“Stay down,” Gwen hissed at Ben as her cousin knelt behind the trash bin. “We can’t let Jane see you before you change back.
“I know that,” Ben said with the lizard-like hiss of his XLR8 form, “but why do I have to hide when she isn’t even here yet.”
“Because we don’t know when she’s going to get here,” Gwen pointed out as she brushed her bulky sweatshirt into place and glanced around the school grounds. “I already told her about my magic but it might be a bit much to spring the whole alien switcheroo thing with her right now. If Jane comes around the corner and sees me standing next to XLR8 - or if she turns the corner just as you’re changing into your own form.”
“I guess you’re right,” Ben sighed, “but you know she’s going to figure it out sooner or later.”
“I know,” Gwen muttered, “and she may not be happy with us when she does figure it out, but for now I think it would be best if we kept the watch to ourselves.”
“Ok,” Ben said as the Omnitrix started to beep. “Looks like we don’t have to worry about it after all.”
“That’s what you think,” Gwen said as she watched Jane come around the corner of the building just as Ben changed in a flash of red light.
“Hi Gwen,” Jane called as soon as she was close enough to be sure that it was Gwen waiting for her outside the gym entrance with the brown haired boy standing next to her.
“Hi Jane,” Gwen called with a wave as the brunette approached them. “This is my cousin Ben Tennyson, Ben this is Jane Martin, my best friend since first grade.”
“Hi Jane,” Ben said with his eyes focused on the bulge of her tits under her modest sweater. “I’ve been looking forward to meeting you.”
“Really?” Jane asked as her own eyes drifted down to the lump in Ben’s green pants. “And how long have you been looking forward to meeting me?”
“Ever since Gwen told me that you had early puberty just like me,” Ben said with a self-conscious grin. “And how long have you looked forward to meeting me?”
“Since yesterday when Gwen told me that you were the one who popped her cherry and knocked her up,” Jane said with a grin of her own. “If you’re like me than you’ve been horny ever since your early puberty set in, right?”
“Yeah,” Ben said as he gave Gwen a sheepish grin, “but I didn’t want to tell Gwen about that.”
“It isn’t like it would have made any difference, dweeb,” Gwen snapped. “After I cast that lust spell it didn’t matter how horny you were before I cast it, because I was at least as horny as you by then. I don’t think either of us could have stopped what happened after that - even if we wanted to.”
“And I can see that neither of you wanted to stop once you got started,” Jane said with a chuckle as she shifted her gaze from Ben’s bulge to the one under Gwen’s sweater.
“Hell no,” Ben said as he slid his arm around his cousin’s waist so that he could rub her pregnant belly under her bulky green sweater.
“Me either,” Gwen said as she patted Ben’s hand, “after our first fuck I don’t think I could have stopped for anything - I didn’t want to stop.”
“And I can’t wait to start,” Jane pointed out. “So where is this special room Gwen was telling me about?”
“It’s just off the gym,” Ben said. “Before we head in I think Gwen should cast her invisibility spell so no one will see us as we enter the school.”
“Oh good,” Jane said as she watched Gwen pull her spell book out of her sleeve. “This means I get to see Gwen use her magic. So when do I get to watch you change into one of your alien heroes Ben?”
“What,” Ben asked with a weak laugh as he gave Gwen a quick look. “What alien heroes are you talking about?”
“Do you really think I’m just a set of big tits and a horny cunt?” Jane asked with a disappointed voice. “After Gwen told me about her magic powers I went on-line last night to see what I could find out about what she was doing during the summer. I found a few references to Luck Girl as well as several others about a young red-headed girl casting magic spells. Every time you and your magic came up Ben and one or more of her heroes came up as well. The two of you weren’t really that careful with your ‘secret’ identities - in fact the two of you and your grandfather even appeared in several pictures after Ben saved the day as one of his alien heroes.”
“Yeah I guess we weren’t that careful with our powers and aliens,” Gwen said with a sheepish grin. “Do you think anyone else has figured it out yet?”
“Gwen, why are you worried about normal people like Jane figuring out our identities?” Ben asked with a thoughtful frown. “Most of our enemies already know who we are so I don’t think it matters if other people know too, but I’m not ready to make a general announcement yet.”
