’t use the board!”

Ben just laughed back, sort of twisting about to try and stay shallow enough to have wakes to board on. “Just try an’ take it from me Gwen!” He laughed a little more, popping off a small swell. He didn’t even notice that he was getting further from their beach site, or whatever you’d call where Grandpa was fiddling with his jetpack.

Gwen growled a bit and kept paddling after him. “Darn it Ben!” She grit her teeth as the cold salty water started to get into her eyes. She stopped for a moment, treading water, as she reached up to rub the burning salt form her eyes.
Her cousin kept laughing, until he noticed her pausing, but didn’t think too much of it as he skiffed between sea rocks. He also didn’t notice that sea rocks meant he was getting well out of his Grandfather’s sight, not that he minded, he could turn into an alien superhero with the flick of a switch, and he was having fun dodging sea rocks.

The young red head huffed as she finally got the salt out of her eyes. She started racing after her cousin the moment she could see him, determination renewed by her annoyance with his cheating. Gwen growled to herself as she fantasized about what she would do with him when she caught him, maybe a wedgie, or better yet, spanking him repeatedly with that stupid board of his.

Ben was almost out of sight, twisting about between the sea-smoothed outcropping of the nearby coastline. He was having fun dodging between the rocks, and aside from just dodging them, the breaks made for decent jumps. He’d even managed to do some tricks while jumping some of the shorter flatter, less harmful looking rocks. Gwen was working harder to catch up, she’d lost sight of him a while back, but was doing her best to get to the rocks. Her lungs were screaming at her to stop, but unlike Ben, she didn’t have anything to hold her up if she stopped.

He was just laughing and brought his board up onto the nearest sandy coastline looking thing he could find. Ben was actually pretty tired himself, the whole boarding over rocks thing was a lot more work than originally though, and if he was honest with himself he’d been mostly just trying to not crash into things, and ended up doing cool stuff on accident.

Gwen stopped for a moment, looking out over the water at the rocks and trying to spy her cousin. She couldn’t really make anything out too well, water was dripping down her face making it difficult to keep her eyes open. The young red head groaned, half annoyed half just fed up, and started back for the rocks. She was close enough now that she wasn’t worried about getting exhausted, and she made it to one after a small burst of energy, climbing up on top of it. “Ben you are SO dead once I catch you!”

“Yeah right Gwen! You probably can’t even see me!” He couldn’t really see her either, but that’d never stopped him from making fun of her before, so why let a little thing like vision interfere.

His cousin growled a little, pulling herself up onto the top of the rock, working to catch her breath and rubbing at her eyes to clear them. He was digging his own grave by this point. Not that he knew that of course. He was walking around the shore he’d pulled up on, leaving his board on the shore. He’d found something more interesting do to, he’d found himself a sea cave. It was a lot like the sea caves you heard about, only, less colorful and more uncomfortable.

Ben pouted a little as he looked around. “Awh man…” He muttered to himself. “Not even a crab or something to pick on.” He kicked a stray rock, it bounced off the edge of the cave, and then a rather large and angry looking pelican flew out, gunning for the pre-teen hero’s head.

Gwen lifted herself up with a huff, and started leaping from rock to rock. She was fairly nimble and she knew where Ben’s voice had come from so it didn’t take much. Of course if he ditched her on some strange rocky cove she was totally telling Grandpa and would then probably still go up side his head with his board. “Beeen? Where are you?”

“Wha! Wha wha! Get away! Stupid bird!” The brunette boy was doing his best to beat the large sea bird off. Eventually it had made its point and flew off. “Yeah that’s right! You’d better run!” He kicked the sand in the bird’s general direction. “You’re lucky I didn’t go Heatblast on you and turn into roasted…” He paused. “Roasted whatever you are…”

Gwen perked up when she heard him scraping with the bird, and grinned maliciously to herself. She started slowly sneaking toward his voice, resisting the increasing urge to giggle as the plotted jumping out and scaring the daylights out of her cousin. She kept creeping along the edge of the sand until she saw a nice big opening in the rocks. She took a moment and then stood up grinning to herself. “Cool.” She’d read about caves along the sea line, but she’d always sort of figured they were all tourists traps.

Her cousin kicked a little more sand and plopped down on his butt. “Stupid bird.” He laid back on again a rock, just sort of laying out on the edge of the cave, feet in the sand.

His cousin slowly crept up to the entrance of the cave, looking around a little before she caught sight of Ben. She smiled to herself and got down onto her hands and knees, slowly crawling toward him. She bit her bottom lip to try and stifle herself, she was really going to enjoy scaring Ben for a change. And he was just laying there, even Ben got tired sooner or later, and though he would never admit it upon pain of… something really painful, the bird had sort of startled him. Just a little.

