Gwen's Temptations

It was a rare evening when Ben and Gwen found themselves alone at the Tennyson house. Their parents had left for an impromptu date night, leaving the two with the house to themselves. Ben had settled into the living room, flipping through channels, when he heard the shower running upstairs, the sound of water a soothing backdrop to his channel surfing.

Gwen decided to take advantage of the solitude for a long, hot shower. The steam filled the bathroom, creating a hazy mirror where she could barely see her reflection. She let her hands roam over her body, the warm water cascading down her skin like a gentle caress. As she touched herself, her fingers slipping between her thighs, a soft moan escaped her lips, the sensation heightened by the solitude. This could be fun... just to see how far I can push Ben, she thought, her curiosity piqued by the idea of teasing him. The thrill of the unknown made her heart race, her pulse quickening with each touch. She wasn't sure how far he'd take it, but the prospect was exhilarating.

Emerging from the shower, her skin was still flushed pink from the heat, her short hair damp and sticking to her neck. She dressed in her shortest pair of shorts, sans underwear, and a thin, tight t-shirt that clung to her still-damp skin, the fabric almost transparent with moisture. She knew exactly what she was doing as she descended the stairs, her heart beating faster with each step. Let's see if I can make him squirm without even trying.

Entering the living room, she found Ben sprawled on the couch, his attention half on the TV, half on his phone. He looked up when she entered, his eyes widening slightly at her attire before darting back to the screen, a flush creeping up his neck.

"Hey, look who decided to grace me with her presence," Ben said, his voice cracking like a teen at his first dance.

"Had to wash off the day's grime," Gwen replied with a smirk, tossing her damp hair back. "What crap are you watching?"

"Just some sci-fi stuff," Ben answered, his gaze now struggling to stay on the screen as Gwen stretched out, her shorts riding high. Man, she sure looks hot tonight... what's up with her?

Gwen feigned interest in the show, but her movements were anything but casual. She stretched languorously, her hand occasionally brushing against her thigh, inching closer to her core. The fabric of her shorts felt cool against her heated skin, and she murmured, "Mmm, not bad," her eyes half-closed, pretending to be absorbed in the plot while her body told a different story. I wonder how long it'll take for him to notice.

As minutes passed, Gwen's actions grew bolder. She would 'accidentally' graze her fingers over her shorts, her breath catching slightly, making soft, barely audible sounds of pleasure. Ben's gaze was now a captive to her display, his own body reacting, a clear tent forming in his pants. Gwen thought, Oh, this is too easy.

She decided to up the ante, laying her head back against the couch, eyes closed, her breathing deepening to mimic sleep. Her legs parted more, revealing her bare pussy, glistening slightly from the remnants of her shower. Let's see if he'll bite... or if I'll have to resort to more drastic measures.

Gwen's display continued for what felt like an eternity. She would occasionally sigh, her hand moving unconsciously to her shorts, her fingers lightly brushing against her sensitive skin, her body twitching slightly with each touch. Her breath would hitch, small moans escaping her lips, all while she kept her eyes shut, pretending to be lost in a dream.

Ben watched, entranced, his eyes wide, unable to look away. The room was silent except for the low hum of the TV and Gwen's soft, seductive sounds. The tension was palpable, Ben's desire clearly visible through his pants, his hands clenching the couch, fighting the urge to act. She's... she's really doing this? What's going on?

Finally, when she felt that he may have given up, she let out a particularly soft moan, her body arching slightly in 'sleep'. The sound, delicate yet loaded with suggestion, made Ben's resolve waver like a leaf in the wind. His heart pounded with a fierce mix of desire and panic. Am I really going to cross this line? What will this mean for us? The weight of the moment crashed over him, but the pull of curiosity was just as strong.

He tried to be a gentleman first, whispering her name to wake her, "Gwen? Gwen, wake up," he said softly, his voice a mere whisper, trembling with both fear and anticipation. But she only sighed, shifting to expose more of her glistening slit, the sight both inviting and terrifying him. His mind was a tempest of conflicting emotions - excitement, guilt, and an intense yearning.

He tried again, his voice a bit louder but still gentle, "Gwen, really, you should wake up." But she remained 'asleep', her body seeming to beckon him to explore further. The temptation was overwhelming, his heart pounding with a mix of guilt and eager anticipation.