“I guess you’re right,” Gwen said thoughtfully. “But I need a lot of practice with my magic before I’ll be ready to make a general announcement, and you’ll need practice with your aliens too.”
“Right,” Ben said sarcastically, “you don’t need practice when you’re a natural.”
“A natural disaster,” Gwen said with a snort, “but we’ll worry about that later.”
“We better,” Jane huffed with a smile that threatened to turn into a laugh as she watched the cousins bickering. “Because right now all Ben needs to worry about is popping my cherry and doing his best to knock me up.”
“Right,” Gwen said as she brought her spell book up to read the spell. Jane noticed the way her friend’s voice took on a strange echoing quality as she spoke the words from her book and she felt the spell wash over her.
“Is that it?” Jane asked as Gwen slipped her spell book back into her sleeve.
“That’s it,” Gwen said with a nod, “the three of us are now invisible to everyone else. That means we can slip into the school through the gym entrance and head for our secret room without anyone seeing us.”
“Great,” Jane said as she slipped past the cousins and reached for the doorknob which refused to turn. “Except that the doors locked.”
“No problem,” Ben said as he reached into his pocket and pulled out three keys, “Grandpa Max made a copy of the key for me, and I made a copy for both of you last night.” After he handed out the two extra keys Ben slipped his into the lock and opened the door wide so Gwen and Jane could walk past him into the dimly lit gym. “Follow me, Jane, you’re going to love the room I set up for us.”
“Are you sure no one will find it?” Jane asked as she followed the other two behind the bleachers and down the short narrow corridor.
“No way,” Ben said before he explained why no one else knew about the room anymore.
“So this control room has been sitting here unknown and unused all these years?” Jane asked as Ben punched the code into the keypad and then gestured for her to enter the room first.
“You got that right,” Ben said, “someone must have known about it at one point because I found a lot of trash in here the first time I opened the door, but as I cleaned it out I realized there was nothing newer than five years ago so I don’t think anyone’s known about it for at least that long.”
“Wow,” Jane said, taking a quick look around the small room before she crossed to the mattress and let herself drop down on it so that her ass bounced up suggestively. “This is even better than I expected. You know, I could keep my school clothes in here and change into them every morning - and then change back into my regular clothes before heading home in the afternoon. Even if my parents find a way to search my locker they’ll never know what I’m doing.”
“That’s fine by me,” Ben said as he looked at Gwen who nodded her own accent.
“Of course that means that I’ll be naked in this room twice a day,” Jane pointed out, “can you think of anything else we can do while I’m not wearing any clothes?”
“I can think of something,” Ben said with a crooked grin as he watched Jane get to her feet and start to remove the conservative blouse and skirt that she’d worn from home.
“The two of you obviously have plans for right now,” Gwen said as she watched Ben start to strip out of his own clothes as Jane let her bra fall to the floor so her oversize tits bounced free. “But I hope you don’t mind if I watch.”
“I don’t mind,” Ben said as he pushed his underwear down over his already erect cock.
“Neither do I,” Jane said as she sat back down on the edge of the mattress and removed her socks. “In fact I think I like the idea of you watching while I lose my cherry and try to get knocked up.”
“So do I,” Ben said as he sat down next to Jane and removed his own socks. “Besides, we have enough time for me to fuck both of you before we have to worry about getting dressed and heading for class. But I can’t do that if you leave Gwen.”
“Then it’s settled,” Gwen said as she removed her own clothes and looked around for a comfortable place to sit down before she opened her book bag and pulled out her vibrator.
“Nice dildo,” Jane said as she looked at the pink plastic shaft in Gwen’s hand.
“That’s one of the vibrators grandpa bought for you isn’t it?” Ben asked as he took his eyes but not his fingers off Jane’s naked tits.
“It sure is,” Gwen said as she opened her thighs and guided the head of the vibrator to her clit by feel since she couldn’t see her pussy past her pregnant belly. “I didn’t want to take a chance with my favorite dildo - just in case someone caught us and searched my bag before I had a chance to hide it here in the room.”