Gwen smiled bigly, finally close enough to touch the unaware brunette boy. She wriggled her rear a little and started slowly sliding up the rocks, her hands already twitching as she aimed to tickle him.

“Man this is kinda lame…” He muttered to himself, sitting up a little. He had no idea she was there, truth be told he was actually pretty dense when he wasn’t a hero. That was kind of why he loved being an alien so much. Sometimes he actually preferred alien him to human him. “I mean, I find a deserted sea cave, and all it’s got in it is a lame bird beast.”

“I dunno, you got me too!” Gwen grinned, pouncing down on top of him. She started tickling him the moment she had landed on him, trying her best to pin him down so she could torture him into submission.

He spun the moment he’d heard her. Of course this was about thirty seconds too late to do anything useful. She fell down on top of him like a sack of red headed potatoes. “Wha! Gwen!” He was knocked onto his back, down into the sand, and fell off the rock he’d been leaning on. His damp shorts sort of caught on the rock and got pulled up a bit. He growled and thrashed about under her. “Gr, Gwen!” Grunting and bucking as he tried to wiggle out from under his cousin. “Get off! You got sand up my shorts!”

She just cackled evilly, something she really didn’t get to do as often as she felt she should. “Oho I’m sorry, is my knight in shining armor afraid of a little sand between his buns?!” She laughed and smacked him on the forehead, having a little bit of a hard time keeping him pinned while he wriggled.

And he kept right on wriggling, shaking his shoulders from one side to the other as he tried to get her off. “G-get off!” He bit his lip and tried not to laugh as she tickled him, positively pouting at her when she smacked his head.

Gwen was enjoying every minute of it, laughing a little more before sitting back and staring down at him. “Awh poor little Benny.” She leaned down and kissed him on the forehead before hopping off and racing toward the cave. She’d get him better later, she couldn’t possibly beat the daylights out of him when he pouted at her.

Ben sat up, brushing off his rear and righting his shorts before chasing after her. “Gwen! You get back her and lemme get you back for that!” He howled after her, fist in the air. He wasn’t really entirely certain how to pay her back yet, but he sort of figured by the time he caught up he’d have a few ideas.

She just laughed and smacked herself on the rear. “You’ll never be able to regain your pride after that, oh lame one!” She hopped over a few sharper looking rocks and ran deeper into the cave.

“Oh you just wait! I’ll put more than sand up your butt!” Ben had very little idea of just what exactly he’d implied, but it sounded like a good retort to him, and the ominous echo that came from the cave only improved it.

Gwen paused for a moment, actually stopping running and looking back at him. She gave him this look. “Ben… did you seriously just say that?” She smiled and started cracking up, sometimes she just loved how dumb her cousin could be.

He just ran right up on her, sort of half jumping half pouncing on her as he grabbed her around the waist to pull her down so he could pin her. She was too busy laughing to try and stay upright with any efficiency. Gwen was pulled down, tired and giggling as she twisted about and tried to pull herself from her cousin’s grip.

He pinned her down under him, sitting on her stomach like she had done to him earlier. “Y-yeah I did, so what?” He pouted at her a little more, still sort of trying to figure out how to pay her back now that he had her, while also trying to figure out what was so funny about his insult.

She pushed at him and arched her back, trying to knock him off her while she kept laughing at him. Honestly you’d think after all they’d done together he could figure this one out on his own. She shook under him, slowly calming down as she lost her breath and resolved to just panting underneath him.

“Alright Gwen, I’ve got you. Now tell me what’s so funny?” He pouted down at her a little more, sort of half glaring, his hands down on her shoulders to keep her pinned. It dawned on him that he had the Omnitrix and it was just chalk full of good payback monsters. Maybe a face full of Stinkfly loogie…

Gwen giggled a bit more as she looked up at him. “Really Ben? After all we’ve done you haven’t figured that threatening to put something other than sand up my butt could be dirty?” Her smile looked a little perverted as she looked up at him, winking a little as she sort of hoped that the shock factor could get him off her.

He blinked a little as he thought about it. “Oh…” The gears were starting to move. “Oooh.” He smirked a little as it started falling into place. “Ohohoh…” His smirked turned a little vicious as he finally got an idea of how to pay Gwen back. “Well, then maybe I’ll just do that.” He pulled the watch up in front of him and started dialing. “With a little help from our new friend Ditto!”

Gwen paled a little before she actually started to wriggle. “Ben if you even think about it… Don’t you even try… Damnit Ben!” She squeaked a little trying to get his hands off the Omnitrix. She had actually just been trying to make a point, not give him ideas… horrible, horrible, appealing ideas.

Ben was sent rolling onto his back laughing as he pulled his arm away from her and smacked the plunger down. A short green flash later Ditto laid on his back staring over at her. “Oh I won’t really try.” He duplicated himself.

“But I will.” The new Ditto grinned and the two jumped at her.