In an attempt to be chivalrous, Ben reached to adjust her shorts, to cover her up, but as he did, his fingers accidentally brushed against her slick, warm slit. The unexpected contact sent an electric jolt through him, the sensation of her wet warmth against his fingertips making his conviction shatter like glass. Oh man, what am I doing? Is this really happening? Can I really go through with this? He was caught in a storm of lust and moral panic, his breath hitching with every heartbeat.

His touches became more deliberate, starting with light, feather-like strokes along the opening of her shorts. He traced the line of her pussy through the fabric, feeling the contours, the heat, and how wet she already was, her scent now fully enveloping him, musky and intoxicating. It was like a silent invitation to delve deeper, stirring an intense, almost primal desire within him. His fingers then dipped under the edge of her shorts, teasing the moist lips of her pussy. He felt the soft, swollen folds, his fingertips gliding over her clit, circling it with slow, deliberate motions, coaxing more wetness from her. Each touch seemed to draw out a slight quiver from Gwen, her body betraying her pretense of sleep.

Gwen's thoughts raced, Oh God, this feels too good. I didn't think he'd actually... Her breath hitched with each caress, her body responding despite her feigned slumber, her mind caught between shock and delight.

His courage growing, fueled by her reactions and his own burgeoning need, Ben slowly inserted a finger into her pussy, the warmth and tightness enveloping him, making his own breath catch in his throat. He felt the velvet grip of her, the way her body seemed to welcome his invasion. Gwen's body responded with a shiver, a small moan escaping her lips, her hips subtly moving against his hand, seeking more. This is beyond the point of no return... or at least past the point where we can blame it on sleepwalking. The reality of what was happening ignited a fire of both fear and exhilaration within him.

With each subtle movement of his finger, exploring her depths, he felt her arousal increase. Her pussy seemed to pulse around his finger, inviting him deeper. His heart raced, thoughts swirling, What if this changes everything? But... she feels so incredible. Am I betraying our trust or fulfilling a hidden desire?

Curiosity and lust combined, Ben's finger then ventured further, moving from her pussy to touch her anus, circling it with the same careful exploration. He felt her tense initially, then relax, her body adjusting to this new sensation. A new wave of moans escaped Gwen's mouth, her pretense of sleep now less convincing. I should stop this, but... who am I kidding? This feels amazing.

Ben, now fully committed to the exploration, increased his pace, his finger now moving with more urgency, in and out of her pussy, the sounds of her wetness filling the room. Each stroke was a question, each moan from Gwen an answer, pushing him into uncharted territories of desire and intimacy. His mind was a battleground of ethics and raw need, the latter winning with each passing second, his emotions a tangled mess of guilt, thrill, and an intense, consuming passion.

Deciding there was no going back, Ben carefully began to ease her shorts down, the fabric clinging to her wet skin before sliding off, revealing her completely to his gaze. Her pussy was now fully exposed, glistening, the lips parted slightly from his touch, inviting further exploration. Gwen thought, I guess this is what they call 'going down the rabbit hole'.

Ben, now committed, stood to take off his pants, fumbling a bit with the button in his eagerness, his once flaccid cock now growing, lengthening and hardening with anticipation. Gwen watched through half-lidded eyes, a smirk playing on her lips as she observed his cock swelling, the veins becoming more pronounced, the head darkening. Looks like someone's eager to explore, she thought, feeling a surge of power and desire.

With Gwen's shorts off, Ben couldn't resist; he knelt between her legs, his breath hot against her skin as he began to taste her. His tongue explored her folds, swirling around her clit, tasting her sweet and musky essence. The sensation of his tongue, warm and skilled, made Gwen's mind whirl in turmoil, I can't believe he's actually... Oh, that feels incredible. This is like the best alien encounter ever!

As she neared her peak, Ben's tongue worked relentlessly, pushing her over the edge. She came with a shudder, her pretense of sleep faltering, her body convulsing with pleasure, yet she tried to keep up the act, her moans muffled by her clenched jaw. The taste of her on his lips was intoxicating for Ben, making him want more, I've never felt this... this intense. What are we doing?

Not stopping there, Ben, driven by primal need, guided his now fully erect cock to her slit, rubbing it against her, coating himself with her juices. The sensation was too much for Gwen to maintain her act; she shuddered, her eyes fluttering open. "Ben, oh God..." she whispered, her voice thick with lust as he began to enter her, the head of his cock slipping inside her warmth. She felt the stretch, the warmth of him filling her, each inch sinking deeper with a delicious pressure that made her cling to him.

Gwen paused him, placing a hand on his chest, her breath heavy. "Let's... let's continue this in the bedroom, just in case someone comes home early," she said, her mind racing with both excitement and the fear of getting caught. Can this really be happening?