“That’s not a problem,” Ben said with a grin before he stuck his tongue out to lick Jane’s erect nipples. “I can modify this vibrator just like I modified the other one. I can sneak back here during lunch and modify it as Greymatter so it’ll be ready for you by last bell today.”
“Sounds good to me,” Gwen sighed as she ran the vibrator along her slit and erect clit. As he watched her Ben couldn’t help but notice that the hair around his cousin’s pussy had grown thicker since the first time he saw her naked and he wondered if that was because of her pregnancy or if it was natural.
“Can I use your dildo,” Jane asked as she watched her friend slide the humming piece of plastic in and out of her drooling cunt. “I always wanted a dildo but I was afraid my parents would find it in my room even if I did manage to buy one.”
“Sure you can use it,” Gwen said with a low moan of pleasure as slid her vibrator in and out of her pussy, making sure that the plastic shaft slid across her clit with every thrust. “In fact I thought I’d keep this little toy here in our private fuck room so we can use it any time we want.”
“Sounds like a fun way to spend my lunch time,” Jane said with a grin.
“If you think this looks like fun,” Gwen moaned as she slid her dildo in and out of her slimy cunt, “just wait until Greymatter modifies this baby. But right now don’t you guys have something better to do than watch me?”
“We sure do,” Ben said as he tore his eyes away from Gwen to look at Jane as he pinched her nipples. “Are you sure you’re ready for this Jane?”
“Ready, willing, and anxious to get rid of my damn cherry,” Jane said with a grin even larger than Ben’s as she grabbed one of his hands and shifted it down to her fur covered crotch. As soon as his hand reached Jane’s twat Ben started tickling the brunette’s slit and clit until his fingers were coated with enough pussy juice that he could slide one between her cunt lips.
“Damn,” Jane moaned as she closed her eyes in pleasure, “I don’t know what feels better, my cunt or my tits.”
“This is nothing,” Ben said as he bent forward to give Jane a tongue filled kiss, “just wait until I pop your cherry and fill your pussy full of baby juice.”
“You know just how to turn a horny girl on Ben,” Jane said as she pulled her mouth away from Ben’s and reached down to run her fingers along his erect cock so it jumped in anticipation. “By the way Ben, did anyone ever tell you that girls with early puberty can be extra fertile?”
“No,” Ben said slowly, “is that something I should know about?”
“Maybe,” Jane said thoughtfully, “since it could mean that I could have more than one baby growing in my belly after today. You know, Ben, if boys with early puberty are extra fertile that could explain how you managed to knock Gwen up so fast.”
“I never thought about that,” Gwen said with a gasp as she slammed the vibrator in and out of her drooling pussy. “That really could explain how I got knocked up so easily.”
“If you got knocked up so easily because of Ben’s extra powerful sperm,” Jane purred as Ben tickled her brown furred pussy and clit, “then I’ll be knocked up for sure.”
“Only if I actually fuck you,” Ben pointed out as he took his fingers out of Jane’s cunt and licked them clean with a sigh of appreciation at the taste of her juices as he shifted his other hand from Jane’s tits to her twat. Ben felt Jane’s body shiver under his touch and he heard the girl gasp as her slit spasmed against his probing fingers.
Ben waited for the brunette to catch her breath and then gave her a wide smile as he asked, “Are you ready to lose your cherry?”
“Ready, willing, and impatient to get knocked up,” Jane said as she shifted around on the mattress and opened her legs in invitation. “Now crawl in here and put that baby maker to work Ben.”
“You don’t have to tell me twice,” Ben said as he crawled between Jane’s open thighs and placed the head of his cock against the girl’s virgin pussy lips. He slid the tip up and down the girl’s slit and tickled her erect clit before he hesitated at the mouth of her fuck tunnel. “This is going to hurt.”
“I know,” Jane said through gritted teeth, “but I’ve been planing this for years. I’m ready, now do it.”
Without another word Ben forced the head of his prick between Jane’s pussy lips and started working the shaft into her cunt. His cock was half-way into Jane’s fuck hole when the head met the resistance of the girl’s hymen. He looked up to see Jane close her brown eyes in anticipation of what was about to happen. With a deep breath Ben slammed his hips forward and smashed his cock through Jane’s cherry and all the way to the end of her fuck tunnel in one quick thrust.