She gasped and flipped onto her stomach, trying to scramble away before the mean little aliens that were her cousin got a hold her. She wasn’t actually trying, too, hard to get away. She was too intrigued by the thought of fooling around with a bunch of alien midgets, but then again she wasn’t really that desperate for carnal pleasures at the moment. So she made a show of trying to get away from the two.

The first Ditto snagged her left leg, while the second grabbed her right. The two of them split into another two, and these went for her arms. Together the four aliens sat on her various limbs and smirked as they held her down.

“Oh there’s no getting away from this one Gwen.” The first said, a slight smirk on his face as he pulled on the crotch of her swimsuit and let it smack back into place. Gwen yipped a little as the tight fabric of her suit smacked against her sensitive nethers.

The second Ditto laughed a little. “Yeah, after all, this was kinda your idea.”

She grit her teeth and tugged at her limbs. “Y-yeah, whatever!” She couldn’t really think of anything to say, her brain was too busy mulling over whether or not this was a good thing, or a very bad thing.

“Now let’s see what this alien’s wingwar looks like.” The third Ditto rummaged about between his legs. The others blinking lightly before doing the same. At this point they were more curious than anything else.

Gwen blushed a little and started struggling as the group looked about their collective crotches. “Bens! Come on let go!” She pleaded just a bit, still not sure that her situation was a bad one to be in.

“Not gonna happen Gwen.” The first Ditto said with a chuckle, pausing in his search for his penis to smirk at her. It didn’t really matter, once the third Ditto found his, the mental link told all the others where to find their own.

“Aha!” The third exclaimed with a smile, pulling his gentiles from a small slit between his legs. “Woah, trippy.” Ditto’s manhood was covered by a thin clear and sticky goo, something that felt an awful lot like what a jelly fish’s insides looked like. But it wasn’t just that, just under a thin layer of translucent skin was a layer of neon green, glowing fluid.

“Yeah definitely.” The second Ditto added, blinking down at his own glowing manhood. It was flat on the end, unlike a human penis, and a lot smaller, but that was probably just to scale.

“Yeah, but like, what’s he gonna do? Lose it?” The fourth Ditto laughed a little, waving his around, just sort of playing with himself to get hard. The interesting thing was that his actions got everyone hard, after all, their minds were linked, pain, and other things.

Gwen stopped wriggling once she caught sight of the glowing penises. She stared at it as the wheels of her mind clicked and whirred behind her eyes. She bit her lip a little and tilted her head, trying to sit up to see. “H-hey lemme see.”

“Ohh, now you’re interested.” The first Ditto said while the others laughed. Then he, and the fourth split off to the side.

“Well here ya go. Kinda freaky huh?” The fifth sat smirking and cross-legged in front of her, while the sixth positioned himself over her. The first Ditto pulled her suit to one side, and the sixth spread her rear open.

“Yeah, but what I wanna know is, will her rear glow after I’ve finished?” The sixth laughed a little pressing his hardening shaft against his cousin’s soft butt.

She blushed hard and growled back at them. One thing was for sure, she definitely didn’t like how smarmy the lot of them were. Gwen tilted her head a bit before sighing and smiling up at the Ditto in front of her, licking her lips lightly. Maybe if she could entice the one into action she could shut the rest of them up.

The Ditto raised an eyebrow. “Ohh? Looks a little tasty too huh Gwen?” The others laughed.

“Hey guys, help me sit her in my lap. It’ll make this easier on all of us.” The Ditto at her back grabbed her around the waist and tried to pick her up.

“Yeah hey that’s a good idea.” The first and second Dittos got off her legs, while the third and forth freed her hands, though they kept a hand on her shoulders just to make sure she wasn’t going anywhere.

“Plus this way we can keep her hands ‘busy.’” The third smirked over toward the fourth.

He smiled. “Oh good idea.”

Gwen grumped a little and batted at them. “Leggo, you think I’m gonna run away from this?” She said it like the very thought of running was the stupidest thing she’d ever heard, and arched her back a little bit. She was just trying to make it so they’d let go, it’d be easier on all of them if they’d let her help out.

The two Ditto let her go. “Woah.” The fourth smirked a little. “Sounds like someone has a new favorite alien.” He chuckled a little, as did the others.

The sixth still had a hand around her waist, he sort of sat back and let her sit up. His shaft was still pressed up against her behind from behind. “Well let’s see if we can’t make a few new favorites with this adventure.” He smirked to the others.

“Well it’s a definite thing that Ditto’s going to be a bit of a, ‘handful’, for you, isn’t it Gwen?” The third Ditto smirked a little, just sort of putting his hands on his hips, showing of his, and the other Dittos’ full four inch erections.

