Gwen closed the door of the Rustbucket quietly behind her, tiptoeing back to the small bedroom at the rear of the RV. A sliver of moonlight peeked through the blinds, illuminating Ben lying shirtless on the bed, covers bunched around his waist.
“Did Grandpa Max hear you?” Ben whispered as Gwen slid into bed beside him.
“No, he’s still snoring away up front,” Gwen reassured him, snuggling close. She ran a hand over Ben’s firm chest and chiseled abs – all those hero transformations were paying off. “Now where were we…”
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Their lips met urgently in the dark, tongues tangling together. Gwen straddled Ben’s hips, gripping his shoulders. She could feel his hardness pressing against her center through their thin sleep shorts.
Ben’s hands slid under Gwen’s tank top, cupping and kneading her small, pert breasts. Gwen let out a breathy moan against his mouth. She ground her hips down, desperate for more friction.
Breaking the kiss, Gwen sat up and peeled off her top. Ben’s eyes went wide as he took in the sight of her bare chest, pale skin glowing in the moonlight. He surged up, capturing a pink nipple between his lips. Gwen gasped, throwing her head back in pleasure.
“Shhh, we have to stay quiet,” Ben reminded her, words muffled against her breast. His hand slipped into her shorts, fingers finding her slick heat…
Lust and need burned through Ben’s veins. His hand fumbled for the Omnitrix in the darkness. Finding the dial, he selected Four Arms and slammed it down.
There was a blinding flash of green light as Ben’s body morphed and expanded, filling the small bunk. Gwen looked up in awe at his new massive, muscular red form looming over her. Four powerful arms reached out, two pairs of hands roaming her body, leaving trails of fire in their wake.
“Oh God, Ben,” Gwen panted. Having four hands worship her body was almost too much intense sensation to handle. One hand tweaked her nipple while another stroked between her thighs. Gwen was sure she would combust on the spot.
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Ripping her shorts away like they were made of tissue paper, two of Four Arms’ huge hands gripped Gwen’s thighs, spreading her wide open. The tip of his rock hard, oversized alien cock nudged against her entrance.
Gwen whimpered with anticipation and a hint of fear. He was so big like this… But she wanted him, needed him inside her, stretching and filling her so badly.
“Please…,” she begged shamelessly, too far gone to care.
With a flex of his hips, Four Arms drove forward, sheathing his massive length in Gwen’s wet heat in one powerful stroke. Gwen screamed in pained pleasure, stars exploding behind her eyes…
Four Arms pistoned his hips, thrusting into Gwen’s willing body at an inhuman pace. The small bed creaked and shook with the force of his movements. Gwen clung to him desperately, nails digging into his thick red skin, meeting each powerful stroke.
Pleasure coiled tighter and tighter in her core until it finally exploded, her inner walls clamping down on Four Arms’ plundering cock as an intense orgasm ripped through her. Gwen wailed, too lost in ecstasy to hold back.
With a roar, Four Arms followed her over the edge, hips jerking erratically as he spilled inside her. Jet after jet of his hot alien seed pumped into Gwen’s spasming depths, his inhuman volume quickly flooding her channel. There was so much that it leaked out around his still spurting cock, coating their joined thighs.
Suddenly, the bedroom door flew open and the overhead lights flicked on.
“What in the world is going on back h–” Grandpa Max stood stunned in the doorway, taking in the shocking scene of his granddaughter pinned under a hulking, four-armed alien, both of them naked and joined intimately with cum still dripping out of Gwen’s stretched pussy.
“Uh… it’s not what it looks like?” Ben said sheepishly as the Omnitrix timed out in a flash of red, returning him to his normal, very human and very exposed self.
Needless to say, the Tennysons had a LOT of explaining to do.
THE END