“Are you alright, Jane,” Ben asked as he held his cock steady in the depths of the girl’s cunt so that her cervix tickled the slit at the tip of his shaft.
“I’m fine,” Jane gasped as her chest heaved, “just give me a minute to catch my breath and then we can start working on our baby.”
“Wow,” Gwen said as she continued to slam her dildo into her dripping cunt. “Now I understand why you always got so horny when you’d watch Grandpa Max and me fucking.” She said as she brushed her red hair back out of her eyes before she shifted it down to pat her swollen belly.
“If you think it’s hot to watch us,” Jane said as she grinned at her friend, “you have no idea how horny I’m getting watching you with that vibrator and pregnant belly. I can’t wait until my belly’s as big as yours.”
“In that case,” Ben said as he pulled his cock out of Jane’s pussy until only the head was in the girl’s fuck tunnel, “I better get busy if I want to give you that big belly you want so much.”
“Oh yeah,” Jane hissed as Ben slammed his cock deep into her pussy. “Fuck me Ben, fuck me and knock me up with your baby.”
“Now that’s a demand I’ll be happy to do,” Ben grunted as he slammed his shaft into Jane’s cunt with enough force to make his balls bounce off her tight ass with every thrust. He could feel his nuts pulsing and knew it wouldn’t be too long before he was shooting his load deep in Jane’s fertile pussy. Jane’s fuck hole was starting to pulse around his shaft too and from the way the girl under him was squealing for breath every time their pubic hair meshed together.
Ben leaned forward to kiss Jane’s large bouncing tits and managed to suck one of her nipples into his mouth. He bit down on the swollen nubbin in his mouth with just enough pressure to send a charge of sexual energy running down Jane’s spine to her cock stuffed cunt. With a scream of pleasure Jane caught Ben in her arms and legs and held him tight as her pussy squeezed Ben’s cock so hard that it sent him over the edge at the same time.
“I’m cumming,” Ben and Jane screamed together. Ben felt his balls clamp down hard as he shot wad after wad of sperm into the girl’s hungry womb.
“Great show you two,” Gwen said as Ben and Jane lay side by side and tried to catch their breaths. “Is it my turn now?”
“You bet,” Ben said weakly as he rolled over on his belly and then got to his hands and knees. Gwen could see that her cousin’s cock was still erect in spite of his recent orgasm. “Do you want to come over here? Or should I come to you?”
“Actually I had something special in mind,” Gwen said with a grin.
“And what’s that dweeb?” Ben asked suspiciously.
“I’ve been thinking doofus,” Gwen said as she shifted her weight around and opened her legs wide so Ben had a good look at her drooling pussy, “that I haven’t fucked any of your aliens lately. And since Jane wanted to see one this would be a good time to use that funky watch of yours.”
“I like it,” Ben said as he started twisting the ring of the omnitrix to cycle through the alien silhouettes. “Who do you want to fuck Gwen? Fourarms? Heatblast? XLR8?”
“Actually I was thinking of an alien that Jane and I could both enjoy,” Gwen said, giving her friend a smile as she continued. “Change into Ditto and make enough copies of yourself to keep both of us happy.”
“Now that’s a great idea,” Ben said as he set the omnitrix to the proper alien and slapped the plunger. In seconds Ben was gone, replaced by the small duplicating alien who quickly split into multiple copies of himself.
As several of the short aliens hopped off the mattress and rushed over to Gwen the red head said, “Jane, we’re pretty sure that Ben’s alien forms aren’t genetically compatible to get a human pregnant, but just in case you may want to hold off fucking Ben in any of his alien forms until you’re sure that you have his baby growing in your belly.”
“I guess you’re right,” Jane groaned as two of the Dittos started playing with her tits. She looked down to see another Ditto kissing her flat belly while two more crawled between her thighs - one to lick her slit while the other one sucked on her blood filled clit.
“This is great,” Jane moaned as she felt her body crawling toward another orgasm, “I didn’t think I’d more than one guy this soon.”