“Yeah, and a mouthful too.” The fifth smirked down at her, stretching his shoulders out.
She just pouted a bit and reached up to her mouth, sucking two fingers into her mouth and swirling them about her tongue before pulling them out. He fingers dripped with her spit, and she reached back to rub her saliva coated fingers over her back entrance, tensing a bit and leaning forward. She looked back at the Ditto behind her, and smiled lightly, wiggling her rear at him. She wanted to everyone situated before they went ahead and screwed the hell out of her.

“Ew Gwen, you spit on your butt?” The first Ditto didn’t actually sound that grossed out, Ben’s apparent mind set was that, when it came to sex, just about anything went.

“Well anything to get this going.” The Ditto behind her smirked, and put both of his hands on her hips to guide her down onto his shaft.

“Hey wait a second.” The second Ditto looked toward the first. “What about her front?” The two blinked at each other for a second, before practically scrambling over each other to get down on top of her.

“Hey I get it I’m the original!” The first Ditto kicked the second in the jaw and sent him rolling off their cousin.

“Ow!” All of them, glared at him, and even the first rubbed at his jaw.

“Watch it!” The third Ditto smacked the first on the back of his head, lightly.

“Awh relax guys. We’re about to experience having sex, getting it in her mouth, and up her butt, while getting jacked off, twice, at the same time!” The first smirked up at his ‘brothers’ still rubbing his jaw.

“Dudes… this is gonna be awesome!” The third said grinning over at the fourth.

“Heck yes it will be.” The forth replied with a similar grin, well technically it was the exact same grin.

Gwen huffed. She just wanted to get them all to shut up, so, with a grin, she suddenly pressed her backside down onto the Ditto behind her, his shaft pushing up into her while she brought her hips down onto him. She gasped and arched at the odd feeling, biting her lip lightly as she kept pressing down, not stopping until all of him was sheathed inside her.

“Owhah…” All the Dittos moaned out simultaneously as she pushed herself down on top of the sixth’s shaft. He arched his hips lightly and pushed himself deep up inside her.

“Woah… dude, she’s like, way tighter there than anywhere else…” The first Ditto brushed aside the front of her swimsuit. “Then again…” He grinned a little and positioned himself at her entrance.

The forth sort of stared out into the distance, he looked like he was having an out of body experience. “And boy is she warm…” Which technically he was.

“Dudes stop it…” The Ditto beneath her was squirming a little. “You’re gonna make me finish up…”

Gwen smiled and leaned back a little, reaching down and tugging on the front of her suit. “C-come on now, I’m getting antsy.” She winked at the lot of them, rocking her hips once as her backside squeezed at the shaft inside her, just to get her point across.
All of them jumped a little when she rocked and squeezed. The first Ditto smirked and quickly wrapped his arms around his cousin, shoving himself all the way deep inside of her core, earning another moan from the various Bens gathered there.

“Ya’know… she might be hotter up front…” The third said with a bit of barrowed breath.

“Yeah… H-hard to tell…” The fourth added, his neon green shaft drizzling a little neon green goo.

Gwen smirked a little more and arched her back. “How about someone finds out?” She was in fact getting rather antsy, her body throbbed as it squeezed down around the shafts that were pressed deep inside her warm body.

“I’m on it.” The first Ditto smirked as he leaned back, and stretched his legs out under her. He propped himself up on his arms, and held himself just a little off the ground to allow for the right, leverage.

The one behind her was on his knees, sort of holding his hips up flat against her rear. “Come on, hurry up guys… Now I’m getting antsy.” He wiggled his hips a little and all the Ditto got the message.

The third and forth smirked as they each reached out and took one of her hands. “You heard ‘em Gwen.” The forth laid her hand right over his glowing hard shaft.

“Yeah, let’s hurry up this positioning part and get to the pistoning part.” The third smirked a bit more and took her left hand across his own green shaft, adding a little pelvic thrusting. The fifth grinned a little and took a step forward, almost standing over the first, though a bit to his brother’s left as he offered his own penis to the red headed girl beneath them all.

“Hey what about me?” The last Ditto pouted as he appeared to be the odd man out.

“Well come on over here.” The fifth smirked a little, getting his last brother to stand at his first’s side. “She can alternate, Right Gwen?” He smiled down at her.

Gwen wrapped her hands around the two green shafts offered to her, pressing her palms into them, and starting to work them before long. “I think I could manage two at once.” She tilted he head back, winking at the two aliens in front of her and sporting a come hither expression as she rocked down against the two beneath her slowly.

The first Ditto moaned, starting to pump his hips up into her the moment she started down on him and the sixth. He wasn’t wasting anytime either. The Ditto behind her had himself pushed so far up her rear, he would’ve sworn he could feel her stomach. The third and forth moaned in unison, leaning their heads back and just letting her work their shafts. The second and fifth each took a step up, smirking at one another as they held their dicks no an inch from her lips.