They stumbled upstairs, the urgency palpable, with Gwen leading the way, her mind buzzing with anticipation. Once in her room, Ben pushed her gently onto the bed, the softness of the sheets contrasting with the hardness of his body as he entered her again. His cock slid deep into her, each thrust igniting new sensations, her body adjusting to his size. Oh, this feels... different with Ben. It's nothing like I imagined, so much more... real. The rhythm of his movements was intoxicating, each thrust hitting just the right spots, her moans filling the room as she felt the build-up of her climax.

As Ben thrust into her, she felt the surge of pleasure, her body responding eagerly to each movement. The friction was just right, each thrust sending waves of pleasure through her, her body tightening around him with each stroke. But just as she was about to reach her peak, Ben's rhythm changed, his thrusts became more urgent, and with a groan, he came, filling her with a surprise creampie. His body shook with the intensity of his release, his warmth spreading inside her.

Gwen, caught off guard and not yet satisfied, teased through heavy breaths, "That's all you got, Tennyson? I was expecting more from a hero."

Feeling his cock soften inside her, Gwen's banter was more than just playful; it was a challenge. Ben, not one to back down, smirked and activated his Omnitrix. What if... his thoughts trailed off as he pressed the watch.

The transformation into Four Arms was controlled this time; Ben focused on maintaining his size at about seven feet tall, his arms multiplying but keeping his overall form manageable. His cock, however, began to grow deliberately inside her, extending to about the length of his forearm, thick and imposing but not overwhelming. Gwen gasped, the sensation of Ben's growing cock inside her both thrilling and intimidating. It was like feeling a balloon inflating within her, but with the heat and texture of living flesh. The initial softness turned into an intense warmth, expanding in length and girth, stretching her in a way that was both overwhelming and thrilling. Oh my God, it's... growing, she thought, her breath catching as she felt the once-soft flesh firm up, gaining mass and length. The pressure was intense, blending pleasure with a sharp edge of pain, as her body adapted to this sudden growth, every vein and ridge becoming more pronounced against her sensitive inner walls.

"Ben... oh, God, it's... too much," she gasped, her voice a blend of awe and a hint of fear, her body instinctively adjusting to accommodate this new, colossal form. She could feel every pulse, every throb as his cock grew, the sensation of being stretched to her limits was both alarming and intoxicating.

"Yeah, I've been practicing," Ben said, his voice deeper with the transformation. "I didn't want to... you know, scare you off."

Gwen laughed, a sound filled with both nervousness and excitement. "Well, you've definitely got my attention now. Just don't make it too easy on me, hero."

Ben grinned, feeling the power and control surge through him. He continued to move, each thrust now with more purpose, his enlarged size filling her in a way that was both overwhelming and deeply satisfying. The connection between them was palpable, not just physical but emotional, as they navigated this new, intense territory together.

The climax was explosive; Gwen's body tensed, her orgasm ripping through her like a tidal wave. She ejaculated, her squirt gushing out in a powerful stream, mingling with Ben's massive release. Her pussy convulsed around him, milking every drop from his transforming cock. The sensation of being filled so completely, fucked into a state of blissful oblivion, was unlike anything she had experienced. As Ben's body returned to its human form, his cock softened, leaving her feeling empty yet profoundly satisfied; her once tight pussy now gaped slightly, dripping with their combined cum, slowly recovering its state.

Afterwards, they lay there, breathing heavily, the room filled with the scent of their lovemaking. Cum dripped from Gwen as they shared a moment of silence, catching their breath. Gwen's mind raced with the implications of what had just happened. My plan... she thought, reflecting on how she had orchestrated this night to push boundaries, to see how far Ben would go. She hadn't expected this level of intensity, this deep connection. She felt a mix of exhilaration and fear, realizing that her teasing had led to something much more significant than she had anticipated.

Ben, on the other hand, seemed surprised but undeniably pleased, his eyes wide with a mix of awe and contentment. "Wow..." was all he managed to say, his voice filled with wonder.

Gwen contemplated what this meant for them. Would this change how they worked together? Could this newfound intimacy be a secret weapon, or a potential weakness? The questions were endless, but one thing was clear: tonight had broken barriers, and there was no going back. She knew they'd have to navigate this new dynamic carefully, especially in their next adventure, whatever that might be. But for now, she allowed herself to bask in the afterglow, her body still tingling from the experience, wondering what other surprises their partnership might hold.