“That’s nothing,” the Ditto kissing her belly said as he lifted his head from her stomach to speak. “Whatever one of us feels we all feel. So I get the taste of your pussy at the same time that I feel my cock slamming in and out of Gwen’s cunt and ass.”
“Cunt and ass?” Jane said as she glanced over at her friend. She could see Ben’s redheaded cousin up on her hands and knees as one Ditto fucked her cunt, another one fucked her ass, two more sucked on her swollen breasts, and one more kissed her pregnant belly possessively.
Gwen was obviously enjoying herself as much as the Ditto’s because she was screaming encouragement as her cousin fucked her in several places at once. As Jane watched one of the Ditto’s playing with Gwen’s tits formed another copy of himself. The new Ditto ran up to Gwen’s face and slid his cock into the redhead’s open mouth. “That looks like fun,” Jane said as she watched Gwen sucking Ditto’s prick, “can I have one to suck?”
“You bet,” a Ditto said in his high pitched voice. “Open your mouth and let me stick this baby in it.” Jane didn’t say another word, she just opened her mouth and sucked Ditto’s erect prick into her mouth and down her throat as she ran her tongue along the base of the shaft and she felt all the Ditto’s shiver with pleasure.
Gwen glanced over at the mattress and saw her friend shiver with pleasure as the multiple Ditto’s sucked, teased, and fucked various parts of her body all at once. She could feel her own pleasure building toward a new orgasm as Ben fucked her cunt, pussy, and mouth at the same time that he sucked her swollen tits and belly. As Ditto Ben’s cock wasn’t as large as it was in his human form, but it was close and he had one in her ass and another in her cunt at the same time. Even as the sexual energy started to build in her belly Gwen felt Ditto’s cocks start to pulse in her mouth and holes and she knew it wouldn’t be long before Ben was shooting his alien spunk all over her body.
Ditto’s cock pulsed one more time in Gwen’s holes and his balls clenched, shooting several wads of alien cum all over her body as well as in her mouth, ass, and cunt. The taste and feel of her cousin’s juice was enough to send Gwen over the edge and her whole body shook with the new orgasm that ran through her body. As she came down from her orgasm Gwen turned to give Jane another smile, the sight of her friend’s large tits covered with Ben’s alien cum was enough to send another small orgasm running through her body until she felt her baby shivering in her swollen belly.
“Was that the bell?” Jane asked as she lifted her head weakly from the mattress.
“Not yet,” said as she checked her watch, “but we don’t have that much time left. We better clean up and get dressed before we’re late.”
“Are you sure we can’t just spend the day here all day and fuck ourselves silly?” Jane asked as she ran a finger through the cum coating her tits and sucked it clean.
“Sounds good to me,” Ben said as the omnitrix started beeping down the time.
“Me too,” Gwen said as she rubbed Ben’s cum into her belly, “but people are going to get suspicious if all three of us miss school. So we better get ready and head for class. But I’ll meet the two of you here afterward, ready and willing for another fuck session.”
“You bet,” Ben said as he picked up his clothes and started getting dressed.
“Just be sure you’re ready to fill my cunt with another load of cum Ben,” Jane said as she grabbed her school bag and pulled out the change of clothes she’d planned to wear that day. “I feel good about your first load of cum but I’d like another just to be sure.”
“And make sure you have a load of cum for me too, dweeb,” Gwen said as she started getting dressed.
“Will do, geek,” Ben said as he finished getting dressed. “Make sure you leave your dildo where I can find it and I’ll come back during lunch to modify it like I promised. I have some ideas I think you’ll like.”
“I’m sure I will,” Gwen said with a smile as she settled her bulky sweater in place over her pregnant belly. “Just make sure you don’t break it while you’re working on it.” Gwen looked back as she reached for the door handle and noticed the look that passed between Jane and Ben. She wondered if the two of them were making plans to meet for another fuck session during lunch, she felt a little jealous at the thought, but then realized that she probably should give them as much time as they wanted so that Ben would have a better chance to knock up her friend as soon as possible.
“I’ll see you two this afternoon then,” Gwen promised with a grin before she opened the door and left the two of them to make their plans.