The lithe young red head smiled before darting forward and wrapping her lips around the tip an alien shaft. She’d started with the fifth, he had been the one she’d been flirting with after all, but then again, it could’ve been the second, she couldn’t really tell who was who, but she did like how she was basically surrounded by soft, almost pillow like aliens. Gwen gasped a little, rocking her hips down into the two Ditto beneath her. Her hands were working a mile a minute, rubbing the bad of her thumbs over the underside of the two dicks in her hands.

There was a soft moan echoing around the cave. You couldn’t quiet tell where it had originated, but it was a sure thing that each of the Ditto had added their own verse. The first was pumping his hips up into Gwen as quickly and as solidly as he could get from his awkward position under her, while the one behind her pounded away on her rear, hands tightly clenched around her hips as he banged in and out of her back door.

The third and forth were sort of trying to find something to do with their hands while she worked their shafts. The third settled for just laying his hands over hers while she jacked him off, while the forth tried putting his hands on his hips, but that made him feel kinda femmy, so he just laid his hands over hers like his duplicate, or was he the duplicate?

The fifth moaned and rolled his head back as Gwen practically swallowed his shaft. So did the second but only because he could feel not only the warm depths of her mouth, but also each and every action the young girl plied to any of his brothers, they all could, and if they were perfectly honest with themselves, it was probably only because one of them had nothing happening to him that they hadn’t already finished. He was their rock, and he was fine waiting for his turn.

Gwen moaned softly bobbing her head back and forth as she sucked off the Ditto in front of her as gently as possible. Her hands working their way quickly over the hard glowing shafts they held, she sort of felt like she was raver getting fucked by a drug trip, one neon green penis in either hand. She gasped, and pulled off the Ditto as one of the other pumped into her rear harshly.

The young red head bit at her lips and shivered as her body was stimulated with no pause. She grinned slowly, and moved her head back forward, enveloping the last Ditto’s shaft within the damp confines of her tight mouth. She kept pushing forward until all of him was crammed into her, wriggling her tongue against the underside of his shaft as her throat clenched down around his tip, and her moans vibrated into him.

He reared up onto his toes as she swallowed his shaft. He moaned and tossed his head back, the Ditto beside him joining him as he moaned, and climaxed. Hot glowing green goo shot out into, and onto her face, and when one climaxed, so in turn did each of them, all at the same moment. The one behind her shoved himself as deep into her rear as he could, biting his lip to stifle the moan and pouring his glowing load into her from behind. The Ditto beneath her leaned back and arched his hips up, pressing himself deep into her core as he released, coating her insides with his contribution of green goo. The two in her hands each moaned, lightly gripping down on the hand which worked them, stopping their movements as they coated her forearms and hands with goo.

Gwen gasped in shock and pulled her mouth back as it was pumped full of the neon green. She coughed and shivered a bit, scrambling to get from the Ditto sandwich. She hadn’t gotten anywhere, and that was fine, though her insides throbbed from the hot goo seeping out of her opens.

“G-geez guys…” She sort of wanted to just collapse, even though it hadn’t last as long as their over encounters, she was exhausted. She’d never thought doing it with so many would take up so much energy.

The two beneath her just sort of laid there, leaving themselves inside her. The first lay out under her, the other lay across her back. The two in front of her were just sort of standing there, their shafts dripping from either her saliva, or their own jizz. Those at her sides were in the same boat, just sort of standing there, their hands still somewhat covering their shafts as they tried to catch their breath. All of them wore a deep look of pleasure and self satisfaction.

The young, alien semen covered red head struggled to catch her breath as she leaned back into the Ditto behind her, shivering a little as she arched her back. “Y-you guys suck… you c-could’ve warned me.” She pouted a little, but licked up the neon glowing goo that coated her chin, some was even dripping off the tip of her nose.

“Hehe… Sorry Gwen.”

“Yeah. You’re just too much hotness for six Ditto to handle.” All of them chuckled weakly.

“Now nine Ditto on the other hand.” One of the aliens at her side stood straight, looking a might more lively that the rest of the bunch.

“Oh yeah, now there’s an idea.” Another stood up and smirked.

“Why stop there?” The Ditto beneath her slowly removed himself from, an act that caused all those present to tense just a little. “With a dozen of us, we could practically paint Gwen green!” He chuckled a little.

“Now you’re talking.” The one behind her sort of bumped his hips against her backside. He was still inside of her, and bumping him stimulated him, which stimulated them. “Let’s have another go. Only this time, with even more of us! What’d you say Gwen?”

The young girl blushed when she was bumped from behind, and ruffled as she ran a hand through her green covered hair. “I-I dunno guys, I’m not too interested in becoming a glowing goo monster.” She grinned a bit and wobbled, trying to stand up.” There was barely enough room for six of you, a dozen… Why there’d have to end up being boy on boy.” She giggled a little. “I’m not too interested in seeing that you know.” She waggled a finger before sort of collapsing back into the one Ditto’s lap. Her body was practically buzzing from the lack of something inside her.

The group of them tensed a little as she dismounted, but then the first Ditto was smirking and sitting up. “Yeah, but what stimulates one of us stimulates the others too.”

“Hey yeah that’s right!” The second perked up smirking down at his cousin. “The rest of us could just stand around and concentrate on not gooping you too early.”

“That ought to make us all last longer.” Another Ditto added with a devious smirk.

“Which is cool with us, cause, as long as this took is just kinda…” The forth Ditto paused to try and find the word he was looking for.

“Disgraceful.” The alien behind her found it for him.

“Yeah… oh and plus.” One perked up for a moment, leaning in toward her before all six of them divided in half.
“You haven’t gotten to finish yet.” All dozen Ditto spoke at once, crossing their arms and smirking at her as the new half pulled out their glowing sex rods.

Gwen rubbed at the back of her head and managed to get onto her hands and knees, still out of breath as she licked the goo that dripped over her mouth. “I dunno… I don’t think it’s That important that I finish…” She said it like she was on the verge of agreeing, but wasn’t ready to decide just yet. She was really just being a tease, lapping at the glowing green that trickled down from the bridge of her nose to her mouth.

“Well.” The Alpha Ditto, or at least just the first, took a step forward as the others circled around her. “We do.” He crossed his arms over his chest while his other selves echoed back. The whole thing was really just Ben wanting to make sure she had a good time playing with his aliens, he had fun, and if she didn’t than she wouldn’t want to keep playing. “So, how about you get out of that swimsuit and we have some more fun?” The Ditto smirked, his shaft getting hard again, while all those around her worked themselves, more or less in her direction.

Gwen sighed a bit, staying where she was, out on her hands and knees as she absentmindedly licked at the goo on her mouth. After taking a look at the large group, working themselves in her general direction, she really couldn’t help herself. He body gave a quick throb as she pushed herself up so she could stand, and reached up for the straps of her suit, removing it for their second round.

A single grin slowly spread its way across the faces of all the Ditto present. It started on the Alpha Ditto and then slowly worked its way across the entire mass until it reached the end. The mass stopped working themselves once they were back to ‘attention,’ it hadn’t taken that long, even the sensation of masturbation times eleven was pretty potent.

Gwen slowly peeled the sticky suit off, shivering as her naked flesh was exposed to the cold air of the cave, and the prying eyes of a dozen Ditto. “Stop leering at me. It’s creepy.” She stuck her tongue out at the lot of them before blushing and collapsing, a large gush of green goo had burst free from her lower openings, and she shivered as the hot liquid seeped out to coat the inside of her thighs.

“Well…” The first Ditto rolled his head to one side, sort of rolling his shoulder up and down. “If you insist.” He took a step toward her, as did all the others, slowly all twelve of them closed in around the one little red headed girl.

She tensed a little, huffing and wriggling as the goo sort of made it uncomfortable to move from where she’d dropped. “H-hey now… j-just take it easy. I may have agreed to this, but you still gotta be gentle with me.” She winced and covered her crotch with her hands.

The primary Ditto leaned down, face to face with her. “Awh, sorry… was little Ditto too much for big bad Gwen?” He snickered a little and put a hand on his brother’s shoulder.

“Don’t worry Gwen, we’ll be gentle, after all you’re only dealing with…”

“Five of us.” Five Ditto, the Alpha included, put their fists on their hips and posed, smirking at her.

Their cousin pouted, staring back at one of them, then the other, then another, and so on, until she game to staring face to face with the Alpha Ditto himself. Gwen jumped him, leaping up onto him and practically straddling him, some of the goop even leaked into him. “I’ll show you who’s big and bad!”

“Oh… is that so?” The Ditto smirked back at her, apparently not caring too much that his, or one of his incarnation’s semen dripped from her onto him. “Well bring it on.” The Alpha grinned and flipped the two of them over, and opened the flood gates. The other four piled down on top of them. One Ditto came up from behind and pushed himself up her rear, not pausing for but a moment to aim. Two more grabbed her hands and placed their shafts in the palms, while a third strode up in front of her, his glowing sex shaft staring her in the face.

Gwen let out a light yelp as she was penetrated, arching her back and bucking her hips lightly. She groaned low as her aching core was pushed against again. She didn’t really have time to hold herself up, her hands taken away from her. The fiery red head glared up at the Ditto in front of her, arching her back as the Alpha beneath her pushed his own way in, and summoned another groan from her.

It took her a moment, but soon she adjusted herself and started jerking off the two in her hands. She leaned forward slightly, smirking just a little, and opened her mouth and took the alien before her in her mouth, closing her eyes and sucking on the glowing rod, just a little harshly, privately wondering if her cheeks were glowing.

The five aliens, and the other seven present, groaned a single soft moan of pleasure. The creature beneath her began to buck up into the lithe young girl, laying out on his back he was much better positioned for the action, and soon he had a nice face, moderately turbulent pace pumping in and out of her. The Ditto at her back took a page from the first’s book, although his thrusting was a little rougher, and not nearly as rapid. He was less opportunely positioned though, sort of having to loom over her as he pounded himself in and out of her rear.

One of those in her hand simply laid his over hers and closed his eyes, rolling his head back and smiling while she worked him, and he could also feel each of the other dozen’s bodies. The other alien in the young girl’s hand licked his lips lightly, and simply leaned back to enjoy the experience as a whole. Those who were actively involved with their cousin slowly closed in around her, aiming to give her a good grean painting when the time came. Some held themselves in their hands; others were actively working their shafts, while still others were, as they all were, simply enjoying themselves.

She was well surrounded, but Gwen simply looked up at the Ditto in her mouth and moaned. She rubbed her tongue along the underside of his shaft, and smiled up at him while she worked his brothers with her hands, and slowly rocked down into the two creatures pumping up into her core.

The version of her cousin in her mouth began to lightly pant. He rolled his head back and started at the roof of the cave as his hands found their way atop her head. Had it been just the five of them, they probably would’ve finished already, but luckily for them, there were seven incarnations that sole purpose there was to keep that from happening. And still, three of them couldn’t keep their own hands off themselves given the sight of their nude cousin being filled from all angles, the feeling of doing it all to her coursing through their mental link, the slight shimmering of the glowing green cum along her thighs, and finally the simple hint of a glowing cock shining through her cheeks.

Gwen bucked her hips down, and groaned a little louder as she arched her back trying to push the creature before her even deeper into her hot damp mouth. Her body squeezed around them, throbbing and tugging as the friction began to grow within her. The whole situation wasn’t helping her hold back anymore than it was them. It was probably one of the hottest things they’d ever done, and she knew it. A low moan escaped her as her hands squeezed around the shafts they held, her wrists flicking back and forth as she jerked them off, rubbing from base to tip with enthusiastic vigor.

Those outside her gave a bit of a yip as she squeezed their brothers. It hadn’t hurt, quite the opposite in fact. The two shafts in her hands began to drip slightly, as did all the Ditto present in fact it was simply that these two were the most noticeable, though even the glowing manhood contained within her mouth dripped a little glimmering goop.

The incarnations of her cousin beneath her and behind her choose to take things up a notch. The one beneath, the Alpha, grabbed her hips tightly in his hands and began to pound up into her as hard and fast as his small little alien body could manage. His brother at her rear did the same, though his position granted itself more to force than speed, and his thrusts shook the young girl with each surge forward.

Those around her were all enjoying themselves in one manner or another, some continued to work themselves, smiling down at her and licking at their lips while they looked on. While others had their heads tossed back and a contented smile splashed across their faces, enjoying the feelings the others wrought.

The young red head yelped and yipped around the shaft in her mouth, bucking her hips faster as the two around her sped themselves. She was really getting into it as the feeling of two hard shafts shoving into her small squeezing body started to push the friction into an unbearable throbbing. Her body heated as her hands sped, spurred on the swelling feeling in her core.

She twitched a little in anticipation, she hadn’t an idea as to why, but she was really looking forward to the next wave of hot glowing cream. The need for it spurred her on even more than the damp throbbing beneath her, and she worked her hips, hands and mouth even faster than before.

The various Ditto gathered around the overly driven red head, all were panting in time with one another, perhaps it was because they were genetic clones, or perhaps it was because they were all experiencing having sex with her at the same time, or maybe it was just because they were the same boy, but none of them ever took a breath out of time with his brothers.

The Alpha continued to drive himself deep into his cousin, as did his duplication behind her. Both pumped themselves against her quivering body while those her hands were tending tensed. The unattended Ditto closed in around her, and those working themselves ceased. They were getting close.

Gwen suddenly went rigid, a loud moan shook across the Ditto in her mouth, and her hips smashed down into the one beneath her. The young girl’s body clamped down upon both intruding shafts like a vice grip, her mind went blank and her vision faded for a moment. Her climax was intense, it forced her to stop all her action in lieu of simply trying to keep from collapsing onto of her cousin’s primary self.

The intense feeling of having her lithe body seal down around both Ditto penetrating her rippled through the others, pushing them over the edge as all twelve came with her. The first pushed himself deep up into her ad hard as his small alien body could reach, and poured his green glowing goo deep within her. The second pushed himself up her rear, virtually pressing his entire shaft inside her as he released, coating her hot tight backside with his own contribution of goop.

Those in her hands grabbed them in an instant, removing her inattentive digits from them as they came hard, hot thick globs of goo jetting out from them and onto her arms, reached up to her shoulders as the Ditto whose shaft she held in her mouth rolled his head back. He moaned deeply as did they all and reared up onto his toes, pressing his hips against her mouth and pouring his hot globs of goo deep into her waiting mouth.

Those who hadn’t actually been engaged with her gathered close, most took their shafts within their hands, and pointing them down at her. Each let of his own jet of hot glowing goo, and between the twelve of them they practically covered her, illuminating her such that the light could likely be seen from beyond the confines of their cave.

Gwen let out a light sigh, feeling them coming on and in her she sucked down the goo provide her, and closed her eyes to moan out her approval. The young red head arched her hips, trying to wiggle free as her sensitive, stimulated nethers throbbed madly from being filled so absolutely. Finally she released the Ditto from her mouth with a pop, and sat back, upright on top of the Alpha Ditto beneath her. Gwen began to lap lightly at the goo covering her arms, and hands, and shoulders, and face. She licked at the edges of her mouth and tried her best to clean herself off some, or at least not dripped quiet as much.

The Ditto beneath her pouted up a little as he tried his best to keep from being as coated as his cousin, though even that was half hearted, twelve orgasms were quiet exhausting. “Whew…”

“You said it man…”

“Yeah… that was, tiring.”

Gwen laughed a little licking at the juices on her hand. “I dunno, I had fun.” She rocked her hips a little, and the Ditto moaned as she tried to get up. They were still rather sensitive.

“Woah… Don’t do that…” The one at her rear leaned around her a little, just to try and talk to her face, even if she was pretty seriously sticky.

“Yeah…” The Alpha Ditto added between hurried breaths.

She pouted down at him and rubbed at her face to try and clean the glowing cream off. “Awh, but it’s cute when you guys moan.” She rolled her hips again, rocking them down into the Alpha a little harder than before, and then bucking back into the Ditto behind her.

Again the creatures moaned in unison, although this time some of them bit their lips and tried to stifle themselves. The Alpha pouted up at her, but even this was cut short when she bucked back into his brother. He bit at his lip and swallowed the moan she would’ve caused.

And then, they got an idea. One of the Ditto which hadn’t gotten laid began to work himself, pushing his brother aside so he could stand at the designated, get a hand job spot. The feeling of being worked slowly rippled back through his brothers, and each of the Ditto got a lightly devious look, a few even duplicating more brothers to join, and soon they were beyond count. “Alright then Gwen.” All those present spoke at once. “Then it’s time for…” The smirked at each other. “Round Three!” Their howl echoed through the cave and soon there was even more Ditto standing there.

Gwen blinked, pausing as her hand held above her mouth, her head tilted back to let some of the slime drip down from her fingers. She had been to lap it off, but the sight of more duplicating spurred panic in her heart. The goo dripped from her fingers and missed her open mouth, falling into her nose instead. The young girl startled and snorted, bucking her hips and scrambling up off both the Ditto within her, coughing to clear the glowing goo from her nose.

The Ditto were descending upon her, and though they entirely intended to go for a round three. The Watch had other plans. Apparently the Omnitrix believed that a dozen Ditto climaxing at once was enough for one day, and with a few ominous beeps it began sucking the various aliens back together, until one, who had been mid leap was left. The force of it all knocked Ditto prime on his rear, and almost the instant the final Dittos were joined back together a red flash filled the cave, with Ben sitting there blinking up at his goo covered cousin.

She stared right back, before a smile crept onto her face, a chuckle slipped from her chest, and she went back to licking her glowing body clean.

Her cousin stared at her, raising an eyebrow and just sort of collected himself into a sitting position as he watched her. “So are you like, part cat or something? Or do you just really like the taste of Ditto cream?”

She smiled at him. “I dunno, I just like it.” She wriggled her rear a little and stood up, her body virtually secreting the glowing goo from her nethers, a large amount rolling down from her onto the sand.

“You’re leaking.” Ben said, he sounded almost bored as he looked back over at the watch, trying to make it turn green through sheer will.

Again Gwen smiled. “Only a bit.” She reached down between her legs and got a good handful of the goop, before going about cleaning off her hand yet again, giggling a little as she walked toward her swimsuit.

Her cousin raised his brow again and stared at her as she licked off the goo that had just leaked out of her. “Eatting stuff that drips out of you Gwen? Ya’know that’s kinda kinky, even for you.” He chuckled a little and stood up, his legs waved a bit, but he caught himself.

Gwen looked over at him, still licking at her hand before reaching down for her suit. “I like it, what can I say?” She walked over to him, suit in one hand still naked and dripping a little. “But as much as I like it I’ll be going to clean off now.” She blew her cousin a kiss and then headed off toward the cave’s enterance to wash off in the ocean.

Ben just blinked at her, tucking his hands behind his head and rolling his eyes before following. “Tsk… must be a girl thing.”